MIRA INFORM REPORT

 

 

 

Report Date :

10.10.2008

 

IDENTIFICATION DETAILS

 

Name :

DISH TV INDIA LIMITED

 

 

Formerly Known as :

ASC ENTERPRISES LIMITED

 

 

Registered Office :

Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New Delhi – 110035

 

 

Country :

India

 

 

Financials (as on) :

31.03.2008

 

 

Date of Incorporation :

10.08.1988

 

 

Com. Reg. No.:

55-101836

 

 

CIN No.:

[Company Identification No.]

L51909DL1988PLC101836

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMA18375A

 

 

Legal Form :

Public Limited Liability Company. The company’s Shares are Listed on the Stock Exchanges

 

 

Line of Business :

Subject Provides DTH Services, Broadcasting Services and consultancy.

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

 

 

 

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Zee-Telefilms Group of Mr. Subhash Chandra, It can be considered normal for business dealings at usual trade terms and conditions on merits.

 

 

LOCATIONS

 

Registered Office :

Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New Delhi – 110035, India

Tel. No.:

91-11-27101145/ 54

Fax No.:

91-11-27106128

E-Mail :

contactscel@agrani.esselgroup.com

cs@dishtv.in

Website :

http://www.agrani.com

http://www.dishtv.in

Location :

Industrial

 

 

Corporate Office :

5th Floor, Chintamani Plaza, Andheri Kurla Road, Andheri (East). , Mumbai – 400099, Maharashtra.

Tel. No.:

91-22-28235111/12/13

Fax No.:

91-22-282351118

E-Mail :

contactscel@agrani.esselgroup.com

Location :

Commercial

 

 

Branch Office :

207, Paradigm ‘B’ Mindspace, Malad Link Road, Malad [West], Mumbai – 400064, Maharashtra, India

Tel. No. :

91-22-55040280 / 81 /82

Fax No. :

91-22-55040285

 

 

Branch Office :

FC 19 Sector 16A, Film City, Noida – 201301, Uttar Pradesh, India

Tel No.:

91-120-2599391-95

Fax No.:

91-120-4357078

Website :

http://www.dishtv.in

 

 

DIRECTORS

 

Name :

Mr. Subhash Chandra

Designation :

Chairman

Date of Birth/Age :

30.11.1950

Date of Appointment :

09.08.1995

 

 

Name :

Mr. Jawahar Lal Goel

Designation :

Managing Director

 

 

Name :

Mr. Ashok Kurian

Designation :

Director

 

 

Name :

Mr. B. D. Narang

Designation :

Independent Director

 

 

Name :

Mr. Arun Duggal

Designation :

Independent Director

 

 

Name :

Mr. Pritam Singh

Designation :

Independent Director

 

 

Name :

Mr. Eric Zinterhoter

Designation :

Independent Director

 

 

Name :

Mr. Mintoo Bhandari

Designation :

Alternate Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Jagdish Patra

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS

 

(As on 31.03.2008)

Names of Shareholders

No. of Shares

Percentage

 

 

 

Veena Investments Private Limited

76497825 

17.86

Afro-Asian Satellite Communications

35172125 

8.21

Jayneer Capital Private Limited

34399354 

8.03

Churu Trading Company Private Limited

26858508 

6.27

Ganjam Trading Company Private Limited

16876987 

3.94

Premier Finance & Trading Private Limited

16411055 

3.83

Life Insurance Corporation of India Limited

12314813 

2.88

Prajatama Trading Company Private Limited

11998875 

2.80

Oppenheimer Funds Inc. A/c Oppenheimer Globalfund

10934339 

2.55

Delgrada Limited

10190293 

2.38

 

(As on 31.03.2008)

Category

No. of Shares

Percentage

 

 

 

Promoters

248105772

57.94

Individuals

57325745

13.39

Domestic Companies

26460748

6.18

FIs, Mutual Funds and Banks

30189235

7.04

FIIs, OCBs and NRI

66141303

15.45

 

 

 

Total

428222803

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject Provides DTH Services, Broadcasting Services and consultancy.

 

 

Brand Names :

Agrani and Dish TV

 

 

Imports :

 

Products :

  • Mobile Handsets
  • Other Communication Equipments

Countries :

France

 

 

GENERAL INFORMATION

 

No. of Employees :

About 100

 

 

Bankers :

  • ING Vysya Bank Limited

Connaught Place Branch, New Delhi, India

 

  • ICICI Bank
  • IDBI Bank
  • Standard Chartered Bank
  • Axis Bank
  • Union Bank of India

 

 

Facilities :

Secured Loan

31.03.2008

(Rs. In Millions)

(For Security and other details Refer Note 26)

 

Short Term Loan from Bank

 

Bridge Loan from Bank

604.781

Cash Credit from Bank

75.872

Vehicle Loan

3.215

Interest accrued and due

0.000

Total

683.868

 

 

Unsecured Loan

31.03.2008

(Rs. In Millions)

Term Loan from Bank

351.714

Short Term Loan from Bank

800.000

Inter Corporate Deposit

3279.700

Interest accrued and due

150.969

 

 

Total

4582.383

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

M. G. Bhandari and Company

Chartered Accountants,

Jolly Bhavan – 2, First Floor, 7 New Marine Lines, Chaurchgate, Mumbai 400020

Tel. No. : 91-2256332330

Fax No. : 91-22-56351545

E-mail : mgbco@mbgbco.com

 

21shankar Vihar, Vikas Marg, Delhi 110092

Tel. No. : 91-11-2250830/22456840

E-mail : mghcodelhi@mghco.com

 

 

Associates :

v      Agrani Satellite Services Limited

v      Agrani Convergence Limited

v      Agrani Wireless Services Limited

v      Agrani Satellite Communication Enterprise (Gibraltar) Limited

v      Quick Calls Limited

v      Smarttalk Limited

v      Bhilwara Telenet Private Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

730000000

Equity Shares

Rs.1/- each

Rs.730.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

428222803

Equity Shares

 

Rs.1/- each

Rs.428.223 Millions

 

 

 

 

 

Note:

 

Of the above 249,300,890 Equity Shares of Re. 1 each fully paid up were allotted for consideration other than cash pursuant to the Scheme of Arrangement (Refer Note 25)

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2008

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

428.223

428.200

715.700

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

459.600

4] (Accumulated Losses)

(4955.005)

(822.900)

0.000

NETWORTH

(4526.782)

394.700

1175.300

LOAN FUNDS

 

 

 

1] Secured Loans

683.868

1444.700

78.100

2] Unsecured Loans

4582.383

306.300

5.700

TOTAL BORROWING

5266.251

1751.000

83.800

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

739.469

1356.300

1259.100

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

6316.256

5496.500

605.900

Capital work-in-progress

1379.766

1126.500

536.500

 

 

 

 

INVESTMENT

944.510

944.500

1068.700

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

47.122
11.400
4.700

 

Sundry Debtors

384.370
390.600
75.600

 

Cash & Bank Balances

199.423
113.300
59.400

 

Other Current Assets

0.000
0.000
0.000

 

Loans & Advances

2844.150
1869.400
1468.000

Total Current Assets

3475.065
2384.700

1607.700

Less : CURRENT LIABILITIES & PROVISIONS

 
 

 

 

Current Liabilities

11340.787
8577.000
2558.300

 

Provisions

35.341
18.900
1.400

Total Current Liabilities

11376.128
8595.9

2559.700

Net Current Assets

(7901.063)
[6211.200]
(952.000)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

739.469

1356.300

1259.100

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Sales Turnover

4127.438

1909.400

314.600

Other Income

29.731

91.500

3.000

Total Income

4157.169

2000.900

317.600

 

 

 

 

Profit/(Loss) Before Tax

(4126.153)

[2516.300]

(2078.000)

Provision for Taxation

5.892

2.500

0.300

Profit/(Loss) After Tax

(4132.045)

[2518.800]

(2078.300)

 

 

 

 

Export Value

41.304

45.543

NA

 

 

 

 

Import Value

2062.021

1978.416

NA

 

 

 

 

Expenditures :

 

 

 

 

Raw Materials

204.526

12.100

61.100

 

Power & Fuel Cost

3430.298

7.300

1.600

 

Other Manufacturing Expenses

0.000

2251.400

728.100

 

Employee Cost

295.076

148.700

21.500

 

Selling and Administration Expenses

321.550

1146.900

335.200

 

Miscellaneous Expenses

2028.159

206.900

1205.100

 

Interest & Financial Charges

513.241

175.300

19.400

 

Depreciation

1490.473

575.300

28.300

 

Stock Adjustment

0.000

[6.700]

[4.700]

Total Expenditure

8283.323

4517.200

2395.600

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

 

30.06.2008

Type

 

 

1st Quarter

Sales Turnover

 

 

1644.600

Other Income

 

 

1.700

Total Income

 

 

1646.300

Total Expenditure

 

 

2310.800

Operating Profit

 

 

(664.500)

Interest

 

 

142.600

Gross Profit

 

 

(807.100)

Depreciation

 

 

445.700

Tax

 

 

1.600

Reported PAT

 

 

(1254.400)

 

KEY RATIOS

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Debt-Equity Ratio

0.00

2.35

0.05

Long Term Debt-Equity Ratio

0.00

1.01

0.03

Current Ratio

0.23

0.34

1.30

Fixed Assets

0.56

0.56

0.76

Inventory

141.11

237.19

133.87

Debtors

10.65

8.19

6.54

Interest Cover Ratio

(6.14)

(13.35)

(44.0)

Operating Profit Margin(%)

(49.86)

(92.47)

(262.78)

Profit Before Interest And Tax Margin(%)

(85.97)

(122.60)

(271.77)

Cash Profit Margin(%)

(64.00)

(101.79)

(269.04)

Adjusted Net Profit Margin(%)

(100.11)

(131.93)

(278.04)

Return On Capital Employed(%)

0.00

0.00

0.00

Return On Net Worth(%)

0.00

0.00

0.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY:

 

Subject is an Essel Group venture. Essel Group has a vast range of national and global business interests that include media programming, broadcasting & distribution, speciality packaging and entertainment. The Company was incorporated during August of the year 1988 as Navpad Texturisers Private Limited. The businesses have close synergies in the areas of content, distribution and infrastructure. Company is India's first direct to home entertainment service that has digitalized Indian entertainment to bring to home the best in television viewing through the latest in digital technology. Company takes television viewing to the next level as it supports various futuristic features like Electronic Programme Guide, Parental Lock, Capacity up to 400 channels, Games, Interactive TV, Movie on Demand etc also brings an exclusive National and International channels for the first time in India.  

 
During December of the year 1995, the company had changed its name as ASC Enterprises Limited. In April of the year 2006, the company's Hollywood blockbusters launched the on Movie on Demand. During June of the same year, News Active was launched and the One Alliance bouquet had joined in. In July, the Gaming channel Playjam was commenced. End of the year 2006, Dish Care Centres set-up dishtv has 93 DCC/ Service franchisees across 51 cities. In 2007, the name has been changed into subject. During the year 20060-07, the company had launched a host of new age features like Near Video on Demand (nVOD), Sports Active, Mosaic for all genres & games for children. During April of the 2007, company crossed the 2 million subscribers marks and in the same period the Service infrastructure expands to 950-customer service executive at 9 different locations. Dish TV recognised as one of the top 25 start up brands in the country, by Planman Media in May of the year 2007.

 

 

BUSINESS OVERVIEW: 

 
The company was engaged in expansion of business activity at grass root level and consolidation of systems and processes to derive the synergies and optimize the use of available resources. Key focus area included strengthening the robustness of subscriber management system, creation of Dish Care Centre across the country, promoting exclusive Dish Shoppe, Expansion of Distributor and Dealer network in remote area and empowering zones to function as an independent office with devolution of power and authority for faster decision and better output. 

 
Sales are driven by strengthening and deepening the distribution infrastructure, focused attention on sales related to Multi Dwelling Units (MDU), Key chain stores, Corporate Direct Sales, Corporate tie ups for bundling of product, special promo offers for regional festivals and of course cricket led sales. Roping of Mr. Shah Rukh Khan as brand ambassador also helped in leveraging the Brand Image, stature, imagery and contributed to overall feel good factor in the trade circle. 

 
Special emphasis on Movie On Demand, Gaming, Interactive service also helped in enriching the offer and reaching out to a larger section of community. 

 
The Company had added one million subscribers thereby total subscriber base crossed over 3.0 million with a market share of over 60%. Despite the emergence of new competition, subject was able to maintain its leadership in the category. The Company also launched VGA Box during the year, which has the capability to convert a computer into a TV set, the response of which was encouraging. The Company also launched company in Airlines and on Mobile Vans ahead of any other competitor which clearly establishes their technological superiority. 

 
India is the second largest TV market after China and Direct To Home (DTH) will continue to increase its market share in a rapid way. Moreover, digitalization of delivery platform, launch of New TV channels, Implementation of Conditional Access System (CAS), Distribution reach, Robust GDP growth, Launch of new technology e.g. DVR will continue to drive this sector. 

 
Company believes that competition will grow the market and it would benefit the Company in terms of market leadership and sustained growth in the near future. 

 


SUBSIDIARY OPERATIONS: 

 
The Company has three subsidiaries viz : Integrated Subscriber Management Services Limited (ISMSL), Agrani Satellite Services Limited (ASSL) and Agrani Convergence Limited (ACL). 

 
Ministry of Corporate Affairs, Government of India has, vide it letter no. 47/152/2008-CL-III dated June 16, 2008 granted exemption to the Company from applicability of provisions of Section 212(1) of the Companies Act, 1956, relating to attachment of the accounts of subsidiary companies to its Annual Accounts for the financial year ended March 31, 2008. Accordingly, Annual Accounts of the subsidiaries for the current financial year are not being attached with the Annual Report of the Company. Financial highlights of the subsidiary companies are disclosed in the Annual Report and the Annual Accounts of the subsidiary companies are available for inspection by any member of the Company who may be interested. 

 
As required by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the financial statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding of the Company in these Companies are included in this Annual Report. 

 


SHARE CAPITAL 

 
During the financial year 2007-08, there has been no change in the issued capital of the Company. 

 
The Board of Directors at its Meeting held on April 24, 2008 have approved the issue of additional shares through a Rights Issue for a value aggregating Rs.11400.000 Millions. The Draft Letter of offer for the proposed Rights Issue has been filed with the Securities Exchange Board of India (SEBI) and the Stock Exchanges in May 2008 and the management is hopeful of getting all requisite approvals soon. 

 
To facilitate the Rights Issue, the Members at the Extra Ordinary General Meeting held on May 29, 2008, have approved the increase of the authorized share capital from Rs.730.000 Millions to Rs.1000.000 Million. 

 

 

MANAGEMENT DISCUSSION AND ANALYSIS: 

 
India's TV viewership is among the largest in the world at 115 million, just ahead of US (112 million households) but well behind China (386 million households). However, the total TV penetration of 54% in India is still much lower that that of other countries in the region. At the same time, pay TV has attained a fairly high penetration in India at 64% of all TV households mainly in the analogue format. This indicates that as TV penetration increases, pay TV has the opportunity to grab a larger share of the TV households' pie. 

 
With the huge untapped potential aside, key demographics shifts and changes in the Indian economic environment are fuelling consumption growth like never before. According to Indian National Readership Survey, the number of pay TV homes increases with the rising household income levels. 

 
In terms of sheer numbers, TV households are projected to increase from 115 million to 132 million by 2012 at a growth rate of 3% over the next five years. In this, the pay TV homes are projected to increase from 74 million (64% penetration) in 2007 to 115 million (87% penetration) in 2012. Currently, cable TV homes command a penetration of 95% i.e. 70 million of the pay TV homes. This is projected to come down to 68% by 2012 and DTH homes would increase from 4 million in 2007 to 25 million by 2012 thus increasing their penetration from a low of 3% of the total TV homes in 2007 to 19% in 2012. 

 
DTH regulation in India is also in the process of evolving, with TRAI addressing issues related to tariffs, interconnection, and implementation of CAS would encourage competition between distribution platforms and industry players. 

 
With the emergence of new competitors the industry will grow and mature which will eventually help in strengthening its footage as a formidable option of TV service providers. Key area to watch will be SAC (Subscriber Acquisition Cost); growth in ARPU; Content cost; Govt. Regulation; Taxation policy; Provision for exclusive content; CAS rollout and overall development of the economy in the days to come. 

 
Moreover a reduction in License Fee from 10% to 6% will help in augmentation of Income and they are expecting this to be realty anytime during the year. 

 
With the multiple growth levers available, the challenges to the DTH providers will be largely to balance subscriber growth with ARPU enhancement. 

 
 ACTIVITIES DURING THE YEAR: 

 
This entire year the focus has been on a three pronged strategies of aggressive subscriber acquisition, improvement in quality of subscribers and enhancement of customer experience at all service touch points. They are proud to have built an organization that is leading the category from the front-innovating in more ways than one. 

 
FOCUS ON BRAND BUILDING: 

 
In the last few months huge investments have been made into brand building activities on two fronts - a stronger affinity with the mother brand ZEE and thru their tie-up with our brand ambassador Shah Rukh Khan who has taken their brand promise to market very effectively. Further, dishtv's transparency campaign, 'The dishtv Challenge', helped garner large volumes in an otherwise price sensitive market. The idea was to provide flexi plans that will benefit the consumers across all segments and help them evaluate the benefits of a single price, with no hidden costs whatsoever. 

 


IMPROVING THE SERVICE LEVELS: 

 
Moreover, large strides have also been made in their organization's structure development and service infra enhancement in order that they meet each subscriber needs efficiently and in the lowest possible turn around time. Continuous efforts have been made into ensuring a delighted subscriber base where promising renewal trends can be seen. Initiatives like, the launch of my account page that allows subscribers to know their renewal info on their TV screens, onboard calling for newly acquired members of the family, uniform call centre numbers and facilities, service extension of dish care centres to over 120 towns. 

 


PROVIDING AN EXPERIENCE TO CUSTOMERS: 

 
Dishtv continues to be the platform with the widest content, packaged in most consumer friendly customizable packages, which continues to be one of their biggest strengths and product differentiator that is not easy to match. 

 

 

OVERALL COMPETITIVE ADVANTAGE: 

 
They are confident to face the competition and emerge stronger as a DTH Player of choice by the public. The following strengths that will differentiate from the competitors: 

 


 The Company has created a Zonal structure comprising of 7 zones to create a wide spread distribution capability across India. They have a geographically diverse subscriber base in the 4 corners of India. They also believe that their large subscriber base contributes to achieving other economies of scale which will help break-even faster than their competitors. 

 

 
They have a network of 575 distributors and approx. 45,000 dealers (dealership presence in 5,200 towns). They have systems for collections and customer service with over 25,000 service personnel and 100 Dish Care Centers, offering customer care in 9 different languages. Theirr emphasis is to build capability in the team to develop subscriber relationship management and CRM calendars which will help in timely collection and to upgrade offers. With the emergence of new players with telecom background, their existing dealer network will be extensively used which will not be less than 2,00,000 which will deepen the market potential and provide reach to the customer. 

 


They are using transponders as on date on the NSS-6 Satellite comprising four transponders of 54MHz. and five transponders of 36MHz. distributed in horizontal and vertical polarizations. They believe they are able to deliver to their subscribers one of the widest selections of programming available today around the world. They have also partnered with following software providers: 

 

 

 
On account of being the first DTH service provider in India, with a large footprint of trade and subscribers in both urban and rural markets the company has secured relatively large market share. 

 

 
The Company is promoted by Essel Group, which comprises of India's largest integrated media houses (ZEE) with requisite industry domain knowledge. In addition, they believe this brand name enhances their ability to secure strategic alliances with programmers, distributors and other technology and service providers. 

 

 
The content is offered at various price points to customers based on the viewer preference and capacity to pay. This helps us in driving numbers from different consumer segments - both demographically as well as geographically. 
 


 The entire set-up is continuous monitoring to derive economies of scale from content providers and equipment suppliers. 

 

 

Form 8 Particular for creation or modification of charges 

Name of the company

ASC ENTERPRISES LIMITED

Presented By

ING VYSYA BANK LIMITED & ASC ENTERPRISES LIMITED

1) Date and description of instrument creating the change

Term Loan agreement dt. 07.05.2004

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

Rs. 500.000 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

i] Residual charge on all movable fixed assets of the company including furniture, fixtures, computers and other movables both present and future situated at Fifth floor, Chintamani Plaza, Andheri [East], Mumbai, Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110035 or any other places or any place in transit. Ii] Residual charge on all movable plant and machinery of the company situated at various places present and future situated at Fifth Floor, Chintamani Plaza, Andheri Kurla Road, Andheri [East], Mumbai, Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110035 or any other places or any place in transit

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

The residual charge on above assets is to secure the Rupee Term Loan of Rs. 500 millions sanctioned to the company.  Interest is chargeable at 6.5% pa payable with monthly rests or at such other rates as may be fixed by the Bank from time to time.  The loan is repayable in 10 equal monthly installments of Rs. 50 millions each commencing from 31st July, 2004 and ending on 30th April, 2005

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

ING VYSYA BANK LIMITED

Connaught Place Branch, New Delhi

6) Date  and brief description of instrument modifying the charge

Nil

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.

Nil

 

 

Form 8 Particular for creation or modification of charges 

 

Corporation identity number or foreign company registrations number of the company 

U51909DL1988PLC101836

Name of the company

ASC ENTERPRISES LIMITED

Address

Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New Delhi – 110035

This Form is for

Creation of charge

Type of Charges

Hypothecation

Particular of the charge holder 

L65190MH2004GOI148838

INDUSTRIAL DEVELOPMENT BANK OF INDIA LIMITED

IDBI Tower WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra

E-mail : appl.helpdesk@mca.gov.in

Nature or description of the instrument creating charge  

Deed of hypothecation dated 23rd May, 2006

Date of the instrument creating charge

23.05.2006

Amount Secure by the charge

Rs. 750.000 millions

Brief of the principal terms and conditions and extent and operation of the charge

As per Annexure

Description of the property charge whether it is a charge on

Plant and machinery, furniture and fixtures, stock in trade, book debts and vehicles

Particulars of the Property charged  

The whole of moveable properties of the borrower including its movable plant & machinery, machinery spares, tools, accessories, book debts, located at FC – 19, Sector – 16A, Noida, Uttar Pradesh

 

 

FIXED ASSETS:

 

 

 

 

AS PER WEBSITE

 

Profile:

 

Subject is India’s first direct to home entertainment service that has digitalized Indian entertainment to bring to the home the best in television viewing through the latest in digital technology. It not only broadcasts high quality programmes straight from the satellite to the home, but also gives absolute and complete control of what watch and pay for.


Subject can unleash the true potential of the high-end television set and complete the TV viewing experience with true DVD quality. If are a connoisseur of good sound then make sure experience true stereophonic sound effects, which only companycan bring to the home.


Subject takes television viewing to the next level as it supports various futuristic features like Electronic Programme Guide, Parental Lock, Capacity up to 400 channels, Games, Interactive TV, Movie on Demand etc.

 

Company also brings exclusive National and International channels for the first time in India! Enjoy all of these never-seen -before channels in uninterrupted viewing without any transmission cuts.

 

Brought to by a Zee Network Enterprise, Subject has changed the face of the Indian television home, bringing it at par with the global entertainment industry.

 

 

DISHTV EDGE


Going the DTH way has a lot of benefits. Automatically upgraded to a host of world class features that makes television viewing a pleasurable experience. Have a look at some of the key add on benefits that Company brings to the home.

 

Digital Picture Quality

 

The exceptional digital and direct-to-home transmission ensures watch all the favourite programmes in true DVD quality.

 

Sterephonic Sound

 

The Direct-to-Home satellite transmission treats the ears to a true theatre experience by providing awesome stereophonic sound.

 

 

 

Geographic Mobility

 

No matter which part of the country are in or moving to, Subject with its all India coverage ensures direct signals wherever are.

 

Uninterrupted Viewing

 

Company at the home, as long as the equipment is connected to a power source can enjoy uninterrupted transmission of your favourite programmes.

 

Capacity up to 400 Channels

 

Subjkect can offer up to 400 entertaining channels. And that's not all, every month more channels will be added to provide complete entertainment to the family.

 

 

 


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.48.74

UK Pound

1

Rs.85.19

Euro

1

Rs.66.12

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

3

--CREDIT LINES

1~10

5

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

33

 

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