|
Report Date : |
11.10.2014 |
IDENTIFICATION DETAILS
|
Name : |
TLG INDIA PRIVATE LIMITED (w.e.f.24.05.2001) |
|
|
|
|
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 |
|
|
|
|
Registered
Office : |
Big Apple, Dr. Shirodkar Road, Parel, Mumbai – 400012, Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
15.05.1972 |
|
|
|
|
Com. Reg. No.: |
11-015798 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 30.065
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U74300MH1972FTC015798 |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACC1756E |
|
|
|
|
Legal Form : |
Private Limited Liability Company |
|
|
|
|
Line of Business
: |
Providing Advertising and Communication services which includes traditional advertising Services (also called Creative), Media Services and Specialised Marketing Services. |
|
|
|
|
No. of Employees
: |
Information declined by the management |
RATING & COMMENTS
|
MIRA’s Rating : |
Ca (16) |
|
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 |
|
Status : |
Moderate |
|
|
|
|
Payment Behaviour : |
Slow |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a subsidiary of Publicis Groupe Holdings BV, Netherlands.
It is an established company having moderate track record. The management has recorded huge accumulated losses due to which the
networth of the company has been eroded. However, business is active. Payment terms are slow. In view of strong holding company and reputed client base, the subject
can be considered for business dealings on a safe and 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
N E W S
Verdict Implications
: Apex court order may alter coal import dynamics. Traders go slow on talks
over coal supply contracts, uncertainty over cancellation of blocks weigh on
stocks.
Recent arrest of the
Chennai head of the Registrar of Companies, the ministry of corporate affairs
arm that ensures that companies file all the information required by the
Companies Act is the latest manifestation of a messy fight between a father and
his adopted son for the control of Rs 40000 mn business empire. The Central
Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10
lakhs as bribe from M A M Ramaswamy, a CBI official said.
Central Bureau of
Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.
Infosys maintains
revenue guidance. COO Rao says attrition still an area of concern and it would
take a few more quarters to bring down levels to 13-15 %.
DHL to invest Euro
100 mn in India over next 2 years. The firm has chosen India to pilot its
e-commerce business model for the Asia-Pacific region.
Blackstone may buy
stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.
Kingfisher Airlines
Ltd grounded in October 2012 under the weight of heavy debt and accumulated
losses, recently approached the Delhi high court for relief in two separate
cases. The airline challenged a notice by Punjab & National Bank alleging
that it had willfully defaulted on Rs 7700 mn of loans and sought more time to
comply with the requirements under the listing agreements with the Stock
Exchanges.
OnMobile likely to
sack another 300 employees. The lay-offs follow a spate of senior-level exits
over the past two years, starting with of its founder. The overall lay-offs
could number around 600 and are driven by the need to cut costs, says a former
employee.
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2014.
INFORMATION DECLINED
MANAGEMENT NON-COOPERATIVE
[CONTACT NO.: 91-22-30410200]
LOCATIONS
|
Registered Office : |
Big Apple, Dr. Shirodkar Road, Parel, Mumbai – 400012, Maharashtra,
India |
|
Tel. No.: |
91-22-56634444/ 66634444/ 66634343 |
|
Fax No.: |
91-22-24173825 |
|
E-Mail : |
|
|
|
|
|
Correspondence Office : |
15th Floor, Urmi Estate, Tower A, 95, Ganpatrao Kadam Marg,
Lower Parel (West), Mumbai – 400013, Maharashtra, India |
|
Tel. No.: |
91-22-30410200 |
|
Fax No.: |
91-22-30410210 |
DIRECTORS
AS ON 17.06.2013
|
Name : |
Mr. Arvind Rajkishore Sharma |
|
Designation : |
Whole-time director |
|
Address : |
11, Oceanview
Annexe, 100 Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India |
|
Date of Birth/Age : |
10.06.1956 |
|
Date of Appointment : |
03.05.1988 |
|
PAN No.: |
AAGPS5691F |
|
Voter ID No.: |
MT/08/036/208208 |
|
DIN No.: |
01229072 |
|
|
|
|
Name : |
Mr. Nitish Mukherjee |
|
Designation : |
Whole-time director |
|
Address : |
269, Tagore Park, New Delhi – 110009, India |
|
Date of Birth/Age : |
09.05.1958 |
|
Date of Appointment : |
01.11.2000 |
|
PAN No.: |
AALPM7977R |
|
Voter ID No.: |
DL/06/061/222912 |
|
DIN No.: |
00561390 |
|
|
|
|
Name : |
Mr. Jaroslaw Piotr Ziebinski |
|
Designation : |
Director |
|
Address : |
38, Mount Echo
Park, Singapore 248792 |
|
Date of Birth/Age : |
08.06.1962 |
|
Date of Appointment : |
16.07.2009 |
|
DIN No.: |
02710385 |
|
|
|
|
Name : |
Mr. Thomas Lloyd Bernardin |
|
Designation : |
Director |
|
Address : |
614 Spruce Ave Lake Forest United States 60045 |
|
Date of Birth/Age : |
23.09.1953 |
|
Date of Appointment : |
23.07.2010 |
|
DIN No.: |
03546513 |
|
|
|
|
Name : |
Mr. Manjit Singh Sandhu |
|
Designation : |
Director |
|
Address : |
630 Upper Thomson Road, #02-70, Singapore 787132 |
|
Date of Birth/Age : |
23.09.1953 |
|
Date of Appointment : |
27.06.2012 |
|
DIN No.: |
05280786 |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 17.06.2013
|
Names of Shareholders |
|
No. of Shares |
|
Publicis Groupe Holdings BV, Netherlands |
|
300651 |
|
Arebu Holdings B V, Netherlands |
|
1 |
|
|
|
|
|
Total |
|
300652 |
AS ON 31.07.2013
|
Names of Allottees |
|
No. of Shares |
|
Publicis Groupe Holdings BV, Netherlands |
|
99999 |
|
Arebu Holdings B V, Netherlands |
|
1 |
|
|
|
|
|
Total |
|
100000 |
AS ON 17.06.2013
|
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] |
100.00 |
|
|
|
|
Total |
100.00 |

BUSINESS DETAILS
|
Line of Business : |
Providing Advertising and Communication services which includes traditional advertising Services (also called Creative), Media Services and Specialised Marketing Services. |
|
|
|
|
Brand Names : |
· LeoBurnett · Starcom · ZenithOptimedia · Digitas · Vivaki Exchange ·
Liquid Thread |
GENERAL INFORMATION
|
No. of Employees : |
Information declined by the management |
|||||||||||||||
|
|
|
|||||||||||||||
|
Bankers : |
· BNP Paribas French Bank Building, 62, Homji Street, Fort, Mumbai -
400001, Maharashtra, India |
|||||||||||||||
|
|
|
|||||||||||||||
|
Facilities : |
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
S.R. Batliboi and Associates LLP Chartered Accountants |
|
Address : |
The Ruby, 12th Floor, Zone A, 29 Senapati Bapat
Marg, Dadar [West], Mumbai - 400028, Maharashtra, India |
|
Income-tax
PAN of auditor or auditor's firm : |
AABFS3421N |
|
|
|
|
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) |
|
|
|
|
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 |
|
|
|
|
Holding company
: |
Publicis Groupe Holdings BV, Netherlands |
|
|
|
|
Subsidiary
company : |
Orchard Advertising Private Limited [U74300MH1981FTC024111] |
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 |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
400,652 |
Equity Shares |
Rs. 100/- each |
Rs. 40.065
Millions |
|
|
|
|
|
AS ON 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
400,000 |
Equity Shares |
Rs. 100/- each |
Rs. 40.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
300,652 |
Equity Shares |
Rs. 100/- each |
Rs. 30.065
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 |
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 |
|
|
|
|
|
|
(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 |
|
|
|
|
|
|
|
Revenue from operations |
1990.180 |
1625.255 |
1668.502 |
|
|
|
Other Income |
275.841 |
212.662 |
228.532 |
|
|
|
TOTAL |
2266.021 |
1837.917 |
1897.034 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
TOTAL |
2246.277 |
1971.536 |
2075.227 |
|
|
|
|
|
|
|
|
|
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/ (Loss) |
(171.847) |
(193.348) |
19.503 |
|
|
(10.30%) |
(11.90%) |
0.98% |

LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact
person |
No |
|
11] |
Turnover of firm for last
three years |
Yes |
|
12] |
Profitability for last
three years |
Yes |
|
13] |
Reasons for variation
<> 20% |
-- |
|
14] |
Estimation for coming
financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details
(if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm
/ promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of Proprietor/Partner/Director,
if available |
Yes |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
Yes |
|
34] |
External Agency Rating,
if available |
No |
CURRENT MATURITIES
OF LONG TERM DEBT: NOT AVAILABLE
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, MAHARASHTRA - 400001, INDIA |
- |
|
2 |
90188515 |
18/01/1994 |
10,000,000.00 |
BANQUE NATIONALE DE PARIS BANK |
62; HOMJI STREET, MUMBAI, MAHARASHTRA - 400001, INDIA |
- |
|
3 |
90187370 |
25/02/1991 * |
1,000,000.00 |
BANK OF INDIA |
CUMBALLA HILL BRANCH, NS PATKAR MARG, MUMBAI, MAHARASHTRA - 400036, INDIA |
- |
|
4 |
90188234 |
26/08/1986 |
1,000,000.00 |
BANK OF INDIA |
CUMBALLA HILL BRANCH, NS PATKAR MARG, MUMBAI, MAHARASHTRA - 400036, INDIA |
- |
|
5 |
90188117 |
01/10/1982 |
500,000.00 |
BANK OF INDIA |
CUMBALLA HILL BRANCH, NS PATKAR MARG, MUMBAI, MAHARASHTRA - 400036, INDIA |
- |
|
6 |
90188062 |
20/04/1979 |
550,000.00 |
BANK OF INDIA |
DUROW BAUG BRANCH, COLABAD CUSWAY, MUMBAI, MAHARASHTRA - 400039, 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
TLG India Private Limited ('TLG' or 'the company') 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 and surplus as per the Scheme are
detailed as below:-
|
PARTICULARS |
Amount
in Millions |
|
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 their 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 on 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, 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 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] 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. 61.16 |
|
UK Pound |
1 |
Rs. 98.62 |
|
Euro |
1 |
Rs. 77.67 |
INFORMATION DETAILS
|
Information Gathered
by : |
HTL |
|
|
|
|
Analysis Done by
: |
SUB |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
3 |
|
PAID-UP CAPITAL |
1~10 |
1 |
|
OPERATING SCALE |
1~10 |
2 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
2 |
|
--PROFITABILIRY |
1~10 |
1 |
|
--LIQUIDITY |
1~10 |
2 |
|
--LEVERAGE |
1~10 |
2 |
|
--RESERVES |
1~10 |
1 |
|
--CREDIT LINES |
1~10 |
2 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTERS |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
16 |
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.