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0001193125-13-145735.txt : 20130408 0001193125-13-145735.hdr.sgml : 20130408 20130408144543 ACCESSION NUMBER: 0001193125-13-145735 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130408 DATE AS OF CHANGE: 20130408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TransUnion Holding Company, Inc. CENTRAL INDEX KEY: 0001552033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 611678417 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-182948 FILM NUMBER: 13748176 BUSINESS ADDRESS: STREET 1: 555 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: (312) 985-2000 MAIL ADDRESS: STREET 1: 555 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 10-K/A 1 d511293d10ka.htm 10-K/A 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

- OR -

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-182948

TRANSUNION HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

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)

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 x NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ YES x 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 Securities Exchange 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 subject to 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 Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant would have been required to file such reports) as if it were subject to such filing requirements). x YES ¨ NO

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive 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 such files). x 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 statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 x NO

As of June 30, 2012, there was no established public market for TransUnion Holding Company, Inc. common stock, par value $0.01 per 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

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 and TransUnion Corp. as one business with identical management teams. However, this amendment only relates to the Company because the obligation under Rule 3-09 of Regulation S-X to file the separate financial statements referenced below only arises with respect to the 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 respective company. 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 the Original 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 by reference.

(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 report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 8, 2013.


TransUnion Holding Company, Inc.

By:		/s/ Samuel A. Hamood
		Samuel A. Hamood Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 8, 2013


Signature		Title

/s/ James M. Peck		Director, President and Chief Executive Officer
James M. Peck

/s/ Samuel A. Hamood		Executive Vice President and Chief Financial Officer
Samuel A. Hamood

/s/ Gordon E. Schaechterle		Senior Vice President and Chief Accounting Officer
Gordon E. Schaechterle

/s/ Christopher Egan		Director
Christopher Egan

/s/ Leo F. Mullin		Director
Leo F. Mullin

/s/ Sumit Rajpal		Director
Sumit Rajpal

/s/ Steven M. Tadler		Director
Steven M. Tadler

/s/ Siddharth N. (Bobby) Mehta		Director
Siddharth N. (Bobby) Mehta

2012 Form 10-K

EXHIBIT INDEXⁱ

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 11³/₈% 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 11³/₈% 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 11³/₈% 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).


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

ⁱ	Unless specifically noted, each Exhibit described below shall be applicable to both Registrants.

EX-31.1(A) 2 d511293dex311a.htm EX-31.1(A) EX-31.1(a)

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 with respect 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 all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by 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 designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements 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 conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’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 over financial 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 reporting which 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 the registrant’s internal control over financial reporting.

Date: April 8, 2013

/s/ James M. Peck

Name: James M. Peck

Title: Principal Executive Officer

EX-31.2(A) 3 d511293dex312a.htm EX-31.2(A) EX-31.2(a)

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.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date April 8, 2013

/s/ Samuel A. Hamood

Name: Samuel A. Hamood

Title: Principal Financial Officer

EX-32.(A) 4 d511293dex32a.htm EX-32.(A) EX-32.(a)

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:

(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

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 of 1934, as amended.

EX-99.1 5 d511293dex991.htm EX-99.1 EX-99.1

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


		Av. Ejército Nacional 843-B
		Antara Polanco
		11520 México, D.F.
		Tel:		55 5283 1300
		Fax:		55 5283 1392
		www.ey.com/mx

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

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 Senties
Mexico 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)


	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

The accompanying notes are an integral part of these financial statements.

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)


	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

The accompanying notes are an integral part of these financial statements.

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)


	Attributable to the equity holders of the parent
	Capital stock		Legal reserve		Retained earnings			Total equity attributable to equity holders of the parent			Non- controlling interest		Total shareholders’ 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

The accompanying notes are an integral part of these financial statements.

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)


	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

The accompanying notes are an integral part of these financial statements.

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:

At December 31

At January 1

2012

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.

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
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


	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

An analysis of transactions carried out with related parties at December 31 is as follows:

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).

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.

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:


	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

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:


	Balance at December 31, 2011			Additions		Retirements			Depreciation of the year			Balance at December 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


	Balance at December 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

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:


	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:


	Balance at December 31, 2011		Increases		Payments		Reversals		Balance at December 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 at January 1, 2011		Increases		Payments		Reversals		Balance at December 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

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.

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:


	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

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:

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

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.

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:

i)	for 2014 the rate will be 29%

ii)	for 2015 and succeeding years the rate will be 28%

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:


	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.

An analysis of income tax charged to the statement of income for the years ended December 31, 2012 and 2011 is as follows:


	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:


	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	%

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:


	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

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.

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)


	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

- At December 31, 2011


	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


	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

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:


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

EX-99.2 6 d511293dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

AUDITORS’ REPORT

TO THE MEMBERS OF

CREDIT INFORMATION BUREAU (INDIA) LIMITED

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, both annexed 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.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis 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 4 and 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 conformity with 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^stMarch, 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

5.	On the basis of the written representations received from the Directors as on 31^st March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31^stMarch, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117366W)

Kalpesh J. Mehta

Partner

(Membership No. 48791)


MUMBAI, June 21, 2012		KJM/MJ

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

(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 system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and the sale of services. During the course of audit, we have not observed any major weakness in such internal control system.


CIBIL Annual Report 2011-12

(v)	To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or 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 the Management 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^st 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^st 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 Balance Sheet, 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 has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117366W)

MUMBAI, June 21, 2012

Kalpesh J. Mehta

Partner

(Membership No. 48791)

KJM/MJ


CIBIL Annual Report 2011-12

CREDIT INFORMATION BUREAU (INDIA) LIMITED

BALANCE SHEET AS AT MARCH 31, 2012


	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

Notes 1 to 30 annexed hereto form an integral part of the financial statements.


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 Aggarwal CFO & 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


	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

Notes 1 to 30 annexed hereto form an integral part of the financial statements.


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 Aggarwal CFO & 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 Aggarwal CFO & 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

1.	CORPORATE INFORMATION

The Company, Credit Information Bureau (India) Limited (CIBIL) functions as a Credit Information Company. CIBIL maintains a repository of information which has been pooled in by all banks and lending institutions operating in India and contains credit history of commercial and consumer borrowers. CIBIL provides this information to its members, specified users and consumers in the form of credit information reports.

2.	SIGNIFICANT ACCOUNTING POLICIES

2.1

System of accounting

The Company follows the accrual concept in the preparation of accounts. The Balance Sheet and the Profit and Loss Account of the Company are prepared in accordance with the provisions contained in Section 211 of the Companies Act, 1956, read with Revised Schedule VI thereto.

The preparation of the financial statements requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as on the date of the financial statements and the reported income and expenses. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Actual result could differ from the estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialised. Any changes in such estimates are recognised prospectively.

2.2

Revenue recognition

Initial Membership Fees are recognised on admission of members.

Annual Membership Fees are recognised proportionately for the period of such membership.

Service Report Fees are recognised on rendering of services.

Interest and other dues are recognised on accrual basis.

2.3

Grants

Grants received and accrued are recognised as income over the periods necessary to match them with the costs for which they are 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.

2.4

Foreign currency translation

Foreign currency transactions are recorded at rates as on the date of the transaction. Exchange differences arising on foreign currency 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 Balance Sheet date. The resultant exchange differences are recognised in the Statement of Profit and Loss.


CIBIL Annual Report 2011-12

CREDIT INFORMATION BUREAU (INDIA) LIMITED

Notes forming part of financial statements for the year ended March 31, 2012

2.5

Tangible assets and depreciation

Tangible assets have been stated at purchase/acquisition cost inclusive of installation cost less accumulated depreciation.

Leasehold improvements are amortised over the period of the lease.

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	%

Capital work-in-progress:

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).

2.6

Intangible assets and amortisation

Intangible assets are stated at cost less accumulated amortisation.

Intangible assets are amortised on the Straight Line Basis over the useful life. System Softwares (including related Application Softwares) are amortised over the estimated useful life or six years whichever is lower. Trademark cost is amortised over 5 years. Any expenses on Software for support and maintenance are charged to the Statement of Profit and Loss.

Intangible assets under development:

Projects under which intangible assets are not ready for their intended use and intangible assets under development are carried at cost, comprising direct cost, related incidental expenses and attributable interest (if any).

2.7

Operating leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis.

2.8

Impairments of asset

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment of assets. If any indication of such impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in prior accounting periods no longer exists or may have decreased such reversal of impairment loss is recognised.


CIBIL Annual Report 2011-12

CREDIT INFORMATION BUREAU (INDIA) LIMITED

Notes forming part of financial statements for the year ended March 31, 2012

2.9

Investments

Long term Investments are carried at cost Less provision (if any) for diminution (other than temporary) in value of such investments.

Current Investments are carried at the Lower of cost or fair value on an individual basis.

2.10

Cash and cash equivalents

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 of cash and which are subject to insignificant risk of changes in value.

2.11

Employee benefits

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.

The Company’s contribution to recognised Provident Fund paid / payable during the year is recognised in the statement of profit and loss.

The Company has a long term incentive plan for eligible employees whereby they are entitled for cash payment against appreciation 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 is fully charged to the Statement of Profit and Loss as part of Employees benefits expenses.

Defined Benefits Plan:

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.

The Company’s liability towards gratuity is determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Actuarial gains and losses based on actuarial valuation done by an independent actuary carried out annually are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currency and 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

2.12

Taxes on income

Current Tax is the amount of the tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred Tax is recognised on timing differences, being the differences between the taxable income and the accounting income that 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 certainty that there will be sufficient future taxable income available to realise such losses. Other Deferred Tax Assets are recognised if there 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.

2.13

Provisions and contingencies

A provision is recognised when the Company has a present legal or constructive obligation as a result of past events and it is probable 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 estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in Notes to Accounts.

2.14

Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.


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


	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, 2011
Name 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.

The Company has only one class of equity shares having a par value of 10 per share. Members of the Company holding equity shares capital therein have a right to vote, on every resolution placed before the Company and right to receive dividend. The voting rights on a poll is in proportion to the share of the paid up equity capital of the Company held by the shareholders. The Company declares dividends in Indian rupees. The interim and final dividend is proposed by the Board of Directors. However, the final dividend is subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.


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


	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

Note 5

Deferred tax liabilities (net)

The major components of deferred tax liabilities and deferred tax assets are as under:


	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

Note 6

Other long-term liabilities


	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


	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

Note 8

Trade payables


	Mar 31, 2012 (000’s)		Mar 31, 2011 (000’s)
Due to:
- Micro and small enterprises (refer note)		—		173
- Others		80,606		74,632
- Others
		80,606		74,805

Footnote: Trade payables includes LOGO Nil (Previous Year LOGO 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 the Company during the year to these “Suppliers”.

Note 9

Other current liabilities


	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)

Gross block

Depreciation and amortisation

Net block

As at March

Additions

Deductions

As at March

Charge

Deductions

As at March

As at
March

Description

31, 2011

during the year

31, 2012

31, 2011

during the year

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

—

4,856

3,014

354

—

3,368

1,488

1,826

Electrical installations

418

—

392

167

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

—

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


	Mar 31, 2012 (000’s)		Mar 31, 2011 (000’s)
Fixed deposits with financial institution		105,000		—

		105,000		—

Note 12

Loans and advances


	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


	Mar 31, 2012 (000’s)		Mar 31, 2011 (000’s)
Fixed deposits with financial institution		13,000		62,500

		13,000		62,500

Note 14

Trade receivables


	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

Note 15

Cash and bank balances


	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

Note 16

Other current assets


	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


	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

Note 18

Other income


	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

Note 19

Employees benefits expense


	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


	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

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 (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

(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 actuarially determined 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 the auditors.

Net employee benefit expense:


	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

Changes in present value of the defined benefit obligation:


	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

Changes in fair value of plan assets:


	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:


	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

Experience Adjustments:


	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			—

Investment Details of Insurer Managed Funds


	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

The principal assumptions used in determining gratuity and pension benefit obligations for the Company’s plans are shown below:


	Current Year	Previous Year
Discount 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

The estimates of future salary increases, considered in actuarial, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment markets.

(iv)

The Company has a long term incentive plan for eligible employees whereby they are entitled for cash payment against appreciation in notional value of share units (that is determined based on EPS and benchmarked multiple). Current year provision is LOGO 11,500(000’s), Previous year LOGO (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:


	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 to 31st 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

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:


	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		—		—

Note 25

Contingent Liabilities


	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		—

(ii) Legal cases filed against the Company are primarily claims made against the reporting Member Banks/ Financial Institutions. The amount of liability that may arise due to such claims is not quantifiable and the incidence of claim is remote.


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


	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

(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 separate segments 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:

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:

(a) Key Management Personnel


	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


	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

Note 30

The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted 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


M.V. Nair		Arun Thukral
Chairman		Managing Director

Vivek Kumar Aggarwal CFO & Exec. VP - HR, Legal & Strategy Mumbai, 21st June, 2012		Swati Naik Company Secretary & Sr. Manager - Legal


CIBIL Annual Report 2011-12

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Non-accelerated filer

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