MIRA INFORM REPORT
|
Report Date : |
21.05.2014 |
IDENTIFICATION DETAILS
|
Name : |
PANTALOONS FASHION AND RETAIL LIMITED (w.e.f. 23.04.2013) |
|
|
|
|
Formerly Known
As : |
PETER ENGLAND FASHIONS AND RETAIL LIMITED |
|
|
|
|
Registered
Office : |
701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri (East), Mumbai – 400059, Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
19.04.2007 |
|
|
|
|
Com. Reg. No.: |
11-233901 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 10.100 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L18101MH2007PLC233901 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMP32162E |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAECP2371C |
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|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Retailer of
Apparels and Fashion Accessories. |
|
|
|
|
No. of Employees
: |
5300 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (50) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
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|
|
|
Litigation : |
Clear |
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|
|
|
Comments : |
Subject is a subsidiary of ‘ADITYA BIRLA NUVO LIMITED’. It is
well-established company having fine track record. The company has incurred loss from its operational activities during
the financial year 2013. However, the rating reflects established position of Pantaloons as one
of the largest players in the branded fashion and lifestyle segment and
prominent store presence in top 8 cities. Further, rating also reflects
managerial and financial support that company received from its parent. Trade relations are reported as fair. Business is active. Payments are
reported to be regular and as per commitment. In view of strong holding, 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 – March 31, 2014
|
Country Name |
Previous Rating (31.12.2013) |
Current Rating (31.03.2014) |
|
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
US investment bank
Goldman Sachs has upgraded its outlook on Indian markets as it expects positive
impact of the election cycle.
India’s economy may
grow 4.7 % in the current financial year, lower than the official estimate of
4.9 %, Fitch Rating said. The global rating agency expects the economy to pick
up in the next two financial years.
Global ratings
agency Standard & Poor said increasing focus by India Inc on lowering debt
is likely to improve their credit profiles.
Singapore (1.1
million Indian tourists in 2012), Thailand (one million), the United Arab
Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred
holidays hotspots for Indians. The total figure is expected to increase to 1.93
million by 2017, according to the latest Eurmonitor international report.
There is a $29.34 bn
outward foreign direct investment by domestic companies between April and
January of 2013/14 which has seen some signs of recovery according to a Care
Ratings report.
There are 264 number
of new companies being set up every day on average during 2014. Most of them
are registered in Mumbai. India had 1.38 million registered companies at the
end of January, 2014.
Twitter like
messaging service Weibo Corporation has filed to raise $ 500 million via a US
initial public offering. Alibaba, which owns a stake in Weibo is expected to
raise about $ 15 billion New York this year in the highest profile Internet IPO
since Facebook’s in 2012.
Bharti Airtel has
raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at
a coupon rate of three per cent and maturing in 2020. This is the largest ever
bond offering by an Indian company in Swiss Francs. Bharat Petroleum
Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98
% coupon rate in February.
Indian Oil
Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex
at its almost complete Paradip refinery in Odhisha in three to four years. The
company board is set to consider the setting up of a 700000 tonne per annum
polypropylene plant at an estimated cost at Rs.3150 crore.
Global chief
information officers at gathering in Bangalore in April to meet Indian startups
at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in
the making.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
ICRA |
|
Rating |
Non-Convertible Debenture Programme : AA |
|
Rating Explanation |
High degree of safety and low credit risk. |
|
Date |
May 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 DECLINED BY
|
Name : |
Mr. Vivek Jhawar |
|
Contact No.: |
91-9323173218 |
|
Date : |
20.05.2014 |
LOCATIONS
|
Registered/ Corporate Office : |
701-704, 7th Floor, Skyline Icon Business Park,
86-92 Off A. K. Road, Marol Village, Andheri (East), Mumbai – 400059,
Maharashtra, India |
|
Tel. No.: |
91-8652905000 |
|
Fax No.: |
91-8652905400 |
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E-Mail : |
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|
Website : |
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Stores : |
Located at: · Ahmedabad · Aurangabad · Allahabad · Bengaluru · Bareilly · Bilaspur · Bhopal · Bhubaneshwar · Chennai · Chandigarh · Coimbatore · Cuttack · Delhi · Dhanbad · Guwahati · Hyderabad · Indore · Kanpur · Kolkata · Lucknow · Ludhiana · Mangalore · Mumbai · Mysore · Nashik · Nagpur · Pune · Ranchi · Rajkot · Vadodara · Surat · Vishakapatnam · Siliguri · Durgapur |
DIRECTORS
AS ON 31.03.2013
|
Name : |
Mr. P Murari |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Bharat Patel |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Dr. Rakesh Jain |
|
Designation : |
Non-Executive Director |
|
|
|
|
Name : |
Mr. Pranab Barua |
|
Designation : |
Director |
|
Address : |
D-1, Cedar Crest, 258, 10th Main, Defence Colony, Indira
Nagar, Bangalore – 560038, Karnataka, India |
|
Date of Birth/Age : |
21.09.1952 |
|
Date of Appointment : |
23.01.2009 |
|
DIN No.: |
00230152 |
|
|
|
|
Name : |
Mr. Sushil Agarwal |
|
Designation : |
Director |
|
Address : |
Ocean Co-operative Society Limited, 301, Ocean View Union Park, Khar
(West), Mumbai – 400052, Maharashtra, India |
|
Date of Birth/Age : |
13.06.1963 |
|
Date of Appointment : |
15.07.2010 |
|
DIN No.: |
00060017 |
KEY EXECUTIVES
|
Name : |
Ms. Purvi Roy |
|
Designation : |
Accounts Manager |
|
|
|
|
Name : |
Mr. Shital Mehta |
|
Designation : |
Chief Executive Officer |
|
|
|
|
Name : |
Mr. Manoj Kedia |
|
Designation : |
Chief Financial Officer and
Manager |
|
|
|
|
Name : |
Mr. Chandrashekhar Chavan |
|
Designation : |
Chief People Officer |
|
|
|
|
Name : |
Ms. Geetika Anand Talwar |
|
Designation : |
Company Secretary and
Compliance Officer |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 31.03.2014
|
Category of
Shareholder |
Total
No. of Shares |
As a % |
|
(A) Shareholding
of Promoter and Promoter Group |
||
|
|
|
|
|
|
63056196 |
67.95 |
|
|
63056196 |
67.95 |
|
|
|
|
|
Total
shareholding of Promoter and Promoter Group (A) |
63056196 |
67.95 |
|
(B) Public
Shareholding |
||
|
|
|
|
|
|
47331 |
0.05 |
|
|
558507 |
0.60 |
|
|
347293 |
0.37 |
|
|
953131 |
1.03 |
|
|
|
|
|
|
25679817 |
27.67 |
|
|
|
|
|
|
1794494 |
1.93 |
|
|
1228476 |
1.32 |
|
|
81415 |
0.09 |
|
|
49904 |
0.05 |
|
|
20 |
0.00 |
|
|
31041 |
0.03 |
|
|
350 |
0.00 |
|
|
100 |
0.00 |
|
|
28784202 |
31.02 |
|
Total Public
shareholding (B) |
29737333 |
32.05 |
|
Total (A)+(B) |
92793529 |
100.00 |
|
(C) Shares held
by Custodians and against which Depository Receipts have been issued |
|
|
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total
(A)+(B)+(C) |
92793529 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Retailer of
Apparels and Fashion Accessories. |
|
|
|
|
Brand Name : |
“Pantaloons” |
GENERAL INFORMATION
|
No. of Employees : |
5300 (Approximately) |
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Bankers : |
· Dhanalakshmi Bank Limited Ground Floor, Janmabhoomi Bhavan, Janmabhoomi Marg, Fort, Mumbai - 400001, Maharashtra, India |
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Facilities : |
|
||||||||||||||||||||||||
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|
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Banking
Relations : |
-- |
|
|
|
|
Financial Institution : |
· Axis Trustee Services Limited Axis House, 2nd Floor, Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, India |
|
|
|
|
Statutory Auditors : |
|
|
Name : |
S.R. Batliboi Company And LLP Chartered Accountants |
|
|
|
|
Holding Company : |
Indigold Trade and Services Limited |
|
|
|
|
Ultimate Holding
Company : |
Aditya Birla Nuvo Limited (ABNL) |
|
|
|
|
Fellow Subsidiary : |
Madura Garments Lifestyle Retail Company Limited (MGLRCL) |
CAPITAL STRUCTURE
AS ON 23.08.2013
Authorised Capital : Rs. 1101.500 Millions
Issued, Subscribed & Paid-up Capital : Rs. 932.985
Millions
AS ON 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
10,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 100.000 Millions |
|
10,000,000 |
8% Redeemable Cumulative Preference Shares |
Rs. 10/- each |
Rs. 100.000 Millions |
|
15,000 |
6% Redeemable Cumulative Preference Shares |
Rs. 100/- each |
Rs. 1.500 Millions |
|
|
|
|
|
|
|
Total |
|
Rs. 201.500
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
500,000 |
Equity Shares |
Rs. 10/- each |
Rs. 5.000
Millions |
|
500,000 |
8% Redeemable Cumulative Preference Shares |
Rs. 10/- each |
Rs. 5.000
Millions |
|
500 |
6% Redeemable Cumulative Preference Shares |
Rs. 100/- each |
Rs. 0.100
Million |
|
|
|
|
|
|
|
Total |
|
Rs. 10.100 Millions |
a. Reconciliation of the paid-up shares outstanding
at the beginning and at the end of the reporting year
|
No. of Shares
Outstanding at the beginning of the year |
31.03.2013 |
|
|
|
No. of Shares |
Rs. in Millions |
|
Equity Shares |
500,000 |
5.000 |
|
8% Redeemable Cumulative Preference Shares of Rs. 10/- each |
500,000 |
5.000 |
|
6% Redeemable Cumulative Preference Shares of Rs. 100/- each |
500 |
0.100 |
|
|
|
|
|
Total |
1000500 |
10.100 |
|
No. of Shares Outstanding at the ending of the
year |
31.03.2013 |
|
|
|
No. of Shares |
Rs. in Millions |
|
Equity Shares |
500,000 |
5.000 |
|
8% Redeemable Cumulative Preference Shares of Rs. 10/- each |
500,000 |
5.000 |
|
6% Redeemable Cumulative Preference Shares of Rs. 100/- each |
500 |
0.100 |
|
|
|
|
|
Total |
1000500 |
10.100 |
b. Terms/Rights Attached to Equity Shares
The Company has
only one class of equity shares having a par value of Rs.10/- per share. Each
holder of equity shares is entitled to one vote per share. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
In the event of
liquidation of the Company, the holders of equity shares will be entitled to
receive remaining assets of the Company, after distribution to all preference
shareholders. The distribution will be in proportion to the number of the
equity shares held by the shareholders.
c. Terms of Conversion/Redemption of Preference
Shares
500,000 8% Redeemable Cumulative Preference share of Rs.10/- each, fully
paid-up (Previous Year: 500,000).
Preference shares
are entitled to cumulative dividend @8% p.a. The Company declares and pays
dividend in Indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General
Meeting. These preference shares are redeemable by the Company at any time
after completion of ten years from 31st March, 2009, at the face value. In the
event of liquidation of the Company before redemption of preference shares, the
holders of preference shares will have priority over equity shares in the
payment of dividend and repayment of capital.
500 6% Redeemable
Cumulative Preference share of Rs.100/- each, fully paid-up (Previous Year:
500).
Preference shares
are entitled to cumulative dividend @6% p.a. The Company declares and pays dividend
in Indian rupees. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting. These
preference shares are redeemable by the Company at any time after completion of
ten years from 14th October, 2009, at the face value. In the event of
liquidation of the Company before redemption of preference shares, the holders
of preference shares will have priority over equity shares in the payment of
dividend and repayment of capital.
d. Details of shareholders holding more than 5%
shares in the Company
Number of shares held by each shareholder in excess
of 5% based on the shares held on the Balance Sheet date
|
Name of Shareholders |
31.03.2013 |
|
|
i) Equity Shares |
No. of Shares |
% Holding |
|
Indigold Trade
and Services Limited and its nominees (Holding Company) |
500,000 |
100% |
|
Aditya Birla
Nuvo Limited and its nominees (Ultimate Holding Company) |
-- |
|
|
|
500,000 |
100% |
|
ii) 8% Redeemable Cumulative Preference Shares of
Rs.10/- each |
|
|
|
Aditya Birla
Nuvo Limited (Ultimate Holding Company) |
500,000 |
100% |
|
|
500,000 |
100% |
|
iii) 6% Redeemable Cumulative Preference Shares
of Rs.100/- each |
|
|
|
Naman Finance and Investment Private Limited |
250 |
50% |
|
Infocyber (India) Private Limited |
250 |
50% |
|
|
500 |
100% |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.03.2013 |
31.03.2012 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders'
Funds |
|
|
|
|
(a) Share Capital |
|
10.100 |
10.100 |
|
(b) Reserves & Surplus |
|
(778.000) |
2.000 |
|
(c) Money received against share warrants |
|
0.000 |
0.000 |
|
(d) Share Suspense Account |
|
8,463.200 |
0.000 |
|
|
|
|
|
|
(2) Share
Application money pending allotment |
|
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
|
7,695.300 |
12.100 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
|
4,849.300 |
0.000 |
|
(b) Deferred tax liabilities (Net) |
|
0.000 |
0.000 |
|
(c)
Other long term liabilities |
|
364.600 |
0.000 |
|
(d)
long-term provisions |
|
22.900 |
0.000 |
|
Total
Non-current Liabilities (3) |
|
5,236.800 |
0.000 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
|
9,988.100 |
0.000 |
|
(b)
Trade payables |
|
3,163.000 |
17.500 |
|
(c)
Other current liabilities |
|
2,711.500 |
1.700 |
|
(d)
Short-term provisions |
|
28.100 |
6.600 |
|
Total
Current Liabilities (4) |
|
15,890.700 |
25.800 |
|
|
|
|
|
|
TOTAL |
|
28,822.800 |
37.900 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
|
4,696.100 |
0.000 |
|
(ii)
Intangible Assets |
|
11,676.500 |
0.000 |
|
(iii)
Capital work-in-progress |
|
135.500 |
0.000 |
|
(iv) Intangible assets under development |
|
0.000 |
0.000 |
|
(b) Non-current
Investments |
|
0.000 |
3.200 |
|
(c) Deferred tax assets
(net) |
|
0.000 |
0.000 |
|
(d) Long-term Loan
and Advances |
|
625.500 |
0.200 |
|
(e)
Other Non-current assets |
|
0.000 |
0.000 |
|
Total
Non-Current Assets |
|
17,133.600 |
3.400 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
|
8,000.000 |
0.000 |
|
(b)
Inventories |
|
3,248.700 |
2.000 |
|
(c)
Trade receivables |
|
69.800 |
17.900 |
|
(d)
Cash and cash equivalents |
|
192.300 |
0.500 |
|
(e)
Short-term loans and advances |
|
118.500 |
14.100 |
|
(f)
Other current assets |
|
59.900 |
0.000 |
|
Total
Current Assets |
|
11,689.200 |
34.500 |
|
|
|
|
|
|
TOTAL |
|
28,822.800 |
37.900 |
|
SOURCES OF FUNDS |
|
|
31.03.2011 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
|
10.050 |
|
|
2] Share Application Money |
|
|
0.000 |
|
|
3] Reserves & Surplus |
|
|
0.000 |
|
|
4] (Accumulated Losses) |
|
|
(8.827) |
|
|
NETWORTH |
|
|
1.223 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
|
0.000 |
|
|
2] Unsecured Loans |
|
|
0.000 |
|
|
TOTAL BORROWING |
|
|
0.000 |
|
|
DEFERRED TAX LIABILITIES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
1.223 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
|
0.012 |
|
|
Capital work-in-progress |
|
|
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
3.177 |
|
|
DEFERREX TAX ASSETS |
|
|
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
|
1.974 |
|
|
Sundry Debtors |
|
|
6.269 |
|
|
Cash & Bank Balances |
|
|
0.334 |
|
|
Other Current Assets |
|
|
0.000 |
|
|
Loans & Advances |
|
|
6.681 |
|
Total
Current Assets |
|
|
15.258 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
|
14.667 |
|
|
Other Current Liabilities |
|
|
1.366 |
|
|
Provisions |
|
|
1.191 |
|
Total
Current Liabilities |
|
|
17.224 |
|
|
Net Current Assets |
|
|
(1.966) |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
1.223 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from Operations |
12,851.400 |
174.300 |
127.839 |
|
|
|
Other Income |
632.200 |
13.900 |
0.147 |
|
|
|
TOTAL (A) |
13,483.600 |
188.200 |
127.986 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Purchases of Traded Goods |
7,510.400 |
149.300 |
109.566 |
|
|
|
Changes in inventories of finished goods, work-in-progress
and Stock-in-Trade |
233.400 |
(0.100) |
(1.433) |
|
|
|
Employees benefits expense |
911.500 |
5.700 |
5.325 |
|
|
|
Other expenses |
3,534.900 |
15.000 |
14.111 |
|
|
|
TOTAL (B) |
12,190.200 |
169.900 |
127.569 |
|
|
|
|
|
|
|
|
Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
1,293.400 |
18.300 |
0.417 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
1,438.000 |
0.400 |
0.037 |
|
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
(144.600) |
17.900 |
0.380 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
544.300 |
0.000 |
0.008 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX (E-F) (G) |
(688.900) |
17.900 |
0.372 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
0.000 |
5.700 |
0.250 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
(688.900) |
12.200 |
0.122 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
On Export of Goods (F.O.B. Basis) |
78.000 |
155.400 |
119.855 |
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Capital Goods |
19.400 |
0.000 |
NA |
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
(9.89) |
21.64 |
1.63 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2013 |
30.09.2013 |
31.12.2013 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
|
Net Sales |
3443.200 |
4878.500 |
4188.400 |
|
Total Expenditure |
3513.900 |
4836.600 |
3849.100 |
|
PBIDT (Excl OI) |
(70.700) |
41.900 |
339.300 |
|
Other Income |
20.500 |
10.000 |
10.800 |
|
Operating Profit |
(50.200) |
51.900 |
350.100 |
|
Interest |
360.500 |
282.700 |
270.600 |
|
Exceptional Items |
0.000 |
0.000 |
0.000 |
|
PBDT |
(410.700) |
(230.800) |
79.500 |
|
Depreciation |
167.500 |
204.200 |
236.100 |
|
Profit Before Tax |
(578.200) |
(435.000) |
(156.600) |
|
Tax |
0.000 |
0.000 |
0.000 |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
(578.200) |
(435.000) |
(156.600) |
|
Extraordinary Items |
0.000 |
0.000 |
0.000 |
|
Prior Period Expenses |
0.000 |
0.000 |
0.000 |
|
Other Adjustments |
0.000 |
0.000 |
0.000 |
|
Net Profit |
(578.200) |
(435.000) |
(156.600) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
(5.11)
|
6.48 |
0.10 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(5.36)
|
10.27 |
0.29 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(2.40)
|
51.59 |
2.44 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.09)
|
1.48 |
0.30 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
1.93
|
0.00 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.74
|
1.34 |
0.89 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
31.03.2012 |
31.03.2013 |
|
|
(Rs.
in Millions) |
(Rs.
in Millions) |
|
Share Capital |
10.100 |
10.100 |
|
Reserves & Surplus |
2.000 |
(778.000) |
|
Share Suspense Account |
0.000 |
8,463.200 |
|
Net
worth |
12.100 |
7,695.300 |
|
|
|
|
|
long-term borrowings |
0.000 |
4,849.300 |
|
Short term borrowings |
0.000 |
9,988.100 |
|
Total
borrowings |
0.000 |
14,837.400 |
|
Debt/Equity
ratio |
0.000 |
1.928 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2011 |
31.03.2012 |
31.03.2013 |
|
|
(Rs.
in Millions) |
(Rs.
in Millions) |
(Rs.
in Millions) |
|
Sales |
127.839 |
174.300 |
12,851.400 |
|
|
|
36.343 |
7,273.150 |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2011 |
31.03.2012 |
31.03.2013 |
|
|
(Rs.
in Millions) |
(Rs.
in Millions) |
(Rs.
in Millions) |
|
Sales |
127.839 |
174.300 |
12,851.400 |
|
Profit/ (Loss) |
0.122 |
12.200 |
(688.900) |
|
|
0.10% |
7.00% |
(5.36%) |
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 |
Yes |
|
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 |
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 |
INDEX OF CHARGES
|
S.NO. |
CHARGE ID |
DATE OF CHARGE CREATION/MODIFICATION |
CHARGE AMOUNT SECURED |
CHARGE HOLDER |
ADDRESS |
SERVICE REQUEST NUMBER (SRN) |
|
1 |
10444168 |
27/03/2014 * |
1,290,000,000.00 |
AXIS TRUSTEE SERVICES LIMITED |
AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA |
C03717501 |
|
2 |
10444256 |
27/03/2014 * |
7,500,000,000.00 |
AXIS TRUSTEE SERVICES LIMITED |
AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA |
C03754314 |
* Date of charge modification
UNSECURED LOANS
|
UNSECURED LOANS |
31.03.2013 (Rs.
In Millions) |
31.03.2012 (Rs.
In Millions) |
|
SHORT TERM BORROWINGS |
|
|
|
Loans and Advances from related parties repayable on demand |
64.900 |
0.000 |
|
Acceptances from Banks |
1200.700 |
0.000 |
|
Other Loans and Advances (repayable on demand) |
8606.400 |
0.000 |
|
|
|
|
|
Total |
9872.000 |
0.000 |
CHANGE OF ADDRESS:
The Registered office of the Company was changed from “A-4, Aditya Birla
Centre, S.K. Ahire Marg, Worli, Mumbai – 400030, Maharashtra, India to the
present address.
CORPORATE INFORMATION
Pantaloons Fashion
and Retail Limited (Formerly Peter England Fashions and Retail Limited) is a
public Company domiciled in India and incorporated under the provisions of the
Companies Act, 1956. In the current year, pursuant to a scheme of arrangement
as sanctioned by the Honourable High Court of Bombay, vide order dated March 1,
2013, the ‘Pantaloon Format’ of Pantaloon Retail (India) Limited (the ‘Demerged
Undertaking’) has been vested into the Company with effect from July 1, 2012
(the ‘Appointed Date’). Pursuant to this scheme, the name of the Company has
changed from Peter England Fashions and Retail Limited to Pantaloons Fashion
and Retail Limited.
The Company
operates a national chain of “Pantaloons” stores of apparels and fashion
accessories.
REVIEW OF
PERFORMANCE
The Company reported revenue at Rs.12850.000 Millions during fiscal
2012-13. The Company opened 6 new Pantaloons stores and 3 Pantaloons Factory
Outlets during the nine months ending 31st March 2013. Gross margin was
sustained, however, moderated sales growth and higher retailing costs impacted
EBITDA margin. Change in the accounting policy, for instance, with respect to
Lease rental straight lining, also lowered profitability.
It is pertinent to note that in terms of the Scheme the conduct of the
Demerged Undertaking was managed by FRL on behalf of the Company till the
Effective Date (i.e April 8, 2013) in the ordinary course of business.
FINANCE
The Company continues with various initiatives for bringing down the
cost of borrowings which includes application of short-term instruments like
commercial paper, working capital demand loans within working capital
borrowing, long term loans for expansion at competitive terms, so as to have
funds at competitive cost.
Pursuant to the Scheme, debt of Rs.16000.000 Millions at an interest
rate of ~13% was transferred to the Company. With a view to optimise the
Finance Cost, it was decided to reshuffle the debt portfolio. Accordingly, post
effectiveness of the Scheme, the Company raised term loans of Rs.6000.000 Millions
and Non-convertible Debentures of Rs.3000.000 Millions and re-paid Rs.8000.000
Millions out of the transferred debt. The average interest rate of long term
debt portfolio got reduced to ~ 10.2%.
SCHEME OF
ARRANGEMENT BETWEEN THE COMPANY AND FUTURE RETAIL LIMITED
In the year, the Board of Directors had approved acquisition of
“Pantaloons Format Business” (Demerged Undertaking) of Future Retail Limited
(FRL) (earlier known as Pantaloon Retail (India) Limited) by way of demerger through
a Scheme of Arrangement under Sections 391-394 of the Companies Act, 1956
between FRL, the Company, and their respective shareholders and creditors and
Indigold Trade and Services Limited (ITSL) (as the shareholder of the Company)
(“the Scheme”).
The demerger of the Demerged Undertaking will expand the variety of the
Company’s offering in the market and complement its existing portfolio.
Further, it will enable wider distribution of products and give a wider choice
to the consumers and enable business to build on their systems and processes to
improve efficiencies. The stores operating under the brand name Pantaloons and
derivatives thereof would remain operational and the Company will carry the
same brands.
Hon’ble Competition Commission of India and Hon’ble High Court of Bombay
vide their order dated December 21, 2012 and March 1, 2013 respectively had
approved the Scheme. On receipt of all the requisite approvals required and on
completion of the Conditions Precedent listed in the Scheme, the Board of
Directors of the Company in their meeting held on April 08, 2013 made Scheme
effective on April 8, 2013 (Effective Date). Accordingly, the entire Demerged
Undertaking was transferred to and vested in the Company w.e.f July 1, 2012
(Appointed Date).
MANAGEMENT
DISCUSSION AND ANALYSIS
INDIAN RETAIL
INDUSTRY OVERVIEW
India is amongst the largest and the fastest growing retail markets in
the world. Retailing is one of the pillars of the Indian economy accounting for
nearly one fourth of the country’s GDP. Currently pegged at around USD 500
billion, Indian Retail Industry has a bright potential with the burgeoning
spending power and rising per capita income in the country having more than 1.2
billion consumers. At present, the organised retailing is in its nascent stage
and contributes to nearly 8% of the Indian Retail market. However, it is
expected to grow much faster than unorganised retail and will garner around 20%
share by 2020 as indicated in various industry research.
INDIAN APPAREL
MARKET OVERVIEW
Apparel Retailing is the second largest contributor to the Indian Retail
Market after food and grocery. Interestingly, in the organised sector, apparel
retailing is the largest and the most penetrated segment. During the past three
years, Indian apparel retail market has grown at a CAGR of 10% to reach
Rs.1740000.000 Millions in 2012.
Urban ready-to-wear segment accounts for 28% of the apparel retail
market in India.
The urban ready-to-wear segment is growing at a faster clip than the
overall apparel retail market. Having grown at a strong CAGR of 12% in the past
three years, the size of urban ready-to-wear segment is estimated at ` 48,000
Crore in 2012. It is slated to grow at a CAGR of 13% for the next four years
and reach to a size of ` 77,000 Crore by 2016.
Categorising the urban ready-to-wear sector by gender/age, the share of
Menswear at 53% was the largest in 2012. Menswear will continue to dominate the
sector, however, the womenswear and kidswear are expected to grow faster and
enhance their share in the overall expanding pie.
The key factors driving the ready-made apparel market growth include
rising disposable incomes, growing fashion aspirations and geographical
expansion by market players. As the lifestyles of India’s prospering urban
consumers have evolved, their clothing needs have broadened. Comfort fitting,
style, availability of wide selection, and ease of purchase is also stoking the
demand for ready-made apparels.
Brands and retailers are catching up with the latest trends in no time
and customizing their product offerings to match specific demands. Over the
past few years, a large number of shopping malls have opened across the country
and the trend is sure to accelerate. Large branded store chains where products
are systematically stocked and displayed, will speed the transformation of
consumer preferences.
Apparel retail Industry is highly competitive because of the presence of
a large number of players, ever changing consumer preferences and the need for
marketing differentiation.
BUSINESS OVERVIEW
During the year, the Company acquired the Pantaloons Fashion business
post its demerger from Future Retail Limited under a court approved Scheme of Arrangement.
On the effectiveness of the scheme on 8th April 2013, all the net assets and
operations pertaining to the ‘Pantaloons Fashion’ business have been
transferred, on a going concern basis, along with debt to the Company. The
appointed date of transfer is 1st July, 2012. In terms of the Scheme, the name
of the Company was changed from “Peter England Fashions and Retail Limited” to
“Pantaloons Fashion and Retail Limited”. On receipt of necessary approvals, the
equity shares of the Company will be listed on the National Stock Exchange of
India and the Stock Exchange, Bombay.
OUTLOOK
Inflation remained at high levels during the year. The GDP growth also
slowed. These factors have impacted consumer sentiments and spending during the
year. Some of these challenges may continue in the near term. However, with the
inflation projected to stabilise at lower levels and an expected improvement in
GDP growth, the customer spending will improve in the medium term. The long
term outlook for domestic apparel industry remains positive on the back of
favourable demographics viz., rising disposable income, burgeoning aspiring
middle class segment, large young and working population, and increasing shift
towards branded apparels.
CONTINGENT
LIABILITIES:
|
Particulars |
31.03.2013 (Rs.
In Millions) |
31.03.2012 (Rs.
In Millions) |
|
|
|
|
|
Dividend on cumulative preference shares for the year ended March 31, 2013 |
0.400 |
0.000 |
|
Dividend Distribution Tax on the above dividend |
0.100 |
0.000 |
|
|
|
|
|
Total |
0.500 |
0.000 |
FIXED ASSETS:
TANGIBLE ASSETS
· Leasehold Improvements
· Computers
· Furniture and Fixtures
· Office Equipment
· Vehicles
INTANGIBLE ASSETS
· Goodwill
· 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,
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. 58.75 |
|
|
1 |
Rs. 98.77 |
|
Euro |
1 |
Rs. 80.53 |
INFORMATION DETAILS
|
Information
Gathered by : |
SVA |
|
|
|
|
Analysis Done by
: |
KAR |
|
|
|
|
Report Prepared
by : |
BVA |
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 |
2 |
|
--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 |
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 |
|
DEFAULTERS |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
50 |
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 |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or
its officials.