MIRA INFORM REPORT

Report Date :

03.11.2007

IDENTIFICATION DETAILS

Name :	MALAYALA MANORAMA COMPANY LIMITED
Registered Office :	Manorama Building, K. K. Road, P. B. No. 26, Kottayam 686 001, Kerala
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	19.11.1957
Com. Reg. No.:	000647
CIN No.: [Company Identification No.]	U22121KL1957PLC000647
Legal Form :	A closely held Public Limited Liability Company
Line of Business :	Printing and publishing of magazines and news papers in Malayalam

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 5150000
Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed Publisher of Newspaper, Magazines etc. It si an old company it’s fundamentals are very strong. Financial position is good. The company is doing well. Its payments are always correct and as per commitments. The company can be considered good for any business dealings. The Company and management may not enter into any kind of deal which they find it difficult to meet.

LOCATIONS

Registered Office :	Manorama Building, K. K. Road, P. B. No. 26, Kottayam 686 001, Kerala, India
Tel. No.:	91-481-2563646
Fax No.:	91-481-2562479
E-Mail :	editor@mm.co.in
Website :	www.malayalamanorama.com
Factory 1 :	P. B. No. 201, Ikkanda Warrier Road, Trichur-680 001, Kerala, India
Branches :	Kozhikode Kochi. Thiruvananthapuram Palakkad Kannur Kollam

DIRECTORS

Name :	Mr. Thomas P. T.
Designation :	Director
Address :	Palampadam P. B. No. 4, Kottayam, Kerala 656001
Date of Appointment :	27.08.1977
Name :	Suresh Mehta
Designation :	Director
Address :	1-7-54A, Mandaly Lane, Secunderabad 500003
Date of Birth/Age :	27.10.1944
Date of Appointment :	14.08.1985
Name :	Mr. Jacob Mammen
Designation :	Director
Address :	8, Walton Road, Bangalore 560001
Date of Birth/Age :	15.11.1962
Date of Appointment :	04.04.1986
Name :	Mr. Kuriyan Zacharriah
Designation :	Director
Address :	Thayyil, Kandathir, 2, Erayilkadavu, Kottayam, Kerala 686001
Date of Birth/Age :	21.07.1956
Date of Appointment :	24.04.1990
Name :	A. K. Abraham
Designation :	Director
Address :	Adangapuram 24, Layam Road, Kochin, Kerala 682011
Date of Birth/Age :	23.08.1938
Date of Appointment :	24.04.1990
Name :	Mr. Abraham Koshy
Designation :	Director
Address :	House no. 409, Campus, Ahmedabad 380015, Gujarat,
Date of Birth/Age :	18.01.1953
Date of Appointment :	30.09.1999
Name :	Mr. Ashok Jacob
Designation :	Director
Address :	24, Cranbroor Road, Rose Bay, Australia, 2029
Date of Birth/Age :	14.10.1960
Date of Appointment :	30.09.1999

Name :	Mr. George Verghese
Designation :	Director
Address :	Kandathil, K. M. Varghese Road, Kottayam, Kerala 686001
Date of Birth/Age :	11.03.1941
Date of Appointment :	22.05.1980

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
K. M. Mammen	12000
Rachel Kattukaran	16780
Ommana Mammen	13500
Jayanth Mathen	27880
George Jacob	29000
Sujit Joseph	17125
T. Jacob	18000
Shilpa Mammen	16225
Roshin Varghese	10800
Tara Joseph	10200
Mammy Philip	10200
Ashwathy Varghese	10800
Roy Mammen	20100
Amit Mathen	10057
Harsha Mathew	16800
Kiran Kuriyan	8553
K. M. Mappila	8000
Kiyad Mathen	11630
Peter Philip	43880
Equity Share Break-up	Percentage of Holding
Foreign holdings	7.00
Director or relatives of Directors	33.00
Others top fifty [50} shareholders	59.00
Others	1.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :
Products :	English Year Book Malayala Manorama Daily The Week
Imports :
Products :	Machinery Spares Newsprint
Countries :	USA Sweden Japan Germany Finland
Terms :
Selling :	Cash or Credit [30 days] terms
Purchasing :	L/C, Cash or Credit [30 days] terms.

GENERAL INFORMATION

Suppliers :	Synthetic Packers Private Limited Zodiac Advertisers Perumalil Wood Industries Sherbrooke Aluminium Products
No. of Employees :	330
Bankers :	State Bank of Travancore, Kottayam - 686001, Kerala, India Syndicate Bank, Kottayam-686001, Kerala, India

Banking Relations :	Good
Auditors :
Name :	Cheriyan and Cheriyan Chartered Accountant
Address :	Kallarackal Buildings, Baker Hill Kottayam 686001, Kerala, India
Associates/Subsidiaries :	Aero Estates and Leasing Company Limited MM TV Limited Commercial Broadcasts Limited Young India Agencies Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
950000	Equity Shares	Rs. 10/- each	Rs. 9.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
720000	Equity Shares	Rs. 10/- each	Rs. 7.200 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		7.200	7.200	7.200
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1282.735	999.244	895.421
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1289.935	1006.444	902.621
LOAN FUNDS
1] Secured Loans		911.338	816.578	513.162
2] Unsecured Loans		245.910	216.284	220.827
TOTAL BORROWING		1157.248	1032.862	733.989
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
QUASI CAPITAL		318.703	289.686	280.529
TOTAL		2765.886	2328.992	1917.139
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1048.497	933.240	916.355
Capital work-in-progress		305.785	147.338	105.101
INVESTMENT		239.071	228.439	28.945
DEFERREX TAX ASSETS		68.241	71.105	65.698
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	409.513	349.461	369.852
	Sundry Debtors	497.347	453.429	373.653
	Cash & Bank Balances	364.727	333.457	326.524
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	623.594	870.321	635.637
Total Current Assets		1895.181	2006.668	1705.666
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	463.405	538.157	455.746
	Provisions	327.484	519.641	448.880
Total Current Liabilities		790.889	1057.798	904.626
Net Current Assets		1104.292	948.870	801.040
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2765.886	2328.992	1917.139

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		4359.897	3686.953	3217.462
Other Income		67.253	71.341	45.589
Total Income		4427.150	3758.294	3263.051
Profit/(Loss) Before Tax		276.581	174.392	193.851
Provision for Taxation		-	-	73.207
Profit/(Loss) After Tax		276.581	174.392	120.644
Earning in Foreign Currency :		0.000	0.000	19.847
Total Imports		0.000	0.000	698.745
Expenditures :
	Raw Material Consumed	1936.041	1592.955	1503.864
	Consumption of stores and spares	246.774	228.216	222.629
	Salaries, Wages, Bonus, etc.	443.491	406.045	0.000
	Managerial Remuneration	2.258	1.878	0.000
	Payment to Auditors	0.521	0.464	0.000
	Interest	78.931	51.990	41.954
	Insurance Expenses	9.011	9.247	0.000
	Power & Fuel	68.475	66.075	0.000
	Depreciation & Amortization	213.039	159.582	0.000
	Other Expenditure	1152.028	1067.450	0.000
Total Expenditure		4150.569	3583.902	1768.447

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	6.24	4.64	3.69
Net Profit Margin (PBT/Sales)	(%)	6.34	4.72	6.02
Return on Total Assets (PBT/Total Assets}	(%)	14.19	5.93	7.39
Return on Investment (ROI) (PBT/Networth)		0.21	0.17	0.21
Debt Equity Ratio (Total Liability/Networth)		1.51	2.07	1.81
Current Ratio (Current Asset/Current Liability)		2.39	1.89	1.88

LOCAL AGENCY FURTHER INFORMATION

Fixed Assets :

• Land and development
• Buildings
• Plant and Machinery
• Photo Studio Equipment
• Vehicles
• Intangible asset
• Machinery under erection
• Building under construction

Its publications include Malayala Manorama Daily, The Week (English Weekly), Bhashaposhini, Vijaya Veedhi, Manorama Year Book, Manorama Diary, Manorama Calendar, Manorama Annual, T. V. Serial Production, Audio Cassette, Knowledge Adventure on, CD ROM, Karshaka Sree, Thozhil Veedhi, Onam Annual, Weekly, Vanitha, Balarama, Balarama Amarchitrakatha, Manorama Year Book and Manorama Comics.

Bankers Charges Report as per Registry

Name of the company

MALAYALA MANORAMA COMPANY LIMITED

Presented By

Chief Manager, State Bank of Travancore, Kottayam Branch, Kottayam

1) Date and description of instrument creating the change

Joint deed of hypothecation dated 14.03.1985

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 34.050 Millions

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

The whole of the present and future stock of raw material goods in process of manufacture and all finished and manufactured goods and articles such as news print, printing paper etc. together with all stores, components and spares all the present and future book debts, outstanding monies, receivables claims, bills rights to or movable properties and movable assets.

4) Gist of the terms and conditions and extent and operation of the charge.

State bank of Travancore and Syndicate bank [hereinafter called the participating bank have granted cash credit facility demand bills purchase facility for an amount not exceeding Rs. 34.050 Millions to be shared by the participating banks.

5) Name and Address and description of the person entitled to the charge.

• State Bank of Travancore, Kottayam - 686001, Kerala, India
• Syndicate Bank, Kottayam-686001, Kerala, India

6) Date and brief description of instrument modifying the charge

Agreement of hypothecation of goods and assets dated 01.02.2006. Agreement of loan for overall working capital limit dated 01.02.2006.

Memorandum relating to Extension of mortgage dated 01.02.2006.

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.

By this modification the limit has been modified as follows :

Name of the Bank	Previous	Current
SBT	Rs. 63.000 Millions	Rs.84.000 Millions
SBT – working capital D Loan	Rs. 147.000 Millions	Rs.196.000 Millions
Total	Rs. 210.000 Millions	Rs. 280.000 Millions
Name of the Bank	Previous	Current
Syndicate Bank	Rs. 27.000 Millions	Rs. 36.000 Millions
Syndicate Bank – working capital D Loan	Rs. 63.000 Millions	Rs. 84.000Millions
Total	Rs. 90.000 Millions	Rs. 120.000 Millions

Total credit facility enhanced from Rs. 300.000 Millions to Rs. 400.000 Millions on the same securities.

Corporate identity number of the company	U22121KL1957PLC000647
Name of the company	MALAYALA MANORAMA COMPANY LIMITED
Address of the registered office or of the principal place of business in India of the company	P B 26, K. K. Road, Kottayam 686001, Kerala, India
This form is for	Creation of charge
Type of charge	Hypothecation
Particular of charge holder	State Bank of Travancore, Kottayam - 686001, Kerala, India Syndicate Bank, Kottayam-686001, Kerala, India
Nature of instrument creating charge	Deeds of hypothecation for term loan Term loan on agreement Syndicate bank letter ceding charge
Date of instrument Creating the charge	11.05.2006
Amount secured by the charge	Rs. 180.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Hypothecation of the assets to be acquired for the FM Radio Project at estimated cost of Rs. 120.000 Millions First charge on entire fixed assets of the company on pari passu basis with Syndicate bank Second charge on the current assets of the company parri passu with Syndicate bank. Interest at 9% p.a. repayable in 24 quarterly. Installments of Rs. 7.500 Millions after 12 months from first disbursal.
Description of the property charged	Book debts Stock in trade Plant and machinery
Particulars of the property charged	Factories, Premises and godowns of the Malayala Manorama Company Limited

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.39.37
UK Pound	1	Rs. 81.82
Euro	1	Rs. 56.83

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--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	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		72

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