MIRA INFORM REPORT

Report Date :

20.07.2011

IDENTIFICATION DETAILS

Name :	VIACOM 18 MEDIA PRIVATE LIMITED
Formerly Known As :	Mtv networks India private limited
Registered Office :	36B, Dr. R K Shirodkar, Road, Parel (East), Mumbai – 400012, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	19.12.1995
Com. Reg. No.:	11-95508
Capital Investment / Paid-up Capital :	Rs.1017.280 Millions
CIN No.: [Company Identification No.]	U92100MH1995PTC095508
TAN No.: [Tax Deduction & Collection Account No.]	MUMM10374A
PAN No.: [Permanent Account No.]	AAACM9164E
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is Engaged in Building Multimedia Entertainment Powerhouse.
No. of Employees :	500 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B(31)

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

Maximum Credit Limit :	USD 8700000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company in Television Broadcasting having some popular TV Channels. Profitability of the company appears to be under pressure. There appears to be huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. 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. Saumitra Deva
Designation :	Finance Controller
Contact No.:	91-9820734473
Date :	19.07.2011

LOCATIONS

Registered Office :	36B, Dr. R K Shirodkar, Road, Parel (East), Mumbai – 400012, Maharashtra, India
Tel. No.:	91-22-66622424 / 43412424
Mobile No.:	91-9820734473 (Mr. Saumitra Deva)
Fax No.:	91-22-66547720
E-Mail :	sujeet.jain@viacom18.com aabid.co@gmail.com
Website :	http://www.viacom18.com
Branch Office:	30-H, Simran Center, 3rd Floor, Parsi Panchayat Road, Andheri (E), Mumbai – 400069
Tel. No.:	91-22-42325300
Fax No.:	91-22-67652663/4
E-Mail :	colorstv@viacom18.com

DIRECTORS

As on 24.06.2010

Name :	Mr. Haresh Ramrupchand Chawla
Designation :	Director
Address :	143, 14^th Floor, Nibanna Chs Nargis Dutt Road, Pali Hill, Bandra (West), Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	29.12.1967
Date of Appointment :	06.11.2007
Name :	Mr. Raghav Bahl
Designation :	Director
Address :	E-36, Sector – 30 , Noida – 201301, Uttar Pradesh, India
Date of Birth/Age :	02.01.1961
Date of Appointment :	06.11.2007
Name :	Mr. Sameer Manchanda
Designation :	Director
Address :	A -89, Nizamuddin East, New Delhi – 110 013, India
Date of Birth/Age :	19.12.1967
Date of Appointment :	06.11.2007
Name :	Mr. Robert Marc Bakish
Designation :	Director
Address :	17 Old Neversink Road, Danbury, Ct – 06811, USA
Date of Birth/Age :	14.12.1963
Date of Appointment :	20.03.2007
Name :	Mr. Wade Cullen Davis
Designation :	Director
Address :	464, Temama St., San Francisco, Ca – 94103, USA
Date of Birth/Age :	06.03.1972
Date of Appointment :	07.08.2007
Name :	Mr. Bhavneet Singh
Designation :	Director
Address :	108, Sector – 35A, Chandigarh – 160022, India
Date of Birth/Age :	20.12.1972
Date of Appointment :	13.05.2009

KEY EXECUTIVES

Name :	Mr. Sujeet Veerchand Jain
Designation :	Secretary
Address :	130, Tower 1, Raheja Topco Heights, Rani Sati Marg, Malad (E), Mumbai-400097, Maharashtra, India
Date of Birth/Age :	04.08.1973
Date of Appointment :	21.02.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 24.06.2010

Names of Shareholders	No. of Equity Shares	No. of Preferences Shares
MTV Asia Ventures India Pte Limited, Mauritius	28746028	43935500
Ibn18 Broadcast Limited, India	28746028	--
Total	57492056	43935500

List of Allottees:

As on 07.10.2010

Particular	No. of Shares
MTV Asia Ventures India Pte Limited, Mauritius	13471189
Ibn18 Broadcast Limited, India	13471189
Total	26942378

As on 24.06.2010

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]	50.00
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is Engaged in Building Multimedia Entertainment Powerhouse.
Imports :
Products :	IT Equipment
Countries :	South East Asia

GENERAL INFORMATION

No. of Employees :

500 (Approximately)

Bankers :

• HDFC Bank Limited, HDFC Bank House Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India
• Central Bank of India, Industrial Finance Branch, Chander Mukhi, Ground Floor, 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)
Short term loan form bank (Secured by hypothecation of stock and book debts)	0.000	44.740
Cash credit from bank (Secured by hypothecation of stock, book debts and fixed assets)	446.760	0.000
Total	446.760	44.740

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252 Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra, India
Associates/Subsidiaries :	Viacom 18 Media US Inc Viacom 18 (UK) Inc
Holding Company / Ultimate Holding Company:	Viacom International Inc. Network 18 Media and Investment Limited (Formerly Network 18 Fincap Limited) MTV India LDC, Cayman Islands

CAPITAL STRUCTURE

As on 24.06.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
120994500	Equity Shares	Rs.10/- each	Rs.1209.945 Millions
44005500	Preferences Shares	Rs.10/- each	Rs.440.055 Millions
	Total		Rs.1650.000 Millions

Issued, Capital :

No. of Shares	Type	Value	Amount
98739990	Equity Shares	Rs.10/- each	Rs.987.399 Millions
43935500	Preferences Shares	Rs.10/- each	Rs.439.355 Millions
	Total		Rs.1426.754 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
57492056	Equity Shares	Rs.10/- each	Rs.574.920 Millions
43935500	Preferences Shares	Rs.10/- each	Rs.439.355 Millions
	Total		Rs.1014.275 Millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
70994500	Equity Shares	Rs.10/- each	Rs.709.950 Millions
44005500	Preferences Shares	Rs.10/- each	Rs.440.050 Millions
	Total		Rs.1150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
57492056	Equity Shares	Rs.10/- each	Rs.574.920 Millions
3000000	Share Warrants	Rs.1/- each	Rs.3.000 Millions
43935500	Preferences Shares	Rs.10/- each	Rs.439.360 Millions
	Total		Rs.1017.280 Millions

Note:

Of the above:

1. 28746028 (Previous year 23011461) equity shares of Rs.10/- each are held by MTV Asia Ventures (India) Pte. Limited, Mauritius.

2. Nil (Previous year 7500100) equity shares of Rs.10/- each are held by B.K. Holdings Limited, Mauritius.

3. 28746028 (Previous year 15511361) equity shares of Rs.10/- each are held by Ibn18 Broadcast Limited.

4. 9000000 equity shares of Rs.10 each (Previous year 4500000) are allotted as fully paid up upon the conversion of convertible redeemable cumulative preferences shares for consideration other than cash.

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		1017.280	952.090	941.300
2] Share Application Money		200.000	400.000	0.000
3] Reserves & Surplus		4561.650	3526.040	1826.570
4] (Accumulated Losses)		(3602.800)	(3172.870)	(144.590)
NETWORTH		2176.130	1705.260	2623.280
LOAN FUNDS
1] Secured Loans		446.760	44.740	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		446.760	44.740	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2622.890	1750.000	2623.280
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		173.740	171.000	108.591
Capital work-in-progress		12.700	7.630	17.516
INVESTMENT		0.470	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	738.120	639.540	14.434
	Sundry Debtors	3017.480	2405.620	1443.567
	Cash & Bank Balances	1034.150	594.760	2033.041
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	939.820	657.370	205.114
Total Current Assets		5729.570	4297.290	3696.156
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2592.570	2216.040	952.300
	Other Current Liabilities	687.220	488.150	147.114
	Provisions	13.800	21.730	99.569
Total Current Liabilities		3293.590	2725.920	1198.983
Net Current Assets		2435.980	1571.370	2497.173
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2622.890	1750.000	2623.280

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
		Gross Income	8359.390	3381.130	934.710
	DEPRECIATION/ AMORTISATION		79.600	73.660	52.110
	PROFIT BEFORE TAX		(428.360)	(2970.960)	75.380
Less	TAX		1.570	57.320	75.740
	PROFIT AFTER TAX		(429.930)	(3028.280)	(0.360)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(3172.870)	(144.590)	(141.470)
	BALANCE CARRIED TO THE B/S		(3602.800)	(3172.870)	(144.590)
	Earnings Per Share (Rs.)		(8.74)	(91.08)	(0.37)

Particulars	31.03.2011
Sales Turnover (Approximately)	11000.000

The above information has been parted by Mr. Saumitra Deva.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
Return on Total Assets (PBT/Total Assets}	(%)	(7.26)	(66.49)	1.98
Return on Investment (ROI) (PBT/Networth)		(0.20)	(1.74)	0.03
Debt Equity Ratio (Total Liability/Networth)		1.72	1.62	0.46
Current Ratio (Current Asset/Current Liability)		1.74	1.57	3.08

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)	31.03.2008 (Rs. in millions)
Sundry Creditors
Micro and Small Enterprises	0.020	0.170	0.000
Other	2592.550	2215.870	952.300
Total	2592.570	2216.040	952.300

OPERATIONS AND PROSPECTS:

Colors has topped the rating many times during the year as number one general entertainment channel leaving behind other established channels. This year also witnessed occasions when in particular week all the channel of the company namely “MTV”, “Colors”, “Nick” and “VHI” were ranked as the top channel in their respective genres.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Creation of charge
Corporate identity number of the company	U92100MH1995PTC095508
Name of the company	VIACOM 18 MEDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	36B, Dr. R K Shirodkar, Road, Parel (East), Mumbai – 400012, Maharashtra, India
Type of charge	Book Debts Movable Property (not being pledge) Uncalled Share Capital Immovable Property
Particular of charge holder	Central Bank of India, Industrial Finance Branch, Chander Mukhi, Ground Floor, Nariman Point, Mumbai-400021, Maharashtra, India
Email	agmmums1067@centralbank.com
Nature of description of the instrument creating or modifying the charge	Deed of Hypothecation dated 21st March, 2011 by way of first pari-passu charge on all the current assets and fixed assets.
Date of instrument Creating the charge	21.03.2011
Amount secured by the charge	Rs.4000.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Bank's base rate + spread of 350 bps (Bank's base rate is 9.50 % at present)= 13.00% at present Terms of Repayment Loan repayable in 21 quarterly stepped-up installments commencing 2 years from the date of first disbursement as below:1st year : 5% of the term loan amount [5 installments]2nd year :10% of the term loan amount3rd year : 20% of the term loan amount4th year : 30% of the term loan amount5th year : 35% of the term loan amounts. Margin 20% Extent and Operation of the charge First Pari Passu charge by way of hypothecation on all the current assets, fixed assets both present and future more particularly described in Deed of Hypothecation dated 21st March 2011.
Short particulars of the property charged	I) First charge by way of hypothecation of all the Borrower's Current Assets and any other moneys of whatsoever nature and wherever arising, both present and future; II) A first charge on the Borrowers fixed assets both present and future III) First priority charge over all accounts of the Borrower including without limitation, the Escrow Account and /or No-Lien Account (or any account in substitution thereof) and in all funds deposited therein IV) A first charge by way of assignment for the purpose of creation of Security Interest in all the right, title, interest, benefits, claims and demands whatsoever of the Borrower in the Broadcasting V) And Telecasting Contracts, Additional Broadcasting And Telecasting Contracts and/or any other agreements/arrangement, contract, Assigned Rights, Intangible Assets including Goodwill, Undertakings, VI) Uncalled Capital, IPRs, Clearances relating to operation of the Project/ other channels or insurance policies or insurance proceeds , both present and future in accordance with VII) The provisions of Applicable Laws

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

Particular	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Claims against the company not acknowledge as debts	1.880	1.640
Taxation matters in respect of which appeals are pending	0.000	2.140
Guarantee given by the company	1.000	0.000
Total	2.880	3.780

TRADE REFERENCES:

• Endemol
• Group M

fixed assets:

· Goodwill

· Computer – Software

· Leasehold improvements

· Furniture and Fixtures

· Plant and Machinery

· Motor Vehicles

· Equipments and Computer System

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.44.59
UK Pound	1	Rs.71.62
Euro	1	Rs.62.78

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		31

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.