MIRA INFORM REPORT

Report Date :

10.03.2011

IDENTIFICATION DETAILS

Name :	UNITECH WIRELESS (TAMILNADU) PRIVATE LIMITED (w.e.f. 22.05.2008)
Formerly Known As :	UNITECH BUILDERS AND ESTATES PRIVATE LIMITED
Registered Office :	Basement 6, Community Centre, Saket, New Delhi-110017
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	10.08.2007
Com. Reg. No.:	55-166910
CIN No.: [Company Identification No.]	U45400DL2007PTC166910
TAN No.: [Tax Deduction & Collection Account No.]	DELU03471G
PAN No.: [Permanent Account No.]	AAACU9188Q
Legal Form :	Private Limited Liability Company.
Line of Business :	Real Estate Developers.

RATING & COMMENTS

MIRA’s Rating :

B (26)

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

Maximum Credit Limit :	USD 189920000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a company having moderate track. There appears huge accumulated losses recorded by the company. However trade relations are reported as fair. 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.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Basement 6, Community Centre, Saket, New Delhi-110017, India
E-Mail :	anil.rustgi@unitechwireless.com anil.rustgi@uninor.in

DIRECTORS

As on 25.10.2010

Name :	Mr. Ajay Chandra
Designation :	Director
Address :	C-41, Mayfair Gardens, New Delhi-110016, India
Date of Birth/Age :	11.12.1967
Date of Appointment :	06.02.2009
Name :	Mr. Sanjay Chadnra
Designation :	Director
Address :	C-41, Mayfair Gardens, New Delhi-110016, India
Date of Birth/Age :	07.09.1972
Date of Appointment :	06.02.2009
Name :	Mr. Sigve Berkke
Designation :	Director
Address :	39/ 206, Nichada Thani, Samakeee Road, Nonthaburi, Thailand-1120
Date of Birth/Age :	15.12.1959
Date of Appointment :	20.03.2009
Name :	Mr. Yogesh Sanjeev Malik
Designation :	Director
Address :	A-18, Chanakyapuri, Sama Road Baroda-390008, Gujarat, India
Date of Birth/Age :	26.07.1972
Date of Appointment :	20.03.2009
Name :	Mr. Jan Edvard Thygesen
Designation :	Director
Address :	Nes Terrasse 23, Nesbru-1394, Norway
Date of Birth/Age :	19.03.1951
Date of Appointment :	20.03.2009
Name :	Mr. Jaideep Singh
Designation :	Director
Address :	24, First Street, Shanti Niketan, New Delhi-110021, India
Date of Birth/Age :	11.12.1967
Date of Appointment :	30.06.2009
Date of Ceasing:	19.12.2009
Name :	Mr. Stein Erik Vellan
Designation :	Director
Address :	Vajara Doke Joanovica 15, Belgrde-11040
Date of Birth/Age :	13.02.1965
Date of Ceasing :	18.08.2010
Name :	Mr. Anand Prasad
Designation :	Director
Address :	S-565, G-7 II Floor, Greater Kailash-II, New Delhi-110048, India
Date of Birth/Age :	01.02.1968
Date of Appointment :	20.03.2009
Date of Ceasing:	10.09.2009

ADDITIONAL DIRECTORS

Name :	Mr. Richard Olav AA
Designation :	Additional Director
Address :	Rugelandsveien 130, Eiksmarka-1359
Date of Birth/Age :	08.08.1966
Date of Appointment :	18.08.2010
Name :	Jayesh Desai
Designation :	Additional Director
Address :	GP-1/5A, Gurgaon One Housing Complex, Old Delhi Road, Sector-22, Mulahera, Gurgaon-122015, Haryana, India
Date of Birth/Age :	17.12.1966
Date of Appointment :	06.10.2010

KEY EXECUTIVES

Name :	Mr. Manish Sansi
Designation :	Secretary
Address :	125, Mukherjee Park, New Delhi-110018, India
Date of Birth/Age :	24.07.1971
Date of Appointment :	12.05.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 25.10.2010

Names of Shareholders	No. of Shares
Unitech Limited, Delhi, India	9811356
Cestos Unitech Wireless Private Limited, Delhi, India	5265201
Simpson Unitech Wireless Private Limited, Delhi, India	21859629
Telenor Asia Pte Limited, Singapore	96843126
Acorus Unitech Wireless Private Limited, Delhi, India	10220688
Total	144000000

Equity Share Breakup (Percentage of Total Equity)

As on 25.10.2010

Category	Percentage of Holding
Foreign holdings (Foreign institutional investor(s), Foreign comapnie(s) Foreign financial institution(s), Non-resident indian(s) or overseas corporate bodies or others)	48.97
Bodies corporate (not mentioned above)	51.03
Total	100.00

BUSINESS DETAILS

Line of Business :

Real Estate Developers.

GENERAL INFORMATION

Bankers :

• Punjab National Bankl, Large Corporate Branch, Tolstory Marg, New Delhi-110001, India
• State Bank of Bhawan, Corporate Centre, Madame Cama Road, Nariman Point, Mumbai-400021, Maharashtra, India
• Bank of India
• Canara Bank
• Oriental Bank of Commerce
• Vijaya Bank

Facilities :

Secured Loans	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Short Term Loans
From Bank of India		176.042
From Canara Bank		457.708
From Central Bank of India	7999.820	176.042
From Oriental Bank of Commerce		211.250
From Punjab National Bank		457.708
From Vijaya Bank		211.250
Interest Accrued and due on above	--	2.266
Total	7999.820	1692.266
Note : Repayable within one year.
Unsecured Loans	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Short Term loans	--	102.907
Convertible Bonds	--	834.000
Total	--	936.907

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates
Address :	Golf View Corporation Tower B, Sector -42, Sector Road, Gurgaon – 122002, Haryana, India
Holding Company :	Telenor Asia Pte Limited, Singapore
Ultimate Holding Company :	Telenor ASA
Wholly Subsidiary Company :	Unitech, Long Distance Communication Services Private Limited
Fellow Subsidiaries :	Telenor Key Partner AS Telenor Consult AS Carex Communications Services Private Limited DiGi Telecommunications Sdn Bhd Grameenphone Limited Telenor Sverige AB Telenor Telecom Solutions AS Total Access Communications Plc. (DTAC)
Associate Company :	Acorus Unitech Wireless Private Limited Cestos Unitech Wireless Private Limited Simpson Unitech Wireless Private Limited Unitech Amusement Parks Limited Unitech Hi-tech Developers Limited Unitech Limited Unitech Capital Private Limited Unitech Country Club Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
156500000	Equity Shares	Rs. 10/- each	Rs.5165.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
44699600	Equity Shares	Rs. 10/- each	Rs.446.996 Millions

(Of the above 2,320,121 Equity shares are issued by way of conversion of 41,700,000" ASeries" Convertible Bonds into fully paid up Equity Shares of Rs 10/- each at a premium of Rs 169.7312 per share. )

(Of the above 2,320,121 Equity shares are issued by way of conversion of 41,700,000 "BSeries" Convertible Bonds into fully paid up Equity Shares of Rs 10/- each at a premium of Rs 169.7312 per share. )

Share pending allotment

(3,300,440 equity shares of Rs 10 each to be issued to share holders of transferee companies pursuantto scheme of amalgamation)

As on 25.10.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
156500000	Equity Shares	Rs. 10/- each	Rs.5165.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
144000000	Equity Shares	Rs. 10/- each	Rs.1440.000 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		446.995	150.397	100.000
2] Share Application Money		33.004	0.000	0.000
3] Reserves & Surplus		65666.601	606.610	0.000
4] (Accumulated Losses)		(8667.936)	0.000	[0.676]
NETWORTH		47478.864	757.007	99.324
LOAN FUNDS
1] Secured Loans		7999.819	1692.266	0.000
2] Unsecured Loans		0.000	936.907	2258.850
TOTAL BORROWING		7999.819	2629.173	2258.850
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		55478.683	3386.180	2358.174
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		41995.954	2882.499	2357.528
Capital work-in-progress		11389.939	0.949	0.155
INVESTMENT		126.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.032
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	112.788	0.000	0.000
	Sundry Debtors	5.491	0.000	0.000
	Cash & Bank Balances	24666.156	505.748	0.486
	Other Current Assets	34.534	0.000	0.000
	Loans & Advances	4375.734	220.266	0.000
Total Current Assets		29194.703	726.014	0.486
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	21.902	36.153	0.011
	Other Current Liabilities	24220.434	180.633	0.016
	Provisions	2985.577	6.496	0.000
Total Current Liabilities		27227.913	223.282	0.027
Net Current Assets		1966.790	502.732	0.459
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		55478.682	3386.180	2358.174

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	802.991	6.996	0.000
		Other Income			0.141
		TOTAL	802.991	6.996	0.141
Less	EXPENSES
		Administrative Expenses and other Expenses		246.111	0.849
		TOTAL		246.111	0.849
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		17046.661	[239.115]	[0.708]
Less/ Add	DEPRECIATION/ AMORTISATION			8.785	0.000
	PROFIT BEFORE TAX		(17849.652)	[247.900]	[0.708]
Less	TAX		(569.494)	0.214	[0.032]
	PROFIT AFTER TAX		(18419.146)	[248.114]	[0.676]
	EARNINGS IN FOREIGN CURRENCY
		Roaming	0.035	--	--
	TOTAL EARNINGS		0.035	--	--
	IMPORTS
		Capital goods	428.761	--	--
		Inventory	58.193	--	--
	TOTAL IMPORTS		486.954	--	--
	Earnings Per Share (Rs.)		[412.06]	[5.55]	0.08

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	[2293.81]	[3546.51]	[479.43]
Return on Total Assets (PBT/Total Assets}	(%)	[25.07]	[6.87]	[0.03]
Return on Investment (ROI) (PBT/Networth)		[0.37]	[0.33]	[0.01]
Debt Equity Ratio (Total Liability/Networth)		0.74	3.77	22.74
Current Ratio (Current Asset/Current Liability)		1.07	3.25	18.00

LOCAL AGENCY FURTHER INFORMATION

Background

Nature of Business

The Company was incorporated on August 10, 2007 as a private limited company under the Companies Act, 1956 by the name of Unitech Builders and Estates Private Limited.

The Company has received License from Department of Telecommunications (DOT) to provide Unified Access Services in Tamilnadu circle for an initial period of 20 years. By virtue of amalgamation of operations of other entities as detailed below, the Company currently has licenses in all 22 circles of India and on December 3, 2009, the Company launched wireless telephony services in 8 circles.

During the year the Company has acquired 100% equity stake in Unitech Long Distance Communication Services Private Limited (ULDCSPL). ULDCSPL holds National Long Distance and International Long Distances licences in India. ULDCSPL will be merged into the Company with effect from April 1, 2010.

Scheme of Amalgamation

In order to consolidate its operations, on April 16, 2010, the Company, Unitech Wireless (Tamilnadu) Private Limited (the „Company‟ or „Transferee Company or UWTNPL‟) has filed a scheme of amalgamation of Unitech Wireless (Delhi) Private Limited (UWD), Unitech Wireless (East) Private Limited (UWE), Unitech Wireless (West) Private Limited (UWW), Unitech Wireless (North) Private Limited (UWN), Unitech Wireless (South) Private Limited (UWS), Unitech Wireless (Kolkata) Private Limited (UWK), Unitech Wireless (Mumbai) Private Limited (UWM) (singly referred to as „Transferor Company‟ and collectively referred to as the „Transferor Companies‟) under sections 391 to 394 of the Companies Act, 1956 with Hon‟ble Delhi High Court seeking approval of the Scheme. Appointed Date for merger of seven Uninor group entities with UWTNPL is April 1, 2009. The Transferor companies are fellow subsidiaries of the Company. The Scheme also deals with merger of Unitech Long Distance Communication Services Private Limited (ULDCSPL) a subsidiary of UWTNPL with UWTNPL. Appointed Date for merger of ULDCSPL with UWTNPL is April 1, 2010. The Hon‟ble High Court after hearing the Petitioner Companies on September 27, 2010 has approved the scheme. The Company has filed the order with Registrar of Companies on October 1, 2010.

Pursuant to the terms of the Scheme, all assets and liabilities of Transferor Companies as at April 1, 2009, were transferred to the Company at the carrying values as appearing for consideration of 3,300,440 equity shares to be issued to the shareholders of the transferee companies based on the ratio as specified in the scheme.

OVERVIEW

The Board vide its resolution dated April 16, 2010 has approved a scheme of arrangement and amalgamation ('Scheme') among Unitech Wireless (Delhi) Private Limited, Unitech Wireless (North) Private Limited, Unitech Wireless (East) Private Limited, Unitech Wireless (South) Private Limited, Unitech Wireless (West) Private Limited, Unitech Wireless (Kolkata) Private Limited, Unitech Wireless {Murnbai) Private Limited and Unitech Long Distance Communication Services Private Limited ('Transferor Companies') with Unitech Wireless (Tamilnadu) Private Limited ('Transferee Companies') and their respective shareholders.

On September 27, 2010 the Scheme was sanctioned by Hon'ble Delhi High Court ('Court'). On October 1, 2010 the order of the Court was filed with Registrar of Companies and thus, in terms of Section 391 of the Companies Act, 1956, the Scheme became effective on October 1, 2010.

Therefore, the Board is presenting its report based on the consolidated audited financials for the financial year ended March 31, 201 0.

During financial year 2009-10, Telenor Asia Pte Ltd had brought in full of its equity commitment amount and corresponding shares have been issued to it.

During the year, the Company has launched its operation in 13 circles out of 22 circles. The subscriber base of the Company has crossed 10.000 million mark in September 2010.

FORM : 8

Bankers Charges Report as per Registry

Corporate identity number of the company	U45400DL2007PTC166910
Name of the company	UNITECH WIRELESS (TAMILNADU) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Basement 6, Community Centre, Saket, New Delhi-110017, India
This form is for	Creation of Charge
Type of charge	Others
Particular of charge holder	State Bank of Bhawan, Corporate Centre, Madame Cama Road, Nariman Point, Mumbai-400021, Maharashtra, India
Nature of instrument creating charge	Tripartite Agreement dated May 6, 2010 by and between President of India, Unitech Wireless (Tamilnadu) Private Limited and State Bank of India (acting for itself as Lender and as agent for other Lenders) fro assignment of UAS License in respect of Tamilnadu (including Chennai Metro) Circle/ Service Area.
Date of instrument Creating the charge	06.05.2010
Amount secured by the charge	Rs. 50000.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 75 basis points below the benchmark advance lending rate of SBI as applicable form time to time. The interest rate is 11% on the date of the short term facility agreement dated August 10, 2009. Terms of Repayment Unless prepaid in accordance with the Short Term Facility Agreement dated August 10, 2009 (Agreement) the loan availed shall be repaid by each obligor in one installment on the date falling 364 days after the date of the first draw down under the agreement. Margin Not Applicable Extent and Operation of the charge First ranking security for repayment of facility of Rs. 50000.000 Millions with fess, costs and all amounts due and payable to all the Lenders (as per attachment), Facility Agent and Security Trustee. The charge created in favour of Lenders shall rank pari passu inter se without any preferences or priority in favour of any of other lenders
Short particulars of the property charged	License Agreement No. 20-217/2008-Unitech-AS-I dated February 29, 2008 in respect of Tamilnadu (including Chennai Metro) Circle/ Service Area.

Fixed Assets:

· Computer

· Office Equipments

· Furniture and Fittings

· Leasehold Improvements

· Vehicles

· Software License

· Telecom License

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. 45.03
UK Pound	1	Rs. 72.97
Euro	1	Rs. 62.94

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--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		26

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.