MIRA INFORM REPORT

Report No. :	357391
Report Date :	30.12.2015

IDENTIFICATION DETAILS

Name :	SITI CABLE NETWORK LIMITED (w.e.f. 03.10.2012)
Formerly Known As :	WIRE AND WIRELESS INDIA LIMITED
Registered Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra
Tel. No.:	91-120-4526700
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	24.03.2006
Com. Reg. No.:	11-160733
Capital Investment / Paid-up Capital :	Rs.677.656 Million
CIN No.: [Company Identification No.]	L64200MH2006PLC160733
IEC No.:	0312058764
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02947A
PAN No.: [Permanent Account No.]	AAACW6349M
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in distribution of television channels through analogue and digital cable distribution network, primary internet and allied services. (Registered activity)
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (26)

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 :	Siti Cable Network Limited (SCNL, earlier known as Wire and Wireless Limited) is a part of the “Essel group”. Company is engaged in Distribution of Television Channels through analogue and digital cable distribution network, primary internet and allied services. The rating derive strength from the well-established promoters group with a long track record in the media and entertainment industry and the credit enhancement in the form of unconditional and irrevocable Corporate Guarantee extended by Zee Entertainment Enterprise Limited to the lenders of Siti Cable Network Limited. However, the above rating strengths are tempered by the volatile nature of the main source of revenue which is sensitive to key economic indicators and regulatory changes. Furthermore, the ratings also factor in changing trends in the media sector, intense competition, and continued losses in its business. However, business is active. Payments are reported to be slow. In view of well-established promoter group, the subject can be considered for business dealings with some caution.

NOTES :

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long-term Bank Facilities = AA (SO) (structured obligation)
Rating Explanation	High degree of safety and very low credit risk.
Date	September - 14

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 31-03-2015.

INFORMATION DENIED BY

Name :	Mr. Gushan Khandelwal
Designation :	Finance Department
Contact No.:	91-120-4526700
Date :	28.12.2015

LOCATIONS

Registered Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24931930
Fax No.:	91-22-24900302 / 24900213
E-Mail :	csandlegal@wwil.net csandlegal@siticable.com
Website :	www.wwil.net www.siticable.com
Corporate Office / Head Office:	GYS Global, Tower A, 4^th Floor, Sector – 125, Noida – 201301, Uttar Pradesh, India
Tel. No.:	91-120-4526700
Regional Office :	Located at: New Delhi Bengaluru Hyderabad Kanpur Mumbai Indore Kolkata Jaipur Karnal
Overseas Office :	Located at: USA United Kingdom South Africa Singapore Mauritius China Malaysia Dubai Russia (Moscow)

DIRECTORS

As on 31.03.2015

Name :	Mr. Brijendra Kumar Syngal
Designation :	Director
Address :	218, Mandakini Enclave, Alakananda, New Delhi - 110019, India
Date of Appointment :	05.12.2006
DIN No.:	00002395
Name :	Mr. Sureshkumar Phoolchand Agarwa
Designation :	Director
Address :	202, Lilou Ville, West Avenue,, Santacruz (West), Mumbai - 400054, Maharashtra, India
Date of Appointment :	01.06.2009
DIN No.:	00773957
Name :	Mr. Vinod Kumar Bakshi
Designation :	Director
Address :	102A, Court Green, Laburnum, Sushant Lok-I, Sector-28, Gurgaon - 122001, Haryana, India
Date of Appointment :	27.10.2010
DIN No.:	00771934
Name :	Mr. Vassdev Wadhwa
Designation :	Whole-Time Director
Address :	122 Third Floor, Jasola - 1, New Delhi - 110025, India
Date of Appointment :	12.08.2014
DIN No.:	00439684
Name :	Mrs. Kavita Anand Kapahi
Designation :	Director
Address :	91, Basant Apartments, Cuffe Parade, Mumbai - 400005, Maharashtra, India
Date of Appointment :	31.03.2015
DIN No.:	02330706

KEY EXECUTIVES

Name :	Mr. Gushan Khandelwal
Designation :	Finance Department
Name :	Mr. Suresh Kumar
Designation :	Secretary and Compliance Officer
Address :	I-127,Laxmi Nagar Extension, Delhi - 110092, India
Date of Appointment :	28.09.2010
PAN No.:	AHGPK7016F
Name :	Mr. Vassdev Wadhwa
Designation :	Chief Executive Officer
Address :	122 Third Floor, Jasola - 1, New Delhi - 110025, India
Date of Appointment :	28.05.2014
PAN No.:	AAAPW6798B
Senior Management :
Name :	V. D.Wadhwa
Designation :	Executive Director and Chief Executive Officer
Name :	Vinay Chandhok
Designation :	Chief Operating Officer, Operations (Video)
Name :	Sanjeev Mahajan
Designation :	Chief Operating Officer, Operations (Broadband)
Name :	Anil Jain
Designation :	Head, Finance
Name :	Bibhash Jha
Designation :	Head, Content and Carriage
Name :	Anil Jhamb
Designation :	Chief Technology Officer, Broadband
Name :	Anil Malhotra
Designation :	Chief Operating Officer, Strategy and Compliances
Name :	Pankaj Dhingra
Designation :	Chief Human Resources Officer
Name :	Sanjay Jindal
Designation :	Head, Projects

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2015

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1021000	0.15
Bodies Corporate	262040427	38.67
Sub Total	263061427	38.82
(2) Foreign
Bodies Corporate	184181000	27.18
Sub Total	184181000	27.18
Total shareholding of Promoter and Promoter Group (A)	447242427	66.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	51421793	7.59
Financial Institutions / Banks	104485	0.02
Insurance Companies	4001	0.00
Foreign Institutional Investors	94080182	13.88
Sub Total	145610461	21.49
(2) Non-Institutions
Bodies Corporate	18077251	2.67
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	41796724	6.17
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	17504279	2.58
Any Others (Specify)	7401993	1.09
Overseas Corporate Bodies	75	0.00
Non Resident Indians	7397190	1.09
Trusts	4227	0.00
Others	500	0.00
Others	1	0.00
Sub Total	84780247	12.51
Total Public shareholding (B)	230390708	34.00
Total (A)+(B)	677633135	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	677633135	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held		Encumbered shares (*)			Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)	No	As a percentage	As a % of grand total (A)+(B)+(C) of sub-clause (I)(a)
1	Essel Media Ventures Ltd	11,64,31,000	17.18	0	0.00	0.00	17.18
2	Direct Media Solutions Pvt Ltd	8,87,50,000	13.10	73315000	82.61	10.82	13.10
3	Essel International Ltd	6,77,50,000	10.00	0	0.00	0.00	10.00
4	Digital Satelite Holdings Pvt Ltd	6,15,69,898	9.09	48100000	78.12	7.10	9.09
5	Direct Media Solutions Pvt Ltd	5,02,50,000	7.42	0	0.00	0.00	7.42
6	Bioscope Cinemas Pvt Ltd	3,00,03,395	4.43	0	0.00	0.00	4.43
7	Bioscope Cinemas Pvt Ltd	2,06,67,134	3.05	0	0.00	0.00	3.05
8	Digital Satelite Holdings Pvt Ltd	98,00,000	1.45	9552000	97.47	1.41	1.45
9	Ashok Mathai Kurien	10,21,000	0.15	0	0.00	0.00	0.15
10	Direct Media Solutions Pvt Ltd	10,00,000	0.15	0	0.00	0.00	0.15
	Total	44,72,42,427	66.00	130967000	29.28	19.33	66.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	HDFC Trustee Company Ltd A/c HDFC Equity Fund	34609000	5.11	5.11
2	Polus Global Fund	14949030	2.21	2.21
3	Morgan Stanley Asia (Singapore) Pte	24368347	3.60	3.60
4	Swiss Finance Corporation (Mauritius) Ltd	12708282	1.88	1.88
5	DSP Blackrock Micro Cap Fund	11754575	1.73	1.73
6	Citigroup Global Markent Mauritius Pvt Ltd	7225119	1.07	1.07
	Total	105614353	15.59	15.59

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	HDFC Trustee Company Ltd A/C HDFC Equity Fund	34609000	5.11	5.11
	Total	34609000	5.11	5.11

BUSINESS DETAILS

Line of Business :	Subject is engaged in distribution of television channels through analogue and digital cable distribution network, primary internet and allied services. (Registered activity)
Products :	Not Divulged
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

• IDBI Bank Limited
• Axis Bank Limited
• ICICI Bank Limited
• Kotak Mahindra Bank Limited
• Standard Chartered Bank

Facilities :

Secured Loan	31.03.2015 (Rs. in Million)	31.03.2014 (Rs. in Million)
Long-term Borrowings
Term loans from banks
Term loans	6938.630	6057.690
Buyer’s credits	2082.8400	4292.140
Finance lease obligations	0.990	1.810
Short-term borrowings
Loans repayable on demand from banks	344.100	473.870
Total	9366.56	10825.510
Note : Short-term borrowings Details of security The Company has short term borrowings from two banks the detail of securities are as under i) Secured by first pari passu charge on the fixed assets and current assets of the Company. The Company is required to maintain debt service reserve account (DSRA) for 2 quarters’ interest. All the loans are further secured by corporate guarantee of an associate to maintain DSRA and carries an interest rate of Base rate +3%. ii) Secured by first pari passu charge on the future and current assets of the Company with minimum assets cover ratio 1.1* for IVBL facilities. The Company is required to maintain debt service reserve account (DSRA) for 1 quarters’ interest. All the loans are further secured by corporate guarantee of an associate to maintain DSRA and carries an interest rate of Base rate +1.95%.

Auditors :
Name :	Walker, Chandiok and Company LLP (Formerly Walker Chandiok and Company) Chartered Accountants
Address :	Office At L-41, Connaught, Circus, New Delhi - 110001, India
Offices :	Located at : Bengaluru Chandigarh Chennai Hyderabad Kolkata New Delhi, Noida Pune
Memberships :	Not Available
Collaborators :	Not Available
Subsidiaries :	Indian Cable Net Company Limited Central Bombay Cable Network Limited Siticable Broadband South Limited Wire and Wireless Tisai Satellite Limited Master Channel Community Network Private Limited (Subsidiary of Central Bombay Cable Network Limited) Siti Vision Digital Media Private Limited Siti Jind Digital Media Communication Private Limited Siti Jai Maa Durgee Communications Private Limited Siti Bhatia Network Entertainment Private Limited Siti Jony Digital Cable Network Private Limited Siti Krishna Digital Media Private Limited Siti Faction Digital Private Limited Siti Guntur Digital Network Private Limited Siti Maurya Cable Net Private Limited (Subsidiary of Indian Cable Net Company Limited) Siti Karnal Digital Media Network Private Limited w.e.f. February 02, 2015 Siti Global Private Limited w.e.f. June 20, 2014 Siri Digital Network Private Limited w.e.f. February 02, 2015 Siti Broadband Services Private Limited w.e.f. July 19, 2014
Associate company :	Siti Chhattisgarh Multimedia Private Limited (Associate of Siti Bhatia Network Entertainment Private Limited)
Enterprises owned or significantly influenced by key management personnel or their relatives :	Dish TV India Limited Zee Entertainment Enterprises Limited Zee Media Corporation Limited (formerly known as Zee News Limited) Zee Turner Limited Essel International Limited Essel Media Ventures Limited

CAPITAL STRUCTURE

As on 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	Re. 1/- each	Rs. 1000.000 million
10000000	Preference Shares	Re. 1/- each	Rs. 10.000 million
	Total		Rs. 1010.000 million

Issued Capital:

No. of Shares	Type	Value	Amount
678860258	Equity Shares	Re. 1/- each	Rs. 378.860 million
	Less:- Forfeiture Shares 1227122 Equity shares of Re. 1/- each		Rs. 1.230 million
23436	Preference Shares	Re. 1/- each	Rs. 0.020 million
	Total		Rs. 677.650 million

Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
Subscribed and Paid up Capital
677633135	Equity Shares	Re. 1/- each	Rs. 677.630 million
23436	Preference Shares	Re. 1/- each	Rs. 0.020 million
	Shares Forfeiture Account		Rs. 0.620 million
	Total		Rs. 678.270 million

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares	31.03.2015
	No of shares	Rs. in million
Outstanding at the beginning of the year	520712915	520.710
Add:
Issued on conversion of share warrants	93500000	93.500
Issued during the year	63174540	63.170
Issued on exercise of employee stock options	245680	0.250
Outstanding at the end of the year	677633135	677.630

Preference shares

There is no movement in preference share capital in current year and previous year.

(b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.1 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Terms/ rights attached to preference shares

The Company has only one class of 7.25% Noncumulative redeemable preference shares of Rs.1 each. The said preference shares were allotted to Zee Telefilms Limited (now Zee Entertainment Enterprises Limited) on December 29, 2006, pursuant to the scheme of arrangement for demerger of cable business undertaking of Zee Telefilms Limited approved by the Hon’ble Bombay High Court vide its order dated November 17, 2006. Initially, as per the terms of the issue and allotment, the said preference shares were due for redemption on December 29,

2008. However, with the written consent/approval of Zee Entertainment Enterprises Limited, the terms of the issue of said preference shares was varied by extending the period of redemption by another three years i.e. till December 29, 2011. Later on June 6, 2011 these shares were transferred to Churu Enterprises LLP by Zee Entertainment Enterprises Limited. Period for redemption of preference shares has been extended by another period of five years till December 29, 2016 by Churu Enterprises LLP. The preference shares are redeemable at par. In the event of liquidation of the Company before redemption of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

Details of shareholders holding more than 5% shares in the company

Particulars	31.03.2015
	No of shares	Rs. in million
Churu Enterprises LLP	23436	100%

Equity shares	31.03.2015
	No of shares	% of Holding
Bioscope Cinemas Private Limited	50,670,529	7.48%
Direct Media Solutions Private Limited	140,000,000	20.66%
Essel International Limited	67,750,000	10.00%
Essel Media Ventures Limited	67,750,000	17.18%
Digital Satellite Holdings Private Limited	71,369,898	10.53%

(e) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company, refer note 32.

(f) Terms of securities convertible into equity shares issued along with earliest date of conversion.

During the year ended March 31, 2013, the Company issued 162,000,000 convertible warrants on preferential basis upon payment of a consideration of Rs. 20 per warrant. Each convertible warrant was convertible into one equity share of Rs.1 each at a premium of Rs.19 per share. Holders of such warrants had the option to convert these warrants into equity shares upon payment of aforesaid consideration on or before eighteen months from the date of allotment of warrants, viz. March 19, 2013. During the year ended March 31, 2014 and March 31, 2015, 68,500,000 and 93,500,000 equity shares respectively have been allotted pursuant to the exercise of option.

(g) No shares have been issued for consideration other than cash or as bonus shares in the current reporting year and in last five years immediately preceeding the current reporting year.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	678.270	521.350	452.850
(b) Reserves & Surplus	1087.060	(1587.530)	(1844.890)
(c) Money received against share warrants	0.000	1870.000	810.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	1765.330	803.820	(582.040)
(3) Non-Current Liabilities
(a) long-term borrowings	9022.460	10351.640	7689.190
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	761.300	368.330	797.350
(d) long-term provisions	32.470	25.320	22.580
Total Non-current Liabilities (3)	9816.230	10745.290	8509.120
(4) Current Liabilities
(a) Short term borrowings	344.100	473.870	244.850
(b) Trade payables	2197.970	1562.800	1355.990
(c) Other current liabilities	5472.640	2083.500	1406.970
(d) Short-term provisions	1.170	1.100	0.570
Total Current Liabilities (4)	8015.880	4121.270	3008.380
TOTAL	19597.440	15670.380	10935.460
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3993.560	3248.460	2667.470
(ii) Intangible Assets	626.670	253.250	217.110
(iii) Capital work-in-progress	1307.920	1054.670	534.630
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	2480.770	230.510	230.460
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	1077.110	2840.170	2904.350
(e) Other Non-current assets	627.490	471.630	593.750
Total Non-Current Assets	10113.520	8098.690	7147.770
(2) Current assets
(a) Current investments	8.040	8.040	8.040
(b) Inventories	103.290	59.880	47.220
(c) Trade receivables	3511.850	2980.410	1672.740
(d) Cash and cash equivalents	3940.010	3266.570	1102.720
(e) Short-term loans and advances	1836.400	1098.210	917.730
(f) Other current assets	84.330	158.580	39.240
Total Current Assets	9483.920	7571.690	3787.690
TOTAL	19597.440	15670.380	10935.460

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2015	31.03.2014	31.03.2013
	SALES
	Revenue from Operations	5991.550	5048.950	4160.120
	Other Income	141.610	116.980	132.530
	TOTAL (A)	6133.160	5165.930	4292.650
Less	EXPENSES
	Cost of Materials Consumed	2.590	23.470	9.680
	Purchases of Stock-in-Trade	294.820	665.590	991.070
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	3327.030	2133.380	6.340
	Carriage sharing, pay channel and related costs	0.000	0.000	1579.010
	Employees benefits expense	365.060	272.790	231.650
	Other expenses	1379.980	1335.370	834.720
	TOTAL (B)	5369.480	4430.600	3652.470
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	763.680	735.330	640.180
Less	FINANCIAL EXPENSES (D)	1197.870	1179.920	862.080
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	(434.190)	(444.590)	(221.900)
Less/ Add	DEPRECIATION/ AMORTISATION (F)	743.380	578.500	396.510
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	(1177.570)	(1023.090)	(618.410)
Less	TAX (H)	0.000	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	(1177.570)	(1023.090)	(618.410)
	EARNINGS IN FOREIGN CURRENCY
	Carriage income	18.260	16.540	15.810
	TOTAL EARNINGS	18.260	16.540	15.810
	IMPORTS
	Plant and machinery	125.530	0.000	24.700
	Set top boxes and viewing cards	1390.590	1107.050	2273.910
	Components and Stores parts	0.000	3.400	3.010
	Software	80.850	0.000	0.000
	TOTAL IMPORTS	1596.970	1110.450	2301.620
	Earnings / (Loss) Per Share (Rs.)	(1.91)	(2.26)	(1.37)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt	4107.320	1664.250	1063.510
Cash generated from operations	1696.450	(2557.970)	454.560
Net cash flow from operating activity	1716.370	(2708.930)	417.980

QUARTERLY RESULTS

Particulars	30.06.2015 1^st Quarter	30.09.2015 2^nd Quarter
Audited / Unaudited	Unaudited	Unaudited
Net Sales	1482.280	1520.080
Total Expenditure	1364.330	1360.650
PBIDT (Excl OI)	117.950	159.430
Other Income	70.050	80.620
Operating Profit	188.000	240.050
Interest	333.230	337.310
Exceptional Items	(21.760)	NA
PBDT	(166.990)	(97.260)
Depreciation	201.330	214.490
Profit Before Tax	(368.320)	(311.750)
Tax	NA	NA
Provisions and contingencies	NA	NA
Profit After Tax	(368.320)	(311.750)
Extraordinary Items	NA	NA
Prior Period Expenses	NA	NA
Other Adjustments	NA	NA
Net Profit	(368.320)	(311.750)

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	(19.65)	(20.26)	(14.87)
Operating Profit Margin (PBIDT/Sales)	(%)	12.75	14.56	15.39
Return on Total Assets (PBT/Total Assets}	(%)	(7.45)	(7.11)	(6.08)
Return on Investment (ROI) (PBT/Networth)		(0.67)	(1.27)	1.06
Debt Equity Ratio (Total Debt /Networth)		7.63	15.54	(15.46)
Current Ratio (Current Asset/Current Liability)		1.18	1.84	1.26

STOCK PRICES

Face Value	Rs.1.00/-
Market Value	Rs.34.40/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	452.850	521.350	678.270
Reserves & Surplus	(1844.890)	(1587.530)	1087.060
Money received against share warrants	810.000	1870.000	0.000
Net worth	(582.040)	803.820	1765.330
long-term borrowings	7689.190	10351.640	9022.460
Short term borrowings	244.850	473.870	344.100
Current Maturities Of Long-Term Debts	1063.510	1664.250	4107.320
Total borrowings	8997.550	12489.760	13473.880
Debt/Equity ratio	(15.459)	15.538	7.632

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	4160.120	5048.950	5991.550
		21.365	18.669

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	4160.120	5048.950	5991.550
Profit	(618.410)	(1023.090)	(1177.570)
	(14.87%)	(20.26%)	(19.65%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

BUSINESS OVERVIEW

The year started with the promise of digitization in Phase 3 areas and they were fully geared up to ensure that Subject was well placed to gain significant market share in the process. Although, the digitization drive got slowed down due to the extension in the Phase 3 digitization deadline by the Government of India, they were able to successfully seed 1.23 million STBs proactively in Phase-3 areas and expand their reach from 60 cities to 130 cities across India. Overall Siti Cable managed to close the year with over 5 Million digital subscribers and expand their cable universe to 10.5 Million. They will continue to digitize the remaining analogue subscriber base and also expand in select strategic geographies to consolidate their presence.

The company made new forays into the broadband space and currently is offering broadband at speeds upto 100

Mbps on state of the art DOCSIS 2/3 Technology in Delhi/ NCR. The Company has chalked out plans to expand broadband operations on all India basis and identified new markets for expansion in the next twelve months to increase its current subscriber base significantly.

Subject continued to work closely with the Sector Regulator and maintain a high-focus on adherence to regulatory compliances, in order to minimize regulatory risk and provide the end customer a quality service experience. The company has also been at the forefront of bringing together leading MSOs for policy advocacy and establishing the All India Digital Cable Federation (AIDCF), which is the recognized industry body for the sector.

The industry continues to face an excessive tax burden in the form of both service tax and entertainment tax incidence, which is unhealthy considering it is the most popular and accessible medium of entertainment for the common man. There is a need to bring down the tax burden in line with other industries such as multiplexes and make cable a more affordable medium

Subject continues to monetize the business better and harness the inherent operational leverage that the business possesses. They worked with their LCO business associates to train and equip them with regards to the rapidly changing digital environment and serve the customer more effectively. They built durable relationships with leading content providers to ensure their subscribers get the best of content and value added services.

Subject, as part of the Essel Group is working in consonance with other group companies to ensure economies of scale and derive synergies in various aspects of the value chain such as STB procurement, content cost and shared services.

They felt the need to bring in fresh talent from customer facing industries in line with their renewed focus on the end consumer and transition to a B2C business and have inducted the same at Senior Management and Middle management levels for their foray into broadband business on all India basis and also to drive execution capabilities. At the same time, processes and systems were further refined and streamlined to ensure the organization remains agile as it scales up.

In terms of overall perspective, FY2014-15 was a year of unique differentiation for the Company. The Company’s consolidated revenue grew by 32% to INR 9370 million from INR 7103 million in 2014. Core Revenue, excluding other income and activation grew even faster at 37% YoY to reach INR 8435 million.

The EBITDA also grew 34% to INR 1684 million compared to INR 1259 million last years. EBITDA, excluding other income and activation grew by a significant 132% YoY to reach INR 749 million, testimony to the inherent execution capabilities of the company. As an impact of successful digitization in phase I and II as well as proactive seeding in Phase 3, Subscription revenue grew by 57% over last fiscal.Carriage revenue grew by 9.6% YoY and broadband revenue grew by 53% YoY due to conscious decision by Management to use multiple growth levers and diversify revenue streams. Capital expenditure shall continue to be high this year as they strive for market expansion and establish their digital footprint to transform their business to a sustainable perpetual annuity with tremendous operating leverage which will generate a steady cash flow.

They continue to pursue expansion of their digital cable and broadband business in the current year, so that they are able to provide the consumer the best of the content in a platform neutral manner. Their eventual aim is to become a triple play service provider.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC REVIEW

In 2014-15, the Indian economy witnessed the first green shoots of tangible recovery. The year saw perceptible improvement in business confidence, foreign inflows and stability of key macroeconomic indicators. GDP growth (at market prices) improved to 7.3% in 2014-15 compared to 6.9% in the previous year (Source: CSO). This was on the back of a stronger growth in the manufacturing and services sectors. India is a net importer of global commodities, such as crude and benefited from their steep global price correction. The commodity meltdown helped the Government and Reserve Bank of India (RBI) stabilise key macroeconomic indicators such as inflation, current account deficit and fiscal deficit, all of which had deviated from their desirable levels in the preceding years. With new policy initiatives, these are all now trending towards the desired levels. The commodity price correction is also expected to have a strong positive impact on savings and discretionary spending.

The Government, over the past year has taken several initiatives to create a strong foundation for a sustainable and inclusive growth. Some of these include the introduction of the GST Bill, the Pradhan Mantri Jan Dhan Yojna (PMJDY) to promote financial inclusion, the Smart Cities programme to facilitate urban renewal, and the Digital India campaign to drive a digitally empowered future. These and other initiatives are collectively expected to invite and incentivize domestic and foreign investments into India.

India’s strong demographic profile, large consumer base and fast growing middle class have attracted the interest of many global investors and multinational corporations. During 2014-15, a decisive government, and an improving macroeconomic and regulatory environment further enhanced their interest.

INDUSTRY REVIEW

Media and Entertainment Industry

In the year 2014, the Indian Media and Entertainment (M and E) industry grew 11.7% and crossed Rs. 1 trillion, for the first time ever. TV, the largest segment in the M and E industry grew by a strong 13.8% to Rs. 475 billion. Digital Advertising (grew 44.5% to Rs. 43.5 billion) and Gaming (grew 22.4% to ` 23.5 billion) were the fastest growing segments during the year.

TV Industry

The TV industry has grown at a CAGR of 13% over the last 5 years and today forms over 46% of the M and E Industry. It is expected to grow by 14.3% to Rs. 543 billion in 2015. Over the 5 year period, between 2014 to 2019, the TV Industry is expected to have an even stronger CAGR of 15.5%. This is significantly higher than the projected overall M&E CAGR of 13.9% during the same period. Looked at another way, the TV industry is projected to add more revenue to the M&E industry going forward, than all other sub sectors put together.

Subscription revenue grew by 13.9% to Rs. 320 billion in 2014. Over the next five years (by 2019), it is expected to grow at a CAGR of 16.1% to Rs. 676 billion. Advertising revenue on the other hand grew by 13.9% during the year and is expected to grow at a CAGR of 14% to ` 299 billion by 2019. Subscription is expected to account for 71% of the total incremental increase projected in TV Industry revenue over the next five years, whereas the contribution of advertisement will be under 30%. In 2014, the overall TV penetration in India increased to 61% or 168 million households. India is the world’s second largest TV market after China.

INDUSTRY OUTLOOK

PAY TV: POTENTIAL USD 9-11 BILLION

INCREMENTAL ANNUAL REVENUE OPPORTUNITY

OPPORTUNITY FOR EACH OF TOP 3 MSOS

• The top 3 Indian MSOs together have over 35 million universe and can conservatively reach a 4-5 million potential broadband subscriber base.

• Cable reaches over 90 million households in India as compared to ~28 million households reached by wire line telephones, making it a much more potent medium for delivering broadband.

Digital technologies will continue to drive a high degree of convergence between entertainment, information and telecommunication. This will create a significantly enhanced viewership experience and will lead to new opportunities for all digital players in general and MSOs in particular. Digital cable, unlike most other technologies, allow two-way communication, have a localised nature of services and are more reliable, owing to the resilience of their infrastructure to harsh weather conditions.

India has one of the lowest pay television ARPU, globally. With the migration of existing analog subscribers to digital and the addition of new subscribers, the industry will witness greater transparency, subscriber oriented initiatives and a consistent increase in ARPU. ARPU growth will come from an increase in the base prices, healthy mix of package wise billing, increase in subscribers opting for value added services and also new due to launch of new services. Digitisation will also result in significant transfer of power and revenue share from LCOs to MSOs.

The broadband industry in India is at a very nascent stage. The percentage of users with over 4 Mbps connection as on December 2014, was 7.8% in India as compared to 27% in China, 88% in Japan and 95% in South Korea (Source: AKAMAI Q4 2014 Report). Only 1.5 users per 100 people in India use a wired broadband connection today. (Source: TRAI Q4 2014 Report)

Internet traffic in India is projected to grow 4.2x over the next 5 years to 3.0 Exabytes (EB) per month, while busy hour internet traffic is projected to grow to 5.6x over the same period. This growth is going to be led by significantly higher consumption of video traffic, which is projected to grow to 7x to 2.2 EB per month by 2019 compared to 326 PB in 2014. The total internet video traffic will increase to 74% of all internet traffic in 2019 compared to 46% in 2014. The Ultra HD, HD and SD will be 6.1%, 38.1% and 55.8% of internet video traffic in 2019, respectively, compared to 0.2%, 7.1%, 92.6%, respectively, in 2014. The internet-videoto- TV is projected to grow to 8x between 2014 and 2019. (Source: Cisco VNI Forecast)

The growth in data consumption will be supported by a growth in network speed. The average broadband speed is projected to grow by 2.9x to 11.6 Mbps between the years 2014 and 2019. In 2019, 46% of the fixed broadband connections will be faster than 5 Mbps as compared to 24% in 2014. Similarly 36% of the fixed broadband connections in 2019 will be faster than 10 Mbps compared to 11% in 2014. The internet traffic generated by an average internet household is projected to grow 3.4x to 40.8 GB in 2019 compared to 12.1 GB in 2014. The number of households generating more than 50 GB per month will grow 27x in 2019, or 27 million internet households, compared to 1 million households in 2014. (Source: Cisco VNI Forecast)

To tap the projected demand potential in the digital cable as well as the broadband segments, the Industry will need to keep up the pace of investments in infrastructure and network. In digital cable, this is likely to increase the pace of consolidation with the top MSOs controlling a major portion of the market share. With higher economies of scale, optimal use of modern technologies and better utilisation of the infrastructure, the industry is likely to witness significant improvement in its cost and capital efficiency parameters. (Source: FICCI KPMG Indian M&E 2015 Report)

COMPANY OVERVIEW

SITI Cable Network Limited (earlier known as Wire and Wireless (India) is one of India’s leading Multi System Operator (MSO). The Company is part of the USD 8 billion Essel Group that has a strong presence across the media industry and interests in infrastructure, education, packaging, precious metals, gaming, theme parks and health, lifestyle and wellness. The Group is one of the leading producers, content aggregators and distributors of Indian programming globally and has presence in over 169 countries. SITI Cable provides digital / analog cable TV and broadband services and has a subscriber base of over 10.5 million across India. Presently, the Company has 61 analog and 15 digital head ends and a network of more than 14,600 Kms of optical fibre and coaxial cable.

OPERATIONAL REVIEW

2014-15 was an important and successful year for SITI Cable. The total cable subscriber base was 10.5 million compared to 10 million in 2013-14. However, there was a significant increase in the digital subscriber base compared to 2013-14 – from 3.8 million to 5.38 million. They expanded their digital cable presence to 130 cities. Their internet subscriber base expanded to 70,100 at the end of the 2014-15, across 5 cities. This represents a nearly 80 per cent growth from the 38,600 subscribers they had at the beginning of the year.

During the year, they continued to expand their reach by entering into newer cities that were part of the Phase II rollout plan proposed by the Ministry of Information and Broadcasting (MIB). Together with this, they also carried out proactive seeding in cities and territories falling in Phase II and Phase III of the roll-out plan. They increased their focus towards monetising their existing infrastructure by bundling additional high margin services such as broadband and HD channels. As a result, their revenues grew by 32%, while EBITDA grew by 34% in 2014-15. Operating EBITDA grew even faster by 133.6% on a yearon- year basis, underscoring the increasing share of recurring revenue in the total.

OUTLOOK

During the last three years, they have aggressively invested to expand their reach across India. The inherent advantage of their business model enables us to leverage their existing infrastructure to offer dual play, viz. content and broadband, with very limited new investments. They will continue to invest in Digital Cable, DOCSIS 3.0 and EOC technologies to ensure they provide multiple options to the consumer to view content.

Viewers are rapidly shifting to non-linear content consumption, where the TV is one of the many platforms on which content is viewed. This is aided by the growing penetration of smart devices and internet enabled TVs. SITI Cable, through its high speed broadband services and other bundled VAS services is well positioned to suitably address this growing demand in its focus markets. Therefore, they shall be a platform for their customers to access the internet and television content from, anytime, anywhere. Their growth shall be aided by the inherent advantages of digital cable over other technologies. Together with this, they shall leverage the strong capabilities of their Group in the M&E industry, which allows us to provide a formidable combination of content, distribution platforms, service quality and value mix.

In the near-term, their investments will remain consistent as they further expand their digital cable network across India and launch broadband services in newer markets. Upon completion of this infrastructure creation, the routine operational and maintenance costs will be much lower, leading to recurring and stable cash flows (with a positive bias) and lower finance costs. With an expanded subscriber base, growing penetration of their broadband services and increasing demand of other value-added services, they anticipate a consistent improvement in their margins. They shall also benefit from the tailwind provided by the impending improvement in the economy that will boost discretionary spends. This in turn, will drive a higher demand for premium channels and HD channels among others, leading to a further growth in their ARPUs.

Therefore, SITI Cable is confident of its ability to deliver strong and sustainable stakeholder returns in the years to come.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10547624	12/03/2015 *	1,250,000,000.00	IDBI Bank Limited	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	C47795075
2	10543010	29/12/2014	500,000,000.00	ING VYSYA BANK LIMITED	22, M G ROAD,BANGALORE, BANGALORE, Karnataka - 560001, INDIA	C40425621
3	10543013	29/12/2014	250,000,000.00	ING VYSYA BANK LIMITED	22, M G ROAD,BANGALORE, BANGALORE, Karnataka - 560001, INDIA	C40426876
4	10505683	06/06/2014	1,000,000,000.00	Axis Bank Limited	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW G  ARDEN ELLISBRIDGE, AHMEDABAD, Gujarat - 380006, INDIA	C09084021
5	10472075	23/12/2013	1,000,000,000.00	ING VYSYA BANK LIMITED	NARIAN MANZIL, GROUND FLOOR,SHOP NO. G1 TO G5, I  FLOOR,SHOP NO.1001 TO 1007,BARAKHAMBA ROAD, NEW D  ELHI, Delhi - 110001, INDIA	B94207305
6	10449725	29/08/2013	1,000,000,000.00	Axis Bank Limited	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, Gujarat - 380006, INDIA	B85267177
7	10425197	10/06/2013 *	2,521,200,000.00	Standard Chartered Bank	23, Marain Manzil, Barakhamba Road,, New Delhi-110001, INDIA	B77108736
8	10411292	13/03/2013	1,000,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, Gujarat - 390015, INDIA	B70611348
9	10382658	25/10/2012	2,200,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, Gujarat - 390015, INDIA	B60507852
10	10368881	26/09/2012 *	600,000,000.00		IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	B60460748

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30^th SEPTEMBER 2015

(Rs. In Million)

		Particulars	quarter ended 30.09.2015	quarter ended 30.06.2015	Half year ended 30.09.2015
1		Income from Operations
		Sales/Income from Operations (Gross)	2315.400	2260.320	4575.720
		b) Other Operating Income	60.610	38.520	99.130
	Total Income from Operations (Net)		1520.080	1482.280	3002.350
2	Expenses
	a)	Cost of Materials consumed	1.050	0.170	1.210
	b)	Purchase of Stock-in-trade	138.920	16.870	155.790
	c)	Changes in inventories of finished goods, work-in-progress and stock-in-trade	0.000	0.000	0.000
	d)	Carriage, Pay Channel and related parties	805.150	913.930	1719.080
	e)	Employee benefit expenses	124.420	99.790	224.210
	f)	Depreciation and amortization expense	214.490	201.330	415.820
	g)	Other expenses	291.110	333.570	624.680
	Total Expenses		1575.140	1565.660	3140.790
3		Profit /(Loss) from operations before other income, finance costs and exceptional items	(55.060)	(83.380)	138.440
4	Other Income		80.620	70.050	150.670
5	Profit /(Loss) from ordinary activities before finance costs and exceptional items		25.560	(13.330)	12.230
6	Finance Costs		337.310	333.230	670.540
7	Profit /(Loss) from ordinary activities after finance costs but before exceptional items		(311.750)	(346.560)	(658.310)
8	Exceptional Items		--	---	--
9	Profit /(Loss) from ordinary activities before tax		(311.750)	(346.560)	(658.310)
10	Tax Expense		--	---	--
11	Net Profit /(Loss) from ordinary activities after tax		(311.750)	(346.560)	(658.310)
12	Prior period item		--	21.760	21.760
13	Loss after tax and Prior period item but before minority interest		(311.750)	(368.320)	(680.070)
14	Paid up equity share capital (Eq. shares of Rs.10/- each)		677.630	677.630	677.630
15	Reserve excluding revaluation reserves
16		Earnings per share (before/after extraordinary items) of Rs.10/- each
		Basic & Diluted	(0.50)	(0.50)	(1.00)
A		PARTICULARS OF SHAREHOLDING
1		Public Shareholding
		- No. of Shares	230.390	230.390	230.390
		- Percentage of Shareholding	34.00%	34.00%	34.00%
2		Promoters and promoter group shareholding
		a) Pledged/Encumbered
		- Number of shares	130.970	165.970	130.970
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	29.3%	37.1%	29.3%
		- Percentage of shares (as a % of the total share capital of the Company)	19.3%	24.5%	19.3%
		b) Non- encumbered
		- Number of shares	316.270	281.270	316.270
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	70.70	62.90	70.70
		- Percentage of shares (as a % of the total share capital of the Company)	46.7	41.5	46.7

Particulars	Quarter Ended 30.09.2015
Pending at the beginning of the quarter	Nil
Received during the quarter	Nil
Disposed of during the quarter	Nil
Remaining unresolved at the end of the quarter	Nil

STATEMENT OF ASSETS ANS LIABILITIES AS ON 30^TH SEPTEMBER 2015

SOURCES OF FUNDS	30.09.2015
	(Half Year ended)
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	678.270
(b) Reserves & Surplus	382.960
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	1061.230
(3) Non-Current Liabilities
(a) long-term borrowings	7373.880
(b) Deferred tax liabilities (Net)	0.000
(c) Other long term liabilities	764.290
(d) long-term provisions	34.160
Total Non-current Liabilities (3)	8172.330
(4) Current Liabilities
(a) Short term borrowings	375.600
(b) Trade payables	2312.830
(c) Other current liabilities	5893.940
(d) Short-term provisions	1.280
Total Current Liabilities (4)	8583.650
TOTAL	17817.210
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	5807.540
(ii) Intangible Assets	0.000
(iii) Capital work-in-progress	0.000
(iv) Intangible assets under development	0.000
(b) Non-current Investments	2510.870
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	1018.800
(e) Other Non-current assets	686.520
Total Non-Current Assets	10023.730
(2) Current assets
(a) Current investments	8.040
(b) Inventories	133.730
(c) Trade receivables	4030.440
(d) Cash and cash equivalents	1566.470
(e) Short-term loans and advances	1587.030
(f) Other current assets	467.770
Total Current Assets	7793.480
TOTAL	17817.210

Note:

1. SITI Cable Network Limited (the "Company") operates in single business segment of cable distribution in India. Hence there are no separate reportable business or geographical segments as per Accounting Standard on Segment Reporting (AS-17).

2. The above unaudited financial results for the quarter and six months ended September 30, 2015 have been reviewed by the Audit Committee and were approved by the Board of Directors in their meetings held on November 09, 2015.

3. The Statutory Auditors have carried out a "Limited review" of the Standalone financial results for the quarter and six months ended September 30, 2015.

4. This statement of unaudited financial results has been prepared by applying accounting policies as adopted in the last audited annual financial statements for the year ended March 31, 2015.

5. The outstanding business advances amounting to Rs. 7,951 lacs given to two subsidiaries (including a wholly owned subsidiary) for acquisition of Multi-System Operators (MSOs)/ direct points, technological up gradation etc. in near future, are considered good and recoverable, as Company has received indemnity against the aforementioned balances from majority stake holders of the Company.

6. The Audit Committee and the Board of Directors noted the utilisation of the proceeds of qualified institutional placement (QIP) for the half year ended September 30, 2015 which is in line with utilisation schedule as approved by the Board of Directors. The unutilised amount as on September 30, 2015 is Rs. 1,950 lacs.

7. In view of the mandatory digital addressable system (DAS) regulation announced by the Government of India, digitisation of cable networks has been implemented in Phase 1 and Phase 2 cities effective November 1, 2012 and April 1, 2013 respectively. Owing to the initial delays in implementation of DAS in phase 1 cities and challenges faced by all the Multi-System Operators (MSOs) during transition from analogue business to DAS, the Company is in the process of implementation of revenue sharing contracts entered into with the local cable operators (LCOs). Accordingly, the Company has invoiced and recognised subscription revenue on the basis of certain estimates under the new DAS regime amounting to Rs. 2,476 lacs (standalone Rs. 2,282 lacs) and Rs. 4,293 lacs (standalone Rs. 4,208 lacs) for the quarter and six months ended September 30, 2015 respectively, Rs. 1,072 lacs (standalone Rs. 839 lacs) and Rs. 2,085 lacs (standalone Rs. 1,689 lacs) for the quarter and six months ended September 30, 2014 respectively and Rs. 2,290 lacs (standalone Rs. 1,926 lacs) and Rs. 6,662 lacs (standalone Rs. 5,290 lacs) for the quarter ended June 30, 2015 and year ended March 31, 2015 respectively, based on certain estimates derived from market trends and ongoing discussion with the LCOs. Management is of the view that the execution/implementation of such contracts will not have a significant impact on the subscription revenue.

8. The Audit Committee and Board of Directors noted the utilisation of the proceeds of Rights Issue for half year ended September 30, 2015 is in line with utilisation schedule approved by the Board of Directors. The unutilised amount from the proceeds of Rights Issue as on September 30, 2015 is Rs. 759 lacs.

9. The Company continued to incur cash losses on standalone basis, during six months ended September 30, 2015 but in view of the present positive net worth, expected substantial subscription revenue growth and continued financial support from majority stake holders of the Company, the financial results continue to be prepared on a going concern basis.

10. Prior period item relate to license fee of Rs. 217.6 lacs pertaining to financial year 2014-2015 and recorded in the quarter ended June 30, 2015.

11. As approved by the Shareholders, on the basis of recommendation of Nomination and Remuneration Committee, the remuneration paid to CEO and Executive Director exceeds the prescribed limits under the Companies Act, 2013, for which necessary representation for reconsidering the application has been submitted before Central Government and approval is awaited for the same.

12. During the current quarter, the Company has acquired 51% equity share capital in Panchsheel Digital Communication Network Private Limited and Siti Prime Uttaranchal Communication Private Limited

13 Previous period's/year’s amounts have been regrouped and rearranged, wherever necessary.

CONTINGENT LIABILITIES:

i) Claims against the Company not acknowledged as debts Rs. 15.020 million (Previous year Rs. 49.200 million)

ii) Demands raised by the statutory authorities being contested by the Company Rs. 417.920 million (Previous year Nil)

FIXED ASSETS

• Building
• Plant and equipment
• Computers
• Office equipment
• Furniture and fixtures
• Air conditioners
• Studio equipment
• Vehicles
• Leasehold improvements
• Set top boxes
• IRD boxes

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.66.37
UK Pound	1	Rs.98.91
Euro	1	Rs.72.84

INFORMATION DETAILS

Information Gathered by :	SPR
Analysis Done by :	KAS
Report Prepared by :	SUJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILITY	1~10	-
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		26

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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