MIRA INFORM REPORT

Report Date :

16.11.2007

IDENTIFICATION DETAILS

Name :	VODAFONE ESSAR GUJART LIMITED
Registered Office :	6^th Floor, Sakar – II, Ellisbridge, Ahmedabad – 380 006, Gujarat
Country :	India
Financials (as on) :	31.12.2006
Date of Incorporation :	14.03.1995
Com. Reg. No.:	04-35282
CIN No.: [Company Identification No.]	U32100GJ1995PLC035282
TAN No.: [Tax Deduction & Collection Account No.]	AHMF00110F
PAN No.: [Permanent Account No.]	AAACF1190F
Legal Form :	A Closely held Public Limited Liability Company
Line of Business :	Providers of Cellular Services.

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 48188952
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well – established and reputed cellular service providers in India. Recently, the management was transferred to Vodafone, the worlds leading telecom providers. Trade relations are fair. Business is active. Payments are usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	601, 6^th Floor, Sakar – II, Ellisbridge, Ahmedabad – 380 006, Gujarat, India
Tel. No.:	91-79-6577228
Fax No.:	91-79-6575990
E-Mail :	srinivas.varanasi@hutch.in celforce@vsnl.com vodafonecare.gujarat@vodafone.com
Website :	www.hutch.in
Branches Office :	Ahmedabad Office: Fascel House, 46- B, Swastik Society, Stadium Circle, Navrangpura, Ahmedabad – 380 009 Tel No: 91-79-26421018/26421031 Fax no: 91-79-26426991 Baroda Office: 1^st Floor, Meghdhanush Building, Near, Transpek Circle, Gotri Road, Baroda- 390 007, Tel No: 91-265-2783517 / 2783520 Fax No: 91-265-2783530 Bhavnagar Office: Address: 12, B & C, Basement, Turning point Complex, Waghavadi Road, Bhavnagar – 364 001 Tel No: 91-9825098226 / 9825098227 Fax No: 91-278-2433722 Gandhidham Office: C -52, Shaktinagar, Near, Oslo Char Rasta, Gandhidham – 370 201 Tel No: 91-2836 – 236391 Fax No: 91-2836-236291 Jamnagar Office: 11, Ground floor, Shridham Complex, opposite Town Hall, Jamnagar – 361001 Tel No: 91-288-2770179 / 2555752 Fax No: 91-288-2555752 Junagadh Office: 315, 3^rd Floor, Indralok Arcade, Talavgate Road, Junagadh Tel No: 91-9825098224 / 9825098225 Fax No: 91-285-2629998 Mehsana Office: Shop No. 2 and 3 UL Apollo Enclave, Modhera Cross Roads, Mehsana Tel No: 91-2762 -232228 Fax No: 91-2762-232249 Rajkot Office: 1^st Floor, Near, Kathiawad, Gymkhana, Rajkot – 360 001 Tel NO: 91-9825098205 -208 Fax No: 91-281-2462501 Surat Office: Pratishtha Complex – B Near, experimental School, Holiday –Inn Road, Parle Point, Surat – 395 007 Tel No: 91-9825098218 – 223 Fax No: 91-261-2254613 Vapi Office: 1^st Floor, White House, opposite Gunjan Cinema, Koparly Road, Vapi – 396 95 Tel No: 91-9825098228 Fax No: 91-260-2428348

DIRECTORS

Name :	Mr. Asim Ghosh
Designation :	Director
Address :	64, NCPA apartments, Nariman Point, Mumbai – 400 021, Maharashtra
Name :	Mr. Sandip Das
Designation :	Director
Address :	C -31, 3^rd Floor, Mehrina Building, Next to Simla House, Malabar Hills, Mumbai – 400 006, Maharashtra
Name :	Mr. Robert Nicolas Barr
Designation :	Director
Address :	Lind field, Faringdon Road, Abingdon, Oxfordshire, OX 14 1 BD, Abingdon - 000000
Date of Birth/Age :	06.06.1958
Date of Appointment :	08.05.2007
Name :	Mr. Gavin John Darby
Designation :	Director
Address :	Rodona House, Rodona Weybridge, Surrey, Weybridge – KT13ONP, United Kingdom
Date of Birth/Age :	15.02.1956
Date of Appointment :	08.05.2007
Name :	Mr. Toshiyuki Kato
Designation :	Director
Date of Birth/Age :	13.03.1954
Date of Appointment :	25.02.1998
Name :	Mr. Shivaji Dam
Designation :	Director
Date of Birth/Age :	08.02.1957
Date of Appointment :	22.05.1998
Name :	Mr. Ting Yu Chan
Designation :	Director
Date of Birth/Age :	15.10.1950
Date of Appointment :	05.09.2000
Name :	Mr. Arun Kumar
Designation :	Director
Date of Birth/Age :	18.01.1967
Date of Appointment :	05.09.2000
Name :	Mr. Deepak Gupta
Designation :	Director
Date of Birth/Age :	13.02.1961
Date of Appointment :	05.09.2000
Name :	Mr. Fok Kin Ning Caning
Designation :	Director
Date of Birth/Age :	22.08.1951
Date of Appointment :	21.12.2000
Name :	Mr. Khoo Cheek Ngee
Designation :	Director
Date of Birth/Age :	02.10.1942
Date of Appointment :	05.09.2000
Name :	Mr. Carole Tsang Kit May
Designation :	Director
Date of Birth/Age :	02.10.1942
Date of Appointment :	05.09.2000
Name :	Mr. Dannis Lui
Designation :	Director
Date of Birth/Age :	22.03.1961
Date of Appointment :	14.09.20001

KEY EXECUTIVES

Name :	Mr. Sunil Sood
Designation :	Manager
Date of Birth/Age :	09.02.1961
Date of Appointment :	07.06.2001
Name :	Mr. Srinivas Varanasi
Designation :	Company Secretary
Date of Birth/Age :	04.07.1965
Date of Appointment :	31.08.1996
Name :	Mr. K V Seshsayee
Designation :	Chairman
Date of Birth/Age :	06.07.1948
Date of Appointment :	26.08.1997

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders		No. of Shares
Mr. Narendra Nahata		100
Mr. Vinay Maloo		100
Dr. Deepak Malhotra		100
Mr. Jagdish Prasad Lakhotia		100
Mr. Ashok Kumar Gulgulia		100
Mr. Prasad Chand Gulgulia		100
Kotak Mahindra Investments Limited		20025000
Indusind Telecom Networks Limited		150000000
Trans Crystal Limited		245000000
Kotak Mahimdra Finance Limited		34999400
Usha Martin Telematics Limited		49975000
	Total	500000000

Equity Shares Breakup (Percentage of Total Equity):

Sr No.	Category	Percentage
1	Bodies Corporate`	100.00

BUSINESS DETAILS

Line of Business :

Providers of Cellular Services.

GENERAL INFORMATION

Bankers :	· The Hong Kong and Shanghai Banking Corporation Limited Address: 52/60, MG Road, Fort, Mumbai – 400 001 · Standard Chartered Bank Address: 90, MG road, Fort, Mumbai – 400 001
Financial Institution:	IL and Fs Trust Company limited Address: IL and FS Financial Centre, Plot No. C -22, Block, BA Kurla Complex, Bandra (West), Mumbai – 400 051, Maharashtra
Banking Relations :	Good
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252, VIR Savarkar Marg, Shivaji Park, Dadar (West) Mumbai – 400 028, Maharashtra
Holding Company:	Vodafone Essar Limited
Associates/Subsidiaries :	Nil

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
750000000	Equity shares	Rs. 10/- each	Rs. 7500.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
500000000	Equity shares	Rs. 10/- each	Rs. 5000.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2006	31.12.2005	31.12.2004
SHAREHOLDERS FUNDS
1] Share Capital		5000.000	5000.000	5000.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		7047.238	1501.500	0.000
4] (Accumulated Losses)		0.000	0.000	[1288.700]
NETWORTH		12047.238	6501.500	3711.300
LOAN FUNDS
1] Secured Loans		2.752	3.610	2100.000
2] Unsecured Loans		0.000	914.550	914.550
TOTAL BORROWING		2.752	918.160	3014.550
DEFERRED TAX LIABILITIES		0.000	0.000	81.580
TOTAL		12049.990	7419.660	6807.430
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		9060.880	6989.010	6804.910
Capital work-in-progress		443.770	182.410	102.420
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		12.433	39.490	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	24.038	20.210	11.320
	Sundry Debtors	551.681	385.590	429.700
	Cash & Bank Balances	1006.367	589.820	301.540
	Other Current Assets	0.000	0.000	147.800
	Loans & Advances	5154.279	2567.510	1112.370
Total Current Assets		6736.365	3563.130	2002.730
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	3982.610	3095.700	1896.260
	Provisions	220.848	258.680	207.360
Total Current Liabilities		4203.458	3354.380	2103.620
Net Current Assets		2532.907	280.750	[100.890]
MISCELLANEOUS EXPENSES		0.000	0.000	0.990
TOTAL		12049.990	7419.660	6807.430

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
Sales Turnover		13298.826	9019.660	7266.540
Other Income		221.227	80.730	29.750
Total Income		13520.053	9100.390	7296.290
Profit/(Loss) Before Tax		5375.593	2963.500	1899.160
Provision for Taxation		[170.158]	175.300	400.400
Profit/(Loss) After Tax		5205.435	2788.200	1498.760
Expenditures :
	Salaries, Wages, Bonus, etc.	312.369	206.469	0.000
	Sim Card Utilization	0.000	0.000	130.350
	Operating and Other Expenses	0.000	0.000	4016.470
	Managerial Remuneration	9.735	2.774	0.000
	Payment to Auditors	4.308	3.875	0.000
	Interest	68.324	146.599	0.000
	Insurance Expenses	14.440	8.788	0.000
	Power & Fuel	227.297	134.750	0.000
	Finance Charges	0.000	0.000	235.080
	Depreciation & Amortization	1383.901	1121.260	1047.290
	Other Expenditure	6124.081	4512.375	0.000
Total Expenditure		8144.455	6136.890	5429.190

KEY RATIOS

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
PAT / Total Income	(%)	38.50	30.63	20.54
Net Profit Margin (PBT/Sales)	(%)	40.42	32.85	26.13
Return on Total Assets (PBT/Total Assets}	(%)	33.09	27.60	21.31
Return on Investment (ROI) (PBT/Networth)		0.44	0.45	0.51
Debt Equity Ratio (Total Liability/Networth)		0.34	0.65	1.37
Current Ratio (Current Asset/Current Liability)		1.60	1.06	0.95

LOCAL AGENCY FURTHER INFORMATION

Name of the company

FASCEL LIMITED

Presented By

V Srinivas , Company Secretary and AVP (Legal)

1) Date and description of instrument creating the change

A joint deed of hypothecation dated 31.03.2003 executed between Fascel Limited (Company) and the Hong Kong and Shanghai Banking Corporation Limited (HSBC) and Standard Chartered Bank (Stan Chart.). a Certified copy of the said Deed of hypothecation is enclosed

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

Particulars	Rs. in millions
HSBC	Rs. 2000.000
Standard Chartered Bank	Rs. 3800.000
Total	Rs. 5800.000

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

All the Company’s present and future plant and machinery wheresoever situated , held or kept in India, including borrower’s premises / Factories / Godown or held and third party to order the disposition of the borrower and / or transit and all documents of title, negotiable instruments, policies , insurance ore other documents and / or instrument relating thereto as per annexure A attached

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

At the request of the company HSBC and standard Chartered (hereinafter referred to as “Banks”) sanctioned to the company Financial facilities of Rs. 2000.000 millions and Rs. 3800.000 millions respectively.

In consideration of the said Banks sanctioning the financial facilities to the company, the company had hypothecated assets mentioned in item No. 3 above creating the First Joint Pari passu charge in Favour of the said banks.

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

· The Hong Kong and Shanghai Banking Corporation Limited

Address: 52/60, MG Road, Fort, Mumbai – 400 001

· Standard Chartered Bank

Address: 90, MG road, Fort, Mumbai – 400 001

Corporation identity number or foreign company registrations number of the company	U99999GJ1999PTC0035282
Name of the company	FASCEL LIMITED
Address	6^th Floor, Sakar II, Ellisbridge, Ahmedabad -380 006 , Gujarat, India
This Form is for	Modification of charge
Type of Charges	Hypothecation
Particular of the charge holder	IL and FS Trust Company limited Address: IL and FS Financial Centre, Plot No. C -22, Block , BA, Kurla Complex Bandra (East), Mumbai – 400 051, Maharashtra
Nature or description of the instrument creating charge	Deed of hypothecation dated 22.02.2006 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 charge	22.02.2006
Amount Secure by the charge	Rs. 6710.000 millions
Brief of the principal terms and conditions and extent and operation of the charge	As detailed in Annexure 2
Description of the property charge whether it is a charge on	· Stock in Trade · Plant and Machinery · Furniture and Fixtures · Book debts · Intangible assets · Vehicles · Fixed deposits
Particulars of the present Modification	Charge over movable assets vide Deed of Hypothecation dated 22.02.2006, Supplemental by charge over Immovable property per annexure 4 vide Memorandum of entry dated 06.03.2006 – amount secured is unchanged

FIXED ASSTES:

· Intangible assets

· Computer Software

· Licence Fees

· Tangible assets

· Leasehold Land

· Building

· Leasehold Improvement

· Plant and machinery

· Computer Hardware

· Office equipment

· Furniture and Fixtures

· Vehicles

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.39.35
UK Pound	1	Rs.80.52
Euro	1	Rs.57.56

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	---
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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		66

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/normal.	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