MIRA INFORM REPORT

Report Date :

19.12.2007

IDENTIFICATION DETAILS

Name :	VODAFONE ESSAR EAST LIMITED
Formaly known as:	HUTCHISON TELECOM EAST LIMITED
Registered Office :	T.R.Co.From Delhi Constania Office Complex, 11 Dr. U N Bramacharian Street, Kolkata- 700017, West Bengal
Country :	India
Financials (as on) :	31.12.2005
Date of Incorporation :	27.03.1992
Com. Reg. No.:	079998
CIN No.: [Company Identification No.]	U32204WB1992PLC079998
Legal Form :	Closely Held Public Limited Liability Company
Line of Business :	Providing Cellular Services in East India

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 20884312
Status :	Satisfactory
Payment Behaviour :	Slow
Litigation :	Unknown
Comments :	Subject is a well – established company proving cellular services in East India. Trade relations are fair. The company had been successful in wiping – off all its previous losses during the year 2005-06. Business is active. Payments are reported as slow but correct. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	T.R.Co.From Delhi Constania Office Complex, 11 Dr. U N Bramacharian Street, Kolkata- 700017, West Bengal, India
Tel. No.:	91-33-9830098650
Fax No.:	91-33-22477569
E-Mail :	Anirban.debray@hutch.in Manmohan.kothari@hutchindia.com

DIRECTORS

Name :	Mr. Asim Ghosh
Designation :	Managing Director
Address :	64, NCPA Apartments, B – Wing, Opp. The Oberol, Mumbai – 400021, Maharashtra, India
Date of Birth/Age :	07.12.1047
Date of Appointment :	22.12.2006
Name :	Mr. Frank John Sixt
Designation :	Director
Address :	Flat – G/B, Knigts Bridge, Court No 28, Banker Road, The Peak, Hongkong
Date of Birth/Age :	29.11.1951
Date of Appointment :	27.07.2000
Name :	Mr. Dennis Lui
Designation :	Director
Address :	Duplex – 5, Dynastyvill, 8 Dyansty Helghts Beacon Hill, Kin, Hongkong
Date of Birth/Age :	02.03.1951
Date of Appointment :	29.11.2001
Name :	Mr. Geoffrey D. Carolan
Designation :	Director
Address :	12^th Floor, Urmi 65, Worli Sea Face Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	13.03.1966
Date of Appointment :	29.11.2001
Name :	Mr. Christopher John Foll
Designation :	Director
Address :	Suraj Apartment, 9 – 9A Floor, Candy Breach, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	16.08.1956
Date of Appointment :	23.03.2003
Name :	Mr. Vikash Saraf
Designation :	Director
Address :	28, Saker Apartments, 71 Pochkhanwala Road, Worli, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	18.12.1968
Date of Appointment :	01.02.2005
Name :	Mr. Shivendra Gupta
Designation :	Director
Address :	A1 – 62, Mahindra Gardens, Near – Patkar College, S. V. Road, Goregaon (W), Mumbai – 400062, Maharashtra, India
Date of Birth/Age :	12.08.1970
Date of Appointment :	24.03.2003
Name :	Mr. Narayan S. Ayypankav
Designation :	Director
Address :	1, Smruthi Plot No. 27, Pestom Sagar Road, No. 4, Chembur, Mumbai – 400089, Maharashtra, India
Date of Birth/Age :	09.11.1960
Date of Appointment :	24.03.2003
Name :	Mr. Ravikant N. Ruia
Designation :	Director
Address :	Bin Hamoodah Villa, 17 Plot No. 992, 332/4, Jumeiram Street, Dubai
Date of Birth/Age :	22.04.1949
Date of Appointment :	27.08.2003
Name :	Mr. Anshuman S. Ruia
Designation :	Director
Address :	67 – A, Walkeshwar, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	11.03.1971
Date of Appointment :	27.08.2003
Name :	Mr. Christopher John Sanderson
Designation :	Alternate Director
Address :	11, Atherton Street, London SW 11, 2JE London – 999999, UK
Date of Birth/Age :	30.08.1964
Date of Appointment :	22.12.2006
Directorship in other companies:
Name:	Hutchison Essar Limited
Designation:	Managing Director
CIN of Company:	U32200MH1999PTC119108
Name:	Hutchison Essar Telecom Limited
Designation:	Additional Director
CIN of Company:	L64202DL1997PLC088087
Name:	Essar Spacetel Private Limited
Designation:	Additional Director
CIN of Company:	U72200DL1997PTC085764
Name:	Fascel Limited
Designation:	Additional Director
CIN of Company:	U32100GJ1995PLC035282
Name:	Hutchison Essar South Limited
Designation:	Additional Director
CIN of Company:	U74899DL1995PLC074451
Name:	Aircel Digilink India Limited
Designation:	Additional Director
CIN of Company:	U64201DL1997PLC088088
Name:	Hutchison Essar Cellular Limited
Designation:	Additional Director
CIN of Company:	U64202TZ1995PLC007674
Name:	Telecom Investments India Private Limited
Designation:	Director
CIN of Company:	U65990MH1997PTC112707
Name:	Jaykay Finholding (India) Private Limited
Designation:	Director
CIN of Company:	U65990MH1999PTC121979
Name:	UMT Investments Limited
Designation:	Director
CIN of Company:	U65993WB1997PTC085278
Name:	Usha Martin Telematics Limited
Designation:	Director
CIN of Company:	U32202WB1995PTC069502
Name:	Goldspot mercantile company private limited
Designation:	Director
CIN of Company:	U15928MH2006PTC159281
Name:	Centrino Trading company private limited
Designation:	Director
CIN of Company:	U51900MH2006PTC158894
Name:	Plustech mercantile company private Limited
Designation:	Director
CIN of Company:	U51900MH2006PTC158923

KEY EXECUTIVES

Name :	Mr. Pinaki Sircar
Designation :	Company Secretary
Address :	31/7, N. C. Chowdhury, Road, Kolkata – 700042, West Bengal
Date of Birth/Age :	20.11.1955
Date of Appointment :	18.06.2002

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares	Percentage of Holding
Central Depository Services (India) Limited		193441584
Mr. Asim Ghosh		10
Mr. Sandip Das		10
Asian Telecommunication Investments (Mauritus) Limited		63014000
Usha Martin Telematics Limited		65585947
Mr. Christopher John Foll		10
Mr. Geoffrey D. Carolan		10
Mr. Ramanathan Kumar		10
Mr. Pinaki Sircar		1
Mr. Suresh Bagrodia		1
Mr. Manmohan Kothari		1
Total		322041584
Category		Percentage
Bodies Corporate (Not Mentioned Above)		100

BUSINESS DETAILS

Line of Business :

Providing Cellular Services in East India

GENERAL INFORMATION

Bankers :

ABN Amro Bank N.V.

Kolkata Office: ITC Centre, 4 Russell Street, Kolkata – 700071

Mumbai Office: 74, Sakhar Bhavan, 7^th Floor, Nariman Point, Mumbai - 400021

Facilities :

Loan Funds

Secured Loan	31.12.2004
Term Loans from Bank (See Notes Below)	Rs.1000.000 Millions

Notes:

• Term Loans to the extent of:

a) Rs. (In Million)350 from Bank of America is secured by way of first charge ranking pari-passu with the existing charge on the fixed and current assets of the company and also by a corporate guarantee from Hutchison Whampoa Limited.

a) Rs. (In Million) 650 From ABN Amro Bank is secured by way of first charge ranking pari-passu with the existing charge on theStock, Book debts and fixed assets of the company and also by a corporate guarantee from Hutchison Whampoa Limited.

• All iteam loans are due within one year

Banking Relations :	Satisfactory
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	Plot No.Y-14, Block – EP. Sector – V, Salt Lake Electronic Complex, Bidhan Nagar – 700091, West Bengal, India
Associates/Subsidiaries :	Hutchison Essar Limited Hutchison Essar Telecom Limited Essar Spacetel Private Limited Essar Teleholding Limited Fascel Limited Hutchison Essar South Limited Aircel Digilink India Limited Asian Telecommunication Investment Limited Hutchison Essar Cellular Limited Telecom Investments India Private Limited Jaykay Finholding (India) Private Limited UMT Investments Limited Usha Martin Telematics Limited Goldspot mercantile company private limited Centrino Trading company private limited Plustech mercantile company private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity shares	Rs.10/- each	Rs.2000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
193441637	Equity shares	Rs.10/- each	Rs.1934.416 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2005	31.12.2004
SHAREHOLDERS FUNDS
1] Share Capital		1934.416	1934.416
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		3286.662	2730.398
4] (Accumulated Losses)		0.000	0.000
NETWORTH		5221.078	4664.814
LOAN FUNDS
1] Secured Loans		0.000	1000.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.000	1000.000
DEFERRED TAX LIABILITIES		24.870	92.171
TOTAL		5245.948	5756.985
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2440.815	2335.668
Capital work-in-progress		166.984	252.391
INVESTMENT		2842.757	2842.657
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	12.555	12.441
	Sundry Debtors	197.606	139.146
	Cash & Bank Balances	239.029	180.828
	Other Current Assets	154.095	125.125
	Loans & Advances	447.659	87.195
Total Current Assets		1050.944	544.735
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	1231.489	1039.259
	Provisions	24.063	3.627
Total Current Liabilities		1255.552	1042.886
Net Current Assets		(204.608)	(498.151)
MISCELLANEOUS EXPENSES		0.000	0.000
Profit and Loss Acount		0.000	824.420
TOTAL		5245.948	5756.985

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2004
Sales Turnover		3652.460
Other Income		34.530
Total Income		3686.990
Profit/(Loss) Before Tax		1001.060
Provision for Taxation		95.390
Profit/(Loss) After Tax		905.670
Earnings in Foreign Currency :
	Export Earnings	29.480
	Other Earnings	0.000
Total Earnings		29.480
Imports :
	Capital Goods	473.250
	Others	0.000
Total Imports		473.250
Expenditures :
	Administrative Expenses	2119.660
	Interest	110.370
	Insurance Expenses	0.000
	Power & Fuel	0.000
	Depreciation & Amortization	455.900
	Other Expenditure	0.000
Total Expenditure		2685.930

KEY RATIOS

PARTICULARS		31.12.2004
PAT / Total Income	(%)	24.56
Net Profit Margin (PBT/Sales)	(%)	27.40
Return on Total Assets (PBT/Total Assets}	(%)	34.75
Return on Investment (ROI) (PBT/Networth)		0.21
Debt Equity Ratio (Total Liability/Networth)		0.83
Current Ratio (Current Asset/Current Liability)		0.52

LOCAL AGENCY FURTHER INFORMATION

Form 8

Name of the company	Hutchison Telecom East Limited
Presented By	Pinaki Sircar, Company Secretary and Head – Finance of Hutchison Telecom East Limited
1) Date and description of instrument creating the change	Loan facility agreement dated the 27^th day of August 2003, Executed between Hutchison Telecom East Limited. (Therein and herein after referred to as the company) and ABN Amro Bank N.V.(therein and hereinafter referred to as the Bank)
2) Amount secured by the charge/amount owing on the securities of charge	Loan Facility of Rs.1.290 Million (hererinafter referred to as the facility) i.e. Coimbined limit of Rs.1.290 Million to be used interchangeable for general banking (Overdraft – O/D/ Short term prime leading rate loans (STPLR)/FCNR (B) Loans/ Letter of Credit/ Guarantee)
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	By way of hypothecation of stocks and bookdebts of the company on pari passu and hypothecation of fixed assets of the company on peri passu basis.
4) Gist of the terms and conditions and extent and operation of the charge.	In Consideration of the Bank having agreed to lend and advance to the company the facility, agreement and declaration by the company, inter alia, as follows: Covenant by the company that the company shall not be in breach of any term, covenant, representation or warranty contained in the loan facility agreement dated the 27^th day of August, 2003.
5) Name and Address and description of the person entitled to the charge.	ABN Amro Bank N.V. Kolkata Office: ITC Centre, 4 Russell Street, Kolkata – 700071 Mumbai Office: 74, Sakhar Bhavan, 7^th Floor, Nariman Point, Mumbai - 400021
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable

Corporate identity number (CIN) Foreign company registration number	U32204WB1992PLC079998
Name of the Company	Hutchison Telecom East Limited
Address	Constania Office Complex, 11 Dr. U N Bramacharian Street, Kolkata- 700017, West Bengal
This form is for	Creation of Charge
Type of Charge	Hypothecation
Particulars of the charge holder	IL and FS Trust Company Limited IL and FS Financial Centre, Plot No.C – 22, G Block, BA Kurla Complex Bandra (E), Mumbai – 400051, Maharashtra, India U66020MH1995PTC095507
Nature or description of the instrument(s) creating or modifying the charge	Deed of Hypothecation Dated 23 February, 2006 Executed by the company in favour of IL and FS Trust Company Limited as security Trustee – Details in Annexure I
Date of the instrument creating or modifying the charge	23.02.2006
Amount secured by the charge	Rs.67100.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	As details in annexure 2
Short particulars of the property charged (including location of the property)	Stock in trade Plant and Machinery Book debts Fixed Deposits Furniture and Fixture Vehicles Intangible assets
Particular of the present modification	N.A.

Fixed Assets:

Tangible Assets

Freehold Land

Leasehold Land

Buildings

Plant and Machinery

Furniture and Fixture

Vehicles

Intangible Assets

Computer software

Capital Work in Progress

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

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

3] Asset Declaration :

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

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

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

Charges or investigation registered against subject: None

7] Criminal Records

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

8] Affiliation with Government :

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

9] Compensation Package :

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

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

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

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

CONTRAVENTION

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

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.39.57
UK Pound	1	Rs.79.91
Euro	1	Rs.56.99

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	YES
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		54

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions