MIRA
INFORM REPORT
|
Report Date : |
11.09.2013 |
IDENTIFICATION DETAILS
|
Name : |
SYMPHONY TELECA CORPORATION INDIA PRIVATE LIMITED (w.e.f.21.12.2012) |
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Formerly Known
As : |
SYMPHONY SERVICES CORPORATION (INDIA) PRIVATE LIMITED
(w.e.f.18.03.2004) GLOBAL SYMPHONY SOFTWARE ( |
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Registered
Office : |
No.3 and 3A of
EOIZ of Industrial Area, Survey No. 85 and 86, |
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Country : |
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Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
29.04.2002 |
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Com. Reg. No.: |
08-030427 |
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Capital
Investment / Paid-up Capital : |
Rs. 2.711
Millions |
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CIN No.: [Company Identification
No.] |
U72200KA2002PTC030427 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
BLRG02471A |
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PAN No.: [Permanent Account No.] |
AABCG5658E |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Providing Software and Related Services. |
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No. of Employees
: |
Not Divulged |
RATING & COMMENTS
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MIRA’s Rating : |
Ba (54) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 12290000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well established company having a good track record.
There appears drastic dip in its profitability during 2012. However, general financial strength seems to be strong. Liquidity position
is good. Trade relations are reported to be fair. Business is active.
Payments are reported to be regular and as per commitments. The company can be considered for normal 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.
ECGC Country Risk Classification List – March 31st, 2013
|
Country Name |
Previous Rating (31.12.2012) |
Current Rating (31.03.2013) |
|
India |
A1 |
A1 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
We are living in a
world where volatility and uncertainty have become the New Normal. We saw
a change of government in countries like Tunisia, Egypt, Libya and Vietnam.
Once powerful countries in Europe are now fighting for bankruptcy. We have
taken growth in the developing part of the world for granted but economic
growth in China and India has begun to slow. Companies that were synonymous
with their product categories just a few years ago are now no longer in
existence. Kodak, the inventor of the digital camera had to wind up its
operations, HMV, the British entertainment retailing company and Borders, once
the second largest bookstore have shut down due to their inability to evolve
their business models with the changing time. Readers’ Digest, Thomson Register
are no more !
There is another
megatrend happening. The World order is changing as economic power shifts from
West to East. According to McKinsey study, it took Britain more than 100 years
to double its economic output per person during its industrial revolution and
the US later took more than 50 years to do the same. More than a century later,
China and India have doubled their GDP per capital in 12 and 18 years
respectively. By 2020, emerging Asia will become the world’s largest consuming
block, overtaking North America.
The years after the
outbreak of the global financial crisis, the world economy continues to remain
fragile. The Indian economy demonstrated remarkable resilience in the initial
years of the contagion but finally lost ground last year. GDP growth slowed
down. Currency has been weakening. There is a marked deceleration in
agriculture, industry and services. Dampening sentiment led to a cut-back in
investment as well as private consumption expenditure. Inflation remained
at high levels fuelled by the pressure from the food and fuel sectors. The
large fiscal and current account deficit s continued to cause grave concern. It
is imperative that India regains its growth trajectory of 8-9 % sooner than
later. This is crucially important given the need to create gainful livelihood
opportunities for the millions living in poverty as also the large contingent
of young people joining the job market every year.
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-COOPERATIVE
LOCATIONS
|
Registered Office : |
No.3 and 3A of
EOIZ of Industrial Area, Survey No. 85 and 86, Sadarmangala Village, Krishnarajapuram,
Hobli, Bangalore – 560066, Karnataka, India |
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Tel. No.: |
91-80-33071782/ 33071000 |
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Fax No.: |
91-80-33072000 |
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E-Mail : |
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Website : |
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Branch Offices : |
Located at: · Bangalore [Bellandur] Mumbai Bangalore [Hobli] Pune Gurgaon |
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Overseas Offices : |
Located at: · Argentina · USA · China · Japan · Korea · Finland · Germany · Poland · Russia · Sweden ·
United Kingdom |
DIRECTORS
AS ON 10.12.2012
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Name : |
Mr. Sanjay Dhawan |
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Designation : |
Director |
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Address : |
D 1/37, 1st Floor, Vasant Vihar, New Delhi – 110057, India |
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Date of Birth/Age : |
11.10.1963 |
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Date of Appointment : |
30.09.2011 |
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DIN No.: |
03142316 |
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Other Directorship :
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Name : |
Mr. Vivek Khemka |
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Designation : |
Additional director |
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Address : |
B 904, Vaswani Pinnacle, Sy No 11/3A & 3B, Whitefield Main Road,
Bangalore – 560066, Karnataka, India |
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Date of Birth/Age : |
30.07.1978 |
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Date of Appointment : |
13.05.2013 |
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DIN No.: |
05274329 |
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Other Directorship :
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Name : |
Mr. Pradeep Chaudhry |
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Designation : |
Director |
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Address : |
No. 79, Phase 1, Adarsh Palm Meadows, Whitefield Road, Bangalore –
560066, Karnataka, India |
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Date of Birth/Age : |
30.05.1967 |
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Date of Appointment : |
30.09.2010 |
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DIN No.: |
00163613 |
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Other Directorship :
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Name : |
Mr. Vinay Bhatia Bharti |
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Designation : |
Additional director |
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Address : |
F-001, Mantri Woodland Apartment, Near Arekere Gate, Main Bannerghatta
Road, Bangalore - 560076, Karnataka, India
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Date of Birth/Age : |
26.06.1970 |
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Date of Appointment : |
25.04.2013 |
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DIN No.: |
02147662 |
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Other Directorship :
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KEY EXECUTIVES
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Name : |
Vedavalli Sridharan |
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Designation : |
Secretary |
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Address : |
No. 20, 1st Floor, Opposite to Defence Enclave, Phase II,
Mariannapalya, Hebbal – 560024, Karnataka, India |
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Date of Birth/Age : |
17.08.1979 |
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Date of Appointment : |
30.10.2009 |
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PAN No.: |
AWEPS4915Q |
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Name : |
Mr. Siddharth Mittal |
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Designation : |
VP Finance & Controller |
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Name : |
Mr. Prashant Kumar Singh |
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Designation : |
Vice President - CSS |
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Name : |
Mr. Sunil Gupta |
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Designation : |
Senior Vice President |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 10.12.2012
|
Names of Shareholders |
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No. of Shares |
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Global Symphony Technology Group Private Limited, Mauritius |
|
267152 |
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International Securities Limited, Mauritius |
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1 |
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Chandramouliswaran Mahalingam |
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10 |
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Total |
|
267163 |
AS ON 10.12.2012
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Equity Share Breakup |
Percentage of Holding |
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Category |
|
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Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others] |
99.99 |
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Directors
or relatives of directors |
0.01 |
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Total |
100.00 |
BUSINESS DETAILS
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Line of Business : |
Providing Software and Related Services. |
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Products/ Services : |
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GENERAL INFORMATION
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No. of Employees : |
Not Divulged |
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Bankers : |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
B S R R and Company Chartered Accountants |
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Address : |
Maruthi Info Tech Centre, 11-12/1 Inner Ring Road,
Koramangala, Bangalore – 560071, Karnataka, India |
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Income-tax
PAN of auditor or auditor's firm : |
AAKFB1884H |
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Holding company : |
Global Symphony
Technology Group Private Limited, Mauritius |
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Parent of holding company : |
Symphony Teleca
Services, Inc. (formerly known as Symphony Services Corp.) |
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Ultimate holding company : |
Symphony Teleca
Corp., USA (with effect from 19 March 2012) |
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Subsidiaries : |
· Symphony Services Japan, K.K Protean Inc De Corp Coreobjects UK Proteans Software Solutions India Private Limited (merged
with the Company with effect from 1 April 2011) Symphony Infospace India Private Limited (merged with the
Company with effect from 1 April 2011) SSC Global IT Services Private Limited (upto 6 February
2012) |
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Fellow subsidiaries : |
· Symphony Software Engineering Services (Shanghai) Company Limited Symphony Services Engineering Corp, USA Symphony Services, UK CoreObjects India Private Limited (upto 31 March 2011) Lawson Asia Pacific Pte Limited Proteans Software Inc |
CAPITAL STRUCTURE
AS ON 10.12.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
5,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 50.000 Millions |
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|
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Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
267,163 |
Equity Shares |
Rs. 10/- each |
Rs. 2.672
Millions |
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AS ON 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
7,050,000 |
Equity Shares 1 |
Rs. 10/- each |
Rs. 70.500 Millions |
|
22,500,000 |
Equity Shares 2 |
Re. 1/- each |
Rs. 22.500 Millions |
|
1,000,000 |
Preference Shares |
Rs. 10/- each |
Rs. 10.000 Millions |
|
|
Total |
|
Rs. 103.000
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
271,109 |
Equity Shares |
Rs. 10/- each |
Rs. 2.711
Millions |
|
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|
Notes:
Pursuant to the scheme of amalgamation approved by the High Court on 27 September 2012, the Company has to issue 3,946 equity shares of Rs 10 each fully paid up to the shareholders of CoreObject India Private Limited and Jopasana Software and Systems Private Limited as consideration for the net assets taken over from the transferor companies.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.03.2012 |
31.03.2011 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
2.711 |
3.011 |
|
(b) Reserves & Surplus |
|
3070.508 |
3709.405 |
|
(c) Money received against share warrants |
|
0.000 |
0.000 |
|
|
|
|
|
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(2) Share Application money
pending allotment |
|
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
|
3073.219 |
3712.416 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
|
81.510 |
185.062 |
|
(b) Deferred tax liabilities (Net) |
|
0.000 |
0.000 |
|
(c) Other long
term liabilities |
|
22.115 |
35.790 |
|
(d) long-term
provisions |
|
487.327 |
136.348 |
|
Total Non-current
Liabilities (3) |
|
590.952 |
357.200 |
|
|
|
|
|
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(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
|
0.000 |
0.000 |
|
(b)
Trade payables |
|
272.210 |
207.271 |
|
(c) Other
current liabilities |
|
1424.731 |
1136.720 |
|
(d) Short-term
provisions |
|
358.668 |
73.458 |
|
Total Current
Liabilities (4) |
|
2055.609 |
1417.449 |
|
|
|
|
|
|
TOTAL |
|
5719.780 |
5487.065 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
|
340.105 |
249.693 |
|
(ii)
Intangible Assets |
|
725.886 |
833.374 |
|
(iii)
Capital work-in-progress |
|
1.555 |
8.563 |
|
(iv)
Intangible assets under development |
|
0.000 |
0.000 |
|
(b) Non-current Investments |
|
1.394 |
578.334 |
|
(c) Deferred tax assets (net) |
|
85.449 |
42.500 |
|
(d) Long-term Loan and Advances |
|
995.383 |
876.728 |
|
(e) Other
Non-current assets |
|
0.000 |
0.000 |
|
Total Non-Current
Assets |
|
2149.772 |
2589.192 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
|
39.949 |
196.595 |
|
(b)
Inventories |
|
0.000 |
0.000 |
|
(c)
Trade receivables |
|
2677.068 |
2047.214 |
|
(d) Cash
and cash equivalents |
|
606.242 |
430.219 |
|
(e)
Short-term loans and advances |
|
206.169 |
204.020 |
|
(f)
Other current assets |
|
40.580 |
19.825 |
|
Total
Current Assets |
|
3570.008 |
2897.873 |
|
|
|
|
|
|
TOTAL |
|
5719.780 |
5487.065 |
|
SOURCES OF FUNDS |
|
|
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
|
3.011 |
|
|
2] Share Application Money |
|
|
0.000 |
|
|
3] Reserves & Surplus |
|
|
3027.579 |
|
|
4] (Accumulated Losses) |
|
|
0.000 |
|
|
NETWORTH |
|
|
3030.590 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
|
297.669 |
|
|
2] Unsecured Loans |
|
|
0.000 |
|
|
TOTAL BORROWING |
|
|
297.669 |
|
|
DEFERRED TAX LIABILITIES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
3328.259 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
|
1231.267 |
|
|
Capital work-in-progress |
|
|
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
136.594 |
|
|
DEFERRED TAX ASSETS |
|
|
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
|
0.000 |
|
|
Sundry Debtors |
|
|
2290.754 |
|
|
Cash & Bank Balances |
|
|
467.969 |
|
|
Other Current Assets |
|
|
0.000 |
|
|
Loans & Advances |
|
|
741.250 |
|
Total
Current Assets |
|
|
3499.973 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
|
1248.770 |
|
|
Other Current Liabilities |
|
|
101.963 |
|
|
Provisions |
|
|
188.842 |
|
Total
Current Liabilities |
|
|
1539.575 |
|
|
Net Current Assets |
|
|
1960.398 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
3328.259 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
TOTAL |
4721.789 |
3530.236 |
4149.432 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Office Expenses |
|
|
|
|
|
|
Administrative Expenses |
|
|
|
|
|
|
Advertising Expenses |
|
|
|
|
|
|
TOTAL |
4385.635 |
2901.154 |
3036.188 |
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX |
336.154 |
629.082 |
1113.244 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
(0.114) |
(52.744) |
37.969 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
|
336.268 |
681.826 |
1075.275 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Software development services |
|
3219.734 |
3763.808 |
|
|
|
Software Support Services |
|
0.000 |
59.689 |
|
|
|
Reimbursement of expenses |
|
88.629 |
130.970 |
|
|
TOTAL EARNINGS |
4519.511 |
3308.363 |
3954.467 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Capital Goods |
|
37.304 |
26.856 |
|
|
|
Intangibles |
|
0.000 |
919.104 |
|
|
TOTAL IMPORTS |
NA
|
37.304 |
945.960 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
1240.34 |
2264.21 |
3570.78 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
7.12
|
19.31 |
25.91 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
5.97
|
12.95 |
23.53 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.11
|
0.17 |
0.37 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.03
|
0.05 |
0.10 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.74
|
2.04 |
2.27 |
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 |
INDEX OF CHARGES: NO
CHARGES EXIST FOR COMPANY
Note:
The registered office of the company has been shifted from # 13/1, Outer
Ring Road, Kaadubeesanahalli, Varthur Hobli, Bangalore – 560087, Karnataka, India
to the present w.e.f.10.09.2012
COMPANY OVERVIEW
Subject was incorporated on 29 April 2002 as a private limited company under the Companies Act, 1956.
The Company is registered under Software Technology Park (STP) scheme of the Government of India, with an objective to provide software development and related services.
During the year, the Board of Directors approved a scheme of amalgamation (the Scheme) of Proteans Software Solutions Private Limited and Coreobjects India Private Limited and Jopasana Software and Systems Private Limited and Symphony Infospace India Private Limited (collectively the transferor Company) with Symphony Services Corporation (India) Private Limited (transferee Company) under section 391 and 394 of the Companies Act, 1956. Accordingly, the Company filed a petition for approvals of the Scheme with the Honble High Court of Karnataka (the Court). The Court approved the Scheme vide its order dated 27 September 2012 with the appointed date as 1 April 2011. The Scheme was effective on filing of the approved scheme with Registrar of Companies on 28 November 2012.
In accordance with the approved Scheme, the financial
statements for the current year have been prepared using pooling of interest
method as prescribed by Accounting Standard 14 Accounting for Amalgamations.
REVIEW OF OPERATIONS
During the period, the Company achieved a total income (including other income) of Rs. 4721.789 Millions as against a total income of Rs 3530.236 Millions for the year ended March 31, 2011. Net profit (After Tax) of the Company for the year stood at Rs. 336.268 Millions against Rs. 681.826 Millions for the year ended March 31, 2011. The Board is satisfied with the performance of the Company and is confident of achieving better results in the forthcoming years too.
Divestment in the
shares of Summus Software Solutions Private Limited (FKA SSC Global IT
Solutions India Private Limited)
The Company has transferred 9,999 equity shares of Rs. 10/-
each of Summus Software Solutions Private Limited (FKA SSC Global IT Solutions
India Private Limited) on Feb 06, 2012 to Summus Software Inc. pursuant to
which Summus Software Solutions Private Limited (FKA SSC Global IT Solutions
India Private Limited) ceased to be the subsidiary of the Company.
MERGER
The Honorable High Court of Karnataka has approved the
merger of Symphony Infospace India Private Limited, Coreobjects India Private
Limited, Jopasana Software and Systems Private Limited, Proteans Software
Solutions Private Limited into the Company on Sep 27, 2012. The effective date
of the scheme being November 28, 2012
AMALGAMATION
Scheme of amalgamation of Proteans Software Solutions Private Limited,
Coreobjects India Private Limited, Jopasana Software and Systems Private
Limited and Symphony Infospace India Private Limited with Symphony Services
Corporation (India) Private Limited under section 391and 394 of the Companies
Act, 1956
On 2 December 2011, the Board of Directors approved a scheme of
amalgamation (the Scheme) of Proteans Software Solutions Private Limited,
Coreobjects India Private Limited, Jopasana Software & Systems Private
Limited and Symphony Infospace India Private Limited (collectively the
transferor Company) with Symphony Services Corporation (India) Private Limited (transferee
Company) under section 391 and 394 of the Companies Act, 1956. In October 2011,
the Company filed a petition for approvals of the Scheme with the Honble High
Court of Karnataka (the Court). The Court approved the Scheme vide its order
dated 27 September 2012 with the appointed date as 1 April 2011. The Scheme is
effective from the date on which the certified true copy of the scheme is filed
with the Registrar Of Companies. The certified true copy of the Scheme was
filed with the Registrar of Companies on 28 November 2012and accordingly the
effective date is 28 November 2012. The salient features of the Scheme are as
follows:
The transferee Company shall, upon the Scheme coming into effect, record
the assets and liabilities of the transferor Company vested in it pursuant to
this Scheme at the respective book values thereof and in the same form as
appearing in the books of the transferor Company at the close of business of
the day immediately preceding the appointed date.
The transferee Company shall record the reserves of the transferor
Company in the same form and at the same values as they appear in the financial
statements of the transferor Company at the close of business of the day
immediately preceding the appointed date. Balances in profit and loss account
of the transferor Company shall be similarly aggregated with balances in profit
and loss account of the transferee Company.
The excess, if any, of the value of the assets over the value of the
liabilities of the transferor Company vested in the transferee Company pursuant
to the Scheme as recorded in the books of account of the transferee Company
shall, after adjusting the amounts recorded, be credited to the General Reserve
account. The deficit, if any, be debited to the credit balance in profit and
loss account in the books of the transferee Company.
In case of any differences in accounting policy between the transferor
Company and the transferee Company, the accounting policy followed by the
transferee company shall prevail to ensure that the financial statements of the
transferee Company reflect the financial position on the basis of consistent
accounting policy. The impact of change of the accounting policy shall be
quantified and adjusted to the balance of general reserve, if any or added to
the profit and loss account balance as at appointed date in the books of
transferee company.
To the extent there are inter-corporate loans or balances between the
transferor Company and the transferee Company, the obligations in respect
thereof shall come to an end and corresponding effect shall be given in the
books of accounts and of the transferee Company for the reduction of any assets
or liabilities, as the case may be.
All inter-company transactions between transferor and transferee
companies from the appointed date shall be regarded as intra-company
transaction.
Upon the Scheme becoming effective, the authorised share capital of the
Transferee Company, shall automatically stand increased without any further
act, instrument or deed on the part of the Transferee Company including payment
of stamp duty and fees payable to the Registrar of Companies, by the authorised
share capital of the Transferor Companies amounting to Rs 53.000 Millions
comprising of 2,050,000 equity shares of Rs 10 each and 22,500,000 equity
shares of Re. 1 each and 1,000,000 preference shares of Rs 10 each.
All taxes / cess / duties payable by or on behalf of the transferor
Company from the appointed date onwards including all or any refunds and
claims, including refunds or claims pending with the revenue authorities and
including the right of carry forward of accumulated losses, shall, for all
purposes, be treated as the tax / cess / duty, liabilities or refunds, claims
and accumulated losses of the transferee Company. Accordingly, upon the Scheme
becoming effective, the transferee Company is expressly permitted to revise, if
it becomes necessary, its Income tax returns, Sales tax returns, Excise and
CENVAT returns, Service tax returns, other tax returns, and to restore as input
credit of service tax adjusted earlier or claim refunds / credits, pursuant to
the provisions of this Scheme.
As per the amalgamation order received by the Company, the appointed
date is 1 April 2011. Accordingly, net profit of Rs 189,187,680 of the
Transferor Company for the year ended 31 March 2011has been transferred to the
profit and loss account in the books of the transferee Company upon
amalgamation.
In consideration to Amalgamation, shareholders of CoreObjects India
Private Limited and Jopasana Software and Systems Private Limited will be
issued and allotted shares in following manner:
To shareholders of CoreObjects India Private Limited, one equity share
of Rs 10 each of Symphony Services Corporation (India) Private Limited for every
1,541 equity shares of Re 1 each held by that member in CoreObjects India
Private Limited.
To shareholders of Jopasana Software and Systems Private Limited,one
equity share of Rs 10 each of Symphony Services Corporation (India) Private
Limited for every 5,500 shares of Rs 10 each held by that member in Jopasana
Software and Systems Private Limited.
Proteans Software Solutions private Limited and Symphony Infospace India
Private Limited being wholly owned subsidiaries of Symphony Services
Corporation (India) Private Limited, no shares are to be issued as
consideration for Amalgamation.
FIXED ASSETS:
· Land
· Furniture and fixtures
· Vehicles
· Motor vehicles
· Office equipment
· Computer equipments
· Other equipments
· Leasehold improvements
· Livestock
· Bridges roads ports culverts
· Railway sidings
· Books periodicals
· Plantations
· Mines quarries
· Goodwill
· Computer 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 records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist organization
or whom notice had been rceived 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. 64.22 |
|
|
1 |
Rs. 100.83 |
|
Euro |
1 |
Rs. 85.21 |
INFORMATION DETAILS
|
Information
Gathered by : |
PLV |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTERS |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
54 |
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.