MIRA INFORM REPORT

 

 

 

Report Date :

26.12.2006

 

IDENTIFICATION DETAILS

 

Name :

IDEA MOBILE COMMUNICATIONS LIMITED

 

 

Formerly Known :

ESCOTEL MOBILE COMMUNICATIONS LIMITED

 

 

Registered Office :

A-30, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi 110 044, India.

 

 

Country:

India

 

 

Financials (as on):

31.03.2005

 

 

Date of Incorporation :

25.05.1995

 

 

Com. Reg. No.:

55 – 68988

 

 

CIN No.:

[Company Identification No.]

U74899DL1995PTC068988

 

 

TAN No.:

(Tax Deduction & Collection Account No.)

DEL104979C

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

The company is engaged in providing Cellular Services, Cellular Telephone, SIM Card.

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

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

Small

 

Maximum Credit Limit :

 

 

 

Status :

Moderate

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track records. Profit margin is under severe pressure. Payments are usually correct and as per commitments.

 

The company can be considered for normal business dealings at usual trade terms and conditions.

 

LOCATIONS

 

Registered Office/

Head Office :

A-30, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi 110 044, India

Tel. No.:

91-11-5560 7700 / 66615555

Fax No.:

91-11-5560 7714 / 66615499

E-Mail :

escotel@esotel.net

kapish.jain@ideacellular.com

Website:

http://www.escotel.net

http://www.ideacellular.com

Area :

Large

Location:

Owned- Commercial

 

DIRECTORS

 

Name :

Mr Rajan Nanda

Designation :

Chairman

Address:

2 Friends Colony, New Delhi – 110 065, India.

Date of Birth/Age :

15/10/1942

Qualification:

Graduate

Date of Appointment :

28/11/1995

 

 

Name :

Mr Wallace F Paul, Foreigner

Designation :

Director

Address:

24 F Two Exchange Square, 8 Connaught Palace, Hong Kong.

Date of Birth/Age :

27/06/1950

Date of Appointment :

30/04/2003

 

 

Name :

Mr Thacker Premji Vijay

Designation :

Director

Address:

7-34 Shyam Vilas, B Desai Marg, Mumbai, Maharashtra, India

Date of Birth/Age :

21/06/1960

Date of Appointment :

28/11/1995

 

 

Name :

Mr Pangilinan V Manuel

Designation :

Director

Address:

24 F Two Exchange Square, 8 Connaught Palace, Hong Kong.

Date of Birth/Age :

14/07/1946

Date of Appointment :

28/11/1995

 

 

Name :

Mr Pasricha Uday

Designation :

Director

Address:

E 4 Palmsprings, 104 Cuffe Parade, Colaba, Mumbai – 400 005, Maharashtra, India.

Date of Birth/Age :

05/04/1957

Date of Appointment :

19/01/1996

 

 

Name :

Mr Edwards L Christopher Foreigner

Designation :

Director

Address:

Mill Batch, Blackford Road, Mark High Bridge, Somerset, Ta 9 4 NR, Uk.

Date of Birth/Age :

24/01/1948

Date of Appointment :

14/01/2000

 

 

Name :

Mr N G Hong Pong Joseph Foreigner

Designation :

Director

Address:

Flat 4 – B, Tower – 2, Robinson Heights, No 8, Robinson Road, Hong Kong.

Date of Birth/Age :

18/09/1962

Date of Appointment :

14/01/2000

 

 

Name :

Mr Swaroop Rajan

Designation :

Whole Time Director

Address :

No. 9, 2nd Floor, Panchsheela Park, New Delhi – 110 017.

Date of Birth/Age :

23/01/1957

Date of Appointment :

30/04/2003

 

 

Name :

Mr Virmani Anil

Designation :

Director

Address :

J 173, 2nd Floor, Saket, New Delhi – 110 017.

Date of Birth/Age :

10/09/1951

Date of Appointment :

30/04/2003

 

 

Name :

Mr Tortoric A Edward Foreigner

Designation :

Director

Address :

24 F Two Exchange Square, 8 Connaught Palace, Hong Kong.

Date of Birth/Age :

24/11/1939

Date of Appointment :

30/04/2003

 

 

Name :

Mr Rae James Donald Foreigner

Designation :

Director

 

C/o, Smart Communications, INC Smart Towers, 6799 Ayala Avenue, Makati City, Phillipines.

Date of Birth/Age :

21/04/1961

Date of Appointment :

30/04/2003

 

 

Name :

Ms Mandal Vidya

Designation :

Company Secretary

Address :

1612, Sectro 28, Faridabad – 110 003, Haryana.

Date of Birth/Age :

26/03/1962

Date of Appointment :

08/12/1997

 

 

Name :

Mr. Nadkarni Girish

Designation :

Director

Address :

Sushila Niwas, Saraswati Baug Society Road, Andheri, Mumbai – 400 060, India.

Date of Birth/Age :

21.10.1968

Date of Appointment :

10.06.2004

 

 

Name :

Mr. Mysore R Prasanna

Designation :

Director

Address :

901 Citadel, 9th Floor, 188 LD Ruparel Marg, Malbar Hills, Mumbai – 400 006, India.

Date of Birth/Age :

07.04.1947

Date of Appointment :

10.06.2004

 

 

Name :

Mr. Ty Graham

Designation :

Director

Address :

7277, 164 Avenue NE, Redmond, WA 98052

Date of Birth/Age :

27.04.1962

Date of Appointment :

10.06.2004

 

 

Name :

Mr. Jain Kapish

Designation :

Director

Address :

101, Sector 21 B, Faridabad – 121 001, Haryana.

Date of Birth/Age :

09.10.1954

Date of Appointment :

10.06.2004

 

 

Name :

Mr. Mehmi Vikram

Designation :

Director

Address :

Flat No. 5, Building 9, Atur Park Naylor Road, Pune – 411 001, Maharashtra, India.

Date of Birth/Age :

13.11.1953

Date of Appointment :

10.06.2004

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

No. of Shares

Jain Kumar Lalit

40

Virmani Anil

14

Mathur Behari Girish

280

Wadhera Anil

14

Escorts Limited

268,259,652

First Pacific Company Limited

52,600,000

Personal Communications (Mauritius) Limited

205,140,000

Idea Cellular Limited with Mr. Pravesh Aghi

54

Idea Cellular Limited with Mr. Bimal Khandewal

20

Idea Cellular Limited with Mr. Satish Rajgarha

61

Idea Cellular Limited with Mr. Sudhir Mathur

86

Idea Cellular Limited with Mr. Vikram Nehmi

91

Idea Cellular Limited with Mr. Rajat Mukarji

36

Idea Cellular Limited

52999652

 

BUSINESS DETAILS

 

Line of Business :

The company is engaged in providing Cellular Services, Cellular Telephone, SIM Card.

 

 

Product:

Products

ITC Code No.

Cellular Telephone

852520.05

SIM Card

584212.000

 

GENERAL INFORMATION

 

 

 

Bankers :

Standard Chartered Bank

 

Industrial Development Bank of India Limited

IDBI Tower, WTC Complex, Cuffe Parade, Colaba, Mumbai – 400005

 

Union Bank of India

Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400021

 

Bank of Baroda

Mumbai Main Branch, 10/12, Mumbai Samachar Marg, Fort, Mumbai – 400023

 

UTI Bank Limited

Sterling Plaza, 1262/B, Jangi Maharaj Road, Deccan Gymkhana, Pune – 411004

 

Canara Bank

Warden House, Sir P. M. Road, Fort, Mumbai – 400001

 

Uco Bank

Mafatlal Centre, 1st Floor, Nariman Point, Mumbai – 400021

 

United Bank of India

United Bank of India Building, 25, Sir Pheroze Shah, Mehta Road, Fort, Mumbai – 400021

 

Dena Bank

Ashok Chambers, J M Road, Deccab Gymkhana, Pune – 411004

 

HDFC Bank Limited

Millennium Towers, 885/1, Bhandarkar Road, Pune – 411004

 

Jammu and Kashmir Bank

79A, Mehta House4, Bombay Samachar Marg, Fort,  Mumbai – 400023

 

State Bank of Saurashtra

17/18-A, Nariman Bhavan, Nariman Point, Mumbai – 400021

 

Punjab National Bank

Maker Tower, E, Ground Floor, Cuffe Parade, Mumbai – 400005

 

Life Insurance Corporation of India

Togaksheema, Jeevan Bima Marg, Mumbai – 400021

 

Insurance Development Finance Company Limited

Ramon House, 169 Backbay Reclamation, Mumbai – 400020

 

Small Industries Development Bank of India

Mumbai Branch office, SME Development Centre, C-11, Bandra Kurla Complex, Bandra [East] Mumbai – 400051

 

Export Import Bank of India

Center One Building, Floor No. 21, World Trade center Complex, Cuffe Parade, Mumbaqi - 400005

 

 

Facilities :

Secured Loan

Amount

(in Millions)

From Banks

 

Other Loans

400.000

Vehicles

3.76

Others

5100.000

 

 

Unsecured Loan

 

From Banks

 

Loans*

2000.000

From Others*

(* Secured Against the borrowing is pending creation as at the balance sheet date.)

750.000

Other Loans

 

Interest Free Bond

1757.36

Total:

10291.120

 

Notes:

 

  1. The above borrowing other than the vehicle loans are secured by assets referred to in note 2, below net book value aggregating Rs. 5639.580 Millions (Previous Year Rs. 4753.320 Millions)
  2. The above borrowing are secured by under mentioned securities: Rs. 4500.000 Millions secured by the fixed movable assets and current assets of the company both present & future Rs. 1000.000 Millions secured by

v      The fixed movable assets and current assets of the company both present

v      All tangible assets of the company both present & future (excluding Licenses)

v      All the right, title benefit, claims and demands whatsoever of the company, in to under or in respect of the project Documents (other than the license Agreement and the Tripartite Agreement)

v      All the right, title benefit, claims and demands whatsoever of the company, in to under or in respect of

 

a)       Any letter of credit, guarantee or performance bond that may be provided by any party to the company duly acknowledged and conented to, where required, by the relevant parties

b)       All the right, title benefit, claims and demands whatsoever of the company, in the clearances in relation to the project.

c)       Insurance Contracts / insurance proceeds in relations to the project.

  1. Vehicle loans are secured by the hypothecation of vehicle against which the loans have been taken.

 

 

 

Banking Relations :

--

 

 

Auditors :

Price Water House

Chartered Accountants

P-1, Aditya Vihar, Saidullajab, Opp. D Block, Saket, Mehrauli-Badarpur Road, Delhi – 110030, India

 

A. F. Ferguson and Company

Chartered Accountants

9, Scindia House, Kasturba Gandhi Marg, Connaught Place, New Delhi – 110001, India

 

 

Associates/Subsidiaries :

Ř       Escorts Telecommunication Limited

Ř       Escosoft Technologies Limited

Ř       Escorts Heart Institute and Research Centre

Ř       Cellnext Solutions Limited

Ř       Escorts Finance Limited

Ř       Escorts Hospital and Research Centre

 

 

Holding Company:

v      Escorts Limited

v      Idea Cellular Limited

 

 

Subsidiaries:

v      Vaspte Investment Private Limited

v      Asian Telephone Services Limited

v      Swinder Singh Satara & company Limited

v      Escorts Telecommunication Limited*

v      Escorts Heart Institute and Research Center*

v      Escorts Finance Limited*

v      Iserv India Solutions Private Limited*

v      Bhagalakshmi Investment Private Limited

v      BTA Cellcom Limited

v      Sapte Investments Private Limited

v      Escorts Technologies Limited*

v      Cellnext Solutions Limited*

v      Escorts Hospital and Research Centre*

(* for the period 01.04.2004 to 10.06.2004)

 

 

Affiliates:

Ř       First Pacific Company Limited

Ř       Personal Communications (Mauritius) Limited

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

766,000,000

Equity Shares

Rs.10.- each

Rs. 7660.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

526,000,000

Equity Shares

Rs.10.- each

Rs. 5260.000 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

5260.000

5260.000

5260.000

2]   Advance Against Equity

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

0.000

4] (Accumulated Losses)

(9815.690)

(9980.810)

(9642.889)

NETWORTH

(4555.690)

(4720.810)

(4382.889)

LOAN FUNDS

 

 

 

1] Secured Loans

1001.050

7503.760

6565.593

2] Unsecured Loans

8560.220

2507.360

1845.133

TOTAL BORROWING

9561.270

10011.120

8410.726

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

5005.580

5290.310

4027.837

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

6083.000

5977.020

6213.387

Capital work-in-progress

483.910

269.390

54.029

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories
17.590
27.160

25.825

 
Sundry Debtors
283.180
285.140

170.268

 
Cash & Bank Balances
143.210
207.680

100.313

 
Other Current Assets
0.000
0.000

0.000

 
Loans & Advances
1200.870
608.990

315.560

Total Current Assets
1644.850
1128.970

611.966

Less : CURRENT LIABILITIES & PROVISIONS
 
 

 

 
Current Liabilities
3067.860
1991.640

2837.419

 
Provisions
138.320
93.430

14.126

Total Current Liabilities
3206.180
2085.07

2851.545

Net Current Assets
(1561.330)
(956.100)

(2239.579)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5005.580

5290.310

4027.837

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover [including other income]

7134.333

5082.270

4393.411

 

 

 

 

Profit/(Loss) Before Tax

178.073

(337.920)

(1051.099)

Provision for Taxation

12.950

0.000

0.000

Profit/(Loss) After Tax

165.123

(337.920)

(1051.099)

 

 

 

 

Export Value

133.430

NA

NA

 

 

 

 

Total Expenditure

6956.260

3350.770

2811.993

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

31.03.2005

31.03.2004

PAT / Total Income
(%)

2.31

(6.65)

          (23.92)

 
 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

2.50

(6.65)

          (25.61)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

2.30

(4.58)

            (6.36)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.04)

(7.16)

(0.24)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

(2.80)

(2.56)

(2.57)

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.51

0.54

              0.21

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

The subject was formerly known Escotel Mobile Communications Private Limited and subsequently changed to Idea Mobile Communications Limited w.e.f. July 1, 2004 as per the Registrar of Companies letter No. ROC/21/55-68988/713 dated July 1, 2004 

 

On January 15, 2004 Escorts Limited (Escorts), First Pacific Company Limited (FPC) and Personal Communications (Mauritius) Limited (the Promoters), whole hold 51%, 10% and 39% respectively in the Company have entered into a Share Sale and Purchase Agreement (SSPA) agreement with Idea Cellular Limited (Idea) to divest their stake in the Company to Idea Cellular Limited.

 

Incorporated on May 21, 1995 the subject is engaged in the business of Providing Cellular Services

 

Subject reportedly imports cellular phones and other communication equipments

 

Particulars

31-Mar-2004

31-Mar-2003

Value

(Rs. In Lac)

% of Consumption

Qty

(Nos)

% of Consumption

Imported

-

-

4.22

90.17

 

 

Subject provides communication services and generate income from overseas

 

Operations/Business:

40% in Uttar Pradesh (West)

26% in Haryana

33% in Kerala

 

Financial Results:

 

The company’s accumulated losses exceed the shareholder funds however, the company’s operating to improve during the year. The income of the company recorded a growth of 22.20% from the previous year whereas net loss for the year reduced by 68% as compare to the previous year. The company has also received confirmation from its holding company fro the necessary financial and business support. In view of the share, the accounts for the year have been prepared on a going concern basis.

 

Share Capital:

 

The issued and paid up capital Share capital of the company is Rs. 5260.000 Millions as at 31.03.205, which is unchanged from last year the company’s ownership changed by way of a 100% equity buy about of the company’s share Capital by Idea Cellular Limited. From Escorts Limited. First pacific Company Limited. and Personal Communication (Mauritius) Limited., its erstwhile shareholders.

 

Dividend:

 

Since the company has incurred losses during the year, no dividend has been recommended by the Board of Directors.

 

Operations:

 

Over the financial year of the company has maintained a steady growth and has grown from 989 customers to 1385 customers i.e. growth of 40%. The company achieved a turnover of Rs. 5368.620 Millions and an EBITDA of Rs. 2017.850 Millions representing an increase of 22.20% and 27.40% respectively over the last year. The growth trends have been maintained in spite of intense competition from 5 Cellular /CDMA operators in each circle and an enormous drop in tariffs across the country.

 

The company maintained its strong position in each of its circles despite the intense competition and closed the year with a market share of 38%, 20% and 27% in UP (West), Haryana and Kerala respectively.

 

Marketing Update:

 

During the year under review, the company has continued its extensive efforts on the marketing front by introducing various marketing initiatives across all its circles of operations. Some of the major marketing initiatives are:

 

VAS Services

 

During the year, the company has launched various new VAS services. Among SMS services major launches were cricket alerts, SMS services of CNBC TV 18, Contests, picture messages, logos ringtone services etc. Among voice services major launches were, indiatimes voice service.

 

Dialer Tones:

 

The company has launched an existing and entertaining service called Dialer Tones under which IDEA’S customers can set their Ringing tone for caller from a choice of tunes, ranging from Bellwood film songs o International hits, wacky sounds to instrumental music and even their own voice, among other tunes. The best feature of the product is that Tones can be customized caller wise- Friends can get a special tone and family can get an altogether different tone World wide this service is extremely popular and one of most accessed value added services.

 

Launch of LIFETIME IDEA:

 

The company has launched a unique special programme ‘LIFETIME IDEA’ for the prepaid subscriber. This special programme allows Bonus Talk time to its customers depending upon hoe long the customer stayed on IDEA network. It is the first and only loyalty program, for prepaid customers, introduced by a Cellular brand.

 

Sibnificant Industry Developments:

 

Industrial Growth:

 

The Indian mobility industry has continued to maintain its fast pace growth during the financial year 2004-05 growing at around 55% with total mobility subscribers touching 51.700 Millions subscribers by March 2005, mainly driven by intense competition, aggressive pricing and increased network coverage. Further, the industry has achieved a milestone by exceeding the number of fixed subscribers.

 

Increase in FDI Limit:

 

The government had cleared the long discussed proposal to hike Foreign Direct Investment limit in telecom sector to 74% form the current 49%. The increase in the FDI limit is expected to user in a 20% jump in foreign investments in the telecom sector within next 2 years. However few restrictions have been imposed such as:

v      Majority of Board members have to be Indians

v      10% of the equity will have to be held by the Indian promoters etc.

 

TRAI’s recommendation on Unified Licensing regime:

 

TRAI had issue dits final recommendations to the DOT on the unified licencing regime.

 

The recommendation were as under:

 

v      Registration charges equivalent to entry fee comprising NLD+ILD+ a proportion of entry fee paid by new BSOs.

v      Revenue share licence fees reduced to 6% of Adjusted Gross Revenue from currently 15%

v      Migration is optional at this stage, but will be mandatory after 5 Years.

v      Reselling is not permitted at this stage.

 

The department of Telecommunication is yet to finalize its policy on the same.

 

New ADC Regime

 

TRAI had announced a new Access Deficit Charge (ADC) regime effective from 01.02.2005 which will result in lower pries for domestic consumers. Key changes are as follows:

v      ADC  on National Long Distance calls reduced to 30 paise against 30, 50 & 80 paise for the 0-50, 50-200 & >200 km paid earlier

v      ADC on International outgoing calls reduced to Rs. 2.50/ minute as against Rs. 4.25* minute earlier.

v      ADC on International incoming calls reduced to Rs. 3.25 / minute as against Rs. 4.25/ minute earlier.

 

TRAI Regulation on Access to Information:

 

A regulation has been issued to protect the confidentiality of the document filed by the service providers with the authority. A service provider claiming confidentially of document filed shall give reason for keeping the information confidential.

 

Fixed Assets:

 

Land, Leasehold Land, Building, Leasehold Improvement, Plant & Machinery, Furniture & Fixture and Vehicles etc.

 

Interconnection Usage Charge (IUC) Regime

 

Pursuant to TRAI Regulation 2003, IUC regime was implemented from 1st May 2003.  As a result Airtime on incoming calls is not leviable and cost based interconnection charges have been specified for organisation, carriage and termination of calls.  Additionally, access deficit charges are payable to basic service providers in respect of calls made from cellular to cellular and cellular to fixed subscribers.  The regulations were further amended /modified due to certain anomalies in the charges and revised regulations were implemented from 1st February 2004.

 

Transfer of Licence

 

In respect of transfer/assignment of licenses, DOT issued an amendment on 2nd June 2003, permitting transfer of licenses whenever amalgamation or restructuring i.e. merger or demerged is approved by the High Court in accordance with the provisions of the Companies Act 1956, provided the transferee is fully eligible in accordance with eligibility criteria contained in Tender conditions for grant of fresh license in that area.  This is to enable consolidation of business and to manage operations efficiently.  Earlier a licensee company was barred from creating any third party right in any manner whatsoever.

 

Unified Access Service License (UASL) (Basic and Cellular)

 

Purusant to TRAI recommendation, DOT issued guidelines for Unified Access Services License on 11th November 2003, unifying Basic and Cellular Mobile Services within the service area.  This provides an option for existing Basic Service Operator (BSO) to migrate to UASL for a service area, the entry fee for which will be equal to entry fee paid by the 4th CMTS provider. 

 

Reduction in License Fee

 

The Government of India announced a package of financial relief to help alleviate financial strain on cellular operators and issued amendment to the license agreement on 27th January 2004 reducing the license fee by 2% for all Telecom Service Providers.  Further in view of high entry fee paid by the 1st and 2nd CMTS Circle operators compared to 4th CMTS licensees, license fee for 1st and 2nd circle operators has been further reduced by another 2% with effect from 1st April 2004 for a period of 4 years.

 

Wireless in Local Loop (WLL)

 

On October 28, 2003 the Cellular Operators Association of India (COAI) filed an appeal in the Supreme Court against the Telecom Dispute Settlement and Appellate Tribunal's (TDSAT) majority judgment, which had allowed liability mobility (WLL) services to basic Operators.

 

Idea to invest Rs 2000 Millions in Escotel areas 

Mid Day  — January 20, 2004

 

Idea Cellular the three way joint venture between Tatas, Birla and US based AT&T is to invest Rs  2000 Millions in expanding the network and facilities, in the three circles of UP West, Haryana and  Kerala of Escotel Mobile Communications which it took over.

 

“We expect the integration process of the six circles we have purchased from the Escorts-First  Pacific combine to be complete within the next three months. All these circles are now cash positive and generate enough to cover their debt servicing. However we will have to infuse the funds necessary for expansion and up gradation of the network,” says Idea Cellular chief executive  officer Vikram Mehmi.

 

The company plans to roll out the Idea brand in all these circles in a passed manner once a brand transition plan is developed.

 

“We have started integration of the acquisitions in different functional areas like call centers and will do a best practices based integration on a national level,” Mehmi says. To fund the Rs  2750 Millions cash price paid for the takeover of the six cellular circles, Idea has arranged bridge financing from lenders.

 

“We plan to fund the takeover cost and expansion outlay in the Escorts circles via a mix of debt  and equity. We have already achieved financial closure for the existing Idea circles which  includes funding of Rs 6000 Millions towards additional capacity building, upgradation of network and  IT infrastructure,” Mehmi says.

 

For the existing Idea circles the company has already received the promoters equity contribution  and is drawing down on the debt component in a phased manner.

 

The company is expected to come out with an IPO in the next six months as it’s also seeing an  healthy growth in its subscriber base that would entail additional investments at the back end to support growth.

 

This will be crucial to the company maintaining a healthy debt to equity ratio considering that  it already has a debt load running into thousands of crores of rupees and will take on another Rs  8000 Millions of debt in the Escorts acquisition.

 

Upside for Escorts

 

Beleaguered Escorts which had seen repeated downgrades of its long term credit rating since 2002  from investment grade category to junk grade in November/December 2003 may now see its credit  worthiness climb back into investment grade category after the infusion of cash from the sale of  Escotel Mobile Communications and three circles of Escorts Telecommunications.

 

The company is also expected to benefit from the debt of Escotel being taken over by Idea. Since  Escorts will also not have to make any further funds infusion into the business it will act as a  ratings positive for the company.

 

The following clause be added as clause 183 of the Articles of Association of the company :

 

To comply with the licence agreements for Cellular, Basic, Unified Access Services, International Long Distance, National Long Distance or any business related to telephone and communication entered by the company with the department of telecommunications and any violation of the licence agreement shall automatically lead to the company being unable to carry on its business in this regard.

 

 

Name of the company

ESCOTEL MOBILE COMMUNICATION LIMITED

Presented By

Mr. Satish Rajgarhia, Authorised Signtory

1) Date and description of instrument creating the change

28.06.2004, Deed of Hypothecation executed by the company in favour of Infrastructure Development Finance Company Limited. (Hereafter referred to as ‘the Lender’) A certified copy of the said Deed of Hypothecation is.

2) Amount secured by the charge/amount owing on the securities of charge

The rupee loan of Rs. 1000.000 Million agreed to be lent and advance by the lender of the company together with interest, additional interest, liquidated damages, cost, charges, expenses and other monies payable by the company to the Lender on the terms, conditions and covenants of the short Term Rupee Loan Agreement dated 28.06.2004 entered in to between the company and the Lender (Hereafter referred to as ‘the Loan Agreement’)

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

The whole of the movable properties of the company including all office equipment and furniture, vehicles, telephone and other movable assets of whatsoever nature belonging to the company, both present & future, whether now lying loose or incase or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought in to or upon or be stored or be in the or about all the company factories, premises and godowns or wherever else the same may be or be hold by any party to the order or disposition of the company or in course or transit or on high seas or on order or delivery, howsoever and whatsoever in the possession or addition and the company and either by way of substitution or addition and the company book debts, operating cash flows, bank accounts, receivable, commissions any other revenues of whatsoever nature and where  arising.

 

All intangible assets of the company, including but not limited to goodwill, trade mark, uncalled capital, patent, present & future.

 

All the right title, interest, benefits, claims and demands whatsoever of the company in, to or in respect of the project document including but not limited to the right to recover payments and the benefit of all receivables or other claims of the company under or in respect of there project document, the right to compel performance under the project document, the right to substitute or to be substituted for the company there under.

 

All the right, title, interest, benefits, claims and demands whatsoever of the company in, to under or in respect of that may be provided by any party to the company, duly acknowledge and consented to, where required by the relevant parties:

 

All the right, title interest, benefits, claims and demands whatsoever of the company in the clearances in relations to the project and

 

Insurance contracts/ insurance proceeds in relations to the project.

4) Gist of the terms and conditions and extent and operation of the charge.

The first charge operates as security, interalia, for the due payment by the company to the lender of its Loan of Rs. 1000 Millions, together with all with interest, additional interest, liquidated damages, cost, charges, expenses and other monies I terms of the loan Agreement.

 

The company has undertaken to keep the properties, goods maintained in 3 above in marketable and good conditions at its own costs and to insure the same in the joint names of the company and the lender.

 

All the goods hypothecation and all realization and insurance proceeds thereof and all document in respects of the said security are to be kept distinguishable and held as the exclusive property of the Lender.

 

The security created under the said Deed of Hypothecation is to be a continuing security.

 

The security created under the said Deed of Hypothecation shall rank pari passu with the security created in flavor of other Lenders.

5) Name and Address and description of the person entitled to the charge.

Infrastructure Development Finance Company Limited, Ramon House, 2nd Floor, 169, Backbay Reclamation, Mumbai – 400 020.

6) Date and brief description of instrument modifying the charge

NOT APPLICABLE

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

NOT APPLICABLE

 

Particulars of Charge Holders

 

Name of Lender

Rupee Commitment

[Rs in Millions]

Industrial Development Bank of India Limited

5500

IDBI Tower, WTC Complex, Cuffe Parade, Colaba, Mumbai – 400005

 

 

 

Union Bank of India

4000

Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400021

 

 

 

Bank of Baroda

3750

Mumbai Main Branch, 10/12, Mumbai Samachar Marg, Fort, Mumbai – 400023

 

 

 

Bank of India

3750

Bank of India Building, 70/80, M G Road, Fort, Mumbai - 400023

 

 

 

UTI Bank Limited

3400

Sterling Plaza, 1262/B, Jangi Maharaj Road, Deccan Gymkhana, Pune – 411004

 

 

 

Canara Bank

3000

Warden House, Sir P. M. Road, Fort, Mumbai – 400001

 

 

 

UCO Bank

3000

Mafatlal Centre, 1st Floor, Nariman Point, Mumbai – 400021

 

 

 

United Bank of India

2200

United Bank of India Building, 25, Sir Pheroze Shah, Mehta Road, Fort, Mumbai – 400021

 

 

 

Dena Bank

2200

Ashok Chambers, J M Road, Deccab Gymkhana, Pune – 411004

 

 

 

HDFC Bank Limited

750

Millennium Towers, 885/1, Bhandarkar Road, Pune – 411004

 

 

 

Jammu and Kashmir Bank

370

79A, Mehta House4, Bombay Samachar Marg, Fort,  Mumbai – 400023

 

 

 

State Bank of Saurashtra

370

17/18-A, Nariman Bhavan, Nariman Point, Mumbai – 400021

 

 

 

Punjab National Bank

270

Maker Tower, E, Ground Floor, Cuffe Parade, Mumbai – 400005

 

 

 

Life Insurance Corporation of India

3000

Togaksheema, Jeevan Bima Marg, Mumbai – 400021

 

 

 

Insurance Development Finance Company Limited

2500

Ramon House, 169 Backbay Reclamation, Mumbai – 400020

 

 

 

Small Industries Development Bank of India

1000

Mumbai Branch office, SME Development Centre, C-11, Bandra Kurla Complex, Bandra [East] Mumbai – 400051

 

 

 

Export Import Bank of India

750

Center One Building, Floor No. 21, World Trade center Complex, Cuffe Parade, Mumbaqi - 400005

 

Total

4224

 

 

 

 


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. 44.23

UK Pound

1

Rs. 86.91

Euro

1

Rs. 58.26

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

6

--RESERVES

1~10

-

--CREDIT LINES

1~10

5

--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

 

34

 

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

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