1. Summary Information
|
Country |
India |
||
|
Company Name |
SITI CABLE
NETWORK LIMITED |
Principal Name 1 |
Mr. Subhash Chandra |
|
Status |
Moderate |
Principal Name 2 |
Mr. B.K. Syngal |
|
Registration # |
11-160733 |
||
|
Street Address |
Continental
Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra,
India |
||
|
Established Date |
24.03.2006 |
SIC Code |
-- |
|
Telephone# |
91-22-66971234 |
Business Style 1 |
Distribution |
|
Fax # |
91-22-24900302 / 24900213 |
Business Style 2 |
-- |
|
Homepage |
Product Name 1 |
Television Channels |
|
|
# of employees |
Not Available |
Product Name 2 |
-- |
|
Paid up capital |
Rs. 452,850,000 /- |
Product Name 3 |
-- |
|
Shareholders |
Yes |
Banking |
Axis Bank Limited |
|
Public Limited Corp. |
Yes |
Business Period |
7 Years |
|
IPO |
Yes |
International Ins. |
- |
|
Public |
|
Rating |
B |
|
Related
Company |
|||
|
Relation
|
Country
|
Company
Name |
CEO |
|
Subsidiary Companies |
-- |
Central Bombay Cable Network Limited |
-- |
|
Note |
- |
||
2. Summary
Financial Statement
|
Balance Sheet as of |
31.03.2012 |
(Unit: Indian Rs.) |
|
|
Assets |
Liabilities |
||
|
Current Assets |
3,438,610,000 |
Current Liabilities |
2,258,290,000 |
|
Inventories |
126,490,000 |
Long-term Liabilities |
3,486,850,000
|
|
Fixed Assets |
1,150,920,000 |
Other Liabilities |
16,630,000 |
|
Deferred Assets |
0,000 |
Total Liabilities |
5,761,770,000 |
|
Invest& other Assets |
272,120,000 |
Retained Earnings |
0,000 |
|
|
|
Net Worth |
(773,630,000) |
|
Total Assets |
4,988,140,000 |
Total Liab. & Equity |
4,988,140,000 |
|
Total Assets (Previous Year) |
4,938,030,000 |
|
|
|
P/L Statement as of |
31.03.2012 |
(Unit: Indian Rs.) |
|
|
Sales |
2,457,830,000 |
Net Profit |
(821,370,000) |
|
Sales(Previous yr) |
2,177,560,000 |
Net Profit(Prev.yr) |
(567,100,000) |
MIRA INFORM REPORT
|
Report Date : |
15.03.2013 |
IDENTIFICATION DETAILS
|
Name : |
SITI CABLE NETWORK LIMITED (w.e.f. 03.10.2012) |
|
|
|
|
Formerly Known
As : |
WIRE AND WIRELESS INDIA LIMITED |
|
|
|
|
Registered
Office : |
Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai –
400018, Maharashtra |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2012 |
|
|
|
|
Date of
Incorporation : |
24.03.2006 |
|
|
|
|
Com. Reg. No.: |
11-160733 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 452.850 millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L64200MH2006PLC160733 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMW02947A |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchange. |
|
|
|
|
Line of Business
: |
The Company is engaged in Distribution of Television Channels
through analogue and digital cable distribution network, primary internet and
allied services. |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
B |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
Status : |
Moderate |
|
|
|
|
Payment Behaviour : |
Slow |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is an established company having moderate track record. There appears some huge accumulated losses recorded by the company
which acts as a threat to company’s liquidity. However trade relations are reported as fair. Business is active. Payments
are reported to be slow. The company can be considered for business dealings with great
caution. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – June 30, 2012
|
Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
|
|
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
|
Source
: CIA |
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.
LOCATIONS
|
Registered Office : |
Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai –
400018, Maharashtra, India |
|
Tel. No.: |
91-22-66971234 |
|
Fax No.: |
91-22-24900302 / 24900213 |
|
Website : |
|
|
|
|
|
Corporate Office : |
Building No. FC 09, Gate No. 3, Sector 16A, Film City, Noida – 201304,
Uttar Pradesh, India |
|
Tel. No.: |
91-120-4526700 |
|
Fax No.: |
91-120-4526777 / 4265232 |
|
|
|
|
Regional Office : |
Located at:
|
|
|
|
|
Overseas Office
: |
Located at:
|
DIRECTORS
As on 31.03.2012
|
Name : |
Mr. Subhash Chandra |
|
Designation : |
Chairman cum Managing Director |
|
|
|
|
Name : |
Mr. B.K. Syngal |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Sureshkumar Agarwal |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Amit Goenka |
|
Designation : |
Whole Time Director |
|
|
|
|
Name : |
Mr. Vinod Kumar Bakshi |
|
Designation : |
Independent Director |
KEY EXECUTIVES
|
Name : |
Mr. Suresh Kumar |
|
Designation : |
Company Secretary |
|
|
|
|
Name : |
Mr. Anil Malhotra |
|
Designation : |
Chief Operating Officer |
|
|
|
|
Name : |
Mr. Mahipal Singh Rawat |
|
Designation : |
Chief Operating Officer - Sales & Operations |
|
|
|
|
Name : |
Mr. Sanjay Goyal |
|
Designation : |
Chief Financial Officer |
|
|
|
|
Name : |
Mr. Sanjay Jindal |
|
Designation : |
Vice President - Technical |
|
|
|
|
Name : |
Mr. Colonel Pankaj Dhingra |
|
Designation : |
Vice President – Human Resources |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.12.2012
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
|
|
|
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
1021000 |
0.23 |
|
|
262040427 |
57.95 |
|
|
263061427 |
58.17 |
|
|
|
|
|
|
22181000 |
4.90 |
|
|
22181000 |
4.90 |
|
Total shareholding of Promoter and Promoter Group (A) |
285242427 |
63.08 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
11902706 |
2.63 |
|
|
15534 |
0.00 |
|
|
4001 |
0.00 |
|
|
26659250 |
5.90 |
|
|
38581491 |
8.53 |
|
|
|
|
|
|
31617627 |
6.99 |
|
|
|
|
|
|
72636851 |
16.06 |
|
|
21617866 |
4.78 |
|
|
2516653 |
0.56 |
|
|
7575 |
0.00 |
|
|
750 |
0.00 |
|
|
2496325 |
0.55 |
|
|
12002 |
0.00 |
|
|
1 |
0.00 |
|
|
128388997 |
28.39 |
|
Total Public shareholding (B) |
166970488 |
36.92 |
|
Total (A)+(B) |
452212915 |
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) |
452212915 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
The Company is engaged in Distribution of Television
Channels through analogue and digital cable distribution network, primary
internet and allied services. |
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
|||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||
|
Bankers : |
·
Axis Bank Limited ·
IDBI Bank Limited ·
ICICI Bank Limited |
|||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||
|
Facilities : |
Note 9.95% p.a Secured
Redeemable Non-Convertible Debenture Non convertible debentures are secured by ranking pari
passu mortgage and/ or charge/assignment of all the Company's immovable
properties, present and future and all the Company's movable, including
movable From Axis Bank Term loans are secured by Pari-passu charge on entire movable, both present and future, of the Company and on the receivables, cash and account of the company. Also secured by corporate guarantee of ZEELfor maintaining revolving Debt Service Reserve Account (DSRA) for 1 quarter of the interest and principal repayment to be funded 10 days before each due date, for the entire tenure of the loan.
From IDBI Bank Term loans are secured by mortgage and charge in favour of lender in a form satisfactory to the lender of all the borrowers immovable properties, both present and future, and as well as movable properties and charge by way of hypothecation and/ or pledge of the borrowers current assets. Also secured by corporate guarantee of ZEEL. Maintenance of Debt Service Rerserve Account (DSRA) for 2 quarters interest. The loan carries interest rate of the bank's prime lending rate payable on monthly basis. The loan are payable in 16 quarterly installment starting from the end of the one year from the date of disbursement. From ICICI Bank Term loans are secured by charge by way of hypothecation on the Compnay's current assets which would include stocks and consumable stores and spares and such other movable including books debts, receivables both present and future, in a form and manner satisfactory to the bank, ranking pari passu with other banks/lenders. First charge on all moveable assets of the Company cash and account of the company ranking pari passu with other banks/1enders.Also secured by corporate guarantee of ZEEL for maintaining revolving Debt Service Reserve Account (DSRA) for 1 quarter of the interest and principal repayment to be funded 10 days before each due date, for the entire tenure of the loan. The loan carries interest rate of base rate plus 2.25% pa payable on the monthly basis. The loan payable in 16 quarterly installment starting from the end of the 15 months from the date of first disbursement 8 each of 5% of the loan and 8 each of 7.5% of the loan. Finance Lease
Obligations Secured by hypothecation of vehicles purchased there under. |
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
S.R. Batliboi and Associates Chartered Accountants |
|
|
|
|
Holding Company : |
Bioscope Cinemas Private Limited (effective December 28, 2011) |
|
|
|
|
Subsidiary
Companies : |
v Central Bombay Cable Network Limited v Indian Cable Net Company Limited v Siti Cable Broadband South Limited v Wire and Wireless Tisai Satellite Limited v Master Channel Community Network Private Limited v Siti Vision Digital Media Private Limited v Siti Bhatia Network Entertainment Private Limited (w.e.f. July 1, 2011), v SITI Jind Digital communications Private Limited (w.e.f. October 1, 2011) v SITI Jai Maa Durgee Communications Private Limited (w.e.f. Jan 2, 2012) |
|
|
|
|
Enterprises owned
or significantly influenced by key management personnel or their relatives : |
v Agrani Wireless Services Limited v Dish TV India Limited v Essel Propack Limited v Media Pro Enterprise India Private Limited v Zee Entertainment Enterprises Limited (ZEEL) v Zee News Limited v ZeeTurner Limited v Zee Sports Limited |
CAPITAL STRUCTURE
As on 31.03.2012
Authorized Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
740000000 |
Equity Shares |
Re. 1/- each |
Rs. 740.000millions |
|
10000000 |
Preference Shares |
Re. 1/- each |
Rs. 10.000
millions |
|
|
|
|
|
|
|
Total |
|
Rs. 750.000
millions |
Issued Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
453440038 |
Equity Shares |
Re. 1/- each |
Rs. 453.440 millions |
|
|
Less:- Forfeiture Shares 1227122 Equity shares of Re. 1/- each |
|
Rs. 1.230 millions |
|
23436 |
Preference Shares |
Re. 1/- each |
Rs. 0.020 million |
|
|
|
|
|
|
|
Total |
|
Rs. 452.230 millions |
Subscribed & Paid-up Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
Subscribed and Paid
up Capital |
|
|
|
|
|
|
|
|
|
452212916 |
Equity Shares |
Re. 1/- each |
Rs. 452.210 million |
|
23436 |
Preference Shares |
Re. 1/- each |
Rs. 0.020 million |
|
|
Shares Forfeiture Account |
|
Rs. 0.620 million |
|
|
|
|
|
|
|
Total |
|
Rs. 452.850 million |
Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
|
Equity Shares |
31.03.2012 |
|
|
No of shares |
Rs. in millions |
|
|
453,440,038 (Previous year: 217,217,753) Equity Shares of Re. 1 each |
453.44 |
452.800 |
|
Add: Receipt of Call Money (59,615 equity shares of Re. 1 each, Re. 0.50 received) |
0.03 |
0.030 |
|
Less : 1,227,122 (Previous year nil) Equity shares of Re. 1 each (Re. 0.50 paid up) forfeited during the year |
(1.23) |
(0.620) |
|
Outstanding at the
end of the year |
452.24 |
452.210 |
|
Preference shares |
31.03.2012 |
|
|
No of shares |
Rs. in millions |
|
|
At the beginning of the year |
0.02 |
0.020 |
|
Outstanding at the end of the year |
0.02 |
0.020 |
Terms/ rights attached to equity shares
The company has only one class of equity shares having par value of Re. 1 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.
Terms/ rights
attached to Prefrence shares
The company has only one class of 7.25% Non-Cumulative Redeemable Preference Shares Re.1/- each. The said Preference Shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprise Limited) on December 29, 2006, pursuant to the Scheme of Arrangement for demerger of Cable Business Undertaking of Zee Telefilms Limited approved by the Hon’ble Bombay High Court vide its order dated 17th November, 2006. Initially, as per the terms of the issue and allotment the said Preference Shares were due for redemption on December 29, 2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said Preference Shares was varied by extending the period of redemption by another 3 years i.e. till December 29, 2011. Later on, on June 6, 2011 these shares were transferred to Churu Enterprises LLP. by Zee Entertainment Enterprises Limited. Period for redemption of preference shares has been extended till December 29, 2016 by another period of five years by Churu Enterprises LLP. In the event of liquidation of the company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.
Shares held by
holding/ ultimate holding company and/ or their subsidiaries/ associates
Out of Equity and preference shares issued by the Company, shares held by its holding company, ultimate holding company and their subsidiaries/ associates are as below:
|
Equity Shares |
31.03.2012 Rs. In millions |
|
Bioscope Cinemas Private Limited, the immediate holding company, effective December 28, 2011. (262,040,427(previous year Nil) equity shares of Re. 1 each fully paid up)) |
262.040 |
|
|
|
Details of
shareholders holding more than 5% shares in the company
|
Particulars |
31.03.2012 |
|
|
No of shares |
Rs. in millions |
|
|
Churu Enterprises LLP |
23436 |
100% |
|
Zee Entertainment Enterprise Limited |
-- |
-- |
|
Equity shares |
31.03.2012 |
|
|
No of shares |
% of Holding |
|
|
Bioscope Cinemas Private Limited, the immediate |
|
|
|
Holding company |
262040427 |
57.95% |
|
Jayneer Capital Private Limited |
-- |
-- |
|
Premier finance and trading Company Limited |
-- |
-- |
|
Churu Trading Company Private Limited |
-- |
-- |
|
Prajatma trading Company Private Limited |
-- |
-- |
As per of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents legal ownerships 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 |
452.850 |
452.820 |
335.350 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
0.000 |
0.000 |
1967.610 |
|
|
4] (Accumulated Losses) |
(1226.480) |
(405.680) |
(4042.930) |
|
|
5] Stock Option Outstanding |
-- |
-- |
5.390 |
|
|
NETWORTH |
(773.630) |
47.140 |
(1734.580) |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
3486.850 |
2305.420 |
3520.030 |
|
|
2] Unsecured Loans |
0.000 |
0.000 |
1234.590 |
|
|
TOTAL BORROWING |
3486.850 |
2305.420 |
4754.620 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
2713.220 |
2352.560 |
3020.040 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1150.920 |
1033.920 |
1163.120 |
|
|
Capital work-in-progress |
31.840 |
53.520 |
65.690 |
|
|
|
|
|
|
|
|
INVESTMENT |
240.280 |
201.870 |
114.500 |
|
|
DEFERRED TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
126.490
|
373.570 |
520.160 |
|
|
Sundry Debtors |
720.280
|
771.480 |
802.420 |
|
|
Cash & Bank Balances |
656.750
|
880.900 |
350.470 |
|
|
Other Current Assets |
324.710
|
368.520 |
0.000 |
|
|
Loans & Advances |
1736.870
|
1254.250 |
1395.100 |
|
Total
Current Assets |
3565.100
|
3648.720 |
3068.150 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
1037.470
|
830.430 |
805.650 |
|
|
Other Current Liabilities |
1220.820
|
1738.220 |
699.680 |
|
|
Provisions |
16.630
|
16.820 |
16.940 |
|
Total
Current Liabilities |
2274.920
|
2585.470 |
1522.270 |
|
|
Net Current Assets |
1290.180
|
1063.250 |
1545.880 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
130.850 |
|
|
|
|
|
|
|
|
TOTAL |
2713.220 |
2352.560 |
3020.040 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
2457.830 |
2177.560 |
1938.740 |
|
|
|
Other Income |
206.650 |
94.880 |
79.550 |
|
|
|
TOTAL (A) |
2664.480 |
2272.440 |
2018.290 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Carriage sharing, Pay channel and related costs |
1468.680 |
1314.1000 |
|
|
|
|
Cost of goods sold |
108.280 |
73.960 |
2692.780 |
|
|
|
Employee benefits expense |
196.160 |
195.450 |
|
|
|
|
Other Expenses |
666.840 |
510.250 |
|
|
|
|
Exceptional items |
231.500 |
0.000 |
|
|
|
|
TOTAL (B) |
2671.460 |
2093.760 |
2692.780 |
|
|
|
|
|
|
|
|
Less |
PROFIT/(LOSS)
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
(6.980) |
178.680 |
(674.490) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
565.210 |
566.430 |
673.260 |
|
|
|
|
|
|
|
|
|
|
PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION
(C-D) (E) |
(572.190) |
(387.750) |
(1347.750) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
236.780 |
172.960 |
390.340 |
|
|
|
|
|
|
|
|
|
|
PROFIT/(LOSS) BEFORE TAX (E-F) (G) |
(808.970) |
(560.710) |
(1738.090) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
12.400 |
6.390 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT/(LOSS) AFTER TAX (G-H) (I) |
(821.370) |
(567.100) |
(1738.090) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(4610.030) |
(4042.930) |
(2304.840) |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
(5431.400) |
(4610.030) |
(4042.930) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Carriage Income |
23.700 |
13.140 |
13.130 |
|
|
TOTAL EARNINGS |
23.700 |
13.140 |
13.130 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Plant and machinery |
76.510 |
12.140 |
1.790 |
|
|
|
STB |
14.470 |
0.000 |
0.000 |
|
|
|
Computer Software |
30.780 |
0.000 |
0.000 |
|
|
TOTAL IMPORTS |
121.760 |
12.140 |
1.790 |
|
|
|
|
|
|
|
|
|
|
Earnings/(Loss) Per Share (Rs.) |
(1.82) |
(1.30) |
(6.33) |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2012 |
30.09.2012 |
31.12.2012 |
|
|
1st Quarter |
2nd Quarter |
3rd Quarter |
|
Net Sales |
750.000 |
886.000 |
968.500 |
|
Total Expenditure |
650.500 |
836.800 |
798.600 |
|
PBIDT (Excl OI) |
99.500 |
49.100 |
169.900 |
|
Other Income |
11.200 |
109.200 |
13.700 |
|
Operating Profit |
110.700 |
158.300 |
183.600 |
|
Interest |
175.600 |
194.800 |
242.400 |
|
Exceptional Items |
0.000 |
0.000 |
(51.800) |
|
PBDT |
(64.900) |
(36.500) |
(110.600) |
|
Depreciation |
70.300 |
82.700 |
101.300 |
|
Profit Before Tax |
(135.100) |
(119.200) |
(211.900) |
|
Tax |
0.000 |
0.000 |
0.000 |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
(135.100) |
(119.200) |
(211.900) |
|
Extraordinary Items |
0.000 |
0.000 |
0.000 |
|
Prior Period Expenses |
0.000 |
0.000 |
0.000 |
|
Other Adjustments |
0.000 |
0.000 |
0.000 |
|
Net Profit |
(135.100) |
(119.200) |
(211.900) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
(30.83)
|
(24.96) |
(86.12) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(32.91)
|
(25.75) |
(89.65) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(17.15)
|
(11.97) |
(41.08) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
1.05
|
(11.89) |
1.00 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
(4.51)
|
48.91 |
(2.74) |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.57
|
1.41 |
2.02 |
LOCAL AGENCY FURTHER INFORMATION
|
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 |
CORPORATE INFORMATION
Subject was incorporated in the state of Maharashtra, India. The Company is engaged in Distribution of Television Channels through analogue and digital cable distribution network, primary internet and allied services.
The Company’s accumulated losses aggregate to Rs. 5431.400 million as at March 31, 2012 (Rs. 4610.030 million as at March 31, 2011) while the shareholders’ funds are Rs. 4657.770 million (Rs. 4657.170 million as at March 31, 2011). This has resulted in complete erosion of net worth of the Company.
In view of new Digitisation policy announced by TRAI, which requires all Multi System Operators (MSOs) to convert the entire Analogue universe into digital by March 31, 2014 in a phased manner; starting from four metros, which are to be converted into digital by June 30, 2012; the Company expects to increase / expand the subscriber base of its analogue business; which will yield higher subscription income and improve operational efficiency. Further, the Company has been focusing on increasing its presence in Central India. The approved business plan of which is under implementation by the Company, the benefit of which will accrue in future years. Based on the new business plan, the Company expects to have positive cash flows and earnings before interest, depreciation and tax (EBIDTA) from perations from year 2012-13.
Based on the above, management expects to earn higher revenues and improved profitability which will enable the Company to strengthen its financial position. Also the Parent Company (including the promoters and shareholders of parent company) has provided assurance that it intends to provide financial and operational support to the Company, to continue its operations for the foreseeable future. Based on above, the management is of the opinion that it is appropriate to prepare these financial statements on going concern basis.
BUSINESS OVERVIEW
Subject is one of
India’s largest Multi System Operator (MSO), with 54 analogue and 13 digital
head ends and a network of more than 12000 Kms of optical fiber and coaxial
cable, it provides its cable services in India’s 58 key cities and the
adjoining areas, reaching out to over 10 million viewers.
The Company
deploys State-of-the-art technology for delivering multiple TV signals to
enhance consumer viewing experience through multiple products ranging from
Analogue Cable Television, Digital Cable Television, Broadband and Local
Television Channels. The Company has been providing services in analogue and
digital mode, armed with technical capability to provide features like Video on
Demand, Pay per View, Electronic Programming Guide (EPG) and gaming through a
Set Top Box (STB). All products are marketed under SITI brand name.
During the year,
the Company has maintained strong momentum and strengthened the operations.
Majority of Company’s Analog Business units are operationally self-sustainable,
resulting in operational profits. While on one hand, the Company expanded its
business and ground presence by starting operations in newer areas, on the
other hand, it undertook strategic cost reduction initiatives to enhance
efficiencies and optimize resources.
Every opportunity
has been exploited to streamline operations, realign corporate and regional
functions, reducing overhead costs, increase focus and accountability of the
Company’s leadership team and improve performance of their core service lines.
Media and
Entertainment Industry
According to FICCI-KPMG Indian Media and Entertainment Industry Report, 2011 has been a dynamic year for the Indian Media and Entertainment Industry – A year in which the transformation of the industry began to take hold.
The Indian Media and Entertainment (M&E) industry has registered a growth of 12 percent over 2010 to reach INR 728 billion. This double digit growth was backed by strong media consumption in Tier 2 and Tier 3 cities, continued growth of regional media and fast increasing new media businesses. As the industry braces for exciting times ahead, the sector is projected to grow at a Compounded Annual Growth Rate (CAGR) of 14.9 percent to touch INR 1,457 billion by 2016. The potential for increase in media penetration, growing importance of regional markets, increasing consumption in tier 2 and 3 cities, impact of regulatory changes, more focused consumer research, innovation in content, marketing and delivery platforms to serve different niches, increasing device penetration like mobiles, tablets, PCs etc., all point towards a very positive future for the industry.
Cable TV Industry
In sync with overall growth scenario cable television has also registered an impressive escalation over last year. The total number of TV households grew from 138 million in 2010 to 146 million by the end of 2011, showing an increase of 5.8 percent. The penetration of Cable and Satellite (C&S) households increased from 78 percent of total TV households in 2010 to 81 percent in 2011. The overall number of C&S households increased by 11 million during 2011 to reach 119 million, registering a growth of 10 percent over last year.
The cable television industry in India is poised for one of its most significant developments in the last decade – a
transformation to the Digital Addressable System (DAS) for television distribution.
The Cable Television Networks (Regulation) Amendment Act, 2011 has made it mandatory for switch-over of the existing analogue Cable TV networks to Digital Addressable System (DAS) by December 2014 in a phased manner. As per the mandate four metros viz. Delhi, Mumbai, Kolkata and Chennai have to shift to digital cable by October 2012. The next phase will include cities with population greater than one million to make the transition by March 2013. All urban areas are expected to shift from analogue to digital cable by September 2014 and the rest of the country by December 2014. Digitization is being seen as the game changer for the entire Indian TV industry, as it will reduce under reporting, brings in transparency and boost in subscription revenue in the industry and it will be win-win situation for all stakeholders. The Consumers will benefit the most with more channels of their choice besides sharper pictures and better sound quality. And further scope of receiving host of Value Added Services (VAS) like MOD, Broadband etc.
CHANGE IN SUBSCRIBED
AND PAID UP EQUITY CAPITAL CONSEQUENT UPON FORFEITURE
During the year, due to non-payment of first and final call money, the Board had in accordance with the terms of Rights issue and in accordance with Articles of Association of the Company, forfeited 12,27,123 partly paid-up equity, shares, resulting in reduction of paid-up share capital of the Company from Rs. 452.83 million comprising of 45,22,12,915 fully paid equity share of Rs. 1 each and 12,27,123 partly paid equity shares of Rs. 1 each ( paid up to Rs. 0.50 per share ) to Rs. 452.210 million comprising of 45,22,12,915 equity shares of Rs.1 each.
MANAGEMENT DISCUSSION
AND ANALYSIS
ECONOMIC REVIEW
GLOBAL ECONOMY
The year 2011 turned out to be a year of subdued growth for the world economy. International Monetary Fund has estimated the global GDP to have grown by 3.9% in 2011.Faced with daunting challenges in their respective domestic and regional spheres, advanced economies' GDP growth slowed down to 1.6%. Sovereign debt crisis in the euro zone deepened and the US's sovereign rating got downgraded. The US economy is estimated to have recorded a GDP growth ofl.7%according to US Bureau of Economic Affairs. Leading the global economic growth once again were the emerging economies. Emerging economies showed tremendous resilience in arresting any major slowdown in their growth momentum and recorded a GDP growth of 5.7% in2011.
INDIAN ECONOMY
The upheaval in global economy had a trickle-down effect on Indian Economy too. Financial Year 2011-12 (FY 12) for India was characterised by 4 critical issues namely higher commodity prices in the global markets leading to sustained higher levels of inflation in domestic markets; a regime of sustained increase in an already higher level of interest rates in order to control inflation; an atmosphere of policy paralysis with regard to implement reforms on key sectors; and a sharp appreciation of US Dollar against Indian Rupee. Consequently, investment and business sentiments of the corporate sector stood dampened with the focus shifting on managing efficiencies and protecting margins. Growth in consumer demands slowed down with a sharp impact on borrowing-linked products like automobile and real estate. With divestment plans of the central government getting deferred owing to weak sentiments in the stock markets, India's fiscal deficit reached a high levelof5.9%ofGDPforFY12.
Thanks to the much talked about strong fundamentals of Indian economy and resilience of Indian corporate, Indian economy managed to post a reasonable GDP growth of 6.5% in FY 12as indicated in the Revised Estimates of Central Statistical Office (CSO).
INDUSTRY OVERVIEW
INDIAN TELEVISION
INDUSTRY
Television is the largest medium for media and entertainment delivery in India in terms of revenue, representing around 45 % of the total media and entertainment industry. The TV industry continues to have more scope for further growth over the coming years, as television penetration in India is still at approximately 60% of total households, according to FICCI-KPMG report 2012.
TELEVISION CONTENT
DISTRIBUTION
The Cable and Satellite (C&S) T V distribution industry has reached an estimated119 million cable T V homes in 2011. From 20 pay channels in 1995, there are more than 800channels registered with Ministry of Information and Broadcasting (I&B), out of which around 167 are pay channels. The conventional analogue cable system under which there are more than 60,000 local cable operators (LCOs) in the country, still holds the leadership in the value chain, with over 65% market share.
FY 12 was a period in which the transformation of Cable and Satellite (C&S) began to take shape. The digitization of cable T V distribution got underway with the Telecom Regulatory Authority of India (TRAI) mapping out the guidelines for complete roll out of digitization across the country in another two years, in phases. The industry is now just a step away from digitization, as the industry undergoes landmark regulatory changes, from November this year in four cosmopolitan cities. The potential for increase in media penetration, growing importance of regional markets and increasing consumption in tier 2and 3 cities apart from impact of regulatory changes are likely to play a key role in the same.
The television is expected to have higher consumer research, more innovation in content, better quality to serve different niches, raising scope towards a bright future for the C&S distribution industry. The quality of reception on television has gradually improved with the evolution of DTH and subsequently the IPTV, beamed in digitalmode. The exceptional growth in number of TV channels, combined with some limitations ofthe analogue cable TV systems has posed several challenges and concerns for the C&S distribution industry sector, coming from analogue cable distribution system.
Cable operators in a Digital Access System (DAS) regime would be legally bound to transmit only digital signals, which would replace analogue cable system presently used by Local Cable Operators (LCOs). Each user in the network would be uniquely identifiable to the service provider, leaving no scope for avoiding service tax and making the TAM and TRP system more acceptable in television broadcast. Digital television is expected to provide the consumer the access to higher number of TV channels, customized tariffs, availability of broadband and other value-added-services. All of these would provide enhanced user experience through better viewing quality and consumer service. The advantages ofdigitization over conventionally used analogue signals by LCOs would include:
• High capacity to carry more number of channels
• Efficient carrying capabilityofvoiceand data
• Possibility of interactivity
• Enhanced picture and sound quality
• Accountability
• Last mile and satellite based connectivity (in case of DTH)
• Bypass the constraints of terrestrial transmission (in case of DTH)
With the consumers realizing the potential advantages of digital TV distribution, a large scale voluntary shift in priorities of consumers ahead of the mandatory digitization in cosmopolitan and urban areas has already taken place over the past two to three years. The same is visible, considering the DTH households had increased to 26 million in the country in 2010, from 14 million in 2009, recording an exponential growth of 86% . On the other hand, the compounded average growth rate of cable households using the conventional analogue system through LCOs remained limited to just 2%till 2010.
The entire changeover to digitization would eliminate the pilferage, presently very common at LCOs level, to avoid proper reporting of number of subscribers and avoiding the servicer tax mopped up government from C&S industry. The new Digital Addressable System (DAS) has the support of key stake holders including the government, the broadcasters and the Multi-System Operators (MSOs). The Local Cable Operator (LCO) is likely to be most affected by digitization and may hence resist this move. However given the mandatory shift to digitization and inherent difficulty in managing the large investments required to fund this move, the LCOs appear to have limited options, apart from aligning with the MSOs.
However, according to a projections from Media Partners Asia (MPA), the transition of country from a more popular and cheaper analogue system of cable T V distribution to complete digitization would remain a highly capital intensive proposition. The same would involve laying up of more optical fibre cables by MSOs and Internet Service Providers(ISPs) across the country and extending them to rural areas in the last phase.
The benefits of this infrastructure up-grade would reap in through the opening up of new revenue models and value added services for digital service providers by offering high definition quality picture, gaming opportunities, broadband and also the internet telephony.
FICCI-KPMG report 2012 suggests that the LCOs may get marginalised in the process of transition and more consolidation may follow in this segment, which is now generating65-70% in an era of pre-digitization. The revenue share of entire value chain involved in distribution of C&S T V in an era of complete digitization after stabilization will get completely overhauled. The same is projected to become as under by year 2016:
|
Stakeholder Revenue (%) |
Pre Digitization |
Post 2016 |
|
LCO |
65-70% |
35-50% |
|
Distributor |
5% |
5% |
|
MSO |
15-20% |
25-30% |
|
Broadcaster |
10-15% |
30-35% |
The transition in revenue mix post phase of investments in different regions through laying optical fibre cables would translate in reaping benefits for the MSOs. To sum up, the consumers, the MSOs, the DTH service providers and the government will be set to gain following the next three years of transition. This will be the case once the entire transformation takes place, and consolidation takes shape.
COMPANY OVERVIEW
Subject is a Multi System Operator (MSO) engaged in distribution of TV content, broadband internet and various Value Added Services (VAS)across 58 prospering cities in India. With a network infrastructure of 13 digital head ends, 54 analogue head ends, 12,000 kms of optical fibre and affiliation of over 4000+LCOs; WWIL serves 10 million customers. It belongs to Essel Group, India's leading business conglomerate with strong business presence across media and entertainment broadcasting, TV content distribution, print media, infrastructure development and packaging among others.
WWIL's consumer offerings include digital and analogue cable TV content, broadband internet, local TV channels, Video on Demand, Electronic Programming Guide and Gaming. Allits services are offered under 'SITI' brand. As a professionally managed organisation, its senior management team is assisted by a strong employee pool of 350 people.
WWIL IN FY 12
OPERATIONS OVERVIEW
Subject continued to expand its operations through a judicious mix of consolidation and strategic expansions across the country in FY 12. The company strengthened its base across UP, Delhi, Jharkhand, Bihar, Assam, Madhya Pradesh and West Bengal during the year. They added cities like Indore, Bhopal, Jaipur and Jabalpur also in their country wide network.
During the year, Subject continued to make process and technological advancements in its operations which were aimed at checking pilferage in the distribution value chain and enhancing the service experience and variety to the end consumer. It has leveraged IP based delivery platform for centralized distribution of encrypted signals on its digital networks. It has also centralized its customer care function with a dedicated24x7 Customer Care Centre. Besides enhancing service quality to consumers, centralized customer care also brings in better efficiency and cost management. The company has also started increasing the mbps capacity of its digital network from STM 4 (600 mbps) to STM16 (2500 mbps) towards scaling up its channel transmission capabilities from existing 400channels to 1000 channels in future.
OUTLOOK
WWIL features amongst top MSOs in India with a strong pan-India presence, substantial subscriber base, well defined framework of LCO engagement, significant TV content and internet distribution infrastructure, and a formidable talent pool. Ensuing digitization presents a multiplier growth opportunity to WWIL and it is right positioned to make the most of unfolding opportunities while pursuing growth through organic and inorganic routes. It is making continuous investments in everaging technology and IT as a business advantage. Its R&D focus on new product offerings as well as process integration is poised to further enhance its revenues and profitability.
Current phase of digitization will also help in driving consumer preferences for various Value Added Services (VAS) including broadband, IPTV, video on demand, gaming on demand and so on. With pioneering presence in all these segments, WWIL is well positioned to increase the share of VAS revenues in its overall revenues. Another facet of WWIL's operations has been its continuous focus on cost discipline at an operational level and investment in capacity enhancement and service improvement. Based on these factors, WWIL's usiness outlook appears immensely promising over the coming years.
CONTINGENT
LIABILITY AS ON 31.03.2012
Claims against the Company not acknowledged as debts Rs. 62.840 million (Previous Year Rs. 62.804 million)
The Company had agreed to purchase the running business of Franchnet Cable Network for a total sum of Rs. 1.800 million, however Franchnet Cable Network alleged that siti cable has not supplied material /equipments etc to them to upgrade the network. The matter was referred to Arbitration Tribunal. Arbitration Tribunal has pronounced award against the Company. The Company has already filed an appeal before Mumbai High court. The appeal has been admitted and part hearing has been done. The case is now pending for further arguments. Franchnet had claimed Rs. 61.200 million as compensation /damages against the company.
Rs. 1.250 million on account of demand raised by Kanpur Nagar Nigam Limited towards pole tax.
Rs. 0.390 million on account of claim raised by Om Commvision Network Private Limited u/s 138 of the Negotiable Instruments Act.
Based on the discussions with the solicitor/expert, the management feels that the Company has a strong chance of success in above mentioned cases and hence no provision there against is considered necessary.
The Company has undertaken to provide continuing financial support to subsidiaries (including in the previous
year).
FIXED ASSETS
v
Tangible
Assets
- Building
- Plant and Machinery
- Computers
- Office Equipment
- Furniture and Fixtures
- Air conditioners
- Studio Equipment
- Vehicles
- STB'S
- IRD Boxes
v
Intangible
Assets
- Goodwill
- Program/ Film / Cable Rights
- Computers Software
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 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.54.44 |
|
|
1 |
Rs.81.33 |
|
Euro |
1 |
Rs.70.50 |
INFORMATION DETAILS
|
Report Prepared
by : |
MRI |
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.