MIRA INFORM REPORT

Report Date :

01.12.2011

IDENTIFICATION DETAILS

Name :	MEDIA CONTENT AND COMMUNICATIONS SERVICES (INDIA) PRIVATE LIMITED
Registered Office :	Star News Centre, Off. Dr. E Moses Road, Mahalaxmi, Mumbai – 400011, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	30.05.2002
Com. Reg. No.:	11-136072
Capital Investment / Paid-up Capital :	Rs.2677.500 Millions
CIN No.: [Company Identification No.]	U92132MH2002PTC136072
Legal Form :	Private Limited Liability Company
Line of Business :	Operates, Manages and Broadcast news channels like Star News, Star Ananda, Star Majha.
No. of Employees :	1000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 1040000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION PARTED BY

Name :	Mr. Chatterjee
Designation :	Finance Department
Contact No.:	91-33-44010300
Date :	30.11.2011

LOCATIONS

Registered Office :	Star News Centre, Off. Dr. E Moses Road, Mahalaxmi, Mumbai – 400011, Maharashtra, India
Tel. No.:	91-22-66630208/ 66630000
Fax No.:	91-22-66661022/ 66631029
E-Mail :	anuradhab@starnews.co.in finance@starnews.co.in
Website :	www.starnews.com
Location :	Owned
Branch Office 1 :	A – 37, Sector – 60, Noida – 201307, Uttar Pradesh, India
Tel. No.:	91-120-4070000/ 196
Branch Office 2 :	13, Jamir Lane, 3^rd Floor, Gariahat Mall, Kolkata – 700019, West Bengal, India
Tel. No.:	91-33-44010300
Fax No.:	91-33-44010228

DIRECTORS

As on 19.09.2011

Name :

Mr. Aveek Kumar Sarkar

Designation :

Director

Address :

12/4, Ballygunge Park Road, Kolkata – 700019, West Bengal, India

Date of Birth/Age :

09.06.1945

Date of Appointment :

19.09.2003

DIN No.:

00224290

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U74899DL1947PLC103246	The Press Trust of India Limited	Director	29/06/1984	29/06/1984	-	Active	NO
U22110DL1985PTC020493	Penguin Books India Private Limited	Managing director	25/03/1987	25/03/1987	-	Active	NO
U70109WB2000PTC091386	ABP Holdings Private Limited	Director	16/03/2000	16/03/2000	-	Active	NO
U99999WB2000PTC913887	Sarkar Consultants Private Limited	Director	16/03/2000	16/03/2000	-	Not Available for eFiling	NO
U22211WB2000PTC091387	Satellite Holdings Private Limited	Director	16/03/2000	16/03/2000	-	Active	NO
U92132MH2002PTC136072	Media Content and Communications Services (India ) Private Limited	Director	19/09/2003	19/09/2003	-	Active	NO
U22219WB1922PTC004503	ABP Private Limited	Director	15/12/2003	15/12/2003	-	Active	NO
U85300WB1907NPL001771	Royal Calcutta Golf Club	Director	17/09/2004	17/09/2004	-	Active	NO
U22121WB1970PTC027818	Business Media Private Limited	Director	25/10/2008	25/10/2008	-	Active	NO

Name :

Mr. Arup Kumar Sarkar

Designation :

Director

Address :

20, Madan Mohantola Street, Kolkata – 700005, West Bengal, India

Date of Birth/Age :

16.08.1946

Date of Appointment :

19.09.2003

DIN No.:

00200053

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U22110DL1985PTC020493	Penguin Books India Private Limited	Director	10/07/1987	10/07/1987	-	Active	NO
U70109WB2000PTC091386	ABP Holdings Private Limited	Director	16/03/2000	16/03/2000	-	Active	NO
U99999WB2000PTC913887	Sarkar Consultants Private Limited	Director	16/03/2000	16/03/2000	-	Not Available for eFiling	NO
U22211WB2000PTC091387	Satellite Holdings Private Limited	Director	16/03/2000	16/03/2000	-	Active	NO
U92132MH2002PTC136072	Media Content and Communications Services (India ) Private Limited	Director	19/09/2003	19/09/2003	-	Active	NO
U22219WB1922PTC004503	ABP Private Limited	Director	15/12/2003	15/12/2003	-	Active	NO
U22121WB1970PTC027818	Business Media Private Limited	Director	25/10/2008	25/10/2008	-	Active	NO

Name :

Mr. Dipankar Das Purkayastha

Designation :

Director

Address :

RC/5, Raghunathpur VI P Road, Kolkata – 700059, West Bengal, India

Date of Birth/Age :

01.09.1947

Date of Appointment :

24.11.2005

DIN No.:

00194147

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U22219WB1970PTC027837	Ananda Offset Private Limited	Director	1/07/2000	1/07/2000	10/02/2011	Active	NO
U92113WB2000PTC092157	ABP TV Private Limited	Director	19/07/2000	19/07/2000	-	Active	NO
U22121WB1995PTC069394	Satellite Printing Private Limited	Director	20/12/2000	20/12/2000	-	Amalgamated	NO
U92200DL1959NPL003169	United News of India	Director	7/02/2001	7/02/2001	-	Active	YES
U75210DL1990PTC042533	Summit Information Technologies Private Limited	Director	30/07/2002	30/07/2002	7/03/2008	Active	NO
U22219WB1922PTC004503	ABP Private Limited	Managing director	1/07/2008	17/12/2004	-	Active	NO
U22121WB2005PTC105858	Telegraph Publications Private Limited	Director	7/10/2005	7/10/2005	-	Active	NO
U92132MH2002PTC136072	Media Content and Communications Services (India ) Private Limited	Director	24/11/2005	24/11/2005	-	Active	NO
U92199WB2006PTC108866	ABP Entertainment Private Limited	Director	5/04/2006	5/04/2006	22/07/2010	Active	NO
U22121WB1970PTC027818	Business Media Private Limited	Director	3/05/2007	3/05/2007	-	Active	NO
U92113DL2000PTC104336	Kaleidoscope Entertainment Private Limited	Director	4/08/2007	4/08/2007	30/04/2008	Active	NO
U80220WB2009PTC138810	Calcutta Media Institute Private Limited	Director	9/10/2009	9/10/2009	-	Active	NO

Name :

Mr. Avijit Deb

Designation :

Director

Address :

1 Rajendra Deb Road, Bura Bazar, Kolkata – 700007, West Bengal, India

Date of Birth/Age :

01.09.1947

Date of Appointment :

01.09.2005

DIN No.:

00047233

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L15412WB1918PLC002964	Britannia Industries Limited	Director	4/06/1996	4/06/1996	-	Active	NO
U74140WB2000PTC091050	Deb and Associates Consultants Private Limited	Director	2/02/2000	2/02/2000	-	Active	NO
U92113WB2000PTC092157	ABP TV Private Limited	Director	25/08/2004	25/08/2004	-	Active	NO
U92132MH2002PTC136072	Media Content and Communications Services (India ) Private Limited	Director	1/09/2005	1/09/2005	-	Active	NO
U91990WB1907GAP001754	The Bengal Club Limited	Director	29/11/2006	29/11/2006	-	Active	NO
U22121WB1970PTC027818	Business Media Private Limited	Director	25/10/2008	25/10/2008	-	Active	NO
U22121WB1995PTC069394	Satellite Printing Private Limited	Director	29/09/2009	11/06/2009	-	Amalgamated	NO
U80220WB2009PTC138810	Calcutta Media Institute Private Limited	Director	9/10/2009	9/10/2009	-	Active	NO
U74140WB2003PTC097419	UG Services Private Limited	Director	29/03/2010	29/03/2010	-	Active	NO
U74900WB2010PTC151960	UG Healthcare Private Limited	Director	5/08/2010	5/08/2010	-	Active	NO

Name :

Mr. Uday Shankar

Designation :

Director

Address :

Vastu CHS Limited, 3/4^th Floor, Flat No. 301, Worli Sea Face, Mumbai – 400018, Maharashtra, India

Date of Birth/Age :

16.09.1961

Date of Appointment :

07.04.2008

DIN No.:

01755963

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U92132MH2002PTC136072	Media Content and Communications Services (India ) Private Limited	Director	24/08/2007	24/08/2007	-	Active	NO
U22211DL2007NPL165480	News Broadcasters Association	Director	1/09/2007	1/09/2007	5/01/2008	Active	NO
U92120MH2001PLC130365	Tata Sky Limited	Director	27/06/2008	20/09/2007	-	Active	NO
U74899DL1999NPL101705	Indian Broadcasting Foundation U S 25 Public Company	Nominee director	21/09/2007	21/09/2007	-	Active	NO
L64204MH1959PLC011421	Hathway Cable and Datacom Limited	Director	9/09/2009	24/10/2007	-	Active	NO
U74300MH1996PTC206321	Vijay Television Private Limited	Director	30/09/2009	2/01/2009	-	Active	NO
U90001MH1991PLC178157	Asianet Communications Limited	Director	29/09/2009	9/01/2009	-	Active	NO
U72900MH2008PTC186380	Star CJ Network India Private Limited	Director	25/08/2009	24/03/2009	-	Active	NO
U73100DL2010NPL205584	Broadcast Audience Research Council	Director	9/07/2010	9/07/2010	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Ashok Venkatramani
Designation :	Manager
Address :	A – 62, 6^th Floor, Meherina Apartments, 51 C, Napean Sea Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	24.03.1964
Date of Appointment :	10.03.2008
PAN No. :	ADXPA6170D
Name :	Mr. Anupam Kumar Chugh
Designation :	Secretary
Address :	152, Kewal Kunj Appartments, Plot No. 46, Sector – 13, Rohini, Delhi – 110085, India
Date of Appointment :	01.04.2009
PAN No. :	AABPC8344E
Name :	Mr. Chatterjee
Designation :	Finance Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.09.2011

Names of Shareholders (Equity Shares)	No. of Shares
ABP TV Private Limited, India	46250000
Star News Broadcasters Limited, Tortola, British Virgin Island	16250000
Total	62500000

Names of Shareholders (Preference Shares)	No. of Shares
ABP TV Private Limited, India	16578220
Star News Broadcasters Limited, Tortola	5824780
Total	22403000

Equity Share Break up (Percentage of Total Equity)

As on 19.09.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	26.00
Bodies corporate	74.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Operates, Manages and Broadcast news channels like Star News, Star Ananda, Star Majha.
Terms :
Selling :	Cash/ Credit (depend)
Purchasing :	Cash/ Credit (depend)

GENERAL INFORMATION

Customers :

Corporates

No. of Employees :

1000 (Approximately)

Bankers :

· Axis Bank, 7, Shakespeare Sarani, Kolkata – 700071, West Bengal, India

· ING Vysya Bank Limited, Nariman Point, Mumbai – 400021, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
From Banks
Cash Credit	8.830	70.793
Term Loans	331.191	507.590
Interest accured and due*	3.586	0.000
Total	343.607	578.383

* Paid subsequently on 1^st April, 2010

Notes :

a. Term loans repayable within one year Rs.206.400 Millions

b. Cash credit and term loans are secured by a first exclusive charge on all the assets (movable as well as Immovable) of the Company including all programming assets, both present and future current assets of the Company including all book debts and stocks.

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	7^th Floor, Building 10, Tower B, DLF Cyber City Complex, Gurgaon – 122002, Haryana, India
Tel. No.:	91-124-6792000
Fax No.:	91-124-6792012
PAN.:	AAAFS7376P
Holding Company :	ABP TV Private Limited
Ultimate Holding Company :	ABP Private Limited

CAPITAL STRUCTURE

As on 19.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
85000000	Equity Shares	Rs.10/- each	Rs.850.000 Millions
31500000	Preference Shares	Rs.100/- each	Rs.3150.000 Millions
	Total		Rs.4000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
62500000	Equity Shares	Rs.10/- each	Rs.625.000 Millions
22403000	Preference Shares	Rs.100/- each	Rs.2240.300 Millions
	Total		Rs.2865.300 Millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
85000000	Equity Shares	Rs.10/- each	Rs.850.000 Millions
31500000	Preference Shares	Rs.100/- each	Rs.3150.000 Millions
	Total		Rs.4000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
62500000	Equity Shares	Rs.10/- each	Rs.625.000 Millions
20525000	6% Non Cumulative convertible redeemable preference shares	Rs.100/- each	Rs.2052.500 Millions
	Total		Rs.2677.500 Millions

Notes:

a. Of the above 46,250,000 equity shares and 15,188,500 {Previous year 14,048,530) preference shares are held by ABP TV Private Limited, the holding company, the ultimate holding company is ABP Private Limited.

b. 6% Non-cumulative convertible redeemable preference shares of Rs.100 each are redeemable at the end of 20 years from the date of allotment.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		2677.500	2523.450	2010.000
2] Share Application Money		187.800	154.050	282.500
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(2603.326)	(2547.568)	(2086.659)
NETWORTH		261.974	129.932	205.841
LOAN FUNDS
1] Secured Loans		343.607	578.383	616.006
2] Unsecured Loans		0.000	0.000	10.350
TOTAL BORROWING		343.607	578.383	626.356
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		605.581	708.315	832.197
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		284.013	327.778	389.177
Capital work-in-progress (including Capital Advance)		9.834	31.126	9.921
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.513	0.102	0.420
	Sundry Debtors	549.571	490.720	606.707
	Cash & Bank Balances	246.374	260.580	36.890
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	159.851	178.562	215.222
Total Current Assets		956.309	929.964	859.239
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	478.203	462.703	313.160
	Other Current Liabilities	137.695	94.474	101.512
	Provisions	28.677	23.376	11.468
Total Current Liabilities		644.575	580.553	426.140
Net Current Assets		311.734	349.411	433.099
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		605.581	708.315	832.197

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income from operations	2069.019	1762.286	1552.284
		Other Income	62.323	54.765	37.367
		TOTAL (A)	2131.342	1817.051	1589.651
Less	EXPENSES
		Operating and other Expenses	2007.459	2083.568	1714.884
		TOTAL (B)	2007.459	2083.568	1714.884
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		123.883	(266.517)	(125.233)
Less	INTEREST AND FINANCIAL EXPENSES (D)		57.956	65.788	63.619
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		65.927	(332.305)	(188.852)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		121.685	120.819	202.448
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(55.758)	(453.124)	(391.300)
Less	TAX (H)		0.000	7.785	9.132
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(55.758)	(460.909)	(400.432)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2547.568)	(2086.659)	(1686.227)
	BALANCE CARRIED TO THE B/S		(2603.326)	(2547.568)	(2086.659)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	38.730	33.499	27.010
	TOTAL EARNINGS		38.730	33.499	27.010
	IMPORTS
		Capital Goods	NA	NA	43.026
		Others	NA	NA	4.124
	TOTAL IMPORTS		NA	NA	47.150
	Earnings/ (Loss) Per Share (Rs.)		(0.67)	(5.65)	(5.24)

Particulars	31.03.2011
Sales Turnover (Approximately)	More than 2500.000

Expected Sales (2011-12) : More than Rs.3000.000 Millions

The above information has been parted by Mr. Chatterjee.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	2.61	25.36	25.19
Net Profit Margin (PBT/Sales)	(%)	(2.69)	(25.71)	(25.70)
Return on Total Assets (PBT/Total Assets}	(%)	(4.49)	(36.02)	(31.34)
Return on Investment (ROI) (PBT/Networth)		(0.21)	(3.48)	(1.90)
Debt Equity Ratio (Total Liability/Networth)		3.77	8.92	5.11
Current Ratio (Current Asset/Current Liability)		1.48	1.60	2.02

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	Yes
5) Type of Business	Yes
6) Line of Business•	Yes
7) Promoter’s background	--
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	No
13) Reasons for variation <> 20%	No
14) Estimation for coming financial year	Yes
15) Capital in the business	Yes
16) Details of sister concerns	No
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	--
23) Banking Details	Yes
24) Banking facility details	No
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	No
28) Incorporation details, if applicable	--
29) Last accounts filed at ROC	--
30) Major Shareholders, if available	--

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

PARTICULARS	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
--Micro and small enterprises	0.000	0.000	313.160
--Others	478.203	462.703
Total	517.527	462.703	313.160

PERFORMANCE:

Subject started the year with a target to achieve EBITDA breakeven and a revenue growth of 10%. However during the financial year 2009-10, the Company’s net ad revenue from operations has been Rs.2069.000 Millions compared to Rs.1762.300 Millions last year, an increase of 17%. EBITDA has been Rs.132.100 Millions as against Rs.(270.400 Millions) last year, a growth of 149%. Profit before tax has been Rs.(55.700 Millions) as compared to Rs.(453.100 Millions) last year registering a growth or 88% over the year. Profit after tax has been Rs.(55.700 Millions) compared to Rs.(460.900 Millions) last year, registering a growth of 88% over the last year.

The Company thus, has been able to exceed it targets successfully due to the following key reasons :

- General elections, some key state elections (Maharashtra and Haryana) and two budgets in a year helped drive news consumption in a big way. Subject was able to capitalize on these opportunities though specially created content and was able to price them aggressively and sell in the market.

-With strong thrust on cutting costs and unimportant expenses, they were able to bring down their overall operating expenses compared to the previous year

-The strong and consistent performance of Star Ananda helped to drive the regional channels aggressively.

Revenue

Star News

Subject achieved a significant growth in a year when most of the Media organizations were struggling to achieve their target. This became more commendable after realizing the fact that Star News held a no. 3 position in terms of news viewership after Aaj Tak and India TV- This was mainly possible through Combo selling in order to capitalize on inventory. 'Event and special properties’ also became a strong stream of revenue in its starting year.

Star Ananda

Star Ananda delivered a growth even after it held no. 2 position in terms of viewership rating. Zee 24 Ghanta proved a strong threat through its leadership position in terms of viewership, though its advertising rates were less than half that of STAR Ananda. Inventory utilization on STAR Ananda peaked in 2009-10 and combo selling at an attractive price also helped Ananda to capitalize its inventory. Events proved a major supporting stream- with revenues on properties like Shera Bengali and Durga Puja increasing manifold.

Star Majha

FY 09-10 proved another year of being no.1 for Star Majha, both in terms of news viewership as well as revenues share. With the help of combo selling Majha utilized its inventory successfully. Star Majha registered healthy revenue growth.

Syndication Revenues

The channel has continued to earn its normal fixed-fee Syndication revenue on the news feed sent out of India through the STAR system, though it was heartening to note that with the channel gaining in popularity not only in

India but also outside STAR added several countries to the list of places where STAR News became visible to Indians resident in such places.

Outlook for 2010-11

2009-10 was a tough year for the news industry as advertisers grew cautions and started demanding greater value. The key challenge for 2010-11 would be their ability to take up the prices. The second challenge, would be to take up the performance of Star news as the inventory utilization is optimum and any future growth, cannot come from volume increase.

The broadcasting industry is expected to grow at 13% and Subject has targeted an above industry growth to ensure that the Company grows faster than the market. The key legs of Subject strategy on revenue and profitability are –

-Leveraging on the network strength – focus on having an integrated sales system selling the entire bouquet of channels.

-Continue to manage costs tightly to ensure that we maintain the advantage.

-Driving viewership share through a well thought out editorial strategy which would ensure that we stick to strong main stream news and take a high ground on news coverage in an endeavor achieve the leadership position in the Hindi News Genre.

It is expected that the implementation of the above strategies will help in achieving the desired objectives.

FORM 8

This form is for	Creation of charge
Corporate identity number of the company	U92132MH2002PTC136072
Name of the company	MEDIA CONTENT AND COMMUNICATIONS SERVICES (INDIA ) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company
Type of charge	Book Debts Movable Property (not being pledge)
Particular of charge holder	Axis Bank, 7, Shakespeare Sarani, Kolkata – 700071, West Bengal, India Email Id : chaitali.thakur@axisbank.com
Nature of description of the instrument creating or modifying the charge	Deed of Hypothecation of Machinery and other movable Fixed Assets Deed of Hypothecation of Current Assets (Stock and Book Debts)
Date of instrument Creating the charge	01.09.2008
Amount secured by the charge	Rs.150.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest BPLR-3.00% Terms of Repayment Ballooning repayment schedule i.e. 20% in FY 10, equal quarterly installments 30% in FY 11, equal quarterly installments 50% in FY 12, equal quarterly installments Margin 25.56% Extent and Operation of the charge Primary: -First charge on all the assets (movable as well as immovable) of the company including all programming assets, both Present and future -First charge on all the current assets of the company including all book debts, stocks, and cash flows -Routing of the company's cash flows both present and future Others Nil

FIXED ASSETS

· Leasehold Improvements

· Plant and Machinery

· Computers

· Office Equipment

· Furniture and Fixtures

· Software

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 records 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.52.16
UK Pound	1	Rs.81.29
Euro	1	Rs.69.47

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	--
--CREDIT LINES	1~10	3
--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		27

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	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
-	NB	New Business	-

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.