MIRA
INFORM REPORT
|
Report Date : |
17.09.2012 |
IDENTIFICATION DETAILS
|
Name : |
AGC NETWORKS LIMITED |
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Registered
Office : |
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Country : |
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Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
19.08.1986 |
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Com. Reg. No.: |
11-040652 |
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Capital
Investment / Paid-up Capital : |
Rs.142.000 Millions |
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CIN No.: [Company Identification
No.] |
L32200MH1986PLC040652 |
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Legal Form : |
A Public Limited Liability company. The company’s Share are Listed on
the Stock Exchange. |
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Line of Business
: |
Providing Business Communication Solutions |
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No. of Employees
: |
1124 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (50) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 10000000 |
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Status : |
Satisfactory |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having satisfactory record. Trade
relations are reported to be fair. Business is active. Payments are reported
to be regular and as per commitment. The company can be considered for normal business dealing at usual
trade terms and condition. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
INDIAN ECONOMIC OVERVIEW
|
Source
: CIA |
EXTERNAL AGENCY RATING
|
Agency Name |
Rating |
|
CARE |
A1 (Jan 2012) |
|
ICRA |
A1 |
Rating Explanations
|
AAA (Highest Safety) |
Instruments with this
rating are considered to have the highest degree of safety regarding timely servicing
of financial obligations. Such instruments carry lowest credit risk. |
|
AA (High Safety) |
Instruments with this
rating are considered to have high degree of safety regarding timely servicing
of financial obligations. Such instruments carry very low credit risk. |
|
A (Adequate Safety) |
Instruments with this
rating are considered to have adequate degree of safety regarding timely
servicing of financial obligations. Such instruments carry low credit risk. |
|
BBB (Moderate Safety) |
Instruments with this
rating are considered to have moderate degree of safety regarding timely
servicing of financial obligations. Such instruments carry moderate credit
risk. |
|
BB (Moderate Risk) |
Instruments with this
rating are considered to have moderate risk of default regarding timely
servicing of financial obligations. |
|
B (High Risk) |
Instruments with this
rating are considered to have high risk of default regarding timely servicing
of financial obligations. |
|
C (Very High Risk) |
Instruments with this
rating are considered to have very high risk of default regarding timely
servicing of financial obligations. |
|
D (Default) |
Instruments with this rating
are in default or are expected to be in default soon. |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ 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 (91-40-66651212)
LOCATIONS
|
Registered Office / Corporate Office: |
|
|
Tel. No.: |
91-22-66617272 |
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Fax No.: |
91-22-24930644 |
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E-Mail : |
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Website : |
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Factory : |
E-1/I, Gandhinagar Electronics Estate, Gandhinagar -
382 044, |
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Tel. No.: |
91-79-66712200 |
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|
Regional Offices: |
Located At ·
· Chennai · Gurgaon · Kolkata · Mumbai · Pune |
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Branches and
Service Centers : |
Located At · Bilaspur ·
· Guwahati ·
·
·
·
·
Vadodara |
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|
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|
International
Offices : |
Located At ·
·
·
·
·
·
·
·
|
DIRECTORS
As on 31.03.2012
|
Name : |
Mr. Sujay R. She |
|
Designation : |
Chairman |
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|
|
|
Name : |
Mr. S. K. Jha |
|
Designation : |
Managing Director and Chief executive officer |
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|
Name : |
Mr. Aparup Sengupta |
|
Designation : |
Director |
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|
Name : |
Mr. Shuva Mandal |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. Vishal Kohli |
|
Designation : |
Company Secretary |
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|
|
|
Audit Committee : |
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|
Name : |
Mr. Sujay R. Sheth |
|
Designation : |
Chairman |
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|
Name : |
Mr. Shuva Mandal |
|
Designation : |
Director |
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|
Name : |
Mr. Aparup Sengupta |
|
Designation : |
Director |
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Shareholders’/Investors’
Grievance Committee |
|
|
Name : |
Mr. Sujay R. Sheth |
|
Designation : |
Chairman |
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|
|
|
Name : |
Mr. S. K. Jha |
|
Designation : |
Director |
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Ethics and
Compliance Committee : |
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|
Name : |
Mr. Shuva Mandal |
|
Designation : |
Chairman |
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|
|
Name : |
Mr. Sujay R. Sheth |
|
Designation : |
Director |
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|
|
|
Remuneration
Committee |
|
|
Name : |
Mr. Sujay R. Sheth |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Shuva Mandal |
|
Designation : |
Director |
|
|
|
|
Executive Committee |
|
|
Name : |
Mr. Aparup Sengupta |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. S. K. Jha |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Sujay R. Sheth |
|
Designation : |
Director |
|
|
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|
Name : |
Mr. Animesh Srivastava |
|
Designation : |
Vice President and Head – Sales |
|
Experience : |
22+ years of experience in sales. |
|
|
|
|
Name : |
Mr. Atul Khatavkar |
|
Designation : |
Vice President – IT Governance Risk Compliance |
|
Experience : |
20 + years of experience in the Information Technology field. |
|
|
|
|
Name : |
Mr. Bhavin Barbhaya |
|
Designation : |
Vice President - Sales (IP Surveillance and Emerging Business) |
|
Experience : |
19+ years of experience in IT, Telecom, Electronic Security, Command and Control, Public Safety Equipments and consulting. |
|
|
|
|
Name : |
Mrs. Mahua Mukherjee |
|
Designation : |
Vice President and Head – HR |
|
Experience : |
19+ years of experience in Talent Acquisition, Talent Management and OD, HR Operations, Policies and Practices and Capability and Talent Development. |
|
|
|
|
Name : |
Mr. Raguram Gopalan |
|
Designation : |
SVP - Business Transformation Services |
|
Experience : |
18+ years of experience in |
|
|
|
|
Name : |
Mr. Sayed Naved Shafi |
|
Designation : |
Vice President - SME and CHANNEL BUSINESS |
|
Experience : |
18 years of cross functional experience in Strategic Planning, Product Marketing and Channel Management. |
|
|
|
|
Name : |
Mr. Shivam Arora |
|
Designation : |
Vice President – Practice Head, Information Security and Storage |
|
Experience : |
14+ years of experience in Information security
governance, Policies and procedures, Risk management, Business continuity, |
|
|
|
|
Name : |
Mr. Subir Bhatnagar |
|
Designation : |
Vice President and Global Head – Solutions |
|
Experience : |
21+ years of experience in Technical sales, Marketing, Product management and Technology design and consulting. |
|
|
|
|
Name : |
Mr. Vinod Nair |
|
Designation : |
Vice President – Sales (AV Solutions) |
|
Experience : |
17+ years of experience in Sales, Product Marketing and Promotion and Strategy. |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 30.06.2012
|
Category of Shareholders |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
10,674,924 |
75.00 |
|
|
10,674,924 |
75.00 |
|
|
|
|
|
Total shareholding of Promoter and Promoter Group (A) |
10,674,924 |
75.00 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
3,100 |
0.02 |
|
|
900 |
0.01 |
|
|
21,333 |
0.15 |
|
|
145,098 |
1.02 |
|
|
725,873 |
5.10 |
|
|
896,304 |
6.30 |
|
|
|
|
|
|
457,544 |
3.21 |
|
|
|
|
|
|
1,894,362 |
13.31 |
|
|
295,596 |
2.08 |
|
|
14,502 |
0.10 |
|
|
14,202 |
0.10 |
|
|
300 |
- |
|
|
2,662,004 |
18.70 |
|
Total Public shareholding (B) |
3,558,308 |
25.00 |
|
Total (A)+(B) |
14,233,232 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
- |
- |
|
|
- |
- |
|
|
- |
- |
|
|
- |
- |
|
Total (A)+(B)+(C) |
14,233,232 |
- |
Shareholding belonging to the category
"Promoter and Promoter Group"
|
|
|
Details of
Shares held |
Encumbered
shares (*) |
|||
|
Sl. |
Name of the
Shareholder |
No. of Shares
held |
As a % of |
No |
As a percentage |
As a % of |
|
1 |
Aegis Limited |
10,674,924 |
75.00 |
10,225,988 |
95.79 |
71.85 |
|
|
Total |
10,674,924 |
75.00 |
10,225,988 |
95.79 |
71.85 |
Shareholding belonging to the category
"Public" and holding more than 1% of the Total No. of Shares
|
Sr. No. |
Name of the
Shareholder |
No. of Shares
held |
Shares as % of
Total No. of Shares |
|
|
|
|
|
|
1 |
India Opportunities Growth Fund Limited - Pinewood Strategy |
630,283 |
4.43 |
|
|
Total |
630,283 |
4.43 |
BUSINESS DETAILS
|
Line of Business : |
Providing Business Communication Solutions |
GENERAL INFORMATION
|
No. of Employees : |
1124 (Approximately) |
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Bankers : |
·
Bank of · Credit Agricole - CIB ·
IDBI Bank Limited |
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Facilities : |
(Rs.
In Millions)
|
|||||||||||||||
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Banking
Relations : |
-- |
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Auditors : |
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|
Name : |
S. R. Batliboi and Associates Chartered Accountants |
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|
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Holding Company: |
· Aegis Limited (w.e.f. 03 June 2011) · Aegis Limited - Subsidiary of holding company (w.e.f. 20 Jan 2011 till 02 June 2011) · AGC Holdings Limited [(formerly known as Essar Services Holdings Limited) upto 02 June 2011] · Essar Capital Finance Limited (up to 19 Jan 2011) ·
Essar Telecom Limited (Subsidiary of Essar
Global Limited) |
|
|
|
|
Ultimate Holding
Company : |
Essar Global Limited |
|
|
|
|
Subsidiaries : |
· AGC Networks Australia Pty. Limited ·
AGC Networks Pte Limited (formerly known as
Aegis Tech. Singapore Pte. Limited) (w.e.f. 01 May 2011, fellow subsidiary
upto 30 Apr 2011) |
|
|
|
|
Fellow Subsidiaries
: |
· Aegis Tech Limited · Actionline DE Argentina SA · Aegis Communications Group Inc · Aegis Services Australia Pty Limited · Aegis Services Philippines Inc · Aegis Aspire Consultancy Services Limited · Global Vantage Private Limited · Aegis BPO Holdings SA · Aegis BPO Services Limited ·
Aegis BPO · Aegis Global Services FZ-LLC · Aegis Outsourcing UK Limited · Aegis People Support Inc · Aegis USA Inc · Equinox Business Parks Private Limited ·
Essar Services · Essar House Limited · Essar Information Technology Limited · Essar Infrastructure Services Limited · Essar Investment Limited · Essar Oil Limited · Essar Power MP Limited · Essar Projects India Limited · Essar Projects Singapore Pte Limited · Essar Services India Limited · Essar Power Gujarat Limited · Essar Power Jharkhand Limited · Essar Steel Limited · Essar Telecom Kenya Limited · Essar Management Consultants Limited · The Mobile Stores Limited |
CAPITAL STRUCTURE
As on 31.03.2012
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 |
Rs.10/- each |
Rs.142.000
Millions |
|
|
|
|
|
Note:
Of the above, 426,692 equity shares have been allotted on amalgamation of the erstwhile Tata Keltron Limited without payment being received in cash.
(a) Reconciliation of
the shares outstanding at the beginning and at the end of the reporting period
|
Equity shares |
No. of shares |
Rs. Millions |
|
At the beginning of the period |
14,233,232 |
142.000 |
|
Issued during the period |
-- |
-- |
|
Outstanding at the end of the period |
14,233,232 |
142.000 |
(b) Terms / rights
attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 15.00 (31 March 2011: Rs. 2.25).
(c) Shares held by
holding Company
Out of equity shares issued by the Company, shares held by its holding Company are as below:
|
Name of shareholder |
31 March 2012 Rs. in Millions |
|
Aegis Limited, (Holding Company w.e.f. 3 June 2011) held 10,674,924 (31 March 2011: 28,46,647) equity shares of Rs. 10 each fully paid |
107.000 |
|
AGC Holdings Limited (formerly known as Essar Services Holdings Limited), (the holding Company upto 2 June 2011) Nil Equity shares (31 March 2011: 84,15,988)equity shares of Rs. 10 each fully paid |
-- |
(d) Details of
shareholders holding more than 5% shares in the Company
|
Name of the
shareholder |
No. of shares |
% holding in the class |
|
Equity shares of Rs.10 each fully paid |
|
|
|
Aegis Limited, (Holding Company w.e.f. 3 June 2011) held |
10,674,924 |
75.00% |
|
AGC Holdings Limited - (formerly known as Essar Services Holdings Limited), (the holding Company upto2 June 2011) |
-- |
0.00% |
|
Total |
10,674,924 |
75.00% |
As per of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
142.000 |
142.000 |
142.000 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
2479.000 |
2564.000 |
2474.000 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
2621.000 |
2706.000 |
2616.000 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
902.000 |
0.000 |
0.000 |
|
|
2] Unsecured Loans |
0.000 |
0.000 |
0.000 |
|
|
TOTAL BORROWING |
902.000 |
0.000 |
0.000 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
3523.000 |
2706.000 |
2616.000 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
185.000 |
186.000 |
179.000 |
|
|
Capital work-in-progress |
0.000 |
31.000 |
34.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
950.000 |
950.000 |
145.000 |
|
|
DEFERREX TAX ASSETS |
125.000 |
138.000 |
122.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
696.000
|
410.000 |
456.000 |
|
|
Sundry Debtors |
2670.000
|
1974.000 |
1288.000 |
|
|
Cash & Bank Balances |
486.000
|
94.000 |
1433.000 |
|
|
Other Current Assets |
30.000
|
7.000 |
0.000 |
|
|
Loans & Advances |
1111.000
|
840.000 |
576.000 |
|
Total
Current Assets |
4993.000
|
3325.000 |
3753.000 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
1845.000
|
1347.000 |
868.000 |
|
|
Other Current Liabilities |
534.000
|
428.000 |
618.000 |
|
|
Provisions |
351.000
|
149.000 |
131.000 |
|
Total
Current Liabilities |
2730.000
|
1924.000 |
1617.000 |
|
|
Net Current Assets |
2263.000
|
1401.000 |
2136.000 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
3523.000 |
2706.000 |
2616.000 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
6210.000 |
3056.000 |
4946.000 |
|
|
|
Other Income |
114.000 |
29.000 |
100.000 |
|
|
|
TOTAL (A) |
6324.000 |
3085.000 |
5046.000 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of raw material and components consumed |
237.000 |
90.000 |
199.000 |
|
|
|
Purchase of traded goods |
3314.000 |
1623.000 |
2576.000 |
|
|
|
(Increase)/ decrease in inventories of finished goods, work-in-progress and stores and spares |
(290.000) |
52.000 |
31.000 |
|
|
|
Excise duty |
1.000 |
7.000 |
6.000 |
|
|
|
Employee benefits expense |
1070.000 |
459.000 |
0.000 |
|
|
|
Other expenses |
1548.000 |
623.000 |
1634.000 |
|
|
|
Exceptional items |
9.000 |
0.000 |
(10.000) |
|
|
|
TOTAL (B) |
5889.000 |
2854.000 |
4436.000 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
435.000 |
231.000 |
610.000 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
63.000 |
6.000 |
8.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
372.000 |
225.000 |
602.000 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
82.000 |
37.000 |
74.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
290.000 |
188.000 |
528.000 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
127.000 |
60.000 |
178.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
163.000 |
128.000 |
350.000 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
NA |
809.000 |
569.000 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
NA |
15.000 |
35.000 |
|
|
|
Dividend |
NA |
32.000 |
64.000 |
|
|
|
Tax on Dividend |
NA |
5.000 |
11.000 |
|
|
BALANCE CARRIED
TO THE B/S |
NA |
885.000 |
809.000 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN FOREIGN
CURRENCY |
|
|
|
|
|
|
|
Sales proceeds from overseas branch / Export Oriented Unit |
893.000 |
760.000 |
1380.000 |
|
|
|
Reimbursement of Expenses |
0.000 |
0.000 |
15.000 |
|
|
TOTAL EARNINGS |
893.000 |
760.000 |
1395.000 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw materials and components |
44.000 |
83.000 |
161.000 |
|
|
|
Traded Goods |
2252.000 |
1259.000 |
47.000 |
|
|
|
Capital Goods |
23.000 |
12.000 |
2163.000 |
|
|
TOTAL IMPORTS |
2319.000 |
1354.000 |
2371.000 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
11.43 |
8.99 |
24.59 |
|
|
PARTICULARS |
|
|
30.06.2012 (1st
Quarter) |
|
Net Sales |
|
|
1443.560 |
|
Total Expenditure |
|
|
1425.850 |
|
PBIDT (Excl OI) |
|
|
17.710 |
|
Other Income |
|
|
64.010 |
|
Operating Profit |
|
|
81.720 |
|
Interest |
|
|
41.820 |
|
Exceptional Items |
|
|
0.000 |
|
PBDT |
|
|
39.900 |
|
Depreciation |
|
|
19.340 |
|
Profit Before Tax |
|
|
20.560 |
|
Tax |
|
|
(40.830) |
|
Provisions and contingencies |
|
|
0.000 |
|
Profit After Tax |
|
|
61.390 |
|
Extraordinary Items |
|
|
0.000 |
|
Prior Period Expenses |
|
|
0.000 |
|
Other Adjustments |
|
|
0.000 |
|
Net Profit |
|
|
61.390 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
2.58
|
4.15 |
6.94 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
4.67
|
6.15 |
10.68 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
5.60
|
5.36 |
13.43 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.11
|
0.07 |
0.20 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
1.39
|
0.71 |
0.62 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.83
|
1.73 |
2.32 |
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF SUNDRY
CREDITORS
Rs. In
Millions
|
Particular |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
Total outstanding dues to micro and small enterprises |
1.000 |
2.000 |
0.000 |
|
Other Dues |
1844.000 |
1345.000 |
868.000 |
|
Total |
1845.000 |
1347.000 |
868.000 |
|
Sr. No. |
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 |
No |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact person |
Yes |
|
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 |
No |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
Yes |
FINANCIAL PERFORMANCE
The Company, for the period ended March 31, 2012 recorded a gross turnover of Rs. 6240.000 millions, as against Rs. 3073.0000 millions for the period ended March 31, 2011. The profit before tax is Rs. 290.000 millions for the period ended March 31, 2012 as against Rs. 188 millions for the previous period. The profit after tax is Rs.163.000 millions as against Rs.128.000 millions for the previous period.
OPERATIONS
During the period, there was a marginal recovery in the
However, the Asian juggernaut continued to roll ahead
registering impressive rates of growth. As in the previous year, growth in Asia
was dominated by
Improved business sentiments in the
This noteworthy performance of the Company was achieved by its sustained focus in ENABLING EXPERIENCE for its customers. The Company has transformed over the last few years to become a SOLUTIONS INTEGRATOR from a SYTEMS INTEGRATOR, and thus offer its customers the entire gamut of IT based practices, solutions and services. The Company continues to expand its offerings and garner larger share of the market. New products launched in the previous review period like Storage and Security Solutions, IT Governance Risk and Compliance (IT GRC) Consulting, Data Networking and Managed Services were well-received by customers and continue to find larger markets.
The Company’s established products in the UC segment comprising of Contact Centre and Enterprise Telephony also carried over their good performance from the previous year.
Joint Venture between AGC and Hareez International
AGC Networks Limited and Hareez Holding Limited have entered
into a joint venture to provide IT services in
Strategy and Tactics:
It envisages achieving this objective by identifying and developing multiple ICT service offerings in emerging growth areas as separate business opportunities such as Application Integration (SAP, Oracle), infrastructure support services, business intelligence services and telecommunication, Smart building solutions, reaching out to the citizens etc, and providing services to identified industry vertical from the cloud – “pay as you go”.
The growth plan includes offering a full service technology solution including systems integration, support services, software and networking solutions along with branded hardware products which the company hopes would enhance profitability significantly. Resources have been mobilized onsite to show commitment to the nation as a whole, with “Best of Breed” solutions.
Joint Venture between AGC and one of the leading group in
UAE
AGC and a leading UAE group have entered into a joint venture partnership to implement a citizen services solution and deliver it over 7 years. These services are envisaged around unique citizen identities.
This JV is expected to build, install, deploy and service
support a functionally rich, Solution and System that would be dedicated for
Overall business requirements:
· Full Citizen service processing environment incorporating all online processing, web processing and accounting processes associated with the unique identities.
· A guaranteed current and ongoing compliance with global and regional mandates guidance and best practices
· Provide a minimum five year strategic solution roadmap that assures the company that the solution will allow the company to grow and deploy new services through the same product deployment
· A demonstrable and history of delivering large scale enterprise projects to the customer’s satisfaction supported by customer references
Currently, AGC together with its local partner, is doing a pilot project for the JV along with its ecosystem partners.
BUSINESS OUTLOOK
As the global economy continues to improve and as
The Company focuses on innovation and considers innovation a key to expand into newer markets through newer products. During the review period, the Company launched three new offerings:
· Customer Experience Applications Suite
· Strategic Intelligence Solution Framework
· SAFE city Solution Framework
These have been developed with a customer-centric approach and the Company’s over-arching approach of ENABLING EXPERIENCE for its customers.
During the period, the Company has transformed itself from a single-alliance to a multialliance company. The Company today has key technology alliances and strategic partnerships with OEMs to offer best-in-class solutions in Remote Infrastructure Management, System Integration, Professional Services and Managed Services.
The Company is firmly positioned to build on the excellent growth of the previous year and looks forward to another good year.
Recognitions
conferred on the Company
As a testimony to the Company’s excellent performance, it has received a total of 12 awards during the year. These are:
(1) Best Performance BFSI,
(2) Partner of the Year, 2011 – Aspect
(3) APAC Technical Excellence Partner of the Year, Avaya
(4) APAC Best Promising Partner – Christi
(5) Best Emerging Partner of the Year – Citrix
(6) Most Extreme Partner of the Year – Extreme
(7) Best Partner – HARMANPRO
(8) Highest Growth Partner – Jabra
(9) APAC Commercial Partner of the Year – Juniper
(10) APAC Best Service Partner of the Year 2011 – NICE
(11) APAC Best Service Partner – Polycom
(12) Best Sales Partner, BFSI and
During the year, Mr. S. K. Jha, MD and CEO, was honoured with “Outstanding Entrepreneurship Award” by Enterprise Asia, a NGO for entrepreneurship at APEA (Asia Pacific Entrepreneurship Awards).
NEW PRODUCTS
The company is predominantly in the technology business which is evolving and changing every day due to new technological advances and innovation in the enterprise communications domain. The Company fully recognizes that its success is closely linked to the pace it keeps with these fast changing developments. The Company is also at the fore-front of innovation, and over the last year has launched the following new products keeping in line with its larger objective of ENABLING EXPERIENCE to its customers:
Customer Experience Applications Suite
A flexible and comprehensive product that enables 360 degrees collaboration and leads to enhanced efficiency, experience, process optimization, cost savings and process transformation both within and outside an enterprise, primarily BPO’s and organizations focusing on customer care.
Strategic Intelligence Solution Framework
Aimed at aiding homeland and defense intelligence agencies, this solution is a fusion based analytics framework that allows data and security related intelligence to be captured and co-related for better predictability and prevention of terrorist activities, organised crime and white-collar crime.
SAFE city Solution Framework
A video surveillance and analytics solution for creating safe city environments for citizen safety thus helping decision makers be better prepared in case of emergencies.
MANAGEMENT DISCUSSION
AND ANALYSIS REPORT
OVERVIEW
Subject is a player in the Enterprise Communications and
Solutions Integration space. It is the leader in Enterprise Communications in
The Company is a subsidiary of Aegis Limited, which is owned by Essar Global Limited, a $17 billion global conglomerate. Essar Global is a global conglomerate and a leading player in the sectors of Steel, Energy (Oil and Gas and Power), Infrastructure (Ports, Projects and Concessions) and Services (Shipping, Telecom, Realty and Business Process Outsourcing).
The Company has over 18 offices in
The core business of the Company is divided into four quadrants, namely:
(1) Unified Communications
(a) Contact Centres
(b) IP Communications
(c) Audio/Video Integration
(d) Video Collaboration and Presence
(e) Physical Security and Surveillance
(2) Network Infrastructure
(a) Switching
(b) Routing
(c) Wireless
(d) Passive
(3) Information Security, Storage and Servers
(a) Network and IT Security, IT Governance, Risk and Compliance
(b) Security Audit and Certifications
(c) Servers and Storage
(d) Data Centre and Desktop Virtualization
(4) Business Applications and Consulting
(a) IVR/Speech/CTI
(b) Work Force Optimization
(c) Customer Experience Analytics
(d)
(e) Professional Services
INDUSTRY STRUCTURE
AND DEVELOPMENT
The Telecommunications Industry can broadly be divided into the two segments viz.
(1) Service Provider - Basic Services,
(2) Solution Providers - Network Equipments, Enterprise Communication, Contact Centre equipment etc.
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 share and become customer responsive.
According to latest industry estimates, in 2011 worldwide IT spending totalled USD 3.7 trillion, up 6.9 percent from 2010 levels. Worldwide IT spending is forecast to total USD 3.8 trillion in 2012, a 3.7 per cent increase from 2011. The four major technology sectors are Computing Hardware, Enterprise Software, IT Services, Telecommunications Equipment, and Telecommunication Services. The Enterprise Software segment registered the highest growth rate of over 9.5 per cent amongst constituent segments, whereas the lowest growth rate was registered by the Telecommunications Services segment of a shade over 6 per cent. All these four major technology sectors computing hardware, enterprise software, IT services and telecommunications equipment and services are expected to experience slower spending growth in 2012 than previously forecast.
The Indian enterprise IT spending increased from about USD 33 billion in 2010 to approximately USD 36 to 37 billion in 2011, an increase of roughly 8.5 to 9 per cent. This trend is expected to continue in 2012 through till 2015. In 2012, IT spending is expected to surpass USD 40 billion.
Within the Indian enterprise market, government spending continues to maintain a healthy CAGR of over 12 per cent for the period 2010 - 2015.
OUTLOOK
Driven by the 10 CUBE growth strategy and assuming the given market conditions, the Company is striving to be a USD 1 billion organisation by 2015. The Company plans to achieve more profitable growth by focussing on:
(1) Continue to growing its core business in
(2) Expand to global key high-growth markets
(3) Expand into newer practices and services
(4) Further consolidate AGC geographies by leveraging existing customer relationships
(5) Use the AEGIS parentage and its Indian capability to scale-up
CONTINGENT
LIABILITIES
Rs. In millions
|
Particular |
31.03.2012 |
31.03.2011 |
|
Contingent liabilities in respect of disputed demands of: |
|
|
|
Income tax authorities |
236.000 |
170.000 |
|
Excise and Customs authorities |
83.000 |
83.000 |
|
Sales tax matters |
14.000 |
9.000 |
|
Bills Discounted |
19.000 |
46.000 |
Income tax:
The demand is raised mainly on deferral profit due to change in revenue recognition policy and other cases for Rs. 236.000 Millions (31 March 2011 Rs. 170.000 Millions). This is a timing difference liability and appeal is filed before Commissioner of appeals.
Excise:
The amount is reported as contingent liability as an abundant caution for the appeal filed by the department with higher authority for applicability of custom duty on royalty remittance for Rs. 67.000 Millions (31 March 2011 Rs. 67.000 Millions). The order from the lower authority is issued in favour of the company. Rs.11.000 Millions (31 March 2011 Rs.11.000 Millions) relate to Service tax on RTU activation charges and penalty thereon. AGC has filed appeal before commissioner in this case. Rs.5.000 Millions (31 March 2011 Rs.5.000 Millions) related to Excise duty demand on sales of Software. AGC has filed appeal before tribunal.
Sales tax:
This represents Rs.8.000 Millions (31 March 2011 Rs.8.000
Millions) on account of non-receipt of ‘F’ form which is based on abundant
precaution. ‘F’ forms are to be received from AGC’s own branches. Balance
amount of Rs. 6 Million (31 March 2011 Rs. 1 Million) is sales tax liability in
the state of Kerala and
Bills Discounted:
Bill discounted represents sales bills discounted with banks against receivables from customers.
BOARD OF DIRECTORS
Mr. Aparup Sengupta brings with him an enviable legacy with a sterling professional career in the IT and IT-enabled services domains. He is an entrepreneur with three successful start-ups: 24/7 Customer, India's first CRM services company; Ion Idea, an IT services company based out of Fairfax, Virginia; and Think Harbor, a leading BPO consulting company funded by Bank Am and Nomura.
Mr. Sengupta has
been a member and the Lead Assessor of the Jury of the CII Business Excellence
Award, equivalent to the Malcolm Baldrige Award in the
Mr. Shuva Mandal,
is a lawyer with more than 19 years of practice. He is the Managing Partner in
Fox Mandal and Associates, and practices in Corporate Commercial Group. Most
importantly, Shuva is the fourth generation of Mr. G. C. Mandal, co-founder of
Fox Mandal (established 1896). He is a partner of the firm since 1996 and
presently heads the entire
Mr. Mandal’s
practice includes Inbound Investment to
Mr. Satya K. Jha has over 18 years of experience in the field of global outsourcing, IT business re- engineering, Systems Integration, Information Technology and Communication Solutions.
Prior to joining Aegis, Mr. Jha was working with Wipro as
the Head and Vice President of the ICT Practice. Earlier, as Founder and CEO of
3D Networks, he nurtured the company in several directions, both in services
and product development. Under his leadership, 3D Networks achieved spectacular
growth by providing ICT outsourcing and products to clients across
Mr. Jha holds a bachelor's degree in computer engineering. He is known for his dynamism and passion for excellence and has a collaborative leadership style.
Mr. Sujay R. Sheth
holds a Bachelor’s degree in Commerce from the
Mr. Sheth’s areas of experience are Finance and Accounting, with deep knowledge of direct taxes, corporate laws and significant experience in the fields of transaction advisory, pre-acquisition studies, corporate governance, assurance, valuation and direct taxation. He is involved in audit, taxation, attestation and assurance functions of a wide selection of Indian and multi-national clients.
AS PER WEBSITES
DETAILS
PRESS RELEASE
AGC NETWORKS ACHIEVES
'MICROSOFT GOLD PARTNERSHIP - COMMUNICATIONS' COMPETENCY
AGC Networks earns distinction through demonstrated technology success and customer commitment.
Outlining the process, AGC shared that to earn a Microsoft Gold Partnership competency, partners must successfully complete exams (resulting in Microsoft Certified Professionals) to prove their level of technology expertise, and then designate these certified professionals uniquely to one Microsoft competency, ensuring a certain level of staffing capacity. They also must submit customer references that demonstrate successful projects (along with implementing a yearly customer satisfaction study) and pass technology and/or sales assessments. All of the above was successfully showcased by AGC towards achieving this competency.
"AGC Networks has shared an excellent relationship with Microsoft for over a year now. This commendable recognition from Microsoft has further created an assurance about AGC Networks' proficiency as an 'experience' provider while profiling our expertise and commitment to today's highly advanced communication's market. It also further strengthens the partnership between AGC Networks and Microsoft." said Mr. Sanjeev Verma, President Global Sales and Business Operations, AGC Networks. "This recognition further reinforces our efforts to accelerate our customers' success by serving them as technology advisors for their various communications needs and demands."
"Microsoft is confident of two important aspects.
Growth in the Communications domain and AGC contributing majorly in
strengthening Microsoft's
The Microsoft Partner Network helps partners strengthen their capabilities to showcase leadership in the marketplace on the latest technology, to better serve customers and, with 640,000 Microsoft partners in their ecosystem, to easily connect with one of the most active, diverse networks in the world.
About AGC
Networks
AGC Networks Limited (BSE: 500463 and NSE: AGCNET) is a world class Solutions Integrator in Unified Communications, Network Integration, Data Center and Virtualization and Enterprise Applications domain. AGC has been delivering customized business solutions that help organizations accelerate revenue growth, increase market penetration, optimize operating costs and improve employee productivity, by embedding technology solutions in their business processes. It has always been committed to enabling superior customer experience and offering best returns on their technology investments. It partners with global leaders like Avaya, Juniper, NICE Systems, Aspect, Verint, HP, Polycom, Cisco, Microsoft, NEC, Sony, Plantronics, EMC, Dialogic, NetApp, Checkpoint and Jabra among others. AGC Networks is a subsidiary of Aegis Limited, an Essar Enterprise.
ESSAR TO BUY
CONTROLLING AGC NETWORKS STAKE
Mumbai: The Essar group today said it would acquire US-based Avaya’s entire 59.13 per cent stake in AGC Networks, a company in the area of communications solutions, for $44.5 million (Rs 2050.000 Millions) or Rs 245 a share.
Business Standard had, on May 16, reported that Aegis, the business process outsourcing (BPO) arm of the Essar group, was in advanced talks to acquire AGC Networks. This acquisition would make Aegis among the top five information technology solution providers in the country.
The acquisition would be done through Essar Services Holdings Limited (ESHL). Essar Capital Finance Private Limited, along with ESHL, will announce the mandatory open offer tomorrow for an additional 20 per cent stake at a price determined in accordance with the formula specified in the takeover regulations. Assuming all shares are tendered in the open offer, its size would be Rs 780.000 Millions
Avaya Inc, the US-based business communication systems
provider, owns the 59.13 per cent stake in AGC through Avaya
AGC Networks, earlier known as Avaya GlobalConnect Limited,
is a converged communications provider focused on the
Aegis was already planning an initial public offering this year. This acquisition, when complete, would also allow Aegis to strengthen the growth of its subsidiary, Aegis Tech. In June 2009, Aegis had announced its foray into infrastructure management by setting up an independent subsidiary. The company had then said it planned to invest $100 million in this venture over the next 12 months and would touch revenue of $100 million in the next 18 months.
Inorganic Growth
Aegis has acquired 13 firms in the past three to four years.
It had stated in the past that its target was to make four acquisitions a year.
On May 19, it signed an agreement to acquire US-based Sallie Mae's customer
services centre in
This agreement is effective from June 4. As part of the
deal, Aegis also entered into a multi-year, multi-million dollar deal with
Sallie Mae. With this acquisition, Sallie Mae was to transfer 350 employees to
Aegis, taking the company's
AGC Networks had also undergone several changes in the past year. The company renamed itself. Till a year before, it was the sole subsidiary of Avaya Inc. It also started working with other partners like Polycom, Extreme Networks and others.
AGC Networks clocked revenue of Rs 5150.000 Millions for 2008-09. For the second quarter ended March 31, it reported net profit of Rs 93.000 Millions, exceeding net profit of the previous financial year in six months. Revenue of the company for the quarter touched Rs 1385.000 Millions.
Aparup Sengupta, managing director and Global CEO, Aegis Limited, said: "Essar, in a short span, has become a key player in the systems integration (SI) space and would benefit immensely from the depth and width of expertise AGC Networks has. We have a definite plan to grow this business as we aim for bigger chunks of customer spends."
"AGC Networks provides a great synergy with our SI business," said S K Jha, president, SI business, Essar, adding the acquisition would help them gain "deep expertise in the 'enable' block of experience management that Essar embarked upon through its worldwide expansion drive. Now, customers will have the ability to have unified communication and experience management under one roof".
Said Jangoo Dalal, managing director, Abaya
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources including
but not limited to: The Courts,
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.54.73 |
|
|
1 |
Rs.88.61 |
|
Euro |
1 |
Rs.71.34 |
INFORMATION DETAILS
|
Information Gathered
by : |
PJA |
|
|
|
|
Report Prepared
by : |
NTH |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
|
50 |
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 |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.