MIRA INFORM REPORT

Report Date :

28.02.2012

IDENTIFICATION DETAILS

Name :	VIACOM 18 MEDIA PRIVATE LIMITED
Formerly Known As :	Mtv networks India private limited
Registered Office :	Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400057, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	19.12.1995
Com. Reg. No.:	11-95508
Capital Investment / Paid-up Capital :	Rs.1283.700 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 (32)

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

Maximum Credit Limit :	USD 31610000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company in television broadcasting having moderate 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 slow but correct. The company can be considered for business dealings with some cautions.

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 :	23.02.2012

LOCATIONS

Registered Office :	Zion Bizworld, Subhash Road – A, Vile Parle (East), Mumbai – 400057, Maharashtra
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 careers@viacom18.com communications@viacom18.com saumitra.,deva@viacom18.com
Website :	http://www.viacom18.com
Location :	Leased
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 22.08.2011

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
DIN No.:	00015280
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
DIN No.:	00029828
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
DIN No.:	02069095
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
DIN No.:	02157793
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
DIN No.:	02668522

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
Pan No. :	AAWPJ4965H

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 22.08.2011

Names of Shareholders	No. of Equity Shares	No. of Preferences Shares
MTV Asia Ventures India Pte Limited, Mauritius	42217217	43935500
TV18 Broadcast Limited, India	42217217	--
TOTAL	84434434	43935500

Equity Share Break up (Percentage of Total Equity)

As on 22.08.2011

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	50.000
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is Engaged in Building Multimedia Entertainment Powerhouse.
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

Others

No. of Employees :

500 (Approximately)

Bankers :

· Union Bank of India, Industrial Finance Branch, Mumbai – 400021, Maharashtra, India

· ING Vysya Bank Limited, 22 M.G. Road, Bangalore – 560001, Karnataka, India

· Axis Bank Limited, TRISHUL 3^rd Floor, Opposite Samartheshwar Temple, Law Garden Ellis Bridge, Ahmedabad – 380006, Gujarat, India

· HDFC Bank Limited, HDFC Bank House Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks secured	2000.000	0.000
Working capital loans others secured	1149.000	0.000
Other debt secured	1361.580	446.760
Total	4510.580	446.760
Footnotes The loans are secured by hypothecation of stock, book debts and fixed assets Amount repayable within one year are as follows: - Term loan from Banks Rs. Nil - Working Capital Facilities: Rs. 1,149.00 million - Cash Credit from Bank: Rs. 1,361.58 million The loans are secured by hypothecation of stock, book debts and fixed assets
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks unsecured	498.280	0.000
Total	498.280	0.000
Footnotes Amount payable within one year Rs. 498.28 million

Banking Relations :	-
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252 Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra, India
PAN.:	AAEFP3641G
Holding Companies:	· MTV Asia Ventures (India) Pte. Ltd., Mauritius [50% Share holder] · ibn18 Broadcast Limited [50% Share holder]
Ultimate Holding Companies:	· Viacom Inc. · Network18 Media and Investments Limited · Subsidiary Companies: · Viacom 18 Media US Inc · Viacom 18 Media (UK) Limited · Roptonal Limited, Cyprus · The Indian Film Company Limited, Guernsey · The Indian Film Company. (Cyprus) Limited · IFC Distribution Private Limited · Entity under significant influence: · Viacom International Inc. · MTV Asia LDC, Singapore · MTV Networks International · MTV Networks B.V., Netherlands · MTV Network New York · MTV Networks Europe · MTV India, Cayman Islands (registered in the Netherlands) · Netherlands Overseas Inc · Viacom Netherlands Management LLC · Viacom Overseas Holdings C.V., Netherlands · Viacom Global (Netherlands) B.V. · Nickelodeon Asia Holdings Pte. Limite, Singapore · Nickelodeon UK Limited · Nickelodeon India Pvt. Limited · Television Eighteen India Limited · RVT Investments Private Limited · E18, Division of Network 18 Media and Investment Limited · Sports18, Division of Network 18 Media & Investment Limited · Network 18 Publications Limited · TV 18 Home Shopping Network Limited · Infomedia 18 Limited · Web 18 Software Services Limited · Digital 18 Media Limited · e-Eighteen.Com Limited · Den Network Ltd. (upto September 30, 2010) · Web Chutney Studio Private Limited

CAPITAL STRUCTURE

As 22.08.2011

Authorized Capital of Rs.1650.000 Millions

Issued, Subscribed and Paid Up Capital of Rs.1340.489 Millions

As on 31.03.2011

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
84434434	Equity Shares	Rs.10/- each	Rs.844.344 Millions
43935500	Preferences Shares	Rs.10/- each	Rs.439.355 Millions
	Total		Rs.1283.699 Millions

Changes in the Authorized and Issued Share Capital of the Company

i. Pursuant to the Board resolution dated June 16, 2010 and approval of the Shareholders at the Annual General Meeting held on July 24, 2010, the Authorized Share Capital of the company has been increased from Rs.1150.000 millions to Rs.1650.000 millions divided into 120,994,500 Equity Shares of Rs.10/- each and 44,005,500 0.01% Optionally Convertible Redeemable Cumulative Preference Shares of Rs.10/- each.

ii. Further to fund the future expansion plans of the Company, the Board at its meeting held on June 16, 2010 has approved issue of 14,305,556 equity shares on a rights basis to the equity shareholders of the Company at a price of Rs. 162 each consisting of Rs. 10 towards the face value of each rights share and Rs. 152 towards the premium payable on each rights share. The amount shall be funded by the shareholders in a staggered manner over a period of next 18 months.

iii. The Board of Directors at their meeting held on June 16, 2010 approved the issue of 26,942,378 equity shares of Rs. 10 each on a rights basis to the equity shareholders of the Company at a premium of Rs.152 per share for the purpose of funding the acquisition of business of TIFC. The rights issue was fully subscribed by the shareholders of the Company and the share application money received, shares allotted on October 7, 2010. The proceeds of the Right Issue have been invested in Roptonal Limited.

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		1283.700	1014.280	952.090
2] Share Application Money		640.200	200.000	400.000
3] Reserves & Surplus		8656.890	4561.650	3526.040
4] (Accumulated Losses)		(2679.480)	(3602.800)	(3172.870)
5] Equity Share Warrants		3.000	3.000	0.000
NETWORTH		7904.310	2176.130	1705.260
LOAN FUNDS
1] Secured Loans		4510.580	446.760	44.740
2] Unsecured Loans		498.280	0.000	0.000
TOTAL BORROWING		5008.860	446.760	44.740
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		12913.170	2622.890	1750.000
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		142.990	173.740	171.000
Capital work-in-progress		1.880	12.700	7.630
INVESTMENT		4546.930	0.470	0.000
DEFERREX TAX ASSETS		120.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	4104.740	738.120	639.540
	Sundry Debtors	4013.140	3017.480	2405.620
	Cash & Bank Balances	3010.250	1034.150	594.760
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1385.450	939.820	657.370
Total Current Assets		12513.580	5729.570	4297.290
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3866.410	2936.830	2215.870
	Other Current Liabilities	530.440	342.960	488.150
	Provisions	15.360	13.800	21.730
Total Current Liabilities		4412.210	3293.590	2725.920
Net Current Assets		8101.370	2435.980	1571.370
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		12913.170	2622.890	1750.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
		Gross Income	11053.860	8359.390	3381.130
	DEPRECIATION/ AMORTISATION		81.090	79.600	73.660
	PROFIT/(LOSS) BEFORE TAX		1008.100	(428.360)	(2970.960)
Less	TAX		204.780	1.570	57.320
	PROFIT/(LOSS) AFTER TAX		923.320	(429.930)	(3028.280)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(3602.800)	(3172.870)	(144.590)
	BALANCE CARRIED TO THE B/S		(2679.480)	(3602.800)	(3172.870)
	Earnings/loss Per Share (Rs.)		7.19	(8.74)	(91.08)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	7.97	(7.26)	(66.49)
Return on Investment (ROI) (PBT/Networth)		0.13	(0.20)	(1.74)
Debt Equity Ratio (Total Liability/Networth)		1.19	1.72	1.62
Current Ratio (Current Asset/Current Liability)		2.84	1.74	1.57

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
Micro and Small Enterprises	0.020	0.020	0.170
Other	3866.410	2936.830	2215.870
Total	3866.430	2936.850	2216.040

Check list by Info Agents	Available in Reports ( Yes/No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitutions of the Firm	Yes
Premises Details	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	--
No. of Employees	Yes
Name of person contacted	Yes
Designation of contact person	Yes
Turnover of Firm fort last three years	Yes
Profitability for last three years	No
Reasons For Variation<>20%	--
Estimation for coming financial year	Yes
Capital in Business	Yes
Details of Sister Concern	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	Yes
Export / Import Details (if Applicable)	No
Market Information	--
Litigations that the firm / Promoter involved in	--
Banking Details	Yes
Banking Facility Details	No
Conduct of the banking account	--
Buyer visit details	--
Financial, if provided	No
Incorporation details, if applicable	--
Last Account filed at ROC11	--
Major shareholder , if available	--

OPERATIONS AND PROSPECTS

The directors are “Colors” has topped the ratings numerous times during the year as number one general entertainment channel leaving behind other established channels. This year also witnessed occasions when in the channels of the Company namely “MTV”, “Colors”, “Nick” and “VH1” were ranked as the top channels in their respective genres.

FORM 8

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 Email : sujeet.jain@viacom18.com
This form is for	Creation of charge
Type of charge	Book Debts Movable Property (not being pledge)
Particular of charge holder	ING Vysya Bank Limited, 22 M.G. Road, Bangalore – 560001, Karnataka, India Email: giridharvvrn@ingvysyabank.com
Nature of instrument creating charge	General hypothecation agreement Dated 5^th December 2011 for hypothecation by way of first pari passu charge on current assets and movable fixed assets of the company
Date of instrument Creating the charge	05.12.2011
Amount secured by the charge	Rs.1000.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest: ING Vysya Bank Base Rate 2.50% pa Terms of Repayment: Cash Credit 1 yeAR Short Term Loan not to exceeds 6 months Margin: 25% margin on stocks and receivables Extent and operation of the charge First pari passu charge on current assets and movable fixed assets and movable fixed assets of the company along with working capital and term lenders
Short particulars of the property or asset(s) charged (including complete address and location of the property)	The whole of the current assets of the borrower/ namely stocks of raw materials, stocks in process, semi finished goods, stores and spares not relating to plant and machinery (Consumables stores and spares) Bills receivables and book debts and all other assets and movables both present and future whether now lying loose or in cases or which are lying or stored in or about or shall here in after from time to time during the continuance of the security of these present may be brought into or upon or be stored or be in or about of the borrowers factories premises and godowns situated at various locations of the company or wherever else the same may be or be held by any party to the order or dispositions of the borrower or in the course of transit or on high seas or on order or delivery howsoever, and wheresoever in the possession of the borrower and either by way of subsitituition or additions.

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 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.49.05
UK Pound	1	Rs.77.78
Euro	1	Rs.65.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	5
--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		32

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.