MIRA INFORM REPORT
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Report No. : |
304063 |
|
Report Date : |
22.01.2015 |
IDENTIFICATION DETAILS
|
Name : |
R
SYSTEMS INTERNATIONAL LIMITED |
|
|
|
|
Registered
Office : |
B - 104A, Greater Kailash - I, New Delhi - 110 048 |
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Country : |
India |
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|
Financials (as
on) : |
31.12.2013 |
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Date of
Incorporation : |
14.05.1993 |
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Com. Reg. No.: |
55-053579 |
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Capital Investment
/ Paid-up Capital : |
Rs. 125.916 Millions |
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|
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CIN No.: [Company Identification
No.] |
L74899DL1993PLC053579 |
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IEC No.: |
Not Available |
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TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
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PAN No.: [Permanent Account No.] |
Not Available |
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Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
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Line of Business
: |
The Subject is a leading global provider of IT solutions and Business
Process Outsourcing (BPO) services |
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No. of Employees
: |
Not Divulged |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (52) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 5400000 |
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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 an established company having fine track. Trade relations are fair. Business is active. Payment terms are
reported as regular and as per commitments. The company can be considered good 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 – September 30, 2014
|
Country Name |
Previous Rating (30.06.2014) |
Current Rating (30.09.2014) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CRISIL |
|
Rating |
Long Term Rating “A” |
|
Rating Explanation |
Adequate degree of safety and low credit risk. |
|
Date |
June 09, 2014 |
|
Rating Agency Name |
CRISIL |
|
Rating |
Short Term Rating “A1” |
|
Rating Explanation |
Very strong degree of safety and lowest credit risk. |
|
Date |
June 09, 2014 |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2014.
INFORMATION DECLINED
Management non co-operative (91-120-4303500)
LOCATIONS
|
Registered Office : |
B - 104A, Greater Kailash - I, New Delhi - 110 048, India |
|
Tel. No.: |
Not Available |
|
Fax No.: |
Not Available |
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E-Mail : |
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|
Website : |
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Corporate Office : |
C - 40, Sector - 59, Noida - 201 307, Uttar Pradesh, India |
|
Tel. No.: |
91-120-4303500 |
|
Fax No.: |
91-120-2587123 |
DIRECTORS
As on 30.03.2014
|
Name : |
Mr. Satinder Singh Rekhi |
|
Designation : |
Chairman and Managing Director |
|
Address : |
Singapore |
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|
|
|
Name : |
Mr. Raj Swaminathan |
|
Designation : |
Director and Chief Operating Officer |
|
Address : |
Pune, Maharashtra, India |
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|
Name : |
Mr. Raj Kumar Gogia |
|
Designation : |
Non-Executive Independent Director |
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|
Name : |
Mr. Gurbax Singh Bhasin |
|
Designation : |
Non-Executive Independent Director |
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|
Name : |
Mr. Suresh Paruthi |
|
Designation : |
Non-Executive Independent Director |
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|
Name : |
Mr. Anuj Kanish |
|
Designation : |
Additional Director – Non Executive |
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|
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Name : |
Lt. Gen. Baldev Singh (Retd.) |
|
Designation : |
President and Senior Executive Director |
|
Address : |
Noida, Uttar Pradesh, India |
KEY EXECUTIVES
|
Name : |
Mr. Vikash Kumar Tiwari |
|
Designation : |
Company Secretary and Compliance Officer |
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Committees of the Board of Directors Audit
Committee : |
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Shareholders /Investors Grievance Committee : |
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Remuneration Committee : |
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Compensation Committee : |
Mr. Raj Kumar Gogia - Chairman Mr. Suresh Paruthi – Member Lt. Gen. Baldev Singh (Retd.) - Member |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.12.2014
|
(A)
Shareholding of Promoter and Promoter Group |
No
of shares |
%
of holding |
|
|
|
|
|
|
19777 |
0.02 |
|
|
26476019 |
20.77 |
|
|
26495796 |
20.79 |
|
|
|
|
|
|
12367430 |
9.70 |
|
|
9272000 |
7.27 |
|
|
16325180 |
12.81 |
|
|
16325180 |
12.81 |
|
|
37964610 |
29.79 |
|
Total
shareholding of Promoter and Promoter Group (A) |
64460406 |
50.57 |
|
(B)
Public Shareholding |
||
|
|
|
|
|
|
27567 |
0.02 |
|
|
27567 |
0.02 |
|
|
|
|
|
|
1485281 |
1.17 |
|
|
|
|
|
|
9761922 |
7.66 |
|
|
50912067 |
39.94 |
|
|
811337 |
0.64 |
|
|
72357 |
0.06 |
|
|
738980 |
0.58 |
|
|
62970607 |
49.40 |
|
Total
Public shareholding (B) |
62998174 |
49.43 |
|
Total
(A)+(B) |
127458580 |
100.00 |
|
(C) Shares
held by Custodians and against which Depository Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total
(A)+(B)+(C) |
127458580 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
The Subject is a leading global provider of IT solutions and Business
Process Outsourcing (BPO) services. |
|
|
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Products : |
Not Available |
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Brand Names : |
“INDUS” |
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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 : |
Not Divulged |
GENERAL INFORMATION
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Suppliers : |
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Customers : |
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No. of Employees : |
Not Divulged |
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Bankers : |
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Facilities : |
(Rs.
In Millions)
|
|
Auditors : |
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|
Name : |
S. R. Batliboi and Company LLP Chartered Accountant |
|
Address : |
Golf View Corporate Tower - B, Sector - 42, Sector Road, Gurgaon - 122
002, Haryana, India |
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Memberships : |
Not Available |
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Collaborators : |
Not Available |
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Subsidiaries : |
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CAPITAL STRUCTURE
As on 31.12.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
20000000 |
Equity Shares |
Rs.10/- each |
Rs. 200.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
12665458 |
Equity Shares |
Rs.10/- each |
Rs. 126.655
Millions |
|
|
Less: Advance to Indus Software Employees Welfare Trust |
|
Rs. 0.739
Million |
|
|
|
|
Rs. 125.916 Millions |
- Reconciliation of the shares
outstanding at the beginning and at the end of the reporting period
|
Particulars |
As at December
31, 2013 |
|
|
|
No of Shares |
(Rs. In Million) |
|
Shares outstanding at the beginning of the year |
12520708 |
125.207 |
|
Add: Shares issued during the year# |
144750 |
1.447 |
|
Shares outstanding at the end of the year |
12665456 |
126.654 |
# The Company has
issued 144,750 equity shares of Rs. 10 each at an exercise price of Rs. 120.70 per
share pursuant to exercise of employee stock options under the R Systems
International Limited Employee Stock Option Scheme 2007.
- Terms / rights attached to the equity share
The Company has
only one class of equity shares having a par value of Rs. 10 per share. Each
holder of equity shares is entitled to one vote per share. The Company declares
and pays dividend in Indian Rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in forthcoming Annual
General Meeting, except in case of interim dividend.
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.
- Shares held by holding / ultimate holding
company and / or their subsidiaries / associates
The Company does
not have any holding / ultimate holding company.
- Aggregate number of bonus shares issued,
shares issued for consideration other than cash and shares bought back
during the period of five years immediately preceding the reporting date:
The Board of
Directors of the Company at its meeting held on September 07, 2008, had
approved the Buy-back of the equity shares of Rs. 10 each. Under the Buy-Back
program, the Company had bought back 1,265,820 equity shares up to August 27,
2009 (including 146,346 equity shares up to December 31, 2008) at an average
price of Rs. 63.20 per share for an aggregate amount of Rs. 80.000 Millions by
utilising the Securities Premium Account to the extent of Rs. 67.342 Millions
and General Reserve to the extent of Rs. 12,658,200. The Capital Redemption
Reserve has been created out of General Reserve for Rs. 12.658 Millions being
the nominal value of equity shares bought back in terms of Section 77AA of the
Companies Act, 1956. The Offer for Buy-back was successfully completed on
August 27, 2009.
- Details of shareholders holding more than 5%
shares in the Company
|
Particulars |
As at December
31, 2013 |
|
|
|
No of Shares |
% holding in the
class |
|
GMU Infosoft Private Limited |
786260 |
6.21 |
|
U Infosoft Private Limited |
808766 |
6.39 |
|
GM Solutions Private Limited |
839763 |
6.63 |
|
Rightmatch Holdings Limited |
927200 |
7.32 |
|
Satinder and Harpreet Rekhi Family Trust |
1834718 |
14.49 |
|
Bhavook Tripathi |
4629110 |
36.55 |
As per secretarial
of the Company, including its register of shareholders / members and other
declarations received from shareholders regarding beneficial interest, the
above shareholding represents both legal and beneficial ownership of shares.
As on 10.05.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
20000000 |
Equity Shares |
Rs.10/- each |
Rs. 200.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
12745800 |
Equity Shares |
Rs.10/- each |
Rs. 127.458
Millions |
|
|
|
|
|
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.12.2013 |
31.12.2012 |
31.12.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
125.916 |
124.468 |
122.430 |
|
(b) Reserves & Surplus |
1754.623 |
1677.916 |
1791.131 |
|
(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) |
1880.539 |
1802.384 |
1913.561 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
4.403 |
3.447 |
3.839 |
|
(b) Deferred tax liabilities (Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term
liabilities |
3.827 |
6.570 |
74.098 |
|
(d) long-term
provisions |
73.438 |
71.241 |
61.288 |
|
Total Non-current
Liabilities (3) |
81.668 |
81.258 |
139.225 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a) Short
term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Trade
payables |
152.854 |
118.802 |
107.815 |
|
(c) Other
current liabilities |
113.270 |
130.171 |
217.029 |
|
(d) Short-term
provisions |
322.896 |
266.685 |
167.211 |
|
Total Current
Liabilities (4) |
589.020 |
515.658 |
492.055 |
|
|
|
|
|
|
TOTAL |
2551.227 |
2399.300 |
2544.841 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a) Fixed
Assets |
|
|
|
|
(i) Tangible
assets |
308.526 |
278.225 |
302.765 |
|
(ii)
Intangible Assets |
23.413 |
14.089 |
24.851 |
|
(iii)
Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
(iv)
Intangible assets under development |
14.129 |
12.317 |
0.000 |
|
(b) Non-current Investments |
793.608 |
767.019 |
813.767 |
|
(c) Deferred tax assets (net) |
51.379 |
48.791 |
55.373 |
|
(d) Long-term Loan and Advances |
68.609 |
89.484 |
83.102 |
|
(e) Other
Non-current assets |
79.710 |
71.331 |
112.352 |
|
Total Non-Current
Assets |
1339.374 |
1281.256 |
1392.210 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
10.000 |
0.000 |
0.000 |
|
(b)
Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade
receivables |
579.525 |
462.866 |
522.522 |
|
(d) Cash
and cash equivalents |
441.558 |
548.162 |
514.051 |
|
(e)
Short-term loans and advances |
67.864 |
43.449 |
40.491 |
|
(f) Other
current assets |
112.906 |
63.567 |
75.567 |
|
Total
Current Assets |
1211.853 |
1118.044 |
1152.631 |
|
|
|
|
|
|
TOTAL |
2551.227 |
2399.300 |
2544.841 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.12.2013 |
31.12.2012 |
31.12.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
2698.034 |
2289.273 |
1916.861 |
|
|
|
Other Income |
41.686 |
42.215 |
59.941 |
|
|
|
TOTAL |
2739.720 |
2331.488 |
1976.802 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Employees benefits expense |
1602.044 |
1496.151 |
1300.645 |
|
|
|
Other expenses |
545.585 |
462.941 |
504.732 |
|
|
|
TOTAL
|
2147.629 |
1959.092 |
1805.377 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION |
592.091 |
372.396 |
171.425 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES |
2.797 |
2.734 |
4.267 |
|
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION |
589.294 |
369.662 |
167.158 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
47.808 |
62.401 |
88.124 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX |
541.486 |
307.261 |
79.034 |
|
|
|
|
|
|
|
|
|
Less |
TAX |
175.965 |
101.984 |
14.383 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX |
365.521 |
205.277 |
64.651 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
609.702 |
805.009 |
798.243 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Proposed dividend |
120.698 |
94.255 |
44.341 |
|
|
|
Tax on proposed dividend |
21.237 |
15.291 |
7.079 |
|
|
|
Interim dividend |
139.239 |
199.195 |
0.000 |
|
|
|
Tax on interim dividend |
23.664 |
32.314 |
0.000 |
|
|
|
Transfer to general reserve |
36.552 |
59.529 |
6.465 |
|
|
|
Total
|
341.390 |
400.584 |
57.885 |
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
633.833 |
609.702 |
805.009 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
F.O.B. Value of Exports |
2416.793 |
2028.720 |
1699.494 |
|
|
|
Reimbursement of travel,
communication and other costs |
38.084 |
53.486 |
47.666 |
|
|
|
Interest Loan |
0.000 |
0.000 |
7.863 |
|
|
|
Commission Income |
0.000 |
0.000 |
7.669 |
|
|
TOTAL EARNINGS |
2454.877 |
2082.206 |
1762.692 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Equipments received free of
cost on returnable basis |
7.145 |
1.229 |
1.489 |
|
|
|
Capital Goods |
42.341 |
7.887 |
14.331 |
|
|
TOTAL IMPORTS |
49.486 |
9.116 |
15.820 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
2.90 |
1.65 |
5.10 |
|
KEY RATIOS
|
PARTICULARS |
|
31.12.2013 |
31.12.2012 |
31.12.2011 |
|
Net Profit Margin (PAT/Sales) |
(%) |
13.55 |
8.97 |
3.37 |
|
|
|
|
|
|
|
Operating Profit Margin (PBDIT / Sales) |
(%) |
21.95 |
16.27 |
8.94 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
32.00 |
19.56 |
4.72 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.29 |
0.17 |
0.04 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.00 |
0.00 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.06 |
2.17 |
2.34 |
FINANCIAL ANALYSIS
[all figures are in
Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
31.12.2011 |
31.12.2012 |
31.12.2013 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Share Capital |
122.430 |
124.468 |
125.916 |
|
Reserves & Surplus |
1791.131 |
1677.916 |
1754.623 |
|
Net
worth |
1913.561 |
1802.384 |
1880.539 |
|
|
|
|
|
|
long-term borrowings |
3.839 |
3.447 |
4.403 |
|
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
Total
borrowings |
3.839 |
3.447 |
4.403 |
|
Debt/Equity
ratio |
0.002 |
0.002 |
0.002 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.12.2011 |
31.12.2012 |
31.12.2013 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Sales |
1916.861 |
2289.273 |
2698.034 |
|
|
|
19.428 |
17.855 |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.12.2011 |
31.12.2012 |
31.12.2013 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Sales |
1916.861 |
2289.273 |
2698.034 |
|
Profit |
64.651 |
205.277 |
365.521 |
|
|
3.37% |
8.97% |
13.55% |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
No |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact
person |
No |
|
11] |
Turnover of firm for last
three years |
Yes |
|
12] |
Profitability for last
three years |
Yes |
|
13] |
Reasons for variation
<> 20% |
---------------------- |
|
14] |
Estimation for coming
financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details
(if applicable) |
No |
|
21] |
Market information |
---------------------- |
|
22] |
Litigations that the firm
/ promoter involved in |
---------------------- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
---------------------- |
|
26] |
Buyer visit details |
---------------------- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of Proprietor/Partner/Director,
if available |
No |
|
32] |
PAN of
Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
No |
INDEX OF CHARGES
|
S.No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10296744 |
21/02/2014 * |
200,000,000.00 |
AXIS BANK
LIMITED |
B-2 AND B-3, SECTOR-16,
NOIDA, Uttar Pradesh - 201301, INDIA |
C00282590 |
* Date of charge modification
RESULTS OF OPERATIONS
Total income
during the year 2013 increased to Rs. 2,739.720 million as against Rs.
2,331.490 million during the year 2012, a growth of 17.51%.
Profit after tax
was Rs. 365.520 million during the year 2013 as compared to Rs. 205.280 million
during 2012, a growth of 78.06%.
Basic earnings per
share (of face value of Re. 1/- each) was Rs. 2.90 for the year 2013 as
compared to Rs. 1.65 for the year 2012, a growth of 75.76%.
CORPORATE
INFORMATION
R Systems
International Limited (the ‘Company’) is a public company domiciled in India
and incorporated under the provisions of the Companies Act, 1956. Its shares are
listed on National Stock Exchange of India Limited and BSE Limited. The Company
is a leading global provider of IT solutions and Business Process Outsourcing
(BPO) services. The Company’s primary focus is to provide full service IT
solutions, software engineering services, technical support, customer care and
other IT enabled services to the high technology sector, independent software
vendors (ISV’s), banks, financial services companies, telecom and digital media
technology companies and services providers, insurance and health care sector.
The Company also develops and markets a suite of applications under the brand
name “Indus” for the retail lending to banks and non-banking finance companies,
insurance and telecom segment.
MANAGEMENT ’S DISCUSSION AND ANALYSIS
OVERVIEW
The financial
statements of the Company have been prepared in accordance with Generally
Accepted Accounting Principles (GAAP) in India as notified under Accounting
Standards by Companies (Accounting Standards) Rules, 2006, (as amended). The
Company has prepared these financial statements to comply in all material
respects with the accounting standards notified under the Companies Act, 1956
read with General Circular 15/2013 dated 13 September 2013, issued by the
Ministry of Corporate Affairs in respect of section 133 of the Companies Act,
2013 and the relevant provisions of the Companies Act, 1956. The management
accepts responsibility for the integrity and objectivity of these financial
statements, as well as for various estimates and judgments used therein. The
estimates and judgments relating to the financial statements have been made on
a prudent and reasonable basis, so that the financial statements reflect in a
true and fair manner the form and substance of transactions, and reasonably
present the state of affairs, profits and cash flows for the year.
INDUSTRY STRUCTURE AND DEVELOPMENTS
As per NASSCOM
Strategic Review 2014, technology will fuel business transformation and
determine how client engage with customers, the speed at which they deliver
service, their innovation capabilities, their resiliency, and reliability of
operations. Technology providers are increasingly being measured by their
ability to help create digital enterprises for clients.
IT-BPM exports out
of India are estimated to cross USD 86 billion in FY2014, growing at 13
percent. A gradual revival in consumer confidence leading to return of
discretionary spending is increased demand from US and Europe is helping drive
exports.
While US continues
to be the largest geographic market for India. Accounting for ~ 62 percent, the
highlight for the year was revival in demand from Europe, which grew at ~14
percent in FY2014. BFSI continues to be the largest vertical segment,
accounting for over 41 percent of industry exports; however, emerging verticals
such as retail, healthcare, utilities are estimated to grow faster.
FIXED ASSETS
- Land
- Building
- Leasehold Improvement
- Computers
- Office Equipments
- Furniture and Fittings
- Vehicles
STATEMENT OF STANDALONE AUDITED RESULTS FOR THE QUARTER AND NINE
MONTHS ENDED 30TH SEPTEMBER 2014
|
Sr. No |
|
Standalone |
|||
|
Three Months Ended |
Nine Months Ended |
||||
|
30.09.2014 |
30.06.2014 |
30.09.2014 |
|||
|
Audited |
Audited |
Audited |
|||
|
1 |
Income From
Operations |
|
|
|
|
|
|
a. Net Sales/ Income from Operations (Net of Excise Duty) |
778.067 |
711.575 |
2180.377 |
|
|
|
b. Other Operating Income |
18.448 |
4.478 |
33.763 |
|
|
|
Total Income from
Operations (Net) |
796.515 |
716.053 |
2214.140 |
|
|
2 |
Expenditure |
|
|
|
|
|
|
a. Employees Benefit Expenses |
447.045 |
442.322 |
1314.672 |
|
|
|
b. Depreciation and Amortisation Expenses |
17.344 |
16.906 |
49.786 |
|
|
|
c. Traveling and conveyance |
63.618 |
56.260 |
176.532 |
|
|
|
d. Communication costs |
13.428 |
14.500 |
40.689 |
|
|
|
e. Legal and professional expenses (including subcontract expenses) |
16.829 |
12.751 |
42.454 |
|
|
|
f. Provision for doubtful debts and advances (net) |
-- |
-- |
-- |
|
|
|
g. Other expenses |
60.517 |
52.192 |
160.437 |
|
|
|
Total Expenses |
618.781 |
594.931 |
1784.570 |
|
|
3 |
Profit from
Operations before Other Income, Interest and Exceptional Items |
177.734 |
121.122 |
429.570 |
|
|
4 |
Other Income |
7.478 |
10.145 |
28.575 |
|
|
5 |
Profit from
ordinary activities before finance cost & exceptional items |
185.212 |
131.267 |
458.145 |
|
|
6 |
Finance Costs |
1.549 |
0.665 |
3.065 |
|
|
7 |
Profit from
ordinary activities after finance costs & exceptional items |
183.663 |
130.602 |
455.080 |
|
|
8 |
Exceptional items |
152.444 |
-- |
152.444 |
|
|
9 |
Profit from
ordinary activities before tax |
336.107 |
130.602 |
607.524 |
|
|
10 |
Tax Expense |
|
|
|
|
|
|
- Current tax |
73.941 |
48.441 |
152.669 |
|
|
|
- MAT credit |
-- |
-- |
-- |
|
|
|
- Deferred tax charge / (credit) |
(2.024) |
(3.409) |
12.635 |
|
|
11 |
Net Profit from
ordinary activity after tax |
264.190 |
85.570 |
442.220 |
|
|
12 |
Extraordinary Items |
-- |
-- |
-- |
|
|
13 |
Net Profit After
Tax |
264.190 |
85.570 |
442.220 |
|
|
14 |
Paid-up equity share capital (face value of Rs.10 per share) |
126.628 |
126.628 |
126.628 |
|
|
15 |
Reserves excluding Revaluation Reserve as per balance sheet of previous accounting Year |
|
|
|
|
|
16 i |
Earnings per share before extraordinary items and after considering sub-division (Face value of Re. 1/- each) (not annualised) |
|
|
|
|
|
|
Basic EPS |
2.07 |
0.67 |
3.48 |
|
|
|
Diluted EPS |
2.07 |
0.67 |
3.48 |
|
|
16 ii |
Earnings per share after extraordinary items and considering sub-division (Face value of Re. 1/- each) (not annualised) |
|
|
|
|
|
|
Basic EPS |
2.07 |
0.67 |
3.48 |
|
|
|
Diluted EPS |
0.27 |
0.67 |
3.48 |
|
|
|
|
|
|
|
|
|
|
|||||
|
A |
PARTICULARS OF
SHAREHOLDING |
|
|
|
|
|
17 |
Public Shareholding |
|
|
|
|
|
|
- No. of shares |
62938383 |
63000635 |
62938383 |
|
|
|
- Percentage of shareholding |
49.41 |
49.46 |
49.41 |
|
|
18 |
Promoter &
Promoter Group Shareholding |
|
|
|
|
|
|
a)
Pledged/Encumbered |
|
|
|
|
|
|
- No. of shares |
Nil |
Nil |
Nil |
|
|
|
- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group) |
Nil |
Nil |
Nil |
|
|
|
- Percentage of shareholding (as a % of the total share capital of the company) |
Nil |
Nil |
Nil |
|
|
|
b) Non-encumbered |
|
|
|
|
|
|
- No. of shares |
64428797 |
64366545 |
64428797 |
|
|
|
- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group) |
100.00 |
100.00 |
100.00 |
|
|
|
- Percentage of shareholding (as a % of the total share capital of the company) |
50.59 |
50.54 |
50.59 |
|
|
|
Particulars |
Quarter ended 30.09.2014 |
|
B |
Investor Complaints |
|
|
|
Pending at the beginning of the quarter |
Nil |
|
|
Received during the quarter |
10 |
|
|
Disposed off during the quarter |
10 |
|
|
Remaining unresolved at the end of the
quarter |
Nil |
NOTES:
The results for the quarter and nine months
ended September 30, 2014 were reviewed by the Audit Committee and have been
approved by the Board of Directors at its meeting held on October 29, 2014.
An audit has been completed by the
Statutory Auditors for the quarter and nine months ended September 30, 2014 and
September 30, 2013, quarter ended June 30, 2014 and year ended December 31,
2013. There is no qualification in the Auditors' Report on these financial
results.
The Board of Directors at its meeting held
on June 03, 2014 and July 26, 2014 had declared first and second interim
dividend of Re. 0.95 and Re. 0.50 per equity share of face value of Re. 1/-
each respectively. These dividends were paid to the shareholders on June 23,
2014 and August 19, 2014 respectively. Further, Board of Directors at its
meeting held on October 29, 2014 has declared third interim dividend of Re.
0.90 per equity share, as per record date of November 07, 2014. The
Shareholders' assent for all these interim dividends will be taken in the
forthcoming
Annual General Meeting.
The shareholders of the Company by passing
special resolution through postal ballot on September 23, 2014 have accorded
necessary approval for transfer of Indus IT Product and Service business
operated out of Pune and Chennai centres to RSPTL to pursue opportunities for
its further sale or disinvestment. The said transfer will be on a going concern
basis by way of slump sale, for consideration of Rs 783.900 millions to be
discharged by RSPTL through issuance of equity / debenture / loan and / or any
other securities, on the terms and conditions as may be agreed by the Board of
Directors of the Company and RSPTL. Accordingly, the aforesaid Indus IT Product
and Service business, being part of Information technology services and
products segment, is considered as "Discontinuing Operations" for the
purpose of the Standalone Audited Results of the Company. The revenue and
expenses attributable to the said operations included in the financial results
are as follows:
(Rs. in Million)
|
Particulars |
Three Months Ended |
Nine Months Ended |
|
|
|
30.09.2014 |
30.09.2014 |
30.09.2014 |
|
Total
income |
235.021 |
195.711 |
620.521 |
|
Total
expenses |
189.938 |
164.236 |
507.674 |
|
Profit
before tax |
45.183 |
31.475 |
112.847 |
|
Total tax
expense |
15.358 |
10.697 |
38.357 |
|
Profit
after tax |
29.825 |
20.778 |
74.490 |
The Board of Directors at its meeting held
on July 07, 2014 has approved the offer of buy-back from Computaris International
Limited (a wholly owned subsidiary) of 13,500 shares held by the Company in the
said subsidiary at the rate of GBP 111.38 per share amounting to GBP 1.50
million. The aforesaid buy-back proceeds has been received by the Company on
September 17, 2014. Even after this buy back, Computaris International Limited
remains wholly owned subsidiary of the Company. The profit on the buy-back
amounting to Rs. 77.799 millions is included in 'Exceptional Items' in the
financial results.
The Board of Directors at its meeting held
on October 29, 2014 has approved the transfer of Europe BPO Business by way of
sale of Company’s 100% holding in R Systems Europe B.V., Netherlands and R
Systems S.A.S., France, being wholly owned subsidiaries of the Company, to Customer
Contact Management Group B.V. (“CCMG”) (an affiliate of Webhelp Netherland
B.V.), a Europe based company, for an enterprise value of Euro 4 million on a
debt free - cash free basis, subject to execution of definitive agreements and
receipt of necessary corporate and regulatory approvals.
Considering the binding offer received from
CCMG, the management of the Company has reversed the provision considered in
earlier period towards diminution in the value of investment amounting to Rs.
42.052 millions and Rs. 32.593 million for R Systems Europe B.V., Netherlands
and R Systems S.A.S., France respectively. These reversals are included in
'Exceptional Items' in the financial results.
Pursuant to the approval of the shareholders
accorded by passing necessary resolution through Postal Ballot on January 14,
2014, each equity share of face value of Rs. 10/- each of the Company was
sub-divided into ten equity shares of face value of Re. 1/- each fully paid up.
The subdivision has been given effect as per record date fixed by the Board of
Directors i.e. February 28, 2014. Accordingly, the number of equity shares in
Part II of the accompanying statement (including the previous period
comparative numbers) has been stated based on face value of Re. 1/- each.
Further, for the purpose of computing Earnings Per Share, the effect of
sub-division had been considered in accordance with the requirements of
Accounting Standard - 20 “Earnings Per Share” in all comparable periods.
During the nine months ended September 30,
2014, the Company has issued 712,600 equity shares of Re. 1/- each at an
exercise price of Rs. 12.07 per share
(post sub-division), pursuant to exercise of employee stock options under the R
Systems International Limited Employee
Stock Option Scheme 2007.
MAT Credit during the nine months ended September 30, 2013 and year
ended December 31, 2013 pertains to prior periods.
Refer Annexure A for segment wise standalone revenue, results and
capital employed.
Previous period's / year's figures have been regrouped / reclassified
wherever applicable, to the extent possible, to conform to the current period
presentation.
UNAUDITED SEGMENT WIE REVENUE, RESULTS AND
CAPITAL EMPLOYED
(Rs. In Millions)
|
Particulars |
Three
Months Ended |
Nine
Year Ended |
|
|
|
30.09.2014 |
30.06.2014 |
30.09.2014 |
|
Audited |
Audited |
Audited |
|
|
1.
Segment Revenue |
|
|
|
|
Information
technology services and products |
675.459 |
622.189 |
1914.651 |
|
Business process outsourcing
services |
102.608 |
89.386 |
265.726 |
|
Income
from operations |
778.067 |
711.575 |
2180.377 |
|
|
|
|
|
|
2.
Segment Result |
|
|
|
|
Information
technology services and products |
244.863 |
119.703 |
509.388 |
|
Business process outsourcing
services |
98.555 |
17.399 |
113.985 |
|
Total |
343.418 |
137.102 |
623.373 |
|
(i) Interest
expense |
(0.185) |
(0.196) |
(0.554) |
|
(ii) Interest
income |
7.478 |
9.140 |
27.570 |
|
(iii) Other
unallocable income |
-- |
1.005 |
1.005 |
|
(iv) Other
unallocable expenses |
(14.604) |
(16.449) |
(43.870) |
|
Profit
before tax |
336.107 |
130.602 |
607.524 |
|
|
|
|
|
|
3. Capital employed |
|
|
|
|
Information
technology services and products |
1422.731 |
1509.898 |
1422.731 |
|
Business process
outsourcing services |
22.115 |
(76.431) |
22.115 |
|
- Unallocated
corporate |
532.104 |
416.842 |
532.104 |
|
Total
capital employed |
1976.950 |
1850.309 |
1976.950 |
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No records 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.61.61 |
|
|
1 |
Rs.93.49 |
|
Euro |
1 |
Rs.71.38 |
INFORMATION DETAILS
|
Information
Gathered by : |
PRT |
|
|
|
|
Analysis Done by
: |
SUB |
|
|
|
|
Report Prepared
by : |
KLS |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILITY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--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 |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER
|
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
52 |
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.