MIRA INFORM REPORT
|
Report No. : |
349984 |
|
Report Date : |
18.11.2015 |
IDENTIFICATION DETAILS
|
Name : |
IGATE GLOBAL SOLUTIONS LIMITED (w.e.f. 23.06.2003) |
|
|
|
|
Formerly Known
As : |
MASCOT SYSTEMS LIMITED (w.e.f. 31.01.2000) MASCOT SYSTEMS PRIVATE LIMITED |
|
|
|
|
Registered
Office : |
Plot No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase – III,
MIDC-SEZ, Village Man, Taluka Mulshi, Pune – 411057, Maharashtra |
|
Tel. No.: |
91-80-41040000 |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2014 |
|
|
|
|
Date of
Incorporation : |
27.12.1993 |
|
|
|
|
Com. Reg. No.: |
11-145950 |
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|
|
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Capital
Investment / Paid-up Capital : |
Rs.294.000 Million |
|
|
|
|
CIN No.: [Company Identification
No.] |
U85110PN1993PLC145950 |
|
|
|
|
IEC No.: |
0793017491 |
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|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
|
|
|
|
PAN No.: [Permanent Account No.] |
AABCM4573E |
|
|
|
|
Legal Form : |
A Closely Held Public Limited Liability Company |
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|
|
|
Line of Business
: |
Subject
is primarily engaged in providing Information Technology ("IT") and
IT - enabled operations offshore outsourcing solutions and services to large
and medium-sized organizations using an offshore/onsite model. |
|
|
|
|
No. of Employees
: |
Information declined by the management. |
RATING & COMMENTS
|
MIRA’s Rating : |
A (60) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
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 |
|
Status : |
Good |
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|
|
|
Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject was incorporated in the year 1993 and it is a well-established
company having fine track record. The rating reflects company’s healthy financial risk profile marked by
robust capital structure, adequate liquidity position, negligible debt and
decent profitability margins of the company. The rating further derive strength on company experienced management
team in IT business and long track record of its business operations. Trade relations are reported as fair. Business is active. Payments are
reported to be regular and as per commitment. The company can be considered good for normal 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.
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
31-03-2015.
INFORMATION DENIED
Management non-cooperative (91-80-41040000)
LOCATIONS
|
Registered Office : |
Plot No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase – III,
MIDC-SEZ, Village Man, Taluka Mulshi, Pune – 411057, Maharashtra, India |
|
Tel. No.: |
91-20-66991000 |
|
Fax No.: |
91-20-39842082 |
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E-Mail : |
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|
Website : |
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|
Location : |
Owned |
|
|
|
|
Headquarters / Corporate Office : |
Plot No:158-162P and 165-170P, EPIP Phase II, Whitefield, Bangalore –
560 066, Karnataka, India |
|
Tel. No.: |
91-80-41040000 |
|
Fax No.: |
91-80-41259090 |
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|
|
|
Administrative Office : |
Level II, Tower 3, Cyber City, Maga Magarpatta City, Hadapsar Pune –
411013, Maharashtra, India |
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|
|
|
Training Centre : |
iGATE Training Centre, Akshay Tech Park, Jayalashmi Exports
and Imports, Plot No.72 and 73, EPIP Industrial Area, Whitefield, Bangalore –
560 066, Karnataka, India |
|
Tel. No.: |
91-80-39839700 |
|
Fax No.: |
91-80-41259090 |
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|
|
|
Global Delivery
Centre : |
Located at: · Bangalore · Chennai · Hyderabad · Mumbai · Navi Mumbai · Pune · Noida · Gandhinagar |
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|
Overseas Sales Office : |
Located at: ·
Australia ·
China ·
Indonesia ·
Japan ·
Malaysia ·
Mauritius ·
Singapore |
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|
|
|
Overseas Global Delivery Centre : |
Located at: ·
Australia ·
China |
DIRECTORS
As on 24.09.2014
|
Name : |
Mr. Ashok Trivedi |
|
Designation : |
Chairman |
|
Address : |
50, Friends Colony East, New Delhi – 110065, India |
|
Date of Birth/Age : |
20.04.1949 |
|
Qualification : |
M.B.A.,
M.Sc., B.Sc. |
|
Date of Appointment : |
27.12.1993 |
|
DIN No.: |
00024566 |
|
|
|
|
Name : |
Mr. Sunil Wadhwani |
|
Designation : |
Vice Chairman |
|
Address : |
1110, Meridian Drive, Nevillewood Presto PA – 15142, United States |
|
Date of Birth/Age : |
21.12.1952 |
|
Date of Appointment : |
27.12.1993 |
|
DIN No.: |
00380408 |
|
|
|
|
Name : |
Mr. Ashok Vemuri |
|
Designation : |
Director |
|
Address : |
15, Qak Lane, Green Brook, New Jersy – 08812, USA |
|
Date of Birth/Age : |
22.04.1968 |
|
Date of Appointment : |
18.12.2013 |
|
DIN No.: |
03545559 |
|
|
|
|
Name : |
Mr. Sujit Sircar |
|
Designation : |
Director |
|
Address : |
No. 402, Vars Casa Rosa, 1st Main Pai Layout, Old Madras
Road, Bangalore – 560016, Karnataka, India |
|
Date of Birth/Age : |
27.04.1968 |
|
Qualification : |
B.COM,
F.C.A |
|
Date of Appointment : |
01.01.2015 |
|
DIN No.: |
00026417 |
|
PAN No.: |
ABVPS3124K |
KEY EXECUTIVES
|
Name : |
Mr. Mukund Srinath |
|
Designation : |
Company Secretary |
|
Address : |
8, Rashmi Lakshmi Road, 1st Cross Shanti Nagar, Bangalore –
560027, Karnataka, India |
|
Date of Birth/Age : |
26.11.1960 |
|
Date of Appointment : |
02.11.2000 |
|
PAN No.: |
AFSPS7009A |
MAJOR SHAREHOLDERS
As on 24.09.2014
|
Names of Shareholders |
No. of Shares |
|
PAN-Asia IGATE Solutions, Mauritius |
16522959 |
|
iGATE Inc., USA |
9600000 |
|
iGATE Corporation, USA |
3064378 |
As on 24.09.2014
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 |
99.49 |
|
Bodies corporate |
0.02 |
|
Other top fifty shareholders |
0.49 |
|
Total |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject
is primarily engaged in providing Information Technology ("IT") and
IT - enabled operations offshore outsourcing solutions and services to large
and medium-sized organizations using an offshore/onsite model. |
|
|
|
|
Products : |
Not Available |
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Brand Names : |
Not Available |
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Agencies Held : |
Not Available |
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Exports : |
Not Divulged |
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Imports : |
Not Divulged |
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Terms : |
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Selling : |
Not Divulged |
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Purchasing : |
Not Divulged |
PRODUCTION STATUS = NOT AVAILABLE
GENERAL INFORMATION
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Suppliers : |
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Customers : |
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No. of Employees : |
Information declined by the management. |
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Bankers : |
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Facilities : |
(Rs.
In Million)
|
|
Auditors : |
|
|
Name : |
S.R. Batliboi and Associates LLP Chartered Accountants |
|
Address : |
UB City,
Canberra Block, 12th and 13th Floor, No.24, Vittal Malya
Road, Bangalore – 560 051, Karnataka, India |
|
PAN No.: |
AABFS3421N |
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|
|
|
Memberships : |
Not Available |
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Collaborators : |
Not Available |
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Ultimate Holding
Company : |
IGATE Corporation |
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|
|
|
Holding Company : |
PAN-Asia IGATE Solutions |
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Subsidiary
Companies : |
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Other related
parties (enterprise controlled by key management personnel) : |
Mastech Holdings Inc. |
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Related parties
with whom transactions have taken place during the year : |
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CAPITAL STRUCTURE
After 24.09.2014
Authorised Capital: Rs.1825.000 Million
Issued, Subscribed & Paid-up Capital: Rs.265.615
Million
As on 24.09.2014
Authorised Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
79950000 |
Equity Shares |
Rs.10/- each |
Rs.800.000 Million |
|
10800000 |
Compulsorily convertible preference shares |
Rs.10/- each |
Rs.108.000 Million |
|
|
Total
|
|
Rs.908.000
Million |
Issued, Subscribed & Paid-up Capital:
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
29433347 |
Equity Shares |
Rs.10/- each |
Rs.294.000
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 |
294.000 |
128.000 |
127.640 |
|
(b) Reserves &
Surplus |
26482.000 |
21355.000 |
11172.000 |
|
(c) Money received
against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application
money pending allotment |
1.000 |
187.000 |
0.000 |
|
Total Shareholders’ Funds
(1) + (2) |
26777.000 |
21670.000 |
11299.640 |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) long-term borrowings |
40.000 |
38.000 |
24.360 |
|
(b) Deferred tax
liabilities (Net) |
65.000 |
23.000 |
17.000 |
|
(c) Other long term
liabilities |
1583.000 |
1501.000 |
72.000 |
|
(d) long-term provisions |
0.000 |
0.000 |
0.000 |
|
Total Non-current
Liabilities (3) |
1688.000 |
1562.000 |
113.360 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
3114.000 |
2551.000 |
2645.000 |
|
(b) Trade payables |
3835.000 |
4448.000 |
870.000 |
|
(c) Other current
liabilities |
1081.000 |
25188.000 |
1251.000 |
|
(d) Short-term provisions |
416.000 |
358.000 |
376.000 |
|
Total Current Liabilities
(4) |
8446.000 |
32545.000 |
5142.000 |
|
|
|
|
|
|
TOTAL |
36911.000 |
55777.000 |
16555.000 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
6933.000 |
6951.000 |
1808.000 |
|
(ii) Intangible Assets |
232.000 |
364.000 |
98.000 |
|
(iii) Capital
work-in-progress |
2544.000 |
720.000 |
150.000 |
|
(iv) Intangible assets
under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current
Investments |
778.000 |
1911.000 |
7600.000 |
|
(c) Deferred tax assets
(net) |
439.000 |
574.000 |
344.000 |
|
(d) Long-term Loan and Advances |
3979.000 |
3941.000 |
811.000 |
|
(e) Other Non-current
assets |
2.000 |
7.000 |
0.000 |
|
Total Non-Current Assets |
14907.000 |
14468.000 |
10811.000 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
8665.000 |
25893.000 |
2101.000 |
|
(b) Inventories |
0.000 |
0.000 |
0.000 |
|
(c) Trade receivables |
7239.000 |
8228.000 |
1583.000 |
|
(d) Cash and cash
equivalents |
2211.000 |
2497.000 |
708.000 |
|
(e) Short-term loans and
advances |
2434.000 |
2859.000 |
424.000 |
|
(f) Other current assets |
1455.000 |
1832.000 |
928.000 |
|
Total Current Assets |
22004.000 |
41309.000 |
5744.000 |
|
|
|
|
|
|
TOTAL |
36911.000 |
55777.000 |
16555.000 |
PROFIT
& LOSS ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
SALES |
|
|
|
|
|
Income |
34247.000 |
34195.000 |
11561.000 |
|
|
Other Income |
1505.000 |
2098.000 |
123.000 |
|
|
TOTAL |
35752.000 |
36293.000 |
11684.000 |
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
Employees benefits
expense |
18799.000 |
17620.000 |
7068.000 |
|
|
Other expenses |
9048.000 |
10474.000 |
2543.000 |
|
|
TOTAL |
27847.000 |
28094.000 |
9611.000 |
|
|
|
|
|
|
|
Less |
PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND
AMORTISATION |
7905.000 |
8199.000 |
2073.000 |
|
|
|
|
|
|
|
Less |
FINANCIAL EXPENSES |
156.000 |
76.000 |
45.000 |
|
|
|
|
|
|
|
|
PROFIT / (LOSS) BEFORE
TAX, DEPRECIATION AND AMORTISATION |
7749.000 |
8123.000 |
2028.000 |
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION |
1250.000 |
1277.000 |
431.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) BEFORE TAX |
6499.000 |
6846.000 |
1597.000 |
|
|
|
|
|
|
|
Less |
TAX |
1555.000 |
1497.000 |
191.000 |
|
|
|
|
|
|
|
|
PROFIT/ (LOSS) AFTER TAX
|
4944.000 |
5349.000 |
1406.000 |
|
|
|
|
|
|
|
|
EARNINGS IN FOREIGN
CURRENCY |
|
|
|
|
|
Revenue from operations |
33763.000 |
33911.000 |
|
|
|
Other Income |
149.000 |
54.000 |
|
|
|
TOTAL EARNINGS |
33912.000 |
33965.000 |
11561.000 |
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
Capital Goods |
587.000 |
332.000 |
NA |
|
|
Software consumables |
2.000 |
13.000 |
NA |
|
|
TOTAL IMPORTS |
589.000 |
345.000 |
NA |
|
|
|
|
|
|
|
|
Earnings / (Loss) Per
Share (Rs.) |
167.97 |
181.73 |
47.77 |
CURRENT MATURITIES OF LONG TERM DEBT DETAILS
|
Particulars |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Current Maturities of Long term debt |
NA |
NA |
NA |
|
Cash generated from operations |
8065.000 |
6106.000 |
NA |
|
Net cash flows from |
6521.000 |
3511.000 |
2370.000 |
KEY
RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
Net Profit Margin (PAT/Sales) |
(%) |
14.44 |
15.64 |
12.16 |
|
|
|
|
|
|
|
Operating Profit Margin (PBDIT / Sales) |
(%) |
23.08 |
23.98 |
17.93 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
19.60 |
13.02 |
18.87 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.24 |
0.32 |
0.14 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.12 |
0.12 |
0.24 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.61 |
1.27 |
1.12 |
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 |
127.640 |
128.000 |
294.000 |
|
Reserves & Surplus |
11172.000 |
21355.000 |
26482.000 |
|
Net worth |
11299.640 |
21483.000 |
26776.000 |
|
|
|
|
|
|
long-term borrowings |
24.360 |
38.000 |
40.000 |
|
Short term borrowings |
2645.000 |
2551.000 |
3114.000 |
|
Total borrowings |
2669.360 |
2589.000 |
3154.000 |
|
Debt/Equity ratio |
0.236 |
0.121 |
0.118 |
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) |
|
Sales |
11561.000 |
34195.000 |
34247.000 |
|
|
|
195.779 |
0.152 |
NET PROFIT MARGIN
|
Net Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs. In Million) |
(Rs. In Million) |
(Rs. In Million) |
|
Sales |
11561.000 |
34195.000 |
34247.000 |
|
Profit |
1406.000 |
5349.000 |
4944.000 |
|
|
12.16% |
15.64% |
14.44% |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check list by
info agents |
Available in
Report (Yes/No) |
|
1 |
Year of establishment |
Yes |
|
2 |
Constitution of the entity -Incorporation
details |
Yes |
|
3 |
Locality of the entity |
Yes |
|
4 |
Premises details |
No |
|
5 |
Buyer visit details |
---------------------- |
|
6 |
Contact numbers |
Yes |
|
7 |
Name of the person contacted |
No |
|
8 |
Designation of contact person |
No |
|
9 |
Promoter’s background |
Yes |
|
10 |
Date of Birth of Proprietor / Partners /
Directors |
Yes |
|
11 |
Pan Card No. of Proprietor / Partners |
No |
|
12 |
Voter Id Card No. of Proprietor / Partners |
No |
|
13 |
Type of business |
Yes |
|
14 |
Line of Business |
Yes |
|
15 |
Export/import details (if applicable) |
No |
|
16 |
No. of employees |
No |
|
17 |
Details of sister concerns |
Yes |
|
18 |
Major suppliers |
No |
|
19 |
Major customers |
No |
|
20 |
Banking Details |
Yes |
|
21 |
Banking facility details |
Yes |
|
22 |
Conduct of the banking account |
---------------------- |
|
23 |
Financials, if provided |
Yes |
|
24 |
Capital in the business |
Yes |
|
25 |
Last accounts filed at ROC, if applicable |
Yes |
|
26 |
Turnover of firm for last three years |
Yes |
|
27 |
Reasons for variation <> 20% |
---------------------- |
|
28 |
Estimation for coming financial year |
No |
|
29 |
Profitability for last three years |
Yes |
|
30 |
Major shareholders, if available |
Yes |
|
31 |
External Agency Rating, if available |
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 |
UNSECURED LOAN
(Rs.
In Million)
|
Particulars |
As
on 31.03.2014 |
As
on 31.03.2013 |
|
SHORT TERM
BORROWING |
|
|
|
Pre-shipment credit in foreign currency from banks |
3114.000 |
2551.000 |
|
Total |
3114.000 |
2551.000 |
INDEX OF CHARGES
|
S. No. |
Charge ID |
Date of Charge Creation/Modification |
Charge amount secured |
Charge Holder |
Address |
Service Request Number (SRN) |
|
1 |
90091858 |
29/04/2002 |
670,000,000.00 |
STANDARD CHARTERED BANK |
MAHATMA GANDHI ROAD, FORT, MUMBAI, Maharashtra - 400001, INDIA |
- |
|
2 |
90089314 |
25/08/1986 |
7,500,000.00 |
AMERICAN EXPRESS BANK LIMITED |
ORIENTAL HOUSE, D.N. ROAD; FORT, BOMBAY, Maharashtra - 400001, INDIA |
- |
|
3 |
90083400 |
12/07/1985 |
13,000,000.00 |
BANK OF AMERICA NATIONAL TRU AND SERVICES ASSOCIATION |
EXPRESS TOWERS, NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA |
- |
|
4 |
90089281 |
04/07/1985 |
6,000,000.00 |
AMERICAN EXPRESS INTERNATIONAL BANKING CORPORATION |
D.N. ROAD, FORT, BOMBAY, Maharashtra - 400001, INDIA |
- |
|
5 |
90089266 |
19/11/1984 |
2,000,000.00 |
AMERICAN EXPRESS INTERNATIONAL BANKING CORPORATION |
ORIENTAL BUILDING, DR. D.N. ROAD, BOMBAY, Maharashtra - 400001, INDIA |
- |
* Date of charge modification
CORPORATE INFORMATION
Subject is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in providing Information Technology (“IT”) and IT - enabled operations offshore outsourcing solutions and services to large and medium-sized organizations using an offshore/onsite model. The Company has its branches and subsidiaries in United States, Canada, Japan, Singapore, Australia, Sweden, Switzerland, United Kingdom, Belgium, France, Finland, Germany, Mexico and Netherlands. IT services and IT-enabled operation offshore outsourcing solutions is delivered using the offshore centers located in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India.
On May 12, 2011, the Company acquired 11% of equity interest in IGATE Computer Systems Limited (‘ICS’) (formerly known as Patni Computer Systems Limited). The Company, along with its ultimate holding company and its subsidiaries issued a public announcement regarding the proposed acquisition of remaining ICS equity shares and delisting the fully paid-up equity shares of ICS. ICS then applied to the Bombay stock exchange (BSE) and the National stock exchange (NSE) to voluntarily delist its equity shares from those exchanges. Upon completion of the purchase of ICS’s remaining shares, trading was discontinued as on 21 May 2012 and ICS’s shares were delisted from the of the BSE and the NSE as on 28 May 2012. Subsequently, ICS applied for voluntary delisting of its ADSs from the New York stock exchange (NYSE) and for de-registration of the ADSs under the Securities Exchange Act of 1934. The ADSs were delisted from the NYSE after the close of trading on September 28, 2012. The Company also purchased 35.16 % shares for a cash consideration of Rs. 24,796 million.
On October 26, 2012, the Company’s Board of Directors approved the plan to merge ICS with the Company and filed a scheme of amalgamation with the High Court in Mumbai, India on October 29, 2012. On 29 December 2012, ICS sent to its shareholders a notice convening a meeting of shareholders to approve the merger scheme (as filed with the High Court) of ICS with IGS. The Company received High Court Order on May 10, 2013 for merger with ICS effective April 1, 2012, being the appointed date.
During the previous year and pursuant to the scheme of amalgamation with ICS, the Company had pending allotment of 16,668,969 equity shares of the face value of Rs.10 to the shareholders of ICS, which was allotted during the current year. Of this, 16,522,959 equity shares were allotted to PAN-Asia IGATE Solutions (“PAN-Asia”). As a result, PAN-Asia is now the majority shareholder of the Company holding 56.14 % of the issued capital.
BUSINESS ACTIVITIES
The Board of Directors of Company, at its meeting held on June 16, 2014, approved a proposal for the Buyback of 28,73,019 (Twenty Eight Lakhs Seventy Three Thousand and Nineteen) fully paid-up equity shares of face value of Rs 10 (Rupees Ten) each (hereinafter referred to as the “Equity Shares”) representing 9.8% of the total number of outstanding Equity Shares of the Company, at a price of Rs 2,261 (Rupees Two Thousand Two Hundred and Sixty One) per Equity Share out of free reserves and / or securities premium account, from the existing shareholders on a proportionate basis of the Company. The Members of the Company approved the Special resolution for Buyback through Postal Ballot and result was declared on July 18, 2014.
With the above Buyback the issued / paid-up Share Capital of the Company as on August 28, 2014 stood at Rs.265.614 Million
AWARDS AND HONOURS
The Company received the following awards and recognitions:
- Sujit Sircar, CFO, IGATE, won the esteemed IMA India’s ‘The Ninth India CFO Award for the year 2013’ in the ‘Excellence in Mergers & Acquisitions’ category.
- IGATE’s Solution for Reference Data Management – RADAR, won the award for ‘Excellence in Data Management’ at FSOkx’s 7th Annual Financial Services Outsourcing Forum, USA.
- IGATE was placed in the top quadrant of “Established and Expansive” players for the third consecutive year in Zinnov’s Global Service Provider Ratings – 2013.
- IGATE was recognized with two awards at the fourth Asia’s Best Employer Brand Awards 2013. The Company was awarded for “Global HR Strategy,” while Dr. Srinivas Kandula, Global Head – HR, IGATE was given the “HR Leadership Award”.
- IGATE was conferred with the Gold Level Award in the Healthy Workplace 2013 assessment. Arogya World – the global health non-profit organization, conducted the first edition of this assessment in India as part of the Clinton Global Initiative Commitment to Action leveraging workplaces as platforms for wellness advancement and chronic disease prevention.
- IGATE was awarded the ISO 20000 certification for its IT Networks and Information Support functions. This certification measures the effectiveness of the services offered by these business enabling groups and the organization itself comparing them with industry benchmarks.
- IGATE bagged the coveted “Fun @ Work” award for 2013 at the World HRD Congress. The award recognizes IGATE for its innovative efforts in employee engagement making it an employee-friendly company.
- IGATE won the VCCircle Awards under the category - Best PE/VC backed IT Company of the Year 2013. This was the third edition of VCCircle Awards, India’s only platform that recognizes the best performing private equity or venture capital-backed companies and transaction advisors.
- IGATE was ranked as a high performer in the enterprise mobility space by HfS Research – a leading independent analyst authority and community for the global business services and outsourcing industry.
Amalgamation of IGATE
Computer Systems Limited with the company
In accordance with the scheme of Amalgamation (hereinafter referred to as “the Scheme”) erstwhile IGATE Computer Systems Limited, primarily engaged in providing IT and IT enabled operations offshore outsourcing solutions and services, (hereinafter referred to as “the Amalgamating Company”) as approved by the members on 22 January 2013 and subsequently sanctioned by the Honorable High Court of Mumbai by order dated 10 May 2013, have been merged with the Company. The undertaking of the Amalgamating Company being all the properties, rights and powers including all the assets, debts, liabilities, duties and obligations have been transferred to and vested in the Company restrospectively with effect from 1 April 2012. The Scheme has accordingly been given effect to in the accounts in the previous year.
The amalgamation has been accounted for under the “Pooling of interest” method as prescribed by Accounting Standard (AS) 14 (Accounting for Amalgamations) issued by the Institute of Chartered Accountants of India (ICAI). Accordingly the assets, liabilities and reserves of the Amalgamating Company are recorded by the Company at their existing carrying amounts as on April 1, 2012 after making necessary adjustments to bring about the uniformity in the accounting policies followed by the two companies as specified in the Scheme.
Pursuant to the Scheme, 16,668,969 Equity shares of Rs.10 each of the Company has allotted to the shareholders of the Amalgamating Company in the ratio of 5 equity share for 22 shares held in the Amalgamating Company as complete settlement for purchase consideration. For the purpose of exchange, IGS and ICS equity shares were valued at Rs. 2263 and Rs. 514 respectively.
In terms of the Scheme, the equity shares issued and allotted by the Company shall rank for dividend, voting rights and in all other respects pari-passu with the existing equity shares of the Company.
As provided in the scheme of amalgamation the following adjustments were provided in the books of the Company:
a) The inter-company balances were eliminated and there were no further outstanding balances.
b) The assets and liabilities of the amalgamating Company pursuant to the Scheme were recorded at book values.
c) The deficit, being the difference between the value of shares issued and book value of net assets taken over after accounting for the cancellation of investments have been debited to the securities premium account, general reserve and the balance if any, has been adjusted against the accumulated credit balance in the statement of profit and loss.
d) The cancellation of the share capital of the amalgamating Company pursuant to scheme and utilization of the securities premium account of the transferee company as mentioned in Clause (c) above, has been effected as an integral part of the Scheme in accordance with the provisions of Section 78 of the Companies Act, 1956.
All profits or income accruing or arising to and expenditures or losses incurred by the Amalgamating Company during the period April 1, 2012 to March 31, 2013 have also been incorporated in these accounts. During this period, the amalgamating Company carried on the existing business and activities in trust for and on behalf of the Company, accordingly all vouchers, documents, etc. for the period are in the name of the Amalgamating Company. The title deeds for all contracts, deeds, bonds, licenses, agreements, loan documents, etc. have been transferred in the name of the Company.
In terms of the scheme, all employees in service of the Amalgamating Company have become employees of the Company without any break of interruption in service. All rights, duties, powers and obligations of the Amalgamating Company in relation to Provident Fund, ESI, Gratuity Fund, Superannuation Fund, etc. have been transferred to the Company. Employee’s stock options which did not vest prior to May 28, 2013 (‘record date’) but not exercised were granted proportionate stock options under the new stock option plan of the Company.
The details of assets and liabilities taken over pursuant to scheme of amalgamation are as follows:
|
Particulars |
Rs. In Million |
|
Fixed assets |
5475.000 |
|
Capital work in progress |
477.000 |
|
Non-current investments |
6461.000 |
|
Other non-current assets |
7723.000 |
|
Current investments |
17021.000 |
|
Trade receivables |
4390.000 |
|
Cash and bank balances |
1087.000 |
|
Other current assets |
2006.000 |
|
Total assets (A) |
44640.000 |
|
Liabilities |
|
|
Long-term provisions |
5672.000 |
|
Trade payables |
1658.000 |
|
Short-term provisions |
273.000 |
|
Deferred tax liability |
144.000 |
|
Other current liabilities |
1037.000 |
|
Total Liabilities
(B) |
8784.000 |
|
Reserves |
|
|
Building revaluation reserve |
1.000 |
|
Capital redemption reserve |
275.000 |
|
Securities premium account |
10225.000 |
|
Unrealized gain/(loss) on cashflow |
(885.000) |
|
General reserve |
3242.000 |
|
Net surplus in the statement of profit and loss |
22695.000 |
|
Stock options outstanding and shares pending allotment |
32.000 |
|
Total Reserves (C) |
35585.000 |
|
Net Asset (A-B-C) |
271.000 |
|
Less: Held by IGS
(As on May 28, 2013) |
46.16 % |
|
Net Asset |
146.000 |
|
Purchase consideration |
167.000 |
|
Excess of Purchase consideration over net assets debited to securities premium account |
(21.000) |
CONTINGENT
LIABILITIES
(Rs. In Million)
|
Particulars |
31.03.2014 |
31.03.2013 |
|
Guarantee issued by bank on behalf of the Company |
218.00 |
112.000 |
FIXED ASSETS
- Land
- Building
- Computer
- Office Equipment
- Furniture and Fixtures
- Leasehold Improvement
- Vehicle
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 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.65.98 |
|
|
1 |
Rs.100.10 |
|
Euro |
1 |
Rs.70.34 |
INFORMATION DETAILS
|
Information
Gathered by : |
PRT |
|
|
|
|
Analysis Done by
: |
KYP |
|
|
|
|
Report Prepared
by : |
PNM |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
7 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILITY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
7 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER
|
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
60 |
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.