MIRA INFORM REPORT
|
Report No. : |
317540 |
|
Report Date : |
17.04.2015 |
IDENTIFICATION DETAILS
|
Name : |
IGATE GLOBAL SOLUTIONS LIMITED (w.e.f. 23.06.2003) |
|
|
|
|
Formerly Known
As : |
MASCOT SYSTEMS LIMITED (w.e.f. 31.01.2000) MASCOT SYSTEMS PRIVATE LIMITED |
|
|
|
|
Registered
Office : |
Level II, Tower 3, Cyber City, Magarpatta City, Hadapsar, Pune –
411013, Maharashtra |
|
Tel. No.: |
91-20-39842000/ 26693457 |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2014 |
|
|
|
|
Date of
Incorporation : |
27.12.1993 |
|
|
|
|
Com. Reg. No.: |
11-145950 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.294.000 Million |
|
|
|
|
CIN No.: [Company Identification
No.] |
U85110PN1993PLC145950 |
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|
|
|
IEC No.: |
Not Available |
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|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
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|
|
|
PAN No.: [Permanent Account No.] |
AABCM4573E |
|
|
|
|
Legal Form : |
A Closely Held Public Limited Liability Company |
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|
|
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Line of Business
: |
Subject
is primarily engaged in providing Information Technology ("IT") and
IT - enabled operations offshore outsourcing solutions and services to large
and medium-sized organizations using an offshore/onsite model. |
|
|
|
|
No. of Employees
: |
Information declined by the management. |
RATING & COMMENTS
|
MIRA’s Rating : |
A (70) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
Status : |
Good |
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|
|
|
Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well-established company having fine track record. The rating reflects company’s healthy financial risk profile marked by
adequate liquidity position and decent profitability margins of the company. Trade relations are reported as fair. Business is active. Payments are
reported to be regular and as per commitment. 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.
EXTERNAL AGENCY RATING
NOT AVAILABLE
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 DENIED
Management non-co-operative (91-20-66991000)
LOCATIONS
|
Registered Office : |
Level II, Tower 3, Cyber City, Magarpatta City, Hadapsar, Pune –
411013, Maharashtra |
|
Tel. No.: |
91-20-39842000/ 26693457 |
|
Fax No.: |
91-20-39842082 |
|
E-Mail : |
|
|
Website : |
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|
Location : |
Owned |
|
|
|
|
Headquarters / Corporate Office : |
Plot No:158-162P and 165-170P, EPIP Phase II, Whitefield, Bangalore –
560 066, Karnataka, India |
|
Tel. No.: |
91-80-41040000 |
|
Fax No.: |
91-80-41259090 |
|
|
|
|
Training Centre : |
iGATE Training Centre, Akshay Tech Park, Jayalashmi
Exports and Imports, Plot No.72 and 73, EPIP Industrial Area, Whitefield,
Bangalore – 560 066, Karnataka, India |
|
Tel. No.: |
91-80-39839700 |
|
Fax No.: |
91-80-41259090 |
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|
|
|
Global Delivery Centre
: |
Located at: · Bangalore · Chennai · Hyderabad · Mumbai · Navi Mumbai · Pune · Noida · Gandhinagar |
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|
|
|
Overseas Sales Office : |
Located at: ·
Australia ·
China ·
Indonesia ·
Japan ·
Malaysia ·
Mauritius ·
Singapore |
|
|
|
|
Overseas Global Delivery Centre : |
Located at: ·
Australia ·
China |
DIRECTORS
As on 24.09.2014
|
Name : |
Ashok Trivedi |
|
Designation : |
Chairman |
|
Address : |
50, Friends Colony East, New Delhi – 110065, India |
|
Date of Birth/Age : |
20.04.1949 |
|
Qualification : |
M.B.A.,
M.Sc., B.Sc. |
|
Date of Appointment : |
27.12.1993 |
|
DIN No.: |
00024566 |
|
|
|
|
Name : |
Sunil Wadhwani |
|
Designation : |
Vice Chairman |
|
Address : |
1110, Meridian Drive, Nevillewood Presto PA – 15142, United States |
|
Date of Birth/Age : |
21.12.1952 |
|
Date of Appointment : |
27.12.1993 |
|
DIN No.: |
00380408 |
|
|
|
|
Name : |
Ashok Vemuri |
|
Designation : |
Director |
|
Address : |
15, Qak Lane, Green Brook, New Jersy – 08812, USA |
|
Date of Birth/Age : |
22.04.1968 |
|
Date of Appointment : |
18.12.2013 |
|
DIN No.: |
03545559 |
|
|
|
|
Name : |
Sujit Sircar |
|
Designation : |
Director |
|
Address : |
No. 402, Vars Casa Rosa, 1st Main Pai Layout, Old Madras
Road, Bangalore – 560016, Karnataka, India |
|
Date of Birth/Age : |
27.04.1968 |
|
Qualification : |
B.COM,
F.C.A |
|
Date of Appointment : |
01.01.2015 |
|
DIN No.: |
00026417 |
|
PAN No.: |
ABVPS3124K |
KEY EXECUTIVES
|
Name : |
Mukund Srinath |
|
Designation : |
Company Secretary |
|
Address : |
8, Rashmi Lakshmi Road, 1st Cross Shanti Nagar, Bangalore –
560027, Karnataka, India |
|
Date of Birth/Age : |
26.11.1960 |
|
Date of Appointment : |
02.11.2000 |
|
PAN No.: |
AFSPS7009A |
MAJOR SHAREHOLDERS
As on 24.09.2014
|
Names of Shareholders |
No. of Shares |
|
PAN-Asia IGATE Solutions, Mauritius |
16522959 |
|
iGATE Inc., USA |
9600000 |
|
iGATE Corporation, USA |
3064378 |
As on 24.09.2014
Equity Share Break up (Percentage of Total Equity)
|
Category |
Percentage |
|
Foreign holdings( Foreign institutional
investor(s), Foreign companie(s) Foreign financial institution(s),
Non-resident Indian(s) or Overseas Corporate bodies or Others |
99.49 |
|
Bodies corporate |
0.02 |
|
Other top fifty shareholders |
0.49 |
|
Total |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject
is primarily engaged in providing Information Technology ("IT") and
IT - enabled operations offshore outsourcing solutions and services to large
and medium-sized organizations using an offshore/onsite model. |
|
|
|
|
Products : |
Not Available |
|
|
|
|
Brand Names : |
Not Available |
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Agencies Held : |
Not Available |
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Exports : |
Not Divulged |
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Imports : |
Not Divulged |
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Terms : |
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Selling : |
Not Divulged |
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Purchasing : |
Not Divulged |
PRODUCTION STATUS = NOT AVAILABLE
GENERAL INFORMATION
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Suppliers : |
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Customers : |
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No. of Employees : |
Information declined by the management. |
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Bankers : |
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Facilities : |
(Rs.
In Million)
|
|
Auditors : |
|
|
Name : |
S.R. Batliboi and Associates LLP Chartered Accountants |
|
Address : |
UB City,
Canberra Block, 12th and 13th Floor, No.24, Vittal Malya
Road, Bangalore – 560 051, Karnataka, India |
|
PAN No.: |
AABFS3421N |
|
|
|
|
Memberships : |
Not Available |
|
|
|
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Collaborators : |
Not Available |
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|
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Ultimate Holding
Company : |
IGATE Corporation |
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|
|
|
Holding Company : |
PAN-Asia IGATE Solutions |
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Subsidiary
Companies : |
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Other related
parties (enterprise controlled by key management personnel) : |
Mastech Holdings Inc. |
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Related parties
with whom transactions have taken place during the year : |
|
CAPITAL STRUCTURE
As on 31.03.2014
Authorised Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
79950000 |
Equity Shares |
Rs.10/- each |
Rs.800.000 Million |
|
10800000 |
Compulsorily convertible preference shares |
Rs.10/- each |
Rs.108.000 Million |
|
|
Total
|
|
Rs.908.000
Million |
Issued, Subscribed & Paid-up Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
29433347 |
Equity Shares |
Rs.10/- each |
Rs.294.000
Million |
FINANCIAL DATA
[all figures are
in Rupees Million]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
|
|
|
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
294.000 |
128.000 |
127.640 |
|
(b) Reserves &
Surplus |
26482.000 |
21355.000 |
11172.000 |
|
(c) Money received
against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application
money pending allotment |
1.000 |
187.000 |
0.000 |
|
Total Shareholders’ Funds
(1) + (2) |
26777.000 |
21670.000 |
11299.640 |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) long-term borrowings |
40.000 |
38.000 |
24.360 |
|
(b) Deferred tax
liabilities (Net) |
65.000 |
23.000 |
17.000 |
|
(c) Other long term
liabilities |
1583.000 |
1501.000 |
72.000 |
|
(d) long-term provisions |
0.000 |
0.000 |
0.000 |
|
Total Non-current Liabilities
(3) |
1688.000 |
1562.000 |
113.360 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
3114.000 |
2551.000 |
2645.000 |
|
(b) Trade payables |
3835.000 |
4448.000 |
870.000 |
|
(c) Other current
liabilities |
1081.000 |
25188.000 |
1251.000 |
|
(d) Short-term provisions |
416.000 |
358.000 |
376.000 |
|
Total Current Liabilities
(4) |
8446.000 |
32545.000 |
5142.000 |
|
|
|
|
|
|
TOTAL |
36911.000 |
55777.000 |
16555.000 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
6933.000 |
6951.000 |
1808.000 |
|
(ii) Intangible Assets |
232.000 |
364.000 |
98.000 |
|
(iii) Capital
work-in-progress |
2544.000 |
720.000 |
150.000 |
|
(iv) Intangible assets
under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current
Investments |
778.000 |
1911.000 |
7600.000 |
|
(c) Deferred tax assets
(net) |
439.000 |
574.000 |
344.000 |
|
(d) Long-term Loan and Advances |
3979.000 |
3941.000 |
811.000 |
|
(e) Other Non-current
assets |
2.000 |
7.000 |
0.000 |
|
Total Non-Current Assets |
14907.000 |
14468.000 |
10811.000 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
8665.000 |
25893.000 |
2101.000 |
|
(b) Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade receivables |
7239.000 |
8228.000 |
1583.000 |
|
(d) Cash and cash
equivalents |
2211.000 |
2497.000 |
708.000 |
|
(e) Short-term loans and
advances |
2434.000 |
2859.000 |
424.000 |
|
(f) Other current assets |
1455.000 |
1832.000 |
928.000 |
|
Total Current Assets |
22004.000 |
41309.000 |
5744.000 |
|
|
|
|
|
|
TOTAL |
36911.000 |
55777.000 |
16555.000 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
SALES |
|
|
|
|
|
Income |
34247.000 |
34195.000 |
11561.000 |
|
|
Other Income |
1505.000 |
2098.000 |
123.000 |
|
|
TOTAL |
35752.000 |
36293.000 |
11684.000 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Employees benefits
expense |
18799.000 |
17620.000 |
7068.000 |
|
|
Other expenses |
9048.000 |
10474.000 |
2543.000 |
|
|
TOTAL |
27847.000 |
28094.000 |
9611.000 |
|
|
|
|
|
|
|
Less |
PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION
|
7905.000 |
8199.000 |
2073.000 |
|
|
|
|
|
|
|
Less |
FINANCIAL EXPENSES |
156.000 |
76.000 |
45.000 |
|
|
|
|
|
|
|
|
PROFIT / (LOSS) BEFORE
TAX, DEPRECIATION AND AMORTISATION |
7749.000 |
8123.000 |
2028.000 |
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
1250.000 |
1277.000 |
431.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) BEFORE TAX |
6499.000 |
6846.000 |
1597.000 |
|
|
|
|
|
|
|
Less |
TAX |
1555.000 |
1497.000 |
191.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) AFTER TAX
|
4944.000 |
5349.000 |
1406.000 |
|
|
|
|
|
|
|
|
EARNINGS IN FOREIGN
CURRENCY |
|
|
|
|
|
Revenue from operations |
33763.000 |
33911.000 |
NA |
|
|
Other Income |
149.000 |
54.000 |
NA |
|
|
TOTAL EARNINGS |
33912.000 |
33965.000 |
11561.000 |
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
Capital Goods |
587.000 |
332.000 |
NA |
|
|
Software consumables |
2.000 |
13.000 |
NA |
|
|
TOTAL IMPORTS |
589.000 |
345.000 |
NA |
|
|
|
|
|
|
|
|
Earnings / (Loss) Per
Share (Rs.) |
167.97 |
181.73 |
47.77 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Net Profit Margin (PAT/Sales) |
(%) |
14.44 |
15.64 |
12.16 |
|
|
|
|
|
|
|
Operating Profit Margin (PBDIT / Sales) |
(%) |
23.08 |
23.98 |
17.93 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
19.60 |
13.02 |
18.87 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.24 |
0.32 |
0.14 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.12 |
0.12 |
0.24 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.61 |
1.27 |
1.12 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Million]
DEBT EQUITY RATIO
|
Particular |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs. In Million) |
(Rs. In Million) |
(Rs. In Million) |
|
Share Capital |
127.640 |
128.000 |
294.000 |
|
Reserves & Surplus |
11172.000 |
21355.000 |
26482.000 |
|
Net worth |
11299.640 |
21483.000 |
26776.000 |
|
|
|
|
|
|
long-term borrowings |
24.360 |
38.000 |
40.000 |
|
Short term borrowings |
2645.000 |
2551.000 |
3114.000 |
|
Total borrowings |
2669.360 |
2589.000 |
3154.000 |
|
Debt/Equity ratio |
0.236 |
0.121 |
0.118 |
YEAR-ON-YEAR GROWTH
|
Year on Year Growth |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs. In Million) |
(Rs. In Million) |
(Rs. In Million) |
|
Sales |
11561.000 |
34195.000 |
34247.000 |
|
|
|
195.779 |
0.152 |
NET PROFIT MARGIN
|
Net Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs. In Million) |
(Rs. In Million) |
(Rs. In Million) |
|
Sales |
11561.000 |
34195.000 |
34247.000 |
|
Profit |
1406.000 |
5349.000 |
4944.000 |
|
|
12.16% |
15.64% |
14.44% |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES
OF LONG TERM DEBTS = NOT AVAILABLE
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact
person |
Yes |
|
11] |
Turnover of firm for last
three years |
Yes |
|
12] |
Profitability for last
three years |
Yes |
|
13] |
Reasons for variation
<> 20% |
---------------------- |
|
14] |
Estimation for coming
financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details (if
applicable) |
No |
|
21] |
Market information |
---------------------- |
|
22] |
Litigations that the firm
/ promoter involved in |
---------------------- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
---------------------- |
|
26] |
Buyer visit details |
---------------------- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of
Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
No |
UNSECURED LOAN
(Rs.
In Million)
|
Particulars |
As
on 31.03.2014 |
As
on 31.03.2013 |
|
SHORT TERM
BORROWING |
|
|
|
Pre-shipment credit in foreign currency from banks |
3114.000 |
2551.000 |
|
Total |
3114.000 |
2551.000 |
INDEX OF CHARGES
|
S. No. |
Charge ID |
Date of Charge Creation/Modification |
Charge amount secured |
Charge Holder |
Address |
Service Request Number (SRN) |
|
1 |
90091858 |
29/04/2002 |
670,000,000.00 |
STANDARD CHARTERED BANK |
MAHATMA GANDHI ROAD, FORT, MUMBAI, Maharashtra - 400001, INDIA |
- |
|
2 |
90089314 |
25/08/1986 |
7,500,000.00 |
AMERICAN EXPRESS BANK LIMITED |
ORIENTAL HOUSE, D.N. ROAD; FORT, BOMBAY, Maharashtra - 400001, INDIA |
- |
|
3 |
90083400 |
12/07/1985 |
13,000,000.00 |
BANK OF AMERICA NATIONAL TRU AND SERVICES ASSOCIATION |
EXPRESS TOWERS, NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA |
- |
|
4 |
90089281 |
04/07/1985 |
6,000,000.00 |
AMERICAN EXPRESS INTERNATIONAL BANKING CORPORATION |
D.N. ROAD, FORT, BOMBAY, Maharashtra - 400001, INDIA |
- |
|
5 |
90089266 |
19/11/1984 |
2,000,000.00 |
AMERICAN EXPRESS INTERNATIONAL BANKING CORPORATION |
ORIENTAL BUILDING, DR. D.N. ROAD, BOMBAY, Maharashtra - 400001, INDIA |
- |
* Date of charge modification
CORPORATE INFORMATION
IGATE Global Solutions Limited (“the Company” or “IGS”) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in providing Information Technology (“IT”) and IT - enabled operations offshore outsourcing solutions and services to large and medium-sized organizations using an offshore/onsite model. The Company has its branches and subsidiaries in United States, Canada, Japan, Singapore, Australia, Sweden, Switzerland, United Kingdom, Belgium, France, Finland, Germany, Mexico and Netherlands. IT services and IT-enabled operation offshore outsourcing solutions is delivered using the offshore centers located in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India.
On May 12, 2011, the Company acquired 11% of equity interest in IGATE Computer Systems Limited (‘ICS’) (formerly known as Patni Computer Systems Limited). The Company, along with its ultimate holding company and its subsidiaries issued a public announcement regarding the proposed acquisition of remaining ICS equity shares and delisting the fully paid-up equity shares of ICS. ICS then applied to the Bombay stock exchange (BSE) and the National stock exchange (NSE) to voluntarily delist its equity shares from those exchanges. Upon completion of the purchase of ICS’s remaining shares, trading was discontinued as on 21 May 2012 and ICS’s shares were delisted from the of the BSE and the NSE as on 28 May 2012. Subsequently, ICS applied for voluntary delisting of its ADSs from the New York stock exchange (NYSE) and for de-registration of the ADSs under the Securities Exchange Act of 1934. The ADSs were delisted from the NYSE after the close of trading on September 28, 2012. The Company also purchased 35.16 % shares for a cash consideration of Rs. 24796 million.
Amalgamation of IGATE
Computer Systems Limited with the company
In accordance with the scheme of Amalgamation (hereinafter referred to as “the Scheme”) erstwhile IGATE Computer Systems Limited, primarily engaged in providing IT and IT enabled operations offshore outsourcing solutions and services, (hereinafter referred to as “the Amalgamating Company”) as approved by the members on 22 January 2013 and subsequently sanctioned by the Honorable High Court of Mumbai by order dated 10 May 2013, have been merged with the Company. The undertaking of the Amalgamating Company being all the properties, rights and powers including all the assets, debts, liabilities, duties and obligations have been transferred to and vested in the Company restrospectively with effect from 1 April 2012. The Scheme has accordingly been given effect to in the accounts in the previous year.
The amalgamation has been accounted for under the “Pooling of interest” method as prescribed by Accounting Standard (AS) 14 (Accounting for Amalgamations) issued by the Institute of Chartered Accountants of India (ICAI). Accordingly the assets, liabilities and reserves of the Amalgamating Company are recorded by the Company at their existing carrying amounts as on April 1, 2012 after making necessary adjustments to bring about the uniformity in the accounting policies followed by the two companies as specified in the Scheme.
Pursuant to the Scheme, 16,668,969 Equity shares of Rs.10 each of the Company has allotted to the shareholders of the Amalgamating Company in the ratio of 5 equity share for 22 shares held in the Amalgamating Company as complete settlement for purchase consideration. For the purpose of exchange, IGS and ICS equity shares were valued at Rs. 2263 and Rs. 514 respectively.
In terms of the Scheme, the equity shares issued and allotted by the Company shall rank for dividend, voting rights and in all other respects pari-passu with the existing equity shares of the Company.
As provided in the scheme of amalgamation the following adjustments were provided in the books of the Company:
a) The inter-company balances were eliminated and there were no further outstanding balances.
b) The assets and liabilities of the amalgamating Company pursuant to the Scheme were recorded at book values.
c) The deficit, being the difference between the value of shares issued and book value of net assets taken over after accounting for the cancellation of investments have been debited to the securities premium account, general reserve and the balance if any, has been adjusted against the accumulated credit balance in the statement of profit and loss.
d) The cancellation of the share capital of the amalgamating Company pursuant to scheme and utilization of the securities premium account of the transferee company as mentioned in Clause (c) above, has been effected as an integral part of the Scheme in accordance with the provisions of Section 78 of the Companies Act, 1956.
All profits or income accruing or arising to and expenditures or losses incurred by the Amalgamating Company during the period April 1, 2012 to March 31, 2013 have also been incorporated in these accounts. During this period, the amalgamating Company carried on the existing business and activities in trust for and on behalf of the Company, accordingly all vouchers, documents, etc. for the period are in the name of the Amalgamating Company. The title deeds for all contracts, deeds, bonds, licenses, agreements, loan documents, etc. have been transferred in the name of the Company.
In terms of the scheme, all employees in service of the Amalgamating Company have become employees of the Company without any break of interruption in service. All rights, duties, powers and obligations of the Amalgamating Company in relation to Provident Fund, ESI, Gratuity Fund, Superannuation Fund, etc. have been transferred to the Company. Employee’s stock options which did not vest prior to May 28, 2013 (‘record date’) but not exercised were granted proportionate stock options under the new stock option plan of the Company.
The details of assets and liabilities taken over pursuant to scheme of amalgamation are as follows:
|
Particulars |
Rs. In Million |
|
Fixed assets |
5475.000 |
|
Capital work in progress |
477.000 |
|
Non-current investments |
6461.000 |
|
Other non-current assets |
7723.000 |
|
Current investments |
17021.000 |
|
Trade receivables |
4390.000 |
|
Cash and bank balances |
1087.000 |
|
Other current assets |
2006.000 |
|
Total assets (A) |
44640.000 |
|
Liabilities |
|
|
Long-term provisions |
5672.000 |
|
Trade payables |
1658.000 |
|
Short-term provisions |
273.000 |
|
Deferred tax liability |
144.000 |
|
Other current liabilities |
1037.000 |
|
Total Liabilities
(B) |
8784.000 |
|
Reserves |
|
|
Building revaluation reserve |
1.000 |
|
Capital redemption reserve |
275.000 |
|
Securities premium account |
10225.000 |
|
Unrealized gain/(loss) on cashflow |
(885.000) |
|
General reserve |
3242.000 |
|
Net surplus in the statement of profit and loss |
22695.000 |
|
Stock options outstanding and shares pending allotment |
32.000 |
|
Total Reserves (C) |
35585.000 |
|
Net Asset (A-B-C) |
271.000 |
|
Less: Held by IGS
(As on May 28, 2013) |
46.16 % |
|
Net Asset |
146.000 |
|
Purchase consideration |
167.000 |
|
Excess of Purchase consideration over net assets debited to securities premium account |
(21.000) |
CONTINGENT
LIABILITIES
(Rs. In Million)
|
Particulars |
31.03.2014 |
31.03.2013 |
|
Guarantee issued by bank on behalf of the Company |
218.00 |
112.000 |
FIXED ASSETS
- Land
- Building
- Computer
- Office Equipment
- Furniture and Fixtures
- Leasehold Improvement
- Vehicle
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 records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper payments
to government officials for engaging in prohibited transactions or with
designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws, regulations
or policies that prohibit, restrict or otherwise affect the terms and
conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.62.37 |
|
|
1 |
Rs.92.44 |
|
Euro |
1 |
Rs.66.56 |
INFORMATION DETAILS
|
Information
Gathered by : |
SVA |
|
|
|
|
Analysis Done by
: |
KAR |
|
|
|
|
Report Prepared
by : |
PNM |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
8 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
8 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
8 |
|
--PROFITABILITY |
1~10 |
8 |
|
--LIQUIDITY |
1~10 |
8 |
|
--LEVERAGE |
1~10 |
8 |
|
--RESERVES |
1~10 |
8 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
--- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER
|
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
70 |
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.