MIRA INFORM REPORT

 

 

Report No. :

343836

Report Date :

07.10.2015

 

IDENTIFICATION DETAILS

 

Name :

HINDUJA VENTURES LIMITED

 

 

Registered Office :

In Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai – 400093, Maharashtra

Tel. No.:

91-22-66910945

 

 

Country :

India

 

 

Financials (as on) :

31.03.2015

 

 

Date of Incorporation :

18.07.1985

 

 

Com. Reg. No.:

11-036896

 

 

Capital Investment / Paid-up Capital :

Rs. 205.555 Million

 

 

CIN No.:

[Company Identification No.]

L51900MH1985PLC036896

 

 

IEC No.:

Not Available

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

Not Available

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged in the business of Media, Investments, Real Estate and Treasury.

 

 

No. of Employees :

13 (Permanent Employees)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (67)

 

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

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established company and a part of the Hinduja Group of Companies, incorporated in the year 1985. It is an outsourcing company that provides IT services and BPO/ contract center services to customers.

 

Indusind Media and Communications Limited, Grant Investrade Limited and IDL Specialty Chemicals Limited are the wholly owned subsidiaries of the company.

 

For the financial year ended 2015, the company has registered healthy scales of operations and achieved top line growth of 3.7% on the revenue of Rs. 1104.308 Million as compared to Rs. 1064.306 Million in previous year along with decent profitability margin.

 

The company has strong financial base, healthy liquidity profile, comfortable capital structure and zero debt balance sheet profile.

 

The rating reflects company’s long operational activities backed by diversified business activities and extensive experience of its promoters.

 

Trade relations are reported as fair. Business is active. Payments are regular and as per commitments.

 

The company can be considered 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.

 

 

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 DECLINED

 

MANAGEMENT NON-COOPERATIVE

 

[CONTACT NO.: 91-22-66910946/ 47]

 

 

LOCATIONS

 

Registered/ Corporate Office :

In Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai – 400093, Maharashtra, India

Tel. No.:

91-22-66910945

Fax No.:

91-22-66910988

E-Mail :

hasmukhs@hindujaventures.com

ashokmansukhani@gmail.com

investorgrievances@hindujaventures.com

Website :

http://www.hindujaventures.com

 

 

DIRECTORS

 

AS ON 31.03.2015

 

Name :

Mr. Ashok P. Hinduja

Designation :

Executive Chairman

 

 

Name :

Mr. Ramkrishan P. Hinduja

Designation :

Co-Chairman

 

 

Name :

Mr. Anil Harish

Designation :

Director

 

 

Name :

Mr. Rajendra P. Chitale

Designation :

Director

 

 

Name :

Mr. Prashant Asher

Designation :

Director

Date of Appointment :

23.09.2014

 

 

Name :

Ms. Bhumika Batra

Designation :

Director

Date of Appointment :

11.03.2015

 

 

Name :

Mr. Sudhanshu Tripathi

Designation :

Director

Date of Appointment :

04.08.2015

 

 

Name :

Mr. Ashok Mansukhani

Designation :

Whole-Time Director

Date of Birth/Age :

65 Years

Qualifications :

MA, LLB

Experience :

46 Years

 

 

KEY EXECUTIVES

 

Committee of the Board :

Audit Committee

·         Mr. Anil Harish, Chairman

·         Mr. Rajendra P. Chitale

·         Mr. Ramkrishan P. Hinduja

·         Mr. Hemraj C. Asher (up to June 05, 2014)

·         Mr. Prakash Shah (up to April 24, 2015)

 

Nomination and Remuneration Committee

·         Mr. Anil Harish, Chairman

·         Mr. Rajendra P. Chitale (w.e.f. September 23, 2014)

·         Mr. Prashant Asher (w.e.f. September 23, 2014)

·         Mr. Hemraj C. Asher (up to June 05, 2014)

·         Mr. Ramkrishan P. Hinduja (up to August 12, 2014)

·         Mr. Prakash Shah (up to September 23, 2014)

 

Stakeholders Relationship Committee

·         Ms. Bhumika Batra, Chairperson (w.e.f. April 24, 2015)

·         Mr. Ramkrishan P. Hinduja

·         Mr. Prashant Asher (w.e.f. September 23, 2014)

·         Mr. Hemraj C. Asher (up to June 05, 2014)

·         Mr. Prakash Shah (up to April 24, 2015)

 

 

Name :

Mr. Hasmukh Shah

Designation :

Company Secretary

Date of Appointment :

01.01.2015

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2015

 

Category of Shareholder

Total No. of Shares

As a %

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

1617185

7.87

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

10179294

49.52

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

11796479

57.39

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

 

 

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

2761427

13.43

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

2761427

13.43

Total shareholding of Promoter and Promoter Group (A)

14557906

70.82

(B) Public Shareholding

 

 

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

 

 

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

786

0.00

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

6625

0.03

http://www.bseindia.com/include/images/clear.gifCentral Government / State Government(s)

5

0.00

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

1301172

6.33

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

5620

0.03

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

5620

0.03

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

1314208

6.39

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

 

 

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

940806

4.58

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

 

 

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

1959421

9.53

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

1600348

7.79

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

182814

0.89

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

163929

0.80

http://www.bseindia.com/include/images/clear.gifNRIs/Foreign Individuals

3885

0.02

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

15000

0.07

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

4683389

22.78

Total Public shareholding (B)

5997597

29.18

Total (A)+(B)

20555503

100.00

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

 

 

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

0

0.00

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

0

0.00

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

0

0.00

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

20555503

100.00

 

 

 

 

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

 

Sl. No.

Name of the Shareholders

Details of Shares held

No. of Shares held

As a %

1

Ashok P Hinduja

31,600

0.15

2

Harsha Ashok Hinduja

16,695

0.08

3

Harsha Ashok Hinduja

5,57,498

2.71

4

Ashok Parmanand Hinduja

45,313

0.22

5

Vinoo Srichand Hinduja

61,065

0.30

6

Ambika Ashok Hinduja

1,77,242

0.86

7

Shom Ashok Hinduja

1,40,007

0.68

8

Shanoo S Mukhi

955

0.00

9

A P Hinduja

54,327

0.26

10

Ashok Parmanand Hinduja

5,32,483

2.59

11

Hinduja Group Limited

18,57,289

9.04

12

Hinduja Group Limited

12,71,362

6.19

13

Hinduja Group Limited

10,48,388

5.10

14

Hinduja Group Limited

8,00,410

3.89

15

Hinduja Group Limited

5,75,000

2.80

16

Hinduja Group Limited

33,53,123

16.31

17

Hinduja Group Limited

10,88,379

5.29

18

Hinduja Group Limited

12,500

0.06

19

Hinduja Properties Limited

1,72,843

0.84

20

Amas Mauritius Limited

27,61,427

13.43

Total

1,45,57,906

70.82

 

 

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

 

Sl. No.

Name of the Shareholders

No. of Shares held

Shares as %

1

Bridge India Fund

1049147

5.10

2

Dilipkumar Lakhi

533163

2.59

Total

1582310

7.70

 

 

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

 

Sl. No.

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

No. of Shares

Shares as %

1

Bridge India Fund

1049147

5.10

Total

1049147

5.10

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in the business of Media, Investments, Real Estate and Treasury.

 

 

Brand Names :

--

 

 

Agencies Held :

--

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

 

Selling :

Not Divulged

 

 

Purchasing :

Not Divulged

 

 

PRODUCTION STATUS: NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

Customers :

Reference:

Not Divulged

Name of the Person (Designation):

Not Divulged

Contact Number:

Not Divulged

Since how long known:

Not Divulged

Maximum limit dealt:

Not Divulged

Experience:

Not Divulged

Remark

Not Divulged

 

 

No. of Employees :

13 (Permanent Employees)

 

 

Bankers :

Bank Name:

Not Divulged

Branch:

Not Divulged

Person Name (with Designation):

Not Divulged

Contact Number:

Not Divulged

Name of Account Holder:

Not Divulged

Account Number:

Not Divulged

Account Since (Date/ Year of A/c Opening):

Not Divulged

Average Balance Maintained (Optional):

Not Divulged

Credit Facilities Enjoyed (CC/OD/Term Loan):

Not Divulged

Account Operation:

Not Divulged

Remarks:

Not Divulged

 

·         IndusInd Bank Limited

·         HDFC Bank Limited

·         State Bank of India

·         Axis Bank Limited

 

 

Facilities :

--

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Deloitte Haskins and Sells LLP

Chartered Accountants

 

 

Internal Auditor :

 

Name :

Mr. Mihir Parab

Chartered Accountant

 

 

Solicitors and Advocates :

Crawford Bayley and Company

 

 

Memberships :

--

 

 

Collaborators :

--

 

 

Subsidiaries :

Direct Subsidiaries

·         IndusInd Media and Communications Limited

·         Grant Investrade Limited

·         IDL Speciality Chemicals Limited

 

Indirect Subsidiaries

·         USN Networks Private Limited

·         Gold Star Noida Network Private Limited

·         Seven Star Information Technology Private Limited

·         Bhima Riddhi Infotainment Private Limited

·         United Mysore Network Private Limited

·         Apna Incable Broadband Services Private Limited

·         Sangli Media Services Private Limited

·         Sainath In Entertainment Private Limited

·         Sunny Infotainment Private Limited

·         Goldstar Infotainment Private Limited

·         Ajanta Sky Darshan Private Limited

·         V4U Entertainment Private Limited

·         Darpita Trading Company Private Limited

·         RBL Digital Cable Network Private Limited

·         Vistaar Telecommunication and Infrastructure Private Limited

·         Jagsumi Perspectives Private Limited (upto 31st December, 2014)

·         Advance Multisystem Broadband Communications Limited

 

 

Associates :

·         Planet E-Shop Holdings India Limited

·         IN Entertainment (India) Limited

 

 

Enterprises where common control exists :

·         Hinduja Group Limited

·         Aasia Advisory Services Limited

·         Hinduja Realty Ventures Limited

·         Hinduja Global Solutions Limited

·         APDL Estates limited

·         Hinduja National Power Corporation Limited

·         Hinduja Energy (India) Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

70,000,000

Equity Shares

Rs. 10/- each

Rs. 700.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

20,555,503

Equity Shares

Rs. 10/- each

Rs. 205.555 Million

 

 

 

 

 

Rights, Preferences and Restrictions attached to equity shares:

 

1)     Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

2)     The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the 2013 Act.

3)     Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak or e-vote and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

 

 

ii) Reconciliation of number of shares outstanding:

 

Particulars

31.03.2015

 

Number of

shares

Amount in Million

Shares outstanding at the beginning of the year

20,555,503

205.555

Add: Shares issued during the year

--

--

Less: Shares bought back during the year

--

--

Shares outstanding at the end of the year

20,555,503

205.555

 

 

iii) Shares in the Company held by each shareholder holding more than 5% shares:

 

Name of the Shareholders

31.03.2015

 

Number of

shares held

% of

holding

Hinduja Group Limited *

9,950,098

48.41%

Amas Mauritius Limited

2,761,427

13.43%

Bridge India Fund

1,049,147

5.10%

 

* including shares held jointly with Hinduja Realty Ventures Limited


 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2015

31.03.2014

31.03.2013

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

205.555

205.555

205.555

(b) Reserves & Surplus

7963.444

7407.502

6947.939

(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)

8168.999

7613.057

7153.494

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

0.000

0.000

0.000

(b) Deferred tax liabilities (Net)

6.943

4.787

5.491

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

2.791

2.295

2.404

Total Non-current Liabilities (3)

9.734

7.082

7.895

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

0.000

0.000

0.000

(b) Trade payables

7.708

38.002

9.506

(c) Other current liabilities

3.171

3.217

7.329

(d) Short-term provisions

409.001

399.457

397.872

Total Current Liabilities (4)

419.880

440.676

414.707

 

 

 

 

TOTAL

8598.613

8060.815

7576.096

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

140.031

142.289

165.156

(ii) Intangible Assets

0.461

0.687

0.468

(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

6291.246

5632.503

1890.159

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

677.125

488.122

351.693

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

7108.863

6263.601

2407.476

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

996.754

120.180

120.180

(c) Trade receivables

0.927

152.103

135.225

(d) Cash and cash equivalents

8.941

5.639

13.511

(e) Short-term loans and advances

483.123

1519.291

4880.725

(f) Other current assets

0.005

0.001

18.979

Total Current Assets

1489.750

1797.214

5168.620

 

 

 

 

TOTAL

8598.613

8060.815

7576.096

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2015

31.03.2014

31.03.2013

 

SALES

 

 

 

 

 

Revenue from Operations

1104.308

1064.306

935.307

 

 

Other Income

0.171

1.080

9.935

 

 

TOTAL                                    

1104.479

1065.386

945.242

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Employees benefits expense

24.409

30.867

26.436

 

 

Other expenses

132.308

134.147

58.707

 

 

TOTAL                                    

156.717

165.014

85.143

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION

947.762

900.372

860.099

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

14.602

25.079

24.960

 

 

 

 

 

 

PROFIT BEFORE TAX

933.160

875.293

835.139

 

 

 

 

 

Less

TAX                                                                 

7.237

54.996

67.681

 

 

 

 

 

 

PROFIT AFTER TAX

925.923

820.297

767.458

 

 

 

 

 

 

Earnings Per Share (Rs.)

45.05

39.91

37.34

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

PARTICULARS

 

31.03.2015

31.03.2014

31.03.2013

Current Maturities of Long term debt

NA

NA

NA

 

 

 

 

Cash generated from / (used in) operations

280.980

1587.261

(778.835)

 

 

 

 

Net Cash generated from / (used in) Operating Activities

82.747

1400.054

(947.719)

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2015

Type

1st Quarter

Net Sales

266.320

Total Expenditure

23.170

PBIDT (Excl OI)

243.150

Other Income

0.000

Operating Profit

243.150

Interest

0.000

Exceptional Items

0.000

PBDT

243.150

Depreciation

0.387

Profit Before Tax

239.280

Tax

0.240

Provisions and contingencies

0.000

Profit After Tax

239.040

Extraordinary Items

0.000

Prior Period Expenses

0.000

Other Adjustments

0.000

Net Profit

239.040

 

 

KEY RATIOS

 

 

PARTICULARS

 

 

31.03.2015

31.03.2014

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

83.85

77.07

82.05

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

40.44

36.05

14.69

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.11

0.11

0.12

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.00

0.00

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.55

4.08

12.46

 

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

 

 

STOCK PRICES

 

Face Value

Rs.10.00/-

 

 

Market Value

Rs.388.30/-

 


 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particulars

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

205.555

205.555

205.555

Reserves & Surplus

6947.939

7407.502

7963.444

Money received against share warrants

0.000

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

7153.494

7613.057

8168.999

 

 

 

 

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

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

935.307

1064.306

1104.308

 

 

13.792

3.759

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

935.307

1064.306

1104.308

Profit

767.458

820.297

925.923

 

82.05%

77.07%

83.85%

 

 


 

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

Yes

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

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

 


 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

90232167

27/12/2005 *

200,000,000.00

AXIS BANK LIMITED

UNIVERSAL INSURANCE BUILDING, GROND FLOOR; SIR P; M ROAD; FORT, MUMBAI, MAHARASHTRA, INDIA

-

 

* Date of charge modification

 

 

REVIEW OF OPERATIONS AND STATE OF AFFAIRS:

 

On Standalone basis, total income for the financial year 2014-15 at Rs. 1104.500 Million was higher by 3.67% over last year (Rs.1065.400 Million in 2013-14).Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 947.800 Million registering a growth of 5.26% over EBITDA of Rs. 900.400 Million in 2013-14. Profit after tax (PAT) increased by 12.88% to Rs. 925.900 Million over PAT of Rs. 820.300 Million in 2013-14.

 

 

REVIEW OF INDIAN ECONOMY:

 

The fiscal year 2014-15 has been a year of change, a year of high expectations and a year of mixed results for the Indian economy. Initial estimates for fiscal year 2014 (ending March 31, 2015) by the Government show that economic growth accelerated to 7.4%. A more robust economic performance as compared to earlier estimates emerged from revised data based on an updated base year, wider coverage of goods and services, and the inclusion of tax data to estimate economic activity. Monthly industrial production estimates indicate a more modest upturn. The production of capital goods expanded after three years in the red. However, consumer durables continued to decline. Improved coal production helped double the growth of electricity generation over the previous year’s rate.

 

International Monetary Fund has projected that India will overtake China as the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5%, helped by its recent policy initiatives, pick-up in investments and lower oil forecast for India for the current fiscal year. These estimates are largely based on India’s economy now being on a cyclical upswing and forward-looking indicators suggest domestic demand is gathering momentum. Low inflation has enabled the Reserve Bank of India to cut interest rates easing pressure on the private sector. Lower rates as well as the government’s infrastructure and disinvestment programs should provide a boost to domestic-oriented industries. The dampener to these growth expectations could be the monsoons.

 

Overall therefore, the economy is expected to do better in fiscal year 2016 compared to fiscal year 2015.

 

 

FUTURE OUTLOOK – MEDIA AND CABLE TV SECTOR:

 

In the calendar year 2014, the Indian Media and Entertainment (MandE) Industry grew by 11.7% to reach INR 1026 Billion. It is expected to grow at a Compounded Annual Growth Rate (CAGR) of 13.9% in next 5 years to reach a value of INR 1964 Billions.

 

2014 has been a turning point for the Media and Entertainment Industry in India in many ways. With the current government’s optimistic outlook, business sentiment has been positive and strengthened by a number of growth promoting policies. In the media sector, digital media continued its rapid growth, indicated by 44.5% growth in digital advertising in 2014. In Television, advertising saw strong growth, driven by the positive shift in macroeconomic environment, the general election spends, and emergence of e-commerce as a significant new advertising spender.

 

The Print sector, although remaining highly fragmented, witnessed a rise in the circulation revenue on the back of rising cover prices and subscriptions.

 

 

TELEVISION INDUSTRY:

 

In 2014, the TV industry grew by 13.8% to reach INR 474.9 Billion. It is expected to grow at a CAGR of 15.5% to reach INR 975 Billion by 2019 on the backs of increasing number of subscribers, higher ARPUs due to digitisation, and higher advertisement revenues.

 

Despite the introduction of Digital Addressable System (DAS), the anticipated improvement in addressability, improvement in subscription revenue and more equitable sharing of subscription revenue are being realized at a slow pace.

 

The Ministry of Information and Broadcasting (MIB) has extended the deadlines for the implementation of DAS in Phase III and Phase IV to December 31, 2015 and December 31, 2016, respectively. DAS rollout in Phase III and IV is expected to be more challenging on account of larger geographical spread, funding requirements and low potential for ARPUs.

 

HITS (Head-end-in-the-Sky) technology and collaboration between larger MSOs and regional MSOs are expected to play important roles for MSOs in grabbing maximum share of the market in Phase III and IV. Challenges from DTH platforms and integrated telecom service providers with deep pockets will have to be faced with innovative consumer friendly cable services utilizing both the traditional MSO networks and the HITS platform.

 

 

AMALGAMATION OF IDL SPECIALITY CHEMICALS LIMITED WITH THE COMPANY:

 

The Board of Directors of the Company has approved the Scheme of Amalgamation of IDL Speciality Chemicals Limited, a wholly owned subsidiary with the Company at its meeting held on April 24, 2015. The Scheme envisages resulting in consolidation of the business in one entity and strengthening the position of merged entity by enabling it to harness and optimize the synergies of the two companies. Once the scheme is approved, there will be an increase in the trading stock of a listed share in the banking sphere and a significant increase in the land bank for the two metros of Hyderabad and Bangalore.

 

The Company has received observation letters from BSE Limited and National Stock Exchange of India Limited vide letters No. DCS/AMAL/ CS/24(f)/102/2015-2016 dated July 17, 2015 and NSE/LIST/34175 dated July 17, 2015 respectively in respect of the scheme. The Company has fi led the scheme in the High Court of Judicature at Bombay on July 23, 2015. The Hon’ble High Court, Bombay vide its order dated July 31, 2015 has directed for Court Convened Meeting of the members of the Company to be held on September 01, 2015. The appointed date for the Scheme is April 01, 2015.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

Hinduja Ventures Limited (“HVL”) operations and investments cover three segments namely Media, Real Estate and Treasury. The Company’s principal business investment is in Media and Communications via its stake in IndusInd Media and Communications Limited (“IMCL”), a Company in the Cable TV distribution business and Grant Investrade Limited (GIL), a Company which is in the process of launching Headend-in-the-Sky (HITS) platform catering to the Government’s ambitious plan of digitalisation in Phase III and IV towns and cities. In Entertainment (India) Limited (INEL) is engaged in providing movie content through its popular channel CVO and also has a well known shopping channel by the name of Shop 24 Seven. HVL owns land in Bangalore directly and in Hyderabad through its wholly owned subsidiary IDL Speciality Chemicals Limited (“IDL”) being its Real Estate segment. Treasury is represented by its investments and cash. The Treasury segment preserves its Capital for reinvestments and incubating new businesses.

 

 

MEDIA

 

MEDIA AND ENTERTAINMENT (M&E) INDUSTRY UPDATE:

 

Media and Entertainment Industry in India is worth Rs. 1.02 Lacs Crores, which will grow to Rs. 1.9 Lakh Crores by 2018, growing at a rate of 13.9% CAGR. Internet, fueled by social media and adaption of Internet is the driving force behind India’s Media and Entertainment Industry.

 

CABLE AND TV

 

·         TV Industry in India is worth Rs. 475000.000 Million, which grew at a rate of 15.5%. By 2019, it is expected to cross Rs. 975000.000 Million.

·         Number of Cable and Satellite (C&S) subscribers grew to 14.9 Crores, which increased to 10 million last year. It is expected that C&S subscribers will swell to 17.5 Crores by 2019, which would be 90% of all TV households.

·         TV Advertisement industry is valued at Rs. 155000.000 Million in 2014, which increased 12% compared to last year. By 2019, it is expected to breach Rs. 300000.000 Million mark.

·         Expansion of Direct to Home (DTH) service is also growing at a healthy rate with 16% subscription revenues in urban plus rural areas.

·         Subscription revenue from DTH services amounted to Rs. 75000.000 Million which will grow 22% CAGR to reach Rs. 200000.000 Million by 2019.

·         61% of all households in India is now equipped with a television, as 16.8 Crores Indians view TV at least once a week. This makes India world’s second largest TV viewership market, first being China.

·         Digitisation of the cable sector, although not yet complete, has achieved critical mass.

·         Changes in channel pricing like the introduction of à la carte also made a difference to the structure of the industry.

 

 

DIGITAL AND E-COMMERCE:

 

·         There are 2 Crores Internet users in India who are using wired broadband connection, which will rise to 3.2 Crores by 2019.

·         50% of all revenues from music were generated via digital channels; and non-digital music market reduced 35-40%.

·         E-commerce portals spent Rs. 7500.000-10000.000 Million on traditional media for promoting their services/products.

·         Digital Advertisements experienced maximum growth of 44.5%, to reach Rs. 43500.000 Million in 2014; by 2019, it is expected to reach Rs. 160000.000 Million.

 

The Media and Entertainment Industry is clearly at a point where exponential growth is expected driven largely through the internet and digital media.

 

The Company has a presence in most of the growth areas – Cable TV, Internet and E-commerce.

 

The Company has recently embarked on a project for providing of services through the “Headendin-the-Sky” (“HITS”) platform. The Company believes that HITS is the most economical method of digitalisation in the Phase III and Phase IV towns and cities for the local cable operators (LCOs) and the multi-system operators (MSOs).

 

The HITS service effectively replaces the more complex traditional headend (A headend is a local operations center that receives, process and retransmits TV channels and other services) operations. At a traditional cable television headend, multitudes of satellite dishes and antennae are used to grab cable stations from dozens of communication satellites. In contrast, HITS combines cable stations (or TV channels) into multiplex signals on one or a few satellites. Cable networks can then pull in hundreds of channels at the local headend with relatively little equipment for onward digital distribution to subscriber homes. HITS as a concept was developed to deliver signals to small cable headends that did not find it viable to install their own Conditional Access Systems (CAS) and centralized services like SMS and billing. At the same time, the HITS platform delivers a huge number of pay television channels. This provides the HITS end consumer the largest possible choice of pay channels. This exactly is the need of the cable operators in the smaller towns constituting the Phase III and IV locations for the digitalization program.

 

 

TREASURY

 

The Company’s treasury activities are largely composed of investing in debt instruments and equity. The Company has followed a conservative policy ensuring reasonable returns without risk to capital. The equity and debt markets have operated within a range during the year and the company has witnessed stable revenues from its treasury operations.

 

 

REAL ESTATE

 

HVL owns two pieces of land, one in Bangalore and the other through its wholly owned subsidiary IDL Speciality Chemicals Limited in Hyderabad. This land is held for future commercial exploitation.

 

 

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2015

 

(RS. IN MILLION)

 

Particulars

3 Months Ended 30.06.2015

 

(Unaudited)

Income from Operations

 

Net Sales/Income from Operations

0.000

Other Operating Income

266.323

Total Income from operations (net)

266.323

 

 

Expenses

 

(a) Diminution in value of Stock in trade of Shares

3.870

(b) Employee benefit expenses

4.714

(c) Depreciation and amortization expenses

3.867

(d) Professional fees

5.584

(e) Donation

0.000

(f) Rent

3.065

(g) Other Expenses

5.950

Total Expenses

27.050

Profit from Operations before Other Income

239.273

Other Income

0.003

Profit/ Loss from Ordinary Activities before tax

239.276

Tax Expenses

0.238

Net Profit for the period

239.038

Paid- up Equity Share Capital (Face value of the share – Rs. 10)

205.555

Reserves excluding revaluation reserves as per balance sheet of Previous Accounting Year

--

Earnings per share (of Rs. 10/- each) (not annualized)

 

Basic

11.63

Diluted

11.63

 

 

PARTICULARS OF SHAREHOLDING

 

1. Public shareholding

 

Number of Shares

5997597

Percentage of Shareholding

29.18%

2. Promoters and promoter group shareholding

 

a) Pledged/Encumbered

 

- Number of Shares

Nil

- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)

Nil

- Percentage of Shares (as a % of the Total Share Capital of the Company)

Nil

 

 

Non - encumbered

 

- Number of Shares

14557906

- Percentage of Shares

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

100%

- Percentage of Shares

(as a % of the total share capital of the company)

70.82%

 

 

 

Particulars

3 Months Ended 30.06.2015

B

Investor complaints (Nos.)

 

 

Pending at the beginning of the quarter

Nil

 

Received during the quarter

Nil

 

Disposed of during the quarter

Nil

 

Remaining unresolved at the end of the quarter

Nil

 

NOTES:

 

1)     Pursuant to Clause 41 1(e) of the listing Agreement, the Company vide its letter dated April 27, 2015 has intimated Stock exchanges to exercise its option to publish standalone unaudited financial results of the company for the 3 quarters ending June 30, 2015; September 30, 2015; December 31, 2015 during the financial year 2015-16.

 

2)     The above financial results were reviewed by the Audit Committee and then approved by the Board of Directors of the Company at their meeting held on August 04 2015, and subjected to a limited review by the statutory auditors of the Company.

 

3)     The audited figures in respect of the results for preceding 3 months ended March 31, 2015 are the balancing figures between the audited financial statements in respect of the full financial year ended March 31, 2015 and the published year to date figures up to the 9 months ended December 31, 2014.

 

4)     The Board of Directors at their meeting held on April 24, 2015, subject to such approvals as may be required, has approved the Scheme of amalgamation of IDL Specialty Chemicals Limited (IDL), a Wholly Owned Subsidiary with the Company. The appointed date for the Scheme shall be April 01, 2015.

 

5)     Figures for the previous periods are re classified/ re arranged/ re grouped, wherever necessary, so as to be in conformity with the figures of the current quarter.

 

 

SEGMENT INFORMATION AS PER CLAUSE 41 OF THE LISTING AGREEMENTS FOR THE QUARTER ENDED 30TH JUNE, 2015

 

Particulars

3 Months Ended 30.06.2015

 

(Unaudited)

 

 

Segment Revenue

 

a. Media and Communications 

0.000

b. Real Estate 

0.000

c. Investments and Treasury   

266.323

d. Others [Unallocated]

0.000

Total Income

266.323

 

 

Segment Results - Profit/ (loss) before tax from each segment

 

a. Media and Communications 

(3.717)

b. Real Estate  

(1.721)

c. Investments and Treasury   

249.764

d. Others [Unallocated]

(5.053)

Total Profit Before Tax

239.273

 

 

Capital Employed (Segment Assets – Segment Liabilities)

 

a. Media and Communications 

3828.903

b. Real Estate 

119.895

c. Investments and Treasury   

3785.951

d. Others [Unallocated]

673.288

Total Capital Employed

8408.037

 

NOTES:

 

There are no Inter Segment Revenues:

1)     The audited figures in respect of segment information for preceding 3 months ended 31st March 2015 are the balancing figures between the audited financial statements in respect of the full financial year ended 31st March 2015 and the published year to date unaudited figures up to the 9 months ended 31st December 2015.

 

2)     Figures for the previous period are re-classified/ re-arranged/ re-grouped, wherever necessary, so as to be in conformity with the figures of the current period. 

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2015

(Rs. In Million)

31.03.2014

(Rs. In Million)

i. Income Tax matters against which the Company has filed appeals / objections.

732.665

1422.900

ii. Summary Suit has been filed by Nishkalp Investments and Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

86.712

86.712

 

NOTES:

 

1)     Includes an amount of Rs. 717.348 (in Million) [Previous Year – Rs. 1220.979 (in Million)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 573.820 (in Million) [Previous Year – Rs. 606.941 (in Million)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. Nil (in Million) [Previous Year – Rs. 555.000 (in Million)] upto 31st March, 2015 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

 

2)     With respect to the above, the Company does not expect any outflow of cash / resources.

 


FIXED ASSETS:

 

·         Furniture and Fixtures

·         Vehicles

·         Office equipments

·         Computers and Data Processing units

·         Computer software - acquired

 

 


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. 65.39

UK Pound

1

Rs. 99.05

Euro

1

Rs. 73.19

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRT

 

 

Analysis Done by :

TRI

 

 

Report Prepared by :

BVA

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--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

 

67

 

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.