MIRA INFORM REPORT

Report Date :

13.01.2012

IDENTIFICATION DETAILS

Name :	AIRCEL LIMITED (w.e.f October 1999)
Formerly Known As :	SRINIVAS CELLCON LIMITED
Registered Office :	Spencer Plaza, 769, Anna Salai, Chennai 600 0002, Tamilnadu
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	20.12.1994
Com. Reg. No.:	18-029608
Capital Investment / Paid-up Capital :	Rs.27267.338 Million
CIN No.: [Company Identification No.]	U32201TN1994PLC029608
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Providing Cellular Mobile Telephone Services.
No. of Employees :	Not Available

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 167500000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company in under 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 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.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 :	Spencer Plaza, 769, Anna Salai, Chennai 600 0002, Tamilnadu, India
Tel. No.:	91-44-28490849
Fax No.:	91-44-28496769
E-Mail :	vijay.krishnan@aircel.co.in Care.tn@aircel.co.in
Website :	http://www.aircel.com
Head Office :	Aircel Cellular Limited No.301 (Old No: 193), Poonamallee High Road, Kilpauk, Chennai 600010, Tamilnadu, India
Tel. No.:	91 – 44 - 25324141
Fax No.:	91 – 44 – 25323131
Corporate Office :	Coimbatore Arthanari Towers, 3rd floor, No.114, Race Course Road, Coimbatore - 641018. Madurai Aparna towers, 3rd floor, 2/3, By Pass Road, Madurai - 625 010. Haryana Dlf Cyber City, Building No. 10-A, 2nd Floor, Gurgaon 122001, Haryana, India Puducherry Aircel Towers, No. 284, Kamaraj Salai, Puducherry - 605 008. Salem Blossom Plaza, 2nd Floor, Four Roads, Salem - 636 007. Trichy Lakshmi Complex, 2nd Floor, 73B/1, Salai Road, Thillai Nagar, Trichy - 620 018.

DIRECTORS

As on 19.09.2011

Name :

Ms. Suneeta Reddy

Designation :

Director

Address :

No.5, Subba Rao Avenue II Street, Nungambakkam, Chennai – 600 006, Tamilnadu, India.

Date of Birth/Age :

03.04.1959

Date of Appointment :

21.03.2006

DIN No.:

00001873

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U65993TN1985PTC011751	Pdr Investments Private Limited	Director	12-04-85	12-04-85	04-09-09	Active	NO
2	L65993GJ1995PLC064810	Aditya Birla Money Limited	Director	04-07-95	04-07-95	06-03-09	Active	NO
3	U65191TN1996PTC036440	Apollo Infrastructure Projects Finance Company Private Limited	Director	30-08-96	30-08-96	-	Active	NO
4	L72300TN1998PLC041360	Apollo Sindoori Hotels Limited	Director	17-08-07	13-11-98	-	Active	NO
5	L85110TN1979PLC008035	Apollo Hospitals Enterprise Limited	Whole-time director	01-06-11	01-05-00	-	Active	NO
6	U65910TN1991PTC020604	Kalpatharu Infrastructure Development Company Private Limited	Director	30-10-00	30-10-00	-	Active	NO
7	U27104TN1981PTC008951	Sindoori Software Solutions Private Limited	Director	18-04-01	18-04-01	-	Strike off	NO
8	U85320TN1974PLC006623	A.B.Medical Centres Limited	Director	19-07-01	19-07-01	25-05-07	Active	NO
9	U33112WB1988PLC045223	Apollo Gleneagles Hospital Limited	Nominee director	26-08-02	26-08-02	-	Active	NO
10	U31402TN2002PTC049731	Sindya Aqua Minerale Private Limited	Director	16-10-02	16-10-02	04-09-09	Active	NO
11	U17111TN1991PLC021205	Vasumati Spinning Mills Ltd.	Director	05-12-02	05-12-02	-	Active	NO
12	U51501GJ2003PLC065196	Aditya Birla Commodities Broking Limited	Director	10-10-03	10-10-03	06-03-09	Active	NO
13	U45203TN2002PTC048844	Sindya Infrastructure Development Company Private Limited	Director	01-01-04	01-01-04	-	Active	NO
14	U72200TN2004PTC052711	Fsm Labs Services Private Limited	Director	10-03-04	10-03-04	-	Strike off	NO
15	U72200TN2004PTC053718	Sindya Builders Private Limited	Director	14-07-04	14-07-04	-	Active	NO
16	U85110TN1997PLC037382	Apollo Mumbai Hospital Limited	Director	30-09-04	30-09-04	06-11-06	Active	NO
17	U45201TN1981PTC008782	Kalpatharu Enterprises Private Limited	Director	05-05-05	05-05-05	-	Active	NO
18	L24232DL1988PLC030958	Indraprastha Medical Corporation Limited	Director	31-08-05	31-08-05	-	Active	NO
19	U65993TN1996PLC036644	Pcr Investments Limited	Director	20-09-05	20-09-05	-	Active	NO
20	U85110AP2003PLC040647	Samudra Health Care Enterprises Limited	Director	29-11-05	29-11-05	25-05-07	Active	NO
21	U85110KA1991PLC011781	Imperial Hospital and Research Centre Limited	Nominee director	18-01-06	18-01-06	-	Active	NO
22	U67120TN2006PTC058605	Sindya Securities and Investments Private Limited	Director	19-01-06	19-01-06	24-01-11	Active	NO
23	U32201TN1994PLC029608	Aircel Limited	Director	21-03-06	21-03-06	-	Active	NO
24	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	21-03-06	21-03-06	-	Active	NO
25	U74999TN1992PLC039395	Aircel Cellular Limited	Director	21-03-06	21-03-06	-	Active	NO
26	U64202DL2006PTC144852	Deccan Digital Networks Private Limited	Director	25-03-06	25-03-06	-	Active	NO
27	U85110TN1997PLC039016	Apollo Hospitals International Limited	Alternate director	31-07-06	31-07-06	-	Active	NO
28	U85110TN2006PLC061114	Indian Hospitals Corporation Limited	Director	20-03-10	14-09-06	26-03-10	Active	NO
29	U85110TN2006PTC061323	Western Hospitals Corporation Private Limited	Director	16-10-06	16-10-06	-	Active	NO
30	U66030AP2006PLC051760	Apollo Munich Health Insurance Company Limited	Director	28-12-07	12-12-06	-	Active	NO
31	U40109TN2007PTC062868	Sindya Power Generating Company Private Limited	Director	29-03-07	29-03-07	-	Active	NO
32	U85100TN2007PTC064527	Faber Sindoori Management Services Private Limited	Director	27-08-07	27-08-07	-	Active	NO
33	U40104TN2007PTC064188	Tharani Energy India Private Limited	Director	07-03-08	07-03-08	-	Active	NO
34	U73100AP2009FTC064239	Quintiles Phase One Clinical Trials India Private Limited	Director	03-07-09	03-07-09	-	Active	NO
35	U85100AP2007PTC054589	Health Superhiway Private Limited	Nominee director	01-09-09	01-09-09	-	Active	NO
36	U85110TN2007PTC064258	Apollo Cosmetic Surgical Center Private Limited	Director	30-09-10	30-09-10	-	Active	NO
37	U40102TN2010PTC078096	Garuda Energy Private Limited	Director	16-11-10	16-11-10	-	Active	NO
38	U45205TN2011PTC079111	Sirkazhi Port Private Limited	Director	08-02-11	08-02-11	-	Active	NO
39	U67190TN2011PTC079267	Sindya Holdings Private Limited	Director	18-02-11	18-02-11	-	Active	NO

Name :

Mr. Beng Chee Chan

Designation :

Director

Address :

3, Jalan TR 6/1. Trop ICA, NA Golf and Country Clu. B - 47410, Petaling Jaya, Selangor Darul Ehsan, Malaysia – 47410.

Date of Birth/Age :

23.08.1955

Qualification :

06.01.2006

DIN No.:

01288817

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	06-01-06	06-01-06	-	Active	NO
2	U32201TN1994PLC029608	Aircel Limited	Director	06-01-06	06-01-06	-	Active	NO
3	U74999TN1992PLC039395	Aircel Cellular Limited	Director	06-01-06	06-01-06	-	Active	NO
4	U72900DL2006PTC146401	South Asia Communications Private Limited	Director	25-03-06	25-03-06	-	Active	NO

Name :

Mr. Sandip Das

Designation :

Director

Address :

C-31, Meherina, C-51, Nepean Sea Road, Malabar Hill, Mumbai – 400026, Maharashtra, India

Date of Birth/Age :

07.10.1972

Date of Appointment :

01.03.2007

DIN No.:

00116303

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U32201TN1994PLC029608	Aircel Limited	Director	13-06-07	01-03-07	-	Active	NO
2	U74999TN1992PLC039395	Aircel Cellular Limited	Director	13-06-07	01-03-07	-	Active	NO
3	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	13-06-07	01-03-07	-	Active	NO
4	U72900DL2006PTC146401	South Asia Communications Private Limited	Director	17-08-07	17-08-07	-	Active	NO
5	U64202DL2006PTC144852	Deccan Digital Networks Private Limited	Director	17-08-07	17-08-07	-	Active	NO

Name :

Mr. Ameen A Fahad AL Shiddi

Designation :

Director

Address :

Apartment No.3, Building No.7099, Oliaya Street, Warood, Riyadh - 11652

Date of Birth/Age :

07.10.1972

Date of Appointment :

07.03.2008

DIN No.:

02165964

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U32201TN1994PLC029608	Aircel Limited	Director	29-05-08	07-03-08	01-01-11	Active	NO
2	U74999TN1992PLC039395	Aircel Cellular Limited	Director	29-05-08	07-03-08	28-10-10	Active	NO
3	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	29-05-08	07-03-08	01-01-11	Active Bottom of Form	NO

Name :

Mr. Raghvendra Madhav

Designation :

Director

Address :

A – 154, New Friends Colony, New Delhi – 110 065, India.

Date of Birth/Age :

26.05.1961

Date of Appointment :

21.03.2006

DIN No.:

00061101

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U32202DL1997PTC086615	India Dtu Private Limited	Director	10-04-97	10-04-97	-	Active	NO
2	U32202DL1997PTC086616	India Dth Private Limited	Director	10-04-97	10-04-97	-	Active	NO
3	U64120DL1999PTC101773	Astro Network India Private Limited	Director	15-11-99	15-11-99	-	Active	NO
4	U74899DL1999PTC101774	Astro E.Com India Private Limited	Director	15-11-99	15-11-99	-	Active	NO
5	U64120DL1999PTC102931	Airtime Marketing And Sales India Private Limited	Director	02-03-00	02-03-00	-	Active	NO
6	U92142DL2000PTC104192	Asia Access Private Limited	Director	30-04-01	30-04-01	-	Active	NO
7	U74899DL1995PTC067294	Network Systems Private Limited	Director	07-02-02	07-02-02	-	Active	NO
8	U74140KA2005PTC035649	India Malaysia Satellite Company Private Limited	Director	18-02-05	18-02-05	-	Dormant	NO
9	U92111AP2005PTC048588	A.V.Digital Networks(Hyderabad) Private Limited	Director	29-12-05	29-12-05	-	Active	NO
10	U72200AP2005PTC048589	Deccan Digital Networks (Hyderabad) Private Limited	Director	29-12-05	29-12-05	-	Active	NO
11	U72200AP2005PTC048619	Metro Digital Networks (Hyderabad) Private Limited	Director	29-12-05	29-12-05	-	Active	NO
12	U74899DL2005PTC143204	Optimum Media Services Private Limited	Director	31-12-05	31-12-05	-	Active	NO
13	U80302DL2005PTC143205	Pioneer Radio Training Services Private Limited	Director	31-12-05	31-12-05	-	Active	NO
14	U92131TN2005PTC058222	Aisa Radio Broadcast Private Limited	Director	31-12-05	31-12-05	-	Active	NO
15	U32201TN1994PLC029608	Aircel Limited	Director	21-03-06	21-03-06	21-03-11	Active	NO
16	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	21-03-06	21-03-06	21-03-11	Active	NO
17	U74999TN1992PLC039395	Aircel Cellular Limited	Director	21-03-06	21-03-06	28-10-10	Active	NO
18	U72901DL2006PTC148334	Optimum Infradevelopers Private Limited	Director	29-04-06	29-04-06	27-08-07	Active	NO
19	U64202DL2006PTC144852	Deccan Digital Networks Private Limited	Additional director	12-09-06	12-09-06	20-03-11	Active	NO
20	U92142MH2007PLC167974	Genx Entertainment Limited	Director	20-02-07	20-02-07	20-09-07	Active	NO
21	U45201DL2005PTC133299	Casablanca Real Estate Developers Private Limited	Additional director	24-12-07	24-12-07	29-03-08	Active	NO
22	U72300DL2007PTC171457	Flexi Infosoftech Solutions Private Limited	Director	30-09-08	01-05-08	-	Active	NO
23	U93090AP2006PTC051349	Max Flexi Services Private Limited	Director	30-09-08	01-05-08	-	Active	NO
24	U65993DL2000PTC104193	Astro All-India Investments Private Limited	Director	30-07-08	23-06-08	-	Active	NO
25	U72900MH2008PTC182928	Mogae Digital Private Limited	Director	16-08-08	01-08-08	22-03-10	Active	NO
26	U72300DL2008PTC178814	Diginatives Content Solutions Private Limited	Director	22-08-08	22-08-08	-	Active	NO
27	U92132TN2005PTC055398	Sun Direct Tv Private Limited	Director	24-09-09	15-11-08	-	Active	NO
28	U92131TN2005PLC057987	South Asia Fm Limited	Director	24-09-09	22-06-09	-	Active	NO
29	U72900MH2006PTC163087	Tangerine Digital Entertainment Private Limited	Director	30-09-10	03-09-10	-	Active	NO
30	U72200DL2005PTC140917	Getit Infoservices Private Limited	Director	04-10-10	04-10-10	-	Active	NO
31	U72300DL1998PTC093464	Connect Market Data Private Limited	Director	04-10-10	04-10-10	-	Active	NO
32	U74900DL2010PTC203968	Ndtv Lifestyle Holdings Private Limited	Director	03-08-11	01-12-10	-	Active	NO
33	U92120DL2006PLC156534	Ndtv Lifestyle Limited	Director	03-08-11	01-12-10	-	Active	NO

Name :

Ms. Medha Vinay Joshi

Designation :

Director

Address :

162, Jolly Maker Apartment – II, Cuffe Parade, Colaba, Mumbai – 400005, Maharashtra, India

Date of Birth/Age :

24.06.1956

Date of Appointment :

21.04.2008

DIN No.:

00328174

KEY EXECUTIVES

Name :	Mr. Nischchint Khanna
Designation :	Manager
Address :	A-76, Ashok Vihar, Delhi – 110052, India
Date of Birth/Age :	30.01.1965
Date of Appointment :	19.03.2009
Pan No. :	AAUPK7488C
Name :	Mr. Radhakrishnan Vijayakrishnan
Designation :	Secretary
Address :	66-C, Padmavathy Nagar, Virugambakkam, Chennai – 600092, Tamilnadu, India
Date of Birth/Age :	19.06.1976
Date of Appointment :	14.03.2007
Pan No. :	AEOPV0833N

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.09.2011

Names of Shareholders	No. of Shares
Global Communication Services Holdings Limited, Mauritius	158108103
Deccan Digital Networks Private Limited, India	85135135
Global Communication Services Holdings Limited / JT Maxis SMS Games SDN BHD, Mauritius	1
Global Communication Services Holdings Limited / JT Maxis Data Services SDN BHD, Mauritius	1
Global Communication Services Holdings Limited / JT Maxis Events SDN BHD, Mauritius	1
Global Communication Services Holdings Limited / JT Hotlink Telecommunications SDN BHD, Mauritius	1
Global Communication Services Holdings Limited / JT Maxis One Club SDN BHD, Mauritius	1
TOTAL	243243243

Names of Shareholders	No. of Shares
Global Communication Services Holdings Limited, Port Louis	2346375000
TOTAL	2346375000

Equity Share Break up (Percentage of Total Equity)

As on 19.09.2011

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	65.00
Bodies corporate	35.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Cellular Mobile Telephone Services.
Products :	Cellular Mobile Telecom

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• IDBI Bank Limited, IDBI Tower, World Trade Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India
• Indusind Bank Limited, Dr. Gopal Das Bhawan, 28, Barakhamba Road, New Delhi – 110001, India

Facilities :

Secured Loan	As on 31.12.2010 (Rs. in Millions)	As on 31.12.2009 (Rs. in Millions)
Loans and Advances from Banks	65500.000	86400.000
Other Loans and Advances from Financial Institutions	1666.650	1000.000
Interest accrued and due on loans	0.000	50.733
Total	67166.650	87450.733
Unsecured Loan	As on 31.12.2010 (Rs. in Millions)	As on 31.12.2009 (Rs. in Millions)
From Banks	59900.000	2746.000
From Others - Financial Institutions - 1,500,000,000	0.000	1500.000
Commercial Paper *	45400.000	0.000
Interest accrued and due on loans	0.000	8.566
Total	105300.000	4254.566
Notes: Maximum amount raised during the year Rs. 45,400,000,000 (previous year Rs. Nil)

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	32, Khader Nawaz Khan Road, Nungambakkam, Chennai – 600 006, Tamilnadu, India.
PAN.:	AAEFP5579P
Ultimate Holding Company :	Maxis Communications, Berhad
Intermediate Holding Company :	Global Communication Services Holdings Limited
Subsidiary Companies :	Dishnet Wireless Limited Cin No. : U74999TN1998PLC040075 Aircel Cellular Limited Cin No. : U74999TN1992PLC039395
Entity exercising significance influence :	Saudi Telecom Company Apollo Hospitals Enterprises Limited
Fellow Subsidiaries :	Maxis Sdn. Bhd Maxis Mobile Services Sdn Bhd STC Malaysia Holding Limited

CAPITAL STRUCTURE

After 19.09.2011

Authorised Capital of Rs.200000.000 Millions

Issued, Subscribed and Paid Up Capital of Rs.80796.515 Millions

As on 19.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000000	Equity Shares	Rs. 10 each	Rs.50000.000 millions
15000000000	Preference Shares	Rs. 10 each	Rs.150000.000 millions
	TOTAL		Rs.200000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
243243243	Equity Shares	Rs. 10 each	Rs.2432.432 Millions
2346375000	Preference Shares	Rs. 10 each	Rs.23463.750 Millions
	TOTAL		Rs.25896.182 Millions

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000000	Equity Shares	Rs. 10 each	Rs.50000.000 millions
15000000000	Preference Shares	Rs. 10 each	Rs.150000.000 millions
	TOTAL		Rs.200000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
243243243*	Equity Shares	Rs. 10 each	Rs.2432.432 Millions
2483490600#	Preference Shares	Rs. 10 each	Rs.24834.906 Millions
	TOTAL		Rs.27267.338 Millions

Notes:

*158,108,108 equity shares (Previous Year 158,108,108) Rs. 10 each constituting 65% of the total share capital is held by Global Communication Services Holding Limited, Mauritius, the holding company

#2,483,490,600 5 years Redeemable Cumulative Non-Convertible Preference Shares (Previous Year 2,346,375,000) Rs.10 each, issued to the holding company Global Communication Services Holding Limited, Mauritius, on preferential basis

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010	31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		27267.338	25896.182	2432.432
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		11875.393	11875.393	19540.643
4] (Accumulated Losses)		(12258.688)	(6369.974)	0.000
NETWORTH		26884.043	31401.601	21973.075
LOAN FUNDS
1] Secured Loans		67166.650	87450.733	31879.346
2] Unsecured Loans		105300.000	4254.566	0.000
TOTAL BORROWING		172466.650	91705.299	31879.346
DEFERRED TAX LIABILITIES		0.000	0.000	252.737
TOTAL		199350.693	123106.900	54105.158
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		61286.806	50505.270	21383.443
Capital work-in-progress		92988.586	9441.081	13395.388
INVESTMENT		17838.130	4838.130	4838.130
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	61.477	49.979	30.687
	Sundry Debtors	1501.698	397.155	332.760
	Cash & Bank Balances	656.115	15082.823	1525.629
	Other Current Assets	3.751	22.843	38.201
	Loans & Advances	71262.378	72702.170	24781.822
Total Current Assets		73485.419	88254.970	26709.099
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	30904.373	26497.409	9890.290
	Other Current Liabilities	14996.414	2388.817	2029.721
	Provisions	347.461	1046.325	300.891
Total Current Liabilities		46248.248	29932.551	12220.902
Net Current Assets		27237.171	58322.419	14488.197
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		199350.692	123106.900	54105.158

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010	31.12.2009	31.12.2008
	SALES
		Service Revenue	24456.162	16824.722	12828.616
		Sale of Goods	0.000	11.604	0.000
		Other Income	10855.676	435.248	43.260
		TOTAL (A)	35311.838	17271.574	12871.876
Less	EXPENSES
		Cost of Sim Cards	210.939	191.222	80.810
		Cost of Goods Sold	0.000	11.180	0.000
		Access Charges	5179.089	3227.556	2316.298
		Network Operating	11053.120	6028.804	965.342
		License Fees and Spectrum Charges	2710.523	2039.399	1571.387
		Personnel	2744.915	2145.488	777.043
		Selling, Distribution and Marketing	6305.607	4264.423	1643.993
		General and Administrative	5110.988	2085.240	575.598
		Prior Period Expenses	15.804	142.910	0.000
		TOTAL (B)	33330.985	20136.222	7930.471
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1980.853	(2864.648)	4941.405
Less	FINANCIAL EXPENSES (D)		10678.376	7201.389	1940.720
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(8697.523)	(10066.037)	3000.685
Less/ Add	DEPRECIATION/ AMORTISATION (F)		6990.671	4296.616	1503.102
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		(15688.194)	(14362.653)	1497.583
Less	TAX (I)		0.000	(327.428)	369.992
	PROFIT/(LOSS) AFTER TAX (G-I) (J)		(15688.194)	(14035.225)	1127.591
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(6369.975)	7665.250	6537.659
	BALANCE CARRIED TO THE B/S		(22058.169)	(6369.975)	7665.250
	EARNINGS IN FOREIGN CURRENCY
		Roaming Revenue	56.588	34.039	30.277
	TOTAL EARNINGS		56.588	34.039	30.277
	IMPORTS
		Capital Goods	7771.266	9019.907	19.710
	TOTAL IMPORTS		7771.266	9019.907	19.710
	Earnings/loss Per Share (Rs.)		(64.51)	(57.70)	4.64

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	(44.43)	(81.26)	8.76
Net Profit Margin (PBT/Sales)	(%)	(64.14)	(85.37)	11.67
Return on Total Assets (PBT/Total Assets}	(%)	(11.64)	(10.35)	3.11
Return on Investment (ROI) (PBT/Networth)		(0.58)	(0.46)	0.07
Debt Equity Ratio (Total Liability/Networth)		8.14	3.87	2.01
Current Ratio (Current Asset/Current Liability)		1.59	2.95	1.19

LOCAL AGENCY FURTHER INFORMATION

NOTE:

The Registered office of the company has been shifted from Sterling Tower, 327, Anna Salai, Teynampet, Chennai – 600006, Tamilnadu, India, to the present address w.e.f 12.07.2006.

FINANCIAL RESULTS

The Company achieved total income of Rs.25,336 million recording a growth of 47% over last year. The loss before taxes for the year was Rs.15,688 million representing a increase of 9% over the previous year.

During the year ended December 31, 2010, the Company has incurred significant cash losses and as at the year-end the net worth of the Company has been partially eroded. The ultimate holding Company (Maxis Communications, Berhad) has provided a letter of support to the Company confirming its intention to provide financial support as may be necessary to enable the Company to meet its liabilities and commitments as they fall due and to enable the Company to carry on business without curtailment of operations. Subsequent to the year end, Aircel Group (consisting of Aircel Limited (“AL”), Aircel Cellular Limited (“ACL”) and Dishnet Wireless Limited (“DWL”)) has completed the financial closure with lenders.

The Board of Directors of Aircel Limited have considered all the above factors and based on business plans for 2011 and the letter of support from the ultimate holding Company taken on record in its meeting held in June 21, 2011, believe that it is appropriate to prepare the accounts for the year on going concern basis.

OPERATION HIGHLIGHTS

LAUNCH OF NEW CIRCLES

The Company successfully launched its 2G operations in the service areas of Gujarat and Rajasthan. With this the Company is now present in all eight service areas where it possesses cellular Mobile Telephony / Unified Access Service licenses.

The progress of the Company during the year in these new service areas as well as the existing service areas has been quite encouraging. The net subscriber base of the Company as at December 2010 across all operational service areas was 22.35 million as compared to 13.42 millions in the previous year. The share of the Company in the overall mobility base was 6.12%

3G AND BROADBAND WIRELESS ACCESS (“BWA”) SPECTRUM AUCTION

(I) Subject had participated in the 3G spectrum auction as group bidding entity (for the service areas of Subject and its subsidiaries ACL and DWL) which was concluded on May 19, 2010. The Subject Group has successfully acquired 3G spectrum in 13 service areas, for an amount aggregating to Rs.64,996 million in following service areas:

(ii) The Group had also participated in the BWA spectrum auction which was concluded on June 11, 2010, and had successfully acquired spectrum in 8 service areas, for an amount aggregating to Rs.34, 381 million

In line with the Notice Inviting Application for the bidding of 3G and Broadband Wireless Services (“BWA”) licenses, the Aircel Group (consisting of Subject, Aircel Cellular Limited (“ACL”) and Dishnet Wireless Limited (“DWL”)) had given an undertaking to the Department of Telecommunications to merge their Cellular Mobile Telephony (‘CMTS’) Licenses of Rest of Tamilnadu and Chennai.

Subject was a successful bidder for licenses to provide 3G and BWA for Tamilnadu Circle. The earmarking of licenses and allocation of spectrum by the Department of Telecommunication was done separately for Subject (Rest of Tamilnadu) and Aircel Cellular Limited (Chennai).

The management has initiated a scheme for amalgamation of the two Licenses (Rest of Tamilnadu and Chennai) and Companies (AL & ACL) in line with its undertaking submitted to the Department of Telecommunication at the bidding stage. However, as of date of this report the merger is pending (Also refer note on AL and ACL merger below).

SCHEME OF ARRANGEMENT

During the year, the Board had approved a Scheme of Arrangement under Sections 391 – 394 of the Companies Act, 1956 between the Company, its subsidiaries namely Aircel Cellular Limited and Dishnet Wireless Limited, collectively referred to as “Aircel Companies” and individually as “Aircel Company”, Chennai Network Infrastructure Limited (CNIL) (“Transferee Company”), their respective shareholders and creditors.

The Scheme of Arrangement was filed with the Honble High Court of Judicature at Madras to undertake a restructuring exercise and was approved by the Honble High Court vide its order dated June 16, 2010. The Scheme of Arrangement has been effective from July 19, 2010, the date on which the aforesaid order was filed with the Registrar of Companies (‘herein referred as ‘the Scheme’). The restructuring inter-alia comprises the

Following

a) Revaluation of Specified fixed assets of Subject, Aircel Cellular Limited and Dishnet Wireless Limited as at the start of the business on January 1, 2010, and

b) Transfer and vesting of the Passive Infrastructure undertakings of Subject, Aircel Cellular Limited and Dishnet Wireless Limited by way of Slump Sale for a lump sum consideration to Chennai Network Infrastructure Limited (CNIL) on the effective date (July 19,2010) of the aforesaid scheme.

The Aircel Companies has also agreed with CNIL for use of the Passive Infrastructure comprising the Passive Infrastructure undertakings for a service fee payable to CNIL and its associate enterprises.

MERGER OF AIRCEL CELLULAR LIMITED WITH AIRCEL LIMITED

The Board of Directors of Subject and its subsidiary Company, Aircel Cellular Limited (ACL) in their respective meetings held on June 30, 2010 have approved a Scheme of Amalgamation of ACL with AL under Sections 391 – 394 of the Companies Act, 1956 (“the Scheme”). As per the Scheme the appointed date of the amalgamation is August 1, 2010. Further the Scheme provides that the Scheme is and shall be conditional upon and subject to the following and would become effective upon occurrence of the last of the following, viz.

a) the Scheme being sanctioned by the Honorable High Court of Judicature at Madras (“the High Court”) under sections 391-394 of the Act and certified copies of the orders of the Court sanctioning this Scheme being filed with Registrar of Companies, Tamilnadu, Chennai, by each of the Transferor Company and Transferee Company

b) The receipts of requisite approvals, licenses, registrations and consent from DOT; and

c) The receipts of requisite approvals, licenses, registrations and consent from the Reserve Bank of India

The Scheme was approved by the High Court vide its order dated October 1, 2010. The said Court Order was filed with the Registrar of Companies (ROC) on October 29, 2010 and the ROC wrongly effectuated the Scheme in its records while the DOT approval was still pending.

In view of the above, subsequent to the year-end the Company filed a petition to the High Court to issue directions to DOT to expedite the merger of licenses and also issue directions to ROC, to reinstate the name ACL in its records. The High Court vide their order dated June 20, 2011 has issued directions to ROC, setting aside the amalgamation in ROC records and the status quo ante restored thereby ACL and AL would continue to exist and operate as distinct corporate entities till such time as the Scheme becomes effective upon receipt of the last of the approvals.

The DOT approval is currently still pending as on the date of this Directors’ report.

FUTURE OUTLOOK

With the launch of its services in the two remaining telecom circles of Rajasthan and Gujarat the Company has completed the pan-India footprint, along with its subsidiaries. The Company will continue to further cement its positioning by more innovative new product launches and brand tie-ups which will be consumer-centric and strengthen both emotional and rational connect with the brand.

The Company will deploy its CSR initiatives like “Save Our Tigers” to strengthen its commitment as a responsible corporate citizen while engaging emotionally with its consumers.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act 1956, the Audited Balance Sheet, Profit and Loss Account together with the notes thereon, the Report of the Auditors and the Board of Directors for the year ended 31st December 2010 and Statement of Holding Company’s interest as required under Section 212(1)(e) of the Companies Act, 1956 in respect of the Companies wholly-owned subsidiary Companies viz., Aircel Cellular Limited and Dishnet Wireless Limited are attached to the Balance Sheet of the Company.

CONTINGENT LIABILITIES

Guarantees

Rs in Millions

Particulars	31.12.2010	31.12.2009
Guarantees issued by banks on behalf of the Company	15539.685	4385.656
Corporate Guarantees issued to banks on behalf of subsidiaries	2175.000	2175.000
TOTAL	17714.685	6560.656

Claims against the Company not acknowledged as debt

Rs in Millions

Particulars	31.12.2010	31.12.2009
Taxes, duties and other demands (under adjudication/appeal/dispute)
- Sales Tax	2060.222	2060.072
- Service Tax	763.850	801.314
- Income Tax	1232.617	47.866
- Custom Duty	579.022	582.522
- Fringe Benefit	2.291	2.292
- Entry Tax	3.340	0.000
- DoT demands	68.500	0.000
- BSNL	84.847	0.000
Total	4794.689	3494.066
Claims under legal cases including arbitration
- Consumer Cases	2.554	3.941
- Tower Dismantling and Municipal Fees	228.199	21.596
- Others	6.184	10.660
Total	236.937	36.197

Unless otherwise stated below, the management is of the opinion, based on legal advice, the outcome of the above contingencies will be favorable and that a loss is not probable accordingly no provision has been made in the books.

FORM 8

Corporate identity number of the company	U32201TN1994PLC029608
Name of the company	AIRCEL LIMITED
Address of the registered office or of the principal place of business in India of the company	Spencer Plaza, 769, Anna Salai, Chennai 600 0002, Tamilnadu, India Email : vijay.krishnan@aircel.co.in
This form is for	Creation of charge
Type of charge	Book Debts Movable Property (not being pledge) Floating charge Others
Particular of charge holder	IDBI Bank Limited, IDBI Tower, World Trade Complex, Cuffe Parade, Mumbai – 400005, Maharasahtra, India
Nature of instrument creating charge	Deed of Hypothecation dated 29th November 2011 executed by the Company in favour of IDBI Bank Limited to secure the short term loan of Rs.1000.000 Millions
Date of instrument Creating the charge	29.11.2011
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: IDBI Bank Base Rate (BBR) + 300 bps, per annum Terms of Repayment: The loan shall be repaid within a maximum period of one year from the date of disbursement. Margin: Nil Extent and Operation of charge: The charge operates as security for the due repayment of the Rs.1000.000 millions Short-Term Loan availed from IDBI bank Limited, together with interest and other obligations of the Company. The security created under the Deed of Hypothecation shall be a continuing security. The charge shall be a first charge. Others: The aggregate amount to be borrowed under the facility by the Company along with the co-borrower, Dishnet Wireless Limited shall not exceed Rs.1000.000 Millions
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Whole of the movable properties of the Company including its movable plant and machinery, machinery spares, tools and accessories, all other equipment, appliances, furniture, present and future. Machinery spares and stores, tools and accessories, transmission towers, optic fiber backbone, all office equipment and furniture, vehicles, telephone and other communication equipments, present and future Network equipments, mobile switching centers, telecommunication equipment, mobile transmission towers, transmission equipment, optical fibre backbone, present and future. Computer hardware, computer software, microwave radios, electronic spares, machinery spares and tools, accessories, SIM cards and other movable assets, present & future. Other movable assets of whatsoever nature, whether installed or not, present & future. Book debts, bills whether documentary or clean, outstanding monies receivables, present and future, all documents of titles including bills of lading, shipping documents, insurance contracts / policies of insurance and other instruments and documents relating to such movables and other movables, both present and future Claims including claims by way of refund of customs / excise duties under Duty Drawback Credit Scheme, etc. or any other Scheme, bills, invoices, contracts, guarantees, securities, etc. The hypothecated assets exclude Telecom Licenses, Lien marked deposits and other intangible assets. The charge shall be first charge. All the assets charged are located across all locations of the Company.

FIXED ASSETS

• Freehold Land
• Building
• Plant and Machinery
• Office and other equipment
• Furniture and Fixtures
• Vehicles
• Software

WEBSITE DETAILS:

PROFILE:

The Aircel group is a joint venture between Maxis Communications Berhad of Malaysia and Apollo Hospital Enterprise Limited of India, with Maxis Communications holding a majority stake of 74%.

Company commenced operations in 1999 and became the leading mobile operator in Tamil Nadu within 18 months. In December 2003, it launched commercially in Chennai and quickly established itself as a market leader – a position it has held since.

Company began its outward expansion in 2005 and met with unprecedented success in the Eastern frontier circles. It emerged a market leader in Assam and in the North Eastern provinces within 18 months of operations. Till today, the company gained a foothold in 18 circles including Chennai, Tamil Nadu, Assam, North East, Orissa, Bihar, Jammu and Kashmir, Himachal Pradesh, West Bengal, Kolkata, Kerala, Andhra Pradesh, Karnataka, Delhi, UP(West), UP(East), Maharashtra and Goa and Mumbai.

The Company has currently gained a momentum in the space of telecom in India post the allocation of additional spectrum by the Department of Telecom, Govt. of India for 13 new circles across India. These include Delhi (Metro), Mumbai (Metro), Andhra Pradesh, Gujarat, Haryana, Karnataka, Kerala, Madhya Pradesh, Maharashtra and Goa, Rajasthan, Punjab, UP (West) and UP (East).

Company has won many awards and recognitions. Voice and Data gave company the highest rating for overall customer satisfaction and network quality in 2006. Company emerged as the top mid-size utility company in Business world’s ‘List of Best Mid-Size Companies’ in 2007. Additionally, Tele.net recognised Company as the best regional operator in 2008.

With over 20 million happy customers in the country, company the fast growing telecom company in India has revved up plans to become a full-fledged national operator by end of 2009.

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.51.83
UK Pound	1	Rs.79.42
Euro	1	Rs.65.90

SCORE & RATING EXPLANATIONS

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