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Notes to Accounts of McDowell Holdings Ltd.

Mar 31, 2015

Note :

87,86,000 shares of United Breweries Limited are under pledge to secure the borrowing availed by the Company as well as Group Companies. The carrying cost of such investments is Rs. 240.90 million and the market value is Rs. 8,807.97 million.

1. The company has provided corporate guarantee, pledge besides cash margins retained by the bank all totaling to Rs, 330.17 core in favor of a lender to secure the borrowings of certain group companies. Of the cash margin amounting to Rs, 18.11 core, the lender has appropriated a sum of Rs, 10.98 core, for the dues of one of the borrowers. The Board of Directors has reviewed and carried out a critical appraisal of the amount recoverable from the borrower entity and, taking into consideration its financial ability to repay and, as a matter of prudence, has provided for the entire amount of Rs, 10.98 core due from this entity.

Although the said lender has also invoked the corporate guarantee and pledge of securities and demanded repayment of loans amounting to Rs, 312.06 core, the borrowers are in negotiation with lender and are regular in servicing their respective obligations. Hence, the company continues to treat its obligations as contingent.

2. The company's net worth, taking into account the market value of investments, would be more than adequate to meet all its liabilities and continue to operate in the future. Accordingly, the accounts of the company are presented on principles applicable to a going concern.

3. An amount of Rs, 61.64 cores (including interest) is due from a Group company, which has substantial marketable assets, in view of which no provision is considered necessary at this time.

4. The Company is registered with Reserve Bank of India as a Non-Banking (no deposit accepting) Financial Company. Certain regulatory requirements prescribed by the Reserve Bank of India under NBFC Regulations could not be met by the Company during the year. The matter is being addressed by the Board of Directors to fnd a suitable solution.

5. The position of Managing Director fell vacant on 12th May 2014 and efforts are being made to identify a successor. The Company presently does not have any Managerial Personnel namely Managing Director and Chief Financial Offer.

6. Decline in the carrying value of long term investments of Rs, 30.30 cores, is considered temporary, having regard to the strategic nature of such investments.

7. There is no income tax liability on the profits of the year, taking into account the exempted profit on sale of securities. Further, having regard to the adjustments required to be made to the book profit in respect of write off of certain advances against the provision made for such advances, there would also not be any liability on account of Minimum Alternate Tax.

8. Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil (Previous year Rs, Nil).

9. Figures for the previous year have been regrouped /reclassified where ever necessary.

10. Figures in the Balance Sheet, Statement of Profit and Loss and Schedules have been rounded off to the nearest rupee.

Notes:

1. Income under the segment 'investments' represents dividends received and profit on sale of investments.

2. Segment results represent profit / (loss) before tax and provision for doubtful loans & advances.

3. Segment assets include Non- Current Assets and Current Assets.

4. Segment liabilities include Non-Current Liabilities and Current Liabilities.

11. Segmental reporting:

Segment-wise business performance for the year ended March 31, 2015 is as follows:

12. The Company has adopted Accounting Standard - 20, "Earning Per Share" for calculation of EPS and the disclosures in this regard are as given below:

1. fast profit in paragraph 2(1) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (4) above.


Mar 31, 2014

1. Nature of Companies Operations

In terms of a Composite Scheme of arrangement sanctioned by the Hon''ble High Court of Karnataka, the investment business of McDowell & Company Limited (now known as United Spirits Limited), was demerged into McDowell India Spirits Limited (now known as McDowell Holdings Limited) with retrospective effect from the opening hours of April 1, 2005. As a part of the Scheme, the name of the Company was changed from McDowell India Spirits Limited to McDowell Holdings Limited.

The Company has obtained registration from the Reserve Bank of India, to carry on the business of a Non- Banking (Non Deposit accepting) Financial Company. Presently, the company is engaged in the business of investment and financing.

2.1 The Company has provided Corporate Guarantee and created pledge on 6.3 million equity shares in United Breweries Limited, held by it in favour of a lender to secure their lendings to certain Group Companies and the total amount outstanding as on 31st March 2014 is Rs. 496 crores. Three of such borrowers have committed acts of defaults and the lender has demanded repayment of a sum of Rs. 337.52 crores due from them. Simultaneously, the lender has invoked the corporate guarantee and exercised its right of pledge provided by the Company to realize the above dues. The Company is in negotiation with the lender, to restore the facility made available to the defaulting borrowers. No adverse action has been taken against the Company. Pending final outcome of the negotiations, the company continues to recognize its obligation as contingent liabilities

2.2 The Company has prepared its financial statements on a going concern basis, having regard to the ongoing negotiation with the lender who has invoked the corporate guarantee and exercised its right of pledge over the shares pledged by the company, to restore the facilities to the borrower on whose behalf the relevant guarantees were extended.

2.3 The Company has advanced a sum of Rs. 50.88 Crores to a Group Company, which is a defendant in several litigations and also winding up petitions before the Hon''ble High Court of Karnataka. The company has treated the amount as good and recoverable on the assumption that the litigations and the petitions against the borrowers would be resolved in favour of the borrower.

2.4 The Company is registered with Reserve Bank of India as a Non-Banking (Non-deposit accepting) Financial Company. Certain regulatory requirements prescribed by the Reserve Bank of India under the NBFC Regulations could not be met by the Company during the year. The matter is being addressed by the Board of Directors to find a suitable solution.

2.5 The Company along with other constituents of the UB Group is a party to an agreement entered into between the UB Group and Adventz Group in respect of their respective shareholding in Mangalore Chemicals and Fertilizers Limited. Further, the Company has also joined Zuari Fertilizers and Chemicals Limited, a part of Adventz Group, in making a competing offer under Regulation 20 of the SEBI (SAST) Regulations, 2011, as amended, for acquisition of up to 3,08,13,939 equity shares of Rs. 10 each from the public shareholders of Mangalore Chemicals and Fertilizers Limited by Zuari Fertilisers and Chemicals Limited at a price of Rs. 68.55 per equity share. In terms of the agreement, Zuari Fertilisers and Chemicals Limited has agreed to acquire all the shares that will be tendered in the competing offer and all financial obligations, costs, charges and expenses including payment of consideration to Public Shareholders in terms of the SEBI Regulations will be borne by Zuari Fertilisers and Chemicals Limited alone. SEBI has issued its ''No objection'' for the open offer subject to receipt of approval from the Competition Commission of India.

2.6 The Company is carrying certain investments at a carrying cost of Rs 30.30 Crores. There is substantial erosion in the market price of these investments. The company is of the opinion that the diminutions in the value of the shares are temporary in nature and accordingly, has not made any provision for such diminution.

2.7 The Board of Directors has reviewed and carried out a critical appraisal of the amount recoverable from Bangalore Beverages Limited and, taking into consideration its financial ability to repay and, as a matter of prudence, has provided for the entire amount of Rs. 20.50 Crores due from this entity.

2.8 Estimated amount of contracts remaining to be executed on capital account and not provided for is Rs. Nil (Previous year Rs. Nil)

2.9 Contingent Liability:

a) Guarantee given on behalf of other body corporate amounting to Rs. 228.34 Crore (PY Rs. 250 Crore).

b) Obligation of third parties secured by pledge of its shares by the Company Rs. 109.18 Crore (PY Rs. Nil).

2.10 Figures for the previous year have been regrouped /reclassified where ever necessary.

2.11 Figures in the Balance Sheet, Statement of Profit and Loss and Schedules have been rounded off to the nearest rupee.

Notes:

1. Income under the segment ''investments'' represents dividends received and profit on sale of investments.

2. Segment results represent profit / (loss) before tax and provision for doubtful loans and advances.

3. Segment assets include Non- Current Assets and Current Assets.

4. Segment liabilities include Non-Current Liabilities and Current Liabilities.

Notes:

1. As defined in paragraph 2(1) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directors, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of invest- ments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed ir- respective of whether they are classified as long term or current in (4) above.


Mar 31, 2013

1. Nature of Companies Operations

In terms of a Composite Scheme of Arrangement sanctioned by the Hon''ble High Court of Karnataka, the investment business of McDowell & Company Limited (now known as United Spirits Limited), was demerged into McDowell India Spirits Limited (now known as McDowell Holdings Limited) with retrospective effect from the opening hours of April 1, 2005. As a part of the Scheme, the name of the Company was changed from McDowell India Spirits Limited to McDowell Holdings Limited.

The Company has obtained registration from the Reserve Bank of India, to carry on the business of a Non-Banking (Non Deposit accepting) Financial Company. Presently, the company is engaged in the business of investment and financing.

2.1 Figures for the previous year have been regrouped/reclassified wherever necessary.

2.2 Figures in the Balance Sheet, Statement of Profit and Loss account and Schedules have been rounded off to the nearest rupee.


Mar 31, 2012

A. Terms and rights attached to equity shares

The company has only one class of shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share

The company declares and pays dividends in Indian rupees. The dividend proposed by the board of directors is subject to the approval of the shareholders in the Annual General Meeting.

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

b. Shares reserved for issue under options

Pursuant to the approval of the shareholders under section 81 (1A) of the Companies Act, 1956, at the Extraordinary General Meeting held on March 25, 2011, the Company allotted 1,751,290, 10% Optionally Convertible Debentures of the face value of Rs. 100/- ("OCDs") each, to Kingfisher Finvest India Limited, one of the promoters of the Company on preferential basis.

The Company on March 31, 2011, allotted 605,000 equity shares of Rs. 10/- each, to Kingfisher Finvest India Limited, pursuant to the conversion of 812,031, OCDs, at a conversion price of Rs. 134.22 per equity share, in accordance with the SEBI Regulations.

The Company on August 8, 2011, allotted 635,000 equity shares of Rs. 10/- each, to Kingfisher Finvest India Limited, pursuant to the conversion of 641,350, OCDs, at a conversion price of Rs. 101/- per equity share, in accordance with the SEBI Regulations.

As on March 31, 2012, Kingfisher Finvest India Limited has the option to convert the balance OCDs of 297,909 to equity shares, which they converted into equity shares on April 17, 2012. Pursuant to that the company allotted 607,977 equity shares at a conversion price of Rs. 49/- per equity shares.

1.1 Related Party disclosures as required as per Accounting Standard (AS-18) are as below: Associate: United Breweries (Holdings) Limited

1.2 Estimated amount of contracts remaining to be executed on capital account and not provided for is Rs. Nil (Previous year Rs. Nil).

1.3 Information under paragraphs of 4C and 4D of part II of Schedule VI of the Companies Act, 1956 are not furnished, as they are not applicable.

1.4 Figures for the previous year have been regrouped /reclassified to conform to Revised Schedule VI of the Companies Act, 1956.

1.5 Figures in the Balance Sheet, Profit and Loss account and Schedules have been rounded off to the nearest rupee.

Notes:

1. Income under the segment 'investments' represents dividends received and profit on sale of investments.

2. Segment results represent profit before tax.

3. Segment assets include Investments, Current Assets, Loans and Advances.

4. Segment liabilities include unsecured loan, current liabilities and provisions.

1.8 Investments:

7,026,828 shares in Mangalore Chemicals & Fertilizers Limited, 9,530,000 shares in United Breweries Limited, 5,260,002 shares in United Breweries (Holdings) Limited, 452,243 share of UB Engineering Limited are under pledge against the borrowings availed by a Group Company. The carrying cost of these investments is Rs. 441.279 Million and the market value is Rs. 5,811.760 Million.

N0tes. Compiled by : Dio

1. The proxy form duly completed must reach the Registered office of the Company not less than 48 hours before the time for holding the meeting. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member.

2. Members attending the Annual General Meeting are requested to bring with them the following:

(a) Copy of the Annual Report and Notice, as no copies thereof would be distributed at the meeting.

(b) The Attendance Slip duly completed and signed as per the specimen signature lodged with the Company. The Company would accept only the Attendance Slip from a Member actually attending the Meeting or from the person attending as a duly registered proxy. Attendance Slips of Members / valid proxies, not personally present at the Meeting or relating to proxies which are invalid, will not be accepted from any other member / person. The Meeting is for Members or their Proxies only. Please avoid being accompanied by non-members and / or children.

3. To facilitate members, registration of attendance will commence at 1.30 p.m.

 
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