MIRA
INFORM REPORT
|
Report Date : |
18.12.2013 |
IDENTIFICATION DETAILS
|
Name : |
TALWALKARS BETTER VALUE FITNESS LIMITED |
|
|
|
|
Formerly Known
As : |
TALWALKARS BETTER VALUE FITNESS PRIVATE LIMITED |
|
|
|
|
Registered
Office : |
801-813, Mahalaxmi Chambers, 22, |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
24.04.2003 |
|
|
|
|
Com. Reg. No.: |
11-140134 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.261.810 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L92411MH2003PTC140134 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMT08798G |
|
|
|
|
PAN No.: [Permanent Account No.] |
AABCT8207B |
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|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
They are into Gymnasiums, Fitness Centers. |
|
|
|
|
No. of Employees
: |
Information denied by the management |
RATING & COMMENTS
|
MIRA’s Rating : |
A (63) |
|
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 8089000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Clear |
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|
Comments : |
Subject is a well established company having fine track record. The company has shown a consistent growth aided with better increases
in its sales volume, net profitability and its scale volume, healthy profit
margins during 2013. Financial position appears to be sound. The ratings also take into consideration the strong brand image,
nation wide presence and leadership position enjoyed by the subject in the
market. Trade relations are fair. Business is active. Payment terms are
reported as regular and as per commitments. In view of rich experience of the promoters in the gym / fitness
industry in india, the subject can be considered dood 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.
INDIAN ECONOMIC OVERVIEW
The current downturn
provides an opportunity to push ahead with reforms to accelerate growth, says
the latest India Development Update report released by the World Bank. The
report says that the adverse effects of rupee depreciation are likely to be
offset by the gains in the exports performance due to improved external
competitiveness. Since May this year, the local currency has depreciated
substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.
A stagflation like
situation appears to have arisen as inflation jumped to an eight month high of
6.46 % for the month of September. It is up from 6.10 % in August. Growth
continues to be muted with factory output plunging to 0.6 % in August.
Onion prices have risen nearly 300 % from last September. Vegetables cost
nearly 90 % more than they did last year. Wake up to the economic contribution
of slum dwellers. They contribute more than 7.5 % to the country’s gross
domestic product, according to a recent study conducted in 50 top cities.
136000 estimated
number of jobs created during the second quarter of the current financial year.
50000 estimated number of additional jobs in the field of corporate social
responsibility in the coming years.
The International
Finance Corporation expects to come out with its rupee linked bonds issue
before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple
iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has
been launched in India from 1st November.
The Land Acquisition
Act to provide just and fair compensation to farmers will come into force from
January 1 next year, said Rural Development Minister Jairam Ramesh. The Act
replaces a 119 year old registration. The Securities and Exchange Board of
India has approved the trading of currency futures on the Bombay Stock
Exchange. The exchange plans to launch the currency futures platform with
advanced trading technology by the end of November.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
Long term bank facilities AA- |
|
Rating Explanation |
High degree of safety and very low credit
risk. |
|
Date |
August 01, 2013 |
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 DENIED
MANAGEMENT NON CO-OPERATIVE (91-22-66126370)
LOCATIONS
|
Registered Office : |
801-813, Mahalaxmi Chambers, 22, |
|
Tel. No.: |
91-22-66126300 |
|
Fax No.: |
91-22-66126363 |
|
E-Mail : |
|
|
Website : |
|
|
Location : |
Owned |
|
|
|
|
Administrative Office : |
Located at:
|
|
|
|
|
Branch Office : |
Located at: Owned ·
·
·
Secunderabad ·
·
Karnataka ·
Vijaywada ·
Vizag (Vishakapatnam) ·
Ahmedabad ·
Karnataka ·
·
Hubli ·
·
Kerala ·
Mumbai ·
·
Kalian ·
Dombivali ·
Navi Mumbai ·
Vasai ·
Bhyander ·
Sangali ·
Pune ·
·
·
·
Jalandhar ·
·
·
Chennai ·
·
Kolkata Mall Based JV
with Pantaloon Retail India Limited ·
Mumbai ·
·
·
Noida ·
·
Siliguri ·
·
·
·
Jipur ·
Kolkata ·
NCR |
DIRECTORS
As on 31.03.2013
|
Name : |
Mr. Madhukar V. Talwalkar |
|
Designation : |
Executive Chairman |
|
Address : |
C-37/ 40, Pandurang Society, Near Sun-N-Sand Hotel, Juhu, Mumbai – 400
049, |
|
Date of Birth/Age : |
28.11.1933 |
|
Date of Appointment : |
24.04.2003 |
|
|
|
|
Name : |
Mr. Girish Talwalkar |
|
Designation : |
Whole time Director |
|
Address : |
D – 22, |
|
Date of Birth/Age : |
01.06.1961 |
|
Date of Appointment : |
24.04.2003 |
|
|
|
|
Name : |
Mr. Prashant S. Talwalkar |
|
Designation : |
Managing Director and CEO |
|
Address : |
26/ 27, Sheesh Mahal, Pali Hill, D’ Monte Park Road, Bandra, Mumbai –
400 050, Maharashtra, India |
|
Date of Birth/Age : |
16.06.1962 |
|
Date of Appointment : |
25.04.2003 |
|
|
|
|
Name : |
Mr. Harsha Bhatkal |
|
Designation : |
Whole time Director |
|
Address : |
N – 5, Prathamesh, Off V.S. Marg, Prabhadevi, Mumbai – 400 025, |
|
Date of Birth/Age : |
15.08.1962 |
|
Date of Appointment : |
25.04.2003 |
|
|
|
|
Name : |
Mr. Anant Gawande |
|
Designation : |
Whole time Director and CEO |
|
Address : |
173/ A, Twin Towers, |
|
Date of Birth/Age : |
28.08.1967 |
|
Date of Appointment : |
25.04.2003 |
|
|
|
|
Name : |
Mr. Vinayak Gawande |
|
Designation : |
Whole time Director |
|
Address : |
E – 6, Prathamesh Co-Operative Housing Society, |
|
Date of Birth/Age : |
24.08.1958 |
|
Date of Appointment : |
25.04.2003 |
|
|
|
|
Name : |
Mr. Manohar Gopal Bhide |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Raman Hirji Maroo |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Mohan Motiram Jayakar |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Avinash Achyut Phadke |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Abhijeet Rajaram Patil |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Glenn Mario Saldanha |
|
Designation : |
Independent Director |
KEY EXECUTIVES
|
Name : |
Avanti Sankav |
|
Designation : |
Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 30.09.2013
|
Category of Shareholder |
Total
No. of Shares |
%
of Total No. of Shares |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
14333240 |
54.75 |
|
|
7683 |
0.03 |
|
|
14340923 |
54.78 |
|
|
|
|
|
Total shareholding of Promoter and Promoter Group (A) |
14340923 |
54.78 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
1406863 |
5.37 |
|
|
492844 |
1.88 |
|
|
2707216 |
10.34 |
|
|
4606923 |
17.60 |
|
|
|
|
|
|
2131607 |
8.14 |
|
|
|
|
|
|
2267738 |
8.66 |
|
|
2512652 |
9.60 |
|
|
321045 |
1.23 |
|
|
269547 |
1.03 |
|
|
50598 |
0.19 |
|
|
900 |
0.00 |
|
|
7233042 |
27.63 |
|
Total Public shareholding (B) |
11839965 |
45.22 |
|
Total (A)+(B) |
26180888 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
26180888 |
0.00 |
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Promoter and
Promoter Group
|
Name of the
Shareholder |
Details of
Shares held |
|
|
No. of Shares held |
As a % of grand total |
|
|
Prashant Sudhakar Talwalkar |
28,76,080 |
10.99 |
|
Girish Madhukar Talwalkar |
28,64,280 |
10.94 |
|
Madhukar Vishnu Talwalkar |
28,32,280 |
10.82 |
|
Anant Ratnakar Gawande |
19,20,200 |
7.33 |
|
Harsha Randas Bhatkal |
19,20,200 |
7.33 |
|
Vinayak Ratnakar Gawande |
19,20,200 |
7.33 |
|
Better Value Leasing & Finance Ltd |
7,683 |
0.03 |
|
Total |
1,43,40,923 |
54.78 |
(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Public and holding
more than 1% of the total number of shares
|
Name of the
Shareholder |
No. of Shares held |
Shares as % of Total No. of Shares |
|
|
Smallcap World Fund Inc |
1694000 |
6.47 |
|
|
Reliance Capital Trustee Co. Ltd. A/c Reliance Monthly Income Plan |
1300614 |
4.97 |
|
|
Bajaj Allianz Life Insurance Company Ltd |
1004150 |
3.84 |
|
|
Americans Funds Insurance Series Global Small Capitalisation Fund |
650000 |
2.48 |
|
|
Axis Bank Ltd |
483190 |
1.85 |
|
|
ICICI Lombard General Insurance Co Ltd |
300001 |
1.15 |
|
|
Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar |
1573520 |
6.01 |
|
|
Total |
7005475 |
26.76 |
|
Shareholding of securities (including shares, warrants,
convertible securities) of persons (together with PAC) belonging to the
category “Public” and holding more than 5% of the total number of shares of the
company
|
Name(s) of the
shareholder(s) and the Persons Acting in Concert (PAC) with them |
No. of Shares |
Shares as % of Total No. of Shares |
|
|
Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar |
1573520 |
6.01 |
|
|
Smallcap World Fund INC |
1694000 |
6.47 |
|
|
Total |
3267520 |
12.48 |
|
BUSINESS DETAILS
|
Line of Business : |
They are into Gymnasiums, Fitness Centers. |
GENERAL INFORMATION
|
No. of Employees : |
Information denied by the management |
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Bankers : |
Union Bank of India |
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|
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|
Facilities : |
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
M.K. Dandeker and Company Chartered Accountants |
|
Address : |
No. 244, angappa Naicken Street, 2nd Floor, Chennai – 600001, Tamilnadu, India |
|
|
|
|
Subsidiaries : |
Ř Aspire Fitness
Private Limited Ř Denovo
Enterprises Private Limited Ř Equinox Wellness
Private Limited Ř Jyotsna Fitness
Private Limited |
|
|
|
|
Enterprises over
which Key Management Personnel & their relatives exercise significant
influence : |
Ř AnantGawande(HUF)
Ř Anfin
Investments Private Limited Ř Better Value
Brands Private Limited Ř Better Value
Leasing & Finance Limited Ř Better Value
Properties Private Limited Ř Brainworks
Learning Systems Private Limited Ř Gawande
Consultants Private Limited Ř India Cookery
Private Limited Ř Indian
Cookery.com Private Limited Ř Life Fitness
India Private Limited Ř Pinnacle Fitness
Private Limited Ř Popular
Institute of Arts Private Limited Ř Popular
Prakashan Private Limited Ř R2
Infrastructure Private Limited Ř R2 Spa Systems Ř Radhika Hotels
Private Limited Ř Splendor Fitness
Private Limited Ř Talwalkars Ř Talwalkars
Fitness Club Ř Talwalkars
Health & Leisure Ř Talwalkars
Health Club Ř Talwalkars
Health Commune Ř Talwalkars
Health Complex Ř Talwalkars
Nutrition Centre |
CAPITAL STRUCTURE
As on 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
30000000 |
Equity Shares |
Rs.10/- each |
Rs.300.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
26180888 |
Equity Shares |
Rs.10/- each |
Rs.261.810 Millions |
|
|
|
|
|
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
261.810 |
241.160 |
241.160 |
|
(b) Reserves & Surplus |
1760.640 |
1163.570 |
1006.640 |
|
(c) Money
received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
2022.450 |
1404.730 |
1247.800 |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) long-term borrowings |
1191.260 |
1135.660 |
846.660 |
|
(b) Deferred tax liabilities (Net) |
184.730 |
136.750 |
104.840 |
|
(c) Other long term liabilities |
157.610 |
92.260 |
132.650 |
|
(d) long-term provisions |
0.000 |
0.000 |
0.000 |
|
Total Non-current Liabilities (3) |
1533.600 |
1364.670 |
1084.150 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
43.170 |
100.000 |
5.650 |
|
(b) Trade payables |
60.350 |
52.060 |
43.410 |
|
(c) Other current
liabilities |
311.640 |
186.190 |
184.170 |
|
(d) Short-term provisions |
130.830 |
89.740 |
40.380 |
|
Total Current Liabilities (4) |
545.990 |
427.990 |
273.610 |
|
|
|
|
|
|
TOTAL |
4102.040 |
3197.390 |
2605.560 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
2890.990 |
2178.520 |
1602.910 |
|
(ii) Intangible Assets |
40.500 |
43.190 |
45.890 |
|
(iii) Capital
work-in-progress |
293.660 |
216.200 |
274.250 |
|
(iv)
Intangible assets under development |
3.320 |
0.000 |
0.000 |
|
(b) Non-current Investments |
248.300 |
193.860 |
60.010 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
212.720 |
186.110 |
137.970 |
|
(e) Other Non-current assets |
1.600 |
1.600 |
0.000 |
|
Total Non-Current Assets |
3691.090 |
2819.480 |
2121.030 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
0.220 |
0.090 |
0.000 |
|
(b) Inventories |
1.550 |
0.000 |
36.900 |
|
(c) Trade receivables |
138.240 |
147.680 |
144.380 |
|
(d) Cash and cash
equivalents |
193.840 |
180.370 |
279.510 |
|
(e) Short-term loans and
advances |
77.100 |
49.770 |
23.740 |
|
(f) Other current assets |
0.000 |
0.000 |
0.000 |
|
Total Current Assets |
410.950 |
377.910 |
484.530 |
|
|
|
|
|
|
TOTAL |
4102.040 |
3197.390 |
2605.560 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
1304.360 |
994.650 |
786.580 |
|
|
|
Other Income |
12.540 |
14.150 |
18.940 |
|
|
|
TOTAL (A) |
1316.900 |
1008.800 |
805.520 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Changes in inventories |
(1.550) |
0.000 |
0.000 |
|
|
|
Purchase of stock-in-trade |
2.870 |
0.000 |
0.000 |
|
|
|
Employee benefit expenses |
266.900 |
211.260 |
177.080 |
|
|
|
Other expenses |
411.000 |
332.840 |
244.680 |
|
|
|
Exceptional Item |
0.000 |
(3.680) |
3.640 |
|
|
|
TOTAL (B) |
679.220 |
540.410 |
425.400 |
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION (A-B) (C) |
637.680 |
468.390 |
380.120 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
94.790 |
77.860 |
73.600 |
|
|
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
542.890 |
390.530 |
306.520 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
132.270 |
109.430 |
83.340 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) BEFORE TAX (E-F) (G) |
410.620 |
281.100 |
223.180 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
133.940 |
89.130 |
70.910 |
|
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) AFTER TAX (G-H) (I) |
276.680 |
191.970 |
152.270 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
440.770 |
304.130 |
182.240 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
18.630 |
0.000 |
0.000 |
|
|
|
Dividend |
39.270 |
30.150 |
24.120 |
|
|
|
Tax on Dividend |
6.370 |
4.890 |
4.000 |
|
|
|
Debenture Redemption Reserves |
34.370 |
20.290 |
2.260 |
|
|
BALANCE CARRIED
TO THE B/S |
618.810 |
440.770 |
304.130 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
0.730 |
Nil
|
Nil |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Gymnasium Equipment |
68.250 |
58.870 |
150.600 |
|
|
|
Furniture and Fixture |
4.690 |
9.450 |
5.570 |
|
|
TOTAL IMPORTS |
72.940 |
68.320 |
156.170 |
|
|
|
|
|
|
|
|
|
|
Earnings /
(Loss) Per Share (Rs.) |
11.19 |
7.96 |
6.46 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
21.00
|
19.03 |
18.90 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
31.18
|
28.26 |
28.37 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
11.54
|
10.08 |
9.83 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.20
|
0.20 |
0.18 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.61
|
0.88 |
0.68 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.75
|
0.88 |
1.77 |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES
OF LONG TERM DEBTS
|
Particulars |
31.03.2013 (Rs.
In Millions) |
31.03.2012 (Rs.
In Millions) |
31.03.2011 (Rs.
In Millions) |
|
Current maturities of long-term debts |
258.500 |
139.500 |
129.330 |
|
|
|
|
|
|
Total |
258.500 |
139.500 |
129.330 |
|
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 |
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] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
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 |
INDEX OF CHARGES
|
S.No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10355988 |
25/04/2012 |
250,000,000.00 |
Axis Trustee Services Limited |
Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar
Marg, Worli,, Mumbai, Maharas |
B39672282 |
|
2 |
10288040 |
18/05/2011 |
300,000,000.00 |
Axis Trustee Services Limited |
Axis House, 2nd Flr, Bombay Dyeing Mills Compound, |
B13388061 |
|
3 |
10179690 |
11/05/2012 * |
1,649,700,000.00 |
UNION BANK OF INDIA |
TEJURA CHAMBERS, 365-367, V. P. ROAD, MUMBAI, Maharashtra - 400004,
INDIA |
B41731308 |
* Date of charge modification
REVIEW OF
PERFORMANCE:
In a country with gym penetration standing below 0.5%, the Company has a strong beliefin the philosophy "Spreading Fitness. That's their Karma." Apartfrom the core business of gymming, the Company has embarked on new initiatives likeNuform, Zumba programme, Reduce diet programme, Talwalkars David Lloyd Leisureconsulting, which all act in complement to the core activity of gymming and would increasesame store revenues as well as overall revenues. Talwalkars is leading from the front inthis space of these fitness solutions and services. The Company now has 144 health clubsacross 75 cities on consolidated basis.
During the year, on a consolidated basis the Company's profit before tax as well asprofit after tax recorded a healthy growth of 37% and 36% respectively. The volume of thebusiness also displayed an increase of 29% over last year.
CORPORATE
INFORMATION:
Subject is a public limited company domiciled in India and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Corporate Identity Number (CIN) of the Company is L92411MH2003PLC140134.
The Company, which is popularly known as 'Talwalkars' has pioneered the concept of gyms in India and today, is the largest chain of health centers in India offering a diverse suite of services in fitness including gyms, spas, aerobics and health counseling. Talwalkar's growth can be attributed directly to the trust their customers have in them, and the benefits they derive from their expert advice, personalised supervision, on-going facility upgrades, result-oriented approach and above all from Talwalkar's know-how and experience in this field.
MANAGEMENT DISCUSSION
AND ANALYSIS
INDIAN ECONOMY
The Indian economy grew a respectable 5% in 2012-13 amidst a slowdown in the globaleconomic environment. With committed investments and growing insistence on strategicpolicy shifts, the Indian economy is expected to revert to a growth rate of about 8% bythe end of the Twelfth Five Year Plan. This coincides with the country expected to emergeas the second largest manufacturing country in the next five years, followed by Brazil asthe third ranked country (Source: Planning Commission).
INDUSTRY OVERVIEW
With increasing global and media exposure, for many consumers today to look good equalsfeel good. An increasing emphasis on a healthy and wholesome lifestyle has been thespringboard for the wellness industry in India. Wellness today is not just a 'metro'phenomenon but consumers across Tier-II and Tier-Ill cities and even pockets of ruralIndia are also seeking wellness solutions to meet their lifestyle challenges.
The Indian healthcare sector is at an inflection point and is poised for rapid growthin the medium term. However, healthcare expenditure is still amongst the lowest globallyand there are significant challenges to be addressed both in terms of accessibility ofhealthcare service and quality of patient care. While this represents a significantopportunity for the private sector, the Government can also play an important role infacilitating this evolution.
The wellness industry is a field of healthcare focused on improving everyday health andstate of well-being, rather than simply treating a disease or curing illness. The Indianwellness industry is set to grow at a CAGR of 18-20% over a period of three years to Rs940-960 billion by 2014. Fitness and slimming market is pegged at Rs 50 billion and is setto grow at a robust pace of 20-30% to Rs 110 billion over three years (Source: PwC FICCIWellness Report).
In the Indian fitness and slimming market, fitness services such as gymnasiums comprise50% ( Rs 25 billion) of the entire revenue pool and is under-penetrated with less than 5%penetration of the urban population. Fitness equipment comprises 20% of the market withthe institutional segment contributing to the bulk of the current demand. Slimmingservices have a 20% market share and is one of the fastest growing segments. Slimmingproducts account for 10% of the market and includes meal-replacement slimming products andweight-loss supplements with key growth drivers being increasingly availablethroughorganised retail channels.
GLOBALISATION
Globalisation has exposed people to international cultures, lifestyle which has openedavenues for services like Zumba programmes, aerobics, yoga, EMS training and spa to namea few. A shift in demographics has played a key role in the scheme of things. The demandfor these services has been higher among the youth (15-34 years) who also have higherpropensityto spend on these activities. Interestingly this phenomenon is not only confinedto metro cities but is spread across regions. To cater to this growing demand, Talwalkarshas widened its umbrella of service offerings by focusing on each of these forms offitness. This has also helped the companyto leverage and enhance the member profile. Thereis also an opportunity to start these services not only within fitness centres but also ona standalone basis in schools, colleges, auditoriums, home based services and standalonestudios.
THEIR SUBSIDIARIES
The Company's decision to partner a local master franchise and set up health clubsthrough a 51%-subsidiary approach on a franchise basis has been proved successful by theCompany's subsidiaries, namely Denovo Enterprises Private Limited, Equinox WellnessPrivate Limited, Aspire Fitness Private Limited and Jyotsna Fitness Private Limited. Their subsidiaries' endeavours towards imparting good quality fitness services and therebymaintain the same benchmark as that of the Talwalkars Health clubs. On overall basis, thesubsidiaries have shown phenomenal growth by contributing significantly to the profits ofthe Company.
(1) Denovo Enterprises
Private Limited
Denovo Enterprises Private Limited, a subsidiary of the Company, is sharing 40% of thetotal gym count under the subsidiaries head. Denovo's health clubs are operational inNorthern and Western India.
(2) Equinox Wellness
Private Limited
Equinox Wellness Private Limited is a step-down subsidiary of the Company (directsubsidiary of Denovo Enterprises Private Limited). Equinox has its health clubsoperational in Eastern India.
(3) Aspire Fitness
Private Limited
Aspire Fitness Private Limited, a subsidiary of the Company, is sharing 40% of thetotal gym count under the subsidiaries head. Aspire's health clubs are operational inWestern India.
(4) Jyotsna Fitness
Private Limited
Jyotsna Fitness Private Limited though relatively new entrant in the list of their subsidiaries, it is following the same quality footsteps as that of Talwalkars. JyotsnaFitness's health clubs are operational in Western India.
FIXED ASSETS
Ř
Building
Ř
Gym Equipment
Ř
Furniture and Fixture
Ř
Computer
Ř
Air Conditionres
Ř
Electrical Fittings
Ř
Office Equipment
STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND
SIX MONTHS ENDED 30TH SEPTEMBER 2013
(Rs. In Millions)
|
Particulars |
Quarter Ended |
Six Months Ended |
|
|
|
30.09.2013 |
30.06.2013 |
30.09.2013 |
|
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
|
1. Income from Operations |
|
|
|
|
a. Income from Operations |
581.949 |
323.764 |
905.7102 |
|
Less : Service Tax |
62.093 |
33.824 |
95.917 |
|
|
|
|
|
|
b. Other operating income |
2.798 |
1.948 |
4.745 |
|
Total Income from Operations (Net) |
522.654 |
291.888 |
814.540 |
|
2. Expenditure |
|
|
|
|
a. (Increases) / Decreases in stock-in-trade |
0.485 |
0.354 |
0.839 |
|
b. Purchase of Stock-in-Trade |
0.106 |
0.853 |
0.960 |
|
c. Employee Benefits Expenses |
108.256 |
65.835 |
174.091 |
|
d. Depreciation and amortisation Expense |
73.215 |
46.493 |
119.708 |
|
e. Other Expenses |
150.103 |
118.081 |
268.183 |
|
Total Expenses |
332.165 |
231.616 |
563.781 |
|
3. Profit from Operations before Other Income, Finance Costs & Exceptional Items (1-2) |
190.489 |
60.272 |
250.759 |
|
4.Other Income |
-- |
-- |
-- |
|
5. Profit Before Finance Costs & Exceptional Items (3+4) |
190.489 |
60.272 |
250.759 |
|
6. Finance Costs |
11.621 |
25.622 |
37.242 |
|
7. Profit after Finance Cost but before exceptional items (5-6) |
178.868 |
34.650 |
213.517 |
|
8. Exceptional Items |
(0.025) |
-- |
-- |
|
9. Profit from ordinary activities before Tax (7+8) |
178.843 |
34.650 |
213.492 |
|
10. Tax Expense |
44.711 |
5.891 |
50.601 |
|
11. Net Profit for the period (9-10) |
134.132 |
28.759 |
162.891 |
|
12. Paid up Equity Share Capital (Face Value of Rs.2/- Each) |
261.809 |
261.809 |
241.157 |
|
13. Reserves excluding Revaluation Reserves |
-- |
-- |
-- |
|
14. Basic and Diluted Earnings Per Share (Rs.) (Not Annualised) |
5.12 |
1.10 |
6.75 |
SELECT INFORMATION
FOR THE QUARTER AND SIX MONTHS ENDED 30TH SEPTEMBER 2013
|
A |
PARTICULARS OF
SHAREHOLDING |
|
|
|
|
|
1 |
Public shareholding |
|
|
|
|
|
|
a. |
Number of shares |
11839965 |
11839985 |
11839965 |
|
|
b. |
Percentage of shareholding |
45.22 |
45.22 |
45.22 |
|
2 |
Promoters and
promoter group shareholding |
|
|
|
|
|
|
a. |
Pledged/Encumbered |
|
|
|
|
|
Number of shares |
-- |
-- |
-- |
|
|
|
|
Percentage of shares (as a % of the total shareholding of promoter and promoter group) |
-- |
-- |
-- |
|
|
|
Percentage of shares (as a % of the total share capital of the Company) |
-- |
-- |
-- |
|
|
b. |
Non-encumbered |
|
|
|
|
|
Number of shares |
14340923 |
14340923 |
14340923 |
|
|
|
|
Percentage of
shares (as a % of the total shareholding of promoter and promoter group) |
100 |
100 |
100 |
|
|
|
Percentage of shares
(as a % of the total share capital of the Company) |
54.78 |
54.78 |
54.78 |
STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(Rs. In Millions)
|
Particular |
30.09.2013 |
|
EQUITY AND
LIABILITIES |
|
|
Shareholders’
funds |
|
|
(a) Share capital |
261.809 |
|
(b) Reserves and surplus |
1923.499 |
|
Sub-total
- Shareholders' funds |
2185.308 |
|
|
|
|
Non-current
liabilities |
|
|
(a) Long-term borrowings |
1131.939 |
|
(b) Deferred Tax Liabilities (Net) |
184.726 |
|
(c) Other long-term liabilities
|
176.015 |
|
Sub-total
- Non-current liabilities |
1492.680 |
|
|
|
|
Current
liabilities |
|
|
(a) Short-term borrowings |
125.000 |
|
(b) Trade payables |
75.196 |
|
(c) Other current liabilities |
361.740 |
|
(d) Short-term provision |
50.257 |
|
Sub-total - Current
liabilities |
612.193 |
|
TOTAL - EQUITY AND
LIABILITIES |
4290.182 |
|
|
|
|
ASSETS |
|
|
Non-current
assets |
|
|
(a) Fixed assets |
3473.200 |
|
(b) Non-current investments |
78.911 |
|
(c) Long-term loans and advances |
205.909 |
|
(d) Other non-current assets |
0.116 |
|
Sub-total
- Non-current assets Current assets |
3758.136 |
|
Current assets |
|
|
(a) Current investment |
0.222 |
|
(b) Inventories |
0.710 |
|
(c) Trade receivables |
264.018 |
|
(d) Cash and cash equivalents |
163.018 |
|
(e) Short-term loans and advances |
104.078 |
|
Sub-total
- Current assets |
532.046 |
|
TOTAL
- ASSETS |
4290.182 |
NOTE:
1.
The above results ware
reviewad the Audit Cornmiltee and
approved by the board of directors at their meeting held on 29th
October 2013
2.
The statutory auditors have
carried out a limited review of the results for the quarter ended 30th
September 2013.
3.
The above financial
results are in accordance with the accounting policies followed by the company
in preparation of its statutory accounts.
4.
There are no qualifications
raised by the auditors in the limited review report.
5.
There are no separate reportable segments are as
per accounting atandards (AS-17) – segment Reorting.
6.
The company has 147 fitness centers across 76
cities and town in india.
7.
Status of investors complaints for the quarter
ended 30th September, 2013
|
Pending at the
begning of the quarter |
Received during
quarter |
Disposed off
during the quarter |
Remaining
unresolved at the end of the quarter |
|
NIL |
11 |
11 |
NIL |
8. The company has opted to publish only the consolited financial results.
The standlone results of the company will be available for investors
9. The current period figures in this statement have been reported in the
amended formal as per the SEBI circular dated 16th April 2012.
Accordingly previous period / year figures have also been regrouped /
reclassified to confirm with the current period presentation.
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 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 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.61.96 |
|
|
1 |
Rs.101.14 |
|
Euro |
1 |
Rs.85.33 |
INFORMATION DETAILS
|
Information
Gathered by : |
NAY |
|
|
|
|
Report Prepared
by : |
ANK |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILIRY |
1~10 |
8 |
|
--LIQUIDITY |
1~10 |
7 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
63 |
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.