MIRA INFORM REPORT
|
Report Date : |
22.10.2014 |
IDENTIFICATION DETAILS
|
Name : |
FUTURE LIFESTYLE FASHIONS LIMITED (w.e.f. 04.12.2012) |
|
|
|
|
Formerly Known
As : |
FUTURE VALUE FASHION RETAIL LIMITED |
|
|
|
|
Registered
Office : |
Knowledge House, Shyam Nagar, Off. Jogeshwari - Vikhroli Link Road,
Jogeshwari (East), Mumbai – 400060, Maharashtra |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2014 |
|
|
|
|
Date of
Incorporation : |
30.05.2012 |
|
|
|
|
Com. Reg. No.: |
11-231654 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.51.463 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U52100MH2012PLC231654 |
|
|
|
|
PAN No.: [Permanent Account No.] |
AABCF9869N |
|
|
|
|
Legal Form : |
A Public Limited Liability Company.
The Company’s Shares are Listed on the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Subject operates as an integrated fashion company. |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (50) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Status : |
Satisfactory |
|
|
|
|
Payment Behaviour : |
Usually Correct |
|
|
|
|
Litigation : |
Exist |
|
|
|
|
Comments : |
Subject is a subsidiary of “Future Retail Limited”. It is an established company having satisfactory track record. The subject is formed thought the demerger of lifestyle fashion businesses
of Future Retail Limited and Future Ventures India Limited. It is the company first year of business operations and the company
has achieved sizeable turnover and profit during current year. Further, the rating also takes into consideration the vast experience
of the promoters in retail industry. Trade relations are reported as fair. Business is active. Payment
terms are reported to be usually correct and as per commitment. In view of strong promoter, the company can considered normal for business
dealings at usual trade terms and conditions.
|
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
INDIAN ECONOMIC OVERVIEW
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 |
CARE |
|
Rating |
Long Term Bank Facilities = A+ |
|
Rating Explanation |
Adequate degree of safety. It carry low
credit risk. |
|
Date |
03.09.2014 |
|
Rating Agency Name |
CARE |
|
Rating |
Short Term Bank Facilities = A1 |
|
Rating Explanation |
Very strong degree of safety and carry lowest credit risk. |
|
Date |
03.09.2014 |
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.: 91-22-30842336)
LOCATIONS
|
Registered Office : |
Knowledge House, Shyam Nagar, Off. Jogeshwari - Vikhroli Link Road, Jogeshwari
(East), Mumbai – 400060, Maharashtra, India |
|
Tel. No. : |
91-22-30842336 |
|
Fax No. : |
91-22-66442201 |
|
E-Mail : |
|
|
|
|
|
Future Retail
Home Office : |
Tower C, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083,
Maharashtra, India |
|
Tel. No. : |
91-22-61190000 |
|
|
|
|
Branch Office: |
Express Building, Second Floor No. 1, Queens Road, Bangalore 560 001,
Karnataka, India |
DIRECTORS
As on 09.05.2013
|
Name : |
Mr. Kishore Laxminarayan Biyani |
|
Designation : |
Managing Director |
|
Address : |
406, Jeevan Vihar, Manav Mandir Road, Mumbai – 400006, Maharashtra, India |
|
Date of Birth/Age : |
09.08.1960 |
|
Date of Appointment : |
25.06.2013 |
|
DIN No.: |
00005740 |
|
|
|
|
Name : |
Mr. Chandra Prakash Toshniwal |
|
Designation : |
Whole Time Director |
|
Address : |
Kanishka, Great Eastern Link, Ram Mandir Road, Goregaon (West), Mumbai – 400062, Maharashtra, India |
|
Date of Birth/Age : |
29.09.1966 |
|
Date of Appointment : |
01.11.2013 |
|
DIN No.: |
00036303 |
|
|
|
|
Name : |
Mr. Sanjay Ramprasad Rathi |
|
Designation : |
Director |
|
Address : |
C-3, Kaveri – Mahima, Bangur Nagar, Goregaon (West), Mumbai – 400090, Maharashtra, India |
|
Date of Appointment : |
30.05.2012 |
|
DIN No.: |
00022432 |
KEY EXECUTIVES
|
Name : |
Mr. Kuldeep R Sharma |
|
Designation : |
Secretary |
|
Address : |
601/A, Shiv Parvati, Chincholi Bunder Road, Malad (West), Mumbai - 400064, Maharashtra, India |
|
Date of Birth/Age : |
26.07.1965 |
|
Date of Appointment : |
01.05.2013 |
|
PAN No.: |
AAFPS9218R |
SHAREHOLDING PATTERN
As on 30.06.2014
|
Category of
Shareholder |
No. of Shares |
Percentage
of Holding |
|
(A) Shareholding of Promoter
and Promoter Group |
|
|
|
|
|
|
|
|
38933 |
0.02 |
|
|
88618638 |
52.05 |
|
|
88657571 |
52.07 |
|
|
|
|
|
Total shareholding of Promoter
and Promoter Group (A) |
88657571 |
52.07 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
1021108 |
0.60 |
|
|
162325 |
0.10 |
|
|
15527950 |
9.12 |
|
|
1915792 |
1.13 |
|
|
21828776 |
12.82 |
|
|
40455951 |
23.76 |
|
|
|
|
|
|
22825989 |
13.41 |
|
|
|
|
|
|
7631437 |
4.48 |
|
|
7179943 |
4.22 |
|
|
3515067 |
2.06 |
|
|
232995 |
0.14 |
|
|
731495 |
0.43 |
|
|
2414756 |
1.42 |
|
|
135821 |
0.08 |
|
|
41152436 |
24.17 |
|
Total Public shareholding (B) |
81608387 |
47.93 |
|
Total (A)+(B) |
170265958 |
100.00 |
|
(C) Shares held by Custodians
and against which Depository Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
170265958 |
0.00 |
Shareholding
belonging to the category "Promoter and Promoter Group"
|
Sl.No. |
Name of the
Shareholder |
Details of Shares held |
Encumbered shares (*) |
|||
|
|
|
No. of Shares held |
As a % of grand total
(A)+(B)+(C) |
No |
As a percentage |
As a % of |
|
1 |
Future Retail Limited |
3,05,70,108 |
17.95 |
0 |
0.00 |
0.00 |
|
2 |
Future Corporate Resources Limited |
2,95,48,009 |
17.35 |
19520519 |
66.06 |
11.46 |
|
3 |
PIL Industries Limited |
1,09,64,652 |
6.44 |
6630529 |
60.47 |
3.89 |
|
4 |
Future Capital Investment Private Limited |
28,22,097 |
1.66 |
1859911 |
65.91 |
1.09 |
|
5 |
Central Departmental Stores Private Limited |
29,66,570 |
1.74 |
2411416 |
81.29 |
1.42 |
|
6 |
Gargi Developers Private Limited |
66,57,511 |
3.91 |
6040111 |
90.73 |
3.55 |
|
7 |
Ryka Commercial Ventures Private Limited |
42,29,319 |
2.48 |
3150421 |
74.49 |
1.85 |
|
8 |
Manz Retail Private Limited |
3,23,918 |
0.19 |
66666 |
20.58 |
0.04 |
|
9 |
Ashni Kishore Biyani |
16,770 |
0.01 |
0 |
0.00 |
0.00 |
|
10 |
Avni Kishorkumar Biyani |
19,499 |
0.01 |
0 |
0.00 |
0.00 |
|
11 |
Vivek Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
12 |
Akar Estate & Finance Private Limited |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
13 |
Sunil Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
14 |
Anil Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
15 |
Kishore Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
16 |
Gopikishan Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
17 |
Laxminarayan Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
18 |
Rakesh Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
19 |
Vijay Biyani |
333 |
0.00 |
0 |
0.00 |
0.00 |
|
20 |
Tirumal Trading & Investment Consultants Private Limited |
4,80,457 |
0.28 |
0 |
0.00 |
0.00 |
|
21 |
Arlette Infrastructure Private Limited |
55,664 |
0.03 |
0 |
0.00 |
0.00 |
|
|
Total |
8,86,57,571 |
52.07 |
39679573 |
44.76 |
23.30 |
Shareholding
belonging to the category "Public" and holding more than 1% of the
Total No. of Shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares held |
Shares as % of
Total No. of Shares |
|
|
|
|
|
|
1 |
PI Opportunities Fund-I |
15527950 |
9.12 |
|
2 |
Arisaig Partners (ASIA) Pte Limited |
11035460 |
6.48 |
|
3 |
Bennett Coleman & Company Limited |
8112748 |
4.76 |
|
4 |
BNP Paribas Arbitrage |
4540424 |
2.67 |
|
5 |
MKCP Institutional Investor (Mauritius) II |
3072075 |
1.80 |
|
6 |
Lata Bhanshali |
2845205 |
1.67 |
|
7 |
IDBI Trusteeship Services Limited |
2143844 |
1.26 |
|
8 |
Mohini Resources Private Limited |
2129943 |
1.25 |
|
9 |
Aaradhak Commercial Ventures Private Limited |
2033814 |
1.19 |
|
10 |
Shivanand Shankar Mankekar |
1951468 |
1.15 |
|
|
Total |
53392931 |
31.36 |
Shareholding
belonging to the category "Public" and holding more than 5% of the Total
No. of Shares
|
Sl. No. |
Name(s) of the
shareholder(s) and the Persons Acting in Concert (PAC) with them |
No. of Shares |
Shares as % of
Total No. of Shares |
|
|
|
|
|
|
1 |
Arisaig Partners (Asia) Pte Limited A/c ARI |
11035460 |
6.48 |
|
2 |
PI Opportunities Fund-I |
15527950 |
9.12 |
|
|
Total |
26563410 |
15.60 |
Details of Locked-in
Shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares |
Locked-in Shares as
% of |
|
1 |
Future Retail Limited |
2,57,31,399 |
15.11 |
|
2 |
Future Corporate Resources Limited |
51,63,248 |
3.03 |
|
3 |
PI Opportunities Fund 1 |
1,55,27,950 |
9.12 |
|
|
Total |
4,64,22,597 |
27.26 |
BUSINESS DETAILS
|
Line of Business : |
Subject operates as an integrated fashion company. |
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
|
|
|
|
Bankers : |
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Finance Institution : |
Centbank Financial Services Limited, 15-16 Bajaj Bhawan,
1st Floor, Opp Inox Multiplex, Nariman Point, Mumbai - 400021, Maharashtra,
India |
|
|
|
|
Auditors : |
|
|
Name : |
NGS and Company Chartered Accountants |
|
Address : |
B-46, Pravasi Industrial Estate, V.N. Road, Goregaon
(East), Mumbai-400063, Maharashtra, India |
|
PAN No.: |
AABFS3313D |
|
|
|
|
Holding Company
(As on 31.03.2013) : |
CIN No.: L52399MH1987PLC044954
|
|
|
|
|
Fellow Subsidiary (As on
31.03.2013) : |
|
CAPITAL STRUCTURE
As on 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
250000000 |
Equity Shares |
Rs.2/- each |
Rs.500.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
154473231 |
Equity Shares |
Rs.2/- each |
Rs.308.900 Millions |
|
|
|
|
|
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.03.2014 |
31.03.2013 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
308.900 |
51.463 |
|
(b) Reserves & Surplus |
|
12,604.300 |
(3.413) |
|
(c) Money
received against share warrants |
|
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending
allotment |
|
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
|
12,913.200 |
48.050 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
|
12,640.300 |
0.000 |
|
(b) Deferred tax liabilities (Net) |
|
644.900 |
0.000 |
|
(c) Other long term
liabilities |
|
2,517.800 |
0.000 |
|
(d) long-term
provisions |
|
54.800 |
0.000 |
|
Total Non-current
Liabilities (3) |
|
15,857.800 |
0.000 |
|
|
|
|
|
|
(4) Current
Liabilities |
|
|
|
|
(a) Short
term borrowings |
|
778.900 |
0.000 |
|
(b) Trade
payables |
|
8,348.100 |
0.063 |
|
(c) Other
current liabilities |
|
1,422.700 |
0.000 |
|
(d) Short-term
provisions |
|
82.600 |
0.000 |
|
Total Current Liabilities
(4) |
|
10,632.300 |
0.063 |
|
|
|
|
|
|
TOTAL |
|
39,403.300 |
48.113 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a) Fixed
Assets |
|
|
|
|
(i)
Tangible assets |
|
13,394.000 |
0.000 |
|
(ii) Intangible
Assets |
|
0.000 |
0.000 |
|
(iii)
Capital work-in-progress |
|
0.000 |
0.000 |
|
(iv)
Intangible assets under development |
|
0.000 |
0.000 |
|
(b) Non-current Investments |
|
0.000 |
0.000 |
|
(c) Deferred tax assets (net) |
|
0.000 |
0.024 |
|
(d) Long-term Loan and Advances |
|
3,289.200 |
0.000 |
|
(e) Other
Non-current assets |
|
0.000 |
0.000 |
|
Total Non-Current
Assets |
|
16,683.200 |
0.024 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
|
3,785.300 |
0.000 |
|
(b)
Inventories |
|
10,239.700 |
0.000 |
|
(c) Trade
receivables |
|
2,632.000 |
0.000 |
|
(d) Cash
and cash equivalents |
|
2,710.800 |
1.703 |
|
(e)
Short-term loans and advances |
|
2,669.300 |
45.000 |
|
(f) Other
current assets |
|
683.000 |
1.386 |
|
Total
Current Assets |
|
22,720.100 |
48.089 |
|
|
|
|
|
|
TOTAL |
|
39,403.300 |
48.113 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
|
7,195.200 |
0.000 |
|
|
|
Other Income |
|
3.600 |
1.540 |
|
|
|
TOTAL (A) |
|
7,198.800 |
1.540 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of Materials Consumed |
|
122.700 |
0.000 |
|
|
|
Purchases of Stock-in-Trade |
|
3,152.400 |
0.000 |
|
|
|
Changes in inventories of finished goods, work-in-progress
and Stock-in-Trade |
|
1,198.000 |
0.000 |
|
|
|
Employees benefits expense |
|
382.200 |
0.000 |
|
|
|
Rent |
|
781.300 |
0.000 |
|
|
|
Other Expenses |
|
880.900 |
4.808 |
|
|
|
Exceptional Items |
|
56.800 |
0.000 |
|
|
|
TOTAL (B) |
|
6,574.300 |
4.808 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
|
624.500 |
(3.268) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
|
390.400 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
|
234.100 |
(3.268) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
|
3,022.400 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
BEFORE TAX (E-F) (G) |
|
(2,788.300) |
(3.268) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
|
(921.700) |
0.145 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
AFTER TAX (G-H) (I) |
|
(1,866.600) |
(3.413) |
|
|
|
|
|
|
|
|
|
|
Earnings /
(Loss) Per Share (Rs.) |
|
(12.08) |
(0.30) |
|
KEY RATIOS
|
PARTICULARS |
|
|
31.03.2014 |
31.03.2013 |
|
PAT / Total Income |
(%) |
|
(25.93) |
(221.62) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
|
(38.75) |
0.00 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
|
(7.08) |
(6.80) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
|
(0.22) |
(0.07) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
|
1.04 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
|
2.14 |
763.32 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
|
31.03.2013 |
31.03.2014 |
|
|
|
Rs.
In Millions |
Rs.
In Millions |
|
Share Capital |
|
51.463 |
308.900 |
|
Reserves & Surplus |
|
(3.413) |
12604.300 |
|
Net
worth |
|
48.050 |
12913.200 |
|
|
|
|
|
|
long-term borrowings |
|
0.000 |
12640.300 |
|
Short term borrowings |
|
0.000 |
778.900 |
|
Total
borrowings |
|
0.000 |
13419.200 |
|
Debt/Equity
ratio |
|
0.000 |
1.039 |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES OF
LONG-TERM DEBT
Rs. In Millions
|
Particular |
|
31.03.2014 |
31.03.2013 |
|
|
|
|
|
|
Current maturities of long-term debt |
|
138.600 |
NA |
|
|
|
|
|
|
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
two years |
Yes |
|
12] |
Profitability for last
two 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:
|
Bench:- Bombay |
|||||||
|
Presentation Date: 09/04/2014 |
|||||||
|
Lodging No. : |
CPL/237/2014 |
Failing Date:- |
09/04/2014 |
Reg. No.:- |
CP/325/2014 |
Reg.
Date:- |
07/05/2014 |
|
Petitioner:- |
M/S ADIDAS INDIA MARETING PRIVATE LIMITED |
Respondent:- |
FUTURE LIFESTYLE FASHIONS LIMITED CIN NO.: U52100MH2012PLC231654 |
||||
|
Petn.Adv:- |
KHAITAN AND COMPANY (919) |
Resp.Adv:- |
NAIK NAIK AND COMPANY (I7932) |
||||
|
District:- |
OUTSIDE MAHARASHTRA |
||||||
|
Bench:- |
SINGLE |
Category:- |
COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT |
||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR ADMISSION (ORIGINAL SIDE MATTERS) |
||||
|
Next Date:- |
26.09.2014 |
||||||
|
Coram:- |
HON’BLE SHRI JUSTICE S.J. KATHAWALLA |
||||||
|
|
|
||||||
|
Act. : |
Companies Act and Rules 1956 |
Under Section 433, 434 and 439 |
|||||
COMPANY OVERVIEW
Future Lifestyle Fashions Limited operates as an integrated fashion company in India. The company primarily operates retail stores under the Central name; outlet stores under the Brand Factory name; and a multi-brand sportswear and sports goods chain under the Planet Sports name, as well as owns a fashion brand all that offers plus size clothing. It offers formal menswear, casual wear, active or sportswear, women’s ethnic wear, women’s denim wear, women’s casual wear, footwear, and accessories under a portfolio of fashion brands.
STATUS OF THE
COMPANY
The Company was
initially incorporated as a subsidiary of Future Value Retail Limited, which is
subsidiary of Future Retail Limited (formerly known as Pantaloon Retail (India)
Limited). Thereafter, on 9 November 2012, the entire shareholding in the
Company was transferred from Future Value Retail Limited to Future Retail
Limited and accordingly, the Company ceased to be subsidiary of Future Value
Retail Limited with effect from the said date and continued as direct
subsidiary of Future Retail Limited.
COMPOSITE SCHEME
OF ARRANGEMENT AND AMALGAMATION FOR DEMERGER AND VESTING OF FASHION BUSINESS IN
THE COMPANY
The Board of
Directors, at its meeting held on 9 November 2012, approved the composite
scheme of arrangement and amalgamation between Indus-League Clothing Limited
(ILCL), Lee Cooper (India) Limited (LEE), Future Ventures (India) Limited
(FVIL), Pantaloon Retail (India) Limited (now known as Future Retail Limited)
(FRL) and Future Lifestyle Fashions Limited (FLFL) under Sections 391-394 of
the Companies Act, 1956.
The Scheme
provides for demerger of fashion business of ILCL and amalgamation of LEE into
FVIL and thereafter demerger of fashion business of FVIL and fashion business
of FRL into FLFL. It is expected that the Scheme would be approved by the
Honable High Court of Bombay at final hearing of petition coming up in the
month of May 2013.
The companies,
part of this composite scheme, will give effect to the scheme after receipt of
certified copy of the court order and the Fashion Business comprising of the
FVIL demerged undertaking and PRIL demerged undertaking (as defined in the scheme
documents) would be vested with the Company with effect from the 1 January 2013
being the Appointed Date as determined in the scheme documents. Pursuant to the
said Scheme becoming effective, the shareholders of FVIL and FRL, as on a
record date to be declared for the purpose by FVIL and FRL, shall be allotted
equity shares of FLFL in the ratio as mentioned in the Scheme. Post aforesaid
allotment, the Company will be proceeding with the listing of the shares of the
Company.
INDEX OF CHARGE:
|
Sr. No. |
Charge ID |
Date of Charge Creation/Modification |
Charge amount secured |
Charge Holder |
Address |
Service Request Number (SRN) |
|
1 |
10486709 |
28/03/2014 |
1,500,000,000.00 |
Vijaya Bank |
Corporate Banking Branch,
Maker Chambers - Iv, 2 |
C01109487 |
|
2 |
10482969 |
11/03/2014 |
1,000,000,000.00 |
Axis Bank Limited |
Central Office,
Second Floor, Bombay Dyeing Mill, |
B98633464 |
|
3 |
10469636 |
30/12/2013 |
500,000,000.00 |
Axis Bank Limited |
Central Office,
Second Floor, Bombay Dyeing Mill, |
B93309342 |
|
4 |
10468782 |
19/12/2013 |
6,000,000,000.00 |
Axis Bank Limited |
Central Office,
Second Floor, Bombay Dyeing Mill, |
B92961069 |
|
5 |
10459270 |
19/12/2013 * |
10,430,000,000.00 |
Bank of India and 6 Others |
Mumbai Large
Corporate Branch, Oriental Building, |
B92418409 |
|
6 |
10433897 |
29/05/2013 |
690,000,000.00 |
Axis Bank Limited |
Corporate Banking
Branch, Second Floor, Queens Ro |
B78307121 |
|
7 |
10433734 |
29/05/2013 |
2,000,000,000.00 |
Allbank Finance Limited |
14, India Exchange Place,, 1st Floor, Kolkata, West Bengal - 700001, India |
B78253010 |
|
8 |
10433737 |
29/05/2013 |
2,500,000,000.00 |
Cent bank Financial Services Limited |
15-16 Bajaj Bhawan,
1st Floor, Opp Inox Multiplex, |
B78253473 |
|
9 |
10433740 |
29/05/2013 |
4,500,000,000.00 |
Axis Bank Limited |
Central Office,
Second Floor, Bombay Dyeing Mill, |
B78254984 |
*Date of modification Charges
FIXED ASSETS:
·
Land
·
Building
·
Plant and Machinery
·
Computer
·
Vehicles
·
Furniture and Fixture
STATEMENT OF
UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2014
Rs.
In Millions
|
Particulars |
3 Months ended |
|
|
30.06.2014 |
||
|
Unaudited |
||
|
1 |
Income from Operations |
|
|
|
(a) Net sates/income from operations (Net of excise duty) |
68.306 |
|
|
(b) Other Operating Income |
1.608 |
|
|
Total income from operations (net) |
69.914 |
|
2 |
Expenses |
|
|
|
(a) Cost of materials consumed |
1.272 |
|
|
(b) Purchases of stock-in trade |
18.157 |
|
|
(c) Changes in inventories of finished goods. work-in-progress and
stock in trade |
(7.928) |
|
|
(d) Employee benefits expense |
3.862 |
|
|
(e) Depreciation and Anmortisation Expenses |
4.230 |
|
|
(f) Rent |
7.987 |
|
|
(f) Other Expenses |
8.035 |
|
|
Total expenses |
65.615 |
|
3 |
Profit/ (Loss) from operations before other Income, finance costs and
exceptional Items (1-2) |
4.299 |
|
4 |
Other Income |
0.063 |
|
5 |
Profit/ (Loss) from operations before other income, finance costs and
exceptional items (3+4) |
4.362 |
|
6 |
Finance Costs |
3.835 |
|
7 |
Profit/ (Loss) from ordinary activities after finance cost but before
exceptional items (5-6) |
0.527 |
|
8 |
Exceptional items |
-- |
|
9 |
Profit/ (Loss) from ordinary activities before tax (7+8) |
0.527 |
|
10 |
Tax expenses |
0.171 |
|
11 |
Net Profit / (Loss) from ordinary activities after tax (9-10) |
0.356 |
|
12 |
Extraordinary item (net of tax expense) |
-- |
|
13 |
Net Profit / (Loss) for the period (11-12) |
0.356 |
|
14 |
Share of profit' (loss) of associates |
-- |
|
15 |
Minority Interest |
-- |
|
16 |
Net Profit/ (Loss) after taxes, minority interest and share of
profit/(loss) of associates (13+14+15) |
0.356 |
|
17 |
Paid up equity share capital (Face Value of Rs.2/-each) |
3.405 |
|
18 |
Reserve excluding Revaluation Reserve as per Balance Sheet of
previous accounting year |
-- |
|
19.i |
Earnings per share (before extraordinary items) of Rs.10/- each (not annualised): |
|
|
|
(a) Basic |
0.23 |
|
|
(b) Diluted |
0.23 |
|
|
|
|
|
A |
PARTICULARS OF SHAREHOLDING |
|
|
1 |
Public Shareholding |
|
|
|
- Number of shares |
81,608,387 |
|
|
- Percentage of shareholding |
47.93% |
|
2 |
Promoters and Promoter group shareholding |
|
|
|
a) Pledged / Encumbered |
|
|
|
- Number of shares |
39,679,573 |
|
|
- Percentage of shares (as a % of the total shareholding of Promoter
& Promoter group) |
44.76% |
|
|
- Percentage of shares (as a % of the total Share Capital of the
Company) |
23.30% |
|
|
b) Non Encumbered |
|
|
|
- Number of shares |
48,977,998 |
|
|
- Percentage of shares (as a % of the total shareholding of Promoter
& Promoter group) |
55.24% |
|
|
- Percentage of shares (as a % of the total Share Capital of the
Company) |
29.53% |
|
|
|
|
|
B |
INVESTOR COMPLAINTS |
|
|
|
Pending at the beginning of the quarter |
Nil |
|
|
Received during the quarter |
1 |
|
|
Disposed off during the quarter |
1 |
|
|
Remaining unresolved at the end of the quarter |
Nil |
Note:
1. The above results have been reviewed by Audit Committee and the same were taken on record by the Board of Directors of the Company at its meeting held on August 7, 2014. The statutory auditors of the Company have carried out a limited review of the Company’s financial results for the quarter ended June 30, 2014.
2. During the quarter, 2,64,777 and 1,55,27,950 equity shares of Rs. 2/- each
were issued and allotted under Company’s Employee Stock Option Scheme 2013 and
by way of preferential allotment respectively. Consequently, the issued and
paid up Share Capital of the Company as on June 30, 2014 stands increased to
Rs. 340.500 Millions.
3. During the quarter under review, the Company has opened 4 lamIN, 1 Brand
Factory, 2 Planet Sports, 3 aLL and 18 EBO stores and closed 1 Brand Factory, 5
Planet Sports, 5 EBO stores.
4. Figures of the previous period / year have been regrouped / reclassified
wherever necessary.
5. The Company has only one business segment i.e. "Fashion".
AS PER WEBSITE:
PRESS RELEASES
FUTURE LIFESTYLE
FASHIONS ACQUIRES MAJORITY STAKE IN ELISIR LIFESTYLE
Oct 16, 2014,
NEW DELHI: Future Lifestyle Fashions, part of the Kishore Biyani-led Future group, today acquired majority stake in footwear firm Elisir Lifestyle for an undisclosed sum.
"The company has acquired 60 per cent stake in Elisir Lifestyle Private Limited, a company engaged in business of manufacture, supply and distribution of footwear and accessories in India," Future Lifestyle said in BSE filing.
In the recent past Future Group has been investing and later on divesting stakes in many small companies.
In November last year, Future Lifestyle divested minority stakes in ethnic wear firm Biba Apparels and designer Anita Dongre-owned brand 'AND' for Rs 4500.000 Millions.
At that time Biyani had stated that Future group was exiting from mature investments that were made more than five years ago.
Last week, Future Lifestyle announced divestment of 31.5 per cent of its stake in Celio Future Fashion Limited. Upon completion in terms of the documents, FLFL will hold 3.5 per cent stake in the company.
The company also picked up minority stakes in brands such as Tresmode, Famozi, accessories brand Peperone, women apparel firm Desi Belle and Mineral, a designer label from Priyadarshini Rao.
Future Retail demerged its fashion business in November 2012 and formed a new company called Future Lifestyle Fashions (FLFL). FLFL has a portfolio of over 40 fashion and lifestyle 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.61.30 |
|
UK Pound |
1 |
Rs.99.16 |
|
Euro |
1 |
Rs.78.59 |
INFORMATION DETAILS
|
Information
Gathered by : |
GYT |
|
|
|
|
Analysis Done by
: |
SUB |
|
|
|
|
Report Prepared
by : |
NTH |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
5 |
|
--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 |
|
50 |
This score serves as a reference to assess
SC’s credit risk and to set the amount of credit to be extended. It is calculated
from a composite of weighted scores obtained from each of the major sections of
this report. The assessed factors and their relative weights (as indicated
through %) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment record
(10%)
Credit history
(10%) Market trend (10%) Operational size
(10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
NB |
NEW BUSINESS |
||
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.