MIRA INFORM REPORT
|
Report Date : |
04.07.2007 |
IDENTIFICATION DETAILS
|
Name : |
DISH TV INDIA LIMITED |
|
|
|
|
Formerly Known
as : |
ASC ENTERPRISES LIMITED |
|
|
|
|
Registered
Office : |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035 |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2006 |
|
|
|
|
Date of
Incorporation : |
10.08.1988 |
|
|
|
|
Com. Reg. No.: |
55-101836 |
|
|
|
|
CIN No.: [Company
Identification No.] |
U51909DL1988PLC101836 |
|
|
|
|
TAN No.: [Tax Deduction
& Collection Account No.] |
MUMA18375A |
|
|
|
|
Legal Form : |
Closely Held Public Limited Liability Company |
|
|
|
|
Line of Business
: |
DTH Services, Broadcasting Services and consultancy. |
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 : |
USD 4700000 |
|
|
|
|
Status : |
Moderate |
|
|
|
|
Payment
Behaviour : |
Slow but correct |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a part of Zee-Telefilms Group of Mr. Subhash Chandra, It
can be considered normal for business dealings at usual trade terms and
conditions on merits. |
LOCATIONS
|
Registered
Office : |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035, India |
|
Tel. No.: |
91-11-27101145 |
|
Fax No.: |
91-11-27106128 |
|
E-Mail : |
|
|
Website : |
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|
Location : |
Industrial |
|
|
|
|
Corporate Office : |
5th Floor, |
|
Tel. No.: |
91-22-28235111/12/13 |
|
Fax No.: |
91-22-282351118 |
|
E-Mail : |
|
|
Location : |
Commercial |
|
|
|
|
Branch Office : |
207, Paradigm ‘B’ Mindspace, |
|
Tel. No. : |
91-22-55040280 / 81 /82 |
|
Fax No. : |
91-22-55040285 |
|
|
|
|
Branch Office : |
FC 19 Sector 16A, |
DIRECTORS
|
Name : |
Mr. Atul Laxminarin Goel |
|
Designation : |
Director |
|
Address : |
Essel House No. 3, |
|
Date of
Birth/Age : |
28.03.1977 |
|
Date of
Appointment : |
17.12.2003 |
|
Date of Ceasing
: |
28.06.2004 |
|
|
|
|
Name : |
Mr. Subhash Chandra |
|
Designation : |
Chairman |
|
Date of
Birth/Age : |
30th November 1950 |
|
Date of
Appointment : |
9th August 1995 |
|
|
|
|
Name : |
Ms. Laxmi Narain Goel |
|
Designation : |
Director |
|
Date of
Birth/Age : |
19th February 1953 |
|
Date of
Appointment : |
24th April 1995 |
|
|
|
|
Name : |
Mr. Chandrashekhar Raj Gopalan |
|
Designation : |
Director |
|
Date of
Birth/Age : |
23rd November 1960 |
|
Date of
Appointment : |
11th June 1995 |
|
|
|
|
Name : |
Mr. Ashok Goel |
|
Designation : |
Director |
|
Date of
Birth/Age : |
9th November 1961 |
|
Date of
Appointment : |
24th April 1995 |
|
|
|
|
Name : |
Mr. Punit Goenka |
|
Designation : |
Director |
|
Date of Birth/Age : |
20th June 1975 |
|
Date of Appointment : |
1st April 1998 |
MAJOR SHAREHOLDERS
|
Names of Shareholders |
|
No. of Shares |
|
Mr. Ashok Nandkishore Goel |
|
250100 |
|
Ganjum Trading Company Private Limited |
|
5887000 |
|
Churu Trading Company Private Limited |
|
10343773 |
|
Prajatma Trading Company Private Limited |
|
3975000 |
|
Briggs Trading Company Private Limited |
|
1100000 |
|
Premier Finance & Trading Private Limited |
|
5143942 |
|
Ms. Laxmi Goel |
|
100 |
|
Ms. Shushiladevi |
|
100000 |
|
Mr. Shubhash Chandra |
|
200000 |
|
Afro – Asian Satellite Communications Limited |
|
14068850 |
|
Veena Investment Private Limited |
|
30500000 |
|
TOTAL |
|
71568765 |
BUSINESS DETAILS
|
Line of Business
: |
DTH Services, Broadcasting Services and consultancy. |
|
|
|
|
Brand Names : |
Agrani and Dish TV |
|
|
|
|
Imports from : |
|
GENERAL INFORMATION
|
No. of Employees
: |
About 100 |
|
|
|
|
Bankers : |
ING Vysya Bank Limited |
|
|
|
|
Banking
Relations : |
Satisfactory |
|
|
|
|
Auditors : |
M. G. Bhandari & Company Chartered Accountants, Jolly Bhavan – 2, First Floor, 7 New Marine Lines,
Chaurchgate, Mumbai 400020 Tel. No. : 91-2256332330 Fax No. : 91-22-56351545 E-mail : mgbco@mbgbco.com 21shankar Vihar, Vikas Marg, Tel. No. : 91-11-2250830/22456840 E-mail : mghcodelhi@mghco.com |
|
|
|
|
Associates : |
v
Agrani Satellite Services Limited v
Agrani Convergence Limited v
Agrani Wireless Services Limited v
Agrani Satellite Communication v
Quick Calls Limited v
Smarttalk Limited v
Bhilwara Telenet Private Limited |
CAPITAL STRUCTURE
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
73000000 |
Equity Shares |
Rs. 10/- each |
Rs. 730.000 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
96498854 |
Equity Shares |
Rs. 10/- each |
Rs. 964.988 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 |
715.700 |
715.700 |
715.688 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
459.600 |
2537.900 |
3728.245 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
(911.428) |
|
|
NETWORTH |
1175.300 |
3253.600 |
3532.505 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
78.100 |
139.500 |
21.347 |
|
|
2] Unsecured Loans |
5.700 |
9.800 |
178.778 |
|
|
TOTAL BORROWING |
83.800 |
149.300 |
200.125 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.045 |
|
|
|
|
|
|
|
|
TOTAL |
1259.100 |
3402.900 |
3732.675 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
605.900 |
148.200 |
102.523 |
|
|
Capital work-in-progress |
536.500 |
0.000 |
66.799 |
|
|
|
|
|
|
|
|
INVESTMENT |
1088.700 |
1251.100 |
1251.816 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
4.700
|
0.000
|
46.035
|
|
|
Sundry Debtors |
75.600
|
20.600
|
46.401
|
|
|
Cash & Bank Balances |
59.400
|
44.100
|
0.014
|
|
|
Other Current Assets |
0.000
|
0.000
|
0.000
|
|
|
Loans & Advances |
1448.000
|
2463.000
|
2525.121
|
|
Total
Current Assets |
1587.700
|
2527.700 |
2617.571 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current Liabilities |
2558.300
|
523.300 |
306.034 |
|
|
Provisions |
1.400
|
0.800 |
|
|
Total
Current Liabilities |
2559.700
|
524.100 |
306.034 |
|
|
Net Current Assets |
(972.000)
|
2003.600 |
2311.537 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
1259.100 |
3402.900 |
3732.675 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
|
|
Sales Turnover |
314.600 |
93.700 |
|
|
|
Other Income |
10.100 |
28.500 |
|
|
|
Total Income |
324.700 |
122.200 |
89.426 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
(2078.000) |
(279.300) |
(7.908) |
|
|
Provision for Taxation |
0.300 |
(0.400) |
(0.167) |
|
|
Profit/(Loss) After Tax |
(2078.300) |
(278.900) |
(7.741) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures : |
|
|
|
|
|
|
Manufacturing Expenses |
738.100 |
|
|
|
|
Administrative Expenses |
331.400 |
12.600 |
|
|
|
Raw Material Consumed |
61.100 |
47.000 |
|
|
|
Salaries, Wages, Bonus, etc. |
21.500 |
17.500 |
89.748 |
|
|
Interest |
19.400 |
30.700 |
|
|
|
Power & Fuel |
1.600 |
2.600 |
|
|
|
Depreciation & Amortization |
18.300 |
7.200 |
|
|
|
Other Expenditure |
1211.300 |
41.600 |
|
|
Total Expenditure |
2402.700 |
159.200 |
89.748 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2006 |
31.03.2005 |
31.03.2004 |
|
PAT / Total Income |
(%) |
(640.068)
|
(228.232) |
(8.66) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(639.975)
|
(228.560) |
(10.58) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(94.73)
|
(10.44) |
(0.200) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(1.77)
|
(0.08) |
(0.002) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
2.25
|
0.21 |
(0.14) |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.62
|
4.82 |
(8.543) |
LOCAL AGENCY FURTHER INFORMATION
Subject is focusing
on nation-wide retailing of telecom, information & learning, media and
entertainment (TIME) products and services, satellite and digital wireless
communication ventures for provision of infrastructures, services and solutions
among other initiatives
Subject imports Mobile Handsets and other communication equipments.
Subject provides DTH services in US,
JUSTIFICATION OF
CHANGE OF NAME
That ASC Enterprises Limited [hereinafter referred to as ‘the Company’]
is carrying on business, inter-alia, pertaining to Direct to Home [“DTH”]
Broadcasting Services under the Brand Name “Dish TV” vide DTH License granted
by the Ministry of Information & Broadcasting, Government of India, since
16th September, 2003. Since
the date of launch of its Services and during last three years the said mark
has become distinctive of the company and is identified exclusively with the
DTH business of the company.
The company is marketing its Dish TV Services through its marketing
agent New Era Entertainment Network Limited [hereinafter referred to as
“NEENL”] and in fact has also got the Trade Mark “Dish TV” registered under the
Trade Marks Act, 1999 through NEENL under various classes.
The Board of directors of the company in its meeting held on 25th
day of August, 2006 has decided to file an application before the Registrar of
Companies, NCT of Delhi & Haryana, New Delhi, for availability of the name
“DISH TV INDIA LIMITED” so that after availability of said name further application
for obtaining approval of Central Government under section 21 can be moved.
The company has obtained No Objection Certificate [NOC] of NEENL for
using its Trade Mark “DISH TV” as prefix to its proposed name “DISH TV INDIA
LIMITED”.
Form
8 Particular for creation or modification of charges
|
Name of the company |
ASC ENTERPRISES LIMITED |
|
Presented By |
ING VYSYA BANK LIMITED & ASC ENTERPRISES LIMITED |
|
1) Date and description of instrument creating the change |
Term Loan agreement dt. 07.05.2004 |
|
2) Amount secured by the charge/amount owing on the securities of
charge |
Rs. 500.000 millions |
|
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 |
i] Residual charge on all movable fixed assets of the company
including furniture, fixtures, computers and other movables both present and
future situated at Fifth floor, Chintamani Plaza, Andheri [East], Mumbai,
Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110035 or
any other places or any place in transit. Ii] Residual charge on all movable
plant and machinery of the company situated at various places present and
future situated at Fifth Floor, Chintamani Plaza, Andheri Kurla Road, Andheri
[East], Mumbai, Essel House, B – 10, Lawrence Road, Industrial Area, New
Delhi – 110035 or any other places or any place in transit |
|
4) Gist of the terms and conditions and extent and operation of the
charge. |
The residual charge on above assets is to secure the Rupee Term Loan
of Rs. 500 millions sanctioned to the company. Interest is chargeable at 6.5% pa payable
with monthly rests or at such other rates as may be fixed by the Bank from
time to time. The loan is repayable in
10 equal monthly installments of Rs. 50 millions each commencing from 31st
July, 2004 and ending on 30th April, 2005 |
|
5) Name and Address and description of the person entitled to the
charge. |
ING VYSYA BANK LIMITED |
|
6) Date and brief description
of instrument modifying the charge |
Nil |
|
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. |
Nil |
Form 8 Particular
for creation or modification of charges
|
Corporation identity number or foreign company registrations number of
the company |
U51909DL1988PLC101836 |
|
Name of the company |
ASC ENTERPRISES LIMITED |
|
Address |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035 |
|
This Form is for |
Creation of charge |
|
Type of Charges |
Hypothecation |
|
Particular of the charge holder
|
L65190MH2004GOI148838 INDUSTRIAL DEVELOPMENT BANK OF INDIA LIMITED E-mail : appl.helpdesk@mca.gov.in |
|
Nature or description of the instrument creating charge |
Deed of hypothecation dated 23rd May, 2006 |
|
Date of the instrument creating charge |
23.05.2006 |
|
Amount Secure by the charge |
Rs. 750.000 millions |
|
Brief of the principal terms and conditions and extent and operation
of the charge |
As per Annexure |
|
Description of the property charge whether it is a charge on |
Plant and machinery, furniture and fixtures, stock in trade, book
debts and vehicles |
|
Particulars of the Property charged
|
The whole of moveable properties of the borrower including its
movable plant & machinery, machinery spares, tools, accessories, book
debts, located at FC – 19, Sector – 16A, Noida, Uttar Pradesh |
AS PER WEBSITE
ASC Enterprises Limited (ASCEL), is the emergent truth in technology
envisioned by Mr. Subhash Chandra, the name behind Essel Group of Companies.
Mr. Chandra has a vast range of national and global business interests,
encompassing media programming, broadcasting & distribution, packaging,
entertainment, telecom and trading, with particularly close synergies. With
ventures active in the areas of content, distribution/reach and
infrastructure/logistics such as Zee Telefilms, Siticable, Zee Interactive
Learning Systems, E-city, Esselworld among others.
ASCEL is a multi venture corporate heralding the "convergence"
era in our country, focusing on nationwide retailing of TIME (Telecom,
Information & Learning, Media, Entertainment) products & services,
satellite and digital wireless communication ventures for provision of
infrastructure, services and solutions among other initiatives.
Current projects initiated by ASCEL include Agrani Convergence Limited
(ACL), Agrani Wireless Services Limited (AWSL) and Agrani Satellite Services
Limited (ASSL). ACL is a retail network in multiple formats (brick &
mortar, virtual shop, catalog) primarily engaged in the business of retailing
TIME-related products and services.
ASCEL through AWSL has recently acquired four companies in the field of Public
Mobile Radio Trunking Services (PMRTS), currently operating under the brand of
"Smartmobile" and "Procall" in 18 major Indian cities. AWSL
is soon going to deploy state-of-the art integrated digital wireless communication
systems to provide radio trunking services in several metro and mini metro
cities. ASSL is a business venture established to harness identified market
opportunities for satellite capacities (C & Ku band) and cater to growing
demand for telecom, broadcasting and Internet-related services.
ASC Enterprises Limited also manages the investment of Mr. Subhash Chandra in
New ICO / ITGL
Establishment of an Indian registered FSS (C and Ku-band) satellite
system in the private sector through Agrani Satellite
Services Limited
acquired three PMRTS companies with 18 operating licenses through Agrani
Wireless Services Limited Moving ahead to establish Digital Networks in atleast
two cities [Mumbai & Delhi] to start with Establishment of a
nationwide chain of stores for retailing convergent ‘TIME’ products and
services through Agrani Convergence Limited
Participation in New ICO / ITGL - a global satellite
communication project
Corporate
Structure
Maximizes the enterprise value of ASCEL
Provides for freedom and flexibilities to expand and grow over time;
does not get constrained by divergences in strategic interests of other
investing partners that often occur over time. In short, unconstrained ability
to take new business initiatives as opportunities arise
Flexibility for strategic partners to also take stakes in specific
individual “focused” operating entities consistent with their strategic
interests
Flexibility for each focused operating entity to raise necessary funds
(debt as well as equity) from market
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.40.49 |
|
|
1 |
Rs.81.77 |
|
Euro |
1 |
Rs.55.18 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
4 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--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 |
|
33 |
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 |
|