MIRA INFORM REPORT

 

 

Report Date :

06.01.2011

 

IDENTIFICATION DETAILS

 

Name :

BROADCOM INDIA PRIVATE LIMITED

 

 

Formerly Known As :

ARMEDIA LABS PRIVATE LIMITED

 

 

Registered Office :

5th Floor, Campus, 3 A RMZECO Space, Bellandur, Villa, Varthur Hobli, Bangalore – 560037, Karnataka

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

28.05.1997

 

 

Com. Reg. No.:

08-22294

 

 

CIN No.:

[Company Identification No.]

U30009KA1997PTC022294

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRA01453E

 

 

PAN No.:

[Permanent Account No.]

AABCB6063E

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer and Export of Silicon Chips for Digital Television and Internet Appliances.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (45)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 1200000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of Broadcom Corporation, USA.

 

It is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments.

 

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.

 

 

ECGC Country Risk Classification List – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INFORMATION DECLIND BY

 

Management non Co-operative.

 

LOCATIONS

 

Registered Office/ Factory :

5th Floor, Campus, 3 A RMZECO Space, Bellandur, Villa, Varthur Hobli, Bangalore – 560037, Karnataka, India

Tel. No.:

91-80-41484444

Fax No.:

91-80-41539999/ 41484127

E-Mail :

mahendra.chordia@broadcom.com

hrindia@broadcom.com

infoindia@broadcom.com

 

 

Distributors:

# 26, 4th Floor, Akshaya Commercial Complex, Victoria Road, Bangalore-560047, Karnataka, India

Tel No.:

91-80-41353800

Fax No.:

91-80-41353752

E mail:

vinay.kumar@arrowasia.com

 

 

DIRECTORS

 

As on 24.09.2010

 

Name :

Mr. Rajiv Kapur

Designation :

Additional Director

Address :

B 5 32 Azad Apartments, Sri Aurobindo Marg, New Delhi – 110016, India

Date of Birth/Age :

30.04.1969

Date of Appointment :

17.12.2007

 

 

Name :

Mr. Daniel A. Marotta

Designation :

Director

Address :

310 Calle De Sereno, Encinitas 92024 USA

Date of Birth/Age :

04.06.1960

Date of Appointment :

25.01.2005

 

 

Name :

Mr. David A. Dull

Designation :

Director

Address :

5 Premiere Point, Newport Coast – 92657, USA

Date of Birth/Age :

07.01.1949

Date of Appointment :

31.05.1999

Date of Ceasing :

14.05.2008

 

 

Name :

Mr. Maria Wronski

Designation :

Director

Address :

7855 SE Seawood Road, Amity Or USA 97101

Date of Birth/Age :

03.06.1963

Date of Appointment :

17.12.2007

 

 

Name :

Mr. Cary John Aaron Berger

Designation :

Director

Address :

2527 Park OAK DR Los Angel, Los Angeles, California USA 900068

Date of Birth/Age :

22.09.1963

Date of Appointment :

26.06.2008

 

 

Name :

Mr. Deann Fairfield Work

Designation :

Director

Address :

501, Marigold Ave, Corona DL Mar, California-92625, United State of America

Date of Birth/Age :

24.06.1969

Date of Appointment :

22.01.2010

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 24.09.2010

 

Names of Shareholders

 

No. of Shares

 

 

 

Broadcom Corporation, USA

 

587071

Mavnet Acquisition corporation, USA

 

30

 

 

 

Total

 

587101

 

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2010

 

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

 

100.00

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer and Export of Silicon Chips for Digital Television and Internet Appliances.

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Divulged by the Management.

 

 

Bankers :

The Union Bank of India, Industrial Finance Branch, K.H. Roads, Bangalore—560027, Karnataka, India

 

Banking Relations :

-

 

 

Auditors :

 

Name :

BSR and Company

Chartered Accountant

Address :

Maruthi Infotech Centre, 11-12/1 Inner Ring Road, Koramanagla, Bangalore – 560071, Karnataka, India

Tel. No.:

91-80-39806000

Fax No.:

91-80-39806999

 

 

Fellow Subsidiaries:

Broadcom Singapore Pte. Limited

 

 

Holding Company :

Broadcom Corporation, USA

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1000000

Equity Shares

Rs.10/- each

Rs.10.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

587101

Equity Shares

Rs.10/- each

Rs.5.871 Millions

 

 

 

 

 

Note:

 

Of the above 587071 Equity Shares are held by Broadcom Corporation, USA, the holding company and also the ultimate holding company and 30 Equity Shares are held by Mavnet Corporation, USA.


 

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

5.871

5.871

5.871

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

284.550

276.462

235.775

4] Share Capital and Share Premium Pending allot of shares

12.036

12.036

0.000

5] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

302.457

294.369

241.646

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

302.457

294.369

241.646

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

52.977

69.670

104.564

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

23.800

16.940

12.649

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

26.299

57.744

0.000

 

Cash & Bank Balances

164.063

94.111

114.151

 

Other Current Assets

0.000

0.000

40.278

 

Loans & Advances

77.432

99.935

25.654

Total Current Assets

267.794

251.790

180.083

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

9.811

6.276

14.754

 

Other Current Liabilities

11.245

11.186

14.182

 

Provisions

21.058

26.569

26.714

Total Current Liabilities

42.114

44.031

55.650

Net Current Assets

225.680

207.759

124.433

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

302.457

294.369

241.646

 


 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

328.929

399.709

395.945

 

 

Other Income

 

 

5.213

 

 

TOTAL                                    

328.929

399.709

401.158

 

 

 

 

 

Less

EXPENSES

 

 

 

Office Expenses

 

 

 

 

 

Administrative Expenses

318.051

321.686

325.183

 

 

Advertising Expenses

 

 

 

 

 

TOTAL                                    

318.051

321.686

325.183

 

 

 

 

 

 

PROFIT BEFORE TAX

10.878

78.023

75.975

 

 

 

 

 

Less

TAX                                                                 

2.407

38.181

66.971

 

 

 

 

 

 

PROFIT AFTER TAX

8.471

39.842

9.004

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

275.804

235.775

226.771

 

Profit of transferor company from 1 April 2006 to 31 March 2008

--

0.186

--

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

284.275

275.803

235.775

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

328.920

372.708

395.945

 

TOTAL EARNINGS

328.920

372.708

395.945

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Laboratory Consumables

0.896

0.240

0.000

 

 

Capital Goods

29.578

10.440

30.021

 

TOTAL IMPORTS

30.474

10.680

30.021

 

 

 

 

 

 

Earnings Per Share (Rs.)

13.60

63.97

--

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

2.58
9.97
2.24

 

 

 
 
 

Net Profit Margin

(PBT/Sales)

(%)

NA
NA
19.19

 

 

 
 
 

Return on Total Assets

(PBT/Total Assets}

(%)

3.39
24.27
26.69

 

 

 
 
 

Return on Investment (ROI)

(PBT/Networth)

 

0.04
0.27
0.31

 

 

 
 
 

Debt Equity Ratio

(Total Liability/Networth)

 

0.14
0.15
0.23

 

 

 
 
 

Current Ratio

(Current Asset/Current Liability)

 

6.36
5.72
3.24

 

 

LOCAL AGENCY FURTHER INFORMATION

 

DETAILS OF SUNDRY CREDITORS

 

(Rs. In Millions)

Particulars

31.03.2010

31.03.2009

31.03.2008

Sundry Creditors

 

 

 

- Dues to Micro and small enterprises

--

--

--

- Dues to others

9.811

6.276

14.754

Total

9.811

6.276

14.754

 

Background:

 

The company formerly Armedia Labs India Private Limited, was incorporated in Bangalore in 1997 as a wholly owned subsidiary of Armedia Inc, United States of America (‘Armedia’) under the software Technology Parks of India (‘STPI’) scheme of Government of India, with an objective to provide chip design and related software development services.

 

Pursuant to acquisition by Broadcom Corporation, United States of America (‘Broadcom USA’) of the share from the promoters of Armedia in 1999, Broadcom USA has become the company’s ultimate holding company.

 

During the financial year 2008-09, Athena Semiconductors Private Limited was amalgamated with the company.

 

Review of Operations:

 

The company has achieved a turnover of Rs. 329.929 Millions as against Rs. 399.709 Millions in the previous year. The Board of Directors are pleased to inform that the company has made a Net profit of Rs. 8.471Millions as against a net profit of Rs. 39.842 Millions in the previous year.

 

Merger with Athena Semiconductors Private Limited

 

The Hon’ble High Court of Karnataka had approved the merger of Athena Semiconductors Private Limited with the company and accordingly passed an order confirming the said merger on July 06, 2009. Pursuant to the said order, the company is required to allot 1(one) equity share for every 7 (seven) equity shares to the equity shareholders of Transferor Company. The Board is in the process of allotting of share pursuant to the said order.

 

Contingent Liabilities:

 

(Rs. In Millions)

Particulars

31.03.2010

Rs. In Millions

Bank Guarantee

2.500

Income tax matters

39.624

 

Note:

 

The company has received demand from the Indian income tax authorities for the assessment years 2005-06 and 2006-07 wherein additional amounts of tax, including interest, of Rs. 25.984 Millions and Rs. 13.641 Millions respectively have been assessed as payable by the company. The additional tax demand primarily is on account of (i) price adjustment carried out by the Transfer Pricing Officer on the transfer pricing margin under Section 92CA of the Income-tax Act, 1961 and (ii) disallowance of a portion of deduction claimed by the company under section 10A of the Income –tax Act, 1961.

 

The company has preferred an appeal against these demands before the Commissioner (Appeals) and Dispute Resolution Panel (DRP) and management believes that its position is likely to be upheld in the appellate process. Accordingly, no tax expenses has been provided in the financial statements for the tax demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the company’s financial position and results of operations.

 

Bankers Charges Report as per Registry

 

 

Name of the company

ARMEDIA LABS PRIVATE LIMITED

Presented By

Mr. V Krishnan, Company Secretary, FCS: 709: CP: 1907

1) Date and description of instrument creating the change

04.04.1998

S-4(A) packing credit Agreement and Demand promissory/ executed by the Directors of the company.

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

Rs. 1.000 Million

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

Hypothecation of all goods purchased and meant for exports, and security over any of  the sale proceeds there of and over the relative Bills of Lading and / or other shipping documents.

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

Company to apply the amount on trusted by Bank exclusively towards purchase of goods a meant for export as per confirmed sale contracts approved by Bank and/ or LCs opened. Interest on amount outstanding form time to time at a concessional rate of 3% percentage point over bank rate subject to minimum of 12% p.a. and/ or at such rate prescribed by bank/ RBI from time to time. Hypothecated goods to incurred against all risks as may be necessary and / or required by bank.

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

The Union Bank of India, Industrial Finance Branch, K.H. Roads, Bangalore—560027, Karnataka, India

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:

 

  • Leasehold Improvement
  • Computers
  • Laboratory Equipment
  • Office Equipment
  • Furniture and Fixture

 

AS PER WEBSITE

 

Broadcom technology and products can be found in all of these devices and settings, and many others.

 

Broadcom is a major technology innovator and global leader in semiconductors for wired and wireless

communications: Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. The company provides the industry's broadest portfolio of state-of-theart, system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices.

 

Broadcom is one of the world's largest fabless semiconductor companies: The company designs and develops its products in labs and design centers in the U.S. and around the world and then works closely with independent chipmaking facilities to manufacture those products. Last year, Broadcom produced more than one billion chips, and currently produces some three million chips a day through a variety of fab partners.

 

2009 Revenue: $4.49 billion.

 

Engineering driven: Of Broadcom’s more than 8,000 full-time employees and temporary workers (excluding

interns), 76 percent are engineers, with more than 600 holding Ph.D.s. Broadcom is an engineering-driven and RandDfocused company, with an industry reputation for superior engineering execution and market leadership in a number of product areas.

 

A Global Company: Broadcom is a FORTUNE 500® company based in Irvine, Calif., with dozens of design centers and laboratories, sales offices and customers around the world.

 

Patents: Broadcom has more than 4,500 U.S. and over 1,800 foreign patents, more than 7,800 additional pending patent applications, and holds one of the broadest intellectual property portfolios addressing both the wired and wireless transmission of voice, video, data and multimedia.

 

Acquisitions: More than 40 companies acquired since 1999.

 

Customer Base of Industry Leaders: Acer, Alcatel-Lucent, Ambit, Apple, Cisco, Dell, DirecTV, EchoStar, H-P, IBM, LG Electronics, Nintendo, Nokia, Nortel, Motorola, Pace, Samsung, Thomson, among others.

 

Broadcom has more than 20 lines of business, and is No. 1 in worldwide market leadership positions in nearly a dozen product areas.

 

Broadcom’s products are grouped in these three market areas:

 

Home: Broadband Communications (31% of revenues for Q3 2010)

 

·         Cable and DSL modems

·         Cable, satellite and IP set-top boxes

·         Blu-ray Disc

·         Digital TV

·         DSL solutions

 

Hand: Mobile and Wireless (44% of revenues for Q3 2010)

 

·         Mobile handset

·         Cellular baseband

·         Bluetooth

·         GPS

·         Mobile multimedia

·         Power management

·         VoIP

·         Wireless LAN (Wi-Fi)

·         NFC (Near Field Communication)

 

Infrastructure: Enterprise Networking (22% of revenues for Q3 2010)

 

·         Physical layer

·         Broadband processor

·         Controller

·         Security

·         Optical

·         Switch

·         Server and storage

 

These products and technologies for the home, the hand and infrastructure provide the foundation for Broadcom’s vision that everyone and everything can be connected -- at home, at work and on the go, around the globe. The mission is to be the leading communications semiconductor company that enables these connections and enhances the experience.

 

Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com. Broadcom®, the pulse logo, Connecting everything® and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.

 

 


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.45.20

UK Pound

1

Rs.70.27

Euro

1

Rs.59.99

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

45

 

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.