MIRA INFORM REPORT

 

 

Report Date :

04.08.2014

 

IDENTIFICATION DETAILS

 

Name :

INOX LEISURE LIMITED

 

(FAME INDIA LIMITED AMALGAMATED WITH INOX LEISURE LIMITED)

 

 

Registered Office :

ABS Towers, Old Padra Road, Vadodara – 390007, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

09.11.1999

 

 

Com. Reg. No.:

04-044045

 

 

Capital Investment / Paid-up Capital :

Rs.961.500 Millions

 

 

CIN No.:

[Company Identification No.]

L92199GJ1999PLC044045

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELI03037G/ BLRI01880E/ MUMI04008E

 

 

PAN No.:

[Permanent Account No.]

AAACI6063J

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.

 

 

Line of Business :

Subject was engaged in the business of owning, operating and managing multiplexes and cinema theatres.

 

 

No. of Employees :

4735 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (63)

 

RATING

STATUS

PROPOSED CREDIT LINE

 

56-70

A

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

Fairly Large

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having a fine track.

 

Financial position of the company seems to be sound.

 

Trade relations are reported as fair. Business is active. Payments terms are reported to be regular and as per commitments.

 

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.

 


 

INDIAN ECONOMIC OVERVIEW

 

NEWS

 

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the share goes up further in the coming years.  China may surpass the US over the next few years.

 

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes that many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

 

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 %! Equities came in second with annualized return of 15.5 %! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

 

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

 

 

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 31-03-2014.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON CO-OPERATIVE

 

Contact No.: 91-22-40626900

 

 

LOCATIONS

 

Registered Office :

ABS Towers, Old Padra Road, Vadodara – 390007, Gujarat, India

Tel. No.:

91-265-2330057

Fax No.:

91-265-2310312

E-Mail :

secretarial@fame.co.in

miket.bahuva@inox.co.in

jatin@inox.co.in

Website :

http://www.inox.co.in

http://www.inoxmovies.com

 

 

Corporate Office :

Viraj Towers, 5th Floor, Next to Andheri Flyover, Western Express Highway, Andheri (East), Mumbai – 400093, Maharashtra, India

Tel No.:

91-22-40626900 

Fax No.:

91-22-40626999

E-Mail :

contact@inox.co.in

 

 

Multiplex Cinema Theatre :

71 Theatre all over the India

 

 

DIRECTORS

 

(AS ON 31.03.2013)

 

Name :

Mr. Pavan Jain

Designation :

Non-Executive Director

DIN No.:

00030098

 

 

Name :

Mr. Vivek Jain

Designation :

Non-Executive Director

DIN No.:

00029968

 

 

Name :

Mr. Deepak Asher

Designation :

Non-Executive Director

 

 

Name :

Mr. Siddharth Jain

Designation :

Non-Executive Director

Date of Birth :

21.09.1978

Qualification :

Graduate from the University of Michigan – Ann Arbor, with a Bachelor of Science in Mechanical Engineering and has an MBA from INSEAD, France

Date of Appointment :

10.09.2004

DIN No.:

00030202

 

 

Name :

Mr. Haigreve Khaitan

Designation :

Independent Director

Date of Birth :

13.07.1970

Qualification :

Law Graduate

Date of Appointment :

22.10.2007

DIN No.:

00005290

 

 

Name :

Mr. Sanjeev Jain 

Designation :

Independent Director

 

 

Name :

Mr. Amit Jatia

Designation :

Independent Director

DIN No.:

00016871

 

 

KEY EXECUTIVES

 

Name :

Mr. Alok Tandon

Designation :

Chief Executive Officer and Manager

 

 

Name :

Mr. Miket Shashikant Bahuva

Designation :

Deputy Company Secretary and Senior Manager – Legal

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(AS ON 30.06.2014)

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

46973928

48.70

Sub Total

46973928

48.70

 

 

 

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

46973928

48.70

 

 

 

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

3179544

3.30

Financial Institutions / Banks

96118

0.10

Foreign Institutional Investors

1288553

1.34

Sub Total

4564215

4.73

 

 

 

(2) Non-Institutions

 

 

Bodies Corporate

11349635

11.77

 

 

 

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs.0.100 Million

5674549

5.88

Individual shareholders holding nominal share capital in excess of Rs.0.100 Million

4936278

5.12

 

 

 

Any Others (Specify)

22959149

23.80

Non Resident Indians

419834

0.44

Trusts

20252625

21.00

Clearing Members

361145

0.37

Directors & their Relatives & Friends

1925545

2.00

Sub Total

44919611

46.57

 

 

 

Total Public shareholding (B)

49483826

51.30

 

 

 

Total (A)+(B)

96457754

100.00

 

 

 

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

 

 

 

Total (A)+(B)+(C)

96457754

100.00

 

 

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

Sl.

No.

Name of the Shareholder

Details of Shares held

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

No. of Shares held

As a % of grand total (A)+(B)+(C)

 

1

Gujarat Fluorochemicals Limited

4,63,86,467

48.09

48.09

2

Inox Leasing and Finance Limited

5,87,461

0.61

0.61

 

Total

4,69,73,928

48.70

48.70

 

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

 

Sl. No.

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Pavan Kumar Jain Vivek Kumar Jain and Deepak Asher Trustee of Inox Benefit Trust

19931570

20.66

20.66

2

Reliance Capital Limited Reliance Land Private Limited

6520000

6.76

6.76

3

Aadi Financial Advisors LLP

1436395

1.49

1.49

4

Kamal Shyamsunder Kabra

1000200

1.04

1.04

 

Total

28888165

29.95

29.95

 

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

 

Sl. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

No. of Shares

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Pavan Kumar Jain Vivek Kumar Jain and Deepak Asher Trustee of Inox Benefit Trust

19931570

20.66

20.66

2

Reliance Capital Limited Reliance Land Private Limited

6520000

6.76

6.76

 

Total

26451570

27.42

27.42

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject was engaged in the business of owning, operating and managing multiplexes and cinema theatres.

 

 

GENERAL INFORMATION

 

No. of Employees :

4735 (Approximately)

 

 

Bankers :

·         Axis Bank

"Vardhman Complex", Opposite G.E.B. Office, Race Course (North), Vadodara - 390007, Gujarat, India

 

·         ING Vysya Bank, BKC, Bandra

·         YES Bank, Worli Branch

·         Citi Bank, BKC Branch, Bandra

 

 

Facilities :

Secured Loans

31.03.2014

31.03.2013

 

 

(Rs. In Millions)

Long Term Borrowings

 

 

Term Loans from Banks

NA

560.003

 

 

 

Short Term Borrowings

 

 

Short Term Loans from Banks

NA

80.000

Loans repayment on demand from Banks

- Bank Overdraft

NA

92.934

 

 

 

Total

 

NA

732.937

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Patankar and Associates

Chartered Accountants

Firm Reg. No.:

I07628W

 

 

(As on 31.03.2013)

 

Holding Company :

·         Gujarat Fluorochemicals Limited

 

 

Ultimate Holding

Company :

·         Inox Leasing and Finance Limited

 

 

Subsidiaries :

·         Fame India Limited (Amalgamated w.e.f. 1st April, 2012)

 

 

Subsidiary of Fame India Limited:

·         Big Pictures Hospitality Services Private Limited

·         Headstrong Films Private Limited

 

 

Fellow Subsidiary :

·         Inox Motion Pictures Limited

 

 

Enterprises over which Key Management Personnel, or his relative, has significant influence:

·         Devansh Trading and Finance Private Limited

·         Sidhapavan Trading and Finance Private Limited

 

 

CAPITAL STRUCTURE

 

(AS ON 31.03.2014)

 

Authorised Capital: NOT AVAILABLE

 

Issued, Subscribed & Paid-up Capital: RS.961.500 MILLIONS

 

 

 

(AS ON 23.08.2013)

 

Authorised Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

140070000

Equity Shares

Rs.10/- each

Rs.1400.700 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

96457754

Equity Shares

Rs.10/- each

Rs.964.578 Millions

 

 

 

 

 

 

(AS ON 31.03.2013)

 

Authorised Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

140050000

Equity Shares

Rs.10/- each

Rs.1400.500 Millions

10000

Preference Shares

Rs.10/- each

Rs.0.100 Million

 

 

 

 

 

Total

 

Rs.1400.600 Millions

 

Issued, Subscribed & Paid-up Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

61895548

Equity Shares

Rs.10/- each

Rs.618.956 Millions

333157

Less: Equity Shares of issued to ESOP Trust but not allotted to employees

Rs.10/- each

Rs.3.332 Millions

 

 

 

 

 

Total

 

Rs.615.624 Millions

 


 

FINANCIAL DATA

[All figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

31.03.2013

31.03.2012

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

961.500

615.624

615.574

(b) Share Capital to be issued

0.000

345.622

0.000

(c) Reserves & Surplus

4444.400

4119.372

2667.352

(d) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1)+(2)

5405.900

5080.618

3282.926

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

2148.300

2237.376

2079.809

(b) Deferred tax liabilities (Net)

290.100

227.557

194.120

(c) Other long term liabilities

240.100

394.848

7.679

(d) long-term provisions

41.300

39.015

18.797

Total Non-current Liabilities (3)

2719.800

2898.796

2300.405

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

88.800

222.934

0.000

(b) Trade payables

720.500

561.051

367.833

(c) Other current liabilities

932.200

947.099

405.740

(d) Short-term provisions

210.600

258.478

80.927

Total Current Liabilities (4)

1952.100

1989.562

854.500

 

 

 

 

TOTAL

10077.800

9968.976

6437.831

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

6346.700

5502.855

3304.355

(ii) Intangible Assets

0.000

24.689

26.919

(iii) Capital work-in-progress

0.000

422.573

241.424

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

1506.700

1844.442

1792.540

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

1443.300

1329.849

741.469

(e) Other Non-current assets

22.500

24.896

19.253

Total Non-Current Assets

9319.200

9149.304

6125.960

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

27.300

1.054

0.021

(b) Inventories

85.900

54.648

31.185

(c) Trade receivables

334.200

366.679

141.728

(d) Cash and cash equivalents

165.600

233.344

71.393

(e) Short-term loans and advances

127.600

137.392

62.890

(f) Other current assets

18.000

26.555

4.654

Total Current Assets

758.600

819.672

311.871

 

 

 

 

TOTAL

10077.800

9968.976

6437.831

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2014

31.03.2013

31.03.2012

 

SALES

 

 

 

 

 

Revenue from Operations

8688.300

7652.856

4187.324

 

 

Other Income

89.400

36.246

60.438

 

 

TOTAL                                     (A)

8777.700

7689.102

4247.762

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Entertainment Tax

1060.700

1020.408

520.600

 

 

Exhibition Cost

2234.900

2099.427

1199.452

 

 

Cost of Food and Beverage

466.400

425.909

222.624

 

 

Employee Benefits Expenses

495.700

426.940

262.593

 

 

Others Expenses

3211.000

2700.079

1441.770

 

 

Exceptional Items

3.900

25.000

97.329

 

 

TOTAL                                     (B)

7472.600

6697.763

3744.368

 

 

 

 

 

Less

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

1305.100

991.339

503.394

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

276.300

266.977

175.885

 

 

 

 

 

 

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

1028.800

724.362

327.509

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

506.900

430.750

201.576

 

 

 

 

 

 

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

521.900

293.612

125.933

 

 

 

 

 

Less

TAX                                                                  (H)

152.600

109.149

23.164

 

 

 

 

 

 

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

369.300

184.463

102.769

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

NA

760.272

3.902

 

 

 

 

 

 

Earnings Per Share (Rs.)

4.85

1.92

1.67

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

PAT / Total Income

(%)

4.21

2.40

2.42

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

6.01

3.84

3.01

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

6.09

3.81

2.86

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.10

0.06

0.04

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.41

0.48

0.63

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.39

0.41

0.36

 

 

 

 

 

 

 


 

FINANCIAL ANALYSIS

[All figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

31.03.2014

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Share Capital

615.574

615.624

961.500

Share Capital to be issued

0.000

345.622

0.000

Reserves & Surplus

2667.352

4119.372

4444.400

Share Application money pending allotment

0.000

0.000

0.000

Net worth

3282.926

5080.618

5405.900

 

 

 

 

long-term borrowings

2079.809

2237.376

2148.300

Short term borrowings

0.000

222.934

88.800

Total borrowings

2079.809

2460.310

2237.100

Debt/Equity ratio

0.634

0.484

0.414

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2012

31.03.2013

31.03.2014

 

(INR in Mlns)

(INR in Mlns)

(INR in Mlns)

Revenue from Operations

4,187.324

7,652.856

8,688.300

 

 

82.762

13.530

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2012

31.03.2013

31.03.2014

 

(INR in Mlns)

(INR in Mlns)

(INR in Mlns)

Revenue from Operations

4,187.324

7,652.856

8,688.300

Profit

102.769

184.463

369.300

 

2.45%

2.41%

4.25%

 


 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITY OF LONG TERM BORROWINGS DETAIL:

 

Particulars

31.03.2014

31.03.2013

 

31.03.2012

 

(Rs. In Millions)

Current Maturity of Long Term Borrowings

NA

349.627

227.383

 

 

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

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

-----

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

-----

26]

Buyer visit details

-----

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

Date of Birth of Proprietor/Partner/Director, if available

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

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

No

34]

External Agency Rating, if available

No

 

 

UNSECURED LOANS

 

PARTICULARS 

31.03.2014

31.03.2013

 

 

(Rs. In Millions)

Long Term Borrowings

 

 

Loan and Advance from related parties

 

 

Inter-corporate Deposits

 

 

-From Holding Company

NA

1917.000

-From Ultimate Holding Company

NA

110.000

 

NA

2027.000

Less: Current Maturities

NA

349.627

Total

NA

1677.373

 

 

 

Short Term Borrowings

 

 

Loans and Advance from Related Parties 

 

 

-Inter corporate Deposits from Holding company

NA

50.000

 

 

 

 

 

 

Total

 

NA

1727.373

 

 

MERGER OF FAME INDIA LIMITED AND ITS SUBSIDIARIES WITH THE COMPANY: (As on 31.03.2013)

 

The Composite Scheme of Amalgamation between Fame India Limited and its subsidiaries, viz., Fame Motion Pictures Limited, Big Pictures Hospitality Services Private Limited and Headstrong Films Private Limited (the Transferor Companies) with Inox Leisure Limited (the Transferee Company) have been sanctioned by the Hon’ble High Court of Gujarat vide its order dated 12 March 2013, read with order dated 20 March 2013 and Hon’ble High Court of Judicature at Bombay vide its order dated 10 May 2013 with an appointed date being 1 April 2012. Consequent upon filing of the Order of the Hon’ble High Courts with the Registrar of Companies, Ahmedabad and Mumbai, the merger has become effective from 25 May 2013 and the Transferor Companies now stands dissolved.

 

Key details of the said amalgamation are summarized as follows:

 

Appointed Date

01.04.2012

 

 

Effective Date

25.05.2013

 

 

Transferor Companies

·         Fame India Limited (FAME)

·         Fame Motion Pictures Limited (FMPL)

·         Big Pictures Hospitality Services Private Limited (BPHSPL)

·         Headstrong Films Private Limited (HFPL)

 

 

Share Exchange Ratio

5 fully paid up equity shares of Rs.10/- each of the Company for every 8 fully paid equity shares of Rs.10 each held by such shareholder in FAME; and 1 fully paid up equity share of Rs.10/- each of the Company for every 74 fully paid equity shares of Rs.10 each held by such shareholder in HFPL.

 

 

Equity Shares to be issued

3,45,62,206 Equity Shares of Rs.10 of the Company will be issued to the shareholders of the Transferor Companies.

 

Pending allotment of 3,45,62,206 Equity shares to the shareholders of the transferor companies, an amount of Rs.345.622 Millions is shown in “Share Capital to be issued Account” in the Balance Sheet. The new equity shares will rank pari passu with the existing equity shares of the Company in all respects. The Board is delighted to welcome the new shareholders and look forward to their support to the Company in its’ endeavours to enhance shareholder value.

 

As per the Scheme, in respect of the equity shares of Fame India Limited held by the Company, 2,44,31,570 equity shares of the Company will be issued to the Inox Benefit Trust, set up pursuant to the Scheme, for the benefit of the Company.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE    QUARTER ENDED 30TH JUNE 2014

 

(RS. IN MILLIONS)

 

Particulars

Quarter Ended

30.06.2014

( Unaudited)

 

 

1. Income from operations

 

a) Net sales/ Income from operation (net of excise duty)

2236.800

b) Other operating income

86.900

Total income from Operations(net)

2323.700

 

 

2.Expenditure

 

a) Direct Cost

 

Entertainment Tax

285.700

Exhibition Cost

584.000

Cost of Food and Beverage

122.500

b) Employee Benefits Expenses

136.900

c) Property rent, conducting fees and common facility charges

386.400

d) Depreciation and amortization expenses

180.900

e) Other expenditure

514.600

Total expenses

2211.000

 

 

3. Profit from operations before other income and financial costs

112.700

4. Other income

8.300

5. Profit from ordinary activities before finance costs

121.000

6. Finance costs

64.500

7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items

56.500

8. Exceptional item

(5.000)

9. Profit from ordinary activities before tax Expense:

51.500

10.Tax expenses

5.700

11.Net Profit / (Loss) from ordinary activities after tax (9-10)

45.800

12.Extraordinary Items (net of tax expense)

0.000

13.Net Profit / (Loss) for the period (11 -12)

45.800

14.Paid-up equity share capital (Nominal value Rs.10/- per share)

961.600

15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year

--

16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):

 

(a) Basic and diluted

0.60

ii) Earnings per share (after extraordinary items)

 

(a) Basic and diluted

0.60

 

 

Particulars

Quarter Ended

( Unaudited)

 

30.06.2014

A. Particulars of shareholding

 

1. Public Shareholding

 

- Number of shares

49483826

- Percentage of shareholding

51.30%

2. Promoters and Promoters group Shareholding-

 

a) Pledged /Encumbered

 

Number of shares

NIL

Percentage of shares (as a % of total shareholding of the promoter and promoter group)

NIL

Percentage of shares (as a % of total share capital of the company)

NIL

 

 

b) Non  Encumbered

 

Number of shares

46973928

Percentage of shares (as a % of total shareholding of the promoter and promoter group)

100%

Percentage of shares (as a % of total share capital of the company)

48.70%

 

 

Note: Public shareholding includes:

 

Shares held by Inox Benefit trust Exclusively for the benefit of Inox Leisure Limited

19931570

Shares held by ESOP Trust Not yet allotted to employees

295001

 

 

B. Investor Complaints

 

 

 

Pending at the beginning of the quarter

Nil

Receiving during the quarter

01

Disposed of during the quarter

01

Remaining unreserved at the end of the quarter

Nil

 

 

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10468397

05/03/2014 *

1,303,300,000.00

Axis Bank Limited

"Vardhman Complex", Opposite G.E.B. Office, Race Course (North),, Vadodara, Gujarat - 390007, INDIA

C01131705

 

* Date of charge modification

 

 

FIXED ASSETS:

 

Tangible Assets

·         Land (Freehold)

·         Land (Leasehold)

·         Building

·         Lease hold improvements

·         Plant and Machinery

·         Wind-Mills

·         Office Equipment including

·         Computers

·         Furniture and Fixtures

·         Vehicles

 

Intangible Assets

·         Software

·         Film Distribution Rights and Prints Cost

 

 

 


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 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.60.85

UK Pound

1

Rs.102.69

Euro

1

Rs.81.46

 

 

INFORMATION DETAILS

 

Information Gathered by :

HTL

 

 

Analysis Done by :

RAS

 

 

Report Prepared by :

NIT

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

63

 

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

 

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

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

 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

 

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.