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
|