MIRA INFORM REPORT

Report Date :

28.06.2011

IDENTIFICATION DETAILS

Name :	REDIFF. COM INDIA LIMITED (w.e.f. 15.02.2000)
Formerly Known As :	REDIFF COMMUNICATION PRIVATE LIMITED
Registered Office :	1^st Floor, Mahalaxmi Engineering Estate, L.J., First Cross Road, Mahim (West), Mumbai-400016, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	09.01.1996
Com. Reg. No.:	11-096077
Capital Investment / Paid-up Capital :	Rs.73.079 Millions
CIN No.: [Company Identification No.]	U22100MH1996PLC096077
Legal Form :	A closely held Public Limited Liability Company.
Line of Business :	Providing Online Advertising and Fee Based Services.
No. of Employees :	300 (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 12000000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established and reputed company in providing online advertising and fee based services. 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. 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 PARTED BY

Name :	Mr. Ramawatar Taparia
Designation :	Accounts Head
Contact No.:	91-9920845128
Date :	27.06.2011

LOCATIONS

Registered / Head Office :	1^st Floor, Mahalaxmi Engineering Estate, L.J., First Cross Road, Mahim (West), Mumbai-400016, Maharashtra, India
Tel. No.:	91-22-24449144
Mobile No.:	91-9920845128 (Mr. Ramawatar Taparia)
Fax No.:	91-22-24455346
E-Mail :	ramawatart@rediff.co.in jyotid@rediff.co.in
Website :	http://www.rediff.com
Area :	18000 sq. ft. (Leased)
Overseas Office:	US Office India Abroad Publications, Inc, 42, Broadway, Suite # 1836, New York-10004, USA
Tel. No.:	+1-212-9291727
Fax No.:	+1-212-6279503
Sales Office:	Located At: New Delhi Bangalore

DIRECTORS

As on 14.09.2010

Name :	Mr. Ajit T. Balakrishanan
Designation :	Chairman and Managing Director
Address :	801, Bakhtawar, Opposite Colaba Post Office, Mumbai – 400005, Maharashtra, India
Date of Birth/Age :	22.07.1948
Date of Appointment :	09.01.1996
Name :	Mr. Arun N. Nanda
Designation :	Director
Address :	Row House No.11, Grand Paradi, 572, Dadyseth Hill Augustkranti Marg, Mumbai – 400036, Maharashtra, India
Date of Birth/Age :	20.08.1943
Date of Appointment :	09.01.1996
Name :	Mr. Sunil N. Phatarphekar
Designation :	Director
Address :	6-W, Navroze Apartment, 35 Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	02.10.1963
Date of Appointment :	26.02.1998
Name :	Mr. Ashok Narasimhan
Designation :	Director
Address :	No.135051 Burke Road, LOS Altos Hill, CA 94022 US, USA
Date of Birth/Age :	14.04.1947
Date of Appointment :	25.06.2002
Name :	Mr. Sridar Iyengar
Designation :	Director
Address :	85, Fair Oaks Lane, Atherton, USA 94027
Date of Birth/Age :	13.08.1947
Date of Appointment :	28.09.2004
Name :	Mr. Rashesh Chandrakant Shah
Designation :	Director
Address :	123, Landmark, Carmicheal Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	30.09.1963
Date of Appointment :	26.04.2006
Other Directorship :	Edelweiss Capital Limited Managing Director U67120MH1995PTC094641 Edelweiss Securities Private Limited Director U67110MH1993PTC073554 Edelweiss Insurance Brokers Limited Director U72200MH2000PTC124096 ICLEO Com Limited Director U72900MH1999PTC121825 IVY Financial Services Private Limited Director U65910MH2006PTC162818 Exactus Corporation Limited Director U72200MHJ1992PTC066379 IT Finity Solutions Private Limited Director U99999MH199PTC121474 ITNation Infotech Private Limited Director U30000MH1998PTC116533
Name :	Mr. Pulak Prasad
Designation :	Director
Address :	Nalanda Capital Pte Limited, 65 Chulia St 3703/04, OCBC Centre, Singapore - 049513
Date of Birth/Age :	27.05.1968
Date of Appointment :	17.12.2002
Date of Ceasing:	20.01.2010

KEY EXECUTIVES

Name :	Mrs. Jyoti K. Dialani
Designation :	Company Secretary
Address :	701, Kishore Niwas, Sindhi Society, Chembur, Mumbai-400071, Maharashtra, India
Date of Birth/Age :	07.04.1973
Date of Appointment :	16.11.2004

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 14.09.2010

Names of Shareholders	No. of Shares
Ajit Balkrishnan	1100190
Arun N. Nanda	622370
R K Sukumar	2
Shivdad Nair	2
P S Ramanarayanan	2
Rediffusion Holdings Private Limited, India	2200002
Draper India International, Mauritius	2200000
K Subharaman	2
Citicorp Financeindia Limited, India	192720
Pacific Centurycyber Works India Private Limited, India	530000
Citibank Na Newyork Nyadr Department, New York	4453600
G E Starategic Investments, India	530000
Quintrol Technologies Private Limited, India	144540
Sunil Phatarphekar	6000
Ashok Narasimhan	6000
Edelweiss Finance and Investment Limited	1258000
Rediff. Com India Limited Employee Trust, India	750000
Arun N Nanda	622370
Total	14615800

As on 14.09.2010

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]	15.05
Bodies corporate	29.59
Directors or relatives of directors	16.13
Other top fifty shareholders	30.47
Others	8.76
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Online Advertising and Fee Based Services.

GENERAL INFORMATION

Customers :	End Uses
No. of Employees :	300 (Approximately)
Bankers :	Citi Bank, Fort Branch, Mumbai HDFC Bank, Kamlamary, Mumbai

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400018, Maharashtra, India
Subsidiaries :	Rediff Holdings Inc. Value Communication Corporation (“Valucom”)
Indirect Subsidiaries:	Rediff.com Inc. India Abroad Publication, Inc.
Associates:	Tachyon Technology Private Limited (“Tachyon”) Eterno Infotech Private Limited (“Eterno”) Imere Technology Private Limited (“Imere”) BigSlick Infotech Private Limited (“BigSlick”)
Enterprise Over Which Key Management Personnel Are Able To Exercise Significant Influence:	Rediff.com India Employee Trust (“ESOP Trust”) Rediffussion Holdings Private Limited RDY and R Private Limited (“RDY and R”)

CAPITAL STRUCTURE

As on 14.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
24000000	Equity Shares	Rs.5/- each	Rs.120.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
14615800	Equity Shares	Rs.5/- each	Rs.73.079 Millions

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		73.079	73.079	73.079
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3454.447	3451.373	3805.350
4] (Accumulated Losses)		(412.203)	(137.432)	0.000
NETWORTH		3115.323	3387.020	3878.429
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
TOTAL		3115.323	3387.020	3878.429
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		213.158	335.495	453.222
Capital work-in-progress		33.344	63.953	109.754
INVESTMENT		654.905	639.905	849.999
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	223.608	259.418	415.697
	Cash & Bank Balances	1991.928	2158.610	2245.994
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	292.210	319.146	269.406
Total Current Assets		2507.746	2737.174	2931.097
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	98.010	114.038	247.817
	Other Current Liabilities	291.611	230.632	184.099
	Provisions	44.559	44.837	33.727
Total Current Liabilities		434.180	389.507	465.643
Net Current Assets		2073.566	2347.667	2465.454
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
LOAN RECOVERABLE FORM ESOP TRUST		140.350	0.000	0.000
TOTAL		3115.323	3387.020	3878.429

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	694.612	880.920	931.556
		Other Income	215.398	212.056	298.936
		TOTAL	910.010	1092.976	1230.492
Less	EXPENSES
		Personnel Cost	267.385	296.013	270.549
		Administrative, Selling and Other Expenses	673.061	629.526	586.051
		TOTAL	940.446	925.539	856.600
	LOSS BEFORE TAX, EXCEPTION ITEMS, DEPRECIATION AND AMORTISATION		(30.436)	167.437	373.892
Less/ Add	DEPRECIATION/ AMORTISATION		233.428	307.721	236.449
	LOSS BEFORE EXCEPTIONAL ITEMS AND TAXES		(263.864)	(140.284)	137.443
	EXCEPTIONAL ITEMS
	CAPITAL WORK IN PROGRESS WRITTEN OFF		(6.470)	(81.668)	0.000
	PROVISION FOR DIMINUTION IN INVESTMENT		(4.000)	(284.134)	0.000
	LOSS BEFORE TAX		(274.334)	(506.086)	137.443
Less	TAX		0.437	2.931	18.674
	LOSS AFTER TAX		(274.771)	(509.017)	118.769
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(137.432)	371.585	(1877.054)
	BROUGHT FORWARD LOSSES ADJUSTED AGAINST SHARE PREMIUM ACCOUNTS		0.000	0.000	2129.870
	BALANCE CARRIED TO THE B/S		(412.203)	(137.432)	371.585
	EARNINGS IN FOREIGN CURRENCY
		E-Commerce Services	3.026	3.621
		Media, Mobile and Other Services	10.887	17.189	NA
		Interest Received on Deposits with Banks	0.000	5.103
	TOTAL EARNINGS		13.913	25.913	NA
	Earnings Per Share (Rs.) Basic		(18.80)	(34.83)	8.13
	Earnings Per Share (Rs.) Diluted		(18.80)	(34.83)	8.04

Particulars	31.03.2011
Sales Turnover (Approximately)	980.000

The above information has been parted by Mr. Ramawatar Taparia.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(30.19)	(46.57)	9.65
Net Profit Margin (PBT/Sales)	(%)	(39.49)	(57.45)	14.75
Return on Total Assets (PBT/Total Assets}	(%)	(10.08)	(16.47)	4.06
Return on Investment (ROI) (PBT/Networth)		(0.09)	(0.15)	0.04
Debt Equity Ratio (Total Liability/Networth)		0.14	0.11	0.12
Current Ratio (Current Asset/Current Liability)		5.77	7.02	6.29

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
Other than dues of micro, small and medium enterprises	98.010	114.038	247.817

TRADE REFERENCES:

• Reliance Communication Limited
• Bharti – Airtel

FIXED ASSETS:

• Furniture and Fittings
• Computers
• Office Equipment
• Vehicles
• Lease Hold Improvements
• 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 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.45.10
UK Pound	1	Rs.71.88
Euro	1	Rs.63.75

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
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	5
--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.