MIRA INFORM REPORT

 

 

Report Date :

24th June 2006

 

IDENTIFICATION DETAILS

 

Name :

HINDUSTAN THOMPSON ASSOCIATES PRIVATE LIMITED

 

 

Registered Office :

Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel Mumbai – 400013, Maharashtra, India

 

 

Country :

India

 

 

Financials (as on) :

31.12.2004

 

 

Date of Incorporation :

23.03.1938

 

 

Com. Reg. No.:

11-2771

 

 

CIN No.:

[Company Identification No.]

U99999MH1938PTC002771

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMH00463B

 

 

PAN No.:

[Permanent Account No.]

AAACH1463M

 

 

Legal Form :

Private Limited Liability Company.

 

 

Line of Business :

The company is engaged mainly in the business of advertising and related information consultancy.

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

 

Maximum Credit Limit :

USD 6000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of J Walter Thompson and subsidiary of WPP Holding (Holland) BV. The Netherlands.

 

Available information indicates high financial responsibility of the company. Trade relations are fair. Financial position is good. Payments are correct and as per commitments.

 

The concern can be considered good for any normal business dealings. It can be regarded as a promising business partner in a medium to long run.  

 

LOCATIONS

 

Registered Office :

Peninsula Chambers, Ganpatrao Kadam Marg, Lower Parel Mumbai – 400013, Maharashtra, India

Tel. No.:

91-22-56635555

Fax No.:

91-22-56635656

 

 

Factory 1 :

Devatha Plaza, 131, Residency Road, Bangalore, India

Tel. No.:

91-80-22273348

Fax No.:

91-80-22243435

E-Mail :

Dhunji.wadia@jwt.com

 

DIRECTORS

 

Name :

Mr. Gagrat Rustam Jehangir

Designation :

Director

Address :

Buena Vista, Pochkhanawala Road, New Delhi, Mumbai – 400925

Date of Birth/Age :

07.20.1932

Date of Appointment :

25.06.1974

Election Identity Card No. :

MT/05/030/031023

 

 

Name :

Mr. Kapadia Natotam Pradip

Designation :

Director

Address :

Govind Building, 140, Princess Street, Mumbai- 400002

Date of Birth/Age :

09.30.1951

Date of Appointment :

15.07.2005

Date of Casing :

15.07.2005

Election Identity Card No. :

MT/04/021/090691

 

 

Name :

Mr. Bilpodiwala Kaikhushru Homi

Designation :

Director

Address :

6C, Crystal, 36, Altamount Road, Mumbai –400026

Date of Birth/Age :

11.05.1928

Date of Appointment :

23.09.1988

Election Identity Card No. :

MT/04/024/252331

 

 

Name :

Mr. Trencher Jeffrey Lewis

Designation :

Director

Address :

29, Penn Boulevard, Scarsdale, New York, USA- 10583

Date of Birth/Age :

01/08/1952

Date of Appointment :

30/06/1994

 

 

Name :

Mr. Colebrook William Merril Miles

Designation :

Director

Address :

South Farm Sparssholt , Near – Wantage Oxon OX – 129E

Date of Birth/Age :

01.44.1948

Date of Appointment :

11.06.1998

Date of Casing :

19.08.2004

 

 

Name :

Mr. Thomson Chirstopher

Designation :

Director

Address :

12B, Belgravia 57, South Bay Road, Repulse Bay Hong Kong

Date of Birth/Age :

02.01.1967

Date of Appointment :

24.09.2002

Date of Casing :

26.04.2005

 

 

Name :

Mr. Mendonca Richard

Designation :

Company Secretary

Address :

43, Jal Kiran 11th Floor, Cuffe Parade, Mumbai – 400005

Date of Birth/Age :

05.21.1953

Date of Appointment :

24.07.2002

 

 

Name :

Mr. Michael Maedel

Designation :

Director

Address :

19, Ennismore Gardens, London SW 7

Date of Birth/Age :

07.08.1950

Date of Appointment :

19.08.2004

Date of Casing :

15.07.2005

 

 

Name :

Mr. Thomson Christopher

Designation :

Director

Address :

12B, Belgravia 57, South Bay Road, Repulse Bay Hong Kong

Date of Birth/Age :

02.01.1967

Date of Appointment :

26.04.2005

Date of Casing :

15.07.2005

 

 

Name :

Mr. Mahindrer Kumar Khanna

Designation :

Director

Address :

81-A, Embassy Apartments, 46, Napean Sea Road, Mumbai – 200026

Date of Birth/Age :

10.03.1939

Date of Appointment :

01.05.2005

Date of Casing :

15.07.2005

 

 

Name :

Mr. C. Haris

Designation :

Chief Executive

 

 

Name :

Mr. T Puliuel

Designation :

President - IMRB

 

BUSINESS DETAILS

 

Line of Business :

The company is engaged mainly in the business of advertising and related information consultancy.

 

 

Products :

v      Advertising

v      Marketing Research

 

GENERAL INFORMATION

 

 

 

Bankers :

v      The Hongkong and Shanghai Banking Corporation Limited

v      Bank of India

 

Banking Relations :

Good

 

 

Auditors :

Deloitte Haskins and Sells

Chartered Accountants 

12, Dr. Annie Besant Road, Opp. Shivsagar Estate, Worli, Mumbai - 400018

 

 

Subsidiaries :

v      Contract Advertising India Private Limited

v      Fortune Communications Private Limited

v      Portland India Outdoor Advertising Private Limited

v      Thompson Nepal Private Limited

v      Indian Market Research Bureau Private Limited

v      Hill and Knowlton (SEA) Pte Limited

v      J Walter Thompson

v      Ogilvy and Mather

v      Research International

v      Millward Brown

v      BMRB International

v      Group M Media India Private limited

v      Mindshare Egypt

v      DYR Wunderman

v      WPP Marketing Communication Vietnam

v      Asiatic Mindshare Limited

v       The Operations Centre Millward Brown

v      The media Age – Rediffusion

 

 

Associates and Joint Venture :

v      Kantar Market Research Services Private Limited

v      IMBR Millward Brown International Pte Limited

v      Lanka market Research Bureau

v      TAM Media Research Private Limited

v      AMRB Lic

v      AMRB Egypt

v      Walker Information

v      The Henley Centre

v      SGA Research International

v      The BPRI Group

 

 

Holding Company :

WPP Holding (Holland) BV

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

1000000

Equity Shares

Rs. 10/- each

Rs. 10.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

490000

Equity Shares

Rs. 10/- each

Rs. 4.900 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.12.2004

31.12.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

4.900

4.900

2] Share Application Money

 

0.000

0.000

3] Reserves & Surplus

 

1506.116

1530.183

4] (Accumulated Losses)

 

0.000

0.000

NETWORTH

 

1511.016

1535.083

Long Term Liability for Leased Assets 

 

3.349

11.798

TOTAL BORROWING

 

3.349

11.798

DEFERRED TAX LIABILITIES

 

0.000

0.000

 

 

 

 

TOTAL

 

1514.365

1546.881

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

97.340

109.434

Capital work-in-progress

 

0.000

0.000

 

 

 

 

INVESTMENT

 

21.603

21.603

DEFERREX TAX ASSETS

 

33.928

94.298

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 

0.000

0.000

 

Sundry Debtors

 

826.138

1143.830

 

Cash & Bank Balances

 

1214.405

844.804

 

Other Current Assets

 

0.000

0.000

 

Loans & Advances

 

707.186

685.322

Total Current Assets

 

2747.729

2673.956

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

 

878.112

1066.639

 

Provisions

 

521.591

305.973

Total Current Liabilities

 

1399.703

1372.612

Net Current Assets

 

1348.026

1301.344

 

 

 

 

MISCELLANEOUS EXPENSES

 

13.468

20.202

 

 

 

 

TOTAL

 

1514.365

1546.881

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.12.2004

31.12.2003

Sales Turnover [including other income]

 

2544.759

2230.512

 

 

 

 

Profit/(Loss) Before Tax

 

691.369

574.590

Provision for Taxation

 

255.468

210.026

Profit/(Loss) After Tax

 

435.901

364.564

 

 

 

 

Total Expenditure

 

1853.390

1655.922

 

KEY RATIOS

 

PARTICULARS

 

 

 

31.12.2004

31.12.2003

PAT / Total Income

(%)

 

17.12

16.34

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

 

27.16

25.76

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

 

24.30

20.64

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

 

0.45

0.37

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

 

0.92

0.90

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

 

1.96

1.94

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Fixed Assets

 

v      Residential Flats

v      Leasehold Improvements

v      Plant and Machinery

v      Computer

v      Furniture and Fixture

v      Vehicles

 

 

Financial Result

 

During the financial year 2004 the company’s revenue amounted to Rs. 2545 millions as against Rs. 2230 millions in 2003, an increase of 14 % over previous year.

 

The profit before tax was Rs. 691 millions against Rs. 575 millions of the previous year which showed an attractive growth of 20 %  over the previous year.

 

Dividend

 

The Board declared an interim dividend of Rs. 700 per equity share in March 2005. this dividend of Rs. 700 per share included a special divided of Rs. 150 per shares for the 75th year of  J Walter Thompson. The directors recommend that the interim dividend of Rs. 700 per shares be trended the interim dividend of Rs. 700 per share be treated as the final dividend payable for the financial yea ended December, 31, 2004. the total outflow on account of dividend was Rs. 387.83 million. Including dividend tax.

 

The years performance :

 

All the units of the company i.e. advertising market research, director marketing and public relations, were profitable during the year and also showed revenue improvement. This enable the company to end the year with a profit before tax growth of 20 % over the previous year.

 

New business acquired during the year included UTI Mutual Fund, Life insurance Corporation of India. Apollo Tyres, Godrej Security Equitable Godrej Air Conditioners, SBI Mutual Fund, HPCL Power petrol and Club HP MICO  Bosh, MAFOL and Incosys Finnacle.

 

A notable event for the company was that J Ealter Thompson completed 75th Memorable years in India form the time it first set up office in Mumbai in March 1930. Also in order to reflect the change in the way the agency intends to do business, on February, 28, 2005 the name of the agency all over the globe was changed form J Ealter Thompso with a new logo and corporate identity.

 

Thompson connect, the direct marketing unit of the company become a part of the RMG connect network and accordingly it has been renamed as RMG connect. It will enjoy the benefits of being a part of the international RMG network including access to its methods, producers and tools.

 

IMRB, the market research division continued to grow in revenue with multi country and international research, customer satisfaction, qualitative research consumer panel and business to business research business showing considerable improvements.

 

All the subsidiary companies of Hindustan Thompson Associates Private Limited also contributed to the profitability of the company by declaring attractive dividends.

 

Subsidiaries

 

Contract Advertising India Private Limited

 

Profit after tax showed a healthy growth of 9 % over the previous year mainly due to new business gains. Some of the wins included HSBC, Walt Disney and LG Care.

 

Fortune Communications Private Limited

 

Fortune, which is engaged in the financial services sector continued to maintain its level of profitability during the year.

 

Portland India  Outdoor Advertising Private Limited

 

The company which is specialised in the outdoor advertising segment also turned our reasonable performance for the year under review.

 

Thompson Nepal Private Limited

 

Despite the disturbance in the country in which the company operates, it had another successful year and in fact ended with a profit before tax growth of 6 % over the previous year.

 

Indian Market Research Bureau Private Limited

 

During the year under review, the company achieved satisfactory results. 

 

 

Trade Term with

 

v      Aswin Advertising

v      Cactus Imaging India Limited

v      Express Colour Scan Private Limited

v      Express Process Engravers

v      Liberty Process Works

v      Lustra Print Process Private Limited

v      Mayur Print House

v      New Colour Screens Private Limited

v      Rainbow Colour Graphics

v      Rapid Scan Systems Limited

v      Supressa Graphic Private Limited

v      Universal Print Systems

v      Unique Photo Offset

v      Venu Graphics

v      Fold Backs

v      Screen Squiz  

 

 


CMT REPORT [Corruption, Money laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs. 46.36

UK Pound

1

Rs. 84.49

Euro

1

Rs. 58.38

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

9

PAID-UP CAPITAL

1~10

9

OPERATING SCALE

1~10

9

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

9

--LIQUIDITY

1~10

9

--LEVERAGE

1~10

9

--RESERVES

1~10

9

--CREDIT LINES

1~10

9

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

81

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)                  Ownership background (20%)                         Payment record (10%)

Credit history (10%)                            Market trend (10%)                                             Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions