MIRA INFORM REPORT

 

 

Report Date :

10.07.2014

 

IDENTIFICATION DETAILS

 

Name :

FUTURE RETAIL LIMITED

 

 

Registered Office :

Knowledge House Shyam Nagar Off. Jogeshwari – Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

12.10.1987

 

 

Com. Reg. No.:

11-044954

 

 

Capital Investment / Paid-up Capital :

Rs. 463.200 Millions

 

 

CIN No.:

[Company Identification No.]

L52399MH1987PLC044954

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged in the business of retail trade.

 

 

No. of Employees :

Information declined by the management.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (53)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

 

Satisfactory

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear (site not working)

 

 

Comments :

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

 

There seems a drastic dip in the company’s profitability during the year 2014 however, networth of the company is satisfactory.

 

The ratings continue to derive strength from the experienced promoters and management team, the company’s proven track record with a leading position in the organized retail business in India and pan-India presence across multiple formats.

 

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.

 

In view of strong group, 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.

 

 

INDIAN ECONOMIC OVERVIEW

 

NEWS

 

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

 

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

 

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

 

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

 

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

 

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

 

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

 

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

 

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

 

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CARE

Rating

Non-convertible debentures: “A”

Rating Explanation

Adequate degree of safety and low credit risk.

Date

17.09.2013

 

 

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 31-03-2012.

 

 

INFORMATION DENIED

 

Management Non-Cooperative

 

Contact No.: 91-22-66442200

 

 

LOCATIONS

 

Registered Office :

Knowledge House Shyam Nagar Off. Jogeshwari – Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra, India

Tel. No.:

91-22-66442200 / 30842336

Fax No.:

91-22-66442201 / 30842502

E-Mail :

roc.info@futuregroup.in

Website :

http://www.pantaloonreatil.in

http://www.futureretail.co.in

 

 

DIRECTORS

 

AS ON: 31.03.2014

 

Name :

Mr. Shailesh Haribhakti

Designation :

Chairman - Director (up to 31.10.2013)

 

 

Name :

Mr. Kishore Biyani

Designation :

Managing Director

 

 

Name :

Mr. Rakesh Biyani

Designation :

Joint Managing Director

 

 

Name :

Mr. Vijay Biyani

Designation :

Wholetime Director

 

 

Name :

Mr. S. Doreswamy

Designation :

Director

 

 

Name :

Dr. Darlie Koshy

Designation :

Director (up to 31.10.2013)

 

 

Name :

Mr. Anil Harish

Designation :

Director

 

 

Name :

Mrs. Bala Deshpande

Designation :

Director

 

 

Name :

Mr. V. K. Chopra

Designation :

Director

 

 

Name :

Mr. Gopikishan Biyani

Designation :

Director (up to 31.10.2013)

 

 

KEY EXECUTIVES

 

Name :

Mr. Deepak Tanna

Designation :

Company Secretary

 

Name :

Mr. Dinesh Maheshwari

Designation :

Chief Financial Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON: 31.03.2014

 

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

104298089

48.36

Sub Total

104298089

48.36

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

104298089

48.36

 

 

 

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

1336200

0.62

Financial Institutions / Banks

8007792

3.71

Venture Capital Funds

8159147

3.78

Insurance Companies

623723

0.29

Foreign Institutional Investors

44953570

20.85

Sub Total

63080432

29.25

(2) Non-Institutions

 

 

Bodies Corporate

28136579

13.05

Individuals

 

 

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

11519569

5.34

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

6983364

3.24

Any Others (Specify)

1635406

0.76

Clearing Members

1086774

0.50

Directors & their Relatives & Friends

10000

0.00

Non Resident Indians

217132

0.10

Trusts

321500

0.15

Sub Total

48274918

22.39

Total Public shareholding (B)

111355350

51.64

 

 

 

Total (A)+(B)

215653439

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)

215653439

100.00

 

 

 

SHAREHOLDING BELONGING TO THE CATEGORY "PROMOTER AND PROMOTER GROUP"

 

Sr.

No.

Name of the Shareholder

Details of Shares held

Encumbered shares (*)

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)

No

As a percentage

As a % of
grand total
(A)+(B)+(C) of sub-clause (I)(a)

 

1

Future Corporate Resources Limited

8,92,90,093

41.40

65367079

73.21

30.31

41.40

2

PIL Industries Limited

1,46,77,448

6.81

12454774

84.86

5.78

6.81

3

Akar Estate & Finance Private Limited

1,000

0.00

0.00

0.00

0.00

0.00

4

RYKA Commercial Ventures Private Limited

3,29,548

0.15

329548

100.00

0.15

0.15

 

Total

10,42,98,089

48.36

78151401

74.93

36.24

48.36

 

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

 

SHAREHOLDING BELONGING TO THE CATEGORY "PUBLIC" AND HOLDING MORE THAN 1% OF THE TOTAL NO. OF SHARES

 

Sr. 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

20137118

9.34

9.34

2

Bennett Coleman & Company Limited

12566477

5.83

5.83

3

MKCP Institutional Investor (Mauritius) II Limited

9216226

4.27

4.27

4

IDBI Trusteeship Services Limited (India Advantage Fund V)

8159147

3.78

3.78

5

Life Insurance Corporation of India

4970150

2.30

2.30

6

Macquarie Bank Limited

4771863

2.21

2.21

7

Copthall Mauritius Investment Limited

5232461

2.43

2.43

8

General Insurnace Corporation of India

2798049

1.30

1.30

9

Vardhman Publishers Limited

2300000

1.07

1.07

10

IL and FS Securities Services Limited

2171313

1.01

1.01

 

Total

72322804

33.54

33.54

 

SHAREHOLDING BELONGING TO THE CATEGORY "PUBLIC" AND HOLDING MORE THAN 5% OF THE TOTAL NO. OF SHARES

 

Sr. 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 Limited

20137118

9.34

9.34

2

Bennett Coleman & Company Limited (PAC Vardhman Publishers Limited)

14866477

6.89

6.89

 

Total

35003595

16.23

16.23

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in the business of retail trade.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information declined by the management.

 

 

Bankers :

·         Bank of India

·         Axis Bank

·         Andhra Bank

·         Corporation Bank

·         HDFC Bank

·         IDBI Bank

·         State Bank of Travancore

·         UCO Bank

·         Standard Chartered Bank

·         The Federal Bank

·         Union Bank of India

·         Bank of Baroda

·         Allahabad Bank

·         Central Bank of India

·         Dena Bank

 

 

Facilities :

 

Secured Loan

31.03.2014

(Rs. In Millions)

31.12.2012

(Rs. In Millions)

Long Term Borrowings

 

 

Non Convertible Debentures

19525.000

9250.000

Term Loans from Banks

18027.000

9294.200

 

 

 

Short Term Borrowings

 

 

Term Loans from Banks

3000.000

748.900

Working Capital Loans from Banks

9658.500

4300.400

 

 

 

Total

50210.500

23593.500

 

Note :

 

LONG-TERM BORROWINGS

 

a) Non-Convertible Debentures referred above to the extent of

 

i) Rs.7500.000 Millions (2012:Rs.7000.000 Millions) are secured by First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders), carries coupon rate of 11.50% per annum and are redeemable at par, in one or more installments a  Rs.2500.000 Millions in FY 2014-15, Rs. 2500.000 Millions in 2015-16 and Rs.2500.000 Millions in 2016-17.

 

ii) Rs. 2250.000 Millions (2012: Rs. 2250.000 Millions) are secured by Pledge of

shares of subsidiary companies, carries coupon rate of 12.10% per annum and are redeemable at par, in one or more installments as Rs. 2250.000 Millions in FY 2014-15, Rs.2250.000 Millions in 2015-16, `Rs.675.000 Millions in 2016-17 and Rs. 1125.000 Millions in 2017-18.

 

iii) Rs.6000.000 Millions (2012: Rs. NIL) are secured by First Pari-Passu charge on movable and immovable Fixed Assets of the company excluding assets charged to exclusive charge lenders, carries coupon rate of 11.50% per annum and are redeemable at par, in two installments as Rs.2400.000 Millions in FY 2017-18 and Rs.3600.000 Millions in 2018-19.

 

iv) Rs.3750.000 Millions (2012: Rs. NIL) are secured by First Pari-Passu charge on movable and immovable Fixed Assets of the company excluding assets charged to exclusive charge lenders and excluding specific immovable properties, carries coupon rate of 11.50% per annum and are redeemable at par, in two installments as Rs.1500.000 Millions in FY 2017-18 and Rs. 2250.000 Millions in 2018-19.

 

v) Rs. 2750.000 Millions (2012 Rs. NIL) are secured by Primary Security – First charge on identified Intellectual Property Mortgaged Assets (including Brands/ sub brands/ logos) / format / product and services / trademark/ copy rights etc. till the perfection of final security. Final Security- First pari passu charge in favour of debenture trustee (along with existing lenders) on movable tangible fixed assets both present and future and immovable properties of the company, carries coupon rate of 13.00% per annum and are redeemable at par, in one or more installments as Rs.962.500 Millions in FY 2016-17, Rs.962.500 Millions in FY 2017-18 and Rs.825.000 Millions in 2018-19.

 

b) Term Loan from Banks referred above to the extent of

 

i) Rs. 574.400 Millions (2012: Rs. NIL) are secured by

(a) First Pari Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders).

(b) First Pari Passu charge on Credit/Debit Card Receivables of all the stores.

(c) Second Pari Passu charge on Current Assets.

 

ii) Rs. 2972.300 Millions (2012: Rs. NIL) are secured by (a) First Pari Passu charge on Fixed Assets.

(b) First Pari Passu charge on escrowed Credit and Debit card receivables of specific Big Bazaar stores.

 

iii) Rs.1147.900 Millions (2012: Rs. NIL) are secured by

(a) First Pari Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders) (b) Second Pari Passu charge on Current Assets excluding Deposits.

 

iv) Rs.2857.900 Millions (2012: Rs.1180.300 Millions) are secured by First Pari Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders)

 

v) Rs.243.300 Millions (2012: Rs. NIL) are secured by Pari Passu First charge on movable fixed assets (present and future) of the stores (excluding specific fixed assets charged in favour of exclusive charge lenders).

 

vi) Rs.2173.200 Millions (2012: Rs. NIL) are secured by

(a) First Pari Passu charge on Fixed Assets (present and future) except assets exclusively charged to other lenders.

(b) Second Pari-Passu Charge on Current Assets of the Company (present and future).

 

vii) Rs. 1497.400 Millions (2012: Rs. NIL) are secured by First Pari Passu charge on Fixed Assets, present and future of the stores excluding assets charged in exclusive basis to exclusive charge lenders.

 

viii) Rs.995.800 Millions (2012: Rs. NIL) are secured by First Passu charge on Fixed Assets, present and future, excluding specific immovable properties.

 

ix) Rs.1500.000 Millions (2012: Rs. NIL) are secured by First Passu charge on the net block of the company excluding specific immovable properties and current assets both present and future and post dated cheques of Rs.1500.000

Millions.

 

x) Rs.375.000 Millions (2012: Rs. NIL) are secured by Fixed Assets (movable and immovable) both present & future, excluding specific immovable properties.

 

xi) Rs.1515.000 Millions (2012: Rs. NIL) are secured by Second Pari passu charge on the fixed and current assets of the company.

 

xii) Rs.1568.700 Millions (2012: Rs. NIL) are secured by

(a) Residual charge on Fixed Assets and Current Assets

(b) First Pari Passu charge on escrowed Credit and Debit card receivables of specific Big Bazaar stores.

 

xiii) Rs.757.600 Millions (2012: Rs.1935.800 Millions) are secured by Residual charge

on Fixed Assets and Current Assets.

 

xiv) Rs.1515.000 Millions (2012: Rs. NIL) are secured by Residual charge on all movable fixed assets and current assets both present and future and post dated cheques.

 

xv) Rs.1750.000 Millions (2012: Rs. NIL) are secured by Residual charge on Fixed assets both present and future (movable and immovable) excluding specific immovable properties and Current Assets and post dated cheques for the installments due under the loan.

 

xvi) Rs.1500.000 Millions (2012: Rs. NIL) are secured by (a) Subservient charge on fixed assets (including immovable properties) and current assets both present and future,

(b) post dated cheques for Rs.1500.000 Millions and

(c) Mortgage of immovable property, corporate guarantee and pledge of certain investments held by associate company.

 

xvii) Rs.NIL (2012: Rs.2997.500 Millions) are secured by

(a) First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders).

(b) Second Pari passu charge on the Current Assets.

 

xviii) Rs. NIL (2012: Rs. 3637.700 Millions) are secured by

(a) First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders).

(b) First charge on Future Credit/Debit card receivables of "Pantaloon Megastores" through escrow mechanism.

 

xix) Rs. NIL (2012: Rs. 294.300 Millions) are secured by Third Pari Passu charge on Fixed and Current Assets.

 

xx) Rs. NIL (2012: Rs.2263.900 Millions) are secured by (a) Residual Charge on Fixed Assets and Current Assets. (b) First charge on Future Credit/Debit card receivables of "Pantaloon Megastores" through escrow mechanism.

 

xxi) Rs. 13328.500 Millions are secured by personal guarantee of promoter directors.

 

xxii) Term Loans are repayable as follows: Rs.4916.500 Millions in FY 2014-15, Rs. 5858.300 Millions in 2015-16, Rs.4483.600 Millions in 2016-17, Rs.4088.800 Millions in 2017-18, Rs.2075.800 Millions in 2018-19, and Rs.1160.600 Millions in 2019-20 and Rs.359.900 Millions in 2020-21.

 

Installments falling due in respect of all the above loans upto 31.03.2015 aggregating Rs.7641.500 Millions have been grouped under current maturities of long-term borrowings.

 

Weighted average rate of interest on the Term Loans is 12.58 % .

 

SHORT-TERM BORROWINGS

 

Term Loans from Banks referred above to the extent of

 

i) Rs. NIL (2012: Rs.748.900 Millions) are secured by a) Subservient charge on Fixed Assets and Current Assets b) Mortgage of immovable property, corporate guarantee and pledge of certain investments held by associate company and personal guarantee of promoter directors.

 

ii) Rs. 500.000 Millions (2012: Rs. NIL) are secured by Subservient charge on fixed (movable and immovable) and current asset both present and future and personal guarantee of promoter director.

 

iii) Rs.1000.000 Millions (2012: Rs. NIL) are secured by Residual charge on Fixed assets (movable and immovable properties) excluding specific immovable properties and Current Assets both present and future and post dated Cheque and personal guarantee of promoter directors.

 

iv) Rs.1500.000 Millions (2012: Rs.NIL) are secured by Subservient charge on tangible fixed assets (movable as well as immovable properties) excluding specific immovable properties and tangible current asset both present and future and post dated Cheque and personal guarantee of promoter director.

 

v) Weighted average rate of interest on the Term Loans is 13.08 %.

 

B) Working Capital Loans from Banks referred above to the extent of

 

i) Rs.5980.300 Millions (2012: Rs. 4300.400 Millions) are secured by (a) First Pari- Passu Charge on Current Assets (excluding credit/debit card receivables).

 

(b) Second Pari Passu charge on Credit / Debit Card Receivables of all the Stores.

(c) Second Pari Passu Charge on the fixed Assets.

 

ii) Rs.500.000 Millions (2012: Rs. NIL) are secured by Subservient charge on Fixed and Current Assets.

 

iii) Rs.1223.400 Millions (2012: Rs.NIL) are secured by Residual charge on Fixed and Current Assets (present and future).

 

iv)Rs. 455.200 Millions (2012: Rs.NIL) are secured by Subservient charge on

Current Assets and personal guarantee of promoter directors.

 

v) Rs.1499.600 Millions (2012: Rs. NIL) are secured by

(a) First Pari-Passu Charge on Current Assets (excluding credit/debit card receivables)

(b) Second Pari Passu Charge on the fixed Assets (excluding specific immovable properties)

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

NGS and Company LLP

Chartered Accountants

 

 

Risk Advisor  :

Ernst and Young Private Limited

 

 

Subsidiary Companies:

·         Futurebazaar India Limited

·         Future Knowledge Services Limited

·         Future Media (India) Limited

·         Future Agrovet Limited (till November 11, 2013)

·         Future Supply Chain Solutions Limited

·         FSC Brand Distribution Services Limited

·         Future Learning and Development Limited

·         Home Solutions Retail (India) Limited

·         Future Freshfoods Limited

·         Future E-Commerce Infrastructure Limited

·         Future Home Retail Limited (Formerly known as nuZone Electronics Limited)

·         NuZone Ecommerce Infrastructure Limited

·         Office Shop Private Limited (w.e.f. February 8, 2013)

·         Staples Future Office Products Limited (w.e.f. February 8, 2013)

·         Winner Sports Limited

·         Future Lifestyle Fashions Limited (till June 24, 2013)

 

 

Associates :

Galaxy Entertainment Corporation Limited

 

 

Joint Ventures:

·         Apollo Design Apparel Parks Limited

·         Future Generali India Insurance Company Limited

·         Future Generali India Life Insurance Company Limited

·         Goldmohur Design and Apparel Park Limited

·         Integrated Food Park Private Limited

·         Sprint Advisory Services Private Limited

·         Shendra Advisory Services Private Limited

·         Staples Future Office Products Limited (till February 7, 2013)

 

 

Enterprises over which Key Management Personnel are able to exercises significant influence:

·         Retail Light Techniques India Limited (Formerly known as Asian Retail Lighting Limited)

·         Fashion Global Retail Limited

·         Future Corporate Resources Limited

·         Future Human Development Limited

·         Future Ideas Company Limited

·         Future Outdoor Media Solutions Limited

·         Future Sharp Skills Limited

·         viii Future Consumer Enterprise Limited (Formerly known as Future Ventures India Limited)

·         Future Lifestyle Fashions Limited (w.e.f. June 25, 2013)

·         nuFuture Haribhakti Business Services Limited

·         nuFuture Digital (India) Limited

·         A kar Estate and Finance Private Limited

·         Ryka Commercial Ventures Private Limited

·         Kesari Realty Private Limited

·         Vayuputra Realty Private Limited

·         Bansi Mall Management Company Private Limited

·         Central Departmental Stores Private Limited

·         Festive Realty Private Limited

·         Iskrupa Mall Management Company Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON: 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

450000000

Equity Shares

Rs.2/- each

Rs. 900.000 Millions

50000000

Equity Shares of Class B

Rs.2/- each

Rs. 100.000

3000000

0.01% Compulsorily Convertible Preference Shares

Rs. 100/- each

Rs. 300.000

 

Total

 

Rs. 1300.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

215664839

Equity Shares

Rs.2/- each

Rs. 431.300 Millions

15929152

Equity Shares of Class B

Rs.2/- each

Rs. 31.900 Millions

 

Total

 

Rs. 463.200 Millions

 

Reconciliation of Number of Shares

 

Equity Share of Rs. 2/-each

 

Particulars

As at 31.03.2014

Number of Shares

Opening Balance

215653439

Shares Issued

--

Shares Issued on Conversion of Preference Shares

--

Closing Balance

215653439

 

Equity Shares of Class B (Series -1) of Rs. 2/- each

 

Particulars

As at 31.03.2014

Number of Shares

Opening Balance

15929152

Shares Issued

--

Closing Balance

15929152

 

0.01% Compulsorily Convertible Preference Shares of Rs. 100/-each

 

Particulars

As at 31.03.2014

Number of Shares

Opening Balance

--

Converted into Equity Shares

--

Closing Balance

--

 

Terms/Rights Attached to Equity Shares

The Company has Equity Shares having a par value of Rs.2/- each at the Balance Sheet Date. Equity Shares have been further classified in to Equity Shares carrying normal voting and dividend rights (Ordinary Shares) and Equity Shares carrying differential voting and dividend rights Class B (Series-1) Shares. Each holder of Ordinary Shares, is entitled to one vote per member in case of voting by show of hands and one vote per Ordinary Shares held in case of voting by poll/ballot. Each holder of Equity Share is also entitled to normal dividend (including interim dividend, if any) as may declared by the company.

 

Each holder of Class B (Series -1) Shares, is entitled to one vote per member in case of voting by show of hands and three vote per four Class B (Series-1) shares held in case of voting by poll/ballot. Each holder of Class B (Series-1) Share is also entitled to 2% additional dividend in addition to normal dividend (including interim dividend, if any) as may declared by the company.

 

Further, the Company may declare dividend only for Class B (Series-1) Share upto 2% without declaring any dividend for Equity

Shares.

 

All other rights would be same for both classes of Equity Shares.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General Meeting.

 

In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distributions will be in proportion to the number of equity shares held by shareholder.

 

The Company does not have any holding Company.

 

(iv) Shares in the Company held by each shareholder holding more than 5 percent shares and number of Shares held are as

under:

 

Particulars

As at 31.03.2014

Number of Shares

% Holding

Equity Shares

 

 

Future Corporate Resources Limited

8,92,90,093

41.40

PIL Industries Limited

1,46,77,448

6.81

ARISAIG Partners (Asia) PTE Limited A/c Arisaig India Fund Limited

2,01,37,118

9.34

Bennett, Coleman and Company Limited

1,25,66,477

5.83

Equity Shares of Class B (Series-1) Shares

 

 

PIL Industries Limited

29,38,034

18.44

Gargi Developers Private Limited

28,00,000

17.57

Manz Retail Private Limited

9,71,756

6.10

 

Pursuant to the provisions of Section 206A of the Companies Act, 1956, the issue of 11,400 equity shares is kept in abeyance.

 

Shares allotted as fully paid up without payment received in cash (during 5 years preceding March 31, 2014).

Allotted 59,28,818 Equity Shares of Rs.2/- each and 63,47,635, 0.01% Compulsory Convertible Preference Shares of Rs.100/- each as fully paid up pursuant to Scheme of Arrangement.

 

The Company has reserved issuance of 25,00,000 (2012 : NIL) Equity Shares of Rs. 2/- each for offering to eligible employees of the Company under Employees Stock Option Scheme (ESOS). During the period, Company has granted 2,76,279 (2012 : NIL ) revised to 3,05,192 options, post corporate action affecting option value and transfer of certain options to Future Lifestyle Fashions Limited due to transfer of the employees pursuant to Scheme of Arrangement, to the eligible employees at exercise price of Rs.20/- per option, again revised post corporate action to exercise price of ` 10/- per option plus all applicable taxes, as may be levied in this regard on the company. Out of the options granted, 11,798 options were cancelled due to cessation of employment. The options would vest over a maximum period of 3 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

(15 Months)

31.12.2012

(18 Months)

30.06.2011

(12 Months)

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

463.200

463.200

1069.000

(b) Reserves & Surplus

32053.300

32762.300

26712.300

(c) Money received against share warrants

0.000

0.000

1000.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

32516.500

33225.500

28781.300

 

 

 

 

Optionally Fully Convertible Debentures

0.000

8000.000

0.000

Compulsory Convertible Debentures

1500.000

0.000

0.000

Optionally Convertible Debentures

2500.000

0.000

0.000

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

37552.000

18544.200

13927.500

(b) Deferred tax liabilities (Net)

1801.800

949.900

870.500

(c) Other long term liabilities

0.000

1500.000

1450.000

(d) long-term provisions

160.300

53.200

27.100

Total Non-current Liabilities (3)

39514.100

21047.300

16275.100

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

13486.000

5511.800

5382.300

(b) Trade payables

12240.200

8100.200

9386.900

(c) Other current liabilities

11540.700

9809.100

3250.600

(d) Short-term provisions

198.400

335.300

272.200

Total Current Liabilities (4)

37465.300

23756.400

18292.000

 

 

 

 

TOTAL

113495.900

86029.200

63348.400

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

41125.800

21862.900

13354.400

(ii) Intangible Assets

2276.700

970.200

1315.900

(iii) Capital work-in-progress

3638.200

2097.300

1001.300

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

13495.200

22802.300

22505.200

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d) Long-term Loan and Advances

3709.900

7640.100

3492.000

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

64245.800

55372.800

41668.800

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

31132.900

21402.400

17622.000

(c) Trade receivables

3139.800

1650.100

1781.100

(d) Cash and cash equivalents

1024.800

555.300

859.100

(e) Short-term loans and advances

13793.300

6909.900

1305.900

(f) Other current assets

159.300

138.700

111.500

Total Current Assets

49250.100

30656.400

21679.600

 

 

 

 

TOTAL

113495.900

86029.200

63348.400

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

(15 Months)

31.12.2012

(18 Months)

30.06.2011

(12 Months)

 

SALES

 

 

 

 

 

Revenue from operations

115774.400

69877.300

41014.800

 

 

Other Income

277.400

277.000

163.400

 

 

TOTAL                                     (A)

116051.800

70154.300

41178.200

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

218.500

252.100

254.900

 

 

Purchases of Stock-in-Trade

84988.700

48151.100

31182.800

 

 

Changes in Inventories of Finished Goods, Work-in-Progress and

Stock-in-Trade

(230.700)

(3959.300)

(4941.500)

 

 

Employee Benefit Expenses

4239.400

3363.100

2144.700

 

 

Other Expenses

16161.000

14307.300

8184.100

 

 

Exceptional Items

(306.600)

(2566.000)

0.000

 

 

TOTAL                                     (B)

105070.300

59548.300

36825.000

 

 

 

 

 

Less

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

10981.500

10606.000

4353.200

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

6925.400

4604.100

1736.600

 

 

 

 

 

 

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

4056.100

6001.900

2616.600

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

4043.400

3118.700

1463.700

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

12.700

2883.200

1152.900

 

 

 

 

 

Less

TAX                                                                  (H)

(15.400)

150.600

386.300

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

28.100

2732.600

766.600

 

 

 

 

 

 

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

6540.700

5063.500

4959.800

 

 

 

 

 

 

APPROPRIATIONS

 

 

 

 

 

Debenture Redemption Reserve

1200.000

693.800

350.000

 

 

Transfer to General Reserve

2.800

273.000

78.700

 

 

Dividend

139.700

255.400

202.700

 

 

Proposed Dividend on Preference Shares

0.000

0.000

0.100

 

 

Tax on Dividend

23.700

41.400

32.900

 

BALANCE CARRIED TO THE B/S

5202.600

6540.700

5063.500

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB Basis

884.300

851.300

466.200

 

TOTAL EARNINGS

884.300

851.300

466.200

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

0.900

2.700

7.500

 

 

Stores & Spares/ Stock in Trade

1338.000

1159.800

556.300

 

 

Capital Goods

297.600

101.800

203.600

 

 

Accessories and Others

13.400

13.900

15.400

 

TOTAL IMPORTS

1649.900

1278.200

782.800

 

 

 

 

 

 

Earnings Per Share (Rs.)

0.12

12.08

3.54

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

(15 Months)

31.12.2012

(18 Months)

30.06.2011

(12 Months)

PAT / Total Income

(%)

0.01

3.90

1.86

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

0.02

4.12

2.81

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.01

 

4.71

2.89

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.00

 

0.09

0.05

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

1.57

 

0.72

0.68

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.31

 

1.30

1.19

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

30.06.2011

31.12.2012

31.03.2014

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Share Capital

1,069.000

463.200

463.200

Reserves & Surplus

26,712.300

32,762.300

32,053.300

Money received against share warrants

1,000.000

0.000

0.000

Net worth

28,781.300

33,225.500

32,516.500

 

 

 

 

long-term borrowings

13,927.500

18,544.200

37,552.000

Short term borrowings

5,382.300

5,511.800

13,486.000

Total borrowings

19,309.800

24,056.000

51,038.000

Debt/Equity ratio

0.671

0.724

1.570

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

30.06.2011

31.12.2012

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Revenue from operations

41,014.800

69,877.300

115,774.400

 

 

70.371

65.682

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

30.06.2011

31.12.2012

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Revenue from operations

41,014.800

69,877.300

115,774.400

Profit/(Loss) After Tax

766.600

2,732.600

28.100

 

1.87%

3.91%

0.02%

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES OF LONG-TERM BORROWINGS

 

Particulars

31.03.2014

(Rs. In Millions)

31.12.2012

(Rs. In Millions)

30.06.2011

(Rs. In Millions)

Current Maturities of Long-Term Borrowings

7641.500

3015.300

971.400

 

 

 

 

Total

7641.500

3015.300

971.400

 

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

--

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

No

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

 

UNSECURED LOAN

 

Particulars

31.03.2014

(Rs. In Millions)

31.12.2012

(Rs. In Millions)

Short Term Borrowings

 

 

Loans from Related Parties

827.500

462.500

 

 

 

Total

827.500

462.500

 

 

CONTINGENT LIABILITIES

 

Particulars

31.03.2014

(Rs. In Millions)

31.12.2012

(Rs. In Millions)

A. Claims Against the Company Not Acknowledged as Debts

 

 

i) Value Added Tax Act/Income Tax

416.300

51.800

ii) Others

3416.300

495.600

B. Corporate Guarantees Given on Behalf of Group Companies

345.400

3035.900

 

 

REVIEW OF PERFORMANCE

 

The performance review is for the financial period of fifteen months pursuant to extension of the present accounting period by three months. In the current financial period we mark beginning of a new innings and laying the foundation for the Company’s future, as major realignment initiatives of the Company have been achieved. The Company has also changed its name to Future Retail Limited from its earlier name, viz. Pantaloon Retail (India) Limited. The Company is now operating in hypermarket and home business including Big Bazaar, Food Bazaar, fbb, Home Town and eZone.

 

The Retail business of the Company has been showing growth trend during the financial period. The Company is now present in hypermarket segment and home business and for the period recorded growth through increase in presence in various cities. Income from operations for the financial period were at Rs. 115774.400 Millions which was at Rs.69877.300 Millions during the financial period of 2011-12. PBDIT excluding exceptional items, stood at Rs.10674.900 Millions in during the financial period of 2013-14, which was at Rs.8040.000 Millions in the previous financial period. PAT for the financial period was Rs.28.100 Millions, which was at Rs.2732.600 Millions for the preceding financial period. Due to various realignment exercises undertaken by the Company and different duration of the current and previous financial period, the current financial period result is not comparable with the previous financial period, which was of eighteen months.

 

During the financial period 2013-14, the Company is operating through 10.36 million square feet of retail space, spread over pan India basis.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

The year 2013-14 saw the emergence of Future Retail Limited as a pure play retail Company focusing on hypermarket, electronics and home businesses. The Company completed the amalgamation of value and home businesses into one single entity, completed various realignment initiatives along with the sale of its non-core assets. The Company commenced divestment of its non-core retail investment in previous financial period with sale of its consumer finance Company to a leading private equity player. Further Company also sold a part of its stake in its life insurance venture. The management expects to exit the remaining stake in the remaining non-core entities which shall be value accretive to the Company. This has resulted in a simplified entity structure and consolidation of operations. These steps taken by the management will provide better returns in form of improved profitability, increase economic value of businesses, improve overall stakeholders’ satisfaction and further help in better governance and compliance.

 

During the period, the Company continued to remain cautious on store network expansion and focused on driving growth through higher productivity and enhancing profitability through higher efficiencies of its existing network. The Company expanded its presence across its formats in existing and new cities with the aim of increasing productivity and profitability, the focus is on increasing footfalls, customer ticket sizes and sales of high margin categories. Through an upgraded product mix across categories at attractive price points and various promotional events, the Company is successful in attracting new customers to their stores and also enhancing the shopping experience of existing customers.

 

OPERATIONAL OVERVIEW

 

The Company’s focus on optimizing the store network, increasing store efficiencies along with higher store productivity and upgraded product offering resulted in higher operating margins.

 

The re-invention of the fashion business has led to the complete transformation of Big Bazaar. With the aim of building to connect with the youth, fbb created a strong product line with extremely competitive pricing. This strategy resulted in higher margins over the last five quarters. Even in the food segment, the Company focused on newer and upgraded categories offering customers a wider choice resulting in higher revenue realization per customer. The home segment including furniture, home furnishing and electronics underwent a revamp during the period. Leveraging Big Bazaar network to grow the electronics business witnessed a turnaround and rapid expansion.

 

The Company undertook various initiatives to strengthen its technology platform at the store level as well as at the back end. This resulted in improved efficiencies at the store level through faster check-outs for customers, optimized resource planning, and reduced time-to-market of new stores.

 

CUSTOMER AND MARKETING OVERVIEW

 

During the period, the Company carried out various activities and promotional events to engage with the customers across formats. The re-energized weekly promotional event, Wednesday Bazaar resulted in higher footfalls during mid-week. The revamped store network was successful in attracting new customers.

 

Taking forward the message ‘Let’s make India Thoda Aur Stylish’, team fbb has designed a massive campaign. The association of fbb with Femina Miss India 2014 and celebrity endorsement of Shikhar Dhawan created a perfect platform for the brand in highlighting its chic and high street fashion wear collection promising to deliver latest and fresh fashion for its customers at affordable prices.

 

This financial period ended with the launch of “Making India Beautiful” campaign for Big Bazaar stores. The focus will be on celebrating newer categories in the hypermarket segment. The campaign celebrates aspirational and premium categories which are expected to and will deliver higher sales and profitability in the next financial year.

 

The Company operates one of the largest loyalty programs in India with over 15 million members across its formats. This program is leveraged for driving promotions and direct communication with customers offering customized merchandise.

 

During the period, the Company’s flagship format, Big Bazaar was adjudged as the fourth Most Trusted Brand in the services category, in a consumer survey done by global market research firm, The Nielsen Company. Among the other brands in the top five were Airtel, Vodafone, State Bank of India and BSNL.

 

COMPETITION

 

With presence in 98 cities, the Company has built a strong presence in the key consumption centers. At the same time, they continued to register their presence in fast growing cities across the country. The Company also has a formidable, scalable and mature business hence the competitive pressure, especially at the national level, in the hypermarket business continues to be feeble. The Company’s vast experience, strong sourcing abilities, a strong portfolio of private brands and loyalty programs are expected to provide a fundamentally stronger position to face competition.

 

BUSINESS OUTLOOK

 

With political clarity emerging, the business and consumer confidence is expected to improve. In the new financial year, geared with a streamlined organizational design, the Company intends to grow its retail businesses. The Company expects that with improvement in consumer sentiment and increased consumer spending will enable the growth momentum. The management continues to be cautiously optimistic towards the external economic environment and expects consumer demand to become more consistent and robust in the forthcoming financial year.

 

The various steps taken towards divestment of non-core assets and consolidation of retail business helped building a focused retail organization with the strong foundation. This has given confidence to the Company to pursue a higher rate of store network expansion in existing and new consumption centers.

 

 

The Company has launched an omni-channel strategy enabling it to reach out to customers that are not catered by the current store network. This platform will act as a further growth channel for the Company. This channel will grow leveraging the existing store network, current supply chain set-up and technology platform.

 

Within its retail business, a number of initiatives focusing on increasing productivity and profitability of stores, an upgraded merchandize mix, streamlined supply chain and distribution, increased investments in technology, customer engagements, loyalty programs and improving the customer experience, has already started to show results.

 

 

AWARDS AND RECOGNITIONS

 

Future Retail Limited Won the Best Run Award in IT (Technology Solutions) at SAP ACE 2013

 

Best Run Award 2013

Home Town became the first Indian retailer to bag Global Innovation Award for the year 2012- 2013.

 

EMC Transformers Award 2013

Technology Services Team at Future Group won the EMC Transformers Awards for their smart and judicious use of IT services.

 

CIO100 Awards 2013

Business Technology Services of Future Group won this award for the 2nd consecutive year for the project “Pratibimb”, a project carried for virtualization of desktops to enhance user productivity.

 

CISO Award 2013

IT support services received this prestigious for innovative ways to secure the business in the most effective manner and deliver business value, by creating competitive advantage, optimizing business processes, enabling growth and improving relationships with customers.

 

• Consumer Survey of Product Innovation 2013

Sach Handwash voted product of the year by Consumer Survey of Product Innovation 2013

 

Images Fashion Awards 2013

The Most Admired Fashion Retail Personality of the Year – Mr. Kailash Bhatia

 

• The Global Innovation Award

International Home + House wares Retail Excellence /Global Innovation’ for the year 2012-2013 – Home Town

 

Retailer Technology Awards 2013

 

Future Group’s IT team was felicitated with the following awards:

 

Retail Application of the year

 

IT Team of the year

 

Supply Chain Software Solution

 

4th Most Trusted Service Brands In India

Big Bazaar is the 4th most trusted service brand in India in the Brand Equity Survey 2013 conducted by Nielsen.

Images Most Admired Food and Grocery Retailer

 

Foodhall bagged the Images Most Admired Food and Grocery

Retailer at the 7th Coca Cola Golden Spoon Awards 2014.

 

FIXED ASSETS

 

Tangible Asset

 

·         Freehold Land

·         Leasehold Land

·         Building

·         Plant and Equipments

·         Office Equipments

·         Computers

·         Furniture and Fittings

·         Electrical Installations

·         Vehicles

 

Intangible Asset

 

·         Computer Software

 

 


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 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. 59.73

UK Pound

1

Rs. 102.36

Euro

1

Rs. 81.38

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Analysis Done by :

DIV

 

 

Report Prepared by :

SNT

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

7

--CREDIT LINES

1~10

6

--MARGINS

-5~5

---

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--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

 

53

 

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.