MIRA INFORM REPORT

 

 

Report Date :

21.07.2011

 

IDENTIFICATION DETAILS

 

Name :

DRAFTFCB-ULKA ADVERTISING PRIVATE LIMITED (w.e.f. 17.12.2007)

 

 

Formerly Known As :

FCB-ULKA ADVERTISING PRIVATE LIMITED

 

 

Registered Office :

4th Floor, Nirmal, Nariman Point, Mumbai – 400 021, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

23.04.1970

 

 

Com. Reg. No.:

11-014617

 

 

Capital Investment / Paid-up Capital :

Rs.0.451 million

 

 

CIN No.:

[Company Identification No.]

U74300MH1970PTC014617

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMF03281F

 

 

PAN No.:

[Permanent Account No.]

AAACU0566E

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Advertising Agency

 

 

No. of Employees :

Approximately 700 (All over India)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 2033000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is an old and well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be 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.

 

INFORMATION PARTED BY (General Details)

 

Name :

Mr. Pradeep

Designation :

Accounts Manager

Contact No.:

91-22-66707070

Date :

20.07.2011

 

 

LOCATIONS

 

Registered Office :

4th Floor, Nirmal, Nariman Point, Mumbai – 400 021, Maharashtra, India 

Tel. No.:

91-22-66707070/ 22026884

Fax No.:

91-22-66707172/ 22875984

E-Mail :

vshetty@draftfbulka.com

nalai@draftfcbulka.com

Website :

http://www.draftfcb.com

http://www.fcbulkacomstrat.com

Location :

Owned

 

 

DIRECTORS

 

As on 17.09.2010

 

Name :

Mr. Anil Kapoor

Designation :

Director

Address :

Sea Belle, Nepean Sea Road, Mumbai - 400 026, Maharashtra, India

Date of Birth/Age :

07.09.1947

Date of Appointment :

16.09.1988

DIN No.:

00080279

 

 

Name :

Mr. Nagesh Ganesh Alai

Designation :

Director

Address :

Flat No.15, 2nd Floor, Deepali Co-Operative Housing Society Limited, St Cyril Road, Bandra (West), Mumbai - 400 050, Maharashtra, India

Date of Birth/Age :

13.06.1958

Date of Appointment :

06.07.2007

DIN No.:

01290616

 

 

Name :

Mr. Laurence Joseph Boschetto

Designation :

Director

Address :

25 Sutton Place South, Apt. 15K, New York 110022

Date of Birth/Age :

13.06.1958

Date of Appointment :

10.03.2008

DIN No.:

02117114

 

 

KEY EXECUTIVES

 

Name :

Mr. Pradeep

Designation :

Accounts Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 17.09.2010

 

Names of Shareholders

 

 

No. of Shares

Advertisement and Communication Services (Mauritius) Limited, Mauritius

 

4510

Interpublic Mauritius Limited, Mauritius

 

1

Total

 

4511

 

As on 17.09.2010

 

Equity Share Breakup

 

Percentage of Holding

Category

 

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Advertising Agency

 

 

Terms :

 

Selling :

L/C, Cash and Credit

 

 

Purchasing :

L/C, Cash and Credit 

 

 

GENERAL INFORMATION

 

Customers :

Advertisers

 

 

No. of Employees :

Approximately 700 (All over India)

 

 

Bankers :

v      Hongkong and Shanghai Banking Corporation Limited, Nariman Point, Mumbai, Maharashtra, India

v      Bank of India, Sion Branch, 29, Amba Bhavan, Sion Circle, Mumbai – 400 022, Maharashtra, India

 

 

Facilities :

Secured Loans

31.03.2010

(15 Months)

31.12.2008

(12 Months)

 

(Rs. in millions)

(Rs. in millions)

Lease obligation against assets acquired under finance lease

(Repayable within one year Rs.7.520 millions; December 31, 2008 Rs.11.681 millions)

12.948

26.626

Total

12.948

26.626

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Price Waterhouse

Chartered Accountants

Address :

252, Veer Savarkar Marg, Dadar (West), Mumbai – 400 028, Maharashtra, India

 

 

Holding Company :

Advertisement and Communication Services (Mauritius) Limited

Address: 10 Frere Felix De Valois, Port Louis 999999 Mauritius

 

 

Ultimate Holding Company :

Interpublic Group of Company Inc.

 

 

Subsidiaries :

Interface Communications Private Limited

CIN No.: U74300DL1985PTC021874

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

50000

Equity Shares

Rs.100/- each

Rs.5.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

4511

Equity Shares

Rs.100/- each

Rs.0.451 million

 

 

 

 

 

Notes:

 

1. 4511 Equity Shares are held by Advertisement and Communication Services (Mauritius) Limited, the holding company and its nominees; the ultimate holding company being Interpublic Group of Company Inc.

 

2. The Board of Directors at their meeting held on July 29, 2009 approved the buy back of 180 equity shares of Rs.100 each which was ratified by members as the Extraordinary General Meeting held on July 31, 2009. The Company bought back 180 equity shares of Rs.100 each from Advertisement and Communication Services (Mauritius) Limited and the buy back procedures were completed on September 2, 2009. Accordingly, (i) the face value of shares bought back aggregating Rs.0.018 million has been reduced from the paid up equity share capital (ii) the premium on buy-back of Rs.0.483 million per equity share aggregating Rs.86.886 millions has been adjusted first from General Reserve to the extent of Rs.23.884 millions and balance amount Rs.63.003 millions has been adjusted from the profit and loss account (iii) Rs.0.018 million being the face value of the shares bought back, has been transferred from General Reserve to Capital Redemption Reserve as per the provisions of the Companies Act, 1956. 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

(15 Months)

31.12.2008

(12 Months)

31.12.2007

(12 Months)

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

0.451

0.469

0.501

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

507.756

396.778

295.226

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

508.207

397.247

295.727

LOAN FUNDS

 

 

 

1] Secured Loans

12.948

26.626

36.486

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

12.948

26.626

36.486

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

521.155

423.873

332.213

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

25.802

42.666

59.732

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

1.400

1.400

1.400

DEFERREX TAX ASSETS

96.305

43.519

31.246

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Unbilled Jobs and Jobs-in-Progress

861.374

480.638

447.270

 

Sundry Debtors

1805.803

1529.295

1241.546

 

Cash & Bank Balances

315.857

99.066

111.222

 

Loans, Advances & Other Current Assets

430.822

261.353

292.302

Total Current Assets

3413.856

2370.352

2092.340

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

Sundry Creditors

2660.952

1679.511

1786.971

 

Other Current Liabilities

215.627

285.553

 

 

Provisions

139.629

69.000

65.534

Total Current Liabilities

3016.208

2034.064

1852.505

Net Current Assets

397.648

336.288

239.835

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

521.155

423.873

332.213

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

(15 Months)

31.12.2008

(12 Months)

31.12.2007

(12 Months)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Commission and Services

25.900

10.300

NA

 

TOTAL EARNINGS

25.900

10.300

NA

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

(15 Months)

31.12.2008

(12 Months)

31.12.2007

(12 Months)

Debt Equity Ratio

(Total Liability/Networth)

 

5.96

5.19

6.39

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.13

1.17

1.13

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Details of Sundry Creditors:

 

Particulars

 

31.03.2010

(15 Months)

31.12.2008

(12 Months)

31.12.2007

(12 Months)

 

(Rs. in millions)

(Rs. in millions)

(Rs. in millions)

Sundry Creditors

2660.952

1679.511

NA

 

 

 

 

 

FINANCIAL RESULTS:

 

The macro economic situation continued to be difficult for most part of 2009 with signs of revival coming towards the end of the 3rd quarter of the year and gradually improving from then on. During the 15 months period, the company posted an income of Rs.1.34 billion compared to Rs.0.94 billion in the year 2008. This was possible due to winning a clutch of new business by the various business divisions of the company and additional assignments from existing clients.  

 

In the year 2009, in the interest of attracting and retaining talent, the company had to put in place remuneration reviews of its personnel as also move into a larger office premises to rationalize space utilization amongst the group and to handle the growing business, both critical investments in the agency business. The increase of Rs.0.39 billion in expenditure in the current period over 2008 is essentially due to the above factors.

 

The company posted healthy PBT of Rs.0.31 billion compared to Rs.0.29 billion in 2008.

 

Going forward, the Directors are sanguine about the company’s revenues and profits and believe that it will continue to do well albeit faced with increasing remuneration pressures and competition.

 

BUY BACK OF SHARES:

 

During the period 1st January 2009 to 31st March 2010, the company bought back 180 fully paid-up Equity Shares of Rs.100/- each constituting 3.84% of the total existing paid-up equity shares capital of the Company at a price of Rs.0.483 per share aggregating to Rs.86.905 millions from its shareholder Advertisement and Communication Services (Mauritius) Limited. This was done, considering the significant build-up in accumulated reserves and retained earnings of the company and also to align its capitalization with the operating needs. 

 

FORM 8:

 

Name of the company

ULKA ADVERTISING PRIVATE LIMITED

Presented By

Bank of India

1) Date and description of instrument creating the change

Deed of Hypothecation and Charge of debts dated 03.02.1984.

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

Rs.1.500 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

All the book-debts outstandings, moneys receivables etc.

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

Hypothecation and charge on all the book-debts outstandings, money receivable etc. of the company to secure a Cash Credit Limit of Rs.1.500 millions repayable/ together with interest @ 8% p.a. over Bank Rate Minimum 18% per annum with quarterly rests or at such other rate/s as may be notified to the company by the Bank from time to time.

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

Bank of India, Sion Branch, 29, Amba Bhavan, Sion Circle, Mumbai – 400 022, Maharashtra, India

6) Date  and brief description of instrument modifying the charge

NIL

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.

NIL

 

TRADE REFERENCES:

 

v      Antas India

v      STA

v      Mudra Communications

 

FIXED ASSETS:

 

v      Buildings

v      Leasehold Improvements

v      Office and Studio Equipments-Owned  

v      Office and Studio Equipments-Leased

v      Computers-Owned

v      Computers-Leased

v      Electrical Appliances and Fittings

v      Furniture and Fixtures

v      Vehicles-Owned

v      Vehicles-Leased


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.44.46

UK Pound

1

Rs.71.67

Euro

1

Rs.62.94

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--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

 

64

 

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.