MIRA INFORM REPORT

 

 

Report No. :

312685

Report Date :

16.03.2015

 

 

IDENTIFICATION DETAILS

 

Name :

BOSTON SCIENTIFIC INDIA PRIVATE LIMITED  (w.e.f.08.04.2011)

 

 

Formerly Known As :

GUIDANT INDIA PRIVATE LIMITED

 

 

Registered Office :

C-40/41, Okhla Industrial Area, Phase - II, New Delhi – 110020

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

09.07.2003

 

 

Com. Reg. No.:

55-121242

 

 

Capital Investment / Paid-up Capital :

Rs.282.300 Millions

 

 

CIN No.:

[Company Identification No.]

U33119DL2003FTC121242

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

AABCG9446Q

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Presales, Sales, Marketing, Distribution, Delivery, After Sales Services of Medical Products and also Related Activities.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (47)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of “Boston Scientific Corporation” which is a worldwide Developer, Manufacturer and Marketer of Medical Devices. It is an established company having satisfactory track record.

 

The subject has good net worth position backed by debt free balance sheet of the company. General financials of the company seems decent.

 

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

 

In view of strong holding company and experienced management, the company can be considered normal 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 – December 31, 2014

 

Country Name

Previous Rating

(30.09.2014)

Current Rating

(31.12.2014)

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

 

NOT AVAILABLE

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON CO-OPERATIVE

 

(CONTACT NO.: 91-124-4923300)

 

 

LOCATIONS

 

Registered Office :

C-40/41, Okhla Industrial Area, Phase – II, New Delhi – 110020, India 

Tel. No.:

91-11-41611024

Fax No.:

91-11-41611023

E-Mail :

ala@ala-india.com

Website :

http://www.bostonscientific.com

 

 

Head Office :

8th Floor, Building No.5, Cyber Terraces, DLF Cyber City Phase No. III, Gurgaon – 122002, Haryana, India

Tel No.:

91-124-4923300

Fax No.:

91-124-4923333

 

 

DIRECTORS

 

AS ON 26.09.2014

 

Name :

Mr. Prabal Chakraborty

Designation :

Managing director

Address :

Flat 402, Tower 6, Vipul Belmonte, Golf Course Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

31.12.1962

Date of Appointment :

30.07.2014

DIN No.:

05293134

 

 

Name :

Mr. Daniel Joseph Brennan

Designation :

Alternate director

Address :

95, Thornton Road, Needham, Massachusetts 02492 USA

Date of Birth/Age :

02.10.1965

Date of Appointment :

24.03.2010

DIN No.:

03012493

 

 

Name :

Mr. Rajiv Kapahi

Designation :

Whole-time director

Address :

A-294, Defence Colony, New Delhi – 110024, India

Date of Birth/Age :

24.01.1965

Date of Appointment :

30.07.2014

DIN No.:

05290480

 

 

Name :

Mr. Vance Brown

Designation :

Additional Director

Address :

15, Fatima Road, Ashland, Massachusetts 01721 USA

Date of Birth/Age :

11.08.1969

Date of Appointment :

14.05.2012

DIN No.:

05302893

 

 

KEY EXECUTIVES

 

Name :

Mr. Pradeep Kumar

Designation :

Company Secretary

Address :

Tower No.22, Flat No.1202, Vipul Green, Sohna Road, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

25.06.1970

Date of Appointment :

16.09.2013

PAN No.:

AGUPK2375C

 

 

 

 

 

 

MAJOR SHAREHOLDERS

 

AS ON 26.09.2014

 

Names of Shareholders

 

No. of Shares

Boston Scientific Group PLC, The Netherlands

23

Boston Scientific International B.V., The Netherlands

28229927

 

 

Total

 

28229950

 

 

AS ON 26.09.2014

 

Equity Share Break up (Percentage of Total Equity)

 

Category

 

Percentage

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

100.00

 

 

Total

 

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Presales, Sales, Marketing, Distribution, Delivery, After Sales Services of Medical Products and also Related Activities.

 

 

Products :

Medical Devices

 

 

Brand Names :

--

 

 

Agencies Held :

--

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

 

Selling :

Not Divulged

 

 

Purchasing :

Not Divulged

 

 

PRODUCTION STATUS: NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Company Name :

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 :

Company Name :

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 :

Not Divulged

 

 

Bankers :

Not Divulged

 

 

Facilities :

--

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Company LLP

Chartered Accountants

Address :

Golf View, Corporate Tower-B, Sector-42, Sector Road, Gurgaon, Haryana, India

PAN No.:

ACHFS9180N

 

 

Holding Company :

Boston Scientific International B.V., (The Netherlands)

 

 

Ultimate Holding Company :

Boston Scientific Corporation,(Natick, USA)

 

 

Fellow Subsidiaries :

·         Cardiac Pacemakers, Inc. USA

·         Boston Scientific Clonmel Limited (Ireland)

·         Guidant Europe NV (Belgium)

·         Boston Scientific Pty. Limited (Australia)

·         Boston Scientific Medizintechnik GmbH (Germany)

·         Boston Scientific International S.A. (France)

·         Boston Scientific Asia Pacific Pte. Limited (Singapore)

·         Boston Scientific Benelux NV (Belgium)

·         Boston Scientific Japan K.K. (Japan)

·         Boston Scientific Scimed, Inc. USA

·         Boston Scientific S.p.A. (Italy)

·         Boston Scientific (Malaysia) Sdn. Bhd. (Malaysia)

·         Boston Scientific Korea Co. Limited (Korea)

·         Boston Scientific Middle East (Offshore) S.A.L (Lebanon)

·         Boston Scientific Neuromodulation Corporation, USA

 

 

CAPITAL STRUCTURE

 

AS ON 26.09.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

50,000,000

Equity Shares

Rs.10/- each

Rs. 500.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

28,229,950

Equity Shares

Rs.10/- each

Rs. 282.300 Millions

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

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

282.300

282.300

282.300

(b) Reserves & Surplus

104.088

85.530

5.717

(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)

386.388

367.830

288.017

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

0.000

0.000

0.000

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

12.316

38.860

41.492

Total Non-current Liabilities (3)

12.316

38.860

41.492

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

0.000

0.000

0.000

(b) Trade payables

2246.403

1847.763

182.934

(c) Other current liabilities

70.009

56.464

43.857

(d) Short-term provisions

107.371

109.097

7.712

Total Current Liabilities (4)

2423.783

2013.324

234.503

 

 

 

 

TOTAL

2822.487

2420.014

564.012

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

134.900

61.557

43.565

(ii) Intangible Assets

8.482

0.000

0.000

(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)

89.461

40.259

8.668

(d)  Long-term Loan and Advances

68.834

23.143

5.463

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

301.677

124.959

57.696

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

627.043

944.670

50.953

(c) Trade receivables

1747.864

1269.661

261.228

(d) Cash and cash equivalents

91.843

63.241

118.219

(e) Short-term loans and advances

54.060

17.483

75.916

(f) Other current assets

0.000

0.000

0.000

Total Current Assets

2520.810

2295.055

506.316

 

 

 

 

TOTAL

2822.487

2420.014

564.012

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2014

31.03.2013

31.03.2012

 

 

 

 

Profit after Tax

18.558

79.813

37.824

 

 

 

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.00

0.00

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.04

1.14

2.16

 


 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particulars

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

282.300

282.300

282.300

Reserves & Surplus

5.717

85.530

104.088

Net worth

288.017

367.830

386.388

 

 

 

 

Long-term borrowings

0.000

0.000

0.000

Short term borrowings

0.000

0.000

0.000

Total borrowings

0.000

0.000

0.000

Debt/Equity ratio

0.000

0.000

0.000

 

 

 


 

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

Yes

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

No

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

No

24]

Banking facility details

No

25]

Conduct of the banking account

----------

26]

Buyer visit details

----------

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

Date of Birth of Proprietor/Partner/Director, if available

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

No

 

 

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

 

 

GENERAL INFORMATION

 

Boston Scientific India Private Limited (the Company or BSIPL) is a private limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. It is a subsidiary of Boston Scientific International B.V. (the Holding Company or BSIBV) and is engaged in presales, sales, marketing, distribution, delivery, after sales services of Boston Scientific medical products and also related activities for customers (i.e. hospitals and doctors) in India.

 

BSIBV and the company have entered into International Distributorship Agreement with effect from January 1, 2012 under which the Company undertakes to become a Distributor of BSIBV to actively engage in the distribution of BSIBV’s products and after sales services and diligently promote the sale, on its own behalf and for its own account.

 

 

FIXED ASSETS

 

·         Plant and equipment

·         Furniture and fixtures

·         Office equipment

·         Computer equipments

·         Other equipments

·         Leasehold improvements

·         Computer software

 

 

PRESS RELEASES

 

BOSTON SCIENTIFIC EARNS TOP MARKS IN CORPORATE EQUALITY INDEX

 

Nov 19, 2014

 

MARLBOROUGH, Mass., Nov. 19, 2014 /PRNewswire/ -- Boston Scientific has scored the highest rating of 100 percent in the Human Rights Campaign (HRC) Foundation's 2015 Corporate Equality Index (CEI). The top mark distinguishes the company as one of the "Best Places to Work for LGBT Equality." The CEI is a nationally recognized benchmarking survey that evaluates corporate policies and practices relating to lesbian, gay, bisexual and transgender equality in the workplace.

 

"We are honored to be recognized by the HRC Corporate Equality Index. Diversity & Inclusion enhances our business, benefits employees and, most importantly, best supports our customers and those for whom they care," said Camille Chang Gilmore, vice president and global chief diversity officer at Boston Scientific.

 

The yearly HRC report ranks Fortune 1000 companies across the U.S. for non-discrimination workplace protections, domestic partner benefits, transgender-inclusive healthcare benefits and public engagement with the LGBT community.

 

"We strive to attract and retain a talented workforce, not only through our policies and practices, but also by fostering an open and inclusive environment where employees can do their best work knowing that they, and the people who depend on them, are cared for and respected," said Wendy Carruthers, senior vice president of Human Resources at Boston Scientific.

 

Boston Scientific's commitment to inclusion extends throughout its workforce. It was rated as one of the top 50 companies to provide a positive working environment for women by Women Engineer, a career-guidance and recruitment magazine. The company participates in programs that inspire women and minorities to pursue STEM (science, technology, engineering and math) careers. In addition, Boston Scientific's Close the Gap educational initiative works to address disparities in healthcare delivery for underserved patient populations. Additionally, the People Accepting and Celebrating Equality (PACE) employee resource group is a network of Boston Scientific LGBT employees and allies that provides a welcoming environment and fosters professional growth and engagement.

 

 

BOSTON SCIENTIFIC ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE AMERICAN MEDICAL SYSTEMS' UROLOGY PORTFOLIO FOR UP TO $1.65 BILLION

 

Combined Business to Advance Patient Care with Leading Solutions Across Major Urology Categories

 

Mar 2, 2015

 

MARLBOROUGH, Mass., March 2, 2015 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX) today announced that it has entered into a definitive agreement with Endo International plc (NASDAQ: ENDP) (TSX: ENL) to acquire the American Medical Systems urology portfolio, which includes the Men's Health and Prostate Health businesses, for $1.6 billion in up-front cash and a potential additional $50 million milestone based on 2016 sales. The company expects to close the transaction in the third quarter of 2015, subject to customary closing conditions.

 

Upon completion of the transaction, the AMS Men's Health and Prostate Health businesses will become part of Boston Scientific Urology and Women's Health. The acquisition encompasses the AMS product portfolio for treating urologic conditions, including benign prostatic hyperplasia (BPH), male stress urinary incontinence and erectile dysfunction. These technologies complement Boston Scientific's strong kidney stone, pelvic organ prolapse, female stress urinary incontinence and abnormal uterine bleeding treatment portfolios, and together, will provide customers with a comprehensive urology, urogynecology and gynecologic surgery portfolio. The AMS women's health business for treating pelvic organ prolapse and female stress urinary incontinence is not included in the transaction.

 

"We believe this strategic acquisition will strengthen Boston Scientific's global leadership in the urology device category while delivering a strong return to our investors," said Mike Mahoney, president and chief executive officer of Boston Scientific. "The combination of Boston Scientific's Urology and Women's Health and AMS' urology portfolios will create a business with nearly $1 billion in annual sales and enable significant synergies and strong future growth prospects through portfolio innovation and international market expansion. We look forward to serving customers and impacting patient care in ways that could not be realized by either company alone."

 

Based in Minnetonka, Minn., the AMS Men's Health and Prostate Health businesses include approximately 800 employees worldwide, and generated 2014 sales of approximately $400 millionand adjusted operating income of approximately $130 million, excluding amortization and certain allocated expenses. GAAP operating income, including amortization and certain allocated expenses, was approximately $60 million[1] in 2014. Upon closing, Boston Scientific will acquire a diverse portfolio, including:

 

The minimally invasive  GreenLight XPS™ and HPS™ Laser Therapy Systems for treating BPH, a non-cancerous enlargement of the prostate and one of the most common diseases among aging men.[2] Worldwide, BPH affects approximately 90 million men over 50 each year, with over 25 million suffering from moderate to severe symptoms.[3-6] The GreenLight XPS System is a leading BPH laser treatment technology.

 

The AMS 800™ Urinary Control System for treating stress urinary incontinence, a condition affecting an estimated 12 million men worldwide, with 70-80% of cases secondary to prostate cancer treatment.[7-12] AMS is a leading provider of male incontinence treatment devices.

 

The AMS 700™ Inflatable Penile Prosthesis for treating erectile dysfunction, a condition affecting more than 200 million men annually worldwide, with nearly 50% of men over 60 suffering from moderate to severe symptoms.[6,13] AMS is a leading provider of erectile restoration devices.

 

Commenting on the agreement, Karen Prange, senior vice president and president of Urology and Women's Health at Boston Scientific Corporation said, "Urology is an exciting area with ample opportunities to address unmet medical needs. This acquisition is intended to bring together the global talent, expertise and product portfolios of both companies to drive continued healthcare advancements and value for our customers.  Together, our strong leadership and innovative solutions can help physicians provide relief, restore bodily functions and enable millions of patients worldwide to regain control of their lives."

 

The acquisition is expected to result in annual pre-tax synergies in excess of $50 million by the end of 2018.  On an adjusted basis, the transaction is expected to be breakeven to adjusted earnings per share in 2015, accretive by at least 3 cents in 2016, approximately 7 cents in 2017, and increasingly accretive thereafter. The transaction is expected to be less accretive (or dilutive, as the case may be) on a GAAP basis 2015 through 2017, due to amortization expense and transaction and integration costs. 

 

The acquisition is being structured as an asset purchase for tax purposes. Boston Scientific intends to finance the acquisition through a combination of existing and newly committed credit facilities. J.P. Morgan Securities LLC acted as financial advisor to Boston Scientific.

 

Conference Call and Webcast Information


Boston Scientific will host a conference call to discuss this transaction today, Monday, March 2, at8:30 am E.T. The call will be hosted by Mike Mahoney, president and chief executive officer, and
Dan Brennan, executive vice president and chief financial officer.

A live webcast of the conference call will be available via the Boston Scientific website. Webcast registration is available on the Investor Relations section of the website atwww.bostonscientific.com/investors. Registration at least 15 minutes prior to the scheduled start time is encouraged to ensure a timely connection. 

 

A replay of the webcast will be archived and accessible at www.bostonscientific.com/investors approximately one hour following the completion of the conference call.

 

Financial and operational highlights of the AMS transaction are also available on the Investor Relations section of the website under the tab, "Quarterly Results and Non-GAAP Reconciliations."

 

About Boston Scientific


Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 35 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding markets for our products and our performance in those markets, our global business plans, product performance and impact, competitive offerings, the acquisition, the impact of the acquisition, including expected financial impact and anticipated synergies, the sources of financing for the acquisition and timing of closing.  If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release.  As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements. 

 

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; the closing and integration of acquisitions; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors.  All of these factors are difficult or impossible to predict accurately and many of them are beyond our control.  For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter.  We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.  This cautionary statement is applicable to all forward-looking statements contained in this document.

 

Use of Non-GAAP Financial Measures


To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures including adjusted earnings per share. Adjusted earnings per share excludes goodwill and intangible asset impairment charges; acquisition-, divestiture-, litigation- and restructuring-related charges and credits; certain discrete tax items and amortization expense.  Non-GAAP measures such as adjusted earnings per share are not in accordance with generally accepted accounting principles in the United States.  The GAAP financial measure most directly comparable to adjusted earnings per share is GAAP earnings per share.  The difference between our estimated impact of the acquisition on our GAAP and adjusted earnings per share relates to amortization expense on acquired intangible assets and acquisition-related net charges, which primarily include exit costs and other fees.  These amounts are excluded by the Company for purposes of measuring adjusted earnings per share.

 

Management uses adjusted earnings per share along with other supplemental non-GAAP measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources.  Non-GAAP financial measures, including adjusted earnings per share, should not be considered in isolation from or as a replacement for GAAP financial measures.  We believe that presenting non-GAAP financial measures in addition to GAAP financial measures provides investors greater transparency to the information used by our management for its financial and operational decision-making and allows investors to see our results "through the eyes" of management.  We further believe that providing this information better enables our investors to understand our operating performance and to evaluate the methodology used by management to evaluate and measure such performance


 

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. 62.67

UK Pound

1

Rs. 93.16

Euro

1

Rs. 66.42

 

 

INFORMATION DETAILS

 

Information Gathered by :

GYT

 

 

Analysis Done by :

SUM

 

 

Report Prepared by :

BVA


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILITY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

6

--RESERVES

1~10

5

--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

 

47

 

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.