MIRA INFORM REPORT

 

 

Report Date :

09.01.2014

 

IDENTIFICATION DETAILS

 

Name :

UNITED BREWERIES LIMITED

 

 

Registered Office :

“UB Tower”, UB City, 24, Vittal Mallya Road, Bangalore – 560 001, Karnataka

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

13.05.1999

 

 

Com. Reg. No.:

08-025195

 

 

Capital Investment / Paid-up Capital :

Rs.1005.100 millions

 

 

CIN No.:

[Company Identification No.]

L36999KA1999PLC025195

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRU00927D

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged primarily in the manufacture and sale of beer.

 

 

No. of Employees :

2550 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (52)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 60428000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a part of UB Group. It is a well-established company having fine track record.

 

Financial position of the company appears to be sound. Directors are reported to be experienced and respectable businessmen.

 

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

 

The company can be considered good for normal 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.

 

ECGC Country Risk Classification List – September 30, 2013

 

Country Name

Previous Rating

(30.06.2013)

Current Rating

(30.09.2013)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

India’s current account deficit narrowed in the quarter ended September as government measures to curb imports, especially gold, kicked in.  The current account deficit, the excess of a country’s imports of goods and services over exports, narrowed to $ 5.2 billion from $ 21 billion in the year ago period, according to provisional Reserve Bank of India data. Finance Minister P. Chidambaram said the CAD for the year will be less than $ 60 billion or 3 per cent of GDP and the latest data suggests the government may achieve the target.

 

India was ranked 94th among the world’s most corrupt nations list. Denmark and New Zealand topped as the cleanest while Somalia emerged as the most corrupt.

 

India’s services sector activity witnessed a moderate improvement in November over the previous month, even while indicating the fifth successive monthly contraction, according the HSBC survey.

 

$53 million estimated losses suffered by India due to phishing attacks during the third quarter, according to a study by RSA. India ranks fourth in the list of nations hit by phishing attacks. The US remained at the top of the charts. Phishing is the process of acquiring information such as user names, passwords and credit card details by sending e-mails disguised as official mails.

 

Rs.4080 million worth of mobile-phone-based transactions by July 2013 compared to Rs.260 million in September, 2012, according to Deloitte report. The number of transactions has shot up from 94000 to 701000.

 

India aims to earn Rs.400000 million from the bandwidth auction set for January. The merger and acquisition guidelines, cleared by a group of ministers, will be out before the auction begins so that players can make informed decisions on the auctions.

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Fund Based Facilities: A

Rating Explanation

Adequate degree of safety and low credit risk. 

Date

October, 2013

 

Rating Agency Name

ICRA

Rating

Commercial Paper: A1+

Rating Explanation

Very strange degree of safety and lowest credit risk.

Date

October, 2013

 

 

RBI DEFAILTERS’ LIST STATUS

 

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

 

EPF (Employee Provident Fund) DEFAILTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

LOCATIONS

 

Registered Office :

UB Tower, UB City, 24, Vittal Mallya Road, Bangalore – 560 001, Karnataka, India

Tel. No.:

91-80-39855000 / 22272806 /22272807

Fax No.:

91-80-22211964-22229488

Email.:

deepaknath@ubmail.com

ublinvestor@ubmail.com

gri@ubmail.com

Website :

http://www.theubgroup.com

 

 

Corporate Office :

Level 3, 4 and 5, UB Towers, UB City, 24 Vittal Mallya Road, Bangalore -  560 001, Karnataka, India

Tel. No.:

91-80-22293333/ 22272807

E-Mail :

goodtimes@kingfisherworld.com

 

 

Own Manufacturing Network :

Located at:

 

·         Andhra Pradesh – Mallepally, Kothlapur and Srikakulam

·         Goa – Ponda

·         Kerala – Cherthala and Palakkad

·         Karnataka – Mangalore, Nelmangala and Mysore

·         Odisha – Khurda

·         Tamilnadu – Kuthambakkam and Aranvoyal

·         Punjab – Ludhiana

·         West Bengal – Kalyani

·         Rajasthan – Chopanki

·         Maharashtra – Taloja and Aurangabad

·         Haryana – Dharuhera

 

 

Regional Sales Office 1:

C/o. Blitz Publication Private Limited, 3rd Floor, Canada Building, Dr. D.N. Road, Mumbai – 400 001, Maharashtra, India

Tel. No.:

91-22-22620580 / 2/ 3

 

 

Regional Sales Office 2:

Wallace House, 1st Floor 4, Bankshall Street, Kolkata - 700 001, West Bengal, Indi

Tel. No.:

91-33-22317853 / 22317850

Fax No.:

91-33-22805830

 

 

Regional Sales Office 3:

Level 15, Canberra,24, Vittal Mallya Road, Bangalore - 560 001, Karnataka, India

Tel. No.:

91-80-39855231

Fax No.:

91-80-39855299

 

 

Regional Sales Office 4:

1002, Bikaji Kama Bhavan, 10th Floor, Bikaji Kama Place, New Delhi – 110 066, India

Tel. No.:

91-11-41644873 / 41644876 / 5

Fax No.:

91-11-4164487

 

 

DIRECTORS

 

AS ON 31.03.2013

 

Name :

Dr. Vijay Mallya

Designation :

Chairman

 

 

 

 

Name :

Mr. Kalyan Ganguli

Designation :

Managing Director

Date of Birth/ Age :

62 Years

Qualification :

B.A. (Hons), PGDBM (XLRI)

Experience :

40 Years

Date of Appointment :

01.02.1979

 

 

Name :

Mr. Henricus Petrus Van Zon

Designation :

Director and  Chief Financial Officer

Date of Birth/ Age :

01.03.1956

Qualification :

MSC in Business Economics and Post Graduate in Accountancy from Erasmus University, Rotterdam, Netherlands.

Expertise in specific functional area :

Finance, Accounting and General Management

Date of Appointment :

07.12.2012

 

 

Name :

Mr. A.K. Ravi Nedungadi

Designation :

Director

 

 

Name :

Rene Hooft Graafland

Designation :

Director

 

 

Name :

Mr. Theo de Rond

Designation :

Director

 

 

Name :

Mr. Chugh Yoginder Pal

Designation :

Director

 

 

Name :

Mr. Chhaganlal Jain

Designation :

Director

Date of Birth/ Age :

15.11.1933

Qualification :

Chartered Accountant and Company Secretary

Expertise in specific functional area :

Finance and Corporate Strategy

Date of Appointment :

27.01.2003

Directorship held in other Companies in India :

i. Asit C. Mehta Investment Intermediates Limited

ii. SW Finance Co. Limited

iii. RPG Life Sciences Limited

iv. Practical Financial Services Private Limited

v. NOCIL Limited

vi. Pioneer Distilleries Limited

 

 

Name :

Mr. Sunil Kumar Alagh

Designation :

Director

 

 

Name :

Mr. Kiran Mazumdar Shaw

Designation :

Director

 

 

Name :

Mr. Madhav Bhatkuly

Designation :

Director

 

 

Name :

Mr. Stephan Gerlich

Designation :

Director

Date of Birth/ Age :

11.09.1958

Qualification :

Wirtschaftassistent (Germany)

Expertise in specific functional area :

Overall business Management and Operations in Healthcare, Crop Science and Material Science

Date of Appointment :

02.07.2010

Directorship held in other Companies in India :

i. Bayer Crop Science Limited

ii. Bayer Material Science Private Limited

iii. Bayer Zydus Pharma Private Limited

iv. Magma HDI General Insurance Company Limited

 

 

KEY EXECUTIVES

 

Name :

Mr. Shekhar Ramamurthy

Designation :

Joint President

Date of Birth/ Age :

52 Years

Qualification :

B. Tech./(Civil)-IIT, Delhi, PGDBM – IIM - Kolkata

Experience :

26 Years

Date of Appointment :

15.05.1989

 

 

Name :

Mr. Cedric Vaz

Designation :

EVP - Manufacturing

Date of Birth/ Age :

55 Years

Qualification :

B. Tech. (Chem. Eng.), IIT-Kanpur

Experience :

31 Years

Date of Appointment :

15.05.2006

 

 

Name :

Mr. Joseph Noronha

Designation :

EVP - HR

Date of Birth/ Age :

58 Years

Qualification :

B.Com. (Hons.), PGDPM-IR (XLRI)

Experience :

33 Years

Date of Appointment :

15.07.1991

 

 

Name :

Mr. Kiran Kumar

Designation :

SVP - Sales

Date of Birth/ Age :

45 Years

Qualification :

B.Com., PGDBM, IIM-Ahmedabad

Experience :

22 Years

Date of Appointment :

28.04.1997

 

 

Name :

Ms. Perry Goes

Designation :

SVP – Strategic Planning and Business Analysis

Date of Birth/ Age :

48 Years

Qualification :

B.E. (Meh.), PGDBM, (Marketing-Finance and HR) – Goa, Institution  of Management

Experience :

26 Years

Date of Appointment :

14.06.2004

 

 

Name :

Mr. Henk Breederveld

Designation :

Technological Advisor

Date of Birth/ Age :

62 Years

Qualification :

Chemical Engineer (M.Sc., Biochemistry) ,Delft University of Technology - The Netherlands

Experience :

35 Years

Date of Appointment :

11.10.2010

 

 

Name :

Mr. Samar Singh Sheikhawat

Designation :

SVP - Marketing

Date of Birth/ Age :

47 Years

Qualification :

B.A., MBA (Marketing) Symbiosis Institution  of Management, Pune

Experience :

23 Years

Date of Appointment :

09.11.2009

 

 

Name :

Mr. Govind Iyengar

Designation :

SVP - Legal and Secretarial

Date of Birth/ Age :

46 Years

Qualification :

B.Com., L.L.B, A.C.S

Experience :

23 Years

Date of Appointment :

05.02.2001

 

 

Name :

Mr. Govind Tiwari

Designation :

DVP - UBL Goa

Date of Birth/ Age :

61 Years

Qualification :

B.Sc., PGD IFAT, DBA, PGDM and IR

Experience :

43 Years

Date of Appointment :

12.02.1975

 

 

Name :

Mr. R K Jindal

Designation :

SVP – Operations and Malting

Date of Birth/ Age :

52 Years

Qualification :

B.Com., F.C.A

Experience :

28 Years

Date of Appointment :

19.03.1985

 

 

Name :

Mr. R Santosh Kumar

Designation :

SVP – Procurement and Logistics

Date of Birth/ Age :

47 Years

Qualification :

B.E. (Industrial and Production), PGDCA

Experience :

25 Years

Date of Appointment :

01.07.1998

 

 

Name :

Mr. P A Poonacha

Designation :

DVP - Finance

Date of Birth/ Age :

42 Years

Qualification :

B.Com, M.Com, A.C.A, A.I.C.W.A.

Experience :

18 Years

Date of Appointment :

01.07.1996

 

 

SHAREHOLDING PATTERN

 

AS ON 31.12.2013

 

Category of Shareholders

 

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

21353620

8.08

Bodies Corporate

73583310

27.83

Sub Total

94936930

35.91

(2) Foreign

 

 

Bodies Corporate

102897740

38.92

Sub Total

102897740

38.92

Total shareholding of Promoter and Promoter Group (A)

197834670

74.82

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

765393

0.29

Financial Institutions / Banks

37309

0.01

Central Government / State Government(s)

660

0.00

Foreign Institutional Investors

50191386

18.98

Qualified Foreign Investor

750

0.00

Sub Total

50995498

19.29

(2) Non-Institutions

 

 

Bodies Corporate

5321181

2.01

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs.0.100 million 

9310101

3.52

Any Others (Specify)

943699

0.36

Trusts

255461

0.10

Non Resident Indians

493666

0.19

Clearing Members

192692

0.07

Overseas Corporate Bodies

1880

0.00

Sub Total

15574981

5.89

Total Public shareholding (B)

66570479

25.18

Total (A)+(B)

264405149

100.00

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

0

0.00

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

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

264405149

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged primarily in the manufacture and sale of beer.

 

 

PRODUCTION STATUS [AS ON 31.03.2011]

 

Particulars

Unit

Licensed Capacity*

Installed Capacity*

Actual Production

Beer

In Hectolitres

13787500

12115500

7787868

 

* NOTE: Licensing of products of the Company under the Industries (Development and Regulation) Act, 1951 is discontinued and consequently the reported capacities are as per permissions obtained from the respective regulatory authorities on a yearly basis. As regards installed capacity, the same has been certified by the Management and relied upon by the Auditors, being a technical matter.

 

 

GENERAL INFORMATION

 

No. of Employees :

2550 (Approximately)

 

 

Bankers :

·         Rabobank International (Cooperatieve Centrale Raif Feisen Boerenleenbank B. A.), 32/F Three Pacific Place, 1 Queen's Road, East, Hong Kong, - 00000, Hong Kong

·         Citi bank N.A., Prestige Meridian, 30, M G Road, Bangalore – 560 001, Karnataka, India

·         DBS Bank Limited, Salarpuria Windsor, 3, Ulsoor Road, Bangalore – 560 042, Karnataka, India

·         Rabobank International (Cooperatieve Centrale Raif Feisen Boerenleenbank B. A.), Forbes Building, Second Floor, Charanjit Rai Marg, Fort, Mumbai – 400 001, Maharashtra, India

·         ING Vysya Bank

·         Yes Bank Limited

·         HDFC Bank Limited

·         Axis Bank Limited

·         Standard Chartered Bank

 

 

Facilities :

Secured Loans

31.03.2013

(Rs. in Millions)

31.03.2012

(Rs. in Millions)

LONG-TERM BORROWINGS

 

 

Foreign currency term loans

 

 

External commercial borrowing from banks

5913.400

3581.000

Term loan from bank

1080.000

0.000

SHORT-TERM BORROWINGS

 

 

Indian currency cash credit from banks

1380.200

2052.000

Indian currency working capital demand loans from banks

2350.000

1800.000

Total

10723.600

7433.000

 

Notes:

 

LONG-TERM BORROWINGS

 

Nature of security

 

Repayment and other terms

Foreign currency term loans

 

DBS Bank Limited: Rs.2464.300 millions (Previous year: Rs.2557.800 millions) secured by pari-passu charge on all present and future assets of the Company, other than assets of Taloja and Aranvoyal units and current assets of the Company.

Repayable in 9 equal quarterly installments starting from February 27, 2016. The loan carries interest of 9.58% per annum.

Rabobank International: Rs.1054.000 millions (Previous year: Rs.1023.200 millions) secured by pari-passu charge on all present and future assets of the Company other than assets of Taloja and Aranvoyal units and current assets of the Company.

Repayable after 3 years from the date of loan i.e., on January 10, 2015. The loan carries interest of 7.15% per annum payable on quarterly basis.

Rabobank International: Rs.1330.600 millions (Previous year: Rs. Nil) secured by pari-passu charge on all movable and immovable assets of the Company located at Goa, Rajasthan, Ludhiana, Dharuhera, Nelamangala, Mangalore, Mysore, Kerala, Andhra Pradesh and Tamilnadu.

Repayable in 3 equal annual installments commencing on February 8, 2017 till February 8, 2019. The loan carries interest of 9.78% per annum payable on quarterly basis.

Rabobank International: Rs.1064.500 millions (Previous year: Rs. Nil) secured by pari-passu charge on all movable and immovable assets of the Company located at Goa, Rajasthan, Ludhiana, Dharuhera, Nelamangala, Mangalore, Mysore, Kerala, Andhra Pradesh and Tamilnadu.

Repayable after 3 years on February 6, 2016. The loan carries interest of 8.75% per annum payable on quarterly basis.

Citibank: Rs.1080.000 millions (Previous year: Rs. Nil) secured by pari-passu charge on all movable and immovable fixed assets of the Company other than assets of Taloja unit.

Repayable after 24 months from the date of drawal i.e., on February 25, 2015. The loan carries interest of 9.5% per annum payable on monthly basis.

HDFC Bank Limited: Rs. Nil (Previous year: Rs.62.500 millions) secured by first pari-passu charge on all moveable and immoveable assets of the Company other than assets of Taloja unit.

Repayable in 16 quarterly installments from the date of loan i.e., June 2008. The loan carried interest of 9.45% per annum.

Indian currency term loans

Standard Chartered Bank: Rs. Nil (Previous year: Rs.170.000 millions) secured by first mortgage and charge on all movable and immoveable assets (excluding current assets) of Chennai Brewery.

Repayable in 56 monthly installments from the date of loan i.e., February 2008. The loan carried interest of 12% per annum.

 

 

SHORT-TERM BORROWINGS

 

a) Cash credit facilities / working capital demand loans from banks are secured by first pari-passu charge on all current assets of the Company namely stock of raw materials, semi-finished and finished goods, stores and spares not relating to plant and machinery (consumable stores and spares), bills receivable and book debts both present and future. These are repayable on demand and carries interest in the range of 9.50% to 13.00% p.a.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Associates LLP

Chartered Accountants

Address :

Mumbai, Maharashtra, India

 

 

Subsidiary :

Maltex Malsters Limited (MML)

 

 

Associate :

United East Bengal Football Team Private Limited (UEBFTPL)

 

 

Entity which has significant influences :

·         Scottish and Newcastle India Limited, UK (SNIL)

·         United Breweries (Holdings) Limited (UBHL)

 

 

Enterprises over which investing parties or KMP have significant influence :

·         Scottish and Newcastle India Private Limited ('SNIPL'), subsidiary of HUL (merged with the Company effective April 1, 2012)

·         Heineken UK Limited ('HUL'), holding company of SNIL

·         Heineken International B.V. ('HIBV')

·         Heineken Brouwerijen B.V. ('HBBV')

·         Heineken Supply Chain B.V. ('HSCBV')

·         Heineken N.V. ('HNV')

·         Force India F1 Team Limited, UK ('Force India')

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

4129800000

Equity Shares

Re.1/- each

Rs.4129.800 millions

58600000

Preference Shares

Rs.100/- each

Rs.5860.000

millions

 

Total

 

Rs.9989.800 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

264405149

Equity Shares

Re.1/- each

Rs.264.400 millions

7407000

3% Cumulative Redeemable Preferences Shares – Series B

Rs.100/- each

Rs.740.700 millions

 

Total

 

Rs.1005.100 millions

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

I.        EQUITY AND LIABILITIES

 

 

 

(1) Shareholders' Funds

 

 

 

(a) Share Capital

1005.100

1005.100

2723.500

(b) Reserves & Surplus

14101.800

12646.300

10217.400

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

9.200

Total Shareholders’ Funds (1) + (2)

15106.900

13651.400

12950.100

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

7432.000

4028.000

2747.200

(b) Deferred tax liabilities (Net)

745.500

514.000

288.800

(c) Other long term liabilities

0.000

0.000

0.000

(d) Long-term provisions

33.800

38.100

70.400

Total Non-current Liabilities (3)

8211.300

4580.100

3106.400

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

5569.300

5502.000

3401.600

(b) Trade payables

2496.000

3835.600

3905.600

(c) Other current liabilities

5217.500

4827.100

4284.200

(d) Short-term provisions

785.600

469.000

394.100

Total Current Liabilities (4)

14068.400

14633.700

11985.500

 

 

 

 

TOTAL

37386.600

32865.200

28042.000

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

15737.600

11983.700

10620.900

(ii) Intangible Assets

202.300

203.200

273.200

(iii) Capital work-in-progress

1139.800

2073.500

719.500

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

254.700

254.700

450.200

(c) Interest in UBL Benefit Trust

0.000

0.000

1429.400

(d) Deferred tax assets (net)

0.000

0.000

0.000

(e)  Long-term Loan and Advances

1386.700

1710.800

1198.500

(f) Other Non-current assets

63.000

49.100

108.600

Total Non-Current Assets

18784.100

16275.000

14800.300

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

5126.300

3998.800

2898.000

(c) Trade receivables

8133.000

6994.500

5198.600

(d) Cash and cash equivalents

2327.700

1725.800

1290.600

(e) Short-term loans and advances

2957.000

3226.900

2912.200

(f) Other current assets

58.500

644.200

942.300

Total Current Assets

18602.500

16590.200

13241.700

 

 

 

 

TOTAL

37386.600

32865.200

28042.000

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

 

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Revenue from operations (Net)

39031.400

35618.200

30598.100

 

 

Other Income

392.200

729.800

449.900

 

 

TOTAL                                     (A)

39423.600

36348.000

31048.000

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Material Consumed

16435.300

16037.600

13325.800

 

 

Purchases of traded goods 

350.400

423.000

600.700

 

 

(Increase)/decrease in inventories of finished goods, work-in-progress and traded goods

(205.200)

(182.500)

33.700

 

 

Employee benefit expenses

2410.000

1855.000

1441.100

 

 

Other expenses

15277.300

13368.600

11298.100

 

 

Exceptional item: Provision for diminution in value of investments

0.000

195.900

0.000

 

 

TOTAL                                     (B)

34267.800

31697.600

26699.400

 

 

 

 

 

Less

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

5155.800

4650.400

4348.600

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

798.900

987.200

781.300

 

 

 

 

 

 

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

4356.900

3663.200

3567.300

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

1702.400

1486.600

1305.100

 

 

 

 

 

 

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

2654.500

2176.600

2262.200

 

 

 

 

 

Less

TAX                                                                  (H)

932.400

912.200

789.300

 

 

 

 

 

 

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

1722.100

1264.400

1472.900

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Sale of services

20.000

14.900

19.900

 

TOTAL EARNINGS

20.000

14.900

19.900

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw materials and packing materials

398.400

387.900

272.700

 

 

Stores & Spares

24.000

12.700

5.300

 

 

Capital Goods

138.500

459.300

53.300

 

TOTAL IMPORTS

560.900

859.900

331.300

 

 

 

 

 

 

Earnings/ (Loss) Per Share (Rs.)

6.41

4.68

5.26

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

4.37

3.48

4.74

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

6.80

6.10

7.39

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

7.38

7.13

8.89

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.18

0.16

0.17

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.86

0.70

0.47

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.32

1.13

1.10

 

 

LOCAL AGENCY FURTHER INFORMATION

 

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

Yes

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)

Yes

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

No

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:

 

High Court of Karnataka - Principal Bench at Bangalore

ITA 356/2007

 

CASE PENDING

 

Petitioner/Appnt. Name: The Commissioner of Income Tax

 

Respondent/Defnt. Name: United Breweries Limited

 

Petnr./Appnt. Advocate: K V Aravind

 

Respnt./Defnt. Advocate: S R Anuradha

 

Date Filed: 05.04.2007

 

District: Bangalore City

 

Stage: Hearing

 

Last Posted for: Final Hearing

 

Last Action Taken: Adjourned

 

Last Date of Action: 02.01.2014

 

Next hearing date: 07.01.2014

 

Before Hon'ble Judge/s: Dilip B. Bhosale

 

Lower Court Details [Appeal from below case.]

 

Case No

Court name

Disposal Dt

ITA 3043/2004

ITAT, BANGALORE

15/09/2006

 

 

INDEX OF CHARGES:

 

S. No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10465214

23/10/2013

1,054,000,000.00

RABOBANK INTERNATIONAL (COOPERATIEVE CENTRALE RAIF
FEISEN BOERENLEENBANK B. A.)

32/F THREE PACIFIC PLACE, 1 QUEEN'S ROAD, EAST, HONG KONG, - 00000, HONG KONG

B91567354

2

10465215

23/10/2013

1,330,600,000.00

RABOBANK INTERNATIONAL (COOPERATIEVE CENTRALE RAIF
FEISEN BOERENLEENBANK B. A.)

32/F THREE PACIFIC PLACE, 1 QUEEN'S ROAD, EAST, HONG KONG, - 00000, HONG KONG

B91568014

3

10416866

22/02/2013

1,080,000,000.00

CITI BANK N.A.

PRESTIGE MERIDIAN, 30, M G ROAD, BANGALORE, KARNATAKA - 560001, INDIA

B72310022

4

10391030

30/04/2013 *

2,464,000,000.00

DBS BANK LIMITED

SALARPURIA WINDSOR, 3, ULSOOR ROAD, BANAGLORE, KARNATAKA - 560042, INDIA

B76040328

5

10382184

23/10/2013 *

1,054,000,000.00

RABOBANK INTERNATIONAL (COOPERATIEVE CENTRALE RAIF
FEISEN BOERENLEENBANK B. A.)

FORBES BUILDING, SECOND FLOOR, CHARANJIT RAI MARG, FORT., MUMBAI, MAHARASHTRA - 400001, INDIA

B91762161

6

10383494

23/10/2013 *

1,054,000,000.00

RABOBANK INTERNATIONAL (COOPERATIEVE CENTRALE RAIF
FEISEN BOERENLEENBANK B. A.)

32/F THREE PACIFIC PLACE, 1 QUEEN'S ROAD, EAST, HONG KONG, - 00000, HONG KONG

B91761718

7

80018044

21/02/2013 *

7,500,000,000.00

CITI BANK N.A.

PRESTIGE MERIDIAN, 30, M G ROAD, BANGALORE, KARNATAKA - 560001, INDIA

B71550214

8

90303586

15/06/1992

5,000,000.00

UNION BANK OF INDIA

EGMORE BRANCH, MADRAS, TAMILNADU - 600008, INDIA

-

 

* Date of charge modification

 

 

Unsecured Loans

31.03.2013

(Rs. in Millions)

31.03.2012

(Rs. in Millions)

LONG-TERM BORROWINGS

 

 

Deferred payment liabilities

438.600

447.000

SHORT-TERM BORROWINGS

 

 

Indian currency short-term loans from banks

1250.000

1650.000

Indian currency bank overdraft

196.700

0.000

Foreign currency buyer's credit from bank

392.400

0.000

Total

2277.700

2097.000

 

 

Notes:

 

LONG-TERM BORROWINGS

a) Citibank: Rs. Nil (Previous year: Rs.153.300 millions) pertains to loan availed in February 2010 which was repayable in 3 annual equal installments starting from February 2011. This loan carried interest of 12% per annum. This loan has been fully repaid during the year.

b) Deferred payment liability of Rs.447.000 millions (Previous year: Rs.447.000 millions) pertains to sales tax payable to the Government of Maharashtra by virtue of being eligible for deferred payment after having established a manufacturing unit in a notified backward area. This amount is repayable in five equal annual installments on completion of 10 years from the end of respective year to which sales tax liability relates.

 

SHORT-TERM BORROWINGS

 

a) Short-term loans from banks are repayable after 30-90 days from the date of respective loan and carry interest in the range of 9.50% to 11.00% p.a.

b) Bank overdraft is repayable on demand and carry interest in the range of 9.92% to 10.05% p.a.

c) Buyer's credit from bank are repayable within 12 months from the date of respective loan and carry interest in the range of 8.63% to 8.95% p.a.

 

CORPORATE INFORMATION:

 

The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange (BSE), Bangalore Stock Exchange (BgSE) and National Stock Exchange (NSE). The Company is engaged primarily in the manufacture and sale of beer. The Company has manufacturing facilities in India.

 

AMALGAMATION

 

Scottish and Newcastle India Private Limited (SNIPL) an Indian subsidiary of Heineken UK Limited (Heineken Group), has been amalgamated into the Company by the Order of the Hon’ble High Courts of Karnataka and Bombay with the appointed date of April 01, 2012. The restructuring of various brewing entities of the group including subsidiary and investment holding companies by way of amalgamation into UBL has culminated in optimal administrative, management and synergy benefits and resulted in cost savings, pooling of managerial skills and utilization of valuable resources. It was found strategically necessary and expedient to amalgamate SNIPL also into UBL for enhancing technical synergies in manufacture, marketing and distribution of beer through Heineken and also furthering management expertise.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

INDUSTRY OVERVIEW

Beer is the world’s oldest beverage, possibly dating back to the 6th millennium BC. The world’s beer industry recorded almost 3% expansion in 2012 to reach nearly $650 billion. Globally, the market growth is expected to jump by 6% by 2015. Standard lager represents the leading market segment, accounting for more than 55% of the overall market. Brazil, Russia, India and China are recording the highest rate of market growth within the global beer industry.

 

The Indian beer industry has been witnessing steady growth over the last ten years, with volumes crossing 263 million cases during 2013 against a mere 73 million cases in 2002. The Indian beer market is lately dominated by strong beer, which accounts for about 84% of the total beer industry. The premium beer market is a mere 5% of the total but this segment is rapidly expanding, with a growth rate of about 35% per annum in its segment. Beer consumption has been growing rapidly at a CAGR (Compound Annual Growth Rate) of 11 per cent over the last 5 years. Despite a high population and strong economic growth, Indian Brewers still face an uphill task in the world’s second-most-populous country. An average Indian drinker consumes 1.7 liters of beer a year, compared with more than 37 liters in China and 74 in the United States.

 

The Indian market infrastructure is a barrier to higher growth. In India, alcohol is available in around 65,000 outlets including shops, bars and restaurants which translates to roughly one outlet for every 18,000 – 20,000 residents, whereas the global average for the same is one outlet per 250 residents and the corresponding figure for China is one outlet for every 300 residents. For instance, in urban conglomeration like Greater Mumbai, there are around 2,500 outlets while in Shanghai, which has similar population base, the number of outlets selling alcohol is 18,000. An encouraging development is that in some cities like Mumbai, the Government has started issuing licenses for outlets to sell beer and wine only, delinking it from the sale of spirits. This development should facilitate future growth.

 

Beer remains a versatile product, with the launch of a wide range of new brands boosting the drink’s popularity. Consumption is also being fuelled by a trend toward drinking beer with meals. Widespread health concerns among consumers against spirits is also encouraging a trend towards beer, which usually has lesser alcohol content, rather than other higher alcohol content beverages.

 

In India the reason for significantly lower consumption of beer compared to other emerging /developed markets is the high taxation structure. Regulation and taxation of alcoholic beverages is a State subject and regulatory policies have so far been unfriendly on pricing and availability front. On the one hand, the States tend to impost a plethora of duties but don’t allow companies to have free price increases to offset incurred costs.

 

In 2013, strong beer category grew over 16% and continues to dominate the beer market, accounting for around 84% of the beer category, up from 80% in the preceding year.

 

With growing income and rising aspiration levels, consumers in India are becoming increasingly experimental with beer. This has led to an increase in the number of pub breweries in urban cities such as Gurgaon, Bangalore and Pune.

In addition, with the increase in taxes on imported beers, entrepreneurs are now starting these pub breweries where beers can be brewed fresh using a variety of ingredients to create a diverse selection of beers. Howzatt, Biere Club and Doolally are a few of the pub breweries started in India.

 

The Company is the largest beer selling company in India and also available in several countries abroad and has also forayed into wine business as Kingisher Bohemia bringing the finest quality fruity, delectable wine from South Africa.

 

The Company controls about 52% of India’s beer market and it has enhanced its market share of key brands such as Kingisher Ultra and Kingisher Blue, Kingisher Strong and Kingisher Premium Lager are amongst the largest beer brands in the country.

 

Taxation and Regulation of alcohol being a State subject under the Constitution of India, each State has separate set of regulations, restrictions and taxation structure for alcoholic beverages. Some States also impose high export duties and restrictions on the export of beer outside the State. Even the sales and distribution structure varies from State to State as some markets are open while in most States primary sale is canalized through State controlled corporations.

 

Over the last 7 years, a plethora of foreign brands have entered the country with 100% Foreign Direct Investment being permitted thereby increasing the choice of brands and competition. All major global brewers are now present in India. Despite this, the Company has been able to extend its market leadership position.

 

OPERATIONS

 

SALES

The Company had an excellent year in which its Strong Beer portfolio crossed 100 million cases in FY 2012-2013 thereby setting a new benchmark. Kingisher Strong, India’s largest selling beer has crossed 80 million cases, while Kingisher Red and Kingisher Blue crossed the 1 million case mark each. The combined forces of Kingisher Strong, Kingisher Red, UB Export Strong, London Pilsner Premium Strong, Cannon 10000, Bullet, Kalyani Black Label Strong and Zingaro have yet again proved to be the chosen brands in the market. The Company continues to lead the Indian beer market with 52% market share. During the year, the Company has increased its market share in the States of Karnataka, Maharashtra, Goa, Rajasthan, Bihar and Jharkhand.

 

The net sales for the year 2012-2013 stood at Rs.39031.000 millions as against net sales of Rs.35618.000 millions in the previous year, registering a growth of 10%. Their volume is over twice than that of the nearest competitor.

 

The Company over the past few years has launched variants such as Kingisher Ultra, a mild beer, and Kingisher Red as part of its ‘premiumization’ strategy. Kingisher Ultra is priced at a significant premium to the core Kingisher brand. The Company’s increased spend on marketing and distributing these brand variants has led to strong sales growth and it plans to accelerate its push towards these brands.

 

Kingisher Blue is available practically across the country, while Kingisher Ultra is reaching out to new States every month, and will soon have a pan India presence. Kingisher Red is available in the North and East. Over the past year, Kingisher Ultra volumes increased by 86% and Kingisher Blue depletions grew by 14% to one million cases. Kingisher Red also sold one million cases, up 53%.

 

The Company brews Heineken in India which is the fastest-growing brand in the premium segment. Heineken, which is currently sold in 10 States, almost doubled its volumes during the year. Heineken will be launched in Kerala and Rajasthan shortly and the brand’s penetration in its existing markets has increased by 50%.

 

PROSPECTS

 

Indian growth rates compare favourably to the global beer industry average of about 3% p.a. Apart from a sound positive growth rate for beer, the climatic conditions and younger population make the scenario more promising for the beer industry in India. With growth in GDP, higher disposable income, change in consumer behavior and liberalization in retail / distribution, the beer market is expected to grow at a brisk pace. The Company’s established brand equity provides a significant competitive advantage over other domestic and international brands. The Company has the benefit of a strong distribution network across the length and breadth of the country and rapid growth can be expected year on year. As is usual, augmenting capacities in critical markets continued to be a priority investment in the current financial year too. Increased demand for beer in the State of Karnataka inspired setting up a new Greenfield Brewery at Nanjungud which has gone on stream during the year under report and increased demand in the State of Bihar has provided an impetus for setting up a new Greenfield Brewery near Patna which is expected to commence its operations next year. The competitive environment is expected to remain intense and the Company shall continue to focus on robust innovations to remain a market leader. Though high inflation will have an impact on costs, the Company shall continually strive to achieve high operational efficiencies to offset the increase in costs. Through these actions, the Directors are hopeful that the Company would continue its leadership position, grow ahead of the market and realize a structural improvement in profitability in the years to come.

 

 

AMALGAMATION ACCOUNTING

 

a) The scheme of amalgamation (‘the scheme’) under sections 391 to 394 of the Companies Act, 1956 between UB Ajanta Breweries Private Limited (‘UBA’) and the Company with appointed date as April 1, 2011 was approved by the Honorable BIFR Court, Delhi vide its order dated February 13, 2012. UBA was engaged in the brewing business. Upon necessary filing with the Registrar of Companies on February 21, 2012, the scheme had become effective and the effect thereof was given during the previous year ended March 31, 2012. In respect of the merger of UBA with the Company:

 

(i) The entire business and the whole of the undertaking of UBA, as a going concern was transferred to and vested in the Company with effect from April 1, 2011.

 

(ii) In consideration of the amalgamation of UBA with the Company, the Company issued 709,578 equity shares of Re. 1 each aggregating to Rs.0.700 million in the ratio of 135:1.

 

(iii) The authorized share capital of the Company was increased by Rs.54.000 millions in respect of equity shares of Re. 1 each and by Rs.946.000 millions in respect of preference shares of Rs.100 each.

 

(iv) The amalgamation was accounted for on the basis of the pooling of interest method as per Accounting Standard (AS) 14 on Accounting for Amalgamations notified by the Companies (Accounting Standard) Rules 2006 (as amended) (‘AS-14’) and in terms of the scheme, as below:

 

• All asset and liabilities of UBA were accounted at their respective book values under the respective heads of the Company.

• The difference amounting to Rs.2.800 millions between the values of net assets of the UBA transferred to the Company and the carrying value of the Company’s investment was adjusted to Capital Reserve.

• The intercompany balances and the transactions were cancelled.

 

b) The Board of Directors in its meeting held on February 7, 2012 had approved the scheme of amalgamation (‘the scheme’) under section 391 to 394 of the Companies Act 1956, in respect of merger of Scottish and Newcastle India Private Limited (‘SNIPL’) into the Company with effect from April 1, 2012. SNIPL was incorporated to provide technical consultancy for the manufacture, marketing and distribution of beer and allied products in India and to form strategic partnership with the Company. The Honorable High Court of Karnataka and the Honorable High Court of Maharashtra have passed orders approving the scheme on January 17, 2013 and November 2, 2012 respectively. Upon filing of the orders of the Honorable High Court of Karnataka and the Honorable High Court of Maharashtra with the Registrar of Companies on April 18, 2013 and November 30, 2012 respectively, the scheme has become effective and accordingly, the Company has given effect to the merger in these financial statements with effect from April 1, 2012. In terms of the scheme, the amalgamation has been accounted for under the pooling of interest method as per AS-14. Accordingly, all the assets, liabilities and reserves recorded in the books of SNIPL as at March 31, 2012 have been recorded by the Company at their respective book values as follows:

 

Particulars

 

Amount

(Rs. in millions)

Long-term loans and advances

2.400

Cash and bank balances

41.400

Other current assets

0.600

Trade payables

(5.000)

Other current liabilities

(0.600)

Securities premium

(1652.300)

Surplus in the statement of profit and loss

(332.600)

 

Further, in terms of the approved scheme:

 

(i) The authorized share capital of the Company has been increased by Rs.455.800 millions in respect of equity shares of Re.1 each.

 

(ii) The investments held by SNIPL in 84,89,270 equity shares of Re.1 each of the Company with carrying value of Rs.2268.300 millions have been cancelled and the corresponding issued, subscribed and paid up equity share capital of the Company has been reduced by Rs.8.500 millions representing 8,489,270 equity shares of Re.1 each. Also, other inter-company balances and transactions have been cancelled.

 

(iii) 84,89,270 fully paid up equity share of Re.1 each of the Company have been issued and allotted to the shareholders of SNIPL against 3,22,23,912 equity shares of Rs.10 each held by them in SNIPL.

 

(iv) The difference of Rs.2259.800 millions on cancellation of investments held by SNIPL in equity shares of the Company, as discussed in (ii) above and the difference of Rs.313.700 millions between the amount of shares issued by the Company and the amount of share capital of SNIPL as discussed in (iii) above have been adjusted from capital reserve and securities premium account of the Company by Rs.128.600 millions and Rs.1817.500 millions respectively.

 

(v) Dividend income of Rs.5.900 millions recognized by SNIPL during the year and expenses incurred in connection with the scheme amounting to Rs.68.700 millions, have been adjusted against securities premium account. No specific accounting treatment has been prescribed under AS-14 in respect of adjustment, to capital reserve and securities premium account, arising on account of the difference on cancellation of investments held by SNIPL in equity shares of the Company and the difference between the amount of shares issued by the Company and the amount of share capital of SNIPL and adjustment of dividend income and expenses incurred in connection with the merger. Hence, the Company has followed aforesaid treatment as stated in

 

(iv) and (v) above, which is as per the approved scheme.

 

c) Pursuant to mergers of Empee Breweries Limited (EBL) and Chennai Breweries Private Limited (CBPL), with the Company during the year ended March 31, 2011, the Company is in the process of getting the name of these merged entities changed in the of state excise and other regulatory authorities. Pending completion of these formalities, the names of these merged entities are continued to be used in various documents and of the Company.

 

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER AND HALF-YEAR ENDED SEPTEMBER 30, 2013

(Rs. in Millions)

Sr.

No.

Particular

Quarter Ended

Half Year Ended

30.09.2013

(Unaudited)

30.06.2013

(Unaudited)

30.09.2013

(Unaudited

1.

Income From Operation

 

 

 

 

Net Sales/Income from Operations

7522.000

12083.300

19605.300

 

Other Operating Income

931.800

1509.300

2441.100

 

Total Income from Operation

8453.800

13592.600

22046.400

 

 

 

 

 

2.

Expenditure

 

 

 

 

a) Cost of materials consumed

3433.000

5700.800

9133.800

 

b) Purchases of stock-in-trade

50.500

182.900

233.400

 

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

108.000

0.300

108.300

 

d) Employee benefits expense

697.700

566.400

1264.100

 

e) Depreciation and amortization expense

476.800

469.300

946.100

 

f) Advertisement & Sales promotion

1769.100

1905.100

3674.200

 

g) Selling & Distribution

958.100

1603.700

2561.800

 

h) Other expenses

1059.900

1130.700

2190.600

 

Total

8553.100

11559.200

20112.300

 

 

 

 

 

3.

Profit From Operations before Other Income, Interest and Exceptional Items (1-2)

(99.300)

2033.400

1934.100

 

 

 

 

 

4.

Other Income

34.000

34.000

68.000

 

 

 

 

 

5.

Profit Before Interest and Exceptional Items (3+4)

(65.300)

2067.400

2002.100

 

 

 

 

 

6.

Finance Costs

201.400

230.300

431.700

 

 

 

 

 

7.

Profit After Interest but before Exceptional Items (5-6)

(266.700)

1837.100

1570.400

 

 

 

 

 

8.

Exceptional Items

--

--

--

 

 

 

 

 

9.

Profit from Ordinary Activities before Tax (7+8)

(266.700)

1837.100

1570.400

 

 

 

 

 

10.

Tax Expenses

(81.000)

627.500

546.500

 

 

 

 

 

11.

Net Profit from Ordinary Activities after Tax (9-10)

(185.700)

1209.600

1023.900

 

 

 

 

 

12.

Paid-up Equity Share Capital (Face Value of Rs.10/- Each)

264.400

264.400

264.400

 

 

 

 

 

13.

Reserves Excluding Revaluation Reserve

14101.800

14101.800

14101.800

 

 

 

 

 

14.

Earnings/ (Loss) Per Share (EPS) (Fair value of Re.1 each) Not Annualised

 

 

 

 

a) Basic and diluted EPS before extraordinary items

(0.73)

4.55

3.82

 

b) Basic and diluted EPS after extraordinary items

(0.73)

4.55

3.82

 

 

 

 

 

15.

Public Shareholding

 

 

 

 

- Number of Shares

66570479

66570479

66570479

 

- Percentage of Shareholding

25.18

25.18

25.18

 

 

 

 

 

18.

Promoters and Promoter Group Shareholding

 

 

 

 

a) Pledged/Encumbered

 

 

 

 

- Number of Shares

64447716

53983428

64447716

 

- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)

32.58

27.29

32.58

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

24.37

20.42

24.37

 

 

 

 

 

 

b) Non Encumbered

 

 

 

 

- Number of Shares

133386954

143851242

133386954

 

- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)

67.42

72.71

67.42

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

50.45

54.40

50.45

 

 

 

PARTICULAR

Quarter Ended September 30, 2013

Pending at the beginning of the quarter

Nil

Received during the quarter

6

Disposed of during the quarter

6

Remaining unresolved at the end of the quarter

Nil

 

 

STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Millions)

PARTICULARS

 

30.03.2013

(Unaudited)

Equity and liabilities

 

Shareholders' fund

 

Share capital

1005.100

Reserve & surplus

15112.700

Sub-total - Shareholders' funds

16117.800

Non – current liabilities

 

Long term borrowings

7409.400

Deferred tax liability (net)

734.300

Long term provisions

89.800

Sub-total - Non-current liabilities

8233.500

Current liabilities

 

Short term borrowings

1897.500

Trade payables

1681.400

Other current liabilities

6424.100

Short term provisions

625.100

Sub-total - Current liabilities

10628.100

Total - Equity & Liabilities

34979.400

 

 

Assets

 

Non-current assets

 

Fixed assets

17211.000

Non-current investment

254.700

Long term loans & advances

1308.400

Other Non – Current Assets

58.900

Sub-total - Non-current Assets

18833.000

Current assets

 

Inventories

5642.700

Trade receivables

7774.100

Cash & bank balances

1429.400

Short term loans & advances

1290.400

Other current assets

9.800

Sub-total - Current Assets

16146.400

 

 

Total – Assets

34979.400

 

Notes:

 

1. The unaudited results for the quarter and half-year ended September 30, 2013 have been approved by the board of Directors at its meeting held on November 7, 2013 and have been subjected to a limited review by the auditors of the Company.

 

2. The Company is engaged in the manufacture and sale of beer including licensing of brands which constitutes a single business segment. The Company also considers the whole of India as a single geographical segment. Further, considering the seasonality of the business, the revenue and profits does not accrue evenly over the year.

 

3. The Board of Directors in its meeting held on February 7, 2012 had approved the scheme of amalgamation (‘the scheme’) of Scottish and Newcastle India Private Limited into the Company with effect from April 1, 2012. The Honorable High Court of Karnataka and the Honorable High Court of Maharashtra had passed orders approving the scheme on January 17, 2013 and November 2, 2012 respectively. Upon filing of the orders of the Honorable High Court of Karnataka and the Honorable High Court of Maharashtra with the Registrar of Companies on April 18, 2013 and November 30, 2012 respectively, the scheme became effective and accordingly, the Company had given effect to the merger in the quarter and year ended March 31, 2013 with effect from April 1, 2012. The aforementioned merger did not impact the shareholding pattern of the promoter group in the Company.

 

No specific accounting treatment has been prescribed under AS-14 in respect of adjustment, to capital reserve and securities premium account, arising on account of the difference on cancellation of investments held by SNIPL in equity shares of the Company and the difference between the amount of shares issued by the Company and the amount of share capital of SNIPL and adjustment of dividend income and expenses incurred in connection with the merger. Hence, as per the approved scheme, the Company had adjusted differences on cancellation of investments held by SNIPL in equity shares of the Company and the difference between the amount of shares issued by the Company and the amount of share capital of SNIPL of Rs.128.600 millions and Rs.1817.500 millions to capital reserve and securities premium account, respectively. Further, dividend income of Rs.5.900 millions and expenses incurred in connection with the merger amounting to Rs.68.700 millions, had been adjusted to securities premium account.

 

4. Employees benefits expense for the year ended March 31, 2013 includes Rs.270.700 millions relating to provision for claims for amount expected to be paid as reimbursements. The management believes that outflow of resources embodying economic benefits is probable and hence created a provision towards these obligations.

 

5. Tax expense for the year ended March 31, 2013 is net of reversal of Rs.173.300 millions relating to current tax (MAT) for earlier year and Rs.80.900 millions relating to deferred tax asset for earlier year.

 

6. During the financial year ended March 31, 2012, the investment in Maltex Malsters Limited (‘MML’), which had a carrying value of Rs.450.000 millions, had been written down to Rs.254.100 millions. In view of management, no further provision for diminution is considered necessary as at September 30, 2013.

 

7. The Company has paid a dividend of Re.0.70 per Equity Share amounting to Rs.216.600 millions (inclusive of Dividend Distribution Tax) for the year ended March 31, 2013. The Company has paid a dividend of Rs.3/- per Cumulative Redeemable Preference Share amounting to Rs.26.000 millions (inclusive of Dividend Distribution Tax) for the year ended March 31, 2013 to Scottish and Newcastle India Limited.

 

8. Earnings per Share (EPS) is stated after providing for dividend on the Cumulative Redeemable Preference Shares for the respective periods.

 

9. The previous period figures have been regrouped/reclassified wherever necessary to confirm to this period’s classification.

 

 

FIXED ASSETS:

Tangible Assets

·         Freehold Land

·         Leasehold Land

·         Buildings

·         Leasehold Improvements

·         Plant and Machinery

·         Office Equipments

·         Computers

·         Furniture and Fixtures

·         Laboratory Equipments

·         Vehicles

Intangible Assets

·         Goodwill

·         Licenses and Rights

·         Brands

 

 

WEBSITE DETAILS:

 

PRESS RELEASES

 

PERFORMANCE HIGHLIGHTS – HALF YEAR ENDED SEPTEMBER 30, 2013.

 

Bangalore, November 7, 2013

 

·         REVENUE UP BY 7%

·         VOLUME SLIGHTLY LESS BY 2% DUE TO HEAVY MONSOONS

·         EBITDA DOWN BY 7% DUE TO ABBERATION IN INPUT COST

 

During the first half of the year the industry remained flat with Tamilnadu losing 20% of its volumes on account of higher end-consumer prices and the unfavorable ordering pattern of TASMAC, which also affected the UBL volumes in this State.

 

The Company posted volume growth in key markets contributing to revenue growth of 7%. Double digit volume growth was witnessed in Rajasthan, West Bengal, Orissa and Uttar Pradesh.

 

The Company has maintained its All India market share of 50% despite the adverse developments in Tamil Nadu. It has increased its market share in key markets at a time when pressure from competition has been at its peak, considering the difficult times the industry has been going through.

 

The volumes for this second quarter have been under pressure, also as a result of the extended and heavy rains experienced during this year’s monsoon period.

 

The Company took price increases in select markets that helped in off-setting a major portion of input price increases in an inflationary economy. However the effect of the Company being forced to use new bottles for 100% of its production in the state of Maharashtra on account of local excise laws lead to an unprecedented increase in input costs of over Rs.460.000 millions during the first half year.

 

The Maharashtra State Government has since reversed this policy and passed a notification in October 2013 permitting once again the use of second hand bottles which will reduce input costs to normal levels.

 

 


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 records 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]         Records 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.62.24

UK Pound

1

Rs.102.17

Euro

1

Rs.84.82

 

 

INFORMATION DETAILS

 

Report Prepared by :

SMN


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--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

DEFAULTERS

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

52

 

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.