MIRA INFORM REPORT

 

 

Report No. :

355997

Report Date :

22.12.2015

 

IDENTIFICATION DETAILS

 

Name :

ICICI MERCHANT SERVICES PRIVATE LIMITED (w.e.f. 30.12.2009)

 

 

Formerly Known As :

POS ICE MERCHANT SERVICES PRIVATE LIMITED

 

 

Registered Office :

Edelweiss House, 7th Floor, South Wing, South Wing, Off CST Road, Vidhyanagari Marg, Santacruz (East), Mumbai – 400098, Maharashtra

Tel. No.:

91-22-41634000

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

28.07.2009

 

 

Com. Reg. No.:

11-194399

 

 

Capital Investment / Paid-up Capital :

Rs.1872.000 Million

 

 

CIN No.:

[Company Identification No.]

U74140MH2009PTC194399

 

 

IEC No.:

0311025374

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

AAFCP1216R

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Providing services in relation to payment card transactions for acquiring switching and processing of debit, credit and charge card related payment transactions and stored value card transactions. (Registered Activity)

 

 

No. of Employees :

Information declined by the management 

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (43)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

ICICI Merchant Services Private Limited offers credit and debit solutions for businesses. It is a part of ICICI Bank group and a subsidiary of “First Data Holding 1 (Netherland) BV”.

 

It is an established company incorporated in the year 2009 having satisfactory track.

 

Management of the company has not filed its financial with the government department for the year 2015. 

 

As per available financial of 2014, the company has some accumulated losses.

 

However, the company derives strength from its strong parentage and its experienced management.

 

Promoters are reported to be well experienced and knowledgeable businessmen.

 

Trade relations are reported as fair. Business is active. Payments are reported as slow but correct.

 

The company can be considered normal for business dealings 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

Not Available

Rating

Not Available

Rating Explanation

Not Available

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 31-03-2015.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON CO-OPERATIVE (91-22-41634000)

 

 

LOCATIONS

 

Registered Office :

Edelweiss House, 7th Floor, South Wing, South Wing, Off CST Road, Vidhyanagari Marg, Santacruz (East), Mumbai – 400098, Maharashtra, India

Tel. No.:

91-22-41634000

Fax No.:

Not Available

E-Mail :

devika.venugopal@icicims.com

 

 

DIRECTORS

 

AS ON 31.03.2015

 

Name :

Mr. Paul William Campbell

Designation :

Director

Address :

Orchard Lodge, Nore Road, Leigh on Sea, SS95DB, United Kingdom

Date of Birth/Age :

26.04.1956

Date of Appointment :

22.12.2009

DIN No.:

02791308

 

 

Name :

Mr. Kusal Roy

Designation :

Additional director

Address :

Flat No.12, Shikha Aptt., Union Park, No.14 Golf, Link Estate, Near Shatranj Restaurant, Khar West, Mumbai - 400052, Maharashtra, India

Date of Birth/Age :

17.10.1970

Date of Appointment :

06.05.2013

DIN No.:

02268654

 

 

Name :

Mr. Nitish Kumar Asthana

Designation :

Additional director

Address :

3 A/124, Kalpataru Estate,, Jogeshwari Vikhroli Link Road, Andheri East,, Mumbai - 400093, Maharashtra, India

Date of Birth/Age :

27.08.1974

Date of Appointment :

15.07.2014

DIN No.:

06925881

 

 

KEY EXECUTIVES

 

Name :

Devika Venugopal

Designation :

Secretary

Address :

Flat No. E1104,Sainath Tower, Neelam Nagar Phase II, Mulund (East), Mumbai - 400081, Maharashtra, India

Date of Birth/Age :

19.12.1984

Date of Appointment :

01.07.2013

PAN No:

AGJPV1330M

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.12.2014

 

Names of Shareholders

No. of Shares

%age holding

First Data Holding 1 (Netherlands) BV, Netherlands

151632000

81.00

ICICI Bank Limited, India

35568000

19.00

Total

187200000

100.00

 

 

Equity Share Break up (Percentage of Total Equity)

 

AS ON 31.12.2014

 

Category

Percentage

Nationalised or other banks

19.00

Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others

81.00

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Providing services in relation to payment card transactions for acquiring switching and processing of debit, credit and charge card related payment transactions and stored value card transactions. (Registered Activity)

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

 

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 :

Information declined by the management 

 

 

Bankers :

Banker Name

Not Divulged

Branch Address

Not Divulged

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

 

Auditors :

 

Name :

SRBC and Company LLP

Chartered Accountants

Address :

14th Floor, The Ruby, 2 9 Senapati Bapat Marg, Mumbai, Maharashtra, India

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

ABSFS4151K

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Holding company:
  • First Data Holding 1 (Netrherland)BV, Netherlands Antilles

 

 

Fellow Subsidiary company:
  • First Data (India) Private Limited, India [U64203MH2006PTC162543]
  • POS Merchant Solutions Private Limited, India

[U72900MH2007FTC171573]

  • First Data Merchant Solutions Private Limited, Netherlands
  • FDR Limited, Netherlands

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

220000000

Equity Shares

Rs.10/- each

Rs. 2200.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

187200000

Equity Shares

Rs.10/- each

Rs. 1872.000 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

1872.000

1872.000

1872.000

(b) Reserves & Surplus

(1171.437)

(1092.551)

(1051.279)

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

700.563

779.449

820.721

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

2103.660

2103.660

2103.660

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

11.520

0.000

516.041

(d) long-term provisions

0.000

0.000

2.846

Total Non-current Liabilities (3)

2115.180

2103.660

2622.547

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

0.000

0.000

0.000

(b) Trade payables

433.657

395.672

290.022

(c) Other current liabilities

459.732

806.067

8.801

(d) Short-term provisions

5.425

18.501

4.553

Total Current Liabilities (4)

898.814

1220.240

303.376

 

 

 

 

TOTAL

3714.557

4103.349

3746.644

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

358.033

159.998

103.788

(ii) Intangible Assets

2627.880

2799.966

2972.295

(iii) Capital work-in-progress

0.000

0.000

0.000

(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)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

222.069

106.534

164.509

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

3207.982

3066.498

3240.592

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

0.000

0.000

0.000

(c) Trade receivables

116.135

188.623

129.125

(d) Cash and cash equivalents

306.132

24.404

282.627

(e) Short-term loans and advances

6.552

7.066

7.496

(f) Other current assets

77.756

816.758

86.804

Total Current Assets

506.575

1036.851

506.052

 

 

 

 

TOTAL

3714.557

4103.349

3746.644

 

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

31.03.2013

31.03.2012

 

SALES

 

 

 

 

Total Revenue

1406.238

1277.942

895.476

 

Other Income

NA

NA

NA

 

TOTAL

NA

NA

NA

 

 

 

 

 

Less

EXPENSES

NA

NA

NA

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

NA

NA

NA

 

 

 

 

 

Less

TAX

NA

NA

NA

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX

(78.886)

(41.272)

(270.623)

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

(0.42)

NA

NA

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2014

31.03.2013

31.03.2012

Current Maturities of Long term debt

0.000

0.000

0.000

Cash generated from operations

NA

NA

NA

Net cash flows from (used in) operations

751.279

(189.105)

384.397

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

Debt Equity Ratio

(Total Debt /Networth)

 

3.00

2.70

2.56

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.56

0.85

1.67

 

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

1872.000

1872.000

1872.000

Reserves & Surplus

(1051.279)

(1092.551)

(1171.437)

Money received against share warrants

0.000

0.000

0.000

 Share Application money pending allotment

0.000

0.000

0.000

Net worth

820.721

779.449

700.563

 

 

 

 

long-term borrowings

2103.660

2103.660

2103.660

Short term borrowings

0.000

0.000

0.000

Current maturities of long-term debts

0.000

0.000

0.000

Total borrowings

2103.660

2103.660

2103.660

Debt/Equity ratio

2.563

2.699

3.003

 

 

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 revenue

895.476

1277.942

1406.238

 

 

42.711

10.039

 

 

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 revenue

895.476

1277.942

1406.238

Profit

(270.623)

(41.272)

(78.886)

 

(30.22%)

(3.23%)

(5.61%)

 

 

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

No

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

 

OPERATIONS

 

The Company was incorporated as a private limited company on 28 July 2009 as POS ICE Merchant Services Private Limited. The name of the Company was changed to ICICI Merchant Services Private Limited after the Company became a joint venture of First Data Holding 1 (Netherlands) BV, a company incorporated under the laws of the Netherlands and having its registered office at Strawinskylaan 3105, 1077ZX Amsterdam, The Netherlands and ICICI Bank Limited, a public company incorporated under the Companies Act, 1956 and licensed as a bank under the Banking Regulation Act, 1949 and having its registered office at Landmark, Race Course Circle, Vadodara 390 007, India.

 

The Company acquired ICICI Bank Limited's merchant acquiring business from ICICI Bank Limited and in this respect entered into a Business Transfer Agreement dated 24 August 2009.

 

Under the Business Transfer Agreement, the merchant acquiring business of ICICI Bank was transferred to the Company on a going-concern basis with effect from 23 December 2009 along with all the contracts receivables, the POS Equipment, the moveable assets and the goodwill of the merchant acquiring business.

 

During the period under consideration, the total revenue from operations of the Company was Rs.1406.238 million as compared to Rs.1277.942 million during the financial year 2012-13. The Company has incurred losses amounting to Rs. 78.886 million during the financial year 2013-14 as compared to Rs. 41.272 million in the financial year 2012-13.

 

The Company are making their best efforts to increase the income of the Company and are hopeful that the Company shall show better results in the coming future.

 

 

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

 

 

UNSECURED LOAN

(Rs. In Million)

Particulars

As on

31.03.2014

As on

31.03.2013

LONG TERM BORROWING

 

 

Fully convertible debentures others

2103.660

2103.660

Total

2103.660

2103.660

 

FIXED ASSETS

 

Tangible assets

 

 

Intangible assets

 

 

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 records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

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

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

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

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

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

 

8]         Affiliation with Government :

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

 

9]         Compensation Package :

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

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

CORPORATE GOVERNANCE

 

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

 

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

 

 

CONTRAVENTION

 

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

 

 

FOREIGN EXCHANGE RATES

 

Currency

 
Unit

Indian Rupees

US Dollar

1

Rs.66.32

UK Pound

1

Rs.98.99

Euro

1

Rs.72.13

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

DIV

 

 

Report Prepared by :

KVT

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILITY

1~10

3

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

3

--CREDIT LINES

1~10

5

--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

 

43

 

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.