MIRA INFORM REPORT

 

 

Report Date :

07.01.2011

 

IDENTIFICATION DETAILS

 

Name :

MINDTREE WIRLESS PRIVATE LIMITED

 

 

Formerly Known As :

KYOCERA WIRELESS (INDIA) PRIVATE LIMITED

 

 

Registered Office :

Global Village Campus, Mylasandra Village, RVCE College Post, Off Mysore Road, Bangalore 560059, Karnataka

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

23.06.2003

 

 

Com. Reg. No.:

08 - 032143

 

 

CIN No.:

[Company Identification No.]

U72200KA2003PTC032143

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRK04094G

 

 

PAN No.:

[Permanent Account No.]

AACCK1293L

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Developing and Providing software system and software application service, for application implementation, integration, management and various upgrade services, for all types of telecommunication equipments including handsets, OEM, reference designs/platform designs, etc.

 

 

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 1260000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject 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 PARTED BY

 

Not able to contact the company.

 

 

LOCATIONS

 

Registered Office :

Global Village Campus, Mylasandra Village, RVCE College Post, Off Mysore Road, Bangalore 560059, Karnataka, India

Tel. No.:

91-80-67062101

Fax No.:

91-80-67062010

E-Mail :

shankaran_ramchandran@mindtree.com

 

 

DIRECTORS

 

AS ON 27.05.2010

 

Name :

Mr. Rostow Ravanan

Designation :

Director

Date of Birth/Age :

06.02.1971

Date of Appointment :

01.10.2009

 

 

Name :

Mr. Namakal Srinivasan Parthasarthy

Designation :

Director

Date of Birth/Age :

03.01.1961

Date of Appointment :

01.10.2009

 

 

Name :

Mr. Samartha R Nagabhushanam

Designation :

Director

Date of Birth/Age :

14.05.1972

Date of Appointment :

05.03.2004

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 27.05.2010

 

Names of Shareholders

No. of Shares

Mindtree Limited, Karnataka

412499

Mindtree Limited Joint with Mr. Rostow Ravanan

1

Total

412500

 

 


AS ON 27.05.2010

 

Equity Share Breakup

 

Percentage of Holding

Category

 

 

Bodies corporate

 

100.00

 

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Developing and Providing software system and software application service, for application implementation, integration, management and various upgrade services, for all types of telecommunications equipment including handsets, OEM, reference designs/platform designs etc.

 

 

Products :

ITC Code: 8524.00

Product Description: Development of Software

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

  • HSBC Bank, 7 M G Road, Bangalore 560001, Karnataka, India
  • HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai 400013, Maharashtra, India

 

 

Facilities :

Rs. In Millions

 

UNSECURED LOAN

31.03.2010

 

31.03.2009

 

Interest Free loan form the holding company

(repayable on demand)

70.000

0.000

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

BSR and Associates

Chartered Accountant

Address :

Maruthi Info Tech Centre, 11-12/1 Inner Ring Road, Koramangala, Bangalore 560071, Karnataka, India

Tel. No.:

91-80-39806000

Fax No.:

91-80-39606999

 

 

Name :

Price Waterhouse

Chartered Accountant

Address :

Mittal Tower, 10th Floor, C Wing, 47/6 M G Road, Bangalore 560001, Karnataka, India

 

 

 

 

Ultimate Holding Company:

Kyocera Corporation, Japan (Up to September 30, 2009)

 

 

Holding Company:

  • Mind Tree Limited (With effect from October 1, 2009)

CIN No.: L72200KA1999PLC025564

 

  • Kyocera Wireless Corporation, USA (Up to September 30, 2009)

 

 

Fellow Subsidiaries :

  • Kyocera Wireless Do Brasil Lida
  • Kyocera Asia Pacific Pte. Limited
  • Kyocera Telecommunication Research Corporation

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

500000

Equity Shares

Rs. 10 each

Rs.5.000 millions

 

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

412500

Equity Shares

Rs. 10 each

Rs.4.125 millions

 

 

 

 

 

 

(of the above 412499 shares of Rs. 10each are held by MindTree Limited and 1 is held by an individual as a \nominee of MindTree Limited. In the previous year, 412499 equity shares of Rs. 10 reach was held by Kyocera Wireless Corporation, USA and 1 equity shares of Rs. 10 was held by Kyocera International Inc., 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

4.125

4.125

4.125

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

312.462

455.835

321.532

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

316.587

459.960

325.657

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

70.000

0.000

0.000

TOTAL BORROWING

70.000

0.000

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

386.587

459.960

325.657

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

73.189

118.549

81.259

Capital work-in-progress

4.400

2.217

5.178

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

55.207

53.891

51.419

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

5.586

 

Sundry Debtors

153.063

245.003

134.493

 

Cash & Bank Balances

32.398

135.153

116.022

 

Other Current Assets

0.000

0.000

34.494

 

Loans & Advances

190.986

133.174

48.818

Total Current Assets

376.447

513.330

339.413

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

4.960

34.863

25.949

 

Other Current Liabilities

64.440

48.902

21.254

 

Provisions

53.256

144.262

104.409

Total Current Liabilities

122.656

228.027

151.612

Net Current Assets

253.791

285.303

187.801

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

386.587

459.960

325.657

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Sales

1006.265

1303.505

909.467

 

 

Other Income

2.364

47.998

0.306

 

 

TOTAL                                     (A)

1008.629

1351.503

909.773

 

 

 

 

 

Less

EXPENSES

 

 

Office Expenses

 

 

 

 

 

Administrative Expenses

767.249

726.084

678.080

 

 

Advertising Expenses

 

 

 

 

 

TOTAL                                     (B)

767.249

726.084

678.080

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

241.380

625.419

231.693

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

1.386

0.000

4.726

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

239.994

625.419

226.967

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

82.782

71.472

96.677

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

157.212

553.947

130.290

 

 

 

 

 

Less

TAX                                                                  (H)

30.815

42.905

(15.128)

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

126.397

511.042

145.418

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

379.513

296.410

259.117

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

12.639

51.200

14.600

 

 

Dividend

0.000

100.477

79.940

 

 

Interim Dividend including tax thereon

0.000

276.262

13.585

 

 

Final Dividend including tax thereon

272.853

0.000

0.000

 

BALANCE CARRIED TO THE B/S

220.418

379.513

296.410

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

0.000

0.000

0.028

 

 

Commission Earnings

0.000

0.000

45.113

 

 

Earnings from Software Development

1005.864

1302.285

858.067

 

TOTAL EARNINGS

1005.864

1302.285

903.208

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

16.370

93.461

94.454

 

 

Others

2.505

20.457

8.516

 

TOTAL IMPORTS

18.875

113.918

102.970

 

 

 

 

 

 

Earnings Per Share (Rs.)

306

--

--

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

12.53

37.81

15.98

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

15.62

42.49

14.32

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

34.96

87.66

30.97

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.49

1.20

0.40

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.60

0.49

0.46

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.06

2.25

2.23

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS

 

Rs. In Millions

 

Particulars

 

31.03.2010

31.03.2009

31.03.2008

Sundry Creditors

4.960

34.863

25.949

 

Note:

Registered office of the company has been shifted from No. 55 Divyasree Towers, 5th Floor, New Gurapanna Palya Bannerghatta Road, Bangalore 560029, Karnataka, India to the present address w.e.f. 01.06.2006

 

 

BACKGROUND:

Mindtree Wirless Private Limited (formerly Kyocera Wireless (India) Private Limited) was incorporated on 23.06.2003 under the Indian Companies Act 1956 as a wholly owned subsidiary of Kyocera Wireless Corp. USA. During the year MindTree Limited acquired 100& equity shares of the company from the shareholders of the company by signing a shares purchases agreement. Accordingly, with effect from 01.10.2009, the company becomes a wholly owned subsidiary of MindTree Limited. The company is primarily engaged in the business of developing and providing software system and software application service, for application implementation, integration, management and various upgrade services, for all types of telecommunications equipment including handsets, OEM, reference designs/platform designs and other things related thereto. The registered office of the company is situated in Bangalore.

 

 

OPERATIONS:

During the year the company achieved revenue of RS. 1006.27 millions Compared to the previous year revenue of Rs. 1303.51 millions The current year revenue was reduced by Rs. 297.24 millions. The reduction of revenue amounting to Rs. 297.24 millions is mainly form the customer KWC, who had carried out internal restructuring and had shifted the product test to their in house team at Japan effective October 2010 and had also partially shifted their software development to their in hose at Japan and also compared to FY 2008 2009, there was reduction in average FX realization during FY 200-10 which also resulted in reduction of revenue in Rupees during the current year as major portion of the company’s revenue is from export of services.

 

The company continued to operate in the transaction net margin method or Time and Material model for the second year with all its customers. Under this method entire risk relating to currency, attrition etc. was borne by the company as against the cost plus model wherein the entire risk was borne by its customers.

 

Compared to the previous year the company achieved lesser profitability due to increase in the buffer/bench being non billable employees after October 2010. The increase in non billable people effective October 10 is due to internal reorganization carried out by the main customer KWC as already stated above. The company also provided increase of 8% to billable employees in the competency C1 to C4 effective January 2010 with a view to retain its employees. 

 

 

FIXED ASSETS:

Computer equipment

Office Equipment

Furniture and Fixture

Software

 

 

FORM 8

 

Corporate identity number of the company

U72200KA2003PTC032143

Name of the company

MINDTREE WIRLESS PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

Global Village Campus, Mylasandra Village, RVCE College Post, Off Mysore Road, Bangalore 560059, Karnataka , India

This form is for

Creation of charge

Type of charge

Book debts

Movable property (not being pledge)

Floating charge

Particular of charge holder

HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai 400013, Maharashtra, India

EMAIL: s.krishnan@hdfcbank.com

Nature of instrument creating charge

Letter of hypothecation of stocks & book debts Dt. 30.10.2009

Date of instrument Creating the charge

30.10.2009

Amount secured by the charge

Rs. 80.000 millions

Brief of the principal terms an conditions and extent and operation of the charge

Rate of interest

interestrate 5.25% p.a or any other rate the Bank may fix from time to time. Penal interest:2% p.a in addition to the interest rates as mentioned above for all overdues /delays in the monies payable.

 

Terms of repayment

cash credit:Repayable on demand

Working capital Demand Loan: upto 180 days.

Export Credit:upto 180 days.

 

Margin

Cash Credit:25% or as communicated by bank from time time.

 

Extent and operation of the charge

First Charge by way of hypothecation on all the stocks and book debts of the company both present and future.

 

Short particulars of the property charged (Including location of the property)

First Charge by way of hypothecation on all the stocks and book debts of the company both present and future.

 

 


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.45.31

UK Pound

1

Rs.70.26

Euro

1

Rs.59.56

 


 

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

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

NO

--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.