MIRA INFORM REPORT

 

 

Report Date :

31.01.2011

 

IDENTIFICATION DETAILS

 

Name :

VENUS WORLDWIDE ENTERTAINMENTS PRIVATE LIMITED

(w.e.f. 22.10.2010)

 

 

Formerly Known As :

VENUS RECORDS AND TAPES PRIVATE LIMITED

 

 

Registered Office :

106/1, Blue Diamond, Oppesite SNDT College, Juhu Tara Road, Santacruz (West), Mumbai – 400049, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

07.09.1988

 

 

Com. Reg. No.:

11-048756

 

 

CIN No.:

[Company Identification No.]

U52334MH1988PTC048756

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMV04637D

 

 

PAN No.:

[Permanent Account No.]

AAACV4561G

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

The company is engaged in the business of acquiring and creating re – recording right in various films and non – films songs and in exploitation thereof by way of manufacturing Records, Cassettes C.D’s, V.CD’s, V.H.S., D.V. D’s, Containing the said programmers and sale thereof, producing, presenting and distributing Films through Theatres, Cables and satellite, Providing Studio and Equipments an Hire.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (46)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 1180400

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track records. 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

 

LOCATIONS

 

Registered Office :

106/1, Blue Diamond, Oppesite SNDT College, Juhu Tara Road, Santacruz (West), Mumbai – 400049, Maharashtra

Tel. No.:

91-22-6733000

Fax No.:

91-22-6600483

E-Mail :

Venus7.music@gmail.com 

Web Site :

www.venusgroup.org

 

 

SOLE PROPRIETOR/PARTNERS/DIRECTORS

 

AS ON 28.09.2010

 

Name :

Mr. Ganesh Chhaganlal Jain

Designation :

Director

Address :

Jassa Wala Wadi Jain Bungalow, Plot No. 899, Juhu Tara Road, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

28.07.1951

Date of Appointment :

07.09.1988

 

 

Name :

Mr. Ratan Devichand Jain

Designation :

Director

Address :

Jassa Wala Wadi Jain Bungalow, Plot No. 899, Juhu Tara Road, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

13.07.1954

Date of Appointment :

01.01.1908

 

 

Name :

Mr. Girish Devichand Jian

Designation :

Director

Address :

14 Valencia, Juhu Tara Road, Santacruz West, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

01.03.1969

Date of Appointment :

11.12.1992

 

 

Name :

Mr. Champak Davichand Jain

Designation :

Director

Address :

33, Valencia, Juhu Tara Road, Santacruz West, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

29.05.1966

Date of Appointment :

11.12.1992

 

 

Name :

Mr. Umed Devichand Jain

Designation :

Director

Address :

31, Valencia, Juhu Tara Road, Santacruz West, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

02.01.1954

Date of Appointment :

11.12.1992

 

 

Name :

Mr. Ramesh Chhaganlal, Jain

Designation :

Director

Address :

506/B Jaldarshan Ruia Park Gandhigram Road, Juhu West, Mumbai - 400049, Maharashtra, India

Date of Birth/Age :

02.05.1958

Date of Appointment :

11.12.1992

 

 

Name :

Mr. Bhawar Devichand Jain

Designation :

Director

Address :

311/312 C Jaldarshan Ruia Park, Gandhigram Road, Juhu West, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

20.06.1959

Date of Appointment :

01.04.2008

 

 

Name :

Mr. Gheesoolal F. Kothari

Designation :

Director

Address :

503/504 Rajgir 5th Floor Old Nagardas Road, Andheri East, Mumbai – 400069, Maharashtra, India

Date of Birth/Age :

10.05.1954

Date of Appointment :

01.07.2008

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 28.09.2010

 

Names of Shareholders

 

No. of Shares

 

 

 

Mr. Ganesh Chhaganlal Jain

 

850000

Mr. Ratan Devichand Jain

 

850000

Mr. Ramesh C. Jain

 

811305

Mr. Girish D. Jain

 

714610

Mr. Champak C. Jain

 

779574

Mr. Umed D. Jain

 

812055

Mr. Bhawar D. Jain

 

775424

Ms. Parsan G. Jain

 

189430

Ms. Pushpa R. Jain

 

180864

Ms. Ratan R. Jain

 

750

Ms. Veena B. Jain

 

4150

Mr. Rajendra R. Jain

 

8566

Mr. Gheesoolal F. Kothari

 

519716

Mr. Rashes B. Shah

 

750000

Ms. Bina B. Shah

 

950000

Mr. Rajiv B. Shah

 

750000

 

 

 

Total

 

8946444

 

AS ON 28.09.2010

 

Category

Percentage

Directors or relatives of Directors

72.61

Other top fifty shareholders

27.39

 

 

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The company is engaged in the business of acquiring and creating re – recording right in various films and non – films songs and in exploitation thereof by way of manufacturing Records, Cassettes C.D’s, V.CD’s, V.H.S., D.V. D’s, Containing the said programmers and sale thereof, producing, presenting and distributing Films through Theatres, Cables and satellite, Providing Studio and Equipments an Hire.

 

PRODUCTION STATUS AS ON 28.09.2010

 

Particulars

Unit

Actual Production

 

 

 

Recorded Audio Cassettes

Nos/Sets

582205

Digital Video Disc

Nos/Sets

1356

Compact Disc

Nos/Sets

134624

 

 

 

 

 

GENERAL INFORMATION

 

Bankers :

  • Export – Import Bank of India

Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India

  • Industrial Development Bank of India Limited

IDBI Tower WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India

 

 

Facilities :

 

Secured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

From Bank

 

 

Term Loan *

121.374

322.849

Misc. Cash Credit

105.067

104.349

Against Hypothecation of Vehicles

1.301

2.640

From Others

 

 

Against Hypothecation of Vehicles

5.788

0.523

 

 

 

Total

233.530

430.361

 

 

 

Unsecured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

Inter Corporate Deposits

105.338

4.187

 

 

 

Total

105.338

4.187

 

Note: * (Against a First charger on negatives, all revenues/ receivables of the under production film “Hisss (Naagin)” and personal guarantee from directors Shri Ganesh Jain and Shri Ratan Jain.

 

** (Against prime securities by way of equitable Mortgage of immovable properties belonging to other companies and concerns under the same management as well as of Directors and their relatives and personally guaranteed by them plus lien in fixed deposits worth Rs. 61.000 Millions and collateral securities by way of hypothecation of all current assets including book debts, stock of audio, film and other library right of music / films etc which are not specifically charged to other banks for specific projects.)

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

R. S. Shah and Associates

Chartered Accountant

Address :

217, Vardhaman Chambers, 2nd Floor, Cawasji Patel Street, Fort, Mumbai – 400001, Maharashtra, Indai

Tel. No.:

91-22-2873508/22042469

 

 

Associates/Subsidiaries :

--

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10000000

Equity Shares

Rs.10/- each

Rs. 100.000Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

8946444

Equity Shares

Rs.10/- each

Rs. 89.464Millions

Note

Out of above 250000 Equity shares alloted as fully paid up pursuant to agreements of take – over without payments being received in cash.

 

 

 

 

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

89.464

89.464

89.464

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

205.653

70.022

0.000

4] (Accumulated Losses)

0.000

0.000

(8.063)

NETWORTH

295.117

159.486

81.401

LOAN FUNDS

 

 

 

1] Secured Loans

233.530

430.361

156.909

2] Unsecured Loans

105.339

4.189

13.687

TOTAL BORROWING

338.869

434.550

170.596

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

633.986

594.036

251.997

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

162.080

104.607

78.034

Capital work-in-progress

0.000

6.416

0.000

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

(29.658)

(1.166)

0.748

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

142.210

353.018

113.245

 

Sundry Debtors

83.033

111.953

51.525

 

Cash & Bank Balances

7.249

0.843

3.484

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

346.295

235.096

218.185

Total Current Assets

578.787

700.910

386.439

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

50.401

70.787

57.321

 

Other Current Liabilities

26.149

133.273

153.137

 

Provisions

0.673

12.671

2.850

Total Current Liabilities

77.223

216.731

213.308

Net Current Assets

501.564

484.179

173.131

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.084

 

 

 

 

TOTAL

633.986

594.036

251.997

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

1120.561

539.817

371.710

 

 

 

 

 

 

 

 

TOTAL                                    

1120.561

539.817

371.710

 

 

 

 

 

Less

EXPENSES

 

 

Office Expenses

 

 

 

 

 

Administrative Expenses

NA

402.990

233.315

 

 

Advertising Expenses

 

 

 

 

 

TOTAL                                    

NA

402.990

233.315

 

 

 

 

 

 

PROFIT BEFORE TAX              

205.649

136.827

138.395

 

 

 

 

 

Less

TAX                                                                 

NA

NA

NA

 

 

 

 

 

 

PROFIT AFTER TAX                            

NA

80.636

89.357

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

NA

14.93

24.03

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

18.35

25.34

37.23

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

35.53

19.52

35.81

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.69

0.85

1.70

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.26

1.35

2.62

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

7.49

3.23

1.81

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Note: Registered office address of the company been shifted from Shivsagar Corner of AB Nair Rdopp Chand Society, Juhu, Mumbai – 400049, Maharashtra, India to present w.e.f. 01.10.2009

 

OPERATIONS AND OUTLOOK:

 

During the year the company earned an total income of Rs. 1120.561 Millions as against Rs. 531.179 Millions achieved during the corresponding period of the previous year. After off setting the expenses the company made during the year a profit of Rs. 205.649 Millions (Before tax) as against Rs. 136.827 Millions achieved during the corresponding period of the previous year. The directors are optimistic about the future of the company.

 

Form 8

 

Corporate identity number of the company

U52334MH1988PTC048756

Name of the company

Venus Worldwide Entertainments Private Limited

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

106/1, Blue Diamond, Opp. SNDT College,

Juhu Tara Road, Santacruz (West)

Mumbai – 400049, Maharashtra, INDIA

This form is for

Creation of charge

Type of charge

Book Debts

Movable Property

Particular of charge holder

EXPORT-IMPORT BANK OF INDIA

Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India

eximoif@vsnl.com

Nature of instrument creating charge

Unattested Deed of Hypothecation executed by Venus Worldwide Entertainments Private Limited("the Borrower") in favour of Export-Import Bank of India ("Exim Bank"), a copy whereof is attached hereto for securing Exim Bank's Rupee Term Loan or Rs.210.000 Millions

Date of instrument Creating the charge

28.12.2010

Amount secured by the charge

210.000 Millions

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

Rate of Interest: 13.5% per annum and interest shall be payable by Borrower with monthly rests on 20th day of each month.

 

Terms of Repayment : The Loan amount drawn to be repaid on or before release of the Film - "TEZZ" (hereinafter referred to as "the Film"), but not later than 12 (Twelve) months from the date of first disbursement

 

Margin : 50%

 

Extent and Operation of the charge : Charge created under Deed of Hypothecation dated 28th December 2010 (DOH) shall operate as  security by way of exclusive  charge over movable assets pertaining to the Film, both present and future, more particularly mentioned in Schedule III of DOH for due repayment of the Loan, interest thereon and other money payable by the Borrower under the Loan Agreement dated 28th October 2010 (LA).

Short particulars of the property charged

1) All of the tangible and intangible assets of the Film, including its physical properties relating to development, production, distribution, etc. of the Film, including positives, negatives, prints etc

 

2) General intangibles including copyrights, patents, trademark, trade name, etc. as briefly described in Schedule III to the DOH

 

3) Lien on the old film library valued about Rs 210.000 Millions. (list of titles are mentioned in DOH)

 

 


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.45.74

UK Pound

1

Rs.72.73

Euro

1

Rs.62.73

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

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

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

46

 

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.