MIRA INFORM REPORT

 

 

Report Date :

06.08.2012

 

IDENTIFICATION DETAILS

 

Name :

ZAPAK DIGITAL ENTERTAINMENT LIMITED [w.e.f. 31.08.2006]

 

 

Formerly Known As :

RELIANCE COM LIMITED

 

 

Registered Office :

H-Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai-400710, Maharashtra 

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

14.12.2005

 

 

Com. Reg. No.:

11-158036

 

 

Capital Investment / Paid-up Capital :

Rs.0.500 Million

 

 

CIN No.:

[Company Identification No.]

U99999MH2005PLC158036

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMR19591F

 

 

PAN No.:

[Permanent Account No.]

AACDR1992A

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Marketing and Distribution of Gaming Products.

 

 

No. of Employees :

The information denied by the management.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca (12)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

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

 

Status :

Poor

 

 

Payment Behaviour :

Delayed

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of Reliance Big Entertainment Private Limited. It is a company having poor track. Financial position of the company is under severe pressure. Even though the company has recorded an increase in its sales, it has incurred heavy loss during 2011. There appears huge accumulated losses recorded by the company which tends to be increasing over years.

 

Business is active. Payments are reported to be delayed.

 

Initially, the company can be considered for business dealings only on a safe and secured 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.

 

 

RBI DEFAILTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAILTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

 

INFORMATION DECLINED

 

Management non co-operative.

 

LOCATIONS

 

Registered Office :

H-Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai-400710, Maharashtra, India

Tel. No.:

91-22-30386290

Fax No.:

91-22-30376633

E-Mail :

priti.padte@relianceada.com

Website :

http://www.zapak.com

 

 

Corporate Office:

Level 4, Infinity Mall, New Link Road, Andheri (W), Mumbai-400053, Maharashtra, India

Tel No.:

91-22-39816600

Fax No.:

91-22-39816601

 

 

DIRECTORS

 

As on 30.09.2011

 

Name :

Mr. Venkatarao Subbarao Ponnada

Designation :

Director

Address :

Apartment No. 104, Building No. 47, Seawoods Estate, Phase II, Sector 54, Nerul, Navi Mumbai-400706, Maharashtra, India

Date of Birth/Age :

25.01.1955

Date of Appointment :

25.03.2011

Din No.:

01503467

 

 

Name :

Mr. Swapan Sukhamoy Das

Designation :

Director

Address :

D-122, Kalpataru Towers, Off Akruli Road, Kandivali (East), Mumbai-400101, Maharashtra, India

Date of Birth/Age :

28.09.1969

Date of Appointment :

25.03.2011

Din No.:

01361372

 

 

Name :

Mr. Shibasish Tejendranath Sarkar

Designation :

Director

Address :

1403, Snowflama, Dosti Flamingos, Chinamill Compound, Tokersi Jivraj Road, Parel, Mumbai-400015, Maharashtra, India

Date of Birth/Age :

05.04.1972

Date of Appointment :

25.03.2011

Din No.:

03450533

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2011

 

Names of Shareholders

 

No. of Shares

Gaurang Shah jointly with Reliance Big Entertainment Private Limited, India

 

1

Abhijit Banerjee jointly with Reliance Big Entertainment Private Limited, India

 

1

Ashish Karyekar jointly with Reliance Big Entertainment Private Limited, India

 

1

Paresh Rathod jointly with Reliance Big Entertainment Private Limited, India

 

1

Reliance Big Entertainment Private Limited, India

 

49994

AAA Finance Management Private Limited, jointly with Reliance Big Entertainment Private Limited, India

 

1

AAA Project Finance Management Private Limited jointly with Reliance Big Entertainment Private Limited, India

 

1

 

 

 

Total

 

50000

 

As on 30.09.2011

 

Equity Share Breakup

 

Percentage of Holding

Category

 

 

Bodies corporate

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Marketing and Distribution of Gaming Products.

 

 

GENERAL INFORMATION

 

No. of Employees :

The information denied by the management.

 

 

Bankers :

  • Yes Bank Limited, 9th Floor, Nehru Centre, Discovery of India, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India
  • ICICI Bank Limited

 

 

Facilities :

Unsecured Loan

As on 31.03.2011

[Rs. in Millions]

As on 31.03.2010

[Rs. in Millions]

From Holding Company

1634.858

Deposits From Franchisees

2081.186

124.900

Buyers Credit From Bank

 

10.640

Cash Credit From Bank

 

2.312

Total

2081.186

1772.710

 

 

 

Banking Relations :

--

 

 

Financial Institution :

Reliance Capital Limited, H-Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai-400710, Maharashtra, India

 

 

Auditors :

 

Name :

Pathak H.D. and Associates

Chartered Accountant

Address :

709, Tulsiani Chambers, 212, Nariman Point, Mumbai-400021, Maharashtra, India

Tel. No.:

91-22-30228508

Fax No.:

91-22-30228509

Pan No.:

AAAFP1031C

 

 

Holding Company :

Reliance Big Entertainment Private Limited [U72900MH2006PTC160603]

 

 

Ultimate Holding Company : [As on 31.03.2010]

AAA Entertainment Private Limited

 

 

Fellow  Subsidiary : [As on 31.03.2010]

Big Flicks Private Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

50000

Equity Shares

Rs.10/- each

Rs.0.500 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

50000

Equity Shares

Rs.10/- each

Rs.0.500 Million

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

0.500

0.500

0.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

0.000

4] (Accumulated Losses)

(1858.627)

(1355.205)

(1104.403)

NETWORTH

(1858.127)

(1354.705)

(1103.903)

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

2081.186

1772.710

1422.789

TOTAL BORROWING

2081.186

1772.710

1422.789

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

223.059

418.005

318.886

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

161.615

235.676

171.675

Capital work-in-progress

5.369

19.417

6.831

 

 

 

 

INVESTMENT

0.020

0.020

0.020

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

35.075
31.588

11.334

 

Sundry Debtors

146.336
196.733

132.177

 

Cash & Bank Balances

7.175
14.469

24.015

 

Other Current Assets

0.129
0.000

0.000

 

Loans & Advances

83.682
84.629

76.893

Total Current Assets

272.397

327.419

244.419

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

121.643

67.871

 

Other Current Liabilities

206.736
30.113

27.771

 

Provisions

9.606
12.771

8.417

Total Current Liabilities

216.342
164.527

104.059

Net Current Assets

56.055
162.892

140.360

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

223.059

418.005

318.886

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

348.003

402.319

261.203

 

 

Other Income

8.024

1.758

5.080

 

 

TOTAL                                     (A)

356.027

404.077

266.283

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Operating cost

277.917

229.198

160.075

 

 

Employee cost

198.202

184.419

204.380

 

 

General and administrative cost

130.054

119.918

140.305

 

 

Marketing and distribution cost

97.935

95.151

147.643

 

 

Fixed assets written off

24.524

1.050

0.870

 

 

Franchisee restructuring cost

10.496

0.000

0.000

 

 

Prior period adjustments

1.762

1.136

0.000

 

 

TOTAL                                     (B)

740.890

630.872

653.273

 

 

 

 

 

Less

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

(384.863)

(226.795)

(386.990)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

23.635

8.120

2.563

 

 

 

 

 

 

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

(408.498)

(234.915)

(389.553)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

94.923

106.649

60.249

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)                (G)

(503.421)

(341.564)

(449.802)

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.743

4.350

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX (G-H)                  (I)

(503.421)

(342.307)

(454.152)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(1355.206)

(1104.404)

(650.252)

 

 

 

 

 

Add/ Less

Portal Development Expenses Capitalized

0.000

91.505

0.000

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

(1858.627)

(1355.206)

(1104.404)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Advertisement Services

NA

4.081

1.884

 

TOTAL EARNINGS

NA

4.081

1.884

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

(Game Operating and Marketing Rights)

NA

12.198

17.531

 

TOTAL IMPORTS

NA

12.198

17.531

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

(10068.00)

(6846.00)

(9083.00)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

(141.40)

(84.71)

(170.55)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(144.65)

(84.90)

(168.92)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(115.99)

(60.65)

(108.10)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.27
0.25

40.75

 

 

 
 

 

Debt Equity Ratio

(Total Liability/Networth)

 

(1.23)
(1.43)

(1.38)

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

1.26
1.99

2.35

 

 

LOCAL AGENCY FURTHER INFORMATION

 

DETAILS OF SUNDRY CREDITORS:

 

Particulars

 

31.03.2011

(Rs. in millions)

31.03.2010

(Rs. in millions)

31.03.2009

(Rs. in millions)

SUNDRY CREDITORS

 

 

 

Micro, Small and Medium Enterprises

NA

0.204

0.548

Others

NA

121.439

67.323

Total

NA

121.643

67.871

 

 

Check List by Info Agents

Available in Report (Yes / No)

1) Year of Establishment

Yes

2) Locality of the firm

Yes

3) Constitutions of the firm

Yes

4) Premises details

No

5) Type of Business

Yes

6) Line of Business

Yes

7) Promoter’s background

Yes

8) No. of employees

No

9) Name of person contacted

No

10) Designation of contact person

No

11) Turnover of firm for last three years

Yes

12) Profitability for last three years

Yes

13) Reasons for variation <> 20%

--

14) Estimation for coming financial year

No

15) Capital in the business

Yes

16) Details of sister concerns

Yes

17) Major suppliers

No

18) Major customers

No 

19) Payments terms

No

20) Export / Import details (if applicable)

No

21) Market information

--

22) Litigations that the firm / promoter involved in

--

23) Banking Details

Yes

24) Banking facility details

Yes

25) Conduct of the banking account

--

26) Buyer visit details

--

27) Financials, if provided

Yes

28) Incorporation details, if applicable

Yes

29) Last accounts filed at ROC

Yes

30) Major Shareholders, if available

Yes

31) PAN of Proprietor/Partner/Director, if available

No

32) Passport No of Proprietor/Partner/Director, if available

No

33) Voter ID No of Proprietor/Partner/Director, if available

No

 

NOTE:

 

The registered office of the company has been shifted from 3rd Floor, Reliance Energy Centre, Santacruz (East), Mumbai-400055, Maharashtra, India to the present address w.e.f. 27.08.2008

 

OPERATION:

 

The company continued to strengthen its position in the business during the financial year 2010-11. Company's Portal continued to be Number One gaming portal in India and aims to retain the current position in future. The portal hosted over 1025 games under various categories. The portal has 5.5 million unique visitors per month and 120 million page views per month. This makes Zapak.com to stand in top 10 portals in India and among top 10 flash games portal in the World.

 

The company forayed into social gaming partnership with 6 Waves, Heyzap, Playdom and other big players. Subject aims at becoming the number 1 social gaming site in India. Subject achieved a membership of 7.3 million users as on March 31, 201 1.

 

The total Gameplex strength at the end of the March 2011 was 96 and the number of seats in all Gameplexs was 1715. Gameplexes offer 185 Live Games and had a registered membership of over 200,000 as on March 31, 2011.

 

The company's Massively Multiplayer Online Game (MMOG) registered user base reached 278,749 with an addition of 167,042 registered users during the year ended March 2011. The Browser Based MMOG games Runescape achieved registered user base of 49,532 with an addition of 2,550 total registered users during the year ended March 31, 2011. MMOG also has users for games like Ben 10, Toon Football, Crazy Kart, Chobots, Wanted and Power Soccer.

 

The company strengthened its Retail presence with its Licensing and Merchandising business which has 4000 retail outlets and 518 SKUs and tie-up with world-renowned toy b given the Company presence to 140 cities in India through a strong distribution network. 

 

BANKERS CHARGES REPORT AS PER REGISTRY

 

This form is for

Creation of charge

Corporate identity number of the company

U99999MH2005PLC158036

Name of the company

ZAPAK DIGITAL ENTERTAINMENT LIMITED

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

H-Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai-400710, Maharashtra, India

Type of charge

Book Debts

Movable Property [not being pledge]

Particular of charge holder

Reliance Capital Limited, H-Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai-400710, Maharashtra, India

Email

yogesh.deshpande@relianceada.com

Nature of description of the instrument creating or modifying the charge

Facility- cum -hypothecation agreement executed on 29th  May,2012

Date of instrument Creating the charge

29.05.2012

Amount secured by the charge

Rs.20.000 Millions

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

Rate of Interest

16% p.a. payable at monthly interval(floating)

 

Terms of Repayment

Bullet repayment at the end of tenor. Tenor is Twelve months from the date of sanction or as applicable.

 

Margin

10%

 

Extent and Operation of the charge

Reliance Capital Limited (RCL) by way of first charge on the Book-debts of the Borrower and all other movable assets including but not limited to inventory and receivables of the Borrower described in general terms in the Schedule hereto / Sanction letter and all other tangible movable properties of the Borrower such as raw materials, stocks, spares, semi-finished and finished goods, goods -in process etc as point no. 8 of the Hypothecation agreement dated 29th May, 2012.

Short particulars of the property charged

RCL by way of first charge on the Book-debts of the Borrower and all other movable assets including but not limited to inventory and receivables of the Borrower as in point no.8 of agreement

 

 

 

 

CONTINGENT LIABILITIES:

                                                                                                                                              [Rs. in Millions]

Particulars

31.03.2010

31.03.2009

Estimated amount of Contracts to be executed on capital account and not provided for net of above

41.191

19.172

Counter indemnity given to bank against guarantees issued by bank on behalf of the company / letter of credit

13.970

0.519

Total

55.161

19.691

 

FIXED ASSETS:

 

  • Plant and Machinery
  • Computer
  • Furniture and Fixtures
  • Office Equipments
  • Leasehold Improvements
  • Casual Game Licenses
  • 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.56.08

UK Pound

1

Rs.87.03

Euro

1

Rs.68.36

 

 

INFORMATION DETAILS

 

Information Gathered by :

PJA

 

 

Report Prepared by :

TPT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

2

PAID-UP CAPITAL

1~10

1

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

1

--LEVERAGE

1~10

1

--RESERVES

1~10

-

--CREDIT LINES

1~10

1

--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

 

12

 

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.