MIRA INFORM REPORT
|
Report Date : |
03.05.2014 |
IDENTIFICATION DETAILS
|
Name : |
TLG INDIA PRIVATE LIMITED (w.e.f.24.05.2001) ZENITH OPTI MEDIA (A DIVISION OF TLG INDIA PRIVATE LIMITED) |
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Formerly Known
As : |
LEO BURNETT INDIA PRIVATE LIMITED (w.e.f.06.09.2000) CHAITRA LEO BURNETT PRIVATE LIMITED (w.e.f.06.07.1992) CHAITRA ADVERTISING PRIVATE LIMITED |
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Registered
Office : |
Big Apple, Dr. Shirodkar Road, Parel, Mumbai – 400012, Maharashtra |
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Country : |
India |
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Financials (as
on) : |
31.03.2013 |
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Date of
Incorporation : |
15.05.1972 |
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Com. Reg. No.: |
11-015798 |
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Capital
Investment / Paid-up Capital : |
Rs. 30.065
Millions |
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CIN No.: [Company Identification
No.] |
U74300MH1972FTC015798 |
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PAN No.: [Permanent Account No.] |
AAACC1756E |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Providing Advertising and Communication services which includes Traditional Advertising Services (also Called Creative), Media Services and Specialized Marketing Services. |
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No. of Employees
: |
Information denied by the management. |
RATING & COMMENTS
|
MIRA’s Rating : |
Ca (19) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
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 |
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Status : |
Moderate |
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Payment Behaviour : |
Slow |
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Litigation : |
Clear |
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Comments : |
Subject is a subsidiary of Publicis Groupe Holdings BV, Netherlands. It is an established company having moderate track record. The company
has recorded huge accumulated losses due to which the networth of the company
has been eroded. However, business is active. Payment terms are slow. The company can be considered for business dealings on a secured 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
US investment bank
Goldman Sachs has upgraded its outlook on Indian markets as it expects
positive impact of the election cycle.
India’s economy may
grow 4.7 % in the current financial year, lower than the official estimate of 4.9
%, Fitch Rating said. The global rating agency expects the economy to pick up
in the next two financial years.
Global ratings
agency Standard & Poor said increasing focus by India Inc on lowering debt
is likely to improve their credit profiles.
Singapore (1.1
million Indian tourists in 2012), Thailand (one million), the United Arab
Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred
holidays hotspots for Indians. The total figure is expected to increase to 1.93
million by 2017, according to the latest Eurmonitor international report.
There is a $29.34 bn
outward foreign direct investment by domestic companies between April and
January of 2013/14 which has seen some signs of recovery according to a Care
Ratings report.
There are 264 number
of new companies being set up every day on average during 2014. Most of them
are registered in Mumbai. India had 1.38 million registered companies at the
end of January, 2014.
Twitter like
messaging service Weibo Corporation has filed to raise $ 500 million via a US
initial public offering. Alibaba, which owns a stake in Weibo is expected to
raise about $ 15 billion New York this year in the highest profile Internet IPO
since Facebook’s in 2012.
Bharti Airtel has
raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at
a coupon rate of three per cent and maturing in 2020. This is the largest ever
bond offering by an Indian company in Swiss Francs. Bharat Petroleum
Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98
% coupon rate in February.
Indian Oil
Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex
at its almost complete Paradip refinery in Odhisha in three to four years. The
company board is set to consider the setting up of a 700000 tonne per annum
polypropylene plant at an estimated cost at Rs.3150 crore.
Global chief
information officers at gathering in Bangalore in April to meet Indian startups
at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in
the making.
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 co-operative [91-22-66634444]
LOCATIONS
|
Registered Office : |
Big Apple, Dr. Shirodkar Road, Parel, Mumbai – 400012, Maharashtra,
India |
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Tel. No.: |
91-22-56634444/ 66634444/ 66634343 |
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Fax No.: |
91-22-24173825 |
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E-Mail : |
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Correspondence Office : |
15th Floor, Urmi Estate, Tower A, 95, Ganpatrao Kadam Marg,
Lower Parel (West), Mumbai – 400013, Maharashtra, India |
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Tel. No.: |
91-22-30410200 |
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Fax No.: |
91-22-30410210 |
DIRECTORS
AS ON 17.06.2013
|
Name : |
Mr. Arvind Rajkishore Sharma |
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Designation : |
Whole-time director |
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Address : |
11, Oceanview
Annexe, 100 Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India |
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Date of Birth/Age : |
10.06.1956 |
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Date of Appointment : |
03.05.1988 |
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PAN No.: |
AAGPS5691F |
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Voter ID No.: |
MT 08 036 208208 |
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DIN No.: |
01229072 |
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Name : |
Mr. Nitish Mukherjee |
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Designation : |
Whole-time director |
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Address : |
269, Tagore Park, New Delhi – 110009, India |
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Date of Birth/Age : |
09.05.1958 |
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Date of Appointment : |
01.11.2000 |
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PAN No.: |
AALPM7977R |
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Voter ID No.: |
DL 06 061 222912 |
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DIN No.: |
00561390 |
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Name : |
Mr. Jaroslaw Piotr Ziebinski |
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Designation : |
Director |
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Address : |
38, Mount Echo
Park, Singapore 248792 |
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Date of Birth/Age : |
08.06.1962 |
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Date of Appointment : |
16.07.2009 |
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DIN No.: |
02710385 |
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Name : |
Mr. Thomas Lloyd Bernardin |
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Designation : |
Director |
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Address : |
614 Spruce Ave Lake Forest United States 60045 |
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Date of Birth/Age : |
23.09.1953 |
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Date of Appointment : |
23.07.2010 |
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DIN No.: |
03546513 |
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Name : |
Mr. Manjit Singh Sandhu |
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Designation : |
Director |
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Address : |
630 Upper Thomson Road, #02-70, Singapore 787132 |
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Date of Birth/Age : |
23.09.1953 |
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Date of Appointment : |
27.06.2012 |
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DIN No.: |
05280786 |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 17.06.2013
|
Names of Shareholders |
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No. of Shares |
|
Publicis Groupe Holdings BV, Netherlands |
|
300651 |
|
Arebu Holdings B V, Netherlands |
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1 |
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TOTAL |
|
300652 |
AS ON 31.07.2013
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Names of Allottees |
|
No. of Shares |
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Publicis Groupe Holdings BV, Netherlands |
|
99999 |
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Arebu Holdings B V, Netherlands |
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1 |
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TOTAL |
|
100000 |
AS ON 17.06.2013
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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] |
100.00 |
BUSINESS DETAILS
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Line of Business : |
Providing Advertising and Communication services which includes Traditional Advertising Services (also Called Creative), Media Services and Specialized Marketing Services. |
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Brand Names : |
· LeoBurnett · Starcom · ZenithOptimedia · Digitas · Vivaki Exchange ·
Liquid Thread |
GENERAL INFORMATION
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No. of Employees : |
Information denied by the management. |
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Bankers : |
Not Available |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
S.R. Batliboi and Associates LLP Chartered Accountants |
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Address : |
The Ruby, 12th Floor, Zone A, 29 Senapati Bapat
Marg, Dadar [West], Mumbai - 400028, Maharashtra, India |
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Income-tax
PAN of auditor or auditor's firm : |
AABFS3421N |
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Holding company
: |
Publicis Groupe Holdings BV, Netherlands |
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Subsidiary
company : |
Orchard Advertising Private Limited [U74300MH1981FTC024111] |
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Fellow Indian
Subsidiaries : |
· Brandmap Communication Private Limited · Hanmer MSL Communications Private Limited · Indigo Systems and Technology Consulting (India) Private Limited · Publicis Communication Private Limited · Resultrix Media Private Limited (from 29th Oct, 2012) · Saatchi & Saatchi Private Limited · Solutions Integrated Services Private Limited · Twenty Twenty Media Private Limited · Twenty Twenty Webtech Private Limited · Watermelon Health Care Communications Private Limited (from 09th May, 2011) |
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Fellow International
Subsidiaries : |
· Beacon Communications k.k., Japan · Business Compass FZ-LLC · Denuo Limited – Zenith Optimedia, Hongkong · Hemisphere – Leo Burnett Inc, Philippines · Kitchen Reklambyra As, Norway · LB Shangai Advertising Company Limited, Beijing · Leo Burnett Company Inc, Chicago · Leo Burnett Company Limited, Canada · Leo Burnett Global Centre · Leo Burnett Limited, Argentina · Leo Burnett Limited, Hong Kong · Leo Burnett Limited, London · Leo Burnett Limited, Malaysia · Leo Burnett Limited, Philippines · Leo Burnett Limited, Singapore · Leo Burnett Limited, Thailand · Leo Burnett Limited, USA Inc · Leo Burnett USA · Brand Advertising Global, USA · Leo Burnett M&T Vietnam · MMS Communications Singapore Pte. Limited · Ninah Consulting Limited, USA · Performics, Singapore · PG Lion Re:Sources Australia Pty Limited, Australia · Phone Valley, France · PT.Star Reachers, Indonesia · Publicis Group Services, France · Resources, USA · Resources, France · Star Reacher Advertising Sdn Bhd, Malaysia · Star Reacher Group Company Limited, Thailand · Starcom Dubai, United Arab Emirates · Starcom Guangzhou, China · Starcom Mediavest Group FZ LLC, UAE · Starcom Mediavest Group, London · Starcom, Chicago · Starcom, Hong Kong · Starcom, Malasiya · Starcom, Singapore · Starcom, Asia Pacific · Starcom Mediawest Group Inc, USA · Starcom Mediawest Group Inc, Srilanka · Starcom Mediavest Group Medya Planama Satinalma Danismanlik Ve PAZ AS, Turkey · VivaKi (Malaysia) Sdn. Bhd · Vivaki Inc, USA · Vivaki Performance Zenith Optimedia, France · Zenith Optimedia International Limited, United Kingdom · Zenith Optimedia, Australia · Zenith Optimedia, Belgium · Zenith Optimedia, France · Zenith Optimedia, Singapore · Zenith Optimedia, Hong Kong |
CAPITAL STRUCTURE
AFTER 17.06.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
410,000 |
Equity Shares |
Rs. 100/- each |
Rs. 41.000 Millions |
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Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
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|
|
|
|
|
400,652 |
Equity Shares |
Rs. 100/- each |
Rs.40.065
Millions |
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AS ON 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
400,000 |
Equity Shares |
Rs. 100/- each |
Rs. 40.000 Millions |
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|
|
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Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
300,652 |
Equity Shares |
Rs. 100/- each |
Rs.30.065
Millions |
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|
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FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders'
Funds |
|
|
|
|
(a) Share Capital |
30.065 |
30.065 |
0.965 |
|
(b) Reserves & Surplus |
(200.458) |
(219.961) |
(317.613) |
|
(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) |
(170.393) |
(189.896) |
(316.648) |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
0.000 |
4.042 |
9.434 |
|
(b) Deferred tax liabilities (Net) |
0.000 |
0.000 |
0.000 |
|
(c)
Other long term liabilities |
0.000 |
0.000 |
0.000 |
|
(d)
long-term provisions |
35.750 |
32.382 |
38.173 |
|
Total
Non-current Liabilities (3) |
35.750 |
36.424 |
47.607 |
|
|
|
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|
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(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
471.544 |
1170.807 |
1025.408 |
|
(b)
Trade payables |
4190.455 |
3954.614 |
2583.974 |
|
(c)
Other current liabilities |
2492.448 |
1398.281 |
2278.136 |
|
(d)
Short-term provisions |
70.839 |
61.314 |
42.577 |
|
Total
Current Liabilities (4) |
7225.286 |
6585.016 |
5930.095 |
|
|
|
|
|
|
TOTAL |
7090.643 |
6431.544 |
5661.054 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
118.439 |
53.645 |
47.056 |
|
(ii)
Intangible Assets |
55.401 |
10.170 |
20.074 |
|
(iii)
Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
(iv) Intangible assets under development |
0.000 |
17.867 |
8.213 |
|
(b) Non-current
Investments |
0.200 |
0.200 |
0.200 |
|
(c) Deferred tax assets
(net) |
0.000 |
0.000 |
47.801 |
|
(d) Long-term Loan
and Advances |
473.915 |
536.229 |
628.459 |
|
(e)
Other Non-current assets |
0.000 |
1.603 |
0.000 |
|
Total
Non-Current Assets |
647.955 |
619.714 |
751.803 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
0.000 |
0.000 |
0.200 |
|
(b)
Inventories |
0.000 |
0.000 |
0.000 |
|
(c)
Trade receivables |
3759.596 |
4140.828 |
2468.672 |
|
(d)
Cash and cash equivalents |
36.440 |
65.267 |
37.842 |
|
(e)
Short-term loans and advances |
425.517 |
331.039 |
132.959 |
|
(f)
Other current assets |
2221.135 |
1274.696 |
2269.578 |
|
Total
Current Assets |
6442.688 |
5811.830 |
4909.251 |
|
|
|
|
|
|
TOTAL |
7090.643 |
6431.544 |
5661.054 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
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Revenue from operations |
1990.180 |
1625.255 |
1668.502 |
|
|
|
Other Income |
275.841 |
212.662 |
228.532 |
|
|
|
TOTAL |
2266.021 |
1837.917 |
1897.034 |
|
|
|
|
|
|
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|
Less |
EXPENSES |
|
|
|
|
|
|
|
TOTAL |
2246.277 |
1971.536 |
2075.227 |
|
|
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|
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|
PROFIT/ (LOSS)
BEFORE TAX |
19.744 |
(133.619) |
(178.193) |
|
|
|
|
|
|
|
|
|
Less |
TAX |
0.241 |
59.729 |
(6.346) |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX |
19.503 |
(193.348) |
(171.847) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Gross Billings (including Commission) for Advertising |
399.094 |
121.728 |
NA |
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
64.87 |
(643.10) |
NA
|
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
0.86
|
(10.52) |
(9.06) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
0.99
|
(8.22) |
(10.68) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
0.28
|
(2.08) |
(3.18) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.12)
|
0.70 |
0.56 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
(2.77)
|
(6.19) |
(3.24) |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.89
|
0.88 |
0.83 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
31.03.2011 |
31.03.2012 |
31.03.2013 |
|
|
(Rs. In Millions) |
(Rs. In Millions) |
(Rs. In Millions) |
|
Share Capital |
0.965 |
30.065 |
30.065 |
|
Reserves & Surplus |
(317.613) |
(219.961) |
(200.458) |
|
Net worth |
(316.648) |
(189.896) |
(170.393) |
|
|
|
|
|
|
long-term borrowings |
9.434 |
4.042 |
0.000 |
|
Short term borrowings |
1025.408 |
1170.807 |
471.544 |
|
Total borrowings |
1034.842 |
1174.849 |
471.544 |
|
Debt/Equity ratio |
(3.268) |
(6.187) |
(2.767) |
YEAR-ON-YEAR GROWTH
|
Year on Year Growth |
31.03.2011 |
31.03.2012 |
31.03.2013 |
|
|
(Rs. In Millions) |
(Rs. In Millions) |
(Rs. In Millions) |
|
Sales |
1668.502 |
1625.255 |
1990.180 |
|
|
|
(2.592) |
22.453 |
NET PROFIT MARGIN
|
Net Profit Margin |
31.03.2011 |
31.03.2012 |
31.03.2013 |
|
|
(Rs. In Millions) |
(Rs. In Millions) |
(Rs. In Millions) |
|
Sales |
1668.502 |
1625.255 |
1990.180 |
|
Profit |
(171.847) |
(193.348) |
19.503 |
|
|
(10.30%) |
(11.90%) |
0.98% |
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF CURRENT MATURITIES OF LONG TERM
DEBT:
|
Particulars |
31.03.2013 [Rs. in millions] |
31.03.2012 [Rs. in millions] |
31.03.2011 [Rs. in millions] |
|
|
|
|
|
|
Current Maturities of Finance Lease
Obligations |
0.000 |
5.492 |
NA |
|
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 |
No |
|
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 |
Yes |
|
34] |
External Agency Rating,
if available |
No |
INDEX OF CHARGES:
|
S.NO. |
CHARGE ID |
DATE OF CHARGE CREATION/MODIFICATION |
CHARGE AMOUNT SECURED |
CHARGE HOLDER |
ADDRESS |
SERVICE REQUEST NUMBER (SRN) |
|
1 |
90188810 |
10/06/2003 * |
20,000,000.00 |
BANQUE NATIONALE
DE PARIS BANK |
62; HOMJI
STREET, MUMBAI - 400001, MAHARASHTRA, INDIA |
- |
|
2 |
90188515 |
18/01/1994 |
10,000,000.00 |
BANQUE NATIONALE
DE PARIS BANK |
62; HOMJI
STREET, MUMBAI - 400001, MAHARASHTRA, INDIA |
- |
|
3 |
90187370 |
25/02/1991 * |
1,000,000.00 |
BANK OF INDIA |
CUMBALLA HILL
BRANCH, NS PATKAR MARG, MUMBAI - 400036, MAHARASHTRA, INDIA |
- |
|
4 |
90188234 |
26/08/1986 |
1,000,000.00 |
BANK OF INDIA |
CUMBALLA HILL
BRANCH, NS PATKAR MARG, MUMBAI - 400036, MAHARASHTRA, INDIA |
- |
|
5 |
90188117 |
01/10/1982 |
500,000.00 |
BANK OF INDIA |
CUMBALLA HILL
BRANCH, NS PATKAR MARG, MUMBAI - 400036, MAHARASHTRA, INDIA |
- |
|
6 |
90188062 |
20/04/1979 |
550,000.00 |
BANK OF INDIA |
DUROW BAUG
BRANCH, COLABAD CUSWAY, MUMBAI - 400039, MAHARASHTRA, INDIA |
- |
* Date of charge modification
UNSECURED LOANS
|
UNSECURED LOANS |
31.03.2013 (Rs.
In Millions) |
31.03.2012 (Rs.
In Millions) |
|
SHORT TERM BORROWINGS |
|
|
|
Term loans from banks |
140.151 |
1164.873 |
|
Working capital loans from banks |
330.000 |
0.000 |
|
Other loans and advances |
1.393 |
5.934 |
|
|
|
|
|
Total |
471.544 |
1170.807 |
CORPORATE INFORMATION
Subject was incorporated on May 15, 1972 as "Chaitra Advertising Private Limited", and is a subsidiary of Publicis Groupe Holdings BV, Netherlands. Subsequently on September 6, 2000, the company changed its name to "Leo Burnett India Private Limited". Effective May 24, 2001, the name of the company has been changed to "TLG India Private Limited".
The company is principally engaged in providing a range of communication services, which primarily relates to advertising by creative and production work, media planning and buying, digital designing, marketing services, advertising projects, strategic consulting, public relation services.
AMALGAMATION OF
WHOLLY OWNED SUBSIDIARY, BLACK PENCIL ADVERTISING PRIVATE LIMITED WITH THE
COMPANY
a) Pursuant to the Scheme of Arrangement and Amalgamation ('the Scheme')
approved by Honbl'e Mumbai High Court under Section 391 to 394 read with
section 100 to 103 and other applicable provisions of the Companies Act, 1956,
the company had taken over business of wholly owned subsidiary, Black Pencil
Advertising Private Limited (BPAPL) with effect from April 1, 2010, being the
Appointed Date. All the assets and liabilities of BPAPL as at April 1, 2011
were transferred to the Company at their respective book values.
b) The Scheme was effective from the Appointed Date (April 1, 2010) but
is operative from the date on which the certified copies of the Orders of the
High Court of Mumbai are filed with the Registrar of Companies (the Effective
date, which is August 4, 2011).
c) General business of the amalgamating companies is providing a range
of advertising services, which includes creative, print production, artwork,
etc.
d) As per the Scheme, from the Appointed Date (April 1, 2010) BPAPL
carried on business and activities for the benefit of and in trust for the
company and thus, all the profits or losses accruing or arising to BPAPL were
treated as profits or losses of the company.
e) Accordingly, all the assets and liabilities of BPAPL as at April 1,
2011 were taken over by the company at their
book value. The difference between the net assets of BPAPL transferred
to the company and the share capital held by the company was accounted as
Reserves & Surplus.
The details of the assets and liabilities transferred to the Company,
the shares issued and the resultant reserves & surplus as per the Scheme
are detailed as below:-
|
Particulars |
|
|
Cash |
|
|
Other assets |
|
|
Total Assets |
|
|
Less: Current Liabilities and Provisions |
19.250 |
|
Share capital held by the company |
0.200 |
|
Profit and Loss Account balance of subsidiary as at 1st April, 2010 |
(12.530) |
|
Profit of Subsidiary for the FY 2010 -11 |
0.603 |
g) There are no differences in accounting policies between the two
companies.
AMALGAMATION OF
HANMER MSL COMMUNICATIONS PRIVATE LIMITED WITH THE COMPANY
The company, pursuant to the provisions of section 391 to 394 of the
Companies Act, 1956 has filed the Scheme of Amalgamation (scheme) for merger
with Hanmer MSL Communications Private Limited,
("transferor company") on 08 October, 2012 with the Hon'ble
High Court of Mumbai. Pending the approval of the scheme from the High Court,
no effect of scheme is given in these financial statements.
BUSINESS OVERVIEW:
The Company is principally engaged in providing a range of Advertising and Communication services which includes traditional advertising Services (also called Creative), Media Services and Specialised Marketing Services by acting as full service agency. They operate under the brands primarily known as LeoBurnett, Starcom, ZenithOptimedia, Digitas, Vivaki Exchange and Liquid Thread.
During the year the Company has suffered a loss which is mainly driven by provision for doubtful debts made based on conservative accounting practices and significant increase in finance cost of borrowings.
Company’s continued effort in generating value to our Clients with most powerful creative advertisements and focusing on driving Return on Investment, managing best deals, generating powerful Research, effective usage of Media funds etc ensured that the company continues to maximise client satisfaction.
Leo Burnett has been well placed in the advertising fraternity by gathering 35 prominent awards (including 3 gold) for distinctive work done by the agency at the Goa Fest 2012.
The Company continues to remain focused in targeting growth industries and focusing on digital media, and thus reap the benefits in the coming years, while remained focused n developing and retaining quality talent.
During the year, the company added substantial new business
to its existing client portfolio by winning the accounts of Honda Siel Cars,
India Bulls, GlaxosmithKline, Jaiprakash Associates and so on.
FIXED ASSETS:
· Furniture and fixtures
· Vehicles
· Office equipment
· Computer equipments
· Other equipments
· Leasehold improvements
· 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 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.60.23 |
|
|
1 |
Rs.101.68 |
|
Euro |
1 |
Rs.83.45 |
INFORMATION DETAILS
|
Information Gathered
by : |
NYA |
|
|
|
|
Analysis Done by
: |
DIV |
|
|
|
|
Report Prepared
by : |
TPT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
3 |
|
PAID-UP CAPITAL |
1~10 |
2 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
2 |
|
--LIQUIDITY |
1~10 |
2 |
|
--LEVERAGE |
1~10 |
2 |
|
--RESERVES |
1~10 |
2 |
|
--CREDIT LINES |
1~10 |
-- |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
19 |
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.