MIRA INFORM REPORT

 

 

Report Date :

27.05.2014

 

IDENTIFICATION DETAILS

 

Name :

VODAFONE INDIA LIMITED (w.e.f.11.10.2011)

 

 

Formerly Known As :

VODAFONE ESSAR LIMITED (w.e.f.12.07.2007)

 

HUTCHISON ESSAR LIMITED (w.e.f.26.08.2005)

 

HUTCHISON MAX TELECOM LIMITED (w.e.f.01.12.2004)

 

HUTCHISON MAX TELECOM PRIVATE LIMITED

 

 

Registered Office :

Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

21.02.1992

 

 

Com. Reg. No.:

11-119108

 

 

Capital Investment / Paid-up Capital :

Rs. 4140.870 Millions

 

 

CIN No.:

[Company Identification No.]

U32200MH1992PLC119108

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMH07197B

 

 

PAN No.:

[Permanent Account No.]

AAACH5332B

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Providing Mobile Telecommunication Services.

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (62)

 

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

 

 

Maximum Credit Limit :

USD 308000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a subsidiary of “VODAFONE GROUP PLC”. It is well-established company having fine track record.

 

The company has incurred losses from its operational activities over a year.

 

However, the rating takes into consideration company’s healthy market position in the Indian wireless telecommunication industry marked by its adequate liquidity position. Further rating also takes into consideration managerial and financial support that company receives from its parent company.

 

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

 

In view of strong holding support, the Company can be considered good for normal business dealings at usual trade terms and conditions.  

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

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.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long term rating : AA

Rating Explanation

High degree of safety and very low credit risk. 

Date

April 03, 2014

 

 

Rating Agency Name

CRISIL

Rating

Short term rating : A1+

Rating Explanation

Very strong degree of safety and carry lowest credit risk.

Date

April 03, 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 31-03-2012.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON-COOPERATIVE

 

[CONTACT NO.: 91-22-71715000]

 

 

LOCATIONS

 

Registered/ Corporate Office :

Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India

Tel. No.:

91-22-66645000/ 66661222/ 66661200

Fax No.:

91-22-24963645

E-Mail :

krishnan.iyer@vodafone.com

pushkaraj.joshi@vodafone.com 

krishnan.iyer@hutch.in

sudhakar.shetty@vodafone.com

Website :

http://www.vodafone.in

 

 

Branch Offices :

Located at:

 

·         Delhi

Mumbai

Bangalore

Ahmedabad

Jaipur

Kolkata

Lucknow

Mohali

Hyderabad

Meerut

Chennai

Karnal

Kochi

Pune

 

 

DIRECTORS

 

AS ON 08.08.2013

 

Name :

Mr. Marten Pieters

Designation :

Managing director

Address :

Lyndewood House, Flat No 4, 1st Floor, 9 Bomanji Petit Road, Mumbai - 400026, Maharashtra, India

Date of Birth/Age :

29.04.1953

Qualification :

P.G in Economics, Dutch Law

Date of Appointment :

14.07.2009

PAN No.:

BBDPP1859D

DIN No.:

02598456

 

 

Name :

Mr. Analjit Singh

Designation :

Director

Address :

15, Aurangzeb Road, New Delhi – 110011, India

Date of Birth/Age :

11.01.1954

Qualification :

B.A, B.S, MBA (Boston)

Date of Appointment :

23.03.2006

DIN No.:

00029641

 

 

Name :

Mr. Chittranjan Dua

Designation :

Director

Address :

88, Sunder Nagar, New Delhi – 110003, India

Date of Birth/Age :

03.11.1951

Qualification :

B.A. (Hon) & M.A. (Hon) in Economics, LL.B.

Date of Appointment :

27.09.2006

DIN No.:

00036080

 

 

Name :

Mr. Vikram Singh Mehta

Designation :

Director

Address :

18, Friends' Colony West, New Delhi – 110065, India

Date of Birth/Age :

30.10.1952

Qualification :

BA Maths (Hons), MA Economics, Oxford University and MA (Energy Economics) , Tufts University

Date of Appointment :

08.08.2013

DIN No.:

00041197

 

 

Name :

Mrs. Ashwani Windlass

Designation :

Director

Address :

N-53, Panchshila Park, New Delhi - 110017, India

Date of Birth/Age :

02.07.1956

Qualification :

B.Com, MBA

Date of Appointment :

26.05.2012

DIN No.:

00042686

 

 

Name :

Mr. Rajesh R Laddha

Designation :

Director

Address :

3201/3202 of Tower, 4th Floor, Plant Godrej Simplex, Starata, 30 Keshav Roa Kgadey Marg, Mumbai – 400011, Maharashtra, India

Date of Birth/Age :

07.05.1967

Qualification :

MBA, CPA, CA, CMA

Date of Appointment :

16.02.2012

DIN No.:

02228042

 

 

Name :

Mr. Nicholas Johnathan Read

Designation :

Director

Address :

8, Cresta, Queens Hill Rise, Ascot, United Kingdom SL5 7DP

Date of Birth/Age :

29.09.1964

Qualification :

F.C.M.A., B.A. (Hons) Accounting and Finance

Date of Appointment :

28.11.2008

DIN No.:

02392270

 

 

Name :

Mr. John William Lorimer Otty

Designation :

Director

Address :

1, Harvest Place, Wargrave, Reading Berkshire U. K. RG10 8AQ

Date of Birth/Age :

13.01.1964

Qualification :

Degree in Electronic Engineering from Cambridge University, ACA - 1989

Date of Appointment :

08.08.2013

DIN No.:

02432741

 

 

KEY EXECUTIVES

 

Name :

Mr. Pushkaraj Vishnu Joshi

Designation :

Company Secretary

Address :

5-23, Third Floor, Goregaonkar Lane, Near Central Cinema, Girgaon, Mumbai – 400004, Maharashtra, India

Date of Birth/Age :

14.05.1974

Qualification :

B.Com, ACA, ACS, PGDBA, ACIS, AIII, CMA, LLB, ARMFA

Experience :

16 Years

Date of Appointment :

01.11.2010

PAN No.:

ABBPJ7121R

 

 

Name :

Prasanna Kumar Das

Designation :

VP - Distribution Projects

 

 

Name :

Ajay Patel

Designation :

EVP - Central Operations Group

 

 

Name :

Sunil Sood

Designation :

Chief Operating Officer

 

 

Name :

Deepak Sachdeva

Designation :

GM - Sales and Marketing Ops

 

 

Name :

Suresh Bagrodia

Designation :

EVP – Finance and Accounts

 

 

Name :

Balesh Sharma

Designation :

CEO (Malta)

 

 

Name :

Zahir Wykes

Designation :

VP Retail Business Experience

 

 

Name :

Himanshu Jain

Designation :

GM- Applic. Devpt and Maint

 

 

Name :

Rajiv Kohli

Designation :

Operations Director - North

 

 

Name :

JPS Choudhary

Designation :

AVP - Human Resources

 

 

Name :

Sambasivan G

Designation :

EVP - Finance

 

 

Name :

Jagadish B

Designation :

AVP - HR Business Partner

 

 

Name :

Sundeep Kathuria

Designation :

Sr. VP - Regulatory

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 08.08.2013

 

Names of Shareholders (Table A**)

 

No. of Shares

 

Central Depository Services (India) Limited, India

 

395251799

Vodafone Telecommunications(India) Limited, India

 

18835021

Telecom Investments India Private Limited, India

 

30

 

 

 

Total

 

 

414086850

 

 

(Table A**)

 

Names of Shareholders

 

No. of Shares

 

Vodafone Telecommunications (India) Limited

 

19642064

Mobilvest

 

39684917

Trans Crystal Limited

 

34600965

Al-Amin Investments Limited

 

19238530

Prime Metals Limited

 

6346082

CCII (Mauritius) Inc

 

10568355

Euro Pacific Securities Limited

 

94459317

Asian Telecommunications Investments (Mauritius) Limited

 

23218582

Telecom Investments India Private Limited

 

53658489

Usha Martin Telematics Limited

 

25123355

Jaykay Finholding (India) Private Limited

 

2122557

Piramal Enterprises Limited

 

45425328

Omega Telecom Holdings Private Limited

 

21163258

 

 

 

Total

 

 

395251799

 

 

AS ON 08.08.2013

 

Equity Share Breakup

Percentage of Holding

Category

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

64.38

Bodies corporate

35.62

 

 

Total

 

100.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Providing Mobile Telecommunication Services.

 

 

Products/ Services :

ITC Code No.

 

Product Descriptions

99841310

Mobile telecommunications services- access and use

 

 

GENERAL INFORMATION

 

No. of Employees :

Information declined by the management

 

 

Bankers :

ICICI Bank Limited

 

 

Facilities :

 

SECURED LOANS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG-TERM BORROWINGS

 

 

Rupee term loans from banks

58711.000

59515.000

 

 

 

Total

 

58711.000

59515.000

 

LONG-TERM BORROWINGS

 

Nature of security

 

The equity shares of certain Indian subsidiaries of the Company have been pledged as security with the lenders. Term loans are further secured by assignment of the Unified Access Services Licenses (UAS) of the Company and its certain Indian subsidiaries under tripartite agreements between the licensees, Department of Telecom (DoT) and the lenders. The equity shares and UAS licenses also provide security for the loans taken by the said Indian subsidiaries.

 

Terms of repayment of long-term loans and other long-term loans

 

Rs. 93000.000 millions repayable in financial year 2015-16, Rs. 1283.000 millions repayable in financial year 2016-17 and Rs. 1362.000 millions repayable in financial year 2017-18 respectively. However, in terms of the subordination deed executed with the unsecured lenders, the subordinated loans together with interest accrued there on, are repayable at the end of the subordination period, being the earlier of the date on which the secured loans are paid in full and the date when the financial covenants stipulated by the secured lenders are complied.

 

 

 

 

Banking Relations :

--

 

 

Financial Institution :

·         IL & FS Trust Company Limited

IL & FS Financial Centre, Plot No C22, G Block, Bandra Kurla Complex Bandra [East], Mumbai - 400051, Maharashtra, India

 

 

Auditors :

 

Name :

Delloite Haskins and Sell

Chartered Accountants

Address :

Tower 3, 27th-32nd Floor, India Bulls Finance Centre, Elphinstone Mill Compound, Senapati Bapat Marg, Elphinstone [West], Mumbai – 400013, Maharashtra, India

Income-tax PAN of auditor or auditor's firm :

AACFD4815A

 

 

Holding Company :

Vodafone Group Plc

 

 

Intermediate Holding Company :

Vodafone International Holdings B.V.

 

 

Subsidiary Company :

·         Vodafone West Limited [U32100GJ1995PLC035282]

Vodafone South Limited [U74899DL1995PLC074451]

Vodafone Cellular Limited [U64202TZ1995PLC007674]

Vodafone Digilink Limited [U64201DL1997PLC088088]

Vodafone Mobile Services Limited [U64202DL1992PLC088087]

Vodafone Shared Services Limited [U74900GJ2009PLC058189]

Vodafone Spacetel Limited [U72200DL1997PLC085764]

Mobile Commerce Solutions Limited [U74900MH2008PLC183456]

Vodafone Towers Limited [U64200DL2007PLC207420]

Unique Intermediary Facilitators [U65999MH2008NPL182612]

Vodafone East Limited [U32204WB1992PLC079998]

Connect (India) Mobile Technologies Private Limited ( w.e.f February 24, 2012) [U32202MH1999PTC120818]

 

 

Fellow Subsidiary

Company :

·         Vodafone Investments Luxembourg S.A.R.L

Vodafone Group Services Limited

Vodafone India Services Private Limited [U64201GJ1999PTC059542]

Vodafone Procurement Company

Vodafone Netherlands

Vodafone Qatar, Q.S.C

Vodafone Sales and Services Limited

Vodafone Ireland Marketing Limited

Vodafone Overseas Finance Limited

Vodafone Albania

Vodafone Egypt

Vodafone Czech Republic a.s.

Vodafone D2 GmbH

Vodafone Panafon S.A.

Vodafone Hungary Limited

Vodafone Malta Limited

Vodafone Netherlands

Vodafone Portugal

Vodafone Romania S.A.

Vodafone Spain

Telsim Mobile Turkey

Vodafone Limited

Vodafone Omnitel N.V.

Vodafone Espana S.A.

Vodacom Group (Pty) Limited

Vodafone Fiji

Vodafone Asia Pacific Limited

Vodafone Germany (Mobile)

Ghana Telecommunications Company Limited

Vodafone Turkey

Vodacom South Africa

Vodafone New Zealand Limited

Cable and wireless (w.e.f March 31,2013)

Vodafone Global Enterprise INC

Vodafone Australia Limited

Vodafone Procurement Company Sarl

 

 

Joint Venture :

Indus Towers Limited [U92100DL2007PLC170574]

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

500,000,000

Equity Shares

Rs. 10/- each

Rs. 5000.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

414,086,850

Equity Shares

Rs. 10/- each

Rs. 4140.870 Millions

 

 

 

 

 


 

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

4140.870

4140.870

4140.900

(b) Reserves & Surplus

72870.000

76298.000

80739.200

(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)

77010.870

80438.870

84880.100

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

70656.000

70090.000

64387.200

(b) Deferred tax liabilities (Net)

0.000

0.000

252.300

(c) Other long term liabilities

1881.000

1294.000

459.800

(d) long-term provisions

3717.000

2645.000

1621.400

Total Non-current Liabilities (3)

76254.000

74029.000

66720.700

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

53893.000

53981.000

43757.100

(b) Trade payables

9633.000

7274.000

7224.200

(c) Other current liabilities

5527.000

5338.000

4392.200

(d) Short-term provisions

292.000

210.000

193.000

Total Current Liabilities (4)

69345.000

66803.000

55566.500

 

 

 

 

TOTAL

222609.870

221270.870

207167.300

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

13040.000

11575.000

8927.600

(ii) Intangible Assets

32452.000

34215.000

35419.700

(iii) Capital work-in-progress

1938.870

2210.870

2360.200

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

71224.000

71226.000

69725.600

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

81780.000

59524.000

21147.000

(e) Other Non-current assets

316.000

335.000

0.000

Total Non-Current Assets

200750.870

179085.870

137580.100

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

0.000

0.000

0.000

(c) Trade receivables

1942.000

1849.000

1692.200

(d) Cash and cash equivalents

2942.000

2302.000

2353.300

(e) Short-term loans and advances

14927.000

36463.000

59471.700

(f) Other current assets

2048.000

1571.000

6070.000

Total Current Assets

21859.000

42185.000

69587.200

 

 

 

 

TOTAL

222609.870

221270.870

207167.300

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Revenue from operations

32227.000

29875.000

26834.600

 

 

Other Income

17222.000

10822.000

8296.600

 

 

TOTAL                                    

49449.000

40697.000

35131.200

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

21203.000

18428.000

15697.300

 

 

Employee benefit expense

4457.000

4281.000

3794.000

 

 

Other expenses

6141.000

6495.000

6406.100

 

 

TOTAL                                    

31801.000

29204.000

25897.400

 

 

 

 

 

Less

PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

17648.000

11493.000

9233.800

 

 

 

 

 

Less

FINANCIAL EXPENSES            

12793.000

11886.000

6060.000

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

4855.000

(393.000)

3173.800

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION        

5066.000

4300.000

1824.100

 

 

 

 

 

 

EXCEPTIONAL ITEMS

(3218.000)

0.000

(12447.100)

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX

(3429.000)

(4693.000)

(11097.400)

 

 

 

 

 

Less

TAX                                                     

0.000

(252.000)

476.200

 

 

 

 

 

 

PROFIT/ (LOSS) AFTER TAX

(3429.000)

(4441.000)

(11573.600)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Roaming Revenue

473.000

620.000

687.200

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

3289.000

2115.000

1563.800

 

 

 

 

 

 

Earnings/ (Loss) Per Share (Rs.)

(8.28)

(10.72)

(27.95)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

(6.93)
(10.91)
(32.94)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(10.64)
(15.71)
(41.35)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(2.29)
(3.17)
(8.22)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.04)
(0.06)
(0.13)

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

1.62

1.54

1.27

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.32

0.63

1.25

 

 

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

4140.900

4140.870

4140.870

Reserves & Surplus

80739.200

76298.000

72870.000

Net worth

84880.100

80438.870

77010.870

 

 

 

 

long-term borrowings

64387.200

70090.000

70656.000

Short term borrowings

43757.100

53981.000

53893.000

Total borrowings

108144.300

124071.000

124549.000

Debt/Equity ratio

1.274

1.542

1.617

 

 

 

 

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

26834.600

29875.000

32227.000

 

 

11.330

7.873

 

 

 

 

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

26834.600

29875.000

32227.000

Profit/ (Loss)

(11573.600)

(4441.000)

(3429.000)

 

(43.13%)

(14.87%)

(10.64%)

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

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 long-term debt

804.000

782.000

31.600

 

 

 

 

 

 

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

Yes

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

 

 

LITIGATION DETAILS

 

HIGH COURT OF BOMBAY

 

CASE DETAILS

BENCH: BOMBAY

Presentation Date: 25.10.2013

Lodging No: APPL/426/2013    Filing Date: 25.10.2013    

Main Matter

Lodging No: CPL/683/2009                                            Reg. No.: CP/712/2009

Petitioner: COMMISSIONER OF INCOME TAX-7                 Respondent: VODAFONE INDIA LIMITED

Petn. Adv : ABHAY AHUJA (0)

District: MUMBAI

Bench: DIVISION

Status: Pre-Admission                                                              Category: APPEALS

Next Date: 16.06.2014                                                              Stage: APPEALS FOR ADMISSION - FRESH [ORIGINAL SIDE MATTERS]

Coram: HON’BLE SHRI JUSTICE S.J. VAZIFDAR

              HON’BLE SHRI JUSTICE B.P. COLABAWALLA

 

Last Date: 24.03.2014                                                              Stage: APPEALS FOR ADMISSION - FRESH [ORIGINAL SIDE MATTERS]

Last Coram: HON’BLE SHRI JUSTICE S.J. VAZIFDAR

                      HON’BLE SHRI JUSTICE B.P. COLABAWALLA

Act: Companies Act and Rules 1956

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

80039461

25/05/2009 *

280,000,000,000.00

IL & FS TRUST COMPANY LIMITED

IL & FS FINANCIAL CENTRE, PLOT NO C22, G BLOCK, BANDRA KURLA COMPLEX BANDRA [EAST], MUMBAI - 400051, MAHARASHTRA, INDIA

A65857302

 

* Date of charge modification

 

 

UNSECURED LOANS

 

UNSECURED LOANS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG-TERM BORROWINGS

 

 

Loans and advances from related parties

11945.000

10575.000

SHORT TERM BORROWINGS

 

 

Term loans from banks

7000.000

14481.000

Term loans from others

1893.000

0.000

Commercial paper

45000.000

39500.000

 

 

 

Total

 

65838.000

64556.000

 

 

CHANGE OF ADDRESS:

 

The Registered office of the company has been shifted from Hutch Houde, G Kadam Marg, Peninsula Corporate Park, L Parel, Mumbai - 400013, Maharashtra, India to the present address w.e.f.21.09.2007.

 

 

BACKGROUND

 

The Company is engaged in providing mobile telecommunication services in the Mumbai Metro Circle.

 

 

PERFORMANCE

 

During the year, on a standalone basis:

 

Revenue from operations of the Company stood at Rs 32227.000 millions, representing a growth of 8 % as compared to previous year, primarily driven by growth in voice minutes and data revenue.

 

The PBITDA increased to Rs 17648.000 millions, a growth of 54 % compared to the previous year, mainly driven by cost reduction measures undertaken by the Company during the year.

 

The Loss after tax stood at Rs 3429.000 millions for the current year as compared to Rs 4441.000 millions during the previous year.

 

 

YEAR IN RETROSPECT

 

The year 2012-13 has seen further corporate changes with respect to Vodafone India Group and the following major events occurred during the year:

 

1.       Proposed Amalgamation of Telecom Operating Subsidiaries

2.       Status of Merger of Tower Company with Indus Towers Limited

3.       Spectrum Auctions Update.

4.       Withdrawal of High Court Order on Demerger of Long Distance Business

 

 

 

Proposed Amalgamation of Telecom Operating Subsidiaries

 

With the objective to restructure, amalgamate and consolidate the business of Vodafone India Limited (VIL) carried out through certain of its subsidiaries which form a part of VIL's group, two Schemes of Amalgamation have been undertaken, subject to necessary approvals, if any required and have filed the schemes with the respective High Court of their jurisdiction during the year. They are:

 

1.       Vodafone Digilink Limited, Vodafone South Limited, Vodafone East Limited and Vodafone Cellular Limited to amalgamate with and into Vodafone Mobile Services Limited;

 

2.       Vodafone Spacetel Limited and Vodafone West Limited to amalgamate with and into Vodafone Mobile Services Limited;

 

It is believed that the above mentioned two merger schemes would be in the interests of all the stakeholders of the respective Amalgamating Companies, as it would result in increased operational efficiencies, bring economies of scale and result in synergetic integration of businesses presently being carried on by the Amalgamating Companies. These Scheme will further result in consolidation of the business of provision and marketing of telecom services and products in one entity and would strengthen the position of the proposed merged entity i.e., Vodafone Mobile Services Limited, by enabling it to harness and optimise the synergies of the Amalgamating Companies.

 

The proposed amalgamation is in line with the global trend to achieve size, scale, integration and greater financial strength and flexibility, in the interests of maximising shareholder value. The proposed merged entity i.e., Vodafone Mobile Services Limited is likely to achieve higher long-term financial returns than could be achieved individually by each of these subsidiaries.

 

 

Status of Merger of Vodafone infrastructure Limited (Tower Company) with Indus Towers Limited

 

As informed to the shareholders in the last annual report, the Tower Company, together with Idea Cellular Towers Infrastructure Limited (ICTIL), Bharti Infratel Ventures Limited (BIVL) and Indus Towers Limited (Indus), a joint venture between Vodafone India Limited, Idea Cellular Limited and Bharti Airtel Limited, had filed a scheme of arrangement in the Hon'ble Delhi High Court under section 391 to 394 of the Companies Act, 1956, for transfer of all assets and liabilities of the Tower Company, ICTIL and BIVL to Indus with effect from 1 April 2009.

 

On 18 April 2013, the High Court has sanctioned the said scheme which also provides for winding up of the Tower Company. The Delhi High Court Order sanctioning the merger of VINFL with Indus has been received and the copy thereof is filed with the Registrar of Companies and is effective w.e.f 11 June 2013. With this the Indus merger scheme has been sanctioned and made effective.

 

 

Spectrum won in Auctions

 

During the year, the Department of Telecommunications had announced auction of spectrum in October 2012 in the 1800MHz Band. Certain subsidiaries viz: Vodafone South Limited, Vodafone Spacetel Limited, Vodafone Cellular Limited and Vodafone Digilink Limited participated and won spectrum in 14 Service Areas / Circles

 

1.25 MHz in MandG, Uttar Pradesh (East), Kerala, Punjab and Himachal Pradesh

 

2.5 MHz in Assam, North East, Bihar, Jammu and Kashmir, Orissa, Madhya Pradesh, Uttar Pradesh (West), Haryana and West Bengal

 

 

Application for Withdrawal of High Court Order on Demerger of Long Distance Business

 

Further to the update given to the shareholders in the last annual report, Vodafone Spacetel Limited (VSPL) and Vodafone South Limited (VSL) had applied to the Department of Telecommunications seeking its approval for effecting the demerger of the Long Distance Business from VSL to VSPL. However, subsequently, the DoT had denied approval to the Scheme. Thereafter, VSL and VSPL had in their respective commercial and business interests applied the Hon'ble Delhi High Court seeking necessary Order / Declaration that the Scheme has not become effective. The Hon'ble Delhi High Court has considered the application and has passed suitable order granting withdrawal of the said Scheme.

 

 

OUTLOOK FOR FY14

 

With the select exit and scaling down of operations by some players, some level of market rationalization is expected in FY14. The change in the market structure from high gross additions post the new verification norms is expected to reflect in improving quality focus and healthier subscriber base. Tightened acquisition norms and reduced viability of some players will likely see a reduction in competitive intensity. The current trend of rationalization of acquisition and free minutes and discounts is expected to continue in the next year. This is most likely to translate into improvement in revenue per minute. However regulatory uncertainties over license extension and auctions, MandA norms and regulation impacting revenue streams like 3G ICR, free roaming will have a significant impact.

 

Revenue growth in FY14 is expected to be driven by a mix of growth in subs, MOU per subscriber, and RpM hardening. Increasing data usage resulting from growth of smartphone penetration and high bandwidth consuming applications, video streaming and downloads would also be a contributing factor to revenue growth during FY14. Vodafone is one among the top multinational consumer brands in India and we expect to leverage the brand especially in the areas of fixed and mobile data business with Multinationals, Small and Medium enterprise segments.

 

Vodafone will also continue expanding its rural coverage, monetize its 3G/ Broadband investments and exploit new revenue opportunities in Enterprise and SME sectors. Vodafone also plans to extend the m-pesa services across telecom circles over next 12 to 18 months. The focus on cost reduction and working capital improvement will continue with more rigor in the coming year. Given the strong presence across India and brand strength of Vodafone, the management is confident of delivering consistent results.

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

1. Regulatory Matters:

 

 

a) Demand from Department of Telecom (DoT) for one-time fee for Spectrum in excess of 6.2 MHz and in excess of 4.4 MHz. TDSAT has stayed the DoT's order till July, 2013. The Company has obtained legal counsel that such fee cannot be levied for Spectrum allocated in accordance with policies as at the date of such allotments.

6067.000

0.000

b) Demands (March 2012: Show cause notice) received from DoT for short payment of licence fees for 2006-07 and 2007-08 relating to the computation of AGR for determining licence fees payable, including interest. The TDSAT has stayed the demand order till the date of next hearing.

410.000

553.000

c) Demand from DoT, including interest and penalty, on provisional assessment of annual Licence Fees for FY 2008-09.

2332.000

0.000

d) Demands from DoT towards short payment of licence fees (including interest and penalties) with respect to deductions claimed on PSTN and roaming charges (access charges).

1070.000

0.000

e) Additional charges for license and WPC fees, including interest and penalty, levied by DoT and contested by the Company.

1336.000

562.000

f) Demand from BSNL and MTNL for Port charges.

15.000

129.000

g) Show cause notice by DoT for delays in submission of self-certificates required under Electro-magnetic field exposure norms, contested by the company.

9.000

0.000

2. Income Tax matters pending in appeal in respect of disallowance under section 80IA, other disallowances and non deduction of tax at source *

17660.000

7401.000

3. Service Tax demands in respect of disallowance of CENVAT credit on towers, shelters and other matters.

1462.000

1361.000

4. Custom duty for classification issue.

67.000

65.000

5. Consumer / civil cases.

19.000

34.000

 

*In addition to above, the Company has received few draft assessment orders, the impact of which is presently not determinable.

 

Future cash outflows in respect of the above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities

Guarantees:

 

 

Joint and several guarantees given to banks by the Company together with certain of its Indian subsidiaries for loans , including interest thereon:

284108.000

297766.000

Total amount of cross guarantees utilised against the above guarantee

236722.000

234645.000


FIXED ASSETS:

 

·         Plant and equipment

Other plant and equipment

Furniture and fixtures

Vehicles

Motor vehicles

Office equipment

Computer equipments

Other equipments

Leasehold improvements

Computer software

Licenses and franchise

 

 

PRESS RELEASES:

 

FIPB TO TAKE UP VODAFONE’S FDI PROPOSAL ON NOVEMBER 13

 

New Delhi,

The Foreign Investment Promotion Board will take a decision on November 13 on British telecom major Vodafone’s proposal seeking approval to invest Rs 101410.000 Millions for raising its stake in India unit to 100 per cent. CGP India Investments Limited, an indirect Mauritian subsidiary of Vodafone International Holdings B V, has applied to FIPB seeking its approval to buy stake held by minority shareholders in Vodafone India Limited.

 

The application is listed on the agenda of November 13 meeting of the Foreign Investment Promotion Board (FIPB), which is headed by Economic Affairs Secretary Arvind Mayaram.

 

The UK-based telecom major at present holds 64.38 per cent stake in its Indian arm Vodafone India.

 

After the FIPB approval, the matter will go to the Cabinet Committee on Economic Affairs upon whose approval Vodafone India is expected to become the first mobile operator in the country to be fully owned by a foreign company.

 

The government in August relaxed rules to allow foreign companies to own 100 per cent of their businesses in India. Earlier, the FDI cap in the sector was 74 per cent.

 

Vodafone’s minority investors include billionaire industrialist Ajay Piramal, who holds 11 per cent stake in India’s second largest telecom company by subscriber base.

 

The remaining nearly 25 per cent interest is with undisclosed minority shareholders. Analjit Singh, Vodafone India non-executive chairman, is understood to be one among them.

 

“The total inflow of foreign investment into India as a result of the proposed transactions will be approximately Rs 101410.000 Millions. Following the completion of these transactions, Vodafone will also consider providing additional funding to VIL by subscribing to equity shares of VIL,” Vodafone had earlier said.

 

Vodafone, which entered India in 2007 by buying Hutchison Whampoa in Hutchison-Essar Limited in a $ 11 billion deal, directly holds 64.38 per cent stake in Vodafone India.

 

The telecom major was slapped with a tax liability of over Rs 112000.000 Millions, along with interest, for the 2007 acquisition and is in discussions with the government to resolve the issue.

 

 

FIPB TO TAKE UP VODAFONE’S RS.101410.000 MILLIONS PROPOSAL ON 6 DECEMBER

 

Mon, Nov 25 2013

 

New Delhi: The Foreign Investment Promotion Board (FIPB) will on 6 December consider the Rs.101410.000 Millions proposal of UK telecom giant Vodafone to acquire the remaining stake in its Indian arm.

 

“The FIPB will meet on 6 December. Vodafone is listed on the meeting agenda,” an official source told. CGP India Investments Limited, an indirect Mauritian unit of Vodafone International Holdings BV, has sought approval from the FIPB, headed by Economic Affairs Secretary Arvind Mayaram, to buy the stake held by minority shareholders in Vodafone India Limited.

 

The UK-based telecom major holds a 64.38% stake in the Indian unit. The proposal, which was listed on the agenda of FIPB’s meeting on 13 November, was not taken up for want of comments from various ministries.

 

Opinions had been sought from the Department of Telecom, Department of Industrial Policy and Promotion, Ministry of Home Affairs, Ministry of External Affairs and the Department of Revenue.

 

The government had in August allowed foreign telecom companies to own 100% of their businesses in India.

 

Previously, the foreign direct investment cap in the sector was 74 %. Vodafone’s minority investors include billionaire industrialist Ajay Piramal, who holds an 11% stake in India’s second-largest telecom company by subscribers. The remaining stake is with undisclosed shareholders. Analjit Singh, Vodafone India’s non-executive chairman, is understood to be among them.

 

“The total inflow of foreign investment into India as a result of the proposed transactions will be approximately Rs.101410.000 Millions. Following the completion of these transactions, Vodafone will also consider providing additional funding to VIL by subscribing to equity shares of VIL,” Vodafone had said.

 

Vodafone entered India in 2007 by buying Hutchison Whampoa’s stake in Hutchison-Essar Limited in a USD 11 billion deal.

 

The company was slapped with a tax liability of over Rs.112000.000 Millions, along with interest, for the 2007 acquisition and is in talks with the government to resolve the issue.

 

 

VODAFONE TO RAISE INDIAN UNIT STAKE TO 100% FOR RS 101410.000 MILLIONS

 

Oct 29, 2013

 

Vodafone Group Plc. said it has sought the government's approval to invest Rs 101410.000 Millions to raise its stake in its India unit to 100%, becoming the first overseas telecom operator to take advantage of a relaxation in foreign investment rules in the sector.

 

UK-based Vodafone entered India in 2007 by buying Hutchison Whampoa's local mobile phone business for around $11 billion. Its current direct stake in Vodafone India Ltd. (VIL) stands at 64.38%, and overall holding is at 84.5%. Piramal Enterprises holds about 11%, while the balance is owned by financial investors including Analjit Singh, Vodafone India's non-executive chairman.

"We have always said we would like to increase our holding in the business and this further investment demonstrates Vodafone's long-term commitment to India," the world's second largest mobile phone company said in a statement Tuesday.

 

It added that once the current transaction is completed, the company would consider infusing more funds into its domestic unit by subscribing to shares of Vodafone India which has grown to become the country's second largest mobile phone operator by subscribers.

 

"Looking ahead, Vodafone will continue to invest in India to bring the benefits of mobile communications and financial inclusion to more and more people across the country," the company said. Analjit Singh or officials at Piramal Enterprises couldn't be reached for comment.

 

Vodafone's move has been widely anticipated since the government lifted the maximum foreign investment limit on the telecom sector from 74% earlier this year. "The government has allowed 100% FDI in telecom and operators will avail this to iron out the legal and operational complexities in running joint venture partnerships," Hemant Joshi of Deloitte Haskins & Sells said.

 

Other Indian telecom operators with majority foreign owners include Sistema Shyam Teleservices Limited, a unit of Russia's Sistema JSFC; Uninor, a unit of Norway's Telenor ASA; and Aircel Limited, majority owned by Malaysia's Maxis. Operators such as Tata Teleservices Limited and Idea Cellular Limited also have strategic partners in Japan's NTT DoCoMo and Axiata, respectively.

 

"The cap on the FDI made it mandatory to seek approvals from all partners at the proportionate level but with just one owner in the boardroom, the turn around time to make decisions will be much lesser and it will simplify the structure," Joshi added. For Vodafone, India is a key market.

 

The fastest growing and second largest telecom market in the world is also one the British telecom major's major revenue earning geographies. Moreover, Vodafone India needs cash ahead of spectrum auctions likely in January next year. While the company hasn't confirmed its participation in future auctions, Vodafone India head Marten Pieters has said that operators do need bandwidth to deepen their services.

 

The India chief has also stated that rules permitting, Vodafone may also participate in consolidation in Indian telecom for which the company would need cash.

 

The British company is flush with funds after its $130 billion deal with US's Verizon, and has said that it plans to increase its capital expenditures by $9 billion over the next three financial years, mainly to improve the quality of its network and focus on wireless broadband for subscribers in Europe and emerging markets such as India and South Africa.

 

Vodafone's latest move will also be a shot in the arm for the Indian government struggling to revive an economy whose growth has slowed to its lowest in a decade, as it faces challenges of wide fiscal and current account deficits, and a weak rupee. New Delhi has been desperate for foreign funds to limit its current account gap this fiscal year ending March 2014 to less than 3.7% of GDP. The company though has had a rough time since it entered India.

 

The group booked a Ł2.3 billion impairment charge on its Indian operations in May 2010 due to stiff competition and a fierce price war. It is also embroiled in a longstanding dispute against the government over local authorities' moves to tax and levy penalties worth Rs 200000.000 Millions over the UK company's stake buy from Hutchison Whampoa.

 

Both parties have agreed to settle it through arbitration. Vodafone has also moved court against a separate tax demand in an alleged transfer pricing case. Over time, Vodafone has also struggled with finding partners for its additional stake. It entered the company with its predecessor Hutchison's partners - the Essar group. But at the end of a three year period fraught with regulatory and some managerial disagreements, the two partners parted ways in 2010.

 

At the time, Vodafone sought an Indian partner to offload 11% equity that the Essar group held in India. The Piramal group, that was then just flushed with cash from sale of assets to Abbott, picked up the stake for $640 million with the guarantee of a two year exit with a 17-20% return on investment. The deadline for that exit is in March.

 

Vodafone's proposal to buy back equity also dashes hopes of an immediate initial public offer, which was a likely exit route for the Piramal group.

 

Despite its tax woes, competitive environment and the regularity uncertainty following the multibillion dollar 2G spectrum allocation scam, the company remains upbeat about the sector which is gradually seeing a return of pricing stability.

 

The regulator's recommendations on slashing base price of spectrum to be auctioned in some months and a flat spectrum usage charge, and news that the government is considering bandwidth sharing and trading and sharing, as well as industry friendly M&A rules have added to an upbeat mood in the sector.

 

 

PIRAMAL TO SELL STAKE IN VODAFONE ONLY NEXT YEAR

 

Oct 31, 2013

 

MUMBAI: The Piramal Group expects the transaction to sell its stake in Vodafone India back to the telecom company's UK parent only in the next financial year starting April 1, the pharmaceutical company's chairman said, adding that the returns on the group's investment will be "as planned".

 

On Tuesday, Vodafone Group said it sought the government's approval to invest Rs 101410.000 Millions to raise its stake in its India unit to 100%, becoming the first overseas telecom operator to take advantage of a relaxation in foreign investment rules in the sector.

 

Vodafone, which entered the country in 2007 by buying Hutchison Whampoa's local mobile phone business for around $11 billion, currently directly owns 64.38% in Vodafone India Limited (VIL). It, however, indirectly holds 84.5% in VIL.

 

Piramal Enterprises holds about 11%, while the balance is owned by financial investors, including Analjit Singh, Vodafone India's non-executive chairman.

 

"This is a good thing. It is happening as we had envisaged," Piramal Group chairman Ajay Piramal told ET on Wednesday. He described Vodafone's decision as a step in the right direction for the Piramal Group. The Piramal Group had earlier anticipated it would exit through an initial public offer of Vodafone India shares. Exit through IPO or not, the Piramal Group is more concerned about the return on its investment, which at the time of investment in 2011 it had said should be between 17% and 20% annually.

 

"It will have a return as planned," said Piramal, adding that it really didn't matter how the exit was taking place. Piramal, however, hasn't yet decided where he would deploy the funds from the stake sale.

 

"We will see where it goes at the time," said Piramal. The Piramal Group had always maintained Vodafone for it was a financial parking of resources from its deal with Abbott. In September 2010, the group sold its profit making India pharmaceutical business putting around Rs 100000.000 Millions in its coffers, net of tax and debt repayment requirements.

 

The group announced it was looking to enter new businesses, but meanwhile the cash lay idle.

 

Almost a year later, the group invested over $1.2 billion, (roughly Rs 72000.000 Millions at current exchange rate, but closer to Rs 50000.000 Millions when it was invested) to pick up 11% in Vodafone India from Vodafone's then partner, the Essar group.

 

Piramal had then said that the investment in Vodafone was to buy time till current research activities, including drug discovery business developed. The company also has investments in financial services which could need capital by next year. However, the group hasn't made any significant announcement on drug discovery advancement or trials of technology that could need such a large investment, said an analyst with a domestic brokerage.

 

 

BOMBAY HIGH COURT DISMISSES VODAFONE'S PLEA IN TRANSFER PRICING CASE

 

Sep 6, 2013

 

MUMBAI: The Bombay High Court on Friday dismissed a petition filed by Vodafone India Services Private Limited, which had argued that the income tax department had no jurisdiction over the UK-based telecom company's outsourcing unit in Pune.

 

The court, while dismissing the petition, clarified that transfer pricing authorities have the right to investigate suo-moto on any cross border deals, and gave the telecom company the option to seek an alternate remedy.

 

The court also directed the tax department not to serve an order or final assessment notice till November 30.

 

A division bench comprising Justice SJ Vazifdar and Justice RY Ganoo said in an order, "We found that in an earlier case (old Vodafone litigation) alternate remedy was not argued, but here the parties have argued about alternate remedy at length and hence they have the option to go to the Income Tax Appellate Tribunal (ITAT)."

 

A division bench of the court suggested to Vodafone to appeal against the tax order in ITAT. In February 2012, the British telecom group had knocked at the court's door, challenging the jurisdiction of the tax department's transfer pricing order that proposed to add around Rs 85000.000 Millions to its Indian subsidiary's taxable income.

 

When asked whether the verdict would strengthen the income tax (IT) department's stance in other transfer pricing cases, Tejveer Singh, senior standing counsel for the income tax department, said, "Once a judgment is delivered on a specific point of law, it acts as a precedent and is binding for that specific point of law and the onus shifts to the other side to prove that the judgement is distinguishable.""

 

Transfer pricing is the practice of arm's length pricing for transactions between group companies to ensure that a fair price is levied.

 

"The Bombay High Court's decision today focused solely on procedure and not on the merits of Vodafone's case," said a Vodafone spokesperson in response to an email query. "The Court ruled that the matter should be looked at by the tax tribunal in the first instance, rather than passing it directly to the Bombay high court. The high court also extended the stay on the final assessment order, already granted by the court and the company now has almost twelve weeks to review its options."

 

In a similar dispute in December 2011, the Bombay high court had dismissed metals giant Hindalco's writ petition that challenged a transfer pricing order that sought to add nearly Rs 11550.000 Millions to the company's taxable income. The high court observed that the Birla Group entity could exercise alternate remedies or forums for an appeal, including the Dispute Resolution Panel.

 

Vodafone is embroiled in the most controversial tax dispute with the government for its acquisition of Hutchison Whampoa's Indian arm in 2007. Post this transaction, the IT authorities raised a Rs 112000.000 Millions tax demand which was challenged by the British company in both the high court as well as Supreme Court. The apex court ruled in favour of Vodafone, saying tax authorities don't have any jurisdiction to tax the acquisition. However, the government revived the case by introducing retrospective amendment, which affected other such big-ticket deals as well.


 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

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

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs. 58.59

UK Pound

1

Rs. 98.66

Euro

1

Rs. 79.81

 

 

INFORMATION DETAILS

 

Information Gathered by :

HTL

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

BVA

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

9

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

9

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

--

--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

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTERS 

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

62

 

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.