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United Breweries
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Explore United Brewerie connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  During the quarter ended June 30, 2008 the Company had raised
 Rs.4,248,854 through an issue of shares on rights basis (Rights Issue).
 The proceeds of the Rights Issue were utilised in the following manner:
 
 a) Rs.1,028,633 (2010: Rs.2,026,980) for repayment of cash
 credit/overdraft accounts and for additional working capital
 requirements.
 
 b) Rs.2,963,421 (2010: Rs.1,731,874) for Capital Expenditure.
 
 c) Rs.256,800 has been used for working capital requirements under the
 fund utilization category General Corporate Purpose.
 
 d) Pending utilisation the balance proceeds of Rs.Nil (2010:
 Rs.490,000) have been invested in mutual funds.
 
 e) The entire amount pending as on March 31, 2011 has been fully
 utilized on subsequent capital requirements.
 
 3.  Fixed Assets:
 
 Buildings amounting to Rs.53,416 (2010: Rs.53,030) and Plant and
 Machinery amounting to Rs.531,148 (2010: Rs.502,517) are in premises
 not owned by the Company.
 
 4.  Investments:
 
 Investment in Maltex Malsters Limited is strategic in nature and the
 diminution in book value is considered temporary. The Company has
 obtained independent valuation which is in excess of the carrying costs
 of the investment, and hence, no provision for diminution in the value
 is considered necessary.
 
 5.  Note on Amalgamation
 
 A. The scheme of amalgamation under sections 391 to 394 of the
 Companies Act, 1956 between Associated Breweries and Distilleries
 limited (ABDL), Millennium Alcobev Private Limited (MAPL), Empee
 Breweries Limited (EBL) and the Company (the Scheme) and their
 respective shareholders and creditors with April 01, 2010 as the
 appointed date has been approved by the Honorable High Courts of
 Karnataka and Madras respectively vide their orders dated January 21,
 2011 and February 1, 2011 respectively. Upon necessary fling with the
 Registrar of Companies on March 10, 2011, the scheme has become
 effective and the effect thereof has been given in these accounts.
 Consequently,
 
 i) In respect of the merger of ABDL with the Company -
 
 a) In terms of the Scheme, the entire business and the whole of the
 undertaking of ABDL, as a going concern stands transferred to and
 vested in the Company with effect from April 01, 2010, being the Merger
 Appointed Date.
 
 b) As ABDL was a wholly owned subsidiary of the Company, no
 consideration was payable pursuant to amalgamation of ABDL with the
 Company.
 
 c) Accounting for Amalgamation:
 
 The amalgamation of ABDL with the Company is accounted for on the basis
 of the Purchase Method as envisaged in the Accounting Standard (AS) -
 14 on Accounting for Amalgamations specifed in the Companies
 (Accounting Standard) Rules 2006 and in terms of the scheme, as below,
 
 - All asset and liabilities of the ABDL were recorded at their
 respective Fair Values.
 
 - Rs.44,986 being the difference between the value of net assets of the
 ABDL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment in MAPL (cancelled as above)
 has been adjusted to Capital/General Reserve of the Company. This
 accounting treatment of the reserve has been prescribed in the Scheme
 and approved by the High Court(s). Had the scheme not prescribed this
 treatment, this amount would have been debited to Goodwill, which would
 have been set-off against the Capital Reserve / General Reserve arising
 on the merger of other companies.
 
 ABDL was an Investment Company, which was 100% subsidiary of the
 Company.
 
 ii) In respect of the merger of MAPL with the Company -
 
 a) In terms of the Scheme, the entire business and the whole of the
 undertaking of MAPL , as a going concern stands transferred to and
 vested in the Company with effect from April 01, 2010, being the Merger
 Appointed Date.
 
 b) In consideration of the amalgamation of MAPL with the Company, the
 Company has issued 8,489,270 equity shares of Rs.1/- each aggregating
 to Rs.8,489 in the ratio of 6 fully paid up Equity shares of the face
 value of Rs.1/- each of the Company for every 31 fully paid up equity
 shares of Rs.10/- each held in MAPL. The Company''s investment in MAPL
 aggregating to Rs.589,529 comprising of 61,40,000 equity shares (with
 voting rights) and 65,99,312 equity shares (without voting rights) of
 Rs.10/- each stood cancelled.
 
 c) Accounting for Amalgamation :
 
 The amalgamation of MAPL with the Company is accounted for on the basis
 of the Purchase Method as envisaged in the Accounting Standard (AS) -14
 on Accounting for Amalgamations specifed in the Companies (Accounting
 Standard) Rules 2006 and in terms of the scheme, as below.
 
 All asset and liabilities of the MAPL were recorded at their respective
 Fair Values.
 
 Rs.4,037,324 being the difference between the value of net assets of
 the MAPL transferred to the Company (determined as stated above) and
 the carrying value of the Company''s investment in MAPL (cancelled as
 above) has been adjusted to Capital/General Reserve of the Company.
 This accounting treatment of the reserve has been prescribed in the
 Scheme and approved by the High Court(s). Had the scheme not prescribed
 this treatment, this amount would have been credited to Capital
 Reserve.
 
 MAPL was a Joint Venture between the Company and Scottish & Newcastle
 India Private Limited, which had 3 subsidiaries engaged in the brewing
 business. One subsidiary of MAPL, i.e. Empee Breweries Ltd. was also
 merged into UBL simultaneously with MAPL. Subsequent to the merger of
 MAPL into UBL, the other two subsidiaries of MAPL, namely Millennium
 Beer Industries Limited (MBIL) and United Millennium Breweries Limited
 (UMBL) became the subsidiaries of the Company and all of them have been
 since amalgamated with the Company.
 
 iii) In respect of the merger of Empee Breweries Limited with the
 Company -
 
 a) In terms of the Scheme, the entire business and the whole of the
 undertaking of EBL, as a going concern stands transferred to and vested
 in the Company with effect from April 01, 2010, being the Merger
 Appointed Date.
 
 b) On the amalgamation of EBL with the Company, 50% of the holding
 stood cancelled and for the balance 50% of the holding, the Company
 issued 6,007,413 equity shares of Rs.1/- each aggregating to Rs.6,007
 in the ratio of 33 fully paid up Equity shares of the face value of
 Rs.1/- each of the Company for every 16 fully paid up equity shares of
 Rs.10/- of EBL to UBL Benefit Trust. UBL Benefit Trust has subsequent
 to the Balance Sheet date sold these shares and remitted the proceeds
 to the Company.
 
 c) Accounting for Amalgamation :
 
 The amalgamation of EBL with the Company is accounted for on the basis
 of the Pooling of Interest Method as envisaged in the Accounting
 Standard (AS) -14 on Accounting for Amalgamations specifed in the
 Companies (Accounting Standard) Rules 2006 and in terms of the scheme,
 as below,
 
 - All asset and liabilities of the EBL were recorded at their
 respective book values under the respective accounting heads of the
 Company.
 
 - Rs.1,364,532 being the difference between the value of net assets of
 the EBL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment has been adjusted to
 Capital/General Reserve of the Company.
 
 - The Shares issued to UBL Benefit Trust appears as a separate line item
 in the Balance Sheet of the Company as Interest in UBL Benefit Trust.
 
 The inter company balances and transactions stood cancelled.
 
 EBL was engaged in the brewing business.
 
 B. The scheme of amalgamation under sections 391 to 394 of the
 Companies Act, 1956 between UB Nizam Breweries Private Limited (UBNPL)
 and the Company (the Scheme) and their respective shareholders and
 creditors, with April 01, 2010 as the appointed date has been approved
 by the Honorable High Court of Karnataka vide its order dated August
 26, 2011. Upon necessary fling with the Registrar of Companies, the
 scheme has become effective on November 8, 2011 and the effect thereof
 has been given in these accounts. Consequently,
 
 In respect of the merger of UB Nizam Breweries Private Limited (UBNPL)
 with the Company -
 
 a) In terms of the Scheme, the entire business and the whole of the
 undertaking of UBNPL, as a going concern stands transferred to and
 vested in the Company with effect from April 1, 2010, being the Merger
 Appointed Date.
 
 b) In consideration of the amalgamation of UBNPL with the Company, the
 Company had issued 145,902 equity shares of Rs.1/- each aggregating to
 Rs.146 in the ratio of 1 fully paid up Equity shares of the face value
 of Rs.1/- each of the Company for every 454 fully paid up equity shares
 of Rs.10/- each held in UBNPL and in the ratio of 1 fully paid up
 Equity Shares of the face value of Rs.1/-each of the Company for every
 454 fully paid preference shares of Rs.10/- each in UBNPL.
 
 c) Accounting for Amalgamation:
 
 The amalgamation of UBNPL with the Company is accounted for on the
 basis of the Pooling of Interest Method as envisaged in the Accounting
 Standard (AS) -14 on Accounting for Amalgamations specifed in the
 Companies (Accounting Standard) Rules 2006 and in terms of the scheme,
 as below,
 
 - All asset and liabilities of UBNPL were recorded at their respective
 book values under the respective accounting heads of the Company.
 
 - Rs.48,822 being the difference between the value of net assets of
 UBNPL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment has been adjusted to
 Capital/General Reserve of the Company.
 
 - The inter company balances and the transactions stood cancelled.
 UBNPL was engaged in the brewing business.
 
 C.  The scheme of amalgamation under sections 391 to 394 of the
 Companies Act, 1956 between Chennai Breweries Private Limited (CBPL)
 and the Company (the Scheme) and their respective shareholders and
 creditors with March 31, 2011 as the appointed date has been approved
 by the Honorable High Court of Karnataka and Honorable High Court of
 Madras, vide its order dated August 26, 2011 and October 11, 2011
 respectively. Upon necessary fling with the Registrar of Companies, the
 scheme has become effective on November 12, 2011 and the effect thereof
 has been given in these accounts. Consequently, in respect of the
 merger of Chennai Breweries Private Limited (CBPL) with the Company -
 
 a) In terms of the Scheme, the entire business and the whole of the
 undertaking of CBPL, as a going concern stands transferred to and
 vested in the Company with effect from the closing hours of March 31,
 2011, being the Merger Appointed Date.
 
 b) In consideration of the amalgamation of CBPL with the Company, the
 Company would issue 8,500,000 equity shares of Rs.1/- each aggregating
 to Rs.8,500 in the ratio of 17 fully paid up Equity shares of the face
 value of Rs.1/- each of the Company for every 30 fully paid up equity
 shares of Rs.10/- each held in CBPL which is pending allotment.
 
 c) Accounting for Amalgamation:
 
 The amalgamation of CBPL with the Company is accounted for on the basis
 of the Pooling of Interest Method as envisaged in the Accounting
 Standard (AS) -14 on Accounting for Amalgamations specifed in the
 Companies (Accounting Standard) Rules 2006 and in terms of the scheme,
 as below,
 
 - All asset and liabilities of CBPL were recorded at their respective
 book values under the respective accounting heads of the Company.
 
 - Rs. 164,489 being the difference between the value of net assets of
 CBPL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment has been adjusted to
 Capital/General Reserve of the Company.
 
 - The inter company balances stood cancelled.  CBPL was engaged in the
 brewing business.
 
 D.  The scheme of amalgamation between Millennium Beer Industries
 Limited (MBIL) and the Company (the Scheme) and their respective
 shareholders and creditors with April 01, 2010 as the appointed date
 has been approved by the Honorable BIFR Court, Delhi vide its order
 dated November 11, 2011. Upon necessary fling with the Registrar of
 Companies, the scheme has become effective on November 16, 2011 and the
 effect thereof has been given in these accounts. Consequently, in
 respect of the merger of Millennium Beer Industries Limited (MBIL) with
 the Company
 
 a) In terms of the Scheme approved by the BIFR Court, the entire
 business and the whole of the undertaking of MBIL, as a going concern
 stands transferred to and vested in the Company with effect from April
 01, 2010, being the Merger Appointed Date.
 
 b) On the amalgamation of MBIL with the Company, the Company''s holding
 stands cancelled and for the rest the Company is to issue 504,731
 equity shares of Rs.1/- each aggregating to Rs.505 in the ratio of 1
 fully paid up Equity shares of the face value of Rs.1/- each of the
 Company for every 12 fully paid up equity shares of Rs.1/- of MBIL
 which is pending for allotment.
 
 c) Accounting for Amalgamation:
 
 The amalgamation of MBIL with the Company is accounted for on the basis
 of the Pooling of Interest Method as envisaged in the Accounting
 Standard (AS) -14 on Accounting for Amalgamations specifed in the
 Companies (Accounting Standard) Rules 2006 and in terms of the scheme,
 as below,
 
 - All asset and liabilities of MBIL were recorded at their respective
 book values under the respective accounting heads of the Company.
 
 - Rs.3,051,445 being the difference between the value of net assets of
 MBIL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment has been adjusted to
 Capital/General Reserve of the Company.
 
 - The inter company balances and transactions stood cancelled.
 
 MBIL was engaged in the brewing business.
 
 E. The scheme of amalgamation between United Millennium Breweries
 Limited (UMBL) and the Company (the Scheme) and their respective
 shareholder and creditors with April 1, 2010 as the appointed date has
 been approved by the Honorable BIFR Court, Delhi vide its order dated
 November 21, 2011. Upon necessary fling with the Registrar of
 Companies, the scheme has become effective on November 21, 2011 and the
 effect there of have been given in these accounts.  Consequently, in
 respect of the merger of United Millennium Breweries Limited (UMBL)
 with the Company
 
 a) In terms of the Scheme approved by the BIFR Court, the entire
 business and the whole of the undertaking of UMBL, as a going concern
 stands transferred to and vested in the Company with effect from April
 01, 2010 being the Merger Appointed Date.
 
 b) As UMBL was a wholly owned subsidiary of the Company, no
 consideration was payable pursuant to amalgamation of UMBL with the
 Company.
 
 c) Accounting for Amalgamation:
 
 The amalgamation of UMBL with the Company is accounted for on the basis
 of the Pooling of Interest Method as envisaged in the Accounting
 Standard (AS) -14 on Accounting for Amalgamations specifed in the
 Companies (Accounting Standard) Rules 2006 and in terms of the scheme,
 as below,
 
 - All asset and liabilities of UMBL were recorded at their respective
 book values under the respective accounting heads of the Company.
 
 - Rs.466,835 being the difference between the value of net assets of
 UMBL transferred to the Company (determined as stated above) and the
 carrying value of the Company''s investment has been adjusted to
 Capital/General Reserve of the Company.
 
 - The inter company balances and transactions stood cancelled.
 
 UMBL was engaged in the brewing business.
 
 Pursuant to all the schemes referred to in A to E above, the bank
 accounts, agreements, licences and certain immovable properties of the
 transferor companies are in the process of being transferred in the
 name of the Company.
 
 Pursuant to the schemes referred to in A to E above, the Authorized
 Share Capital of the Company stands increased and reclassifed, without
 any further act or deed on the part of the company, including payment
 of stamp duty and Registrar of Companies fees, by Rs.5,734,000
 comprising of 3,320,000,000 Equity Shares of Rs.1 each & 24,140,000
 Preference Shares of Rs.100 each, being the authorized share capital of
 the transferor company, and Memorandum of Association and Articles of
 Association of the Company stand amended accordingly without any
 further act or deed on the part of the company.
 
 6.  Investor Education and Protection Fund:
 
 There are no overdue balances unremitted to the fund under section 205C
 of the Companies Act, 1956.
 
 8.  Segmental Reporting:
 
 The company is engaged in manufacture, purchase and sale of beer
 including licensing of brands which constitutes a single business
 segment. The Company operates only in India. Accordingly, primary and
 secondary reporting disclosures for business and geographical segment
 as envisaged in AS-17 are not applicable to the company.
 
 
 
 
 10. Contingent Liabilities:
 
 Particulars                                         2011     2010
 
 a) Sales Tax/other taxes demands under appeal *   130,369    14,672
 
 b) Employees State Insurance Demand *               2,275       265
 
 c) Demand towards Water charges under appeal *    182,462       --
 
 d) Excise Duty/Customs Duty demands under appeal * 41,311    36,709
 
 e) Income Tax demands under appeal*               403,813   188,844
 
 f) Service Tax demands under appeal*              244,646   229,114
 
 g) Claims against the Company not acknowledged
    as debt *                                       41,320    30,568
 
 h) Letter of Credit outstanding                 1,079,418    78,926
 
 i) Guarantees given by the company:
 
 - on behalf of Subsidiaries of Joint Venture to
    third parties
 
 Millennium Beer Industries Limited                   --     800,000
 
 United Millennium Breweries Limited                  --     600,000
 
 Empee Breweries Limited                              --     730,000
 
 - to third parties                                 26,624    19,060
 
 j) Letter of undertaking to distributors towards 
 countervailing duty for imports from Nepal         38,500    38,500
 
 *In the opinion of the management, the above demands / claims are not
 sustainable in law and accordingly no provision has been made in the
 accounts
 
 12. Related party disclosures:
 
 A Name of the related parties:
 
 1) Subsidiary:
 
 Associated Breweries & Distilleries Limited (ABDL)* Maltex Malsters
 Limited (MML)
 
 2) Associate:
 
 United East Bengal Football Team Private Limited (UEBFTPL)
 
 3) Joint Venture:
 
 Millennium Alcobev Private Limited (MAPL)*
 
 4) Subsidiaries of the Joint Venture:
 
 (a) Empee Breweries Limited (EBL)*
 
 (b) United Millennium Breweries Limited (UMBL)*
 
 (c) Millennium Beer Industries Limited (MBIL)*
 
 * These companies have since amalgamated with the Company with merger
 appointed date of April 1, 2010.
 
 5) Entity which has significant infuence:
 
 Scottish & Newcastle India Limited (SNIL) United Breweries (Holdings)
 Limited (UBHL)
 
 6) Others:
 
 (a) Scottish & Newcastle Limited (S&N)
 
 (b) Heineken UK Limited, Holding Company of SNIL and Subsidiary of
 Scottish & Newcastle Limited
 
 (c) Scottish & Newcastle UK Limited (SNUK), Subsidiary of Scottish &
 Newcastle Limited
 
 (d) Scottish & Newcastle India Private Limited (SNIPL), Subsidiary of
 Heineken UK Limited
 
 (e) Heineken International B.V.
 
 (f) Heineken Romania S.A.
 
 (g) Heineken Brouwerijen B.V.  (h) Heineken Supply Chain B.V.  (i)
 Force India F1 Team Ltd
 
 7) Key Management Personnel (KMP):
 
 Mr. Kalyan Ganguly Mr. Guido de Boer
 
 8) Relative of Key Management Personnel:
 
 Mrs.Suparna Bakshi Ganguly (Wife of Mr. Kalyan Ganguly)
 
 (ii) Transactions with Subsidiaries:
 
 Balance due from ABDL - NA (2010: Rs.83,865)
 
 C.  Transactions with Heineken Group
 
 (1) Transaction with S & N
 
 Management Fees Rs.Nil (2010: Rs.45,000)
 
 (2) Transactions with SNUK
 
 Purchase of Raw Material Rs.Nil (2010: Rs.123)
 
 (3) Transactions with SNIL
 
 Balance of Preference Share Capital Rs.2,469,000 (2010: Rs.2,469,000)
 
 Dividend on above Rs.74,070 (2010: Rs.74,070)
 
 Interim Dividend on Equity Shares Rs.Nil (2010: Rs.Nil)
 
 Final Dividend on Equity Shares Rs.Nil (2010: Rs.13,499)
 
 (4) Transaction with Heineken UK Ltd.
 
 Purchase of Raw Material Rs.673 (2010: Rs.Nil)
 
 Reimbursements Rs.56 (2010: Rs.Nil)
 
 (5) Transaction with Heineken Romania S.A.
 
 Mould Development Charges Rs.48 (2010: Rs.Nil)
 
 (6) Transaction with Heineken Brouwerijen B.V.
 
 Technical services Fees Rs.60,000 (2010: Rs.Nil)
 
 (7) Transaction with Heineken International B.V.
 
 Reimbursements Rs.5,568 (2010: Rs.Nil)
 
 (8) Transaction with Heineken Supply Chain B.V.
 
 Consultants fee Rs.1,683 (2010: Rs.Nil)
 
 26.  The Company had entered into an agreement with the promoters of
 Balaji Distilleries Limited (BDL) with a view to secure the perpetual
 usage of its brewery and grant of first right of refusal in case of
 sale or disposal of its brewery unit in any manner by BDL, towards
 which the Company had made a refundable facility advance of
 Rs.1,550,000 to Star Investments Private Ltd. (Star), one of the
 Promoter Companies of BDL, acting for itself and on behalf of the other
 Promoters.
 
 Subsequently, BDL fled a scheme of arrangement for amalgamation of its
 distillery into United Spirits Limited (USL) and de-merger of its
 brewery into Chennai Breweries Private Limited (CBPL) and the said
 scheme was approved by Appellate Authority for Industrial & Financial
 Reconstruction in November 2010. The Brewery assets proposed to be
 acquired by the Company from the Promoters of BDL, eventually vested in
 CBPL which was a 100% subsidiary of USL. In the changed scenario as
 consideration for merger of CBPL into the Company. USL would be alloted
 85,00,000 Equity Shares of UBL and facility advance given to the
 promoters of BDL remained outstanding and recoverable [Refer Note 5].
 
 Therefore, the Company has entered into a new agreement extending the
 repayment of principal and interest outstanding till March 2012, and
 obtained a pledge of securities from associate companies of Star to
 secure the outstanding amounts.  The aggregate amount due is
 Rs.2,207,617 as on March 31, 2011.
 
 27.  All amounts disclosed in Notes to Account and other Schedules are
 in Rs.000 except for:
 
 i.  Number of Shares / units in Notes on Schedule 1, Schedule 5, Note
 5, Note 13, Note 23 and in Note 26.  ii. Basic and Diluted EPS in the
 Profit and Loss Account and in Note 13.  iii. Quantitative data in Note
 17.
 
 28.  The previous year''s figures have been regrouped to conform to
 current year''s classification. Further in view of the amalgamations
 described in Note 5 above, the figures for the current year are not
 comparable with those of previous year.
Source : Dion Global Solutions Limited
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