MIRA INFORM REPORT

 

 

Report Date :

14.08.2014

 

IDENTIFICATION DETAILS

 

Name :

TRENT LIMITED (w.e.f. 28.06.1999)

 

LANDMARK LIMITED (PART IX) AMALGAMATED WITH TRENT LIMITED

 

 

Formerly Known As :

LAKME LIMITED

 

 

Registered Office :

Bombay House, 24 Nomi Mody Street, Fort, Mumbai – 400001, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

05.12.1952

 

 

Com. Reg. No.:

11-008951

 

 

Capital Investment / Paid-up Capital :

Rs.332.300 Millions

 

 

CIN No.:

[Company Identification No.]

L24240MH1952PLC008951

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT00494E / MUMT0030C

 

 

PAN No.:

[Permanent Account No.]

AAACP6133A / AAACL1838J

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

The main business of the Company is retailing.

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (69)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a well-established company having fine track record.

 

Financial position of the company seems to be sound.

 

Trade relations are reported as fair. Business is active. Payment terms are reported to be regular and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions. 

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

INDIAN ECONOMIC OVERVIEW

 

N E W S

 

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

 

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

 

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

 

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CARE

Rating

AA (Long Term Bank Facilities)

Rating Explanation

Have high degree of safety and carry very low credit risk.

Date

January 6, 2014

 

Rating Agency Name

CARE

Rating

A1+ (Short Term Bank Facilities)

Rating Explanation

Have very strong degree of safety and carry lowest credit risk.

Date

January 6, 2014

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

 

 

INFORMATION DENIED

 

Management Non Co-Operative (91-22-67009000)

 

 

LOCATIONS

 

Registered Office :

Bombay House, 24, Homi Mody Street, Fort, Mumbai- 400001, Maharashtra, India

Tel. No.:

91-22-66658282 / 67009000

Fax No.:

91-22-22042081

E-Mail :

hr.wadia@trent-tata.com

pratik.shah@trent-tata.com

investor.relations@trent-tata.com

mmsurti@trent-tata.com

Website :

http://www.mywestside.com

 

 

Corporate Office :

Trent House, 10th Floor, G Block, Plot No. C-60, Next to Citi Bank, Bandra Kurla Complex, Mumbai-400 051, Maharashtra, India

 

 

DIRECTORS

 

As on: 31.03.2014

 

Name :

Mr. S. N. Tata

Designation :

Chairman Emeritus

 

 

Name :

F. K. Kavarana

Designation :

Chairman upto 30th March 2014

 

 

Name :

Mr. N. N. Tata

Designation :

(Chairman w.e.f. 31st March 2014)

 

 

Name :

Mr. A. D. Cooper

Designation :

Director

Date of Birth/Age :

23.08.1940

Qualification :

B.Com, F.C.A.

Date of Appointment :

29.05.1984

 

 

Name :

Mr. Z. S. Dubash

Designation :

Director

Date of Birth/Age :

16.08.1959

Qualification :

B. Com, MBA (Wharton), A.C.A. (England and Wales)

Date of Appointment :

26.04.2010

 

 

Name :

Mr. B. Bhat

Designation :

Director

Date of Birth/Age :

29.08.1954

Qualification :

IIT Chennai, IIM Ahmedabad

Date of Appointment :

27.09.2010

 

 

Name :

Mr. S. Susman

Designation :

Director

Date of Birth/Age :

01.05.1950

Qualification :

St. Andrew’s College Grahamstown (Mat.)

Date of Appointment :

11.05.2011

 

 

Name :

Mr. B. N. Vakil

Designation :

Director

Date of Birth/Age :

12.09.1958

Qualification :

Bachelor of Law, Bombay University, Advocate Bar Council of Maharashtra and Goa, LLM, Columbia University, New York, USA, Member, New York State Bar Association, Solicitor, India

Date of Appointment :

25.06.2012

 

 

Name :

Mr. H. Bhat

Designation :

Director

Date of Birth/Age :

08.11.1962

Qualification :

Alumnus of BITS Pilani and IIM Ahmedabad

Date of Appointment :

01.04.2014

 

 

KEY EXECUTIVES

 

Name :

Mr. M. M. Surti

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 30.06.2014

 

(A) Shareholding of Promoter and Promoter Group

No. of Shares

Percentage of Holding

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

10838015

32.61

http://www.bseindia.com/include/images/clear.gifSub Total

10838015

32.61

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

10838015

32.61

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

3757946

11.31

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

15022

0.05

http://www.bseindia.com/include/images/clear.gifVenture Capital Funds

1250223

3.76

http://www.bseindia.com/include/images/clear.gifInsurance Companies

1513506

4.55

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

6401800

19.26

http://www.bseindia.com/include/images/clear.gifSub Total

12938497

38.93

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

3057515

9.20

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

5627180

16.93

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

676608

2.04

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

93729

0.28

http://www.bseindia.com/include/images/clear.gifTrusts

1857

0.01

http://www.bseindia.com/include/images/clear.gifDirectors & their Relatives & Friends

91872

0.28

http://www.bseindia.com/include/images/clear.gifSub Total

9455032

28.45

Total Public shareholding (B)

22393529

67.39

Total (A)+(B)

33231544

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

33231544

0.00

 

 

 

Shareholding belonging to the category "Promoter and Promoter Group"

 

Sl.No.

Name of the Shareholder

Details of Shares held

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

No. of Shares held

As a % of grand total (A)+(B)+(C)

 

1

Tata Sons Limited

87,44,247

26.31

26.31

2

Tata Investment Corporation Limited

15,20,754

4.58

4.58

3

Af-Taab Investment Company Limited

4,72,714

1.42

1.42

4

Ewart Investments Limited

1,00,000

0.30

0.30

5

Titan Industries Limited

300

0.00

0.00

 

Total

1,08,38,015

32.61

32.61

 

 

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

 

Sl. No.

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Arisaig Partners Asia Pte Limited A/c Arisaig India Fund Limited

3285000

9.89

9.89

2

Reliance Capital Trustee Company Limited A/c Reliance Equity Opportunities Fund

2529494

7.61

7.61

3

PI Opportunities Fund I

921223

2.77

2.77

4

SBI Life Insurance Company Limited

980200

2.95

2.95

5

Morgan Stanley Asia (Singapore) PTE

352285

1.06

1.06

6

Derive Trading P Limited

903061

2.72

2.72

7

Dodona Holdings Limited

1781756

5.36

5.36

8

Reliance Capital Trustee Company Limited A/c Reliance Tax Saver (ELSS) Fund

603000

1.81

1.81

9

M3 Investment Private Limited

358500

1.08

1.08

 

Total

11714519

35.25

35.25

 

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

 

Sl. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

No. of Shares

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Arisaig Partners Asia Pte Limited A/c Arisaig India Fund

3285000

9.89

9.89

2

Reliance Capital Trustee Company Limited A/c Reliance Equity Opportunities Fund

2529494

7.61

7.61

3

Dodona Holdings Limited

1781756

5.36

5.36

 

Total

7596250

22.86

22.86

 

 

Details of Locked-in Shares

 

Sl. No.

Name of the Shareholder

No. of Shares

Locked-in Shares as % of
Total No. of Shares

1

Tata Sons Limited

12,26,530

3.69

2

Tata Investment Corporation Limited

2,04,081

0.61

3

Ewart Investments Limited

1,00,000

0.30

 

Total

15,30,611

4.61

 

 

BUSINESS DETAILS

 

Line of Business :

The main business of the Company is retailing.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information declined by the management

 

 

Bankers :

·         Citibank N.A.

·         ICICI Bank Limited

·         HDFC Bank Limited

 

 

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2014

As on

31.03.2013

LONG TERM BORROWINGS

 

 

Non Convertible Debentures- April 10 Series-I

1000.000

1000.000

 

 

 

Total

1000.000

   1000.000

 

Notes:

 

During the year 2010-11, the Company issued 1,000 Redeemable Non Convertible Debentures April 10 Series-I of Rs.1.000 Million each on private placement basis. These Debentures are free of interest and are redeemable at a premium of Rs.0.06 crores each on 14th April 2015. The Premium payable on redemption of these Debentures has been fully provided and debited to Securities Premium Account net of deferred tax in 2010-11.These Debentures are secured by way of charge on immovable property of the company in favour of Debenture Trustees as stipulated in the Debenture Trust Deed and 1.25 times asset cover will be maintained by the company on continuous basis.

 

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

N.M Raiji and Company

Chartered Accountant

Address :

Universal Insurance Building, Pherozeshah Mehta Road, Mumbai – 400001, Maharashtra, India 

Tel. No.:

91-22-22870068/ 22873463

Fax No.:

91-22-22828646/ 22650578

E-mail :

nmr.ho@nmraji.com

 

 

Solicitors :

AZB and Partners

 

 

Subsidiary Company :

·         Trent Brands Limited

·         Fiora Services Limited

·         Nahar Retail Trading Services Limited

·         Fiora Link Road Properties Limited

·         Landmark Limited

·         Westland Limited

·         Landmark E-Tail Limited

·         Trent Hypermarket Limited

·         Trent Global Holdings Limited

·         Trexa ADMC Private Limited

·         Fiora HyperMarket Limited

·         Duckbill Books and Publication Limited

·         Virtuous Shopping Centres Limited

·         Commonwealth Developers Limited

 

 

Associates :

Tata Sons Limited

 

 

Joint Ventures :

Inditex Trent Retail India Private Limited

 

 

CAPITAL STRUCTURE

 

As on: 31.03.2014        

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

47250000

Equity Shares

Rs.10/- each

Rs.472.500 Millions

3000000

Unclassified Shares

Rs.10/- each

Rs.30.000 Millions

1630000

Preference Shares

Rs.100/- each

Rs.163.000 Millions

70000

Preference Shares

Rs.1000/- each

Rs.70.000 Millions

12000000

Cumulative Convertible Preference shares

Rs.10/- each

Rs.120.000 Millions

 

 

 

 

 

Total

 

Rs.855.500 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

33231544

Equity Shares

Rs.10/- each

Rs.332.300 Millions

 

 

 

 

 

Details of shares issued for consideration other than cash

 

70,000 Cumulative Redeemable Preference Shares were allotted as fully paid pursuant to Scheme of Amalgamation without payment being received in cash during the financial year 2009-2010.

 

Terms/rights attached to equity shares

 

The Company has equity shares having par value of `10 per share. Each holder of Equity Shares is entitled to one vote per share. The shareholders have the right to receive interim dividends declared by the Board of Directors and final dividends proposed by the Board of Directors and approved by the shareholders. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive any of the remaining assets of the company, after distribution of Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. The equity shareholders have all other rights as available to the equity shareholders as per the provisions of Companies Act, 1956 read together with the Memorandum of Association and Articles of Association of the company as applicable.

 

Terms/rights attached to Preference shares

 (i) The Company has 0.1% Cumulative Redeemable Preference Shares having a par value of Rs. 1000/ each. The shares are entitled for a dividend of 0.1% per annum on the capital for the time being paid up thereon. The voting rights of the persons holding the said shares shall be in accordance with the provisions of Sec 87 of the Companies Act, 1956.The said shares rank for dividend in priority to the equity shares for the time being of the company. The said shares shall, in the case of winding of entitled to rank, as regards repayment of Capital and arrears of dividend, whether declared or not up to the commencement on the winding up, in priority to equity shares but shall not be entitled to any further participation in profits or assets. The term of the 0.1% Cumulative Redeemable Preference Shares is of 20 years from 26th March 2010, being the date of allotment, with an option to the Company to redeem the Preference Shares at any time after 36 months from the date of allotment. The Board of Directors at their meeting held on 26th April 2010 have fixed 1st June 2013 as the date of redemption of the Preference Shares. The preference shares have been redeemed during the year.

 

(ii) During the year 2010-11, the Company had issued 44,51,414 0. 1% Cumulative Compulsorily Convertible Preference Shares (CCPS) Series A of Rs.10/- @ Rs.550 each and 44,51,414 0.1% Cumulative Compulsorily Convertible Preference Shares (CCPS) Series B of Rs.10/- @ Rs. 550 each to the Equity Shareholders on Right basis in the ratio of 4 CCPS(2 series A and 2 Series B) for every 9 Equity Shares held. Each CCPS of Series A is Convertible into 1 Equity Share of Rs.10 each at premium of Rs.540 automatically on 1st September 2011 and the same has been converted into equity shares during the year 2011-12 and each CCPS of Series B has been converted in to Equity Share of Rs.10/- each premium of Rs.540/- during the year 2012-13. Until conversion, CCPS of both series will be eligible for a dividend of 0.1% p.a on their face value. The voting rights of the persons holding the CCPS shall be in accordance with the provisions of Sec 87 of the Companies Act, 1956.The CCPS rank for dividend in priority to the equity shares for the time being of the company. The CCPS shall, in the case of winding up, entitled to rank, as regards repayment of Capital and arrears of dividend, whether declared or not up to the commencement on the winding up, in priority to equity shares, but shall not be entitled to any further participation in profits or assets.

 

Reconciliation of Share Capital

 

Particular

Number of Shares

Rs. In Millions

i)                    Equity shares

 

 

Number of shares at the beginning

33231544

332.300

Add: Shares issued on conversion of CCPS Series

-

-

Add: Shares issued to Promoters on Preferential basis

-

-

Number of shares at the end

33231544

332.300

ii)                  0.1% Cumulative Redeemable Preference shares

 

 

Number of shares at the beginning of the year

70000

70.000

Less: Redeemed during the year

70000

70.000

Number of shares at the end of the year

-

-

 

 

 

iii)                Cumulative Compulsorily Convertible Preference Shares Series B

 

 

Number of shares at the beginning

-

-

Less: Converted into Equity shares

-

-

Number of shares at the end

-

-

 

The details of shareholders holding more than 5 % shares are as under:

 

Particular

Number of Shares

Rs. In Millions

Tata Sons Limited

8744247

26.31

Arisag Partners (Asia) Pte Limited A/c Arisag India Fund Limited*

3285000

9.89

Reliance Capital Trustee Co Limited A/c Reliance Equity Opportunities Fund*

2353845

7.08

0.1% Cumulative Redeemable Preference shares

 

 

Hemlatha Ramaiah

-

-

 

The above details in respect of (i) is certified by the registrar and share tranfer agent and in respect of (ii) is as per record maintained by the Company.

 

Details of shares reserved for issue under options

 

As at 31.03.2014,the Company does not have any outstanding options,

 

During the year 2012-13 the Company issued 15,30,611 Equity Shares of `10/- each @ `980 per share to certain entities of the Promoter group on preferential basis in compliance with SEBI Preferential Issue Guidelines.

 

*Authorised share capital :

 

Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited have been merged with Trent vide order of Bombay High Court dt 21st march 2014. Appointed date of the merger is 1st April 2013. In terms of scheme of merger authorised share capital of Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited have been added to the authorised share capital of Trent.

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

31.03.2014

31.03.2013

31.03.2012

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

332.300

402.300

387.000

(b) Reserves & Surplus

12831.900

14988.000

13154.800

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

13164.200

15390.300

13541.800

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

2250.000

2250.000

2250.000

(b) Deferred tax liabilities (Net)

5.800

0.000

0.000

(c) Other long term liabilities

26.100

0.000

15.500

(d) long-term provisions

1098.200

1081.200

1086.700

Total Non-current Liabilities (3)

3380.100

3331.200

3352.200

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

0.000

0.000

150.000

(b) Trade payables

1634.200

1191.600

1060.100

(c) Other current liabilities

536.500

548.000

471.100

(d) Short-term provisions

309.900

310.200

290.800

Total Current Liabilities (4)

2480.600

2049.800

1972.000

 

 

 

 

TOTAL

19024.900

20771.300

18866.000

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

3356.000

2777.300

2792.900

(ii) Intangible Assets

73.400

49.900

44.300

(iii) Capital work-in-progress

363.600

260.100

209.900

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

7548.000

9889.700

6484.300

(c) Deferred tax assets (net)

0.000

58.300

124.700

(d)  Long-term Loan and Advances

1474.000

2024.800

2704.900

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

12815.000

15060.100

12361.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

1076.000

514.700

567.200

(b) Inventories

2645.300

1852.300

1792.300

(c) Trade receivables

38.600

29.400

34.200

(d) Cash and cash equivalents

328.500

1433.300

2696.100

(e) Short-term loans and advances

2047.400

1835.200

1348.600

(f) Other current assets

74.100

46.300

66.600

Total Current Assets

6209.900

5711.200

6505.000

 

 

 

 

TOTAL

19024.900

20771.300

18866.000


 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

31.03.2013

31.03.2012

 

SALES

 

 

 

 

Income

12544.000

9358.000

8217.900

 

Other Income

648.100

603.900

902.500

 

TOTAL (A)

13192.100

9961.900

9120.400

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

9.100

16.900

29.500

 

Purchases of Stock-in-Trade

6853.000

4937.400

4926.200

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(168.500)

(56.700)

(495.000)

 

Employees benefits expense

1044.800

728.700

678.800

 

Other expenses

4538.000

3260.100

3206.900

 

Exceptional Items

(93.300)

22.800

91.600

 

TOTAL (B)

12183.100

8909.200

8438.000

 

 

 

 

 

Less

PROFIT/ (LOSS)  BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)

1009.000

1052.700

682.400

 

 

 

 

 

Less

FINANCIAL EXPENSES (D)

70.500

78.800

77.100

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)

938.500

973.900

605.300

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION (F)

256.000

166.200

159.500

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX (E-F)   (G)

682.500

807.700

445.800

 

 

 

 

 

Less

TAX (H)

140.100

185.100

(26.900)

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX  (G-H)   (I)

542.400

622.600

472.700

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD 

921.600

701.200

527.900

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

Proposed Dividend on:

 

 

 

 

Equity Shares

232.600

232.600

177.200

 

Preference Shares

0.000

0.010

0.010

 

Tax on dividend

39.500

39.500

22.100

 

Transfer to Debenture Redemption Reserve

50.000

50.000

50.000

 

Transfer to General Reserve

60.000

80.000

50.000

 

Transfer to Capital Redemption Reserve

70.000

0.000

0.000

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

1011.900

921.690

701.290

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

Sales of goods

226.800

159.600

144.400

 

TOTAL EARNINGS

226.800

159.600

144.400

 

 

 

 

 

 

IMPORTS

 

 

 

 

Finished Products

644.900

391.800

96.300

 

Capital Goods

7.300

5.400

31.300

 

TOTAL IMPORTS

652.200

397.200

127.600

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

16.32

20.34

20.75

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

PAT / Total Income

(%)

4.11

6.25

5.18

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

5.44

8.63

5.42

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

6.14

7.65

3.70

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.05

0.05

0.03

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.17

0.15

0.18

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.50

2.79

3.30

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

387.000

402.300

332.300

Reserves & Surplus

13154.800

14988.000

12831.900

Net worth

13541.800

15390.300

13164.200

 

 

 

 

long-term borrowings

2250.000

2250.000

2250.000

Short term borrowings

150.000

0.000

0.000

Total borrowings

2400.000

2250.000

2250.000

Debt/Equity ratio

0.177

0.146

0.171

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

8217.900

9358.000

12544.000

 

 

13.873

34.046

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

8217.900

9358.000

12544.000

Profit

472.700

622.600

542.400

 

5.75%

6.65%

4.32%

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS – NOT AVAILABLE

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

--

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

--

22]

Litigations that the firm / promoter involved in

Yes

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

--

26]

Buyer visit details

--

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

Date of Birth of Proprietor/Partner/Director, if available

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

Yes

 

 

LITIGATION DETAILS

                                                        Bench:- Bombay

 

Lodging No:-

ITXAL/1507/2012

Failing Date:-

10/10/2012

Reg. No.:-

ITXA/1341/2012

Reg. Date:-

08/11/2012

 

Petitioner:-

COMMISSIONER OF INCOME-TAX,-2

Respondent:-

TRENT LTD,(FORMERLY KNOWN AS LAKME LTD).

Petn.Adv:-

Suresh Kumar. (0)

Resp.Adv:-

Atul K. Jasani (0)

District:-

MUMBAI

 

Bench:-

DIVISION

Category:-

TAX APPEALS

Status:-

Pre-Admission

Stage:-

FOR ADMISSION

Next Date:-

04/09/2014

Coram:-

HON'BLE SHRI JUSTICE S.C. DHARMADHIKARI

HON'BLE SHRI JUSTICE B.P. COLABAWALLA

Act:-

Income Tax Act, 1961

Under Section :-

261A

 

 

UNSECURED LOAN

(Rs. In Millions)

Particular

As on

31.03.2014

As on

31.03.2013

LONG TERM BORROWINGS

 

 

Non Convertible Debentures - June 10 Series 1

450.000

450.000

Non Convertible Debentures - June 10 Series 2

300.000

300.000

Non Convertible Debentures - April 10 Series 2

500.000

500.000

 

 

 

Total

1250.000

1250.000

 

Notes:

 

During the year 2010-11, the Company issued 500 Redeemable Non Convertible Debentures April 10 Series 2 of Rs.1.000 Million each on private placement basis. These Debentures carry a coupon rate of 5%p.a of interest and are redeemable at a premium of Rs.0.300 Million each on 27th April 2015.The Premium payable on redemption of these Debentures has been fully provided and debited to Securities Premium Account net of deferred tax in 2010-11.

 

During the year 2010-11, the Company issued 450 Redeemable Non Convertible Debentures June 2010 Series 1 of Rs.1.000 Million each and 300 Redeemable Non Convertible Debentures June 2010 Series 2 of Rs. 0.10 crores each on private placement basis. Series I Debentures will carry an interest @ 9.75%p.a and are redeemable at par on 30th June 2017 and series 2 Debentures are free of Interest and will be redeemed at premium of Rs.0.900 Million on 30th June 2017 .The premium payable on redemption of Series 2 Debentures has been fully provided and debited to Securities Premium Account net of deferred tax in 2010-11.

 

 

FINANCIAL RESULTS

 

Income for the year at Rs.13192.100 Millions increased by 32.43% from the previous year’s Rs.9961.900 Millions while profit after tax for the year at Rs.542.400 Millions decreased by 12.88% from the previous year’s Rs.622.600 Millions. The operating results of the Company for the year ended 31st March 2014 are lower consequent to the merger of Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited with the Company.

 

 

Scheme of Amalgamation and Arrangement

 

The Hon’ble High Court of Judicature at Bombay on 21st March 2014 approved the Scheme of Amalgamation and Arrangement between Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited with Trent Limited (“the Company”) and their respective Shareholders and Creditors (“the Scheme”). The Scheme became effective on 23rd April 2014 upon obtaining all sanctions and approvals as required under the Scheme. The Appointed Date for the merger is 1st April 2013. As Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited were wholly owned subsidiaries of the Company, no shares of the Company were issued and allotted pursuant to the Scheme.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

 

ECONOMIC BACKDROP

 

The economic backdrop was a key factor impacting the performance of Companies across sectors including organized retail. Consumer sentiment and business confidence continued to be subdued in the financial year with economic growth decelerating further. This is attributable mainly to weakening industrial growth in the context of tight monetary policy followed by the Reserve Bank of India through most of the financial year, political and policy stability related concerns and continued uncertainty in the global economy. Inflation continues to be an important concern area. Persistent high inflation and inflation expectations has meant that the Reserve Bank of India has been compelled to maintain the benchmark interest rates at a much higher level than was seen warranted or expected earlier.

 

As observed in prior years, the organized retail space in the first decade of this century was viewed as offering enormous potential for growth in India. However, post FY08 the industry witnessed a sharp moderation in expectations with most retailers across formats facing significant head winds in terms of like-for-like growth and viability of stores. Following the pronounced slowdown, the industry witnessed a modest recovery in FY10. This recovery gathered further momentum in the first three quarters of FY11 and yielded strong double-digit like-for-like growth across most credible retail formats. Consumer sentiment thereafter was impacted in FY12 and continued to be muted till the second quarter of FY14 with high inflation expectations, pronounced interest rates and economic uncertainty being key contributing factors. In the recent quarters consumer sentiment has been varied-with apparel retailers reporting an improving trend but most other retail formats still witnessing muted off take.

 

 

Operations – Westside

 

The Westside format offering predominantly an exclusive range of own branded fashion apparel continues to be the main stay of the retailing business of the company. This format over the years has been rolled out across the country and currently covers 53 cities.

 

The Westside model involves active control across the value chain including with respect to design, branding, sourcing, logistics, distribution, pricing, display and promotion of over 85% of the product range retailed. They believe this model is more robust than department store models that predominantly retail third party brands including from a return on capital employed perspective. Empirical evidence also seems to suggest that globally, retailers who control the entire value chain are relatively more successful.

 

In the period they continued to focus on a number of internal improvements in Westside. Key initiatives included the launch/refresh of a portfolio of exclusive brands, improved presentation in stores, focus on select newer categories and entry into the fashion kitchenware market through a tie up with Lakeland of UK. Aided by the strategies pursued and reasonably favorable market conditions the format registered a healthy 9% like-for-like growth in revenues in FY14.

 

Gourmet West and Lakeland are two relatively new areas they have ventured into. They believe that they would afford the Westside format significant growth potential over time. Gourmet West is a shop in shop within certain key Westside stores - it was introduced in 2 additional stores last year, taking the total count to 6. Today, customers can enjoy the experience of Gourmet West in various Westside stores in Mumbai, Bengaluru, Hyderabad, Chandigarh and Surat. In FY14, they also introduced fashionable kitchenware for customers in Pune and Bengaluru through an exclusive tie up with Lakeland - a British company famous for its creative kitchenware across the world. The initial response from our customers has been positive. They believe this exclusive tie up will help us deliver an enhanced shopping experience for their customers.

 

 

Operations – Star Bazaar

 

Trent Hypermarket Limited (THL) operates in the ultra-competitive food, grocery and daily needs segment under the Star banner. THL aims at distinguishing itself by providing a convenient modern shopping environment for customers to select across multiple product ranges with a focus on service, quality and price/promotions.

 

The market reception for Star Bazaar stores has been generally encouraging and the same is evident from improvements in walk-ins, revenues and gross margins over the years. However, Star Bazaar and most other food and grocery retailers in India have continued to face challenges with respect to several cost line items like occupancy costs (especially in case of stores located inside shopping malls), energy costs, minimum wages and other operating expenses.

 

The focus of the management has been to evolve a sustainable model. The key variables involved include the size, location and build scheme of stores, categories and range width of merchandize retailed and positioning of offer in the minds of customers. Having operated the Star Bazaar format for several years, they now believe they have a broad understanding of the model that could allow sustainable growth in the competitive Indian market. The emphasis is currently on establishing a more robust empirical evidence for the model, post which phase they intend to further expand their portfolio of Star banner stores.

 

Following are some of the key focus areas and developments with respect to the Star banner in FY14:

 

Conscious effort to make a “compelling food range” the key differentiator for the Star banner stores. Efforts were undertaken to gear up the entire supply chain towards ensuring a ”compelling food range” across their stores. They believe this is important as the target audience is primarily drawn by the “food offer” rather than by general merchandize.

 

Emphasis on private label offerings with the launch of a number of exclusive products. Ghee, Noodles, Biscuits, Ketchup, Tea, Packaged Drinking Water - were some of the food categories where private label products were launched. In the non-food category, cleaning fluids, soaps and other hard-lines also saw private label products being introduced. Leveraging the Tesco association, some of the best-selling Tesco products were also made available exclusively in Star Bazaar outlets.

 

Star Bazaar opened its first express outlet in Pune last year. Branded as Star Daily, this is about 2,000 sq. ft. in size and is aimed at serving daily needs of the immediate catchment. The response to this new format has been encouraging and they are considering possibilities of replicating this model in areas where larger Star Bazaar already operate. The intent is simultaneously leveraging the supplychain gains of being proximately located to a Star Bazaar hypermarket store and at the same time being readily accessible to customers within dense catchments.

 

Given the model related commentary above, they have not pursued store expansion in the period but for one additional hypermarket store in Margarpatta, Pune. As observed in earlier reports, webelieve based on empirical evidence and otherwise that the hypermarket format is best suited to operate from standalone schemes. Some of the key driving factors include:

 

Customers do not prefer to navigate the mall with a shopping trolley and rather prefer quick and direct access to parking and to public transport options; hence, shopping malls do not necessarily generate higher footfalls compared to standalone stores;

 

Given its economics, the hypermarket format does not afford any headroom for incurring the substantial common area maintenance charges in shopping malls. These charges are primarily on account of electricity charges relating to air conditioning etc of the common areas of the mall. These charges are negligible in the case of standalone stores.

 

From an operational perspective standalone schemes allow for much easier and through the day replenishment of stores unlike in the case of mall stores.

 

Given the above considerations, unless the overall package in a mall scheme is seen to be very attractive, we have sought to not progress with opening Star Bazaar hypermarkets inside large shopping malls. The focus of the management during the period has continued to be on achieving improved efficiencies from the existing operations and evolving a more calibrated product offer that would allow for sustainable growth going forward.

 

During the year, the like-for-like sales growth of Star Bazaar stores was 4.8% as against 7.9% witnessed in the preceding year. THL recorded a 5% increase in total revenue to Rs.8207.600 Millions (Rs.7851.900 Millions in FY 12-13) during the period EBIT was negative Rs.557.900 Millions (negative Rs.64 Millions in FY 12-13).

 

Operations – Landmark

 

The last financial year was again a challenging one for Landmark. The overall results of the format were below expectations. However, substantial efforts have been taken to reinvent the format and select renovated stores and new growth categories have witnessed encouraging results. They believe that the new offering of Landmark as a family entertainment format has the potential of being a compelling customer proposition over time.

 

Landmark recorded a 12% decrease in total revenue to Rs. 1754.100 Millions (Rs. 2001.900 Millions in FY12-13) during the period and operating losses were broadly in line with that reported in the previous financial year. The Landmark’s results for the year ending March 2014 need to be viewed in the context of the conscious winding down of certain categories and various restructuring initiatives - as each of these efforts involve significant disruption of operations (for instance during store redesign/ refurbishment).The principle restructuring measures continued to be pursued in the period  include:

 

Focus of newer growth categories – Landmark is increasingly being shaped into a family entertainment format, with focus on toys, front list adult and children’s books, sports related merchandize, tech accessories and gaming and stationery. The revenue mix of FY14 is depicted in the chart below and as can be noted, the focus growth categories now account for over 2/3rds of the business.

 

Store portfolio and redesign of the store look and feel – Consistent with the revised anchoring of the store to new growth categories, the re-configuration of the stores including in terms of their look and feel has been pursued during the financial year. Also, they have closed/ are in the process of closing stores that they believe are unviable from a medium term perspective. The intent is to focus efforts on select stores with potential for growth. As of March 2014 they had 15 operational Landmark stores, down from 19 in March 2013.

 

Merger of Landmark Limited – It has been a stated objective to significantly integrate the operations of the format into and leverage the corporate infrastructure of the Company (for instance in supply chain, back-end service department activities etc). Consistent with this objective, merger of Landmark Limited with the Company has been concluded together with a couple of other wholly owned subsidiaries. Further, Landmark shop-in-shops are being gradually rolled out across select Westside stores where growth potential is seen and this approch is another measure to realize synergies. They believe the Landmark format could prove to be a sustainable growth platform for the Company over the medium term with the key structural initiatives being undertaken to:

 

- grow newer categories with significant growth headroom

- optimize store sizes, product range and look and feel

- wind-down unviable stores and categories

- grow online presence through “landmarkonthenet.com”

- improve timely availability at the store level of relevant merchandize

- integrate the supply chain infrastructure and SAP platform with that of the Company

 

Overall financial results

 

Overall, on a standalone basis the Company has reported a total revenue of Rs.13192.100 Millions (Rs.9961.900 Millions in FY12-13) for the period and a Profit After Tax of Rs.542.400 Millions (Rs.62.26 Millions in FY12-13). The exceptional items for the year represent refund of certain taxes arising due to retrospective amendment of tax provisions and impairment of certain fixed assets. Pursuant to the scheme of amalgamation between Landmark Limited (Landmark), Fiora Link Road Properties Limited (Fiora) and Trexa Admc Private Limited (Trexa) the entire business including the assets, liabilities, duties and obligations of Landmark, Fiora and Trexa have become vested in the Company w.e.f. 1st April, 2013. The results of the Company for the year ended 31st March, 2014 are hence not comparable with the corresponding previous year. The results for the year reflect improved off take witnessed in the Westside format and substantial restructuring of the Landmark operations. All items have been accounted, including consequent to the amalgamation mentioned above, in a manner consistent with the applicable accounting policy of the Company, the accounting standards and the Companies Act.

 

On a consolidated basis the Company has reported total revenues of Rs.24326.600 Millions (Rs.22002.700 Millions in FY12-13) for the period and a negative Profit After Tax after Minority Interest of Rs.185.500 Millions (negative Rs.268.300 Millions in FY12-13). Results of the standalone entity and the 49% share of the Zara JV contributed positively to the consolidated results while primarily THL contributed negatively during the period. In summary, the consolidated bottom-line of the Company (relative to the standalone results) primarily reflects the cost of incubation of the hypermarket business.

 

A review of the performance of the principal formats has been covered in prior sections.

 

 

Outlook

 

A pronounced rate of inflation and continued high interest rate levels are the apparent dampeners in the near term. In fact, on a post-tax basis the yield on bank deposits are still broadly in line with the inflation rate, implying marginal real interest rates. The above factors continue to impact discretionary consumer spending headroom. Hence the consumption triggers are still not positive at this time. This backdrop, coupled with the escalating costs (especially wages, electricity and common area maintenance) implies continued challenges.

 

On the other hand, they are encouraged by signs of improving economic situation. The new government is focusing on improving the investment environment to accelerate the growth and maintain economic stability. Reforms in the monetary policy and the union budget are expected to contain inflation, maintain price stability and attract investors to put the economy back on a high growth path. Separately, the continued hiring by various sectors (at the entry level) and consequently improved absorption of youth into the organized workforce should serve as an important positive consumption trigger.

 

Separately, the continued challenges in securing properties at acceptable rentals and valuations in the real estate space (with most participants in the organized retail pursuing their growth plans) remain a cause for concern. So they view improving the quantum and quality of their pipeline of new stores especially for the Star Bazaar format as a challenge that they already face and have to address. However, the property pipeline already contracted should still allow opening a number of new Westside and Star Bazaar stores in FY15.

 

The prior observations on the near term consumption triggers notwithstanding, they continue to be very positive on the underlying case for growth of organized retailing in India over the coming years. As observed in the previous years, the intent going forward is to continue scaling up their presence and in doing so across the formats:

 

Emphasize sustainable store level profitability and only scale up with new stores locations that are expected to be profitable within an agreeable time frame;

 

Concentrate resources on substantially growing the existing anchor formats (especially Westside and Star Bazaar);

 

Continue to be primarily “large box”; especially given the rental economics vis-à-vis sales densities in locations of interest to us;

Selectively commit direct investments in properties;

 

Leverage partnership with global retailers like Tesco and Inditex to further the profitable growth of respective formats.

 

 

CONTINGENT LIABILITIES

 

(a) Contingent Liability in respect of Sales tax, Excise , Customs and other statutory demands against which the Company has filed appeals Rs. 5.600 Millions (2012-2013: Rs. 1.000 Million) - net of tax Rs. 3.800 Millions (2012-2013 : Rs. 0.700 Million).

 

(b) Contingent Liability in respect of Income-tax demands against which the Company has filed appeals : Rs. 17.800 Millions (2012-2013 :Rs. 21.400 Millions).

 

(c) Contingent Liability in respect of Claims filed against the Company not acknowledged as debts : Rs. 63.600 Millions .

 

(d) Contingent Liability in respect of Provident Fund demands against which company has filed appeals is Rs. 11.100 Millions (2012-13 Nil)

 

 

FIXED ASSETS

 

Tangible Assets

·         Freehold Land

·         Leasehold Land

·         Buildings

·         Plant and Equipment

·         Furniture and Fixtures

·         Office Equipments

·         Computers

·         Vehicles

 

Intangible Assets

·         Brands/Trademarks

·         Computer software

·         Non Compete Fees

 

 

STATEMENT OF STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2014

(Rs. In Millions)

Particulars

Quarter Ended

 

30.06.2014

Unaudited

1. Income form operations

 

a) Net sales/ Income from operation

3147.956

b) Other operating income

72.004

Total income from Operations(net)

3219.960

2. Expenditure

 

a) Cost of material consumed

4.211

b) Purchases of stock in trade

1387.415

c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

172.462

d) Employees benefit expenses

278.928

e) Depreciation and amortization expenses

115.110

f)  Advertisement and sales promotion

82.168

f) Other expenditure

1107.262

Total expenses

3147.556

3. Profit from operations before other income, financial costs and Exceptional Items

72.404

4. Other income

83.643

5. Profit from ordinary activities before finance costs and Exceptional Items

156.047

6. Finance costs

18.044

7. Profit from ordinary activities after finance costs but before Exceptional Items

138.003

8. Exceptional Items

(701.849)

9. Profit / Loss from ordinary activities before tax

839.852

10. Tax expenses

228.696

11. Net profit / Loss from ordinary activities after tax

611.156

12. Extraordinary items

-

13.  Net profit / Loss for the period

611.156

14. Paid up equity share capital (Face value of Rs.10/- per share)

332.315

15. Reserves excluding revaluation reserves

 

      Earning per share (EPS) (Not Annualised)

 

16. i) Earning per share (EPS) (Not Annualised) before Extraordinary items (of Rs. 10/-)

(a)     Basic

(b)     Diluted

 

18.39

18.39

     ii) Earning per share (EPS) (Not Annualised) after Extraordinary items (of Rs. 10/-)

(a)     Basic

(b)     Diluted

 

18.39

18.39

 

 

PART-II

 

A. Particulars of shareholding

 

1. Public Shareholding

 

- Number of shares

22393529

- Percentage of shareholding

67.39%

2. Promoters and Promoters group Shareholding-

 

a) Pledged /Encumbered

 

Number of shares

 

Percentage of shares (as a % of total shareholding of the promoter and promoter group)

 

Percentage of shares (as a % of total share capital of the company)

 

 

 

b) Non  Encumbered

 

Number of shares

10838015

Percentage of shares (as a % of total shareholding of the promoter and promoter group)

100.00%

Percentage of shares (as a % of total share capital of the company)

32.61%

 

 

B. Investor Complaints

 

Pending at the beginning of the quarter

0

Receiving during the quarter

2

Disposed of during the quarter

1

Remaining unreserved at the end of the quarter

1

 

 

Notes:

 

 

The scheme of amalgamation of Landmark Limited (Landmark), Fiora Link Road Properties Limited (Fiora) and Trexa Admc Private Limited (Trexa) with company as approved by the Hon’ble High Court of Judicature at Bombay vide its order dated 21st March 2014, has become effective on 23rd April 2014 upon obtaining all sanctions and approvals as required under the scheme and upon filing of certified true copies of the order with the Registrar Of Companies, Maharashtra. The appointed date of the scheme is 1st April 2013. Pursuant to the scheme becoming effective, the entire business including all assets, liabilities, duties and obligations of Landmark, Fiora and Trexa have been vested in the company with effect from 1st April 2013. The effect of the merger has been given in the accounts in the quarter ended 31st March 2014. Accordingly, the results of the company for the quartet- ended 3OtI1 June 2014 include the results of Landmark, Fiora and Trexa and are not comparable with the corresponding quarter of the previous year which does not include results of Landmark, Fiora and Trexa. The results for the quarter ended 31 March 2014 include the results of the merged entities. The results for the quarter ended 31st March 2014 is the balancing figure between the audited financials of the full year ending 31s' March 2014 (including merged entities) and the unaudited year to date results up to 31st December 2013 which have been reworked to include the results of the merged entities

 

 

2. The reported results for the quarter incorporate the results for both Westside and Landmark formats. Sales of Westside format for the quarter were higher by 17.8% as compared to the corresponding quarter of the previous year. On a like to like basis the sales of Westside format for the quarter were higher by 10.9% as compared to the corresponding quarter of the previous year.

 

3. As per the agreement entered with Tesco PLC, UK in respect of Trent Hypermarket Limited (THL), a wholly owned subsidiary of Tesco PLC, UK (Tesco) has purchased part of the equity shares held by the Company in THL and has separately subscribed to additional equity shares of THI.. Following this investment the Company and Tesco each hold 50% stake in THL. Consequently, THL is now a Joint Venture (JV) of the Company with Tesco.

 

4. Exceptional items for the quarter ended 30th June 2014 represent profit on sale of part of equity shares held in THL to 'Tesco Us. 1039.500 Millions net of related expenses and costs related to restructuring of continuing operations of the Landmark format Rs. 337.7000 Millions.

 

5. During the quarter, the Company has revised the depreciation rates on certain fixed assets as per the useful life specified in the Companies Act, 2013. Consequently, carrying amount of Rs.68.600 Millions on account of assets whose useful life has already exhausted as on Lt April 2014 and the deferred tax of Rs. 23.300 Millions thereon have been adjusted to Retained Earnings.

 

6. Out of the proceeds of the issue of Cumulative Convertible Preference Shares (CCPS) of Rs. 4896.600 Millions, Rs. 3856.200 Millions have been utilized towards objects of the issue including investments in subsidiaries to acquire properties for retail stores. Pending utilisation the balance amount is invested mainly in mutual funds and money market instruments.

 

7. The main business of the Company is retailing. All other activities of the Company are incidental to the main business. Accordingly, there are no separate reportable segments in terms of the Accounting Standard - 17 on "Segment Reporting" issued by lCAl

 

8. Previous periods/ year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

 

9. The above unaudited Financial Results were reviewed by the Audit Committee and thereafter taken on record by the Board of Directors of the Company at its meeting held on 7th August, 2014.

 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.61.25

UK Pound

1

Rs.103.01

Euro

1

Rs.81.90

 

 

INFORMATION DETAILS

 

Information Gathered by :

JML

 

 

Analysis Done by :

RAS

 

 

Report Prepared by :

VRN

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

 

 

 

TOTAL

 

69

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.