|
Report Date : |
29.01.2013 |
IDENTIFICATION DETAILS
|
Name : |
VODAFONE WEST LIMITED (w.e.f.15.10.2011) |
|
|
|
|
Formerly Known
As : |
VODAFONE ESSAR GUJARAT LIMITED (w.e.f.28.06.2007) FASCEL LIMITED |
|
|
|
|
Registered
Office : |
6th Floor, Sakar II, Ellisbridge 6, Ahmedabad – 380006, Gujarat |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2012 |
|
|
|
|
Date of
Incorporation : |
14.03.1995 |
|
|
|
|
Com. Reg. No.: |
04-035282 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 5000.000
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U32100GJ1995PLC035282 |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACF1190P |
|
|
|
|
Legal Form : |
A Closely Held Public Limited Liability Company |
|
|
|
|
Line of Business
: |
Subject is engaged in providing mobile telephony services in the
Gujarat Circle. |
|
|
|
|
No. of Employees
: |
Information declined by management |
RATING & COMMENTS
|
MIRA’s Rating : |
A (62) |
|
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 139000000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a subsidiary of ‘Vodafone India Limited’. It is a
well-established and a reputed company having a fine track record. It is a
leading Indian mobile operator. There appears some dip in the profits earned during 2012. However, financial position of the company appears to be sound and
healthy. Directors are reported as well-experienced and knowledgeable
businessmen. Trade relations are reported as trustworthy. Business is active.
Payment terms are reported as regular and as per commitments. The company can be considered for business dealings 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
|
Rating Agency Name |
CRISIL |
|
Rating |
Short term rating : A1+ |
|
Rating Explanation |
Very strong degree of safety and lowest credit
risk. |
|
Date |
September 27, 2012 |
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 (91-79-71715000)
LOCATIONS
|
Registered Office : |
6th Floor, Sakar II, Ellisbridge 6, Ahmedabad – 380006, Gujarat, India
|
|
Tel. No.: |
91-79-26578792/ 26577228 |
|
Fax No.: |
91-79-26575990 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Branch and
Zonal Offices : |
Located at: Ř Ahmedabad Ř Baroda Ř Bhavnagar Ř Gandhidham Ř Jamnagar Ř Junagadh Ř Mehsana Ř Rajkot Ř Surat Ř Vapi Ř Godhra |
DIRECTORS
AS ON 28.09.2012
|
Name : |
Mr. Venkatesh Viswanathan |
|
Designation : |
Director |
|
Address : |
D-6, Krishnalaya, 33-1/34, N.S. Mankikar Marg,
Sion Chunnabhatti, Mumbai - 400022, Maharashtra, India |
|
Date of Birth/Age : |
08.07.1968 |
|
Qualification : |
CS , CWA, MBA-Finance (IIM-A) |
|
Date of Appointment : |
09.07.2010 |
|
DIN No.: |
03122706 |
|
|
|
|
Name : |
Mr. Dilip Pal |
|
Designation : |
Director |
|
Address : |
Flat No. 701/702, Khar Pushparaj CHS.
Limited, Plot No.5, 16th Road, Khar West, Mumbai – 400052, Maharashtra, India
|
|
Date of Birth/Age : |
15.02.1966 |
|
Qualification : |
CA, B.Com(H), M.Com |
|
Date of Appointment : |
16.02.2012 |
|
DIN No.: |
05201144 |
|
|
|
|
Name : |
Mr. Naveen Lal Chopra |
|
Designation : |
Director |
|
Address : |
Bharat Bhuvan, 2nd Floor, 711, Linking Road,
Khar West, Mumbai - 400052, Maharashtra |
|
Date of Birth/Age : |
25.04.1960 |
|
Date of Appointment : |
25.06.2012 |
|
DIN No.: |
05307614 |
|
|
|
|
Name : |
Mr. Rohit Adya |
|
Designation : |
Director |
|
Address : |
Flat No. 4, Narendra Bhuvan, Bhulabhai Desai
Road, Mumbai – 400026, Maharashtra |
|
Date of Birth/Age : |
06.09.1956 |
|
Date of Appointment : |
25.06.2012 |
|
DIN No.: |
05308871 |
KEY EXECUTIVES
|
Name : |
Mr. Ashesh Thakore |
|
Designation : |
Secretary |
|
Address : |
1, Sumeru Apartment, 13, Pritam Nagar, Ellis
Bridge, Ahmedabad - 380006, Gujarat, India |
|
Date of Birth/Age : |
12.10.1965 |
|
Date of Appointment : |
11.03.2010 |
|
PAN No.: |
AAIPT6149D |
|
|
|
|
Name : |
Mr. Brajesh Bajpai |
|
Designation : |
Manager |
|
Address : |
B-51, Riviera Elegance, Opposite Sampada Bunglow,
Off. New Corporate Road, Near Prahlad Nagra, Ahmedabad – 380015, Gujarat,
India |
|
Date of Birth/Age : |
13.08.1971 |
|
Qualification : |
B. E./ M.B.A. |
|
Date of Appointment : |
01.04.2012 |
|
PAN No.: |
AAPPB9934P |
|
|
|
|
Name : |
Pushpinder Singh
Gujral |
|
Designation : |
Vice President -
Sales and Marketing Operations |
|
Date of Birth/Age : |
41 year |
|
Qualification : |
S.S.C./H.S.C./B.
E./M.M.S. |
|
Experience : |
19 year(s) and 8
month |
|
|
|
|
Name : |
Ranjan Mishra |
|
Designation : |
Associate Vice
President-Human Resources |
|
Date of Birth/Age : |
42 year |
|
Qualification : |
Post graduate |
|
Experience : |
8 year(s) and 6
month |
|
|
|
|
Name : |
P Mani |
|
Designation : |
Associate Vice
President-Finance |
|
Date of Birth/Age : |
46 year |
|
Qualification : |
S.S.C./H.S.C./C.
A./B. Com. |
|
Experience : |
23 year(s) and 8
month |
|
|
|
|
Name : |
Zahir Wykes |
|
Designation : |
VP – Retail –
Business Experience |
|
Date of Birth/Age : |
46 year |
|
Qualification : |
S.S.C./H.S.C./Post
Graduate Diploma/B. Com. |
|
Experience : |
25 year(s) and 1
month |
|
|
|
|
Name : |
Satyanarayana D.
Rao |
|
Designation : |
Deputy General
Manager-Business Development |
|
Date of Birth/Age : |
39 years |
|
Qualification : |
B. Sc. |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 28.09.2012
|
Names of Shareholders |
|
No. of Shares |
|
Central Depository Services (India) Limited - Beneficiary - Vodafone
India Limited, India |
|
499,999,400 |
|
Vodafone India Limited, India |
|
200 |
|
Pushkaraj Vishnu Joshi Jointly With Vodafone India Limited, India |
|
100 |
|
Vodafone East Ltd. Jointly with Vodafone India Limited, India |
|
100 |
|
Vodafone Mobile Services Limited Jointly with Vodafone India Limited,
India |
|
100 |
|
Vodafone Digilink Limited Jointly with Vodafone India Limited, India |
|
25 |
|
Vodafone South Limited Jointly with Vodafone India Limited, India |
|
50 |
|
Vodafone Cellular Limited Jointly with Vodafone India Limited, India |
|
25 |
|
Total |
|
500,000,000 |
AS ON 28.09.2012
|
Equity Share Breakup |
|
Percentage of Holding |
|
Category |
|
|
|
Bodies
corporate |
|
100.00 |
|
Total |
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject is engaged in providing mobile telephony services in the
Gujarat Circle. |
||||
|
|
|
||||
|
Products : |
|
GENERAL INFORMATION
|
No. of Employees : |
Information declined by management |
||||||||||||
|
|
|
||||||||||||
|
Bankers : |
Not Available |
||||||||||||
|
|
|
||||||||||||
|
Facilities : |
|
||||||||||||
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Financial Institution : |
IL and FS Trust Company Limited, IL and FS Financial Centre, Plot No.
C22 Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra,
India |
|
|
|
|
Auditors : |
|
|
Name : |
Deloitte Haskins and Sells Chartered Accountants |
|
Address : |
Mumbai, Maharashtra, India |
|
Income-tax
PAN of auditor or auditor's firm : |
AACFD4815A |
|
|
|
|
Holding company : |
Vodafone India Limited [U32200MH1992PLC119108] |
|
|
|
|
Ultimate Holding
Company : |
Vodafone Group Plc. |
|
|
|
|
Intermediate
Holding Company : |
Vodafone International Holdings B.V. |
|
|
|
|
Subsidiary
company : |
Vodafone Spacetel Limited [U72200DL1997PLC085764] |
|
|
|
|
Fellow Subsidiary company : |
Ř Vodafone
Overseas Finance Limited Ř Vodafone South
Limited [U74899DL1995PLC074451] Ř Vodafone
Digilink Limited [U64201DL1997PLC088088] Ř Vodafone Cellular
Limited [U64202TZ1995PLC007674] Ř Vodafone East
Limited [U32204WB1992PLC079998] Ř Vodafone India
Services Private Limited [U64201GJ1999PTC059542] Ř Vodafone Group
Services Limited Ř Connect (India)
Mobile Technologies Private Limited [U32202MH1999PTC120818] Ř Vodafone
Investments Luxembourg S.A.R.L. Ř Vodafone Mobile
Services Limited [U64202DL1992PLC088087] Ř Vodafone Shared
Services Limited Ř Vodafone
Infrastructure Limited Ř Vodafone Albania Ř Vodafone Pacific
Pty Limited Ř Vodafone Czech
Republic A.S. Ř Vodafone Egypt Ř Vodafone D2 GmbH Ř Vodafone Panafon
S.A. Ř Vodafone Hungary
Limited. Ř Vodafone Ireland
Marketing Limited Ř Vodafone Malta
Limited Ř Vodafone
Netherlands Ř Vodafone Mobile
NZ Limited Ř Vodafone
Portugal Ř Vodafone Romania
S.A. Ř Vodafone Spain Ř Telsim Mobile
Turkey Ř Vodafone Limited Ř Vodafone Omnitel
N.V. Ř Vodafone Espa?a
S.A. Ř Vodacom Group
(Pty) Limited Ř Vodafone Fiji Ř Vodafone Qatar,
Q.S.C |
CAPITAL STRUCTURE
AS ON 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
750,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 7500.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
500,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 5000.000
Millions |
|
|
|
|
|
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 |
5000.000 |
5000.000 |
5000.000 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
29795.400 |
29474.000 |
26473.400 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
34795.400 |
34474.000 |
31473.400 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
4235.700 |
6096.400 |
6096.400 |
|
|
2] Unsecured Loans |
11841.000 |
8861.100 |
0.000 |
|
|
TOTAL BORROWING |
16076.700 |
14957.500 |
6096.400 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
50872.100 |
49431.500 |
37569.800 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
23606.700 |
24979.200 |
13331.000 |
|
|
Capital work-in-progress |
1173.900 |
765.400 |
569.700 |
|
|
|
|
|
|
|
|
INVESTMENT |
1855.000 |
1855.000 |
1855.000 |
|
|
DEFERRED TAX ASSETS |
127.100 |
265.600 |
504.400 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
0.000
|
0.000 |
0.000 |
|
|
Sundry Debtors |
1013.400
|
647.000 |
1744.600 |
|
|
Cash & Bank Balances |
2468.200
|
622.900 |
567.800 |
|
|
Other Current Assets |
853.600
|
740.500 |
0.600 |
|
|
Loans & Advances |
33152.900
|
29211.300 |
25606.600 |
|
Total
Current Assets |
37488.100
|
31221.700 |
27919.600 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
4192.700
|
3587.300 |
4223.700 |
|
|
Other Current Liabilities |
6693.500
|
4324.600 |
2066.600 |
|
|
Provisions |
2492.500
|
1743.500 |
319.600 |
|
Total
Current Liabilities |
13378.700
|
9655.400 |
6609.900 |
|
|
Net Current Assets |
24109.400
|
21566.300 |
21309.700 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
50872.100 |
49431.500 |
37569.800 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
31334.800 |
27082.800 |
24150.200 |
|
|
|
Other Income |
470.100 |
692.300 |
906.400 |
|
|
|
TOTAL |
31804.900 |
27775.100 |
25056.600 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials consumed |
16812.400 |
14435.400 |
11806.200 |
|
|
|
Employee benefit expense |
653.100 |
575.500 |
602.800 |
|
|
|
Other expenses |
5394.400 |
4666.800 |
3898.000 |
|
|
|
TOTAL |
22859.900 |
19677.700 |
16307.000 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION |
8945.000 |
8097.400 |
8749.600 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES |
1741.300 |
1043.400 |
513.900 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION |
7203.700 |
7054.000 |
8235.700 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
3396.400 |
2980.400 |
2982.700 |
|
|
|
|
|
|
|
|
|
|
EXCEPTIONAL
ITEMS |
2335.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX |
1472.300 |
4073.600 |
5253.000 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
1150.900 |
1048.800 |
1313.900 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
|
321.400 |
3024.800 |
3939.100 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS YEARS’
BALANCE BROUGHT FORWARD |
29474.000 |
26449.200 |
22510.100 |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
29795.400 |
29474.000 |
26449.200 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Roaming Revenue |
164.300 |
163.700 |
209.600 |
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Capital Goods |
2677.100 |
2744.600 |
1242.300 |
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
0.64 |
6.05 |
7.90 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
1.01
|
10.89 |
15.72 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
4.70
|
15.04 |
21.75 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
2.41
|
7.25 |
12.73 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.04
|
0.12 |
0.17 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
0.85
|
0.71 |
0.40 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.80
|
3.23 |
4.22 |
LOCAL AGENCY FURTHER INFORMATION
SUNDRY CREDITORS
DETAILS:
|
Particulars |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
(Rs. In Millions) |
||
|
Other than acceptances |
4192.700 |
3587.300 |
4223.700 |
|
|
|
|
|
|
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 |
No |
UNSECURED LOANS
|
Unsecured Loans |
31.03.2012 |
31.03.2011 |
|
|
(Rs. In Millions) |
|
|
Loans and advances from related parties |
10698.000 |
8404.500 |
|
Loans repayable on demand from banks |
1143.000 |
456.600 |
|
Total |
11841.000 |
8861.100 |
OPERATIONS
The year ended
March 2012 has been a good year for the Company. The favourable revenue
performance was primarily due to both higher Outbound and Inbound Voice and greater
Messaging and Data usage. During the year, the Company has widened its
subscriber base by launch of various segmented products.
The company’s
customer base grew to a landmark 16.0 million subscribers with a growth rate of
11.9% on a year on year basis. The Company continues to be the leading
operator, having a Revenue market share of 36.8% (Includes fixed line revenue
of all operators) as at 31 March 2012 in a very competitive multi-player
market.
During the year
2011-12, the Company has further expanded its network to increase its coverage
and networks continue to perform better against acceptable thresholds for the
major performance parameters. The Company has added 364 more cell sites to
enhance its network coverage, closing with a total of 7,188 cell sites as at 31
March 2012.
OUTLOOK FOR 2012-2013
Intense
competition is expected to continue in FY 2012-13 both in the voice and data
(2G & 3G) space. However, uncertainties on the regulatory front and high
reserve price fixed by the Government for the 2G auction is expected to result
in consolidation in the market. With margins coming under pressure, it is
expected that operators would strengthen the rate per minute further in the
coming year. Vodafone is one among the top multinational consumer brands in
India, and it is expected that subscribers will continue to patronize the
Company for its high customer focus and reliable network.
The revenue from
data is expected to grow significantly in the coming year after the recent
price rationalization and with Company’s enhanced focus on 3G and value added
service. Low price point smart phones and drop in rate per Mb is expected to
result in steep increase in data usage and revenue. In addition, plans to
attract new high value quality customers and retain existing customers are in
place. The focus on cost reduction and working capital improvement will
continue with more rigor in the coming year. Given the strong presence in the
Gujarat circle and brand strength of Vodafone India, your company is confident
of delivering consistent results.
STATUS OF DEMERGER
OF PASSIVE INFRASTRUCTURE ASSETS
Subsequent to the
update provided in our last year's Report, as per the single Judge Order of the
Hon'ble High Court of Gujarat (the "Court") which had not sanctioned
the scheme, the Company had appealed against the Order before the Division
Bench of the said Court.
The Division Bench
of said Court had admitted the Appeal and after several hearings had finally
passed its Order on 27 August 2012 in favour of the Company thereby approving
the demerger of Passive Infrastructure Assets into Vodafone Infrastructure
Limited.
Further, as per
the said Court's Order, a certified true copy of the Order has been filed with
the Registrar of Companies, Guajrat, Dadra and Nagar Haveli (ROC) thereby
giving effect to the Demerger.
SCHEME OF ARRANGEMENT
“The Company had
filed a Scheme of Arrangement (“Scheme”) in the Hon’ble High Court of Gujarat
under Sections 391 to 394 of the Companies Act, 1956 and other applicable laws.
Under the Scheme, with effect from the Appointed Date (which is 1 April 2009),
the Company and Vodafone Essar Limited (VEL), Vodafone Essar Mobile Services
Limited (VEMSL), Vodafone Essar Digilink Limited (VEDL), Vodafone Essar East Limited
(VEEL), Vodafone Essar Cellular Limited (VECL) and Vodafone Essar South Limited
(VESL) are transferring and vesting their respective passive infrastructure
assets to Vodafone Essar Infrastructure Limited (“VEIL”) without any
consideration. All the parties to the Scheme, including the Company and VEIL,
are direct / indirect wholly owned subsidiaries of Vodafone Essar Limited.
In terms of the
Scheme, no liabilities whatsoever, including any contingent liabilities, with
respect to passive infrastructure assets or otherwise subsisting on the
Appointed Date in relation to any period prior to the Appointed Date are
transferred to VEIL.
In the event the
Scheme does not become effective, the Scheme shall be null and void and no
rights and liabilities will accrue or to be incurred by the Company or VEIL or
respective shareholders, creditors, employees or any other person.
The Scheme for the
Company is not yet approved by the Hon’ble High Court of Gujarat and
accordingly, these financial statements do not include adjustments (amounts
presently unascertained), that will arise from the implementation of the
Scheme.”
CONTINGENT
LIABILITIES
(Rs.
in millions)
|
Particulars |
31.03.2012 |
31.03.2011 |
|
Claims against company not acknowledged as debt |
1326.700 |
4090.700 |
|
Guarantees |
672525.900 |
662527.100 |
|
Total contingent
liabilities |
673852.600 |
666617.800 |
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. 53.89 |
|
|
1 |
Rs. 84.93 |
|
Euro |
1 |
Rs. 72.51 |
INFORMATION DETAILS
|
Information
Gathered by : |
JML |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
8 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
8 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
7 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
8 |
|
--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 |
|
62 |
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.