MIRA
INFORM REPORT
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Report Date : |
21.11.2008 |
IDENTIFICATION DETAILS
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Name : |
TV 18 HOME SHOPPING NETWORK LIMITED |
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Formerly Known As : |
TV 18 HOME SHOPPING NETWORK PRIVATE LIMITED |
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Registered Office : |
601, 6th Floor, |
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Country : |
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Financials (as on) : |
31.03.2008 |
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Date of Incorporation : |
13.06.2006 |
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Com. Reg. No.: |
55-149705 |
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CIN No.: [Company
Identification No.] |
U93091DL2006PLC149705 |
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Legal Form : |
A Closely Held Public Limited Liability Company |
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Line of Business : |
Subject is engaged in Broadcasting Services. |
RATING & COMMENTS
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MIRA’s Rating : |
C |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
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Status : |
Poor |
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Payment Behaviour : |
Slow |
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Litigation : |
Clear |
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Comments : |
The company is a part of TV 18 Network Group. It markets nearly 5000
products thru television network. The company continues to incur huge losses. It has very large
accumulated losses. The company payments are slow. It would be prudent to deal with the company on fully safe and secured
trade terms and conditions. |
LOCATIONS
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Registered Office : |
601, 6th Floor, |
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E-Mail : |
roshni.tandon@network18online.com
, sachin.gupta@tv18online.com
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Website : |
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Head Office : |
C-3, Sector 3, Noida 201 301, |
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Tel. No.: |
91-120-4071839 |
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Corporate Office : |
B-2, Kailash Apartment, Lala Lajpat Rai Marg, |
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E-Mail : |
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Branch 1 : |
P. No. 15, |
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Tel. No.: |
91-120-4341818/ 3987777 |
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Fax No.: |
91-120-4324102 |
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Branch 2 : |
7th Floor, FC-24, Sector 16A, |
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Tel. No.: |
91-120-4071818 |
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Fax No.: |
91-120-4242415 |
DIRECTORS
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Name : |
Mr. Raghav Bahl |
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Designation : |
Director |
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Address : |
E-36, Sector 30, Noida 201 301, |
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Date of Birth/Age : |
02.01.1961 |
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Date of Appointment : |
13.06.2006 |
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Name : |
Ms. Ritu Kapur |
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Designation : |
Director |
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Address : |
E-36, Sector 30, Noida 201 301, |
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Date of Birth/Age : |
20.10.1967 |
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Date of Appointment : |
13.06.2006 |
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Date of Ceasing : |
27.06.2006 |
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Name : |
Mr. Sanjay Ray Chaudhuri |
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Designation : |
Director |
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Address : |
LGG – 110, The Leburnum, Sushant Lok, Gurgaon 122 002, |
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Date of Birth/Age : |
30.01.1966 |
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Date of Appointment : |
27.06.2006 |
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Name : |
Mr. Raman Deep Singh Bawa |
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Designation : |
Additional Director |
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Address : |
B 1/ 1273, Vasant Kunj, |
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Date of Birth/Age : |
05.03.1951 |
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Date of Appointment : |
20.03.2008 |
KEY EXECUTIVES
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Name : |
Mr. Sachin Gupta |
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Designation : |
Company Secretary |
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Address : |
RU-462, Pitam Pura, |
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Date of Birth/Age : |
21.10.1974 |
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Date of Appointment : |
14.05.2007 |
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Name : |
Mr. Sundeep Malhotra |
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Designation : |
Chief Executive Officer |
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Date of Birth/Age : |
46 Years |
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Qualification : |
PGD in Marketing from AIIMA |
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Experience : |
20 Years |
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Date of Appointment : |
01.08.2006 |
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Other Directorship : |
Pepsi |
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Name : |
Mr. Atrash Aman |
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Designation : |
Vice President – Sales and Marketing |
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Date of Birth/Age : |
38 Years |
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Qualification : |
MBA from FMS |
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Experience : |
13 Years |
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Date of Appointment : |
01.03.2007 |
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Other Directorship : |
Bharti Airtel Limited |
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Name : |
Mrs. Ashwini K Sharma |
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Designation : |
Vice President – Planning and Broadcasting |
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Date of Birth/Age : |
35 Years |
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Qualification : |
M B A |
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Experience : |
10 Years |
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Date of Appointment : |
29.10.2007 |
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Other Directorship : |
V G L Limited |
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Name : |
Mr. Raman Gulati |
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Designation : |
Vice President – Finance and Operations |
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Date of Birth/Age : |
52 Years |
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Qualification : |
C A and M B a |
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Experience : |
20 Years |
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Date of Appointment : |
26.09.2006 |
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Other Directorship : |
Times Internet Limited |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 05.09.2007
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Names of Shareholders |
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No. of Equity
Shares |
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TV 18 HSN Holding Limited |
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618558 |
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Mr. Raghav Bahl |
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1 |
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No. of
Preference Shares |
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TV 18 HSN Holding Limited |
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101181 |
AS ON 30.09.2007
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Equity Share
Breakup |
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Percentage of
Holding |
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Category |
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Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others] |
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100.00 |
BUSINESS DETAILS
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Line of Business : |
Subject is engaged in Broadcasting Services. |
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Products : |
Television Broadcasting and Related Services – 9540 |
GENERAL INFORMATION
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No. of Employees : |
-- |
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Bankers : |
Yes Bank Limited 9th
Floor, Nehru Centre, Discovery of |
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Facilities : |
Secured Loans (Rs.
in millions)
n
First exclusive charge on current asset and
movable fixed assets. n
Personal guarantee of a director. n
Corporate guarantee of Network 18 Media and
Investments Limited, the holding company.
n
First exclusive charge on current asset and
movable fixed assets, n
Personal guarantee of a director. n
Corporate guarantee of Network 18 Media and
Investments Limited, the holding company. |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
Deloitte Haskin and Sells Chartered Accountants |
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Address : |
MCT House, One Okhla Centre, Block A, Okhla Institutional Area, New |
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Holding Company : |
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Subsidiaries : |
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CAPITAL STRUCTURE
AS ON 31.03.2008
Authorised Capital :
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No. of Shares |
Type |
Value |
Amount |
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1000000 |
Equity Shares |
Rs. 10/- Each |
Rs. 10.000 |
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400000 |
Preference Shares |
Rs. 100/- Each |
Rs. 40.000 |
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Total |
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Rs.
50.000 millions |
Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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4550300 |
Equity Shares |
Rs. 10/- Each |
Rs. 45.503 millions |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.03.2008 |
31.03.2007 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
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45.503 |
12.242 |
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2] Share Application Money |
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0.000 |
0.000 |
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3] Reserves & Surplus |
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216.523 |
48.567 |
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4] (Accumulated Losses) |
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(424.218) |
(42.076) |
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NETWORTH |
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(162.192) |
18.733 |
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LOAN FUNDS |
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1] Secured Loans |
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243.301 |
0.000 |
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2] Unsecured Loans |
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0.000 |
0.000 |
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TOTAL BORROWING |
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243.302 |
0.000 |
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DEFERRED TAX LIABILITIES |
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0.000 |
0.000 |
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TOTAL |
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81.110 |
18.733 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
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96.018 |
3.956 |
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Capital work-in-progress |
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67.028 |
0.000 |
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INVESTMENT |
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0.000 |
21.908 |
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DEFERREX TAX ASSETS |
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0.000 |
0.000 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
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0.000 |
0.000 |
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Sundry Debtors |
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4.301 |
0.871 |
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Cash & Bank Balances |
|
4.168 |
3.584 |
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Other Current Assets |
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0.000 |
0.000 |
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Loans & Advances |
|
106.404 |
10.157 |
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Total
Current Assets |
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114.873 |
14.612 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Current Liabilities |
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194.064 |
21.332 |
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Provisions |
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2.745 |
0.411 |
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Total
Current Liabilities |
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196.809 |
21.743 |
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Net Current Assets |
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(81.936) |
(7.131) |
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MISCELLANEOUS EXPENSES |
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0.000 |
0.000 |
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TOTAL |
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81.110 |
18.733 |
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PROFIT & LOSS
ACCOUNT
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PARTICULARS |
|
31.03.2008 |
31.03.2007 |
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Sales Turnover |
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39.744 |
2.275 |
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Other Income |
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5.769 |
1.508 |
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Total Income |
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45.513 |
3.783 |
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Profit/(Loss) Before Tax |
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(380.736) |
(41.950) |
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Provision for Taxation |
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1.406 |
0.126 |
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Profit/(Loss) After Tax |
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(382.142) |
(42.076) |
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Imports : |
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Capital Goods |
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46.778 |
NA |
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Total Imports |
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46.778 |
NA
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Expenditures : |
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Salaries, Wages, Bonus, etc. |
|
58.504 |
10.369 |
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Payment to Auditors |
|
0.900 |
0.344 |
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Interest |
|
12.099 |
0.000 |
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Depreciation & Amortization |
|
5.107 |
0.192 |
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Other Expenditure |
|
349.639 |
0.000 |
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Total Expenditure |
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426.249 |
10.905 |
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KEY RATIOS
|
PARTICULARS |
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|
31.03.2008 |
31.03.2007 |
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PAT / Total Income |
(%) |
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(839.632) |
(1112.238) |
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Net Profit Margin (PBT/Sales) |
(%) |
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(836.543) |
(1108.908) |
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Return on Total Assets (PBT/Total Assets} |
(%) |
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(136.995) |
(103.641) |
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Return on Investment (ROI) (PBT/Networth) |
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(2.34) |
(2.24) |
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Debt Equity Ratio (Total Liability/Networth) |
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(1.71) |
2.16 |
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Current Ratio (Current Asset/Current Liability) |
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|
0.58 |
0.67 |
LOCAL AGENCY FURTHER INFORMATION
History
Subject was originally incorporated on 13.06.2006, under the Companies Act,
1956 as TV 18 Home Shopping Network Private Limited having duly passed the
necessary resolution on 26-05-2008 in terms of Section 31/21 rread with Section
44 of the Companies Act, 1956, the name of the said company os this day changed
to TV 18 Home Shopping Network Limited.
Operations and
Business Outlook
TV 18 HSN Holdings Limited, Cyprus, the holding company has received an
approval from the foreign investment promotion board of the Government of the India
for investment in the company for the purpose of creation and unlinking of a
television channel which will not cater to news and current affairs programmes.
The company had made an applicable to the ministry of broadcasting requesting
for permission to uplink the aforesaid television channel and the approval for
the same was received on 23 November, 2007.
The company launched its 24 hour home shopping TV channel on April 9,
2008. Further, the company also shifted to its new office premises in film city,
Noida in January 2008. The new facility
has own in house production studio of about 5000 sq. feet apart from back
office support and call centre. From this facility we are also telecasting
‘live’ infomercials for channel. We have also set up a captive 225 seat, 2487
sales centre at the same premises for customers to call in and place orders,
with the launch of the TB channel we have complete bouquet of getting in touch
with prospective customers through all forms of communication in the virtual
from i.e. TV, Web, Catalogue and Print.
Change of Name
The company was converted from being a private limited company to a
public limited company with the approval of members of the company at the Extra-ordinary General Meeting
held on May 26, 2008. Consequent to the conversion of the company from private
limited to public limited the name of the company was changed to TV 18 Home
Shopping Network Limited, vide fresh certificate of incorporation issued by
Registrar of Companies, NCT of Delhi and Haryana.
Form 8
|
This form is for |
Creation of
charge |
|
Corporate
identity number of the company |
U93091DL2006PTC149705 |
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Name of the
company |
TV 18 HOME SHOPPING NETWORK LIMITED |
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Address of the
registered office or of the principal place of business in |
601, 6th Floor, |
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Type of charge |
Book Debts Movable Property Floating Charge Others –
exclusive charge on current assets |
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Number of the
charge holder |
1 |
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Particular of
charge holder |
Yes Bank Limited 9th
Floor, Nehru Centre, Discovery of |
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Nature of description
of the instrument creating or modifying the charge |
Deed of
hypothecation dated December 22, 2007 |
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Date of
instrument Creating the charge |
22.12.2007 |
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Amount secured by
the charge |
Rs. 250.000
millions |
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Brief particulars
of the principal terms an conditions and extent and operation of the charge |
Rate of Interest
L Term Loan – Yes Bank’s Prime Lending Rate minus 2.50% p.a. At Present Yes
Bank’s Prime Lending Rate is 15.50% p.a. The Effective rate of interest is
13.00% p.a. Cash Credit – Yes
Bank’s Prime Lending Rate minus 3.00% p.a. At present Yes Bank’s Prime
lending Rate is 15.50% p.a. The effective rate of interest is 12.50% p.a. Terms of
Repayment : Term Loan – facility amount to be repaid in 18 equal monthly
installment after a moratorium period of 30 months Cash Credit –
payable on demand Margin : Nil Extent and
Operation of the charge : exclusive charge on all current and movable fixed
assets of the company both present and future. |
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Short particulars
of the property charged |
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Fixed Assets
- Leasehold Improvements
- Plant and Machinery
- Computer Hardware
- Furniture and Fixtures
- Vehicles
- Computer Software
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.50.52 |
|
|
1 |
Rs.75.54 |
|
Euro |
1 |
Rs.63.12 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
4 |
|
PAID-UP CAPITAL |
1~10 |
-- |
|
OPERATING SCALE |
1~10 |
2 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
2 |
|
--PROFITABILIRY |
1~10 |
-- |
|
--LIQUIDITY |
1~10 |
-- |
|
--LEVERAGE |
1~10 |
-- |
|
--RESERVES |
1~10 |
-- |
|
--CREDIT LINES |
1~10 |
-- |
|
--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 |
NO |
|
TOTAL |
|
8 |
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. |
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 |
|