MIRA INFORM REPORT

 

 

Report Date :

16.06.2011

 

IDENTIFICATION DETAILS

 

Name :

UTV GLOBAL BROADCASTING LIMITED

 

 

Registered Office :

7th Floor, Building No.11, Solitaire Corporate Park, Guru Hargovindji Marg, Andheri (East), Mumbai-400093, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

06.06.2007

 

 

Com. Reg. No.:

11-171337

 

 

Capital Investment / Paid-up Capital :

Rs. 20.001 millions

 

 

CIN No.:

[Company Identification No.]

U32300MH2007PLC171337

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMU05223B

 

 

PAN No.:

[Permanent Account No.]

AAACU9044R

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

The Company provides distribution services to television channels.

 

 

No. of Employees :

Not divulged by the management.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (32)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 13000000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of UTV Software Communications Limited, India.

 

It is an established company having moderate track. Profitability of the company is under pressure. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow.

 

In view of strong holding, 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

 

Name :

Mr. Rohit Agarwal

Designation :

Account Heads

Date :

15.06.2011

 

 

LOCATIONS

 

Registered Office :

7th Floor, Building No.11, Solitaire Corporate Park, Guru Hargovindji Marg, Andheri (East), Mumbai-400093, Maharashtra, India

Tel. No.:

91-22-40981400

Fax No.:

91-22-40981650

E-Mail :

Angna.arora@utvgroup.com

 

 

 

DIRECTORS

 

AS ON 11.08.2010

 

Name :

Mr. Shantonu Aditya

Designation :

Whole Time Director

Address :

701, 7th Floor, Navsonarbala Annexe, Off Turner Road, 28th Road, Bandra (West), Mumbai-400050, Maharashtra, India

Date of Birth/Age :

30.09.1958

Date of Appointment :

06.06.2007

Date of Ceasing :

11.09.2009

DIN No :

01525944

 

 

Name :

Mrs. Zarina Mehta

Designation :

Director

Address :

Flat No.11 and 12, Breach Candy House, 5th Floor, 68, Bhulabhai Desai Road, Opposite Permson, Mumbai-400026, Maharashtra, India

Date of Birth/Age :

06.11.1961

Date of Appointment :

06.06.2007

DIN No :

00004518

 

 

Name :

Mr. Rohinton Screwvala

Designation :

Director

Address :

Flat No.11 and 12, Breach Candy House, 5th Floor, 68, Bhulabhai Desai Road, Opposite Permson, Mumbai-400026, Maharashtra, India

Date of Birth/Age :

08.09.1956

Date of Appointment :

06.06.2007

DIN No :

00003423

 

 

Name :

Mr. Andy Bird

Designation :

Director

Address :

17753, Calle De Palermo, Pacific Palisdes, California-90272, USA

Date of Birth/Age :

03.01.1964

Date of Appointment :

06.08.2008

DIN No :

01182886

 

 

Name :

Ms. Snajaya Kulkarni

Designation :

Director

Address :

A-12, Technocrat society, Twin Tower Lane, Prabhadevi, Mumbai-400025, Maharashtra, India

Date of Birth/Age :

30.05.1949

Date of Appointment :

06.08.2008

DIN No :

00102575

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 11.08.2010

 

Names of Shareholders

No. of Shares

UTV Software Communications Limited, India

1699995

Rajeev Wagle

1

Puneet Juneja

1

Deven Khote

1

Mohd. Sajid Ali

1

Amit Banka

1

Jignesh Kenia

100

The Walt Disney Company Pte. Limited, Singapore

300000

Total

2000100

 

AS ON 11.08.2010

 

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

15.00

Bodies corporate

85.00

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The Company provides distribution services to television channels.

 

 

Products :

Channel Distribution

 

 

GENERAL INFORMATION

 

No. of Employees :

Not divulged by the management.

 

 

Bankers :

·         Axis Bank Limited, Credit Management Centre, Unit No. 6, Corporate Park, Chembur, Mumbai-400071, Maharashtra, India

 

 

Facilities :

 

Secured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

Term loan from SICOM Limited

500.000

0.000

(Secured by corporate guarantee of UTV Software Communications Limited (Holding Company) and Personal guarantee of a director of the company)

(Charge on content library of its subsidiaries Genx Entertainment Limited and UTV Entertainment Television Limited) (amount repayable within one year is Rs. 45.000 millions)

 

 

Total

500.000

0.000

 

 

 

Unsecured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

Loan from Holding Company

2641.100

579.500

Total

2641.100

579.500

 

 

 

Banking Relations :

 

 

 

Financial Institution:

Sicom Limited, Nirmal Building, 1st Floor, Nariman Paint, Mumbai-400021, Maharashtra, India

 

 

Auditors :

 

Name :

Price Water House and Company

Chartered Accountant

Address :

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai-400028, Maharashtra, India

 

 

Holding Company :

·         UTV Software Communications Limited

CIN No : L72200MH1990PLC056987

 

·         Unilazer Exports and Management Consultants Limited

 

 

Subsidiaries :

·         Genx Entertainment Limited

CIN No : U92142MH2007PLC167974

 

·         UTV Entertainment Television Limited

CIN No : U64200MH2007PLC170405

 

 

Fellow Subsidiaries Company:

·         UTV New Media Limited

·         UTV Communications (USA) LLC

·         IG Interactive Entertainment Limited

·         Indiagames Limited

·         Ignition Entertainment Limited, UK.

·         Ignition London Limited (Formerly known as Digi Guys Limited)

·         Ignition Entertainment Limited, USA.

·         UTV Games Limited

·         True Games Interactive Inc.

·         UTV TV Content Limited

·         RB Entertainment Limited

·         First Future Agri. & Developers Limited

·         UTV Tele Talkies Limited

·         Smriti Irani Television Limited

 

 

Associates :

·         UTV News Limited

·         Unilazer Media Limited

·         Unilazer Holdings Limited

·         Television News and Entertainment (India) Limited

·         Vijay Broadcasting Private Limited

·         United Tele-Shopping and Marketing Company Limited

 


 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

3000000

Equity Shares

Rs.10/- each

Rs. 30.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

2000100

Equity Shares

Rs.10/- each

Rs. 20.001 Millions

 

 

 

 

 

Notes : (Out of the above 1700000 (Previous year 1500000) Equity Shares of Rs. 10 each are held by holding company UTV Software Communication Limited)

 


 

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

20.001

20.000

2.000

2] Convertible Warrants

7.200

7.200

0.000

3] Share Application Money

0.164

0.000

0.000

4] Reserves & Surplus

3561.017

3561.017

0.000

5] (Accumulated Losses)

(314.107)

(65.393)

(10.448)

NETWORTH

3274.275

3522.824

(8.448)

LOAN FUNDS

 

 

 

1] Secured Loans

500.000

0.000

0.000

2] Unsecured Loans

2641.100

579.500

1388.100

TOTAL BORROWING

3141.100

579.500

1388.100

DEFERRED TAX LIABILITIES

6.503

0.000

0.000

 

 

 

 

TOTAL

6421.878

4102.324

1379.652

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

17.500

19.939

17.908

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

5687.141

127.411

127.412

DEFERREX TAX ASSETS

6.502

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

180.070

292.377

196.558

 

Cash & Bank Balances

21.161

14.225

34.238

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

611.375

3740.154

1124.649

Total Current Assets

812.606

4046.756

1355.445

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

49.442

38.018

82.805

 

Other Current Liabilities

48.434

51.816

36.469

 

Provisions

3.995

1.948

1.839

Total Current Liabilities

101.871

91.782

121.113

Net Current Assets

710.735

3954.974

1234.332

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

6421.878

4102.324

1379.652

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

307.252

154.821

154.177

 

 

Other Income

10.854

6.728

0.000

 

 

TOTAL                                     (A)

318.106

161.549

154.177

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Other Expenses

88.494

70.679

68.294

 

 

Direct Cost

211.075

85.140

12.664

 

 

Staff Cost

54.604

45.307

41.210

 

 

TOTAL                                     (B)

354.173

201.126

122.168

 

 

 

 

 

Less

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

(36.067)

(39.577)

32.009

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

209.278

10.865

37.450

 

 

 

 

 

 

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

(245.345)

(50.442)

(5.441)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

3.369

3.521

4.561

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

(248.714)

(53.963)

(10.002)

 

 

 

 

 

Less

TAX                                                                  (I)

0.000

0.982

0.446

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

(248.714)

(54.945)

(10.448)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(65.393)

(10.448)

0.000

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

(314.107)

(65.393)

(10.448)

 

 

 

 

 

 

EXPORT VALUE

74.623

2.279

0.000

 

 

 

 

 

 

IMPORTS VALUE

0.000

1.232

7.289

 

 

 

 

 

 

Earnings Per Share (Rs.)

(124.36)

(40.29)

(52.24)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

(78.18)

(34.01)

(6.78)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(80.95)

(29.58)

(6.49)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(29.73)

(1.33)

(0.73)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.08)

(0.02)

1.18

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.99

0.19

(149.97)

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

7.98

44.09

11.19

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS

 

(Rs. in millions)

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

Sundry Creditors

 

 

 

-          Micro and Small Enterprises

0.000

0.000

0.000

-          Payable to Holding Company

12.145

9.650

0.000

-          Payable to Subsidiaries

8.571

5.616

0.000

-          Others

28.726

22.752

82.805

Total

49.442

38.018

82.805

 

 

Note : Registered Office of the company has been shifted from Parijat House, 1076 Dr. E Moses road, Worli Naka, Mumbai-400018, Maharashtra, India to the present address w.e.f. 15.05.2010

 

 

BUSINESS OVERVIEW

 

The Company is currently distributing five channels namely Bindass, UTV Action, UTV World Movies, UTV Movies and Bloomberg UTV. All these channel target specific audiences, UTV World Movies showcases world’s greatest movies from 40 countries. Bindass is fast becoming an Iconic Indian Youth brand by focusing on path breaking content and the very best Music. UTV Action the latest addition to the network is a genre-specific movie channel showcasing fast-paced and high-octane action films from Hollywood and Bollywood. UTV Movies is India’s New Age Hindi Movie channel offering both the viewers and advertiser a highly engaged audience. With the maximum number of premiers, the latest library and making use of UTV group synergies, UTV Movies is triggered to grow to the top 3 position. We have developed strong and ongoing relationships with over 280 brands and 200 Advertisers. We distribute our own channels and are well distributed on cable as well as across all DTH platforms as well as many IPTV networks across the country. Importantly we believe strongly that broadcast will eventually be driven by pay revenues as digitization accelerates and each of their channels have been pay since launch.

 

 

PERFORMANCE AND PLANS

 

During the year the subscription revenue has nearly doubled as compared to the last year. The increase in revenue is mainly attributable to UTV Movies which has been distributed in the international markets and also there is an increase in the subscriber base on the DTH platforms and UTV Movies has established itself as the driver for the network. The subscriber base for all the channels that were distributed at the start of the year were around 0.857 million which has grown to 1.017 millions at the end of the financial year. The Company is also planning to increase its distribution strengths in various other geographical areas so as to increase its subscriber base and reach of the channels which will have a direct impact on the revenue generation capabilities.

 

BACKGROUND OF THE COMPANY

 

Subject was incorporated in India as a Public Limited Company under the Companies Act, 1956 on June 6, 2007. The Company became a subsidiary of UTV Software Communications Limited (“UTV”) with effect from August 8, 2008.The Company provides distribution services to television channels.

 

 

FORM 8

 

Corporate identity number of the company

U32300MH2007PLC171337

Name of the company

UTV Global Broadcasting Limited

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

7th Floor, Bldg No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai-400093, Maharashtra, India

This form is for

Creation of charge

Type of charge

·         Book debts

·         Movable property (not being pledge)

·         Floating charge

·         Others

Particular of charge holder

Axis Bank Limited, Credit Management Centre, Unit No. 6, Corporate Park, Chembur, Mumbai-400071, Maharashtra, India

Nature of instrument creating charge

Composite Hypothecation Agreement dated 28th February 2011 executed in favour of Axis Bank Limited creating charge on movable property, currents assets including Content library for working capital facility of Rs.250.000 millions each provided to UTV Entertainment Television Limited and Genx Entertainment Limited, Wholly Owned subsidiaries.

Date of instrument Creating the charge

28.02.2011

Amount secured by the charge

Rs. 500.000 millions

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

Extent and operation of the charge

Towards repayment of the principal amount of the Working Capital Facility amounting to Rs.250.000 millions each sanctioned to UTV Entertainment Television Limited and Genx Entertainment Limited, Wholly Owned subsidiaries of the Company, together with payment of all interest, penal interest, liquidated damages, fees, premium on prepayment, reimbursement of all costs, charges and expenses and all other monies due to the lender by the afore mentioned wholly owned subsidiaries.

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

First pari passu charge on all movable properties, current assets including Content library of the Company.

 

FIXED ASSETS

 

·         Freehold Land

·         Plant and Machinery

·         Furniture and Fixtures

·         Computers

·         Office Equipments

·         Computer Software


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.44.68

UK Pound

1

Rs.73.04

Euro

1

Rs.64.29

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

4

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

4

--CREDIT LINES

1~10

4

--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

 

32

 

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.