MIRA INFORM REPORT

Report Date :

26.03.2013

IDENTIFICATION DETAILS

Name :	INDUS TOWERS LIMITED (w.e.f.28.03.2008)

Formerly Known As :	INDUS INFRATEL LIMITED

Registered Office :	Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110070

Country :	India

Financials (as on) :	31.03.2012

Date of Incorporation :	20.11.2007

Com. Reg. No.:	55-170574

Capital Investment / Paid-up Capital :	Rs. 1.000 Million

CIN No.: [Company Identification No.]	U92100DL2007PLC170574

TAN No.: [Tax Deduction & Collection Account No.]	DELI06654E

PAN No.: [Permanent Account No.]	AABCI7776B

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	Provider of Telecommunication Network Infrastructure Services.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (55)

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

Maximum Credit Limit :	USD 42000000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a joint venture between Bharti Infratel Limited, Vodafone India Limited, and Aditya Birla Telecom Limited. It is a well-established and a reputed company having a fine track record. There appear huge external borrowings recorded by the company. However, it receives better operational and financial support from its promoters. Trade relations are reported as decent. Business is active. Payment terms are regular and as per commitment. The company can be considered 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.

ECGC Country Risk Classification List – June 30, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating: AA
Rating Explanation	High degree of safety and very low credit risk.
Date	07.03.2013

Rating Agency Name	CRISIL
Rating	Short term rating: A1+
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	07.03.2013

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.

LOCATIONS

Registered Office :	Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110070, Delhi, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	rajinder.kumar@industowers.com
Website :	www.industowr.com

Corporate Office :	Building No.10, Tower A, 4^th Floor, DLF Cyber City, Gurgaon-122 002, Haryana, India
Fax No.:	91-124-4289333

Branches :	Located at: · Delhi · Rajasthan · Punjab and Haryana · Gujarat · Kolkata · Karnataka · Andhra Pradesh · Chennai · Rest of Tamilnadu · Kerala · Mumbai · Rest of West Bengal · Maharashtra · Goa

DIRECTORS

As on 18.07.2012

Name :	Mr. Akhil Kumar Gupta
Designation :	Director
Address :	B – 27, Maharani Bagh, New Delhi – 110065
Date of Birth/Age :	22.12.1955
Qualification :	Chartered Accountant
Date of Appointment :	20.11.2007
DIN No.:	00028728

Name :	Mr. Indrajit Walia
Designation :	Director
Address :	C-1, Greater Kailash Enclave, New Delhi-110 048, NCT of Delhi, India
Date of Birth/Age :	17.05.1958
Qualification :	Economics and Accounting Guaduate, Post Graduate Degree in HR
Date of Appointment :	07.12.2007
DIN No.:	01812849

Name :	Mr. Sanjay Kapoor
Designation :	Director
Address :	709 A, Beverly Park-I, DLF, Gurgaon, Haryana, India
Date of Birth/Age :	28.02.1962
Qualification :	Bachelor's degree in Commerce (Hons), MBA, Graduate of the Wharton Advanced Management Programme
Date of Appointment :	17.04.2009
DIN No.:	01973450

Name :	Mr. Nicholas Jonathan Read
Designation :	Director
Address :	8, Cresta Queen Shill Rise, Ascot, SL57 DP, United Kingdom
Date of Birth/Age :	29.09.1964
Qualification :	F.C.M.A, B.A(Hons) accounting & finance
Date of Appointment :	06.01.2009
DIN No.:	02392270

Name :	Marten Pieters
Designation :	Director
Address :	Room No. 801, Taj Wellin Gaton, Mews 33, Nathalal, Parekh Marg, Colaba, Mumbai-400001, Maharashtra, India
Date of Birth/Age :	29.04.2009
Qualification :	Law degree from Groningen University, Netherland and Post graduate course in Economins
Date of Appointment :	20.07.2011
DIN No.:	02598456

Name :	Ms. Akshaya Mondra
Designation :	Director
Address :	601, 6^th Floor, Sangeeta Apartments, 15 Roads, Santacruz (West), Mumbai-400 054, Maharasahtra, India
Date of Birth/Age :	29.04.1963
	B. Com, Chartered Accountant and Company Secretary
Date of Appointment :	08.04.2009
DIN No.:	02606784

Name :	Colman Martin Deegan
Designation :	Director
Address :	First Floor, Flat Regent House, 106-108, Marylebone, High Street, London W1U4RT
Date of Birth/Age :	01.06.1973
Qualification :	1. Leaving Certificate, St. Mary's CBS Portlaoise, Ireland 2. Bachelor of Business Studies (2.1), Trinity College Dublin, MCT 3. Association of Corporate Treasurers examinations
Date of Appointment :	15.11.2011
DIN No.:	02881006

Name :	Mr. Sunil Sood
Designation :	Director
Address :	Flat No.2401/2402, Petit Towers, August, Kranti Marg, Kemps Corner, Mumbai-400036, Maharashtra, India
Date of Birth/Age :	09.02.1961
Qualification :	PGDM from IIM, Calcutta and B.Tech from IIT, Delhi
Date of Appointment :	06.01.2012
DIN No.:	03132202

Name :	Mr. Himanshu Kapania
Designation :	Director
Address :	B1/423, Janak Puri, New Delhi-110058, India
Date of Birth/Age :	23.04.1961
Qualification :	Indian Institute of management, Bangalore and BE from BITS
Date of Appointment :	06.01.2012
DIN No.:	03387441

Name :	Srinivas Kondethimmanapalli
Designation :	Director
Address :	A-5/ 1102, Unitech World, SPA (East), Sector 30/41, Gurgaon-122001, Haryana, India
Date of Birth/Age :	02.09.1963
Qualification :	BE from REC Trichy and PGDM IIM Bangalore
Date of Appointment :	18.10.2011
DIN No.:	03533535

Name :	Mr. Dilip Pal
Designation :	Alternate Director
Address :	Flat No.701/702, Khar, Pushparaj CHS Limited, Plot No.5, 16th Road, Khar (West), Mumbai-400052, Maharashtra, India
Date of Birth/Age :	15.02.1966
Date of Appointment :	11.07.2012
DIN No.:	05201144

KEY EXECUTIVES

Name :	Mr. Rajinder Kumar
Designation :	Company Secretary
Address :	C-476, SFS Flats, Sheikh Sarai, Phase-I, New Delhi-110017, India
Date of Birth/Age :	01.01.1960
Date of Appointment :	15.01.2009

Name :	Mr. Uday Mahajan
Designation :	Vice President
Date of Appointment :	12.13.2010
Qualification :	B.E (Mechanical), Marine Engineering

Name :	Mr. Pankaj Sachdeva
Designation :	Vice President
Date of Appointment :	08.25.2011
Qualification :	B.E, MBA

Name :	Mr. Vinay Mohan Kala
Designation :	Vice President
Date of Appointment :	09.19.2011
Qualification :	B.Sc, B.Tech

Name :	Mr. P K Sivadasan
Designation :	Administration
Date of Appointment :	04.01.2008
Qualification :	B.A, M.A, Bacholar of Law, MBA

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 18.07.2012

Names of Shareholders		No. of Shares
Bharti Infratel Limited, India		499980
Gupta Kumar Akhil (Nominee of Bharti Infratel Limited, India)		10
Gupta Narendra (Nominee of Bharti Infratel Limited, India)		10
Vodafone India Limited, India		499980
Vodafone Mobile Services Limited, India Jointly with Vodafone India Limited, India		10
Vodafone East Limited, India Jointly with Vodafone India Limited, India		10
Adity Birla Telecom Limited, India		190470
Total		1190470

Equity Share Break up (Percentage of Total Equity)

As on 18.07.2012

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Provider of Telecommunication Network Infrastructure Services.

Products / Services :

ITC Code	Product / Services Descriptions
99841310	Telecommmunication network infrastructure services

GENERAL INFORMATION

Customers :

Vodafone
Idea
Aircel
Tata Teleservices Limited
Uninor
Reliance Communications

No. of Employees :

Not Available

Bankers :

HDFC Bank Limited

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
-from banks	42737.000	66500.000
-from other parties	14138.000	22000.000
Total	56875.000	88500.000
Note: The Company has entered into borrowing arrangements with several lenders. The security interest set out below ranks pari-passu amongst all secured lenders. (i) a mortgage and first charge of all the Company’s freehold immovable properties, present and future; (ii) a first charge by way of hypothecation of the Company’s entire movable plant and machinery, including tower assets, related equipment and spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future; (iii) a charge on Company’s cashflows, receivables, book debts, revenues of whatsoever nature and wherever arising, present and future subject to prior charge in favour of working capital facilities with working capital facility limits not exceeding Rs. 10000.000 millions (amount in absolute figures) including funded facilities not exceeding Rs. 5000.000 millions (amount in absolute figures); (iv) an assignment and first charge of (a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the documents related to telecom tower rollout and upgradation of existing towers (except the Master Services Agreement), duly acknowledged and consented to by the relevant counter-parties to such documents, all as amended, varied or supplemented from time to time. (b) subject to Applicable Law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the Clearances and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit, guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project documents; (v) a first charge of all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower in the Master Services Agreements together with the Service Contracts, all as amended, varied or supplemented from time to time; (vi) a first and exclusive charge over the amount in the Debt Service Reserve Account and the Debt Service Account opened and maintained in accordance with the terms of this Agreement and the Debt Service Account Agreement. (vii) the interest rate varies from approximately 10.25% per annum to 12% per annum on term loans from banks and other financial institutions. Repayment of loan (i) The Company has to repay the loan in 16 equated quarterly installments, first date for repayment would fall due on November 2012 as per repayment schedule specified in the loan agreement. (ii) The Company may voluntarily prepay all or any portion of the disbursed loan on certain specified event and subject to the condition laid out in the loan agreement.


Banking Relations :	--

Financial Institution :	IL and FS Trust Company Limited, IL and FS Financial Centre, Plot No. C-22, G Block, Bandra kurla Complex, Bandra (East), Mumbai-400 051, Maharashtra, India

Auditors :
Name :	B S R and Company Chartered Accountants
Address :	Gurgaon, Haryana, India
Income-tax PAN of auditor or auditor's firm :	AAIFB0630K

Joint venture :	Idea Cellular Limited CIN No.: L32100GJ1996PLC030976 Bharti Infratel Limited (holds 42% shares in the Company) CIN No.: U64201DL2006PLC156038 Vodafone India Limited (formerly known as Vodafone Essar Limited) (holds 42% shares in the Company) CIN No.: U32200MH1992PLC119108 Aditya Birla Telecom Limited (holds 16% shares in the Company) CIN No.: U64202MH2005PLC158190 Bharti Airtel Limited (ultimate holding company of Bharti Infratel Limited) CIN No.: U64201DL2006PLC15603

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount

500000000	Equity Shares	Re.1/- each	Rs. 500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

1190470	Equity Shares	Re.1/- each	Rs. 1.000 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		1.000	1.000	1.190
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		10543.000	3916.000	0.000
4] (Accumulated Losses)		0.000	0.000	(1001.604)
NETWORTH		10544.000	3917.000	(1000.414)
LOAN FUNDS
1] Secured Loans		56875.000	88500.000	83000.930
2] Unsecured Loans		30400.000	23869.000	13760.214
TOTAL BORROWING		87275.000	112369.000	96761.144
DEFERRED TAX LIABILITIES		4290.000	1784.000	0.000
EMPLOYEE STOCK OPTION OUTSTANDING		0.000	0.000	137.793

TOTAL		102109.000	118070.000	95898.523

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		114040.000	111066.000	94105.794
Capital work-in-progress		2850.000	3083.000	4609.308

INVESTMENT		6100.000	5250.000	750.044
DEFERRED TAX ASSETS		0.000	0.000	505.415

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	5650.000	8771.000	13034.419
	Cash & Bank Balances	716.000	225.000	493.827
	Other Current Assets	16758.000	13297.000	10623.558
	Loans & Advances	16106.000	12058.000	10777.199
Total Current Assets		39230.000	34351.000	34929.003
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	26859.000	11565.000	18974.250
	Other Current Liabilities	30008.000	21183.000	14907.019
	Provisions	3244.000	2932.00	5119.772
Total Current Liabilities		60111.000	35680.000	39001.041
Net Current Assets		(20881.000)	(1329.000)	(4072.038)

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		102109.000	118070.000	95898.523

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	78388.000	69608.000	54264.177
		Other Income	841.000	688.000	0.000
		TOTAL (A)	79229.000	70296.000	54264.177

Less	EXPENSES
		Employee benefit expense	1786.000	1649.000
		Other expenses	41812.000	38331.000
		TOTAL (B)	43598.000	39980.000	35276.727

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		35631.000	30316.000	18987.450

Less	FINANCIAL EXPENSES (D)		9667.000	9437.000	8245.542

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		25964.000	20879.000	10741.908

Less/ Add	DEPRECIATION/ AMORTISATION (F)		15850.000	14036.000	9591.921

	PROFIT BEFORE TAX (E-F) (G)		10114.000	6843.000	1149.987

Less	TAX (H)		3240.000	2289.000	392.162

	PROFIT AFTER TAX (G-H) (I)		6874.000	4554.000	757.825

	IMPORTS
		Capital Goods	15.000	580.000	N.A.

	Earnings Per Share (Rs.)
	Basic		5773.82	3824.97	636.58
	Diluted		5772.65	3823.53	636.07

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	8.68	6.48	1.40

Net Profit Margin (PBT/Sales)	(%)	12.90	9.84	2.12

Return on Total Assets (PBT/Total Assets}	(%)	6.60	4.71	0.89

Return on Investment (ROI) (PBT/Networth)		0.96	1.75	(1.15)

Debt Equity Ratio (Total Debt/Networth)		8.28	28.69	(96.72)

Current Ratio (Current Asset/Current Liability)		0.65	0.96	0.90

LOCAL AGENCY FURTHER INFORMATION

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	No
9]	Name of person contacted	No
10]	Designation of contact person	No
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	Yes
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	Yes

BACKGROUND

Subject was incorporated in India on 20 November 2007 as Indus Infratel Limited. A fresh certificate of incorporation consequent to the change in name to Indus Towers Limited was issued by the Registrar of Companies, Delhi on 28 March 2008 under section 23(1) of the Companies Act, 1956. The Company was set-up with the object of, inter-alia, establishing, operating and maintaining wireless communication towers, provide network development services, engage in video, voice, data and internet transmission business.

OVERVIEW

During the year, the Company continued to strengthen its position of the largest and leading tower company. In addition to continuing its business of providing passive infrastructure services including acquisition and establishment of telecommunication sites as well as related operations and maintenance services to various licensed telecommunication operators, the Company has made in-roads in the arena of (In Building Solutions (IBS)) to overcome call drop issues in high density and high telecom usage buildings.

Key highlights for the period are as follows:-

Key highlights

1. Achieved profit after tax of Rs. 6873.000 Million and EBITDA of Rs. 47304.000 million;

2. Upgraded infrastructure to meet third generation (3G) telephony requirements of telecom operators;

3. Maintained average network uptime of above 99.95% during the year;

4. Successfully executed (Green City Concept), whereby select cities are entirely functioning without usage of diesel.

5. Environment focused initiatives by enhancing electricity supply at the sites, augment battery bank, deploy free cooling unit and increase usage of solar power interventions in order to reduce carbon footprint.

MERGER

The scheme of arrangement amongst Vodafone Infrastructure Limited, Bharti Infratel Ventures Limited, Idea Cellular Towers Infrastructure Limited and the Company for transfer and vesting of their undertakings with the Company had been approved by shareholders and creditors of the Company. The petition has been filed before the Hon’ble High Court of Delhi for sanction of the scheme.

SCHEME OF ARRANGEMENT

An application for sanctioning a scheme of arrangement under Section 391 to 394 of the Companies Act, 1956 has been filed with Honorable High Court of Delhi on 31 May 2011. The scheme provides for transfer of all assets and liabilities of Vodafone India Infrastructure Limited (formerly known as Vodafone Essar Infrastructure Limited), Bharti Infratel Ventures Limited and Idea Cellular Tower Infrastructure Limited, wholly owned subsidiaries of Vodafone India Limited (formerly known as Vodafone Essar Limited), Bharti Infratel Limited and Aditya Birla Telecom Limited respectively, to Indus Towers Limited from 01 April 2009 (appointed date). The application for scheme of arrangement is pending with the Honorable High Court of Delhi.

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Loans repayable on demand from:*
- related parties	22149.000	20940.000
- others	3251.000	2849.000
Short-term foreign currency loan	0.000	80.000
Others**	5000.000	0.000
Total	30400.000	23869.000

* These are interest free loans.

** Short term loan: the interest rate varies from approximately 10.5% per annum to 11.08% per annum on short term loans from banks and financial institutions. The loan is repayable by 30 July 2012.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U92100DL2007PLC170574
Name of the company	INDUS TOWERS LIMITED
Address of the registered office or of the principal place of business in India of the company	Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase – II, New Delhi – 110070, India Email: rajinder.kumar@industowers.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10403631
Type of charge	Uncalled share capital Immovable property Book debts Movable property (not being pledge) Floating charge Others (AS IN Deed of Indenture & Deed of Hypothecation)
Particular of charge holder	IL and FS Trust Company Limited, IL and FS Financial Centre, Plot No. C-22, G Block, Bandra kurla Complex, Bandra (East), Mumbai-400 051, Maharashtra, India Email: itclroc@ilfsindia.com
Nature of instrument creating charge	Unattested Deed Of Hypothecation Dt 01.02.2013 Executed By Indus Towers Limited (Borrower) In Favour Of Il and Fs Trust Company Limited Acting As Security Trustee For Rupee Term Loan Granted By Rupee Lenders To The Borrower In Terms Of Common Loan Agreement
Date of instrument Creating the charge	01.02.2013
Amount secured by the charge	Rs. 94500.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Base Rate prevailing on Interest Reset Date plus corresponding Spread Terms of Repayment As per individual loan agreements with Rupee Lender Margin NIL Extent and Operation of the charge The Charge created vide Indenture of Mortgage (IOM) and Deed of Hypothecation (DOH) over whole of the movable and immovable properties of the Borrower as detailed in the IOM and DOH, operates as a first pari passu charge among the Rupee Lenders provided that the charge over the Book Debts shall be subjected to charge created by Borrower (if any) in favour of its Working Capital lenders for securing working capital facilities upto an aggregate amount of Rs.10000.000 millions only Others As detailed in IOM and DOH
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Freehold part of Private Plot No. 52 Admeasuring 180.50 Sq mtr or forming part of Survey No. 332A+ 334A+338A all of Mouja Zaap of Sudhagad Taluka District Raigad in Maharashtra (Schedule I of IOM) All movable assets including telecom towers of the Borrower situated in 16 telecom circles as detailed in IOM and DOH. Whole of the movable properties of the Borrower both present and future, movable plant and machinery, all tangible and intangible movable assets as detailed in IOM and DOH Borrower accounts (including Debt Service Account and Debt Service Reserve Account and all monies deposits in, credited to or required to be credited or lying to the credit of such Account. all rights, title, interest, whatsoever of the Borrower in accounts to be created by Borrower under Contract Documents including cashflows, book debts, receivables and uncalled capital, revenues. all rights, title, interest, whatsoever of Borrower, in, to, under and/or in respect of Contract Documents inc. MSA, Service Contracts thereunder. all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower in, to under and/or in respect of the Insurance Contracts, both present and future all other assets of the Borrower both present and future, including without limitation the cash in hand(General Assets)
Particulars of the present modification	Execution of Unattested Deed of Hypothecation dated 01.02.2013 in favour of Security Trustee

CONTINGENT LIABILITY

(Rs. in millions)

Particulars	31.03.2012	31.03.2011
Claims against the Company not acknowledged as debts it represents amounts levied by various local authorities. The Company has challenged these levies in the court of law. In the event these levies are confirmed by law, the Company would recover these amounts from its customers in accordance with the Master Service Agreements.	284.000	182.000
Claims against the company on account of tax notices, pending adjudication, not acknowledged as debts	3296.000	0.000

FIXED ASSETS:

Ø Freehold land

Ø Leasehold Improvements

Ø Plant and Equipment

Ø Funiture and Fixtures

Ø Vehicles

Ø Office Equipment

Ø Computers

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.54.10
UK Pound	1	Rs.82.47
Euro	1	Rs.70.49

INFORMATION DETAILS

Report Prepared by :

BVA / MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	8
--CREDIT LINES	1~10	7
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		55

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.

MIRA INFORM REPORT

0.000

5650.000

13034.419

716.000

493.827

16758.000

10623.558

16106.000

10777.199

39230.000

34929.003

26859.000

18974.250

30008.000

14907.019

3244.000

5119.772

60111.000

39001.041

(20881.000)

(4072.038)

8.68

12.90

6.60

0.96

8.28

0.65

Unit