MIRA INFORM REPORT

 

 

Report Date :

06.05.2011

\

Note: The Company has been shifted from the above address.

  

IDENTIFICATION DETAILS

 

Name :

AGC NETWORKS LIMITED (w.e.f 27.04.2010)

 

 

Formerly Known As :

AVAYA GLOBAL CONNECT LIMITED

 

 

Registered Office :

Equinox Business Park (Penninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kulra West, Mumbai – 400070, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

30.09.2010

 

 

Date of Incorporation :

19.08.1986

 

 

Com. Reg. No.:

11-040652

 

 

Capital Investment / Paid-up Capital :

Rs. 142.332 Millions

 

 

CIN No.:

[Company Identification No.]

L32200MH1986PLC040652

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

AHMT00385A

 

 

PAN No.:

[Permanent Account No.]

AAACT3992M

 

 

Legal Form :

Public Limited Liability Company. Its shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturing of EPABX, Transmission Equipments, Telephone Instruments, Answering Machines and Cordless Telephones.

 

 

No. of Employees :

542 (approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (66)

 

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 10000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of Avaya Inc., USA, it’s a well established and reputed company having fine track. Financial position of the company appears to be sound. Trade relations are fair. Business is active. Payments are reported to be regular 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 DENIED BY

 

Name :

Mr. Prasad Subramaiam

Designation :

Divisional Manager – Finance and Accounts

Contact No.:

91-79-66712200

Date :

06.05.2011

 

 

LOCATIONS

 

Registered Office :

Equinox Business Park (Penninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kulra West, Mumbai – 400070, Maharashtra, India

E-Mail :

telecom@tata.com

gambhir@gnr.ttl.sprintsmx.ems.vsnl.net.in

investors@avayaglobalconnect.com

investors@agcnetworks.com

Website :

http://www.agcnetworks.com

 

 

Corporate Office :

DLF Square, II Floor, M-Block, Jacaranda Marg, DLF City, Phase II, Gurgaon - 122 002, Haryana, India

Tel No.:

91-124-4093333/ 25605000

Fax No.:

91-124-2560619/ 20/ 21

 

 

Factory :

E-1/1, Gandhinagar Electronics Estate, Gandhinagar  - 382 044, Gujarat, India

Tel No.:

91-79-66712200

Fax No.:

91-79-66712287

 

 

Regional Offices :

Located at:

 

  • Bangalore
  • Chennai
  • Gurgaon
  • Kolkata
  • Mumbai
  • Pune

 

 

Branches and Service Centres :

Located At:
  • Ahmedabad
  • Bilaspur
  • Chandigarh
  • Guwahati
  • Hyderabad,
  • Jamshedpur
  • Kochi,  
  • Nagpur
  • Surat
  • Vadodara

 

 

DIRECTORS

 

As On 30.09.2010

 

Name :

Mr. S. Ramakrishnan

Designation :

Chairman

 

 

Name :

Mr. Anil Nir

Designation :

Joint Managing Director and President

 

 

Name :

Mr. Anil Batra

Designation :

Director

 

 

Name :

Mr. S. K. Jha

Designation :

Managing Director and CEO

 

 

Name :

Mr. Anshuman Ruia

Designation :

Director

 

 

Name :

Mr. Aparup Sengupta

Designation :

Director

 

 

Name :

Prof. Debashis Chatterjee

Designation :

Director

 

 

Name :

Mr. Vikash Saraf

Designation :

Director

 

 

Name :

Mr. Amarnath K. Pai

Designation :

Director

 

 

Name :

Mr. David Manganello

Designation :

Director

 

 

Name :

Ms. Pamela F. Craven

Designation :

Director

 

 

Name :

Mr. Hoshang Noshirwan Sinor

Designation :

Director

 

 

Name :

Mr. Christopher Formant

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Vishal Kohli

Designation :

Company Secretary

 

 

Name :

Mr. Amal Thakore

Designation :

Vice President and Head (Finance)

 

 

Audit Committee:

  • Mr. S. Ramakrishnan - Chairman
  • Mr. Anil Batra
  • Debashis Chatterjee
  • Mr. Aparup Sengupta

 

 

Shareholders’/ Investors’ Grievance Committee:

·         Mr. Anil Bathra – Chairman

·         S. K. Jha

·         Debashis Chatterjee

 

 

Ethics and Compliance Committee:

·         Mr. Anil Batra

·         Debashis Chatterjee – Chairman

 

 

Remuneration Committee:

  • Mr. S Ramakrishnan
  • Mr. Anil Batra – Chairman
  • Mr. Aparup Sengupta
  • Mr. Vikash Saraf

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2011

 

Category

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

2,846,647

20.00

Sub Total

2,846,647

20.00

(2) Foreign

 

 

Bodies Corporate

8,415,988

59.13

Sub Total

8,415,988

59.13

Total shareholding of Promoter and Promoter Group (A)

11,262,635

79.13

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

3,100

0.02

Financial Institutions / Banks

1,100

0.01

Central Government / State Government(s)

21,333

0.15

Insurance Companies

145,098

1.02

Foreign Institutional Investors

84,695

0.60

Sub Total

255,326

1.79

(2) Non-Institutions

 

 

Bodies Corporate

463,578

3.26

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 million

2,038,858

14.32

Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

198,633

1.40

Any Others (Specify)

14,202

0.10

Trusts

14,202

0.10

Sub Total

2,715,271

19.08

Total Public shareholding (B)

2,970,597

20.87

Total (A)+(B)

14,233,232

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

Total (A)+(B)+(C)

14,233,232

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing of EPABX, Transmission Equipments, Telephone Instruments, Answering Machines and Cordless Telephones.

 

 

Products :

Product Description

ITC Code

Telecommunication Equipments

85173000

Microwave Communication

85252009

 

 

 

PRODUCTION STATUS (AS ON 30.09.2010)

 

Class of Goods

Unit

Installed Capacity -

on single shift basis

Actual Production

 

EPABX

No. of ports

250000

60944

 

Note: The installed capacity is as per certificate given by Management, on which the auditors have relied being a technical matter.

 

 

GENERAL INFORMATION

 

No. of Employees :

542 (approximately)

 

 

Bankers :

  • Bank of India
  • IDBI Bank Limited
  • Caylon Bank

 

 

Facilities :

--

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Lovelock and Lewes

Chartered Accountants

 

 

Where Control Exists :

  • Essar Services Holdings Limited – Holding Company (w.e.f. 01.09.2010)
  • Essar Capital Finance Private Limited - (w.e.f. 01.09.2010)
  • Essar Global Limited - Ultimate Holding Company (w.e.f. 01.09.2010)
  • Avaya Inc., USA - Ultimate Holding Company (upto 31.08.2010)

 

Through its 100% subsidiaries -

1) Sierra Communication International LLC (formerly Avaya International, LLC, USA) (upto 31.08.2010)

2) Avaya Mauritius Limited (upto 31.08.2010)

 

 

Subsidiaries :

  • Global Connect Australia Pty Limited

 

 

Fellow Subsidiaries :

  • Avaya India Private Limited (upto 31.08.2010)
  • Avaya Singapore Pte Limited (upto 31.08.2010)
  • Avaya International Sales Limited., Ireland (upto 31.08.2010)
  • Essar Steel Limited (w.e.f. 01.09.2010)
  • Essar Oil Limited (w.e.f. 01.09.2010)
  • Aegis Limited (w.e.f. 01.09.2010)

 

 

CAPITAL STRUCTURE

 

AS ON 30.09.2010

 

Authorised Capital

No. of Shares

Type

Value

Amount

25000000

Equity Shares

Rs. 10/- each

Rs. 250.000 millions

1000000

Cumulative Redeemable Preference Shares

Rs. 100/- each

Rs. 100.000 millions

 

TOTAL

 

Rs.350.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

14233232

Equity Shares

[84,15,988 and 28,46,647 shares held by Essar Services Holdings Limited and Essar Capital Finance Private Limited respectively

(previous year 36,30,035 and 47,85,953 shares held by Sierra Communication International LLC (formerly Avaya International LLC) and Avaya Mauritius Limited respectively, subsidiaries of the ultimate holding company, Avaya Inc. USA)]

Rs. 10/- each

Rs. 142.332 millions

 

Note:

1) Of the above, 4,26,692 equity shares have been allotted on amalgamation of the erstwhile Tata Keltron Limited without payment being received in cash.

2) During the year, pursuant to the share purchase agreement between the Sellers (Avaya Mauritius Limited and Sierra Communication International LLC) and Essar Services Holdings Limited and Essar Capital Finance Private Limited, Essar Services Holdings Limited acquired 59.13% shareholding in the Company from the Sellers. Further, Essar Capital Finance Private Limited acquired 20% shareholding in the Company vide the open offer made to the public shareholders of the Company under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The ultimate holding Company is Essar Global Limited.

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

                            

SOURCES OF FUNDS

 

30.09.2010

30.09.2009

30.09.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

142.332

142.332

142.300

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

2473.740

2198.907

2103.500

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

2616.072

2341.239

2245.800

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

1.900

TOTAL BORROWING

0.000

0.000

1.900

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

2616.072

2341.239

2247.700

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

178.833

184.703

228.400

Capital work-in-progress

33.614

2.815

13.800

 

 

 

 

INVESTMENT

145.000

150.000

150.900

DEFERREX TAX ASSETS

122.069

122.103

143.100

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

455.908
488.185
666.100

 

Sundry Debtors

1288.522
1263.775
1379.700

 

Cash & Bank Balances

1432.659
1116.929
871.800

 

Other Current Assets

0.000
0.000
0.000

 

Loans & Advances

575.698
695.411
589.500

Total Current Assets

3752.787
3564.300
3507.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

871.428

949.508

907.300

 

Other Current Liabilities

617.367
615.994
759.100

 

Provisions

127.436
117.180
129.200

Total Current Liabilities

1616.231
1682.682
1795.600

Net Current Assets

2136.556
1881.618
1711.500

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

2616.072

2341.239

2247.700

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

30.09.2010

30.09.2009

30.09.2008

 

SALES

 

 

 

 

 

Sales and Services

4945.971

5114.499

5669.500

 

 

Other Income

28.685

41.975

33.800

 

 

TOTAL                                     (A)

4974.656

5156.474

5703.300

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Raw materials and components consumed

199.022

253.922

414.200

 

 

Purchase of traded items

2575.744

2655.492

2923.300

 

 

Manufacturing and other expenses

1631.734

1736.277

1841.200

 

 

Excise duty

6.407

6.827

11.200

 

 

Decrease/(Increase) in stock of finished goods and work-in-progress

30.383

177.263

169.000

 

 

Exception item

(9.701)

53.405

0.000

 

 

TOTAL                                     (B)

4433.589

4883.186

5358.900

 

 

 

 

 

Less

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

541.067

273.288

344.400

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

(60.261)

(42.031)

(40.000)

 

 

 

 

 

 

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

601.328

315.319

384.400

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

74.380

84.848

101.600

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

526.948

230.471

282.800

 

 

 

 

 

Less

TAX                                                                  (I)

177.427

76.799

110.700

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

349.521

153.672

172.100

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

568.979

553.589

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

35.000

80.000

NA

 

 

Proposed Dividend

64.050

49.816

 

 

 

Corporate Dividend Tax

10.638

8.466

 

 

BALANCE CARRIED TO THE B/S

808.812

568.979

 

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Service/ Maintenance Income

0.000

42.845

56.600

 

 

Reimbursement of Expenses

15.045

30.488

57.900

 

 

Sales proceeds other than export

1379.836

1399.084

1435.600

 

TOTAL EARNINGS

1394.881

1472.417

1550.100

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials and components

160.778

183.042

300.900

 

 

Traded Goods

2162.819

2216.585

2391.900

 

 

Capital Goods

47.118

2.846

36.500

 

TOTAL IMPORTS

2370.715

2402.473

2729.300

 

 

 

 

 

 

Earnings Per Share (Rs.)

24.56

10.80

12.09

 

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

 

 

31.12.2010

Type

 

 

 

1st Quarter

Net Sales

 

 

 

1250.780

Total Expenditure

 

 

 

1142.710

PBIDT (Excl OI)

 

 

 

108.070

Other Income

 

 

 

13.510

Operating Profit

 

 

 

121.580

Interest

 

 

 

3.780

PBDT

 

 

 

117.800

Depreciation

 

 

 

18.640

Profit Before Tax

 

 

 

99.160

Tax

 

 

 

32.010

Profit After Tax

 

 

 

67.150

Net Profit

 

 

 

67.150

 

KEY RATIOS

 

PARTICULARS

 

 

30.09.2010

30.09.2009

30.09.2008

PAT / Total Income

(%)

7.03
2.98

3.02

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

10.65
4.51

4.99

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

13.40
6.15

7.57

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.20
0.10

0.13

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.62
0.72

0.80

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

2.32
2.12

1.95

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

The Details of sundry creditors:

Rs. In Millions

Particulars

30.09.2010

30.09.2009

30.09.2008

Sundry Creditors

 

 

 

- Total outstanding dues to micro and small enterprises

0.287

0.262

0.000

- Other dues

871.141

949.246

907.300

Total

871.428

949.508

907.300

 

 

HISTORY

 

Subject was incorporated on 19.08.1986 at Mumbai in Maharashtra having Company Registration No. 40652.

 

The company was incorporated as a private limited company under the Companies Act 1956. Subsequently the company was converted into a Public Limited Liability Company.

 

Subject belongs to Tatas and Avaya, formerly a division of Lucent Technologies, which had its roots in AT and T. Currently, the Tatas and Avaya holds 25.5% each.


Subject floated a new company, Trans India Network System (TINS), in technical and financial collaboration with Lucent Technologies Inc., USA, for the manufacture of SLC 120 network access systems and MAR systems. Meanwhile Tata Keltron (TKL), a sick company, was merged with subject with effect from April, 1995. Consequent to the merger of TKL with the company, paid up capital increased from Rs. 101.8 millions to Rs. 106.0 millions.


In 1996, subject was accredited with ISO 9001 certifications by the STQC Directorate, Department of Electronics, Government of India, certifying the design, development, production, installation and servicing of range of telecommunications equipment comprising of EPABX, Voice Processing Systems, Transmission Systems and Network Access Systems. Subject had also been awarded a certificate of registration by the British Standards Institute (BSI), UK, in this respect.


During the year 2000, the company launched Paradigm Plus with state-of-the-art features like Virtual Telephony and ISDN; to its popular series of Paradigm range from OKI. Tata Fone division also introduced new products including Digital Answering machines and a range of feature phones.


In March 2001, the Board of the company approved a scheme of demerger of its Tata Fone Division into a separate company. The company, ITel Industries Private Limited, is promoted by Tata Industries Limited and will become its 100% subsidiary.

 

The company has won the Forst and Sullivan Market Engineering Award 2002 for “Market Leadership in Interaction CRM Market in India”.

 

The company has also bagged the Frost and Sullivan Marketing Strategy Award in Enterprise Voice Equipment Market.

 

The name of the company was changed to AVAYA GLOBAL CONNECT LIMITED during October 2004.

 

FINANCIAL PERFORMANCE

The Company, for the year ended 30.09.2010 recorded a gross turnover of Rs. 4961.100 millions, as against Rs. 5144.000 millions for the year ended 30.09.2009. The profit before tax is Rs. 526.900 millions for the year ended 30.09.2010 as against Rs. 230.500 millions for the previous financial year. The profit after tax is Rs. 349.500 millions as against Rs. 153.700 millions for the previous financial year.

 

OPERATIONS

Over the review period, global economy witnessed a measured revival. This resulted in a gradual rise in exports and MNC investments. At the same time domestic consumption, infrastructure building and government’s rurban (rural and semi-urban) focus provided fillip to Indian economy.

 

The contact centre market segment however did not reflect this growth as International BPOs remained cautious and focused on sweating the already invested capital in technology and people. The same held true for the Enterprise Telephony market segment led by IT outsourcers and MNC companies. With the domestic sector contributing a much larger pie towards both these market segments, the average price realization continued to remain under pressure. Overall, the leading analysts reported a near flat/negative growth for this industry during calendar year 2009. However in 2010, both IT and BPO companies have shown net employee addition and volume growth in business backed by sustenance of economic revival. This helped the industry and the Company arrest decline in business.

 

The Company’s continued focus on delivering industry specific solutions, aimed at addressing industry pain points proved to be a critical differentiator during these tough times. The commitment to delivering business value and helping customers deploy communication as a ‘business accelerator’ helped the Company in managing its bottom line and repel competitive pressures. Going forward while the revenue and price realization pressures are likely to ease, the Company will continue to calibrate costs in order to remain profitable and make the investments required to be future-ready. Having consistently delivered value to its customers and stakeholders, the Company also focused on the third most important aspect of its business i.e. employees, completing the ‘Triangle of Equity’. It invested significantly on skill and capacity building for a sustainable future. The Company also unveiled AGC Univ. and AGC Solution Factory – two in-house initiatives that are slated to keep the Company ahead on the technology curve. By delivering value on all three aspects of business i.e. customers, employees and stakeholders, the Company is building an institution that will withstand market vagaries and competitive pressures. Customer loyalty being crucial in these tough times, the Company did put utmost emphasis on customer satisfaction and being the ‘partner-of-choice’ which resulted in continued improvement in Cu-Sat (Customer Satisfaction) scores. As a matter of fact, the Cu-Sat results of H2’10 were the highest in past 21 quarters.

 

The company also held a stellar event to mark the fourth edition of ‘Customer Responsiveness’ awards that were fiercely contested across ten industry categories by crčme-de-la-crčme of India Inc. The award ceremony was chaired by Mr. Ajay Maken, Union Minister of State for Surface Transport, Government of India. The grand success of this event underscored the importance of customer loyalty in today’s day and age and the Company’s commitment towards the same.

 

The major factor which differentiates AGC in the marketplace is its unique DNA characterized by:

  • Cube Strategy : Value creation across three axes – verticals, products and geographies.
  • Triangle of Equity : Delivering real value to customers, employees and stakeholders.
  • Solution integration vs. System integration.
  • Solutions to business to resolve pain points vs. selling platforms.
  • Experiential selling vs. powerpoint selling.
  • Specification selling vs. brand selling, wider solution span for customers
  • Market tiering vs. a unified market view.
  • Profitable growth vs. commoditized growth.
  • Quality and standardization to minimize invisible costs.
  • Relentless focus on competency building.

 

During the period, GlobalConnect Australia Pty Limited (GCA), the wholly owned subsidiary of the Company consolidated its position as solution integrator thanks to mid-market focus and portfolio enhancement into Data and Wireless space. GCA having already factored the market change and rationalized its cost-base is poised to unlock profitable growth in times to come. GCA will continue to look for profitable partnerships and geographic expansion in 2011.

 

 

BUSINESS OUTLOOK

The Indian Communications Industry continues to log high volume growth albeit with increasing margin pressure. The number of mobile subscribers has crossed 680 million. The higher availability of telecommunication lines contributes directly to the growth of enterprise telephony and other communication and collaboration needs.

 

The Company largely operates in the Unified Communication (UC) space - Enterprise Telephony (ET) and Contact Centres (CC). The Enterprise Telephony market is around Rs. 13500.000 Million and the Contact Centre Market is roughly around Rs. 5500.000 Million. The ET Market is slated to bounce back by the beginning of 2011. The CC Market is expected to be driven largely by the domestic market consumption and the projected CAGR for the market is about 14% until 2015. The Company is slated to add new market segments – Information Security (IS) including IS Software and Appliances and Data Networking (DN) in 2011. The DN opportunity is twice the size of the UC space. There will be added focus on existing lines that have been incubated in 2010 and have a high growth outlook like Board Room AV Integration and IP Surveillance.

 

The year 2010 saw the Company unveiling its new identity and announcing its rechristening as Subject. The re-branding exercise enabled improved positioning in the enterprise communication market. The Company is now positioned as Enterprise Communications SI with abilities that offer diversity in technologies and comprehensive solution suite. Besides consolidating its market leadership in Unified Communication, Collaboration and Contact Centres in 2010, the Company is now focusing on Data Networking, Board Room Integration, IP Surveillance, Governance, Risk and Compliance as well as Information Storage and Security. These capabilities along with the parent’s offering in the BPO/CLM domain, presents the Company lots of opportunities available in global and domestic market in Tech, IT and BPO space and become a significant player in the IT-ITeS sector.

 

 

RECOGNITIONS CONFERRED ON THE COMPANY

AGC won the award for ‘Continuous Innovation in HR Strategy at Work’ at Asia’s Best Employer Brand Award Forum in Singapore.

 

The Company was also conferred with the INFOCOM-CMAI national telecom award for “Excellence in Unified Communication Solutions”, presented by Mr. Thiru A. Raja, Honorable Minister for Communications and IT, Government of India.

 

Leading IT publication, Voice and Data (V and D) bestowed AGC with the ‘Top Enterprise Voice Solutions Company’ award for the 7th year in a row. This award was presented by Mr. P. J. Thomas, Secretary, Department of Telecom, Government of India.

 

India’s leading business daily ‘The Economic Times’ listed the Company as the ‘3rd best paymaster among listed companies in India in a survey conducted recently.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Overview

The Company aspires to be a world class solutions integrator in the Enterprise Communication space. The Company’s solutions help organizations accelerate revenue growth, increase market penetration, optimize operating costs and improve employee productivity, by embedding communication in their business processes. The Enterprise Telephony industry has shown a moderate decline in the last fiscal due to cautious spend in 2009 and return of discretionary spending in 2010. Most organizations focused on consolidating their technology infrastructure and sweating the already invested capital. This meant that net employee addition and corresponding volume growth in number of ports/agent-seats remained near flat. This trend is expected to ease and gradually reverse in the current fiscal with most organizations forecasting increased hiring backed by volume growth in business. The Video Conferencing, Board Room AV Integration and IP Surveillance markets have continued to grow even in the last fiscal. The International Contact Centre Industry growth has revved up in past few quarters and is likely to grow moderately in near term. However, the domestic contact centre industry grew at a healthy rate with large volumes at far lower per seat realizations.

 

The Company, as indicated earlier in this report, intends addressing new market segments adjacent to its current business i.e. Information Security, Appliances, Storage and Data Networking. It also intends strengthening its base in Government, PSU and Defense sectors in order to tap this growth segment and induct new GTM models such as Managed Services and Business Transformation Services.

 

 

Industry Structure and Development

The Telecommunications Industry can broadly be divided into the two segments viz.

(1) Service Provider - Basic Services, Mobile Telephony, Contact Centre Services etc.

(2) Solution Providers - Network Equipments, Enterprise Communication, Contact Centre equipment etc.

 

The service provider segment broadly caters to providing connectivity, mobile telephony and bandwidth to enterprises and consumers. Recently this industry has also been entering the solution provider space by providing end to end solutions of connectivity and equipments to enterprises. This sector is growing at break-neck speed with the subscriber base crossing the mark of 680 million. While the user and minutes of usage continue to rise, this sector is facing challenges of falling ARPU (Average Revenue Per User) and RPM (Revenue Per Minute) due to competitive pressures and price wars (e.g. Per-Second Billing Plans). This sector is also likely to play a pivotal role in shaping the Unified Communication market as more and more enterprise users start using mobile phones/smart phones.

 

Enterprise Communication market is estimated to be around Rs. 20000.000 Millions. and is likely to grow in single digit in next two to three years. The Company continues to maintain leadership position at approximately 25% market share as per leading analysts like Frost and Sullivan, IDC, etc.

 

Outlook

The Company continues to be cautiously optimistic about its growth prospects in the new financial year without compromising focus on profitability and investments for sustainable growth.

 

Rs. In Millions

Contingent liabilities in respect of disputed demands of:

30.09.2010

30.09.2009

(a) Income tax authorities

182.731

155.316

(b) Excise and Customs authorities

93.863

159.492

(c) Sales tax matters

8.744

7.898

(d) Bills Discounted

0.714

39.768

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31.12.2010

Rs. In Millions

Sr. No

Particulars

Standalone quarter ended 31.12.2010 (Unaudited)

 

 

 

1

Gross sales/Income from operations

1250.386

2

Excise duty

3.837

3

Net sales/Income from operations (1-2)

1246.549

4

Other Operating Income

4.233

5

Total Income (3+4)

1250.782

6

Expenditure

 

 

a) Decrease/(Increase) in stock in trade

(63.304)

 

b) Consumption of raw materials

18.150

 

c) Purchase of traded goods

741.170

 

d) Excise duty

(0.168)

 

e) Employees cost

207.601

 

f) Depreciation

18.636

 

g) Other expenditure

239.276

 

Total expenditure

1161.361

7

Profit from Operations before Other income, Interest & Exceptional item (5-6)

89.421

8

Other Income (Interest)

13.511

9

Profit before Interest & Exceptional item (7+8)

102.932

10

Interest expense

3.775

11

Profit after Interest but before Exceptional item (9-10)

99.157

12

Exceptional item (Note 3)

-

13

Profit (+)/ Loss (-) from Ordinary Activities before tax (11-12)

99.157

14

Tax expense

32.010

15

Net Profit (+)/ Loss (-) from Ordinary Activities after tax (13-14)

67.147

16

Extraordinary Items (net of tax expenses)

-

17

Net Profit (+)/ Loss (-) for the period (15-16)

67.147

18

Paid-up equity share capital (face value of Rs. 10 each)

1423.32

19

Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year

 

20

Basic and diluted EPS (Rs.) (not annualised)

4.72

21

Public shareholding :

 

Number of shares

2970597

Percentage of shareholding

20.87

22

Promoters and promoter group shareholding :

 

a) Pledged/Encumbered

 

Number of shares

2840622

Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)

25.22

Percentage of shareholding (as a % of the total share capital of the company)

19.96

b) Non-encumbered

 

Number of shares

8422013

Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)

74.78

Percentage of shareholding (as a % of the total share capital of the company)

59.17

 

Notes:                                                                                                 

1)       The results for the quarter ended 31.12.2010 have been reviewed by the audit committee and approved by the Board of Directors at its meeting held on 27.01.2011. These have been subjected to limited review by statutory auditors of the Company.                                                                                            

2)       Segment Reporting                                                                               

            The Company operates in one primary business segment that is Business Communication Solutions.         

3)       Exceptional item for the year ended 30.09.2010 pertains to profit of Rs. 9.701 millions on sale of land.

4)       During the current quarter, the Company has changed its revenue recognition policy consistent with practice followed in the Industry. Had the Company continued with the earlier policy, the Gross Sales/ Income from operations would have been lower by Rs. 128.005 millions and Profit after Tax would have been lower Rs. 48.322 millions ( Standalone and Consolidated)

5)       There was no investor complaint pending at the beginning and at the end of the quarter. Two (2) complaints were received and disposed of during the quarter.      

                                                             

FIXED ASSETS

 

·         Leasehold Land

·         Freehold Land

·         Buildings

·         Plant and Machinery

·         Electrical Installation

·         Computers

·         Furniture and Fixtures and Office Equipments

·         Technical Know-how

·         Computer software  

                                                           

 

PRESS RELEASE:

 

AGC NETWORKS WINS AWARD FOR CONTINUOUS INNOVATION IN HR @WORK

 

AGC Networks Limited, one of India’s leading Intelligent Communication solutions provider, has added another feather to its cap. The company has been conferred the award for “Continuous Innovation In HR Strategy At Work”, at Asia’s Best Employer Brand Awards Forum 2010 held at Singapore on 23.07.2010.

 

These awards are hosted by the Employer Branding Institute, along with Stars of the Industry Group and World HRD Congress. The Employer Branding Institute is a virtual organization which provides a platform for senior leaders in HR to connect with each other, to share and celebrate the best practices of organizations in ‘Talent Management, Talent Development and Talent Innovation.’ The Awards, which originated in the last decade, have been very active in Europe, parts of America and some parts of Asia inc. Singapore, Malaysia and India.

 

Mr. B.N Jha, Director – HR AGC Networks, who spearheaded AGC’s efforts, received the award. Speaking on the occasion, Jha stated “AGC Networks is honored to receive this award for its ingenious HR practices and the continued commitment towards improvement. Our practices have aspired to get the best talent in the industry and give them what they truly deserve; an effort that was duly recognized and rewarded at this forum”.

 

This year’s award edition saw 24 countries represented with a total of about 5000 nominations received by the Employer Branding Institute. The many companies which finally won the award in 9 different categories were felicitated for their sustained approach towards HR in benchmarking talent management, deploying human resources best practices and continuous innovation in their respective organizations.

 

The award process which starts with a call for entries from interested organizations across Asia (for the Asia edition) is a rigorous process of screening the various practices of an organization, rounds of eliminations basis various criteria by the Academic/Professional Council. The final winners are decided by a jury which comprises the who’s who of HR across the world.

 

About AGC Networks

AGC Networks Limited is India’s leading enterprise communication solution integrator delivering customized business solutions that help organizations accelerate revenue growth, increase market penetration, optimize operating costs and improve employee productivity, by embedding communication in their business processes. With a vision of being a world class solution integrator of choice, AGC Networks Limited has always remained committed to providing clients with the best returns on their technology investments. It partners with global leaders like Avaya, NICE Systems, NEC, Polycom, Plantronics, Extreme Networks, HP and Sony.

 

 


CMT REPORT (Corruption, Money Laundering and 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 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.44.57

UK Pound

1

Rs.73.58

Euro

1

Rs.66.23

 

 


 

SCORE and RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

66

 

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.