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3decades

 

MIRA INFORM REPORT

 

 

Report No. :

505072

Report Date :

21.04.2018

 

 

 

 

IDENTIFICATION DETAILS

 

Name :

VARUN BEVERAGES LIMITED                    

 

 

Registered Office :

F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

Tel. No.:

91-11-41706720

 

 

Country :

India

 

 

Financials (as on) :

31.12.2017

 

 

Date of Incorporation :

16.06.1995

 

 

Com. Reg. No.:

55-069839

 

 

Capital Investment / Paid-up Capital :

INR 1826.146 Million

 

 

CIN No.:

[Company Identification No.]

L74899DL1995PLC069839

 

 

IEC No.:

[Import-Export Code No.]

0595023061

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

GSTN :

[Goods & Service Tax Registration No.]

Not Divulged

 

 

PAN No.:

[Permanent Account No.]

AAACV2678L

 

 

Legal Form :

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

 

 

Line of Business :

The Company is engaged in manufacturing, selling, bottling and distribution of beverages of PepsiCo's (Registered activity)

 

 

No. of Employees :

4896 (Approximately)

 

 

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23rd January 2017)

 

MIRA’s Rating :

A++

 

Credit Rating

Explanation

Rating Comments

A++

Minimum Risk

Business dealings permissible with minimum risk of default

 

Maximum Credit Limit :

USD 66000000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject was set up in 1995 to cater to PepsiCo's bottling requirement. It is a manufacturer and distributor of sweetened aerated water (soft drinks), non-sweetened aerated water (soda), packaged drinking water, and packaged juices.

Subject is the largest third-party bottler and distributor for Pepsi in India, with 16 manufacturing units. It is a well-established company having fine track record.


For the financial year ended December 2017, the company has achieved healthy operational revenue and has maintained fair profit margin at 6.74% (approx.).

Rating takes into consideration strong net worth base along with low debt level of the company.


Rating also takes into consideration company’s leadership position in Pepsi’s franchisee bottling operations along with increasing geographical diversity in the domestic and international markets marked by integrated manufacturing operations and a strong financial profile.


Rating strengths are partially offset by company’s susceptibility of its operations to regulatory changes.


Trade relations are reported as fair. Payment terms seems to be to be regular and as per commitment.


In view of aforesaid, 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

 

Country Name

Previous Rating

(30.09.2017)

Current Rating

(31.12.2017)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low Risk

 

A2

Moderately Low Risk

 

B1

Moderate Risk

 

B2

Moderately High Risk

 

C1

High Risk

 

C2

Very High Risk

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long Term Rating = AA-

Rating Explanation

High degree of safety and very low credit risk.

Date

15.03.2018

 

Rating Agency Name

CRISIL

Rating

Short Term Rating = A1+

Rating Explanation

Very strong degree of safety and carry lowest credit risk.

Date

15.03.2018

 

 

 

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 31-03-2018.

 

 

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

 

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 21.04.2018

 

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

 

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

 

 

INFORMATION DENIED

 

MANAGEMENT NON-COOPERATIVE: Tel. No.: 91-11-41706720

 

 

LOCATIONS

 

Registered Office :

F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020, India

Tel. No.:

91-11-41706720 / 41706725 

Fax No.:

91-11-41706722 / 26813665

E-Mail :

gautamseth@rkjagroup.com

mahavir.garg@rjcorp.in

corporategovernance@rjcorp.in

Website :

http://www.rkjagroup.com

 

 

Head Office / Corporate Office 1 :

RJ Corp House, Plot No.31, Institutional Area, Sector 44, Gurugram - 122002, Haryana, India

Tel. No.:

91-124-4643100-500

Fax No.:

91-124-4643303

E-Mail :

info@rjcorp.in

Website :

www.rjcorp.in

 

 

Corporate Office 2:

F-34, Sector – VI, Noida – 201301, Uttar Pradesh, India 

Tel. No.:

91-120-2422413 / 2422414 / 2530976 / 2531004 / 2550337

Fax No.:

91-120-2422870 / 2422745 / 2550338

 

 

Plants :

 

Manufacturing Facilities:

  • Plot No. 2, Surajpur Bypass, Greater Noida – 201306, Uttar Pradesh, India 

 

  • 2E, Udyog Kendra, Ecotech - III, Greater Noida, Uttar Pradesh, India 

 

  • Plot No. 477 to 479, Village Dautana, 107, Kilometer Distance Stone, Agra – Delhi Highway, N.H. No. II, Near Kosi Kalan, Disttrict Mathura – 282401, Uttar Pradesh, India 

 

  • Plot No. SP 290-292, RIICO Industrial Area, Phase - VII, Chopanki, Bhiwadi, District Alwar, Rajasthan, India

 

  • Plot No. Special 159, RIICO Industiral Area, PH - III, Boranada, Jodhpur – 342001, Rajasthan, India

  • Plot No. JL-47, Barhans, Farthabad,  24, Charaktala, Sonarpur, Kolkata – 700084, West Bengal, India

 

  • Village Tajpur, Tehsil Nuh, District Mewat, Haryana, India

 

  • Plot No. A-2, UPSIDC Industrial Area, Site - II, Bazpur Disttrict, Udham Singh Nagar, Uttrakhand- 262401, India

 

  • Drag No. 171-174, Rani (Patgaon), Guwahati - 781017, Assam, India

 

  • Drag No. 163-164, Rani (Patgaon), Guwahati - 781017, Assam, India

 

  • Village Ali Asgarpur, PO Ganjbar, GT Road, Panipat - 132103, Haryana, India

 

  • Plot No. A-2, UPSIDC Industrial Area, Jaipur, Disttrict Kanpur Dehat - 209311, Uttar Pradesh, India
  • A-36, Industrial Area Satharia, Jaunpur -222202, Uttar Pradesh, India

 

  • E-71 to E-76 and E-92 to E-96, Industrial Area Satharia, Jaunpur – 222202, Uttar Pradesh, India

 

  • A-36, Industriat Area Satharia, Jaunpur -222202

 

  • Plot No. 4A, Sanguem Industrial Estate Village, Xelpem-Cotarli, Taluka Sanguem, District South Goa, Goa

 

  • G.T. Road, Phillaur, District Jalandhar – 144418, Punjab, India

 

  • Ptot No 28, Sector New, Industriat Area, Mandideep, Raisen (Madhya Pradesh)

 

  • Vittage - Sukuda, Raigarh Road, Bhati, Bargarh, Orissa – 768030

 

  • ‘Ptot No. 2335, 4063, 6048, 3780, 4065, 6049, 5378 & 5377, Mauza Nimpur-71, At/Po: Jagatpur, PS: Jagatpur, Cuttack, Odisha – 754021

 

  • Adityapur Industriat Area, Tata Kandra Main Road, Adityapur, Distt. Singhbhum (West), Jharkhand

 

 

Backward Integration:

 

  • Khasra No. 282, Balmukandpura, Ajmer Road, Tehsil Sanganer, Jaipur, Rajasthan, India

 

  • Plot No. SP-646 and F-647-653, Approach Road No. 2 (Near Engineering College), Matsya Industrial Area Extension (North), RIICO Industrial Estate, Alwar – 301030, Rajasthan, India

 

 

DIRECTORS

 

As on 31.03.2017

 

Name :

Mr. Ravi Kant Jaipuria

Designation :

Director

Address :

Plot No. 7A, Aurangzeb Road, New Delhi – 110011, India

Date of Birth/Age :

28.11.1954

Qualification :

MBA

Date of Appointment :

16.06.1995

DIN No.:

00003668

 

 

Name :

Mr. Raj Pal Gandhi

Designation :

Whole-time director

Address :

C-15/10, DLF Phase - 1, Gurugram - 122002, Haryana, India

Date of Birth/Age :

07.06.1957

Qualification :

FCA

Experience :

34 Years

Date of Appointment :

01.11.2013

PAN No.:

AALPG8397D

DIN No.:

00003649

 

 

Name :

Mr. Varun Jaipuria

Designation :

Whole-time director

Address :

Plot No.7A, Aurangzeb Road, New Delhi – 110011, India

Date of Birth/Age :

10.11.1987

Qualification :

Graduate from Regents College, London

Experience :

6 Years

Date of Appointment :

01.11.2013

PAN No.:

AHAPJ9246N

DIN No.:

02465412

 

 

Name :

Mr. Kamlesh Kumar Jain

Designation :

Whole-time director

Address :

D 1404, Park View City-1, Sohna Road, Sector-48, Islampur (97), Gurugram – 122018, Haryana, India

Date of Birth/Age :

23.06.1962

Qualification :

CA

Date of Appointment :

01.11.2013

PAN No.:

AAHPJ2128D

DIN No.:

01822576

 

 

Name :

Mr. Kapil Agarwal

Designation :

Director

Address :

KK-85, Kavi Nagar, Ghaziabad – 201002, Uttar Pradesh, India

Date of Birth/Age :

08.06.1964

Qualification :

B.Com and PGDBM

Date of Appointment :

01.01.2013

DIN No.:

02079161

 

 

Name :

Ms. Rashmi Dhariwal

Designation :

Additional Director

Address :

Aashray Farms, Opposite N V Farms Sub. PO SP School, Bhatti Mines, Asola Village, New Delhi – 110030, India

Date of Appointment :

19.03.2018

DIN No.:

00337814

 

 

Name :

Mr. Pradeep Sardana

Designation :

Director

Address :

S-05B, Windsor Court DLF City, Phase-IV, Gurugram – 122002, Haryana, India

Date of Appointment :

28.03.2016

DIN No.:

00682961

 

 

Name :

Ms. Sita Khosla

Designation :

Additional Director

Address :

163D, The Pinnacle Golf Course Road, DLF-5, Gurugram – 122002, Haryana, India

Date of Appointment :

16.02.2018

DIN No.:

01001803

 

 

Name :

Mr. Naresh Kumar Trehan

Designation :

Director

Address :

B-4, Maharani Bagh, New Delhi-110065, India

Date of Appointment :

01.12.2015

DIN No.:

00012148

 

 

Name :

Mr. Ravi Gupta

Designation :

Additional Director

Address :

D-17 A, Kailash Colony, New Delhi – 110048, India

Date of Appointment :

19.03.2018

DIN No.:

00023487

 

 

KEY EXECUTIVES

 

Name :

Mr. Ravi Batra

Designation :

Secretary

Address :

B-306, Aditya Apartments Chander Nagar, Ghaziabad – 201011, Uttar Pradesh, India

Date of Birth/Age :

10.03.1967

Date of Appointment :

12.05.2017

PAN No.:

ADWPB5767E

 

 

Name :

Mr. Kamlesh Kumar Jain

Designation :

Chief Finance Officer

Address :

D 1404, Park View City-1, Sohna Road, Sector-48, Islampur (97), Gurugram – 122018, Haryana, India

Date of Appointment :

19.09.2014

PAN No.:

AAHPJ2128D

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on March 2018

 

Category of shareholder

No. of fully paid up equity shares held

Shareholding as a % of total no. of shares

Promoter & Promoter Group

134357495

73.57

 

Public

48257145

26.43

 

Grand Total

182614640

100.00

 

 

 

 

STATEMENT SHOWING SHAREHOLDING PATTERN OF THE PROMOTER AND PROMOTER GROUP

 

Category of shareholder

No. of fully paid up equity shares held

Shareholding as a % of total no. of shares

A1) Indian

0.00

 

Individuals/Hindu undivided Family

78535150

43.01

 

RAVI KANT JAIPURIA

39187870

21.46

 

VIVEK GUPA

168000

0.09

 

DHARA JAIPURIA

2015

0.00

 

DEVYANI JAIPURIA

1765

0.00

 

VARUN JAIPURIA

39175500

21.45

 

Any Other (specify)

55822345

30.57

 

RJ CORP LIMITED

55822345

30.57

 

Sub Total A1

134357495

73.57

 

A2) Foreign

0.00

 

A=A1+A2

134357495

73.57

 

 

 

 


STATEMENT SHOWING SHAREHOLDING PATTERN OF THE PUBLIC SHAREHOLDER

 

Category & Name of the Shareholders

No. of fully paid up equity shares held

Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)

B1) Institutions

0

0.00

 

Mutual Funds/

8960591

4.91

 

RELIANCE CAPITAL TRUSTEE CO LTD-A/C RELIANCE CAPITAL BUILDER FUND - 4 - SR B

6811685

3.73

 

SUNDARAM MUTUAL A/C SUNDARAM LONG TERM TAX ADVANTAGE FUND

2011657

1.10

 

Foreign Portfolio Investors

24479695

13.41

 

AMERICAN FUNDS INSURANCE SERIES GLOBAL SMALL CAPITALIZATION FUND

2504974

1.37

 

SMALLCAP WORLD FUND, INC

6884988

3.77

 

NORDEA 1 SICAV - ASAIN FOCUS EQUITY FUND

3328039

1.82

 

STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL

2981111

1.63

 

Financial Institutions/ Banks

5767

0.00

 

Sub Total B1

33446053

18.32

 

B2) Central Government/ State Government(s)/ President of India

0

0.00

 

B3) Non-Institutions

0

0.00

 

Individual share capital upto INR 0.200 Million

3687498

2.02

 

Individual share capital in excess of INR 0.200 Million

951822

0.52

 

NBFCs registered with RBI

24010

0.01

 

Any Other (specify)

10147762

5.56

 

 

 

BUSINESS DETAILS

 

Line of Business :

The Company is engaged in manufacturing, selling, bottling and distribution of beverages of PepsiCo's (Registered activity)

 

 

Products :

Item Code No.

Product Description

1104

Manufacturing of Beverages

 

 

Brand Names :

Not Divulged

 

 

Agencies Held :

Not Divulged

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

PRODUCTION STATUS NOT AVAILABLE

 

GENERAL INFORMATION

 

Suppliers :

Reference :

Not Divulged

Name of the Person :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

Customers :

 

Reference :

Not Divulged

Name of the Person :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

No. of Employees :

4896 (Approximately)

 

 

Bankers :

Bank Name

Axis Bank Limited

Branch

2nd Floor, Red Fort Capital, Parsvnath Towers, Gole Market, Bhai Veer Singh Marg, New Delhi – 110001, India

Person Name (With Designation)

--

Contact Number

--

Name of Account Holder

--

Account Number

--

Account Since (Date/Year of Account Opening)

--

Average Balance Maintained (If Possible)

--

Credit Facilities Enjoyed (If any)

--

Account Operation

--

Remarks (If any)

--

 

  • Kotak Mahindra Bank Limited, Kotak Aerocity, IBIS Commercial Block Asset Area 9, Hospitality District, Delhi Aerocity, New Delhi – 110037, India

 

  • HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

 

  • IndusInd Bank Limited, 2401 Gen Thimmayya Road, Contonment, Pune – 411001, Maharashtra, India

 

  • HDFC Bank Limited
  • Yes Bank Limited
  • Induslnd Bank Limited
  • Axis Bank Limited
  • The RBL Bank Limited
  • DBS Bank Limited
  • Standard Chartered Bank
  • Kotak Mahindra Bank Limited
  • IDBI Bank Limited
  • IDFC Bank Limited
  • ICICI Bank Limited

 

 

Facilities :

Secured Loan

31.12.2017

(INR in Million)

31.12.2016

(INR in Million)

Long-term Borrowings

 

 

Non-convertible debentures

2990.500

0.000

Term loans:

 

 

-Foreign currency loans from banks

0.000

339.770

-Indian rupee loans from banks

11886.570

6906.350

-Indian rupee loan from a financial institutions

336.620

426.950

Deferred payment liabilities

337.680

2965.590

 

 

 

Short-term borrowings

 

 

Loans repayable on demand Banks-working capital facilities

1925.880

1482.550

 

 

 

Total

17477.250

12121.210

 

NOTE:

 

LONG-TERM BORROWINGS

 

Loans and borrowing above are recognised at amortised cost/ fair value taking into account any discount or premium on acquisition and fee or costs that are part of effective interest rate, accordingly the outstanding balances above may not necessarily agree with repayment amounts.

 

a) Terms and conditions of issue and conversion/redemption of compulsorily convertible debentures (CCDs) are as under:

 

All the CCDs have been converted to equity share capital during the year ended 31 December 2016 and hence there are no CCDs outstanding as at 31 December 2016. The particulars as at 01 January 2016 are as under and were recorded at face value of ' 4,198.98 as per erstwhile Indian GAAP.

 

The Company was required to conduct a qualified initial public offer ('QIPO') not later than 48 months from the date of issue of first tranche. If a QIPO by the Company could not be completed prior to the QIPO deadline date on account of the market conditions or non-receipt of internal or external approvals that may be required for such initial public offering, the Company and the promoters (as defined in the subscription agreement) shall ensure that such QIPO occurs within six years from the first completion date. The CCDs shall be converted into such number of equity shares based on the lower-end of the price band at which the QIPO is proposed to enable the debenture holders to realise the agreed return of 18.5% from the equity shares resulting from such conversion. CCDs were compulsorily convertible into equity shares in an initial public offer (IPO). In the event the Company had not filed a Draft Red Herring Prospectus for QIPO with the Securities and Exchange Board of India on or before 31 May 2017, the debenture holders had various exit options including 14% per annum coupon and put option on promoters at an agreed return. The coupon in that case was payable as per the terms of underlying agreement.

 

b) Terms and conditions of issue and redemption of Non-convertible debentures (NCDs) are as under:

 

i) Issued to Kotak Mahindra Bank Limited and RBL Bank Limited

 

The Rated Secured Listed Redeemable Rupee Denominated NCDs (3000) are redeemable at par in 5 years and 4 months from the deemed date of allotment and carry a coupon rate of 7.70% per annum. The NCDs are redeemable 10%, 25%,30% and 35% at 30 June 2019, 2020, 2021 and 2022 respectively unless redeemed earlier. These NCDs are secured by way of first pari- passu charge on the moveable and immoveable fixed assets of the Company providing a security cover of 1.30 times.

 

The Audit Committee and Board of Directors of the Company noted the utilisation of the proceeds of NCDs for the year ended 31 december 2017, which was in line with utilisation schedule approved by the Board of Directors.

 

ii) Issued to RBL Bank Limited

 

During the year ended 31 December 2016, the Company had called-up the balance amount of ' 1,800 in single instalment, i.e. 90 percent of the face value of debenture, as per the terms of the underlying agreement. The NCDs were repaid during the previous year from the proceeds of IPO. There were no NCDs outstanding as at 31 December 2016 and details of NCDs as at 01 January 2016 are as under and were recorded at cost of ' 2,000 as per Indian GAAP

 

The Rated Secured Listed Redeemable Rupee Denominated NCD (2000) were redeemable at par in 5 years from the deemed date of allotment and carried a coupon rate of SBI base rate plus 60 basis points. The NCDs were redeemable 30%, 30% and 40% at the end of year third, fourth and fifth years respectively unless redeemed earlier. These NCDs were secured by way of first pari-passu charge on the specified fixed assets of the Company to the extent of 1.25 times of NCDs outstanding.

 

The Audit Committee and Board of Directors of the Company noted the utilisation of the proceeds of NCDs for the year ended 31 December 2016, which was in line with utilisation schedule approved by the Board of Directors.

 

iii) Issued to AION Investments II Singapore PTE Ltd During the year ended 31 December 2016, the Company had redeemed all the NCDs issued to AION Investments II Singapore PTE Ltd and there were no NCDs outstanding as at 31 December 2016. Details of NCDs as at 01 January 2016 are as under and were recorded at cost of ' 3000 as per Indian GAAP

 

NCDs were rated unsecured and carried a coupon rate of 14% for the first eighteen months and 17% thereafter. NCDs were redeemable by the Company on the tenth anniversary from the date of allotment ('Final Redemption Date'). The Company and its affiliates (as defined in the underlying agreement) had right to redeem the NCDs, prior to the final redemption date, under the circumstances and subject to the conditions stated in the underlying agreement.

 

c) Terms and conditions of issue and conversion of Compulsorily convertible preference shares (CCPS) are as under:

 

All the CCPS have been converted to equity share capital during the year ended 31 December 2016 and hence there are no CCPS outstanding as at 31 December 2016. The particulars as at 01 January 2016 are as under and were recorded at face value of ' 4,500 as per Indian GAAP. CCPS were compulsorily convertible into equity shares upon expiry of five years from allotment date at a price which was to be calculated at the valuation of the Company computed by an independent valuer or at a price not lower than breakup value (as defined in share subscription agreement), whichever was higher.

 

CCPS were to be mandatorily converted into equity shares prior to a) filing of the red herring prospectus or, b) a third party private equity investment or, c) the conversion of Compulsorily Convertible Debentures. The holders of preference shares had no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances.

 

Each CCPS was entitled to receive dividend at the rate of 10% in the fourth year and at the rate of 20% in the fifth year from the date of issue. There is no dividend for the first three years from the date of issue.

 

d) The Company has complied with all the loan covenants.

 

Short-term borrowings

 

Working capital facilities from banks are secured by first charge on entire current assets of the Company ranking pari passu amongst the banks and second charge on the movable and immovable assets of the Company pertaining to specific manufacturing units. The working capital facilities carry interest rates ranging between 8.50 to 9.70% (31 December 2016: 9.50 to 10.90% and 01 January 2016: 11 to 12%).

 

At 31 December 2017, the Company had available INR 1,559.12 (31 December 2016: INR 2,102.45 and 01 January 2016: INR 2,404.00) of undrawn committed borrowing facilities.

 

The Company has complied with all the loan covenants.

 

Auditors :

 

Name :

APAS and Company

Chartered Accountants

Address :

New Delhi, India

 

 

Name :

Walker Chandiok and Associates

Chartered Accountants

Address :

New Delhi, India

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Parent and ultimate parent:

  • RJ Corp Limited
  • Ravi Kant Jaipuria and Sons (HUF)

 

 

Subsidiaries/step down subsidiaries:

  • Varun Beverages Morocco SA
  • Varun Beverages (Nepal) Private Limited
  • Varun Beverages Lanka (Private) Limited
  • Varun Beverages (Zambia) Limited ((Subsidiary (with effect from 01 January 2016)
  • Varun Beverages Mozambique Limitada (Subsidiary (with effect from 01 January 2016 to 02 March 2017)
  • Varun Beverages (Zimbabwe) (Private) Limited (Subsidiary with effect from 01 January 2016)
  • Ole Spring Bottlers (Private) Limited (Step down subsidiary)

 

 

Fellow subsidiaries and entities controlled by parent*:

  • Parkview City Limited
  • Devyani International Limited
  • Devyani Food Industries Limited
  • Alisha Retail Private Limited
  • Varun Food and Beverages Zambia Limited
  • Arctic International Private Limited
  • Wellness Holdings Limited
  • SVS India Private Limited
  • Devyani Food Street Private Limited

 

 

Associate (or an associate of any member of the Company):

  • Lunarmech Technologies Private Limited
  • Angelica Technologies Private Limited

 

 

Entities in which a director or his/her relative is a member or director*:

  • Champa Devi Jaipuria Charitable Trust
  • Diagno Labs Private Limited
  • SMV Beverages Private Limited
  • SMV Agencies Private Limited
  • Alisha Torrent Closure Private Limited
  • Nector Beverages Private Limited
  • Steel City Beverages Private Limited
  • Pearl Drinks Private Limited
  • Jai Beverages Private Limited

 

 

Entities which are post-employment benefits plans:

  • VBL Employees Gratuity Trust

 

Note:

 

*With whom the Company had transactions during the current year and previous year.

 

 

CAPITAL STRUCTURE

 

As on 31.12.2017

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

500000000

Equity Shares

INR 10/- each

INR 5000.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

182586940

Equity Shares

INR 10/- each

INR 1825.870 Million

 

 

 

 

 

 

 

a) Reconciliation of share capital

 

Particulars

No. of shares

INR in Million

 

 

 

Equity shares

 

 

Balance as at January 1, 2017

182312525

1823.130

Add: Shares issued on conversion of compulsorily convertible debentures

274415

2.740

Balance as at 31 December 2017

182586940

1825.870

 

b) Terms/rights attached to shares

 

The Company has only one class of equity shares having a par value of INR 10 each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

c) List of shareholders holding more than 5% of the equity share capital of the Company at the beginning and at the end of the year:

 

Shareholders as at December 31, 2017

No. of shares

%

R J Corp Limited

55822345

30.57%

Ravi Kant Jaipuria and Sons (HUF)

39187870

21.46%

Mr. Varun Jaipuria

39175500

21.46%

 

 

d) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

 

During the year 2013, the Company issued 26,752,733 equity shares of INR 10 each for a consideration other than cash. The Company cancelled 7,999,500 equity shares of INR 10 each pursuant to the scheme of amalgamation of Varun Beverages (International) Limited with Varun Beverages Limited approved by Hon'ble High Court of Delhi on 12 March 2013. Also, 107,012,932 equity shares of INR 10 each have been issued in the ratio of 4:1 as bonus shares during the year 2013.

 

 

e) Shares reserved for issue under options Under Employee Stock Option Scheme, 2013:

 

Particulars

As on 31.12.2017

As on 31.12.2016

 

 

 

No. of equity shares of INR 10 each at an exercise price of INR 149.51 per share

 

 

Options outstanding at the beginning of the year

3,52700

26,75,400

Less: Options lapsed during the year

--

58,000

Less: Shares issued on exercise of employee stock options

2,74,415

22,64,700

 

78,285

3,52,700

 

f) Pursuant to Initial Public Offering (IPO), 15,000,000 equity shares of the Company of INR 10 at INR 445 per equity share

 

Date of allotment

No. of shares

Share capital

Security premium reserve

04 November 2016

1,50,00,000

150.000

6,525.00

 

The equity shares of the Company were listed on Bombay Stock Exchange and National Stock Exchange w.e.f. 08 November 2016.

 

 

g) Shares held by holding and ultimate holding company

 

Out of equity shares issued by the Company, shares held by its holding company/ ultimate holding company are as below:

 

Shareholders as at December 31, 2017

No. of shares

R J Corp Limited

558.200

55,822,345 (31 December 2016: 49,932,870, 01 January 2016: 45,387,415) fully paid equity shares of INR 10 each

 

Ravi Kant Jaipuria and Sons (HUF), Ultimate Parent

391.880

39,187,870 (31 December 2016: 39,187,870, 01 January 2016: 44,187,870) fully paid equity shares of  INR 10 each

950.100

 

 

h) Preference share capital

 

The Company also has authorised preference share capital of 50,000,000 (31 December 2016: 50,000,000, 01 January 2016: 50,000,000) preference shares of INR 100 each. The Company does not have any outstanding issued preference shares.


 

FINANCIAL DATA

[all figures are in INR Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

31.12.2017

31.12.2016

31.12.2015

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

1825.870

1823.130

5837.660

(b) Reserves & Surplus

21142.140

19544.240

2766.550

(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)

22968.010

21367.370

8604.210

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

16017.840

11231.270

15030.600

(b) Deferred tax liabilities (Net)

1551.510

1314.640

1481.820

(c) Other long term liabilities

45.980

12.240

6252.100

(d) long-term provisions

658.540

539.460

384.160

Total Non-current Liabilities (3)

18273.870

13097.610

23148.680

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

1925.880

1482.550

681.000

(b) Trade payables

838.320

1444.110

992.930

(c) Other current liabilities

8823.940

8476.710

7622.070

(d) Short-term provisions

155.450

128.040

366.340

Total Current Liabilities (4)

11743.590

11531.410

9662.340

 

 

 

 

TOTAL

52985.470

45996.390

41415.230

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

28404.800

26351.550

25389.830

(ii) Intangible Assets

4355.840

3563.770

3772.030

(iii) Capital work-in-progress

119.690

689.370

320.270

(iv) Intangible assets under development

0.000

0.000

0.000

(v) Goodwill

19.400

0.000

0.000

(vi) Investment in subsidiaries and associates

6271.890

5005.320

0.000

(b) Non-current Investments

0.040

0.010

3039.240

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d) Long-term Loan and Advances

6024.900

4307.670

3295.160

(e) Other Non-current assets

568.300

516.880

50.120

Total Non-Current Assets

45764.860

40434.570

35866.650

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.010

(b) Inventories

3156.700

3599.710

3507.850

(c) Trade receivables

946.900

471.440

500.520

(d) Cash and cash equivalents

312.700

149.390

195.840

(e) Short-term loans and advances

0.000

1341.280

1217.650

(f) Other current assets

2804.310

0.000

126.710

Total Current Assets

7220.610

5561.820

5548.580

 

 

 

 

TOTAL

52985.470

45996.390

41415.230

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.12.2017

31.12.2016

31.12.2015

 

SALES

 

 

 

 

Income

34905.580

35753.120

28640.09

 

Other Income

475.320

509.210

464.16

 

TOTAL

35380.900

36262.330

29104.250

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

14546.230

13023.620

12029.530

 

Purchases of Stock-in-Trade

158.910

803.470

3164.740

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(662.040)

(168.440)

(318.440)

 

Excise duty

4281.070

5957.100

0.000

 

Prior period items

0.000

0.000

9.790

 

Employees benefits expense

3191.260

2800.650

2457.470

 

Other expenses

6169.980

6322.730

5556.870

 

TOTAL

27685.410

28739.130

22899.960

 

 

 

 

 

 

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

7695.490

7523.200

6204.290

 

 

 

 

 

Less

FINANCIAL EXPENSES

1917.140

3886.540

1388.530

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

5778.350

3636.660

4815.760

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

2736.420

2494.560

2626.210

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

3041.930

1142.100

2189.550

 

 

 

 

 

Less

TAX

685.950

247.130

673.080

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX 

2355.980

894.970

1516.470

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

FOB value of exports (intermediate and finished goods)

NA

NA

162.940

 

Interest

NA

NA

71.830

 

Guarantee commission

NA

NA

29.190

 

TOTAL EARNINGS

NA

NA

263.960

 

 

 

 

 

 

IMPORTS

 

 

 

 

Components and Stores parts

NA

NA

1977.280

 

Capital Goods

NA

NA

236.940

 

TOTAL IMPORTS

NA

NA

2214.220

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

12.91

6.16

11.34

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.12.2017

31.12.2016

31.12.2015

Current Maturities of Long term debt

2883.230

1882.920

1828.880

Cash generated from operations

5500.940

8026.550

5468.300

Net cash flow from operating activity

5013.730

7516.550

5102.270

 

 

KEY RATIOS

 

EFFICIENCY RATIOS

 

PARTICULARS

 

31.12.2017

31.12.2016

31.12.2015

Average Collection Days

(Sundry Debtors / Income * 365 Days)

9.90

4.81

6.38

 

 

 

 

Account Receivables Turnover

(Income / Sundry Debtors)

36.86

75.84

57.22

 

 

 

 

Average Payment Days

(Sundry Creditors / Purchases * 365 Days)

20.81

38.12

23.85

 

 

 

 

Inventory Turnover

(Operating Income / Inventories)

2.44

2.09

1.77

 

 

 

 

Asset Turnover

(Operating Income / Net Fixed Assets)

0.23

0.25

0.21

 

 

LEVERAGE RATIOS

 

PARTICULARS

 

31.12.2017

31.12.2016

31.12.2015

Debt Ratio

((Borrowing + Current Liabilities) / Total Assets)

0.58

0.54

0.64

 

 

 

 

Debt Equity Ratio

(Total Liability / Networth)

0.91

0.68

2.04

 

 

 

 

Current Liabilities to Networth

(Current Liabilities / Net Worth)

0.51

0.54

1.12

 

 

 

 

Fixed Assets to Networth

(Net Fixed Assets / Networth)

1.43

1.43

3.43

 

 

 

 

Interest Coverage Ratio

(PBIT / Financial Charges)

4.01

1.94

4.47

 

 

PROFITABILITY RATIOS

 

PARTICULARS

 

 

31.12.2017

31.12.2016

31.12.2015

Net Profit Margin

((PAT / Sales) * 100)

%

6.75

2.50

5.29

 

 

 

 

 

Return on Total Assets

((PAT / Total Assets) * 100)

%

4.45

1.95

3.66

 

 

 

 

 

Return on Investment (ROI)

((PAT / Networth) * 100)

%

10.26

4.19

17.62

 

 

 

 

SOLVENCY RATIOS

 

PARTICULARS

 

31.12.2017

31.12.2016

31.12.2015

Current Ratio

(Current Assets / Current Liabilities)

0.61

0.48

0.57

 

 

 

 

Quick Ratio

((Current Assets – Inventories) / Current Liabilities)

0.35

0.17

0.21

 

 

 

 

G-Score Ratio Financial

(Networth / Total Assets)

0.43

0.46

0.21

 

 

 

 

G-Score Ratio Debt

(Debts / Equity Capital)

11.41

8.01

3.00

 

 

 

 

G-Score Ratio Liquidity

(Total Current Assets / Total Current Liabilities)

0.61

0.48

0.57

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

 

STOCK PRICES

 

Face Value

INR 10.00/-

Market Value

INR 643.00/-

 

 

FINANCIAL ANALYSIS

[all figures are INR Million]

 

DEBT EQUITY RATIO

 

Particular

31.12.2015

31.12.2016

31.12.2017

 

INR In Million

INR In Million

INR In Million

Share Capital

5837.660

1823.130

1825.870

Reserves & Surplus

2766.550

19544.240

21142.140

Share Application money pending allotment

0.000

0.000

0.000

Net worth

8604.210

21367.370

22968.010

 

 

 

 

Long Term borrowings

15030.600

11231.270

16017.840

Short Term borrowings

681.000

1482.550

1925.880

Current Maturities of Long term debt

1828.880

1882.920

2883.230

Total borrowings

17540.480

14596.740

20826.950

Debt/Equity ratio

2.039

0.683

0.907

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.12.2015

31.12.2016

31.12.2017

 

INR In Million

INR In Million

INR In Million

Sales

28640.090

35753.120

34905.580

 

 

24.836

(2.371)

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.12.2015

31.12.2016

31.12.2017

 

INR In Million

INR In Million

INR In Million

Sales

28640.090

35753.120

34905.580

Profit

1516.470

894.970

2355.980

 

5.29%

2.50%

6.75%

 

 


 

ABRIDGED BALANCE SHEET – (CONSOLIDATED)

 

SOURCES OF FUNDS

 

31.12.2017

31.12.2016

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

 

1825.870

1823.130

(b) Reserves & Surplus

 

15868.410

15112.820

(c) Non-controlling interest

 

(14.320)

(129.060)

 

 

 

 

(2) Share Application money pending allotment

 

0.000

0.000

Total Shareholders’ Funds (1) + (2)

 

17679.960

16806.890

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

 

16869.950

12183.610

(b) Deferred tax liabilities (Net)

 

1501.510

1286.390

(c) Other long term liabilities

 

119.810

154.470

(d) long-term provisions

 

732.640

605.880

Total Non-current Liabilities (3)

 

19223.910

14230.350

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

 

3533.650

4111.290

(b) Trade payables

 

1909.460

2745.900

(c) Other current liabilities

 

10321.600

10282.940

(d) Short-term provisions

 

167.500

135.200

Total Current Liabilities (4)

 

15932.210

17275.330

 

 

 

 

TOTAL

 

52836.080

48312.570

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

35411.660

33558.490

(ii) Intangible Assets

 

4374.150

3596.460

(iii) Capital work-in-progress

 

1454.380

955.780

(iv) Intangible assets under development

 

0.000

0.000

(v) Goodwill

 

19.400

0.000

(b) Non-current Investments

 

0.040

0.010

(c) Deferred tax assets (net)

 

80.040

68.350

(d)  Long-term Loan and Advances

 

192.190

163.190

(e) Other Non-current assets

 

1617.040

1444.650

Total Non-Current Assets

 

43148.900

39786.930

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

0.000

(b) Inventories

 

4388.940

4899.260

(c) Trade receivables

 

1502.450

1313.450

(d) Cash and cash equivalents

 

944.600

657.020

(e) Short-term loans and advances

 

0.000

0.000

(f) Other current assets

 

2851.190

1655.910

Total Current Assets

 

9687.180

8525.640

 

 

 

 

TOTAL

 

52836.080

48312.570

 

 

PROFIT & LOSS ACCOUNT– (CONSOLIDATED)

 

 

PARTICULARS

 

31.12.2017

31.12.2016

 

SALES

 

 

 

 

Income

 

45162.360

45314.610

 

Other Income

 

126.530

357.330

 

TOTAL

 

45288.890

45671.940

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

 

18555.090

16768.990

 

Purchases of Stock-in-Trade

 

277.690

928.390

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

 

(732.220)

(318.550)

 

Excise duty

 

5128.370

6702.780

 

Employees benefits expense

 

4628.440

4210.300

 

Share of profit in associate

 

(13.500)

(23.780)

 

Other expenses

 

8947.320

9063.030

 

TOTAL

 

36791.190

37331.160

 

 

 

 

 

 

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

 

8497.700

8340.780

 

 

 

 

 

Less

FINANCIAL EXPENSES

 

2121.750

4325.350

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

 

6375.950

4015.430

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

 

3466.410

3222.080

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

 

2909.540

793.350

 

 

 

 

 

Less

TAX

 

768.950

312.960

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX 

 

2140.590

480.390

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

 

11.52

2.92

 

 

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

Yes

8

Designation of contact person

Yes

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

Yes

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

32

Litigations that the firm/promoter involved in

--

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

CORPORATE INFORMATION

 

Subject (the 'Company') is a public limited Company domiciled in India with its equity shares listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India (NSE). The Company was incorporated on 16 June 1995 under the provision of the Companies Act, 1956. The Company is engaged in manufacturing, selling, bottling and distribution of beverages of PepsiCo's brand in geographically predefined territories as per franchisee agreement with PepsiCo India Holdings Private Limited ("PepsiCo India").

 

MANAGEMENT DISCUSSION & ANALYSIS

 

ECONOMIC OVERVIEW & OUTLOOK

 

Global economy

 

Global economic activity, which has been on an upswing since mid-2016, continues to firm up in 2017. Global output is estimated to have grown by 3.7% in 2017 led by broad- based growth, with positive surprises in Europe and Asia. It is further encouraging that global growth forecasts for 2018 and 2019 have been revised upward by 0.2 percentage points to 3.9%, reflective of the increased global growth momentum.

 

Indian economy

 

2017 was an interesting year for the Indian economy. Firstly, the path-breaking Goods and Services Tax (GST) became a reality. Leaving aside the initial short-term disruptions associated with any major structural reform, the benefits of GST over the medium term are indisputable.

 

The year also witnessed significant steps being undertaken towards resolution of problems associated with nonperforming assets of the banks under the Bankruptcy Code, the implementation of a bank recapitalization package for public sector banks, further liberalization of the foreign direct investment regime, etc. Further strengthening the momentum of reforms was the Union Budget 2018, which focused on uplifting the rural economy, strengthening of the agriculture sector, healthcare for the economically less privileged, infrastructure creation and improvement in the quality of education of the country.

 

The Indian economy is now a US$2.5 trillion economy, the seventh largest in the world and is estimated to grow at 6.6% in 2017-18, as per second advanced estimates released by CSO. Given the positive developments and the series of major reforms undertaken over the past year, the IMF estimates the Indian economy to regain its fastest growing economy tag by growing 7.4% in 2018 and 7.8% in 2019. The key engines supporting the upturn are largely domestic and policy-driven, though a synchronous upturn in global growth will, undoubtedly, provide some tailwind.

 

SOFT DRINKS MARKET OVERVIEW & OUTLOOK

 

The information in this section includes data published by Euromonitor International Limited.

 

World soft drinks market

The Global soft drink market comprises carbonates, packaged juices, bottled water, sports/energy drinks, ready-to-drink tea and coffee.

 

The per capita global soft drink consumption increased from 353 bottles in 2011 to 391 bottles in 2016 and is further expected to reach 434 bottles by 2021. In terms of per capita consumption of soft drinks, Asian and African economies (VBL's key markets) are well behind mature markets like US and Germany. The forecasted per capita volume consumption CAGR for the period of 2016-21 in India (15.1%), Sri Lanka (13.1%), Morocco (12.6%), Nepal (20.0%), Zambia (7.0%), and Zimbabwe (6.1%) where the Company's recently established presence surpasses the projections of several other global markets.

 

Soft drinks market in india

 

The Indian soft drinks market is estimated to be a INR 355 billion opportunity and is expected to continue its robust growth trajectory with a projected volume CAGR of 1 5.9% over the next five years, led by broad-based growth across the various categories, especially juices and bottled water.

 

 

Key Growth drivers

 

Low per capita consumption: At 44 bottles per capita consumption in 2016, the soft drinks market in India is relatively under-penetrated compared to matured markets like U.S. (1,496 bottles), Mexico (1,489 bottles) and Germany (1,221 bottles) and even the developing markets like Brazil (537 bottles). India's per capita soft drinks consumption is expected to almost double and reach 84 bottles by 2021.

 

Growing middle-class: India's economic liberalization in 1991 opened the floodgates for the arrival of a robust middle-class. Strong aspirations of the Indian middle-class will lead to an increase in the demand for premium products including beverages.

 

Electrification in India: The Union government's ambitious plan to complete rural electrification of 18,458 villages by May 1, 2018 is set to be achieved before target.

 

Rising affordability: Aggregate consumer expenditure is likely to increase from ' 45 trillion in 2010 to nearly ' 150 trillion by 2020 - a more than threefold increase in 10 years. This will be accompanied by an increase in affluent and aspiring households from 48 million to more than 100 million in the same time period. The growing aspirations combined with rising affordability are expected to contribute towards a growing market for beverages in India.

 

Increasing urbanization and innovation: Rising urbanization in India has accelerated the demand for beverages. Higher spending on packaged products and continuous innovations catering to specific requirements, especially in rural India, in terms of pack sizes and glass bottles to enhance product affordability will strengthen growth rates. VBL's core markets in India are expected to continue their growth momentum with increased penetration in rural and semi-urban markets and rising brand awareness.

 

Location: Majority of Indian population lives in hot and dry climatic regions or temperate regions being potential consumers for Varun Beverages.

 

Shift from unorganized to organized: With increased compliance post the roll-out of the Goods and Services Tax (GST), a shift of business is expected from the unorganized to organized players, which would translate into increased market share for organized players like Varun Beverages.

 

 

BUSINESS OVERVIEW - A KEY PLAYER IN THE BEVERAGE INDUSTRY

 

VBL Presence

 

Varun Beverages Limited (VBL) is a key beverage player with presence across 6 countries, 3 in the Indian Subcontinent (India, Sri Lanka, Nepal) contributing ~90% to revenues, while 3 in Africa (Morocco, Zambia and Zimbabwe) contributing ~10%.

 

Symbiotic Relationship with PepsiCo

 

The Company enjoys a strong, symbiotic and long-standing relationship with PepsiCo spanning over two decades, since their entry into India. It accounts for ~51% of PepsiCo's sales volumes in India. The Company tactfully combines PepsiCo's insights, resources and experience with its own bottling, distribution and sales to ensure a win-win situation.

 

VBL manufactures, sells and distributes products under trademarks and brands owned by PepsiCo which includes carbonated soft drinks, carbonated juices, juice-based drinks, energy drinks and packaged bottled water, through its extensive manufacturing facilities and well-entrenched distribution network. The Company has been granted franchise rights for various PepsiCo products across 21 States and two Union Territories in India, as well as for the territories of Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe.

 

Business Model

 

VBL's unique business model, end-to-end execution capabilities and presence across the entire value chain (from investments in manufacturing facilities, distribution and warehousing, customer management and in-market execution, to managing cash flows and future growth) makes it an undisputed leader in the industry. Other than the concentrate, consumer marketing and brands provided by PepsiCo, VBL charters its own success through having complete control over the manufacturing and supply chain process, driving market share gains, enhancing operational excellence for cost efficiencies and judicious capital allocation strategies.

 

The soft drinks distribution entails relatively complex logistics because of the nature of the packaging, and refrigeration requirements. The Company procures raw material (concentrate from PepsiCo and sugar/other raw materials from approved suppliers), manages manufacturing, bottling and packaging at its production facilities, transports finished goods to the warehouses in trucks and delivers them to the retail outlets through its extensive distribution reach, and also in some cases directly. The products are stored by the retailer in visi-coolers provided and owned by VBL.

 

The Company has invested significantly in creating a solid infrastructure and it has 20 state-of-the-art manufacturing facilities in India and 5 internationally. It has also made investments in setting-up backward integration facilities for  production of preforms, crowns, corrugated boxes and pads, plastic crates and shrink-wrap films to ensure operational efficiencies and quality standards. The Company's production facilities are strategically located near target markets, facilitating logistics costs optimization. Further, it constantly looks for avenues to optimize these costs.

 

VBL has a robust supply chain with 72 depots, 2,100+ owned vehicles and 1,000+ primary distributors. The Company, with its dedicated and experienced sales staff focuses on driving growth and expanding market share across categories through consumer push management within its designated sales regions in licensed territories. It undertakes local level promotion, in-store activations, customer relation management, merchandizing, individual account management and evaluation of high demand region for strategic placement of vending machines and visi-coolers. Presently, it has installed ~474,500 visi-coolers across various markets.

 

VBL has also significantly invested in technology to maximize its distribution efficacy, and automate field work processes through GPRS-enabled handheld device system called SAMNA (Sales Automation Management for the New Age) for real-time sales information.

 

The Company has presence in 21 States and two Union Territories in India. It leverages its strong execution track record for expanding operations through acquisition of several new sub-territories from PepsiCo, contiguous to existing operations, offering economies of scale advantage. As far as international expansion is concerned, the Company has a growing presence in emerging markets beyond India, characterized by low per capita consumption and expected to deliver volume growth significantly above the world average. The Company plans to further explore opportunities into new geographical markets where it could leverage its operational experience or the market offers significant volume growth.

 

 

UNSECUREDLOAN

 

Unsecured Loan

31.12.2017

(INR in Million)

31.12.2016

(INR in Million)

Long-term Borrowings

 

 

Compulsorily convertible debentures

0.000

0.000

Non-convertible debentures

0.000

0.000

Deferred value added tax

466.470

592.610

 

 

 

Total

466.470

592.610

 

 

INDEX OF CHARGES:

 

SNo

SRN

Charge Id

Charge Holder Name

Date of Creation

Date of Modification

Date of Satisfaction

Amount

Address

1

G82728510

100166198

AXIS BANK LTD.

27/03/2018

-

-

1200000000.0

2ND FLOOR, RED FORT CAPITAL, PARSVNATH TOWERS,GOLE MARKET, BHAI VEER SINGH MARG,NEW DELHIDL110001IN

2

G69785426

100139412

AXIS BANK LTD.

07/12/2017

-

-

1500000000.0

2ND FLOOR, RED FORT CAPITAL, PARSVNATH TOWERS,GOLE MARKET, BHAI VEER SINGH MARG,NEW DELHIDL110001IN

3

G61673851

100133244

KOTAK MAHINDRA BANK LIMITED

10/10/2017

-

-

1000000000.0

Kotak Aerocity, IBIS Commercial BlockAsset Area 9, Hospitality Dist, Delhi AerocityNew DelhiDL110037IN

4

G53451779

100126501

HDFC BANK LIMITED

01/07/2017

-

-

1690000.0

HDFC BANK HOUSE, SENAPATI BAPAT MARGLOWER PAREL WMUMBAIMH400013IN

5

G52464138

100096356

AXIS TRUSTEE SERVICES LIMITED

12/04/2017

18/08/2017

-

3000000000.0

AXIS HOUSE, BOMBAY DYEING MILLSCOMPOUND, PANDHURANG BUDHKAR MARG, WORLIMUMBAIMa400025IN

6

G38882361

100084754

THE FEDERAL BANK LTD

27/02/2017

-

-

1000000000.0

FEDERAL TOWERSP B NO 103ALWAYEERANAKULAMKe683101IN

7

G42026369

100094285

HDFC BANK LIMITED

21/02/2017

-

-

8778824.0

HDFC BANK HOUSE, SENAPATI BAPAT MARGLOWER PAREL WMUMBAIMH400013IN

8

G37186830

100080392

HDFC BANK LIMITED

12/12/2016

-

-

1360000000.0

HDFC Bank House, Senapati Bapat MargLower Parel (West)MumbaiMH400013IN

9

G36741304

100079344

HDFC BANK LIMITED

03/12/2016

-

-

2000000000.0

HDFC Bank House, Senapati Bapat Marg,Lower Parel (West),MumbaiMH400013IN

10

G35009653

100075658

HDFC BANK LIMITED

29/11/2016

-

-

5538260.0

HDFC Bank House, Senapati Bapat Marg,Lower Parel (West)MumbaiMH400013IN

 

 

CONTINGENT LIABILITIES:

 

(INR in million)

PARTICULARS

31.12.2017

31.12.2016

a. Guarantees issued on behalf of subsidiary and other companies#

959.440

1226.050

b. Claims against the Company not acknowledged as debts (being contested):-

 

 

i. For excise and service tax

120.540

91.010

ii. For sales tax / entry tax

26.890

614.610

iii. For income tax

3.130

3.130

iv Others*

229.030

230.740

 

Note:

#includes guarantees for loans given on behalf of subsidiaries for business purposes. *excludes pending matters where amount of liability is not ascertainable.

 

 

FIXED ASSETS

 

FIXED ASSETS:

 

Tangible Assets:

 

  • Leasehold Land
  • Freehold Land
  • Buildings
  • Plant and equipment
  • Furniture and fixtures
  • Vehicles
  • Office equipment
  • Computer equipment
  • Containers
  • Refrigerator
  • Post-mix Vending Machines

 

Intangible Assets:

 

  • Computer software
  • Licenses and franchise
  • Franchise

 

 

 

PRESS RELEASE

 

VARUN BEVERAGES TO SET UP GREENFIELD PRODUCTION FACILITY IN PUNJAB

 

Apr 05, 2018

 

PepsiCo India's bottling partner Varun Beverages today announced setting-up of a greenfield production facility for select beverages in Punjab.


In a BSE filing, the company said its plans to set-up a greenfield production facility (subject to receipt of necessary approvals) to create in-house production capacity for Tropicana fruit juices, Quaker Oats milk-based Beverages and Gatorade.

 

VarunNSE -1.63 % Beverages said this facility will be the first fully backward integrated facility in India to manufacture the complete range of above products including carbonated soft drinks (CSD) at a single location.

"Juice market in India is expected to show strong double-digit growth. The setting-up of this production facility is in-line with our endeavour to strengthen our presence in fast growing categories," Varun Beverages Chairman Ravi Jaipuria said.


"The addition of these product categories to our portfolio will result in better asset usage as the seasonality in these categories is relatively lower and will augment our return ratios and profitability metrics going forward," he added.

Foundation stone for this new production facility is being laid by Punjab Chief Minister Captain Amarinder Singh at Pathankot today.

 

 

VARUN BEV GETS PEPSICO'S FRANCHISED SUB-TERRITORY IN J'KHAND

 

23 March 2018

 

Varun Beverages today said it has acquired PepsiCo India's previously franchised sub-territory in Jharkhand along with a manufacturing facility.

 

"The company has concluded the acquisition of PepsiCo India's previously franchised sub-territory in Jharkhand along with one manufacturing unit at Jamshedpur," it said in a BSE filing.

 

PepsiCo India's bottling partner Varun Beverages is now a franchisee for PepsiCo products across 21 states and 2 Union Territories.

 

Shares of Varun Beverages were trading 0.68 per cent lower at Rs 605 apiece on BSE.

 

 


 

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

INR

US Dollar

1

INR 65.68

UK Pound

1

INR 93.98

Euro

1

INR 81.30

 

 

INFORMATION DETAILS

 

Information Gathered by :

GYT

 

 

Analysis Done by :

DIV

 

 

Report Prepared by :

SUJ


 

SCORE FACTORS

 

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

YES

--OTHER MERIT FACTORS

YES/NO

YES

 

RATING EXPLANATIONS

 

Credit Rating

Explanation

Rating Comments

A++

Minimum Risk

Business dealings permissible with minimum risk of default

A+

Low Risk

Business dealings permissible with low risk of default

A

Acceptable Risk

Business dealings permissible with moderate risk of default

B

Medium Risk

Business dealings permissible on a regular monitoring basis

C

Medium High Risk

Business dealings permissible preferably on secured basis

D

High Risk

Business dealing not recommended or on secured terms only

NB

New Business

No recommendation can be done due to business in infancy stage

NT

No Trace

No recommendation can be done as the business is not traceable

 

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

 

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 are as follows:

 

·         Financial condition covering various ratios

·         Company background and operations size

·         Promoters / Management background

·         Payment record

·         Litigation against the subject

·         Industry scenario / competitor analysis

·         Supplier / Customer / Banker review (wherever available)

 

 

 

 

 

 

 

 

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.