MIRA INFORM REPORT

Report Date :

12.08.2011

IDENTIFICATION DETAILS

Name :	LINTAS INDIA PRIVATE LIMITED (w.e.f. 04.10.2001)
Formerly Known As :	LINTAS INDIA LIMITED
Registered Office :	Express Towers, Nariman Point, Mumbai – 400 021, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	22.09.1969
Com. Reg. No.:	11-14391
Capital Investment / Paid-up Capital :	Rs.3.743 Millions
CIN No.: [Company Identification No.]	U74300MH1969PTC014391
Legal Form :	Private Limited Liability Company
Line of Business :	Advertising Agencies.
No. of Employees :	Information declined by the management.

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 6600000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. The company is doing well. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION DECLINED BY

Name :	Mr. Vinayak Kand
Designation :	Account Department
Date :	09.08.2011

LOCATIONS

Registered Office :	Express Towers, Nariman Point, Mumbai – 400 021, Maharashtra, India
Tel. No.:	91-22-66602742 / 66361577 / 66361799 / 66361666
Fax No.:	91-22-66602750 / 22043136 / 22043135 / 22043155
E-Mail :	g.murali@loweworldwide.com
Corporate Office :	Senapati Bapat Road, Lower Parel, Mumbai – 400 012, Maharashtra, India
Tel No. :	91-22-24935477 / 24950130

DIRECTORS

As on 29.09.2010

Name :	Mr. Wall Charles Michael
Designation :	Chairman
Address :	R Dr. Mario Quina 12, 2765251, Estoril – 2765251
Date of Birth/Age :	15.07.1967
Date of Appointment :	05.05.2010
Name :	Mr. Joseph Bernard Kelly
Designation :	Director
Address :	Lowe and Parners Inc. 85, Gridle Ridge Road, Katonah, New York-10536
Date of Birth/Age :	02.11.1959
Date of Appointment :	02.07.2007
Date of Ceasing :	07.06.2010
DIN No. :	01621198
Name :	Mr. Wright Tony
Designation :	Director
Address :	8 Kensington Mansions, Trebovir Road, London SW59TF, England, United Kingdom
Date of Birth/Age :	22.08.1960
Date of Appointment :	27.09.2006
Name :	Mr. Doherty, Martin Lee, Hugh
Designation :	Director
Address :	16 Hillersdon Avenue, London SW 13 OEF, London
Date of Birth/Age :	11.02.1961
Date of Appointment :	20.08.2008
DIN No. :	02306278
Name :	Mr. Munsiff Cyrus Shahrook
Designation :	Whole Time Director
Address :	7A, Saker Apartments, Pochkhanawala Road, Worli, Mumbai – 400 025, Maharashtra, India.
Date of Birth/Age :	25.09.1950
Date of Appointment :	22.06.1999
DIN No. :	00004037
Name :	Mr. Rajagopalan Balakrishnan
Designation :	Whole Time Director
Address :	Flat No. 34/35, Valentina, N Gamadia Road, Opposite Activity School, Mumbai-400026, Maharashtra, India.
Date of Birth/Age :	16.04.1964
Date of Appointment :	05.06.2008
Name :	Mr. Charles Henry Mallock Cadell
Designation :	Whole Time Director
Address :	Keshav Benhur Bungalow, 32 Narayan Dhabolkar Road, Mumbai – 400 006, Maharashtra, India
Date of Birth/Age :	28.06.1965
Date of Ceasing :	29.12.2010
DIN No. :	02216914
Name :	Mr. De Souza Antoinette Lynn
Designation :	Whole Time Director
Address :	1 Gym View, Opposite Khar Gymshana, 16^th Road, Khar, Mumbai-400052, Maharashtra, India.
Date of Birth/Age :	26.10.1960
Date of Appointment :	03.06.2008
Name :	Mr. Joseph George
Designation :	Whole Time Director
Address :	62 Ocean Crest, 85 Bhulabhai Desai Road, Mumbai – 400 026, Maharashtra, India
Date of Birth/Age :	11.06.1967
Date of Appointment :	10.03.2011
DIN No. :	03453582

KEY EXECUTIVES

Name :	Mr. Ganapathy Murali
Designation :	Company Secretary and Legal Manager
Address :	3C/25, Sri Swathi Society, Govandi, Mumbai-400088, Maharashtra, India.
Date of Birth/Age :	18.04.1962
Date of Appointment :	01.09.1999
PAN No. :	AAFPG7192L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Lowe and Partners Worldwide Inc, New York	23520
IPG Mauritius Limited, Mauritius	13905
Total	37425

As on 29.09.2010

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Advertising Agencies.

GENERAL INFORMATION

No. of Employees :	Information declined by the management.
Bankers :	· The Hongkong and Shanghai Banking Corporation Limited 52/60 Mahatma Gandhi Road, Fort, Mumbai – 400 001, Maharashtra, India · Standard Chartered Bank Limited · Citi Bank N.A.

Banking Relations :	--
Auditors :
Name :	Pricewaterhouse and Company Chartered Accountant
Address :	252, Veer Sarvarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra, India.
Subsidiaries :	· Karishma Advertising Private Limited CIN No.: U74300MH1985PTC038353 · Initiative Media (India) Private Limited CIN No.: U74300MH1987PTC045201 · Pickle Advertising Private Limited CIN No.: U74300MH1994PTC076348 · Quadrant Communications Limited CIN No.: U64201PN1998PLC012654 · LIN-TV Advertising Private Limited CIN No.: U74300MH1987PTC045199 · Pathfinders and Market Research Private Limited CIN No.: U74130MH1987PTC045200 · Sprint Advertising Private Limited CIN No.: U74300MH1993PTC073867
Holding Company :	Lowe and Partners Worldwide Inc, New York
Enterprises in the Group with whom transactions have taken place during the year :	· Lowe and Partners - Jakarta · Lowe and Partners Worldwide Limited, London · Lowe and Partners - New York · Lowe and Partners - South Africa · Lowe - Philippines · Lowe Bull Gauteng (Pty) Limited. -South Africa · PT Citra Lintas Indonesia · Lowe China · Shanghai Baodi Advertising Co. Limited · Lowe GGK KFT Hungary · Lowe and Partners Singapore · Lowe and Partners SDN BHD, Malaysia · Initiative Media FZLLC · Initiative Media London Limited · Initiative Media Worldwide · Initiative Media - Singapore · lnterpublic Group New York · IPG Mediabrands (Singapore) Pte. Limited · Lowe Limited -Vietnam · Lowe Athens · Lowe Brazil · Lowe Bangkok · Lowe Hongkong · Global information Services (Asia Pacific) Limited · Universal McCann

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
54320	Equity Shares	Rs.100/- each	Rs.5.432 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
37425	Equity Shares	Rs.100/- each	Rs.3.743 Millions

Notes:

· Of the above, 1200 Equity Shares of Rs.100 each are allotted as fully paid pursuant to a contract without payment having being received in cash

· Of the above, 34425 Equity Shares have been allotted as fully paid up bonus shares by capitalisation of General Reserve.

· Of the above, 13905 shares are held by lnterpublic Mauritius Limited and 23520 shares are held by Lowe and Partners Worldwide lnc. both being subsidiaries of lnterpublic Group of Companies, lnc.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		3.743	4.427	4.427
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1652.575	1839.599	1741.378
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1656.318	1844.026	1745.805
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1656.318	1844.026	1745.805
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		239.425	276.102	347.190
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		475.160	763.853	550.256
DEFERREX TAX ASSETS		32.857	16.929	6.909
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1.242	8.317	6.994
	Sundry Debtors	2390.832	2311.466	2828.622
	Cash & Bank Balances	150.582	183.305	118.301
	Other Current Assets	0.011	0.011	3.551
	Loans & Advances	703.161	552.145	393.752
Total Current Assets		3245.828	3055.244	3351.220
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2210.972	2135.674	2419.483
	Other Current Liabilities	21.902	34.819	8.933
	Provisions	104.078	97.609	81.354
Total Current Liabilities		2336.952	2268.102	2509.770
Net Current Assets		908.876	787.142	841.450
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1656.318	1844.026	1745.805

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Commission and service fees/ others income	1761.813	1695.809	1845.191
		TOTAL	1761.813	1695.809	1845.191
Less	EXPENSES
		Office Expenses	1403.715	1549.699	1377.424
		Administrative Expenses
		Advertising Expenses
		TOTAL	1403.715	1549.699	1377.424
	PROFIT BEFORE TAX		358.098	146.110	543.249
Less	TAX		109.533	47.889	192.271
	PROFIT AFTER TAX		248.565	98.221	350.978
	EARNINGS IN FOREIGN CURRENCY		78.213	223.149	248.062
	Earnings Per Share (Rs.)		6507.96	2218.67	7454.49

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	14.11	5.79	19.02
Return on Total Assets (PBT/Total Assets}	(%)	10.27	4.39	14.69
Return on Investment (ROI) (PBT/Networth)		0.22	0.08	0.31
Debt Equity Ratio (Total Liability/Networth)		1.41	1.23	1.44
Current Ratio (Current Asset/Current Liability)		1.39	1.35	1.34

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)	31.03.2008 (Rs. in millions)
Total outstanding dues of micro and small enterprises	2210.972	0.000	1.212
Total outstanding dues of creditors other than micro and small enterprises		2135.674	2418.271
Total	2210.972	2135.674	2419.483

OPERATIONS

The economic slowdown resulted in the Advertising Industry being flat. Clients reduced their marketing spends in order to conserve resources. In spite of various adversities the Company earned an income of Rs.1762 million compared with Rs.1696 million in the previous financial year. The profit before tax is Rs.358 million compared with Rs.146 million in the previous year by judicious control of all expenses.

The Company continues to invest and train talent and has access to the Worldwide resources for Coordination, Management Skills and Technology- a primary requirement to ensure that through connectivity clients receive optimum service in all fields of Advertising and Marketing Communications.

SUBSIDIARY COMPANIES

During the year Karishma Advertising Private Limited achieved a profit before tax of Rs.57 million due to additional Media business.

Pickle Advertising Private Limited has incurred a loss since its clients substantially reduced their advertising spends. The Company will be provided financial support from subject. Quadrant Communications Limited had a profit for the year.

CONTINGENT LIABILITIES

· Claims to the extent ascertainable, against the Company not acknowledged as debts Rs.1.195 millions

· The Joint Commissioner Service Tax, Mumbai has issued a show cause notice for Rs.4.279 millions including interest and penalty thereon, far alleged inappropriate rate applied on the amount received towards services rendered during the year 2003-04. The Company has filed its reply with the Joint Commissioner of Service Tax.

· Disputed income-lax matters aggregating Rs.27.694 millions details of which are as under:

1. In respect of Assessment Year 1994-95, Rs.14.475 millions being penalty under Section 271(l)(c) of the lncome Tax Act, 1961. The matter was decided in the Company's favour at the Income Tax Appellate Tribunal. However, the income tax department have preferred appeals to the Bombay High Court against the order of the income Tax Appellate Tribunal.
2. In respect of Assessment Year 1997-98, Rs.6.216 millions, being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company's favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).
3. In respect of Assessment Year 1998-99, Rs.4.778 millions being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company's favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of income Tax (Appeals).
4. In respect of Assessment Year 1999.00, Rs.2.225 millions being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company’s favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

The timing and the amount of cash outflows, if any, that may arise from the above matters will be determined only on settlement of the cases.

FORM 8

Name of the company	LINTAS INDIA LIMITED
Presented By	The Hongkong and Shanghai Banking Corporation
1) Date and description of instrument creating the change	17^th August 84. Agreement for overdraft/loan against Hypothecation of revolving stocks and moveable assets and also present and future book debts.
2) Amount secured by the charge/amount owing on the securities of charge	Rs.5.500 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	All the Current moveable assets of whatsoever nature of the Company both present and future including stocks of raw films and chemical which are or which at any future time held or stored at the Companys premises in Bombay and / or any where else in India or held by any agent or representative to the order and disposition of the Company and / or in transit. And all the companys present and future book debts outstanding money receivables, claims due and owing to the Company in the course of its.
4) Gist of the terms and conditions and extent and operation of the charge.	In consideration of overdraft/loan and / or Bill Discounting facilities sanctioned/to sanctioned by the bank to the Company, the Company have hypothecated to the bank by way of first charge as a continuing security the properties above to secure the repayment of the advances together with interest cost and other charges. Interest at 7.5% p.a. over RBI rate with a minimum of 17.5% p a for their overdrafts and 5% p a over RBI rate with a minimum of 15% p a for loan will be payable by the Company. Bank shall have the right to alter the rate of interest after giving notice to the Company. In Case the Company fails to fulfil its obligations under the Agreement the bank shall have the right to take possession of the hypothecated properties and sell them by public auction private contract and utilities the proceeds in full or part settlement its claims.
5) Name and Address and description of the person entitled to the charge.	The Hongkong and Shanghai Banking Corporation 52/60 Mahatma Gandhi Road, Fort, Bombay – 400 001
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

FIXED ASSETS

· Buildings

· Furniture and Fittings

· Equipments

· 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, 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.45.27
UK Pound	1	Rs.73.33
Euro	1	Rs.64.58

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		62

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	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
-	NB	New Business	-

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.