MIRA INFORM REPORT

 

 

Report Date :

03.11.2014

 

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 denied by 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.

 

ECGC Country Risk Classification List – June 1, 2014

 

Country Name

Previous Rating

(31.03.2014)

Current Rating

(01.06.2014)

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

 

N E W S

 

Verdict Implications: Apex court order may alter coal import dynamics. Traders go slowly on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

 

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn Business Empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M a M Ramaswamy, a CBI official said.

 

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

 

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

 

DHL to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

 

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

 

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that it had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

 

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CARE

Rating

Long Term Bank Facilities = A

Rating Explanation

Adequate degree of safety. It carry low credit risk.

Date

20.10.2014

 

 

Rating Agency Name

CARE

Rating

Short Term Bank Facilities = A

Rating Explanation

Very strong degree of safety and low credit risk.

Date

20.10.2014

 

 

RBI DEFAULTERS’ LIST STATUS

 

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

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

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

 

 

INFORMATION DENIED

 

Management Non Co-Operative (Tel 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

 

 

East Zone :

03-097, Fourth Floor, Block No - BG,  Plot No.5, Action Area - 1B, Block By Block Shopping Mall, P.O. - New Town, (Near Indian Oil Petrol Pump), Kolkata – 700156, west Bengal, India

Tel. No.:

91-33-30917500 / 01

Fax No.:

91-33-30917502

 

 

Mumbai Zone :

9th Floor, Tower C, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083, Maharashtra, India

 

 

Gujarat Zone :

3rd Floor, Zonal Office, City Gold Mall, 132 Feet Ring Road, Near Shyamal Cross Road, Satellite, Ahmedabad – 380015, Gujarat, India

Tel. No.:

91-79-30413700

Fax No.:

91-79-30413737

 

 

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

 

 

SHAREHOLDING PATTERN

 

As on 30.09.2014

 

Category of Shareholder

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

104298089

45.09

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

104298089

45.09

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

 

 

Total shareholding of Promoter and Promoter Group (A)

104298089

45.09

(B) Public Shareholding

 

 

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

 

 

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

846194

0.37

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

7983239

3.45

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

754074

0.33

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

99500

0.04

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

48001253

20.75

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

57684260

24.94

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

 

 

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

43489409

18.80

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

 

 

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

12602568

5.45

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

11804759

5.10

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

1427739

0.62

http://www.bseindia.com/include/images/clear.gifClearing Members

912175

0.39

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

10000

0.00

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

192064

0.08

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

313500

0.14

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

69324475

29.97

Total Public shareholding (B)

127008735

54.91

Total (A)+(B)

231306824

100.00

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

0

0.00

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

0

0.00

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

0

0.00

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

0

0.00

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

231306824

100.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in the business of retail trade.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information denied by 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 LOANS

31.03.2014

Rs. In Millions

31.03.2013

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.

 

(a)   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 Millions

3000000

0.01% Compulsorily Convertible Preference Shares

Rs.100/- each

Rs.300.000 Millions

 

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 the number of shares

 

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

 

Particulars

Rs. In Millions

Opening Balance

215653439

Shares Issued

--

Shares Issued on Conversion of Preference Shares

--

Closing Balance

215653439

 

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

 

Particulars

Rs. In Millions

Opening Balance

15929152

Shares Issued

--

Shares Issued on Conversion of Preference Shares

15929152

Closing Balance

215653439

 

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.

 

 

Shares in the Company held by each shareholder holding more than 5 percent shares and number of Shares held areas under:

 

 

Details of equity shares held by shareholders holding more than 5% shares:

 

Name of Shareholder

Number of Shares

% holding

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 1,400 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 5928818 Equity Shares of Rs.2/- each and 6347635, 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 2500000 (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 Rs.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

 

 

 

 

(3) Non-Current Liabilities

0.000

8000.000

0.000

(a) long-term borrowings

1500.000

0.000

0.000

(b) Deferred tax liabilities (Net)

2500.000

0.000

0.000

(c) Other long term liabilities

 

 

 

(d) long-term provisions

 

 

 

Total Non-current Liabilities (3)

37552.000

18544.200

13927.500

 

1801.800

949.900

870.500

(4) Current Liabilities

0.000

1500.000

1450.000

(a) Short term borrowings

160.300

53.200

27.100

(b) Trade payables

39514.100

21047.300

16275.100

(c) Other current liabilities

 

 

 

(d) Short-term provisions

 

 

 

Total Current Liabilities (4)

13486.000

5511.800

5382.300

 

12240.200

8100.200

9386.900

TOTAL

11540.700

9809.100

3250.600

 

198.400

335.300

272.200

II.            ASSETS

37465.300

23756.400

18292.000

(1) Non-current assets

 

 

 

(a) Fixed Assets

113495.900

86029.200

63348.400

(i) Tangible assets

 

 

 

(ii) Intangible Assets

 

 

 

(iii) Capital work-in-progress

 

 

 

(iv) Intangible assets under development

 

 

 

(b) Non-current Investments

41125.800

21862.900

13354.400

(c) Deferred tax assets (net)

2276.700

970.200

1315.900

(d)  Long-term Loan and Advances

3638.200

2097.300

1001.300

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

13495.200

22802.300

22505.200

 

0.000

0.000

0.000

(2) Current assets

3709.900

7640.100

3492.000

(a) Current investments

0.000

0.000

0.000

(b) Inventories

64245.800

55372.800

41668.800

(c) Trade receivables

 

 

 

(d) Cash and cash equivalents

 

 

 

(e) Short-term loans and advances

0.000

0.000

0.000

(f) Other current assets

31132.900

21402.400

17622.000

Total Current Assets

3139.800

1650.100

1781.100

 

1024.800

555.300

859.100

TOTAL

13793.300

6909.900

1305.900

 

159.300

138.700

111.500

 

49250.100

30656.400

21679.600

 

 

 

 

 

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)

Net Profit Margin

(PAT/Sales)

(%)

0.02

3.91

1.87

 

 

 

 

 

Operating Profit Margin

(PBIDT/Sales)

(%)

9.49

15.18

10.61

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.19

76.94

41.44

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.00

0.09

0.04

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.05

0.00

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.23

0.30

0.33

 

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

30.06.2011                                     (12 Months)

31.12.2012                                               (18 Months)

31.03.2014                                  (15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Share Capital

1069.000

463.200

463.200

Reserves & Surplus

26712.300

32762.300

32053.300

Money received against share warrants

1000.000

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

28781.300

33225.500

32516.500

 

 

 

 

Long Term borrowings

0.000

0.000

1500.000

Short Term borrowings

27.100

53.200

160.300

Total borrowings

27.100

53.200

1660.300

Debt/Equity ratio

0.001

0.002

0.051

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

30.06.2011                                     (12 Months)

31.12.2012                                               (18 Months)

31.03.2014                                  (15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Sales

41,014.800

69,877.300

115,774.400

 

 

70.371

65.682

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

30.06.2011                                     (12 Months)

31.12.2012                                               (18 Months)

31.03.2014                                  (15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Sales

41,014.800

69,877.300

115,774.400

Profit

766.600

2,732.600

28.100

 

1.87%

3.91%

0.02%

 

 

 

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

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

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

 

 

UNSECURED LOANS:

 

Particulars

31.03.2014

Rs. In Millions

31.03.2013

Rs. In Millions

SHORT TERM BORROWINGS

 

 

Loans from Related Parties

827.500

462.500

Total

 

827.500

462.500

 

 

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 a

ccretive 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.

 

 

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

 

 

UNAUDITED FINANCIAL RESULTS FOR THE    QUARTER ENDED 30TH JUNE 2014

 

 (Rs. In Millions)

Particulars

Quarter Ended

( Unaudited)

 

30.06.2014

1. Income from operations

 

a) Net sales/ Income from operation (net of excise duty)

23171.500

b) Other operating income

511.400

Total income from Operations(net)

23682.900

2.Expenditure

 

a) Cost of material consumed

53.500

b) Purchases of stock in trade

17535.600

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

(583.500)

d) Employees benefit expenses

929.500

e) Depreciation and amortization expenses

1241.600

e) Rent including lease rental 

1335.300

f) Other expenditure

1976.900

Total expenses

22488.900

3. Profit from operations before other income and financial costs

1194.000

4. Other income

83.800

5. Profit from ordinary activities before finance costs

1277.800

6. Finance costs

1617.500

7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items

(339.700)

8. Exceptional item

(1004.500)

9. Profit from ordinary activities before tax Expense:

664.800

10.Tax expenses

0.000

11.Net Profit / (Loss) from ordinary activities after tax (9-10)

664.800

12.Extraordinary Items (net of tax expense)

0.000

13.Net Profit / (Loss) for the period (11 -12)

664.800

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

463.600

15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year

 

16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):

 

(a) Basic and diluted

2.87

ii) Earnings per share (after extraordinary items)

 

(a) Basic and diluted

2.91

 

 

Particulars

Quarter Ended

( Unaudited)

 

30.06.2014

A. Particulars of shareholding

 

1. Public Shareholding

 

Equity Shares

 

- Number of shares

11572944

- Percentage of shareholding

51.369

Class B Shares

 

- Number of shares

7358729

- Percentage of shareholding

46.20

 

 

2. Promoters and Promoters group Shareholding-

 

a) Pledged /Encumbered

 

Equity shares Number of shares

78571477

Class B Shares Number of shares

2488034

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

75.33

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

29.03

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

36.40

Percentage of  Class B Shares (as a % of total shareholding of the promoter and promoter group)

15.62

 

 

b) Non  Encumbered

 

Equity shares Number of shares

25726612

Class B Shares Number of shares

6082389

Equity shares Number of shares

24.67

Class B Shares Number of shares

70.97

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

11.91

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

38.18

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

 

Percentage of  Class B Shares (as a % of total shareholding of the promoter and promoter group)

 

 

Notes:

 

  1. The above results have been reviewed by the Audit Committee and the same were taken on record by the Board of Directors of the Company at its meeting held on August 14, 2014.

 

  1. The Company has allotted 2,17,594 equity shares of Rs.2/- each to Employees under ESOS 2012 Scheme on April 29, 2014 pursuant to exercise of option vested by respective employees

 

  1. The Company has passed resolutions in shareholders meeting for issue of equity shares at a price of Rs. 130 per equity share to investors for an aggregate amount not exceeding Rs.2000.000 Millions and for issue of Equity Warrants (convertible into equity shares) at a price of Rs. 130 per warrant for an aggregate amount not exceeding Rs.1000.000 Millions and through postal ballot Class B Warrants (convertible into equity shares of Class B (Series 1) ) at a price of Rs. 68.69 per warrant for an aggregate amount not exceeding Rs.1000.000 Millions to Promoters.

 

  1. The Company has filed a draft letter of offer with SEBI, for issuance of Equity and Class B (Series 1) shares on rights basis to existing shareholders for an amount upto Rs.16000.000 Millions.

 

  1. Figures for the previous financial period have been re-arranged and re-grouped wherever necessary without any restatement on account of the merged business. Accordingly, the previous corresponding period details would not be comparable with the current period.

 

  1. The Company has only one business segment i.e. "Retail".

 

 

INDEX OF CHARGE:

 

Sr. No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10525824

29/09/2014

1,000,000,000.00

Lakshmi Vilas Bank Limited

Bharat House, 104, B.S. Marg, Fort., Mumbai, Maharashtra - 400001, India

C29628195

2

10524574

22/09/2014

3,000,000,000.00

Punjab National Bank

Large Corporate Branch,Maker Tower 'E',, Ground Floor, Cuffe Parade., Mumbai, Maharashtra - 400005, India

C27489426

3

10523664

18/09/2014

500,000,000.00

Tamilnad Mercantile Bank Limited

Hemprakash Building, Ground Floor,No.92, Kazi Syed Street, Mandvi Mumbai, Maharashtra - 400003, India

C25445164

4

10514477

16/08/2014

1,500,000,000.00

Central Bank of India

1st floor, MMO building, Fort., Mumbai, Maharashtra - 400023, INDIA

C16131625

5

10515585

06/08/2014

500,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

C16958027

6

10512778

23/07/2014

1,500,000,000.00

Punjab National Bank

Large Corporate Branch, Maker Tower E,, Ground Floor, Cuffe Parade,, Mumbai, Maharashtra - 400005, India

C14955223

7

10510278

23/07/2014

1,500,000,000.00

Syndicate Bank

3rd Floor, 10, Homji Street, Fort, Mumbai, Maharashtra - 400023, India

C12215190

8

10502544

30/04/2014

1,000,000,000.00

Oriental Bank of Commerce

Large Corporate Branch,181 - A, Maker Tower E,, 18th Floor, Cuffe Parade, Mumbai, Maharashtra - 400005, India

C06391221

9

10486760

28/03/2014

1,500,000,000.00

Bank of India

Mumbai Large Corporate Branch, Oriental Building,,
Ground Floor, 364, D. N. Road, Fort,, Mumbai, Maharashtra - 400001, India

C01112598

10

10486733

27/03/2014

1,500,000,000.00

Vijaya Bank

Corporate Banking Branch, Maker Chambers - IV,, 2
22, Nariman Point,, Mumbai, Maharashtra - 400021, India

C01111988

11

10475909

30/01/2014

1,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B95621413

12

10477119

30/01/2014

1,750,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B96160023

13

10469626

27/12/2013

1,500,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B93306470

14

10460393

25/10/2013

1,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B89617096

15

10460402

25/10/2013

1,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B89621007

16

10452803

07/10/2013

1,500,000,000.00

Axis Bank Limited

'Trishul', 3rd Floor, Opp. Samartheshwar Temple,, Law Garden, llisbridge,, Ahmedabad, Gujarat - 380006, India

B86552692

17

10447105

04/09/2013

1,500,000,000.00

Corporation Bank

MID Corporate Branch, Veena Chambers, 21, Dalal Street, Fort,, Mumbai, Maharashtra - 400023, India

B84054246

18

10446498

23/08/2013

1,500,000,000.00

Bank of India

Mumbai Large Corporate Branch, Oriental Building,,
Ground floor, 364, D. N. Road, Fort,, Mumbai, Maharashtra - 400001, India

B83754275

19

10431809

11/06/2013

6,000,000,000.00

Axis Trustee Services Limited

Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, India

B77256238

20

10433078

11/06/2013

1,500,000,000.00

Corporation Bank Limited

Mid Corporate Branch, Veena Chambers,, 21, Dalal Street, Fort, Mumbai, Maharashtra - 400023, India

B77985752

21

10431481

28/05/2013

3,750,000,000.00

Axis Trustee Services Limited

Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA

B77033876

22

10424211

10/04/2013

2,000,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B74607078

23

10419685

25/03/2013

1,000,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B73183543

24

10418631

18/03/2013

2,500,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B72865926

25

10418634

18/03/2013

1,500,000,000.00

Axis Bank Limited

2nd Floor, Bombay Dyeing Mill Compound, Pandurang
Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, INDIA

B72866106

26

10399580

12/12/2012

500,000,000.00

IDBI Bank Limited

Idbi Towerwtc Complex, Cuffe Parade, Mumbai, Maharashtra - 400005, India

B66644444

27

10382442

25/01/2013 *

650,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B70186895

28

10382446

28/09/2012

2,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B60434586

29

10379935

13/09/2012

1,500,000,000.00

DENA BANK

C-10, G Block, Bandra Kurla Complex,, Bandra East, Mumbai, Maharashtra - 400051, India

B59461152

30

10379509

25/03/2013 *

1,000,000,000.00

Axis Bank Limited

2nd Floor, Bombay Dyeing Mill Compound, Pandurang
Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B73055634

31

10376354

01/12/2012 *

1,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B65177925

32

10368316

23/10/2012 *

2,000,000,000.00

Axis Bank Limited

Axis House, 2nd Floor, Bombay Dyeing Mills, Compound, Pandurang Bhudhkar Marg, Worli, Mumbai, Maharashtra - 400025, INDIA

B64376486

33

10355305

28/09/2012 *

1,250,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B60537701

34

10355053

11/05/2012

6,500,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B39429360

35

10349235

27/03/2012

500,000,000.00

VIJAYA BANK

Maker Chamber Iv (Rear Portion), 222, Nariman Point, Mumbai, Maharashtra - 400021, India

B37423522

36

10347068

17/03/2012

1,000,000,000.00

Oriental Bank of Commerce

181-A, Maker Tower 'E', 18th Floor, Cuffe Parade, Mumbai, Maharashtra - 400005, India

B36801793

37

10342151

06/03/2012

1,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B35014786

38

10338931

10/02/2012

1,000,000,000.00

Syndicate Bank

Large Corporate Branch, 3rd Floor,, 10 Homji Stre
Et, Fort,, Mumbai, Maharashtra - 400023, INDIA

B33574104

39

10327597

25/04/2012 *

3,500,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B38325171

40

10319803

26/07/2012 *

2,250,000,000.00

Centbank Financial Services Limited

Centralbank Mmo Bldg6th Floor 55 Mahatma, Gandhi
Rd Fort, Mumbai, Maharashtra - 400023, India

B44224582

41

10310697

20/09/2011

1,000,000,000.00

UCO Bank Flagship Corporate Branch

1st Floor, Mafatlal Centre, Nariman Point,, Mumbai, Maharashtra - 400021, INDIA

B22757314

42

10289432

10/06/2011

3,000,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B13965496

43

10279430

25/03/2011

750,000,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B10325017

44

10244941

31/07/2012 *

292,600,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

--

45

10244945

17/04/2013 *

6,759,800,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B74609223

46

10239242

14/09/2010

5,000,000,000.00

Centbank Financial Services Limited

Centralbank Mmo Bldg6th Floor 55 Mahatma, Gandhi
Rd Fort, Mumbai, Maharashtra - 400023, India

A94285319

47

10234927

20/06/2012 *

17,000,000,000.00

Bank of India and 11 others

Oriental Building, 364, D.N. Road, Fort,, Mumbai,
Maharashtra - 400001, INDIA

B43054105

48

10186141

26/10/2009

2,500,000,000.00

Axis Trustee Services Limited

Maker Towers 'F', 13th Floor, Cuffe Parade, Colaba, Mumbai, Maharashtra - 400005, India 

A73286239

49

10110871

31/07/2012 *

990,400,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B44717395

50

10075840

29/10/2007

2,743,000.00

Hewlett Packard Financial Services (India) Private
Ltd

20th Floornirmal, Nariman Point, Mumbai, Maharashtra - 400021, India

A27100734

51

10075475

12/06/2013 *

316,400,000.00

Axis Bank Limited

2nd Floor, E Wing, Bombay Dyeing Mills Compound,,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B77430585

52

10058089

24/05/2007

15,865,676.00

Hewlett Packard Financial Services (India) Private
Ltd

20th Floornirmal, Nariman Point, Mumbai, Maharashtra - 400021, India

A15644826

53

10027157

12/06/2013 *

100,000,000.00

Axis Bank Limited

AXIS House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400025, India

B77427953

54

10008703

22/07/2014 *

29,151,400,000.00

Bank of India

Mumbai Large Corporate Branch, Oriental Building,,
Ground Floor, 364, D. N. Road, Fort,, Mumbai, Ma
harashtra - 400001, INDIA

C17922899

55

90237241

22/08/2005 *

247,500,000.00

State Bank Of India

Commercial Branch, Justice Gn Vaidaya Marg, Mumbai, Maharashtra - 400023, India

-

*Date of modification Charges

 

 

FIXED ASSETS:

 

·         Land

·         Building

·         Plant and Machinery

·         Computer

·         Vehicles

·         Furniture and Fixture

 

 

NEWS:

 

AMAZON.IN AND FUTURE GROUP ENTER INTO STRATEGIC PARTNERSHIP

 

Amazon India and Future Group announce a strategic alliance that will leverage the strong product knowledge, extensive brand portfolio and sourcing base of Future Group, and the ecommerce platform, customer base and reach Amazon. The partnership on the Future Group fashion brands and will subsequently covers all other categories.

 

"The deal is deeper than just transactional involvement with Amazon. We are exploring several synergies in data sharing, co-branding, cross promotion and distribution network sharing through the partnership," confirmed Biyani, who has been quite vocal on whether ecommerce firms' deep discounting strategy makes business sense, suggesting that offering cheaper prices wouldn't help in the long run. "We are targeting gross merchandise sales of Rs 6,000 crore in next 3 years through the alliance," he added. 

 

Amazon's agreement in India also indicates its aggressive intent to spread itself across many product areas quickly in India especially foods a relatively niche category for online retail, which it has only recently entered. In July, the US Company announced it would invest $2 billion in India operations that exceeded gross merchandise sales of more than $1 billion within a year of its launch. It completed a year in June this year. 

 

 

 

 

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.61.41

UK Pound

1

Rs.98.06

Euro

1

Rs.77.19

 

 

INFORMATION DETAILS

 

Information Gathered by :

GYT

 

 

Analysis Done by :

DIV

 

 

Report Prepared by :

VNT

 

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.