MIRA INFORM REPORT

Report Date :

25.06.2012

IDENTIFICATION DETAILS

Name :	Essel Corporate Resources Private LIMITED
Registered Office :	135, Continental Building, Dr. A B Road, Worli, Mumbai – 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	06.08.2002
Com. Reg. No.:	136737
Capital Investment / Paid-up Capital :	Rs.0.100 Million
CIN No.: [Company Identification No.]	U74140MH2002PTC136737
TAN No.: [Tax Deduction & Collection Account No.]	MUME04209C
PAN No.: [Permanent Account No.]	AABCE0473D
Legal Form :	Private Limited Liability company
Line of Business :	They are engaged in Management Consultancy.
No. of Employees :	50 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (16)

RATING		STATUS	PROPOSED CREDIT LINE
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears accumulated loss for the year recorded by the company. However, trade are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on a safe and secured trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION PARTED BY

Name :	Mr. Sudam
Designation :	Finance Executive
Contact No.:	91-22-24965601
Date :	25.06.2012

LOCATIONS

Registered Office :	135, Continental Building, Dr. A B Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24965601
E-Mail :	Sudam.rojiwode@esselgroup.com
Location :	Owned

DIRECTORS

AS ON 30.09.2011

Name :	Mr. Chandrasekhar Rajagopalan
Designation :	Director
Address :	1-63, Shrilaxmi, Pestam Sagar Road No.2, Tilak Nagar, Chembur, Mumbai – 400069, Maharashtra, India
Date of Birth/Age :	23.11.1960
Date of Appointment :	06.08.2002
Name :	Mr. Sunil Ramkumar Singhal
Designation :	Director
Address :	Vasant Sagar Housing Society, Krishna Building, F-702, Thakur Village, Mumbai – 4000101, Maharashtra, India
Date of Birth/Age :	16.02.1971
Date of Appointment :	01.10.2008

KEY EXECUTIVES

Name :	Mr. Sudam
Designation :	Finance Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Prime Publishing Private Limited, Delhi	9900
Prime Publishing Private Limited Jointly with Mr. Mr. Sunil Ramkumar Singhal, Delhi	100
Total	10000

LIST OF ALLOTTEES AS ON 21.10.2011

Names of Shareholders	No. of Shares
Packaging Products Investments Limited, Mauritius	9610
Total	9610

AS ON 30.09.2011

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	They are engaged in Management Consultancy.
Terms :
Selling :	Cash, Credit
Purchasing :	Cash, Credit

GENERAL INFORMATION

Customers :

OEM’s

No. of Employees :

50 (Approximately)

Bankers :

· ICICI Bank, Worli Branch

· Bank of Baroda

· IDBI Bank

Facilities :

SECURED LOAN	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
(Secured by hypothecation of vehicles financed)
Kotak Mahindra Prime Limited, Car Loan	4.530	2.219
(Repayable within a year rs.1.493 Millions)
TOTAL	4.530	2.219
UNSECURED LOAN	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Churu Trading Company Private Limited	54.302	54.302
(Repayable on Demand Rs. NIL)	6.020	6.020
TOTAL	60.322	60.322

Financial Institution:

IDBI Trusteeship Services Limited, Asian Bldg, Ground Floor, 17, R. Kamani Marg, Ballard Estate,, MUMBAI - 400001, Maharashtra, India

Banking Relations :	--
Auditors :
Name :	B. S. Sharma and Company Chartered Accountant
Address :	303, Guruprabha Apartments, 507-508, Sunder Nagar, Senapati Bapat Road, Dadar (West), Mumbai – 400028, Maharashtra, India
Tel No.:	91-22-66623197
Fax No.:	91-22-24368252
Email:	bssharma@bssco.co.in
Subsidiaries :	· Jayneer Capital Private Limited U61190MH1986PTC039204 · Premier Finance And Trading Company Limited U65990MH1977PLC019636 · Essel Sports Private Limited U92412MH2007PTC171016 · Shirpur Gold Refinery Limited L51900MH1984PLC034501 · Dhaka Warriors Sports Private Limited U92410MH2009PTC189362 · Royal Bengal Sports Private Limited U92412MH2008PTC183874 · Essel Infraprojects Limited U74999MH1987PLC044006 · Pan India Infrastructures Private Limited U45200MH2000PTC128252 · Essel Rpw Projects Private Limited U23200MH1994PTC077010 · ICL Heroes Sports Private Limited U92412MH2008PTC183999 · Essel Airport Infrastructure Private Limited U45203MH2005PTC153937 · Essel Sports Infrastructure Limited U45206MH2010PLC201556

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Million

Share Application Money :

No. of Shares	Type	Value	Amount
	Advanced Share Application Money		Rs.113.706 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		0.100	0.100	0.100
2] Share Application Money		113.706	517.379	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(18.248)	(2.765)	(2.613)
NETWORTH		95.558	514.714	(2.513)
LOAN FUNDS
1] Secured Loans		4.530	2.219	8.795
2] Unsecured Loans		0.000	25.850	25.850
TOTAL BORROWING		4.530	28.069	34.645
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		100.088	542.783	32.132
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		8.934	7.080	16.524
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		60.322	60.322	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	28.968	47.084	78.643
	Cash & Bank Balances	29.134	91.545	2.049
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	37.563	527.638	54.692
Total Current Assets		95.665	666.267	135.384
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	62.630	183.516	114.656
	Other Current Liabilities	0.000	0.000	0.000
	Provisions	2.203	7.370	5.120
Total Current Liabilities		64.833	190.886	119.776
Net Current Assets		30.832	475.381	15.608
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		100.088	542.783	32.132

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		TOTAL	145.310	135.390	201.191
Less	EXPENSES
		TOTAL	161.049	133.238	195.373
	PROFIT BEFORE TAX AND PRIOR PERIOD ADJUSTMENT FOR THE YEAR		(15.739)	2.152	5.818
Add	EXCESS PROVISION WITTEN BACK		(0.078)	0.000	0.000
Less	PRIOR PERIOD EXPENSES		(0.480)	0.051	0.114
Less	PROVISION FOR TAX		0.000	1.200	2.000
Less	PROVISION FOR FRINGE BENEFIT TAX OF EARLIER YEAR FY 06-07		0.146	1.050	1.970
Less	OTHER PROVISIONS INCOME TAX		0.000	0.002	0.483
	PROFIT AFTER TAX		(15.483)	(0.151)	1.251

Particulars	31.03.2012
Sales Turnover (Approximately)	120.000

Expected Sales (2012-2013) : Rs.140.000 Millions

The above information has been parted by Mr. Sudan (Finance Executive)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(0.11)	(0.11)	0.62
Net Profit Margin (PBT/Sales)	(%)	NA	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	(21.34)	0.32	3.83
Return on Investment (ROI) (PBT/Networth)		(0.16)	0.00	(2.32)
Debt Equity Ratio (Total Liability/Networth)		0.73	0.43	(61.45)
Current Ratio (Current Asset/Current Liability)		1.48	3.49	1.13

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
Sundry Creditors for Expenses	54.675	159.845	91.746
Sundry Creditors for Statutory Dues	7.955	23.671	22.910

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	Yes
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter's background	Yes
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	Yes
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	--
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes

BACKGROUND:

The company was incorporated on 06.08.2002 with the main object to have an indoor management for various companies under the Essel Group of Industries and to provide under one roof the centralized and specialized guidance for expansion, growth, management, operation, financial and financial collaboration etc and to implement the groups objectives and plans by coordinating, deciding and enabling implementation of the policies and program of the top management for all the companies under the said group. For the said arrangement, resources are being raised by way of retainership under a contract to meet expenses from the user companies under the said group enabling the company to meet its expenses to do all other activities as detailed in the object clause of the Memorandum of Association of the company.

TRADE REFERENCES:

Zee Entertainment

PRESS RELEASE

20.03.2012

Brickwork Ratings assigns “BWR A- (SO)” for Essel Corporate Resources Private Limited’s structured secured NCD of Rs.3000.000 Millions with tenor upto 1 year 1 day

Brickwork Ratings (BWR) has assigned BWR A- (SO) (Pronounced Single A Minus Structured Obligation) (Outlook: Stable) Rating for Essel Corporate Resources Private Limited. (ECRPL) proposed structured secured NCD of Rs.3000.000 Millions with a tenor upto 1 Year 1 Day. ‘BWR A- (SO)’ stands for an instrument that is considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

BWR has essentially relied upon the audited financial results of Essel Corporate Resources Private Limited, ZEE Entertainment (ZEEL), and Dish TV, draft term sheet of transaction, analysis of ZEEL and Dish TV shares and clarification provided by the issuer.

The rating factors, inter alia, the performance of ZEEL, the underlying security coverage and structure of the proposed NCD issue. However, the rating is constrained by unavailability of assured cash flows at redemption, and accumulated losses coupled with negative margins of Dish TV. The rating is also sensitive to total compliance to legal and regulatory requirements.

Essel Corporate Recourses Private Limited is the promoter company of Essel Group belonging to Mr Subhash Chandra and Family. The Company has two whole time directors on board, Mr Sunil Singhal and Mr. Chandrasekhar Rajagopalan.

The company intends to raise upto Rs.3000.000 Millions via secured NCD with a tenure upto 1 Year and 1 Day. The NCD’s will be secured by way of pledge of ZEE Entertainment and Dish TV shares held by other promoter companies. The Zee Entertainment shares will be pledged by Cyquator Media Services Private Limited which holds 25.2% stake in ZEEL of which almost 50% is pledged as on date. The Dish TV shares will be pledged by Dhaka Warriors Sports Private Limited ewhich has 54.84% shareholding in Dish TV of which almost 26% is pledged. Dhaka Warriors is 100% owned by Essel Corporate Resources Private Limited (“the Issuer”).

The proceeds of the NCD issue will be essentially used by ECRPL to refinance existing debt of other promoter companies. As of FY11 ECRPL’s networth stands at Rs 114.000 Millions and borrowings were at Rs 4.500 Millions. Company reported total income of Rs 145.000 Millions and a loss of Rs 15.000 Millions.

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.56.99
UK Pound	1	Rs.88.97
Euro	1	Rs.71.57

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	SDA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		16

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.