MIRA INFORM REPORT

 

 

Report Date :

30.10.2014

 

IDENTIFICATION DETAILS

 

Name :

PHOENIX MILLS LIMITED

 

 

Registered Office :

462, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

27.01.1905

 

 

Com. Reg. No.:

11-000200

 

 

Capital Investment / Paid-up Capital :

Rs.289.691 Millions

 

 

CIN No.:

[Company Identification No.]

L17100MH1905PLC000200

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT09705D

 

 

PAN No.:

[Permanent Account No.]

AAACP3325J

 

 

Legal Form :

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

 

 

Line of Business :

Subject is mainly engaged in the development and operation of Malls and other real estate properties.

 

 

No. of Employees :

75 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (66)

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 53900000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

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

 

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

 

Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

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.

 

 

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. Nilesh Khare

Designation :

Account Officer

Contact No.:

91-22-24964307

Date :

29.10.2014

 

 

LOCATIONS

 

Registered Office :

462, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India

Tel. No.:

91- 22-24964307 /8 /9

Fax No.:

91- 22-24938388

E-Mail :

corpaffairs@highstreetphoenix.com

info@thephoenixmills.com

investorrelations@highstreetphoenix.com

accounts@thephoenixmills.com

Website :

http://www.thephoenixmills.com

 

 

Corporate/ Administrative Office :

R R Hosiery Building, Laxmi Woolen Mills Compound, E Moses road, Mahalaxmi, Mumbai – 400011, Maharashtra, India

Tel. No.:

91-22-30016730/ 30016600

Fax No.:

91-22-30016818/ 30016601

E-Mail :

info@marketcity.in

 

 

DIRECTORS

 

As on 31.03.2014

 

Name :

Mr. Ashokkumar Ruia

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Atul Ruia

Designation :

Joint Managing Director

 

 

Name :

Mr. Kiran Gandhi

Designation :

Whole Time Director

 

 

Name :

Mr. Shishir Shrivastava

Designation :

Group CEO and Joint Managing Director

 

 

Name :

Mr. Pradumna Kanodia

Designation :

Executive Director – Finance

 

 

Name :

Mr. Amitkumar Dabriwala

Designation :

Independent Director

 

 

Name :

Mr. Amit Dalal

Designation :

Independent Director

 

 

Name :

Mr. Sivaramakrishnan Iyer

Designation :

Independent Director

 

 

Name :

Mr. Suhail Nathani

Designation :

Independent Director

 

 

Name :

Mr. Gautam Nayak*

Designation :

Independent Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Nilesh Khare

Designation :

Account Officer

 

 

Name :

Mr. Sonia Gaur

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2014

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

As a % of (A+B)

(A) Shareholding of Promoter and Promoter Group

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

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

9931781

6.86

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

85630382

59.12

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

95562163

65.98

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

 

 

Total shareholding of Promoter and Promoter Group (A)

95562163

65.98

(B) Public Shareholding

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

 

 

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

3504055

2.42

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

78450

0.05

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

34233150

23.63

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

1500000

1.04

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

39315655

27.14

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

 

 

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

3986437

2.75

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

 

 

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

4894372

3.38

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

638270

0.44

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

448548

0.31

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

3200

0.00

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

39679

0.03

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

405419

0.28

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

250

0.00

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

9967627

6.88

Total Public shareholding (B)

49283282

34.02

Total (A)+(B)

144845445

100.00

 

 

 

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

 

 

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)

144845445

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is mainly engaged in the development and operation of Malls and other real estate properties.

 

 

GENERAL INFORMATION

 

No. of Employees :

75 (Approximately)

 

 

Bankers :

  • Bank of Baroda
  • Bank of India
  • Barclays Bank
  • Canara Bank
  • Central Bank of India
  • Corporation Bank
  • HDFC Bank
  • IndusInd Bank
  • Saraswat Bank
  • Standard Chartered Bank
  • State Bank of India
  • YES Bank

 

 

Facilities :

Secured Loan

31.03.2014

(Rs. in Millions)

31.03.2013

(Rs. in Millions)

Long-term Borrowings

 

 

Term Loans from Banks

(The term loans are Secured by Equitable Mortgage of deposit of Title deeds in respect of certain immovable properties and by hypothecation of rentals receivable from licencees.)

2486.875

2067.000

Term Loans from Others

(The above loan is secured by pledging 8,000,000 Equity Shares of Offbeat Developers Private Limited) Less: Amount disclosed under the head "Other Current Liabilities)

1320.000

0.000

Short-term borrowings

 

 

Working Capital Loans (Overdraft facility with Corporation Bank Limited for Rs.44.749 Millions /-(P.Y. Rs.6.568 Millions) is Secured

against Fixed Deposits of Rs.54.466 Millions (P.Y. Rs.50.000 Millions) (Overdraft facility with HDFC Bank Limited for Rs.75.888 Millions,108 /-(P.Y. Rs.Nil) is secured by Equitable Mortgage of deposit of Title deeds in respect of certain immovable properties and by hypothecation of rentals receivable from licencees.)

241.758

120.637

Term Loans from Others

(Secured by pledging 200,641 Equity Shares of Graphite India Limited held by the

company as well as 1,748,449 Equity Shares of Graphite India Limited held by a wholly

owned subsidiary)

50.000

0.000

Total

4098.633

2187.637

 

Maturity Profile

 

Amount in Millions

FY 2014-2015

 

814.500

FY 2015-2016

 

2262.375

FY 2016-2017

 

982.000

FY 2017-2018

 

296.875

FY 2018-2019

 

265.625

 

 

 

Banking Relations :

 

 

 

Auditors :

 

Name :

A. M. Ghelani and Company

Chartered Accountants

 

 

Name :

Chaturvedi and Shah

Chartered Accountant

 

 

Subsidiaries of the Company:

  • Alliance Spaces Private Limited
  • Blackwood Developers Private Limited
  • Bellona Finvest Limited
  • Big Apple Real Estate Private Limited
  • Butala Farm Lands Private Ltd.
  • Gangetic Developers Private Limited
  • Graceworks Realty & Leisure Private Limited
  • Island Star Mall Developers Private Limited
  • Enhance Holding Private Limited
  • Market City Management Private Limited
  • Market City Resources Private Limited
  • Mugwort Land Holdings Private Limited
  • Palladium Constructions Private Limited
  • Pallazzio Hotels & Leisure Limited
  • Pinnacle Real Estate Development Private Limited
  • Platinum Spaces Private Limited
  • Plutocrat Assets and Capital Management Private Limited
  • Phoenix Hospitality Company Private Limited
  • Sangam Infrabuild Corporation Private Limited
  • Upal Developers Private Limited
  • Vamona Developers Private Limited
  • Classic Mall Development Company Private Limited [w.e.f. 10th July, 2013]
  • Offbeat Developers Private Limited [w.e.f. 14th October, 2013]

 

 

Associates of the Company:

  • Bartraya Mall Development Company Private Limited
  • Starboard Hotels Private Limite
  • Classic Mall Development Company Private Limited [ upto 9th July, 2013]
  • Classic Housing Projects Private Limited
  • Entertainment World Developers Limited
  • Escort Developers Private Limited
  • Galaxy Entertainment Corporation Limited
  • Galaxy Entertainment (India) Private Limited
  • Gangetic Hotels Private Limited
  • Mirabel Entertainment Private Limited
  • Offbeat Developers Private Limited [upto 13th October, 2013]
  • Phoenix Construction Company
  • Savannah Phoenix Private Limited

 

 

Other Related Parties where common control exists:

  • R.R.Hosiery Private Limited
  • R.R. Hosiery
  • Phoenix Retail Private Limited
  • Winston Hotels Private Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

225000000

Equity Shares

Rs.2/- each

Rs. 450.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

144845445

Equity Shares

Rs.2/- each

Rs. 289.691 Millions

 

 

 

 

 

NOTE:

 

Particulars

31.03.2014

Equity Shares have been reserved for allotment under The Phoenix Mills Employees' Stock Option Plan 2007.

3390.000

Options have been granted under 'The Phoenix Mills Employees' Stock Option Plan 2007 of which 406,250 (P.Y. 335,000) Options have lapsed and are available

for regrant.

650.000

Reconciliation of Number of shares outstanding is set out below:-

31.03.2014

Equity Shares outstanding at the beginning the year

144.845

Equity Shares outstanding at the end of the year

144.845

 

Terms and rights of equity shareholders:-

The company has only one class equity shares having face value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholders are also entitled to dividend as and when proposed by the Board of Directors and approved by Shareholders in Annual General Meeting. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the Shareholders.

 

Shares in the Company held by each shareholder holding more than 5 % Shares

 

Name of Shareholder

 

 

No. of Shares

% of Holding

Ruia International Holding Company Private Limited

49163237

33.94

Senior Holdings Private Limited

15142550

10.45

Radhakrishna Ramnarain Private Limited.

11617930

8.02

Ashok Apparels Private Limited.

9670665

6.68

T. Rowe Price New Asia Fund

7521801

5.19

 


 

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

289.691

289.691

289.691

(b) Reserves & Surplus

18547.922

17396.175

16431.180

(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)

18837.613

17685.866

16720.871

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

3806.875

2067.000

2611.500

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

701.369

770.854

663.703

(d) long-term provisions

2.007

3.637

3.883

Total Non-current Liabilities (3)

4510.251

2841.491

3279.086

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

391.758

120.637

6.569

(b) Trade payables

491.248

440.606

410.392

(c) Other current liabilities

1583.801

1128.387

991.410

(d) Short-term provisions

379.998

465.549

360.067

Total Current Liabilities (4)

2846.805

2155.179

1768.438

 

 

 

 

TOTAL

26194.669

22682.536

21768.395

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

4092.976

4424.551

4394.586

(ii) Intangible Assets

0.000

0.000

0.000

(iii) Capital work-in-progress

1227.511

1089.749

913.170

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

11110.044

9386.250

7997.646

(c) Deferred tax assets (net)

3.499

30.205

28.319

(d)  Long-term Loan and Advances

6498.597

3888.111

5478.148

(e) Other Non-current assets

2.770

5.077

83.941

Total Non-Current Assets

22935.397

18823.943

18895.810

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

100.000

(b) Inventories

0.000

0.000

0.000

(c) Trade receivables

253.046

293.201

313.570

(d) Cash and cash equivalents

247.314

223.230

137.710

(e) Short-term loans and advances

2484.109

3192.435

2176.339

(f) Other current assets

274.803

149.727

144.966

Total Current Assets

3259.272

3858.593

2872.585

 

 

 

 

TOTAL

26194.669

22682.536

21768.395

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

31.03.2013

31.03.2012

 

SALES

 

 

 

 

Income

2948.023

2706.008

2259.657

 

Other Income

799.968

565.277

457.021

 

TOTAL (A)

3747.991

3271.285

2716.678

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Purchases for resale and variation in inventory

0.000

0.000

0.000

 

Employees benefits expense

77.729

82.826

86.799

 

Other expenses

939.532

838.694

772.255

 

TOTAL (B)

1017.261

921.520

859.054

 

 

 

 

 

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

2730.730

 2349.765

1857.624

 

 

 

 

 

Less

FINANCIAL EXPENSES (D)

444.087

264.955

165.448

 

 

 

 

 

 

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

2286.643

2084.810

1692.176

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION (F)

254.384

275.404

282.936

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX (E-F)   (G)

2032.259

 1809.406

1409.240

 

 

 

 

 

Less

TAX (I)

506.706

470.614

355.824

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX  (G-I)   (K)

1525.553

1338.792

1053.416

 

 

 

 

 

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD 

4721.850

3955.880

3439.140

 

 

 

 

 

 

APPROPRIATIONS

 

 

 

 

Transfer to General Reserve

200.000

200.000

200.000

 

Proposed Dividend

318.660

318.660

289.690

 

Corporate Dividend Tax

54.160

54.160

46.990

 

Total

5674.583

4721.850

3955.880

 

 

 

 

 

 

EARNINGS IN FOREIGN EXCHANGE

 

 

 

 

Dividend

0.136

0.129

NA

 

Sales Consideration of Equity shares (Investments)

1.449

0.000

NA

 

TOTAL EARNING

1.585

0.129

NA

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

10.53

9.25

7.27

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

PAT / Total Income

(%)

40.70

40.93

38.78

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

68.94

66.90

62.37

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

14.67

14.87

10.98

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.11

0.10

0.08

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.22

0.12

0.16

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.14

1.79

1.62

 

 

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

289.691

289.691

289.691

Reserves & Surplus

16431.180

17396.175

18547.922

Net worth

16720.871

17685.866

18837.613

 

 

 

 

long-term borrowings

2611.500

2067.000

3806.875

Short term borrowings

6.569

120.637

391.758

Total borrowings

2618.069

2187.637

4198.633

Debt/Equity ratio

0.157

0.124

0.223

 

 

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

2259.657

2706.008

2948.023

 

 

19.753

8.944

 

 

 

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

2259.657

2706.008

2948.023

Profit

1053.416

1338.792

1525.553

 

46.62%

49.47%

51.75%

 

 

 

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

No

 

LITIGATION DETAILS

 

 

CASE DETAILS

BENCH:-BOMBAY

 

Presentation Date:-

25/07/2014

 

Lodging No.:-

CHSL/1213/2014

Filing Date:-

25/07/2014

Reg. No.:-

CHS/712/2014

Reg. Date:-

01/08/2014

 

 

Main Matter

 

Lodging No.:-

SL/2770/2006

Reg No.:-

S/2823/2006

 

Petitioner:-

PHOENIX TOWER COOPERATIVE HOUSING SOCIETY LIMITED AND 5 OTHERS

Respondent:-

PHOENIX MILLS LIMITED

 

 

Petn.Adv.:-

WADIA GHANDY AND COMPANY (628)

 

 

 

 

 

 

 

District:-

MUMBAI

 

 

Bench:-

SINGLE

Status:-

Pre-Admission

Category:-

CHAMBER SUMMONS.

 

Next Date:-

30/10/2014

Stage:-

CHAMBER SUMMONS FOR HEARING [ORIGINAL SIDE MATTERS]

 

Coram:-

HON'BLE SHRI JUSTICE R.D. DHANUKA

 

Last Date:-

18/09/2014

Stage:-

CHAMBER SUMMONS FOR HEARING [ORIGINAL SIDE MATTERS]

 

Last Coram:-

HON'BLE SHRI JUSTICE S.C. GUPTE

 

 

Act :-

Code of Civil Procedure 1908

 

 

OPERATIONS

 

The Phoenix Mills Limited (PML) has emerged as the leading retail led real-estate firm and the largest mall developer/operator across India. They have 22 rare and irreplaceable city-centric realty assets (retail, residential, commercial and hospitality) and over 6 million sq. ft. of prime retail space under management. They have emerged as a leading commercial and residential property developer through our mixed-use asset development strategy.

 

Till date, we have delivered a multitude of projects aggregating nearly approx. 9 million sq. ft. mainly in Tier-1 cities of Mumbai, Bengaluru, Chennai and Pune. They have 7 mega malls under direct management and 4 malls in Tier-II cities through strategic tie-ups and investments, with a gross leasable area of approximately 7 million sq. ft. All our large-format retail malls are now operational. With an aggregate of 1900 stores and a fantastic array of approx. 400 leading domestic and global retail brands, their malls exhibit great substance and large operational scale. their have established our presence in major metros and Tier II cities of India.

 

Today, PML is suitably positioned to capitalise on India’s ever-growing consumption story. The response to our HSP Complex and four distinctive Phoenix Marketcity malls has been tremendous, evident through steadily rising consumption numbers (total consumption of approx. Rs. 37 bn. in Tier I cities) and average trading density of Rs. 1,152 psf pm. We are continuing to witness strong footfalls aggregating nearly 7.5 million per month across our malls indicating strong consumer interest towards our malls as a retail destination.

 

As each of their malls mature in terms of awareness and brand pull, we expect footfalls and consumption numbers to steadily keep growing. Their focus continues to be on maintaining and enhancing our retail-led assets. Palladium Premio, our luxury mall adjoining Phoenix Marketcity, Chennai, with 0.21 million sq. ft. of leasable area, is currently under construction.

 

During FY2014, their key focus has been consolidation of our market leadership as the owner, developer and manager of largeformat, prime, retail-led assets in the city-centres of India, with multiple options for shopping, entertainment and fine-dining. With their retail-led mixed-use asset development model, we strive to yield the best returns for their shareholders and consumers.

 

In our hospitality portfolio, Palladium Hotel atop Palladium Mall at HSP Complex is now maturing. With the current inventory of 309 rooms (this will ramp up to 384 rooms/suites/serviced apartments), the Hotel has clocked 46% occupancy as on 31st March, 2014. The Courtyard by Marriott, their five-star hotel in the tourist city of Agra, is fast nearing completion and is scheduled to be launched during FY15.

 

Meanwhile, we continue to focus on smooth execution of their ‘for sale’ commercial and residential projects currently under construction and their hotel in Agra, aggregating to nearly 6.7 million sq. ft. of saleable/built-up area. These include upmarket residential, commercial and hospitality assets in Mumbai, Bengaluru, Chennai, Pune and Agra. These projects are under various stages of development and are scheduled to be made operational over the next four years. Through these assets, we are showcasing how we create large-scale world-class retail destinations and deliver multiple projects within time and budget.

 

Management Discussion and Analysis (MDA), which forms a part of this report, deals comprehensively with their current operations and projects in the pipeline. It also deals with the current and future outlook of the Company.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

INDUSTRY REVIEW

 

INDIAN ECONOMY:

 

The Indian economy weathered the global financial crisis rather well. It quickly recovered from the decline in FY2008-09 to a healthy growth rate of around 9% annually during FY2009-10 and FY2010-11. However,

the recovery was short-lived as economic growth decelerated to 6.2% in FY2011-12 and further to 5.0% in FY2012-13 due to domestic and external factors. Despite some recovery in agriculture and the industrial sector, the overall GDP growth recorded during FY2013-14 was lower at 4.7%. In the fourth quarter of FY2014, GDP grew 4.6% (in terms of GDP at factor cost at constant prices).

 

The International Monetary Fund (IMF) has estimated a better year ahead for the Indian economy, as per the World Economic Outlook released in January 2014. A series of reform measures have been taken including the clearance of several large-scale projects by the Cabinet Committee on Investment. These are collectively projected to help revive the Indian economy and investor sentiments. In addition, the resurgence of exports, prospects of a revival in the global economy and moderation in inflation point towards a better outlook for the domestic economy during FY2014-15.

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10442754

11/07/2013

1,500,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BUILDING, GROUND FLOOR, 17, R. KAMANI MARG,
BALLARD ESTATE, MUMBAI, MAHARASHTRA - 400001, INDIA

B81963969

2

10316498

24/10/2011

3,000,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BUILDING GROUND FLOOR, 17, R.KAMANI MARG, BA
LLARD ESTATE, MUMBAI, MAHARASHTRA - 400001, INDIA

B24871667

3

10288559

19/05/2011

5,600,000,000.00

IDBI TRUSTEESHIP SERVICES LIMITED

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG, BA
LLARD ESTATE, MUMBAI, MAHARASHTRA - 400001, INDIA

B13608229

4

80063276

27/12/1967

1,500,000.00

BANK OF INDIA

M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

5

80063274

17/04/1967

261,760.00

BANK OF INDIA

70-80 M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

6

80063281

24/01/1967

2,800,000.00

BANK OF INDIA & DENA BANK

M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

7

80063272

09/03/1966

168,000.00

BANK OF INDIA

70-80 M G ROAD, MUMBAI, MUMBI, MAHARASHTRA - 400001, INDIA

-

8

80063282

18/12/1965

193,500.00

BANK OF INDIA

M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

9

80063277

06/04/1964

5,000,000.00

BANK OF INDIA AND DENA BANK

M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

10

80063278

06/04/1964

336,624.00

BANK OF INIA AND DENA BANK

M.G.ROAD, MUMBAI, MUMBAI, MAHARASHTRA - 400001, INDIA

-

 

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

 

a. Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is Rs.1083.128 Millions (P.Y. Rs. 1716.626 Millions) net of advance paid.

 

b. The Income tax assessments of the Company have been completed up to Assessment Year 2011-2012. The disputed tax demand outstanding upto the said Assessment Year is Rs.196.489 Millions. The Company as well as the Income Tax Department are in appeal before the Appellate Authorities against the assessments of earlier financial years. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the above appeals. Accordingly, the accounting entries arising there from will be passed in the year of the disposal of the said appeals.

 

c. The Service Tax Department has issued a Demand Notice of Rs.20.308 Millions to the company, against which the company has filed an appeal with the Service Tax Tribunal.

 

d. Demand notices received on account of arrears of Provident Fund dues aggregating to Rs.2.472 Millions (P.Y. Rs.2.472 Millions) are disputed by the Company. The Company has paid Rs.1.000 Millions and has also furnished a Bank Guarantee for Rs.1.471 Millions against the said P.F. demands to the P.F. authorities.

 

e. Disputed excise duty liability amounting Rs.Nil Millions ( P.Y. Rs.1.646 Millions)

 

f. Outstanding guarantees given by Banks Rs.2.770 Millions ( P. Y. Rs.2.770 Millions).

 

FIXED ASSETS

 

Tangible Assets

 

  • Freehold Land
  • Right on Leasehold Land
  • Buildings
  • Plant and Machinery
  • Vehicles
  • Office Furniture and Equiptment

 

Intangible Assets

 

  • Computer Softwares

 


 

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.61.35

UK Pound

1

Rs.98.93

Euro

1

Rs.77.92

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

SNT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--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

 

66

 

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.