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United Breweries Holdings
BSE: 507458|NSE: UBHOLDINGS|ISIN: INE696A01025|SECTOR: Trading
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« Mar 10
Notes to Accounts Year End : Mar '11
1.  UB City Luxury residential Project
 
 The Company has executed a Joint Development Agreement with a Developer
 on 26th April, 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
 767,870 sq ft. The super built up area falling to the share of the
 Company would be 418,388 sq. ft.
 
 The Company has issued allotment letters in respect of two residential
 units in Kingfisher Towers by collecting booking amounts of Rs. 20
 million.
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account as at 31st March 2011 and not provided for is Rs. 23.550 million
 (net of advances) (Pr year Rs. 85.699 million).
 
 3.  Secured Loans:
 
 i) Details of securities provided for loans availed from banks :
 
 a) Loan from The Lakshmi Vilas Bank Limited amounting to Rs. 323.228
 million (Pr year Rs. 362.902 million) is secured by assignment of future
 receivables for use of Pegasus logo by Group Companies. An amount of Rs.
 45.198 million is repayable within one year.
 
 b) Loan from State Bank of India amounting to Rs. 107.401 million is
 secured by the pledge of 395,000 shares in United Spirits Limited held
 by the Company. The entire amount of Rs. 107.401 million has been since
 repaid.
 
 c) Loan from Yes Bank Limited amounting to Rs. 2,001.429 million is
 secured by subservient charge on all current assets and movable fixed
 assets of the Company, both present and future, deposit in Debt Service
 Reserve Account equal to a total amount of scheduled interest payment
 due for one month and assignment of 4,434,000 shares in United
 Breweries Limited and 1,285,000 shares in United Spirits Limited held
 by the Company.  No amount is repayable within one year.
 
 d) Overdraft facility from HDFC Bank Limited amounting to Rs. 33.679
 million is secured by pledge of 297,103 shares in United Spirits
 Limited, 4,753,881 shares in Mangalore Chemicals & Fertilisers Limited
 held by the Company, first charge on movable fixed assets ie. plant and
 machinery, furniture & fixtures valued at Rs. 370 million and a lien
 marked on a fixed deposit of Rs. 6.400 million.
 
 e) Packing credit facility availed from Federal Bank Limited amounting
 to Rs. 114.762 million is secured by hypothecation of current assets of
 the Company.
 
 ii) Details of securities provided for loans availed from others :
 
 a) Loans from HDFC, amounting to Rs. 6,854.515 million (Pr year Rs.
 1,943.242 million) are secured by the pledge of 1,585,154 shares in
 United Spirits Limited, 317,030 shares in McDowell Holdings Limited
 held by the Company, mortgage by deposit of title deeds of the
 Company''s land in Bangalore, the super structure thereon and assignment
 of the rent receivable from the property let out, securitisation of
 future sale proceeds from the luxury residential building Kingfisher
 Towers - Residences in UB City and pledge of 5,000,000 shares in
 United Spirits Limited and 35,222,231 shares in Kingfisher Airlines
 Limited held by a subsidiary company. An amount of Rs. 563.645 million is
 repayable within one year.
 
 b) Loan from IL&FS Financial Services Limited amounting to Rs. 1,000
 million (Pr year Rs. 1,500.410 million) is secured by the pledge of
 1,000,000 shares in United Spirits Limited held by the Company and
 pledge of 875,647 shares in United Spirits Limited held by a subsidiary
 company. No amount is repayable within one year.
 
 c) Loan from IFCI Limited amounting to Rs. 2,514.671 million (Pr year
 Rs.2,512.937 million) is secured by the pledge of 1,237,477 shares in
 United Spirits Limited and 7,673,422 shares in United Breweries Limited
 held by the Company and pledge of 1,467,523 shares in United Spirits
 Limited held by a subsidiary company. No amount is repayable within one
 year.
 
 4. Contingent liabilities:
 
                                                    2010-11     2009-10
 
 a Guarantees given by the Company on 
 behalf of subsidiaries to banks and             72,321.000  72,897.227
 financial institutions and others
 
 b Guarantees given by the Company on 
 behalf of associates to banks                    1,778.400   2,578.400
 
 c Demand raised by Income Tax 
 authorities against which the Company has          127.700     - Nil -
 preferred appeals
 
 d) Loan from SICOM Limited amounting toRs. 540 million (Pr yearRs. 430
 million) is secured by pledge of 400,000 shares in Kingfisher Airlines
 Limited and 250,000 shares in United Spirits Limited held by the
 Company and pledge of 17,600,000 shares in Kingfisher Airlines Limited
 held by a subsidiary company.  The facility has been availed for
 revolving period of 3 years, renewable every year on a put-call option.
 
 e) Loan from Future Capital Holdings Limited amounting to Rs. 1,009.321
 million (Pr year nil) is secured by the pledge of 10,93,688 shares in
 United Spirits Limited held by the Company and 363,312 shares in United
 Spirits Limited held by a subsidiary company and a non-disposable
 undertaking of 86,000 shares in United Spirits Limited held by the
 Company and 667,000 shares in United Spirits Limited held by a
 subsidiary company.  No amount is repayable within one year.
 
 f) Loan from L&T Finance Limited amounting to Rs. 33.578 million (Pr year
 41.999 million) is secured by the fixed assets for which the loan was
 taken. An amount of Rs. 9.669 million is repayable within one year.
 
 g) Loan from ECL Finance Limited amounting to Rs. 500 million (Pr year Rs.
 500 million) is secured by the pledge of 1,115,000 shares in United
 Spirits Limited held by the Company. The entire amount of Rs. 500 million
 has been since repaid.
 
 h) Loan from Quant Capital and Investment Private Limited amounting to
 Rs. 500 million (Pr year nil) is secured by the pledge of 870,000 shares
 in United Spirits Limited held by the Company. The entire amount of Rs.
 500 million is repayable within one year.
 
 i) Loan from Religare Finvest Limited amounting to Rs. 1,000 million (Pr
 year nil) is secured by the pledge of
 
 2,052,683 shares in United Spirits Limited held by the Company. No
 amount is repayable within one year.
 
 4.  Unsecured Loans
 
 The Company, during the year has accepted fixed deposits from the
 Public amounting to Rs. 62.355 million (Pr year Rs. 1,287.902 million). An
 amount of Rs. 983.100 million is repayable within one year.
 
 5.  Events occurring after the Balance Sheet date
 
 After the Balance Sheet date, the Company has issued the following
 corporate guarantees :
 
 a) Guarantees for Rs. 2,815.400 million in favour of lenders on behalf of
 a subsidiary
 
 b) Guarantees for Rs. 140.000 million in favour of others on behalf of an
 associate.
 
 6.  Fixed Assets
 
 a) The Company''s land in Bangalore was revalued in August 2001, based
 on an independent valuer''s report.  Accordingly, the value of the land
 was restated at Rs. 1,707 million, with a corresponding adjustment to the
 Fixed Assets Revaluation Reserve.
 
 b) The Company owns certain valuable trademarks which are carried at
 NIL value. Some of these trademarks / logo have been licenced to Group
 companies.
 
 c) The Company''s UB City property is under charge in favour of HDFC for
 facility granted to the Company.
 
 d) The Company''s property in Goa is under charge in favour of a bank
 for facilities granted to a subsidiary.
 
 7.  Investments:
 
 a) The Company has pledged 10,193,910 shares held in United Spirits
 Limited, 10,000,000 shares held in Mangalore Chemicals & Fertilisers
 Limited, 769,728 shares held in UB Engineering Limited, 85,985,156
 shares held in Kingfisher Airlines Limited and 2,700,000 shares held in
 McDowell Holdings Limited to secure the borrowings of subsidiary
 companies and associate companies.
 
 Subsequent to the Master Debt Recast Agreement [MDRA], executed by the
 Company''s Subsidiary, Kingfisher Airlines Limited with its Bankers, the
 Company was allotted 113,213,399 equity shares of Kingfisher Airlines
 Limited, which is since pledged to secure the borrowings of the
 subsidiary company.
 
 In addition to the above, the Company has given negative lien of shares
 in United Breweries Limited amounting Rs. 1,250 million in favour of
 ICICI Bank Limited to secure the borrowings of a subsidiary company.
 
 b) The Company has given a letter of undertaking in favour of ICICI
 Bank Limited, undertaking not to dispose of its investments in
 Kingfisher Airlines Limited, till such time as there are borrowings
 from ICICI Bank Limited to Kingfisher Airlines Limited.
 
 c) The Company''s investment of Rs. 160.000 million with IDFC Mutual Fund
 is given as a lien to secure the borrowings of a subsidiary company.
 
 d) The investment in subsidiaries (including step down subsidiaries)
 have been considered as long term strategic investments and diminution
 in their market value / net worth, though significant is considered
 temporary and hence no provision is considered necessary.
 
 e) The Redemption of the Preference Shares issued by a wholly owned
 overseas subsidiary, UB Overseas Limited will be made at the end of 10
 years from the date of allotment of the shares. The Preference
 shareholder will have the option for partial / full conversion into
 equity shares of the subsidiary, at the rate of one equity share for
 one preference share held, at face value of USD 1 each to be determined
 and issued by the Issuer.
 
 8.  A major subsidiary of the Company, Kingfisher Airlines Limited has
 entered into a Master Debt Recast Agreement [MDRA] with its Bankers.
 The terms of the MDRA include inter-alia:
 
 a) Conversion of part of 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 was converted
 into a term loan repayable over five years.
 
 d) The interest rate has been reduced by over 300 bps.
 
 e) Sanction of additional loan of Rs. 7,680 million
 
 The Company is a signatory to the MDRA
 
 Simultaneously the Company has converted its existing loan of Rs. 6,330
 million as well as Non Convertible Preference Shares [NCPS] of Rs. 970
 million into Compulsorily Convertible Preference Shares [CCPS].
 
 The Company''s existing guarantees and pledge to secure the KFA debt
 have been extended for the period of outstanding.
 
 The Master Debt Recast Agreement [MDRA] executed by the Company''s
 Subsidiary, Kingfisher Airlines Limited [KFA] with its Banks has been
 implemented in totality. The Company has exercised its option to
 convert all its 730,000,000 Compulsorily Convertible Preference Shares
 [CCPS] acquired at a cost of Rs. 7,300 million and KFA has allotted
 113,213,399 equity shares to the Company. The shareholding of the
 Company in KFA now stands at 40.09%. Along with the holding with its
 Subsidiaries, the shareholding of the Company in KFA now stands at
 55.57%. In terms of the MDRA, the entire share holding of the company
 in KFA is pledged with the Security Trustee acting on behalf of
 consortium of lenders.
 
 9. Confirmation of balances from certain Sundry Debtors and Sundry
 Creditors are awaited. Adjustment for differences, if any, arising out
 of confirmation and reconciliation thereof would be made in the current
 year. The Management is of the opinion that the impact of adjustments,
 if any, is not likely to be significant.
 
 10. The Company, over the years has advanced significant amounts to
 subsidiaries including overseas subsidiaries aggregating Rs. 19,236.010
 million (including Rs. 10,556.250 million advanced during the year).
 Interest has not been charged on loans advanced aggregating Rs.
 10,387.428 million. Considering, the income stream of those companies,
 the repayment of loans could possibly take protracted period of time
 beyond those stipulated in the Loan Agreements.  The Directors are of
 the view that all the amounts are ultimately recoverable with interest
 wherever applicable taking into consideration their business plans and
 growth strategies. Accordingly the advances to subsidiaries are
 considered presently good and recoverable except to the extent of Rs. 20
 million.
 
 11.  Strategic investment in APB India
 
 During the year under review, your Company through its wholly owned
 overseas subsidiary, UB Overseas Limited 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.
 
 12. Cash in hand includes foreign currency notes.
 
 13. As required under Section 205C of the Companies Act, 1956, the
 Company has transferred Rs 0.367 million (Pr year Rs.0.134 million) to
 the Investor Education and Protection Fund (IEPF) during the year. As
 on March 31, 2011, no amount was due to be transferred to the IEPF.
 
 14. Guarantee Commission represents the commission charged by the
 Company for the corporate guarantees provided on behalf of subsidiaries
 and certain associate companies. Security Commission represents the
 commission charged by the Company for the securities pledged on behalf
 of a subsidiary and an associate company.
 
 The Company has significant guarantee exposure on behalf of
 subsidiaries and other associated companies. Wherever any guarantee has
 been invoked, the guaranteed amount has been paid by the beneficiaries.
 The Management is reasonably confident that none of the other
 guarantees would eventually devolve upon the Company.
 
 15. Given the nature of the Company''s cash flow, the Company has been
 borrowing from time to time. Management has comprehensive plans
 including additional borrowings to ensure liquidity besides accelerated
 sale of residential and/ or office space in the UB City. Accordingly
 the accounts have been prepared on principles applicable to going
 concern.
 
 16. Remuneration to Chairman, Managing Director and Managerial
 Personnel
 
 i) The Chairman of the Company has received remuneration from two
 subsidiaries, amounting to USD 120,000 (Pr year USD 120,000) and GBP
 89,600 (Pr year GBP 89,600) for the year 2010-11.
 
 ii) The Company as a policy does not pay any remuneration to the
 Managing Director.
 
 Mr. R.N. Pillai, who was the Managing Director of the Company up to the
 close of business hours of August 20, 2010 did not draw any
 remuneration and perquisites from the Company. However, he has received
 remuneration of Rs. 1.455 million till August 2010 as an executive of an
 associate company.
 
 Mr. A. Harish Bhat was appointed as Managing Director of the Company
 with effect from the close of business hours of August 20, 2010 in
 place of Mr. R.N. Pillai without payment of any remuneration. However,
 he has received remuneration of Rs. 6.015 million from September 2010 to
 March 2011 as an executive of an associate company.
 
 iii) Subsidiaries have paid sitting fees of Rs. 0.100 million (Pr year Rs.
 0.155 million) to Directors including the Managing Director.
 
 17.  Details of outstanding to Micro, Small and Medium Enterprises and
 Small Scale Industries.
 
 Based on the response received by the Company, there are no outstanding
 as at March 31, 2011 to suppliers, as defined under the Micro, Small & 
 Medium Enterprises Development Act, 2006.
 
 Amount due to Small Scale Industries (SSI) is nil to the extent of
 information disclosed by creditors.
 
 18.  The Company has recognised the rent from cancellable operating
 leases in accordance with the terms of the lease deed.
 
 In respect of the non- cancellable operating leases, the Company has
 recognised the rent on a straight line basis over the non- cancellable
 lease term.
 
 Future minimum lease payments receivable under non-cancellable
 operating lease up to one year Rs. Nil (Pr year nil)
 
 3 Segment results represents profit/(loss) before finance expenses,
 interest income and tax.
 
 4 Capital expenditure represents the gross additions made to fixed
 assets during the year.
 
 5 Segment assets include Fixed Assets, Investments, Current Assets,
 Loans & Advances except income tax assets.
 
 6 Segment Liabilities include Secured and Unsecured Loans, Current
 Liabilities and Provisions except provision for tax and dividend.
 
 19.  Related Party Transactions:
 
 Key Management Personnel: Mr. R.N. Pillai - Managing Director up to
 20.10.2010
 
 Mr. A. Harish Bhat - Managing Director wef 21.10.2010
 
 i) Name of the Related Parties and description of relationship
 
 Subsidiaries
 
 UB Electronic Instruments Limited *, UB Infrastructure Projects Limited
 *, UB International Trading Limited *, Kingfisher Finvest India
 Limited*, Kingfisher Airlines Limited *, Kingfisher Training and
 Aviation Services Limited*, Kingfisher Aviation Training Limited*,
 Kingfisher Goodtimes Private Limited, City Properties Maintenance
 Company Bangalore Limited*, Bangalore Beverages Limited *, UB Sports
 Limited*, Vitae India Spirits Limited, Rigby International Corp.,
 United Breweries of America Inc, Delaware, Inversiones Mirabel, S.A,
 Mendocino Brewing Co.  Inc, USA, United Breweries International [UK]
 Limited, Kingfisher Beer Europe Limited (formerly known as UBSN
 Limited), Rubic Technologies, Inc, Releta Brewing Company LLC, UB
 Overseas Limited *, UBHL (BVI) Limited *
 
 Associates
 
 United Spirits Limited *, Mangalore Chemicals & Fertilizer Limited *,
 UB Engineering Limited*, WIE Engineering Limited (Under Liquidation),
 McDowell Holdings Limited*, Pixray India Limited, UB Pharma (Kenya)
 Limited, DCL Holdings Private Limited and UB Ajantha Breweries Private
 Limited & UB Nizam Breweries Private Limited.
 
 Subsidiary of an Associate
 
 Shaw Wallace Breweries Limited*
 
 * With which there have been transactions during the year.
 
 20. With a view to facilitating the smooth business operation of its
 subsidiary, Kingfisher Airlines Limited, the Company, as part of its
 obligation as Holding Company has expressed its intention to honour the
 financial obligations to the lending institutions on the due dates.
 
 21.  The Board of Directors have proposed a dividend of Re.1/- per
 share (10%) for the year ended March 31, 2011 (previous year Re.1/- per
 share).
 
 22.  All amounts are in Rupees million, unless otherwise stated.
 
 23.  Previous year''s figures have been regrouped wherever necessary to
 conform with the current year''s classification/ presentation.
Source : Dion Global Solutions Limited
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