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United Breweries Holdings Directors Report, UB Holdings Reports by Directors
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Explore UB Holdings connections « Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting the 95th Annual Report of
 your Company together with the Audited Accounts for the year ended
 March 31, 2011.
 
 FINANCIAL RESULTS
 
 The summary of financial results of the Company for the financial year
 ended March 31, 2011 is as under:
 
                                                      (Rs. in million)
 
                                           2010-2011         2009-2010
 
 The working for the year resulted in
 
 - Profit from Operations                    720.186           419.748
 
 Less:
 
 - Depreciation                              101.335           107.072
 
 - Taxation                                  201.963           570.806
 
 Add:
 
 - Exceptional Income                           -              960.420
 
 Profit after tax                            416.888           702.290
 
 Profit for the year                         416.888           702.290
 
 Your Directors have made the 
 following appropriations:
 
 -  Proposed Dividend                         66.819            66.819
 
 - Tax on Proposed Dividend                   11.099            11.099
 
 - Transfer to General Reserve                     -                 -
 
 Surplus carried to the Balance Sheet        338.970           624.372
 
 DIVIDEND
 
 Taking into account the results for the year and the need for resources
 for meeting the business needs of the Company, your Directors have
 recommended a dividend of Re.1 per share (10%) for the year ended March
 31, 2011 which is the same as in last year.
 
 OPERATIONS
 
 The Company''s revenues comprise of sale/lease rentals of property at UB
 City, Bangalore, Export Sales, Trade Mark License Fees, Dividends,
 Guarantee Commission and Interest on Loans and Deposits.
 
 PROPERTY DEVELOPMENT
 
 The Company executed a Joint Development Agreement with a Developer on
 April 26, 2010 for development of a luxury residential building named
 as Kingfisher Towers - Residences at UB City in the available land in
 UB City.  The super built up area of the building would be 7,67,870 sq.
 ft. The super built up area falling to the share of the Company would
 be 4,18,388 sq. ft. The statutory approvals for construction of the
 building have been received and the construction has since begun. When
 built, this residential development will add yet another landmark to
 Bangalore''s skyline besides augmenting revenues by sale of the
 residential units.
 
 Arising from the global economic slow down, several Lessees of rental
 space both office and retail have re- negotiated the rentals. This has
 impacted the potential revenue of the Company. A re-negotiated rental
 package with the retail lessees is now in place.
 
 SALE OF PROPERTY
 
 During the year, the Company sold Commercial Space measuring 31,103.64
 sq.ft. of saleable super built up commercial area in UB City.
 
 EXPORT BUSINESS
 
 In recognition of consistent export performance, through innovative
 marketing initiatives, and aggressive growth strategies in the
 Alcoholic Beverages category, UB Global, the Export Division of the
 Company was once again awarded the ‘Golden Trophy'' by APEDA. The
 Federation of Karnataka Chambers of Commerce & Industry also honoured
 UB Global with the Star Exporter Award in the Merchant category.
 
 The Export Division registered its highest ever profits this year, even
 though economic volatility in key markets of Europe and currency swings
 remained a major concern.  High levels of domestic inflation, resulting
 in input cost spikes, affected the revenues of the Division. However,
 prudent management of foreign exchange and realigning of certain
 products stood the Division in good stead.
 
 Shipment of beer soared above the million cases mark once again.
 Kingfisher Bohemia wines entered new markets and adds to our on-premise
 presence in 10 countries.
 
 The apparel business has consistently expanded its customer base, unit
 realizations, volumes and profitability. During the year, a new
 facility in Bangalore, entirely funded out of internal accruals,
 commenced production of premium casual wear.
 
 The Division continued to invest in improving production capacity in
 the Leather footwear manufacturing unit at Ambur, a leather industry
 hub in Tamil Nadu. This enabled them to undertake production of high
 end women''s footwear aimed at European customers.
 
 KINGFISHER AIRLINES LIMITED
 
 Kingfisher Airlines Limited [KFA], a major subsidiary of the Company
 which is supported by your Company by way of guarantees and pledge of
 securities achieved a substantial turnaround in its fortunes towards
 the end of the year.  It was helped in the process by agreeing a Master
 Debt Recast Agreement [MDRA] with its Bankers to which your Company is
 a signatory. The terms of the MDRA include inter-alia:
 
 a) Conversion of part the outstanding loan into Compulsorily
 Convertible Preference Shares [CCPS] and part into Cumulative
 Redeemable Preference Shares [CRPS] redeemable at par after twelve
 years.
 
 b) The remnant loans will be repayable over a nine year period
 including a two year moratorium and a graduated schedule over seven
 subsequent years.
 
 c) Interest for the period from July 2010 to March 2011 will be
 converted into a term loan repayable over five years.
 
 d) Interest rate on loans reduced to by over 300 bps.
 
 e) Sanction of additional loan of Rs. 768 crores.
 
 The Company''s existing guarantees and pledge of securities to secure
 the KFA debt have been appropriately extended.
 
 Simultaneously the Company along with Kingfisher Finvest India Limited
 [KFIL] a wholly owned subsidiary has converted the existing loan and
 preference shares aggregating to Rs. 745 crores into Compulsorily
 Convertible
 
 Preference Shares [CCPS] on January 3, 2011 which was subsequently
 converted into equity shares on March 31, 2011 at a conversion price of
 Rs. 64.48 per equity share as per the formula for pricing prescribed in
 the SEBI Regulations. Consequent to the above conversion, the
 percentage of holding of the Company along with KFIL in KFA stood
 reduced to 52.85% (shareholding along with other subsidiaries stood at
 55.57%).
 
 STRATEGIC INVESTMENT IN APB INDIA
 
 During the year under review, your Company through its Wholly Owned
 Overseas Subsidiary has acquired strategic interest by way of
 acquisition of 50% of the issued and paid up capital of UB Ajanta
 Breweries Private Limited and UB Nizam Breweries Private Limited
 (collectively referred to as APB India) from Heineken International
 B.V., Netherlands.
 
 DIRECTORS
 
 Mr. R N Pillai resigned as Director of the Company with effect from
 August 2, 2011. The Board placed on record the valuable services
 rendered by Mr. Pillai during his tenure as a Director of the Company.
 
 Mr. V K Rekhi was appointed as Director of the Company in the casual
 vacancy caused by the resignation of Mr. R N Pillai with effect from
 August 2, 2011.
 
 Mr. Piyush G Mankad and Mr. N Srinivasan Directors, retire by rotation
 and, being eligible, offer themselves for re-appointment, as Directors
 liable to retire by rotation.
 
 A brief resume of the Directors proposed to be re- appointed is given
 in the Annexure to the Notice.
 
 AUDITORS
 
 Messrs. Vishnu Ram & Co., Chartered Accountants, retire as Auditors of
 the Company at the conclusion of the forthcoming Annual General Meeting
 and are eligible for re-appointment.
 
 With regard to observations in the Auditors'' Report on the accounts for
 the year ended March 31, 2011, the relevant financial notes are self
 explanatory and do not require further elucidation.
 
 LISTING OF SHARES OF THE COMPANY
 
 The shares of your Company are listed on Bangalore Stock Exchange
 Limited [Regional Exchange], The Bombay Stock Exchange Limited, Mumbai
 and National Stock Exchange of India Limited.
 
 CORPORATE GOVERNANCE
 
 A report on Corporate Governance is annexed separately as part of the
 report along with a Certificate of Compliance from the Statutory
 Auditor. Necessary requirements of obtaining certifications /
 declarations in terms of Clause 49 of the Listing Agreements have been
 complied with.
 
 SUBSIDIARIES
 
 The following are the subsidiaries of the Company:
 
 A.  Indian Subsidiary Companies
 
 1.  Bangalore Beverages Limited
 
 2.  City Properties Maintenance Company Bangalore Limited
 
 3.  Kingfisher Finvest India Limited [Formerly Kingfisher Radio
 Limited]
 
 4.  Kingfisher Airlines Limited [Formerly Deccan Aviation Limited)
 
 5.  Kingfisher Training and Aviation Services Limited [Formerly
 Kingfisher Airlines Limited]
 
 6.  Kingfisher Aviation Training Limited [Formerly Kingfisher Training
 Academy Limited]
 
 7.  Kingfisher Goodtimes Private Limited
 
 8.  UB Electronic Instruments Limited
 
 9.  UB Infrastructure Projects Limited
 
 10.  UB International Trading Limited
 
 11.  UB Sports Limited
 
 12.  Vitae India Spirits Limited
 
 B.  Overseas Subsidiary Companies
 
 13.  Inversiones Mirabel, S.A.
 
 14.  Mendocino Brewing Co. Inc, USA
 
 15.  Rubic Technologies Inc
 
 16.  Rigby International Corp
 
 17.  Releta Brewing Company LLC
 
 18.  UB Overseas Limited
 
 19.  UBHL [BVI] Limited
 
 20.  United Breweries of America Inc., Delaware
 
 21.  United Breweries International [UK] Limited
 
 22.  Kingfisher Beer Europe Limited (Formerly UBSN Limited)
 
 A summary of performance of all the above mentioned subsidiaries
 including turnover, profit before and after taxation are available in
 the statement under the heading
 
 Summarized Financials of Subsidiary Companies 2010 -11 included in the
 Annual Report.
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2/2011 dated February 8, 2011 has issued directions under
 Section 212(8) of the Companies Act, 1956 granting general exemption
 from applicability of the provisions of Section 212 of the Companies
 Act, 1956 in relation to the Subsidiary Companies, subject to
 fulfillment of the conditions specified in the said circular.
 
 The Company has availed the benefit of general exemption provided by
 the aforesaid circular and accordingly, the documents mentioned in
 Section 212(a) to (d) of the Companies Act, 1956 relating to the
 Company''s subsidiaries are not attached to the Accounts of the Company.
 In terms of the said circular, your Company shall fulfill the
 prescribed conditions, make the requisite disclosures and further
 undertake that the Annual Accounts of the Subsidiary Companies and the
 related detailed information shall be made available to Shareholders of
 the Company and its Subsidiary Companies seeking such information.
 These documents will also be available for inspection during business
 hours at the Registered Office of the Company and of the respective
 Subsidiary Companies concerned.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the Listing Agreements with the Stock
 Exchanges, Management Discussion and Analysis Report is appended and
 forms an integral part of the Report on Corporate Governance which is
 appended.
 
 FIXED DEPOSITS
 
 The Fixed Deposits accepted from the Public and Shareholders stood at
 Rs.1,343.843 million as on March 31, 2011 (including an amount of Rs.62.355
 million accepted during the year under review).
 
 A sum of Rs.0.631 million from Public and Shareholders remained unclaimed
 as at March 31 2011.
 
 There have been no defaults in the repayment of fixed deposits during
 the year.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of Section 205A[5] and 205C of the Companies
 Act, 1956, an amount of Rs.0.367 million [Previous Year Rs.0.134 million]
 being the aggregate of the Unclaimed Dividend and Deposits, remaining
 unclaimed and unpaid for more than 7 years, have been transferred to
 the Investor Education and Protection Fund.
 
 PARTICULARS OF EMPLOYEES
 
 The information as are required to be provided in terms of Section
 217[2A] of the Companies Act, 1956 read with the Companies [Particulars
 of Employees] Rules, 1975 is enclosed.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUT GO
 
 Particulars of Conservation of Energy, Technology Absorption
 
 The Provisions of Section 217[1][e] of the Act relating to conservation
 of energy and technology absorption do not apply to this Company since
 it is not engaged in manufacturing activities.
 
 Foreign Exchange Earnings and outgo
 
 The particulars are as under:
 
                                                        [R in million]
 
 Description                                 Year ended
                                 March 31, 2011     March 31, 2010
 
 Foreign exchange                      1854.132           1888.084
 earnings
 
 Foreign exchange outgo                2075.281           1747.185
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement of Section 217[2AA] of the Companies Act,
 1956 the Board of Directors hereby state that:
 
 (i) in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 (ii) accounting policies have been selected and applied consistently
 and the judgments and estimates made are reasonable and prudent so as
 to give a true and fair view of the state of affairs of the Company at
 the end of the financial year and of the profit of the Company for that
 period.
 
 (iii) proper and sufficient care have been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 prevention and detection of fraud and other irregularities.
 
 (iv) the Annual Accounts have been prepared on a going concern basis.
 
 GREEN INITIATIVE
 
 Statutory disclosures in the print version of the Annual Report and
 other details are available in our website www.theubgroup.com.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record the support received from Group
 Companies, shareholders, depositors, banks, financial institutions and
 employees.
 
                                                 By Order of the Board
 
 Mumbai                                               Dr. Vijay Mallya
 
 August 25, 2011                                              Chairman
 
Source : Dion Global Solutions Limited
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