1. The previous years figures have been reworked, regrouped,
rearranged and reclassified wherever necessary. Amounts and other
disclosures for the preceeding year included as an integral part of the
current year financial statements and are to be read in relation to the
amounts and other disclosures relating to the current year. Current
year figures are not comparable with the previous year due to business
restructuring.
2. Demerger of Business Undertaking of Home Solutions Retail (India)
Limited into the Company (HSRIL Scheme)
Pursuant to the Scheme of Arrangement approved by the Honble High
Court of Judicature at Bombay on August 24, 2010, entire assets and
liabilities pertaining to business undertaking except Collection i of
Home Solutions Retail (India) Limited (HSRIL), a 66.86% subsidiary of
the Company, were transferred and stand vested in the Company as a
going concern, effective from April 1,2009 (Appointed Date).The
Company has filed the certified copy of the court order approving the
HSRIL Scheme with the Registrar of Companies (ROC), Mumbai on August
27, 2010 as required under applicable provisions of the Companies Act,
1956. Accordingly, the said scheme became effective from the Appointed
Date on August 27, 2010 (Effective Date).
Salient features of the Scheme are as under:
(a) With effect from the 1st day of April, 2009 (Appointed Date), all
the assets and liabilities of the demerged Business Undertaking of
HSRIL shall be transferred and vested into the Company.
(b) In consideration of the HSRIL Scheme, the Company will issue :
i. 59,28,818 Equity shares of face value Rs. 21- each fully paid up
aggregating to Rs. 1.19 Crores to the equity shareholders of HSRIL other
than the Company; and
ii. 63,47,635 0.01% Compulsorily Convertible Preference Shares of face
value of Rs.100/- each fully paid up aggregating to Rs. 63.48 Crores to the
equity shareholders of HSRIL other than the Company.
Pending issue of these Equity Shares and, Compulsorily Convertible
Preference Shares a sum of Rs. 64.66 Crores has been shown as Share
Capital pending allotment.
Accounting (As per the approved scheme)
a. The Company has recorded all the assets and liabilities, pertaining
to the Business Undertaking of HSRIL, at the respective book values
appearing in the books of HSRIL.
b. Loans and advances and other dues outstanding between the Company
and the Business Undertaking of HSRIL are cancelled.
c. The difference of Rs. 64.06 Crores between shares to be issued by the
Company pursuant to HSRIL Scheme and the net assets of the Business
Undertaking acquired are adjusted in the Securities Premium Account of
the Company.
d. Company has revalued its investment in HSRIL at its fair values,
and adjusted the difference between the book value of the investments
and the fair value of the investments against Securities Premium
Account.
e. All costs, charges, taxes including duties, levies and all other
expenses (including those of the HSRIL) arising out of, or incurred in
carrying out and implementing HSRIL Scheme, aggregating to Rs. 2.00
Crores are adjusted in the Securities Premium Account in the books.
f. The results of the operation of Business Undertaking of HSRIL for
the period April 1, 2009 to June 30, 2009 has been reflected as
exceptional item in the Profit and Loss Account.
3. Demerger from the Company (FMML Scheme)
Pursuant to the Scheme of Arrangement approved by the Honble High
Court of Judicature at Bombay on August 24, 2010, entire assets and
liabilities of Mall Management Undertaking and Project Management
Undertaking of the Company were transferred to Future Mall Management
Limited (FMML), a wholly owned subsidiary (WOS) of the Company and
Mall Asset Management Undertaking and Food Services Undertaking of the
Company were transferred to Future Merchandising Limited (FML), a WOS
of FMML, effective from April 1, 2010 (Appointed Date). The Company
has filed the certified copy of the court order approving the FMML
Scheme with the Registrar of Companies (ROC), Mumbai on August 28, 2010
as required under applicable provisions of the Companies Act, 1956.
Accordingly, the said scheme became effective from the Appointed Date
on August 28, 2010 (Effective Date).
Salient features of the Scheme are as under:
(a) With effect from the 1st day of April, 2010 (Appointed Date),
Mall Management Undertaking and Project Management Undertaking of the
Company shall be transferred and vested into FMML and Mall Asset
Management Undertaking and Food Services Undertaking of the Company
shall be transferred and vested into FML.
(b) In consideration of the demerger of the said undertakings to FMML
and FML, FMML will issue shares to the shareholders of the Company in
following ratio:
(i) 1 fully paid Equity Share of Rs. 10/- each of FMML shall be issued
and allotted for every 20 Equity Shares of Rs. 21- each held in the
Company.
(ii) 1 fully paid Equity Share ofRs. 10/- each of FMML shall be issued
and allotted for every 20 Class B (Series 1) shares of X 21- each held
in the Company.
(iii) 1 fully paid up Equity Share of Rs. 10/- each of FMML shall be
issued and allotted for every 20 compulsory convertible preference
shares of Rs. 100/- each held in Company.
Fractional shares entitlement would be consolidated in the hands of one
person nominated by FMML Board and Equity shares will be issued and
allotted to such person to be sold by him after listing.The sale
proceeds of these shares will be proportionately distributed to
shareholders who were entitled to such fractional shares.
Accounting (As per the approved scheme)
a. The book values of the assets and liabilities pertaining to the Mall
Management Undertaking and Project Management Undertaking transferred
by the Company to FMML and Mall Asset Management Undertaking and Food
Services Undertaking transferred by the Company to FML are reduced from
the book values of the assets and liabilities appearing in the books of
the Company.
b. Investment of the Company in FMML has been cancelled.
c. The difference of the book value of assets transferred over the
book value of liabilities transferred and cancellation of investments
in FMML has been adjusted against the balance in the Securities Premium
Account of the Company.
4. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs. 29.68 Crores (2009:
54.06 Crores).
5. Contingent Liabilities not provided for : (Rs. in Crores)
Particulars 2009-10 2008-09
A. Claims against the Company not acknowledged as debts
i) Value AddedTax Act 0.29 0.41
ii) Others 4.79 6.35
B. Corporate Guarantees given to banks
and Financial 3519.47 79.12
Institutions on behalf of Group Companies
C. Total Guarantees by banks on behalf of
the company and 22.60 25.62
Group Companies
6. Secured Loans: Amount Outstanding (Rs. in Crores)
A. Non Convertible Debenture
Secured by pari passu first charge on fixed assets (excluding specific
fixed assets charged in favour of exclusive charge lender) 500.00
Debentures referred as above are redeemable at par, in one or more
installments. The Debentures are redeemable as follows: ^ 375.00 Crores
in financial year 2014-15, Rs. 125.00 Crores in 2015-16
7. Of the unsecured loans, amount repayable within one year is Rs. 99.61
Crores (2009: 7NM) and of the Secured Loans amount repayable within one
year is Rs. 130.97 Crores (2009: Rs. 286.47 Crores).
8. Future interest liabilities in respect of assets of the value of Rs.
3.16 Crores (2009: Rs. 3.16 Crores) acquired on hire purchase basis is Rs.
0.24 Crores (2009: Rs. 0.41 Crores).
9. Interest allocated against fixed assets amounts to Rs. 18.84 Crores
(2009: Rs. 23.56 Crores).
10. 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.
1069.63 Crores (2009: 716.88 Crores). The Lease Rent payable not later
than one year is Rs. 325.93 Crores (2009 : 293.16 Crore), payable later
than one year but not later than five year is Rs. 634.29 Crores (2009 :
348.96 Crores) and payable later than five years is K 109.41 Crores
(2009 : 74.76 Crores)
11. a) During the year company has issued and allotted 15,822,200
Equity shares of Rs. 21- each at a premium of Rs. 314/- by way of Qualified
Institutional Placement.
b) During the year company has issued 1,00,00,000 warrants on
preferential allotment basis, which can be converted to same number of
equity shares at the option of the holders within 18 months from the
date of allotment of the warrants at a premium of Rs. 398/- per share.
12. The Company has not received any intimation from suppliers
regarding their status under the Micro, Small and Medium Enterprises
Development Act, 2006 and hence disclosures, if any, relating to
amounts unpaid as at the year end together with interest paid / payable
as required under the said Act have not been given.
13. Related Party Disclosure
Disclosure as required by the accounting Standard 18 Related Party
Disclosure are given below: a) List of Related Parties Subsidiaries
1. Ambit Investment Advisory Company Limited
2. Axon Development Solutions Limited
3. CIG Infrastructure Private Limited
4. FLSL Distribution Services Limited
5. Future Agrovet Limited
6. Future Brands Limited (Subsidiary till 22.05.2010)
7. Future Capital Financial Services Limited
8. Future Capital Holdings Limited
9. Future Consumer Enterprises Limited (Subsidiary till 31.05.2010)
10. Future Consumer Products Limited (Subsidiary till 29.06.2010)
11. Future E-Commerce Infrastructure Limited
12. Future Finance Limited
13. Future Hospitality Management Limited
14. Future Knowledge Services Limited
15. Future Learning and Development Limited
16. Future Mall Management Limited (Subsidiary till 31.03.2010)
17. Future Media (India) Limited
18. Future Merchandising Limited (Subsidiary till 31.03.2010)
19. Future Mobiles and Accessories Limited
20. Future Supply Chain Solutions Limited (Formerly known as Future
Logistic Solutions Limited)
21. Future Value Retail Limited (Formerly known as Pantaloon Future
Ventures Limited)
22. Futurebazaar India Limited
23. Home Solutions Retail (India) Limited
24. Indivision Investment Advisors Limited
25. Kshitij Investment Advisory Company Limited
26. Kshitij Property Solutions Private Limited
27. Myra Mall Management Company Limited
28. Pairs Retail India Limited (Formerly known as Home Lighting India
Limited (Subsidiary till 03.01.2010)
29. Winner Sports Limited (Formerly known as Winner Sports Private
Limited)
Associate Companies/Firms
1. Bansi Mall Management Company Private Limited
2. Aashirwad Malls Private Limited
3. Shreya Mall Management Private Limited
4. Future Ventures India Limited
5. KB Mall Management Company Limited
6. Nishta Mall Management Company Private Limited
7. Iskrupa Mall Management Company Private Limited
8. Manz Retail Private Limited
9. Unique Malls Private Limited
10. Acute Realty Private Limited
11. Niyaman Mall Management Company Private Limited
12. Future Corporate Resources Limited (Formerly known as PFH
Entertainment Limited)
13. Idiom Design & Consulting Limited
14. Future Ideas Company Limited
15. Pantaloon Industries Limited
16. Galaxy Entertainment Corporation Limited
Key Management Personnel
1. Mr. Kishore Biyani - Managing Director
2. Mr. Gopikishan Biyani -Whole time Director (till 31.03.2010)
3. Mr. Rakesh Biyani -Whole time Director
4. Mr. Vijay Biyani -Whole time Director (W.e.f. 26.09.2009)
5. Mr. Kailash Bhatia-Whole time Director (W.e.f. 01.04.2010)
Relatives of Key Management Personnel
1. Mr. Anil Biyani
2. Mrs. Godavari Devi Biyani
3. Mrs. Sangita Biyani
4. Mrs. Sampat Biyani
5. Mrs. Santosh Biyani
c) Disclosure in respect of material Related Party Transactions during
the year :
(i) Sales and Operating Income includes Future Learning and Development
Limited Rs.14.19 Crores (2009: Rs. 0.23 Crores),Talwalkars Pantaloon
Fitness Private Limited Rs. 2.02 Crores (2009: Rs. 2.45 Crores), Staple
Future Office Products Private Limited Rs. 2.02 Crores (2009:Rs. 0.24
Crores), Future Value Retail Limited Rs. 271.84 Crores(2009: Nil),
Future Knowledge Services Limited Rs. 21.79 Crores (2009: 0.06 Crores),
Pantaloon Industries Limited Rs. 80.26 Crores (2009 : NIL)
(ii) Purchases includes Future Mobile and Accessories Limited Rs. 87.32
Crores (2009: Rs. Nil), Future Agrovet Limited Rs. 276.96 Crores (2009: Rs.
268.91 Crores), Winner Sports Limited Rs. 56.51 Crores (2009:Rs. 6.87
Crores), Pantaloon Industries Limited Rs. 31.85 Crores (2009 : 42.38
Crores)
(iii) Sale of Fixed Assets includes Future Value Retail Limited Rs. 0.59
Crores (2009: Rs. Nil), Future Knowledge Services Limited Rs. 0.43 Crores
(2009: Rs. 2.22 Crores), Pantaloon Industries Limited Rs. 1.66 Crores (2009
: NIL)
(iv) Expenditure on services and others includes Future Media (India)
Limited Rs.6.30 Crores (2009: Rs. 3.29 Crores), Future Mobiles and
Accessories Limited Rs. 2.39 Crores (2009: Rs. Nil) and Future Learning and
Development Limited Rs. 6.44 Crores (2009: Rs. 4.83 Crores), Future Capital
Holdings Limited t 7.09 Crores (2009: 0.08 Crores), Bansi Mall
Management Company Private Limited Rs. 18.32 Crores (2009 : 0.80 Crores),
Future Corporate Resources Limited Rs. 48.16 Crores (2009 : 65.84
Crores),
Mr. Anil Biyani 7 0.04 Crores (2009:0.003 Crores), Mrs. Godavari Devi
Biyani 7 0.06 Crores (2009: Nil), Mrs. Sampat Biyani Rs. 0.01
Crores(2009:0.006 Crores), Mrs. Sangeeta Biyani 7 0.06 Crores
(2009:0.06 Crores), Mrs. Santosh Biyani 7 0.06 Crores (2009 : Nil)
(v) Purchase of Fixed Assets including CWIP includes Future Knowledge
Services Limited Rs. 34.91 Crores (2009: Rs. 12.86 Crores), Idiom design
and consulting limited 7 1.90 Crores (2009 : Nil)
(vi) Deposit given includes Pantaloon Industries Limited Rs. 3.00 Crores
(2009 : Nil)
(vii) Advance given includes Future Idea Company Limited Rs. 0.30 Crores
(2009 : Nil)
14. Sundry Debtors
Sundry Debtors includes amount due from the following companies under
the same management
Future Media (India) Limited X 10.95 Crores (2009: 20.55 Crores),
Future Mobiles & Accessories Limited Rs. 1.55 Crores (2009: 10.81
Crores), Future Mall Management Limited Rs.0.05 Crores (2009:Nil),
Indivision Investment Advisors Limited Rs. 0.48 Crores (2009: Nil),
Future Value Retail Limited X 38.20 Crores (2009: Nil), Future
E-Commerce Infrastructure Limited Rs. Nil (2009 :1.17 Crores), Future
Supply Chain Solutions Limited Rs. Nil (2009:5.24 Crores).
15. Additional information in pursuance of the provisions of the
paragraph 3, 4C, 4D, Part II of Schedule VI of the Companies Act, 1956,
are as certified by the Management of the Company.
16. As approved by the shareholders, the company had transferred its
Value Retail business, as a going concern, to its 100% subsidiary
Future Value Retail Limited, with effect from 1st January 2010.
17. The Board of Directors, subject to approval of members, have
recommended a dividend of 7 0.80 (40%) per ordinary equity share and 7
0.90 (45%) per class B share (Series 1)&0.01%on compulsory convertible
preference share.
18. The Company continues to retain 11,400 shares of rights issue
under abeyance.
19. The Company regards the business retail as a single reportable
segment. Accordingly, Segment information is not being disclosed
pursuant to the provision of Accounting Standard 17 on Segment
Reporting issued by the Institute of Chartered Accountants of India.
20. The Book value of certain unquoted long term investments is lower
than cost, considering the strategic and long term nature of the
investments, in the opinion of the management such decline is temporary
in nature and accordingly no provision is necessary for the same.
21. The High Courts of various states have granted an interim stay
against recovery of service tax on renting of immovable property
arising out of amendment to section 65(105)(zzzz) retrospectively from
01.06.2007 introduced by Finance Act 2010.Accordingly no provision has
been made for 7 29.07 Crores towards service tax liability.The amount
involved in the year ended June 30, 2009 was 715.65 Crores.
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