MIRA INFORM REPORT

 

 

Report No. :

346080

Report Date :

20.10.2015

 

IDENTIFICATION DETAILS

 

Name :

PANTALOONS FASHION AND RETAIL LIMITED

 

 

Registered Office :

701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri (East), Mumbai – 400059, Maharashtra, India

Tel. No.:

91-8652905000

 

 

Country :

India

 

 

Financials (as on) :

31.03.2015

 

 

Date of Incorporation :

19.04.2007

 

 

Com. Reg. No.:

11-233901

 

 

Capital Investment / Paid-up Capital :

Rs. 933.000 Million

 

 

CIN No.:

[Company Identification No.]

L18101MH2007PLC233901

 

 

IEC No.:

0313012482

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

AAECP2371C

 

 

Legal Form :

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

 

 

Line of Business :

Retailer of Apparels and Fashion Accessories.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (60)

 

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 9873400

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a subsidiary of ‘’INDIGILD TRADE AND SERVICES LIMITED’’. It is a well-established company having fine track record.

 

The company has incurred losses from its operational activities.

 

However, the rating reflects established position of pantaloons as one of the largest players in the branded fashion and lifestyle segment back by financial and managerial support that company receives from its holding company.

 

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

 

In view of strong holding company support, 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 – March 31, 2015

 

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Commercial Paper Programme=A1+

Rating Explanation

Very strong degree of safety and carry lowest credit risk

Date

May, 15

 

 

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 31-03-2015.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON-COOPERATIVE

 

(Contact No: 91-8652705000)

 

 

LOCATIONS

 

Registered Office :

701-704, 7th Floor, Skyline Icon Business Park, 86-92 Off A. K. Road, Marol Village, Andheri (East), Mumbai – 400059, Maharashtra, India

Tel. No.:

91-8652905000

Fax No.:

91-8652905400

E-Mail :

geetika.anand@adityabirla.com

pfrl.secretarial@pantaloons.adityabirla.com

Website :

http://www.pantaloons.com

 

 

DIRECTORS

 

AS ON 31.03.2015

 

Name :

Mr. Pranab Barua

Designation :

Managing Director

Qualification :

Mr. Pranab Barua, a graduate in English Honours from St. Stephens College, New Delhi, and who has also attended many advanced Management programmes in India and abroad, is the Managing Director of the Company and Business Director for the Apparel and Retail Business of Aditya Birla Group.

Brief Profile including expertise in specific Functional Area :

Mr. Barua has over 35 years of professional experience, having worked in different companies including top multinationals and industries. In particular, his professional background includes experience as Chairman and Managing Director of Reckitt Benckiser; Regional Director, Reckitt Benckiser for South Asia; Foods Director on the Hindustan Unilever Board, and Sales and Marketing Director of Brooke Bond India Limited. He has also worked closely with Private Equity Groups like IL and FS, Actis and India Value Fund for their investor companies like Godrej Tea and Trinethra Super Retail. Presently, Mr. Barua is also the Managing Director of Aditya Birla Retail Limited, which runs the business of retail Hypermarkets and Supermarkets.

Date of Appointment :

23.10.2013

DIN No.:

00230152

 

 

Name :

Ms. Sukanya Kripalu

Designation :

Independent Director

Date of Birth/Age :

30.10.1960/ 54 Years

Qualification :

Graduate in Mathematics and Alumna of IIM, Kolkata

Brief Profile including expertise in specific Functional Area :

Ms. Kripalu is a specialist in the field of marketing, strategy, advertising, market research among others. Her experience includes working with leading corporates like Nestle India Limited, Cadbury India Limited and Kellogg India. She was the Chief Executive Officer of Quadra Advisory and is presently Director at Sukanya Consulting.

Date of Appointment :

13.10.2014

DIN No.:

06994202

 

 

Name :

Mr. Bharat Patel

Designation :

Independent Director

Brief Profile including expertise in specific

Functional Area:

Mr. Bharat Patel is the former Chairman of Procter and Gamble Hygiene and Health Care Limited., and presently he chairs the Indian Society of Advertisers (ISA). He has over 40 years of varied experience in the field of marketing, sales, exports, manufacturing, etc. He holds MA in Economics from the University of Notre Dame, USA and MBA in Marketing from the University of Michigan, USA. Apart from being associated with various Industry Associations, he is on the Board of various companies.

Date of Appointment :

19.04.2015

DIN No.:

00060998

 

 

Name :

Mr. Arun Thiagarajan

Designation :

Independent Director

Date of Birth/Age :

07.09.1944/ 70 Years

Qualification :

Master’s Degree in Engineering (Electrical) from Stockholm and Master’s Degree in Business Administration and Information System from Sweden

Brief Profile including expertise in specific

Functional Area:

Mr. Thiagarajan has attended the Advanced Management Program of the Harvard Business School. He has previously served as the Part-time Chairman of ING Vysya Bank Limited, Managing Director of Asea Brown Boveri Limited, Vice-chairman of Wipro Limited and as President of Hewlett-Packard India Private Limited. Presently, he is on the board of the various companies.

Date of Appointment :

11.05.2015

DIN No.:

00292757

 

 

Name :

Mr. Sushil Agarwal

Designation :

Non-Executive Officer

Date of Birth/Age :

13.06.1963/ 52 Years

Qualification :

M. Com, C.A.

Brief Profile including expertise in specific Functional Area:

Mr. Agarwal is a Whole-time Director and Chief Financial Officer of Aditya Birla Nuvo Limited, the ultimate Holding Company of the Company (“ABNL”). He has been with the Aditya Birla Group since the beginning of his career in 1989 and has privilege of working closely with the former Chairman Late Mr. Aditya Vikram Birla and current Chairman Mr. Kumar Mangalam Birla. He has richly contributed with his widely acknowledged financial acumen and analytical skills in many Restructuring, Mergers and Acquisitions initiatives of the Aditya Birla Group. He is on the board of several companies.

Date of Appointment :

06.08.2009

DIN No.:

00060017

 

 

KEY EXECUTIVES

 

Name :

Mr. Shital Mehta

Designation :

Chief Executive Officer

 

 

Name :

Mr. S. Visvanathan*

Designation :

Chief Financial Officer

 

 

Name :

Mr. Chandrashekhar Chavan

Designation :

Chief People Officer

 

 

Name :

Ms. Geetika Anand

Designation :

Company Secretary and Compliance Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2015

 

Category of Shareholders

No. of Shares

 

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

67390782

72.62

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

67390782

72.62

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

 

 

Total shareholding of Promoter and Promoter Group (A)

67390782

72.62

(B) Public Shareholding

 

 

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

 

 

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

75093

0.08

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

553507

0.60

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

202040

0.22

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

830640

0.90

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

 

 

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

21270546

22.92

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

2183614

2.35

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

921033

0.99

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

196914

0.21

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

64020

0.07

http://www.bseindia.com/include/images/clear.gifNRIs/Foreign Individuals

20

0.00

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

132634

0.14

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

100

0.00

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

140

0.00

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

24572107

26.48

Total Public shareholding (B)

25402747

27.38

Total (A)+(B)

92793529

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)

92793529

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Retailer of Apparels and Fashion Accessories.

 

 

Brand Names :

--

 

 

Agencies Held :

--

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

PRODUCTION STATUS: NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

Customers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

No. of Employees :

Not Divulged

 

 

Bankers :

Bank Name:

Not Divulged

Branch:

Not Divulged

Person Name (with Designation):

Not Divulged

Contact Number:

Not Divulged

Name of Account Holder:

Not Divulged

Account Number:

Not Divulged

Account Since (Date/ Year of A/c Opening):

Not Divulged

Average Balance Maintained (Optional):

Not Divulged

Credit Facilities Enjoyed (CC/OD/Term Loan):

Not Divulged

Account Operation:

Not Divulged

Remarks:

Not Divulged

 

·         Kotak Mahindra Bank Limited

·         ICICI Bank Limited

 

 

Facilities :

SECURED LOANS

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

LONG-TERM BORROWINGS

 

 

Rupee Term Loans from Banks

6375.000

7150.000

 

 

 

SHORT TERM BORROWINGS

 

 

Cash Credit from Banks

1.500

4.600

Total

6376.500

7154.600

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

S R B C and Co LLP

Chartered Accountants

Address :

14th Floor, The Ruby 29 Senapati Bapat Marg, Dadar (West), Mumbai-400028, Maharashtra, India

Tel. No.:

91-22-61920000

Fax No.:

91-22-61921000

 

 

Secretarial Auditors

 

Name :

Dilip Bharadiya and Associates

Company Secretaries

 

 

Legal Advisor

 

                                   Name :

Cyril Amarchand Mangaldas

Advocates and Solicitors

 

 

Memberships :

--

 

 

Collaborators :

--

 

 

Holding Company :

Indigold Trade and Services Limited (U18101GJ2007PLC078595)

 

 

Ultimate Holding Company:

Aditya Birla Nuvo Limited (ABNL) (L17199GJ1956PLC001107)

 

 

Fellow Subsidiary:

·         Madura Garments Lifestyle Retail Company Limited (MGLRCL)

·         Aditya Birla Minacs Worldwide Limited

·         Birla Sun Life Insurance Company Limited

 

 

Key Managerial Personnel has significant influence:

Aditya Birla Retail Limited

 


 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

150000000

Equity Shares

Rs.10/- each

Rs.1500.000 Million

10000000

8% Redeemable Cumulative Preference Shares

Rs.10/- each

Rs.100.000 Million

15000

6% Redeemable Cumulative Preference Shares

Rs.100/- each

Rs.1.500 Million

 

Total

 

Rs. 1601.500 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

92793529

Equity Shares

Rs.10/- each

Rs.927.900 Million

500

6% Redeemable Cumulative Preference Shares

Rs.10/- each

Rs.0.100 Million

500000

8% Redeemable Cumulative Preference Shares

Rs.100/- each

Rs.5.000 Million

 

Total

 

Rs. 933.000 Million

 

 

Reconciliation of the Paid-up Shares Outstanding at the beginning and at the end of the reporting year Equity Shares

 

Particulars

Number of Shares

Rs. In Million

Equity Shares

 

 

At the beginning of the year

92793529

927.900

Issued during the year

--

--

Outstanding at the end of the year

92793529

927.900

 

 

 

8% Redeemable Cumulative Preference Shares

 

 

At the beginning of the year

500000

5.000

Outstanding at the end of the year

500000

5.000

 

 

 

6% Redeemable Cumulative Preference Shares

 

 

At the beginning of the year

500

0.100

Outstanding at the end of the year

500

0.100

 

 

(b) Terms/Rights Attached to Equity Shares

 

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing 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 to all preference shareholders. The distribution will be in proportion to the number of the equity shares held by the shareholders.

 

(c) Terms of Conversion/Redemption of Preference Shares

 

500,000 8% Redeemable Cumulative Preference Share of Rs. 10 each fully paid-up (Previous Year: 500,000).

 Preference shares are entitled to cumulative dividend @ 8% p.a. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. These preference shares are redeemable by the Company at any time after completion of ten years from 31st March, 2009, at the face value. In the event of liquidation of the Company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

 

 

500 6% Redeemable Cumulative Preference Share of Rs.100 each fully paid-up (Previous Year: 500).

Preference shares are entitled to cumulative dividend @ 6% p.a. The dividend proposed by the Board of Directors is subject to the approval of the shareholdersin the ensuing Annual General Meeting. These preference shares are redeemable by the Company at any time after completion of ten years from 14th October, 2009, at the face value. In the event of liquidation of the Company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

 

 

(d) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

 

Out of equity and preference shares issued by the Company, shares held by its holding company, ultimate

holding company and their subsidiaries/associates are as below:

 

Name of Shareholders

As at 31st March, 2015

Indigold Trade and Services Limited and its nominees, Holding Company

67,390,782 (31st March, 2014: 63,056,196) Equity Share of Rs 10/- each fully paid up

673.900

Aditya Birla Nuvo Limited., Ultimate Holding Company

500,000 (31st March, 2014: 500,000) 8% Redeemable Cumulative Preference Shares of Rs. 10/- each

5.000

 

 

(e) Details of shareholders holding more than 5% Shares in the Company

 

Name of Shareholders

Number of Shares

% holding

Equity Shares

 

 

Indigold Trade and Services Limited and its nominees (Holding Company)

67390782

72.62%

Future Corporate Resources Limited

12986985

14.00%

 

 

 

8% Redeemable Cumulative Preference Shares of Rs.10 each

 

 

Aditya Birla Nuvo Limited (Ultimate Holding Company)

500000

100%

 

 

 

6% Redeemable Cumulative Preference Shares of Rs.100 each

 

 

Naman Finance and Investment Private Limited

250

50%

Infocyber (India) Private Limited

250

50%

 

As per of the Company, including its register of shareholders/members and other declarations received

from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial

ownerships of shares.

 


 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2015

31.03.2014

31.03.2013

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

933.000

933.000

10.100

(b) Reserves & Surplus

2522.700

4861.700

(778.000)

(c) Money received against share warrants

0.000

0.000

0.000

(d) Share Suspense Account

0.000

0.000

8463.200

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

3455.700

5794.700

7695.300

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

9375.000

10150.000

4849.300

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

541.100

427.900

364.600

(d) long-term provisions

65.600

56.800

22.900

Total Non-current Liabilities (3)

9981.700

10634.700

5236.800

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

2981.300

4.600

9988.100

(b) Trade payables

3114.000

3755.800

3163.000

(c) Other current liabilities

1699.400

1245.500

2711.500

(d) Short-term provisions

156.400

97.000

28.100

Total Current Liabilities (4)

7951.100

5102.900

15890.700

 

 

 

 

TOTAL

21388.500

21532.300

28822.800

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

3748.900

4432.200

4696.100

(ii) Intangible Assets

12044.600

11899.500

11676.500

(iii) Capital work-in-progress

37.700

179.200

135.500

(iv) Intangible assets under development

0.000

69.300

0.000

(b) Non-current Investments

0.000

0.000

0.000

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

816.100

769.500

625.500

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

16647.300

17349.700

17133.600

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

59.900

8000.000

(b) Inventories

4273.300

3583.500

3248.700

(c) Trade receivables

34.700

170.000

9.600

(d) Cash and cash equivalents

72.000

108.200

252.500

(e) Short-term loans and advances

263.800

167.000

118.500

(f) Other current assets

97.400

94.000

59.900

Total Current Assets

4741.200

4182.600

11689.200

 

 

 

 

TOTAL

21388.500

21532.300

28822.800

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2015

31.03.2014

31.03.2013

 

SALES

 

 

 

 

 

Income

18507.300

16612.100

12851.400

 

 

Other Income

27.800

51.300

632.200

 

 

TOTAL                                     (A)

18535.100

16663.400

13483.600

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Purchase of Traded Goods

10648.200

9897.600

7510.400

 

 

(Increase)/Decrease in Inventory of Traded Goods

(644.200)

(375.000)

233.400

 

 

Employees benefits expense

1836.900

1497.100

942.900

 

 

Other expenses

5939.400

5258.500

3503.500

 

 

TOTAL                                     (B)

17780.300

16278.200

12190.200

 

 

 

 

 

 

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

754.800

385.200

1293.400

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

1201.700

1172.500

1438.000

 

 

 

 

 

 

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

(446.900)

(787.300)

(144.600)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

1834.500

1090.000

544.300

 

 

 

 

 

 

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

(2281.400)

(1877.300)

(688.900)

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.000

0.000

 

 

 

 

 

 

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

(2281.400)

(1877.300)

(688.900)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

On Export of Goods (F.O.B. Basis)

0.000

0.000

78.000

 

TOTAL EARNINGS

0.000

0.000

78.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Traded Goods

49.400

3.700

0.000

 

 

Capital Goods

5.900

71.000

19.400

 

TOTAL IMPORTS

55.300

74.700

19.400

 

 

 

 

 

 

Earnings/(LOSS)  Per Share (Rs.)

(24.59)

(20.24)

(9.89)

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2015

31.03.2014

31.03.2013

Current Maturities of Long term borrowings

750.000

350.000

2469.500

 

 

 

 

Cash Generated from/ (used in) Operations

(344.300)

730.600

115.500

 

 

 

 

Net Cash Flow from/ (used in) Operating Activities

(359.500)

701.300

27.000

 

 

QUARTERLY RESULTS

 

PARTICULARS

(Unaudited)

30.06.2015

(1st Quarter)

Net Sales

4392.700

Total Expenditure

4360.100

PBIDT (Excl OI)

32.600

Other Income

6.600

Operating Profit

39.200

Interest

334.400

Exceptional Items

0.000

PBDT

(295.200)

Depreciation

435.700

Profit Before Tax

(730.900)

Tax

0.000

Provisions and contingencies

0.000

Profit After Tax

(730.900)

Extraordinary Items

0.000

Prior Period Expenses

0.000

Other Adjustments

0.000

Net Profit

(730.900)

 


 

 

KEY RATIOS

 

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

(12.33)

(11.30)

(5.36)

 

 

 

 

 

Operating Profit Margin

(PBDIT/Sales)

(%)

4.08

2.32

10.06

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(10.69)

(8.82)

(2.40)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.66)

(0.32)

(0.09)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

3.79

1.81

2.25

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.60

0.82

0.74

 

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

 

 

STOCK PRICES

 

Face Value

Rs. 10.00/-

 

 

Market Value

Rs. 230.20/-

 


 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

10.100

933.000

933.000

Reserves & Surplus

(778.000)

4861.700

2522.700

Money received against share warrants

0.000

0.000

0.000

Share Suspense Account

8463.200

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

7695.300

5794.700

3455.700

 

 

 

 

Long-term borrowings

4849.300

10150.000

9375.000

Short term borrowings

9988.100

4.600

2981.300

CURRENT MATURITIES OF LONG-TERM BORROWINGS

2469.500

350.000

750.000

Total borrowings

17306.900

10504.600

13106.300

Debt/Equity ratio

2.249

1.813

3.793

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

12851.400

16612.100

18507.300

 

 

29.263

11.409

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

12851.400

16612.100

18507.300

Profit/ (Loss)

(688.900)

(1877.300)

(2281.400)

 

(5.36%)

(11.30%)

(12.33%)

 


 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report

(Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

No

8

Designation of contact person

No

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

Yes

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

No

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

Yes

32

Litigations that the firm/promoter involved in

Yes

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

 

 

LITIGATION DETAILS:

HIGH COURT OF BOMBAY

 

 

 

Bench:- Bombay

Presentation Date:- 26/02/2015

Lodging No:-

CPL/178/2015

Filing Date:-

26/02/2015

Reg. No.:-

CP/445/2015

Reg. Date:-

23/04/2015

Petitioner:-

GULSHAN FASHIONS PRIVATE LIMITED-

Respondent:-

PANTALOONS FASHION AND RETAIL LIMITED

Petn. Adv.:

PHOENIX LEGAL (I481)

Resp. Adv.:-

0 (0)

District:-

OUTSIDE MAHARASHTRA

Bench:-

SINGLE

Status:-

Pre-Admission

Category:-

COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT

Next

Date:-

01/12/2015

Stage:-

FOR ADMISSION [ORGINIAL SIDE MATTERS]

Coram:-

PROVISIONAL BOARD

 

Last Date:-

27/04/2015

Stage:-

FOR ACCEPTANCE

Last Coram:-

HON’BLE SHRI JUSTICE S.J. KATHAWALLA

 

Act:-

Companies Act & Rules 1956

Under Section:-

433 (E) 434 AND 439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10444168

27/03/2014 *

1,290,000,000.00

AXIS TRUSTEE SERVICES LIMITED

AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND,
, PANDURANG BUDHKAR MARG, WORLI, MUMBAI- 400025, MAHARAS
HTRA, INDIA

C03717501

2

10444256

27/03/2014 *

7,500,000,000.00

AXIS TRUSTEE SERVICES LIMITED

AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND,
, PANDURANG BUDHKAR MARG, WORLI, MUMBAI- 400025, MAHARAS
HTRA, INDIA

C03754314

 

* Date of charge modification

 

 

UNSECURED LOANS

 

PARTICULARS

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

LONG-TERM BORROWINGS

 

 

Non-Convertible Debentures:

 

 

2,000 (31st March, 2014: 2,000) 9.25% Unsecured Redeemable Non-Convertible Debentures (FV of 1,000,000/- each for cash at par)

2000.000

2000.000

1,000, (31st March, 2014: 1,000) 9.20% Unsecured Redeemable Non-Convertible Debentures (FV of 1,000,000/- each for cash at par)

1000.000

1000.000

 

3000

3000

SHORT TERM BORROWINGS

 

 

8.75% - 8.90% Commercial Papers repayable between 2 and 3 months (unsecured) *

1979.800

0.000

9.5% Loan from Non-Banking Financial Institution repayable within one year (unsecured)

1000.000

0.000

Total

5979.800

3000.000

 

*Commercial Papers are shown net of unamortised discounting charges.

 

 

REVENUE:

 

The Company reported a revenue of Rs. 1851.000 Million in the year 2014-15 (“year”), recording a growth of 11.4% over 2013-14 (“previous year”). During the year, Company opened 25 new Pantaloons Stores and closed two stores. As at March 31, 2015, the Company had 104 Pantaloons Stores and 30 Factory Outlet Stores.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS:

 

INDIAN ECONOMY

 

Having seen muted growth over past two years, the Indian GDP saw marginal improvement in the year, as growth picked up from 6.9% to an estimated 7.3% this year. This was primarily led by expectations of a stable government and policy framework, as well as a moderate revival in consumption spending due to slowing inflationary pressures and a drop in global fuel prices. Fiscal and monetary initiatives taken by the Government and the Reserve Bank of India (“RBI”) have narrowed down both the fiscal deficit and current account deficit. However, outlook going forward remains uncertain, as the global revival is yet to take off and expectations of a sub-normal monsoon may temper any recovery.

 

INDIAN APPAREL MARKET OVERVIEW

 

Clothing and fashion retailing is the second largest contributor to the Indian retail market with a share of just under 10%. In the organized retailing market, clothing and fashion retailing is the largest and the most penetrated segment. It accounts for roughly one-third of the organized retailing market.

 

 

BUSINESS OVERVIEW:

 

Post the transition from Future Group, your Company has focussed on stores expansion, brand building and organisation processes to lay the foundation for growth in the future.

 

EXPANDING THE NETWORK REACH:

 

The Company expanded the network by launching 25 new Pantaloons stores and 6 factory outlets during the year, taking the total count to 104 Pantaloons stores and 30 factory outlets as on March 31, 2015. The Company has adopted two-pronged expansion strategy with focus on deeper penetration in larger towns and metros as well as increasing reach in tier-2 and tier-3 cities.

 

ENHANCING PRODUCTIVITY OF THE EXISTING STORES:

 

With an objective of improving customer footfalls, enhancing sell-through and sustaining profitable sales growth in the existing stores, 22 stores were refurbished during the year through infrastructure and assortment upgrade, completing the refurbishment of all necessary stores after the acquisition.

 

 

SCHEME OF ARRANGEMENT TO CREATE INDIA’S LARGEST PURE PLAY FASHION AND LIFESTYLE COMPANY WITH A STRONG BOUQUET OF LEADING FASHION BRANDS AND RETAIL FORMATS:

 

In a bid to capitalise on its large market presence in the branded fashion space in India, on May 3, 2015, the Boards of Directors of the Company, Aditya Birla Nuvo Limited (“ABNL”), and Madura Garments Lifestyle Retail Company Limited (“MGLRCL”), a subsidiary of ABNL, at their respective meetings, approved the consolidation of branded apparels businesses of the Aditya Birla Group, through a Composite Scheme of Arrangement between the Company, ABNL, MGLRCL and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 (“Composite Scheme”). The consolidation will also enable tapping of operational synergies on various fronts such as sourcing, real estate and technology platforms. This move to bring all the branded apparel businesses of Aditya Birla Group, under one roof is expected to accelerate the growth of these businesses and help exploit emerging opportunities presented by the rapidly growing Indian apparel market.

 

The businesses that will be demerged from the respective companies into your Company are:

 

1) Madura Fashion, a branded apparel retailing division of ABNL, (“Madura Undertaking”) and

 

2) Madura Lifestyle, a luxury branded apparel retailing division of MGLRCL (“MGLRCL Retail Undertaking”). The Boards of the Company, ABNL and MGLRCL have approved the following swap ratio recommended

by the independent valuers:-

 

1) Shareholders of ABNL will get 26 new Equity Shares of the Company for every 5 equity shares held in ABNL pursuant to the demerger of Madura Fashion;

 

2) Shareholders of MGLRCL will get 7 new Equity Shares of the Company for every 500 equity shares held in MGLRCL pursuant to the demerger of Madura Lifestyle;

 

3) Preference shareholder of MGLRCL will get 1 new equity share of PFRL.

 

The Composite Scheme is subject to the necessary statutory and regulatory approvals, including approvals of the appropriate authorities including High Court(s), Stock Exchange(s), SEBI and respective shareholders and lenders and/or creditors of each of the companies involved in the Composite Scheme. The appointed date of the Composite Scheme will be April 1, 2015.

 

AWARDS AND RECOGNITIONS:

 

The Company has been proud recipient of the following Awards/Recognitions during the year One of the “Most Trusted Retailer of India”- across categories and formats. Nielsen, an independent agency which specialises in conducting nationwide surveys/ research projects, conducts an Independent survey for “Economic Times’ Brand Equity” on annual basis, which is among the largest research project of its kind in India. The intention of the survey is to identify the “Most Trusted Brands and Retailers” and the Company is proud to have been recognised as one of the “Most Trusted Retailer ”, as per the results of the survey conducted during the year.

 

OUTLOOK:

 

In the short term, we expect the consumer sentiment and spending to remain muted. However, with the inflation projected to stabilise at lower levels and an anticipated improvement in GDP growth, the consumer spending is likely to improve in the medium term.


 

PART I

 

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER ENDED JUNE 30, 2015

 (Rs. in Million)

 

Particulars

30.06.2015

 

 

Unaudited

1.

Income from  Operations  

 

 

a) Net Sales/ Income from Operations

4337.000

 

b) Other Operating Income

55.700

 

Total Income from Operations (net)

4392.700

 

 

 

2.

Expenses

 

 

a) Purchase of Stock-in-Trade

1777.700

 

b) Changes in inventories of Stock-in-Trade

476.100

 

c) Employee benefits expense

524.700

 

d) Depreciation and amortisation expense

435.700

 

e) Rent

768.400

 

f)  Other expenses

813.200

 

Total Expenses

4795.800

 

 

 

3.

Profit/ (Loss)  from Operations before other income, finance costs and Exceptional items (1-2)

(403.100)

4.

Other Income

6.600

5.

Profit before finance costs and exceptional Items (3+4)

(396.500)

6.

Finance costs

334.400

7.

Profit after finance costs but before exceptional Items (5-6)

(730.900)

8.

Exceptional Items

--

9.

Profit before tax (7-8)

(730.900)

10.

Tax expense

--

11.

Net Profit for the period (9-10)

(730.900)

12.

Paid - up Equity Share Capital

(face value per share Rs 10/-)

9279

13.

Reserves excluding revaluation reserves

--

14.

Earnings Per Share of Rs. 10 each (not annualised)

 

15.

a) Basic- Rs

(7.88)

 

b) Diluted- Rs

(7.88)

PART II

 

A.

PARTICULARS OF SHAREHOLDING

 

1.

Public Shareholding

 

 

- Number of Shares

25402747

 

- Percentage of Shareholding

27.38%

2.

Promoter and Promoter Group Shareholding

 

 

a) Pledged/Encumbered

 

 

- Number of Shares

--

 

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

--

 

-Percentage of Shares (as a % of the total share capital of the Company)

--

 

b) Non-encumbered

 

 

- Number of Shares

67390782

 

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

100%

 

-Percentage of Shares (as a % of the total share capital of the Company)

72.62%

 

 

Particulars

During 3 months ended June 30, 2015

B.

INVESTOR COMPLAINTS

 

 

Pending at the beginning of the quarter

Nil

 

Received during the quarter

1

 

Disposed of during the quarter

1

 

Remaining unresolved at the end of the quarter

Nil

 

NOTES:


1. The Company is operating in a single Segment "Retail and hence no segment disclosures have been made.

 

2. The above unaudited financial results have been reviewed & recommended by the Audit Committee and have been approved and taken on record by the Board of Directors at its meeting held on August 10, 2015.

 

3. The figures for the quarter ended March 31, 2015 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2015 and the unaudited published year-to-date figures upto December 31, 2014 being the dates of the end of the third quarters of the financial years which were subjected to limited review.

 

4. Board of Directors of the Company ("Board") at its meeting held on May 3, 2015, has considered and approved a Composite Scheme of Arrangement between the Company, Aditya Birla Nuvo Limited ("ABNL"), Madura Garments Lifestyle Retail Company United ("MGLRCL") and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956 ("Composite Scheme"). Pursuant to the composite scheme, the branded apparels businesses of the Company, ABNL and MGLRCL, will be consolidated under the Company in order to capitalise on their large market presence In the branded fashion space in India.

 

The composite scheme inter-alia Involves –

 

i) the transfer by way of a demerger of the Madura Undertaking of ABNL to the Company, consequent to which Equity Shareholders of ABNL will get 26 new Equity Shares of the Company for every 5 Equity Shares held by them in ABNL;

 

ii) the transfer by way of a demerger of the MGL Retail Undertaking of MGLRCL to the Company, consequent to which Equity Shareholders of MGLRCL will get 7 new Equity Shares of the Company for every 500 Equity Shares held by them in MGLRCL and Preference shareholder of MGLRCL. will get 1 Equity Share of the Company.

 

iii) various other matters consequential of Integrally connected therewith, Including change of name and re-organisation of the share capital of the Company.

 

The Composite Scheme is subject to requisite regulatory and other approvals inter alia from the shareholders and creditors of the Company and sanction of the Scheme by the Hon'ble High Courts of Judicature at Bombay and Gujarat, which are under process. The appointed date of the Composite Scheme win be April 1, 2015.

 

5. The limited review as required under Clause -41 of the Equity Listing Agreement has been completed by the Statutory Auditors of the Company and the related report is being submitted to the concerned Stock Exchanges.

6. Previous periods / year’s figures have been regrouped or rearranged wherever necessary.

 

 

FIXED ASSETS:

 

Tangible Assets

 

·         Vehicles

·         Office Equipment

·         Computer

·         Leasehold Improvements

 

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 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. 64.82

UK Pound

1

  Rs. 100.12

Euro

1

Rs. 73.75

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRI

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

IND

 


 

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

--

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

8

--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

 

60

 

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.