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United Spirits
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Explore United Spirits connections « Mar 10
Notes to Accounts Year End : Mar '11
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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