MIPL-Logo

3decades

 

MIRA INFORM REPORT

 

 

Report No. :

501868

Report Date :

06.04.2018

 

 

 

IDENTIFICATION DETAILS

 

Name :

UTV SOFTWARE COMMUNICATIONS LIMITED (w.e.f. 19.03.1998)

 

 

Formerly Known As :

UNITED SOFTWARE COMMUNICATIONS LIMITED (w.e.f. 27.11.1995)

 

UNITED SOFTWARE COMMUNICATIONS PRIVATE LIMITED

 

 

Registered Office :

1st Floor, Building No.14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East) Mumbai – 400093, Maharashtra

Tel. No.:

91-22-61091000/ 40981400

 

 

Country :

India

 

 

Financials (as on) :

31.03.2017

 

 

Date of Incorporation :

22.06.1990

 

 

Com. Reg. No.:

11-056987

 

 

Capital Investment / Paid-up Capital :

INR 8755.880 Million

 

 

CIN No.:

[Company Identification No.]

U72200MH1990PLC056987

 

 

IEC No.:

[Import-Export Code No.]

0390013030

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

TIN/CST+ No.:

27770405421

 

 

PAN No.:

[Permanent Account No.]

AAACU4122G

 

 

GSTN :

[Goods & Service Tax Registration No.]

27AAACU4122G1ZN

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Subject is primarily engaged in the business of Film Distribution, Film (including Animation) Production, Mobile Value Added Services, Gaming and Interactive media, Content Development & Distribution, Media networks and Disney Consumer Products. (Registered Activity)

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23rd January 2017)

 

MIRA’s Rating :

A

 

Credit Rating

Explanation

Rating Comments

A

Acceptable Risk

Business dealings permissible with moderate risk of default

 

Status :

Good 

 

 

Payment Behaviour :

Slow but correct 

 

 

Litigation :

Exists

 

 

Comments :

UTV Software Communications Limited was incorporated on June 22, 1990.

 

The Company was listed with National Stock Exchange and Bombay Stock Exchange upto March 16, 2012 and has been delisted pursuant to take over by The Walt Disney Company (Southeast Asia) Pte Limited.

 

The Company is primarily engaged in the business of film distribution, film (including animation) production, mobile value added services, gaming and interactive media, content development & distribution, media networks and Disney consumer products.

 

As per the financial of 2017, the company has achieved a satisfactory growth of 25.52% in its revenue as compared to the previous year’s revenue but has incurred operational losses.

 

The company has strong capital base along with sound networth position.

 

Rating takes into consideration the strength that the company derives from its holding company and its experienced management team.

 

Business is active. Payment seems to be slow but correct.

 

In view of aforesaid, the company can be considered for business dealings at usual trade terms and condition.

 

NOTE: Pursuant to the Composite Scheme of Arrangement (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 sanctioned by the Tribunal on June 08, 2017, the entire assets and business of The Walt Disney Company (India) Private Limited (‘TWDCI’) and Indiagames Limited (‘Indiagames’) have been transferred and vested in the Company from the Appointed Date of April 01, 2015 and the order has become effective on June 30, 2017.

 

In accordance with the terms of the Scheme, TWDCI and Indiagames stand merged with the Company with effect from the Appointed Date and consequently, TWDCI and Indiagames stand dissolved without winding up. The necessary accounting entries giving effect to the merger of the above entities with the Company from the Appointed Date have been passed in the books of accounts of the Company.

 

Pending implementation of the aforementioned Scheme, the Company had made an application to the Registrar of Companies, Mumbai on June 02, 2017 seeking an extension for holding the 27th Annual General Meeting (‘27th AGM’) beyond September 30, 2017 which was approved and an extension of 03 (three) months was granted to the Company allowing it to hold its 27th AGM on or before December 31, 2017.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

Not Available

Rating

Not Available

Rating Explanation

Not Available

Date

Not Available

 

RBI DEFAULTERS’ LIST STATUS

 

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

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2018.

 

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

 

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 06.04.2018

 

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

 

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

 

INFORMATION DENIED

 

Management non co-operative (91-22-61091000)

 

91-22-40981400 (Number does not exist)

 

LOCATIONS

 

Registered Office/ Corporate Office :

1st Floor, Building No.14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East) Mumbai – 400093, Maharashtra, India

Tel. No.:

91-22-61091000

Mobile No.:

91-22-67421930

E-Mail :

puneet.juneja@disney.com

utvinvestors@disney.in

Website :

http://www.utvgroup.com

 


 

DIRECTORS

 

AS ON 31.03.2017

 

Name :

Mr. Mahesh Ramchand Samat

Designation :

Managing Director

Address :

73-D, Dalamal Park Cuffe Parade, Mumbai - 400005, Maharashtra, India

Date of Appointment :

01.07.2017

DIN No.:

02321902

 

 

Name :

Mr. Sujit Vijay Vaidya

Designation :

Whole Time Director

Address :

Flat no. 1604, D Wing, Oberoi Splendor, Jogeshwari Vikhroli Link Road, Andheri East, Mumbai - 400060 , Maharashtra, India

Date of Birth/Age :

19.04.1967

Qualification

CA

Date of Appointment :

11.12.2013

PAN No:

AAAPV6046R

DIN No.:

03287161

 

 

Name :

Mr. Prem Raj Mehta

Designation :

Director

Address :

S-3 Pemino, Altamount Road, Mumbai-400026, Maharashtra, India

Date of Birth/Age :

16.10.1944

PAN No:

AALPM3697G

Qualification

MBA and Commerce Graduate

Date of Appointment :

31.03.2015

DIN No.:

00005622

 

 

Name :

Mr. Narendra Kumar Anand Ambwani

Designation :

Director

Address :

1201, Sterling Sea Face, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India

Date of Birth/Age :

15.11.1948

PAN No:

AEIPA8788F

Qualification

PG-DBA-IIT, B- TECH, Electrical Engineer IIT

Date of Appointment :

31.03.2015

DIN No.:

00236658

 

 

Name :

Monisha Suresh Shroff

Designation :

Director

Address :

11/39, Matru Mandir, 278, Tardeo Road, Grant Road Mumbai - 400007, Maharashtra, India 

Date of Appointment :

01.07.2017

DIN No.:

05220951

KEY EXECUTIVES

 

Name :

Mr. Puneet Juneja

Designation :

Company Secretary

Address :

303, Alka Building, I.C. Colony, Borivali (West), Mumbai-400103, Maharashtra, INDIA

Date of Birth/Age :

23.09.1979

Date of Appointment :

16.10.2014

PAN No.:

AFRPJ9169H

 

 

Name :

Mr. Vishwas Gangadhar Joshi

Designation :

Chief Financial Officer

Address :

601,A, Parkside 1, Raheja Estate, Kulupwadi, Borivli (East), Mumbai-400066, Maharashtra, India

Date of Birth/Age :

21.11.1974

Date of Appointment :

01.04.2014

PAN No.:

ABKPJ3951C

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 31.03.2017

 

Category of shareholder

No. of fully paid up equity shares held

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a %

(A) Promoter & Promoter Group

875431485

99.98

(B) Public

157000

0.02

Grand Total

875588485

100.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is primarily engaged in the business of Film Distribution, Film (including Animation) Production, Mobile Value Added Services, Gaming and Interactive media, Content Development & Distribution, Media networks and Disney Consumer Products. (Registered Activity)

 

 

Products/ Services :

NIC Code No.

Products/ Services Description

59131

Distribution and Licensing of Movies

58203

Interactive Media and Mobile Services

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

PRODUCTION STATUS AVAILABLE

 

GENERAL INFORMATION

 

Suppliers :

 

Reference :

Not Divulged

Name of the Person :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

Customers :

 

Reference :

Not Divulged

Name of the Person :

--

Contact No.:

--

Since How Long Known :

--

Maximum Limit Dealt :

--

Experience :

--

Remark:

--

 

 

No. of Employees :

Information declined by the management

 

 

Bankers :

  • Deutche Bank
  • Citi Bank
  • HSBC
  • Bank of America

 

Auditors :

 

Name :

Price Waterhouse and Co LLP

Chartered Accountants

Address :

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400028, Maharashtra, India

 

 

Secretarial auditors firm

 

Name :

SPRS and Company

Practicing Company Secretaries

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Ultimate Holding Company:

The Walt Disney Company

 

 

Intermediate Holding Company:

  • The Walt Disney Company (Southeast Asia) Pte Limited
  • Disney Enterprises, Inc

 

 

Subsidiaries:

  • UTV Communications (USA) LLC
  • IG Interactive Entertainment Limited
  • UTV Games Limited
  • Disney Entertainment (India) Limited (formerly known as UTV Global Broadcasting Limited)
  • Genx Entertainment Limited
  • Disney Broadcasting (India) Limited (formerly known as UTV Entertainment Television Limited)

 

 

Fellow Subsidiaries of the Company:

  • The Walt Disney Co, UK
  • ABC Cable Networks Group
  • American Broadcasting Companies, Inc
  • Buena Vista Home Entertainment Inc.
  • Buena Vista International Inc.
  • DCP International Inc,USA
  • Disney Asia Pacific Shared Business Services (Shanghai) Co Limited
  • Disney Consumer Product Latin America Inc, USA
  • Disney Destinations LLC
  • Disney Shopping, Inc. (Formerly known as Disney Direct Marketing Services, Inc)
  • Disney Financial Services LLC
  • Disney International Employee Service Limited
  • Disney Online, USA
  • Disney publishing Worldwide
  • Disney Store USA, LLC
  • Disney Worldwide Services, Inc
  • ESPN Digital Media (India) Private Limited
  • Intregration Services LLC
  • Magical Cruise Company Limited
  • Marvel Characters B.V.
  • The Walt Disney Company (Asia Pacific) Limited
  • The Walt Disney Company ( China) Limited
  • The Walt Disney Company (Hong Kong)
  • The Walt Disney Company (Shanghai) Limited
  • The Walt Disney Company (Southeast Asia) Pte Limited
  • United Home Entertainment Private Limited
  • Walt Disney Entertainment - Walt Disney World Resort
  • Walt Disney Internet Group
  • Walt Disney Parks & Resorts US, Inc.
  • Walt Disney Pictures and Television, USA

 

 

CAPITAL STRUCTURE

 

As on:31.03.2017

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1398991500

Equity Shares

INR 10/- each

INR 13989.920 Million

1666000

Compulsory Convertible Preference Shares

INR 1500/- each

INR 2499.000 Million

 

Total

 

INR 16488.920 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

875588485

Equity Shares

INR 10/- each

INR 8755.880 Million

 

 

 

 

 

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

 

 

Equity Shares:

Year ended

March 31, 2017

 

Number

Amount in INR

Balance as at the Beginning of the year

52837473

528.370

Add: Shares issued during the year

817692308

8176.920

Add: Shares issued during the year on account of conversion of preference shares

5058704

50.590

Balance as at the end of the year

875588485

8755.880

 

Notes:

 

1. During the current year, the Company has allotted 817692308 equity Shares of INR 10 each at a premium of INR 3 per share to The Walt Disney Company (Southeast Asia) Pte. Limited, the holding company.

 

2. On January 9, 2017 the Company has issued 5058704 equity shares of INR 10 each at a premium of INR 484 each to The Walt Disney Company (Southeast Asia) on conversion of 1666000 Non-Cumulative Compulsorily Convertible Preference shares.

 

3. During the previous year ended March 31, 2016, the Company had allotted 1173814 equity Shares of INR 10 each at a premium of INR 433 per share to The Walt Disney Company (Southeast Asia) Pte. Limited, the holding company

 

Terms and rights attached to

Equity Shares:

The Company has one class of equity shares having a par value of INR 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

 

Details of shareholders holding more than 5% share in the Company

 

Equity Shares:

31.03.2017

“The Walt Disney Company (Southeast Asia) Pte. Limited, the Holding Company”

875431485

 

 

Details of shareholders holding more than 5% share in the Company (% shareholding )

 

Equity Shares:

31.03.2017

“The Walt Disney Company (Southeast Asia) Pte. Limited, the Holding Company”

99.98%

 

Authorised Share Capital

 

Pursuant to Shareholder’s resolution dated September 29, 2016, the total authorised share capital as at March 31, 2016 of INR 12391.73 million comprising of 139147900 equity shares of INR 10 each and 7333500 Compulsorily Convertible Preference Shares of INR 1,500/-, each has been reclassified to 989,272,900 equity shares of INR 10 each and 1666000 Compulsorily Convertible Preference Shares of INR 1500/-, each respectively. Further, after reclassification, the above mentioned authorised equity share capital of INR 9,892.73 million comprising of 989272900 equity shares of INR 10 each has been increased to INR 13989.92 million comprising of 1398991500 equity shares of INR 10 each.

 

During the previous year ended March 31, 2016, the authorised equity share capital as at March 31, 2015 of INR 1069.67 million comprising of 106966900 equity shares of INR 10 each has been increased to INR 1391.48 million comprising of 139147900 equity shares of INR 10 each, pursuant to the Scheme of Amalgamation between the Company and its subsidiary UTV New Media Limited sanctioned by the order of the Hon’ble Bombay High Court dated July 3, 2015.

 

 

 

FINANCIAL DATA

[all figures are in INR Million]

 

ABRIDGED BALANCE SHEET (STANDALONE)

 

SOURCES OF FUNDS

 

31.03.2017

31.03.2016

31.03.2015

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

8755.880

528.370

3015.640

(b) Reserves & Surplus

1512.000

(1686.940)

1670.920

(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)

10267.880

(1158.570)

4686.560

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

0.000

9600.000

500.000

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

203.110

193.570

0.000

(d) long-term provisions

23.600

17.630

19.860

Total Non-current Liabilities (3)

226.710

9811.200

519.860

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

308.630

6125.300

4158.070

(b) Trade payables

3514.370

2103.260

1378.650

(c) Other current liabilities

1318.720

648.130

8539.000

(d) Short-term provisions

0.000

20.470

10.980

Total Current Liabilities (4)

5141.720

8897.160

14086.700

 

 

 

 

TOTAL

15636.310

17549.790

19293.120

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

274.590

328.600

4.390

(ii) Intangible Assets

2764.300

3637.990

16.610

(iii) Capital work-in-progress

3.510

0.000

0.000

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

0.050

0.050

11069.730

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

121.410

230.050

1057.050

(e) Other Non-current assets

8792.600

8371.870

1.400

Total Non-Current Assets

11956.460

12568.560

12149.180

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

322.890

1920.510

4326.820

(c) Trade receivables

1736.070

1351.430

662.400

(d) Cash and cash equivalents

780.230

783.780

116.150

(e) Short-term loans and advances

2.920

9.390

1961.030

(f) Other current assets

837.740

916.120

77.540

Total Current Assets

3679.850

4981.230

7143.940

 

 

 

 

TOTAL

15636.310

17549.790

19293.120

 

 

PROFIT & LOSS ACCOUNT

.

 

PARTICULARS

31.03.2017

31.03.2016

31.03.2015

 

SALES

 

 

 

 

Income

8387.220

6682.040

7274.540

 

Other Income

257.070

338.110

196.600

 

TOTAL

8644.290

7020.150

7471.140

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Direct Costs

5860.970

6890.460

8115.080

 

Employees benefits expense

1137.060

1431.760

220.980

 

Other expenses

857.560

1620.750

795.440

 

Exceptional Item

613.430

5618.270

0.000

 

TOTAL

8469.020

15561.240

9131.500

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

175.270

(8541.090)

(1660.360)

 

 

 

 

 

Less

FINANCIAL EXPENSES

870.450

1441.880

1315.050

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

(695.180)

(9982.970)

(2975.410)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

933.770

925.080

10.580

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

(1628.950)

(10908.050)

(2985.990)

 

 

 

 

 

Less

TAX

3.730

(15.450

19.170

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX 

(1632.680)

(10892.600)

(3005.160)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

1355.000

1590.810

968.000

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

(3.73)

(160.29)

(58.17)

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2017

31.03.2016

31.03.2015

Current Maturities of Long term debt

0.000

0.000

8250.000

Cash generated from operations

3940.570

800.960

1261.560

Net cash flows from (used in) operations

NA

NA

NA

Net cash flows from (used in) operating activity

4105.050

314.640

1083.18

 

 

KEY RATIOS

 

EFFICIENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Average Collection Days

(Sundry Debtors / Income * 365 Days)

75.55

73.82

33.24

 

 

 

 

Account Receivables Turnover

(Income / Sundry Debtors)

4.83

4.94

10.98

 

 

 

 

Inventory Turnover

(Operating Income / Inventories)

0.54

(4.45)

(0.38)

 

 

 

 

Asset Turnover

(Operating Income / Net Fixed Assets)

0.06

(2.15)

(79.06)

 

LEVERAGE RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Debt Ratio

((Borrowing + Current Liabilities) / Total Assets)

0.33

1.05

1.18

 

 

 

 

Debt Equity Ratio

(Total Liability / Networth)

0.03

(13.57)

2.75

 

 

 

 

Current Liabilities to Networth

(Current Liabilities / Net Worth)

0.50

(7.68)

3.01

 

 

 

 

Fixed Assets to Networth

(Net Fixed Assets / Networth)

0.30

(3.42)

0.00

 

 

 

 

Interest Coverage Ratio

(PBIT / Financial Charges)

0.20

(5.92)

(1.26)

 

PROFITABILITY RATIOS

 

PARTICULARS

 

 

31.03.2017

31.03.2016

31.03.2015

Net Profit Margin

((PAT / Sales) * 100)

%

(19.47)

(163.01)

(41.31)

 

 

 

 

 

Return on Total Assets

((PAT / Total Assets) * 100)

%

(10.44)

(62.07)

(15.58)

 

 

 

 

 

Return on Investment (ROI)

((PAT / Networth) * 100)

%

(15.90)

940.18

(64.12)

 

SOLVENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Current Ratio

(Current Assets / Current Liabilities)

0.72

0.56

0.51

 

 

 

 

Quick Ratio

((Current Assets – Inventories) / Current Liabilities)

0.65

0.34

0.20

 

 

 

 

G-Score Ratio Financial

(Networth / Total Assets)

0.66

(0.07)

0.24

 

 

 

 

G-Score Ratio Debt

(Debts / Equity Capital)

0.04

29.76

4.28

 

 

 

 

G-Score Ratio Liquidity

(Total Current Assets / Total Current Liabilities)

0.72

0.56

0.51

 

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


 

FINANCIAL ANALYSIS

[all figures are in INR Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Share Capital

3015.640

528.370

8755.880

Reserves & Surplus

1670.920

(1686.940)

1512.000

Money received against share warrants

0.000

0.000

0.000

 Share Application money pending allotment

0.000

0.000

0.000

Net worth

4686.560

(1158.570)

10267.880

 

 

 

 

long-term borrowings

500.000

9600.000

0.000

Short term borrowings

4158.070

6125.300

308.630

Current maturities of long-term debts

8250.000

0.000

0.000

Total borrowings

12908.070

15725.300

308.630

Debt/Equity ratio

2.754

(13.573)

0.030

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

7274.540

6682.040

8387.220

 

 

(8.145)

25.519

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

7274.540

6682.040

8387.220

Profit/(Loss)

(3005.160)

(10892.600)

(1632.680)

 

(41.31)%

(163.01)%

(19.47)%

 

 

ABRIDGED BALANCE SHEET (CONSOLIDATED)

 

SOURCES OF FUNDS

 

31.03.2017

31.03.2016

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

 

8755.880

528.370

(b) Reserves & Surplus

 

599.220

(3262.400)

(c) Money received against share warrants

 

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

 

 0.000

0.000 

(3) Non controlling interest

 

289.790

199.480

Total Shareholders’ Funds (1) + (2)

 

9644.890

(2534.550)

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

 

0.000

10349.930

(b) Deferred tax liabilities (Net)

 

0.000

0.000

(c) Other long term liabilities

 

226.110

214.470

(d) long-term provisions

 

34.160

28.190

Total Non-current Liabilities (3)

 

260.270

10592.590

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

 

308.630

7101.780

(b) Trade payables

 

4392.100

4103.720

(c) Other current liabilities

 

2342.450

1118.010

(d) Short-term provisions

 

0.000

56.990

Total Current Liabilities (4)

 

7043.180

12380.500

 

 

 

 

TOTAL

 

16948.340

20438.540

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

308.250

356.920

(ii) Intangible Assets

 

5273.780

6354.700

(iii) Capital work-in-progress

 

32.580

0.750

(iv) Intangible assets under development

 

0.000

0.000

(b) Non-current Investments

 

0.050

0.050

(c) Deferred tax assets (net)

 

281.970

352.390

(d)  Long-term Loan and Advances

 

129.640

109.060

(e) Other Non-current assets

 

3117.970

2923.160

Total Non-Current Assets

 

9144.240

10097.030

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

0.000

(b) Inventories

 

2017.970

4217.870

(c) Trade receivables

 

2755.790

3185.940

(d) Cash and cash equivalents

 

1971.420

1549.040

(e) Short-term loans and advances

 

31.490

19.250

(f) Other current assets

 

1027.430

1369.410

Total Current Assets

 

7804.100

10341.510

 

 

 

 

TOTAL

 

16948.340

20438.540

 

 

PROFIT & LOSS ACCOUNT (CONSOLIDATED)

 

 

PARTICULARS

 

31.03.2017

31.03.2016

 

SALES

 

 

 

 

Income

 

12423.550

11036.220

 

Other Income

 

301.310

278.330

 

TOTAL

 

12724.860

11314.550

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Direct Cost

 

8039.190

10240.630

 

Employees benefits expense

 

1621.410

1896.490

 

Other expenses

 

1606.920

2583.520

 

Exceptional Item

 

541.680

72.070

 

TOTAL

 

11809.200

14792.710

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

 

915.660

(3478.160)

 

 

 

 

 

Less

FINANCIAL EXPENSES

 

993.600

1561.120

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION

 

(77.940)

(5039.280)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION

 

635.670

625.970

 

 

 

 

 

 

PROFIT/ (LOSS)  BEFORE TAX

 

(713.610)

(5665.250)

 

 

 

 

 

Less

TAX

 

157.370

69.450

 

 

 

 

 

 

PROFIT/ (LOSS)  AFTER TAX 

 

(870.980)

(5734.700)

 

 

 

 

 

 

Earnings / (Loss) Per Share (INR)

 

(2.05)

(83.98)

 

 

LEGAL CASES

 

Case Details

 

Bench:-Bombay

 

Presentation Date:-

13/02/2017

Lodging No.:-

COMSL/57/2017

Filing Date:-

13/02/2017

 

 

Petitioner:-

WADIA MOVIETONE PRIVATE LIMITED

Respondent:-

UTV SOFTWARE COMMUNICATIONS LIMITED

 

Petn.Adv.:-

KHIMANI AND ASSOCIATES (I9893)

Resp.Adv.:-

VERITAS LEGAL (I13416)

 

District:-

MUMBAI

 

 

Bench:-

SINGLE

Status:-

Pre-Admission

Category:-

INTELLECTUAL PROPERTY RIGHTS RELATING TO COPYRIGHT

 

Last Date:-

03/03/2017

Stage:-

FOR DIRECTION [ORIGINAL SIDE MATTERS]

 

Last Coram:-

HON'BLE SHRI JUSTICE K.R. SRIRAM

 

 

Act :-

Trade & Trade Merchandise Marks Act

 

Case Details

 

Bench:-Bombay

 

Presentation Date:-

13/02/2017

Lodging No.:-

NMCDL/53/2017

Filing Date:-

13/02/2017

Reg No.:

NMCD/154/2017

Reg Date:

12.04.2017

 

Lodging No.:-

COMSL/57/2017

 

 

Reg No.:

COMIP/211/2017

 

 

 

 

Petitioner

WADIA MOVIETONE PRIVATE LIMITED

Respondent:-

UTV SOFTWARE COMMUNICATIONS LIMITED

 

Petn.Adv.:-

KHIMANI AND ASSOCIATES (I9893)

Resp.Adv.:-

MOHANISH CHAUDHARI (I10092)

 

District:-

MUMBAI

 

 

Bench:-

SINGLE

Status:-

Pre-Admission

Category:-

NOTICE OF MOTION IN COMMERCIAL DIVISIONMATTERS

 

Last Date:-

05/02/2018

Stage:-

FOR ACCEPTANCE

 

 

 

Act :-

Code of civil procedure 1908

 

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

Yes

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

Yes

33

Market information

---

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

BUSINESS OVERVIEW:

 

COMPANY OVERVIEW

 

The Company was incorporated under the laws of India on June 22, 1990 in Mumbai under the Companies Act, 1956. The Company was listed with National Stock Exchange and Bombay Stock Exchange upto March 16, 2012 and has been delisted pursuant to take over by The Walt Disney Company (Southeast Asia) Pte Limited. The Company is primarily engaged in the business of Film Distribution, Film (including Animation) Production, Mobile Value Added Services, Gaming and Interactive media, Content Development & Distribution, Media networks and Disney Consumer Products.

 

SCHEME OF AMALGAMATION

 

Pursuant to the Composite Scheme of Amalgamation between the Company and its group company/subsidiary company namely, The Walt Disney Company (India) Private Limited (TWDC) and Indiagames Limited (Indiagames) sanctioned by the order of the Hon’ble National Company Law Tribunal dated June 8, 2017 (the ‘Scheme’); all assets and liabilities of these entities were transferred and vested in the Company with effect from the appointed date of April 1, 2015. The Scheme has accordingly been given effect to in these financial statements with effective from April 1, 2015.

 

TWDC was into four main business segments namely, Media Networks Services, Disney Consumer Products right licensing, Home Entertainment and Interactive.

 

Indiagames were in the business of developing, aggregating and distributing content on interactive media and digital platforms and also creating digital applications.

 

The amalgamation had been accounted based on the Composite Scheme of Amalgamation and Arrangement given under the Scheme and accordingly, the Company has not applied pooling of interest method prescribed under Ind AS 103 - Business Combination with respect to accounting for common control business combinations. Accordingly, the assets and liabilities of TWDC and Indiagames as at April 1, 2015 have been taken over at their fair values as determined by an independent valuer.

 

1. Pursuant to scheme, USCL has issued 11,394,818 equity shares subsequently on July 24, 2017 to Disney Enterprises Inc., on amalgamation of TWDC into the Company.

 

2. The Company’s investment (56%) in the equity share capital of Indiagames Limited stand cancelled. Further, the Company has also issued 4,882,271 equity shares subsequently on July 24, 2017 to The Walt Disney Company (Southeast Asia) Pte Limited for the remaining 44% stake on amalgamation of Indiagames into the Company. These additional equity shares issued subsequently by the company on amalgamation have been disclosed as “Shares to be issued” under “Other Equity” as at April 1, 2015; March 31, 2016 and March 31, 2017. There were no differences in Accounting Policies of the Company and its above mentioned amalgamated companies.

 

As approved under the Scheme, the difference between the amount of fair value of consideration over the fair value of the overall net assets taken over (including other intangible assets), has been debited to Goodwill Account, such Goodwill would be amortised over a period of five consecutive financials years beginning the financial year ended March 31, 2016 in line with above Scheme

 

BUSINESS OVERVIEW:

The media and entertainment industry in India is undergoing rapid transformation, with video-on-demand services gaining widespread acceptance on the back of increasing mobile connectivity and reducing data costs. This transition has provided individuals access to personalized entertainment and created a growing demand for quality content across all demographics. Our Company remains optimistic about the potential of our integrated business model to navigate these changing scenarios. We are focused on exploring how to build and monetize our assets digitally. We have re-aligned our business portfolio to minimize risk from volatility in our business segments and will continue to focus on building capabilities for the future. The infusion of equity capital has been used to repay all long term borrowings. The Company also merged its affiliate/subsidiary namely The Walt Disney Company (India) Limited and Indiagames Limited carrying on the Licensing & Media Service Business and Games & Interactive Business respectively, more particularly detailed below, so as to create a more integrated structure.

 

Studios

Dangal became Bollywood’s highest grossing movie till date, earning a record-breaking $217 Million internationally.

 

Revenues from Hollywood films continue to trend upward, displaying a growing adoption of international content. The Company’s international slate continued to perform well with ~45% of our overall collections at the box office coming from dubbed language releases. Growing the Marvel brand has been a strong focus area for the Company with Captain America: Civil War and Guardians of the Galaxy Vol. 2 both performing better than their predecessors. Dr. Strange outperformed our expectations and highlighted the fact that a Marvel film does not need established characters to succeed. The Jungle Book quickly became the highest grossing Hollywood film in India with a strong resonance with the Indian audience. The Company is committed to focusing on the Hollywood slate going forward including Marvel.

 

 

SYNDICATION BUSINESS

The syndication of our content assets, both local and international, continued to be very profitable. With the rise of video-on-demand services in the country, there has been an increase in the demand for content from various parties. The company continues to monetize these assets to the best of our ability.

 

LIVE ENTERTAINMENT

In May 2016, the live stage musical production of ‘Beauty and The Beast’ had a second run in Mumbai. The response from the audience continued to be very enthusiastic, and the Company is planning to bring more stage productions to India, through a licensing model.

 

MEDIA NETWORKS

With digitization nearing completion, the television audience is evolving into clearly defined segments. The top-end segment has shown a preference towards HD channels and English language programming. The rural TV audience, included in the BARC ratings for the first time, generated higher ratings for Free-to-air (FTA) channels. Overall, the broadcasting industry had a steady growth in 2016, with advertising and subscription rates growing at ~11% each. However, there have been a few disruptions: the rise in digital consumption, reduced advertising spends after demonetization and the introduction of Goods & Services Tax. The Media Networks business of our Company was still able to perform in spite of these disruptions, achieving a PBT of ~10%.

 

The Disney Channel has shown continued improvement across the year; and has been recently among the top 2 Kids’ channels. The development of local animation properties continues, and the Company continues to strengthen our Kids’ offering. With effect from October 29, 2017 [00:00 Hours] the feed of the channel Bindass Play was replaced with high definition feed under the name Disney International HD, which is a brand new content destination for youth.

 

This year, the Movie Channel genre saw an upside in ad sales interest. Our movie channels were able to command a higher advertising rate. The Company continues to invest in content for our channels.

 

The increased adoption of smartphones and falling data prices has affected the viewership for the Youth genre on television. The Company released webseries like ‘Girl in the City’ and ‘The Trip’, which swiftly became some of the most watched content by the Youth. With 150 MN+ views across first three shows, the Company continues to focus on this omni-platform model for Bindass. Given that the falling Youth viewership on television is not high enough to justify two youth channels, the Company is looking to consolidate our channel presence as well as expand the digital presence through a digital over the top (“OTT”) app.

 

The Telecom Regulatory Authority of India (TRAI) announced new regulations for the interconnect, tariff order and quality of service which will change the current landscape of TV distribution. The validity of the new regulations have been challenged at the High Court of Judicature at Madras. Pursuant to such challenge, currently the High Court of Judicature at Madras has stayed / halted the implementation of the new regulations.

 

Games and Interactive Business

Disruption caused due to demonetization and consolidation in telecom operators led to subdued revenues in FY17, but the margins for the gaming business have been maintained by cost rationalization through organizational restructuring.

 

 

Licensing Business

Their company continues to be the largest character licensing business in India and also in the ‘back-to-school’ category. The Consumer Products business continued to grow, with a revenue growth of 8% in this year. We continued to strengthen and expand Their licensee relationships, with Back-to-School, Fashion and Toys as Their strongest categories. Higher affinity among the youth for TheirMarvel and Star Wars franchises has led to an increased adoption of Their products. The business remains a steady contributor for Theircompany, with minimal volatility. While demonetization did affect the third quarter results, the business recovered enough by the end of the financial year.

 

We have focused on building Their presence in the online space, with Myntra, Flipkart, Amazon and First Cry as key relationships. Their share of business with each of these partners is growing much faster than the market. We are exploring the possibility of creating licensed stores selling exclusive Disney merchandise.

 

 

UNSECURED LOAN

PARTICULAR

31.03.2017

(INR in Million)

31.03.2016

(INR in Million)

Long-term Borrowings

 

 

Term Loan from Banks

0.000

9656.51

Less: Interest accrued but not due

0.000

(56.51)

 

 

 

Short-term borrowings

 

 

From Banks

Working capital Loans

0.000

3513.870

Cash Credit

308.870

318.730

Liability component of Compound Financial instruments

0.000

2306.57

Less : Interest accrued but not due

(0.240)

(13.870)

Total

308.630

15,725.300

 

INDEX OF CAHREGS:

 

SNO

SRN

CHARGE ID

CHARGE HOLDER NAME

DATE OF CREATION

DATE OF MODIFICATION

DATE OF SATISFACTION

AMOUNT

ADDRESS

1

Y10288690

90186791

CENTUION BANK LTD

22/09/2000

-

-

1000000.0

MAKER CHAMBERSNARIMNA POINT MUMBAI-400021 MAHARASHTRA INDIA

2

Y10288310

90186411

DENA BANK

30/12/1996

-

-

133642000.0

BOMBAY MAIN OFFICEFORT MUMBAI 400023 MAHARASHTRA INDIA

3

Y10288177

90186278

DENA BANK

21/11/1995

-

-

7500000.0

FORT MUMBAI 400023 MAHARASHTRA INDIA

4

Y10290396

90188497

DENA BANK

10/09/1993

-

-

5000000.0

ADVANCES DEPTLEGAL SECTION; 17 HORNIMAN CIRCLE FORTBOMBAY-400023 MAHARASHTRA INDIA

5

Y10287829

90185930

DENA BANK

31/03/1993

15/07/1995

-

64460000.0

ADVANCES DEPARTMENT17 HORNIMAN CIRCLE; FORT BOMBAY-400023 MAHARASHTRA INDIA

6

Y10287823

90185924

DENA BANK

21/03/1993

30/04/1996

-

8700000.0

BOAMBAY MAIN OFFICE17 H. CIRCLE FORTBOMBAYMH400023IN

7

Y10289441

90187542

DENA BANK

30/08/1991

-

-

4040000.0

SOMBAY MAIN OFFICE; ADVANCES DEPARTMENTLEGAL SECTION; 17 HORNIMAN CIRCLE FORT BOMBAY-400023 MAHARASHTRA INDIA

8

Y10287650

90185751

DENA BANK

30/08/1991

01/08/1994

-

43720000.0

BOMBAY MAIN OFFICCELEGAL SECTION; 17 HORNIMAN CIRCLE; FOR BOMBAY-400023 MAHARASHTRA INDIA

9

Y10289434

90187535

DENA BANK

03/05/1991

-

-

2000000.0

SOMBAY MAIN OFFICE; ADVANCES DEPARTMENTLEGAL SECTION; 17 HORNIMAN CIRCLE FORTBOMBAY-400023  MAHARASHTRA INDIA

10

B44355840

10225661

SBICAP TRUSTEE COMPANY LIMITED

01/06/2010

25/08/2011

20/07/2012

2925000000.0

202, MAKER TOWER, 'E', CUFFE PARADE,COLABA,MUMBAI-400005 MAHARASHTRA INDIA

 

 

CONTINGENT LIABILITIES:

 

(INR in Million)

PARTICULARS

31.03.2017

31.03.2016

Claims against the Company not acknowledged as debts

732.520

834.520

On account of disputed demand of:

 

 

Income tax matters

598.690

618.120

Services tax matters

815.020

242.380

Sales Tax / VAT/ Lease Tax

692.400

250.370

Custom Duty

-

-

 

 

FIXED ASSETS

 

  • Land
  • Plant and equipment
  • Furniture and fixtures
  • Vehicles
  • Office equipment
  • Computer equipments
  • Other equipments
  • Leasehold improvements
  • Computer software
  • Copyrights, patents and other operating rights

 

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 records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

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

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

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

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

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

 

8]         Affiliation with Government :

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

 

9]         Compensation Package :

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

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

CORPORATE GOVERNANCE

 

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

 

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

 

 

CONTRAVENTION

 

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

 

FOREIGN EXCHANGE RATES

 

Currency

 

Unit

INR

US Dollar

1

INR 65.06

UK Pound

1

INR 92.06

Euro

1

INR 80.37

 

 

INFORMATION DETAILS

 

Information Gathered by :

AKY

 

 

Analysis Done by :

NYT

 

 

Report Prepared by :

RKI

 


 

SCORE FACTORS

 

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--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

 

RATING EXPLANATIONS

 

Credit Rating

Explanation

Rating Comments

A++

Minimum Risk

Business dealings permissible with minimum risk of default

A+

Low Risk

Business dealings permissible with low risk of default

A

Acceptable Risk

Business dealings permissible with moderate risk of default

B

Medium Risk

Business dealings permissible on a regular monitoring basis

C

Medium High Risk

Business dealings permissible preferably on secured basis

D

High Risk

Business dealing not recommended or on secured terms only

NB

New Business

No recommendation can be done due to business in infancy stage

NT

No Trace

No recommendation can be done as the business is not traceable

 

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

 

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 are as follows:

 

·         Financial condition covering various ratios

·         Company background and operations size

·         Promoters / Management background

·         Payment record

·         Litigation against the subject

·         Industry scenario / competitor analysis

·         Supplier / Customer / Banker review (wherever available)

 

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.