MIRA INFORM REPORT

Report Date :

11.06.2012

IDENTIFICATION DETAILS

Name :	DISHNET WIRELESS LIMITED (w.e.f June, 2004)
Formerly Known As :	DISHNET DSL LIMITED
Registered Office :	5^th Floor, Spencer Plaza, 769 Anna Salai, Chennai – 600002, Tamil Nadu
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	10.03.1998
Com. Reg. No.:	18-040075
Capital Investment / Paid-up Capital :	Rs. 10342.652 Millions
CIN No.: [Company Identification No.]	U74999TN1998PLC040075
TAN No.: [Tax Deduction & Collection Account No.]	CHED02195E
PAN No.: [Permanent Account No.]	AAACD5767E
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Subject is in the business of providing telecommunication services in India.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (28)

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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears a huge accumulated loss recorded by the company. Profitability of the company is under pressure. 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 :	5^th Floor, Spencer Plaza, 769 Anna Salai, Chennai – 600002, Tamilnadu, India
Tel. No.:	91-44-28490849/24313065
Fax No.:	91-44-28496769/24313036
E-Mail :	kumar.bhojane@aircel.co.in kunjabihari.pradhan@aircel.co.in
Website :	http://www.aircel.com http://www.dwl.co.in
Corporate Office:	2^nd & 5^th Floor, DLF Cyber City Building No. 10-A, Gurgoan – 122002, Haryana, India
Tel. No.:	91-124-4765000/4765100
Fax No.:	91-124-4290524/4290534
Head Office :	No.301(old No.193) Poonamallee High Road, Kilpauk, Chennai – 600010, Tamilnadu, India
Tel. No.:	91-44-25324141
Fax No.:	91-44-25323131
Branches :	Madurai Aircel Limited, Aparna Towers, 3^rd Floor, 2/3, By Pass Road, Madurai – 625010 Salem Aircel Limited, Blossom Plaza, 2^nd Floor, Four Roads, Salem – 636007 Coimbatore Aircel Limited, Arthanari Towers, 3^rd Floor, No.114, Race Course Road, Coimbatore – 641018 Puducherry Aircel Towers, No.284, Kamaraj Salai, Puducherry – 605008 Trichy Aircel Limited, Lakshmi Complex, 2ne Floor, 73B/1, Salai Road, Thillai Nagar, Trichy - 620018

DIRECTORS

As on 19.09.2011

Name :	Mr. Chan Chee Beng
Designation :	Director
Address :	3, Jalan TR6/1, Tropicana Golf and Country Club, 47410, Petaling Jaya, Selangor Darul Ehsan, Malaysia 47410
Date of Birth/Age :	23.08.1955
Date of Appointment :	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	6/1/2006	6/1/2006	-	Active	NO
2	U74999TN1992PLC039395	Aircel Cellular Limited	Director	6/1/2006	6/1/2006	-	Active	NO
3	U32201TN1994PLC029608	Aircel Limited	Director	6/1/2006	6/1/2006	-	Active	NO
4	U72900DL2006PTC146401	South Asia Communications Private Limited	Director	25/03/2006	25/03/2006	-	Active	NO

Name :	Ms. Pottipatti Suneetha Reddy
Designation :	Director
Address :	5, Subba Rao Avenue, Chennai – 600006, 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	12/4/1985	12/4/1985	4/9/2009	Active	NO
2	L65993GJ1995PLC064810	Aditya Birla Money Limited	Director	4/7/1995	4/7/1995	6/3/2009	Active	NO
3	U65191TN1996PTC036440	Apollo Infrastructure Projects Finance Company Private Limited	Director	30/08/1996	30/08/1996	-	Active	NO
4	L72300TN1998PLC041360	Apollo Sindoori Hotels Limited	Director	17/08/2007	13/11/1998	-	Active	NO
5	L85110TN1979PLC008035	Apollo Hospitals Enterprise Limited	Whole-time director	1/6/2011	1/5/2000	-	Active	NO
6	U65910TN1991PTC020604	Kalpatharu Infrastructure Development Company Private Limited	Director	30/10/2000	30/10/2000	-	Active	NO
7	U27104TN1981PTC008951	Sindoori Software Solutions Private Limited	Director	18/04/2001	18/04/2001	-	Under Process of Striking off	NO
8	U85320TN1974PLC006623	A.B.Medical Centres Limited	Director	19/07/2001	19/07/2001	25/05/2007	Active	NO
9	U33112WB1988PLC045223	Apollo Gleneagles Hospital Limited	Nominee director	26/08/2002	26/08/2002	-	Active	NO
10	U31402TN2002PTC049731	Sindya Aqua Minerale Private Limited	Director	16/10/2002	16/10/2002	4/9/2009	Active	NO
11	U17111TN1991PLC021205	Vasumati Spinning Mills Ltd.	Director	5/12/2002	5/12/2002	-	Active	NO
12	U51501GJ2003PLC065196	Aditya Birla Commodities Broking Limited	Director	10/10/2003	10/10/2003	6/3/2009	Active	NO
13	U45203TN2002PTC048844	Sindya Infrastructure Development Company Private Limited	Director	1/1/2004	1/1/2004	-	Active	NO
14	U72200TN2004PTC052711	Fsm Labs Services Private Limited	Director	10/3/2004	10/3/2004	-	Strike off	NO
15	U72200TN2004PTC053718	Sindya Builders Private Limited	Director	14/07/2004	14/07/2004	-	Active	NO
16	U85110TN1997PLC037382	Apollo Mumbai Hospital Limited	Director	30/09/2004	30/09/2004	6/11/2006	Active	NO
17	U45201TN1981PTC008782	Kalpatharu Enterprises Private Limited	Director	5/5/2005	5/5/2005	-	Active	NO
18	L24232DL1988PLC030958	Indraprastha Medical Corporation Limited	Director	31/08/2005	31/08/2005	-	Active	NO
19	U65993TN1996PLC036644	Pcr Investments Limited	Director	20/09/2005	20/09/2005	-	Active	NO
20	U85110AP2003PLC040647	Samudra Health Care Enterprises Limited	Director	29/11/2005	29/11/2005	25/05/2007	Active	NO
21	U85110KA1991PLC011781	Imperial Hospital And Research Centre Limited	Nominee director	18/01/2006	18/01/2006	-	Active	NO
22	U67120TN2006PTC058605	Sindya Securities & Investments Private Limited	Director	19/01/2006	19/01/2006	24/01/2011	Active	NO
23	U74999TN1992PLC039395	Aircel Cellular Limited	Director	21/03/2006	21/03/2006	-	Active	NO
24	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	21/03/2006	21/03/2006	-	Active	NO
25	U32201TN1994PLC029608	Aircel Limited	Director	21/03/2006	21/03/2006	-	Active	NO
26	U64202DL2006PTC144852	Deccan Digital Networks Private Limited	Director	25/03/2006	25/03/2006	-	Active	NO
27	U85110TN1997PLC039016	Apollo Hospitals International Limited	Alternate director	31/07/2006	31/07/2006	-	Active	NO
28	U85110TN2006PLC061114	Indian Hospitals Corporation Limited	Director	20/03/2010	14/09/2006	26/03/2010	Active	NO
29	U85110TN2006PTC061323	Western Hospitals Corporation Private Limited	Director	16/10/2006	16/10/2006	-	Active	NO
30	U66030AP2006PLC051760	Apollo Munich Health Insurance Company Limited	Director	28/12/2007	12/12/2006	-	Active	NO
31	U40109TN2007PTC062868	Sindya Power Generating Company Private Limited	Director	29/03/2007	29/03/2007	-	Active	NO
32	U85100TN2007PTC064527	Faber Sindoori Management Services Private Limited	Director	27/08/2007	27/08/2007	-	Active	NO
33	U40104TN2007PTC064188	Tharani Energy India Private Limited	Director	7/3/2008	7/3/2008	-	Active	NO
34	U73100AP2009FTC064239	Quintiles Phase One Clinical Trials India Private Limited	Director	3/7/2009	3/7/2009	-	Active	NO
35	U85100AP2007PTC054589	Health Superhiway Private Limited	Nominee director	1/9/2009	1/9/2009	-	Active	NO
36	U85110TN2007PTC064258	Apollo Cosmetic Surgical Center Private Limited	Director	30/09/2010	30/09/2010	-	Active	NO
37	U40102TN2010PTC078096	Garuda Energy Private Limited	Director	16/11/2010	16/11/2010	-	Active	NO
38	U45205TN2011PTC079111	Sirkazhi Port Private Limited	Director	8/2/2011	8/2/2011	-	Active	NO
39	U67190TN2011PTC079267	Sindya Holdings Private Limited	Director	18/02/2011	18/02/2011	-	Active Bottom of Form

Name :	Mr. Sandip Das
Designation :	Director
Address :	No. 6, Lorong Titiwangsa 4, Off Jalan Kuantan, Kuala Lumpur, Malaysia - 53000
Date of Birth/Age :	11.01.1958
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	13/06/2007	1/3/2007	-	Active	NO
2	U74999TN1998PLC040075	Dishnet Wireless Limited	Director	13/06/2007	1/3/2007	-	Active	NO
3	U74999TN1992PLC039395	Aircel Cellular Limited	Director	13/06/2007	1/3/2007	-	Active	NO
4	U64202DL2006PTC144852	Deccan Digital Networks Private Limited	Director	17/08/2007	17/08/2007	-	Active	NO
5	U72900DL2006PTC146401	South Asia Communications Private Limited	Director	17/08/2007	17/08/2007	-	Active	NO

Name :	Mr. Fahad Hussain S Mushayt
Designation :	Director
Address :	No.10, King Abdullah Road, Alworood, P.O. Box 365392, Riyadh, Saudi Arabia - 11393
Date of Birth/Age :	24.09.1968
Date of Appointment :	02.02.2011

Name :	Mr. Laxman Prasad Agarwal
Designation :	Director
Address :	Flat No. 601, Block 29, East End Apartments, CGHS, Mayur Vihar, Phase I, Extension, New Delhi – 110092, India
Date of Birth/Age :	05.11.1949
Date of Appointment :	06.01.2006
DIN No.:	01104569

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	Nominee director	06-01-06	06-01-06	-	Active	NO
2	U74999MH2005PLC155683	Sme Rating Agency Of India Limited	Director	30-09-08	29-09-08	29-09-11	Active	NO
3	U65993DL2002PLC115769	Assets Care & Reconstruction Enterprise Limited	Director	11-11-08	11-11-08	13-01-10	Active	NO
4	U75131GJ2001PLC040281	National Multi-Commodity Exchange Of India Limited	Additional director	13-08-09	13-08-09	19-03-10	Active	NO
5	U65191DL2009GOI187146	Pnb Investment Services Limited	Managing director	31-07-10	23-11-09	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Sivaramkrishnan Ramalingam Chitoor
Designation :	Manager
Address :	Flat No. 3F, Ceebros Orchid, 33/263, Velachery Main Road, Velachery, Chennai – 600042, Tamil Nadu, India
Date of Birth/Age :	01.01.1965
Date of Appointment :	19.03.2009
Pan No.:	AIVPS9498M
Name :	Mr. Krishnakumar R Bhojane
Designation :	Secretary
Address :	35-B1, Brindavan Society, Thane (West), Maharashtra, India
Date of Birth/Age :	03.12.1952
Date of Appointment :	05.01.2009
Pan no.:	AADPB5590P

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.09.2011

Names of Shareholders (Equity Share)	No. of Shares
Aircel Limited, India	29798124
Ritu Bhalla	1
Himanshu Narayanan	1
Manu Nair	1
Ciccu Mukhopadhaya	1
Shardul Suresh Shroff	1
Pallavi Shardul Shroff	1
TOTAL	29798130

Names of Shareholders (Preference Share)	No. of Shares
Global Communication Services Holdings Limited, Mauritius	1323463540
TOTAL	1323463540

As on 27.12.2011

Names of Allottee (Preference Share)	No. of Shares Allotted
Global Communication Holdings Limited , Mauritius	210392800
TOTAL	210392800

As on 09.02.2012

Names of Allottee (Preference Share)	No. of Shares Allotted
Global Communication Holdings Limited , Mauritius	24651250
TOTAL	24651250

Equity Share Break up (Percentage of Total Equity)

As on 19.09.2011

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is in the business of providing telecommunication services in India.
Product:	Cellular Mobile Telephone Services

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Axis Bank Limited, 4/10, OPG House, Asaf Ali Road, New Delhi – 110002, India
• SBICAP Trustee Company Limited, 202, Maker Tower, 'E', Cuffe Parade, Colaba, Mumbai - 400005, Maharashtra, India
• IDBI Bank Limited, IDBI Tower, World Trade Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India
• UCO Bank
• Punjab National Bank
• Syndicate Bank
• Dena Bank
• Indian Bank
• Indian Overseas Bank
• Central Bank of India
• J and K Bank
• United Bank of India
• State Bank of India
• Standard Chartered Bank
• Indusind Bank

Facilities :

Secured Loan	As on 31.12.2010 (Rs. in Millions)	As on 31.12.2009 (Rs. in Millions)
Term Loans from Banks	0.000	1969.105
Total	0.000	1969.105
Unsecured Loan	As on 31.12.2010 (Rs. in Millions)	As on 31.12.2009 (Rs. in Millions)
Other Loans
Form Holding Company	55544.940	62829.356
Form Fellow Subsidiary	16053.000	0.000
Interest accrued and due	1750.014	0.000
Total	73347.954	62829.356

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	Building 8, 7^th and 8^th Floor, Tower B, DLF Cyber City, Gurgaon – 122002, Haryana, India
PAN.:	AAEFP5579P
Ultimate Holding Company :	Maxis Communication Berhad, Malaysia
Intermediate Holding Company:	Global Communication Services Holding Limited
Holding Company :	Aircel Limited CIN No : U32201TN1994PLC029608
Entity under Common Control:	Aircel Cellular Limited Sri Lanka Telecom PLC Maxis Mobile Services Sdn Berhad
Entity Exercising Significance influence :	Saudi Telecom Company

CAPITAL STRUCTURE

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
75000000	Equity Shares	Rs.10/- each	Rs. 750.000 Millions
2000000000	Preferences Shares	Rs.10/- each	Rs. 20000.000 Millions
			Rs. 20750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
29798130	Equity Shares	Rs.10/- each	Rs. 297.981 Millions
1004467040	Preferences Shares (5 Years Redeemable Cumulative Non – Convertible Preference Shares issued to the Intermediate Holding Company, Global Communication Services Holdings Limited, on preferential basis)	Rs.10/- each	Rs. 10044.670 Millions
			Rs. 10342.652 Millions

As on 19.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
75000000	Equity Shares	Rs.10/- each	Rs. 750.000 Millions
2000000000	Preferences Shares	Rs.10/- each	Rs. 20000.000 Millions
			Rs. 20750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
29798130	Equity Shares	Rs.10/- each	Rs. 297.981 Millions
1323463540	Preferences Shares	Rs.10/- each	Rs. 13234.635 Millions
			Rs. 13532.617 Millions

After 19.09.2011

Authorised Capital : Rs. 20.750 Millions

Issued, Subscribed & Paid-up Capital : Rs. 16386.157 Millions

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		10342.652	297.981	297.981
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3082.131	3082.131	3082.131
4] (Accumulated Losses)		(13897.268)	(19268.972)	(6553.396)
NETWORTH		(472.485)	(15888.860)	(3173.284)
LOAN FUNDS
1] Secured Loans		0.000	1969.105	9456.771
2] Unsecured Loans		73347.954	62829.356	22277.306
TOTAL BORROWING		73347.954	64798.461	31734.077
DEFERRED TAX LIABILITIES		0.000	0.000	784.677
TOTAL		72875.469	48909.601	29345.547
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		75518.420	63302.783	30446.263
Capital work-in-progress		38710.054	9005.472	12200.725
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	99.173	127.771	90.368
	Sundry Debtors	1688.799	822.584	564.125
	Cash & Bank Balances	799.095	788.491	1339.288
	Other Current Assets	18.175	11.485	20.443
	Loans & Advances	12811.734	9098.244	4878.046
Total Current Assets		15416.976	10848.575	6892.270
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	31609.769	29868.357	17868.939
	Other Current Liabilities	24348.845	2543.281	1652.033
	Provisions	811.367	1835.591	672.816
Total Current Liabilities		56769.981	34247.229	20193.788
Net Current Assets		(41353.005)	(23398.654)	(13301.518)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		72875.469	48909.601	29345.547

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010	31.12.2009	31.12.2008
	SALES
		Services Income	29144.672	18034.134	9607.723
		Sales of Goods	0.000	5.802	0.000
		Other Income	5528.575	313.867	27.298
		TOTAL (A)	34673.247	18353.803	9635.021
Less	EXPENSES
		Cost of SIM Cards	302.866	270.256	86.602
		Cost of Goods Sold	0.000	5.344	0.000
		Access Charges	8415.114	4023.644	1617.776
		Network Operating	17138.492	11235.747	3674.460
		License Fees and Spectrum Charges	1873.397	1425.406	822.530
		Personnel	2276.881	1721.725	1142.368
		Selling, Distributions and Marketing	5573.116	4203.580	2101.490
		General and Administrative	3595.056	2257.936	879.040
		TOTAL (B)	39174.922	25143.638	10324.266
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(4501.675)	(6789.835)	(689.245)
Less	FINANCIAL EXPENSES (D)		2670.905	986.331	1063.514
	PROFIT/(LOSS BEFORE) TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(7172.580)	(7776.166)	(1752.759)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		8172.109	5440.584	2280.675
Less/ Add	Prior Period Expenses		6.278	267.237	0.000
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		(15350.967)	(13483.987)	(4033.434)
Less	TAX (H)		0.000	(768.412)	387.296
	PROFIT/(LOSS) AFTER TAX (G-H) (I)		(15350.967)	(12715.575)	(4420.730)
Add	PREVIOUS YEARS’ BALANCE/ LOSS BROUGHT FORWARD		(19268.971)	(6553.396)	(2132.666)
	BALANCE/ LOSS CARRIED TO THE B/S		(34619.938)	(19268.971)	(6553.396)
	EARNINGS IN FOREIGN CURRENCY
		Roaming Revenue	17.474	25.469	20.309
		ILD Revenue	3159.451	1184.926	106.452
	TOTAL EARNINGS		3176.925	1210.395	126.761
	IMPORTS
		Capital Goods	5380.725	10806.467	3206.194
	TOTAL IMPORTS		5380.725	10806.467	3206.194
	Earnings Per Share (Rs.)		(515.00)	(427.00)	(148.00)

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	(44.27)	(69.28)	(45.88)
Net Profit Margin (PBT/Sales)	(%)	(52.67)	(74.77)	(41.98)
Return on Total Assets (PBT/Total Assets}	(%)	(16.88)	(18.18)	(10.80)
Return on Investment (ROI) (PBT/Networth)		32.49	(0.85)	(1.27)
Debt Equity Ratio (Total Liability/Networth)		(275.39)	(6.23)	(16.36)
Current Ratio (Current Asset/Current Liability)		0.27	0.32	0.34

LOCAL AGENCY FURTHER INFORMATION

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	Yes
No. of Employees	No
Name of Person Contacted	No
Designation of Contact person	No
Turnover of Firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	------------
Estimation for coming financial year	No
Capital in the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payments Terms	No
Export/ Imports Details (If applicable)	No
Market Information	-------------
Litigations that the firm/ Promoters Involved in	------------
Banking details	Yes
Banking Facility Details	Yes
Conduct of the Banking Account	------------
Buyer visit details	-------------
Financials, if provided	Yes
Incorporation details is applicable	Yes
Last Accounts filed at ROC	Yes
Major Shareholders, if available	Yes

NOTES:

The registered address has been changed form Sterling Tower, 327, Anna Salai, Teynampet, Chennai – 600006, Tamil Nadu, India to present address w.e.f 12.07.2006

BACKGROUND OF THE COMPANY:

Subject is in the business of providing telecommunication services in India. Its holding company, Aircel Limited (“AL”) and a fellow subsidiary Aircel Cellular Limited (‘ACL”) also provide telecommunication services in India. Collectively, AL, ACL and DWL are referred to as “AL Group”.

Subject is in the process of rapidly expanding its business by rolling out telecom network in a large number of circles. The Company’s business is largely dependent on growing demand and competition among the telecom operators and this has a greater influence on the profits earned by it.

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 completely eroded. Based on the business plans of the Company due to the new operations launched in three circles, the company has an additional funding requirement in 2011. Further, to provide an appropriate long term funding structure, AL Group is in the process of arranging long term funding and expects to achieve financial closure in 2011.

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 met its liabilities and commitments as they fall due and to enable the Company to carry on business without curtailment of operations.

The Board of Directors of DWL has 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 on June 30, 2011, believes that it is appropriate to prepare the accounts for the year on going concern basis.

FINANCIAL RESULTS

The Company achieved Income of Rs. 30,154 million recording a growth of 64% over last year. The loss before taxes for the year was Rs. 15,351 million representing a increase of 14% 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 fully 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 the Company ("DWL"), Aircel Limited ("AL") and Aircel Cellular Limited ("ACL")) has completed the financial closure with lenders.

The Directors 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 on 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 Directors of the Company launched its operations in three new service areas, viz .Punjab, Haryana and Madhya Pradesh. With this the Company is present in all the fourteen service areas where it possesses Unified Access Service license.

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 24.070 Millions as compared to 14.680 Millions in the previous year. The share of the Company in the overall mobility base was 6.52%.

Enterprise Business

During the year, the Company's National Long Distance (NLD) and International Long Distance (ILD) business earned revenues of Rs. 5,797.000 Millions. as against Rs.2,516.000 Millions in the previous year.

The Company's internet business caters mainly to small and medium enterprises by providing Wi-Fi and Wi-Max based services. The Company earned revenues of Rs.410.000 Millions from this business during the year as against Rs.353.000 Millions in the previous year.

Form 8

Corporate identity number of the company	U74999TN1998PLC040075
Name of the company	DISHNET WIRELESS LIMITED
Address of the registered office or of the principal place of business in India of the company	5^th Floor, Spencer Plaza, 769 Anna Salai, Chennai – 600002, Tamilnadu, India Email : kumar.bhojane@aircel.co.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10250913
Type of charge	Book Debts Movable Property (not being pledge) Floating Charges Others
Particular of charge holder	Axis Bank Limited, 4/10, OPG House, Asaf Ali Road, New Delhi – 110002, India Email - priyanka.luthra@axisbank.com
Nature of instrument creating charge	Link Agreement dated 16th March 2012 executed amongst the Company, Bank and Aircel Limited (holding company and the borrower) for reduction in the facility amount from Rs. 5000.000 Millions to Rs. 3500.000 Millions
Date of instrument Creating the charge	16.03.2012
Amount secured by the charge	Rs. 3500.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest: Not Applicable as the charge is created to secure the loan facilities availed by Aircel Limited. Terms of Repayment : Not Applicable as the charge is created to secure the loan facilities availed by Aircel Limited. Margin: Not Applicable as the charge is created to secure the loan facilities availed by Aircel Limited. Extent and operation of charge: The charge operates as security for the due repayment of Letter of Credit & Bank Guarantee assistance of Rs. 3500.000 Millions extended by Axis Bank Limited. to Aircel Limited., the holding company and borrower. The limit for Letter of Credit is Rs. 3500.000 Millions with a Rs. 50.000 Millions sub limit for Bank Guarantee. The Company has undertaken to keep the hypothecated assets in marketable and good condition and to insure the same in the name of the Company and Axis Bank Limited. Security created shall be a continuing security.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	First pari-passu charge on all current assets and movable fixed assets, both present and future. All the assets charged are on first charge basis and are located across all locations of the Company.
Particulars of the present modification	The amount secured by the charge (facility availed by Aircel Limited from Axis Bank Limited) stands reduced from Rs. 5000.000 Millions to Rs. 3500.000 Millions. The limit for Letter of Credit is Rs. 3500.000 Millions with a Rs. 50.000 Millions sub limit for Bank Guarantee.

FIXED ASSETS:

Tangible Assets

• Freehold Land
• Building
• Leasehold Land and Building
• Leasehold Improvement
• Plant and Machinery
• Office Equipment
• Furniture and Fixtures
• Motor Vehicle
• Computer

Intangible Assets

• Bandwidth
• License Fees

CONTINGENT LIABILITY

Particulars	(Rs. in Millions) 31.12.2010	(Rs. in Millions) 31.12.2009
Guarantee issued by banks on behalf of the company	4101.577	3081.271
Corporate guarantee issued to banks on behalf of holding company	94900.000	88500.000

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. 55.36
UK Pound	1	Rs. 85.63
Euro	1	Rs. 69.21

INFORMATION DETAILS

Report Prepared by :

ACH

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	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		28

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.