MIRA INFORM REPORT               

 

 

Report Date :

06.10.2014

 

IDENTIFICATION DETAILS

 

Name :

UNITED BREWERIES LIMITED

 

 

Registered Office :

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

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

13.05.1999

 

 

Com. Reg. No.:

08-025195

 

 

Capital Investment / Paid-up Capital :

Rs. 1005.105 Millions

 

 

CIN No.:

[Company Identification No.]

L36999KA1999PLC025195

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRU00927D

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged Primarily in the Manufacture and Sale of Beer.

 

 

No. of Employees :

2730 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

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

Fairly Large

 

Maximum Credit Limit :

USD 68000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

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

 

The rating reflects company’s healthy financial risk profile marked by adequate liquidity position and decent profitability levels of the company.

 

The trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment.

 

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 slow 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

ICRA

Rating

Fund Based Facilities: A

Rating Explanation

Adequate degree of safety and low credit risk. 

Date

October, 2013

 

Rating Agency Name

ICRA

Rating

NON Funded Based Facilities: A1+

Rating Explanation

Very stronge degree of safety and lowest credit risk.

Date

October, 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 31-03-2014.

 

 

INFORMATION DENIED BY

 

Name :

Mr. Ashish Sharma

Designation :

Finance Department

Contact No.:

91-80-39855000

Date :

24.09.2014

 

 

LOCATIONS

 

Registered Office :

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

Tel. No.:

91-80-39855000 / 22272806 /22272807

Fax No.:

91-80-22211964-22229488

Email.:

deepaknath@ubmail.com

ublinvestor@ubmail.com

gri@ubmail.com

Website :

http://www.theubgroup.com

 

 

Corporate Office :

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

Tel. No.:

91-80-22293333/ 22272807

E-Mail :

goodtimes@kingfisherworld.com

 

 

Own Manufacturing Network :

Located at:

 

·         Andhra Pradesh – Mallepally, Kothlapur and Srikakulam

·         Goa – Ponda

·         Kerala – Cherthala and Palakkad

·         Karnataka – Mangalore, Nelmangala and Mysore

·         Odisha – Khurda

·         Tamilnadu – Kuthambakkam and Aranvoyal

·         Punjab – Ludhiana

·         West Bengal – Kalyani

·         Rajasthan – Chopanki

·         Maharashtra – Taloja and Aurangabad

·         Haryana – Dharuhera

 

 

Regional Sales Office 1:

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

Tel. No.:

91-22-22620580 / 2/ 3

 

 

Regional Sales Office 2:

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

Tel. No.:

91-33-22317853 / 22317850

Fax No.:

91-33-22805830

 

 

Regional Sales Office 3:

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

Tel. No.:

91-80-39855231

Fax No.:

91-80-39855299

 

 

Regional Sales Office 4:

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

Tel. No.:

91-11-41644873 / 41644876 / 5

 

 

DIRECTORS

 

As on  31.03.2014

 

Name :

Dr. Vijay Mallya

Designation :

Chairman

 

 

 

 

Name :

Mr. Kalyan Ganguli

Designation :

Managing Director

Date of Birth/ Age :

62 Years

Qualification :

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

Experience :

40 Years

Date of Appointment :

01.02.1979

 

 

Name :

Mr. Henricus Petrus Van Zon

Designation :

Director and  Chief Financial Officer

Date of Birth/ Age :

01.03.1956

Qualification :

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

Expertise in specific functional area :

Finance, Accounting and General Management

Date of Appointment :

07.12.2012

 

 

Name :

Mr. A.K. Ravi Nedungadi

Designation :

Director

 

 

Name :

Mr. Duco Reinout Hooft Graafland

Designation :

Director

 

 

Name :

Mr. Roland Pirmez

Designation :

Director

 

 

Name :

Mr. Chugh Yoginder Pal

Designation :

Director

 

 

Name :

Mr. Chhaganlal Jain

Designation :

Director

Date of Birth/ Age :

15.11.1933

Qualification :

Chartered Accountant and Company Secretary

Expertise in specific functional area :

Finance and Corporate Strategy

Date of Appointment :

27.01.2003

Directorship held in other Companies in India :

i. Asit C. Mehta Investment Intermediates Limited

ii. SW Finance Co. Limited

iii. RPG Life Sciences Limited

iv. Practical Financial Services Private Limited

v. NOCIL Limited

vi. Pioneer Distilleries Limited

 

 

Name :

Mr. Sunil Kumar Alagh

Designation :

Director

 

 

Name :

Mr. Kiran Mazumdar Shaw

Designation :

Director

 

 

Name :

Mr. Madhav Bhatkuly

Designation :

Director

 

 

Name :

Mr. Stephan Gerlich

Designation :

Director

Date of Birth/ Age :

11.09.1958

Qualification :

Wirtschaftassistent (Germany)

Expertise in specific functional area :

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

Date of Appointment :

02.07.2010

Directorship held in other Companies in India :

i. Bayer Crop Science Limited

ii. Bayer Material Science Private Limited

iii. Bayer Zydus Pharma Private Limited

iv. Magma HDI General Insurance Company Limited

 

 

KEY EXECUTIVES

 

Name :

Mr. Ashish Sharma

Designation :

Finance Department

 

 

Name :

Mr. Govind Iyengar

Designation :

Senior Vice President – Legal and Company Secretary

 

 

Audit Committee :

Mr. Chugh Yoginder Pal – Chairman

Mr. Sunil Alagh – Member

Mr. Chhaganlal Jain - Member

 

 

Stakeholders’ Relationship Committee :

Mr. Chugh Yoginder Pal – Chairman

Mr. Sunil Alagh – Member

Mr. Chhaganlal Jain - Member

 

 

Nomination and Remuneration Committee :

Mr. Sunil Alagh - Chairman

Mr. Chugh Yoginder Pal - Member

Mr. Chhaganlal Jain - Member

Mr. A K Ravi Nedungadi - Member

 

 

Share Transfer Committee

Mr. A K Ravi Nedungadi – Chairman

Mr. Kalyan Ganguly - Member

 

 

Borrowing Committee

Mr. Chhaganlal Jain - Chairman

Mr. Henricus Petrus van Zon - Member

Mr. A K Ravi Nedungadi - Member

Ms. Kiran Mazumdar Shaw Member

 

 

 

Corporate Social Responsibility Committee

Dr. Vijay Mallya - Chairman

Mr. Kalyan Ganguly – Member

Mr. Henricus Petrus van Zon – Member

Ms. Kiran Mazumdar Shaw – Member

Mr. Sunil Alagh Member

Mr. Madhav Bhatkuly Member

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 30.06.2014

 

Category of Shareholders

 

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

21353620

8.08

Bodies Corporate

73583310

27.83

Sub Total

94936930

35.91

(2) Foreign

 

 

Bodies Corporate

102897740

38.92

Sub Total

102897740

38.92

Total shareholding of Promoter and Promoter Group (A)

197834670

74.82

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

765393

0.29

Financial Institutions / Banks

37309

0.01

Central Government / State Government(s)

660

0.00

Foreign Institutional Investors

50191386

18.98

Qualified Foreign Investor

750

0.00

Sub Total

50995498

19.29

(2) Non-Institutions

 

 

Bodies Corporate

5321181

2.01

Individuals

 

 

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

9310101

3.52

Any Others (Specify)

943699

0.36

Trusts

255461

0.10

Non Resident Indians

493666

0.19

Clearing Members

192692

0.07

Overseas Corporate Bodies

1880

0.00

Sub Total

15574981

5.89

Total Public shareholding (B)

66570479

25.18

Total (A)+(B)

264405149

100.00

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

0

0.00

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

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

264405149

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged Primarily in the Manufacture and Sale of Beer.

 

 

GENERAL INFORMATION

 

No. of Employees :

2730 (Approximately)

 

 

Bankers :

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

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

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

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

·         ING Vysya Bank

·         Yes Bank Limited

·         HDFC Bank Limited

·         Axis Bank Limited

·         Standard Chartered Bank

 

 

Facilities :

SECURED LOANS

31.03.2014

(Rs. In Millions)

31.03.2013

(Rs. In Millions)

LONG TERM BORROWINGS

 

 

Foreign currency term loans

 

 

External commercial borrowing from banks

4859.400

5913.400

Term loan from bank

0.000

1080.000

 

 

 

SHORT TERM BORROWINGS

 

 

Indian currency cash credit from banks

1038.900

1380.200

Indian currency working capital demand loans from banks

1750.000

2350.000

Total

7648.300

10723.600

 

LONG-TERM BORROWINGS

 

SECURED BORROWINGS :

 

Nature of security

Repayment and other terms

Foreign currency term loans

DBS Bank Ltd: Rs. 2464.300 millions (Previous year: Rs.24,64.300 million

Lakhs) secured by pari-passu charge on all present and

future assets of the Company, other than assets of Taloja

and Aranvoyal units and current assets of the Company

Repayable in 9 equal quarterly installments starting from

February 27, 2016. The loan carries interest of 9.58% per

annum.

Rabobank International: Rs.1054.000 millions (Previous year:

Rs.1054.000 millions secured by pari-passu charge on all

present and future assets of the Company other than

assets of Taloja and Aranvoyal units and current assets of

the Company

Repayable after 3 years from the date of loan i.e., on January

10, 2015. The loan carries interest of 7.15% per annum

Payable on quarterly basis.

Rabobank International: Rs.1330.600 millions (Previous year:

Rs.1330.600 millions) secured by pari-passu charge on all movable

and immovable assets of the Company located at Goa,

Rajasthan, Ludhiana, Dharuhera, Nelamangala, Mangalore,

Mysore, Kerala, Andhra Pradesh and Tamilanadu.

Repayable in 3 equal annual installments commencing

on February 8, 2017 till February 8, 2019. The loan carries

Interest of 9.78% per annum payable on quarterly basis.

Rabobank International: Rs.1064.500 millions (Previous year:

Rs.1064.500 millions) secured by pari-passu charge on all movable

and immovable assets of the Company located at Goa,

Rajasthan, Ludhiana, Dharuhera, Nelamangala, Mangalore,

Mysore, Kerala, Andhra Pradesh and Tamilanadu.

Repayable after 3 years on February 6, 2016. The loan carries

interest of 8.75% per annum payable on quarterly basis.

Citibank: Rs.1080.000 millions (Previous year: Rs.1080.000 millions)

secured by pari-passu charge on all movable and immovable

fixed assets of the Company other than assets of Taloja unit.

Repayable after 24 months from the date of drawal i.e.,

on February 25, 2015. The loan carries interest of 9.5% per

annum payable on monthly basis.

 

SHORT-TERM BORROWINGS

SECURED BORROWINGS

 

Cash credit facilities/working capital demand loans from banks are secured by first pari-passu charge on all current

assets of the Company namely stock of raw materials, semi-finished and finished goods, stores and spares not

relating to plant and machinery (consumable stores and spares), bills receivable and book debts both present and

future. These are repayable on demand and carries interest in the range of 9.10% to 13.00% p.a.

 

 


 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Associates LLP

Chartered Accountants

Address :

Mumbai, Maharashtra, India

 

 

Subsidiary :

Maltex Malsters Limited (MML)

 

 

Associate :

United East Bengal Football Team Private Limited (UEBFTPL)

 

 

Entity which has significant influences :

·         Scottish and Newcastle India Limited, UK (SNIL)

·         United Breweries (Holdings) Limited (UBHL)

 

 

Enterprises over which investing parties or KMP have significant influence :

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

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

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

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

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

·         Heineken N.V. ('HNV')

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

 

 

CAPITAL STRUCTURE

 

As on 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

4129800000

Equity Shares

Rs.1/- each

Rs.4129.800 Millions

58600000

Preference Shares

Rs.100/- each

Rs. 5860.000 Millions

 

 

 

 

 

Total

 

Rs.9989.800 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

264405149

Equity Shares

Rs.1/- each

Rs.264.400 Millions

7407000

3% Cumulative Redeemable Preferences Shares

Rs.100/- each

Rs.740.700 Millions

 

 

 

 

 

Total

 

Rs.1005.100 Millions

 


 

                                                                       FINANCIAL DATA       

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

31.03.2013

 

31.03.2012

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

1005.100

1005.100

1005.100

(b) Reserves & Surplus

16053.500

14101.800

12646.300

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

17058.600

15106.900

13651.400

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

5275.400

7432.000

4028.000

(b) Deferred tax liabilities (Net)

795.400

745.500

514.000

(c) Other long term liabilities

 0.000

0.000

0.000

(d) long-term provisions

55.000

33.800

38.100

Total Non-current Liabilities (3)

6125.800

8211.300

4580.100

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

4889.100

5569.300

5502.000

(b) Trade payables

2094.100

2496.000

3835.600

(c) Other current liabilities

7870.000

5217.500

4827.100

(d) Short-term provisions

920.400

785.600

469.000

Total Current Liabilities (4)

15773.600

14068.400

14633.700

 

 

 

 

TOTAL

38958.000

37386.600

32865.200

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

15850.900

15737.600

11983.700

(ii) Intangible Assets

218.300

202.300

202.300

(iii) Capital work-in-progress

822.700

1139.800

2073.500

(iv) Intangible assets under development

 0.000

0.000

0.000

(b) Non-current Investments

254.700

254.700

254.700

(c) Deferred tax assets (net)

 

0.000

0.000

(d)  Long-term Loan and Advances

1738.600

1386.700

1710.800

(e) Other Non-current assets

56.400

63.000

49.100

Total Non-Current Assets

18941.600

18784.100

16275.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

5432.800

5126.300

3998.800

(c) Trade receivables

9586.000

8133.000

6994.500

(d) Cash and cash equivalents

1424.800

2327.700

1725.800

(e) Short-term loans and advances

3560.800

2957.00

3226.900

(f) Other current assets

12.000

58.500

644.200

Total Current Assets

20016.400

18602.500

16590.200

 

 

 

 

TOTAL

38958.000

37386.600

32865.200

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

31.03.2013

 

31.03.2012

 

SALES

 

 

 

 

 

Income

42355.000

39031.400

35618.200

 

 

Other Income

243.800

392.200

729.800

 

 

TOTAL                                    

42598.800

39423.600

36348.000

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Material Consumed

16435.300

16037.600

13325.800

 

 

Purchases of traded goods 

350.400

423.000

600.700

 

 

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

(205.200)

(182.500)

33.700

 

 

Employee benefit expenses

2410.000

1855.000

1441.100

 

 

Other expenses

15277.300

13368.600

11298.100

 

 

Exceptional item: Provision for diminution in value of investments

0.000

195.900

0.000

 

 

TOTAL                                    

34267.800

31697.600

26699.400

 

 

 

 

 

 

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

6116.400

5155.800

4650.400

 

 

 

 

 

Less

FINANCIAL EXPENSES                        

798.300

798.900

987.200

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

5318.100

4356.900

3663.200

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION        

1976.700

1702.400

1486.600

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

3341.400

2654.500

2176.600

 

 

 

 

 

Less

TAX                                                                 

1085.300

932.400

912.200

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX

2256.100

1722.100

1264.400

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Sale of services

27.100

20.000

14.900

 

TOTAL EARNINGS

27.100

20.000

14.900

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw materials and packing materials

478.500

398.400

387.900

 

 

Stores & Spares

34.400

24.000

12.700

 

 

Capital Goods

109.900

138.500

459.300

 

TOTAL IMPORTS

622.800

560.900

859.900

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

8.30

6.41

4.68

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

 

31.03.2012

PAT / Total Income

(%)

5.30

4.37

3.48

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

7.89

6.80

6.11

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

8.82

7.38

7.13

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.20

0.18

0.16

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.60

0.86

0.70

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.27

1.32

1.13

 

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

 

DEBT EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

1005.100

1005.100

1005.100

Reserves & Surplus

12646.300

14101.800

16053.500

Net worth

13651.400

15106.900

17058.600

 

 

 

 

long-term borrowings

4028.000

7432.000

5275.400

Short term borrowings

5502.000

5569.300

4889.100

Total borrowings

9530.000

13001.300

10164.500

Debt/Equity ratio

0.698

0.861

0.596

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

35618.200

39031.400

42355.000

 

 

9.583

8.515

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

35618.200

39031.400

42355.000

Profit

1264.400

1722.100

2256.100

 

3.55%

4.41%

5.33%

 

 

 

 

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

Yes

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

Yes

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

-----

26]

Buyer visit details

-----

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

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

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

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

No

34]

External Agency Rating, if available

Yes

 

 

LITIGATION DETAILS:

 

 

High Court of Karnataka- Bangalore Bench CA 56/2012

 

Petitioner/Appnt. Name:

M/S MICRO DYNEMICD PRIVATE LIMITED

Respondent/Defnt. Name:

M/S UNITED BREWERIES LIMITED

Petnr./Appnt. Advocate:

M. S. NARAYAN

Respnt./Defnt. Advocate:

--

Date Filed:

16.01.2012

District:

Out of State

 

Stage:

PENDING FOR ADMISSION

Last Posted for:

--

Last Action Taken:

--

Last Date of Action:

--

Next hearing date:

--

Latest Order

--

 

 

 

 

Before Hon'ble Judge/s:

--

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10504891

25/04/2014

1,080,000,000.00

Citi Bank N.A.

RANGA TOWERS, 05, M G ROAD, BANGALORE, Karnataka 
- 560001, INDIA

C07967987

2

10465214

20/03/2014 *

1,054,000,000.00

RABOBANK INTERNATIONAL (Cooperatieve Centrale Raif 
feisen Boerenleenbank B. A.)

32/F THREE PACIFIC PLACE, 1 QUEEN'S ROAD, EAST, H 
ONG KONG, - 0000, HONG KONG

C03786894

3

10465215

20/03/2014 *

13,360,000,000.00

RABOBANK INTERNATIONAL (Cooperatieve Centrale Raif 
feisen Boerenleenbank B. A.)

32/F THREE PACIFIC PLACE, 1 QUEEN'S ROAD, EAST, H 
ONG KONG, - 0000, HONG KONG

C03799681

4

10416866

22/02/2013

1,080,000,000.00

Citi Bank N.A.

Prestige Meridian, 30, M G Road, Bangalore, Karna 
taka - 560001, INDIA

B72310022

5

10391030

30/04/2013 *

2,464,000,000.00

DBS Bank Ltd.

SALARPURIA WINDSOR, 3, ULSOOR ROAD, BANAGLORE, Ka 
rnataka - 560042, INDIA

B76040328

6

10382184

23/10/2013 *

1,054,000,000.00

RABOBANK INTERNATIONAL (Cooperatieve Centrale Raif 
feisen Boerenleenbank B. A.)

Forbes Building, Second Floor,, Charanjit Rai Mar 
g, Fort., Mumbai, Maharashtra - 400001, INDIA

B91762161

7

10383494

23/10/2013 *

1,054,000,000.00

RABOBANK INTERNATIONAL (Cooperatieve Centrale Raif 
feisen Boerenleenbank B. A.)

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

B91761718

8

80018044

21/02/2013 *

7,500,000,000.00

Citi Bank N.A.

Prestige Meridian, 30, M G Road, Bangalore, Karna 
taka - 560001, INDIA

B71550214

 

 

* Date of charge modification

 

 

UNSECURED LOANS

 

 

PARTICULAR

31.03.2014

(Rs. In Millions)

31.03.2013

(Rs. In Millions)

LONG TERM BORROWINGS

 

 

Deferred payment liabilities

416.000

438.600

 

 

 

SHORT TERM BORROWINGS

 

 

Indian currency short-term loans from banks

2100.000

1250.000

Indian currency bank overdraft

0.200

196.700

Foreign currency buyer's credit from bank

0.000

392.400

Total

2516.200

2277.700

 

LONG-TERM BORROWINGS

 

UNSECURED BORROWINGS

 

Deferred payment liability of Rs. 438.500 Millions (Previous year: Rs. 447.000 Millions) pertains to sales tax payable to the  Government of Maharashtra by virtue of being eligible for deferred payment after having established a manufacturing unit in a notified backward area. This amount is repayable in five equal annual installments on completion of 10 years from the end of respective year to which sales tax liability relates.

 

SHORT TERM BORROWINGS

 

UNSECURED BORROWINGS

 

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

 

 Bank overdraft were repayable on demand and carried interest in the range of 9.92% to 10.05% p.a.

 

 Buyer's credit from bank were repayable within 12 months from the date of respective loan and carried interest

in the range of 8.63% to 8.95% p.a.

 

 

CONTINGENT LIABILITIES

 

Particulars

31.03.2014

(Rs. In Millions)

31.03.2013

(Rs. In Millions)

Bank guarantees

261.500

279.700

Letter of Credit

138.600

152.900

Demands under appeal for following matters*

 

 

Income tax

1318.100

1244.100

Service tax

3443.700

1380.00

- Water charges

331.700

308.600

- Sales tax

35.600

30.700

- Excise duty

6.600

6.600

- Employee state insurance/provident fund

1.600

1.600

Claims against the company not acknowledged as debts*

105.800

139.700

 

5653.200

3543.900

 

*The Company is contesting these demands and the management, with the advice of its advisors, believes that its position will likely be upheld in the appellate process. No expense has been accrued in the financial statements for these demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations. The Company does not expect any reimbursements in respect of the above contingent liabilities

 

 

CORPORATE INFORMATION

 

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

 

 

OPERATION

 

The industry started to show the first sigh of a regain in growth in June, following a sluggish start in April and May, on account of higher excise duties and taxes resulting in higher consumer prices and the restriction in sales opportunities during the election period.

 

The company posted good volume growth in selective markets such as Karnataka, Rajasthan, and west Bengal, Delhi and goa, growth was negatively affected by an even more strict interpretation of the quota system by TASMAC in Tamil Nadu. The company maintained its Q1 market share in the region of 50% despite the growth across markets having been not uniform.  

 

Revenues increased as a result of volume and mainly price increases that have been realized in some of the major states. Gross profit increased further on account of containing the cost during the period as compared to the corresponding period of the previous year.

 

The Greenfield brewery in Bihar progressing well and is likely to commerce operation in the course of next calendar year.    

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

INDUSTRY OVERVIEW

 

The Beer industry in India is rapidly expanding. Although we have witnessed a slowdown in growth recently, the Compounded annual growth rate (CAGR) has been at a level of 7% in the 4 previous years. The Global Beer Market has grown by an annual average of 3% over the last 10 years, pushed forward by impressive performance in key emerging markets of Africa, Asia and Latin America. The more mature markets in Western Europe and North America declined largely on account of a weakening economy. During past two decades, the pace of globalization in beer industry has greatly accelerated with increased activity of multinational brewers acquiring existing breweries and constructing new facilities in emerging markets, as well as licensing their brands outside their home countries. As incomes rise and living styles change in developing countries, demand for beer is growing. Developing markets remain the engine of volume growth. Per capita beer consumption continues to rise as disposable

Incomes increase and consumers trade up from informal alcohol (often spirits) to professionally brewed beer. India is not a typical beer guzzling nation but the winds of change might just be around the corner. It has been seen that attitude towards consumption of alcoholic beverages has undergone a considerable shift in recent decades. With a relatively younger population and rising income levels, India is seeing an increase in popularity of beer. Young people all over India, both urban and rural, associate beer with lifestyle and are very conscious of the need for responsible Consumption. The beer market will continue to grow steadily, from the current low per capita base, driven by the trend among the younger demographic of consuming alcoholic beverages like beer as social restrictions ease. This growth is likely to be even higher but for the restraining effects of a high tax environment. The full potential of the Indian beer industry has been held back due to a variety of regulatory constraints. Most significantly, the regulation and taxation of beer is clubbed with that of spirits, not considering the fact that it has a lower alcohol content. High tax rates continue to hamper the growth of the beer industry in particular. Beer is currently Targeted at the higher and middle income demographics in India. Of the top 30 global beer markets, India has the lowest affordability of beer relative to average GDP (gross domestic product). The cost of beer is much higher in India than in other emerging markets when compared with the average income of consumers. Directors Report contd.

 

 

AMALGAMATION ACCOUNTING

 

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

 

Particulars

 

Amount

(Rs. in millions)

Long-term loans and advances

2.400

Cash and bank balances

41.400

Other current assets

0.600

Trade payables

(5.000)

Other current liabilities

(0.600)

Securities premium

(1652.300)

Surplus in the statement of profit and loss

(332.600)

 

Further, in terms of the approved scheme:

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

 

 (ii) The investments held by SNIPL in 84, 89,270 equity shares of Re. 1 each of the Company with carrying value of Rs. 22,683 Lakhs had been cancelled and the corresponding issued, subscribed and paid up equity share capital of the Company had been reduced by Rs. 85 Lakhs representing 8,489,270 equity shares of Re.1 each. Also, other inter-company balances and transactions had been cancelled.

 

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

 

 (iv) The difference of Rs.2259.800 Millions on cancellation of investments held by SNIPL in equity shares of the Company, as discussed in (ii) above and the difference of Rs.313.7 Millions between the amount of shares issued by the Company and the amount of share capital of SNIPL as discussed in (iii) above had been adjusted from capital reserve and securities premium account of the Company by Rs.128.600 Millions and Rs.18,175 Lakhs respectively.

 

 (v) Dividend income of Rs.59 Lakhs recognized by SNIPL during the year and expenses incurred in connection with the scheme amounting to Rs. 687 Lakhs, had been adjusted against securities premium account. No specificaccounting treatment has been prescribed under AS-14 in respect of adjustment, to capital reserve and securities premium account, arising on account of the difference on cancellation of investments held by SNIPL in equity shares of the Company and the difference between the amount of shares issued by the Company and the amount of share capital of SNIPL and adjustment of dividend income and expenses incurred in connection with the merger. Hence, the Company had followed aforesaid treatment as stated in (iv) and (v) above, which was as per the approved scheme.

 

 

 

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER

 June 30, 2014

 

Sr.

No

 

 

Particulars

 

Quarter Ended

30.06.2014

Unaudited

1

Income From Operations

 

 

a. Gross Sales/ Income from  Operations

181.970

 

b. Other Operating Income

0.284

 

c. less:-Net of Excise Duty

9.677

 

Total Income from Operations (Net)

172.577

2

Expenditure

 

 

a. stock in progress

(26.275)

 

b. Cost of material Consumed

146.122

 

c. Employees Benefit Expenses

5.708

 

d. Depreciation and Amortisation Expenses

9.250

 

e. Other expenses

15.283

 

Total Expenses

150.088

3

Profit from Operations before Other Income, Interest and Exceptional Items

22.489

4

Other Income

0.000

5

Profit from ordinary activities before finance cost & exceptional items

22.489

6

Finance Costs

15.017

7

Profit from ordinary activities after finance costs & exceptional items

7.472

8

Exceptional items

0.000

9

Profit from ordinary activities before tax

7.472

10

Tax Expense

 

 

- Income Tax

2.994

 

- Deferred Tax

0.000

11

Net Profit from ordinary activity after tax

4.478

12

Extraordinary Items

0.000

13

Net Profit After Tax

4.478

14

Paid-up equity share capital (face value of Rs.10 per share)

140.400

15

Reserves excluding Revaluation Reserve as per balance sheet of previous accounting Year

36.103

16

Earning Per Share (of Rs.10 each) (not annualized)

 

 

Basic EPS 

0.32

 

Diluted EPS

0.32

A

PARTICULARS OF SHAREHOLDING

 

17

Public Shareholding

 

 

- No. of shares

2930420

 

- Percentage of shareholding

20.87%

18

Promoter & Promoter Group Shareholding

 

 

a) Pledged/Encumbered

 

 

- No. of shares

0.00

 

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

0.00

 

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

0.00

 

b) Non-encumbered

 

 

- No. of shares

11109580

 

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

 

 

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

79.13%

 

Notes

1.       No investor complaints received during the quarter.

2.       Previous period figures have been regrouped wherever necessary.

3.       The audit committee has reviewed the above quarterly result at its meeting held on 14th august, 2014.

4.       The above financial result were approved at the board meeting held on 14th august, 2014

5.       Out of the promoter and promoter group holding 72, 90,000 shares are not yet listed.

 

 

FIXED ASSETS:

 

Tangible Assets

·         Freehold Land

·         Leasehold Land

·         Buildings

·         Leasehold Improvements

·         Plant and Machinery

·         Office Equipments

·         Computers

·         Furniture and Fixtures

·         Laboratory Equipments

·         Vehicles

Intangible Assets

·         Goodwill

·         Licenses and Rights

·         Brands

 


 

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.61.75

UK Pound

1

Rs.100.06

Euro

1

Rs.77.95

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRT

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

KLS

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

64

 

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.