MIRA INFORM REPORT

Report Date :

10.04.2012

IDENTIFICATION DETAILS

Name :	WARNER BROS PICTURES (INDIA) PRIVATE LIMITED
Registered Office :	Eros Cinema Building, 42 M Karve Road, Churchgate, Mumbai – 400020, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	03.07.2003
Com. Reg. No.:	11-141168
Capital Investment / Paid-up Capital :	Rs.1225.000 Millions
CIN No.: [Company Identification No.]	U92110MH2003PTC141168
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02121A
PAN No.: [Permanent Account No.]	AAACW5535B
Legal Form :	Private Limited Liability Company
Line of Business :	Distributor and Importer of International Film and Film Production.
No. of Employees :	50 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (19)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company is under severe pressure. 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 on a secured 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. Mihir Shah
Designation :	Accounts Manager
Contact No.:	91-22-22805091
Date :	09.04.2012

LOCATIONS

Registered Office / Factory:	Eros Cinema Building, 42 M Karve Road, Churchgate, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-66112542 / 6112500
Fax No.:	91-22-66112539
E-Mail :	blaise.fernandes@warnerbros.com
Website :	http://www.warnerbros.com
Area :	4000 sq. ft.
Location :	Owned

DIRECTORS

As on 19.09.2011

Name :	Mr. Anh Dung Jack Nguyen Huu
Designation :	Director
Address :	877, Iliff Stree, Pacific Palisades, California – 90272, USA
Date of Birth/Age :	02.01.1963
Date of Appointment :	03.07.2003
DIN No.:	01508197
Name :	Mr. David Williamson
Designation :	Director
Address :	18747, Mayall Street, Northridge, California – CA91324, USA
Date of Birth/Age :	01.06.1958
Date of Appointment :	03.07.2003
DIN No.:	00257119
Name :	Mr. Edward Ramano
Designation :	Director
Address :	14, Toluca Estate Drive, Toluca Lake, California – 91602, USA
Date of Birth/Age :	03.03.1942
Date of Appointment :	03.07.2003
DIN No.:	00244299
Name :	Mr. Suresh Narsappa Talwar
Designation :	Director
Address :	10, Shiv Sahanti Bhavan, 146, Maharashi Karve Road, Churchgate Reclamation, Mumbai – 400020, Maharashtra, India
Date of Birth/Age :	21.11.1937
Date of Appointment :	20.01.2005
DIN No.:	00001456
Name :	Mr. Damon Banesteel
Designation :	Director
Address :	414 South Bentley Avenue, Los Angeles – 90049, California, USA
Date of Birth/Age :	02.01.1969
Date of Appointment :	03.07.2003
DIN No.:	00236297
Name :	Mr. Blaise Trinity Fernandes
Designation :	Managing Director
Address :	Stella Marie, Co-Operative, Housing Society, Flat No.6A, 2^nd Floor, Off Sitaladevi Road, Mahim, Mumbai – 400016, Maharashtra, India
Date of Birth/Age :	01.09.1965
Date of Appointment :	03.07.2003
DIN No.:	00257160
Name :	Mr. Darius Cavasji Shroff
Designation :	Director
Address :	Moonlight Flat No.8, Maharshi Karve Road, Churchgate, Mumbai – 400020, Maharashtra, India
Date of Birth/Age :	08.08.1944
Date of Appointment :	20.01.2005
DIN No.:	00170680
Name :	Mr. John Andrew Rogovin
Designation :	Additional Director
Address :	402 N Bonhill Road, Los Angeles, CA 90049, USA
Date of Birth/Age :	10.07.1961
Date of Appointment :	23.07.2009
DIN No.:	02729649

KEY EXECUTIVES

Name :	Mr. Mihir Shah
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.09.2011

Names of Shareholders	No. of Shares
T W Ventures Inc, USA	219999
Warner Bros Entertainment Inc., USA	122280001
Total	122500000

As on 19.09.2011

Equity Share Break up (Percentage of Total Equity)

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Distributor and Importer of International Film and Film Production.
Imports :
Products :	Film
Countries :	USA
Terms :
Selling :	Depends
Purchasing :	Depends

GENERAL INFORMATION

No. of Employees :

50 (Approximately)

Bankers :

CITI Bank, Fort Branch, Mumbai, Maharashtra, India

Facilities :

(Rs. In Millions)

Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Working capital loans unsecured	115.000	64.774
Interest accrued due unsecured loans	0.137	0.045
Total	115.137	64.819

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountant
Address :	18^th Floor, Express Towers, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-66655000
Fax No.:	91-22-22826000
E-Mail :
PAN.:	AABFS3421N
Holding Company :	· Warner Bros. Entertainment Inc.
Fellow Subsidiaries :	· Warner Bros (F.E.) Inc. · Warner Bros. Home Entertainment Inc. · Warner Bros. Distributing Inc. · Warner Bros. Pictures International (a division of Warner Bros. Pictures Inc. )

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
122,500,000	Equity Shares	Rs.10/- each	Rs.1225.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
122,500,000	Equity Shares	Rs.10/- each	Rs.1225.000 Millions

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		1225.000	225.000	225.000
2] Share Application Money		0.000	1000.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(1286.682)	(1112.069)	(714.803)
NETWORTH		(61.682)	112.931	(489.803)
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		115.137	64.819	787.123
TOTAL BORROWING		115.137	64.819	787.123
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		53.455	177.750	297.320
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		24.980	74.220	97.654
Capital work-in-progress		0.000	188.495	289.150
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	47.360	74.730	57.478
	Cash & Bank Balances	4.685	37.782	15.559
	Other Current Assets	32.990	25.647	0.000
	Loans & Advances	41.141	35.231	47.156
Total Current Assets		126.176	173.390	120.193
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	29.651	102.755	40.640
	Other Current Liabilities	50.510	139.273	152.846
	Provisions	17.540	16.327	16.191
Total Current Liabilities		97.701	258.355	209.677
Net Current Assets		28.475	(84.965)	(89.474)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		53.455	177.750	297.320

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		357.612	376.365
		Other Income		23.782	7.055
		TOTAL (A)		381.394	383.420
Less	EXPENSES
		Royalties		6.184	33.716
		Print and Sales Promotion Expenses		178.247	190.486
		Personnel Expenses		79.743	65.419
		Operating and Other Expenses		218.764	74.336
		TOTAL (B)		482.938	363.957
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)
				84.266	77.324
Less	FINANCIAL EXPENSES (D)
			NA	(185.810)	(57.861)
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)
				211.456	607.880
Less/ Add	DEPRECIATION/ AMORTISATION (F)
				(397.266)	(665.741)
	PROFIT BEFORE TAX (E-F) (G)
				0.000	1.301
Less	TAX (H)
				(397.266)	(667.042)
	PROFIT AFTER TAX (G-H) (I)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			(714.803)	(47.760)
	BALANCE CARRIED TO THE B/S			(1112.069)	(714.803)
	Earnings Per Share (Rs.)		--	(17.66)	(29.65)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	(104.16)	(173.97)
Net Profit Margin (PBT/Sales)	(%)	NA	(111.08)	(176.88)
Return on Total Assets (PBT/Total Assets}	(%)	NA	(160.44)	(305.60)
Return on Investment (ROI) (PBT/Networth)		NA	(3.51)	(1.35)
Debt Equity Ratio (Total Liability/Networth)		(3.45)	2.86	(2.03)
Current Ratio (Current Asset/Current Liability)		1.29	0.67	0.57

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	Yes
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last two years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	No
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	Yes
21) Market information	--
22) Litigations that the firm / promoter	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes

SUNDRY CREDITORS DETAILS :

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Creditors due others	29.651	102.755	40.640
Total	29.651	102.755	40.640

BACKGROUND :

Warner Bros. Pictures India Private Limited (the Company) incorporated in July 2003 is a subsidiary of Warner Bros Entertainment Inc. The Company is principally engaged in import, duplication and distribution of foreign cinematographs and video films and activities for acquisition and distribution of Indian films.

The Company has incurred losses during the year and the accumulated losses of the Company as at March 31,

2011 are Rs.1286.682 Millions as against its paid up capital of Rs.1225.000 Millions. The Company's ability to meet its obligations in the ordinary course of business and to fund its proposed operations is dependent upon its ability to establish profitable operations and financial support from its parent company. Based on the business plan prepared by the Management, it is confident of its ability to generate sufficient revenues, improve operational performance and continue as going concern. Further, the Company is assured of continuing financial support from its parent company. During the year, the Company has also issued the share capital amounting to Rs.100.000 Millions. The Company is therefore being viewed as a going concern and accounts have been prepared under the going concern assumption.

FINANCIAL RESULTS:

The Company has incurred a net loss of Rs.174.613 Millions for the year after providing Rs.244.382 Millions for depreciation. Your Company is expecting to further increase its revenue during the current year. There were no transfers to Reserves account during the year.

FIXED ASSETS:

· Leasehold Improvement

· Furniture and Fixtures and Office Equipments

· Vehicles

· Computer

· Film Released

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.51.28
UK Pound	1	Rs.81.38
Euro	1	Rs.67.01

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	2
--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		19

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.