MIRA INFORM REPORT

 

 

Report Date :

06.09.2014

 

IDENTIFICATION DETAILS

 

Name :

PEPSICO INDIA HOLDINGS PRIVATE LIMITED

 

 

Registered Office :

B-3, DLF Corporate Park, ‘S’ Block, Qutab Enclave, Phase III, Gurgaon - 122002, Haryana

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

28.01.1994

 

 

Com. Reg. No.:

05-033754

 

 

Capital Investment / Paid-up Capital :

Rs. 36949.900 Millions

 

 

CIN No.:

[Company Identification No.]

U15549HR1994PTC033754

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELP10965D

 

 

PAN No.:

[Permanent Account No.]

AAACP1272G

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer and Trader of aerated and non-aerated beverage products, juice and juice based drinks and packed food products.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (47)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 172190000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Pepsico having satisfactory track record.

 

Profitability of the company seems to be low during 2013.

 

However, trade relations are fair. Business is active. Payment terms are usually correct.

 

In view of strong holding, the company can be 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.

 

 

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

 

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

 

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes that many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

 

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

 

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

 

 

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 DECLINED

 

MANAGEMENT NON-COOPERATIVE (Tel. No.: 91-124-2880699)

 

 

LOCATIONS

 

Registered Office

/ Factory 1:

B-3, DLF Corporate Park, ‘S’ Block Qutab Enclave, Phase III, Gurgaon – 122002, Haryana, India

Tel. No.:

91-124-2880699 / 2355880 / 2355863 / 2355871 / 6355880 / 863

Fax No.:

91-124-2355853 / 2355861 / 2355862 / 6355862

E-Mail :

jaya.nagpal@pepsico.com

jaya.nagpal@intl.pepsico.com

manisha.arora@intl.pepsico.com

sabiha.niyazi@pepsico.com

Website :

www.pepsiindia.co.in

 

 

Corporate Office :

LGF-54, World Trade Centre, Barakhamba Road, New Delhi – 110001, India

Tel. No.:

91-11-23323021

Fax No.:

91-11-51522541

Location :

Commercial

 

 

Factory 2 :

Frito Lay Divison, Village Channo, Post Office Bhawanigarh, District Sangrur, Patiala - 148026, Punjab , India

Tel. No.:

91-1672-468118

 

 

Branch Offices :

Located at :

 

·         Chandigarh

·         Phillaur

·         Sangrur

·         Gurgaon

·         New Delhi

 

 

DIRECTORS

 

As on 30.09.2013 

 

Name :

Mr. Rajiv Wakhle

Designation :

Director

Address :

D-602, Ambience Island, NH-8, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

04.09.1958

 

B.E./B.Tech

Date of Appointment :

28.11.2008

PAN No.:

AAKPW1794P

DIN No.:

00265039

Other Directorship :

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Date of cessation

Company/ LLP Status

Defaulting status

1

U15499PN2006PTC128630

AURIC FOODS PRIVATE LIMITED

Director

21-06-2006

21-06-2006

03-07-2006

Active

YES

2

U15549HR1994PTC033754

PEPSICO INDIA HOLDINGS PRIVATE LIMITED

Director

28-11-2008

28-03-2008

-

Active

NO

 

 

Name :

Pradeep Jain

Designation :

Director

Address :

A-B-602, Uniworld City, Sector-30/41, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

19.08.1968

Qualification :

CA

Date of Appointment :

15.03.2013

DIN No. :

02110401

Other Directorship :

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Company/ LLP Status

Defaulting status

1

U15435HR1997PTC033752

ARADHANA SNACK FOODS COMPANY PVT. LTD.

Director

30-09-2008

17-02-2008

Amalgamated

NO

2

U15549HR1994PTC033754

PEPSICO INDIA HOLDINGS PRIVATE LIMITED

Director

30-09-2013

30-09-2010

Active

NO

 

 

Name :

Mr. Kanish Malik

Designation :

Director

Address :

Apartment No. 1702, World Spa, Sector 30, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

01.01.1966

Qualification :

B.E./B. Tech

Date of Appointment :

04.08.2011

PAN No.:

AAVPM8673Q

DIN No.:

03612432

 

 

Name :

Kaushik Gunakar Mitra

Designation :

Director

Address :

Flat No. 402, Tower – 3, Belmonte Golf Course Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

30.10.1968

Qualification :

MBA

Date of Appointment :

23.04.2012

PAN No. :

ADPPM8004L

DIN No. :

05279295

Other Directorship :

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Company/ LLP Status

Defaulting status

1

U15549HR1994PTC033754

PEPSICO INDIA HOLDINGS PRIVATE LIMITED

Director

29-09-2012

23-04-2012

Active

NO

 

 

KEY EXECUTIVES

 

Name :

Mr. Vinod Kaushal

Designation :

Secretary

Address :

D-115, Ridgewood Estate, DLF City, Phase IV, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

19.12.1971

Date of Appointment :

07.03.2011

PAN No.:

AADPK5427C

 

 

Name :

Mr. Samik Basu

Designation :

CPO – India Region

 

 

Name :

Manu Anand

Designation :

Region President

 

 

Name :

Mr. Amitabh Pande

Designation :

EVP -Consumer

Insights

 

 

Name :

Mr. Anil Kumar Sharma

Designation :

Compute Delivery Manager

 

 

Name :

Mr. Pradeep Jain

Designation :

CFO India Beverages

 

 

Name :

Mr. Ranjit Kamath

Designation :

EVP Finance -Himalayan MU (Bev)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2013

 

Names of Shareholders

 

No. of Shares

Pepsico Panimex Inc., Mauritius

3692172586

Beaman Bottling Company, Dover

2813601

Jyoti Sagar

26

Total

3694986213

 

 

As on 30.09.2013

 

Equity Share Break up (Percentage of Total Equity)

 

Category

Percentage of Holding

Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others

100.00

Total

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer and Trader of aerated and non-aerated beverage products, juice and juice based drinks and packed food products.

 

 

Products :

Item Code No. (ITC Code)

Product Description

22021099

Aerated and Non aerated beverage

22052000

Potato Chips Fried

21069000

Nankeens

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Divulged

 

 

Bankers :

Not Divulged

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

BSR and Company

Chartered Accountants

Address :

Bldg. No. 10, 8th Floor, Tower B, DLF Cyber City, Phase II, Gurgaon – 122022, Haryana, India

Income-tax PAN of auditor or auditor's firm :

AAAFB9852F

 

 

Holding company :

PepsiCo Panimex Inc., Mauritius

 

 

Ultimate holding Company :

PepsiCo Inc. (Trademark owner)

 

 

Fellow Subsidiary Companies :

·         PepsiCo World Trading Company, Inc.

Pepsi Cola International Cork

PepsiCo Inc. (Hong Kong Branch)

Pepsi-Cola (Thai) Trading Co. Limited

Quakers Oats Australia Pty Limited

Pepsico International Pte Limited

PepsiCo Inc., Dubai

Lebedyansky OJSC

Societe Moderne Lebanaise Pour

International Refershment Company Limited

Pepsi Cola International, Cork

Pepsi-Cola International Co. of Uruguary S.R.L

Pepsi-Lipton International Limited

PCI NewYork

PepsiCo Services Asia Limited

The Pepsi Bottling Group (Canada)

 

 

Subsidiary companies :

·         Aradhana Drinks And Beverages Private Limited

CIN No.: U15549DL2003PTC122303

 

Aradhana Foods and Juices Private Limited

CIN No.: U74899DL2005PTC142296

 

Lehar Foods Private Limited

CIN No.: U15549DL2003PTC122304

 

International Refershment Company Limited

 

Aradhana Convenience Foods Private Limited (merged during the year with PepsiCo India Holdings Private Limited w.e.f. 1 April 2010 )

 

 

Associates :

·         Pearl Drinks Limited

CIN No.: U15532DL1982PLC014664

 

Varun Beverages Limited

CIN No.: U74899DL1995PLC069839

 

Pearl Bottling Private Limited

CIN No.: U15541DL1988PTC170355

 

Pearl Beverages Limited

CIN No.: U15549DL1996PLC079678

 

SMV Beverages Private Limited

CIN No.: U15500MH1996PTC099058

 

 

Joint venture :

Nouri Shco Beverages Limited

CIN No.: U15500HR2010PLC041616

 

 

Other Related Party :

·         PepsiCo India Holdings Employees Provident Fund Trust

PepsiCo India Holdings Employees Superannuation Fund Trust

 

 

CAPITAL STRUCTURE

 

As on 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

4,000,000,000

Equity Shares

Rs.10/- each

Rs. 40000.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

3,694,986,213

Equity Shares

Rs.10/- each

Rs. 36949.900 Millions

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

36949.900

36949.900

12791.400

(b) Reserves & Surplus

6097.900

5922.400

2160.000

(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)

43047.800

42872.300

14951.400

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

7113.900

6720.500

4646.900

(b) Deferred tax liabilities (Net)

976.800

887.300

700.100

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

624.500

489.700

949.800

Total Non-current Liabilities (3)

8715.200

8097.500

6296.800

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

887.300

2526.500

5796.300

(b) Trade payables

11193.600

9599.800

5847.700

(c) Other current liabilities

1964.300

1217.700

1129.100

(d) Short-term provisions

1494.300

768.100

12.900

Total Current Liabilities (4)

15539.500

14112.100

12786.000

 

 

 

 

TOTAL

67302.500

65081.900

34034.200

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

21929.600

19777.000

15713.700

(ii) Intangible Assets

13843.500

16618.300

28.600

(iii) Capital work-in-progress

1667.700

1589.500

1500.500

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

6257.200

220.900

609.100

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

3776.700

2905.500

1041.000

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

47474.700

41111.200

18892.900

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

239.700

336.300

336.300

(b) Inventories

7557.200

6725.500

5078.300

(c) Trade receivables

5636.000

4678.900

1760.300

(d) Cash and cash equivalents

473.500

854.200

543.400

(e) Short-term loans and advances

5903.600

11176.200

7271.900

(f) Other current assets

17.800

199.600

151.100

Total Current Assets

19827.800

23970.700

15141.300

 

 

 

 

TOTAL

67302.500

65081.900

34034.200

 

 

SUMMARISED PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

 

31.03.2012

 

 

 

 

 

 

Turnover

 

69947.700

60928.700

 

 

 

 

 

 

Operating Income

 

472.600

440.600

 

 

 

 

 

 

Other Income

 

1431.200

836.900

 

 

 

 

 

 

LESS :

 

 

 

 

Excise Duty

 

4012.100

3341.500

 

 

 

 

 

 

Operating Expenditure

 

0.000

14655.500

 

 

 

 

 

 

Depreciation

 

6112.800

8147.500

 

 

 

 

 

 

Finance Cost

 

10.500

128.100

 

 

 

 

 

 

Other Expenses

 

24396.600

208000.800

 

 

 

 

 

 

Profit/Loss before Taxes, prior period expenses and exceptional items

 

507.300

3287.900

 

 

 

 

 

 

Prior Period Expenses

 

683.100

181.900

 

 

 

 

 

 

Deffered Tax

 

0.000

41.000

 

 

 

 

 

 

Net Profit/Loss after Tax and exceptional items

 

175.800

(3147.100)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

974.200

734.200

 

 

 

PARTICULARS

 

 

31.03.2011

 

 

SALES

 

 

 

 

 

Income

 

 

40151.260

 

 

Other Income

 

 

1405.612

 

 

TOTAL                                     (A)

 

 

41556.872

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Excise Duty

 

 

5.431

 

 

Operating Expenditure

 

 

16318.320

 

 

Other Expenses

 

 

22765.042

 

 

Prior Period Expenses

 

 

0.000

 

 

Profit on Sale of Beverage Business for West Bengal Territory

 

 

0.000

 

 

TOTAL                                     (B)

 

 

39088.793

 

 

 

 

 

 

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

 

 

2468.079

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

 

 

213.651

 

 

 

 

 

 

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

 

 

2254.428

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

 

 

2260.036

 

 

 

 

 

 

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

 

 

(5.608)

 

 

 

 

 

Less

TAX                                                                  (H)

 

 

0.000

 

 

 

 

 

 

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

 

 

(5.608)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

 

 

230.923

 

 

Other Earnings

 

 

160.107

 

TOTAL EARNINGS

 

 

391.030

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

 

 

0.00

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

NA

NA

(0.01)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

NA

NA

(0.01)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

NA

NA

(0.02)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

NA

NA

0.00

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.19

0.22

0.70

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.28

1.70

1.18

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2011

31.03.2012

31.03.2013

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

12791.400

36949.900

36949.900

Reserves & Surplus

2160.000

5922.400

6097.900

Net worth

14951.400

42872.300

43047.800

 

 

 

 

long-term borrowings

4646.900

6720.500

7113.900

Short term borrowings

5796.300

2526.500

887.300

Total borrowings

10443.200

9247.000

8001.200

Debt/Equity ratio

0.698

0.216

0.186

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

No

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

-----

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

-----

26]

Buyer visit details

-----

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

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

Yes

32]

PAN of Proprietor/Partner/Director, if available

Yes

33]

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

No

34]

External Agency Rating, if available

No

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

90182056

03/04/1995

20,000,000.00

BANK OF AMERICA

DCM BUILDING, 16; BARAKHAMBA ROAD, NEW DELHI, DELHI - 110001, INDIA

-

2

90177587

28/03/1995

60,000,000.00

DEUTSCHE BANK

TOLSTOY HOUSE, TOLSTOY MARG, NEW DELHI, DELHI - 110001, INDIA

-

3

90181951

18/07/1994

25,000,000.00

CITBANK N. A.

3; PARLIAMENT STREET, NEW DELHI, DELHI - 110001, INDIA

-

4

90181872

01/12/1993

20,000,000.00

BANK OF AMERICA

HANSALAYA BUILDING, NEW DELHI, DELHI, INDIA

-

5

90181871

25/11/1993

20,000,000.00

DEUTSCHE BANK

AG; TOLSTOY HOUSE, TOISTOY MARG, NEW DELHI, DELHI, INDIA

-

6

90181607

23/05/1994 *

40,000,000.00

STATE BANK OF PATIALA

THE MALL, PATIALA, PUNJAB - 147001, INDIA

-

7

90179110

25/11/1993 *

5,000,000.00

HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

28; KASTURBA GANDHI MARG, NEW DELHI, DELHI - 110001, INDIA

-

 

 

UNSECURED LOANS

 

PARTICULAR

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG TERM BORROWINGS

 

 

Other external commercial borrowings

7055.800

6620.900

Deferred sales tax loan

58.100

99.600

 

 

 

SHORT TERM BORROWINGS

 

 

Working capital loans from banks

1.000

1945.100

Intercorporate borrowings

886.300

581.400

Total

8001.200

9247.000

 

 

COMPANY OVERVIEW

 

The Company is a subsidiary of PepsiCo Panimex Inc. Mauritius, is a private company incorporated on January 28, 1994 under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacture and trading of aerated and non-aerated beverage products, juice and juice based drinks and packed food products.

 

 

BUSINESS

 

During the year, the turnover of the Company was around Rs.69947.700 Millions. Overall, the Company is reporting a Profit for the year Rs 175.800 Millions as compared to a loss of Rs. 3147.100 Millions during the previous year.

 

 

AMALGAMATIONS

 

Amalgamation of the Company with Pepsi Foods Private Limited (PFL)

 

The Hon'ble High Court for the states of Punjab and Haryana at Chandigarh had approved the scheme of amalgamation of Pepsi Foods Private Limited (Transferor company) (Transferor company) with PepsiCo India Holdings Private Limited (Transferee Company).

 

The appointed date of Amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation, being the date of filing the amalgamation order with the Registrar Of Companies (ROC), is 12 March 2012.

 

Pepsi foods Private Limited (Transferor company) was engaged in the business of manufacture of soft drinks concentrate.

 

PepsiCo India Holdings Private Limited (Transferee company) is engaged in the business of manufacture and sale of aerated and non-aerated beverages, and snacks foods.

 

The amalgamation was in the nature of a merger and had been accounted for under the pooling of interests method.

 

As per the Scheme sanctioned :- Accounting Treatment

 

- All the assets and liabilities recorded in the books of the transferor company and the transferee company shall be recorded at their existing carrying amounts as appearing in the books the transferor company at the close of business of the day immediately preceeding the appointed date.

 

- The investments, inter-corporate deposits /loans and advances outstanding ,in any between the transferor company and the transferee company, inter se, if any shall stand cancelled and there shall be no further obligation/outstanding in that behalf and corresponding effect shall be given in the books of accounts and of the transferee company for the reduction of any assets and liabilities as the case may be. For the removal of doubt it is hereby clarified that there shall be no accrual of interest or other charges in respect of any intercorporate loans or balances. Any tax liabilities under any statutory legislation whether payable by the transferor company 'or the transferee company in respect of any, inter se, transactions between the appointed date and the effective date shall not be netted off.

 

- All the profits or income accruing or arising to the transferor company or expenditure or losses arising to or incurred by the transferor company, with effect from the appointed dates and upto and including effective date shall for all purpose and intents be treated and be deemed to accrue as the profit or income or expenditure or losses of the transferee company as the case may be.

 

 

AMALGAMATION OF THE COMPANY WITH AHMEDABAD ADVERTISING AND MARKETING CONSULTANTS PRIVATE LIMITED (AAML)

 

The Hon'ble High Court of Gujarat at Ahmedabad and the Hon'ble High Court of Punjab and Haryana at Chandigarh had approved the scheme of amalgamation of Ahmedabad Advertising and Marketing Consultants Private Limited (Transferor company) with PepsiCo India Holdings Private Limited (Transferee Company)

 

The appointed date of Amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation, being the date of filing the amalgamation order with the Registrar of Companies (ROC), is 16 April 2012.

 

Transferor company was engaged in the business of marketing of carbonated and non-carbonated soft drinks beverages sold under the trade marks Pepsi, Mirinda, 7 UP, Slice, Aquafina, etc.

 

PepsiCo India Holdings Private Limited (Transferee company) is engaged in the business of manufacture and sale of aerated and non-aerated beverages and snacks foods.

 

The amalgamation was in the nature of a merger and had been accounted for under the pooling of interests method.

 

As per the Scheme sanctioned :- Accounting Treatment

 

- All assets and liabilities of the Transferor companies had been incorporated in the books of the Transferee company on the basis of the values recorded in the books of account of the Transferor companies as on the appointed date.

 

- The investments, inter -corporate deposits /loans and advances outstanding, in any between the transferor company and the transferee company , inter se, if any shall stand cancelled and there shall be no further obligation/outstanding in that behalf and corresponding effect shall be given in the books of accounts and of the transferee company for the reduction of any assets and liabilities as the case may be. For the removal of doubt it is hereby clarified that there shall be no accrual of interest or other charges in respect of any intercorporate loans or balances. Any tax liabilities under any statutorylegislation whether payable by the transferor company or the transferee company in respect of any, inter se, transactions between the appointed date and the effective date shall not be netted off.

 

- All the profits or income accruing or arising to the transferor company or expenditure or losses arising to or incurred by the transferor company, with effect from the appointed date and upto and including effective date shall for all purpose and intents be treated and be deemed to be accrue as the profit or income or expenditure or losses of the transferee company as the case may be.

 

 

- The identity of the reserves shall be preserved and they shall appear in the financial statements of the transferee company in the same form in which they appeared in the financial statements of the transferor company.

 

 

AMALGAMATION OF THE COMPANY WITH PANAGARH MARKETING PRIVATE LIMITED (PML)

 

The Hon'ble High Court for the states of Punjab and Haryana at Chandigarh and the Hon'ble High Court of Delhi at New Delhi has approved the scheme of amalgamation of Panagarh Marketing Private Limited (Transferor company) with PepsiCo India Holdings Private Limited (Transferee Company)

 

The appointed date of Amalgamation as per the scheme is 1 April 2010.

 

The effective date of amalgamation, being the date of filing the amalgamation order with the Registrar Of Companies (ROC), is 28th April 2012.

 

Transferor company was engaged in the business of marketing of carbonated and non-carbonated soft drinks beverages sold under the trade marks Pepsi,Mirinda, 7 UP, Slice, Aquafina, etc.

 

PepsiCo India Holdings Private Limited (Transferee company) is engaged in the business of manufacture and sale of aerated and non-aerated beverages, and snacks foods.

 

The amalgamation was in the nature of a merger and had been accounted for under the pooling of interests method.

 

As per the Scheme sanctioned :- Accounting Treatment

 

- All assets and liabilities of the Transferor companies had been incorporated in the books of the Transferee company on the basis of the values recorded in the books of account of the Transferor companies as on the appointed date.

 

- The investments, inter-corporate deposits /loans and advances outstanding ,in any between the transferor company and thetransferee company , inter se, if any shall stand cancelled and there shall be no further obligation/outstanding in that behalf and corresponding effect shall be given in the books of accounts and records of the transferee company for the reduction of any assets and liabilities as the case may be. For the removal of doubt it is hereby clarified that there shall be no accrual of interest or other charges in respect of any intercorporate loans or balances. Any tax liabilities under any statutory legislation whether payable by the transferor company or the transferee company in respect of any, interse, transactions between the appointed date and the effective date shall not be netted off.

 

- All the profits or income accruing or arising to the transferor company or expenditure or losses arising to or incurred by the transferor company, with effect from the appointed date and upto and including effective date shall for all purpose and intents be treated and be deemed to be accrue as the profit or income or expenditure or losses of the transferee company as the case may be.

 

- The identity of the reserves shall be preserved and they shall appear in the financial statements of the transferee company in the same form in which they appeared in the financial statements of the transferor company.

 

- Any matter not dealt with above shall be dealt with in accordance with the applicable accounting standards prescribed by the ICAI.

 

 

AMALGAMATION OF THE COMPANY WITH ARADHANA SOFT DRINKS COMPANY (ASDC) AND ARADHANA SNACK FOODS COMPANY (ASFC)

 

The Hon'ble High Court for the states of Punjab and Haryana at Chandigarh had approved the scheme of amalgamation of Aradhana Soft Drinks Company (First Transferor company) and Aradhana Snacks Foods Company (Second Transferor company) with PepsiCo India Holdings Pvt. Ltd and their respective shareholders

and creditors.

 

The appointed date of Amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation, being the date of filing the amalgamation order filed with the Registrar of Companies (ROC), is 13 Feb. 2012. First Transferor company was engaged in the business of manufacture, marketing and distribution of the soft drinks beverages sold under the trade marks Pepsi, Mirinda, Diet, Pepsi, 7UP, Slice, Aquafina, and Everess Soda etc. and Second Transferor company is an investing holding company.

 

PepsiCo India Holdings Private Limited (Transferee company) is engaged in the business of manufacture and sale of aerated and non-aerated beverages, and snacks foods.

 

The amalgamation was in the nature of merger and had been accounted for under the pooling of interest method.

As per the Scheme sanctioned :- Accounting Treatment

 

- All assets and liabilities of the Transferor companie had been incorporated in the books of the Transferee company on the basis of the values recorded in the books of account of the Transferor companies as on the appointed date.

 

- The investments, inter-corporate deposits /loans and advances outstanding, in any between the transferor company and the transferee company, inter se, if any shall stand cancelled and there shall be no further obligation/outstanding in that behalf and corresponding effect shall be given in the books of accounts and records of the transferee company for the reduction of any assets and liabilities as the case may be. For the removal of doubt it is hereby clarified that there shall be no accrual of interest or other charges in respect of any intercorporate loans or balances. Any tax liabilities under any statutory legislation whether payable by the

transferor company or the transferee company in respect of any, inter se, transactions between the appointed date and the effective date shall not be netted off.

 

- All the profits or income accruing or arising to the transferor company or expenditure or losses arising to or incurred by the transferor company, with effect from the appointed date and upto and including effective date shall for all purpose and intents be treated and be deemed to be accrue as the profit or income or expenditure or

losses of the transferee company as the case may be.

 

- The identity of the reserves shall be preserved and they shall appear in the financial statements of the transfree company in the same form in which they appeared in the financial statements of the transferor company.

 

- Any matter not dealt with above shall be dealt with in accordance with the applciable accounting standards prescribed by the ICAI.

 

 

AMALGAMATION OF THE COMPANY WITH ARADHANA CONVENIENCE FOODS PRIVATE LIMITED (ACFP)

 

The Hon'ble High Court of Delhi and Hon'ble High Court of Punjab and Haryana at Chandigarh had approved the scheme of amalgamation of Aradhana Convenience Foods Private Limited (Transferor company) with PepsiCo India Holdings Private Limited (Transferee Company)

 

The appointed date of Amalgamation as per the scheme was 1 April 2010. The effective date of amalgamation, being the date of filing the amalgamation order with the Registrar Of Companies (ROC), is 8th October, 2012.

 

Transferor company was an Investing Holding Co.

 

PepsiCo India Holdings Private Limited (Transferee company) is engaged in the business of manufacture and sale of aerated and non-aerated beverages, and snacks foods.

 

The amalgamation was in the nature of a merger and had been accounted for under the pooling of interests method.

 

As per the Scheme sanctioned :- Accounting Treatment

 

- All assets and liabilities of the Transferor companies had been incorporated in the books of the Transferee company on the basis of the values recorded in the books of account of the Transferor companies as on the appointed date.

 

- The investments, inter -corporate deposits /loans and advances outstanding,in any between the transferor company and the transferee company , inter se, if any shall stand cancelled and there shall be no further obligation/outstanding in that behalf and corresponding effect shall be given in the books of accounts and records of the transferee company for the reduction of any assets and liabilities as the case may be. For the removal of doubt it is hereby clarified that there shall be no accrual of interest or other charges in respect of any intercorporate loans or balances. Any tax liabilities under any statutory legislation whether payable by the

transferor company or the transferee company in respect of any, inter se, transactions between the appointed date and the effective date shall not be netted off.

 

- All the profits or income accruing or arising to the transferor company or expenditure or losses arising to or incurred by the transferor company, with effect from the appointed date and upto and including effective date shall for all purpose and intents be treated and be deemed to be accrue as the profit or income or expenditure or losses of the transferee company as the case may be.

 

- The identity of the reserves shall be preserved and they shall appear in the financial statements of the transferee company in the same form in which they appeared in the financial statements of the transferor company.

 

 

CONTINGENT LIABILITIES:

 

PARTICULARS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

(i) Claims against the company not acknowledged as debts

 

 

- Excise matters

3478.100

498.600

- Sales tax matters

2066.100

1587.300

- Income tax matters *

3747.600

2220.200

 

9291.800

4306.100

*Amount paid under protest Rs. 456.900 Millions (previous year 425.000 Millions)

 

*In addition to the above, the Company has received a draft assessment order under section 143(3) of the Income Tax Act, 1961 for AY 2009-10. The total addition recommended by the authorities amounts to Rs 33,084 lacs on account of price support, valuation of inventory and transfer pricing adjustment for advertising and marketing expenses. The Company has currently filed its petition before the Dispute Resolution Panel (DRP) against the draft assessment order. The final hearing has been concluded and Directions of DRP under section 144C are awaited.

 

(ii) Other monies for which the Company is contingently liable:

 

The Company has granted put options to various bottlers in which it has made long term investments, for the sale of their business, the value of which and the consequential financial impact, if any, can only be ascertained at the time of the option being exercised / settled.

 

 

FIXED ASSETS

 

TANGIBLE ASSETS

·         Land

Buildings

Plant and Equipment

Furniture and Fixtures

Vehicles

Motor Vehicles

Office Equipment

Computer Equipments

Other Equipments

Leasehold Improvements

 

INTANGIBLE ASSETS

·         Goodwill

Brands and Trade Marks

Computer Software

 


 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records 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 records 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.60.44

UK Pound

1

Rs.98.64

Euro

1

Rs.78.20

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

RAS

 

 

Report Prepared by :

MRI

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

4

--CREDIT LINES

1~10

5

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

47

 

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.