MIRA INFORM REPORT

Report Date :

03.01.2013

IDENTIFICATION DETAILS

Name :	FUTURE MEDIA (INDIA) LIMITED
Registered Office :	Knowledge House, Shyam Nagar Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.03.2006
Com. Reg. No.:	11-160375
Capital Investment / Paid-up Capital :	Rs. 774.090 Millions
CIN No.: [Company Identification No.]	U74300MH2006PLC160375
TAN No.: [Tax Deduction & Collection Account No.]	MUMF04646F
PAN No.: [Permanent Account No.]	AAACF9652Q
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Providing Advertising and Media Services.
No. of Employees :	65 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 1350000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Future Group. It is an established company having a satisfactory track record. Latest financials i.e. 2011-2012 are missing from the government department. From the available financials of 2011, it seems that there appear some accumulated losses recorded by the company. However, the company receives good financial support from its group companies. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. In view of strong group, the company can be considered normal for business dealings at usual 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.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Name :	Mr. Devendra Gupta
Designation :	Finance Manager
Contact No.:	91-9930081007
Date :	02.01.2013

LOCATIONS

Registered Office :	Knowledge House, Shyam Nagar Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra, India
Tel. No.:	91-22-66442200
Mobile No.:	91-9930081007 (Mr. Devendra Gupta)
Fax No.:	Not Available
E-Mail :	devendra.gupta@futuregroup.in anand.gude@futuregroup.in
Website :	http://www.futuremedia.in
Location :	Owned
Head Office :	Retail Home Office, Tower C, 7^th Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400083, Maharashtra, India
Tel. No.:	91-22-61190000
Zonal Offices :	Located at: Ø Mumbai Ø Gurgaon Ø Bangalore Ø Kolkata
Regional Offices :	Located at: Ø Hyderabad Ø Ahmedabad Ø Pune

DIRECTORS

AS ON 17.08.2012

Name :	Mr. Kishore Laxminarayan Biyani
Designation :	Director
Address :	406, Jeevan Vihar, Manav Mandir Road, Malabar Hill, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	09.08.1961
Qualification :	B. Com, PGD in Marketing Management
Date of Appointment :	23.11.2007
DIN No.:	00005740
Name :	Mr. Sanjeev Agrawal
Designation :	Director
Address :	Flat No. 1301, Building No. 15, Indradarshan, Phase II, Oshiwara, Andheri (West), Mumbai – 400053, Maharashtra, India
Date of Birth/Age :	19.10.1966
Qualification :	IT BHU, MBA from IIM Lucknow
Date of Appointment :	08.03.2006
DIN No.:	00043936
Name :	Mr. Vikram Sakhuja
Designation :	Nominee director
Address :	3^rd Floor, Hormuz Building, Shanti Road, Juhu, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	30.10.1961
Qualification :	IIM Calcutta, IIT Delhi
Date of Appointment :	23.11.2007
DIN No.:	00398420
Name :	Mr. Chandra Prakash Toshniwal
Designation :	Director
Address :	A-603, 'Kanishk', Great Eastern Link, Ram Mandir Road, Goregaon (West), Mumbai - 400104, Maharashtra, India
Date of Birth/Age :	29.09.1966
Qualification :	B. Com, ACA, ACS
Date of Appointment :	31.03.2008
DIN No.:	00036303
Name :	Mr. Atul Kapur
Designation :	Nominee director
Address :	21, Holland Park, Lien Towers # 7-21 Singapore - 249476
Date of Birth/Age :	22.06.1963
Qualification :	B. Com, ACA
Date of Appointment :	19.06.2008
DIN No.:	01778935

KEY EXECUTIVES

Name :	Mr. Devendra Gupta
Designation :	Finance Manager
Name :	Mr. Anant Shripad Gude
Designation :	Secretary
Address :	B-13, Rishikesh, Evershine Nagar, Malad (West), Mumbai – 400064, Maharashtra, India
Date of Appointment :	06.08.2007
PAN No.:	ACCPG6867B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 17.08.2012

Names of Equity Shareholders	No. of Shares
Pantaloon Retail (India) Limited, India	27378741
Pantaloon Retail (India) Limited, India Jointly with Mr. Chandra Prakash Toshniwal	1
Pantaloon Retail (India) Limited, India Jointly with Mr. Sanjeev Agrawal	1
Pantaloon Industries Limited, India Jointly with Mr. Vimal Dhruve	1
Pantaloon Industries Limited, India Jointly with Mr. Rajesh Kalyani	1
Pantaloon Industries Limited, India jointly with Mr. Pankaj Patel	1
Future Corporate Resources Limited, India	787878
Mr. Pradeep Guha	7575
Manz Retail Private Limited, India	984841
Matrix Publicities and Media India Private Limited, India	250000
Total	29409040

Names of Preference Shareholders	No. of Shares
Indivision India Partners, Mauritius	4800000
Total	4800000

AS ON 17.08.2012

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	99.70
Directors or relatives of directors	0.30
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Advertising and Media Services.

GENERAL INFORMATION

Customers :

Ø Arvind

Ø Tata Nano

Ø Yamaha

Ø Mahindra

Ø Axis Bank

Ø VISA

Ø Snapdeal

Ø FMCG

Ø Godrej

Ø Tupperware

Ø Parle

Ø Loreal

Ø Uninor

No. of Employees :

65 (Approximately)

Bankers :

· Axis Bank Limited, Credit Management Centre, Unit No. 6, Corporate Park Sion Trombay Road, Mumbai – 400071, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Working capital loans banks secured	44.440	75.305
Total	44.440	75.305
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Other debt unsecured	90.000	0.000
Total	90.000	0.000

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	6th Floor, Express Towers, Nariman Point, Mumbai – 400021, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABFS3421N
Holding Company :	Pantaloon Retail (India) Limited [L52399MH1987PLC044954]
Fellow Subsidiaries :	Ø Futurebazaar India Limited [U51900MH2006PLC159197] Ø Future Brands Limited (till 22 May 2010) [U74999MH2006PLC165722] Ø Future Knowledge Services Limited [U74999MH2007PLC167122] Ø Future E-Commerce Infrastructure Limited [U52399MH2007PLC171178] Ø Future Value Retail Limited [U52100MH2007PLC171524] Ø Future Learning and Development Limited [U74999MH2008PLC181051] Ø Home Solutions Retail (India) Limited [U52330MH2004PLC148956] Ø Future Capital Financial Services Limited [U52599MH2007PLC167292]
Enterprise where Holding company has significant influence :	Galaxy Entertainment Corporation Limited

CAPITAL STRUCTURE

AS ON 17.08.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
35,000,000	Equity Shares	Rs. 10/- each	Rs. 350.000 Millions
4,800,000	Preference Shares	Rs. 100/- each	Rs. 480.000 Millions
	Total		Rs. 830.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
29,409,040	Equity Shares	Rs. 10/- each	Rs. 294.090 Millions
4,800,000	Preference Shares	Rs. 100/- each	Rs. 480.000 Millions
	Total		Rs. 774.090 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
5,000,000	Equity Shares	Rs. 10/- each	Rs. 50.000 Millions
4,800,000	Preference Shares	Rs. 100/- each	Rs. 480.000 Millions
	Total		Rs. 530.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2,500,000	Equity Shares	Rs. 10/- each	Rs. 25.000 Millions
4,800,000	Preference Shares	Rs. 100/- each	Rs. 480.000 Millions
	Total		Rs. 505.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		505.000	505.000	505.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		100.800	100.800	100.800
4] (Accumulated Losses)		(268.441)	(239.856)	(183.569)
NETWORTH		337.359	365.944	422.231
LOAN FUNDS
1] Secured Loans		44.440	75.305	54.167
2] Unsecured Loans		90.000	0.000	0.000
TOTAL BORROWING		134.440	75.305	54.167
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		471.799	441.249	476.398
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		355.404	322.812	377.565
Capital work-in-progress		0.000	3.781	5.055
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		125.829	104.983	101.397
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	110.200	234.343	257.439
	Cash & Bank Balances	35.156	0.690	2.553
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	46.254	59.951	60.160
Total Current Assets		191.610	294.984	320.152
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	162.947	240.034	235.786
	Other Current Liabilities	36.661	44.224	90.933
	Provisions	1.436	1.053	1.052
Total Current Liabilities		201.044	285.311	327.771
Net Current Assets		(9.434)	9.673	(7.619)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		471.799	441.249	476.398

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Operating revenue, net	323.116	357.020	462.700
		Other Income	2.497	0.973	0.915
		TOTAL (A)	325.613	357.993	463.615
Less	EXPENSES
		Manufacturing service costs	190.038	260.307	327.934
		Employee related expenses	51.070	52.813	87.178
		Administrative selling other expenses	53.513	40.285	108.591
		TOTAL (B)	294.621	353.405	523.703
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		30.992	4.588	(60.088)
Less	FINANCIAL EXPENSES (D)		7.311	9.283	6.523
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		23.681	(4.695)	(66.611)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		73.114	55.180	47.847
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(49.433)	(59.875)	(114.458)
Less	TAX (H)		20.848	3.588	37.720
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(28.585)	(56.287)	(76.738)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(239.856)	(183.569)	(106.831)
	BALANCE CARRIED TO THE B/S		(268.441)	(239.856)	(183.569)
	Earnings/ (Loss) Per Share (Rs.)		(11.43)	(22.51)	(32.13)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(8.78)	(15.72)	(16.55)
Net Profit Margin (PBT/Sales)	(%)	(15.30)	(16.77)	(24.74)
Return on Total Assets (PBT/Total Assets}	(%)	(9.04)	(9.69)	(16.40)
Return on Investment (ROI) (PBT/Networth)		(0.15)	(0.16)	(0.27)
Debt Equity Ratio (Total Liability/Networth)		0.99	0.99	0.90
Current Ratio (Current Asset/Current Liability)		0.95	1.03	0.98

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Creditors due small micro enterprises	0.000	0.000	0.000
Creditors due others	162.947	240.034	235.786
Sundry creditors	162.947	240.034	235.786

Sr. No.	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	No
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	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	Yes
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
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	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

NATURE OF OPERATIONS

Future Media is Future Group’s media venture, aimed at creation of media properties in the ‘ambience of consumption™’ and thus offers active engagement to brands and consumers. Enriched with a bouquet of varied consuming audience and powered with the knowledge of consumer behavior, the Company offers relevant engagement through its media properties like Future Visual Spaces, Future TV, Future Theatre and Future Activation

BUSINESS OPERATIONS

During the year, a lot of new Companies have shown interest in our media, the Company has also managed to get the clients in sectors other than those retailed at our stores, such as Auto and Financial services sectors. The Company had successfully carried out an activity with Tata Motors wherein spaces were allotted in the formats for promotion and sale of Tata’s Nano car.

The Company has managed and looking forward to manage more and more sponsors for the events organized by the Future Group’s formats.

Recently, in order to secure better co-operation at the operating level, the Company has integrated its business with the Group’s formats such as Big Bazaar, Food Bazaar, Pantaloon, Central etc., it is expected that due to such arrangement, the Company would be able to increase its business substantially, apart from improvising upon implementation of such activities.

FIXED ASSETS

Ø Electrical Equipments

Ø Office Equipments

Ø Computers

Ø Furniture and Fittings

Ø TV Software

Ø Advertising Rights

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 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 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. 54.39
UK Pound	1	Rs. 88.76
Euro	1	Rs. 72.19

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	BVA

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	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		42

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.