1. Contingent Liabilities
Rs. Million
2011 2010
a) (i) Guarantee given on behalf of
other bodies corporate (including
performance guarantees) 4,460.000 -
(ii) Guarantees given by the Company''s
bankers for which Counter Guarantees
have been given by the Company 217.832 172.335
b) Disputed claims against the Company
not acknowledged as debts, currently
under appeal/ sub judice:
(i) Excise demands for excess wastages
and distillation losses 235.001 190.338
(ii) Other miscellaneous claims 185.212 250.475
(iii) Income Tax demand (including
interest) under appeal 516.221 452.575
(iv) Sales Tax demands under appeal in
various states 704.693 557.912
c) Bills Receivables discounted - since
fully settled 746.215 480.150
d) Claims from suppliers not
acknowledged as debts 74.417 57.511
The Management is hopeful of succeeding in the above appeals/ disputes
based on legal opinions/ legal precedents.
2. A. The rehabilitation scheme inter alia containing the scheme of
arrangement between Balaji Distilleries Limited
(BDL), Chennai Breweries Private Limited (''CBPL'') and the Company (the
Scheme) and their respective shareholders and creditors with April 01,
2009 as the appointed date has been approved by the Honourable
Appellate Authority for Industrial and Financial Reconstruction
(AAIFR), vide its order dated November 29, 2010. Upon necessary filing
with the Registrar of Companies, the scheme has become effective on
December 27, 2010 and the effect thereof have been given in these
accounts. Consequently,
a) In terms of the Scheme the entire business and undertaking of BDL,
as a going concern (post transfer of the brewery division undertaking
to its wholly owned subsidiary CBPL) (Balaji) stand transferred to
and vested in the Company with effect from April 1, 2009 being the
Merger Appointed Date.
b) In consideration of the amalgamation, the Company has issued
5,200,639 equity shares of Rs. 10/- each aggregating to Rs. 52.006
Million in the ratio of 2 (Two) fully paid up Equity shares of the face
value of Rs. 10/- each of the Company for every 55 (Fifty Five) fully
paid up equity shares of Rs. 10/- each held in BDL.
(I) Pursuant to the scheme, the Authorised share capital of the Company
stands increased and reclassified, without any further act or deed on
the part of the company, including payment of stamp duty and Registrar
of Companies fees, by Rs. 2,250.000 Million, being the authorised 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.
(II) Accounting for Amalgamation :
The amalgamation of the Transferor Companies 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 specified
in the Companies (Accounting Standard) Rules 2006 and in terms of the
scheme, as below,
a) All tangible asset and liabilities of the BDL at their respective
Fair Values.
b) Rs. 325.404 Million being the difference between the value of net
assets of the Transferor Companies transferred to the Company
(determined as stated above) and the face value of equity shares
allotted in BDL is adjusted to General Reserve of the Company. This
accounting treatment of the reserve has been prescribed in the Scheme
and approved by AAIFR. Had the scheme not prescribed this treatment,
this amount would have been debited to Goodwill, which would have been
charged to the profit & loss account as per the accounting policy of
the Company having corresponding impact on the results for the year
ended March 31,2011.
d) Pursuant to the Scheme, the bank accounts, agreements, licences and
certain immovable properties are in the process of being transferred in
the name of the Company.
B. The Board of Directors of the erstwhile Central Distilleries &
Breweries Limited (CDBL) (amalgamated with erstwhile Shaw Wallace
Distilleries Ltd. , which was amalgamated with the Company in an
earlier year) on April 29, 1986 decided to issue 134,700 Equity Shares
of Rs. 10 each, the allotment whereof was stayed by the Hon''ble High
Court of Delhi on September 13,1988. The Hon''ble High Court of Delhi
had vacated its order and has ordered to keep in abeyance the allotment
on 72,556 shares and the matter is sub-judice. The holders, in exchange
of these shares will be entitled to 17,776 equity shares of Rs. 10 each
of the Company pursuant to a Scheme of Arrangement. Necessary
adjustments in this respect will be carried out on disposal of the
matter pending before the aforesaid Court.
3. Fixed Assets
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs. 351.264 Million
(2010: Rs. 83.709 Million).
4. Current Assets, Loans and Advances
a) Loans and Advances include:
i) Rs. 39,825.429 Million (2010: Rs. 44,262.147 Million) given as
interest free loans to subsidiaries.
ii) An amount of Rs. 498.991 Million (2010: Rs. 733.982 Million) due
from the Tie-up units secured by the assets of the Tie-up unit and/or
equity shares of the Tie-up unit.
iii) Rs. 3 Million (2010: Rs. 3 Million) being amount paid to BDA
Limited (BDA) towards reassignment of certain Liquor Brands/ Trade
Marks pursuant to a Memorandum of Understanding dated March 20, 1992.
Pending execution of the deed for such assignments and judicial
resolutions of various disputes with BDA pertaining to control of BDA
and ownership of the ''Officers Choice'' and other brands currently
sub-judice at various courts, the advance given to BDA has been
provided for as a matter of prudence. All consequential adjustments
arising out of the above matters will be made as and when ascertained.
iv) Due from an Officer of the Company Rs. 1.777 Million (2010: Rs.
1.407 Million). Maximum amount outstanding at any time during the year
Rs. 1.777 Million (2010: Rs. 1.407 Million).
v) Due from the Managing Director of the Company Rs. 3.799 Million
(2010: Rs. 3.454 Million). Maximum amount outstanding at any time
during the year Rs. 3.799 Million (2010: Rs. 3.454 Million).
vi) Rs. 156.120 Million paid towards Preference Shares application
money to subsidiary of the company.
b) Subsequent to the Balance Sheet date, the Company has acquired
73,22,280 equity shares from the Promoters of Pioneer Distilleries
Limited (PDL) on May 24, 2011 pursuant to the Share Purchase Agreement
dated September 13, 2010 and 26,77,640 equity shares under the Open
offer as per the SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 1997 and SEBI (Prohibition of Insider Trading)
Regulations, 1992. Consequent to the above, Loans and Advances includes
Rs. 1,039.820 Million paid towards cost of Investment as on March 31,
2011.
c) Bank Balance with scheduled bank includes Rs. 177.343 Million (2010:
Rs. 168.069 Million) out of the proceeds of the beer business of
erstwhile Shaw Wallace & Company Ltd.(SWCL), sold in an earlier year
which has been kept under escrow pending resolution of various taxation
matters.
d) The Company has, granted interest free loans in foreign currency
amounting to Rs. 36,857.536 Million [2010: Rs. 39,557.598 Million), to
USL Holdings Limited, BVI (USL Holdings) a subsidiary of the Company,
for acquisition of long term strategic investments. Management is of
the view that out of these loans, Rs. 33,411.109 Million (2010: Rs.
33,435.283 Million), from the inception of the grant of loans, in
substance, form part of the Company''s net investment in the subsidiary,
as the settlement of these loans is neither planned nor likely to occur
in the foreseeable future and management intends to convert these loans
into investment in share capital of the subsidiary in near future.
Accordingly, in line with AS 11 - The Effects of Changes in Foreign
Exchange Rates (AS 11), exchange difference aggregating to Rs.
2,271.244 Million (debit) [2010: Rs. 2,247.069 Million (debit)] arising
on such loans has been accumulated in a foreign currency translation
reserve, which at the time of the disposal of the net investment in
these subsidiaries would be recognised as income or as expenses.
b) Investment in USL Benefit Trust represents beneficial interest of
the Company in the Trust. Trust holds 3,459,090 (2010: 3,459,090)
equity shares of Rs. 10 each of the Company, with all additions or
accretions thereto for the benefit of the Company.
c) The carrying cost of investment in Palmer Investment Group Limited
amounting to Rs. 6,917.801 Million, substantially exceeds the year end
net worth and the market value of shares held by the Company directly
and indirectly through its subsidiary. The management of the Company
believes that this reflects intrinsic value far in excess of the
carrying cost of investments and that such shortfall in net worth /
decline in market value of such shares is purely temporary in nature
and, hence, no provision is considered necessary for the same.
d) During the year, the Company has acquired 41.54% of equity stake in
Karnataka based Sovereign Distilleries Limited (SDL). SDL is engaged in
manufacture and sale of Extra Neutral Alcohol (ENA) and Indian Made
Foreign Liquor (IMFL). SDL has become associate of the Company with
effect from March 31, 2011.
e) The Board of CBPL, a wholly owned Subsidiary of the Company, at its
meeting held on March 11, 2011 has considered and approved the
amalgamation of CBPL into United Breweries Limited (UBL) with effect
from close of business hours of March 31, 2011,being the Appointed date
and hence the Investment is held with the intention to transfer to UBL.
The above information has been determined to the extent such parties
have been identified on the basis of information provided by the
Company, which has been relied upon by the auditors.
5. As required under Section 205C of the Companies Act, 1956, the
Company has transferred Rs. 2.801 Million (2010: Rs. 2.882 Million) to
the Investor Education and Protection Fund (IEPF) during the year. On
March 31, 2011, no amount was due for transfer to the IEPF.
6. Inter corporate deposit and Interest accrued and due thereon Rs.
75.592 Million (2010: Rs. 75.592 Million) included under Unsecured Loan
in Schedule 4 represents an obligation acquired on amalgamation of SWCL
in an earlier year, where negotiation/ settlement has not been
finalised and the same has been provided in terms of the decree and /
or otherwise considered adequate by the management. In the opinion of
the management, interest so far provided is adequate and no further
provision is necessary in this respect. Adjustments, if any, shall be
carried out as and when the amounts are determined on final disposal /
settlement of the matter.
7. Employee Benefits
a) Defined Contribution Plans
The Company offers its employees defined contribution plans in the form
of Provident Fund (PF) and Employees'' Pension Scheme (EPS) with the
government, Superannuation Fund (SF) and certain state plans such as
Employees'' State Insurance (ESI). PF and EPS cover substantially all
regular employees while the SF covers certain executives and the ESI
covers certain workers. Contribution to SF is made to trust managed by
the Company, while other contributions are made to the Government''s
funds. While both the employees and the Company pay predetermined
contributions into the provident fund and the ESI Scheme, contributions
into the pension fund and the superannuation fund are made only by the
Company. The contributions are normally based on a certain proportion
of the employee''s salary.
b) Defined Benefit Plans
Gratuity:
The Company provides for gratuity a defined benefit plan (the Gratuity
Plan), to its employees. The Gratuity Plan provides a lump sum payment
to vested employees, at retirement or termination of employment, of an
amount based on the respective employee''s last drawn salary and years
of employment with the Company. The Company has employees'' gratuity
funds managed by the Company as well as by Insurance Companies.
Provident Fund:
For certain executives and workers of the Company, contributions are
made as per applicable Indian laws towards Provident Fund to certain
Trusts set up and managed by the Company, where the Company''s
obligation is to provide the agreed benefit to the employees and the
actuarial risk and investment risk fall, in substance, on the Company.
Having regard to the assets of the Fund and the return on the
investments, shortfall in the assured rate of interest notified by the
Government, which the Company is obliged to make good is determined
actuarially.
Death Benefit:
The Company provides for Death Benefit, a defined benefit plan (the
Death Benefit Plan), to certain categories of employees. The Death
Benefit Plan provides a lump sum payment to vested employees, on death,
of an amount based on the respective employee''s last drawn salary and
remaining years of employment with the Company after adjustments for
any compensation received from the insurance company and restricted to
limits set forth in the said plan. The Death Benefit Plan is
Non-Funded.
8. Foreign Currency Transactions
a) As on March 31, 2011, the Company has the following derivative
instruments outstanding :
Interest and currency swap arrangement (USD-INR) amounting to USD Nil
(2010 : USD 35 Million fully settled during the year).
b) The year end foreign currency exposures that have not been hedged by
a derivative instrument or otherwise are as under:
Loans and Advances to Subsidiaries USD 732.290 Million, GBP 60.655
Million, Euro 28.750 Million (2010:USD 794.290 Million, GBP 59.450
Million, Euro 27.750 Million).
9. Segment Reporting
The Company is engaged in the business of manufacture, purchase and
sale of Beverage Alcohol (Spirits and Wines) including through Tie-up
units/ brand franchise, which constitutes a single business segment.
The Company''s operations outside India did not exceed the quantitative
threshold for disclosure envisaged in AS 17 on ''Segment Reporting''
specified in the Companies (Accounting Standard) Rules 2006. In view of
the above, primary and secondary reporting disclosures for
business/geographical segment as envisaged in AS-17 are not applicable
to the Company.
10. Related Party Disclosures
a) Names of related parties and description of relationship Enterprise
where there is control i) Subsidiary Companies:
1)United Spirits Nepal Private Limited (USNPL), 2) Asian Opportunities
& Investment Limited (AOIL), 3) Bouvet -Ladubay S.A.S (BL)^, 4) Chapin
Landais S.A.S (CL)^, 5) Palmer Investment Group Limited(PIG), 6)
Montrose International SA (MI)^, 7) JIHL Nominees Limited (JIHL), 8) RG
Shaw & Company Limited (RGSC), 9) Shaw Darby & Company Limited (SDC),
10) Shaw Scott & Company Ltd (SSC), 11) Thames Rice Milling Company
Limited (TRMCL), 12) Shaw Wallace Overseas Limited (SWOL)^, 13)
McDowell (Scotland) Limited (MSL), 14) USL Holdings Limited (USLHL),
15) Royal Challengers Sports Private Limited (RCSPL), 16) USL Holdings
(UK) Limited^, 17) United Spirits (UK) Limited^, 18) United Spirits
(Great Britain) Limited^, 19) Shaw Wallace Breweries Limited (SWBL),
20) Ramanretti Investment & Trading Limited (RITL)^, 21) Daffodils
Fragrance and Flavours Private Limited (DFFPL), 22) Four Seasons Wines
Limited (FSWL), 23) United Vintners Limited (UVL), 24) United Alcobev
Limited (UAL) ,
25) McDowell Beverages Limited (MBL), 26) McDowell & Company Limited,
27) Jasmine Flavours and Fragrances Limited, 28) Liquidity Inc, 29)
Whyte and Mackay Group Limited^, 30) Whyte and Mackay Holdings Ltd^,
31) Whyte and Mackay Limited (W&M), 32) Whyte and Mackay Warehousing
Limited^, 33) Bruce & Company (Leith) Limited^, 34) Charles Mackinlay &
Company Limited^, 35) Dalmore Distillers Limited^, 36) Dalmore Whyte &
Mackay Limited^, 37) Edinburgh Scotch Whisky Company Limited^, 38) Ewen
& Company Limited^, 39) Fettercairn Distillery Limited^, 40) Findlater
Scotch Whisky Limited^, 41) Glayva Liqueur Limited^, 42) Glentalla
Limited^, 43) GPS Realisations Limited^, 44) Grey Rogers & Company
Limited^, 45) Hay & MacLeod Limited^, 46) Invergordon Distillers
(Holdings) Limited^, 47) Invergordon Distillers Group Limited^, 48)
Invergordon Distillers Limited^, 49) Invergordon Gin Limited^, 50) Isle
of Jura Distillery Company Limited^, 51) Jarvis Halliday & Company
Limited^, 52) John E McPherson & Sons Limited^, 53) Kensington
Distillers Limited^, 54) Kyndal Spirits Limited^, 55) Leith Distillers
Limited^, 56) Loch Glass Distilling Company Limited^, 57) Longman
Distillers Limited^, 58) Lycidas (437) Limited^, 59) Pentland Bonding
Company Limited^, 60) Ronald Morrison & Company Limited^, 61) St The
Sheep Dip Whisky Company Limited^, 62) Vincent Street (437) Limited^,
63) Tamnavulin-Glenlivet Distillery Company Limited^, 64) TDL
Realisations Limited^, 65) W & S Strong Limited^, 66) Watson &
Middleton Limited^, 67) Wauchope Moodie & Company Limited^, 68) Whyte &
Mackay Distillers Limited^, 69) William Muir Limited^, 70) WMB
Realisations Limited^, 71) Whyte and Mackay Property Limited^, 72)
Whyte and Mackay de Venezuela CA^, 73) KI Trustees Limited^, 74) USL
Shanghai Trading Company Limited 75) Tern Distillery Private
Limited(Tern) 76) Balaji Distillery Private Limited(BDPL)* 77) Chennai
Breweries Private Limited(CBPL)* 78) Spring Valley Investment Holding
Inc(SVIHI)^^ 79)Herbertsons Limited(HL)^^.
ii) USL Benefit Trust
* Became a subsidiary during the year.
^ No transactions during the year.
^^ Ceased to be a subsidiary during the year.
Associates
Wine Soc. of India Private Limited^ Sovereign Distilleries Limited
(SDL)* I
Promoter Holding together with its Subsidiary is more than 20%
United Breweries (Holdings) Limited
* Became an associate during the year.
^ No transactions during the year..
Key Management personnel:
Mr.VK.Rekhi, Managing Director
Employees'' Benefit Plans where there is significant influence:
Mc Dowell & Company Limited Staff Gratuity Fund (McD SGF), McDowell &
Company Limited Officers'' Gratuity Fund (McD OGF), Phipson & Company
Limited Management Staff Gratuity Fund. (PCL SGF), Phipson & Company
Limited Gratuity Fund. (PCL GF), Carew & Company Ltd. Gratuity Fund
(CCL GF), McDowell & Company Limited Provident Fund (McD PF), Shaw
Wallace & Associated Companies Employees Gratuity Fund (SWCEGF), Shaw
Wallace & Associated Companies Executive Staff Fund (SWCSGF), Shaw
Wallace & Co. Associated Companies Provident Fund (SWCPF), Balaji
Distilleries Employees Gratuity Trust.
11. (a) The Company''s significant leasing arrangements in respect of
operating leases for premises (residential, office, stores, godown,
manufacturing facilities etc), which are not non-cancellable, range
between 11 months and 3 years generally (or longer in certain cases)
and are usually renewable by mutual consent on mutually agreeable
terms. The aggregate lease rentals payable are charged as Rent under
Schedule 15 to the accounts.
Leasing arrangements entered into prior to April 1, 2001 have not been
considered for treatment under AS 19 ''Accounting for Leases''.
(b) The Company has acquired computer equipment and cars on finance
leases. The lease agreement is for a primary period of 48 months for
computer equipment and 36 months to 60 months for cars. The Company has
an option to renew these leases for a secondary period. There are no
exceptional/restrictive covenants in the lease agreements.
12. Previous year''s figures have been regrouped / rearranged wherever
necessary.
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