MIRA
INFORM REPORT
|
Report Date : |
10th
November, 2006 |
IDENTIFICATION
DETAILS
|
Correct Name : |
BRAINRESERVE
MARKETING SERVICES PRIVATE LIMITED |
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Registered Office : |
The
Cranium, 24, Adhchini, Aurbindo Marg, New Delhi – 110 017, India |
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Country : |
India |
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Financials (as on) : |
31.03.2005 |
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Date of Incorporation : |
05.07.2000 |
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Com. Reg. No.: |
55-106621 |
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CIN No.: [Company
Identification No.] |
U51909DL2000PTC106621 |
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Legal Form : |
Private
Limited Liability Company |
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Line of Business : |
Subject
is engaged in the business of providing Promotional Marketing and Event
Management services to its domestic and international clients. |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal.
Capable to meet normal commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD
100000 |
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Status : |
Satisfactory
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Payment Behaviour : |
Regular
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Litigation : |
Clear |
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Comments : |
Subject
is a well established company having satisfactory track. Trade relations are
fair. General financial position is satisfactory. Payments are usually
correct and as per commitments. The company can be considered normal for
business dealings at usual trade terms and conditions. |
LOCATIONS
|
Registered Office : |
The
Cranium, 24, Adhchini, Aurbindo Marg, New Delhi – 110 017, India |
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Tel. No.: |
91-11-265669223/
241662222 |
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Fax No.: |
91-11-241662222/
265669223 |
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E-Mail : |
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Website : |
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Corporate
Office : |
Candid
House, Lane 3, West End Marg, Saidulajaib, M B Road, New Delhi – 110 030,
India |
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Tel.
No.: |
91-11-265669223/
241662222 |
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Fax
No.: |
91-11-241662222/
265669223 |
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E-Mail
: |
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Delhi
Branch : |
Candid
House, Lane 3, West End Marg, Saidulajaib, M B Road, New Delhi – 110 030,
India |
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Tel.
No.: |
91-11-265669223/
241662222 |
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Fax
No.: |
91-11-241662222/
265669223 |
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E-Mail
: |
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Bangalore
Branch : |
No.
1071, 1st and 2nd Floor, 11th Main, HAL 2nd Stage, Indira Nagar, Bangalore – 560
008, Karnataka, India |
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E-Mail
: |
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Mumbai
Branch : |
Candid
House, Sultaniya House, 18 Subhash Road, Vile Parle (East), Mumbai – 400 057,
Maharashtra, India |
DIRECTORS
|
Name : |
Mr.
Gur Samarjit Singh |
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Designation : |
Managing
Director |
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Address : |
B-601,
Som Vihar Apartments, New Delhi – 110 022, India |
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Date of Appointment : |
15.07.2000 |
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Name : |
Ms.
Ramindra Ajit Singh |
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Designation : |
Director
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Address : |
B-601,
Som Vihar Apartments, New Delhi – 110 022, India |
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Date of Appointment : |
15.07.2000 |
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Name : |
Mr.
Paramjit Singh |
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Designation : |
Director
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Address : |
B-601,
Som Vihar Apartments, New Delhi – 110 022, India |
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Date of Appointment : |
15.07.2000 |
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Name : |
Mr.
Atul Shankar Nath |
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Designation : |
Director
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Address : |
C-8,
Dronacharya Apartments, Mayur Vihar, Phase II, New Delhi – 110 091, India |
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Date of Appointment : |
15.07.2000 |
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Name : |
Mr.
Analjit Singh |
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Designation : |
Director
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Address : |
15,
Aurangzeb Road, New Delhi, India |
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Date of Appointment : |
03.10.2000 |
KEY EXECUTIVES
|
Name
: |
Mr.
Puneet Gupta |
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Designation
: |
Chief
Executive Officer |
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Mobile
No. : |
91-9212257287 |
MAJOR SHAREHOLDERS
|
Names
of Shareholders |
No. of Shares |
Percentage of Holding |
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Ms.
Ramindra Ajit Singh |
10 |
0.01 |
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Mr.
Paramjit Singh |
10 |
0.01 |
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Mr.
Gur Samarjit Singh |
95980 |
74.98 |
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Mr.
Atul Shankar Nath |
12800 |
10.00 |
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Mr.
Analjit Singh |
19200 |
15.00 |
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Total |
128000 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject
is engaged in the business of providing Promotional Marketing and Event
Management services to its domestic and international clients. |
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Products : |
®
Promotional
Marketing ®
Event
Management |
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Exports to : |
Europe
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GENERAL
INFORMATION
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Customers : |
®
Pepsi
®
Motorola
®
Castrol ®
Cadbury
®
Nokia
®
Glaxo
SmithKline ®
Sony
TV ®
ING
Vysya Bank ®
Revlon |
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Bankers : |
ICICI
Bank Limited |
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Banking Relations : |
Satisfactory
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Auditors : |
Nangia
and Company Chartered
Accountants |
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Address : |
B-57,
Soami Nagar, New Delhi – 110 017, India |
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Tel. No.: |
91-11-26018600 |
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Fax No.: |
91-11-26018300 |
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E-Mail : |
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Affiliates : |
®
Candid
Marketing |
CAPITAL STRUCTURE
Authorised
Capital :
|
No.
of Shares |
Type |
Value |
Amount |
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150000 |
Equity
Shares |
Rs. 10/- |
Rs. 1.500 millions |
As on 31.03.2005
Issued,
Subscribed & Paid-up Capital :
|
No.
of Shares |
Type |
Value |
Amount |
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81900 |
Equity
Shares |
Rs. 10/- |
Rs. 0.819 millions |
As on 31.03.2006
Issued,
Subscribed & Paid-up Capital :
|
No.
of Shares |
Type |
Value |
Amount |
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128000 |
Equity
Shares |
Rs. 10/- |
Rs. 1.280 millions |
FINANCIAL DATA
[all figures are in Rupees
Millions]
ABRIDGED
BALANCE SHEET
|
SOURCES OF FUNDS |
|
31.03.2005 |
31.03.2004 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
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0.819 |
0.819 |
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2] Share Application Money |
|
8.456 |
8.456 |
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3] Reserves & Surplus |
|
20.287 |
16.584 |
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NETWORTH |
|
29.562 |
25.859 |
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LOAN FUNDS |
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1] Secured Loans |
|
4.269 |
1.708 |
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2] Unsecured Loans |
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0.669 |
0.921 |
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TOTAL BORROWING |
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4.938 |
2.629 |
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TOTAL |
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34.500 |
28.488 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
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16.734 |
16.453 |
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Capital work-in-progress |
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0.000 |
0.000 |
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INVESTMENT |
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3.000 |
0.000 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Sundry Debtors |
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20.551 |
11.865 |
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Cash & Bank Balances |
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2.263 |
3.620 |
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Loans & Advances |
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7.692 |
5.395 |
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Total Current Assets |
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30.506 |
20.880 |
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Less : CURRENT LIABILITIES & PROVISIONS |
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Current Liabilities |
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13.237 |
8.182 |
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Provisions |
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2.503 |
0.663 |
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Total Current Liabilities |
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15.740 |
8.845 |
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Net Current Assets |
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14.766 |
12.035 |
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TOTAL |
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34.500 |
28.488 |
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PROFIT
& LOSS ACCOUNT
|
PARTICULARS |
|
31.03.2005 |
31.03.2004 |
|
Sales Turnover [including other income] |
|
82.615 |
71.901 |
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Profit/(Loss)
Before Tax |
|
5.954 |
2.644 |
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Provision
for Taxation |
|
2.251 |
0.948 |
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Profit/(Loss)
After Tax |
|
3.703 |
1.696 |
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Total
Expenditure |
|
72.493 |
65.272 |
KEY
RATIOS
|
PARTICULARS |
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|
31.03.2005 |
31.03.2004 |
|
PAT / Total Income |
(%) |
|
4.48 |
2.36 |
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Net
Profit Margin (PBT/Sales) |
(%) |
|
7.21 |
3.68 |
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Return
on Total Assets (PBT/Total
Assets} |
(%) |
|
7.37 |
4.54 |
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Return
on Investment (ROI) (PBT/Networth) |
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12.53 |
6.56 |
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Debt
Equity Ratio (Total
Liability/Networth) |
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0.17 |
0.10 |
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Current
Ratio (Current
Asset/Current Liability) |
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1.94 |
2.36 |
LOCAL AGENCY
FURTHER INFORMATION
The
subject has shifted their Office from Lane No. 3, West End Marg, Saidulajab, M
B Road, Near RTD, New Delhi – 110 030, India.
Subject
provides Promotional Marketing, Exhibition, Road Show and Event Management
services to its domestic and international clients.
Candid
Marketing
It is a
division of Brain Reserve Marketing Services Private Limited was launched on
15th August 1995, as a full-function, national, promotional marketing and event
management company, offering clients a wide range of turnkey services that
include Brand Launches and Marketing Events, Contests, Special Offers, Road
Shows, Shop-in-Shop programs, Product Demonstrations, Sampling programs, Direct
Contact programs, Product Launches and Fulfilment Services.
The
subject provides the following services to its clients:
®
Brand
Launches
®
Marketing
Events
®
Contests,
Special Offers
®
Road
Shows
®
Shop-in-Shop
Programs
®
Product
Demonstrations
®
Sampling
Programs
®
Direct
Contract Programs
®
Product
Launches and Fulfilment Services
Press
Clippings
Dated:
June 16, 2006
International Marketing and Sales Group PLC
Acquisition of Candid Marketing (India)
International
Marketing and Sales Group PLC (“IMSG”), the emerging markets focused sales and
marketing company, today announces the acquisition of Brainreserve Marketing
Services Private Limited (“Brainreserve”), an Indian company which trades as
“Candid Marketing”.
Candid
Marketing is India’s leading promotional marketing services company and is
widely regarded as the pioneer of the below-the-line marketing services
industry in the country. From its
offices in six major cities, Candid executes marketing and sales programs
across 100 cities for most major international brands with a presence in India.
Candid
Marketing is a high-growth company, which has run numerous high-profile
assignments in the last few years and continues to expand its list of
prestigious clients.
Total
turnover for the year ended 31 March 2006 was in excess of US $ 3 million,
representing year-on-year growth of over 60% growth on the previous year. The business generated profit before tax of
approximately US $ 530000. Currently,
over 75% of revenues are generated from repeat business.
IMSG
will purchase the entire issued share capital of Brainreserve in two tranches
for a total consideration of approximately US $ 5.600 million, with the amount
of the consideration at each stage to be linked to the enterprise value of the
company.
The
consideration for the first tranche of 66% of the shares will be approximately
US $ 3.600 million in cash, subject to adjustment following audit of Brainreserve’s
accounts in accordance with International Financial Reporting Standards (IFRS).
The
consideration will represent a multiple of 10 times the company’s average net
profit after tax for the two financial years ending on 31 March 2006 and 31
March 2007.
In order
to provide additional working capital for the future growth of Brainreserve,
IMSG and key retained management will subscribe a total of US$500,000 for new
shares in Brainreserve, in proportion to their respective post-completion
shareholdings.
The
acquisition of the remaining 34% of the shares in Brainreserve will take place
in 2010, subject to earlier completion in certain circumstances. The
consideration will be paid in cash, with an option on the part of IMSG to pay
5% in shares.
The purchase
price for these shares will again be based on a multiple of the company’s net
profit after independent IFRS audit.
The relevant multiple will be in the range of 10 to 14, depending on the
level of year-on-year profit growth over the three years ending on 31 March
2010.
The
founders of Candid Marketing, Mr Samarjit Singh and Mr Atul Nath, will continue
as Executive Directors, along with three directors to be appointed by
IMSG. Mr. Gregory Thain (Executive
Chairman of IMSG) will join the Board of the company as Chairman.
IMSG
intends to use the acquisition of Candid Marketing as a platform for the
continued expansion of its operations in India and will explore further
acquisition opportunities in the region. Candid Marketing will provide the
means by which IMSG will introduce its international products, including Key
Account Merchandising (“KAM”) and Storewars into the Indian market.
IMSG’s
Acquisition Director, Lau Geckler, led the transaction, and was advised by Adam
Duthie of Steeles (Law) LLP in London and Pegasus Investments & Advisory in
New Delhi.
The
Group’s NOMAD and broker is Canaccord Adams Limited.
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 records 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.44.45 |
|
UK
Pound |
1 |
Rs.84.83 |
|
Euro |
1 |
Rs.57.12 |
SCORE &
RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
|
54 |
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 |
|
NR |
In view of the lack of information, we
have no basis upon which to recommend credit dealings |
No Rating |
|