MIRA INFORM REPORT

 

 

Report Date :

28.05.2013

 

IDENTIFICATION DETAILS

 

Name :

ZOOM ENTERTAINMENT NETWORK LIMITED (w.e.f. 26.07.2007)

 

 

Formerly Known As :

ZOOM ENTERTAINMENT NETWORK PRIVATE LIMITED (w.e.f. 28.05.2007)

BHAVANI SHARES AND STOCKS PRIVATE LIMITED

 

 

Registered Office :

First Floor, Trade Garden, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

11.07.2006

 

 

Com. Reg. No.:

11-163048

 

 

Capital Investment / Paid-up Capital :

Rs. 176.426 millions

 

 

CIN No.:

[Company Identification No.]

U74992MH2006PLC163048

 

 

PAN No.:

[Permanent Account No.]

AAACZ2897B

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Providing Entertainment Services.

 

 

No. of Employees :

70 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (42)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a wholly owned subsidiary of Bennett Coleman and Company Limited. It has a satisfactory track record.

 

Company has been successful in reducing the accumulated losses during 2012. Profit appears to be low.

 

However, the subject gets strong managerial and financial support from the holding company.

 

Trade relations are fair. Business is active. Payments are recorded as slow but correct.

 

In view of experienced promoters and directors, the company can be considered normal 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.

 

 

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 PARTED BY (GENERAL DETAILS)

 

Name :

Mr. Karan

Designation :

Accounts Department

Contact No.:

91-22-24810000

Date :

25.05.2013

 

 

LOCATIONS

 

Registered Office :

First Floor, Trade Garden, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India

Tel. No.:

91-22-24810000 / 66353535

Fax No.:

91-22-24908711 / 24990307

E-Mail :

jyothi.sureshkumar@timesgroup.com

Website :

www.zoomtv.in / www.zoom-television.com

Location :

Owned

 

 

DIRECTORS

 

As on 09.07.2012

 

Name :

Mr. Ravi Dhariwal

Designation :

Director

Address :

Aashray Farm, iihatti Mines, Asoia Village, New Delhi-110030, India

Date of Birth/Age :

11.09.1952

Qualification :

MBA, B. TECH

Date of Appointment :

25.11.2009

DIN No.:

00003922

 

 

Name :

Mr. Vineet Jain

Designation :

Director

Address :

15, Motilal Nehru Marg, New Delhi, New Delhi-110011, India

Date of Birth/Age :

12.02.1966

Qualification :

Management Graduate

Date of Appointment :

07.05.2007

DIN No.:

00003962

 

 

Name :

Mr. Bhaskar Das

Designation :

Director

Address :

C-l Queen's View, 28/30, Walkeshwar Road, Mumbai-400006, Maharashtra, India

Date of Birth/Age :

08.05.1953

Date of Appointment :

28.05.2007

DIN No.:

00055594

 

 

Name :

Mr. Sunil Lulla

Designation :

Director

Address :

27 Punam, 67 Napean Sea Road, Mumbai-400006, Maharashtra, India

Date of Birth/Age :

27.01.1961

Qualification :

Masters In Management Studies

Date of Appointment :

21.05.2010

DIN No.:

00110266

 

 

Name :

Mr. Shankar Narayan Ranganathan

Designation :

Director

Address :

103, Solitaire Hiranandani Gardens, Powai, Mumbai-400076, Maharashtra, India

Date of Birth/Age :

19.07.1959

Date of Appointment :

21.05.2012

DIN No.:

02804788

 

 

KEY EXECUTIVES

 

Name :

Ms. Shweta Chaturvedi

Designation :

Secretary

Address :

Flat 1004, MWing, Bhoomi Park, Phase -3, Maive Road, Malad West,

Mumbai-400095

Date of Birth/Age :

12.01.1978

Date of Appointment :

22.05.2008

PAN No.:

AFCPC1167P

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 09.07.2012

 

Names of Equity Shareholders

 

No. of Shares

Bennett Coleman and Company Limited, India

 

2642561

Kaushik Nath Jointly with Bennett Coleman and Company Limited, India

 

10

Sridhar Mahadevan Jointly with Bennett Coleman and Company Limited, India

 

10

K.N. Srivathsan Jointly with Bennett Coleman and Company Limited, India

 

10

Vijay Devadiga Jointly with Bennett Coleman and Company Limited, India

 

10

P. S Viswanathan Jointly with Bennett Coleman and Company Limited, India

 

10

Ms. Shweta Chaturvedi Jointly with Bennett Coleman and Company Limited, India

 

10

Total

 

2642621

 

 

Names of Preference Shareholders

 

No. of Shares

Bennett Coleman and Company Limited, India

 

15000000

Total

 

15000000

 

 

As on 09.07.2012

 

Equity Share Break up (Percentage of Total Equity)

 

Category

Percentage of Holding

Bodies corporate

100.00

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Providing Entertainment Services.

 

 

Products :

Item Code No.

Product Description

99836320

Sale of TV and Radio advertising Time

 

 

Terms :

 

Selling :

Credit

 

 

Purchasing :

Credit

 

 

GENERAL INFORMATION

 

Customers :

End Users

 

 

No. of Employees :

70 (Approximately)

 

 

Bankers :

Not Divulged

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Lodha and Company

Chartered Accountants

Address :

6, Karim Chambers, 40 A Doshi Marg (Hamam Street)

PAN No.:

AABFL1894Q

 

 

Holding company :

Bennett Coleman And Company Limited

CIN No.: U22120MH1913PLC000391

 

 

Associate :

Bennett Property Holdings Company Limited

CIN No.: U70102MH2010PLC211087

 

 

Fellow Subsidiary company :

  • Times Global Broadcasting Company Limited

CIN No.: U32109MH1986PLC168454

 

  • Times Internet Limited

CIN No.: U74999DL1999PLC135531

 

  • Alternate Brand Solutions (India) Limited

CIN No.: U92190MH2007PLC175549

 

  • Times Innovative Media Limited

CIN No.: U99999MH2005PLC157078

 

  • Media Network and Distribution (India) Limited

CIN No.: U92412MH2010PLC208138

 

  • Optimal Media Solutions Limited

CIN No.: U74899DL2000PLC103722

 

 

Enterprises which are owned, or have significant influence of or are partners with Key management personnel and their relatives :

Zoom Movies (TV) Limited

CIN No.: U92412MH2010PLC202021

 

 

CAPITAL STRUCTURE

 

As on 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

5000000

Equity Shares

Rs.10/- each

Rs. 50.000 Millions

15000000

Preference Shares

Rs.10/- each

Rs. 150.000 Millions

 

 

 

 

 

Total

 

Rs. 200.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

2642621

Equity Shares

Rs.10/- each

Rs. 26.426 Millions

15000000

Preference Shares

Rs.10/- each

Rs. 150.000 Millions

 

 

 

 

 

Total

 

Rs. 176.426 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

176.426

176.426

176.426

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

9.928

4] (Accumulated Losses)

(447.502)

(714.994)

(380.365)

NETWORTH

(271.076)

(538.568)

(194.011)

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

756.878

1189.999

1189.999

TOTAL BORROWING

756.878

1189.999

1189.999

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

485.802

651.431

995.988

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

97.576

216.026

117.078

Capital work-in-progress

0.000

16.962

11.945

 

 

 

 

INVESTMENT

0.000

124.644

172.873

DEFERRED TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

174.245

135.498

112.369

 

Sundry Debtors

241.765

328.775

250.627

 

Cash & Bank Balances

28.673

91.188

795.540

 

Other Current Assets

145.230

247.652

0.000

 

Loans & Advances

106.535

68.267

116.469

Total Current Assets

696.448

871.380

1275.005

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

284.642

552.536

165.543

 

Other Current Liabilities

17.231

16.818

409.429

 

Provisions

6.349

8.227

5.941

Total Current Liabilities

308.222

577.581

580.913

Net Current Assets

388.226

293.799

694.092

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

485.802

651.431

995.988

 

 


 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

832.597

857.775

689.870

 

 

Other Income

8.111

57.788

14.428

 

 

TOTAL                                     (A)

840.708

915.563

704.298

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

340.454

486.263

 

 

 

Employee benefit expense

39.693

161.864

 

 

 

Other expenses

515.603

594.771

 

 

 

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(115.871)

(23.129)

 

 

 

TOTAL                                     (B)

779.879

1219.769

728.002

 

 

 

 

 

 

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

60.829

(304.206)

(23.704)

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

3.034

1.989

0.000

 

 

 

 

 

 

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

57.795

(306.195)

(23.704)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

54.211

38.362

40.194

 

 

 

 

 

 

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

3.584

(344.557)

(63.898)

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.000

(0.005)

 

 

 

 

 

 

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

3.584

(344.557)

(63.903)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(724.922)

(380.365)

(316.462)

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

(721.338)

(724.922)

(380.365)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

NA

23.555

0.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

 

75.653

0.000

 

 

License Fees

 

143.880

0.000

 

 

Transponder Charges

 

18.792

16.846

 

 

Website Charges

 

1.075

1.805

 

 

Others

 

33.111

0.000

 

TOTAL IMPORTS

271.331

272.511

18.651

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

1.00

(130.00)

(24.00)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

0.43

(37.61)

(9.07)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

0.43

(40.17)

(9.26)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.45

(31.69)

(4.59)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.01)

(0.64)

0.33

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

(2.79)

(2.21)

(6.13)

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.26

1.51

2.19

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS:

 

Particulars

31.03.2012

31.03.2011

31.03.2010

 

(Rs. In Millions)

 

 

 

 

Sundry Creditor

284.642

552.536

165.543

 

 

 

 

 

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

Yes

9]

Name of person contacted

Yes

10]

Designation of contact person

Yes

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

Yes

20]

Export / Import details (if applicable)

No

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

-----

23]

Banking Details

No

24]

Banking facility details

No

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

Yes

33]

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

No

34]

External Agency Rating, if available

No

 

 

NOTE

 

The registered office of the company has been shifted from The Times OF India Building, Dr. D. N. Road, Mumbai-400001, Maharashtra, India to the present address w.e.f. 28.05.2007

 

 

COMPANY OVERVIEW

 

The Company operates Movies Now an English Movie Channel. The Company is a wholly owned subsidiary of Bennett Coleman and Company Limited.

 

 

OPERATIONS AND MAJOR EVENTS DURING THE YEAR

 

1. Movies Now has been leading the genre since its successful launch in 2010 upsetting established players and challenging industry norms. After being challenged strongly by competition in FY 2012 the channel re-invented its strategies, with constant innovation and tactical initiatives on content, marketing and creative fronts, to successfully counter the attack and was able to retain and consolidate its leadership position.

 

2. Movies Now delivered Rs 800.000 millions in ad revenues in its first full year of operation and has achieved break-even in FY 2012..

 

3. Beating Indian and International benchmarks, Movies Now scored a 97% brand recall value with a whopping 70% brand affinity/bonding score. Going forward Movies Now plans to make strategic investments in content and build viewers using tactical and tentpole slotting of content.

 

 

SCHEME OF ARRANGEMENT

 

A Scheme of Arrangement for the transfer, by way of de-merger, of the business of Zoom, the Company’s Bollywood Channel into Bennett Coleman and Company Limited (the holding company) (the Scheme) was sanctioned by the Hon’ble High Court of Judicature at Bombay vide order dated 8th July, 2011, to be given effect to from the appointed date of 1st April, 2011, upon the Company obtaining necessary approvals from the Ministry of Information and Broadcasting, Government of India. The Company has obtained necessary clearances from the Ministry in this regard, pursuant to which the said Scheme has been given effect to in the books of accounts of the Company, which is placed before the Board.

 

 

UNSECURED LOAN

 

Particulars

31.03.2012

(Rs. in Millions)

31.03.2011

(Rs. In Millions)

Bonds/debentures

606.878

1189.999

Loans and advances from related parties

150.000

0.000

Total

 756.878

1189.999

 

 

CONTINGENT LIABILITIES: (AS ON 31.03.2012)

 

(a) Present obligation arising from a past event, when it is not probable that an outflow of resources will be required to settle the obligation.

 

(b) A possible obligation, unless the probability of outflow of resources is remote.

 

Disputed Income tax matters Rs 2.959 millions (Previous year: Rs. 40.349 millions) [excluding additional interest and penalty that may be levied.]

 

 

FIXED ASSETS

 

  • Plant and equipment
  • Furniture and fixtures
  • Office equipment
  • Leasehold improvements
  • Computer software
  • Vehicles
  • Copyrights, patents and other operating rights

 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No 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.55.62

UK Pound

1

Rs.84.18

Euro

1

Rs.71.96

 

 

INFORMATION DETAILS

 

Information Gathered by :

PLK

 

 

Report Prepared by :

MRI

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

4

--CREDIT LINES

1~10

5

--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

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

42

 

 

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NB

NEW BUSINESS

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.