MIRA INFORM REPORT

Report Date :

21.12.2011

IDENTIFICATION DETAILS

Name :	YAHOO INDIA PRIVATE LIMITED [w.e.f. 07.11.2008]
Formerly Known As :	YAHOO WEB SERVICES INDIA PRIVATE LIMITED
Registered Office :	Unit No. 1261, 6^th Floor, Building No. 12, Solitaire, Corporate Park No. 167, G H Marg, Andheri (East), Mumbai-400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	07.04.2000
Com. Reg. No.:	11- 138698
Capital Investment / Paid-up Capital :	Rs.4186.408 Millions
CIN No.: [Company Identification No.]	U72900MH2000PTC138698
TAN No.: [Tax Deduction & Collection Account No.]	MUMY01384F
PAN No.: [Permanent Account No.]	AAACY1252B
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Internet and Web Based Services.
No. of Employees :	700 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

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

Maximum Credit Limit :	USD 6300000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established and reputed company having satisfactory track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. In view of strong promoters, the company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

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

INFORMATION DECLINED BY

Management non-cooperative.

LOCATIONS

Registered Office :	Unit No. 1261, 6th Floor, Building No. 12, Solitaire, Corporate Park No. 167, G H Marg, Andheri (East), Mumbai-400093, Maharashtra, India
Tel. No.:	91-22-33089600
Fax No.:	91-22-33089700
E-Mail :	chandhok@yahoo-inc.com srakesh@yahoo_inc.com amitdas@yahoo-inc.com
Branch Office 1:	14^th Floor, Building No. 8, Tower C, DLF Cyber City, DLF Phase 2, Gurgaon-122002, Haryana, India
Tel. No.:	91-124-3929600
Fax No.:	91-124-3929780
Branch Office 2:	7^th Floor, Bagmane Tridib, Block A, Bagmane Tech Park, C V Raman Nagar, Bangalore-560093, Karnataka, India
Tel. No.:	91-80-30776000
Fax No.:	91-80-30776001

DIRECTORS

As on 30.09.2011

Name :

Mr. Arun Kumar Tadanki

Designation :

Managing Director

Address :

216-B, Hamilton Court, DLF, Phase- 4, Gurgaon-122002, Haryana, India

Date of Birth/Age :

31.07.1970

Qualification:

B. Tech Mechanical, MBA

Date of Appointment :

30.09.2009

Din No.:

00008448

Other Directorship:

S. No.	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
1	U72200AP2000PTC035617	MONSTER.COM (INDIA) PRIVATE LIMITED	Director	20-05-02	20-05-02	15-05-09	Active	NO
2	U72900DL1999PLC100870	WEBNEURON SERVICES LIMITED	Director	18-06-04	18-06-04	-	Amalgamated	NO
3	U72900MH2000PTC138698	YAHOO INDIA PRIVATE LIMITED	Managing director	30-09-09	25-05-09	-	Active	NO

Name :

Chen Engee

Designation :

Director

Address:

Flat B-6/F, Suncrest Tower, 1, Monmouth Terrace, Wanchai, Hong Kong

Date of Birth/Age :

19.07.1962

Date of Appointment :

02.05.2011

Din No.:

03508664

Name :

Stephen Kai Long Man

Designation :

Director

Address :

Flat C, 5/F, Wealthy Heights, 35, Macdonnel Road, Midlevels, Hong Kong

Date of Birth/ Age :

06.04.1971

Date of Appointment :

02.05.2011

Din No.:

03508662

Name :

Mr. Amitabh Lal Das

Designation :

Director

Address :

A 184, Westend Heights, DLF City, Phase 5, Behind Gempact, Gurgaon-122009, Haryana, India

Date of Birth/ Age :

18.09.1969

Qualification:

LLB Course in British and EC Commercial Law and Practice

Date of Appointment :

24.08.2011

Din No.:

03589752

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72900MH2000PTC138698	YAHOO INDIA PRIVATE LIMITED	Director	30-09-11	24-08-11	Active	NO

Name :

Mr. David Russell Gowdey

Designation :

Director

Address :

130, Tanjong Rhu Road, # 08-04, Pin Code 436918, Singapore

Date of Birth/ Age :

29.05.1971

Date of Appointment :

21.05.2010

KEY EXECUTIVES

Name :	Jaspreet Singh Chandhok
Designation :	Secretary
Address :	E 1, Sukhdayak Society, J.B. Nagar, Andheri (East), Mumbai-400059, Maharashtra, India
Date of Birth/Age :	29.05.1975
Date of Appointment :	21.07.2008
Pan No.:	ADFPC5437R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Yahoo Netherlands B.V., Netherlands	418640795
Yahoo CV LLC, California, USA	1
Yahoo Inc., California, USA	1
Total	418640797

As on 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :

Providing Internet and Web Based Services.

GENERAL INFORMATION

No. of Employees :	700 [Approximately]
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252 Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai- 400028, Maharashtra, India
Pan No.:	AABCP9181H
Holding Company:	Yahoo! Netherlands B.V, Netherlands
Ultimate Holding Company:	Yahoo! Inc., USA
Fellow Subsidiaries:	· Yahoo! Emerging Markets (Singapore) Pte Limited, Singapore (Formerly known as Yahoo! Singapore (Pte) Limited) · Yahoo! UK Limited, U.K · Yahoo! do Brasil Internet Ltda, Brazil · Yahoo! Software Development India Private Limited, India · Overture Search Services (Ireland) Limited, Ireland · Yahoo! Canada Co. ,Canada · Yahoo! Hong Kong Limited, Hong Kong · Yahoo! Asia Holdings Limited, Hong Kong · Overture Services Australia Pty. Limited, Australia · Yahoo! 390 GmbH., Germany · Yahoo! Taiwan Inc., Taiwan · Overture Search Services Holdco (Ireland) Limited., Ireland · Yahoo! Overture DE, Denmark · Yahoo! Sarl, Switzerland · Alibaba Group Holdings Limited, Hong Kong

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
448700000	Equity Shares	Rs.10/- each	Rs.4487.000 Millions
130000	Preferences Shares	Rs.100/- each	Rs.13.000 Millions
	Total		Rs.4500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
418640797	Equity Shares	Rs.10/- each	Rs.4186.408 Millions

NOTE:

(A) (i) 418,640,795 Equity Shares of Rs.10 each are held by Yahoo Netherlands B.V., Netherlands. (ii) During the year, 99 Equity Shares and 1 Equity share of Rs.10 each were allotted to Yahoo Netherlands B.V., Netherlands and Yahoo Inc, USA, respectively, pursuant to Merger. (iii) During the year 33,346,300 Equity Shares of Rs. 10 each, fully paid-up aggregating to Rs. 333,463,000 were allotted to Yahoo Netherlands B.V., Netherlands pursuant to Circular resolution dated September 30, 2010 approved by the Board of Directors and duly noted in the Board Meeting held on December 3, 2010.

(B) i) 384,009,216 Equity Shares of Rs.10 each are held by Yahoo Netherlands B.V., Netherlands. (ii) During the year, 99 Equity Shares and 1 Equity share of Rs.10 each were allotted to Yahoo Netherlands B.V., Netherlands and Yahoo Inc, USA, respectively, pursuant to Merger. (iii) During the year 33,346,300 Equity Shares of Rs. 10 each, fully paid-up aggregating to Rs. 333,463,000 were allotted to Yahoo Netherlands B.V., Netherlands pursuant to Circular resolution dated September 30, 2010 approved by the Board of Directors and duly noted in the Board Meeting held on December 3, 2010.

(C) (iv) During the year 128,518 (15%) Cumulative Optionally Convertible Preference Shares held by Yahoo Netherlands B.V. Netherlands has been converted to 1,285,180 Equity Shares of Rs.10 Each pursuant to the receipt of consent and request letter from Yahoo Netherlands B.V. Netherlands and approval by the Board of Directors and duly noted in the Board Meeting held on February 4, 2011.

(D) (iv) During the year 128,518 (15%) Cumulative Optionally Convertible Preference Shares held by Yahoo Netherlands B.V. Netherlands has been converted to 1,285,180 Equity Shares of Rs.10 Each pursuant to the receipt of consent and request letter from Yahoo Netherlands B.V. Netherlands and approval by the Board of Directors and duly noted in the Board Meeting held on February 4, 2011.

(E) (i) 418,640,795 Equity Shares of Rs.10 each are held by Yahoo Netherlands B.V., Netherlands. (ii) During the year, 99 Equity Shares and 1 Equity share of Rs.10 each were alloted to Yahoo Netherlands B.V., Netherlands and Yahoo Inc, USA, respectively, pursuant to Merger. (iii) During the year 33,346,300 Equity Shares of Rs. 10 each, fully paid-up aggregating to Rs. 333,463,000 were allotted to Yahoo Netherlands B.V., Netherlands pursuant to Circular resolution dated September 30, 2010 approved by the Board of Directors and duly noted in the Board Meeting held on December 3, 2010.

(F) i) 384,009,216 Equity Shares of Rs.10 each are held by Yahoo Netherlands B.V., Netherlands. (ii) During the year, 99 Equity Shares and 1 Equity share of Rs.10 each were alloted to Yahoo Netherlands B.V., Netherlands and Yahoo Inc, USA, respectively, pursuant to Merger. (iii) During the year 33,346,300 Equity Shares of Rs. 10 each, fully paid-up aggregating to Rs. 333,463,000 were allotted to Yahoo Netherlands B.V., Netherlands pursuant to Circular resolution dated September 30, 2010 approved by the Board of Directors and duly noted in the Board Meeting held on December 3, 2010.

(G) (iv) During the year 128,518 (15%) Cumulative Optionally Convertible Preference Shares held by Yahoo Netherlands B.V. Netherlands has been converted to 1,285,180 Equity Shares of Rs.10 Each pursuant to the receipt of consent and request letter from Yahoo Netherlands B.V. Netherlands and approval by the Board of Directors and duly noted in the Board Meeting held on February 4, 2011.

(H) (iv) During the year 128,518 (15%) Cumulative Optionally Convertible Preference Shares held by Yahoo Netherlands B.V. Netherlands has been converted to 1,285,180 Equity Shares of Rs.10 Each pursuant to the receipt of consent and request letter from Yahoo Netherlands B.V. Netherlands and approval by the Board of Directors and duly noted in the Board Meeting held on February 4, 2011.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		4186.408	3852.944	2880.148
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.099	0.099	0.000
4] (Accumulated Losses)		(2604.690)	(2607.910)	(1429.939)
NETWORTH		1581.817	1245.133	1450.209
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
PENDING ALLOTMENT		0.000	0.001	0.000
TOTAL		1581.817	1245.134	1450.209
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		932.728	729.371	631.244
Capital work-in-progress		0.000	0.000	74.104
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	811.587	576.678	845.573
	Cash & Bank Balances	152.030	303.359	324.376
	Other Current Assets	86.248	77.521	0.729
	Loans & Advances	266.138	280.933	228.634
Total Current Assets		1316.003	1238.491	1399.312
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	563.468	580.796	571.789
	Other Current Liabilities	81.789	125.120	62.996
	Provisions	21.657	16.812	19.666
Total Current Liabilities		666.914	722.728	654.451
Net Current Assets		649.089	515.763	744.861
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1581.817	1245.134	1450.209

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	GROSS INCOME		2243.650	1417.404	1331.807
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		518.500	(759.427)	(188.162)
Less/ Add	DEPRECIATION/ AMORTISATION		515.280	490.881	453.950
Add	PRIOR PERIOD ADJUSTMENT		0.000	72.453	0.000
	PROFIT / (LOSS) BEFORE TAX		3.220	(1177.855)	(642.112)
Less	TAX		0.000	0.000	18.112
	PROFIT / (LOSS) AFTER TAX		3.220	(1177.855)	(660.224)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2607.910)	(1429.939)	(769.715)
Less	APPROPRIATIONS
		Adjustment on amalgamation	0.000	0.116	0.000
	BALANCE CARRIED TO THE B/S		(2604.690)	(2607.910)	(1429.939)
	Earnings / (Loss) Per Share (Rs.)		0.01	(3.76)	(2.30)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	0.14	(59.85)	(31.62)
Return on Investment (ROI) (PBT/Networth)		0.00	(0.95)	(0.44)
Debt Equity Ratio (Total Liability/Networth)		0.42	0.58	0.45
Current Ratio (Current Asset/Current Liability)		1.97	1.71	2.14

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Sundry Creditors
Due to small micro enterprises	4.975	53.225	0.592
Due to others	558.493	527.571	571.197
Total	563.468	580.796	571.789

RESULTS OF OPERATIONS:

During the year, Subject gross income was 58.30% higher at Rs.2243.650 Millions as compared to the previous year gross income of Rs.1417.400 Millions. The business has grown by making significant in-roads in creating awareness about the internet and providing the best available service to clients.

OUTLOOK:

The Company anticipates better returns in the subsequent financial years with internet awareness growing rapidly in the country and clients aliocating more advertising budgets to the internet.

AMALGAMATIONS:

Pursuant to the Scheme of Arrangement (the “Scheme”) between Subject and Yahoo Internet Communications India Private Limited (“Transferor Company”) and their respective Shareholders, sanctioned by the High Court of Judicature at Bombay vide order dated August 6, 2010 and made effective on September 3, 2010, entire business and all the assets and liabilities of Transferor Company, incorporated to engage in the business of providing internet telephony, telecom and computer services, operating internet and other voice and data services, were transferred and vested in the Company effective April 1, 2009.

CONTINGENT LIABILITIES:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Arrears in respect of dividend on Preference Shares	0.000	17.614
Claims against the Company pertaining to copyright infringement / defamatory e-mails and increase in rent, not acknowledged as debts (to the extent ascertainable)	266.712	111.976
Demand raised by tax authorities against which Company has filed an appeal:
- Income Tax	0.059	1.339
- Service Tax	90.796	13.726
TOTAL	357.567	144.655

NOTE: Future cash flows, if any, in respect of (ii) and (iii) above, are determinable only on receipt of judgment/ decision pending with various forums/ authorities.

FIXED ASSETS:

• Computer Software
• Leasehold Improvement
• Computer
• Furniture and Fixture
• Office Equipment

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.53.03
UK Pound	1	Rs.82.34
Euro	1	Rs.69.00

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		44

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.