MIRA INFORM REPORT

 

 

Report No. :

352676

Report Date :

01.12.2015

 

IDENTIFICATION DETAILS

 

Name :

VAKRANGEE LIMITED (w.e.f. October 01, 2013)

 

 

Formerly Known As :

VAKRANGEE SOFTWARES LIMITED

 

 

Registered Office :

‘Vakrangee House’, Plot No.66, Marol Co-Operative Industrial Estate, Off. M.V. Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra

Tel. No.:

91-22-28504028 / 3412 / 67765100

 

 

Country :

India

 

 

Financials (as on) :

31.03.2015

 

 

Date of Incorporation :

28.05.1990

 

 

Com. Reg. No.:

11-05669

 

 

Capital Investment / Paid-up Capital :

Rs.529.157 Million

 

 

CIN No.:

[Company Identification No.]

L65990MH1990PLC056669

 

 

IEC No.:

0394023731

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMV09885B

 

 

PAN No.:

[Permanent Account No.]

AAACV9920D

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

System Integrated and IT enabled Solution provider. (Confirmed by Management)

 

 

No. of Employees :

500 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (51)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Vakrangee Limited (Vakrangee), was incorporated in 1990, it is an established company having satisfactory track record.

 

The ratings take into consideration established working relationships with several key government departments leading to growing scale of operations and resulting in maintaining decent profit over the years.

 

The rating further takes into consideration on company’s healthy financial risk profile, strong capital structure supported by equity infusion in FY15, negligible debt, and strong liquidity position of the company.

 

This rating strength is partially offsets on company’s working capital nature of operations and competition in the IT industry.

 

Trade relations are reported to be fair. Business is active. Payment terms are reported to be regular.

 

The company can be considered normal for business dealings at usual trade terms and condition.

 

 

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

 

Rating Agency Name

ICRA

Rating

Long Term, Term Loans = BB+

Rating Explanation

Inadequate-credit-quality and high credit risk.

Date

June 2015

 

Rating Agency Name

ICRA

Rating

Short-term, non fund-based frailties = A4+

Rating Explanation

Minimal degree of safety and very high credit risk.                                                                                                                                                                                                                                                                                                                                                                                                                        

Date

June 2015

 

 

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 31-03-2015.

 

 

INFORMATION PARTED BY

 

Name :

Mr. Darshi Shailesh Shah

Designation :

Comp[any Secretary

Contact No.:

91-22-28504028

Date :

30.11.2015

 

 

LOCATIONS

 

Registered Office :

‘Vakrangee House’, Plot No.66, Marol Co-Operative Industrial Estate, Off. M.V. Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra, India

Tel. No.:

91-22-28504028 / 3412 / 67765100

Fax No.:

91-22-28502017

E-Mail :

info@vakrangee.in

Website :

http://www.vakrangee.in

Area :

5000 sq. ft.

Location :

Owned

Locality :

Commercial

 

 

Head Office :

Shree Shakambhari Corporate Park, Plot No. 156-58, Chakravarti Ashok Complex, J.B. Nagar, Andheri (East), Mumbai – 400099, Maharashtra, India

 

 

Philippines Subsidiary Office :

Vakrangee e-Solutions INC, 19th Floor, Octogon, Near Sanmigual Corporation, Ortigas, Pasig City, manila NCR

 

 

Branch Office :

Located at :

 

  • New Delhi
  • Kolkata
  • Bengaluru
  • Chennai
  • Ahmedabad
  • Patna
  • Raipur
  • Hyderabad 
  • Gurgaon
  • Jaipur
  • Lucknow
  • Pune
  • Bhopal

 

 

DIRECTORS

 

As on 31.03.2015

 

Name :

Mr. Sunil Agarwal

Designation :

Director

Address :

354, Talwandi, Kota - 324005, Rajasthan, India

Date of Appointment :

28.06.2002

DIN No.:

00062767

 

 

Name :

Mr. Ramesh Multanchand Joshi

Designation :

Director

Address :

D - 1303, Panchsheel Heights, Mahavir Nagar, Kandivili (West), Mumbai - 400067, Maharashtra, India

Date of Appointment :

20.10.2006

DIN No.:

00002683

 

 

Name :

Mr. Nishikant Kishanrao Hayatnagarkar

Designation :

Whole-Time Director

Address :

701 Hill Queens Apartment, Bhavani Nagar, Marol, Andheri (East), Mumbai - 400059, Maharashtra, India

Date of Appointment :

27.08.1999

DIN No.:

00062638

 

 

Name :

Mr. Babu Lal Meena

Designation :

Director

Address :

33, Gulab Baugh, Police Line, Kota - 324001, Rajasthan, India

Date of Appointment :

25.10.2010

DIN No.:

03281592

 

 

Name :

Ms. Sujata Chattopadhyay

Designation :

Additional Director

Address :

D-103, Jal Vayu Vihar, Powai, Mumbai - 400076, Maharashtra, India

Date of Appointment :

31.03.2015

DIN No.:

02336683

 

 

Name :

Mr. Thangavelu Sitharthan

Designation :

Nominee Director

Address :

Flat No. 1, Plot Old No. 11, New No. 20, St. Marys Road Mandaveli, Chennai - 600028, Tamil Nadu, India

Date of Appointment :

04.12.2014

DIN No.:

07028265

 

 

Name :

Mr. Avinash Chandra Vyas

Designation :

Additional Director

Address :

C-45-A, Shiv Marg Dundlod House Colony, Hawa Sadak, Jaipur, Jaipur - 302019, Rajasthan, India

Date of Appointment :

14.11.2014

DIN No.:

06869633

 

 

Name :

Mr. Dinesh Nandwana

Designation :

Managing Director

Address :

3302 Heritage, Hiranandani Garden, Powai, Mumbai - 400076, Maharashtra, India

Date of Appointment :

28.05.1990

DIN No.:

00062532

 

 

KEY EXECUTIVES

 

Name :

Mr. Darshi Shailesh Shah

Designation :

Comp[any Secretary

Address :

204/A Wing, Tulip Apts., Eksar Road,, Borivali (West), Mumbai - 400092, Maharashtra, INDIA

Date of Appointment :

09.11.2012

PAN No.:

CWFPS2354N

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2015

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

As a % of (A+B)

(A) Shareholding of Promoter and Promoter Group

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

29865100

5.64

http://www.bseindia.com/include/images/clear.gifBodies Corporate

190311414

35.96

http://www.bseindia.com/include/images/clear.gifSub Total

220176514

41.61

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

220176514

41.61

(B) Public Shareholding

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

29934

0.01

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

40533989

7.66

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

30523027

5.77

http://www.bseindia.com/include/images/clear.gifSub Total

71086950

13.43

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

156417461

29.56

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

22640336

4.28

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

37626240

7.11

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

21209794

4.01

http://www.bseindia.com/include/images/clear.gifClearing Members

13312691

2.52

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

6963721

1.32

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

927298

0.18

http://www.bseindia.com/include/images/clear.gifTrusts

6084

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

237893831

44.96

Total Public shareholding (B)

308980781

58.39

Total (A)+(B)

529157295

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

529157295

0.00

 

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

o.

Name of the Shareholder

Details of Shares held

Details of warrants

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

No. of Shares held

As a % of grand total (A)+(B)+(C)

Number of warrants held

As a % total number of warrants of the same class

1

Vakrangee Holdings Pvt Ltd

6,94,00,000

13.12

0

0.00

13.12

2

Vakrangee Holdings Pvt Ltd

5,59,75,194

10.58

0

0.00

10.58

3

Vakrangee Capital Pvt Ltd

6,49,36,220

12.27

25000000

100.00

12.27

4

Dinesh Nandwana

1,97,67,100

3.74

0

0.00

3.74

5

Dinesh Birdhilal Nandwana

1,00,00,000

1.89

0

0.00

1.89

6

Dinesh Nandwana HUF

98,000

0.02

0

0.00

0.02

 

Total

22,01,76,514

41.61

25000000

100.00

41.61

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

 

Sl. No.

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Bluepearl Trading Company Private Limited

27628500

5.22

5.22

2

Life Insurance Corporation of India

35649078

6.74

6.74

3

Seahorse Merchantile Company Private Limited

7337564

1.39

1.39

4

Highpoint Trading Company Private Limited

13924339

2.63

2.63

5

Bluepearl Trading Company Private Limited

5462880

1.03

1.03

6

Ashtavakra Properties Private Limited

10050000

1.90

1.90

7

Balram Chainrai

6291132

1.19

1.19

8

Janus Overseas Fund

11195457

2.12

2.12

9

Newtree Trading Company Private Limited

14400000

2.72

2.72

 

Total

131938950

24.93

24.93

 

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

 

Sl. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

No. of Shares

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Bluepearl Trading Co Private Limited

27628500

5.22

4.95

2

Life Insurance Corporation of India

35649078

6.74

6.74

 

Total

63277578

11.96

11.69

 

Details of Locked-in Shares

 

Sl. No.

Name of the Shareholder

No. of Shares

Locked-in Shares as % of
Total No. of Shares

1

Vakrangee Capital Private Limited

64,96,220

1.23

 

Total

64,96,220

1.23

 

 

BUSINESS DETAILS

 

Line of Business :

System Integrated and IT enabled Solution provider. (Confirmed by Management)

 

 

Products :

Not Divulged

 

 

Brand Names :

Not Divulged

 

 

Agencies Held :

Not Divulged

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

 

Selling :

Cash and Credit (30/ 60 / 90 Days)

 

 

Purchasing :

Cash and Credit (30/ 60 / 90 Days)

 

PRODUCTION STATUS NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Maximum Limit Dealt :

Not Divulged

Experience :

Not Divulged

Remark:

Not Divulged

 

 

Customers :

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Maximum Limit Dealt :

Not Divulged

Experience :

Not Divulged

Remark:

Not Divulged

 

 

No. of Employees :

500 (Approximately) 

 

 

Bankers :

Bank Name

Axis Bank Limited

Branch

Marol, Andheri (East)

Person Name (With Designation)

Not Divulged

Contact Number

Not Divulged

Name of Account Holder

Not Divulged

Account Number

Not Divulged

Account Since (Date/Year of Account Opening)

Not Divulged

Average Balance Maintained (If Possible)

Not Divulged

Credit Facilities Enjoyed (If any)

Not Divulged

Account Operation

Not Divulged

Remarks (If any)

Not Divulged

 

  • Union Bank of India
  • State Bank of India
  • IDBI Bank Limited
  • Indian Overseas Bank
  • Dhanlaxmi Bank Limited
  • Vijaya Bank
  • Bank of India
  • State Bank of Travancore
  • State Bank of Bikaner & Jaipur
  • State Bank of Mauritius Limited
  • Kotak Mahindra Bank Limited (Earlier
  • ING Vysya Bank Limited)
  • Andhra Bank
  • Punjab National Bank

 

 

Facilities :

Secured Loan

31.03.2015

(Rs. in Million)

31.03.2014

(Rs. in Million)

Long-term Borrowings

 

 

Term Loans From Banks

374.060

740.266

Term Loans From Others

0.000

120.000

Long-term maturities of finance lease obligations

0.000

1.836

 

 

 

Short-term borrowings

 

 

Loans repayable on demand From Banks

2996.880

3063.902

Total

3370.940

3926.004

Note : LONG TERM BORROWING

 

(b) Terms of repayment of term loans and other loans.

 

i) Term Loan from Banks :

 

1. The Company has entered into a Common Loan Agreement amounting to ` 2250.000 Million sanctioned by nationalised and private banks.

 

The initial interest rate in respect of all the lenders shall be 13% p.a. payable with monthly rests irrespective of the individual interest rates mentioned in respective lenders’ sanction letters, subject to further change in Base Rate till date of documentation. The highest rate of interest of any lender shall be applicable and payable by the Company to all the lenders. The interest spread reset shall be done every 2 years from the date of first disbursement. The loan is to be repaid in 14 unequal quarterly installments commencing after moratorium period of six months from the date of first disbursement / LC opening. First installment shall be due at the end of six months, thereby total tenor of the loan to be 45 months.

 

2. The Company has taken a term loan of Rs. 250.000 Million during the previous year. Present rate of interest is 12.45% p.a. The loan is to be repaid in 16 quarterly installments of Rs. 15.600 Million starting from availability-cum-moratorium period of 15 months from the date of first disbursement, thereby total tenor of the loan will be 63 months.

 

3. The Company has taken a term loan in the form of External Commercial Borrowings (ECBs) of USD 10 Million. The borrowings are made at an interest rate equal to the sum of LIBOR and the Margin as specified in the Term Loan Facility Agreement. The payment of interest to be made quarterly. Present rate of interest is 3.561% p.a. The loan is to be repaid in 12 quarterly installments starting from June 30, 2014, with first 11 installments in equal amounts and the amount of the last i.e. twelfth installment being the balance of principal pending for repayment, there by total tenor of the loan to be five years.

 

“The Company has entered into a Cross Currency and Interest Rate Swap facility for hedging of the ECB repayments (principal and interest). By way of this swap facility, the rate of interest has been fixed at 9.62% p.a. for complete tenor of the term loan. The spot reference rate for repayment of the said loan has been fixed at Rs. 56.08 for 1 USD.

 

The bank has sanctioned Loan Equivalent Value (LEV) of Rs. 64.930 Million under currency swap facility. Negative Markto- Market threshold limit for margin call has been fixed at Rs. 50.000 Million. In case, the net payables exceed the exposure, the Bank has the right to call for additional deposit margin forthwith to maintain the exposure within the threshold limit. The Company shall deposit cash collateral as per Bank’s instructions, if negative MTM exceeds Rs. 50.000 Million.

 

ii) Term Loan from NBFC, carries an interest rate equal to the sum of Reference Benchmark rate and the Interest spread as specified in the Loan agreement. Present rate of interest is 13% p.a. The interest payment to be made monthly. Principal repayment shall be in monthly equal installments for 36 months from the date of drawdown.

 

iii) Obligation under finance lease are repayable in 36 monthly equal installments. These obligations carry an interest rate of 14.00% p.a.

 

(c) Nature of security of each type of secured loans.

 

i) Term Loans from Banks (Rs. 2250.000 Million under consortium) :

1. First pari-passu charge on entire UID kits purchased out of the term loan.

2. Second parri-passu charge on current assets of the Company.

3. Second parri-passu charge on moveable assets of the Company.

4. Second parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

5. Second pari passu charge on the assets financed through ECB facility.

6. Lien on Fixed Deposit amounting to Rs. 35.000 Million held with the Banks.

7. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

 

ii) Term Loans from Banks (Rs. 250.000 Million) :

1. First pari-passu charge by way of hypothecation on micro ATM, Financial Inclusion (FI) kits and assets purchased out of the said rupee term loan.

2. Second pari-passu charge on all the present and future current assets of the Company.

3. First charge on the designated bank account through which all the revenues and receivables of all the FI centres will be routed.

4. First charge on the Debt Service Reserve account (DSRA) and any other bank account of the company with respect to proposed FI project.

 

5. Second pari-passu charge on the movable fixed assets of the company (present and future), except micro ATMs and other FI kits.

 

6. Second parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

 

7. Second pari-passu charge on office premise of Vakrangee Technologies Limited, situated at Marol Co-Operative Industrial Society, Marol, Andheri (East), Mumbai.

 

8. Second pari-passu charge on property situated at Deer Park, New Delhi.

9. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company and Corporate Guarantee of Vakrangee Technologies Limited.

 

iii) Term Loans from Banks - External Commercial Borrowings (ECB) :

  1. First charge on all moveable and immoveable fixed assets financed out of the term loan, with a minimum asset cover ratio of 1.33 times.

2. Second parri-passu charge on all assets of the Company excluding those financed through this term loan.

3. Second pari passu charge on the UID kits procured from existing term loans availed from banks.

4. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

 

iv) Term Loans from NBFC :

1. First pari-passu charge on all present and future moveable fixed assets of the Company excluding, UID kits financed by existing term from banks and assets financed from ECB facility.

 

2. First pari passu charge on all the immovable properties of the company acquired after March 31, 2011

 

3. First parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co- Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai and on the office premises of the Company situated at Chandigarh.

 

4. Second pari-passu charge on all present and future current assets.

5. Second pari-passu charge on UID kits financed by existing term loans.

6. Second pari passu charge on the assets financed through ECB facility.

7. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

 

v) Finance Lease facility :

Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements.

 

Note: SHORT TERM BORROWING

 

(b) Nature of security of each type of secured loans.

a) Loans repayable on demand from Banks :

 

The Company had entered into a Security Trustee Agreement for availing the working capital facilities under the consortium banking arrangement, aggregating to Rs. 5250.000 Million and the limit has been enahced from December 26, 2013 to Rs. 6500.000 Million.

 

These facilities are secured against the following charge on various assets of the Company :

 

1. Primary: First pari-passu charge on the entire current assets of the Company, both present and future.

 

2. Collateral :

 

- First pari-passu charge on the entire movable fixed assets of the Company (excluding UID kits financed by existing term loans and assets financed from ECB facility) both present and future.

 

- First pari-passu charge on entire lands and office premises of the company and of Vakrangee Technologies Limited, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

 

- First Pari passu charrge on residential house at Chandigarh.

 

- Second pari-passu charge on the UID kits purchased from the existing term loan facilities.

 

- Second pari-passu charge on the assets financed through ECB facility.

 

3. Corporate Guarantee of Company, Vakrangee Technologies Limited.

4. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

 

Auditors :

 

Name :

S.K. Patodia and Associates

Chartered Accountants

Address :

Mumbai, Maharashtra, India

Website :

www.skpatodia.in

 

 

Security Trustee :

Axis Trustee Services Limited

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Subsidiary Companies :

  • E-Doc Vision Infotech Private Limited, India
  • Vakrangee e-Solutions Inc. Phillipines
  • Vakrangee Finserve Limited

 

 

Related Parties :

  • Vakrangee Holdings Private Limited
  • Vakrangee Lacteus and Hortus Limited
  • Vakrangee Capital Private Limited
  • Vakrangee Technologies Limited
  • Vakrangee Infraprojects Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

750000000

Equity Shares

Re.1/- each

Rs.750.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

503482240

Equity Shares

Re.1/- each

Rs.503.482 Million

 

 

 

 

 

 

(b) Detailed note on the terms of the rights, preferences and restrictions relating to each class of shares including restrictions on the distribution of dividends and repayment of capital.

 

i) The Company has only one class of Equity Shares having a par value of Rs. 1/- per share. Each holder of Equity Share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended 31st March 2015, the amount of per share dividend recognised as distributions to Equity Shareholders is Rs. 0.25 per share of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

ii) In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

 

 

(c) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period

 

Equity Shares

Number of Shares

No. of shares at the beginning of the year

503482240

Add: Issue of Shares during the year

--

Conversion of Share Warrants

--

No. of shares at the end of the year

503482240

 

 

  1. Aggregate details for five immediately previous reporting periods for each class of shares

 

Equity Shares

Number of Shares

No. of shares allotted as fully paid up pursuant to contracts without payment being received in cash

--

No. of shares allotted as fully paid by way of Bonus Shares

250239750

No. of shares bought back

--

 

The company has issued total 6,158,940 shares during the period of five years immediately preceding the reporting date on exercise of options granted under the ESOP scheme.

 

 

  1. Details of Promoters’ holding more than 5% shares in the company

 

Name of Shareholder

Number of Shares

% holding

Vakrangee Holdings Private Limited

125375194

24.90

Dinesh Nandwana

29767100

5.91

Vakrangee Capital Private Limited

39936220

7.93

 

 

(f) Detailed note on shares reserved to be issued under options and contracts (ESOPs or Loans) / commitment for the sale of shares (without payment being received in cash) divestments including the terms and conditions. The Company has formulated Employees Stock Option Scheme, 2008 (ESOP Scheme) which was approved by the members of the Company at their meeting held on 23rd September, 2008, as modified on 10th January, 2011 and on 1st June, 2012.

 

Therefore, all the Grants issued upto previous year, i.e. Grant 1 to Grant 6, & the prices at which the options (after effecting modification, if any) to be exercised as follows:

 

Grant No. & Date of Grant

Option Granted

 

No. of options (Equity shares of Face Value Rs.1/- each)

Exercise

Price

Grant 1 on July 31, 2009

54,14,000

3.10

Grant 2 on December 30, 2009

4,12,000

3.39

Grant 3 on May 18, 2010

31,24,000

7.33

Grant 4 on November 24, 2010

17,35,000

7.50

Grant 5 on August 12, 2011

12,97,000

7.50

Grant 6A on July 20, 2012

11,90,000

20.00

Grant 6B on July 20, 2012

2000000

10.00

 

On 26th November, 2014, the company granted 10,69100 options (“Grant 7”) in the “ESOP Scheme 2014”, convertible into equity shares of Rs. 1/- each exercisable at ` 64.70 respectively.

 

The Company has made another change in the ESOP Scheme with respect to the vesting of the options (only those forming part of the fresh Grants issued after June 1, 2012) over the period as follows:

 

Period of Vesting from the date of grant

Option Granted

 

Grant 1 to 5

Grant 6 onwards

At the end of twelve months

33%

--

At the end of twenty four months

33%

25%

At the end of thirty six months

33%

25%

At the end of forty eight months

--

25%

At the end of sixty months

--

25%

 

Employees covered under Stock Option Plans are granted an option to purchase shares of the company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest over a period of four years from the date of grant for Grants 1 to 5 and six years from the date of grant for Grant 6 onwards. Upon vesting, the employees can acquire one equity share for every option.

 

The stock compensation cost is computed under the intrinsic value method and amortized on a straight line basis over the total vesting period of four years and six years accordingly. For the year ended March 31, 2015, the company has recorded stock compensation expense of Rs. 0.912 Million (net) (Previous year Rs. 22.770 Million). During the year, the Company has reversed the deferred employee compensation expenses amounting Rs. 24.761 Million (Previous Year Rs. 7.932 Lacs) towards 55,42,900 options lapsed out of various Grants.

 

The Remuneration and Compensation committee of the Board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with employees over a specified period subject to fulfillment of certain conditions. Upon vesting, employees are eligible to apply and secure allotment of Company’s shares at a price determined on the date of grant of options.

 

The activity in the ESOP Scheme during the year ended March 2015 is set out as below :

 

Particulars

As at March 31, 2015

The ESOP Scheme

 

Options outstanding, beginning of the period

7,920,060

Add : Granted

1,069,100

Less: Exercised

--

Less: Lapsed

5,542,900

Options outstanding, end of the period

5,542,900

 

 

The options once granted to an eligible employee gets lapsed with the resignation / termination of the employment with the Company. However, the unvested / unexercised portion of the ESOP entitlement to that employee remain part of the respective grant out of which it was issued and they can be granted to any other eligible employee as decided by the Remuneration and Compensation Committee.

 

Note : The Remuneration and Compensation Committee has been authorised to make amendments in the ESOP Scheme - 2008 and ESOP Scheme - 2014, with regard to the number of shares for every option granted and the price to be revised, to give effect of stock split and bonus issue announced by way of postal ballot during the year.

 

 

(g) Detailed terms of any securities convertible into shares, e.g. in the case of convertible warrants, debentures,

bonds etc.

 

The Company has issued 25.000 Million fully convertible warrants to M/s. Vakrangee Capital Private Limited at value of Rs. 100/- per warrant in the previous year. The warrants issued are convertible into equal no. of equity shares having face value of Rs. 1/- with premium of Rs. 99/- per share. An amount equivalent to 40.56% of the total consideration i.e. Rs. 1014.000 Million was received before the issuance of the warrants. The balance amount towards the warrant application money Rs. 7.500 Million was received in previous year and an amount of Rs. 1478.500 Million has been received during the year. The warrants shall be convertible any time from the date of allotment but before the expiry of 18 months from the date of allotment.


 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

31.03.2015

31.03.2014

31.03.2013

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

503.482

503.482

502.499

(b) Reserves & Surplus

9311.810

6524.586

4652.893

(c) Money received against share warrants

2500.000

1021.505

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

12315.292

8049.573

5155.392

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

374.060

862.102

1456.854

(b) Deferred tax liabilities (Net)

423.440

709.257

827.005

(c) Other long term liabilities

15.717

33.206

78.373

(d) long-term provisions

0.000

0.000

0.000

Total Non-current Liabilities (3)

813.217

1604.565

2362.232

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

2996.880

3063.902

2695.498

(b) Trade payables

2107.956

2519.699

1747.917

(c) Other current liabilities

775.588

966.157

1222.921

(d) Short-term provisions

1365.435

1075.943

406.852

Total Current Liabilities (4)

7245.859

7625.701

6073.188

 

 

 

 

TOTAL

20374.368

17279.839

13590.812

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

2719.044

4349.802

4183.720

(ii) Intangible Assets

0.000

0.000

0.000

(iii) Capital work-in-progress

100.911

481.134

0.000

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

28.100

37.600

116.730

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

48.048

553.070

242.766

(e) Other Non-current assets

21.451

56.578

67.081

Total Non-Current Assets

2917.554

5478.184

4610.297

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

1335.259

1306.051

198.582

(c) Trade receivables

12216.409

7919.565

6613.696

(d) Cash and cash equivalents

367.783

292.137

312.227

(e) Short-term loans and advances

420.991

363.992

350.972

(f) Other current assets

3116.372

1919.910

1505.038

Total Current Assets

17456.814

11801.655

8980.515

 

 

 

 

TOTAL

20374.368

17279.839

13590.812

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2015

31.03.2014

31.03.2013

 

SALES

 

 

 

 

Revenue from Operations

27753.720

19653.918

15557.752

 

Other Income

95.631

92.403

74.226

 

TOTAL (A)

27849.351

19746.321

15631.978

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Operating Expenses

20190.815

13560.227

11484.597

 

Changes in inventories

(6.529)

116.289

(160.998)

 

Employees benefits expense

195.741

262.170

250.451

 

Other expenses

195.630

166.087

145.585

 

TOTAL (B)

20575.657

14104.773

11719.635

 

 

 

 

 

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

7273.694

5641.548

3912.343

 

 

 

 

 

Less

FINANCIAL EXPENSES (D)

749.191

778.754

858.367

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)

6524.503

4862.794

3053.976

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION (F)

1643.459

1803.184

1569.433

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX (E-F)   (G)

4881.044

3059.610

1484.543

 

 

 

 

 

Less

TAX (H)

1675.314

1069.607

391.817

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX  (G-H)   (I)

3205.730

1990.003

1092.726

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

F.O.B. Value of Exports

0.000

140.720

86.400

 

Interest on loan to subsidiary

39.547

31.829

22.540

 

TOTAL EARNINGS

39.547

172.549

108.940

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

6.37

3.96

2.18

 

 

Expected Sales (2015-2016) : Rs.30000.000 Million

 

The above information has been parted by Mr. Darshi Shailesh Shah (Comp[any Secretary).

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2015

31.03.2014

31.03.2013

Current Maturities of Long term debt

628.761

824.299

1091.721

Cash generated from operations

1347.012

3302.633

1068.550

Net cash flow from operating activity

(71.699)

2330.173

800.106

 

 

QUARTERLY RESULTS

 

Particulars

30.06.2015

30.09.2015

Audited / Unaudited

Unaudited

Unaudited

Net Sales

7009.550

7838.610

Total Expenditure

5148.760

5827.420

PBIDT (Excl OI)

1860.790

2011.190

Other Income

30.640

38.600

Operating Profit

1748.370

2049.790

Interest

1748.370

139.790

Exceptional Items

NA

NA

PBDT

1748.370

1910.000

Depreciation

436.580

421.750

Profit Before Tax

1311.790

1488.250

Tax

467.890

534.680

Provisions and contingencies

NA

NA

Profit After Tax

843.900

953.570

Extraordinary Items

NA

NA

Prior Period Expenses

NA

NA

Other Adjustments

NA

NA

Net Profit

843.900

953.570

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

11.55

10.13

7.02

 

 

 

 

 

Operating Profit Margin

(PBIDT/Sales)

(%)

26.21

28.70

25.15

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

24.11

18.25

11.02

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.40

0.38

0.29

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.32

0.59

1.02

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.41

1.55

1.48

 

 

STOCK PRICES

 

Face Value

Rs.1.00/-

Market Value

Rs.169.10/-

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

502.499

503.482

503.482

Reserves & Surplus

4652.893

6524.586

9311.810

Money received against share warrants

0.000

1021.505

2500.000

 Share Application money pending allotment

0.000

0.000

0.000

Net worth

5155.392

8049.573

12315.292

 

 

 

 

long-term borrowings

1456.854

862.102

374.060

Short term borrowings

2695.498

3063.902

2996.880

Current Maturities Of Long-Term Debts

1091.721

824.299

628.761

Total borrowings

5244.073

4750.303

3999.701

Debt/Equity ratio

1.017

0.590

0.325

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

15557.752

19653.918

27753.720

 

 

26.329

41.212

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

15557.752

19653.918

27753.720

Profit

1092.726

1990.003

3205.730

 

7.02%

10.13%

11.55%

 

 

 

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

Yes

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

Yes

8

Designation of contact person

Yes

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

Yes

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

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

Yes

32

Litigations that the firm/promoter involved in

--

33

Market information

--

34

Payments terms

Yes

35

Negative Reporting by Auditors in the Annual Report

No

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

With the launch of Digital India programme, the Government has initiated a giant leap forwa rd to transform the country into a digitally empowered knowledge economy. The campaign has a key focus on e-governance, which is all about making the government more responsible.

 

Economic Overview

 

Global Economy

 

Global economic climate continues to remain subdued and global GDP grew by a modest 3.4% in 2014. However, an interesting phenomenon has been that growth in developed economies picked up relative to last year, even as an economic slowdown ensued in the emerging economies. Growth rebounded in U.S. and U.K., although Japan and euro zone continued to struggle and faced sputtering recovery as the legacies of financial crisis continue to linger. Complex forces that played a key role in global activity in 2014 continue to shape the future outlook. These include medium- and long-term trends, such as population aging and declining potential growth; global shocks, such as lower oil prices which have tanked almost 45% since September; and many region-specific factors, such as crisis legacies and exchange rate swings. These were triggered by actual and expected changes in monetary policies. Lower oil prices will contribute to diverging prospects for oil-exporting and importing countries, particularly in 2015. Meanwhile, geo-political tensions and religious/ sectarian violence continued to play havoc in some of the middle-eastern countries such as Iraq, Syria and Libya and also in Ukraine and some parts of Africa.

 

Going forward, global economic growth is expected to improve, having reached 3.5% in 2015 and 3.8% in 2016. This is on the back of a recovery in advanced economies which continues to gather momentum, but may be offset by lacklustre growth in the emerging economies at 4.3% in 2015, as against 4.6% in 2014. This is subsequently seen recovering to 4.7% in 2016. Softening commodity prices leading to receding inflation and stagflation, geo political and religious/sectarian tensions and disruptive asset price shifts in financial markets continue to pose significant threats to the well-being of the global economy.

 

Indian Economy

 

Financial Year 2014-15 capped a very eventful 12 months for the Indian economy. Dramatic changes were witnessed domestically on the economic and political front as the Indian leadership changed hands and an equally dramatic situation unfolded with respect to the global economic environment. On the whole, the year was a very positive one for the Indian economy as growth revived. This came as a huge relief following a lacklustre performance reported in the previous two financial years. The Indian economy has clocked 7.3% growth in GDP, surpassing the $2.1 trillion mark, improving from 6.9% in FY2014 and 5.1% in FY2013.

 

Towards Digital India:

 

With the launch of Digital India programme, the Government of India has initiated a giant leap forward to transform the country into a digitally empowered knowledge economy. The programme includes projects that aim to ensure that Government services are available to citizens electronically and people get benefit of the latest information and communication technology. Digital India will enable leveraging India’s globally acclaimed IT competence for the benefit of 1.2 billion Indians. Through this, the Government’s focus will be on delivering key e-government services to citizens and to give a leg up to electronic manufacturing in the country. Digital India campaign has a key focus on e-governance, which is all about making the government more responsible, more efficient and more available towards its citizens.

 

Industry Overview:

 

Indian banks have made significant progress to increase the penetration of financial system to the unbanked and under-banked population of India. However, India still remains largely under-banked, with only 35.2% of the population having bank accounts. Currently, there are only 11.4 bank branches per 100k population in India, of which only 30% are located in rural areas. Around 70% of the Indian population lives in rural areas, of which 46% does not have banking access. Further, even in urban areas ~32% of the population does not have banking access. Thus, there is a huge scope for banks to further deepen financial inclusion in India. As shown in the chart, the financial inclusion opportunity in India is second-largest in the world, next only to Indonesia. The Reserve Bank of India (RBI) has already taken cognizance of this and has been taking various policy initiatives to encourage banking penetration in the under-banked rural and urban India.

 

Business Overview:

 

Vakrangee is India’s largest e-Governance player functioning as a systems integrator and end-to-en service provider for various e-Governance projects. They have an experience of over two decades in delivering systems integration and other services for India’s e-Governance plan. They have a strong track record of successfully implementing various timebound Mission Mode Projects (MMPs) under the government’s National e-Governance Plan. Some of these MMPs are: computerisation of Election Commission, Ministry of Corporate Affairs Project (MCA-21), Rashtriya Swasthya Bima Yojana (RSBY), Common Service Centres (CSC), smart-card based Public Distribution System (PDS), computerisation of registration department in Maharashtra, and passport Services, among others.

 

They are a technology-enabled company and have built up an extensive delivery network for their service across selected regions in northern and western India. As of March 31st 2015, they delivered our services through 12,568 delivery points. Their business is broadly divided into the following two business segments: (i) e-Governance Business, including systems integration projects and print and data management services; (ii) Vakrangee Kendra Business, which includes banking, insurance, E-Governance, E-Commerce Services and White Label ATM Business. In recent years, they leveraged our technology platform, impeccable track record on the national e-Governance plan and their delivery network to enter new businesses in the area of financial inclusion.

 

Currently, Vakrangee is the largest enrollment agency for Unique Identification Authority of India’s (UIDAI) Aadhaar Cards Project. Over the years, Vakrangee has developed strong project execution capabilities, a nation-wide footprint with presence till the grass root level, strong workforce capable of driving project implementation, and end-to-end IT expertise. Vakrangee has continuously evolved over the years and has moved up the value chain from being a subcontractor to a consortium partner to an independent executor for various E-Governance projects.

 

Vakrangee’s business model is now set to transform over coming years, with the Company undertaking several new projects in the field of financial inclusion. This includes opening of banking branches by acting as a common “Business Correspondent” to various public and private banks, and operating White Label ATMs across India. Through these projects, Vakrangee has embarked on its next phase of evolution and transformation from being a project solution provider to a platform provider earning stable annuity income and achieving strong growth.

 

Financial Inclusion 2010-2014

 

The RBI has encouraged banks to adopt a structured approach to financial inclusion. The first phase of Financial Inclusion Plan (FIP) was implemented over 2010-13, which witnessed a large banking network being created and a large number of bank accounts being opened. Now, for the second phase of FIP from 2014-2016, the remaining 4,90,000 unbanked villages have been identified and allocated to banks for opening banking outlets by March 2016. The progress made by banks under the FIP 2010-2014 is summarised in the chart and table alongside. As reported by the banks under their financial inclusion plans, nearly 2,48,000 Business Correspondent (BC) agents were deployed by banks by March 2014, which are providing services through 337,678 BC outlets.

 

PERFORMANCE

 

During the year, the Company recorded the total income of Rs. 27849.351 Million from Rs. 19746.321 Million in previous year, a growth of 41.04%. The EBITDA stood at Rs. 7273.694 Million from Rs. 5641.548 Million in previous year, an increase of 28.93%. Profit after Tax was increased to Rs. 3205.730 Million from Rs. 1990.003 Million in previous year, up by 61.09%.

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10516093

29/03/2014

300,000,000.00

IDBI Bank Limited

5th Floor, Plot No. C-7, G-Block, Opp. NSE Bldg., 
Bandra Kurla Complex, Bandra east, Mumbai, Maharashtra - 400051, INDIA

C17458837

2

10465372

22/11/2013

250,000,000.00

State Bank of Travancore

112-115 Tulsiani Chambers, Free Press Journal Marg, Nariman Point, Mumbai, Maharashtra - 400021, INDIA

B91632000

3

10464112

14/11/2013

250,000,000.00

Bank of India

Oriental Building, Ground Floor, 364,D.N. Road, Fort, Mumbai, Maharashtra - 400001, INDIA

B91088716

4

10462458

03/03/2015 *

400,000,000.00

Indian Overseas Bank

POWAI BRANCH, 32-41, POWAI PLAZA, HIRANANDANI GAR 
DENS, POWAI, MUMBAI, Maharashtra - 400076, INDIA

C49601784

5

10445270

02/08/2013

700,000,000.00

STATE BANK OF INDIA

BACKBAY RECLAMATION BRANCH, RAHEJA CHAMBERS, FRE 
E PRESS JOURNAL MARG, NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA

B83152397

6

10411133

24/06/2014 *

360,000,000.00

GE MONEY FINANCIAL SERVICES Private LIMITED

401 402 4TH FLOORAGGARWAL MILLENIUM TOWER, E1 2 3 
NETAJI SUBHASH PLACE, PITAMPURA DELHI, Delhi - 110034, INDIA

C32401473

7

10396151

10/06/2015 *

6,409,000,000.00

Axis Trustee Services Limited

Axis House, 2nd Flr, Bombay Dyeing Mills Compound, 
, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA

C57945115

8

10426282

07/06/2012

560,800,000.00

State Bank of Mauritius

101 Raheja Center, Free Press Journal Road, Nariman Point, Mumbai, Maharashtra - 400021, INDIA

B67687715

9

10324337

26/12/2011 *

2,250,000,000.00

Axis Trustee Services Limited

Axis House, 2nd Flr, Bombay Dyeing Mills Compound, 
, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA

B30329270

10

10302252

29/01/2014 *

500,000,000.00

GE MONEY FINANCIAL SERVICES Private LIMITED

401 402 4TH FLOORAGGARWAL MILLENIUM TOWER, E1 2 3 
NETAJI SUBHASH PLACE, PITAMPURA DELHI, Delhi - 110034, INDIA

C09857202

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30th SEPTEMBER 2015

 

        (Rs. In Million)

 

 

Particulars

3 Months ended 30.09.2015

Preceding 3 Months 30.06.2015

Year to date figures for current period ended 30.09.2015

1

 

Income from Operations

 

 

 

 

 

Sales/Income from Operations (Gross)

7838.605

7009.502

14848.107

 

 

b) Other Operating Income

0.008

0.051

0.059

 

Total Income from Operations (Net)

7838.613

7009.553

14848.166

2

Expenses

 

 

 

 

a)

Cost of Materials consumed

7111.448

5028.359

12139.807

 

b)

Purchase of Stock-in-trade

--

--

--

 

c)

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(1397.898)

13.214

(1384.684)

 

d)

Employee benefit expenses

60.640

56.365

117.005

 

e)

Depreciation and amortization expense

421.747

436.575

858.322

 

f)

Other expenses

53.231

50.837

104.068

 

Total Expenses

6249.168

5585.350

11834.518

 

 

 

 

 

3

 

Profit /(Loss) from operations before other income, finance costs and exceptional items

1589.445

1424.203

3013.648

4

Other Income

38.597

30.642

69.239

5

Profit /(Loss) from ordinary activities before finance costs and exceptional items

1628.042

1454.545

3082.887

6

Finance Costs

139.793

143.058

282.851

7

Profit /(Loss) from ordinary activities after finance costs but before exceptional items

1488.249

1311.787

2800.036

8

Exceptional Items

--

--

--

9

Profit /(Loss) from ordinary activities before tax

1488.249

1311.787

2800.036

10

Tax Expense

534.679

467.890

1002.569

11

Net Profit /(Loss) from ordinary activities after tax

953.570

843.897

1797.467

12

Paid up equity share capital (Eq. shares of  Rs.10/- each)

529.157

529.157

529.157

13

Reserve excluding revaluation reserves

9311.810

9311.810

9311.810

14

 

Earnings per share (before/after extraordinary items) of  Rs.10/- each

 

 

 

 

 

Basic & Diluted

1.84

1.88

3.52

 

 

 

 

 

 

A

 

PARTICULARS OF SHAREHOLDING

 

 

 

1

 

Public Shareholding

 

 

 

 

 

- No. of Shares

308980781

308980781

308980781

 

 

- Percentage of Shareholding

58.39%

58.39%

58.39%

2

 

Promoters and promoter group shareholding

 

 

 

 

 

a) Pledged/Encumbered

 

 

 

 

 

- Number of shares

Nil

Nil

Nil

 

 

- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)

Nil

Nil

Nil

 

 

- Percentage of shares (as a % of the total share capital of the Company)

Nil

Nil

Nil

 

 

b) Non- encumbered

 

 

 

 

 

- Number of shares

220176514

220176514

220176514

 

 

- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)

100.00%

100.00%

100.00%

 

 

- Percentage of shares (as a % of the total share capital of the Company)

41.61%

38.71%

41.61%

 

 

Particulars

3 Months Ended

30.09.2015

Pending at the beginning of the quarter

Nil

Received during the quarter

4

Disposed of during the quarter

4

Remaining unresolved at the end of the quarter

Nil

 

 

  1. In accordance with the requirements of Clause 41 of the Listing Agreement with the Stock Exchanges, the Statutory Auditors have performed a limited review of the Company's standalone financial results for the quarter and half year ended September 30, 2015, There are no qualifications in the limited review report.


2. The Standalone financial results for the quarter and half year ended September 30, 2015 have been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meeting held on November 07, 2015. 


3. Out of the total 1,62,41,100 options granted by the Company till date under "ESOP scheme 2008” & 'ESOP scheme 2014", 68,33,995 options have been exercised in aggregate till September 30, 2015, out of which Nil options were exercised during the quarter ended September 30, 2015 by the employees of the Company.


4. Previous quarter's / year's figures have been regrouped / rearranged wherever necessary to confirm to the current quarter's/ year's presentation.

 

 

STATEMENT OF ASSETS ANS LIABILITIES AS ON 30TH SEPTEMBER 2015

 

SOURCES OF FUNDS

30.09.2015

 

(Current period Year ended)

 

 

I.              EQUITY AND LIABILITIES

 

(1)Shareholders' Funds

 

(a) Share Capital

529.157

(b) Reserves & Surplus

13590.208

(c) Money received against share warrants

0.000

 

 

(2) Share Application money pending allotment

0.000

Total Shareholders’ Funds (1) + (2)

14119.365

 

 

(3) Non-Current Liabilities

 

(a) long-term borrowings

249.701

(b) Deferred tax liabilities (Net)

354.866

(c) Other long term liabilities

21.662

(d) long-term provisions

0.000

Total Non-current Liabilities (3)

626.229

 

 

(4) Current Liabilities

 

(a) Short term borrowings

3990.032

(b) Trade payables

1628.421

(c) Other current liabilities

587.666

(d) Short-term provisions

840.893

Total Current Liabilities (4)

7047.012

 

 

TOTAL

21792.606

 

 

II.          ASSETS

 

(1) Non-current assets

 

(a) Fixed Assets

 

(i) Tangible assets

1983.531

(ii) Intangible Assets

0.000

(iii) Capital work-in-progress

0.000

(iv) Intangible assets under development

0.000

(b) Non-current Investments

28.100

(c) Deferred tax assets (net)

0.000

(d)  Long-term Loan and Advances

48.070

(e) Other Non-current assets

25.124

Total Non-Current Assets

2084.825

 

 

(2) Current assets

 

(a) Current investments

0.000

(b) Inventories

1470.375

(c) Trade receivables

9906.511

(d) Cash and cash equivalents

1173.561

(e) Short-term loans and advances

480.092

(f) Other current assets

6677.242

Total Current Assets

19707.781

 

 

TOTAL

21792.606

 

 

CONTINGENT LIABILITIES:

 

(Rs. in million)

PARTICULARS

31.03.2015

31.03.2014

(i) Claims against the company not acknowledged as debts

2.723

0.000

(ii) Company has provided Counter Guarantee in relation to Bank Guarantee to various parties which is not acknowledged in books of accounts

177.960

213.044

 

 

FIXED ASSETS

 

  • Buildings
  • Plant and Machinery
  • Furnitures and Fixtures
  • Vehicles
  • Office Equipments
  • Computers and Printers

 


 

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.66.81

UK Pound

1

Rs.100.36

Euro

1

Rs.70.68

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRP

 

 

Analysis Done by :

KAS

 

 

Report Prepared by :

SUJ


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILITY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

51

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.