MIRA INFORM REPORT

 

 

Report Date :

22.12.2011

 

IDENTIFICATION DETAILS

 

Name :

KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED (w.e.f 06.07.2004)

 

 

Formerly Known As :

OM KOTAK MAHINDRA LIFE INSURANCE COMPANY LIMITED

 

 

Registered Office :

4th Floor, Vinaya Bhavya Complex, 159A, CST Road, Kalina, Santacruz (East), Mumbai – 400098, Maharashtra, India

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

31.08.2000

 

 

Com. Reg. No.:

11-128503

 

 

Capital Investment / Paid-up Capital :

Rs. 5102.902 Millions

 

 

CIN No.:

[Company Identification No.]

U66030MH2000PLC128503

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMO02128A

 

 

PAN No.:

[Permanent Account No.]

AAACO3983B

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Subject is engaged in the business of Life Insurance and Annuity.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

 

MIRA’s Rating :

Ba (44)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 22490000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having satisfactory track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Directors are reported to be experienced and respectable businessmen. Business is active. Payments are reported to be usually correct and as per commitments.

 

In view of strong promoters the company can be considered normal for 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

 

Management Non Co-operative

 

 

LOCATIONS

 

Registered Office :

4th Floor, Vinaya Bhavya Complex, 159A, CST Road, Kalina, Santacruz (East), Mumbai – 400098, Maharashtra, India

Tel. No.:

91-22-66215999/65993626

Fax No.:

91-22-66215757 / 66215858 /66726254

E-Mail :

mahesh.kumar@kotak.com

lifeexpert@kotak.com

Website :

www.kotaklifeinsurance.com

 

 

Back Office :

Kotak Infinity, Building No. 21, Infinity Park, Off. Western Express Highway, General A.K. Vaidya Marg, Malad (E), Mumbai – 400097, Maharashtra, India

Toll Free No.:

1800 209 8800

E-Mail :

clientservicedesk@kotak.com

 

 

DIRECTORS

 

As on 30.09.2011

 

Name :

Mr. Uday Kotak

Designation :

Chairman

Address :

62, NCPA Apartment, Nariman Point, Mumbai – 400021, Maharashtra, India

Date of Birth/Age :

15.03.1959

Date of Appointment :

31.08.2000

DIN No.:

00007467

 

 

Name :

Mr. Murlidhar Gangadharan

Designation :

Managing Director

Address :

12, Gayathri, 160, Central Avenue Road, Chembur, Mumbai – 400071, Maharasahtra, India

Date of Birth/Age :

27.07.1960

Date of Appointment :

22.06.2011

DIN No.:

03601196

 

 

Name :

Mrs. Sobha Singh Rajaram Thakur

Designation :

Director

Address :

1161, Abdul Court, Flat No. 20, 7th Floor, Suryavanshi Marg, Dadar, Mumbai – 400028, Maharashtra, India

Date of Birth/Age :

26.08.1929

Date of Appointment :

17.08.2001

DIN No.:

00001466

 

 

Name :

Mr. Dipak Brijmohandas Gupta

Designation :

Director

Address :

Flat No. 32, A – Wing, Tanna Residency, 392, Veer Savarkar Marg, Opp. Siddhivinayak Temple, Mumbai – 400025, Maharashtra, India 

Date of Birth/Age :

13.02.1961

Date of Appointment :

31.08.2000

DIN No.:

00004771

 

 

Name :

Mr. Guarang Balkrishna Shah

Designation :

Managing Director

Address :

1502, Crescent Heights ,Foregett Street, Opp. Bhatia Hospital, Mumbai – 400036, Maharashtra, India

Date of Birth/Age :

25.10.1961

Date of Appointment :

01.05.2010

DIN No.:

00016660

 

 

Name :

Mr. Vinneet Nayyar

Designation :

Director

Address :

5A, Friend Colony West, New Delhi – 110065, India

Date of Birth/Age :

30.11.1938

Date of Appointment :

17.08.2001

DIN No.:

00018243

 

 

Name :

Mr. Shivaji Salil Kumar Dam

Designation :

Director

Address :

Eastern Suburb CHS Limited, Bungalow No. 12, Gulab Park, Next to Basant Theatre, Chembur, Mumbai – 400074, Maharashtra, India

Date of Birth/Age :

08.02.1957

Date of Appointment :

31.08.2000

DIN No.:

00032568

 

 

Name :

Mr. Prakash Krishnaji Apte

Designation :

Director

Address :

803, Wing B, Blossom Boulevard, Koregaon Park, Pune – 411001, Maharashtra, India

Date of Birth/Age :

06.05.1954

Date of Appointment :

28.05.2011

DIN No.:

00196106

 

 

Name :

Mr. Shailesh Devchand

Designation :

Director

Address :

290, Fazel Street, Acton Ville, Benoni, South Africa 1501

Date of Birth/Age :

15.02.1972

Date of Appointment :

09.02.2011

DIN No.:

03456041

 

 

Name :

Mr. Ralph Tendai Mupita

Designation :

Director

Address :

105, East Avenue, Atholl, Sandton, Johannesburg, South Africa, 2196

Date of Birth/Age :

11.04.1972

Date of Appointment :

01.05.2011

DIN No.:

03533039

 

 

KEY EXECUTIVES

 

Name :

Mr. Mahesh Kumar Radhakrishnan

Designation :

Secretary

Address :

B-11, Tarangan, Dattapada Road, Rajendra Nagar, Borivali (East), Mumbai – 400066, Maharashtra, India

Date of Birth/Age :

21.06.1971

Date of Appointment :

06.06.2011

Pan No.:

ADCPM7858F

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2011

 

Names of Shareholders

 

No. of Shares

Kotak Mahindra Bank Limited, India

 

260247974

Old Mutual Plc.

 

132675452

Uday Kotak Jointly with Kotak Mahindra Bank Limited, India

 

10

C. Jayaram Jointly with Kotak Mahindra Bank Limited, India

 

10

Dipak Gupta Jointly with Kotak Mahindra Bank Limited

 

10

K.V.S. Manian Jointly with Kotak Mahindra Bank Limited

 

10

Jasmin Bhatt Jointly with Kotak Mahindra Bank Limited

 

10

Kotak Mahindra Prime Limited, India

 

54000000

Kotak Mahindra Capital Company Limited, India

 

63366753

T.V. Raghunath Jointly with Kotak Mahindra Bank Limited, India

 

10

Gaurang Shah (Jointly With Kotak Mahindra Bank Limited)

 

10

TOTAL

 

510290249

 

Equity Share Break up (Percentage of Total Equity)

 

As on 30.09.2011

 

Category

Percentage

Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others

26.00

Bodies corporate

23.00

Nationalized or other banks

51.00

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in the business of Life Insurance and Annuity.

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Divulged

 

 

Bankers :

Kotak Mahindra Bank Limited

HDFC Bank Limited

Deutsche Bank AG

 

Banking Relations :

--

 

 

Auditors :

 

Name 1 :

M.P. Chitale and Company

Chartered Accountant

Address :

Hammam House, ambalal Doshi Marg, Mumbai – 400001, Maharashtra, India

 

 

Name 2 :

S.R. Batliboi and Company

Chartered Accountant

Address :

22, Camac Street, 3rd Floor, Kolkata – 700016, West Bengal, India

 

 

Holding Company:

  • Kotak Mahindra Bank Limited (L65110MH1985PLC038137)

 

 

Joint Venture:

  • Old Mutual Plc

 

 

Enterprise in Which Joint Venturer has significant influence 

  • Old Mutual Life Assurance Company (South Africa) Limited

 

 

Fellow Subsidiaries:

  • Kotak Mahindra Prime Limited
  • Kotak Securities Limited
  • Kotak Mahindra Capital Company Limited
  • Kotak Mahindra Asset Management Company Limited
  • Kotak Mahindra Investments Limited
  • Kotak Investments Advisors Limited

 

 

Entities managed by Fellow Subsidiaries:

  • Kotak Mahindra Mutual Fund managed by Kotak Mahindra Asset Management Company Limited

 

 

Enterprises in which key management personnel have significant influence:

  • Kotak Life Insurance Superannuation Fund

 

 

Enterprises in which relatives of key management personnel have significant influence:

  • Kotak Commodities Services Limited
  • Aero Agencies Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAPITAL STRUCTURE

 

As on 30.09.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

625000000

Equity Shares

Rs.10/- each

Rs.6250.000 Millions

 

 

 

 

 

Subscribed Capital :

No. of Shares

Type

Value

Amount

510290249

Equity Shares

Rs.10/- each

Rs.5102.902 Millions

 

 

 

 

 

Called up Capital :

No. of Shares

Type

Value

Amount

510290249

Equity Shares

Rs.10/- each

Rs.5102.902 Millions

 

 

 

 

 

Note:

 

(a)     Of the above, 260,248,044 (2010 – 260,248,044) Equity Shares of Rs. 10 each fully paid up are held by Kotak Mahindra Bank Limited, the holding company and its nominees, 54,000,000 (2010-54,000,000) and 63,366,753 (2010-63,366,753) fully paid-up Equity Shares of Rs. 10 each are held by Kotak Mahindra Prime Limited and Kotak Mahindra Capital Company Limited respectively, which are subsidiaries of Kotak Mahindra Bank Limited.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

Shareholders’ Funds:

 

 

 

Share Capital

5102.902

5102.902

5102.902

Reserves and Surplus

520.363

520.363

520.363

Credit/[Debit] Fair Value Change Account

0.000

0.000

0.000

 

 

 

 

Sub-Total

5623.265

5623.265

5623.265

 

 

 

 

Borrowings

0.000

0.000

0.000

Policyholders’ Funds:

 

 

 

Credit/[Debit] Fair Value Change Account

61.313

49.810

0.000

Policy Liabilities

 

 

 

- Participating

6542.365

5354.202

4596.018

- Non-participating

1923.516

1094.841

709.480

- Annuities Participating

520.136

422.748

360.032

- Annuities Unit-Linked Non-Participating

91.307

66.037

44.181

- Unit-Linked Non-Participating

2494.138

2298.959

1361.127

 

 

 

 

Insurance Reserves

 

 

 

- Participating

2.926

14.110

0.000

- Non-participating

0.000

0.000

0.000

- Annuities Participating

39.294

38.723

37.981

- Annuities Unit-Linked Non-Participating

0.000

0.000

0.000

- Unit-Linked Non-Participating

0.000

0.000

0.000

 

 

 

 

Linked Liabilities

64075.455

48376.701

30419.252

Fair Value Change

3750.715

4025.871

(1193.433)

Total Provision for Linked Liabilities

67826.170

52402.572

29222.819

 

 

 

 

Sub-Total

79501.165

61742.002

36331.638

 

 

 

 

Fund For Discounted Policies

 

 

 

- Discounted on account of non payment of premium

0.009

0.000

0.000

Funds for Future Appropriation:-Linked Liabilities

2037.320

2055.916

1085.152

Others

1.009

1.009

1.009

 

 

 

 

Total

87162.768

69422.192

43041.064

 

 

 

 

APPLICATION OF FUNDS

 

 

 

Investments

 

 

 

– Shareholders

3222.635

2491.819

2823.103

– Policyholders’

12836.740

10147.431

6277.699

Assets Held to Cover Linked Liabilities

69863.499

54458.488

30307.971

Loans

57.742

52.194

58.251

Fixed Assets

438.489

559.925

568.966

Current Assets

 

 

 

Cash and Bank Balances

1047.305

912.970

1282.719

Advances and Other Assets

992.315

1062.771

939.215

 

 

 

 

Sub-Total (A)

2039.619

1975.741

2221.934

 

 

 

 

Sundry Creditors

52.616

126.593

70.583

Other Current Liabilities

2579.166

2516.615

2249.851

Provisions

190.604

171.373

139.847

 

 

 

 

Sub-Total (B)

2800.386

2814.581

2460.281

 

 

 

 

Net Current Assets (C) = (A-B)

(782.767)

(838.840)

(238.347)

Miscellaneous Expenditure (To the extent not written off or adjusted)

0.000

0.000

0.000

Debit Balance in Profit and Loss Account (Shareholders’ Account)

1526.430

2551.175

3243.421

 

 

 

 

Total

87162.768

69422.192

43041.064

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

 

 

 

 

 

Amount transferred from policyholders account (Technical Account)

895.051

708.478

202.069

 

Income From Investments

 

 

 

 

Interest, Dividends and Rent Gross- Net of amortization

218.632

176.108

209.619

 

Profit on sale/ redemption of investments

7.619

28.171

117.595

 

(Loss on sale/ redemption of investments)

(0.062)

(0.013)

(64.174)

 

Other Income

0.000

0.000

0.000

 

 

 

 

 

 

TOTAL (A)

1121.240

912.744

465.109

 

 

 

 

 

 

Expenses other than those directly related to the insurance business

8.260

43.538

20.418

 

Contribution to the Policyholders Fund

88.235

176.960

301.290

 

 

 

 

 

 

TOTAL (B)

96.495

220.498

321.708

 

 

 

 

 

 

Profit before tax

1024.745

692.246

143.401

 

Provision for taxation

0.000

0.000

0.000

 

Profit after tax

1024.745

692.246

143.401

 

 

 

 

 

 

Appropriations

 

 

 

 

Balance at the beginning of the year

(2551.175)

(3243.421)

(3386.822)

 

Loss carried to the Balance Sheet

(1526.430)

(2551.175)

(3243.421)

 

 

 

 

 

 

Earnings Per Share (Basic and Diluted)

2.01

1.36

0.29

 

LOCAL AGENCY FURTHER INFORMATION

 

DETAILS OF SUNDRY CREDITORS:

 

Particulars

 

31.03.2011

(Rs. in millions)

31.03.2010

(Rs. in millions)

31.03.2009

(Rs. in millions)

Sundry Creditors

52.616

126.593

70.583

 

BACKGROUND

 

Subject was incorporated on August 31, 2000 as a Company under the Companies Act, 1956 to undertake and carry on the business of life insurance and annuity. The Company obtained a license from the Insurance Regulatory and Development Authority (‘IRDA’) dated January 10, 2001 for carrying on the business of life insurance and annuity. The license has been renewed regularly and is in force as at March 31, 2011.

 

FINANCIAL RESULTS

 

The Directors have declared an addition to the Policyholders’ Accumulation Account to give a return of 7% (2010 – 6.75%) to participating life policyholders and 8% (2010 – 8%) to annuity participating policyholders for the year ended 31st March 2011. A reversionary bonus of 2% (2010 -2%) has been declared on products eligible for reversionary bonus.

 

BUSINESS AND DISTRIBUTION CHANNELS

 

The last fiscal was a landmark year for Life Insurance Industry. The regulatory landscape underwent a significant transformation with IRDA announcing a number of Regulations like Cap on charges on ULIP’s, etc. which required a relook at the fundamentals of distribution and align rapidly. The new reality required the Company to launch new products successfully, optimize the product mix and pursue greater distribution efficiencies. The Company’s Life Advisors and the distribution team were successful in achieving the same within a short span of time. The new products launched by the Company especially Kotak Ace Investment, Kotak Wealth Insurance, Kotak Single Invest Advantage and Kotak Assured Income Plan were received well by the customers and Life Advisors.

 

A. Tied agency

 

Tied Agency was successful in reducing its costs and having a judicious mix of savings, investments and protection products. The Company has always been focused on distribution efficiency and will ensure that it remains a key deliverable for Tied Agency in next fiscal as well. Investment in training Life Advisors and the sales hierarchy will be stepped up to ensure that the distribution is equipped to meet customers’ expectations.

 

B. Alternate channels

 

The Alternate Channels consists of three major divisions.

 

Bancassurance – Kotak Mahindra Bank continues to have significant share of Alternate channels business with gross new business premium contributing 28% of total business in FY 2010 - 11. Besides Kotak Mahindra Bank, they have corporate agency tie ups with cooperative and commercial banks that also contribute to the premium income.

 

Corporate Agency – The Company also has tie ups with 19 corporate agents, other than those under the banc assurance model. Strengthening and growing these relationships will continue to be a major focus in FY 2011 -12.

 

Brokers – The Company has tie ups with major brokers and has significant market share of business done by brokers in the industry. The Company will aim at maintaining its strong positioning in this segment in FY 2011-12.

 

C. Group insurance

 

The Company’s Group Business continues to perform exceedingly well year-on-year. The Company provides a range of products from Term Insurance, Gratuity and Superannuation Schemes to cater to its group clientele. Strong relationships within the Kotak Group and with other IRDA licensed Insurance Brokers have resulted in generation of significant business in this segment. The Company generated a premium income of Rs. 2880.000 Millions (FY 2010 ` 221 crores) from the group insurance business representing a growth of 30 % over FY 2009 - 10.

 

INDUSTRY SCENARIO

 

The new ULIP regulations that came into force in September 2010 changed the face of life insurance business with customer centricity and efficiency becoming the industry’s new buzzwords. New regulations have significantly enhanced the appeal of insurance products. Focus is on enhancing efficiencies and productivity of delivery channels. Significant proportion of insurance is still sold through individual agents and there is renewed vigour to manage this channel effectively to ensure persistency. In the new environment focus of insurers has shifted from large-scale expansion to sustained value creation and efficient use of capital. Special emphasis is now placed on cost management.

 

CONTINGENT LIABILITY

 

Particular

As on 31.03.2011

(Rs. in Millions)

As on 31.03.2010

(Rs. in Millions)

Guarantees given by or on behalf of the Company

0.000

1.388

Statutory demands/ liabilities in dispute, not provided for (Income Tax)

77.449

0.000

Others – Insurance claims in appeal net of provision (Gross value of claims Rs 67.620 millions (2009 – Rs 20.570 millions),

out of which reinsured Rs 32.113 millions (2009 - Rs 1.638 millions) and provision Rs 10.852 millions (2009 Rs 7.702 millions) )

56.524

24.655

Total

133.973

26.043

 

Fixed Assets:

 

  • Goodwill
  • Intangible – Software
  • Land – Freehold
  • Leasehold Property
  • Buildings
  • Furniture and Fittings
  • Information Technology Equipments
  • Vehicles
  • Office Equipments

 

BOARD OF DIRECTORS

 

MR. UDAY KOTAK - NON-EXECUTIVE CHAIRMAN

 

Mr. Uday Kotak, B.Com, MMS (Masters in Management Studies), aged 52 years, is the Non Executive Chairman of the Company. Over the past 25 years, he has built a team of professionals who have been given independent charge of various businesses in Kotak Mahindra Group. He was responsible for starting the Kotak Mahindra Group as a start-up venture in a limited range of activities and then building it up into a full financial services group, many of the constituents of which are among the leading players in their respective fields. He is a Member on the Board of Governors of Indian Council for Research on International Economic Relations (ICRIER) and Governing Member of the Mahindra United World College of India.

 

He is on the Board of the following companies:

 

Kotak Mahindra Bank Limited

Kotak Forex Brokerage Limited

Kotak Mahindra Prime Limited

Kotak Mahindra Asset Management Company Limited

Kotak Mahindra Capital Company Limited

Kotak Securities Limited

 

MR. SHAILESH DEVCHAND - NON EXECUTIVE DIRECTOR

 

Shailesh Devchand (B. Sc., F.I.A), a South African of Indian origin, is by profession a qualified Actuary through the Institute of Actuaries in London (1998). Shailesh’s career spans over 18 years in the financial services industry across several roles ranging from Development Actuary at Liberty Group in South Africa, to Senior Consultant and Country Executive Malaysia for a Singapore-based actuarial and distribution consulting firm. Shailesh spent 4 years in Asia until the end of 2003 on various consulting assignments across South East Asia for several Life and General insurers as well as regulatory bodies.

 

His earlier experience includes group employee benefits, Life and group product development, valuation and reserving sign offs, corporate strategy and business development as well as distribution channel development and economics. Shailesh joined Old Mutual Group on his return to South Africa in 2004 to take on a role as Head of Business Development for Old Mutual South Africa focussing on alternative distribution. He later played a role as Executive within Old Mutual’s Retail Mass and Foundation Cluster business as Chief Operating Officer - Foundation Market. Shailesh currently holds the role of Director – Asian Markets for Old Mutual’s Emerging Markets business. Mr. Shailesh Devchand is the member of Investment and Audit Committee of the Company.

 

MR. S. S. THAKUR - INDEPENDENT DIRECTOR

 

Mr. S. S. Thakur has held important positions in his long professional career in the field of banking and foreign exchange. He was the Controller of Foreign Exchange, Reserve Bank of India, Chairman of HDFC Bank and Senior Advisor of United Nations Development Programme (UNDP). He served the Reserve Bank of India in different capacities for over 30 years. With wide professional expertise in banking and foreign exchange, Mr. Thakur joined the U. N. International Civil Service in January 1988 as Senior Adviser, UNDP and worked in Zambia as Adviser to the Governor, Bank of Zambia for 6 years (January 1988 – December 1993). Subsequently, he took up the position of Chairman, HDFC Bank.

Mr. Thakur has extensive experience of central banking functions covering, among others, management of foreign exchange, exchange rate and external debt, regulation and monitoring of external trade financing, foreign technical collaboration, foreign equity investment and exchange market development. As the Controller of Foreign Exchange, Mr. Thakur was instrumental in initiating various exchange control reforms and relaxations. He was also associated with formulation of policies for promoting foreign investment in India including investment by non-resident Indians (NRIs).

 

In his capacity as the Senior UN Adviser and Adviser to the Governor, Bank of Zambia, Mr. Thakur played a key role in designing and implementing market-oriented monetary, foreign exchange, banking, exchange rate, external debt and trade related policies as part of Zambia’s structural adjustment programme. His UN assignment resulted in major relaxations (in several cases total abolition) of exchange controls on current and capital account transactions and contributed significantly to various monetary policy and banking reforms.

 

Mr. Thakur was the founder Chairman of HDFC Bank, a highly reputed private – sector commercial bank promoted by Housing Development Finance Corporation (HDFC). He was associated with HDFC Bank as its Chairman for about seven years (1994-2000) and played a key role in formulating policies and business strategies to achieve high standards and best practices in terms of product offerings and service levels. During this period the bank achieved excellent growth in business volumes and revenue earnings and earned a high reputation for efficient business dealings. It has received several awards from leading domestic as well as prestigious international publications like Euromoney and Finance Asia as the “Best Domestic Bank in India”. Forbes Global (USA) has rated HDFC Bank amongst the top 20 best small companies of the world.

 

Mr. Thakur has extensive exposure in capital market related areas. He has worked as a Public Interest Director on the Governing Board of Bombay Stock Exchange for five years and was the Chairman of Central Depository Services (India) Limited for over nine years. Currently, he is a Public Interest Director on the Board of MCX Stock Exchange and is also an Independent Director on the Boards of several other companies.

 

Mr. Thakur is the Chairman of Audit Committee of the Company.

 

MS. PALLAVI SHROFF- INDEPENDENT DIRECTOR

 

Mrs. Pallavi S. Shroff, B.A. (Hons.)-Economics/ LLB./ Masters-Marketing Services, aged 54 years, is the lead litigation partner at Amarchand and Mangaldas and Suresh A. Shroff and Co., Advocates and Solicitors, New Delhi. She manages corporate commercial litigation as well as arbitration. Mrs. Shroff also heads the competition law practice at Amarchand Mangaldas, which is one of the leading full-service law firms in India.

 

In thirty years as a leading litigation practitioner, she has been recognized by international publications for her ‘leading practice in dispute resolution and litigation’ (Asia Legal 500) and is also rated as one of three leading practitioners involved with arbitration (Who’s Who of Commercial Arbitrators, 2004). She has been closely involved with some of the largest and most challenging corporate, commercial & infrastructure litigation and arbitration in India and has played a pivotal role in telecom, energy, natural resources and transportation related dispute resolution. Her experience includes adhoc arbitrations and institutional arbitrations under ICC, LCIA, UNCITRAL etc.

 

She is on the Board of the following companies

 

Abhishek Industries Limited

Maruti Suzuki India Limited

PTL Enterprises Limited

Artemis Health Sciences Limited

Artemis Medicare Services Limited

Juniper Hotels Private Limited.

She is a member of the Audit Committee of Maruti Suzuki India Ltd. and Juniper Hotels Private Limited.

 

MR. VINEET NAYYAR - INDEPENDENT DIRECTOR

 

Mr. Vineet Nayyar is the Vice Chairman, MD and CEO of Tech Mahindra Limited and the Chairman of Satyam Computer Services Limited.

 

An accomplished leader, he has led several organizations across industries, created high performance teams and successful businesses. In a career spanning over 50 years, he worked with the Government of India, international multilateral agencies and corporate sector (both public and private). He started his career with the Indian Administrative Service and while in Government of India, he held series of senior positions including that of District Magistrate, Secretary - Agriculture and Rural Development for the Government of Haryana and Director, Department of Economic Affairs, Government of India. He worked with the World Bank for over 10 years in a series of senior assignments, including successively being the Chief for the Energy, Infrastructure and the Finance Divisions for East Asia and Pacific. In the Corporate Sector, he was the founding Chairman and Managing Director of the state owned Gas Authority of India and in the private sector, he served as the Managing Director of HCL Corporation and the Vice Chairman of HCL Technologies. Mr. Nayyar also served on the Boards of Indian Oil Corporation Limited and Bharat Heavy Electricals limited

 

He was also the founder and CEO of HCL Perot Systems. He holds a Masters’ degree in Development Economics from Williams College, Massachusetts.

 

Mr. Nayyar is also a Director on the Boards of Great Eastern Shipping Company Limited, CanvasM Technologies Limited, Mahindra Holidays and Resorts India Limited, Mahindra Logisoft Business Solutions Limited, and Greatship (India) Limited. Mr. Nayyar is a Trustee of Charitable Social Welfare Foundation, which cares for the needs of education of under-privileged children. This Foundation is closely associated with 12 renowned NGOs, which supports by way of providing grants empowering around 7000 students.

 

MR. SHIVAJI DAM - INDEPENDENT DIRECTOR

 

Mr. Shivaji Dam, B.Com, AICWA, ACA, ACS, aged 54 years, has a strong accounting and cost accounting back ground with over 27 years experience of which 19 years have been with the Kotak Group. He has experience in fields such as Corporate Finance, Proprietary Investments, Investment Banking and operating management within the Kotak Group. He is one of the founding Directors of the Company. He led the Kotak group into the life insurance business and was Managing Director of the Company for four years.

 

He is member of the Audit Committee and Chairman of the Banking Committee and Policyholders Protection Committee of the Company.

 

Mr. Shivaji Dam is also on the Board of Kotak Mahindra Trusteeship Services Limited and Kotak Mahindra Pension Fund Limited.

 

MR. PANKAJ DESAI - MANAGING DIRECTOR

 

Mr. Pankaj Desai, aged 49 years, B.Com, CA, has over 25 years experience in the field of Corporate Finance, Retail Finance and Insurance.

 

Mr. Pankaj Desai joined the Kotak Group in 1999 as Vice President - Kotak Mahindra Finance Limited and since then has had many responsibilities within the Group. Prior to joining Kotak Life Insurance, he was heading the Retail Assets business at Kotak Mahindra Bank Limited where he was responsible for verticals like Car Finance, Personal Loans, Home Finance and Business Banking. He was also heading Kotak Mahindra Primus Limited; a joint venture of Kotak Mahindra with Ford Credit and one of the most profitable Automobile financing Companies. His varied exposure at senior positions over the past 25 years has given him considerable experience and management expertise. In his capacity, he manages overall business growth and drives the strategic vision of the Company.

 

He is a member of the Policyholders’ Protection Committee, Investment committee and Chairman of Asset Liability Management Committee of the Company

 

MR. DIPAK GUPTA- NON EXECUTIVE DIRECTOR

 

Mr. Dipak Gupta, B.E. (Electronics), PGDM-IIM, Ahmedabad, aged 50 years, is a Non- Executive Director of the Company and has over 25 years of experience in the financial services sector, 19 years of which have been with the Kotak Group. He is responsible for Group HR, Admin, Infra, Operations and IT. He is also responsible for Asset Reconstruction Business of the Bank

 

Mr. Dipak Gupta is the Chairman of Investment Committee and a member of the Audit Committee of the Company.

 

Mr. Dipak Gupta was responsible for leading the Kotak Group’s initiatives into the banking arena. Prior to joining the Kotak Group, he was with A. F. Ferguson and Company for approximately six years. He is on the Board of the following companies:

 

Kotak Mahindra Bank Limited

Kotak Mahindra Prime Limited

Kotak Forex Brokerage Limited

Kotak Mahindra Capital Company Limited

Kotak Mahindra Investments Limited

 

MR. GAURANG SHAH- NON EXECUTIVE DIRECTOR

 

Mr. Gaurang Shah is the Group Head – Asset Management and Life Insurance at Kotak Mahindra Group and is responsible for Domestic and International Asset Management and Life Insurance businesses of the Group. He took over this assignment on May 1, 2010.

 

In his immediate prior assignment, he was the Managing Director of Kotak Mahindra Old Mutual Life Insurance Limited.

 

Mr. Shah has over 27 years of rich and varied experience primarily in the Financial Services sector, several of which are in the Kotak Mahindra Group.

 

He has held several positions of high responsibility over the years, including, inter alia, the Head of Retail Assets at Kotak Mahindra Bank. He was also closely associated with Kotak Mahindra Primus (a joint venture between Kotak Mahindra Group and Ford Credit International), among India’s leading automobile finance companies.

 

Mr. Shah is a Chartered Accountant and Cost Accountant.

 

Mr. Shah is member of Investment Committee, Asset Liability Committee and Chairman of Risk Management Committee of the Company.

 

MR. CRISPIN SONN- NON EXECUTIVE DIRECTOR (UPTO APRIL 30, 2011)

 

Holds a B.A. in Social Sciences and Humanity and Honours Degree in Business and Administration He was CEO of Africa Group, which he confounded with his father, Franklin, and others. Previously, he worked in the IT industry as chairman of SourceCom. He was also national market development manager of Prestasi Brokers, founder of Cominex SA and co-founder of New SA Fishing Enterprises. He is also a member of the council of the University of Cape Town, on the board of advisers of the Graduate School of Business at University of Cape Town.

 

The Other Directorships/Memberships held by him are as follows:

 

• Capespan (Pty) Limited

• FoodBank SA

• Foodbank Foundation

• Masisizane

• Old Mutual Foundation

University of Cape Town Graduate School of Business Board of Advisors

• Frontier Minerals

 

MR. PRAKASH APTE - INDEPENDENT DIRECTOR (W.E.F – MAY 28, 2011)

 

Mr. Prakash Apte, B.E. (Mechanical), aged 57 years, is presently the Chairman of Syngenta India Limited, one of the leading agri business companies in India. Mr. Apte, in a career spanning over 34 years has considerable experience in various areas of management and business leadership.

 

During more than 15 years of very successful leadership experience in agri business, he has gained varied knowledge in various aspects of Indian Agri Sector and has been involved with many initiatives for technology, knowledge and skills up gradation in this sector, which is so vital for India’s food security. He was instrumental in setting up the Syngenta Foundation India which focuses on providing knowledge and support for adopting scientific growing systems to resource poor farmers and enabling their access to market.

 

RALPH MUPITA - NON EXECUTIVE DIRECTOR (W.E.F – MAY 01, 2011)

 

An engineer by training, (B.Sc. Eng. Hons.), Ralph obtained a Masters of Business Administration (MBA) from the University of Cape Town in 2000. He is a graduate of Harvard Business School’s GMP programme, and has also attended executive programmes at London Business School and INSEAD.

 

Ralph joined Old Mutual in 2001. Within Old Mutual’s Individual Life business, he managed the transformation programme that formed the base of developing the new generation products and servicing, before his promotion to Managing Director of Old Mutual Unit Trusts in 2004.

 

Ralph became the group’s Strategy Director in 2006 and led the development of several new businesses within OMSA as Director of New Ventures. A key new business that Ralph led was setting up the South African based lending business Old Mutual Finance – focused on lending solutions to mass market customers.

 

In 2008, Ralph was then appointed as the Managing Director - Retail to drive the growth of Old Mutual in the affluent segment which includes the 10 Kotak Mahindra Old Mutual Life Insurance Limited distribution of its solutions through the tied adviser force, broker networks, independent and bank channels.

 

On April 01, 2011, Ralph was appointed as the Chief Executive Officer for Old Mutual Emerging Markets: Life and Savings. The focus of this role is to drive growth of our life and savings businesses in South Africa, Rest of Africa, Latin America and Asia through leveraging group capabilities and skills.

 

Ralph is a director of the main Emerging Markets board – OMLACSA. He also serves on various subsidiary boards. Outside of Old Mutual he is a board member of the University of Cape Town (Graduate School of Business) Advisory. He is also involved in a school in South Africa that is focused on developing mathematics and science competence for learners from disadvantaged backgrounds.

 


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.52.68

UK Pound

1

Rs.82.53

Euro

1

Rs.69.13

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

--

--CREDIT LINES

1~10

6

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

44

 

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.