Annual Report 2011 - 2012 - United Breweries Limited

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Notes to Financial Statements (contd.)(All amounts in Rs.lacs, unless otherwise stated)b) As UMBL was a wholly owned subsidiary of the Company, no consideration was payable pursuant toamalgamation of UMBL with the Company.c) Accounting for Amalgamation:The amalgamation of UMBL with the Company is accounted for on the basis of the Pooling of InterestMethod as envisaged in the Accounting Standard (AS) -14 on Accounting for Amalgamations specified in theCompanies (Accounting Standard) Rules, 2006 and in terms of the scheme, as below,– All asset and liabilities of UMBL were recorded at their respective book values under the respectiveaccounting heads of the Company.– Rs.4,668 being the difference between the value of net assets of UMBL transferred to the Company(determined as stated above) and the carrying value of the Company’s investment has been adjusted toCapital/General Reserve of the Company.– The inter company balances and transactions stood cancelled.UMBL was engaged in the brewing business.Pursuant to all the schemes referred to in A to E above, the bank accounts, agreements, licences and certainimmovable properties of the transferor companies are in the process of being transferred in the name of theCompany.Pursuant to the schemes referred to in II A to E above, the Authorized Share Capital of the Company standsincreased and reclassified, without any further act or deed on the part of the company, including payment of stampduty and Registrar of Companies fees, by Rs.57,340 comprising of 3,320,000,000 Equity Shares of Re.1 each and24,140,000 Preference Shares of Rs.100 each, being the authorized share capital of the transferor company, andMemorandum of Association and Articles of Association of the Company stand amended accordingly withoutany further act or deed on the part of the company.The Summary of additions/(deletions) to/(from) of Capital Reserve/General Reserve arising out each of theamalgamating entities is given below:Particulars General Reserve Capital ReserveExpenses relating to mergers — (358)Arising on amalgamating ABDL — (450)Arising on amalgamating MAPL — 40,373Arising on amalgamating EBL 127 (13,772)Arising on amalgamating UBN (6,134) 6,623Arising on amalgamating CBPL 230 1,415Arising on amalgamating MBIL (21,397) (9,118)Arising on amalgamating UMBL (2,778) (1,890)DTA arising on amalgamation 8,387 —Total (21,565) 22,823Resultant capital reserve on amalgamation 1,258The shares outstanding to be issued in respect of amalgamation of UBNPL, CBPL and MBIL were disclosed as sharecapital pending allotment in the financial statements for the year ended March 31, 2011 pending completion ofallotment formalities. These shares have been alloted during the year ended March 31, 2012.62iii. Subsequent to the amalgamation of UBNPL, EPL, CBPL, UBAPL, UMBL and MBIL with the Company as indicatedabove, the Company has initiated the process of obtaining its name recorded in the state excise records andwith other regulatory authorities in place of UBNPL, EBL, CBPL, UBAPL, UMBL and MBIL. Pending completionof these formalities, the name of UBNPL, EBL, CBPL, UBAPL, UMBL and MBIL are continued to be used invarious documents, records, invoices and vouchers etc.iv. On 7th February 2012, the Company has obtained Board approval for amalgamation of Scottish & NewcastleIndia Private Limited with an appointed date of April 1, 2012. Applications have been filed with HonourableHigh Court of Karnataka for necessary approvals.
Notes to Financial Statements (contd.)(All amounts in Rs.lacs, unless otherwise stated)39. RELATED PARTY DISCLOSURESA. Related parties with whom transactions have taken place during the yearSubsidiary:Associate:Maltex Malsters Limited (MML)United East Bengal Football Team Private Limited (UEBFTPL)Entity which has significant influence: a) Scottish & Newcastle India Limited (SNIL)b) United Breweries (Holdings) Limited (UBHL)Others:a) Scottish & Newcastle Limited (S&N)b) Heineken UK Limited, holding company of SNIL and subsidiary ofScottish & Newcastle Limitedc) Scottish & Newcastle UK Limited (SNUK), Subsidiary ofScottish & Newcastle Limitedd) Scottish & Newcastle India Private Limited (SNIPL), subsidiary ofHeineken UK Limitede) Heineken International B.V.f) Heineken Romania S.A.g) Heineken Brouwerijen B.V.h) Heineken Supply Chain B.V.i) Force India F1 Team Limited (Force India)Key Management Personnel (KMP): Mr. Kalyan GangulyMr. Guido de BoerRelative of KMPMrs. Suparna Bakshi Ganguly (Wife of Mr. Kalyan Ganguly)B. Transactions with related parties during the year:MML UEBFTPL UBHL FORCE INDIA KMP2012 2011 2012 2011 2012 2011 2012 2011 2012 2011Sale of goods [including sales— — — 1,187 961 — — — —taxes / VAT]Sponsorship and other payments 29 — 911 503 15 6 1,376 973 — —Lease rentals/processing charges 1,156 66 — — 61 64 — — — —Royalty on logo — — — — 662 662 — — — —Interest paid 23 18 — — — — — — — —Payments (for supplies including 1,222 57 911 503 (608) (255) 462 1,171 — —loan in cash or kind)#Remuneration to Directors* — — — — — — — — 894 581Amount due from/(to) (120) (134) (18) (18) 104 263 — 914 — —*Kalyan Ganguly: Rs.670 (2011: Rs.415), Guido de Boer: Rs.224 (2011: Rs.166)#Figures in brackets indicate amounts receivedC. Transactions with Heineken Group(1) Transactions with SNILBalance of preference share capitalRs.7,407 (2011: Rs.24,690)Dividend on aboveRs.242 (2011: Rs.741)Redemption of preference share capitalRs.17,283 (2011: Rs.NIL)Final dividend on equity sharesRs.630 (2011: Rs.399)(2) Transaction with Heineken UK Ltd.Purchase of raw materialReimbursements(3) Transaction with Heineken Romania S.A.Mould development chargesRs.2 (2011: Rs.7)Rs.2 (2011: Rs.1)Rs.NIL (2011: Rs.1)63
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CONTENTSReport of the Directors 1Re
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Chairman’s Statement (contd.)whic
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March 31, 2012 stood at Rs.1,005.1
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Half Marathon and Bangalore World 1
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Your Company is implementing severa
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Report of the Directors (contd.)CON
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Report of the Directors (contd.)CAU
Page 18 and 19: Annexure to Directors’ Report (co
Page 20 and 21: Report on Corporate Governance (con
Page 24 and 25: • To appoint/remove Registrar and
Page 34 and 35: f) Training of Board Members:Having
Page 36 and 37: Annexure to Auditor’s Report30Ref
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Page 40 and 41: Balance Sheet as at March 31, 2012(
Page 42 and 43: Cash Flow Statement for the year en
Page 44 and 45: 38Notes to Financial Statements(All
Page 46 and 47: Notes to Financial Statements (cont
Page 48 and 49: Preference SharesNotes to Financial
Page 50 and 51: 6. LONG-TERM BORROWINGSNotes to Fin
Page 52 and 53: 7. DEFERRED TAX LIABILITIES (NET)No
Page 56 and 57: As atMarch 31, 2012Notes to Financi
Page 66 and 67: c) Accounting for Amalgamation:The
Page 70 and 71: (4) Transaction with Heineken Brouw
Page 72 and 73: STATEMENT PURSUANT TO SECTION 212(1
Page 74 and 75: Consolidated Balance Sheet as at Ma
Page 76 and 77: Consolidated Cash Flow Statement fo
Page 78 and 79: Notes to Consolidated Financial Sta
Page 80 and 81: Notes to Consolidated Financial Sta
Page 82 and 83: Preference sharesNotes to the Conso
Page 84 and 85: 6. LONG-TERM BORROWINGSNotes to the
Page 86 and 87: 8. PROVISIONSNotes to the Consolida
Page 88 and 89: Notes to the Consolidated Financial
Page 100 and 101: - All asset and liabilities of the
Page 106 and 107: 45. DERIVATIVE INSTRUMENTSParticula
Page 108 and 109: 102Notes:
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