The proposed investment is of upto INR1,340 million into Future Consumer Enterprise Limited ("FCEL" or the "company") in the form of compulsorily convertible debentures and common shares. FCEL, alongwith two other sister companies - Future Retail Limited (FRL) and Future Lifestyle Fashions Limited ("FLFL"), are part of what is herein referred to as the Future Group (the "group"). All 3 entities - FRL, FCEL and FLFL - are listed on the Bombay Stock Exchange (BSE).The Future Group is India's largest domestic retailer with operations spread over 18 million square feet with a presence in multiple retail formats. The group started its retail operations by opening its flagship store "Pantaloons" in 1997. Subsequently, the group has forayed into various formats ranging from hypermarkets (Big Bazaar) and supermarkets (Food Bazaar) to electronic stores (eZone), home decoration stores (HomeTown), lifestyle fashion store (Central), premium foods (Food hall), apparel (Brand Factory), etc. Most of the retail businesses of the group are housed under FRL, which is India's largest multi-format retailer with over 10 million square feet of retail space, the company serves customers in more than 100 cities across the country. The fashion business is currently under FLFL.FCEL is an integrated food company with an integrated business model (from farm to fork) and presence across four segments of the value chain:Brands business: FCEL has brand presence across multiple food & fast moving consumer goods (FMCG) categories with a mix of in-house as well as acquired brands of:Processed food (cookies, jams, chips, corn flakes, snacks etc.)Home and personal care (cleaning range, aluminum foils, tissues etc.)Emerging categories (frozen snacks, frozen vegetables, edible oil etc.)Production of these brands is mostly outsourced to a number of suppliers.Convenience stores business: The company is also a franchisor of convenience store brand - KB Conveniently Yours ("KBCY"). There are presently 119+ KBCY stores located in national capital region of Delhi (Delhi-NCR) and Mumbai, the operations of which have been franchised to FRL.In addition, in 2014, the company acquired the South India focused franchised retail chain "Nilgiris", which has currently has 156+ stores (on average ~1800 ft2 or 167 m2stores) run by its franchisees mainly in Tamil Nadu and Bengaluru. These stores will continue to function under the Nilgiris brand name and new stores will continue to be opened under this brand as well. Nilgiris also has a dairy processing facility and a bakery both located in industrial areas near Bengaluru.Food manufacturing & processing: The company has a majority stake in the Integrated Food Park (the "food park") in Tumkur, near Bengaluru, in Karnataka, which is developed in an area of 110 acres.The food park has been divided into a number of plots and the company is offering land, flatted factory space as well as "Plug & Play" infrastructure for small and medium enterprises or companies looking to set up processing units in the food space. Currently, FCEL is operating its pulping, fruits and vegetables (F&V) packing, frozen F&V, spice grinding and packing, and frozen snacks. Also, two of the joint venture (JV) companies are operating within the food park manufacturing sauces and rice flour. FCEL's own flour and rice mills are under construction at the food park. Few of the plots have already been leased to external companies and construction is yet to start on these plots. Associated facilities provided at the food park includes cold rooms, warehouses, grain silos, grid power, water supply, water treatment plant (WTP), effluent treatment plant (ETP), fire hydrant system, roads and office space for temporary use.Agri-product sourcing: FCEL has presence in sourcing of agriculture commodities and fresh produce (like fruits and vegetables, staples (rice, wheat, sugar) spices, oils), estimated at over 100,000 tons from around 51 collection centers ("sourcing hubs") across India. These are then processed at one of the six major processing centers of the company for grading, sorting, quality control and packaging, and then distributed to 20 distribution centers in various locations in India and then delivers to modern and general retail stores in almost 100 cities.FCEL is also forging JVs in categories like oats, chutneys and sauces. Recently, FCEL created a joint venture - Aussee Oats Milling Private Ltd for oats. Further it invested 51% and 21.26% in Sublime Foods Private Ltd and Sarjena Foods. Sublime Foods manufactures and distributes processed foods like specialty sauces, salad dressings, cooking pastes, spreads and dips (the facility is located within the food park). Sarjena Foods is engaged in biscuits and rusks under the brand name, Baker Street. It supplies to modern retailers in India and exports to 19 countries. Other business of FCEL also includes Amar Chitra Katha Media, a content publishing & distribution company.The funding provided by IFC would be utilized towards setting up of new CAPEX for the Brands business, making scheduled debt repayments, whilst improving capital structure of the company by refinancing debt with equity (the "Project").
OVERVIEW OF IFC'S SCOPE OF REVIEW
IFC's review focused on the environment, occupational health and safety (OHS), and social (labor) management system in place at FCEL (and its subsidiaries). Accordingly, IFC's scope of review of the proposed investment consisted of:Site visits from March 14-19, 2016 to the (a) Integrated food park, near Bengaluru, in Karnataka; and (b) Nilgiris' dairy processing and bakery facilities, near Bengaluru.During the appraisal, discussions were held at the corporate office with (a) HR head for FCEL as well as for the group; (b) General Manager - Operations and Business Development, Vice President - Projects and Operation and representatives from HR, EHS and quality teams at the food park; (c) Unit heads - dairy and bakery operations, as well as representatives from HR at Nilgiris; and (d) Agri-sourcing team covering the South zone operations.Review of technical documents provided by Future Group, FCEL and its subsidiaries, including: (i)draft Group-level EHS Policy, HR policies and procedures, staff and contractual headcounts, sample agreements with third party contractors, safety manual, copies of sample external audits, supply chain management (details of sourcing of various materials, samples of external internal and external audits conducted, code of conduct), (ii) environmental impact assessment (EIA) reports, environmental licenses from state authorities, EHS organization chart sat subsidiaries level, EHS training plan, (iii) semi-annual environmental monitoring report, including third-party data analysis on air emissions, wastewater treatment plants, OHS workplace, and OHS statistics at group and subsidiary level, energy and water consumption and efficiency at subsidiary level, (iv) emergency preparedness plan and response, and (v) Group-level corporate social initiatives.
IDENTIFIED APPLICABLE PERFORMANCE STANDARDS**
While all Performance Standards are applicable to this investment, IFC's environmental and social due diligence indicates that the investment will have impacts which must be managed in a manner consistent with the following Performance Standards.PS 1 - Assessment and Management of Environmental and Social Risks and ImpactsPS 2 - Labor and working conditionsPS 3 - Resource Efficiency and Pollution PreventionPS 4 - Community Health, Safety and SecurityIf IFC's investment proceeds, IFC will periodically review the the project's ongoing compliance with the Performance Standards
The integrated food park is located on an already allotted plot leased to FCEL by the Karnataka State government in an industrial area. No land acquisition is thus planned or expected under the project which may result in involuntary displacement or resettlement. Therefore, PS 5: Land Acquisition and Involuntary Resettlement is not applicable. No direct primary production of living natural resources is involved in the project and there is no material risk of significant conversion of natural and/or critical habitats in the supply chain. Thus PS6: Biodiversity Conservation and Sustainable Management of Living Natural Resources is not applicable. Also, the type of risks and impacts envisaged in PS7 (Indigenous Peoples) and PS8 (Cultural Heritage) are not applicable. In the event that issues anticipated by the PSs arise, FCEL will promptly inform IFC. Screening and assessment of these issues against PSs requirements will be done through the Companies' planned E&S management systems.
ENVIRONMENTAL AND SOCIAL CATEGORIZATION AND RATIONALE
This proposed investment is expected to have limited environmental and social impacts which are expected to be site-specific and none is expected to be significant. Those impacts can be avoided or mitigated by adhering to recognized performance standards, procedures, guidelines and design criteria as described in the following sections. Thus, this is a Category B project according to IFC's Policy on Environmental and Social Sustainability. In addition of seeking compliance with Indian legal and regulatory requirements, this investment will seek compliance with IFC's Performance Standards and World Bank Group (WBG) General and Sector-specific (Food and Beverage Processing and Dairy Processing)EHS Guidelines.Key E&S risks and issues associated with this investment are: (i) company's and each of its subsidiary businesses' capacity and systems to manage EHS and food safety aspects (e.g. processing facilities, warehouses); (ii) emergency preparedness and response, including life and fire safety (LFS) and ammonia-based refrigeration system; (iii) assurance of fair, safe and healthy working conditions for its workforce (including company employees, contractors and third party workers); (iv) resource efficiency (energy and water), and pollution prevention and control (e.g. solid wastes and wastewater); and, (v)labor practices within certain raw material (e.g. dairy) and private label food supply chains in line with PS2 requirements.
**Information on IFC's Policy and Performance Standards on Environmental and Social Sustainability can be found at www.ifc.org/sustainability
ENVIRONMENTAL AND SOCIAL MITIGATION MEASURES
IFC's appraisal considered the environmental and social management planning process and documentation for the project and gaps, if any, between these and IFC's requirements. Where necessary, corrective measures, intended to close these gaps within a reasonable period of time, are summarized in the paragraphs that follow and (if applicable) in an agreed Environmental and Social Action Plan (ESAP). Through the implementation of these measures, the project is expected to be designed and operated in accordance with Performance Standards objectives.
PS 1: ASSESSMENT AND MANAGEMENT OF ENVIRONMENTAL AND SOCIAL RISKS AND IMPACTS
PS 2: LABOR AND WORKING CONDITIONS
FCEL has an employee strength of about 2,000 with a large proportion of its employees involved in agri-sourcing (about 700) and Nilgiri's facilities (about 600). From this total, 26 employees work at the recently established food park operations. In addition, 226 contract workers are employed at the food park operations and 426 at Nilgiris' facilities.HR Policies, procedures, working conditions and terms of employment. Future Group has adopted a suite of HR policies (latest version as of May 1, 2015) which are then adopted/adjusted in all group's companies, including FCEL, depending of the nature of the operations. These policies meet the requirements underlying the Indian Labor, Retail and Factory Acts, including freedom of association, diversity, non-discrimination and equal opportunity and prohibition of child and forced labor. All operations are required to obtain Factories License or its Certificate of Registration from the Department of Labor. The scope of these policies is applicable to all permanent employee with indefinite term of contract. Being a recently acquired business, Nilgiris still has its own HR policies. There is an on-going process of reviewing and harmonizing their policies to ensure alignment with Future Group and FCEL policies. All policies are available on the intranet and accessible to all employees. However, the communication of HR policies to employees at the food park operations and Nilgiris' facilities is still largely informal. As set forth in the ESAP (action #5), FCEL shall ensure formal communication of its HR policies to its employees through induction sessions, HR handbooks or Board displays. All employees receive a written appointment letter explaining the working conditions. The State Department of Labor also undertakes annual inspections (at the processing facilities) and reports are provided, in case of non-compliance. Future Group's HR team has received the certificate of HR Excellence by the Retail Association of India in 2015 as well as the award for employing maximum number of employees with physical disabilities.Grievance mechanism. The group has a documented policy on redressal of employee grievances. As per the policy, any employee can raise a grievance to his/her immediate manager and then to the People Office representative at the unit. In case the grievance is not resolved, the same can be escalated to the unit head followed by Head of People Office for the company who will form a corporate grievance committee. The timelines for processing of grievances is defined within the policy. To strengthen the grievance mechanism in line with PS2 requirements, as set forth in the ESAP (action #6), specific methods of allowing filing of grievances anonymously will be included in the policy. In addition, a grievance logbook will be adopted at FCEL and its subsidiaries, and a summary of grievances received in a given year will be reported to senior management to address systemic issues, including reviewing the HR training plan at the corporate and companies' level.Freedom of Association. Future Group and FCEL fully support the principles of the freedom of association and collective bargaining in accordance with the Indian Labor Act and Trade Union Act. Currently, the employees at FCEL are not part of a union.Non-discrimination and equal opportunity. The group has a documented policy on diversity and equal opportunity which commits to provide a work environment free of discrimination.Protection of workforce. The group HR policy includes a policy on prevention of child labor which prohibits employment of anyone younger than 18 years. Age proofs are collected for employees and contract workers prior to employment. No specific instances of child labor or forced labor were noted during appraisal site visits of the facilities.Occupational Health and Safety (OHS).Currently the OHS procedures are mainly targeted towards legal compliance. The food park operations and Nilgiris' facilities have initiated the development process of an OHS management system. OHS Policy, workplace risk assessment, legal OHS registry, etc. have been completed. As set forth in the ESAP (action #2), the food park operations and Nilgiris' facilities will finalize and implement its OHS management system. The risk assessment and implementation of the required management programs will be ensured through implementation of the ESMS for FCEL as part of the ESAP.Supply Chain Risk Assessment and Management. Based on the wide range of products sold in Future Group stores, the sourcing is divided among a number of categories, e.g. fashion (garments), food, FMCG, staples, fresh F&V, general merchandise, furniture, crockery and decoration, furnishings, electronics, etc. For most of the abovementioned categories, sourcing is handled by different teams within FRL. Sourcing of private label food products and agri commodities including F&V, cereals (rice, wheat), pulses, dry fruits, oils, flours, etc. is led by FCEL teams. The latter has a network of 51 collection centers (sourcing hubs) and six processing centers (mainly for repacking of bulk goods into consumer packs) sourcing more than 100,000 tons/year. Among agri commodities, most of the commodities are sourced from either traders or millers in bulk. There are no direct relationships with primary suppliers, which are mostly comprised of smallholders. The F&V are sourced both from farmers as well as from traders at local agricultural produce markets (mandis). These transactions are spot market based and there is no long term management relationship between buyers and sellers. The company has a sourcing team in each of its 51 collection points, composed of two extension officers in each of the zones which monitors the crop production in the area, maintains rapport with the farmers in the area and provides them knowledge on local crops (e.g. on improving yields, seed varieties). Currently the company is directlysourcing from 400 farmers, however, they do not have any long-term contracting relationship with the company and these suppliers are free to sell their produce to anyone.For private label food products, FCEL has a network of 50+ suppliers. The suppliers are selected through a pre-assessment audit process from FCEL. The audit focuses on quality and food safety (ref. Food Safety and Standards Authority of India). Most of the suppliers for FCEL have food safety and quality certification. However, FCEL does not have a formal E&S code of conduct or checklist for these suppliers.In accordance with the United States Department of Labor's (DoL's) list of goods produced by child or forced labor, high risk of child labor and forced labor (relevant for a business like FCEL's) in India is present in rice, sugarcane and garment production. In this case, the rice and sugar are sourced from mills. Thus FCEL does not have any direct relationship with the rice and sugarcane smallholders. However, considering brand risk associated with the private label food suppliers, as per the ESAP (action #8), FCEL will complete a risk assessment of these suppliers with respect to potential of child labor, forced labor and significant OHS issues. Based on the risk assessment, FCEL will conduct compliance audits of a sample of such suppliers. The audits will be conducted through a qualified professional (acceptable to IFC) and in case any changes are needed in the supply chain risk management processes of the company, the same will be agreed and implemented in the time frame agreed with IFC. Further, as set forth in the ESAP (action #8), FCEL will prepare a Supplier Code of Conduct for its suppliers and make explicit reference to applicable supply chain requirements in the IFC PSs. Specific requirements of the code of conduct will then be included in the contracts signed with suppliers. The company will also document and implement oversight monitoring and review processes which will include inspections for screening on an ongoing basis for suppliers (with a potential risk of child labor and/or forced labor) with agreed consequences of non-compliance. The ongoing risk assessment of the supply chain shall be part of the FCEL ESMS.As it relates to milk sourcing for the Nilgiris dairy processing, the US Department of Labor List of Goods produced by child labor and forced labor does not identify child labor associated with the dairy industry in India. This plant is sourcing raw milk from 5,000 suppliers, each having 3-4 cows, within a radius of 120km. The raw milk is being brought to 27 collection/chilling centers. Nilgiris has been developing a training program for these farmers to improve raw milk quality and has provided technical (veterinarian) assistance on animal feed and husbandry (semi-confined model). Based on information provided during appraisal, there is limited child involvement in this activity. In order to prevent any incidence of child labor in its supply chain, Nilgiris will adopt, as set forth in the ESAP (action #8), a management procedure for its supply chain, which include the development and implementation of a Supplier's Code of Conduct which will be mainstream into its contractual agreement with dairy suppliers. Effective implementation of this code will be done by Nilgiris extension officers located at collection centers.Third party workers. Contract workers are employed at the food park and at Nilgiris for the manufacturing operations as well as housekeeping. The HR personnel at both FCEL and subsidiary facilities review contractors' documentation to ensure compliance with the wages (i.e. at least minimum wage) and working hours.As a number of new facilities are being constructed at the food park, including FCEL's rice and wheat mill and more expansion projects are expected in the future, as per the ESAP (action #7), FCEL will monitor and document construction contractors' performance (against legal requirements and WBG General EHS Guidelines) at all operations. These reports will be shared with the corporate management. FCEL will formalize the monitoring of contractor performance as part of the job description of responsible employee (s) for applicable sites.
PS 3: RESOURCE EFFICIENCY AND POLLUTION PREVENTION
Energy use and greenhouse gas emissions. Provision of electricity at FCEL is provided by the national grid at the warehouses and agro-processing facilities. In addition, back-up diesel generators (DG) are found at agro-processing operations for power outages. Back-up DG sets are provided for the manufacturing facilities at the food park as well as at Nilgiris' facilities. The boilers at different processing plants runs on diesel, briquettes (ref. food park) or wood (Nilgiris' dairy processing plant). Energy consumption is being closely monitored at all sites, in order to minimize operational costs. Data on electricity, diesel, and liquefied petroleum gas (LPG) (Nilgiris' bakery) were available during appraisal. Resource efficiency initiatives are continuously being investigated at each subsidiary/business level. For example, the food park is exploring the option for the installation of solar panels on warehouse roofs. Similarly Nilgiris' facilities have implemented various energy saving initiatives to reduce electricity and LPG consumption. For example, at the dairy facility, new refrigeration compressors and automated power factor modulating unit has been installed ensuring to maintain the power factor at 95% at all times. As per available data, the power consumption at the dairy facility is 0.07 kWh/liter of milk processed, which is lower than the industry benchmarks provided in WBG EHS Guidelines for Dairy Processing. Also, at the bakery facility, a gas evaporation system has been installed for LPG which helps in total utilization of LPG and resulting in saving of 3-5% LPG consumption.At a corporate level, in the absence of a well-defined EHS policy, FCEL has not yet established any energy efficiency objectives and targets which would prioritize and drive wider resource efficiency program, which would be monthly/annually monitored through the KPIs process. As part of the development of the corporate ESMS mentioned in PS1, the company will define specific commitments on resource efficiency and develop and implement a resource efficiency program at all their businesses/subsidiaries.Greenhouse gas (GHG) Emissions: Based on available data, the annual GHG emissions from FCEL operations (including the current food park operations and Nilgiris' facilities as well as the three new units under construction/proposed at the food park) are estimated to be about 20,000 tons of CO2 equivalent.Air emissions monitoring. Main source of air emissions are the gensets at all sites and boilers at the processing plants. Gensets are only used for emergency basis as power outage seldom happened. Boilers and gensets undergo semi-annual maintenance inspection to optimize efficiency. The emissions from the boilers and gensets are tested, by independent laboratories, in accordance with applicable national standards. Latest available data (December 2015) confirmed that boilers and gensets' point source air emissions were in compliance with KSPCB (ref. Consenton air quality) and WBG point source air emissions limits (ref. small combustion facilities emissions guidelines). Nilgiris dairy processing has changed its High Sulfur boiler and stopped using fossil fuel and now uses briquettes and biomass as feedstock. Registration of the wood suppliers with the Karnataka Forest Department have been validated during appraisal. Ambient air quality parameters (as of December 2015) provided for the food park operations and Nilgiris' facilities (as of November 2015) are within the limits as per standards provided in the National Ambient air Quality Standards (NNAAQS) and WHO Ambient Air Quality Guidelines.Noise. All processing sites (food park operations and Nilgiris' facilities) comply with local regulation for noise and WBG noise level guidelines. In high noise environments (e.g. proximate to the genset or boiler), appraisal site visit confirmed that workers were wearing ear plugs.Water use and efficiency. Water supply at the food park operations and Nilgiris' dairy facility is groundwater abstracted through on-site bore wells. The bakery facility purchases water from an external vendor, which is supplied through tankers. The water is suitably treated through reverse osmosis (RO) plants for process use after analysis to confirm quality parameters required for the process. The dairy and bakery facilities are located in one of the Taluks (a local administrative zone within a district) notified by central groundwater board (CGWB) (where no new bore wells are allowed). It is critical for the Nilgiris dairy operation to assess the sustainability of its groundwater supply. As set forth in the ESAP (action #9), Nilgiris will agree with IFC on Terms of Reference (ToR) for conducting a hydrogeological study and the development of groundwater sustainability plan for its facilities (especially applicable for the dairy processing facility considering its current water footprint of 100,000 liters/day). The company will hire an external consultant (acceptable to IFC), who will undertake the required studies and develop the plan within agreed timelines. The study will assess availability of the groundwater resources and will describe various measures the company will need to take to ensure that its groundwater abstraction is sustainable. The company will prepare an implementation plan for these measures and agree on timelines with IFC. The food park has implemented a rainwater harvesting (RWH) system wherein all the rooftop as well as surface rainwater runoff is collected in RWH pits. Part of the rainwater is reused (after treatment) whereas part of it is used for recharging the groundwater.Wastewater treatment. As required in the Environmental License' Terms and Conditions, a common effluent treatment plant (CETP) has been provided at the food park, which is maintained by FCEL. Domestic sewage generated at the food park is also treated within the CETP. On-site ETPs are also present at Nilgiris' facilities fortreating process effluents whereas the domestic sewage is discharged in the septic tanks provided on-site. Treated effluent from the CETP (at food park)/ETP (at Nilgiris' facilities) is reused on-site for gardening. The effluent quality test results for these plants were noted to be in compliance with Karnataka State Pollution Control Board. As it relates to WBG's indicated values for treated sanitary sewage discharges, results demonstrate compliance regarding pH, total solid particulates and, oil and grease. A slight exceedance on BOD is noted (48 versus 30) at Nilgiris dairy ETP. As all the treated effluents from all sites are not released to surface waters and are used for irrigation purposes, CETP/ETP performance is judged satisfactory.Management of solid and hazardous waste. At the food park operations, the main waste streams generated are the organic waste (cooked food, F&V, especially waste generated from mango and tomato pulping) and recyclable - plastic, metal and packaging waste (cardboard, paper). Waste are collected in separate bins of organic and other wastes, placed at a number of locations. The food park management engages with an external consultant regarding a waste management plan for the entire park (including anticipating future needs.) Currently the organic waste is being composted and the option of bio-gas based power plant (with the organic waste as input) is being evaluated. Also, it is proposed to use the mango stones as feedstock for the biomass boiler in the future. The recyclable waste is sold to external waste management service providers. Hazardous waste generated at the food park includes used oil (used for initial firing of the briquette boiler), used batteries (returned to the vendor), electronic waste and ETP sludge (disposed of through authorized vendors). Confirmation of the existence of appropriate secondary structures consisting of walls capable of containing more than 110 percent of the tank volume (diesel) were observed at the food park and Nilgiris' dairy and bakery operations.Pest Management Control. For all FCEL sites, in accordance with HACCP requirements, pest control is outsourced to a service provider.
PS 4: COMMUNITY HEALTH, SAFETY AND SECURITY
Though new facilities will become operational in the food park in the future, the park is located in an industrial area within 1 km of a national highway. Therefore, traffic related impacts are expected to be limited. No expansion is expected in Nilgiris' manufacturing operations as a result of the project.Security forces. Unarmed private security guards are employed at all manufacturing facilities. As indicated above, as the manufacturing facilities are located in industrial areas and stores are mostly in urban commercial areas, no specific community related impacts are expected.Transportation safety. As regards to transportation, all vehicles used for transportation by FCEL are hired through external transport service providers. As part of the ESMS, driver training, awareness and control systems will be implemented to minimize risks to safety of communities from vehicles plying to and from the warehouses/stores.