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8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

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

Date of report (Date of earliest event reported): June 29, 2007

The Interpublic Group of Companies, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-6686	13-1024020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1114 Avenue of the Americas, New York, New York (Address of Principal Executive Offices)		10036 (Zip Code)

Registrant’s telephone number, including area code: 212-704-1200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 9.01 Financial Statements and Exhibits.
Cautionary Statement
SIGNATURES
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-99.1: AUDITED CONSOLIDATED FINANCIAL STATEMENTS
EX-99.2: UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


Item 9.01	Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

On June 29, 2007, The Interpublic Group of Companies, Inc. (the “Company” or “IPG”) completed the acquisition of the remaining capital stock of Lintas India Private Limited (“Lintas”). Prior to the acquisition the Company owned 49% of the capital stock, so Lintas is now a wholly-owned subsidiary of the Company. The stock was acquired from Lintas employees’ trusts and the cost of the acquisition, which was calculated based on current results and applicable market multiples, is approximately $50 million payable in cash.

The required audited consolidated financial statements of Lintas as of and for the year ended March 31, 2007 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference. These financial statements have been prepared in all material respects in accordance with accounting principles generally accepted in India (“Indian GAAP”).

(b) Pro forma financial information.

The required pro forma financial information for the six months ended June 30, 2007 and for the twelve months ended December 31, 2006 is attached hereto as Exhibit 99.2 and is incorporated in its entirety herein by reference.

(d) Exhibits.


Exhibit
No.			Description

	23	.1	Consent of independent registered public accounting firm.
	99	.1	Audited consolidated financial statements of Lintas as of and for the year ended March 31, 2007.
	99	.2	Unaudited pro forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2007 and for the twelve months ended December 31, 2006.

Cautionary Statement

This current report on Form 8-K contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in our 2006 Annual Report on Form 10-K under Item 1A, Risk Factors, and other SEC filings. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:


	•	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

	•	our ability to attract new clients and retain existing clients;

	•	our ability to retain and attract key employees;

	•	risks associated with assumptions we make in connection with our critical accounting estimates;

	•	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

	•	potential adverse developments in connection with the ongoing SEC investigation;

	•	potential downgrades in the credit ratings of our securities;

	•	risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

	•	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail in our 2006 Annual Report on Form 10-K under Item 1A, Risk Factors, and other SEC filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE INTERPUBLIC GROUP OF COMPANIES, INC.


	By	/s/ Nicholas J. Camera

Nicholas J. Camera

Senior Vice President, General Counsel and Secretary

Date: September 14, 2007

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the following Registration Statements on Form S-8 No. 33-20291 and No. 33-2830 relating to the Management Incentive Compensation Plan of The Interpublic Group of Companies, Inc. (the “Company”); Registration Statements on Form S-8 No. 33-5352, No. 33-21605, No. 333-4747, and No. 333-23603 relating to the 1986 Stock Incentive Plan, the 1986 United Kingdom Stock Option Plan and the 1996 Stock Incentive Plan of the Company; Registration Statements on Form S-8 No. 33-10087 and No. 33-25555 relating to the Long-Term Performance Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-28029 relating to The Interpublic Outside Directors’ Stock Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-42675 relating to the 1997 Performance Incentive Plan of the Company; Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 No. 333-59254 relating to the True North Communications Inc. Stock Option Plan and the Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan; Registration Statement on Form S-8 No. 333-89896 relating to the 2002 Performance Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-115923 relating to the 2004 Performance Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-115924 relating to the Non-Management Directors’ Stock Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-134498 relating to the 2006 Performance Incentive Plan of the Company; Registration Statement on Form S-8 No. 333-134497, relating to the Employee Stock Purchase Plan of the Company (2006) of The Interpublic Group of Companies, Inc.; Registration Statement on Form S-4 No. 333-142196 relating to the exchange of Floating Rate Notes due 2010 of the Company; Registration Statement on Form S-3 No. 333-142197 relating to the 4.25% Convertible Senior Notes due 2023 of the Company; and Registration Statement on Form S-3 No. 333-142198 relating to the 51/4% Series B Cumulative Convertible Perpetual Preferred Stock of the Company of our report dated September 12, 2007 relating to the consolidated financial statements of Lintas India Private Limited, which appears in this Form 8-K.

/s/ Price Waterhouse & Co.

Mumbai, India

September 12, 2007

EX-99.1

EXHIBIT 99.1

REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS OF LINTAS INDIA PRIVATE LIMITED

We have audited the consolidated balance sheet of Lintas India Private Limited (the “Company”) and its subsidiaries and joint ventures as of March 31, 2007 and the related consolidated profit and loss account and consolidated cash flow statement for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lintas India Private Limited as of March 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in India.

/s/ Price Waterhouse & Co.

Mumbai, India

September 12, 2007

LINTAS INDIA PRIVATE LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2007


					As at 31st
	Schedule				March 2007
	No.		Rupees		Rupees

SOURCES OF FUNDS
Shareholders’ Funds:
Capital		1				4,800,000
Reserves and Surplus		2				1,784,453,002

						1,789,253,002

Minority Interest						19,936,198

						1,809,189,200

APPLICATION OF FUNDS
Fixed Assets:		3
Gross Block				565,034,209
Less: Depreciation				297,856,408

Net Block				267,177,801
Capital Advances				880,940

						268,058,741
Investments		4				591,891,996
Deferred Tax Assets (Net)		5				23,283,186
Current Assets, Loans and Advances:
Jobs In Progress		6		34,614,752
Sundry Debtors		7		2,817,371,734
Cash and Bank Balances		8		75,493,800
Other Current Assets		9		260,925
Loans and Advances		10		348,802,462

				3,276,543,673

Less: Current Liabilities and Provisions:
Current Liabilities		11		2,296,281,431
Provisions		12		54,306,965

				2,350,588,396

Net Current Assets						925,955,277

						1,809,189,200

Notes to Accounts		16

Schedules referred to above form an integral part of the Consolidated Balance Sheet.

This is the Consolidated Balance Sheet referred to in our report of even date.

LINTAS INDIA PRIVATE LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2007


	Schedule		2006-2007
	No.		Rupees

Income
Commission and Service Fees		13		1,641,491,411
Other Income		14		115,620,711

				1,757,112,122

Expenditure
Administrative and General Expenses		15		1,239,721,983
Interest				340,985
Depreciation				43,054,873

				1,283,117,841

Profit before Taxation				473,994,281
Current Tax				156,935,181
Minimum Alternative Tax (credit)				(216,171	)
Excess provision for Tax in earlier years (net)				(16,482,122	)
Fringe Benefit Tax				10,074,467
Deferred Tax				(6,240,071	)

Profit after Taxation and Before share of profit of Minority Shareholders				329,922,997
Minority’s share of profit in Subsidiary Companies				3,240,101

Net Profit				326,682,896
Profit and Loss Account Balance brought forward from the Previous Year				782,277,054

Profit available for Appropriation				1,108,959,950

Appropriations:
Transfer to General Reserve				1,120,042
Tax paid on Interim Dividend declared by a Joint Venture Company				481,058
Tax on Proposed Final Dividend declared by a Subsidiary Company				212,353
Profit and Loss Account Balance carried to the Balance Sheet				1,107,146,497

				1,108,959,950

Earnings per Share — Basic and Diluted				6,805.89
(Schedule 16 — Note 11)

Notes to Accounts		16

Schedules referred to above form an integral part of the Consolidated Profit and Loss Account.

This is the Consolidated Profit and Loss Account referred to in our report of even date.

LINTAS INDIA PRIVATE LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2007


		2006-07
		Rupees
A.	Cash Flow From Operating Activities:
	Profit before taxation		473,994,282
	Adjustments for:
	Depreciation		43,054,873
	Interest Expense		340,985
	Interest Income		(19,861,273	)
	Dividend Income		(26,069,869	)
	Profit on Sale of Fixed Assets (net)		(539,458	)
	Fixed Assets Written-off		336,533
	Gain on Sale of Investments in units of Mutual Funds		(11,706,179	)
	Provision for Doubtful Debts		6,810,211
	Liabilities no longer required written back		(39,627,472	)

	Operating Profit before working capital changes		426,732,633
	Adjustments for changes in working capital:
	— (Increase)/Decrease in Inventories		(34,279,138	)
	— (Increase)/Decrease in Sundry Debtors		(551,578,721	)
	— (Increase)/Decrease in Loans and Advances		(34,550,758	)
	— Increase/(Decrease) in Current Liabilities and Provisions		467,363,450

	Cash from operations		273,687,466
	— Taxes Paid (Net of Refunds)		(180,521,471	)

	Net cash from Operating Activities		93,165,995

B.	Cash Flow From Investing Activities:
	Purchase of Fixed Assets (including Capital Advances)		(47,602,396	)
	Proceeds from Sale of Fixed Assets		1,915,379
	Purchase of Investments		(696,448,481	)
	Proceeds from Sale of Investments		683,646,291
	Interest Received		4,146,441
	Dividend Received		26,459,837

	Net cash used in Investing Activities		(27,882,929	)

C.	Cash Flow From Financing Activities:
	Repayment of Inter Corporate Loans		(5,600,000	)
	Interest Paid		(340,985	)
	Dividend Paid		(117,841,150	)
	Dividend Tax Paid		(17,330,693	)

	Net cash used in Financing Activities		(141,112,828	)

	Net Decrease in Cash and cash Equivalents		(75,829,762	)

	Cash and cash equivalents as at the beginning of the year		151,323,562
	Cash and cash equivalents as at the end of the year		75,493,800

			(75,829,762	)

	Cash and cash equivalents comprise
	Cash in hand		843,031
	Balances with Scheduled Banks in Current and
	Deposit Accounts		74,650,769

			75,493,800

Note: The above Consolidated Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of Chartered Accountants of India.

This is the Consolidated Cash Flow Statement referred to in our report of even date.

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 1


	As at 31st
	March 2007
	Rupees

CAPITAL
Authorised:
30,000 ‘A’ Equity Shares of Rs.100 each		3,000,000
24,320 ‘B’ Equity Shares of Rs.100 each		2,432,000

		5,432,000

Issued and Subscribed:
[Schedule 16 — Note 13]
24,480 ‘A’ Equity Shares of Rs.100 each, fully paid up (See Notes below)		2,448,000
23,520 ‘B’ Equity Shares of Rs.100 each, fully paid up (See Notes below)		2,352,000

		4,800,000

Notes:


1.	Of the above, 1,200 Equity Shares of Rs.100 each are allotted as fully paid pursuant to a contract without payment having being received in cash.
2.	Of the above, 45,000 Equity Shares have been allotted as fully paid up bonus shares by capitalisation of General Reserve.

SCHEDULE 2


			As at 31st
			March 2007
	Rupees		Rupees

RESERVES AND SURPLUS
Capital Reserve				90,406
General Reserve:
As per last Balance Sheet		676,096,057
Add: Amount transferred from Profit and Loss Account		1,120,042

[Includes Share in Joint Venture Rs. 2,234,608]				677,216,099
Profit and Loss Account				1,107,146,497
[Includes Share in Joint Venture Rs. 9,150,179]

				1,784,453,002

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THECONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2007

SCHEDULE 3

FIXED ASSETS
[Schedule 16 — Note 1 C (c)]
(Rupees)


	GROSS BLOCK								DEPRECIATION								NET BOOK VALUE
			Additions		Deductions								Depreciation
	As at 31st		during		during		As at 31st		As at 31st		For the		on		As at 31st		As at 31st
ASSETS	March 2006		the Year		the Year		March 2007		March 2006		Year		Deductions		March 2007		March 2007

Goodwill on Consolidation		132,264		—		—		132,264		—		—		—		—		132,264
Buildings		282,563,361		—		—		282,563,361		88,177,421		9,719,256		—		97,896,677		184,666,684
Furniture and Fittings		58,214,978		10,478,086		1,885,369		66,807,695		36,816,548		6,631,971		1,696,150		41,752,369		25,055,326
Equipment		169,091,201		18,215,244		22,718,283		164,588,162		134,146,464		14,384,247		22,213,019		126,317,692		38,270,470
Vehicles		29,125,002		5,461,077		6,800,501		27,785,578		21,399,231		3,661,042		5,782,530		19,277,743		8,507,835
Software		8,813,125		10,404,740		—		19,217,865		3,111,302		7,776,302		—		10,887,604		8,330,261

		547,939,931		44,559,147		31,404,153		561,094,925		283,650,966		42,172,818		29,691,699		296,132,085		264,962,840
Share in Joint Ventures — [Schedule 16 — Note 7]		1,728,697		2,210,587		—		3,939,284		842,268		882,055		—		1,724,323		2,214,961

Total		549,668,628		46,769,734		31,404,153		565,034,209		284,493,234		43,054,873		29,691,699		297,856,408		267,177,801

Capital Advance																		880,940

																		268,058,741

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 4


	As at 31st
	March 2007
	Rupees

INVESTMENTS
[Schedule 16 — Note 1 C(d)]
LONG-TERM
Unquoted Non-trade Investments in Mutual Funds		383,337,796
[Schedule 16 — Note 6]
Unquoted Non-trade Investments in Bonds:
74,120 — 6.75% Tax free US64 Bonds of the face value of Rs. 100 each, fully paid up. (Maturity Date: June 2008)		7,412,000

		390,749,796

CURRENT
Unquoted Non-trade Investments in Mutual Funds:		201,142,200

[Schedule 16 — Note 6]		591,891,996

SCHEDULE 5


	As at 31st
	March 2007
	Rupees

DEFERRED TAX ASSETS / (LIABILITY)
[Schedule 16 — Note 1 C(f)]
Timing differences towards:
— Provision for Doubtful Debts		13,287,869
— Provision for Leave Encashment		10,419,522
— Provision for expenses inadmissible under Section 40(a) of the Income Tax Act		1,185,259
— Provision for Gratuity		29,716
— Unpaid bonus		1,319
— Depreciation		(2,003,610	)

		22,920,075
Share in Joint Ventures — [Schedule 16 — Note 7]		363,111

		23,283,186

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 6


	As at 31st
	March 2007
	Rupees

JOBS IN PROGRESS
[Schedule 16 — Note 1 C(e)]
Jobs in Progress		34,614,752

		34,614,752

SCHEDULE 7


	As at 31st
	March 2007
	Rupees

SUNDRY DEBTORS
(Schedule 16 — Note 2)
Outstanding for more than six months
Unsecured, Considered Good		20,667,919
Unsecured, Considered Doubtful		40,362,817

		61,030,736
Less: Provision for doubtful debts		40,362,817

		20,667,919
Other Debts
Unsecured, Considered Good		2,698,763,704

		2,719,431,623
Share in Joint Ventures — [Schedule 16 — Note 7]		97,940,111

		2,817,371,734

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 8


	As at 31st
	March 2007
	Rupees

CASH AND BANK BALANCES
Cash on Hand		843,031
Balances with Scheduled Banks:
On Current Accounts		46,038,446
On Deposit Accounts		10,000,000
On Margin Money Deposit Accounts		4,000,000
(Against outstanding bank guarantees)
On “Business Multiplier” Account ( Refer Note below)		12,543,709

		73,425,186
Share in Joint Ventures — [Schedule 16 — Note 7]		2,068,614

		75,493,800

Note:

The balance in the account in excess of Rs.1,500,000 is converted by the bank into interest bearing short-term deposits.These deposits are broken and transferred by the bank to the current account, as required, to meet the shortfall.

SCHEDULE 9


	As at 31st
	March 2007
	Rupees

OTHER CURRENT ASSETS
Accrued Interest on:
Deposits with Industrial Development Bank of India under Investment Deposit Scheme		82,320
Deposits with Scheduled Banks		11,835
Unit Trust of India Bonds		166,770

		260,925

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 10


	As at 31st
	March 2007
	Rupees

LOANS AND ADVANCES
(Unsecured, Considered Good)
Advances Recoverable in Cash or in Kind or for Value to be Received		75,934,507
Loan to Employees’ WelfareTrust		75,000
Deposits for Premises		94,164,765
Deposits with Industrial Development Bank of India under Investment Deposit Scheme		2,586,788
Other Deposits		5,417,501
Balance with Excise Authorities		8,057,238
Advance Payment of Taxes
— Income Tax		155,237,744
(Net of Provisions Rs. 1,544,091,836)
— Fringe Benefit Tax		1,570,000
(Net of Provisions Rs. 19,320,000)

		343,043,543
Share in Joint Ventures — [Schedule 16 — Note 7]		5,758,919

		348,802,462

SCHEDULE 11


	As at 31st
	March 2007
	Rupees

CURRENT LIABILITIES
Due to Small Scale Industrial Undertakings		198,701
Due to other than Small Scale Industrial Undertakings		2,200,579,174
Other Liabilities		1,472,410

		2,202,250,285
Share in Joint Ventures — [Schedule 16 — Note 7]		94,031,146

		2,296,281,431

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET

AS AT 31ST MARCH 2007

SCHEDULE 12


	As at 31st
	March 2007
	Rupees

PROVISIONS
Tax on Proposed Dividend		416,378
Wealth Tax		1,938,142
Leave Encashment		31,897,795
[Schedule 16 — Note 1 C(b) (iii)]
Gratuity		1,253,700
Contingencies [Schedule 16 — Note 12 ]		18,451,667

		53,957,682
Share in Joint Ventures — [Schedule 16 — Note 7]		349,283

		54,306,965

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED PROFIT AND

LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2007

SCHEDULE 13


	2006-07
	Rupees

Commission and Service Fees
Commission and Service Fees		1,619,996,990

		1,619,996,990
Share in Joint Ventures — [Schedule 16 — Note 7]		21,494,421

		1,641,491,411

SCHEDULE 14


			2006-07
	Rupees		Rupees

OTHER INCOME
Dividend:
[Schedule 16 — Note 1 C(d)]
Non-Trade Investments in Mutual Funds				26,069,869
Interest:
Staff Loans		2,256
Non-trade Investments		500,310
Investment Deposit Scheme		82,320
Others — Gross (Tax deducted at source Rs. 740,005)
(Schedule 16 — Note 10)		19,124,938

				19,709,824
Liabilities no longer required written back				36,270,804
Gain on Sale of Investments in units of Mutual Funds				11,706,179
Profit on Sale of Fixed Assets (net)				539,458
Discounts Earned				7,610,581
Sale of Paintings				5,762,363
Miscellaneous				427,062

				108,096,140
Share in Joint Ventures — [Schedule 16 — Note 7]				7,524,571

				115,620,711

LINTAS INDIA PRIVATE LIMITED

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED PROFIT AND

LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2007

SCHEDULE 15


			2006-07
	Rupees		Rupees

ADMINISTRATIVE AND GENERAL EXPENSES
Salaries, Allowances and Bonus [Schedule 16 — Note 1 C(b)]				514,367,800
Contribution to Provident, Gratuity and Other Funds
[Schedule 16 — Note 1 C(b)]				30,129,789
Staff Welfare expenses				32,638,196
Rent (Schedule 16 — Note 8)				62,011,770
Repairs and Maintenance
— Building		4,051,431
— Machinery and Equipment		6,178,490
— Others		12,134,087

				22,364,008
Rates and Taxes (Schedule 16 — Note 12)				22,254,956
Electricity and Water				20,322,007
Insurance				1,044,361
Auditors’ Remuneration:
— As Auditors		2,500,000
— Taxation Matters (Tax Audit)		655,000
— Other Services		10,000
— Out-of-Pocket Expenses		50,499

				3,215,499
Travelling and Conveyance				67,970,213
Communication				29,081,155
Printing and Stationery				14,061,639
Directors’ Commission				9,966,514
Legal and Professional				129,736,773
Client Presentation				22,372,236
Studio, Research and Marketing Services				143,859,055
Rural Communication				61,194,192
Software Expenses				533,202
Provision for Doubtful Debts				6,567,068
Exchange Loss (Net) [Schedule 16 — Note 1 C(g)]				220,303
Fixed Assets Written-off				336,533
Miscellaneous				29,826,584

				1,224,073,853
Share in Joint Ventures — [Schedule 16 — Note 7]				15,648,130

				1,239,721,983

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

1 Significant Accounting Policies

A Basis of Accounting

The Consolidated Financial Statements are prepared under historical cost convention from the books of account maintained on accrual basis, except for interest on statutory refunds, which is accounted only if received before the date of approval of the Accounts, and comply with the Accounting Standards issued by the Institute of Chartered Accountants of India and referred to in Section 211(3C) of the Companies Act,1956, of India.

B Principles of Consolidation

(i) The consolidated financial statements relate to Lintas India Private Limited (the Company), its Subsidiary Companies and Joint Venture Companies. The consolidated financial statements have been prepared on the following basis:

(a) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and resulting unrealised profits or losses on intra-group transactions.

(b) The difference between the cost of investment in the subsidiaries over the Company’s portion of equity of the subsidiary is recognized in the financial statements as Goodwill or Capital Reserve.


	(c)	Minority Interest in the net assets of consolidated subsidiaries consist of:


	•	the amount of equity attributable to minorities at the date on which investment in a subsidiary is made and

	•	the minorities’ share of movements in equity since the date the parent subsidiary relationship comes into existence

(d) In the consolidated financial statements, the Company has reported its interest in the Joint Venture Companies, using proportionate consolidation method whereby the Company’s share of each of the assets, liabilities, income and expenses of the jointly controlled entities is reported as separate line items, after eliminating proportionate unrealised profits or losses attributable to the interest of the Company.

(e) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are prepared to the extent possible, in the same manner as the Company’s separate financial statements.

(f) As this is the first year of reporting consolidated financial statements, figures for the previous year are not given.

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

(ii) The Subsidiary Companies and Joint Venture Companies considered in the consolidated financial statements are:


			% Voting power
		Country of	held as at
Name of the Company	Relationship	Incorporation	March 31, 2007

Karishma Advertising Private Limited	Subsidiary	India		99.95
SSC&B Lintas Private Limited	Subsidiary	India		99.99
Initiative Media (India) Private Limited	Subsidiary	India		99.90
Quadrant Communications Limited	Subsidiary	India		51.00
Sprint Advertising Private Limited*	Subsidiary	India		99.73
Pathfinders and Market Research Private Limited*	Subsidiary	India		98.93
Lin-TV Advertising Private Limited*	Subsidiary	India		98.93
Aaren Initiative Outdoor Advertising Private Limited	Joint Venture	India		50.00
Unitas Creative Television Private Limited	Joint Venture	India		49.97


*	Shareholding is through subsidiaries, Karishma Advertising Private Limited and Initiative Media (India) Private Limited.

C Other Significant Accounting Policies

(a) Commission and Service Fees

(i) Commission and service fees represent income from jobs completed on behalf of clients.

(ii) Commission in respect of advertisements, which requires performance of only creative work, is recognised in the period during which the advertisement is published or aired, based on the management’s estimates and / or statements received from the client or the agency on record.

(iii) Retainer fees are accounted on an accrual basis over the period of contract.

(b) Employee Benefits

(i) The Company, its subsidiaries and jointly controlled entity makes regular contribution to approved provident, pension and superannuation funds. These contributions are charged to the Profit and Loss Account.

(ii) The liability for gratuity is determined on the basis of an actuarial valuation by an independent actuary at the year end.

(iii) In respect of the Company, its subsidiaries and jointly controlled entity, provision towards accrued leave is made based on the accrued leave balances, as per its policy, for each employee on its rolls as at the year end.

(i) Fixed Assets are stated at cost less accumulated depreciation.

(ii) Depreciation on Fixed Assets is provided on the written down value method at the rates specified in Schedule XIV to the Companies Act, 1956, of India, except for computer software, which is amortised on the straight-line method over a period of three years. On additions, depreciation is provided for the full year irrespective of the dates of additions during the year. On assets sold, discarded,

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

demolished or destroyed during the year, no depreciation is provided during the year. All fixed assets individually costing Rs. 5,000 and less are depreciated fully in the year of acquisition.


	(d)	Investments / Dividend on Investments Long-term investments are stated at cost less provision, if any, for permanent diminution in value. Current investments are stated at lower of cost and fair value. Dividends are accounted for when the right to receive the dividend is established.


	(e)	Jobs in Progress Jobs in Progress, representing expenses incurred on client jobs, are carried at cost.


	(f)	Deferred Taxation Deferred tax arising from timing differences between book and tax profits is accounted for under the liability method, at the current / substantially enacted rate of tax, to the extent that the timing differences are expected to crystallise / capable of reversal as deferred tax charge / benefit in the Profit and Loss Account and as deferred tax liability / asset in the Balance Sheet.

(g) Foreign Exchange transactions

(i) Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on account of differences in foreign exchange rates on settlement / translation of monetary assets and liabilities are recognised in the Profit and Loss Account. Non-monetary foreign currency items are carried at cost.

(ii) Gains and Losses on account of foreign exchange fluctuation in respect of liabilities in foreign currencies specific to acquisition of fixed assets are adjusted to the carrying cost of the respective fixed assets.


	(h)	Provisions and Contingent Liabilities A provision is recognised when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation but the likelihood of outflow of resources is remote, no provision or disclosure as specified in Accounting Standard 29 — ‘Provisions, Contingent Liabilities and Contingent Assets’, is made.


	(i)	Impairment of Assets At each balance sheet date an assessment is made as to whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. If such recoverable amount of the asset or recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Profit and Loss Account. If at the Balance Sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.


2	Other Debts and Share in Joint Ventures under Sundry Debtors include Unbilled Media Rs. 1,322,383,570 and Unbilled Production Rs. 391,581,652 representing spots / insertions released in media prior to the

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

year-end and production jobs completed prior to the year-end, respectively, the debit notes for which are being raised subsequently.

3 Contingent liabilities

(i) Claims to the extent ascertainable, not acknowledged as debts Rs. 4,079,878.

(ii) Disputed income-tax matters aggregating Rs. 32,308,314, details of which are as under:

(a) In respect of Assessment Year 1994-95, Rs. 14,474,910 being penalty under Section 271(1)(c) of the Income Tax Act, 1961. The matter was decided in the Company’s favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

(b) In respect of Assessment Year 1997-98, Rs. 6,216,065 being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company’s favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

(c) In respect of Assessment Year 1998-99, Rs. 4,778,402 being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company’s favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

(d) In respect of Assessment Year 1999-00, Rs. 2,224,834 being the effect of certain disallowances by the Income Tax authorities. The matter was decided in the Company’s favour at the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

(e) In respect of a subsidiary of the Company, for Assessment Year 2001-02, Rs. 486,243 being penalty under Section 271(1)(c) of the Income Tax Act, 1961, against which an appeal has been preferred to the Income Tax Appellate Tribunal.

(f) In respect of a subsidiary of the Company, for Assessment Year 2003-04, Rs. 3,907,769 being the effect of a disallowance by the Income Tax authorities. The matter was decided in the subsidiary’s favour by the Commissioner of Income Tax (Appeals). However, the income tax department has preferred an appeal to the Income Tax Appellate Tribunal against the order of the Commissioner of Income Tax (Appeals).

(g) In respect of a subsidiary of the Company, for Assessment Year 2004-05, Rs. 220,091 being the effect of a disallowance by the Income Tax authorities against which the appeal has been preferred to the Commissioner of Income Tax (Appeals).

The timing and the amount of cash outflows, if any, that may arise from the above matters will be determined only on settlement of the cases.

4 Segmental Information

In accordance with the requirements of Accounting Standard 17 on Segment Reporting, the Companies forming part of consolidated financial statements are exclusively engaged in the business of “Advertising”. Thus the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segments assets, the total amount of charge for depreciation

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

during the year are all as reflected in the Financial Statements for the year ended 31st March 2007 and as on that date.

5 (i) Related Party Disclosures


(a)	Control:
	Substantial interest in the voting power of the Company	49% of the paid-up share capital of the Company held by Lowe & Partners Worldwide Inc. (Refer Note 13 below)
(b)	Joint Control	Unitas Creative Television Private Limited Aaren Initiative Outdoor Advertising Private Limited
(c)	Key Management Personnel:	P.R. Mehta (Lintas) S.C. Munsiff (Lintas)
(d)	Enterprises in the Group with whom transactions have taken place during the year	Lowe LDB (Private) Ltd. — Srilanka Lowe & Partners — Jakarta Initative Media GmbH Lowe Malaysia Initiative Media F.Z.L.L.C, U.A.E Lowe — AsiaPacific Lowe Worldwide Ltd. — London Lowe & Partners — New York Lowe — Philippines Lowe Bull Gauteng (Pty) Ltd. PT Citra Lintas Indonesia Lowe China Lowe & Partners Middle East North Africa F.Z.L.L.C. Lowe & Partners (Singapore) Pte Ltd. Lowe & Partners SDN BHD, Malaysia Lowe & Partners STD Tokyo Initiative — Sydney Initiative Media London Ltd. Shanghai Lintas Advtg Co Ltd Interpublic Group New York Initiative New York Lowe Limited — Vietnam Lowe Brazil Lowe Bangkok Lowe Inc — Philippines Lowe LTDA Lowe Paris

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR

THE YEAR ENDED 31ST MARCH 2007

5 (ii) The following transactions were carried out with related parties mentioned in (i) above.


					Enterprises in the
					Group with whom
					transactions have
			Key Management		taken place
	Joint Control		Personnel		during the year
Particulars	2006-2007		2006-2007		2006-2007
	Rupees

Commission and Service Fees (net)
Aaren Initiative Outdoor Advertising Private Limited		47,691,186		—		—
Others		—		—		(20,359,180	)

Remuneration
Prem Mehta		—		32,448,463		—
Shahrook Munsiff		—		12,218,377		—

Miscellaneous
Lowe Bull Gauteng (Pty) Ltd.		—		—		4,208,622
PT.Citra Lintas Indonesia		—		—		1,759,612
Lowe & Partners SDN BHD, Malaysia		—		—		1,107,869
Others		—		—		2,742,594

Figures in brackets indicate income

5 (iii) The following are balances of related parties mentioned in (i) above.


							Enterprises in the
							Group with whom
							transactions have
				Key Management			taken place
	Joint Control			Personnel			during the year
	As at 31st			As at 31st			As at 31st
Particulars	March 2007			March 2007			March 2007
	Rupees

Sundry Debtors
Lowe & Partners Worldwide Limited		—			—			2,431,338
Shanghai Lintas Advtg Co Ltd		—			—			2,122,315
Aaren Initiative Outdoor Advertising Private Limited		5,824,508			—			—
Others		—			—			4,034,549

Loans and Advances
Unitas Creative Television Private Limited		10,200			—			—

Sundry Creditors
Aaren Initiative Outdoor Advertising Private Limited		(5,036,580	)		—			—
Prem Mehta		—			(7,474,886	)		—
Others		—			—			(1,147,080	)

Figures in brackets indicate liabilities

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2007


6.	Details of Purchase and Sale of investments during the year ended 31st March 2007


	Balance as at 31st March 2006				Purchased during the Year				Sold during the Year				Balance as at 31st March 2007
Investments	Quantity		Rupees		Quantity		Rupees		Quantity		Rupees		Quantity		Rupees

Long Term
Unquoted Investments in Mutual Funds:
DSP Merrill Lyinch Oppurtunities Fund — Dividend — Regular of the face value of Rs. 10 each fully paid up		196,873		3,400,000		—		—		—		—		196,873		3,400,000
DSPML Floating Rate Fund — Regular Plan — Weekly Dividend of the face value of Rs. 10 each fully paid up		740,843		7,436,476		231,986		2,329,503		247,895		2,489,400		724,934		7,277,519
DSPML Oppurtunities Fund — Dividend of the face value of Rs. 10 each fully paid up		107,571		2,600,000		129,857		3,071,219		70,604		1,981,719		166,824		3,987,468
HDFC Cash Management Fund — Savings Plan — Growth Option of the face value of Rs. 10 each fully paid up		7,054,773		100,000,000		3,396,324		50,000,000		5,751,592		87,000,000		4,699,505		68,472,329
HDFC Equity Fund — Dividend of the face value of Rs. 10 each fully paid up		310,874		10,368,782		389,303		14,947,223		—		—		700,177		25,316,006
HDFC Multiple Yield Fund — Growth of the face value of Rs. 10 each fully paid up		723,138		8,000,000		—		—		723,138		8,808,685		—		—
HDFC Multiple Yield Fund Plan 2005 — Growth of the face value of Rs. 10 each fully paid up		2,100,000		21,000,000		—		—		2,100,000		23,148,300		—		—
HDFC Top 200 Fund — Dividend of the face value of Rs. 10 each fully paid up		150,410		3,300,000		—		—		—		—		150,410		3,300,000

SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2007


6.	Details of Purchase and Sale of investments during the year ended 31st March 2007


	Balance as at 31st March 2006				Purchased during the Year				Sold during the Year				Balance as at 31st March 2007
Investments	Quantity		Rupees		Quantity		Rupees		Quantity		Rupees		Quantity		Rupees

OEFD HSBC Equity Fund — Dividend of the face value of Rs. 10 each fully paid up		165,474		3,300,000		—		—		—		—		165,474		3,300,000
Prudential ICICI FMP — Growth Yearly XII — Yearly Plus of the face value of Rs. 10 each, fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,783,000		—		—
Prudential ICICI Plan 1 Year Plus — Growth (Normal) of the face value of Rs. 10 each fully paid up		3,000,000		30,000,000		—		—		3,000,000		32,038,800		—		—
Reliance Fixed Tenor Fund Plan A — Growth Plan of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		—		—		1,000,000		10,000,000
Reliance Floating Rate Fund — Weekly Dividend Plan of the face value of Rs. 10 each fully paid up		817,425		8,246,048		251,680		2,538,174		267,851		2,701,300		801,254		8,082,197
Reliance Vision Fund — Dividend Plan of the face value of Rs. 10 each fully paid up		41,285		2,067,327		75,075		3,291,932		40,780		2,086,592		75,580		3,335,789
Standard Chartered Liquidity Manager Plus — Weekly Dividend of the face value of Rs. 1000 each fully paid up		100,043		100,088,310		111,702		111,778,178		—		—		211,745		211,866,488
Templeton India Equity Income Fund — Dividend of the face value of Rs. 10 each fully paid up		—		—		488,759		5,000,000		—		—		488,759		5,000,000

SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2007


6.	Details of Purchase and Sale of investments during the year ended 31st March 2007


	Balance as at 31st March 2006				Purchased during the Year				Sold during the Year				Balance as at 31st March 2007
Investments	Quantity		Rupees		Quantity		Rupees		Quantity		Rupees		Quantity		Rupees

Templeton India Short Term Income Plan — Growth of the face value of Rs. 1000 each fully paid up		23,815		30,000,000		—		—		—		—		23,815		30,000,000

SUB TOTAL (A)		17,532,524		349,806,943		5,074,686		192,956,229		13,201,860		171,037,796		9,405,350		383,337,796


Current
Unquoted Investments in Mutual Funds:
Deutsche Fixed Term Fund — Series 8 — Dividend of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,000,000		—		—
HDFC Fixed Maturity Plans 3M June 2006(1) — Dividend of the face value of Rs. 10 each fully paid up		—		—		3,000,000		30,000,000		3,000,000		30,005,700		—		—
HDFC Fixed Maturity Plans 3M March 2006(1) — Institutional Plan — Dividend of the face value of Rs. 10 each fully paid up		3,000,000		30,000,000		—		—		3,000,000		30,005,187		—		—
HDFC Fixed Maturity Plans 3M May 2006(1) — Dividend of the face value of Rs. 10 each fully paid up		—		—		3,000,000		30,000,000		3,000,000		30,005,100		—		—
HDFC Fixed Maturity Plans 90D March 07(4) Retail Plan Dividend of the face value of Rs. 10 each fully paid up		—		—		3,000,000		30,000,000		—		—		3,000,000		30,000,000
HSBC Cash Fund — Institutional — Plus Weekly Dividend of the face value of Rs. 10 each fully paid up		9,994,331		100,071,185		11,218,661		112,350,052		21,212,992		212,485,715		—		—

SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2007


6.	Details of Purchase and Sale of investments during the year ended 31st March 2007


	Balance as at 31st March 2006				Purchased during the Year				Sold during the Year				Balance as at 31st March 2007
Investments	Quantity		Rupees		Quantity		Rupees		Quantity		Rupees		Quantity		Rupees

HSBC Fixed Term Series 7 — Dividend of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,000,700		—		—
HSBC Fixed Term Series VIII — Dividend of the face value of Rs. 10 each fully paid up		3,000,000		30,000,000		—		—		3,000,000		30,003,357		—		—
HSBC Liquid Plus Institutional Plus — Weekly Dividend of the face value of Rs. 10 each fully paid up		—		—		8,083,808		80,972,800		—		—		8,083,808		80,972,800
Kotak FMP Series 23 — Dividend of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,009,236		—		—
Reliance Fixed Horizon Fund — II Monthly Plan — Series 1 — Retail Dividend Plan of the face value of Rs. 10 each fully paid up		—		—		5,000,000		50,000,000		5,000,000		50,000,000		—		—
Reliance Fixed Horizon Fund I — Monthly Plan — Series IV — Dividend of the face value of Rs. 10 each fully paid up		—		—		5,000,000		50,000,000		5,000,000		50,000,000		—		—
Reliance Fixed Horizon Fund — Dividend option of the face value of Rs. 10 each fully paid up		—		—		3,000,000		30,000,000		3,000,000		30,000,000		—		—
Reliance Monthly Interval Fund — Series I — Institutional Dividend Plan of the face value of Rs. 10 each fully paid up		—		—		5,000,000		50,000,000		—		—		5,000,000		50,000,000

SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2007


6.	Details of Purchase and Sale of investments during the year ended 31st March 2007


	Balance as at 31st March 2006				Purchased during the Year				Sold during the Year				Balance as at 31st March 2007
Investments	Quantity		Rupees		Quantity		Rupees		Quantity		Rupees		Quantity		Rupees

Standard Chartered Fixed Maturity Plan — Quarterly Series — 5 of the face value of Rs. 10 each fully paid up		—		—		2,016,940		20,169,400		—		—		2,016,940		20,169,400
Standard Chartered Fixed Maturity Plan SCFMP — 3 — Dividend of the face value of Rs. 10 each fully paid up		5,500		55,000		—		—		5,500		55,000		—		—
Standard Chartered Fixed Maturity Plan SCFMP — 3 — Dividend of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,000,000		—		—
Standard Chartered Fixed Maturity Plan SCFMP — 4 — Dividend of the face value of Rs. 10 each fully paid up		3,850		38,500		—		—		3,850		38,500		—		—
Standard Chartered Fixed Maturity Plan SCFMP — 4 — Dividend of the face value of Rs. 10 each fully paid up		1,000,000		10,000,000		—		—		1,000,000		10,000,000		—		—
Tata Fixed Horizon Fund Series 8 — Scheme D — IP — Periodic Dividend of the face value of Rs. 10 each fully paid up		—		—		2,000,000		20,000,000		—		—		2,000,000		20,000,000

SUB TOTAL (B)		21,003,681		210,164,685		50,319,409		503,492,252		51,222,342		512,608,495		20,100,748		201,142,200

TOTAL (A+B)				559,971,628				696,448,481				683,646,291				584,479,996

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR

ENDED 31ST MARCH 2007


7	Disclosure of Interest in Joint Ventures

The Group’s interest in jointly controlled entities (incorporated Joint Ventures) are:


				As at
				March 31,
				2007
				Rupees

I	ASSETS
	1	Fixed Assets			2,214,961
	2	Investments			—
	3	Deferred Tax Assets — Net			363,111
	4	Current Assets, Loans and Advances
		a)	Jobs in Progress		—
		b)	Sundry Debtors		97,940,111
		c)	Cash and Bank Balance		2,068,614
		d)	Loans, Advances and Other Current Assets		5,758,919

II	LIABILITIES
	1	Shareholders’ Funds — Reserves and Surplus			11,384,787
	2	Current Liabilities and Provisions
		a)	Liabilities		94,031,146
		b)	Provisions		349,283


			For the Year
			Ended
			March 31, 2007
			Rupees

III	INCOME
	1	Commission and Service Fees		21,494,420
	2	Other Income		7,524,571
IV	EXPENDITURE
	1	Administrative and General Expenses		15,648,130
	2	Depreciation		882,055
		Profit before Taxation		12,488,806
		Provision for taxation (including deferred taxation)		4,660,733
		Profit after Taxation		7,828,073
V	OTHER MATTERS
		Contingent Liabilities		—


8	Disclosure as required by Accounting Standard 19 on Leases, issued by the Institute of Chartered Accountants of India is given below:

As lessee/licensee

(i) The Company, its subsidiaries and jointly controlled entities have taken various residential, office and godown premises under operating lease or leave and license agreements. These are not non-cancellable and

LINTAS INDIA PRIVATE LIMITED
SCHEDULE 16

NOTES TO THE CONSOLIDATED ACCOUNTS AS AT AND FOR THE YEAR

ENDED 31ST MARCH 2007

range between 11 months and 9 years 11 months and are renewable by mutual consent on mutually agreeable terms.

(ii) Lease payments are recognised in the statement of Profit and Loss Account under ‘Rent’ in Schedule 15.


9	Bank guarantees (secured against Margin Money Deposits aggregating Rs. 4,000,000) outstanding at year end aggregated Rs. 13,100,000.


10	Other Interest under Schedule 14 comprises interest on income tax refunds Rs. 15,766,308 and bank interest Rs. 3,358,630.


11	Earnings Per Share	2006-2007

	Profit after Taxation and Minority Interest for the year (Rs.)(A)		326,682,896
	Number of Equity Shares(B)		48,000
	Earnings per share (Rs.) — Basic and Diluted (A/B)		6,805.89
	Nominal value of an equity share (Rs.)		100


12	Provision for Contingencies with respect to indirect taxes made in accordance with the Company policy stated in Note 1(C)(h) above.


	Rupees

Opening Balance		—
Add: Additional provision made		18,451,667
Amount Utilised		—
Provision Reversed		—

Closing Balance		18,451,667

The timing and the amount of cash outflows, if any, that may arise from the above matters will be determined only on settlement of the cases.

The Board of Directors at their meeting held on 4th June 2007 approved the buy back of 3,730 shares of Rs.100 each which was subsequently ratified by the members at the Extraordinary General Meeting on 6th June 2007. The Company bought back 3,730 equity shares of Rs. 100 each from ‘A’ shareholders in proportion of their shareholding and the buy back procedures were completed as per the terms of the letter of offer dated 4th June 2007. Accordingly, with effect from 29th June 2007, the paid up capital is Rs. 4,427,000 (44,270 equity shares of Rs. 100 each).

On 29th June 2007, the ‘A’ shareholders transferred 20,750 equity shares of Rs. 100 each to Interpublic Mauritius Limited (a subsidiary of Interpublic Group of Companies) as per Foreign Investment Promotion Board (FIPB) approval dated 31st May 2007. Subsequent to this transfer, the entire share capital of the Company is now held by two Overseas corporate bodies — Lowe & Partners Worldwide Inc. and Interpublic Mauritius Limited, both being subsidiaries of Interpublic Group of Companies.

EX-99.2

EXHIBIT 99.2

Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2007 is as follows:

($ in millions, except per share amounts)


	Historical									Unaudited
	IPG			Lintas			Adjustments			Pro Forma IPG

Revenue	$	3,011.8		$	18.4		$	(0.4	)	$	3,029.8
Total operating expenses		2,990.4			13.6			0.4			3,004.4

Operating income		21.4			4.8			(0.8	)		25.4
Total (expenses) and other income		(48.8	)		1.5			(0.1	)		(47.4	)

(Loss) income before income taxes		(27.4	)		6.3			(0.9	)		(22.0	)
(Benefit of) provision for income taxes		(37.1	)		3.3			(0.1	)		(33.9	)

Income of consolidated companies		9.7			3.0			(0.8	)		11.9
Income applicable to minority interests, net of tax		(2.0	)		(0.1	)		0.0			(2.1	)
Equity in net income of unconsolidated affiliates, net of tax		3.4			—			(1.9	)		1.5

Net income		11.1			2.9			(2.7	)		11.3
Dividends on preferred stock		13.8			—			—			13.8

Net (loss) income applicable to common stockholders	$	(2.7	)	$	2.9		$	(2.7	)	$	(2.5	)

Loss per share of common stock:
Basic and diluted	$	(0.01	)							$	(0.01	)
Weighted-average number of common shares outstanding:
Basic and diluted		456.7									456.7

Unaudited pro forma condensed consolidated statement of operations for the twelve months ended December 31, 2006 is as follows:

($ in millions, except per share amounts)


	Historical									Unaudited
	IPG			Lintas			Adjustments			Pro Forma IPG

Revenue	$	6,190.8		$	37.1		$	(0.5	)	$	6,227.4
Total operating expenses		6,084.8			29.0			0.9			6,114.7

Operating income		106.0			8.1			(1.4	)		112.7
Total (expenses) and other income		(111.0	)		2.6			(0.2	)		(108.6	)

(Loss) income from continuing operations before income taxes		(5.0	)		10.7			(1.6	)		4.1
Provision for income taxes		18.7			3.3			(0.2	)		21.8

(Loss) income from continuing operations of consolidated companies		(23.7	)		7.4			(1.4	)		(17.7	)
Income applicable to minority interests, net of tax		(20.0	)		(0.1	)		(0.0	)		(20.1	)
Equity in net income of unconsolidated affiliates, net of tax		7.0			—			(2.7	)		4.3

(Loss) income from continuing operations		(36.7	)		7.3			(4.1	)		(33.5	)
Dividends on preferred stock		47.6			—			—			47.6

(Loss) income from continuing operations applicable to common stockholders	$	(84.3	)	$	7.3		$	(4.1	)	$	(81.1	)

Loss per share of common stock from continuing operations — basic and diluted:	$	(0.20	)							$	(0.19	)
Weighted-average number of common shares outstanding:
Basic and diluted		428.1									428.1

Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations

Note 1: Basis of Pro Forma Presentation

The unaudited pro forma condensed consolidated statements of operations give effect to the acquisition of Lintas using the purchase method of accounting under accounting principles generally accepted in the United States (“U.S. GAAP”) for the six months ended June 30, 2007 and for the year ended December 31, 2006 as if the acquisition had been completed as of January 1, 2006. The purchase price in excess of the estimated fair value of the tangible net assets acquired was allocated to goodwill and identifiable intangible assets. Lintas does not have significant amounts of tangible assets, therefore a substantial portion of the total consideration has been allocated to goodwill and identifiable intangible assets. The Company is in the process of obtaining final third party valuations for the intangible assets and adjustments could be made to the preliminary values assigned to the assets and liabilities acquired that would primarily be offset by a change in goodwill. The final determination of the estimated fair value of the acquired net assets will be completed as soon as possible, but no later than one year from the June 29, 2007 acquisition date.

The unaudited pro forma condensed consolidated statements of operations are presented for illustrative purposes and are not indicative of the results of operations that would have been achieved if the acquisition had been completed earlier or of future operating results. The historical IPG condensed consolidated

statements of operations have been derived from and should be read in conjunction with the financial statements of IPG for the six months ended June 30, 2007 (unaudited) and for the year ended December 31, 2006 as filed with the Securities and Exchange Commission. The condensed consolidated statement of operations for Lintas for the six months ended June 30, 2007 has been derived from its unaudited consolidated financial statements from January 1 through June 30 of 2007. The condensed consolidated statement of operations for Lintas for the year ended December 31, 2006 has been derived from and should be read in conjunction with the audited financial statements of Lintas for the year ended March 31, 2007 attached as Exhibit 99.1.

Note 2: Adjustments

Adjustments primarily were made to conform Lintas’ consolidated financial statements which were prepared in accordance with Indian GAAP to U.S. GAAP. The Company prepared a reconciliation of net profit and shareholders’ funds prepared in accordance with Indian GAAP to Lintas’ comparable financial measures calculated and presented in accordance with U.S. GAAP. The reconciling items were as follows:

Lease Amortization — Lintas has lease payments related to various operating leases that have scheduled rent increases associated with them. Under U.S. GAAP, an adjustment was recorded so that the effects of those scheduled rent increases were recognized by the lessee on a straight-line basis over the lease term.

Fringe Tax Benefits — An adjustment was recorded to reclassify these costs as office & general expenses as they are classified after provision for current tax under Indian GAAP.

Investments — An adjustment was recorded to adjust the current investments to fair value because under Indian GAAP current investments are stated at cost or fair value, whichever is lower and long-term investments are carried at cost.

Equity Investments — Lintas has joint ventures which are consolidated for Indian GAAP purposes. An adjustment was recorded to comply with equity method accounting under U.S. GAAP, which primarily affected revenue and operating expenses.

Undistributed Profits — An adjustment was recorded in accordance with Accounting Principles Board Opinion No. 23, Accounting for Income Taxes — Special Areas, to record deferred taxes on undistributed profits as the transfer of these earnings from Lintas’s subsidiaries and joint ventures to the parent company in India is relatively certain.

Minority Interest — An adjustment was recorded for minority interest related to the adjustment to undistributed profits related to investments in entities where Lintas is a minority owner.

Adjustments were also made to conform Lintas’ consolidated financial statements with the Company’s policies related to depreciation of fixed assets and provision for doubtful accounts and for certain other pro forma adjustments related to equity in net income of Lintas and amortization of intangible assets.

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