MIRA INFORM REPORT
|
Report Date : |
24.12.2014 |
IDENTIFICATION DETAILS
|
Name : |
ZEE LEARN
LIMITED |
|
|
|
|
Registered
Office : |
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Country : |
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|
Financials (as
on) : |
31.03.2014 |
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|
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|
Date of
Incorporation : |
04.01.2010 |
|
|
|
|
Com. Reg. No.: |
11-198405 |
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|
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Capital
Investment / Paid-up Capital : |
Rs. 319.332 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L80301MH2010PLC198405 |
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|
|
IEC No.: |
Not Available |
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|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
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|
|
|
PAN No.: [Permanent Account No.] |
AAACZ3977E |
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|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
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Line of Business
: |
Subject is engaged in production/acquisition of television content. |
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|
|
No. of Employees
: |
Information declined by the management. |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (53) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Status : |
Good |
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|
|
Payment Behaviour : |
Regular |
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|
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Litigation : |
Clear |
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Comments : |
Subject is a part of Essel group. It is an established company having good track record. The company is continuously incurring losses however, the rating derives
strength from the well-established promoter group with a long track record in
the media and entertainment industry. Trade relations are reported as fair. Business is active. Payment
terms are reported to be regular and as per commitment. In view of strong group, 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.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
Long Term Bank Facilities = AA (SO) |
|
Rating Explanation |
High degree of safety and very low credit risk. |
|
Date |
11.09.2014 |
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 (91-22-24831234)
LOCATIONS
|
Registered Office : |
Continental Building, 135, Dr. Annie Besant Road, Worli ,
Mumbai- 400018, Maharashtra, India |
|
Tel. No.: |
91-22-24831234 |
|
Fax No.: |
91-22-24900302 |
|
E-Mail : |
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|
Website : |
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Corporate Office : |
6th Floor, Link road, Andheri (West), Mumbai – 400053, |
|
Tel. No.: |
91-22-40343900 |
|
Fax No.: |
91-22-26743422 |
DIRECTORS
As on 11.08.2014
|
Name : |
Mr. Himanshu P Mody |
|
Designation : |
Director |
|
Address : |
1201 B Gardenia Building, Vasant Valley Film City Road, Malad (East),
Mumbai – 400097, Maharashtra, India |
|
Date of Birth/Age : |
28.12.1977 |
|
Date of Appointment : |
04.01.2010 |
|
DIN No.: |
00686830 |
|
|
|
|
Name : |
Mr. Surjit H Banga |
|
Designation : |
Director |
|
Address : |
A 1101 Serenity Heights, Mindspace Complex, Malad (West), Mumbai
-400064, Maharashtra, India |
|
Date of Birth/Age : |
09.05.1941 |
|
Date of Appointment : |
01.0932010 |
|
DIN No.: |
00001637 |
|
|
|
|
Name : |
Mr. Manish G Agarwal |
|
Designation : |
Director |
|
Address : |
Ullas 1st Floor,
Laburnum Road, Next Manibhavan Gamdevi, Mumbai – 400007, Maharashtra, India |
|
Date of Birth/Age : |
26.04.1966 |
|
Date of Appointment : |
04.01.2010 |
|
DIN No.: |
02069969 |
|
|
|
|
Name : |
Mr. Subodh J Kumar |
|
Designation : |
Chairman cum Managing Director |
|
Address : |
Flat No – 6 Bay View, Khan Abdul Gaffar Khan Road, Worli Sea Face,
Mumbai – 400030, Maharashtra,India |
|
Date of Birth/Age : |
10.01.1952 |
|
Date of Appointment : |
01.12.2013 |
|
DIN No.: |
02151793 |
|
|
|
|
Name : |
Ms. Sangeeta S. Pandit |
|
Designation : |
Director |
|
Address : |
Madhav Vilas 8 Setalwad Road, Off Nepsean Road, Mumbai – 400026,
Maharashtra, India |
|
Date of Birth/Age : |
29.10.1958 |
|
Date of Appointment : |
01.12.2013 |
|
DIN No.: |
06748608 |
KEY EXECUTIVES
|
Name : |
Mr. Samir V. Raval |
|
Designation : |
Secretary |
|
Address : |
B – 308 Progressive Cele, Brity Plot 71, Sector 15, CBD Belapur, Navi Mumbai
– 400614, Maharashtra, India |
|
Date of Birth/Age : |
25.08.1964 |
|
Date of Appointment : |
01.10.2010 |
|
DIN No.: |
ADUPR1896C |
|
|
|
|
Name : |
Mr. Umesh A. Pradhan |
|
Designation : |
Manager |
|
Address : |
B-2/503, Swastik Residency, Opposite Rutu Enclave, Near, Muchalla
College, Ghodbunder Road, Thane - 400607, Maharashtra, India |
|
Date of Birth/Age : |
11.02.1969 |
|
Date of Appointment : |
01.01.2013 |
|
DIN No.: |
AAIPP5186A |
SHAREHOLDING PATTERN
As on 30.09.2014
|
Category of Shareholder |
Total
No. of Shares |
As a % |
|
(A) Shareholding
of Promoter and Promoter Group |
|
|
|
|
|
|
|
Individuals/Hindu Undivided Family |
729089 |
0.26 |
|
|
190766475 |
68.50 |
|
|
191495564 |
68.76 |
|
|
|
|
|
|
5797315 |
2.08 |
|
|
|
|
|
|
5797315 |
2.08 |
|
Total
shareholding of Promoter and Promoter Group (A) |
197292879 |
70.84 |
|
(B) Public
Shareholding |
|
|
|
|
|
|
|
Mutual Funds / UTI |
274 |
0.00 |
|
|
85299 |
0.03 |
|
Insurance Companies |
19218 |
0.01 |
|
Foreign Institutional
Investors |
19218 |
0.01 |
|
|
44484165 |
15.97 |
|
|
|
|
|
|
25384744 |
9.12 |
|
|
|
|
|
|
9690526 |
3.48 |
|
|
1222049 |
0.44 |
|
|
411700 |
296944 |
|
|
4230 |
0.00 |
|
|
12774 |
0.00 |
|
Trusts |
88 |
0.00 |
|
Non Resident Indians |
394608 |
0.14 |
|
|
36709019 |
13.18 |
|
Total Public
shareholding (B) |
81193184 |
29.16 |
|
Total (A)+(B) |
278486063 |
100.00 |
|
(C) Shares held by
Custodians and against which Depository Receipts have been issued |
|
|
|
|
0 |
0 |
|
|
41179770 |
0.00 |
|
|
41179770 |
0.00 |
|
Total
(A)+(B)+(C) |
319665833 |
0.00 |
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Promoter and
Promoter Group
|
Sr. No. |
Name of the Shareholder |
No. of Shares held |
As a % of grand
total (A)+(B)+(C) |
No |
As a percentage |
As a % of |
|
1 |
Jayneer Capital Private Limited |
7,79,75,375 |
24.39 |
28481911 |
36.53 |
8.91 |
|
2 |
Asian Satellite Broadcast Private Limited |
6,30,52,512 |
19.72 |
52295000 |
82.94 |
16.36 |
|
3 |
Jayneer Enterprises LLP |
1,50,00,000 |
4.69 |
0 |
0.00 |
0.00 |
|
4 |
Essel Media Ventures Private Limited |
1,28,61,036 |
4.02 |
0 |
0.00 |
4 |
|
5 |
Sprit Textiles Private Limited |
1,11,03,864 |
3.47 |
5990000 |
53.95 |
5 |
|
6 |
Essel Holdings Limited |
57,97,315 |
1.81 |
0 |
0.00 |
6 |
|
7 |
Ganjam Trading Company Private Limited |
49,49,506 |
1.55 |
0 |
0.00 |
0.00 |
|
8 |
Veena Investment Private Limited |
34,49,013 |
1.08 |
0 |
0.00 |
0.00 |
|
9 |
Essel Infraprojects Limited |
17,52,286 |
0.55 |
0 |
0.00 |
0.00 |
|
10 |
Ambience Business Services Private Limited |
6,22,883 |
0.19 |
0 |
0.00 |
0.00 |
|
11 |
Ashok Mathai Kurien |
5,59,089 |
0.17 |
0 |
0.00 |
0.00 |
|
12 |
Sushila Goel |
1,70,000 |
0.05 |
0 |
0.00 |
0.00 |
|
|
Total |
19,72,92,879 |
61.72 |
86766911 |
43.98 |
27.14 |
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
|
Sr. No. |
Name of the
Shareholder |
No. of Shares held |
Shares as % of
Total No. of Shares |
|
1 |
Orange Mauritius Investments Limited |
22296740 |
6.98 |
|
2 |
Polus Global Fund |
15000000 |
4.69 |
|
3 |
Religare Finvest Limited |
5929765 |
1.85 |
|
4 |
Driehaus Emerging Markets Small Cap Growth |
6869000 |
2.15 |
|
|
Total |
50095505 |
15.67 |
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
|
Sr. 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 |
|
1 |
Orange Mauritius Investments Ltd |
22290740 |
6.97 |
|
|
Total |
22290740 |
6.97 |
BUSINESS DETAILS
|
Line of Business : |
Subject is engaged in production/acquisition of television content. |
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Products : |
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Brand Names : |
Not Available |
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Agencies Held : |
Not Available |
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Exports : |
Not Divulged |
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Imports : |
Not Divulged |
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Terms : |
Not Divulged |
PRODUCTION STATUS = Not Available
GENERAL INFORMATION
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Suppliers : |
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Customers : |
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No. of Employees : |
Information declined by the management. |
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Bankers : |
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Facilities : |
(Rs.
In Millions)
|
|
Auditors : |
|
|
Name : |
MGB And company LLP Chartered Accountant |
|
Address : |
Peninsula Business Park, Tower B, 19th Flor, Lower Parel,
Mumbai, Maharashtra, India |
|
PAN No.: |
AAYFM6965C |
|
|
|
|
Memberships : |
Not divulged |
|
|
|
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Collaborators : |
Not divulged |
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Related Party : |
CIN
NO: U92130mh1996ptc10048
CIN NO: U72900mh2006ptc164508
CIN NO: U74140mh2002ptc136737
CIN NO: U74990mh2010plc198648
CIN NO: L51909dl1988plc101836
CIN
NO: U74999mh1987plc044006
CIN
NO: U65990mh1977plc019636
Cin
No: L92132mh1982plc028767
CIN
NO: L92100mh1999plc121506
CIN
NO: U70100mh1980ptc022852
CIN
NO: U45201mh2001plc133172
CIN
NO: U45207mh2007ptc173440 |
|
|
|
|
Subsidiaries : |
CIN
NO: U72900mh2006ptc165215 |
CAPITAL STRUCTURE
As on 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
1000000000 |
Equity Shares |
Rs.1/- each |
Rs. 1000.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
319331644 |
Equity Shares |
Rs.10/- each |
Rs. 319.332
Millions |
|
|
|
|
|
a) Reconciliation of number
of Equity shares and Share capital
|
|
2014 Number of equity
shares |
Rs. in Millions |
|
At the beginning of the year |
263,010,249 |
2,63.010 |
|
Add : Allotted on exercise of Employee Stock Option |
141,625 |
0.142 |
|
Add : Issue of Shares pursuant to Global Depository Receipts |
56,179,770 |
56.180 |
|
Outstanding at the end of the year |
319,331,644 |
319.332 |
b)
Terms/ rights attached to equity shares
The Company has only
one class of equity shares having a par value of Rs. 1 each. Each holder of
equity shares is entitled to one vote per share , however the holders of global
depository receipts (GDR's) do not have voting rights in respect of the equity
shares represented by the GDRs till the shares are held by custodian. The
Company declares and pays dividend in Indian Rupees. The final dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
(c) The Company has
not issued any bonus shares or bought back equity shares during the five years
preceding 31 March, 2014. Details of aggregate number of, shares issued for
consideration other than cash during the five years preceding 31 March, 2014 is
as under:
|
2014 |
2013 |
|
262,238,599 |
262,238,599 |
(d) Details of Shareholders holding more than 5 % of the aggregate
shares in the Company
|
Name of the
Shareholders |
2014 Number of equity
shares |
% of Shareholding |
|
Jayneer Capital Private Limited |
77,975,375 |
24.42% |
|
Asian Satellite Broadcast Private Limited. |
63,052,512 |
19.75% |
|
Deutsche Bank Trust Company Americas |
41,179,770 |
7.37% |
|
Orange Mauritius Investments Limited |
23,546,529 |
7.37% |
e) Employees Stock
Option Scheme (ESOP):
The Company has
instituted an Employee Stock Option Plan (ZLL ESOP 2010) as approved by the
Board of Directors and Shareholders in 2010 for issuance of stock options convertible
into equivalent number of equity shares not exceeding the aggregate of 5% of
the issued and paid up capital of the Company i.e upto 6,136,930 equity shares
of Rs. 1 each to the employees of the Company as well as that of its subsidiary
and also to non-executive directors including Independent Directors of the
Company at the market price determined as per the SEBI (ESOS) Guidelines, 1999.
The said Scheme is administered by the Remuneration Committee of the Board.
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 |
319.332 |
263.010 |
262.739 |
|
(b) Reserves & Surplus |
1920.324 |
933.928 |
1139.909 |
|
(c) 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) |
2239.656 |
1196.938 |
1402.648 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
859.600 |
575.000 |
584.321 |
|
(b) Deferred tax liabilities
(Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term
liabilities |
7.139 |
4.244 |
3.053 |
|
(d) long-term provisions |
14.446 |
12.204 |
9.576 |
|
Total
Non-current Liabilities (3) |
881.185 |
591.448 |
596.950 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Trade payables |
87.164 |
96.139 |
49.049 |
|
(c) Other current liabilities |
717.693 |
1462.947 |
720.240 |
|
(d) Short-term provisions |
4.391 |
4.020 |
3.788 |
|
Total
Current Liabilities (4) |
809.248 |
1563.106 |
773.077 |
|
|
|
|
|
|
TOTAL |
3930.089 |
3351.492 |
2772.675 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
57.107 |
139.888 |
81.164 |
|
(ii) Intangible Assets |
87.435 |
34.856 |
27.526 |
|
(iii) Capital work-in-progress |
0.000 |
0.000 |
0.856 |
|
(iv) Intangible assets under
development |
27.306 |
268.877 |
195.977 |
|
(b) Non-current Investments |
1060.105 |
1060.105 |
0.105 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
13.254 |
|
(d) Long-term Loan and Advances |
75.050 |
878.231 |
1179.481 |
|
(e) Other Non-current assets |
0.046 |
0.046 |
25.336 |
|
Total
Non-Current Assets |
1307.049 |
2382.003 |
1523.699 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
1003.593 |
0.000 |
0.000 |
|
(b) Inventories |
192.416 |
103.997 |
87.287 |
|
(c) Trade receivables |
102.714 |
99.506 |
42.768 |
|
(d) Cash and cash equivalents |
178.076 |
130.667 |
71.813 |
|
(e) Short-term loans and
advances |
1132.391 |
629.672 |
1046.467 |
|
(f) Other current assets |
13.850 |
5.647 |
0.641 |
|
Total
Current Assets |
2623.040 |
969.489 |
1248.976 |
|
|
|
|
|
|
TOTAL |
3930.089 |
3351.492 |
2772.675 |
PROFIT & LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
SALES |
|
|
|
|
|
Income |
1191.754 |
1000.776 |
610.029 |
|
|
Other Income |
31.809 |
6.232 |
9.095 |
|
|
TOTAL
(A) |
1223.563 |
1007.008 |
619.124 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Cost of Materials Consumed |
384.228 |
340.006 |
169.057 |
|
|
Employees benefits expense |
312.685 |
331.094 |
251.614 |
|
|
Other expenses |
391.169 |
414.284 |
406.882 |
|
|
TOTAL
(B) |
1088.082 |
1085.384 |
827.553 |
|
|
|
|
|
|
|
Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION (C) |
135.481 |
(78.376) |
(208.429) |
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
82.330 |
56.405 |
35.475 |
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
53.151 |
(134.781) |
(243.904) |
|
|
|
|
|
|
|
Less/
Add |
DEPRECIATION/
AMORTISATION (F) |
66.416 |
64.200 |
30.205 |
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX (E-F) (G) |
(13.265) |
(198.981) |
(274.109) |
|
|
|
|
|
|
|
Less |
TAX
(I) |
0.000 |
13.254 |
1.681 |
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) AFTER TAX (G-I)
(J) |
(13.265) |
(212.235) |
(275.790) |
|
|
|
|
|
|
|
|
Earnings
/ (Loss) Per Share (Rs.) |
(0.04) |
(0.81) |
(1.05) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Net Profit Margin (PAT/Sales) |
(%) |
(1.11) |
(21.21) |
(45.21) |
|
|
|
|
|
|
|
Operating Profit Margin (PBDIT / Sales) |
(%) |
11.37 |
(7.83) |
(34.17) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(0.47) |
(9.84) |
(10.70) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.01) |
(0.17) |
(0.20) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.38 |
0.48 |
0.42 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
3.24 |
0.62 |
1.62 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Share Capital |
262.739 |
263.010 |
319.332 |
|
Reserves & Surplus |
1139.909 |
933.928 |
1920.324 |
|
Net
worth |
1402.648 |
1196.938 |
2239.656 |
|
|
|
|
|
|
long-term borrowings |
584.321 |
575.000 |
859.600 |
|
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
Total
borrowings |
584.321 |
575.000 |
859.600 |
|
Debt/Equity
ratio |
0.417 |
0.480 |
0.384 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Sales |
610.029 |
1000.776 |
1191.754 |
|
|
|
64.054 |
19.083 |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Sales |
610.029 |
1000.776 |
1191.754 |
|
Profit |
(275.790) |
(212.235) |
(13.265) |
|
|
(45.21%) |
(21.21%) |
(1.11%) |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITY
OF LONG TERM DEBT = NOT AVAILABLE
|
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 |
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 |
Yes |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
Yes |
INDEX OF CHARGES
|
S.No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10471048 |
30/12/2013 |
530,000,000.00 |
YES BANK LIMITED |
9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,, DR. |
B93837151 |
|
2 |
10329884 |
30/12/2011 |
500,000,000.00 |
Axis Bank Limited |
CORPORATE BANKING BRANCH, AXIS HOUSE, GROUND FLOOR |
B29928967 |
* Date of charge modification
FIXED ASSETS
- Building
- Furniture and Fixture
- Land
- Office Equipment
UNAUDITED
STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS PERIOD ENDED 30TH
SEPTEMBER, 2014
|
Sr. No |
Particulars |
Standalone |
|||
|
Quarter ended |
Half Year ended |
||||
|
30.09.2014 |
30.06.2014 |
31.09.2014 |
|||
|
Unaudited |
Unaudited |
Unaudited |
|||
|
1 |
Income From
Operations |
|
|
|
|
|
|
a. Net Sales/ Income from Operations (Net of Excise Duty) |
227.616 |
372.962 |
600.578 |
|
|
|
b. Other Operating Income |
-- |
-- |
-- |
|
|
|
Total Income from
Operations (Net) |
227.616 |
372.962 |
600.578 |
|
|
2 |
Expenditure |
|
|
|
|
|
|
a. Purchase of education goods and television content |
3308.500 |
8591.400 |
118.999 |
|
|
|
b. (Increase)/decrease in stock-in-trade |
7.835 |
47.743 |
55.578 |
|
|
|
c. Operating Cost |
5.121 |
6.779 |
11.900 |
|
|
|
d. Employees Benefit Expenses |
58.412 |
67.264 |
125.676 |
|
|
|
e. Depreciation and Amortisation Expenses |
16.741 |
19.489 |
36.230 |
|
|
|
f. Marketing, Advertisement and Publicity expenses |
15.753 |
24.741 |
40.495 |
|
|
|
g. Other expenses |
54.873 |
59.782 |
114.655 |
|
|
|
Total Expenses |
191.820 |
311.712 |
503.533 |
|
|
3 |
Profit from
Operations before Other Income, Interest and Exceptional Items |
35.796 |
61.250 |
97.046 |
|
|
4 |
Other Income |
7.644 |
7.776 |
15.420 |
|
|
5 |
Profit from
ordinary activities before finance cost & exceptional items |
43.440 |
69.026 |
112.466 |
|
|
6 |
Finance Costs |
32.033 |
33.391 |
65.425 |
|
|
7 |
Profit from
ordinary activities after finance costs & exceptional items |
11.407 |
35.635 |
47.041 |
|
|
8 |
Exceptional items |
-- |
-- |
-- |
|
|
-9 |
Profit from
ordinary activities before tax |
11.407 |
35.635 |
47.041 |
|
|
10 |
Tax Expense |
|
|
|
|
|
|
- Income Tax |
-- |
-- |
-- |
|
|
|
- Deferred Tax |
-- |
-- |
-- |
|
|
11 |
Net Profit from
ordinary activity after tax |
11.407 |
35.635 |
47.041 |
|
|
12 |
Extraordinary Items |
-- |
-- |
-- |
|
|
13 |
Net Profit After
Tax |
11.407 |
35.635 |
47.041 |
|
|
14 |
Paid-up equity share capital (face value of Rs.10 per share) |
3196.66 |
3193.90 |
3196.66 |
|
|
15 |
Reserves excluding Revaluation Reserve as per balance sheet of previous accounting Year |
-- |
-- |
-- |
|
|
16 |
Earning Per Share (of Rs.10 each) (not annualized) |
-- |
-- |
-- |
|
|
|
Basic EPS |
0.04 |
0.11 |
0.15 |
|
|
|
Diluted EPS |
0.04 |
0.11 |
0.15 |
|
|
A |
PARTICULARS OF
SHAREHOLDING |
|
|
|
|
|
17 |
Public Shareholding |
|
|
|
|
|
|
- No. of shares |
122372954 |
122097215 |
122372954 |
|
|
|
- Percentage of shareholding |
38.28 |
38.23 |
38.28 |
|
|
18 |
Promoter & Promoter
Group Shareholding |
|
|
|
|
|
|
a)
Pledged/Encumbered |
|
|
|
|
|
|
- No. of shares |
86766911 |
99395000 |
86766911 |
|
|
|
- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group) |
43.98 |
50.38 |
43.98 |
|
|
|
- Percentage of shareholding (as a % of the total share capital of the company) |
27.14 |
31.12 |
27.14 |
|
|
|
b) Non-encumbered |
|
|
|
|
|
|
- No. of shares |
110525968 |
97897879 |
110525968 |
|
|
|
- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group) |
56.02 |
49.62 |
56.02 |
|
|
|
- Percentage of shareholding (as a % of the total share capital of the company) |
34.58 |
30.665 |
34.58 |
|
|
|
Particulars |
Quarter ended 30.09.2014 |
|
B |
Investor Complaints |
|
|
|
Pending at the beginning of the quarter |
-- |
|
|
Received during the quarter |
2 |
|
|
Disposed off during the quarter |
2 |
|
|
Remaining unresolved at the end of the
quarter |
-- |
STANDALONE
STATEMENT OF ASSETS AND LIABILITIES AS AT 30TH SEPTEMBER, 2014
|
Particulars |
As at half year ended on 30.09.2014 (Unaudited) |
|
|
A |
EQUITY AND LIABILITIES |
|
|
1 |
Shareholders' Funds |
|
|
|
(a) Share Capital |
319.666 |
|
|
(b) Reserves & Surplus |
1968.627 |
|
|
Total
Shareholders’ Funds |
2288.293 |
|
|
|
|
|
2 |
Non-Current
Liabilities |
|
|
|
(a) long-term borrowings |
763.800 |
|
|
(b) Deferred tax liabilities (Net) |
0.000 |
|
|
(c) Other long term
liabilities |
1.000 |
|
|
(d) long-term
provisions |
14.443 |
|
|
Sub Total Non-current Liabilities |
779.243 |
|
|
|
|
|
3 |
Current Liabilities |
|
|
|
(a) Short term
borrowings |
0.000 |
|
|
(b) Trade payables |
34.787 |
|
|
(c) Other current
liabilities |
697.895 |
|
|
(d) Short-term
provisions |
3.925 |
|
|
Sub
Total Current Liabilities |
736.607 |
|
|
|
|
|
|
TOTAL- EQUITY AND
LIABILITIES |
3804.343 |
|
|
|
|
|
A |
ASSETS |
|
|
1 |
Non-current assets |
|
|
|
(a) Fixed Assets |
|
|
|
i)
Tangible
Assets |
30.138 |
|
|
ii)
Intangible
Assets |
67.377 |
|
|
iii)
Intangible
Assets under development |
50.025 |
|
|
(b) Non-current Investments |
2149.530 |
|
|
(c) Long-term Loan and Advances |
83.520 |
|
|
(d) Other
Non-current assets |
0.000 |
|
|
Sub Total
Non-Current Assets |
2380.590 |
|
|
|
|
|
2 |
Current assets |
|
|
|
(a) Current investments |
974.549 |
|
|
(b) Inventories |
136.838 |
|
|
(c) Trade receivables |
96.267 |
|
|
(d) Cash and cash
equivalents |
120.120 |
|
|
(e) Short-term loans
and advances |
69.140 |
|
|
(f) Other current
assets |
26.789 |
|
|
Sub Total Current
Assets |
1423.703 |
|
|
|
|
|
|
TOTAL-ASSETS |
3804.343 |
Note :
- The above
results were reviewed by the Audit Committee and thereafter approved by
the Board of directors in the meeting held on 21st October,
2014.
- As the
company business activity fails within a single primary business segment
viz “Educational Services” the disclosure requirement of accounting
Standards (AS-17) “Segment Reporting” is not applicable
- The statutory
Auditor have carried out a “Limited Review” of the above standalone
financial result for the quarter ended 30th September 2014.
- Consequent to
the enactment of the Companies Act, 2013 (the Act) and its applicability
for accounting periods commencing after April 1, 2014, the company has
reworked depreciation with reference to the estimated economic lives of fixed assets prescribed by
schedule II to the act or actual useful life of assets.
- During the
half year ended, the company has subscribed to 10894250, 0.01%
Compulsorily convertible Debentures each of Rs. 100 of Wholly Owned
Subsidiary aggregating to Rs. 1089.425 Millions.
CORPORATE INFORMATION
Zee Learn Limited
was incorporated in State of Maharashtra on 4 January, 2010. The Company is one
of the most diversified premium education companies which delivers learning
solutions and training through its multiple products viz. Kidzee, Mount Litera
Zee Schools, Braincafe, Mount Litera World Preschool, Zee Institute of Media
Arts (ZIMA), Zee Institute of Creative Arts (ZICA) and E – Learning Online
Education. The Company is also engaged in production/acquisition of television
content.
BUSINESS OVERVIEW
The Company is a
key player in education industry, being the clear market leader in the
preschool segment through its brand Kidzee and have a growing presence in the
K-12 school segment through the Mount Litera Zee School brand. The company has
grown steadily @19% over last year inspite of overall economic slowdown and has
signed up 388 preschools and 31 K-12 schools during the year. The Company has
catered to more than 350,000 students in preschools and around 25,000 students
in K-12 till March 31, 2014.
CORPORATE GOVERNANCE
The Company is
committed to maintain the highest standards of Corporate Governance and adhere
to the Corporate Governance requirements set out in the Listing Agreement with
the Stock Exchanges. Report on Corporate Governance as stipulated under the
Listing Agreement(s) with the Stock Exchanges as also the Management
Discussions and Analysis Report forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company
believes that Corporate Social Responsibility (CSR) is about the integration of
social, environmental and economic considerations into the decision-making structures
and processes of business. It is about using innovation to find creative and
value-added solutions to societal and environmental challenges. It is about
engaging shareholders and other stakeholders and collaborating with them to
more effectively manage potential risks and build credibility and trust in
society. Ultimately, it is about delivering improved shareholder value,
providing enhanced goods and services for customers, building trust and
credibility in the society in which the business operates, and becoming more
sustainable over the longer term.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or anti-terrorism
sanction laws or whose assets were seized, blocked, frozen or ordered forfeited
for violation of money laundering or international anti-terrorism laws.
2] Court Declaration :
No exist to suggest that subject is or was
the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No available
information exist that suggest that subject or any of its principals have been
formally charged or convicted by a competent governmental authority for any
financial crime or under any formal investigation by a competent government
authority for any violation of anti-corruption laws or international anti-money
laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair and
reasonable and comparable to compensation paid to others for similar services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms and
conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.63.18 |
|
|
1 |
Rs.98.85 |
|
Euro |
1 |
Rs.77.42 |
INFORMATION DETAILS
|
Information Gathered
by : |
HTL |
|
|
|
|
Analysis Done by
: |
DIV |
|
|
|
|
Report Prepared
by : |
ART |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILITY |
1~10 |
3 |
|
--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 |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER
|
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
53 |
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.