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-2.85 (-1.86%)
-2.85 (-1.86%) | Notes to Accounts | Year End : Dec '12 |
(i) Terms/Rights Attached to Equity Shares
The company has equity shares having a par value of Rs. 2/- per share
at the Balance Sheet Date. Equity Shares have been further classified
in to Equity Shares carrying normal voting and dividend rights
(Ordinary Shares) and Equity Shares carrying differential voting and
dividend rights {Class B (Series-1) Shares}.
Each holder of Ordinary Shares, is entitled to one vote per member in
case of voting by show of hands and one vote per Ordinary Shares held
in case of voting by poll/ballot. Each holder of Equity Share is also
entitled to normal dividend (including interim dividend, if any) as may
declared by the company.
Each holder of Class B (Series -1) Shares, is entitled to one vote per
member in case of voting by show of hands and three vote per four Class
B (Series-1) shares held in case of voting by poll/ballot. Each holder
of Class B (Series -1) Share is also entitled to 2% additional dividend
in addition to normal dividend (including interim dividend, if any) as
may declared by the company. Further, the Company may declare dividend
only for Class B (Series-1) Share upto 2% without declaring any
dividend for Equity Shares.
All other rights would be same for both classes of Equity Shares.
The company declares and pays dividends in Indian Rupees. The dividend
proposed by the Board of Directors is subject to approval of the
shareholders in the Annual General Meeting.
In the event of liquidation of company, the holders of equity shares
will be entitled to receive remaining assets of the company, after
distribution of all preferential amounts. The distributions will be in
proportion to the number of equity shares held by shareholder.
(iii) Term of Conversion/Redemption of Preference Shares
63,47,635 0.01% Compulsorily Convertible Preference Shares (CCPS) of
face value of Rs. 100/-each fully paid up aggregating to Rs. 63.48
Crores were issued under the scheme of arrangement during the year
ended June 30, 2010. These shares have been converted into equity
shares of Rs. 2/- each at a premium of Rs. 98/- per share on July 31,
2011.
(iv) The Company does not have any Holding Company.
(vi) Pursuant to the provisions of Section 206A of the Companies Act,
1956, the issue of 11,400 equity shares is kept in abeyance
(vii) Shares allotted as fully paid up without payment received in cash
(during 5 years preceding December 31, 2012)
a. Allotted 1,59,29,152 Equity Shares of Class B (Series - 1) as fully
paid-up bonus shares by utilisation of Securities Premium reserve.
b. Allotted 59,28,818 Equity Shares of Rs. 2/- each and 63,47,635,
0.01% CCPS of Rs. 100/- each as fully paid up pursuant to Scheme of
Arrangement.
The estimate of rate of escalation in salary considered in actuarial
valuation takes into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.
(1) In the absence of detailed information regarding Plan Assets which
is funded with Future Generally Life Insurance Company, Birla Sun Life
Insurance Company Limited and India First Life Insurance Company
Limited, the composition of each major category of plan assets, the
percentage or amount for each category to the fair value of plan assets
has not been disclosed.
(2) The contribution expected to be made by the Company during the
financial year 2013-14 is Rs. 2.68 Crores (2011-12: Rs. 2.43 Crores)
1. LEASES
The Company has entered into operating lease arrangements for fixed
assets and premises. The future minimum lease rental obligation under
non-cancellable operating leases in respect of these assets is Rs.
1025.22 Crores (2011:Rs. 1089.21 Crores).The Lease Rent payable not
later than one year is Rs. 439.26 Crores (2011:Rs. 382.64 Crores),
payable later than one year but not later than five year is Rs. 528.88
Crores (2011: Rs. 617.59 Crores) and payable later than five years is
Rs. 57.08 Crores (2011: Rs. 88.98 Crores)
2. RELATED PARTY DISCLOSURES
Disclosure as required by Accounting Standard 18 Related Party
Disclosures are given below:
A. List of related parties
1. Subsidiary Companies:
i. Futurebazaar India Limited.
ii. Future Knowledge Services Limited
iii. Future Media (India) Limited
iv. Future Agrovet Limited
v. Future Supply Chain Solutions Limited.
vi. FSC Brand Distribution Services Limited
vii. Future Value Retail Limited
viii. Future Learning and Development Limited
ix. Home Solutions Retail (India) Limited
x. Future Freshfoods Limited
xi. Winner Sports Limited
xii. Future E-Commerce Infrastructure Limited
xiii. Future Lifestyle Fashions Limited (Formerly known as Future
Value Fashion Retail Limited) (w.e.f. May 31, 2012)
xiv. Splendor Fitness Private Limited (till June 29, 2012)
xv. Capital First Limited (Formerly known as Future Capital Holdings
Limited (till September 27, 2012))
xvi. Future Capital Financial Services Limited (till September 27,
2012)
xvii. Future Finance Limited (till September 27, 2012)
xviii. Kshitij Investment Advisory Company Limited (till September 27,
2012)
xix. Myra Mall Management Company Limited (till July 09, 2012)
xx. FCH Securities & Advisors Limited (till June 02, 2012)
xxi. Future Capital Commodities Limited (till September 27, 2012)
xxii. Kshitij Property Solutions Private Limited (till November 30,
2011)
xxiii. Future Hospitality Management Limited (till November 30, 2011)
xxiv. Future Capital Investment Advisors Limited (till June 02, 2012)
xxv. Future Capital Home Finance Private Limited (till September 27,
2012)
xxvi. Anchor Investment & Trading Private Limited (till September 27,
2012)
xxvii. Nuzone Ecommerce Infrastructure Limited
xxviii. Future Home Retail Limited (Formerly known as Nuzone
Electronics Limited)
xxix. Future Capital Securities Limited (till September 27, 2012)
2. Associates
i. Galaxy Entertainment Corporation Limited
3. Joint Ventures
i. Apollo Design Apparel Parks Limited
ii. Future Generali India Insurance Company Limited
iii. Future Generali India Life Insurance Company Limited
iv. Goldmohur Design and Apparel Park Limited
v. Integrated Food Park Private Limited
vi. Sprint Advisory Services Private Limited
vii. Shendra Advisory Services Private Limited.
viii. Staples Future Office Products Private Limited
4. Enterprises over which Key Management Personnel are able to
exercises significant influence
i. Asian Retail Lighting Limited
ii. ESES Commercial Private Limited
iii. Fashion Global Retail Limited
iv. Future Corporate Resources Limited
v. Future Human Development Limited
vi. Future Ideas Company Limited
vii. Future Outdoor Media Solutions Limited
viii. Future Ventures India Limited
ix. S.J Retail Private Limited
x. Bansi Mall Management Company Private Limited
5. Key Management Personnel
i. Mr. Kishore Biyani
ii. Mr. Rakesh Biyani
iii. Mr. Vijay Biyani
iv. Mr. Kailash Bhatia (till February 09, 2012)
6. Relatives of Key Management Personnel
i. Mr. Gopikishan Biyani
ii. Ms. Ashni Biyani
iii. Ms. Godavari devi Biyani
iv. Ms. Sampat Biyani
v. Ms. Sangita Biyani
vi. Ms. Santosh Biyani
C. DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES
i. Sale of Goods and Services includes Future Value Retail Limited
Rs.36.48 Crores (2011: Rs. 107.25Crores), Future Media (India) Limited
Rs. 14.89 Crores (2011: Rs. 16.94 Crores), Future E-Commerce
Infrastructure Limited Rs. 12.46 Crores (2011: Rs. 0.15 Crores), Future
Supply Chain Solutions Limited Rs. 7.56 Crores (2011: Rs. 15.41
Crores), S.J Retail Private Limited Rs. 9.86 Crores (2011: Rs. Nil),
Galaxy Entertainment Corporation Limited Rs. 1.33 Crores (2011: Rs.
0.54 Crores) Future Generali India Insurance Company Limited Rs. 0.49
Crores (2011: Rs. 0.48 Crores) Future Generali India Life Insurance
Company Limited Rs. 1.45 Crores (2011: Rs. 1.56 Crores) Staples Future
Office Products Private Limited Rs. 0.70 Crores (2011: Rs. 0.97
Crores), Future Ventures India Limited Rs. 17.95 Crores (2011: Rs.
Nil).
ii. Purchases and other Services includes Future Supply Chain
Solutions Limited Rs. 181.57 Crores (2011: Rs. 93.11 Crores), Staples
Future Office Products Private Limited Rs. 139.07 Crores (2011: Rs.
80.97Crores),Future Value Retail Limited Rs. 39.99 Crores (2011: Rs.
135.00 Crores), Apollo Design Apparel Parks Limited Rs. 33.12 Crores
(2011:Rs. 111.13 Crores), Goldmohur Design and Apparel Park Limited Rs.
30.52 Crores (2011:Rs. 13.99 Crores) Future Corporate Resources Limited
Rs. 70.65 (2011: Rs. 61.62 Crores), Fashion Global Retail Limited Rs.
43.60 Crores (2011: Rs. 19.47 Crores)
iii. Sale of Fixed Assets includes Future Value Retail Limited Rs.
11.47 Crores (2011: Rs. 2.29 Crores), Future Supply Chain Solutions
Limited Rs. 9.22 Crores (2011:Rs. Nil), Future Corporate Resources
Limited Rs. 0.01 Crores (2011: Rs. Nil), S.J Retail Private Limited Rs.
0.08 Crores (2011: Rs. Nil)
iv. Purchase of Fixed Assets includes Future Value Retail Limited Rs.
45.95 Crores (2011: Rs. 3.06 Crores), Future Supply Chain Solutions
Limited Rs. 8.42 Crores (2011: Rs. Nil), Future Human Development
Limited Rs. 5.80 Crores (2011: Rs. 2.50 Crores), Asian Retail Lighting
Limited Rs. 15.86 Crores (2011: Rs. 15.84 Crores)
v. Managerial Remuneration includes Mr. Kishore Biyani Rs. 5.73 Crores
(2011: Rs. 3.82 Crores),Mr. Rakesh Biyani Rs. 5.31 Crores (2011: Rs.
3.47 Crores), Mr. Vijay Biyani Rs. 3.14 Crores (2011: Rs. 2.09 Crores),
Mr.Kailash Bhatia Rs. 1.82 Crores (2011: Rs. 3.03 Crores)
vi. Sale of Investments includes Future Value Retail Limited Rs.
323.36 Crores (2011:Rs. Nil)
vii. Fresh Investments made includes Future Media India Limited Rs.
25.37 Crores (2011: Rs. Nil), Sprint Advisory Services Private Limited
Rs. 12.25 Crores (2011:Rs. 42.91 Crores), Shendra Advisory Services
Private Limited Rs. 10.59 Crores (2011:Rs. 20.36 Crores) Future
Generali India Insurance Company Limited Rs. 21.67 Crores (2011:Rs.
42.08 Crores), Future Generali India Life Insurance Company Limited Rs.
43.61 Crores (2011:Rs. 89.25 Crores)
viii. Dividend Received includes Future Capital Holding Limited Rs.
6.68 Crores (2011: Rs. 3.48 Crores), Apollo Design Apparel Parks
Limited. Rs. 1.76 Crores (2011: Rs. 0.88 Crores), Goldmohur Design and
Apparel Park Limited Rs. 1.83 Crores (2011: Rs. 0.91 Crores)
ix. Deposit given includes Bansi Mall Management Company Private
Limited Rs. 13.80 Crores (2011: Rs. Nil),Future Corporate Resources
Limited Rs. 115.00 Crores (2011: Rs. 4.76 Crores)
x. Share Application Money paid includes Sprint Advisory Services
Private Limited Rs. 8.69 Crores (2011: Rs. Nil), Future Generali India
Insurance Company Ltd Rs. 5.10 Crores (2011:Rs. Nil), Shendra Advisory
Services Pvt Ltd Rs.4.90 Crores (2011: Rs. Nil)
xi. Advance Given includes Galaxy Entertainment Corporation Limited
Rs. 3.83 Crores (2011:Rs. Nil), Future Corporate Resources Limited Rs.
163.81 Crores (2011: Rs. 0.31 Crores)
xii. Deposit Received includes S.J. Retail Private Limited Rs. 0.34
Crores (2011: Rs. Nil)
xiii. Inter Company Deposits taken includes Apollo Design Apparel
Parks Limited Rs. 25.00 Crores (2011: Rs. 25.66 Crores), Goldmohur
Design & Apparel Park Limited Rs. 21.25 Crores (2011: Rs. 21.62 Crores)
3. CAPITAL AND OTHER COMMITMENTS
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs. 28.22 Crores (2011:
Rs. 48.60 Crores).
4. CONTINGENT LIABILITIES
(Rs. In Crores)
Particulars 2011-12 2010-11
A. Claims against the Company not acknowledged
as debts
i) Value Added Tax Act / Income Tax Act 5.18 Nil
ii) Others 49.56 26.78
B. Corporate Guarantees given to banks and
Financial Institutions on behalf of 303.59 859.07
Group Companies
5. SEGMENT REPORTING
The Company is primarily engaged in the business of retail trade, which
in terms of Accounting Standard 17 Segment Reporting constitutes
a single reporting segment.
6. The borrowing cost capitalized during the period ended December
31, 2012 was Rs. 38.68 Crores (2011: Rs. 24.13 Crores).
7. FORFEITURE OF MONEYS RECEIVED AGAINST SHARE WARRANTS
During the period company has forfeited the warrants money of Rs.100
Crores on account of non-exercise of their conversion option by the
equity warrant holders.
8. Pursuant to the levy of service tax on renting of immovable
properties given for commercial use, retrospectively with effect from
June 01, 2007 by the Finance Act, 2010, the company based on legal
advice, challenge the levy through Retailers Association of India and
its retrospective application. The Hon''ble Supreme Court had passed an
interim order dated October 14, 2011. In compliance of this order
company has made an aggregate deposit of Rs. 43.31 Crores in respect of
the liability for such service tax for the period from June 01, 2007 up
to September 30, 2011. From October 01, 2011, the company is accounting
& paying for such service tax regularly as per directives of the
Supreme Court. Accordingly the company has not made provision of Rs.
86.62 Crores for the period for the period June 01, 2007 to September
30, 2011 which would be appropriately recognized on final
determination.
9. During the period covered by these financial statements, the Board
of Directors have approved the Scheme of Arrangement between the
Company and Peter England Fashions and Retail Limited (PEFRL) and
their respective shareholders and creditors and Indigold Trade and
Services Limited (ITSL), in its capacity as shareholder of
Resulting Company (Pantaloon Demerger Scheme).
The Appointed Date for the Pantaloon Demerger Scheme is July 01, 2012
and the same envisages demerger of Pantaloon Format Division of the
Company into PEFRL, an indirect wholly owned subsidiary of Aditya Birla
Nuvo Limited and issue of shares of PEFRL to shareholders of the
Company. Scheme had already been cleared by Stock Exchanges by issuance
of clearance under clause 24F of the listing agreement and Competition
Commission of India to proposed combination, Shareholders in court
convened meeting and by Regional Director by submitting their
observation to the Hon''ble Bombay High Court. The Scheme is pending for
final hearing before the Hon''ble Bombay High Court.
The Scheme shall be given effect to in the Books with effect from the
Appointed Date of July 01, 2012 upon receipt of all necessary
approvals.
10. During the period covered by this financial statement, the Board
of Directors have also approved the following Scheme of Amalgamation of
Future Value Retail Limited (FVRL), wholly owned subsidiary of
the Company, with The Company and their respective shareholders and
creditors (FVRL merger Scheme).
The Appointed Date for the Amalgamation Scheme is July 01, 2012 and the
same envisages merger of FVRL into the Company. The petition in respect
of the Scheme is to be filed before the Hon''ble Bombay High Court.
The Scheme shall be given effect to in the Books with effect from the
Appointed Date of July 01, 2012 upon receipt of all necessary
approvals.
11. Further the Board of Directors of the Company have also approved
the Composite Scheme of Arrangement and Amalgamation between
Indus-League Clothing Limited (ILCL), Lee Cooper (India) Limited
(LEE), Future Ventures India Limited(FVIL), the Company and
Future Lifestyle Fashions Limited (FLFL) and their respective
shareholders and creditors (Fashion Demerger Scheme).
The Appointed Date for the Fashion Demerger Scheme is January 01, 2013
and the same envisages demerger of various fashion format divisions of
the Company including Central, Brand Factory, Planet
Sports and aLL with a view to unlock value for shareholders.
12. There are no Micro, Small and Medium Enterprises, to whom the
Company owes dues which are outstanding for more than 45 days during
the period. This information as required to be disclosed under the
Micro, Small and Medium Enterprise Development Act, 2006 has been
determined to the extent such parties have been identified on the basis
of information available with the Company.
13. For the period ended December 31, 2012 the Board of Directors of
the Company have recommended dividend of Rs.1.10 per share (2011: Rs.
0.90) to equity shareholders and Rs. 1.14 per share (2011: Rs. 1.00) to
Class B (Series-1) shareholders and aggregating to Rs. 29.68 Crores
(2011: Rs. 23.56 Crores) including Dividend Distribution Tax.
14. a. The Company uses foreign currency forward contracts to hedge
its risks associated with foreign currency exposures relating to the
underlying transactions and firm commitments. The Company does not
enter into any derivative instruments for trading and speculative
purposes.
Forward contracts outstanding as at December 31, 2012 are Rs. 24.65
Crores (2011: Rs. 46.78 Crores).
b. As of balance sheet date, the company has net foreign currency
exposures (In USD) that are not hedged by derivative instruments or
otherwise amounting to Rs. 9.94 Crores (2011:Rs. Nil).
15. TAX CHARGES
Tax Expenses comprise of current tax and deferred tax. The provision
for current income tax is the aggregate of the balance provision for 9
months ended March 31, 2012 and the estimated provision based on the
taxable profit of remaining 9 months up to December 31, 2012 the actual
tax liability, for which, will be determined on the basis of the
results for the period April 01, 2012 to March 31, 2013.
16. During the period, company has allotted 81, 63,265 Equity Share of
Rs. 2/- each at a premium of Rs. 243/- on preferential basis.
17. PREVIOUS YEAR FIGURES
The financial statements for the year ended June 30, 2011, had been
prepared as per the applicable and pre-revised Schedule VI to the
Companies Act, 1956. Consequent to the notification of Revised Schedule
VI under the Companies Act, 1956, the financial statements for the 18
months ended December 31, 2012 are prepared as per the Revised Schedule
VI. Accordingly, the previous year figures have also been reclassified
to conform to this year''s classification. The adoption of Revised
Schedule VI for previous year figures does not impact any recognition
and measurement principles followed for the preparation of financial
statements. The previous year''s figures have been reworked, regrouped,
rearranged and reclassified wherever necessary. Current period figures
are not comparable with the previous year on account of extension of
the accounting period by 6 months from July 01, 2012 to December 31,
2012. |
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| Source : Dion Global Solutions Limited | |
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