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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A Amendment No. 1
(Mark One)
For the fiscal year ended December 31, 2012
- OR -
For the transition period from to
Commission file number 333-182948
TRANSUNION HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter)
312-985-2000 (Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act(“Act”). � YES ⌧ NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. � YES ⌧ NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for at least the past 90 days. (Note: From the effectiveness of the registrant’s Registration Statement on Form S-4 (File No. 333-182948) on September 6, 2012 until December 31, 2012, the registrant was subjectto the filing requirements of Section 13 or 15(d) of the Exchange Act. On January 1, 2013, the registrant’s reporting obligations were automatically suspended pursuant to Section 15(d). As a voluntary filer the registrant filed all reports required to be filed by
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
Delaware 61-1678417(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification Number)
555 West Adams, Chicago, Illinois 60661(Address of principal executive offices) (Zip Code)
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant would havebeen required to file such reports) as if it were subject to such filing requirements). ⌧ YES � NO
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post suchfiles). ⌧ YES � NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). � YES ⌧ NO
As of June 30, 2012, there was no established public market for TransUnion Holding Company, Inc. common stock, par value $0.01per share.
As of January 31, 2013, there were 109,807,128 shares of TransUnion Holding Company, Inc. common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
� Large accelerated filer � Accelerated filer
⌧ Non-accelerated filer � Smaller reporting company
TransUnion Holding Company, Inc. Form 10-K/A
Explanatory Note
This Amendment No. 1 to the annual report of TransUnion Holding Company, Inc. (the “Company”) on Form 10-K/A amends our annual report on Form 10-K for the year ended December 31, 2012 (the “Original 10-K”), which was originally filed on February 25, 2013. We previously filed our annual report on a combined basis with TransUnion Corp. because we operate the Company andTransUnion Corp. as one business with identical management teams. However, this amendment only relates to the Company becausethe obligation under Rule 3-09 of Regulation S-X to file the separate financial statements referenced below only arises with respect tothe Company, and not TransUnion Corp.
We are filing this amendment to amend Item 15 of the original 10-K to provide the separate audited financial statements in accordance with Rule 3-09 of Regulation S-X for Trans Union De Mexico, S.A. for the year ended December 31, 2012 (Exhibit 99.1),and for Credit Information Bureau (India) Limited for the year ended March 31, 2012 (Exhibit 99.2). These financial statements,which were not available prior to the original filing date, have been prepared and provided by management of each respectivecompany. Management of each respective company is solely responsible for the form and content of their financial statements.
This Form 10-K/A also includes the currently dated signature page and certifications from the Company’s principal executive officer and principal financial officer. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of theOriginal 10-K or modify or update in any way disclosures made in the Original 10-K except as noted above. This Amendment No. 1 should be read in conjunction with the Original 10-K and with other Company filings with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) List of Documents Filed as a Part of This Report: (1) Financial Statements. The following financial statements are included in Item 8 of Part II: • Consolidated Balance Sheets—December 31, 2012 and 2011;
• Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010; • Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010; • Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010;
• Notes to Consolidated Financial Statements; and
• Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements. (2) Financial Statement Schedules.
• Schedule II—Valuation and Qualifying Accounts
(3) Exhibits. A list of the exhibits required to be filed as part of this Report by Item 601 of Regulation S-K is set forth in the
Exhibit Index on page 158 of this Form 10-K, which immediately precedes such exhibits, and is incorporated herein byreference.
(4) Valuation and qualifying accounts (b) Exhibits. See Item 15(a)(3). (c) Financial Statement Schedules. See Item 15(a)(2)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized, on April 8, 2013.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the registrant and in the capacities indicated on April 8, 2013
TransUnion Holding Company, Inc.
By: /s/ Samuel A. Hamood
Samuel A. Hamood Executive Vice President and Chief Financial Officer
Signature Title
/s/ James M. Peck Director, President and Chief Executive OfficerJames M. Peck
/s/ Samuel A. Hamood Executive Vice President and Chief Financial OfficerSamuel A. Hamood
/s/ Gordon E. Schaechterle Senior Vice President and Chief Accounting OfficerGordon E. Schaechterle
/s/ Christopher Egan DirectorChristopher Egan
/s/ Leo F. Mullin DirectorLeo F. Mullin
/s/ Sumit Rajpal DirectorSumit Rajpal
/s/ Steven M. Tadler DirectorSteven M. Tadler
/s/ Siddharth N. (Bobby) Mehta DirectorSiddharth N. (Bobby) Mehta
2012 Form 10-K EXHIBIT INDEX
TransUnion Holding Company, Inc. Exhibit
No. Exhibit Name
2.1
Agreement and Plan of Merger dated as of February 17, 2012 by and among TransUnion Holding Company, Inc. (formerly Spartan Parent Holdings Inc.), Spartan Acquisition Sub Inc., TransUnion Corp., MDCPVI TU Holdings, LLC (as stockholder representative), and certain limited Guarantors. (Incorporated by reference herein from the Annual Report on Form 10-K (Exhibit 2.1) filed by TransUnion Corp. for the year ended December 31, 2011).
2.2
First Amendment to Agreement and Plan of Merger entered into and effective as of April 29, 2012 made by and among TransUnion Holding Company, Inc. (formerly Spartan Parent Holdings Inc.), Spartan Acquisition Sub Inc., TransUnion Corp., MDCPVI TU Holdings, LLC (as stockholder representative), and certain limited Guarantors. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 10.1) filed by TransUnion Corp. on April 30, 2012).
3.1**
Amended and Restated Certificate of Incorporation of TransUnion Corp. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 3.1) filed by TransUnion Corp. on April 30, 2012).
3.2**
Amended and Restated Bylaws of TransUnion Corp. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 3.2) filed by TransUnion Corp. on April 30, 2012).
3.3*
Amended and Restated Certificate of Incorporation of TransUnion Holding Company, Inc. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 3.1) filed by TransUnion Holding Company, Inc. on July 21, 2012).
3.4*
Bylaws of TransUnion Holding Company, Inc. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 3.2) filed by TransUnion Holding Company, Inc. on July 21, 2012).
4.1
Indenture dated as of June 15, 2010 among Trans Union LLC, TransUnion Financing Corporation, TransUnion Corp., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, for the 11 / % Senior Notes due 2018. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 4.1) filed by TransUnion Corp. on March 1, 2011).
4.2
First Supplemental Indenture dated as of February 27, 2012, among Trans Union LLC, TransUnion Financing Corporation, TransUnion Corp., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, for the 11 / % Senior Notes due 2018. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 4.1) filed by TransUnion Corp. on February 28, 2012).
4.3
Form of 11 / % Senior Notes due 2018. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 4.2) filed by TransUnion Corp. on March 1, 2011).
4.4*
Indenture dated as of March 21, 2012 among TransUnion Holding Company, Inc. and Wells Fargo Bank, National Association, as Trustee, for the 9.625%/10.375% Senior PIK Toggle Notes Due 2018. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 4.1) filed by TransUnion Holding Company, Inc. on July 21, 2012).
4.5*
First Supplemental Indenture dated as of October 22, 2012, among TransUnion Holding Company, Inc., and Wells Fargo Bank, National Association, as Trustee, for the 9.625%/10.375% Senior PIK Toggle Notes due 2018. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 10.1) filed by TransUnion Holding Company, Inc. on October 23, 2012).
i
38
38
38
Exhibit No. Exhibit Name
4.6*
Form of TransUnion Holding Company, Inc. 9.625%/10.375% Senior PIK Toggle Notes Due 2018, Series B. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 4.2) filed by TransUnion Holding Company, Inc. on July 21, 2012).
4.7*
Indenture dated as of November 1, 2012 between TransUnion Holding Company, Inc., and Wells Fargo Bank, National Association, as Trustee, for the creation of an issue of $400,000,000 aggregate principal amount of 8.125%/8.875% Senior PIK Toggle Notes due 2018. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 4.1) filed by TransUnion Holding Company, Inc. on November 6, 2012).
4.8*
Exchange and Registration Rights Agreement of TransUnion Holding Company, Inc. for the 8.125%/8.875% Senior PIK Toggle Notes due 2018. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 4.2) filed by TransUnion Holding Company, Inc. on November 6, 2012).
10.1
Amended and Restated Credit Agreement dated as of February 10, 2011 among TransUnion Corp., Trans Union LLC, the Guarantors, Deutsche Bank Trust Company Americas, as Administrative and Collateral Agent, Deutsche Bank Trust Company Americas, as L/C Issuer and Swing Line Lender, the Other Lenders party thereto from time to time, Bank of America, N.A., as Syndication Agent, Credit Suisse Securities (USA) LLC and Suntrust Bank, as TL Documentation Agents, U.S. Bank National Association, as RC Documentation Agent, and The Governor and Company of the Bank of Ireland, as Senior Managing Agent, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner and Smith, and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.1) filed by TransUnion Corp. on March 1, 2011).
10.2
Amendment No. 2 to Credit Agreement, dated as of February 27, 2012, by and among TransUnion Corp., Trans Union LLC, Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, and each other Lender. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 10.1) filed by TransUnion Corp. on March 2, 2012).
10.3
Amendment No. 3 to Credit Agreement, dated as of April 17, 2012, by and among TransUnion Corp., Trans Union LLC, the Guarantors, Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, each as lead arrangers, Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, and each other Lender. (Incorporated by reference herein from the Current Report on Form 8-K (Exhibit 10.1) filed by TransUnion Corp. on April 20, 2012).
10.4*
TransUnion Holding Company, Inc. 2012 Management Equity Plan (Effective April 30, 2012). (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.1) filed by TransUnion Holding Company, Inc. on July 21, 2012).
10.5
Major Stockholders’ Agreement made as of April 30, 2012, among TransUnion Holding Company, Inc., the Advent Investor, the GS Investors, and any other Person who becomes a party thereto. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.3) filed by TransUnion Holding Company, Inc. on July 21, 2012).
10.6
Stockholders’ Agreement made as of April 30, 2012, among TransUnion Holding Company, Inc., the members of the management or other key persons of TransUnion Holding Company, Inc. or of TransUnion Corp., that are signatories thereto, any other person who becomes a party thereto, and the GS Investors and the Advent Investor (for specific purposes). (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.4) filed by TransUnion Holding Company, Inc. on July 21, 2012).
Exhibit No. Exhibit Name
10.7
Registration Rights Agreement dated as of April 30, 2012, by and among TransUnion Holding Company, Inc., the Advent Investors (as defined therein), the GS Investors (as defined therein), certain Key Individuals (as defined therein) and any other person who becomes a party thereto. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.5) filed by TransUnion Holding Company, Inc. on July 21, 2012).
10.8*
Form of Director Indemnification Agreement for directors of TransUnion Holding Company, Inc. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.6) filed by TransUnion Holding Company, Inc. on July 21, 2012).
10.9
Form of Severance and Restrictive Covenant Agreement with Executive Officers of the Registrants. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.5) filed by TransUnion Corp. on March 1, 2011).
10.10
Employment Agreement with Siddharth N. (Bobby) Mehta the President and Chief Executive Officer of the Registrants dated October 3, 2007. (Incorporated by reference herein from the Registration Statement on Form S-4 (Exhibit 10.6) filed by TransUnion Corp. on March 1, 2011).
10.11
Amendment to Employment Agreement of Siddharth N. (Bobby) Mehta the President and Chief Executive Officer of the Registrants dated December 6, 2012. ***
10.12* Consulting Agreement with Siddharth N. (Bobby) Mehta dated December 6, 2012. ***
10.13*
Amendment dated December 6, 2012 to the Stockholders’ Agreement of TransUnion Holding Company, Inc. made as of April 30, 2012 with Siddharth N. (Bobby) Mehta. ***
10.14*
Stock Repurchase Agreement dated December 6, 2012 between Siddharth N. (Bobby) Mehta and TransUnion Holding Company, Inc. ***
10.15 Employment Agreement with James M. Peck the President and Chief Executive Officer of the Registrants dated. ***
10.16
Letter Agreement between TransUnion Holding Company, Inc. and Reed Elsevier with respect to the employment of James M. Peck as the President and Chief Executive Officer of the Registrants dated December 6, 2012. ***
10.17 Consulting Agreement dated April 30, 2012 with Goldman Sachs & Co. and Advent International Corporation ***
14 TransUnion Code of Business Conduct dated September 2012.***
21
Subsidiaries of each Registrant. (Incorporated by reference herein from the Annual Report on Form 10-K (Exhibit 21) filed by TransUnion Corp. for the year ended December 31, 2011).
23.1* Consent of Ernst & Young LLP, independent public accountants, to TransUnion Holding Company, Inc.***
23.2** Consent of Ernst & Young LLP, independent public accountants, to TransUnion Corp.***
31.1(a)*
Certification of Principal Executive Officer for TransUnion Holding Company, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*****
31.2(a)*
Certification of Principal Financial Officer for TransUnion Holding Company, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*****
Exhibit No. Exhibit Name
31.1(b)**
Certification of Principal Executive Officer for TransUnion Corp. pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.***
31.2(b)**
Certification of Principal Financial Officer for TransUnion Corp. pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.***
32(a)*
Certification of Chief Executive Officer and Chief Financial Officer for TransUnion Holding Company, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*****
32(b)**
Certification of Chief Executive Officer and Chief Financial Officer for TransUnion Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.***
99.1*
Separate audited financial statements in accordance with Rule 3-09 of Regulation S-X for Trans Union De Mexico, S.A. for the year ended December 31, 2012****
99.2*
Separate audited financial statements in accordance with Rule 3-09 of Regulation S-X for Credit Information Bureau (India) Limited for the year ended March 31, 2012****
101.INS XBRL Instance Document***
101.SCH XBRL Taxonomy Extension Schema Document***
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document***
101.DEF XBRL Taxonomy Extension Definition Linkbase Document***
101.LAB XBRL Taxonomy Extension Label Linkbase Document***
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document***
* Applicable only to TransUnion Holding Company, Inc. ** Applicable only to TransUnion Corp. *** Previously filed in 10-K **** Filed herewith ***** Previously filed on 10-K and refiled herewith
Unless specifically noted, each Exhibit described below shall be applicable to both Registrants. i
Exhibit 31.1(a)
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, James M. Peck, certify that: 1. I have reviewed this annual report on Form 10-K/A of TransUnion Holding Company, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.
Date: April 8, 2013
/s/ James M. PeckName: James M. PeckTitle: Principal Executive Officer
Exhibit 31.2(a)
Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Samuel A. Hamood, certify that: 1. I have reviewed this annual report on Form 10-K/A of TransUnion Holding Company, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.
Date April 8, 2013
/s/ Samuel A. Hamood Name: Samuel A. Hamood Title: Principal Financial Officer
Exhibit 32(a)
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K/A of TransUnion Holding Company, Inc. (the “Company”) for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James M. Peck, as Chief Executive Officer of the Company, and Samuel A. Hamood, as Chief Financial Officer of the Company, each hereby certifies,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
Date: April 8, 2013
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of1934, as amended.
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ James M. Peck Name: James M. Peck Title: Chief Executive Officer
Date: April 8, 2013
/s/ Samuel A. Hamood Name: Samuel A. Hamood Title: Chief Financial Officer
Exhibit 99.1
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Financial Statements
Years Ended December 31, 2012 and 2011 with Report of Independent Auditors
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Financial Statements
Years Ended December 31, 2012 and 2011
Contents: Report of Independent Auditors
Audited Consolidated Financial Statements:
Consolidated Statements of Financial Position
Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Shareholders of Trans Union de México, S.A., Sociedad de Información Crediticia
We have audited the accompanying consolidated financial statements of Trans Union de México, S.A., Sociedad de Información Crediticia, and Subsidiary (the Company), which comprise the statement of financial position at December 31, 2012 and 2011, and the statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, as well as a summary of the significant accounting policies and other explanatory information.
Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
Integrante de Ernst & Young Global Limited
Av. Ejército Nacional 843-B Antara Polanco 11520 México, D.F.
Tel: 55 5283 1300 Fax: 55 5283 1392 www.ey.com/mx
We believe that the audit evidence we have obtained is sufficient and appropriate to prove a basis for our opinion.
Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Trans Union de México, S.A. Sociedad de Información Crediticia, and Subsidiary at December 31, 2012 and 2011, and its financial performance and cash flows for the years then ended, in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board.
Mancera, S.C. A Member Practice of Ernst & Young Global
Jorge SentiesMexico City
March 26, 2013
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Statements of Financial Position
(Amounts in thousands of Mexican pesos)
(Notes 1 and 2)
The accompanying notes are an integral part of these financial statements.
At December 31 At January 1 2012 2011 2011
Assets
Current assets: Cash and cash equivalents (Note 3) Ps. 441,430 Ps.339,489 Ps. 304,351
Accounts receivables:
Trade 34,967 41,792 32,321 Related parties (Note 4) 52,634 59,303 43,466
87,601 101,095 75,787
Prepaid expenses 3,121 4,555 3,693 Recoverable taxes and others 626 3,748 62
532,778 448,887 383,893
Non-current assets:
Property, furniture and equipment, net (Note 5) 109,347 107,155 83,175 Deferred income tax (Note 9) 37,200 24,897 20,828 Other assets 590 689 748 Employee retirement benefits — 524 2,546
147,137 133,265 107,297
Total assets Ps. 679,915 Ps.582,152 Ps. 491,190
Liabilities and shareholders’ equity
Short-term liabilities:
Accrued liabilities and other taxes payable (Note 6) Ps. 57,409 Ps. 43,091 Ps. 31,605 Income tax payable (Note 9) 28,884 — 7,637 Related parties (Note 4) 42,632 23,684 4,763 Expense provisions (Note 7) 87,647 80,601 87,627 Dividends payable 2,277 2,208 1,366
Total current liabilities 218,849 149,584 132,998 Long term liabilities:
Employee retirement benefits 1,041 — —
Total liabilities 219,890 149,584 132,998
Shareholders’ equity (Note 8):
Capital stock 16,000 16,000 16,000 Legal reserve 3,497 3,497 3,497 Retained earnings 440,229 412,859 338,520
Total controlling interest 459,726 432,356 358,017 Non-controlling interest 299 212 175
Total shareholders’ equity 460,025 432,568 358,192
Total liabilities and shareholders’ equity Ps. 679,915 Ps.582,152 Ps. 491,190
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(Amounts in thousands of Mexican pesos)
(Notes 1 and 2)
The accompanying notes are an integral part of these financial statements.
For the years ended December 31 2012 2011
Operating income:
Sale of credit information Ps.416,424 Ps.433,297 Additional services 458,684 363,484 Other income 51,042 27,333
926,150 824,114 Operating and administrative expenses 453,948 387,311
Operating income 472,202 436,803
Financial income 18,605 16,192 Exchange gain (loss), net 2,463 (469)
21,068 15,723
Income before income tax 493,270 452,526 Income tax (Note 9) 148,076 136,029
Comprehensive income Ps.345,194 Ps.316,497
Net income attributable to:
Controlling interest Ps.345,107 Ps.316,460 Non-controlling interest 87 37
Comprehensive income Ps.345,194 Ps.316,497
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended December 31, 2012 and 2011
(Amounts in thousands of Mexican pesos)
(Notes 1, 2 and 8)
The accompanying notes are an integral part of these financial statements.
Attributable to the equity holders of the parent
Capital stock
Legalreserve
Retainedearnings
Total equity attributable to equity holders of the parent
Non- controlling
interest
Totalshareholders’
equity
Balance at January 1, 2011 Ps. 16,000 Ps. 3,497 Ps. 338,520 Ps. 358,017 Ps. 175 Ps. 358,192 Dividends paid (242,121) (242,121) (242,121) Net income for the year 316,460 316,460 37 316,497
Balance at December 31, 2011 16,000 3,497 412,859 432,356 212 432,568 Dividends paid (317,737) (317,737) (317,737) Net income for the year 345,107 345,107 87 345,194
Balance at December 31, 2012 Ps. 16,000 Ps. 3,497 Ps. 440,229 Ps. 459,726 Ps. 299 Ps. 460,025
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Amounts in thousands of Mexican pesos)
(Notes 1 and 2)
The accompanying notes are an integral part of these financial statements.
For the years ended
December 31 2012 2011
Operating activities
Income before income tax Ps. 493,270 Ps. 452,526 Items not affecting cash flows:
Depreciation and amortization (Note 5b) 24,256 15,894 Employee retirement benefits 1,191 2,815
Changes in operating assets and liabilities:
Trade receivables 6,825 (9,471) Related parties, net 25,617 3,084 Prepaid expenses 1,434 (862) Other assets 314 426 Accrued liabilities and other taxes payable 14,318 11,486 Income tax paid (128,472) (151,421) Expense provisions 7,046 (7,026) Employee retirement benefits 374 (793)
Net cash flow provided by operating activities 446,173 316,658
Investing activities
Investments in furniture and equipment and amortizable expenses (Note 5b) (26,564) (40,241)
Net cash flow used in investing activities (26,564) (40,241)
Financing activities
Dividends paid in the year (317,668) (241,279)
Net cash flow used in financing activities (317,668) (241,279)
Net increase in cash and cash equivalents 101,941 35,138 Cash and cash equivalents at beginning of year 339,489 304,351
Cash and cash equivalents at end of year Ps. 441,430 Ps. 339,489
TRANS UNION DE MÉXICO, S.A., SOCIEDAD DE INFORMACIÓN CREDITICIA
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2012 and 2011
(Amounts in thousands of Mexican pesos)
1. Description of the Business Trans Union de México, S.A., Sociedad de Información Crediticia and Subsidiary (the Company) was incorporated on October 4, 1995 and is primarily engaged in providing credit information services. Specifically, the Company compiles, stores, processes, analyzes and sells information related to the credit histories of individuals and it provides other credit information services related to its database. The Company operates its business in terms of the Law Regulating Credit Bureaus.
Trans Union LLC (a U.S. company) is the Company’s largest shareholder (25.69% equity interest), and the remaining shareholders are Mexican credit institutions, none of whom hold more than an 18% equity interest in the Company.
At December 31, 2012 and 2011, the Company holds a majority equity interest in Servicios y Asesoría SCOBC, S.A. de C.V. (the Subsidiary), who provides the Company with professional services and was incorporated on October 22, 2007.
On March 26, 2013, the accompanying consolidated financial statements and these notes were authorized by the Company’s Finance and Administrative Director, Sergio Peña Zazueta.
2. Basis of Preparation of the Financial Statements and Summary of Significant Accounting Policies a) Basis of preparation The accompanying financial statements have been prepared in conformity with International Financing Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), effective at December 31, 2012. These are the first financial statements that the Company has prepared under IFRS (Note 11), since the Company previously prepared its financial information Mexican Financial Reporting Standards.
The accompanying financial statements were prepared on an historical-cost basis.
b) Consolidation and investment in subsidiary The accompanying consolidated financial statements include the financial information of the Company and the Subsidiary.
The Subsidiary’s financial statements have been prepared for the same accounting period and following the same accounting policies as those of the Company. The intercompany balances, equity investments and transactions were eliminated in the consolidation process.
Non-controlling interest represents the equity interest in the operating results and net assets of the Subsidiary that does not pertain to the Company. Non-controlling interest is presented as a separate component of consolidated shareholders’ equity.
c) Recognition of revenues Service revenues is recognized at the Company renders time the credit information services provided that such revenues can be reliably measured, it is likely that the Company will receive economic benefits from the transaction, the stage of completion of the transaction can be reliably measured and it is highly probable that it will completed, regardless of when the related fees are actually collected.
Sale of credit information These are sales of reports on credit extended by users.
Additional services Additional services refer to products related to the origination, monitoring, collections and administration of credit.
Sales discounts The Company grants discounts to its customers based on the number of reports they order.
Sales tax The Company recognizes its revenues net of value added tax. Value added tax is recognized in the statement of financial position under the caption Accrued liabilities and other taxes payable (Note 6).
d) Operating and administrative expenses Operating and administrative expenses are those costs related to maintaining, developing and managing the databases used to generate the Company’s credit information. These expenses consist primarily of salaries and wages, annual bonuses, social security expenses, professional fees, royalties, software, licenses, equipment depreciation and general administrative expenses.
e) Use of estimates The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions in certain areas. Actual results could differ from these estimates. The significant estimates made by management to prepare the financial statements mostly refer to the evaluation of the collectability of its trade receivables, based on the policies and considerations described below.
f) Cash and cash equivalents Cash and cash equivalents principally consist of bank deposits and highly liquid investments with maturities of less than 90 days. Such investments are stated at cost plus accrued interest.
g) Allowance for doubtful accounts The Company’s policy is to evaluate the age of its accounts receivable and their collectability, creating an allowance for doubtful accounts for each customer as needed. At December 31, 2012 and 2011, the Company has not recorded any allowance since all of its accounts receivable are payable within thirty days and management has not identified any potential risks that would reduce the certainty of their recovery.
h) Long-lived assets - Property, furniture and equipment Property, furniture and equipment is initially recorded at acquisition cost and depreciation is computed using the straight-line method based on the estimated useful lives of the related assets and at the following annual depreciation rates:
Building 1.35% Adaptations and property and leasehold improvements 10% and 20% Computer equipment 30% Automotive equipment 25% Furniture and equipment 10% Communication equipment 10%
- Impairment The carrying value of the Company’s long-term fixed assets is reviewed whenever there are indicators of impairment in the value of such assets. When the recoverable amount of an asset, which is the greater between its selling price and its value in use (the present value of future cash flows that the Company expects the asset to generate) is less than its net carrying value, the difference is recognized as an impairment loss. For the years ended December 31, 2012 and 2011, there were no indicators of impairment in the Company’s fixed assets.
i) Accrued liabilities, provisions, contingent assets and liabilities and commitments Accrued liabilities are recognized whenever (i) the Company has current obligations (legal or constructive) resulting from a past event, (ii) when it is probable the obligation will give rise to a future cash disbursement for its settlement, and (iii) the amount of the obligation can be reasonably estimated.
Contingent liabilities are recognized only when it is probable they will give rise to a future cash disbursement for their settlement. Also, commitments are only recognized when they will generate a loss.
j) Employee retirement benefits The Company has a defined benefit pension plan that covers all of its employees, which is determined based on the employees’ compensations in their final year of service, the number of years they have worked for the Company, and their age at retirement.
Seniority premiums are paid to workers as required under Mexican labor law.
The Company periodically recognizes the liability for seniority premiums and termination benefits based on independent actuarial computations using the projected unit credit method and hypotheses net of inflation. The latest actuarial computation was prepared in December 2012.
The costs (contributions) corresponding to the defined benefit pension plan are recognized in operating results when incurred.
Employee profit sharing is basically computed at 10% rate of the Company’s taxable income and it is presented in the statement of income as an ordinary expense.
The Company calculates termination benefit costs based on Mexican Labor Law and recognizes them in operating results when incurred.
Labor obligations related to retirement benefits are presented net of the corresponding asset. At December 31, 2012 and 2011, the assets related to the defined benefit plans are Ps.18,270 and Ps.16,446, respectively, and the corresponding labor obligations are Ps.19,311 and Ps.15,922, respectively.
k) Exchange differences The Company’s functional currency is the Mexican peso. Transactions in foreign currency are recorded at the prevailing exchange rate on the day of the related transactions. Foreign currency denominated assets and liabilities are valued at the prevailing exchange rate at the statement of financial position date. Exchange differences from the transaction date to the time foreign currency denominated assets and liabilities are settled, as well as those arising from the translation of foreign currency denominated balances at the statement of financial position date, are charged or credited to the income statement.
I) Income tax Current-year income tax is recognized as a short-term liability, net of prepayments made during the year.
Deferred income tax is recognized using the asset and liability method. Under this method, deferred taxes are recognized on all temporary differences between financial reporting and tax values of assets and liabilities, applying the enacted income tax rate or flat-rate business tax rate effective as of the statement of financial position date, or the enacted rate at the statement of financial position date that will be in effect when the temporary differences giving rise to deferred tax assets and liabilities are expected to be recovered or settled.
Based on projections of its taxable income, the Company estimates that it will be subject to the payment of income tax in upcoming years and as a result, it calculated its deferred income tax on an income tax basis.
m) New accounting pronouncements Following is a list of International Financial Reporting Standards applicable to the Company that were not effective at the date of the audit report on these financial statements. The Company intends to adopt these new standards when they become effective and estimates their adoption will have no material effects on its financial information.
• IAS 1, Presentation of items of other comprehensive income - Changes to IAS 1
• IAS 19, Employee Benefits (Revised)
• IFRS 10, Consolidated Financial Statements, IAS 27, Separate Financial Statements.
3. Cash and Cash Equivalents An analysis of this caption at December 31, 2012 and 2011 and at January 1, 2011 is as follows:
4. Related Parties An analysis of balances due from and to related parties (shareholders) at December 31, 2012 and 2011 and at January 1, 2011 is as follows:
At December 31 At January 1 2012 2011 2011
Cash and cash in banks Ps. 9,200 Ps. 1,896 Ps. 6,051 Investment instruments:
Security repurchase agreements and bank notes (a) 417,212 322,486 283,201
Domestic senior notes (b) 15,018 15,107 15,099
Ps. 441,430 Ps. 339,489 Ps. 304,351
a) At December 31, 2012, these investments have maturities of less than thirty days, and an annual rate of return of 4.94% (4.85% at December 31, 2011).
b) At December 31, 2012 and 2011, these are readily marketable securities that have average annual rates of return of 5.28% and 5.32%, respectively.
At December 31 At January 1 2012 2011 2011
Receivables:
Credit history services:
HSBC México, S.A. Ps. 26,031 Ps.23,819 Ps.17,212 BBVA Bancomer, S.A. 9,703 22,430 15,642 Banco Nacional de México, S.A. 7,194 8,763 6,245 Banco Mercantil del Norte, S.A. 1,565 2,716 741 Scotiabank Inverlat, S.A. 5,404 1,161 3,353 Banco Santander (México), S.A. 1,234 — — Santander Hipotecario, S.A. de C.V. 553 — — Banco Invex, S.A. 384 — — Banco Regional de Monterrey, S.A. 101 100 87 Banco Nacional del Ejército y Fuerza
Mexicana, S.N.C. 91 57 77 IXE Banco, S.A. 289 23 50 Banco Inbursa, S.A. — 14 50 Other 85 220 9
Ps. 52,634 Ps.59,303 Ps.43,466
An analysis of transactions carried out with related parties at December 31 is as follows:
On January 1, 2012, the Company entered into an amending agreement to the administrative and operating services agreement, under which the amount paid by the Company for the services received was increased from Ps.1,795 to Ps.3,552 per month.
Related party transactions are carried out based on sound practices and at market values.
At December 31 At January 1 2012 2011 2011 Payables:
Technical assistance and royalties:
Trans Union LLC Ps. 34,165 Ps.11,259 Ps. 99 Trans Union Crif 2,246 5,147 2,433 Fair Isaac 4,653 7,011 2,074 Trans Union Corporation — — 68 Other — — 89
41,064 23,417 4,763 Other accounts payable:
Santander Consumo, S.A. de C.V. 1,366 171 — Banco Inbursa, S.A. 105 — Banco de Bajío, S.A. 97 66 — GE Consumo — 30 —
Ps. 42,632 Ps.23,684 Ps. 4,763
For the year ended December 31 2012 2011 Revenues Expenses Revenues Expenses
Credit history services Ps. 499,316 Ps. 494,549 Technical assistance and royalties (a) Ps. 59,493 Ps. 71,069 Service revenues (b) 42,624 21,540
a) Paid primarily to TransUnion LLC under a trademark, licensing and IT maintenance agreement. b) For the years ended December 31, 2012 and 2011, these expenses relate to administrative and operating services provided to
Dun & Bradstreet, S.A., Sociedad de Información Crediticia (affiliate).
5. Property, Furniture and Equipment, net a) An analysis of this caption at December 31, 2012 and 2011 and at January 1, 2011 is as follows:
b) An analysis of the changes in the Company’s property, furniture and equipment for the years ended December 31, 2012 and 2011 is as follows:
At December 31 At January 1 2012 2011 2011
Land Ps. 8,642 Ps. 8,642 Ps. 8,642 Buildings, adaptations and property and leasehold
improvements 62,867 56,525 55,575 Computer equipment 151,358 134,695 100,896 Furniture and equipment 10,992 10,977 10,932 Communication equipment 13,974 12,047 8,796 Automotive equipment 4,624 3,556 2,999
252,457 226,442 187,840 Accumulated depreciation (143,110) (119,287) (104,665)
Ps. 109,347 Ps. 107,155 Ps. 83,175
Balance atDecember 31,
2011 Additions Retirements
Depreciation of the year
Balance atDecember 31,
2012
Investment Land Ps. 8,642 Ps. 8,642 Building, adaptations and leasehold
improvements 56,525 Ps. 6,342 62,867 Computer equipment 134,695 16,663 151,358 Furniture and equipment 10,977 15 10,992 Communication equipment 12,047 1,927 13,974 Automotive equipment 3,556 1,617 Ps. (549) 4,624
226,442 26,564 (549) 252,457
Accumulated depreciation
Buildings, adaptations and property and leasehold improvements (12,813) Ps. (2,669) (15,482)
Computer equipment (94,119) (18,613) (112,732) Furniture and equipment (6,322) (928) (7,250) Communication equipment (4,733) (1,181) (5,914) Automotive equipment (1,300) 433 (865) (1,732)
(119,287) 433 (24,256) (143,110)
Ps. 107,155 Ps. 26,564 Ps. (116) Ps.(24,256) Ps. 109,347
6. Accrued Liabilities and Other Taxes Payable An analysis of this caption at December 31, 2012 and 2011 and at January 1, 2011 is as follows:
Balance atDecember 31,
2010 Additions Retirements
Depreciation of the year
Balance at December 31,
2011
Investment Land Ps. 8,642 Ps. 8,642 Building, adaptations and leasehold
improvements 55,575 Ps. 950 56,525 Computer equipment 100,896 34,090 Ps. (291) 134,695 Furniture and equipment 10,932 54 (9) 10,977 Communication equipment 8,796 3,255 (4) 12,047 Automotive equipment 2,999 1,892 (1,335) 3,556
187,840 40,241 (1,639) 226,442
Accumulated depreciation
Building, adaptations and leasehold improvements (10,199) Ps. (2,614) (12,813)
Computer equipment (83,527) 286 (10,878) (94,119) Furniture and equipment (5,386) 4 (940) (6,322) Communication equipment (3,988) (745) (4,733) Automotive equipment (1,565) 982 (717) (1,300)
(104,665) 1,272 (15,894) (119,287)
Ps. 83,175 Ps. 40,241 Ps. (367) Ps.(15,894) Ps. 107,155
At December 31 At January 1 2012 2011 2011
Accrued liabilities:
Suppliers and creditors Ps. 26,292 Ps. 18,359 Ps. 7,567 Balances due to customers 3,966 1,373 1,725
30,258 19,732 9,292
Taxes and others:
Value added tax Ps. 18,483 Ps. 16,810 15,948 Social security contributions 2,492 2,226 2,055 Income tax withheld from salaries 3,615 2,969 2,775 Other taxes and withholdings 2,561 1,354 1,535
27,151 23,359 22,313
Ps. 57,409 Ps. 43,091 Ps. 31,605
7. Expense Provisions An analysis of changes in expense provisions during the years ended December 31, 2012 and 2011 is as follows:
At December 31, 2012 and 2011, expense provisions consist of expenses incurred or services contracted in the year that will be paid in the following year.
8. Shareholders’ Equity a) Capital stock The Company’s capital stock is represented by 19,466,321 common registered shares, issued and outstanding, with no par value, as outlined below. The shares are divided into two series: series “A” shares (70% shares) representing fixed minimum capital, and series “B” shares (30% shares) representing the variable portion of capital stock.
Each ordinary share of the Series “A” and “B” entitles the holder to one vote at general shareholders’ meetings.
In accordance with the Mexican Income Tax Law, capital contributions must be controlled in the so-called Restated contributed capital account (CUCA), which is restated for inflation. If there are capital reductions that exceed the CUCA balance, the difference will be subject to income tax payable by the Company at the tax rate in force at that time.
Balance atDecember 31,
2011 Increases Payments Reversals
Balance atDecember 31,
2012
Employee compensation and other benefits Ps. 32,114 Ps. 36,034 Ps. 33,810 Ps. 34,338 Fees 34,786 86,708 87,824 Ps. 2,346 31,324 Software and licenses 11,062 34,819 29,444 315 16,122 Other 2,639 22,779 19,062 493 5,863
Ps. 80,601 Ps. 180,340 Ps. 170,140 Ps. 3,154 Ps. 87,647
Balance atJanuary 1,
2011 Increases Payments Reversals
Balance atDecember 31,
2011
Employee compensation and other benefits Ps. 28,362 Ps. 34,699 Ps. 26,572 Ps. 4,375 Ps. 32,114 Fees 34,230 56,426 54,193 1,677 34,786 Software and licenses 23,103 30,760 41,488 1,313 11,062 Other 1,932 46,137 44,672 758 2,639
Ps. 87,627 Ps. 168,022 Ps. 166,925 Ps. 8,123 Ps. 80,601
b) Legal reserve In conformity with the Mexican Corporations Act, the Company is required to appropriate at least 5% of the net income of each year to increase the legal reserve. This practice must be continued until the legal reserve reaches 20% of the value of capital stock. The legal reserve at December 31, 2012 and 2011 is Ps.3,497.
c) Dividends At regular shareholders’ meetings held on April 23, 2012 and April 28, 2011, respectively, the shareholders declared the following dividends:
The Mexican Income Tax Law establishes that dividends declared from income on which corporate income tax has already been paid shall not be subject to further taxation; therefore, taxable income must be controlled in a so-called Net taxed profits account (CUFIN). Any distribution of earnings in excess of this account will be subject to corporate income tax at the tax rate in effect at that time. The afore-aforementioned dividends did not exceed the Company’s CUFIN balance.
d) Tax balances At December 31, 2012, 2011 and 2010, the Company has the following tax balances:
9. Income tax Income tax Income tax is computed considering taxable income minus authorized deductions. These items include certain inflationary effects, such as the restatement of depreciation expense and the effects of inflation on certain monetary assets and liabilities by means of the annual inflation adjustment.
2012 2011
Dividends declared Ps. 317,737 Ps. 242,121 Number of shares 19,466,321 19,466,321
Dividend per share (pesos) Ps. 16.32 Ps. 12.43
2012 2011 2010 Restated contributed capital account
(CUCA) Ps. 23,766 Ps. 22,949 Ps. 22,107 Net taxed profits account (CUFIN) Ps. 437,627 Ps. 389,573 Ps. 306,949
For the years ended December 31, 2012 and 2011, income tax was computed by applying the 30% rate to the Company’s taxable income.
The Mexican Federal Internal Revenue Act for fiscal year 2013 establishes that the corporate income tax rate will be 30%. In addition, the law includes changes to the income tax rate that will take effect as of 2014, as follows:
Flat-rate business tax In 2012 and 2011, FRBT is computed by applying the 17.5% rate to income determined on the basis of cash flows, net of authorized credits represented primarily by compensations and benefits paid to the Company’s personnel.
FRBT is payable only to the extent it exceeds income tax for the same period. To determine FRBT payable, income tax paid in a given period is first subtracted from the FRBT of the same period.
For 2012 and 2011, the Company’s income tax exceeded its FRBT and as a result, the Company calculated its income tax as follows:
An analysis of income tax charged to the statement of income for the years ended December 31, 2012 and 2011 is as follows:
i) for 2014 the rate will be 29%
ii) for 2015 and succeeding years the rate will be 28%
2012 2011
Taxable income of the Company and Subsidiary Ps. 534,619 Ps. 466,993 Statutory income tax rate 30% 30%
Current year income tax 160,385 140,098 Tax prepayments (131,501) (143,597)
Income tax payable (recoverable) (a) Ps. 28,884 Ps. (3,499)
(a) At December 31, 2011, this recoverable balance is recorded in the statement of financial position under the Recoverable taxes and others caption.
2012 2011
Current year income tax Ps. 160,385 Ps. 140,098 Deferred income tax (12,309) ( 4,069)
Ps. 148,076 Ps. 136,029
A reconciliation of the statutory tax rate to the effective rate recognized by the Company for the years ended December 31, 2012 and 2011 is as follows:
The temporary differences in statement of financial position accounts for financial and tax reporting purposes that give rise to the deferred income tax are as follows:
The Company computed deferred income tax by applying the 30% income tax rate to the principal temporary differences between the accounting and tax values of its statement of financial position accounts, since this is the rate that the Company expects to be the enacted rate at the time most of the deferred income tax assets and liabilities will materialize.
10. Risk Management and Contingencies - Risk management and contingencies The Company is primarily exposed to credit, liquidity and market risks, which the Board of Directors reviews and monitors through the Corporate Practices Committee.
2012 2011
Income before income tax Ps. 493,270 Ps. 452,526 Plus (less):
Annual inflation adjustment (10,947) (9,529) Non-deductible expenses 3,828 2,674 Income for tax, not book purposes, fixed assets
and other items 7,438 7,759
493,589 453,430 Statutory income tax rate 30% 30%
Total current-year and deferred income tax Ps. 148,076 Ps. 136,029
Effective income tax rate 30% 30%
At December 31 At January 1 2012 2011 2011
Deferred tax assets:
Expense provisions Ps.34,077 Ps. 22,178 Ps.19,226 Trade advances 49 218 310 Employee retirement benefits 312 — — Property, furniture and equipment 3,662 3,560 2,964
38,100 25,956 22,500
Deferred tax liabilities:
Prepaid expenses (900) (902) (908) Employee retirement benefits — (157) (764)
(900) (1,059) (1,672)
Deferred tax asset, net Ps.37,200 Ps. 24,897 Ps.20,828
Credit risk Credit risk represents the potential loss from the failure of the customer or financial instrument counterparty to meet all of its payment obligations. This risk is primarily due to cash and cash equivalents and trade receivables.
The Company believes that its credit risk is limited due to the nature of its operations and the profile of its customers, which are mostly shareholders. For the years ended December 31, 2012 and 2011, the Company’s accounts receivable reflect no risk of uncollectability or considerably old accounts and therefore, the Company has not recorded any allowance for bad debts. Company policy is to maintain its surplus cash in demand bank deposits in Mexican banks with strong credit ratings. At December 31, 2012 and 2011, the Company has not identified any risks related to impairment or uncollectability of its cash and cash equivalents.
Liquidity risk Liquidity risk is the risk that the Company will be unable to cover its financial obligations when they mature. The Company’s goal is to ensure, insofar as possible, that it always has sufficient liquidity to settle its financial liabilities when they mature, under both normal and adverse conditions, without incurring unacceptable losses or putting the entity’s financial position at risk. At December 31, 2012 and 2011, the Company has no financial liabilities and management has the necessary levels of cash in hand to meet its obligations.
Market risk Market risk is the risk of fluctuation in market prices, such as interest rates and exchange rates. At December 31, 2012 and 2011, the Company’s foreign currency denominated position (U.S. dollars) is considered immaterial and is USD 3,446 (long) and USD 1,468 (short), respectively. At such dates, the Company is not exposed to any material interest rate risks since it has financial liabilities and its investments in cash and cash equivalents have short-term maturities and are conducted at market rates. The Company does not carry out transactions with derivative financial instruments.
- Contingencies The Company is party to several civil lawsuits, which according to its lawyers, could result in the Company being ordered to pay damages to the plaintiffs, as well as an award for their pain and suffering. At December 31, 2012 and 2011, the amounts of these civil lawsuits cannot be quantified since the cases are still in the litigation stages; however, the possible effects are considered to be immaterial.
11. First Time Adoption of International Financial Reporting Standards (IFRS)
The main effects on the Company’s financial information resulting from its first time adoption of International Financial Reporting Standards are as follows:
- Adoption date (January 1, 2011)
- At December 31, 2011
2011 2011 Mexican FRS Adjustments IFRS Current assets Ps.383,893 Ps. — Ps.383,893 Property, furniture and equipment (Comment 1) 88,792 (5,617) 83,175 Deferred income tax (Comment 4) 21,878 (1050) 20,828 Deferred employee profit sharing (Comment 2) 750 ( 750) — Employee retirement benefits — 2,546 2,546 Other assets 748 — 748
Total assets Ps.496,061 Ps. (4,871) Ps.491,190
Short-term liabilities: Ps.132,998 Ps. — Ps.132,998 Employe retirement benefits (Comment 3) 7,321 ( 7,321) —
Total liabilities 140,319 ( 7,321) 132,998
Shareholders’ equity:
Capital stock (Comment 1) 24,559 (8,559) 16,000 Legal reserve (Comment 1) 4,912 (1,415) 3,497 Retained earnings 326,271 12,424 338,695
Total shareholders’ equity 355,742 2,450 358,192
Total liabilities and shareholders’ equity Ps.496,061 Ps. (4,871) Ps.491,190
2011
Mexican FRS Adjustments 2011 IFRS
Current assets Ps.448,887 Ps. — Ps.448,887 Property, furniture and equipment (Comment 1) 112,485 ( 5,330) 107,155 Deferred income tax (Comment 4) 25,388 ( 491) 24,897 Deferred employee profit sharing (Comment 2) 939 ( 939) — Other assets 689 — 689 Employee retirement benefits (Comment 3) — 524 524
Total assets Ps.588,388 Ps. (6,236) Ps.582,152
The comments on the captions shown above are as follows:
Comment 1: This adjustment corresponds to the elimination of the accumulated effects of inflation on the Company’s financial information, which the Company recognized on non-monetary items under Mexican FRS through December 31, 2007. Under IFRS, the economic environment the Company operates in is not considered inflationary and so the Company is not required to recognize the effects of inflation on its financial information.
Comment 2: Under Mexican FRS, entities are required to calculate and recognize deferred employee profit sharing, which is not addressed under IFRS.
Comment 3: Under Mexican FRS, the Company is required to recognize labor liabilities related to termination benefits payable under the Mexican Labor Law to employees who leave the Company for reasons other than retirement. These labor obligations are addressed by under IFRS.
Comment 4: Effect of deferred income tax on the above-mentioned adjustments.
Comment 5: In 2011, the above-mentioned adjustments also affected the income statement, but only in the Operating and administrative expenses caption, which is why the complete statement of income is not provided below to show the changes in the income statement corresponding to the adoption of IFRS. These cumulative adjustments represent a net decrease of Ps. 1,303 in the net income. An analysis of these adjustments is as follows:
2011 2011 Mexican FRS Adjustments IFRS Short-term liabilities: Ps.149,584 Ps. — Ps.149,584 Employee retirement benefits (Comment 3) 7,383 (7,383) —
Total liabilities 156,967 (7,383) 149,584
Shareholders’ equity:
Capital stock (Comment 1) 24,559 (8,559) 16,000 Legal reserve (Comment 1) 4,912 (1,415) 3,497 Retained earnings 401,950 11,121 413,071
Total shareholders’ equity 431,421 1,147 432,568
Total liabilities and shareholders’ equity Ps.588,388 Ps. (6,236) Ps.582,152
For the year ended December 31, 2011
Net income for
the year
Operating and administrative
expenses
Balance under Mexican FRS Ps. 317,800 Ps.385,449 Plus (less):
Effects of inflation 287 (287) Employee benefits (1,960) 1,960 Deferred employee profit sharing (189) 189
315,938 Ps.387,311
Effect of deferred income tax 559
Net balance under IFRS Ps. 316,497
Exhibit 99.2
AUDITORS’ REPORT TO THE MEMBERS OF CREDIT INFORMATION BUREAU (INDIA) LIMITED
1. We have audited the attached Balance Sheet of CREDIT INFORMATION BUREAU (INDIA) LIMITED (“the Company”) as at March 31, 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, bothannexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financialstatements. An audit also includes assessing the accounting principles used and the significant estimates made by theManagement, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement
with the books of account;
(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in
compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
(e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the
information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012; (ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and
(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
CIBIL Annual Report 2011-12
st
For DELOITTE HASKINS & SELLSChartered Accountants
(Registration No. 117366W)
Kalpesh J. Mehta Partner
(Membership No. 48791)
ANNEXURE TO THE AUDITORS’ REPORT (Referred to in paragraph 3 of our report of even date)
5. On the basis of the written representations received from the Directors as on 31 March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
MUMBAI, June 21, 2012 KJM/MJ
(i) Having regard to the nature of the Company’s business/activities/results/transactions etc., clauses (ii), (vi), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix) and (xx) of CARO are not applicable.
(ii) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the
fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of
verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals.According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the
Company and such disposal has, in our opinion, not affected the going concern status of the Company. (iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in
the Register maintained under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systemcommensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the saleof services. During the course of audit, we have not observed any major weakness in such internal control system.
CIBIL Annual Report 2011-12
st
st
For DELOITTE HASKINS & SELLSChartered Accountants
(Registration No. 117366W)
(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contractsor arrangements that needed to be entered in the Register maintained under Section 301 of the Companies Act, 1956.
(vi) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by theManagement have been commensurate with the size of the Company and the nature of its business.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Wealth Tax
and other material statutory dues with the appropriate authorities during the year.
(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, and other material statutory dues in
arrears as at 31 March, 2012 for a period of more than six months from the date they became payable.
(c) Details of dues of Service Tax which were unpaid as on 31 March, 2012 which have not been deposited on account of
disputes are given below:
Statute Nature of Dues Forum where
Dispute is pending
Period to which the amount
relates Amount involved
(Rs. in 000’s)
The Service Tax Act
Service Tax
Assistant Commissioner, Service
Tax
2003-2004 to
2004-2005
1,777
(viii) In our opinion and according to the information and explanations given to us and on an overall examination of the BalanceSheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.
(ix) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company hasbeen noticed or reported during the year.
MUMBAI, June 21, 2012
Kalpesh J. MehtaPartner
(Membership No. 48791)KJM/MJ
CIBIL Annual Report 2011-12
st
st
CREDIT INFORMATION BUREAU (INDIA) LIMITED BALANCE SHEET AS AT MARCH 31, 2012
Notes 1 to 30 annexed hereto form an integral part of the financial statements.
Note No.
MAR 31, 2012
(000’s) MAR 31, 2011
(000’s)
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 3 250,000 250,000 Reserves and surplus 4 949,703 682,788
1,199,703 932,788 Non-current liabilities
Deferred tax liabilities (net) 5 16,503 21,595 Other long-term liabilities 6 6,002 9,645 Long-term provisions 7 37,190 23,631
59,695 54,871 Current liabilities
Trade payables 8 80,606 74,805 Other current liabilities 9 19,540 47,759 Short-term provisions 7 85,763 47,929
185,909 170,493
TOTAL 1,445,307 1,158,152
ASSETS
Non-current assets
Fixed assets 10
Tangible assets 110,101 117,634 Intangible assets 93,082 79,630 Intangible assets under development 10,863 8,504
214,046 205,768 Non-current investments 11 105,000 — Long-term loans and advances 12 47,030 50,973
366,076 256,741 Current assets Current investments 13 13,000 62,500 Trade receivables 14 135,504 96,235 Cash and bank balances 15 893,381 682,952 Short-term loans and advances 12 24,526 17,073 Other current assets 16 12,820 42,651
1,079,231 901,411
TOTAL 1,445,307 1,158,152
Summary of significant accounting policies 2
In terms of our report attached. For and on behalf of the Board
For Deloitte Haskins & Sells M. V. Nair Arun Thukral Chartered Accountants Chairman Managing Director
Kalpesh J. Mehta Partner Mumbai, 21st June, 2012
Vivek Kumar AggarwalCFO & Exec. VP - HR, Legal & Strategy
Swati Naik Company Secretary & Sr. Manager - Legal
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012
Notes 1 to 30 annexed hereto form an integral part of the financial statements.
Note No. MAR 31, 2012 MAR 31, 2011 (000’s) (000’s)
Income
Revenue from operations 17 1,034,503 758,117 Other income 18 81,661 48,489
Total revenue 1,116,164 806,606
Expenses
Employee benefits expense 19 167,662 122,043 Establishment and other expenses 20 262,549 210,461 Royalty 147,603 99,376 Finance costs 21 1,211 1,220 Depreciation and amortisation expense 55,522 49,720
Total expenses 634,547 482,820
Profit before tax 481,617 323,786 Less: Tax expense
Current tax 161,839 109,100 Earlier years tax written back (156) (258) Deferred tax charge / (credit) (5,092) 25
156,591 108,867
Profit for the year 325,026 214,919
Earning per equity share—Basic and Diluted(nominal value Rs 10 per share)
29
13.00
8.60
Summary of significant accounting policies 2
In terms of our report attached. For and on behalf of the Board
For Deloitte Haskins & Sells Chartered Accountants
M.V. Nair Chairman
Arun Thukral Managing Director
Kalpesh J. Mehta Partner Mumbai, 21st June, 2012
Vivek Kumar AggarwalCFO & Exec. VP - HR, Legal & Strategy
Swati Naik Company Secretary & Sr. Manager - Legal
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2012
MAR 31, 2012 MAR 31, 2011 (000’s) (000’s)
CASH FLOW FROM OPERATING ACTVITIES
Profit before tax 481,617 323,786 Add/(Less): Non operating (income) / expenses
Depreciation and amortisation 55,522 49,720 Loss on sale /write off of fixed assets 2,119 779 Interest on fixed deposits (79,231) (48,198) Interest on income tax refund (2,430) — Provision for employee benefits 19,826 14,008 Doubtful debts (written back) — (290) Interest on taxes and others 1,211 1,219 Doubtful advances written off / provided 895 743
Cash flow before changes in working capital 479,529 341,767
Adjustments for changes in working capital
Increase/(decrease) in liabilities and trade payables (26,264) 48,251 Decrease/(increase) in trade receivables (39,270) (9,677) Decrease/(increase) in loans, advances and other current assets (1,598) (1,328)
Total (67,132) 37,246 Less: Taxes Paid 146,908 101,792
Cash generated from Operations (A) 265,489 277,221
CASH FLOW FROM INVESTING ACTVITIES
Purchase of fixed assets (including capital advance) (74,299) (86,758) Purchase of fixed deposits with financial institution (118,000) (94,900) Proceeds from fixed deposits with financial institution 62,500 42,300 Proceeds from sale of fixed asset 424 1,072 Purchase of fixed deposits (with maturity more than 3 months) (1,109,100) (521,800) Proceeds from fixed deposits (with maturity more than 3 months) 877,700 380,000 Interest on tax refund 2,223 — Interest received on fixed deposits 101,149 31,460
Cash used in Investing Activities (B) (257,404) (248,626)
CASH FLOW FROM FINANCING ACTVITIES
Dividend paid on equity shares (25,000) — Tax on equity dividend paid (4,056) —
Cash used in financing activities (C) (29,056) —
Net Increase in cash equivalent(A+B+C) (20,971) 28,595 Add: Opening cash & cash equivalents 42,352 13,757
Closing cash and cash equivalents at the end of the year (refer note 15) 21,381 42,352
In terms of our report attached. For and on behalf of the Board
For Deloitte Haskins & Sells M. V. Nair Arun Thukral Chartered Accountants Chairman Managing Director
Kalpesh J. Mehta Partner Mumbai, 21st June, 2012
Vivek Kumar AggarwalCFO & Exec. VP - HR, Legal Strategy
Swati Naik Company Secretary & Sr. Manager - Legal
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
The Company, Credit Information Bureau (India) Limited (CIBIL) functions as a Credit Information Company. CIBILmaintains a repository of information which has been pooled in by all banks and lending institutions operating in India andcontains credit history of commercial and consumer borrowers. CIBIL provides this information to its members, specified usersand consumers in the form of credit information reports.
The Company follows the accrual concept in the preparation of accounts. The Balance Sheet and the Profit and Loss Account ofthe Company are prepared in accordance with the provisions contained in Section 211 of the Companies Act, 1956, read withRevised Schedule VI thereto. The preparation of the financial statements requires the Management to make estimates and assumptions considered in thereported amounts of assets and liabilities (including contingent liabilities) as on the date of the financial statements and thereported income and expenses. The Management believes that the estimates used in preparation of the financial statements areprudent and reasonable. Actual result could differ from the estimates and the differences between the actual results and theestimates are recognised in the periods in which the results are known / materialised. Any changes in such estimates arerecognised prospectively.
Grants received and accrued are recognised as income over the periods necessary to match them with the costs for which theyare intended to compensate, based on the claims made as laid down in Accounting Standard “Accounting for Government Grants” (AS-12) notified by the Companies (Accounting Standards) Rules, 2006.
Foreign currency transactions are recorded at rates as on the date of the transaction. Exchange differences arising on foreigncurrency transactions settled during the year are recognised in the Statement of Profit and Loss. All foreign currency denominated monetary assets and liabilities are translated at the exchange rates prevailing on the BalanceSheet date. The resultant exchange differences are recognised in the Statement of Profit and Loss.
1. CORPORATE INFORMATION
2. SIGNIFICANT ACCOUNTING POLICIES 2.1 System of accounting
2.2 Revenue recognition a) Initial Membership Fees are recognised on admission of members.
b) Annual Membership Fees are recognised proportionately for the period of such membership. c) Service Report Fees are recognised on rendering of services.
d) Interest and other dues are recognised on accrual basis.
2.3 Grants
2.4 Foreign currency translation
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest (if any).
Projects under which intangible assets are not ready for their intended use and intangible assets under development arecarried at cost, comprising direct cost, related incidental expenses and attributable interest (if any).
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor arerecognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on astraight-line basis.
The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment of assets. If anyindication of such impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if thecarrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling priceand their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on anappropriate discount factor. When there is indication that an impairment loss recognised for an asset in prior accounting periodsno longer exists or may have decreased such reversal of impairment loss is recognised.
2.5 Tangible assets and depreciation
a) Tangible assets have been stated at purchase/acquisition cost inclusive of installation cost less accumulated depreciation.
b) Leasehold improvements are amortised over the period of the lease.
c) The Company adopts Straight Line Method of depreciation at the rates prescribed under Schedule XIV to the Companies
Act, 1956 or Management’s experience and estimate of useful life of assets, whichever is higher, as detailed below:
Asset Head Depreciation Rates
Computers 16.67% Office Equipment 16.67% Furniture & Fixtures 16.67% Electrical Installations 16.67% Vehicles 25.00% Mobile Phones 50.00%
d) Capital work-in-progress:
2.6 Intangible assets and amortisation
a) Intangible assets are stated at cost less accumulated amortisation.
b) Intangible assets are amortised on the Straight Line Basis over the useful life. System Softwares (including relatedApplication Softwares) are amortised over the estimated useful life or six years whichever is lower. Trademark cost isamortised over 5 years. Any expenses on Software for support and maintenance are charged to the Statement of Profit andLoss.
c) Intangible assets under development:
2.7 Operating leases
2.8 Impairments of asset
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts ofcash and which are subject to insignificant risk of changes in value.
Defined Benefits Plan:
2.9 Investments
a) Long term Investments are carried at cost Less provision (if any) for diminution (other than temporary) in value of such
investments. b) Current Investments are carried at the Lower of cost or fair value on an individual basis.
2.10 Cash and cash equivalents
2.11 Employee benefits
a) Liability in respect of Privilege Leave which is of short term nature and Leave Travel Allowance is provided based on the
expected cost and period of service which entitles the employee to such benefits.
b) The Company’s contribution to recognised Provident Fund paid / payable during the year is recognised in the statement of
profit and loss.
c) The Company has a long term incentive plan for eligible employees whereby they are entitled for cash payment againstappreciation in notional value of share units (that is determined based on EPS and benchmarked multiple) over long term.Provision is made for any such appreciation at end of every year, till the grant is either exercised or lapsed, and the cost isfully charged to the Statement of Profit and Loss as part of Employees benefits expenses.
d) Liability for compensated absences in respect of sick leave and privilege Leave which is of long term nature is actuarially
determined based on the Project Unit Credit method.
e) The Company’s liability towards gratuity is determined using the projected unit credit method which considers each periodof service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the finalobligation. Actuarial gains and losses based on actuarial valuation done by an independent actuary carried out annually arerecognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the presentvalue of estimated future cash flows using a discounted rate that is determined by reference to market yields at the BalanceSheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currencyand estimated terms of the defined benefit obligation.
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
Current Tax is the amount of the tax payable on the taxable income for the year as determined in accordance with the provisionsof the Income Tax Act, 1961. Deferred Tax is recognised on timing differences, being the differences between the taxable income and the accounting incomethat originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax Assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certaintythat there will be sufficient future taxable income available to realise such losses. Other Deferred Tax Assets are recognised ifthere is reasonable certainty that there will be sufficient future taxable income to realise such assets. Deferred tax assets are reviewed at each balance sheet date for their realisabilty.
A provision is recognised when the Company has a present legal or constructive obligation as a result of past events and it isprobable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.Provisions (excluding employee benefits) are not discounted to their present value and are determined based on best estimaterequired to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflectthe current best estimates. Contingent liabilities are disclosed in Notes to Accounts.
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for theeffects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cashflows from operating, investing and financing activities of the Company are segregated based on the available information.
2.12 Taxes on income
2.13 Provisions and contingencies
2.14 Cash flow statement
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 3 Share Capital
The Company has only one class of equity shares having a par value of 10 per share. Members of the Company holding equity sharescapital therein have a right to vote, on every resolution placed before the Company and right to receive dividend. The voting rights ona poll is in proportion to the share of the paid up equity capital of the Company held by the shareholders. The Company declaresdividends in Indian rupees. The interim and final dividend is proposed by the Board of Directors. However, the final dividend issubject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equityshareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s)
Authorised capital
50,000,000 (31st March 2011: 50,000,000) equity shares of Rs 10/-each 500,000 500,000
Issued, Subscribed and fully paid up shares
25,000,000 (31st March 2011: 25,000,000) equity shares of Rs 10/-each 250,000 250,000
TOTAL 250,000 250,000
a. Reconciliation of equity shares at the beginning and at the end of the year.
Mar 31, 2012 Mar 31, 2011
Particulars No (000’s) (000’s) No (000’s) (000’s)
Equity shares at the beginning of the year 25,000 250,000 25,000 250,000
Equity shares outstanding at the end of the 25,000 250,000 25,000 250,000
b. Details of shareholders holding more than 5% shares in the company
Mar 31, 2012 Mar 31, 2011Name of the shareholder No (000’s) % of Holding No (000’s) % of Holding
Transunion International Inc 6,875 27.50% 4,998 19.99% State Bank of India 2,500 10.00% 2,500 10.00% ICICI Bank Limited 2,500 10.00% 2,500 10.00% HDFC Limited 1,250 5.00% 2,500 10.00%
c. Details of rights, preferences and restrictions attached to the equity shareholders.
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 4 Reserves and Surplus
Note 5 Deferred tax liabilities (net) The major components of deferred tax liabilities and deferred tax assets are as under:
Note 6 Other long-term liabilities
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
General Reserve
Balance as per last balance sheet — — Add: transfer from profit and loss 24,377 —
Closing Balance 24,377 —
Surplus in the statement of profit and loss
Balance as per last balance sheet 682,788 496,925 Add: Profit for the year 325,026 214,919 Less: Appropriations —
Transfer to general reserve 24,377 — Proposed equity dividend 50,000 25,000 Tax on proposed equity dividend 8,111 4,056
Total appropriations 82,488 29,056
Net surplus in statement of profit and loss 925,326 682,788
949,703 682,788
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Deferred tax liabilities (A)
Depreciation 34,669 30,161 Deferred tax assets (B)
Provision for employee benefits 14,998 8,566 Provision for expenses 3,168 —
Net deferred tax liabilities (A-B) 16,503 21,595
Charge / (credit) for the year (5,092) 25
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Deferred income 6,002 9,645
6,002 9,645
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 7 Provisions
Note 8 Trade payables
Footnote: Trade payables includes Nil (Previous Year 173(000’s) payable to “Suppliers” who have confirmed that they are registered under the Micro, Small and Medium Enterprises Development Act, 2006. No interest has been paid / payable by theCompany during the year to these “Suppliers”.
Note 9 Other current liabilities
Long-term Short-term Mar 31, 2012 Mar 31, 2011 Mar 31, 2012 Mar 31, 2011 (000’s) (000’s) (000’s) (000’s)
Provision for employee benefits
Provision for gratuity 1,000 1,000 — — Provision for compensated absence 24,890 17,431 2,837 1,971 Provision for employee stock appreciation right (refer note 22 (iv)) 11,300 5,200 6,200 800
37,190 23,631 9,037 2,771
Other provisions
Provision for income tax — — 18,605 16,102 Provision for wealth tax 10 — Provision for proposed dividend — — 50,000 25,000 Provision for dividend tax — — 8,111 4,056
— — 76,726 45,158
37,190 23,631 85,763 47,929
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s)
Due to:
- Micro and small enterprises (refer note) — 173 - Others 80,606 74,632
80,606 74,805
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Other payables
Advance from customers 12,053 24,201 Income received in advance 5,079 4,199 Taxes payable 2,238 19,176 Others 170 183
19,540 47,759
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
Note 10
Fixed assets
(000’s)
(000’s) Gross block Depreciation and amortisation Net block
As at March Additions Deductions As at March As at March Charge Deductions As at March As at March As at
March Description 31, 2011 during the year 31, 2012 31, 2011 during the year 31, 2012 31, 2012 31, 2011 Tangible assets
Leasehold improvements 28,405 — 474 27,931 13,352 3,405 474 16,283 11,648 15,053 Computers 165,605 24,145 17,036 172,714 76,629 24,383 16,476 84,536 88,178 88,976 Office equipments 11,836 1,353 3,123 10,066 5,498 1,558 1,232 5,824 4,242 6,338 Furniture and fixtures 4,840 16 — 4,856 3,014 354 — 3,368 1,488 1,826 Electrical installations 418 — 26 392 167 48 26 189 203 251 Vehicles 6,315 929 — 7,244 1,126 1,776 — 2,902 4,342 5,190
Tangible assets total - current yr 217,419 26,443 20,659 223,203 99,786 31,524 18,208 113,102 110,101 117,634
Tangible assets total - previous yr (163,312) (58,607) (4,500) (217,419) (74,077) (28,358) (2,650) (99,785) (117,634) Intangible assets 233,993 37,540 56,033 215,500 154,529 23,956 55,942 122,543 92,957 79,464
Software Trademark 176 — — 176 9 42 — 51 125 166
Intangible assets total - current yr 234,169 37,540 56,033 215,676 154,538 23,998 55,942 122,594 93,082 79,630
Intangible assets total - previous yr (210,670) (23,499) — (234,169) (133,176) (21,363) — (154,539) (79,630)
Intangible assets under development - current year 8,504 8,869 6,510 10,863 — — — 10,863 8,504
Intangible assets under development - previous year — (8,504) — (8,504) — — — (8,504)
Total assets - current year 460,092 72,852 83,202 449,742 254,324 55,522 74,150 235,696 214,046 205,768
Total assets - previous year (373,982) (90,610) (4,500) (460,092) (207,253) (49,721) (2,650) (254,324) (205,768) —
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 11 Non-current investments
Note 12 Loans and advances
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s)
Fixed deposits with financial institution 105,000 —
105,000 —
Long-term Short-term Mar 31, 2012 Mar 31, 2011 Mar 31, 2012 Mar 31, 2011 (000’s) (000’s) (000’s) (000’s)
Unsecured, considered good;
(a) Capital advances 8,865 908 — —
8,865 908 — —
(b) Other loans & advances
Advance income tax (net) 24,617 38,784 — — Advance wealth tax 19 11 — — Deposits 10,908 10,833 — — Prepaid expenses 2,621 437 22,534 16,724 Employee advances (refer note below) — — 786 122 Other advances — — 1,206 227
38,165 50,065 24,526 17,073
47,030 50,973 24,526 17,073
Footnote:
Employee advances include amounts due from:
Managing director 146 —
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012
Note 13 Current investments
Note 14 Trade receivables
Note 15 Cash and bank balances
Note 16 Other current assets
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s)
Fixed deposits with financial institution 13,000 62,500
13,000 62,500
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Trade receivables outstanding
Unsecured, considered good: - Outstanding for more than 6 months from the date they
were due for payment — 289 - Others 135,504 95,946
135,504 96,235
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Cash and cash equivalents as per Accounting Standard 3
Cash on hand — 2 Cheques on hand — 1,422 Balances with Banks:
Current accounts 21,381 40,928
21,381 42,352
Other bank balances
Fixed deposits with original maturity more than 12 months 872,000 640,600
872,000 640,600
893,381 682,952
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Unsecured, considered good;
Interest accrued on fixed deposits 10,177 32,095 Grants receivable — 3,902 Service tax advance 1,260 5,478 Interest on income tax refund 1,383 1,176
12,820 42,651
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 17 Revenue from operations
Note 18 Other income
Note 19 Employees benefits expense
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Sale of services
Membership and annual fees 30,522 27,671 Service reports fees 988,596 707,579
Other operating income
Grants 7,184 21,282 Service credits 3,821 — Others 4,380 1,585
1,034,503 758,117
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Interest income:
Interest income on fixed deposits 79,231 46,645 Interest from customers on amounts overdue 378 Interest on income tax refund 2,430 1,176
Other non-operating income
Reversal of provision for doubtful debts — 290
81,661 48,489
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Salaries and allowances ( refer note 22) 137,696 99,858 Contribution to provident and other funds 6,814 6,335 Provision for employee stock appreciation rights (refer note 22
(iv)) 11,500 6,000 Staff welfare expenses 11,652 9,850
167,662 122,043
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes forming part of financial statements for the year ended March 31, 2012 Note 20 Establishment and other expenses
Service tax which is being claimed for setoff as input credit has not been included in the expenditure above.
Note 21 Finance costs
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Office rent 58,048 57,802 Electricity charges 4,963 6,665 Repairs and maintenance:
Computers and server expenses 30,628 32,244 Software support expenses 29,111 21,287 Building repairs 616 1,224 Office maintenance and services 3,968 2,514 Other repairs 152 —
Insurance charges 654 400 Rates and taxes 889 1,813 Travelling and conveyance expenses 8,561 7,685 Connectivity and communication expenses 4,726 5,501 Data centre fees 14,149 — Legal and professional services 76,910 55,483 Auditors’ remuneration (refer note) 1,008 885 Advertising and business development expenses 17,287 9,303 Miscellaneous expenses 4,645 4,055 Printing and stationery expenses 2,862 2,022 Provision for doubtful tds 895 743 Donations and social cause 355 56 Fixed Asset write off 655 — Loss on sale of fixed assets 1,464 779 Loss on foreign exchange fluctuations 3 —
262,549 210,461
Footnote:
Auditors’ remuneration:
i) For audit 700 600 ii) For tax audit 210 180 iii) For taxation matters 20 — iv) For other services 75 100 v) For reimbursement of expenses 3 5
1,008 885
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s)
Interest on delayed / deferred payment of income tax 1,009 1,220 Interest on overdue fees reversed 202 —
1,211 1,220
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes to Financial Statements for the year ended March 31, 2012 Note 22
Net employee benefit expense:
Changes in present value of the defined benefit obligation:
Changes in fair value of plan assets:
(i) Salaries and allowances includes 8,633 (000’s)- (Previous Year 6,746 (000’s)-) towards provision made in respect of accumulated Compensated Absences which is in the nature of Long Term Employee Benefits and has been actuariallydetermined as per the AS 15 (Revised).
(ii) Contribution to Provident Fund of 5,604(000’s) (Previous Year 4,242 (000’s)) have been recognised in the Statement of Profit and Loss.
(iii) Gratuity is currently valued on estimated basis and the Gratuity valuation is certified by the actuary and relied upon by theauditors.
Current Year
(000’s) Previous Year
(000’s)
Current service cost 1,159 835 Interest cost on benefit obligation 444 290 Expected/ Actual Return on Plan (513) (158) Assets
Net actuarial Losses / (Gains) recognised in the year 105 619 Past Service Cost 76 76 Other effects of limit of Para 59(b) 7 —
Net benefit expense 1,278 1,662
Charge to Statement of Profit & Loss 1,278 1,662
Actual return on plan assets 585 318
Current Year Previous Year (000’s) (000’s) Opening defined obligation 4,297 2,716 Interest cost 444 290 Current service cost 1,159 835 Benefits paid (51) (323) Actuarial (Gains)/Losses on obligations 177 779 Past service cost — —
Closing defined benefit obligation 6,026 4,297
Current Year Previous Year (000’s) (000’s)
Expected Employer’s contribution for next year 2,000 2,400
Current Year Previous Year (000’s) (000’s)
Opening fair value of plan assets 4,284 2,011 Expected Return on plan assets 513 158 Acturial Gain / (Losses) 72 161 Contributions by employer 2,827 2,277 Benefits Paid (51) (323)
Closing fair value of plan assets 7,645 4,284
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes to Financial Statements for the year ended March 31, 2012
Net Asset / (Liability) recognised in the Balance Sheet:
Experience Adjustments:
Investment Details of Insurer Managed Funds
The principal assumptions used in determining gratuity and pension benefit obligations for the Company’s plans are shown below:
The estimates of future salary increases, considered in actuarial, take account of inflation, seniority, promotion and otherrelevant factors, such as supply and demand in the employment markets.
Current Year Previous Year (000’s) (000’s)
Present value of the defined benefit obligation at the end of the year (6,026) (4,297)
Fair value of plan assets at the end of the year 7,645 4,284
Net Asset / (Liability) 1,619 (13) Unrecognised past service cost 76 152 Excess provision for earlier years (7) —
Net Asset / (Liability) recognised in the Balance Sheet 1,688 139
31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008 (000’s) (000’s) (000’s) (000’s) (000’s)
Defined benefit obligation 6,026 4,297 2,716 1,633 884 Plan assets 7,645 4,284 2,011 990 588 Surplus / (Deficit) 1,619 (13) (705) (643) (296) Exp. Adjustment on plan liabilities 337 779 71 (72) — Exp. Adjustment on plan assets 72 161 49 17 —
Current Year Previous Year % %
Central and State Government Securities 53 53 Bonds / Debenture 43 43 Equity Shares 4 4 Money Market Instruments / FD — —
TOTAL 100 100
Current Year Previous YearDiscount Rate 8.30% 8.30%Expected rate of return on assets 7.50% 7.50%Salary escalation 9.15% 9.00%Mortality
LIC (1994-96)Mortality Table
LIC (1994-96) Mortality Table
(iv) The Company has a long term incentive plan for eligible employees whereby they are entitled for cash payment againstappreciation in notional value of share units (that is determined based on EPS and benchmarked multiple). Current yearprovision is 11,500(000’s), Previous year (6,000 (000’s)), for such appreciation in value.
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes to Financial Statements for the year ended March 31, 2012 Note 23 Expenditure in foreign currency:
Note 24 Operating Lease
The Company has taken office premises on operating lease.
Future minimum rentals payable under non-cancellable operating lease are as under:
Note 25 Contingent Liabilities
(ii) Legal cases filed against the Company are primarily claims made against the reporting Member Banks/ Financial Institutions. Theamount of liability that may arise due to such claims is not quantifiable and the incidence of claim is remote.
Current year Previous year (000’s) (000’s)
Net Dividend remitted in foreign exchange:
Period to which it relates during the year
1st Apr 10 to31st Mar 11
NA
No of non resident shareholders 1 — Number of equity shares held by them (Nos 000’s) 4,998 — Amount in (000’s) 4,998 NA Others Matters:
Director Fees 110 — Professional Fees 376 — Travelling Expenses — 183 Training Expenses — 1,801
486 1,984
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s) not later than one year 58,048 58,048 later than one year but not later than five years 24,187 82,234 later than five years — —
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
(i) Claims against Company not acknowledged as debts:
(a) In respect of Service Tax matters 1,770 1,770 (b) Other Claims 3,500 —
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes to Financial Statements for the year ended March 31, 2012 Note 26 Capital and Other Commitments
(a) Operating Leases (refer note 24)
Note 27 Segmental reporting As the Company has no activities other than that of providing Credit Information Services primarily in India, there are no separatesegments in terms of Accounting Standards on “Segment Reporting” (AS-17) notified under the Companies 2006 (Accounting Standards) Rules.
Note 28 As per the Accounting Standard on ‘Related Party Disclosures’ (AS-18), notified by the Companies (Accounting Standards) Rules,2006, the related parties of the Company are as follows:
(i) Details of related parties:
(a) Key Management Personnel
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
(i) Estimated amount of contracts remaining to be executed on
Capital account and not provided for:
Total Value 9,331 53,197 Less: Capital Advance 8,865 9,411
Total 466 43,786
(ii) Other Commitments
Description of Relationship Name of Related Parties (a) Company holding more than 20% shares(b) Key Management Personnel
Transunion International Inc. (w.e.f 21.12.2011) Mr Arun Thukral (Managing Director)
(ii) Details of related party transactions during the year ended Mar 31, 2012 and outstanding balance as on Mar 31, 2012:
Mar 31, 2012 Mar 31, 2011 (000’s) (000’s)
Managing Director
Mr Arun Thukral
Remuneration 19,353 13,396 Outstanding Advances 146 —
CIBIL Annual Report 2011-12
CREDIT INFORMATION BUREAU (INDIA) LIMITED Notes to Financial Statements for the year ended March 31, 2012 Note 29 Earnings Per Share
In accordance with the Accounting Standard on “Earnings Per Share” (AS-20) notified by the Companies (Accounting Standards) Rules, 2006, the Earnings Per Share has been computed as
Note 30 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantlyimpacted the disclosure and presentation made in the financial statements. Previous year’s figure has been regrouped/ reclassified wherever necessary to correspond with the current year’s classification/ disclosure.
For and on behalf of the Board
Mar 31, 2012
(000’s) Mar 31, 2011
(000’s) Profit for the year after tax ( 000’s) 325,026 214,919 Weighted average number of Equity shares outstanding (No 000’s) 25,000 25,000 Earnings per share ( ) (a)/(b) {Basic and Diluted} 13.00 8.60
M.V. Nair Arun ThukralChairman Managing Director
Vivek Kumar Aggarwal CFO & Exec. VP - HR, Legal & Strategy Mumbai, 21st June, 2012
Swati NaikCompany Secretary & Sr. Manager - Legal
CIBIL Annual Report 2011-12