MIRA INFORM REPORT
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Report No. : |
337954 |
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Report Date : |
24.08.2015 |
IDENTIFICATION DETAILS
|
Name : |
BROADCOM
COMMUNICATIONS TECHNOLOGIES PRIVATE LIMITED (w.e.f. 25.01.2011) |
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|
|
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Formerly Known
As : |
BECEEM
COMMUNICATIONS PRIVATE LIMITED |
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Registered
Office : |
4th Floor,
Campus 1A, RMZ Ecospace, Bellandur Village,
Varthur Hobli, Bangalore – 560 103, Karnataka |
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Tel. No.: |
91-80-41484444 |
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Country : |
India |
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Financials (as
on) : |
31.03.2014 |
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Date of
Incorporation : |
11.02.2004 |
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Com. Reg. No.: |
08-033347 |
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Capital
Investment / Paid-up Capital : |
Rs.1.000
million |
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CIN No.: [Company Identification
No.] |
U72900KA2004PTC033347 |
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IEC No.: |
0704002884 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
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PAN No.: [Permanent Account No.] |
AACCB8136B |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Subject is engaged into providing embedded engineering services such as design/ development, maintenance, quality assurance, test and support of end to end solutions to group companies located outside India. |
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No. of Employees
: |
Information declined by the Management. |
RATING & COMMENTS
|
MIRA’s Rating : |
Aa (82) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
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 |
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Maximum Credit Limit : |
USD 6927000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a subsidiary of “BroadCom Corporation, U.S.A. (listed in Fortune 500 at 328 position).” The company incorporated during the year 2004. It has fine track record. For the financial year 2014, the company has healthy operational activity marked by impressive top line growth and decent sales turnover along with profitability margin of 7.2%. Further, the company has strong financial risk profile marked by efficient reserves position and zero debt balance sheet profile.
Moreover, the company has healthy and strong financial and managerial support from its holding company. Trade relations are reported as fair. Business is active. Payment terms are regular and as per commitment. In view of strong financial risk profile, the company can be considered for business dealings at usual trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – March 31, 2015
|
Country Name |
Previous Rating (31.12.2014) |
Current Rating (31.03.2015) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
Not Available |
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Rating |
Not Available |
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Rating Explanation |
Not Available |
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Date |
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
31-03-2013.
INFORMATION DECLINED
Management non-cooperative
(Tel. No.: 91-80-41484120)
LOCATIONS
|
Registered Office : |
4th Floor,
Campus 1A, RMZ Ecospace, Bellandur Village,
Varthur Hobli, Bangalore – 560 103, Karnataka, India |
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Tel. No.: |
91-80-41484444/ 41484000/ 41484120 |
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Fax No.: |
91-80-41370710/ 41539999 |
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E-Mail : |
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Branch Office 1 : |
No.3 and 4, Building No.9 and 10, K. Raheja IT Park,
Mindspace, Hi-Tech City, Madhapur, Hyderabad – 500 081, Telangana, India |
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Voice No.: |
91-40-44888700 |
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Fax No.: |
91-40-44888787 |
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Branch Office 2 : |
No.51, 5th Floor, Takshashila, Plot
No.1, Samant Estate, Goregoan (East), Mumbai – 400 063, Maharashtra, India |
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Voice No.: |
91-22-40441400 |
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Fax No.: |
91-22-40441444 |
DIRECTORS
AS ON 25.09.2014
|
Name : |
Mr. Rajiv Kapur |
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Designation : |
Director |
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Address : |
B5/32,
Azad Apartments, Sri Aurobindo Marg, New Delhi – 110 016, India |
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Date of Birth/Age : |
30.04.1969 |
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Date of Appointment : |
23.09.2011 |
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DIN No.: |
00048205 |
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Other
Directorship :
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Name : |
Deann
Fairfield Work |
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Designation : |
Director |
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Address : |
501
Marigold AVE, Corona Dl Mar, California, 92625, United States of America |
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Date of Birth/Age : |
24.06.1969 |
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Date of Appointment : |
23.09.2011 |
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DIN No.: |
02909144 |
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Other
Directorship :
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Name : |
Ms.
Cindy Ann Fiorillo |
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Designation : |
Director |
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Address : |
10 Indigo Way, Dana Point, CA, 92629,
United States of America |
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Date of Birth/Age : |
01.12.1965 |
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Date of Appointment : |
23.09.2011 |
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DIN No.: |
06953969 |
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Other
Directorship :
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KEY EXECUTIVES
|
Name : |
Vivek
Bhargava |
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Designation : |
Engineer, Senior
Principal – IC Design |
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Name : |
Kirthiranjan
K V |
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Designation : |
Director, IC Design
Engineering |
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Name : |
Vinay
Bhasin |
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Designation : |
Technical Director |
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Name : |
Naresh Chandra Srinivas |
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Designation : |
Senior Manager, IC Design
Engineering |
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Name : |
Govind
Malalur |
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Designation : |
Senior Director, IC
Design Engineering |
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Name : |
Sriranganath Chilakamarri |
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Designation : |
Engineer, Principal – IC
Design |
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Name : |
Ashok
Tantradi |
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Designation : |
Associate Technical
Director |
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Name : |
Anupam
Anand |
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Designation : |
Director, IC Design
Engineering |
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Name : |
Ravi Chander Bhaskaran |
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Designation : |
Senior Manager, Hardware
Development Engineering |
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Name : |
Sandeep
Relan |
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Designation : |
Technical Director |
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Name : |
Sundaresan Kumbakonam |
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Designation : |
Senior Director, IC
Design Engineering |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 25.09.2014
|
Names of Shareholders |
|
No. of Shares |
|
Athena Semiconductors LLC, USA |
|
122000 |
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Mavnet Acquisition Corporation, USA |
|
51 |
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Broadcom Corporation, USA |
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20244 |
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Broadcom Netherlands B.V., Netherland |
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58823 |
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Broadcom Singapore Pte. Limited, Singapore |
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1 |
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Netlogic Microsystems LLC, USA |
|
6666 |
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Netlogic LLC, USA |
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1 |
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Total |
|
207786 |
AS ON 18.06.2015
|
Names of Allottees |
|
No. of Shares |
|
Broadcom Corporation, USA |
|
1 |
|
Broadcom Communications Finland Oy, Finland |
|
27464 |
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Total |
|
27465 |
AS ON 25.09.2014
|
Equity Share Breakup |
|
Percentage of Holding |
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Category |
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Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others] |
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject is engaged into providing embedded engineering services such as design/ development, maintenance, quality assurance, test and support of end to end solutions to group companies located outside India. |
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Products/ Services : |
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Brand Names : |
Not Available |
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Agencies Held : |
Not Available |
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Exports : |
Not Divulged |
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Imports : |
Not Divulged |
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Terms : |
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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 : |
·
Bank of America ·
Axis Bank Limited |
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Auditors : |
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|
Name : |
B.S.R.R.
and Company Chartered Accountants |
|
Address : |
Maruthi Info-Tech Centre,
11-12/1, Inner Ring Road, Koramangala, Bangalore – 560 071, Karnataka, India |
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Income-tax
PAN of auditor or auditor's firm : |
AAKFB1884H |
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Memberships : |
Not Available |
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Collaborators : |
Not Available |
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Ultimate Holding Company: |
Broadcom Corporation, USA |
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|
Holding Company: |
Beceem Communications
Inc, USA- upto 17th March 2013 Athena Semiconductors
LLC, USA - with effect from 18th March 2013 |
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Other Group Companies: |
|
CAPITAL STRUCTURE
AFTER 25.09.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
36750000 |
Equity Shares |
Rs.10/- each |
Rs.367.500 million |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
235251 |
Equity Shares |
Rs.10/- each |
Rs.2.353
million |
|
|
|
|
|
AS ON 25.09.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
2750000 |
Equity Shares |
Rs.10/- each |
Rs.27.500 million |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
207786 |
Equity Shares |
Rs.10/- each |
Rs.2.078
million |
|
|
|
|
|
AS ON 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
2750000 |
Equity Shares |
Rs.10/- each |
Rs.27.500 million |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
100000 |
Equity Shares |
Rs.10/- each |
Rs.1.000
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 |
1.000 |
1.000 |
1.000 |
|
(b) Reserves &
Surplus |
2422.460 |
483.245 |
327.435 |
|
(c) Money received
against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application
money pending allotment |
1.078 |
0.000 |
0.000 |
|
Total Shareholders’ Funds
(1) + (2) |
2424.538 |
484.245 |
328.435 |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) Long-term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Deferred tax
liabilities (Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term
liabilities |
0.000 |
7.434 |
13.601 |
|
(d) Long-term provisions |
81.373 |
12.469 |
34.486 |
|
Total Non-current
Liabilities (3) |
81.373 |
19.903 |
48.087 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Trade payables |
72.081 |
15.091 |
37.277 |
|
(c) Other current
liabilities |
2150.745 |
1040.403 |
643.419 |
|
(d) Short-term provisions |
244.896 |
62.078 |
1.656 |
|
Total Current Liabilities
(4) |
2467.722 |
1117.572 |
682.352 |
|
|
|
|
|
|
TOTAL |
4973.633 |
1621.720 |
1058.874 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
2527.520 |
1143.152 |
629.096 |
|
(ii) Intangible Assets |
0.000 |
0.500 |
0.000 |
|
(iii) Capital
work-in-progress |
136.827 |
2.094 |
16.510 |
|
(iv) Intangible assets
under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current
Investments |
0.000 |
0.000 |
0.000 |
|
(c) Deferred tax assets
(net) |
210.908 |
35.828 |
21.876 |
|
(d) Long-term Loan and Advances |
681.377 |
212.725 |
165.831 |
|
(e) Other Non-current
assets |
18.379 |
26.850 |
3.400 |
|
Total Non-Current Assets |
3575.011 |
1421.149 |
836.713 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
0.000 |
0.000 |
0.000 |
|
(b) Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade receivables |
9.388 |
0.000 |
0.000 |
|
(d) Cash and cash
equivalents |
1237.476 |
161.404 |
197.007 |
|
(e) Short-term loans and
advances |
135.504 |
39.167 |
25.154 |
|
(f) Other current assets |
16.254 |
0.000 |
0.000 |
|
Total Current Assets |
1398.622 |
200.571 |
222.161 |
|
|
|
|
|
|
TOTAL |
4973.633 |
1621.720 |
1058.874 |
PROFIT
& LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
6720.802 |
2083.816 |
930.919 |
|
|
|
Other Income |
|
|
|
|
|
|
TOTAL |
6720.802 |
2083.816 |
930.919 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
TOTAL |
5979.996 |
1864.324 |
833.555 |
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX |
740.806 |
219.492 |
97.364 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
254.978 |
63.682 |
31.998 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX |
485.828 |
155.810 |
65.366 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS YEARS’
BALANCE BROUGHT FORWARD |
483.245 |
327.435 |
262.069 |
|
|
|
|
|
|
|
|
|
Add |
BALANCE IN THE
STATEMENT OF PROFIT AND LOSS ACCOUNT OF AMALGAMATING COMPANIES AS AT
APPOINTED DATE |
1426.649 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
2395.722 |
483.245 |
327.435 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY (ACCRUAL BASIS) |
6630.713 |
2048.591 |
907.542 |
|
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
4858.28 |
1558.10 |
653.66 |
|
CURRENT MATURITIES
OF LONG TERM DEBT DETAILS
|
Particulars |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Current maturities of long-term debt |
NA |
NA |
NA |
|
Cash generated
from operations |
NA |
NA |
NA |
|
Net cash flows from (used in) operations |
2131.591 |
865.026 |
721.363 |
|
Net cash flows from (used in) operating
activities |
1812.688 |
785.816 |
665.733 |
KEY
RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Net Profit Margin (PAT/Total Income) |
(%) |
7.23 |
7.48 |
7.02 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
16.01 |
13.86 |
9.54 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.31 |
0.45 |
0.30 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.00 |
0.00 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.57 |
0.18 |
0.33 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Million]
DEBT EQUITY RATIO
|
Particulars |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
Rs. In Million |
Rs. In Million |
Rs. In Million |
|
Share Capital |
1.000 |
1.000 |
1.000 |
|
Reserves & Surplus |
327.435 |
483.245 |
2422.460 |
|
Share Application money
pending allotment |
0.000 |
0.000 |
1.078 |
|
Net worth |
328.435 |
484.245 |
2424.538 |
|
|
|
|
|
|
Long-term borrowings |
0.000 |
0.000 |
0.000 |
|
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
Total borrowings |
0.000 |
0.000 |
0.000 |
|
Debt/Equity ratio |
0.000 |
0.000 |
0.000 |
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 |
|
Total Income |
930.919 |
2083.816 |
6720.802 |
|
|
|
123.845 |
222.524 |
NET PROFIT MARGIN
|
Net Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
Rs. In Million |
Rs. In Million |
Rs. In Million |
|
Total Income |
930.919 |
2083.816 |
6720.802 |
|
Profit |
65.366 |
155.810 |
485.828 |
|
|
7.02% |
7.48% |
7.23% |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check list by
info agents |
Available in
Report (Yes/No) |
|
1 |
Year of establishment |
Yes |
|
2 |
Constitution of the entity-Incorporation
details |
Yes |
|
3 |
Locality of the entity |
Yes |
|
4 |
Premises details |
No |
|
5 |
Buyer visit details |
-- |
|
6 |
Contact numbers |
Yes |
|
7 |
Name of the person contacted |
No |
|
8 |
Designation of contact person |
No |
|
9 |
Promoter’s background |
Yes |
|
10 |
Date of Birth of Proprietor / Partners /
Directors |
Yes |
|
11 |
Pan Card No. of Proprietor / Partners |
No |
|
12 |
Voter Id Card No. of Proprietor / Partners |
No |
|
13 |
Type of business |
Yes |
|
14 |
Line of Business |
Yes |
|
15 |
Export/import details (if applicable) |
No |
|
16 |
No. of employees |
No |
|
17 |
Details of sister concerns |
Yes |
|
18 |
Major suppliers |
No |
|
19 |
Major customers |
No |
|
20 |
Banking Details |
Yes |
|
21 |
Banking facility details |
No |
|
22 |
Conduct of the banking account |
-- |
|
23 |
Financials, if provided |
Yes |
|
24 |
Capital in the business |
Yes |
|
25 |
Last accounts filed at ROC, if applicable |
Yes |
|
26 |
Turnover of firm for last three years |
Yes |
|
27 |
Reasons for variation <> 20% |
-- |
|
28 |
Estimation for coming financial year |
No |
|
29 |
Profitability for last three years |
Yes |
|
30 |
Major shareholders, if available |
Yes |
|
31 |
External Agency Rating, if available |
No |
|
32 |
Litigations that the firm/promoter
involved in |
-- |
|
33 |
Market information |
-- |
|
34 |
Payments terms |
No |
|
35 |
Negative Reporting by Auditors in the
Annual Report |
No |
NOTE:
The registered office of the company has been shifted from Embassy Star, 4th
Floor, #8 Palace Road, Vasanthnagar, Bangalore – 560 052, Karnataka to the present address w.e.f. 16.11.2011.
BACKGROUND:
Beceem
Communications Private Limited was incorporated in Bangalore on 11th
February 2004 as a subsidiary of Athena
Semiconductors LLC, USA (Beceem Communications Inc, USA upto 18th
March 2013), under the Software Technology Parks of India (STPI) scheme of the
Government of India, with the objective of providing embedded engineering
services such as design/ development, maintenance, quality assurance, test and
support of end to end solutions to group companies located outside India. The
registered office of the Company is situated in Bangalore, India.
On 24th November
2010, Beceem Communications Inc, USA was acquired by Broadcom Corporation, USA.
Subsequently, the name of the Company was changed from Beceem Communications
Private Limited to Broadcom Communications Technologies Private Limited.
During the year 2012-13,
pursuant to a Business Transfer Agreement, the Company has purchased STPI
operations on a going concern basis from Netlogic Processors India Private
Limited and Netlogic Semiconductor Private Limited, with effect from 1st
April 2012.
In the current year,
Broadcom India Private Limited (BIPL), Broadcom India Research Private Limited
(BIRPL), Broadcom India Technologies Private Limited (BITPL) and NetLogic
Semiconductor Private Limited (NSPL), engaged in the business of chip design
and related software development have been amalgamated with the Broadcom
Communication Technologies Private Limited (BCTPL). The Scheme of Amalgamation
(the Scheme) was sanctioned by the Hon’ble High Court of judicature at Hyderabad
vide their Order dated 31st January 2014 and by the Hon’ble High
Court of judicature at Bangalore vide its order dated 7th February
2014. The Scheme has become effective on 14th March 2014 upon its
filing with the Registrar of Companies (ROC). The appointed date of the Scheme
is 1st April 2013
REVIEW OF
OPERATIONS:
During the year, the Company had earned a total revenue (including other
income) of Rs.6720.802 million as against total revenue of Rs.2083.816 million in
the previous year. The net profit (after tax) of the Company for the year ended
March 31, 2014 is Rs.485.828 million as against Rs.155.810 million during the
previous year. Previous year numbers are not strictly comparable with the
current year on account of amalgamation of group companies accounted for in the
books in the current year.
AMALGAMATION OF
BIPL, BIRPL, BITPL AND NSPL WITH THE COMPANY:
Broadcom India Private Limited (BIPL), Broadcom India Research Private
Limited (BIRPL), Broadcom India Technologies Private Limited (BITPL) and
NetLogic Semiconductor Private Limited (NSPL) (hereinafter collectively
referred to as ‘Transferor companies’ have been amalgamated with the Company.
The Scheme of Amalgamation (the Scheme) was sanctioned by the Hon’ble
High Court of judicature at Hyderabad vide their Order dated 31st
January 2014 and by the Hon’ble High Court of judicature at Bangalore vide its
order dated 7th February 2014. The Scheme has become effective on 14th
March 2014 upon filing of the aforesaid orders with the Registrar of Companies.
The Appointed Date of the Scheme is 1 April 2013.
In accordance with the said Scheme and as per the approval of the
Hon’ble High Courts, the assets, liabilities, rights and obligations of
erstwhile Transferor companies have been transferred to and vested with the
Company with effect from 1st April 2013.
AMALGAMATION OF
RENESAS MOBILE INDIA PRIVATE LIMITED WITH THE COMPANY:
As a part consolidation and restructuring strategy of Broadcom Group’s
business in India, it is proposed to amalgamate Renesas Mobile India Private
Limited with the Company.
In this regard, the Board of Directors of your Company has at its
Meeting held on September 16, 2014 subject to the sanction of the Scheme of Amalgamation
by the Hon’ble High Court of Karnataka at Bangalore, approved the Scheme of
Amalgamation of Renesas Mobile India Private Limited with the Company
SCHEME
OF AMALGAMATION:
Broadcom India Private
Limited (BIPL), Broadcom India Research Private Limited (BIRPL), Broadcom India
Technologies Private Limited (BITPL) and NetLogic Semiconductor Private Limited
(NSPL) (hereinafter collectively referred to as “Transferor companies” or
"Amalgamating companies") engaged in the business of chip design and related
software development have been amalgamated with the Broadcom Communication
Technologies Private Limited (BCTPL). The Scheme of Amalgamation (the Scheme)
was sanctioned by the Hon’ble High Court of judicature at Hyderabad vide their
Order dated 31st January 2014 and by the Hon’ble High Court of
judicature at Bangalore vide its order dated 7th February 2014. The
Scheme has become effective on 14th March 2014 upon filing of the
scheme with the ROC with an appointed date of 1st April 2013.
In accordance with the said
Scheme and as per the approval of the Hon’ble High Courts:
a. The assets, liabilities,
rights and obligations of erstwhile Transferor companies have been transferred
to and vested with the Company with effect from 1st April, 2013.
b. From the effective date the
authorized share capital of the Company will stand increased to Rs.27.500
million consisting of 2750000 equity shares of Rs.10 each.
c. As per the terms of the
Scheme, the equity shares to be issued and allotted by the Company shall rank
for dividend, voting rights and in all respects pari-passu with the existing
equity shares of the Company. 107,786 equity shares of Rs.10/- each fully paid
up are to be issued to the equity shareholders of the amalgamating companies
without payment being received in cash. Pending allotment, the face value of
such shares has been shown as “Shares Pending Allotment”. The Shares have been
subsequently allotted on 10 June 2014
d. The method of accounting
used to reflect the amalgamation
The amalgamation is
accounted for under the "Pooling of Interest" method as prescribed in
the Accounting Standard 14 ‘Accounting for Amalgamation’ notified by the
Central Government under section 211 (3C) of the Act, as amended from time to
time, except that the goodwill appearing in the books of the transferor
companies has been adjusted against the capital reserve, arising out of the
merger.
Pursuant to the Scheme the
goodwill appearing in the books of BCTPL and BIRPL has been netted off with
capital reserve arising on account of the merger. Had the Management adopted
the principles of Accounting Standard 14 "Accounting for
Amalgamations", notified under the Act, the capital reserve would have
been higher by Rs.6.455 million and goodwill of Rs.6.455 million would continue
to appear in the financial statements of the Company.
Accordingly,
the assets, liabilities and reserves of transferor companies as at 1 April 2013
have been taken over at their book values as follows:
(Rs.
in million)
|
Particulars |
BIPL |
BIRPL |
BITPL |
NSPL |
Total |
|
Shares to be issued on Amalgamation: |
|
|
|
|
|
|
Number of shares of
amalgamating companies |
622815 |
100000 |
1498938 |
10000 |
|
|
Share
Swap Ratio |
1:29 |
10:17 |
1:72 |
2:3 |
|
|
|
|
|
|
|
|
|
No of shares to be issued
to the shareholders of the Transferor companies |
21476 |
58824 |
20819 |
6667 |
107786 |
|
Total
assets |
340.463 |
1030.381 |
541.535 |
119.079 |
2031.458 |
|
Less:
Total liabilities |
1.062 |
316.333 |
252.701 |
0.442 |
570.538 |
|
Less:
Capital reserves |
0.275 |
-- |
-- |
-- |
0.275 |
|
Less: Securities premium
of amalgamating companies as at appointed date |
11.678 |
-- |
-- |
-- |
11.678 |
|
Less:
Reserves & Surplus (Net) |
321.219 |
713.049 |
273.844 |
118.537 |
1426.649 |
|
Net
amount (A) |
6.228 |
1.000 |
14.989 |
0.100 |
22.317 |
|
Purchase
consideration (B) |
|
|
|
|
1.078 |
|
Surplus of assets
transferred to capital reserve (C) |
|
|
|
|
21.240 |
|
Goodwill adjusted against
capital reserve as per the court order |
|
|
|
|
|
|
-
Amalgamating companies |
-- |
5.954 |
-- |
-- |
5.954 |
|
-
Amalgamated company |
|
|
|
|
0.500 |
|
Total
Goodwill (D) |
|
|
|
|
6.455 |
|
Capital Reserve (C-D) |
|
|
|
|
14.785 |
INDEX
OF CHARGES:
No Charges Exist for Company.
CONTINGENT
LIABILITIES:
|
PARTICULARS |
31.03.2014 (Rs.
in Million) |
31.03.2013 (Rs.
in Million) |
|
Income tax matters |
164.759 |
55.521 |
|
Bank guarantees |
19.315 |
19.800 |
|
Total |
184.074 |
75.321 |
The Company has received demands from the Income Tax Authorities for the
various assessment year wherein additional amount of tax, including interest,
has been assessed as payable by the Company. The additional tax demand
primarily is on account of (i) price adjustments carried out by the Transfer
Pricing Officer on the transfer pricing margin under Section 92CA of the Income
tax Act, 1961 and (ii) disallowance of a portion of deduction claimed by the
Company under section 10A of the Income tax Act, 1961. The Company has
preferred appeals against the demand before the Commissioner of Income Tax
(Appeals), Dispute Resolution Panel (DRP) and Income Tax Appellate Tribunal
(ITAT) for different assessment years. Management believes that its position is
likely to be upheld in the appellate process. Accordingly, no tax expense has
been provided in the financial statements for the tax demands raised. The
management believes that the ultimate outcome of these proceedings will not
have a material adverse effect on the Company's financial position and results
of operations.
FIXED ASSETS:
Tangible Assets
·
Networking Equipment
·
Laboratory Equipment
·
Furniture and Fixtures
·
Office Equipment
·
Computer Equipment
·
Leasehold Improvements
·
Computer Software
Intangible Assets
·
Goodwill
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.65.83 |
|
UK Pound |
1 |
Rs.103.39 |
|
Euro |
1 |
Rs.74.27 |
INFORMATION DETAILS
|
Information
Gathered by : |
MNJ |
|
|
|
|
Analysis Done by
: |
TRI |
|
|
|
|
Report Prepared
by : |
SMN |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
8 |
|
PAID-UP CAPITAL |
1~10 |
9 |
|
OPERATING SCALE |
1~10 |
10 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
10 |
|
--PROFITABILITY |
1~10 |
9 |
|
--LIQUIDITY |
1~10 |
9 |
|
--LEVERAGE |
1~10 |
9 |
|
--RESERVES |
1~10 |
9 |
|
--CREDIT LINES |
1~10 |
9 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
NO |
|
--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 |
|
82 |
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.