United Breweries (Holdings) Ltd.
|BSE: 507458||Sector: Others|
|NSE: UBHOLDINGS||ISIN Code: INE696A01025|
|BSE 16:01 | 19 Mar||United Breweries (Holdings) Ltd|
|NSE 05:30 | 01 Jan||United Breweries (Holdings) Ltd|
|BSE: 507458||Sector: Others|
|NSE: UBHOLDINGS||ISIN Code: INE696A01025|
|BSE 16:01 | 19 Mar||United Breweries (Holdings) Ltd|
|NSE 05:30 | 01 Jan||United Breweries (Holdings) Ltd|
Your Directors present the Annual Report of your Company together with the AuditedAccounts for the year ended March 31 2016.
Financial Performance of the Company
The summary of financial results of the Company for the financial year ended March 312016 is as under:
(Rs. in crores)
With a view to conserve resources for operational requirements your Directors do notrecommend any dividend for the year ended March 31 2016.
Operations of the Company
The operations of the Company comprise primarily of holding of strategic investmentsand other securities international trade development of real estate sale and rental ofconstructed premises including residential property of Kingfisher Towers licensing oftrademarks advancing of loans and provision of guarantees.
Despite the return of significant number of Indian consumers from the Gulf and the FarEast due to rationalisation of jobs because of continued low oil prices UB Global - theexport division of your Company has managed to remain Indias largest exporter ofbeer in the year under review. A judicious mix of domestic and export orders also ensuredan exponential growth in your Companys apparel business. The FEDERATION OF KARNATAKACHAMBER OF COMMERCE & INDUSTRY has once again awarded the Export Excellence award toyour Company.
The Company is constrained by various restraint orders of the Honble High Courtof Karnataka as a result of which revenue yielding business proposals like franchising outthe Kingfisher brand owned by the Company and renting out vacant space at UB CityBangalore could not be implemented.
The operations of the Company was further affected due to the provisional attachment ofproperties and shares by the Directorate of Enforcement consequent upon theirinvestigation in a purported money laundering case of Kingfisher Airlines Limited.Continuing efforts are being taken to have the temporary embargo lifted which wouldaugment increasing revenue streams.
Subsidiaries and Associate Companies
In accordance with Section 139(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements with four Indian Subsidiary Companies excluding theseven Indian Subsidiary Companies (refer to Note no. 50 of the Consolidated FinancialStatement appearing in page no. 113) which forms part of the Annual Report. The report onthe performance and financial position on each of the subsidiary companies in theprescribed Form AOC-1 is annexed to this report as Annexure A.
Kingfisher Finvest India Limited is a "material non-listed Indiansubsidiary". A "Policy for determining Material Subsidiaries" has beenuploaded in the website of the Company underlink:"http://theubgroup.com/PDF/UNITED-BREWERIES-(HOLDINGS)-LIMITED-POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf"
The affairs of the Subsidiaries and Associate Companies are conducted by theirrespective Board of Directors and audited by their Statutory Auditors. The ConsolidatedFinancial Statement of the Company and its subsidiaries and associates should therefore beread in conjunction with respective financial statements accounting policies financialnotes cash flow statements and Statutory Auditors Reports thereon.
Directors and Key Managerial Personnel
Mr. Sidhartha V Mallya vacated the office of Director w.e.f. March 31 2016 byoperation of Section 167(1)(b) of the Companies Act 2013.
Ms. Daljit Mahal a Non-Independent Non-Executive Director retires by rotation andbeing eligible offers herself for reappointment as a Director liable to retire byrotation. A brief resume of Ms. Daljit Mahal proposed to be re-appointed is given in theAnnexure to the Notice.
The position of Managing Director fell vacant on April 17 2014 and since then effortswere on to identify a successor. In the interregnum the Chairman of the Board Dr. VijayMallya is acting as the Principal Officer of the Company and reviewed the performance ofthe Company at the Board Meetings held during the year. Even after his relocating toLondon he has full control over the affairs of the Company through appropriate delegationof duties to various operating executives who report to him on a regular basis.
Mr. Ajay Kumar Vijay was appointed as Chief Financial Officer of the Company w.e.f.April 20 2016.
Mr. Kaushik Majumder Company Secretary and Mr. Ajay Kumar Vijay the Chief FinancialOfficer are presently the 2 Key Managerial Personnel of the Company.
Directors Responsibility Statement
Despite the absence of the Managing Director and Chief Financial Officer throughout theyear the Chairman of the Board of Directors the Group Chief Financial Officer and thePresident of the Company have collectively conducted the affairs of the Company for theyear under review and in view of this the Directors in compliance with Section 134 (5) ofthe Companies Act 2013 state that:
(a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) accounting policies have been selected and applied consistently and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and of the loss of theCompany for that period;
(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention and detection of fraud and otherirregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
At the Annual General Meeting (AGM) held on September 30 2014 Messrs. Vishnu Ram& Co. Chartered Accountants were appointed as Statutory Auditors of the Company fora period of three years. As per the provisions of Section 139 of the Companies Act 2013ratification of appointment of the Statutory Auditors is being sought from the Members ofthe Company at this AGM. Further the Statutory Auditors have under Section 139(1) of theAct and the Rules framed thereunder furnished a certificate of their eligibility andconsent for appointment.
(b) Auditors qualification & Board responses
The Statutory Auditor of the Company Messrs. Vishnu Ram & Co. CharteredAccountants issued separate reports on the Standalone and Consolidated FinancialStatements of the Company and the same are appended hereto the Report. The qualificationsin the Auditors Reports relating to impairment of certain investments enforcementof certain corporate guarantees doubtful recovery of advances various legal disputesincluding winding-up petitions sustainability of the Company as a going concern - allthese have been explained in the relevant Financial Notes to Accounts.
Corporate Governance & Management Discussion and Analysis Report
Pursuant to erstwhile Clause 49 of the Listing Agreement with the Stock Exchanges andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) a report on Corporate Governance andManagement Discussion and Analysis Report is attached to this Annual Report.
Board and its Committees
The details of the Meetings of the Board and its Committees held during the financialyear the composition of the Committee and the details of Committee Meetings are given inthe Report on Corporate Governance.
Independent Directors Declaration
All the Independent Directors of the Company have given declaration in terms of Section149(6) of the Companies Act 2013.
Internal Financial Controls
The Company has Internal Financial Controls commensurate with its size andnature of the business. The business procedures ensure optimum use and protection of theresources and compliance with the policies procedures and statutes. The internal controlsystems provide for well defined policies guidelines and authorizations and approvalprocedures. The board is satisfied that such internal financial controls are adequate andare operating effectively. The report of the Statutory Auditors in this regard forms partof their Audit Report.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives through the Audit Committee andInternal Auditors comprising of external firm of Chartered Accountants. The Company isexposed to various legal disputes as stated elsewhere in this Report which are handled byexpert legal advisors in consultation with the Chairman of the Board.
Particulars of Conservation of Energy Technology Absorption
The provisions of Section 134 (3) (m) of the Companies Act 2013 relating toconservation of energy and technology absorption do not apply to this Company since it isnot engaged in manufacturing activities.
Foreign Exchange Earnings and outgo
The particulars are given in the Notes to the Audited Accounts.
Policy on Appointment and Remuneration of Directors Key Managerial Personnel andSenior Employees
The Board on the recommendation of the Nomination and Remuneration Committee has laiddown a policy for appointment of Directors and remuneration for the Directors KeyManagerial Personnel and Senior Employees. The same is enclosed as Annexure B tothis Report. Mr. Ajay Kumar Vijay was appointed as Chief Financial Officer and KeyManagerial Personnel of the Company w.e.f. April 20 2016.
Performance Evaluation of the Board and Committees
The details of annual evaluation made by the Board of its own performance and that ofits Committees and Individual Directors and performance criteria for Independent Directorslaid down by the Nomination and Remuneration Committeeare enclosed as Annexure C tothis Report.
The Company has implemented a vigil mechanism to provide a framework for theCompanys employees and Directors to promote responsible and secure whistle blowing.It protects the employees who raise concern about serious irregularities within theCompany. A brief summary of the vigil mechanism implemented by the Company is annexedunder Annexure D to this Report. This policy is available through the weblink:http://theubgroup.com/PDF/UBHL/2014-2015/UBHLWHISTLE-BLOWER-AND-VIGIL-MECHANISM-POLICY.pdf.
Particulars of Employees and related disclosures
Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure Eto this Report.
Details of employee remuneration as required under provisions of Section 197 ofCompanies Act 2013 and Rule 5(2) and Rule 5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours before 21 days of the Annual General Meeting and shall be madeavailable to any shareholder on request.
Familiarisation programme for Independent Directors
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link: http://theubgroup.com/PDF/UBHL-FAMILIARISATION-PROGRAMMEFOR- INDEPENDENT-DIRECTORS.pdf.
Particulars of Loans Guarantees and Investments Particulars of loans andguarantees given and investments made are given in the Notes to the Standalone FinancialStatement.
Corporate Social Responsibility
The Company being an apex holding company of the UB Group takes its role as aresponsible corporate citizen seriously and encourages all its constituents of investeecompanies to pursue their business in a responsive manner.
The Company has in place a Corporate Social Responsibility Committee (CSR) foroverseeing CSR activities. Since the average net profit of the Company for the precedingthree years was negative there was no necessity for the Company to carry out any CSRspending for the period under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sudhir Hulyalkar Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Report furnished by Auditor in the format prescribed under TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas Annexure F to this Report.
(b) Qualifications & Board responses
The Board responses to the qualifications of the Secretarial Audit are as under:
(a) While efforts are still on for appointment of a suitable candidate for the positionof the Managing Director the Chief Financial Officer was appointed w.e.f April 202016.
(b) The Board is seized of the matter regarding appointment of minimum number ofDirectors in terms of the Articles of Association of the Company and efforts are on inthis regard despite the difficulty in getting suitable persons under the prevailingcircumstances.
(c) The Company has applied for condonation of delay to the Central Government forfiling the required Form.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT -9 is annexedherewith as Annexure G.
Major litigations involving the Company
Major litigations of the Company are as follows:
(i) The appeal before the Honble Supreme Court against the Order of the DivisionBench of the Honble High Court of Karnataka which has set aside the permissiongranted by the Honble Company Judge under Section 536(2) of the Companies Act 1956vide its Order dated December 20 2013 to dispose of the shares of USL in favour of DiageoPlc / Relay BV is continuing and is yet to be adjudicated. Meanwhile the HonbleSupreme Court has by its Order dated February 10 2014 directed that status quo bemaintained in respect of the transaction of sale of shares to Diageo. By another Orderdated November 17 2015 the Honble Supreme Court have amongst others admitted theSLP filed by Diageo and posted for final hearing and disposal. The SLPs are stillcontinuing.
(ii) The Company and others have filed a suit in the Honble Bombay High Courtagainst the Consortium of Lenders of KFA ("Lenders") challenging the purportedissue of Guarantee to the Lenders even before the SARFAESI action has been initiated bythe Lenders and the Suit is still pending adjudication.
(iii) Three lenders who have extended pre-delivery payment (PDP) loans to KFA forpurchase of aircrafts from M/s. Airbus S.A.S. and who claim to be beneficiaries ofCorporate Guarantees purportedly executed by the Company have filed proceedings beforethe DRT for recovery of total dues amounting to Rs. 192.51 crores. By an ex-parte orderdated February 4 2014 in I.A. No. 543/2014 the Hon. DRT has passed an ad-interim orderattaching pre-delivery payments made by KFA to M/s. Airbus S.A.S. up to Rs. 192.51 crores.Thereafter vide final order dated March 28 2016 the Honble DRT had issued aDemand Notice directing the Company to pay an amount of Rs. 1925108484.67.
Aggrieved by the final order of the Honble DRT the Company preferred a WritPetition before the Honble High Court of Karnataka and by way of an interim Orderdated June 16 2016 the Honble High Court of Karnataka was pleased to stay theorder of the DRT. This stay is still continuing.
(iv) After protracted litigation SBICAP Trustee Limited acting as Trustees of theConsortium of Banks of KFA was permitted to take possession of Kingfisher Villa on May13 2016 pursuant to an order of the Honble District Magistrate dated May 11 2016passed under Section 14 of the SARFAESI Act. The Company has since filed an Appeal againstthe aforesaid order dated May 11 2016 before DRT Mumbai on August 18 2016. The matteris yet to be listed for hearing and is pending. Although the possession of the KF Villaproperty has been taken over by the Consortium of Banks the legal ownership of theproperty continues to remain with the Company.
(v) In the SREI suit in Bangalore SBI claimed that the deposit of Rs. 651 crores keptwith the Honble High Court of Karnataka being surplus sale proceeds received fromsale of pledged shares be made available to them. The Company opposed the said reliefclaim and the Honble Court of XXVIII Addl. City Civil Judge Bangalore whileupholding the objections of the Company was pleased to dismiss the application filed bySBI vide its order dated July 16 2016. The Suit is still in progress.
(vi) The Company has filed a suit claiming an amount of USD 210400000 along with Rs.1621000000/- by way of Damages against one of the above Petitioners who has filed awinding up Petition against the Company in the City Civil Court Bangalore and the sameis pending adjudication. In the said suit the Defendants therein filed applicationschallenging the jurisdiction of the Honble City Civil Court Bangalore. However thesaid applications have since been dismissed by the Honble City Civil Court by itsorder dated April 30 2016.
(vii) BIAL had filed a summary suit being O.S.No.8306 of 2012 in the Honble CityCivil Court Bangalore seeking recovery of Rs. 154700000/- allegedly payable to it bythe Company under a purported Corporate Guarantee dated December 5 2011 executed by theCompany in favour of BIAL. The Company filed an application in the said suit seeking theleave of the Court to defend the said summary suit. By an order dated March 30 2013 theHonble City Civil Court Bangalore granted the Company the leave to defend the suitupon deposit of Rs. 70000000/- in the Court. Thereafter BIAL filed CRP No.193 of 2013in the Honble Karnataka High Court challenging the order aforesaid dated March 302013. By an order dated October 10 2014 the Honble Karnataka High Court allowed CRPNo.193 of 2013 and set aside the order dated March 30 2013 granting the Company theleave to defend the said summary suit. In the circumstances the Company was constrainedto file SLP No. 11379 of 2015 in the Honble Supreme Court of India challenging theaforesaid order dated March 30 2013 of the Honble Karnataka High Court. Pursuant toan order dated April 10 2015 of the Honble Supreme Court in the said SLP grantingconditional stay of all proceedings before the Honble City Civil Court Bangalorethe Company deposited 50% of the Guarantee amount totalling to Rs. 83.533 million with theHonble City Civil Court Bangalore. The said SLP is pending before the HonbleSupreme Court of India for final hearing and disposal.
(viii) After litigation which continued for some time and pursuant to dismissal of ourappeal before the Honble Supreme Court ICICI Bank have sold 1958000 shares ofUnited Breweries Limited ("UBL") to recover their claim of the equity recompenseamount in full. In response to an Application filed by the Consortium of Banks the DRTvide its order dated 11th January 2016 restrained ICICI from transferring and utilizingthe sale proceeds without permission of the DRT.
(ix) Post the open offer by Zuari Fertilizers and Chemicals Limited("Acquirer") together with Zuari Agro Chemicals Limited as the person acting inconcert ("PAC") with the Acquirer the shareholding of Acquirer in MangaloreChemicals & Fertilizers Limited ("MCF") increased from 16.47% to 53.03%.Since certain disputes have arisen out of the Share Holders Agreement ("SHA")dated March 12 2014 executed between the Acquirer and PAC (collectively referred to asthe "Zuari Group") on one hand and the Company KFIL and McDowell HoldingsLimited ("MHL") (collectively referred to as the "UB Group") on theother hand the UB Group invoked the arbitration clause in the SHA and have referred thedispute to an Arbitrator. The arbitration proceedings are pending. In terms of the SHAthe UB Group has an option to purchase such number of shares from the Acquirer so as toequalize the respective shareholdings of both the UB Group and the Zuari Group. The Boardhas resolved to exercise this option as and when desirable.
(x) In terms of Master Circular of RBI State Bank of India and Punjab National Bankhave amongst others declared the Company and Dr. Mallya as willful defaulters. While thedeclaration of SBI is under challenge in a writ petition before the Bombay High Court thedeclaration of PNB is under challenge in a Writ Petition before the Honble DelhiHigh Court. However the declaration of Wilful Default by United Bank of India iscurrently under stay by the Honble Calcutta High Court. No other Bank other thanthe above have declared the Company as Wilful Defaulter.
(xi) On the matter of investigation into the affairs of Kingfisher Airlines Limited bythe Investigating Agencies the Company and its Directors and Employees have beenco-operating with the investigation process by way of personal appearance and submissionof documents and records whenever called for. Except the order passed by the EnforcementDirectorate as mentioned hereunder no other order has been passed by any of theInvestigating Agencies.
Significant and material orders passed by the Regulators/ Courts
The material orders passed by the Regulators / Courts which may impact the goingconcern status of the Company and its future operations are as under:
(i) Order passed by the Honble High Court of the Karnataka
Out of the 9 winding up petitions filed against the Company 8 petitions have beenadmitted. While the Company Petitions filed by BNP Paribas and ATR have been admitted bythe Honble High Court of Karnataka vide its order dated November 19 2013 andDecember 13 2013 respectively the other six company petitions have been admitted videits combined order dated January 2 2015. The appeal filed by the Company before theDivision Bench of the Karnataka High Court to challenge the admission order of BNP Paribasand ATR were dismissed vide its order dated December 16 2013. The Company filed an appealbefore the Honble Supreme Court to challenge the admission order of BNP Paribaswhich was admitted by the Honble Supreme Court vide its order dated November 172015. The Suits are still in progress.
(ii) Suit before the Honble Debt Recovery Tribunal
KFA lenders have invoked Companys Corporate Guarantee and demanded payment ofdues from KFA amounting to Rs. 62033.500 million. The hearings in the matter are stillunder progress.
(iii) Order passed by Securities Appellate Tribunal (SAT)
SEBI in its communication dated April 27 2015 had advised the Company to restate theAccounts for the Financial Years 2012-13 and 2013-14 to address the qualifications made inthe Report by the Statutory Auditors despite a representation that most of the requiredadjustments have already been made in the accounts for the subsequent Financial Year2013-14. The Honble Securities Appellate Tribunal by its Order dated March 29 2016quashed and set aside the orders passed by SEBI dated April 27 2015 with the liberty tothe SEBI to pass fresh order on the merits and in accordance with law.
Post the Honble Securities Appellate Tribunal Order dated March 29 2016 SEBIhas again vide its letter dated July 25 2016 advised the Company to comply with its newcircular dated May 27 2016 regarding disclosure of the "Impact of AuditQualifications" beginning from the financial year 2012-13. Although this circular isapplicable for the period ending on or after March 31 2016 which is beingcomplied the Company has sought legal view regarding compliance for the previous yearsbeginning from financial year 2012-13.
(iv) Attachment of assets by Enforcement Directorate
The Directorate of Enforcement (ED) Ministry of Finance-Dept. of Revenue Governmentof India vide its Provisional Attachment Order No. 11/2016 dated June 11 2016 receivedby the Company has provisionally attached the immovable properties of the Company basedin Bangalore and Mumbai under Section 5(1) of Prevention of Money Laundering Act 2002 fora period of 180 days from the date of the Order in connection with investigation againstDr. Vijay Mallya Kingfisher Airlines Limited & Others. Pursuant to a Show CauseNotice dated July 11 2016 received from the Adjudicating Office in this regard theCompany is in consultation with its Legal Counsels for taking appropriate steps that maybe required including but not limited to defending the case before the AdjudicatingAuthority in Delhi.
As part of the investigations of the affairs of the Kingfisher Airlines Limited("KFA") the Company has cooperated with all the Investigating Agencies byproviding all relevant information records data and facts as and when required by thesaid Agencies.
Your Companys Equity shares are listed on the BSE Limited (formerly Bombay StockExchange Limited) and National Stock Exchange of India Limited. The listing fees have beenpaid to all these Stock Exchanges for the year 2016-2017.
The Company has discontinued the acceptance/ renewal of deposits. The existing depositswill run till the date of maturity and will be repaid on the due dates.
There have been no defaults in the repayment of fixed deposits during the year.
The Fixed Deposits accepted from the Public and Shareholders stood at Rs. 1.94 croresas on March 31 2016. A sum of Rs. 0.99 crores from Public and Shareholders remainedunclaimed as at March 31 2016.
Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 125 of the Companies Act 2013 an amount of Rs.0.06 crores (Previous Year Rs. 0.07 crores) being the aggregate of the Unclaimed Dividendand Deposits remaining unclaimed and unpaid for more than 7 years have been transferredto the Investor Education and Protection Fund.
Contracts and Arrangements with related parties
All Related Party Transactions that were entered during the financial year were atarms length basis and were in the ordinary course of business and were in compliancewith the applicable provisions of the Companies Act 2013 and the Listing Agreement. Thereare no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor those transactions which could not be determined at the beginning of the year. Thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for ratification on a quarterly basis.
Similarly all material Related Party Transactions as defined under erstwhile Clause49 of the Listing Agreement which require approval of the Shareholders through SpecialResolution have been obtained by the Company in the Annual General Meeting held onSeptember 28 2015.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors place on record the support received from Group Companies shareholdersdepositors customers vendors and particularly the employees who has shown courage andwithstood tremendous pressure during the very difficult circumstances.