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Notes to Accounts of Future Retail Ltd.

Mar 31, 2015

(i) Terms/Rights Attached to Equity Shares

The Company has Equity Shares having a par value of Rs. 2/- each at the Balance Sheet Date. Equity Shares have been further classified in to equity shares carrying normal voting and dividend rights (Ordinary shares) and equity shares carrying differential voting and dividend rights Class B (series-1) shares.

Each holder of Ordinary shares, is entitled to one vote per member in case of voting by show of hands and one vote per Ordinary shares held in case of voting by poll/ballot. each holder of equity share is also entitled to normal dividend (including interim dividend, if any) as may declared by the Company.

Each holder of Class B (series -1) shares, is entitled to one vote per member in case of voting by show of hands and three vote per four Class B (series-1) shares held in case of voting by poll/ballot. each holder of Class B (series-1) share is also entitled to 2% additional dividend in addition to normal dividend (including interim dividend, if any) as may declaredby the Company. Further, the Company may declare dividend only for Class B (series-1) share up to 2% without declaring any dividend for equity shares.

All other rights would be same for both classes of equity shares.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General Meeting.

In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distributions will be in proportion to the number of equity shares held by shareholder.

(ii) The Company does not have any holding Company.

(v) Pursuant to the provisions of the Companies Act, 1956 and Companies Act 2013, the issue of equity shares are kept in abeyance.

a) 11,400 Equity shares of Rights Issue of 2006.

b) 84,478 equity shares of Rights Issue of 2015.

c) 8,493 equity shares of Class B (series-1) of Rights Issue of 2015.

(iii) shares allotted as fully paid up without payment received in cash (during 5 years preceding March 31,2015).

Allotted 59,28,818 equity shares of Rs. 2/- each and 63,47,635, 0.01% Compulsory Convertible Preference shares of Rs. 100/- each as fully paid up pursuant to scheme of Arrangement.

(iv) share reserved for issue under options and contracts including the terms and amounts:

For Detail of shares reserved for issue under the Employee stock Options Plan (EsOP) of the company. (Refer Note 48).

(v) The Company has issued 1,34,98,300 Class-B warrants where each warrant would entitle one Equity shares of Class B at price of Rs. 68.69 per share. An amount equivalent to 25% of Rs. 92.72 Crore i.e. Rs. 23.18 Crore has been received on allottment of the warrants.

The estimate of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

2 Leases

The Company has entered into operating lease arrangements for fixed assets and premises. The future minimum lease rental obligation under non-cancellable operating leases in respect of these assets is Rs. 1097.55 Crore (2014: Rs. 442.50 Crore).The Lease Rent payable not later than one year is Rs. 290.13 Crore (2014: Rs. 178.99 Crore), payable later than one year but not later than five year is Rs. 773.63 Crore (2014: Rs. 229.06 Crore) and payable later than five years is Rs. 33.79 Crore (2014: Rs. 34.45 Crore).

Disclosure as required by Accounting Standard 18 "Related Party Disclosures" are given below:

A. List of Related Parties

1. subsidiary Companies

i. Future Bazaar India Limited

ii. Future Knowledge services Limited (till september 30, 2014)

iii. Future Media (India) Limited

iv. Future Agrovet Limited (till November 11,2013)

v. Future supply Chain solutions Limited

vi. FsC Brand Distribution services Limited (till september 15, 2014)

vii. Future Learning and Development Limited (till september 30, 2014)

viii. Home solutions Retail (India) Limited (till september 30, 2014)

ix. Future Freshfoods Limited (till september 30, 2014)

x. Future Home Retail Limited (till september 30, 2014)

xi. Future E-Commerce Infrastructure Limited (till March 31,2014)

xii. nuZone e-commerce Infrastructure Limited (till september 30, 2014)

xiii. Office shop Private Limited

xiv. staples Future Office Products Limited

xv. Winner sports Limited (till september 30, 2014)

xvi. Future Lifestyle Fashions Limited (till June 24, 2013)

2. Associates

i. Galaxy entertainment Corporation Limited

ii. Future e-Commerce Infrastructure Limited (w.e.f. April 1,2014)

3. Joint Ventures

i. Apollo Design Apparel Parks Limited

ii. Future generali India Insurance Company Limited

iii. Future generali India Life Insurance Company Limited

iv. goldmohur Design and Apparel Park Limited

v. Integrated Food Park Private Limited (till February 6, 2015)

vi. sprint Advisory services Private Limited

vii. shendra Advisory services Private Limited

4. enterprises over which Key Management Personnel are able to exercises significant influence

i. Future Corporate Resources Limited

ii. Future Ideas Company Limited

iii. Future Lifestyle Fashions Limited

iv. Vayuputra Realty Private Limited

v. Festive Realty Private Limited

vi. surplus Finvest Private Limited

vii. utsav Mall Management Company Private Limited

5. Key Management Personnel

i. Mr. Kishore Biyani

ii. Mr. Rakesh Biyani

iii. Mr.Vijay Biyani

6. Relatives of Key Management Personnel

i. Ms. Ashni Biyani

ii. Mrs. Godavaridevi Biyani

iii. Mrs. sangita Biyani

iv. Mrs. santosh Biyani

i. Sale of Goods and Services includes Future Media (India) Limited Rs. 13.30 Crore (2014: Rs. 19.51 Crore), Future supply Chain solutions Limited Rs. 0.25 Crore (2014: Rs. 0.32 Crore), staples Future Office Products Limited Rs. 2.82 Crore (2014: Rs. 0.04 Crore), Future E-Commerce Infrastructure Limited Rs. 0.02 Crore (2014: Rs. 10.23 Crore), galaxy entertainment Corporation Limited Rs. 0.93 Crore (2014: Rs. 1.51 Crore), Future generali India Life Insurance Company Limited Rs. 0.68 Crore (2014: Rs. 0.76 Crore), Vayuputra Realty Private Limited Rs. NIL (2014: Rs. 10.01 Crore), Future Lifestyle Fashions Limited Rs. 57.97 Crore (2014: Rs. 7.16 Crore).

ii. sale of Fixed Assets includes Future supply Chain solutions Limited Rs. 6.44 Crore (2014: Rs. 5.04 Crore), Future Lifestyle Fashions Limited Rs. 0.55 Crore (2014: Rs. Nil).

iii. Purchases and Other services includes Future Agrovet Limited Rs. Nil (2014: Rs. 347.55 Crore), Future supply Chain solutions Limited Rs. 169.80 Crore (2014: Rs. 202.46 Crore), Apollo Design Apparel Parks Limited Rs. 219.20 Crore (2014: Rs. 176.78 Crore), goldmohur Design and Apparel Park Limited Rs. 193.72 Crore (2014: Rs. 139.17 Crore), Future Corporate Resources Limited Rs. 85.14 Crore (2014: Rs. 95.68 Crore), Future Lifestyle Fashions Limited Rs. 170.79 Crore (2014: Rs. 104.02 Crore), Ashni Biyani Rs. 0.06 Crore (2014: Rs. 0.15 Crore), godavaridevi Biyani Rs. 0.03 Crore (2014: Rs. Nil), sangita Biyani Rs. 0.03 Crore (2014: Rs. 0.09 Crore), santosh Biyani Rs. 0.03 Crore (2014: Rs. 0.09 Crore).

iv. Purchase of Fixed Assets includes Future supply Chain solutions Limited Rs. Nil (2014: Rs. 0.14 Crore), Future Corporate Resources Limited Rs. NIL (2014: Rs. 33.52 Crore), Future Lifestyle Fashions Limited Rs. 1.83 Crore (2014: Rs. NIL).

v. Managerial Remuneration includes Mr. Kishore Biyani Rs. 2.67 Crore (2014: Rs. 5.09 Crore), Mr. Rakesh Biyani Rs. 2.56 Crore (2014: Rs. 4.71 Crore), Mr. Vijay Biyani Rs. 1.47 Crore (2014: Rs. 2.84 Crore).

vi. Fresh Investments Made includes sprint Advisory services Private Limited Rs. NIL (2014: Rs. 28.23 Crore), shendra Advisory services Private Limited Rs. NIL (2014: Rs. 13.48 Crore), Future generali India Insurance Company Limited Rs. NIL (2014: Rs. 33.15 Crore), Future generali India Life Insurance Company Limited Rs. NIL (2014: Rs. 58.40 Crore).

vii. Dividend Received includes Apollo Design Apparel Parks Limited Rs. 0.99 Crore (2014: Rs. 0.88 Crore), goldmohur Design and Apparel Park Limited Rs. 1.14 Crore (2014: Rs. 0.91 Crore), Future Lifestyle Fashions Limited Rs. 1.03 Crore (2014: Rs. NIL).

viii. Advance given includes Future Freshfoods Limited Rs. NIL (2014: Rs. 3.20 Crore), Future generali India Life Insurance Company Limited Rs. NIL (2014: Rs. 0.60 Crore), Future generali India Insurance Company Limited Rs. 0.01 Crore (2014: Rs. 0.99 Crore), Future Corporate Resources Limited Rs. 5.60 Crore (2014: Rs. NIL), Future Ideas Company Limited Rs. NIL (2014: Rs. 2.53 Crore).

ix. Deposit given includes Future supply Chain solutions Limited Rs. NIL (2014: Rs. 4.65 Crore), Future generali India Insurance Company Limited Rs. 0.02 Crore (2014: Rs. NIL), Future generali India Life Insurance Company Limited Rs. 0.02 Crore (2014: Rs. NIL), Future Corporate Resources Limited Rs. 10.00 Crore (2014: Rs. NIL), Vayuputra Realty Private Limited Rs. NIL (2014: Rs. 1.85 Crore).

x. Inter Company Deposits Taken includes Apollo Design Apparel Parks Limited Rs. NIL (2014: Rs. 36.00 Crore), goldmohur Design and Apparel Park Limited Rs. NIL (2014: Rs. 36.75 Crore), Future Media (India) Limited Rs. 3.80 Crore (2014: Rs. NIL).

3 Capital and Other Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 36.58 Crore (2014: Rs. 27.95 Crore).

4 Contingent Liabilities

(Rs. in Crore)

Particulars 2014-15 2013-14

A. Claims Against the Company Not Acknowledged as Debts

i) Value Added Tax Act/Income Tax 193.94 41.63

ii) Others 300.82 341.63

B. Corporate Guarantee Given 34.54 34.54

5 Segment Reporting

The Company is primarily engaged in the business of Retail Trade, which in terms of Accounting standard 17 "segment Reporting" constitutes a single reporting segment.

6 The borrowing cost capitalized during the year ended March 31,2015 was Rs. 32.45 Crore (2014: Rs. 36.53 Crore).

7 Pursuant to the levy of service tax on renting of immovable properties given for commercial use, retrospectively with effect from June 1,2007 by the Finance Act, 2010, the company based on legal advice, challenged the levy through Retailers Association of India and its retrospective application. The Hon'ble supreme Court had passed an interim order dated October 14, 2011. In compliance of this order company has made an aggregate deposit of Rs. 39.71 Crore in respect of the liability for such service tax for the period from June 1,2007 up to September 30, 2011. From October 1,2011, the company is accounting and paying for such service tax regularly as per directives of the supreme Court. Accordingly the company has not made provision of Rs. 79.42 Crore for the period June 1, 2007 to september 30, 2011 which would be appropriately recognised on final determination.

8 There are no Micro, small and Medium Enterprises, to whom the company owes dues which are outstanding for more than 45 days during the year. This information as required to be disclosed under the Micro, small and Medium enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

9 Security clause / maturity profiles in respect to Secured Long Term Borrowings

a) Non-Convertible Debentures

i) Rs. 500 Crore (2014: Rs. 750 Crore) are secured by First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders), carries coupon rate of 11.50% per annum and are redeemable at par, in one or more installments as Rs. 250 Crore in FY 2015-16 and Rs. 250 Crore in FY 2016-17.

ii) Rs. 202.50 Crore (2014: Rs. 225 Crore) are secured by Pledge of certain Investments held by company, carries coupon rate of 12.10% per annum and are redeemable at par, in one or more installments as Rs. 22.50 Crore in FY 2015-16, Rs. 67.50 Crore in FY 2016-17 and Rs. 112.50 Crore in FY 2017-18.

iii) Rs. 600 Crore (2014: Rs. 600 Crore) are secured by First Pari-Passu charge on movable and immovable Fixed Assets of the company excluding assets charged to exclusive charge lenders, carries coupon rate of 11.50% per annum and are redeemable at par, in two installments as Rs. 240 Crore in FY 2017-18 and Rs. 360 Crore in FY 2018-19.

iv) Rs. 375 Crore (2014: Rs. 375 Crore) are secured by First Pari-Passu charge on movable and immovable Fixed Assets of the company excluding assets charged to exclusive charge lenders and excluding specific immovable properties, carries coupon rate of 11.50% per annum and are redeemable at par, in two installments as Rs. 150 Crore in FY 2017-18 and Rs. 225 Crore in FY 2018-19.

v) Rs. NIL (2014: Rs. 275 Crore) are secured by Primary security - First charge on identified Intellectual Property Mortgaged Assets (including Brands / sub brands / logos) / format / product and services / trademark / copy rights etc. till the perfection of final security. Final security- First pari passu charge in favour of debenture trustee (along with existing lenders) on movable tangible fixed assets both present and future and immovable properties of the company, carries coupon rate of 13.00% per annum and are redeemable at par.

b) Term Loan from Banks

i) Rs. Nil (2014: Rs. 57.44 Crore) are secured by (a) First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders) (b) First Pari-Passu charge on Credit/ Debit Card Receivables of all the stores (c) second Pari-Passu charge on Current Assets.

ii) Rs. 121.22 Crore (2014: Rs. 297.23 Crore) are secured by (a) First Pari-Passu charge on Fixed Assets (b) First Pari-Passu charge on escrowed Credit & Debit card receivables of specific Big Bazaar stores.

iii) Rs. 35.97 Crore (2014: Rs. 114.79 Crore) are secured by (a) First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders) (b) second Pari-Passu charge on Current Assets excluding Deposits.

iv) Rs. 132.13 Crore (2014: Rs. 285.79 Crore) are secured by First Pari-Passu charge on Fixed Assets (excluding specific fixed assets charged in favour of exclusive charge lenders).

v) Rs. Nil (2014: Rs. 24.33 Crore ) are secured by Pari-Passu First charge on movable Fixed Assets (present & future) of the stores (excluding specific fixed assets charged in favour of exclusive charge lenders).

vi) Rs. 75.00 Crore (2014: Rs. 217.32 Crore) are secured by (a) First Pari-Passu charge on Fixed Assets (present and future) except assets exclusively charged to other lenders (b) second Pari-Passu Charge on Current Assets of the Company (present and future).

vii) Rs. 106.48 Crore (2014: Rs. 149.74 Crore) are secured by First Pari-Passu charge on Fixed Assets, present and future of the stores excluding assets charged in exclusive basis to exclusive charge lenders excluding specific immovable properties.

viii) Rs. 139.96 Crore (2014: Rs. 137.08 Crore) are secured by First Pari-Passu charge on Fixed Assets, present and future, excluding specific immovable properties.

ix) Rs. 150.00 Crore (2014: Rs. 150 Crore) are secured by First Pari-Passu charge on the net block of the company excluding specific Immovable Properties and Current Assets both present & future and post dated cheques of Rs. 150 Crore.

x) Rs. 196.81 Crore (2014: Rs. Nil) are secured by Pari-Passu First charge on tangible Fixed Assets (movable and immovable) present and future, of the company (excluding specific immovable properties).

xi) Rs. 235.09 Crore (2014: Rs. Nil) are secured by First Pari-Passu charge on entire Fixed Assets of the company (present & future) except assets exclusively charged to other lenders.

xii) Rs. 135.00 Crore (2014: Rs. 151.50 Crore) are secured by second Pari-Passu charge on the Fixed & Current Assets of the company.

xiii) Rs. 88.97 Crore (2014: Rs. 156.87 Crore) are secured by (a) Residual charge on Fixed Assets & Current Assets (b) First Pari-Passu charge on escrowed Credit & Debit card receivables of specific Big Bazaar stores.

xiv) Rs. NIL (2014: Rs. 75.76 Crore) are secured by Residual charge on Fixed Assets and Current Assets.

xv) Rs. 110.00 Crore (2014: Rs. 151.50 Crore) are secured by Residual charge on all movable Fixed Assets and Current Assets both present and future and post dated cheques.

xvi) Rs. 90.00 Crore (2014: Rs. 175.00 Crore) are secured by Residual charge on Fixed Assets both present & future (movable & immovable) excluding specific immovable properties and Current Assets & post dated cheques for the installments due under the loan.

xvii) Rs. 146.25 Crore (2014: Rs. 150.00 Crore) are secured by (a) subservient charge on Fixed Assets (including immovable properties) and Current Assets both present and future, (b) post dated cheques for Rs. 150 Crore and (c) Mortgage of immovable property, corporate guarantee and pledge of certain investments held by associate company.

c) Term Loan from Other

Rs. 100.00 Crore (2014: Rs. Nil) are secured by Pledge of certain Investments held by Company and further undertaking to create charge on other investments within a period of two years and undertaking for non- disposal of specific investments.

d) Term Loans from Banks and other of Rs. 1,252.00 Crore are secured by personal guarantee of promoter directors.

e) Term Loans from Banks and others are repayable as follows: Rs. 349.32 Crore in FY 2015-16, Rs. 307.23 Crore in FY 2016-17, Rs. 412.50 Crore in FY 2017-18, Rs. 346.97 Crore in FY 2018-19, and Rs. 190.44 Crore in FY 2019-20 and Rs. 213.30 Crore in FY 2020-21 and Rs. 43.12 Crore in FY 2021-22.

f) Installments falling due in respect of all the above Loans (Term Loan & NCDs) upto 31.03.2016 aggregating Rs. 621.82 Crore have been grouped under Current Maturities of Long-Term Borrowings.

g) Weighted average rate of interest on the Term Loans is 12.53 %.

10 Security clause in respect to Secured Short Term Borrowings

A) Term Loans from Banks

i) Rs. 150.00 Crore (2014: Rs. Nil) are secured by (a) subservient Charge on tangible movable Fixed Assets and Current Assets both present and future of the company. (b) Pledge of certain investments held by associate companies & personal guarantee of promoter director.

ii) Rs. Nil (2014: Rs. 50.00 Crore) are secured by subservient charge on Fixed (movable & immovable) and Current Asset both present and future and personal guarantee of promoter director.

iii) Rs. NIL (2014: Rs. 100.00 Crore) are secured by Residual charge on Fixed Assets (movable & immovable properties) excluding specific immovable properties and Current Assets both present and future and post dated cheques and personal guarantee of promoter directors.

iv) Rs. NIL (2014: Rs. 150.00 Crore) are secured by subservient charge on tangible Fixed Assets (movable as well as immovable properties) excluding specific immovable properties and tangible Current Asset both present and future and post dated cheques and personal guarantee of promoter director.

v) Weighted average rate of interest on the Term Loans is 13.07 %.

B) Working Capital Loans from Banks

i) Rs. 968.57 Crore (2014: Rs. 747.99 Crore) are secured by (a) First Pari-Passu Charge on Current Assets (excluding credit / debit card receivables) (b) second Pari-Passu charge on Credit / Debit Card Receivables of all the stores (c) second Pari-Passu Charge on the Fixed Assets.

ii) Rs. NIL (2014: Rs. 50 Crore) are secured by Subservient charge on Fixed and Current Assets.

iii) Rs. Nil (2014: Rs. 122.34 Crore) are secured by Residual charge on Fixed and Current Assets (present and future).

iv) Rs. Nil (2014: Rs. 45.52 Crore) are secured by subservient charge on Current Assets and personal guarantee of promoter directors.

11 Employee Stock Option Scheme

The company has reserved issuance of 22,11,406 (2014: 25,00,000) Equity shares of Rs. 2 each for offering to eligible employees of the Company under employee stock Option scheme (EsOs). During the year the Company has granted 4,14,514 (2014: 3,05,192) options at a price of Rs. 10 per option plus all applicable taxes, as may be levied in this regard on the Company. Out of the options granted 4,800 (2014: 11,798) cancelled due to cessation of employment. The options would vest over a maximum period of 3 years or such other period as may be decided by the Human Resources, nomination and Remuneration Committee from the date of grant based on specified criteria.

12 a. The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency exposures relating to the underlying transactions and firm commitments. The Company does not enter into any derivate instruments for trading and speculative purposes. Forward contracts outstanding as at March 31,2015 are Rs. 26.29 Crore (2014: Rs. 99.52 Crore).

b. As of balance sheet date, the company has net foreign currency exposures (In usD & EuRO) that are not hedged by derivative instruments or otherwise amounting to Rs. 94.47 Crore (2014: Rs. 29.39 Crore).

13 Particulars of Loans, Guarantee and Investment under Section 186(4) of the Companies Act, 2013

1. Above Loans have been given for general business purposes and Guarantee has been given for securing their credit facilities.

2. Except as indicated above, The Company has not made any Loans and Advances in the nature of Loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below section 186 of the Companies Act, 2013.

14 For the year ended March 31,2015 the Board of Directors of the Company have recommended dividend of Rs. 0.60 per share (2014: Rs. 0.60) to equity shareholders and Rs. 0.64 per share (2014: Rs. 0.64) to Class B (series-1) shareholders and aggregating to Rs. 29.95 Crore (2014: Rs. 16.34 Crore) including Dividend Distribution Tax.

15 Figures for the previous financial period have been reworked, regrouped, rearranged and reclassified wherever necessary. The current year figures are not comparable with the previous period, since the previous accounting period was for the period of fifteen months from January 1,2013 to March 31,2014 and in previous financial period effect of demerger of the Fashion Business, Pantaloon Formats and merger of Value Retail Business was given.


Mar 31, 2014

1 Leases

The company has entered into operating lease arrangements for fixed assets and premises. the future minimum lease rental obligation under non-cancellable operating leases in respect of these assets is Rs. 442.50 crores (2012: Rs. 1025.22 crores).the lease Rent payable not later than one year is Rs. 178.99 crores (2012: Rs. 439.26 crores), payable later than one year but not later than five year is Rs. 229.06 crores (2012: Rs. 528.88 crores) and payable later than five years is Rs. 34.45 crores (2012: Rs. 57.08 crores).

2 Related Party Disclosures

Disclosure as required by accounting standard 18 "Related Party Disclosures" are given below:

a. List of Related Parties

1. subsidiary companies

i. Futurebazaar india limited

ii. Future Knowledge services limited

iii. Future Media (india) limited

iv. Future agrovet limited (till november 11, 2013)

v. Future supply chain solutions limited

vi. Fsc Brand Distribution services limited

vii. Future learning and Development limited

viii. Home solutions Retail (india) limited

ix. Future Freshfoods limited

x. Future e-commerce infrastructure limited

xi. Future Home Retail limited (Formerly known as nuZone electronics limited)

xii. nuZone ecommerce infrastructure limited

xiii. office shop Private limited (w.e.f. February 8, 2013)

xiv. staples Future office Products limited (w.e.f. February 8, 2013)

xv. Winner sports limited

xvi. Future lifestyle Fashions limited (till June 24, 2013)

2. Associates

i. Galaxy entertainment corporation limited

3. Joint Ventures

i. apollo Design apparel Parks limited

ii. Future generali india insurance company limited

iii. Future generali india life insurance company limited

iv. Goldmohur Design and apparel Park limited

v. Integrated Food Park Private limited

vi. Sprint advisory services Private limited

vii. Shendra advisory services Private limited

viii. Staples Future office Products limited (till February 7, 2013)

4. Enterprises over which Key Management Personnel are able to exercises significant influence

i. Retail light techniques india limited (Formerly known as asian Retail lighting limited)

ii. Fashion global Retail limited

iii. Future corporate Resources limited

iv. Future Human Development limited

v. Future ideas company limited

vi. Future outdoor Media solutions limited

vii. Future sharp skills limited

viii Future consumer enterprise limited (Formerly known as Future Ventures india limited)

ix. Future lifestyle Fashions limited (w.e.f. June 25, 2013)

x. NuFuture Haribhakti Business services limited

xi. NuFuture Digital (india) limited

xii. Akar estate & Finance Private limited

xiii. Ryka commercial Ventures Private limited

xiv. Kesari Realty Private limited

xv. Vayuputra Realty Private limited

xvi. Bansi Mall Management company Private limited

xvii. Central Departmental stores Private limited

xviii. Festive Realty Private limited

xix. Iskrupa Mall Management company Private limited

5. Key Management Personnel

i. Mr. Kishore Biyani

ii. Mr. Rakesh Biyani

iii. Mr. Vijay Biyani

6. Relatives of Key Management Personnel

i. Mr. gopikishan Biyani

ii. Ms. ashni Biyani

iii. Mrs. godavaridevi Biyani

iv. Mrs. sampat Biyani

v. Mrs. sangita Biyani

vi. Mrs. santosh Biyani

c. Significant Related Party transactions

i. Sale of goods and services includes Future Media (india) limited Rs. 19.51 crores (2012: Rs. 14.89 crores), Future e-commerce infrastructure limited Rs. 10.23 crores (2012: Rs. 12.46 crores), Future supply chain solutions limited Rs. 0.32 crores (2012: Rs. 7.56 crores), staples Future office Products limited Rs. 0.04 crores (2012: Rs. 0.70 crores), Future Value Retail limited Rs. nil (2012: Rs. 36.48 crores), galaxy entertainment corporation limited Rs. 1.51 crores (2012: Rs. 1.33 crores), Future generali india insurance company limited Rs. nil (2012: Rs. 0.49 crores), Future generali india life insurance company limited Rs. 0.76 crores (2012: Rs. 1.45 crores), Vayuputra Realty Private limited Rs. 10.01 crores (2012: Rs. nil), iskrupa Mall Management company Private limited Rs. 11.30 crores (2012: Rs. nil), s.J. Retail Private limited Rs. nil (2012: Rs. 9.86 crores), Future lifestyle Fashions limited Rs. 7.16 crores (2012: Rs. nil), Future consumer enterprise limited Rs. 9.64 crores (2012: Rs. 17.95 crores).

ii. Sale of Fixed assets includes Future supply chain solutions limited Rs. 5.04 crores (2012: Rs. 9.22 crores), Future Value Retail limited Rs. nil (2012: Rs. 11.47 crores), Future corporate Resources limited Rs. nil (2012: Rs. 0.01 crores), Future Human Development limited Rs. 23.82 crores (2012: Rs. nil), s.J. Retail Private limited Rs. nil (2012: Rs. 0.08 crores).

iii. Purchases and other services includes Future agrovet limited Rs. 347.55 crores (2012: Rs. nil), Future supply chain solutions limited Rs. 202.46 crores (2012: Rs. 181.57 crores), staples Future office Products limited Rs. nil (2012: Rs. 139.07 crores), Future Value Retail limited Rs. nil (2012: Rs. 39.99 crores), apollo Design apparel Parks limited Rs. 176.78 crores (2012: Rs. 33.12 crores), goldmohur Design and apparel Park limited Rs. 139.17 crores (2012: Rs. 30.52 crores), Future corporate Resources limited Rs. 95.68 crores (2012: Rs. 70.65 crores), Fashion global Retail limited Rs. 55.48 crores (2012: Rs. 43.60 crores), Future lifestyle Fashions limited Rs. 104.02 crores (2012: Rs. nil), nuFuture Digital (india) limited Rs. 44.09 crores (2012: Rs. nil), Future consumer enterprise limited Rs. 68.29 crores (2012: Rs. nil).

iv. Purchase of Fixed assets includes Future supply chain solutions limited Rs. 0.14 crores (2012: Rs. 8.42 crores), Future Value Retail limited Rs. nil (2012: Rs. 45.95 crores), Retail light techniques india limited Rs. 9.19 crores (2012: Rs. 15.86 crores), Future corporate Resources limited Rs. 33.52 crores (2012: Rs. nil), Future Human Development limited Rs. 31.92 crores (2012: Rs. 5.80 crores).

v. Managerial Remuneration includes Mr. Kishore Biyani Rs. 5.09 crores (2012: Rs. 5.73 crores), Mr. Rakesh Biyani Rs. 4.71 crores (2012: Rs. 5.31 crores), Mr. Vijay Biyani Rs. 2.84 crores (2012: Rs. 3.14 crores), Mr. Kailash Bhatia Rs. nil (2012: Rs. 1.82 crores).

vi. sale of investments includes Future Value Retail limited Rs. nil (2012: Rs. 323.36 crores).

vii. Fresh investments Made includes Future Media (india) limited Rs. nil (2012: Rs. 25.37 crores), sprint advisory services Private limited Rs. 28.23 crores (2012: Rs. 12.25 crores), shendra advisory services Private limited Rs. 13.48 crores (2012: Rs. 10.59 crores) Future generali india insurance company limited Rs. 33.15 crores (2012: Rs. 21.67 crores), Future generali india life insurance company limited Rs. 58.40 crores (2012: Rs. 43.61 crores).

viii. Dividend Received includes capital First limited Rs. nil (2012: Rs. 6.68 crores), apollo Design apparel Parks limited Rs. 0.88 crores (2012: Rs. 1.76 crores), goldmohur Design and apparel Park limited Rs. 0.91 crores (2012: Rs. 1.83 crores).

ix. Advance given includes Future Freshfoods limited Rs. 3.20 crores (2012: Rs. nil), Future generali india life insurance company limited Rs. 0.60 crores (2012: Rs. nil), Future generali india insurance company limited Rs. 0.99 crores (2012: Rs. nil), galaxy entertainment corporation limited Rs. nil (2012: Rs. 3.83 crores), Future corporate Resources limited Rs. nil (2012: Rs. 163.81 crores), Future sharp skills limited Rs. 0.63 crores (2012: Rs. nil), Future ideas company limited Rs. 2.53 crores (2012: Rs. nil).

x. Deposit given includes Future supply chain solutions limited Rs. 4.65 crores (2012: Rs. nil), Bansi Mall Management company Private limited Rs. nil (2012: Rs. 13.80 crores), Future corporate Resources limited Rs. nil (2012: Rs. 115.00 crores), Vayuputra Realty Private limited Rs. 1.85 crores (2012: Rs. nil), central Departmental stores Private limited Rs. 4.10 crores (2012: Rs. nil), Ryka commercial Ventures Private limited Rs. 5.63 crores (2012: Rs. nil).

xi. Deposit Received includes s.J. Retail Private limited Rs. nil (2012: Rs. 0.34 crores).

xii. Share application Money Paid includes sprint advisory services Private limited Rs. nil (2012: Rs. 8.69 crores), Future generali india insurance company limited Rs. nil (2012: Rs. 5.10 crores), shendra advisory services Private limited Rs. nil (2012: Rs. 4.90 crores).

xiii. Inter company Deposits taken includes apollo Design apparel Parks limited Rs. 36.00 crores (2012: Rs. 25.00 crores), goldmohur Design and apparel Park limited Rs. 36.75 crores (2012: Rs. 21.25 crores).

3 Capital and Other Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 27.95 crores (2012: Rs. 28.22 crores).

4 Segment Reporting

The company is primarily engaged in the business of Retail trade, which in terms of accounting standard 17 "segment Reporting" constitutes a single reporting segment.

5 The scheme of arrangement under the provision of section 391-394 of the companies act, 1956 for demerger of Pantaloons Fashion Format ("Pantaloons scheme") with effect from appointment Date July 1, 2012 (as defined in Pantaloons scheme) has been given effect on april 8, 2013. Pursuant to the same, all the assets and liabilities pertaining to Pantaloons Fashion Format has been demerged and vested in Pantaloons Fashion & Retail limited (Formerly known as Peter england Fashions and Retail limited). accordingly, the shares of Pantaloons Fashion & Retail limited have been issued to the shareholders of the company as on the april 18, 2013 as per entitlement ratio stated in Pantaloons scheme.

The composite scheme of arrangement and amalgamation ("Fashion Demerger scheme") between Future Retail limited (Formerly known as Pantaloon Retail (india) limited) ("FRL"), and Future lifestyle Fashions limited (Formerly known as Future Value Fashion Retail limited) (FLFL), indus-league clothing limited ("ILCL"), lee cooper (india) limited ("LEE"), Future consumer enterprise limited (Formerly known as Future Ventures india limited) ("FCEL"), and their respective shareholders and creditors ("Fashion Demerger scheme") under the provision of section 391-394 of the companies act, 1956 for demerger of its respective fashion business as defined in the Fashion Demerger scheme ("Fashion Format Business") with effect from appointment Date of January 1, 2013 as provided in the said scheme, has been given effect on May 29, 2013 after receipts of High court approval. Pursuant to the same, all the assets and liabilities pertaining to the Fashion Format Business has been demerged and vested in FLFL with effect from effective Date. accordingly, the shares of FLFL have been issued to the shareholders of the company as on the June 25, 2013 as per entitlement ratio stated in Fashion Demerger scheme.

The scheme of amalgamation and arrangement of Future Value Retail limited (FVRL), a wholly owned subsidiary company with the company under the provision of section 391-394 of the companies act, 1956 with effect from appointed Date of July 1, 2012 as provided in the said scheme, has been given effect from February 11, 2014. Pursuant to the same, all the assets and liabilities pertaining to FVRl has been merged and vested in the company on February 11, 2014 being the effective Date, with effect from the appointed Date. the company has issued optionally convertible debentures and compulsory convertible debentures to the holders of the compulsory convertible debentures of FVRL equivalent to the face value of debentures held in FVRl. there has been no issuance of shares upon the completion of the merger.

6 the borrowing cost capitalized during the period ended March 31, 2014 was Rs. 36.53 crores (2012: Rs. 38.68 crores).

7 Pursuant to the levy of service tax on renting of immovable properties given for commercial use, retrospectively with effect from June 1, 2007 by the Finance act, 2010, the company based on legal advice, challenge the levy through Retailers association of india and its retrospective application. the Hon''ble supreme court had passed an interim order dated october 14, 2011. in compliance of this order company has made an aggregate deposit of Rs. 40.85 crores in respect of the liability for such service tax for the period from June 1, 2007 up to september 30, 2011. From october 1, 2011, the company is accounting & paying for such service tax regularly as per directives of the supreme court. accordingly the company has not made provision of Rs. 81.70 crores for the period June 1, 2007 to september 30, 2011 which would be appropriately recognized on final determination.

8 There are no Micro, small and Medium enterprises, to whom the company owes dues which are outstanding for more than 45 days during the period. this information as required to be disclosed under the Micro, small and Medium enterprise Development act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

9 Employee Stock Option Scheme

Future Retail limited (FRL) [Formerly known as Pantaloons Retail (india) limited] has granted options to eligible employees in 2013 under PRil-employee stock option scheme 2012 ("esos 2012"). in a scheme of demerger, "FRl" (Demerged company) has transferred its fashion business under the brand name "Pantaloons" and variations thereof to "Peter england Fashions and Retail limited" (Resulting company); demerger scheme has been duly sanctioned by the Bombay High court in its order dated March 01, 2013.

In a subsequent scheme of demerger, "FRL" (Demerged company) has transferred its fashion business carried on under the format brands of central, Brand Factory and Planet sports to "Future lifestyle Fashions limited"; demerger scheme has been duly sanctioned by the Bombay High court in its order dated May 10, 2013.

The employee stock options of the company has adjusted for the corporate actions on Value for Value exchange and hence there is no incremental benefit to the option grantee and also it does not result in change in aggregate Fair Value of the options.

c. The stock-based compensation cost calculated as per the intrinsic value method for the financial year 2011-12 is Rs. 1.09 crores. if the stock-based compensation cost was calculated as per the fair value method, the total cost to be recognised in the financial statements for the year 2011-12 would be Rs. 3.70 crores. the effect of adopting the fair value method on the net income and earnings per share is presented below:

10 The company''s inventories were destroyed in a fire on January 30, 2014 at its warehouse situated at Kasaba Hobli, Bangalore. the company has lodged the claim with the insurance company and the assessment by the insurance company is under process. the company is adequately insured and has booked a receivable of Rs. 11.78 crores from the insurance company in respect of the inventory destroyed.

11 a. The company uses foreign currency forward contracts to hedge its risks associated with foreign currency exposures relating to the underlying transactions and firm commitments. the company does not enter into any derivate instruments for trading and speculative purposes. Forward contracts outstanding as at March 31, 2014 are Rs. 99.52 crores (2012: Rs. 24.65 crores).

b. As of balance sheet date, the company has net foreign currency exposures (in usD & euRo) that are not hedged by derivative instruments or otherwise amounting to Rs. 29.39 crores (2012: Rs. 9.94 crores).

12 For the period ended March 31, 2014, the Board of Directors of the company have recommended dividend of Rs. 0.60 per share (2012: Rs. 1.10) to equity shareholders and Rs. 0.64 per share (2012: Rs. 1.14) to class B (series-1) shareholders and aggregating to Rs. 16.34 crores (2012: Rs. 29.68 crores) including Dividend Distribution tax.

13 Figures for the previous financial period have been reworked, regrouped, rearranged and reclassified wherever necessary without any restatement on account of demerged business and merger effect given in the current period, figures are not comparable with the previous period on account of extension of the accounting period by 3 months from December 31, 2013 to March 31, 2014 and previous accounting period was for 18 Months.


Dec 31, 2012

(i) Terms/Rights Attached to Equity Shares

The company has equity shares having a par value of Rs. 2/- per share at the Balance Sheet Date. Equity Shares have been further classified in to Equity Shares carrying normal voting and dividend rights (Ordinary Shares) and Equity Shares carrying differential voting and dividend rights {Class B (Series-1) Shares}.

Each holder of Ordinary Shares, is entitled to one vote per member in case of voting by show of hands and one vote per Ordinary Shares held in case of voting by poll/ballot. Each holder of Equity Share is also entitled to normal dividend (including interim dividend, if any) as may declared by the company.

Each holder of Class B (Series -1) Shares, is entitled to one vote per member in case of voting by show of hands and three vote per four Class B (Series-1) shares held in case of voting by poll/ballot. Each holder of Class B (Series -1) Share is also entitled to 2% additional dividend in addition to normal dividend (including interim dividend, if any) as may declared by the company. Further, the Company may declare dividend only for Class B (Series-1) Share upto 2% without declaring any dividend for Equity Shares.

All other rights would be same for both classes of Equity Shares.

The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the Annual General Meeting.

In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distributions will be in proportion to the number of equity shares held by shareholder.

(iii) Term of Conversion/Redemption of Preference Shares

63,47,635 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 100/-each fully paid up aggregating to Rs. 63.48 Crores were issued under the scheme of arrangement during the year ended June 30, 2010. These shares have been converted into equity shares of Rs. 2/- each at a premium of Rs. 98/- per share on July 31, 2011.

(iv) The Company does not have any Holding Company.

(vi) Pursuant to the provisions of Section 206A of the Companies Act, 1956, the issue of 11,400 equity shares is kept in abeyance

(vii) Shares allotted as fully paid up without payment received in cash (during 5 years preceding December 31, 2012)

a. Allotted 1,59,29,152 Equity Shares of Class B (Series - 1) as fully paid-up bonus shares by utilisation of Securities Premium reserve.

b. Allotted 59,28,818 Equity Shares of Rs. 2/- each and 63,47,635, 0.01% CCPS of Rs. 100/- each as fully paid up pursuant to Scheme of Arrangement.

The estimate of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

(1) In the absence of detailed information regarding Plan Assets which is funded with Future Generally Life Insurance Company, Birla Sun Life Insurance Company Limited and India First Life Insurance Company Limited, the composition of each major category of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.

(2) The contribution expected to be made by the Company during the financial year 2013-14 is Rs. 2.68 Crores (2011-12: Rs. 2.43 Crores)

1. LEASES

The Company has entered into operating lease arrangements for fixed assets and premises. The future minimum lease rental obligation under non-cancellable operating leases in respect of these assets is Rs. 1025.22 Crores (2011:Rs. 1089.21 Crores).The Lease Rent payable not later than one year is Rs. 439.26 Crores (2011:Rs. 382.64 Crores), payable later than one year but not later than five year is Rs. 528.88 Crores (2011: Rs. 617.59 Crores) and payable later than five years is Rs. 57.08 Crores (2011: Rs. 88.98 Crores)

2. RELATED PARTY DISCLOSURES

Disclosure as required by Accounting Standard 18 "Related Party Disclosures" are given below:

A. List of related parties

1. Subsidiary Companies:

i. Futurebazaar India Limited.

ii. Future Knowledge Services Limited

iii. Future Media (India) Limited

iv. Future Agrovet Limited

v. Future Supply Chain Solutions Limited.

vi. FSC Brand Distribution Services Limited

vii. Future Value Retail Limited

viii. Future Learning and Development Limited

ix. Home Solutions Retail (India) Limited

x. Future Freshfoods Limited

xi. Winner Sports Limited

xii. Future E-Commerce Infrastructure Limited

xiii. Future Lifestyle Fashions Limited (Formerly known as Future Value Fashion Retail Limited) (w.e.f. May 31, 2012)

xiv. Splendor Fitness Private Limited (till June 29, 2012)

xv. Capital First Limited (Formerly known as Future Capital Holdings Limited (till September 27, 2012))

xvi. Future Capital Financial Services Limited (till September 27, 2012)

xvii. Future Finance Limited (till September 27, 2012)

xviii. Kshitij Investment Advisory Company Limited (till September 27, 2012)

xix. Myra Mall Management Company Limited (till July 09, 2012)

xx. FCH Securities & Advisors Limited (till June 02, 2012)

xxi. Future Capital Commodities Limited (till September 27, 2012)

xxii. Kshitij Property Solutions Private Limited (till November 30, 2011)

xxiii. Future Hospitality Management Limited (till November 30, 2011)

xxiv. Future Capital Investment Advisors Limited (till June 02, 2012)

xxv. Future Capital Home Finance Private Limited (till September 27, 2012)

xxvi. Anchor Investment & Trading Private Limited (till September 27, 2012)

xxvii. Nuzone Ecommerce Infrastructure Limited

xxviii. Future Home Retail Limited (Formerly known as Nuzone Electronics Limited)

xxix. Future Capital Securities Limited (till September 27, 2012)

2. Associates

i. Galaxy Entertainment Corporation Limited

3. Joint Ventures

i. Apollo Design Apparel Parks Limited

ii. Future Generali India Insurance Company Limited

iii. Future Generali India Life Insurance Company Limited

iv. Goldmohur Design and Apparel Park Limited

v. Integrated Food Park Private Limited

vi. Sprint Advisory Services Private Limited

vii. Shendra Advisory Services Private Limited.

viii. Staples Future Office Products Private Limited

4. Enterprises over which Key Management Personnel are able to exercises significant influence

i. Asian Retail Lighting Limited

ii. ESES Commercial Private Limited

iii. Fashion Global Retail Limited

iv. Future Corporate Resources Limited

v. Future Human Development Limited

vi. Future Ideas Company Limited

vii. Future Outdoor Media Solutions Limited

viii. Future Ventures India Limited

ix. S.J Retail Private Limited

x. Bansi Mall Management Company Private Limited

5. Key Management Personnel

i. Mr. Kishore Biyani

ii. Mr. Rakesh Biyani

iii. Mr. Vijay Biyani

iv. Mr. Kailash Bhatia (till February 09, 2012)

6. Relatives of Key Management Personnel

i. Mr. Gopikishan Biyani

ii. Ms. Ashni Biyani

iii. Ms. Godavari devi Biyani

iv. Ms. Sampat Biyani

v. Ms. Sangita Biyani

vi. Ms. Santosh Biyani

C. DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES

i. Sale of Goods and Services includes Future Value Retail Limited Rs.36.48 Crores (2011: Rs. 107.25Crores), Future Media (India) Limited Rs. 14.89 Crores (2011: Rs. 16.94 Crores), Future E-Commerce Infrastructure Limited Rs. 12.46 Crores (2011: Rs. 0.15 Crores), Future Supply Chain Solutions Limited Rs. 7.56 Crores (2011: Rs. 15.41 Crores), S.J Retail Private Limited Rs. 9.86 Crores (2011: Rs. Nil), Galaxy Entertainment Corporation Limited Rs. 1.33 Crores (2011: Rs. 0.54 Crores) Future Generali India Insurance Company Limited Rs. 0.49 Crores (2011: Rs. 0.48 Crores) Future Generali India Life Insurance Company Limited Rs. 1.45 Crores (2011: Rs. 1.56 Crores) Staples Future Office Products Private Limited Rs. 0.70 Crores (2011: Rs. 0.97 Crores), Future Ventures India Limited Rs. 17.95 Crores (2011: Rs. Nil).

ii. Purchases and other Services includes Future Supply Chain Solutions Limited Rs. 181.57 Crores (2011: Rs. 93.11 Crores), Staples Future Office Products Private Limited Rs. 139.07 Crores (2011: Rs. 80.97Crores),Future Value Retail Limited Rs. 39.99 Crores (2011: Rs. 135.00 Crores), Apollo Design Apparel Parks Limited Rs. 33.12 Crores (2011:Rs. 111.13 Crores), Goldmohur Design and Apparel Park Limited Rs. 30.52 Crores (2011:Rs. 13.99 Crores) Future Corporate Resources Limited Rs. 70.65 (2011: Rs. 61.62 Crores), Fashion Global Retail Limited Rs. 43.60 Crores (2011: Rs. 19.47 Crores)

iii. Sale of Fixed Assets includes Future Value Retail Limited Rs. 11.47 Crores (2011: Rs. 2.29 Crores), Future Supply Chain Solutions Limited Rs. 9.22 Crores (2011:Rs. Nil), Future Corporate Resources Limited Rs. 0.01 Crores (2011: Rs. Nil), S.J Retail Private Limited Rs. 0.08 Crores (2011: Rs. Nil)

iv. Purchase of Fixed Assets includes Future Value Retail Limited Rs. 45.95 Crores (2011: Rs. 3.06 Crores), Future Supply Chain Solutions Limited Rs. 8.42 Crores (2011: Rs. Nil), Future Human Development Limited Rs. 5.80 Crores (2011: Rs. 2.50 Crores), Asian Retail Lighting Limited Rs. 15.86 Crores (2011: Rs. 15.84 Crores)

v. Managerial Remuneration includes Mr. Kishore Biyani Rs. 5.73 Crores (2011: Rs. 3.82 Crores),Mr. Rakesh Biyani Rs. 5.31 Crores (2011: Rs. 3.47 Crores), Mr. Vijay Biyani Rs. 3.14 Crores (2011: Rs. 2.09 Crores), Mr.Kailash Bhatia Rs. 1.82 Crores (2011: Rs. 3.03 Crores)

vi. Sale of Investments includes Future Value Retail Limited Rs. 323.36 Crores (2011:Rs. Nil)

vii. Fresh Investments made includes Future Media India Limited Rs. 25.37 Crores (2011: Rs. Nil), Sprint Advisory Services Private Limited Rs. 12.25 Crores (2011:Rs. 42.91 Crores), Shendra Advisory Services Private Limited Rs. 10.59 Crores (2011:Rs. 20.36 Crores) Future Generali India Insurance Company Limited Rs. 21.67 Crores (2011:Rs. 42.08 Crores), Future Generali India Life Insurance Company Limited Rs. 43.61 Crores (2011:Rs. 89.25 Crores)

viii. Dividend Received includes Future Capital Holding Limited Rs. 6.68 Crores (2011: Rs. 3.48 Crores), Apollo Design Apparel Parks Limited. Rs. 1.76 Crores (2011: Rs. 0.88 Crores), Goldmohur Design and Apparel Park Limited Rs. 1.83 Crores (2011: Rs. 0.91 Crores)

ix. Deposit given includes Bansi Mall Management Company Private Limited Rs. 13.80 Crores (2011: Rs. Nil),Future Corporate Resources Limited Rs. 115.00 Crores (2011: Rs. 4.76 Crores)

x. Share Application Money paid includes Sprint Advisory Services Private Limited Rs. 8.69 Crores (2011: Rs. Nil), Future Generali India Insurance Company Ltd Rs. 5.10 Crores (2011:Rs. Nil), Shendra Advisory Services Pvt Ltd Rs.4.90 Crores (2011: Rs. Nil)

xi. Advance Given includes Galaxy Entertainment Corporation Limited Rs. 3.83 Crores (2011:Rs. Nil), Future Corporate Resources Limited Rs. 163.81 Crores (2011: Rs. 0.31 Crores)

xii. Deposit Received includes S.J. Retail Private Limited Rs. 0.34 Crores (2011: Rs. Nil)

xiii. Inter Company Deposits taken includes Apollo Design Apparel Parks Limited Rs. 25.00 Crores (2011: Rs. 25.66 Crores), Goldmohur Design & Apparel Park Limited Rs. 21.25 Crores (2011: Rs. 21.62 Crores)

3. CAPITAL AND OTHER COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 28.22 Crores (2011: Rs. 48.60 Crores).

4. CONTINGENT LIABILITIES

(Rs. In Crores)

Particulars 2011-12 2010-11

A. Claims against the Company not acknowledged as debts

i) Value Added Tax Act / Income Tax Act 5.18 Nil

ii) Others 49.56 26.78

B. Corporate Guarantees given to banks and Financial Institutions on behalf of 303.59 859.07 Group Companies

5. SEGMENT REPORTING

The Company is primarily engaged in the business of retail trade, which in terms of Accounting Standard 17 "Segment Reporting" constitutes a single reporting segment.

6. The borrowing cost capitalized during the period ended December 31, 2012 was Rs. 38.68 Crores (2011: Rs. 24.13 Crores).

7. FORFEITURE OF MONEYS RECEIVED AGAINST SHARE WARRANTS

During the period company has forfeited the warrants money of Rs.100 Crores on account of non-exercise of their conversion option by the equity warrant holders.

8. Pursuant to the levy of service tax on renting of immovable properties given for commercial use, retrospectively with effect from June 01, 2007 by the Finance Act, 2010, the company based on legal advice, challenge the levy through Retailers Association of India and its retrospective application. The Hon''ble Supreme Court had passed an interim order dated October 14, 2011. In compliance of this order company has made an aggregate deposit of Rs. 43.31 Crores in respect of the liability for such service tax for the period from June 01, 2007 up to September 30, 2011. From October 01, 2011, the company is accounting & paying for such service tax regularly as per directives of the Supreme Court. Accordingly the company has not made provision of Rs. 86.62 Crores for the period for the period June 01, 2007 to September 30, 2011 which would be appropriately recognized on final determination.

9. During the period covered by these financial statements, the Board of Directors have approved the Scheme of Arrangement between the Company and Peter England Fashions and Retail Limited ("PEFRL") and their respective shareholders and creditors and Indigold Trade and Services Limited ("ITSL"), in its capacity as shareholder of Resulting Company ("Pantaloon Demerger Scheme").

The Appointed Date for the Pantaloon Demerger Scheme is July 01, 2012 and the same envisages demerger of Pantaloon Format Division of the Company into PEFRL, an indirect wholly owned subsidiary of Aditya Birla Nuvo Limited and issue of shares of PEFRL to shareholders of the Company. Scheme had already been cleared by Stock Exchanges by issuance of clearance under clause 24F of the listing agreement and Competition Commission of India to proposed combination, Shareholders in court convened meeting and by Regional Director by submitting their observation to the Hon''ble Bombay High Court. The Scheme is pending for final hearing before the Hon''ble Bombay High Court.

The Scheme shall be given effect to in the Books with effect from the Appointed Date of July 01, 2012 upon receipt of all necessary approvals.

10. During the period covered by this financial statement, the Board of Directors have also approved the following Scheme of Amalgamation of Future Value Retail Limited ("FVRL"), wholly owned subsidiary of the Company, with The Company and their respective shareholders and creditors ("FVRL merger Scheme").

The Appointed Date for the Amalgamation Scheme is July 01, 2012 and the same envisages merger of FVRL into the Company. The petition in respect of the Scheme is to be filed before the Hon''ble Bombay High Court.

The Scheme shall be given effect to in the Books with effect from the Appointed Date of July 01, 2012 upon receipt of all necessary approvals.

11. Further the Board of Directors of the Company have also approved the Composite Scheme of Arrangement and Amalgamation between Indus-League Clothing Limited ("ILCL"), Lee Cooper (India) Limited ("LEE"), Future Ventures India Limited("FVIL"), the Company and Future Lifestyle Fashions Limited ("FLFL") and their respective shareholders and creditors ("Fashion Demerger Scheme").

The Appointed Date for the Fashion Demerger Scheme is January 01, 2013 and the same envisages demerger of various fashion format divisions of the Company including "Central", "Brand Factory", "Planet Sports" and "aLL" with a view to unlock value for shareholders.

12. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues which are outstanding for more than 45 days during the period. This information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

13. For the period ended December 31, 2012 the Board of Directors of the Company have recommended dividend of Rs.1.10 per share (2011: Rs. 0.90) to equity shareholders and Rs. 1.14 per share (2011: Rs. 1.00) to Class B (Series-1) shareholders and aggregating to Rs. 29.68 Crores (2011: Rs. 23.56 Crores) including Dividend Distribution Tax.

14. a. The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency exposures relating to the underlying transactions and firm commitments. The Company does not enter into any derivative instruments for trading and speculative purposes.

Forward contracts outstanding as at December 31, 2012 are Rs. 24.65 Crores (2011: Rs. 46.78 Crores).

b. As of balance sheet date, the company has net foreign currency exposures (In USD) that are not hedged by derivative instruments or otherwise amounting to Rs. 9.94 Crores (2011:Rs. Nil).

15. TAX CHARGES

Tax Expenses comprise of current tax and deferred tax. The provision for current income tax is the aggregate of the balance provision for 9 months ended March 31, 2012 and the estimated provision based on the taxable profit of remaining 9 months up to December 31, 2012 the actual tax liability, for which, will be determined on the basis of the results for the period April 01, 2012 to March 31, 2013.

16. During the period, company has allotted 81, 63,265 Equity Share of Rs. 2/- each at a premium of Rs. 243/- on preferential basis.

17. PREVIOUS YEAR FIGURES

The financial statements for the year ended June 30, 2011, had been prepared as per the applicable and pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the 18 months ended December 31, 2012 are prepared as per the Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year''s classification. The adoption of Revised Schedule VI for previous year figures does not impact any recognition and measurement principles followed for the preparation of financial statements. The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Current period figures are not comparable with the previous year on account of extension of the accounting period by 6 months from July 01, 2012 to December 31, 2012.


Jun 30, 2010

1. The previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceeding year included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year. Current year figures are not comparable with the previous year due to business restructuring.

2. Demerger of Business Undertaking of Home Solutions Retail (India) Limited into the Company (HSRIL Scheme)

Pursuant to the Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay on August 24, 2010, entire assets and liabilities pertaining to business undertaking except Collection i of Home Solutions Retail (India) Limited (HSRIL), a 66.86% subsidiary of the Company, were transferred and stand vested in the Company as a going concern, effective from April 1,2009 ("Appointed Date").The Company has filed the certified copy of the court order approving the HSRIL Scheme with the Registrar of Companies (ROC), Mumbai on August 27, 2010 as required under applicable provisions of the Companies Act, 1956. Accordingly, the said scheme became effective from the Appointed Date on August 27, 2010 (Effective Date).

Salient features of the Scheme are as under:

(a) With effect from the 1st day of April, 2009 ("Appointed Date"), all the assets and liabilities of the demerged Business Undertaking of HSRIL shall be transferred and vested into the Company.

(b) In consideration of the HSRIL Scheme, the Company will issue :

i. 59,28,818 Equity shares of face value Rs. 21- each fully paid up aggregating to Rs. 1.19 Crores to the equity shareholders of HSRIL other than the Company; and

ii. 63,47,635 0.01% Compulsorily Convertible Preference Shares of face value of Rs.100/- each fully paid up aggregating to Rs. 63.48 Crores to the equity shareholders of HSRIL other than the Company.

Pending issue of these Equity Shares and, Compulsorily Convertible Preference Shares a sum of Rs. 64.66 Crores has been shown as Share Capital pending allotment.

Accounting (As per the approved scheme)

a. The Company has recorded all the assets and liabilities, pertaining to the Business Undertaking of HSRIL, at the respective book values appearing in the books of HSRIL.

b. Loans and advances and other dues outstanding between the Company and the Business Undertaking of HSRIL are cancelled.

c. The difference of Rs. 64.06 Crores between shares to be issued by the Company pursuant to HSRIL Scheme and the net assets of the Business Undertaking acquired are adjusted in the Securities Premium Account of the Company.

d. Company has revalued its investment in HSRIL at its fair values, and adjusted the difference between the book value of the investments and the fair value of the investments against Securities Premium Account.

e. All costs, charges, taxes including duties, levies and all other expenses (including those of the HSRIL) arising out of, or incurred in carrying out and implementing HSRIL Scheme, aggregating to Rs. 2.00 Crores are adjusted in the Securities Premium Account in the books.

f. The results of the operation of Business Undertaking of HSRIL for the period April 1, 2009 to June 30, 2009 has been reflected as exceptional item in the Profit and Loss Account.

3. Demerger from the Company (FMML Scheme)

Pursuant to the Scheme of Arrangement approved by the Honble High Court of Judicature at Bombay on August 24, 2010, entire assets and liabilities of Mall Management Undertaking and Project Management Undertaking of the Company were transferred to Future Mall Management Limited ("FMML), a wholly owned subsidiary (WOS) of the Company and Mall Asset Management Undertaking and Food Services Undertaking of the Company were transferred to Future Merchandising Limited ("FML"), a WOS of FMML, effective from April 1, 2010 ("Appointed Date"). The Company has filed the certified copy of the court order approving the FMML Scheme with the Registrar of Companies (ROC), Mumbai on August 28, 2010 as required under applicable provisions of the Companies Act, 1956. Accordingly, the said scheme became effective from the Appointed Date on August 28, 2010 ("Effective Date").

Salient features of the Scheme are as under:

(a) With effect from the 1st day of April, 2010 ("Appointed Date"), Mall Management Undertaking and Project Management Undertaking of the Company shall be transferred and vested into FMML and Mall Asset Management Undertaking and Food Services Undertaking of the Company shall be transferred and vested into FML.

(b) In consideration of the demerger of the said undertakings to FMML and FML, FMML will issue shares to the shareholders of the Company in following ratio:

(i) 1 fully paid Equity Share of Rs. 10/- each of FMML shall be issued and allotted for every 20 Equity Shares of Rs. 21- each held in the Company.

(ii) 1 fully paid Equity Share ofRs. 10/- each of FMML shall be issued and allotted for every 20 Class B (Series 1) shares of X 21- each held in the Company.

(iii) 1 fully paid up Equity Share of Rs. 10/- each of FMML shall be issued and allotted for every 20 compulsory convertible preference shares of Rs. 100/- each held in Company.

Fractional shares entitlement would be consolidated in the hands of one person nominated by FMML Board and Equity shares will be issued and allotted to such person to be sold by him after listing.The sale proceeds of these shares will be proportionately distributed to shareholders who were entitled to such fractional shares.

Accounting (As per the approved scheme)

a. The book values of the assets and liabilities pertaining to the Mall Management Undertaking and Project Management Undertaking transferred by the Company to FMML and Mall Asset Management Undertaking and Food Services Undertaking transferred by the Company to FML are reduced from the book values of the assets and liabilities appearing in the books of the Company.

b. Investment of the Company in FMML has been cancelled.

c. The difference of the book value of assets transferred over the book value of liabilities transferred and cancellation of investments in FMML has been adjusted against the balance in the Securities Premium Account of the Company.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 29.68 Crores (2009: 54.06 Crores).

5. Contingent Liabilities not provided for : (Rs. in Crores)

Particulars 2009-10 2008-09

A. Claims against the Company not acknowledged as debts

i) Value AddedTax Act 0.29 0.41

ii) Others 4.79 6.35

B. Corporate Guarantees given to banks and Financial 3519.47 79.12 Institutions on behalf of Group Companies

C. Total Guarantees by banks on behalf of the company and 22.60 25.62 Group Companies

6. Secured Loans: Amount Outstanding (Rs. in Crores)

A. Non Convertible Debenture

Secured by pari passu first charge on fixed assets (excluding specific fixed assets charged in favour of exclusive charge lender) 500.00

Debentures referred as above are redeemable at par, in one or more installments. The Debentures are redeemable as follows: ^ 375.00 Crores in financial year 2014-15, Rs. 125.00 Crores in 2015-16

7. Of the unsecured loans, amount repayable within one year is Rs. 99.61 Crores (2009: 7NM) and of the Secured Loans amount repayable within one year is Rs. 130.97 Crores (2009: Rs. 286.47 Crores).

8. Future interest liabilities in respect of assets of the value of Rs. 3.16 Crores (2009: Rs. 3.16 Crores) acquired on hire purchase basis is Rs. 0.24 Crores (2009: Rs. 0.41 Crores).

9. Interest allocated against fixed assets amounts to Rs. 18.84 Crores (2009: Rs. 23.56 Crores).

10. The Company has entered into operating lease arrangements for fixed assets and premises.The future minimum lease rental obligation under non-cancellable operating leases in respect of these assets is Rs. 1069.63 Crores (2009: 716.88 Crores). The Lease Rent payable not later than one year is Rs. 325.93 Crores (2009 : 293.16 Crore), payable later than one year but not later than five year is Rs. 634.29 Crores (2009 : 348.96 Crores) and payable later than five years is K 109.41 Crores (2009 : 74.76 Crores)

11. a) During the year company has issued and allotted 15,822,200 Equity shares of Rs. 21- each at a premium of Rs. 314/- by way of Qualified Institutional Placement.

b) During the year company has issued 1,00,00,000 warrants on preferential allotment basis, which can be converted to same number of equity shares at the option of the holders within 18 months from the date of allotment of the warrants at a premium of Rs. 398/- per share.

12. The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said Act have not been given.

13. Related Party Disclosure

Disclosure as required by the accounting Standard 18 "Related Party Disclosure" are given below: a) List of Related Parties Subsidiaries

1. Ambit Investment Advisory Company Limited

2. Axon Development Solutions Limited

3. CIG Infrastructure Private Limited

4. FLSL Distribution Services Limited

5. Future Agrovet Limited

6. Future Brands Limited (Subsidiary till 22.05.2010)

7. Future Capital Financial Services Limited

8. Future Capital Holdings Limited

9. Future Consumer Enterprises Limited (Subsidiary till 31.05.2010)

10. Future Consumer Products Limited (Subsidiary till 29.06.2010)

11. Future E-Commerce Infrastructure Limited

12. Future Finance Limited

13. Future Hospitality Management Limited

14. Future Knowledge Services Limited

15. Future Learning and Development Limited

16. Future Mall Management Limited (Subsidiary till 31.03.2010)

17. Future Media (India) Limited

18. Future Merchandising Limited (Subsidiary till 31.03.2010)

19. Future Mobiles and Accessories Limited

20. Future Supply Chain Solutions Limited (Formerly known as Future Logistic Solutions Limited)

21. Future Value Retail Limited (Formerly known as Pantaloon Future Ventures Limited)

22. Futurebazaar India Limited

23. Home Solutions Retail (India) Limited

24. Indivision Investment Advisors Limited

25. Kshitij Investment Advisory Company Limited

26. Kshitij Property Solutions Private Limited

27. Myra Mall Management Company Limited

28. Pairs Retail India Limited (Formerly known as Home Lighting India Limited (Subsidiary till 03.01.2010)

29. Winner Sports Limited (Formerly known as Winner Sports Private Limited)

Associate Companies/Firms

1. Bansi Mall Management Company Private Limited

2. Aashirwad Malls Private Limited

3. Shreya Mall Management Private Limited

4. Future Ventures India Limited

5. KB Mall Management Company Limited

6. Nishta Mall Management Company Private Limited

7. Iskrupa Mall Management Company Private Limited

8. Manz Retail Private Limited

9. Unique Malls Private Limited

10. Acute Realty Private Limited

11. Niyaman Mall Management Company Private Limited

12. Future Corporate Resources Limited (Formerly known as PFH Entertainment Limited)

13. Idiom Design & Consulting Limited

14. Future Ideas Company Limited

15. Pantaloon Industries Limited

16. Galaxy Entertainment Corporation Limited

Key Management Personnel

1. Mr. Kishore Biyani - Managing Director

2. Mr. Gopikishan Biyani -Whole time Director (till 31.03.2010)

3. Mr. Rakesh Biyani -Whole time Director

4. Mr. Vijay Biyani -Whole time Director (W.e.f. 26.09.2009)

5. Mr. Kailash Bhatia-Whole time Director (W.e.f. 01.04.2010)

Relatives of Key Management Personnel

1. Mr. Anil Biyani

2. Mrs. Godavari Devi Biyani

3. Mrs. Sangita Biyani

4. Mrs. Sampat Biyani

5. Mrs. Santosh Biyani

c) Disclosure in respect of material Related Party Transactions during the year :

(i) Sales and Operating Income includes Future Learning and Development Limited Rs.14.19 Crores (2009: Rs. 0.23 Crores),Talwalkars Pantaloon Fitness Private Limited Rs. 2.02 Crores (2009: Rs. 2.45 Crores), Staple Future Office Products Private Limited Rs. 2.02 Crores (2009:Rs. 0.24 Crores), Future Value Retail Limited Rs. 271.84 Crores(2009: Nil), Future Knowledge Services Limited Rs. 21.79 Crores (2009: 0.06 Crores), Pantaloon Industries Limited Rs. 80.26 Crores (2009 : NIL)

(ii) Purchases includes Future Mobile and Accessories Limited Rs. 87.32 Crores (2009: Rs. Nil), Future Agrovet Limited Rs. 276.96 Crores (2009: Rs. 268.91 Crores), Winner Sports Limited Rs. 56.51 Crores (2009:Rs. 6.87 Crores), Pantaloon Industries Limited Rs. 31.85 Crores (2009 : 42.38 Crores)

(iii) Sale of Fixed Assets includes Future Value Retail Limited Rs. 0.59 Crores (2009: Rs. Nil), Future Knowledge Services Limited Rs. 0.43 Crores (2009: Rs. 2.22 Crores), Pantaloon Industries Limited Rs. 1.66 Crores (2009 : NIL)

(iv) Expenditure on services and others includes Future Media (India) Limited Rs.6.30 Crores (2009: Rs. 3.29 Crores), Future Mobiles and Accessories Limited Rs. 2.39 Crores (2009: Rs. Nil) and Future Learning and Development Limited Rs. 6.44 Crores (2009: Rs. 4.83 Crores), Future Capital Holdings Limited t 7.09 Crores (2009: 0.08 Crores), Bansi Mall Management Company Private Limited Rs. 18.32 Crores (2009 : 0.80 Crores), Future Corporate Resources Limited Rs. 48.16 Crores (2009 : 65.84 Crores),

Mr. Anil Biyani 7 0.04 Crores (2009:0.003 Crores), Mrs. Godavari Devi Biyani 7 0.06 Crores (2009: Nil), Mrs. Sampat Biyani Rs. 0.01 Crores(2009:0.006 Crores), Mrs. Sangeeta Biyani 7 0.06 Crores (2009:0.06 Crores), Mrs. Santosh Biyani 7 0.06 Crores (2009 : Nil)

(v) Purchase of Fixed Assets including CWIP includes Future Knowledge Services Limited Rs. 34.91 Crores (2009: Rs. 12.86 Crores), Idiom design and consulting limited 7 1.90 Crores (2009 : Nil)

(vi) Deposit given includes Pantaloon Industries Limited Rs. 3.00 Crores (2009 : Nil)

(vii) Advance given includes Future Idea Company Limited Rs. 0.30 Crores (2009 : Nil)

14. Sundry Debtors

Sundry Debtors includes amount due from the following companies under the same management

Future Media (India) Limited X 10.95 Crores (2009: 20.55 Crores), Future Mobiles & Accessories Limited Rs. 1.55 Crores (2009: 10.81 Crores), Future Mall Management Limited Rs.0.05 Crores (2009:Nil), Indivision Investment Advisors Limited Rs. 0.48 Crores (2009: Nil), Future Value Retail Limited X 38.20 Crores (2009: Nil), Future E-Commerce Infrastructure Limited Rs. Nil (2009 :1.17 Crores), Future Supply Chain Solutions Limited Rs. Nil (2009:5.24 Crores).

15. Additional information in pursuance of the provisions of the paragraph 3, 4C, 4D, Part II of Schedule VI of the Companies Act, 1956, are as certified by the Management of the Company.

16. As approved by the shareholders, the company had transferred its Value Retail business, as a going concern, to its 100% subsidiary Future Value Retail Limited, with effect from 1st January 2010.

17. The Board of Directors, subject to approval of members, have recommended a dividend of 7 0.80 (40%) per ordinary equity share and 7 0.90 (45%) per class B share (Series 1)&0.01%on compulsory convertible preference share.

18. The Company continues to retain 11,400 shares of rights issue under abeyance.

19. The Company regards the business retail as a single reportable segment. Accordingly, Segment information is not being disclosed pursuant to the provision of Accounting Standard 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India.

20. The Book value of certain unquoted long term investments is lower than cost, considering the strategic and long term nature of the investments, in the opinion of the management such decline is temporary in nature and accordingly no provision is necessary for the same.

21. The High Courts of various states have granted an interim stay against recovery of service tax on renting of immovable property arising out of amendment to section 65(105)(zzzz) retrospectively from 01.06.2007 introduced by Finance Act 2010.Accordingly no provision has been made for 7 29.07 Crores towards service tax liability.The amount involved in the year ended June 30, 2009 was 715.65 Crores.

 
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