MIRA INFORM REPORT

Report No. :	352145
Report Date :	30.11.2015

IDENTIFICATION DETAILS

Name :	SHEMAROO ENTERTAINMENT LIMITED
Registered Office :	Shemaroo House, Plot No. 18, Marol Co-Operative, Industrial Estate, Off. Andheri Kurla Road, Andheri East, Mumbai – 400059, Maharashtra
Tel. No.:	91-22-28529911 / 40319911
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	23.12.2005
Com. Reg. No.:	11-158288
Capital Investment / Paid-up Capital :	Rs. 271.822 Million
CIN No.: [Company Identification No.]	L67190MH2005PLC158288
IEC No.:	0308053354
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAJCS7151G
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The subject is involved in the content aggregation and distribution for broadcasting on television platforms, including satellite, terrestrial, and cable televisions; and new media platforms comprising mobile, Internet, direct to home, and other applications.
No. of Employees :	340 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (56)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	The subject is an established company incorporated in the year 2005. It is a content aggregator and distributor in the television, new media and home entertainment segment. The company also provides post production services on a small scale. Further, it has also produced 5 movies till date. The company is listed on the Bombay and National Stock Exchanges since October 1, 2014. Rating takes into consideration strong financial risk profile of the company marked by adequate networth base and comfortable gearing in FY15. Further the company has reported significant increase in sales turnover and profit along with decent profit margin of nearly 12% in the year under consideration. Trade relations are fair. Business is active. Payment terms are reported to be regular and as per the commitments. In view of long track record of business operations along with decent financial condition, the company can be considered for business dealings with 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.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term Rating (A-)
Rating Explanation	Adequate degree of safety and low credit risk.
Date	January 07, 2015

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 DECLINED

Management Non-Cooperative (Tel No.: 91-22-28529911 / 40319911)

LOCATIONS

Registered Office :	Shemaroo House, Plot No. 18, Marol Co-Operative, Industrial Estate, Off. Andheri Kurla Road, Andheri East, Mumbai – 400059, Maharashtra
Tel. No.:	91-22-28529911 / 40319911
Fax No.:	91-22-40319794
E-Mail :	tax@shemaroo.com
Website :	http://www.shemarooent.com

DIRECTORS

As on 31.03.2015

Name :	Mr. Vasanji Asaria Mamania
Designation :	Director
Address :	301, Mangal Swagat,New Kantwadi Road, Off Perry Road, Bandra (West), Mumbai - 400050, Maharashtra, India
Date of Appointment :	29.08.2011
DIN No.:	00013071
Name :	Mr. Gnanesh Dungarshi Gala
Designation :	Director
Address :	Lakheni, 21st Floor, K. M. Munshi Marg, Chowpatty, Mumbai - 400007, Maharashtra, India
Date of Appointment :	29.08.2011
DIN No.:	00093008
Name :	Mr. Raman Hirji Maroo
Designation :	Managing Director
Address :	Woodlands, 21/22 Floor, 67, Peddar Road, Mumbai - 400026, Maharashtra, India
Date of Appointment :	23.12.2005
DIN No.:	00169152
Name :	Atul Hirji Maru
Designation :	Managing Director
Address :	51, 25th Floor, Ushakiran Chs, 15, Carmichel Road, Mumbai, 400026, Maharashtra, India
Date of Appointment :	23.12.2005
DIN No.:	00169264
Name :	Mr. Buddhichand Hirji Maroo
Designation :	Director
Address :	Mount Pleasant, 14th and 15th Floors, 586A, Lady Jahangir Road, Five Gardens, Matunga, Mumbai - 400019, Maharashtra, India
Date of Appointment :	26.05.2008
DIN No.:	00169319
Name :	Mr. Jai Buddhichand Maroo
Designation :	Director
Address :	14th And 15th Floor, Mount Pleasant, 586 A, Lady Jehangir Road, Five Gardens, Mumbai - 400019, Maharashtra, India
Date of Appointment :	26.05.2008
DIN No.:	00169399
Name :	Mr. Shashidhar Narain Sinha
Designation :	Director
Address :	13, 905-906, Indradarshan Phase Ii, Oshiwara, Andheri (W), Mumbai - 400053, Maharashtra, India
Date of Appointment :	29.08.2011
DIN No.:	00953796
Name :	Mr. Hiren Uday Gada
Designation :	Whole-Time Director
Address :	1101 Shree Nidhi, 76, Bhaudaji Road, Matunga (C R), Mumbai - 400019, Maharashtra, India
Date of Appointment :	26.05.2008
DIN No.:	01108194
Name :	Mr. Kirit Vishanji Gala
Designation :	Director
Address :	161-162, Tarangan I, Shahid Mangal Pande Road, Opp. Nitin Casting, Thane - 400606, Maharashtra, India
Date of Appointment :	29.08.2011
DIN No.:	01540274
Name :	Ms. Reeta Bharat Shah
Designation :	Director
Address :	A 1301, Shiv Koliwada Chs, Opp. Croma, Sion (East), Sion, Mumbai - 400022, Maharashtra, India
Date of Appointment :	28.03.2015
DIN No.:	07141304

KEY EXECUTIVES

Name :	Mr. Ankit Singh
Designation :	Company Secretary And Compliance Officer
Address :	9/16 Blossom Society, Marol Military Road, Marol Maroshi, Andheri (E), Mumbai - 400059, Maharashtra, India
Date of Appointment :	23.12.2010
PAN No.:	BRVPS2128E
Name :	Mr. Hiren Uday Gada
Designation :	Chief Finance Officer
Address :	1101 Shree Nidhi, 76 , Bhaudaji Road, Matunga (C R), Mumbai - 400019, Maharashtra, India
Date of Appointment :	29.05.2014
PAN No.:	AAGPG7553E

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
		As a % of (A+B)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	16069080	59.12
Sub Total	16069080	59.12
(2) Foreign
Bodies Corporate	1822840	6.71
Sub Total	1822840	6.71
Total shareholding of Promoter and Promoter Group (A)	17891920	65.82
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	772265	2.84
Financial Institutions / Banks	4703	0.02
Foreign Institutional Investors	2350000	8.65
Sub Total	3126968	11.50
(2) Non-Institutions
Bodies Corporate	1776577	6.54
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	1484982	5.46
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1420132	5.22
Any Others (Specify)	1481660	5.45
Clearing Members	72478	0.27
Non Resident Indians	180999	0.67
Trusts	101264	0.37
Others	336400	1.24
Directors & their Relatives & Friends	50636	0.19
Hindu Undivided Families	194359	0.72
Others	545524	2.01
Sub Total	6163351	22.67
Total Public shareholding (B)	9290319	34.18
Total (A)+(B)	27182239	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1)	0	0.00
(2)	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	27182239	0.00

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

.	Name of the Shareholder	Details of Shares held		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)
1	ATUL HIRJI MARU	48,09,520	17.69	17.69
2	RAMAN HIRJI MAROO	48,09,520	17.69	17.69
3	BUDHICHAND HIRJI MAROO	35,75,320	13.15	13.15
4	TECHNOLOGY AND MEDIA GROUP PTE LIMITED	18,22,840	6.71	6.71
5	HIREN UDAY GADA	16,40,520	6.04	6.04
6	JAI BUDDHICHAND MAROO	12,34,200	4.54	4.54
	Total	1,78,91,920	65.82	65.82

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	COPTHALL MAURITIUS INVESTMENT LIMITED	2100000	7.73	7.73
2	HDFC TRUSTEE COMPANY LTD - HDFC CORE AND SATELLITE FUND	368191	1.35	1.35
3	BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE PURE VALUE FUND	340255	1.25	1.25
4	TATA INVESTMENT CORPORATION LIMITED	300000	1.10	1.10
5	CREDIT SUISSE (SINGAPORE) LIMITED	274000	1.01	1.01
	Total	3382446	12.44	12.44

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

. 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	COPTHALL MAURITIUS INVESTMENT LIMITED	2100000	7.73	7.73
	Total	2100000	7.73	7.73

Details of Locked-in Shares

Sl. No.	Name of the Shareholder	No. of Shares	Locked-in Shares as % of Total No. of Shares
1	AJAY DILKUSH SARUPRIA	76,000	0.28
2	AMI ATUL BHARANI	10,000	0.04
3	ANIL SHAH	50,636	0.19
4	ANTIQUE FINANCE PRIVATE LIMITED	30,400	0.11
5	ATUL HIRJI MARU	48,09,520	17.69
6	ATUL SHAMJI BHARANI	10,000	0.04
7	BIPIN GANSHI DHAROD	41,040	0.15
8	BUDHICHAND HIRJI MAROO	35,75,320	13.15
9	CHETAN R SHAH	5,000	0.02
10	FLORA PROJECTS CONSULTANCY PVT LTD	50,636	0.19
11	GIAN FINANCE LTD	25,316	0.09
12	GOLDEN FUTURE INVESTMENTS PRIVATE LTD	1,01,272	0.37
13	HARAKHCHAND KHIMJI GADA	32,840	0.12
14	HEMANT RAVJI KARANI	65,640	0.24
15	HIREN UDAY GADA	16,40,520	6.04
16	INTELLIVEST INDIA PRIVATE LIMITED	10,124	0.04
17	JAGRUTI JAYESH MEHTA	5,064	0.02
18	JAI BUDDHICHAND MAROO	12,34,200	4.54
19	JAYESH ARVIND PAREKH	1,53,308	0.56
20	KAMLESH NEMICHAND GUPTA	25,316	0.09
21	LATA IYER	50,636	0.19
22	LEENA NILESH BHARANI	10,000	0.04
23	MAHENDRA CHAMPSHI MARU	50,636	0.19
24	MAHENDRA G CHHEDA	1,01,272	0.37
25	MARU KETAN	82,040	0.30
26	NAVIN MULJI SHAH	50,636	0.19
27	NIKHIL PRATAPRAI GANDHI FAMILY TRUST	1,01,264	0.37
28	NILESH SHAMJI BHARANI	10,000	0.04
29	PRASHANT DESAI	50,632	0.19
30	RADHIKA HOTELS PVT LTD	1,66,856	0.61
31	RAMAN HIRJI MAROO	48,09,520	17.69
32	RAMILA A BHARANI	10,000	0.04
33	RUPAL K MEHTA	50,000	0.18
34	SANJAY DAMJI SHAH	11,140	0.04
35	SANJAY R KOHLI	316	0.00
36	SANJAY RAMESH KOHLI	25,000	0.09
37	SANTOSH DESAI	50,632	0.19
38	SHAAN REALTORS PRIVATE LTD	1,01,272	0.37
39	SURPLUS FINVEST PRIVATE LIMITED	50,000	0.18
40	TECHNOLOGY AND MEDIA GROUP PTE LIMITED	18,22,840	6.71
41	TRIPLE COM MEDIA PVT LTD	50,636	0.19
42	VASANJI A MAMANIA	50,636	0.19
43	VIJAY LAXMINARAYAN BIYANI	50,632	0.19
44	VIJAY MISQUITTA	25,316	0.09
45	VINOD RAVJI KARANI	1,14,840	0.42
	Total	1,98,48,904	73.02

BUSINESS DETAILS

Line of Business :	The subject is involved in the content aggregation and distribution for broadcasting on television platforms, including satellite, terrestrial, and cable televisions; and new media platforms comprising mobile, Internet, direct to home, and other applications.
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 :

• Bank of India
• The Shamroa Vithal Co-op. Bank Limited
• N.K.G.S.B. Co-op. Bank Limited
• Export Import Bank of India
• HDFC Bank Limited
• Deutsche Bank A.G.

Facilities :

Secured Loan	31.03.2015 (Rs. in Million)	31.03.2014 (Rs. in Million)
Long-term Borrowings
Term loans from Bank	3.215	0.886
Film Financing	0.000	100.000
Short-term borrowings
(a) Working Capital Loans from Banks	666.291	962.576
(Secured by hypothecation of stock, book debts and collaterally secured by mortgage of property owned by the company and personal guarantee of some of the directors of the company]
Total	669.506	1063.462
Note Nature of Security and terms of repayment for Long Term secured borrowings: Nature of Security Term loans from bank amounting to Rs. 3.215 Million (March 31, 2014: Rs. 0.886 Million) is secured by hypothecation of the motor vehicles against which loan has been taken. Film Financing from bank amounting to Rs. NIL lacs (March 31, 2014: Rs. 100.000 Million) is secured by first charge on all tangible and intangible assets at present and future, all revenues and receivables of the specified film negatives and personal guarantee of two promoter directors. Terms of Repayment Repayable in equal monthly installments commencing as per repayment schedule of the bank. Repayment to be made on or before the release of the specified film, but not later than 24 months from the date of first advance.

Auditors :
Name :	M.K. Dandeker and Company Chartered Accountants
Address :	No. 244 (Old No. 138), Angappa Naicken Street, 2^nd Floor, Chennai – 600001, Tamilnadu, India
Tel. No.:	91-44-25222100
Fax No.:	91-44-25220721
E-Mail :	dandeker@vsnl.com dandeker@eth.net
Branches :	Bangalore Hyderabad Mumbai
INTERNAL AUDITORS :	Mahajan and Aibara
STATUTORY AUDITORS :	M. K. Dandeker and Company
SECRETARIAL AUDITORS:	Manish Ghia and Associates
Memberships :	Not Available
Collaborators :	Not Available
Subsidiaries :	Shemaroo Entertainment INC, USA Shemaroo Entertainment (UK) Private Ltd. Shemaroo Films Private Limited
Associate Company:	Shemaroo Holdings Private Limited Think Walnut Digital Private Limited Technology and Media Group PTE. Limited Taurean Estate Development LLP Braj Holdings Pte. Limited Vistaas Digital Media Private Limited

CAPITAL STRUCTURE

As on 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs.10/- each	Rs.300.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
27182239	Equity Shares	Rs.10/- each	Rs.271.822 Million

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10 per share. Each shareholder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval of shareholders, except in case of interim dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

i) The reconciliation of the number of shares outstanding is set out below:

Particulars	As at March 31, 2015
	Number	Rs. in Million
Shares outstanding at the beginning of the year	19,848,904	198.489
Shares Issued during the year	7,333,335	73.333
Shares outstanding at the end of the year	27,182,239	271.822

ii) Details of shareholders holding more than 5% shares:

Particulars	As at March 31, 2015
Equity	No. of Shares held	% of Holding
Mr. Raman Maroo	48,09,520	17.69%
Mr. Atul Maru	48,09,520	17.69%
Mr. Buddhichand Maroo	35,75,320	13.15%
Technology And Media Group Pte. Ltd.	18,22,840	13.15%
Mr. Hiren Gada	16,40,520	6.04%
Mr. Jai Maroo	--
Copthall Mauritius Investment Limited	23,40,000	8.61%
Total Shareholding	1,89,97,720	69.89%

iii) For the period of five years immediately preceding the date as at which the Balance Sheet is prepared :

a) Aggregate number of shares alloted as fully paid-up pursuant to the contracts without payment being received in cash is NIL

b) 1,48,86,678 equity shares were issued as bonus on August 29, 2011 in the ratio of 3:1 and 41,10372 equity shares were issued as bonus on March 26, 2011 in the ratio of 9:1.

c) Aggregate number of shares bought back is NIL

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	271.822	198.489	198.489
(b) Reserves & Surplus	2939.579	1576.038	1309.240
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	3211.401	1774.527	1507.729
(3) Non-Current Liabilities
(a) long-term borrowings	3.215	100.886	2.423
(b) Deferred tax liabilities (Net)	68.262	84.790	50.755
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	5.400	6.221	4.530
Total Non-current Liabilities (3)	76.877	191.897	57.708
(4) Current Liabilities
(a) Short term borrowings	1054.084	1411.453	1099.158
(b) Trade payables	174.408	297.522	89.866
(c) Other current liabilities	337.478	366.737	186.865
(d) Short-term provisions	76.615	89.215	42.545
Total Current Liabilities (4)	1642.585	2164.927	1418.434
TOTAL	4930.863	4131.351	2983.871
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	287.000	331.794	342.521
(ii) Intangible Assets	7.999	9.274	8.022
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	1.319
(b) Non-current Investments	200.235	120.235	119.935
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	71.322	61.118	8.224
(e) Other Non-current assets	0.450	0.450	0.450
Total Non-Current Assets	567.006	522.871	480.471
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	2878.851	1980.110	1464.674
(c) Trade receivables	1270.092	1398.818	742.433
(d) Cash and cash equivalents	23.394	5.949	10.068
(e) Short-term loans and advances	191.520	201.939	271.556
(f) Other current assets	0.000	21.664	14.669
Total Current Assets	4363.857	3608.480	2503.400
TOTAL	4930.863	4131.351	2983.871

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2015	31.03.2014	31.03.2013
	SALES
	Revenue from Operations	3234.477	2633.370	2133.204
	Other Income	12.572	7.332	13.484
	TOTAL (A)	3247.049	2640.702	2146.688
Less	EXPENSES
	Direct Operational Expenses	2927.163	2185.802	1761.505
	Purchases of Stock-in-Trade	0.000	0.000	0.000
	Changes in inventories	(898.741)	(515.436)	(495.490)
	Employees benefits expense	179.196	179.401	159.354
	Other expenses	150.349	126.077	134.007
	TOTAL (B)	2357.967	1975.844	1559.376
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	889.082	664.858	587.312
Less	FINANCIAL EXPENSES (D)	212.072	192.280	183.079
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	677.010	472.578	404.233
Less/ Add	DEPRECIATION/ AMORTISATION (F)	36.747	29.627	29.809
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	640.263	442.951	374.424
Less	TAX (H)	222.182	164.543	127.579
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	418.081	278.408	246.845
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD (K)	1004.908	707.900	478.800
Less	APPROPRIATIONS
	Transfer to General Reserve	(10.500)	(7.000)	(6.200)
	Dividend	(32.600)	(9.900)	(9.900)
	Tax on Dividend	(6.600)	(1.700)	(1.700)
	Total (M)	(49.700)	(18.600)	(17.800)
	Balance Carried to the B/S (J+K+L-M)	1472.689	1004.908	743.445
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	175.516	150.915	107.014
	TOTAL EARNINGS	175.516	150.915	107.014
	IMPORTS
	Components and Stores parts	0.111	0.126	2.501
	TOTAL IMPORTS	0.111	0.126	2.501
	Earnings / (Loss) Per Share (Rs.)	17.73	14.03	12.44

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt	2.632	1.537	1.947
Cash generated from operations	(23.164)	(90.609)	61.141
Net cash flow from operating activity	(297.236)	(175.309)	(11.036)

QUARTERLY RESULTS

Particulars	June 2015	September 2015
Audited / Unaudited	Unaudited	Unaudited
Net Sales	776.300	934.500
Total Expenditure	534.000	696.900
PBIDT (Excl OI)	242.300	237.600
Other Income	5.300	7.600
Operating Profit	247.600	245.200
Interest	53.000	46.900
Exceptional Items	NA	NA
PBDT	194.600	198.300
Depreciation	8.900	9.000
Profit Before Tax	185.700	189.300
Tax	65.500	73.000
Provisions and contingencies	NA	NA
Profit After Tax	120.200	116.300
Extraordinary Items	NA	NA
Prior Period Expenses	NA	NA
Other Adjustments	NA	NA
Net Profit	120.200	116.300

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	12.93	10.57	11.57
Operating Profit Margin (PBIDT/Sales)	(%)	27.49	25.25	27.53
Return on Total Assets (PBT/Total Assets}	(%)	13.53	11.04	13.08
Return on Investment (ROI) (PBT/Networth)		0.20	0.25	0.25
Debt Equity Ratio (Total Debt /Networth)		0.33	0.85	0.73
Current Ratio (Current Asset/Current Liability)		2.66	1.67	1.76

STOCK PRICES

Face Value	Rs.10/-
Market Value	Rs.269.50/-

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	198.489	198.489	271.822
Reserves & Surplus	1309.240	1576.038	2939.579
Net worth	1507.729	1774.527	3211.401
long-term borrowings	2.423	100.886	3.215
Short term borrowings	1099.158	1411.453	1054.084
Current Maturities Of Long-Term Debts	1.947	1.537	2.632
Total borrowings	1103.528	1513.876	1059.931
Debt/Equity ratio	0.732	0.853	0.330

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	2133.204	2633.370	3234.477
		23.447	22.827

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	2133.204	2633.370	3234.477
Profit	246.845	278.408	418.081
	11.57%	10.57%	12.93%

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	Yes
17	Details of sister concerns	No
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 two years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last two 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	Yes
35	Negative Reporting by Auditors in the Annual Report	No

UNSECURED LOAN

Unsecured Loan	31.03.2015 (Rs. in Million)	31.03.2014 (Rs. in Million)
Short-term borrowings
Bank overdraft	211.165	113.857
Loans and Advances
- Directors	103.428	37.545
- Inter Corporate Deposits	73.200	180.300
- Related Parties	0.000	1.575
- Others	0.000	115.600
Total	387.793	448.877

BUSINESS OVERVIEW

a. Shemaroo’s role in a movie life cycle:

Theatrical, Television and overseas release generate ~90- 95% of the revenues in the first cycle of launch, where

Shemaroo is not typically present. In the first cycle, Shemaroo is present in the ancillary revenue streams like New Media and Home Video movie distribution, which contribute towards the remaining 5% to 10% of the revenues.

Shemaroo typically participates in the second and subsequent cycles of film monetization. These subsequent cycles of film monetization have been typically growing due to various factors like increasing advertisement spending, digitization and growth in niche movie channels etc. There is a lower risk in these cycles due to visibility of performance of the movie during first cycle of launch. Shemaroo decides on the cost of the content after it is confident of achieving the desired return on Investment at a portfolio level. Shemaroo then distributes this content over different platforms like Broadcasting channels, New Media platforms like YouTube.com and others.

b. Business Model:

Distribution (Monetization Platforms):

Ÿ. New Media:

Media consumption pattern has dramatically changed over the last few years with rising mobile and internet penetration and emergence of newer distribution platforms due to digitization. Internet and Mobile Platforms, Digital Cable, DTH, IPTV etc., are changing the very fabric of this ever evolving industry. Shemaroo has been a thought leader in the transformation of the industry from the physical format to the digital format.

Shemaroo is a content provider to leading internet entertainment destinations like YouTube, Spuul, Apple iTunes, Google Play etc. and several other services like internet connected televisions, internet connected set top boxes and applications running on mobile devices. We have also been working closely with telecom operators like Airtel, Tata Teleservices, Reliance Communication, Idea, etc. to ensure adequate distribution and marketing of our products which includes caller ring back tones, wallpapers, imagery, videos, games, full songs, celebrity chats, amongst others. We are extracting quality and consumable videos from our huge library of films as well as aggregating content from other players. At Rs 43500.000 Million in advertising and over 40 per cent growth rate, digital is now big enough to merit serious attention.

Ÿ. Traditional Media:

Broadcast syndication rights to television channels continues to be one of our major revenue generating activities contributing more than 50% of our revenue in each of last five years. Over the last five years, we have distributed more than 1000 films for broadcasting on television networks.

Film broadcasting is one the most popular programming formats on television and continues to be one of the major revenue drivers for television channels. There is an ever increasing demand for compelling content with a steady increase in the number of new television channels as well as niche Hindi movie channels commanding a strong viewership share of 17%, in Hindi speaking market, second only to Hindi GEC’s. However, with only 200-250 Hindi films released each year, of which the ratio of successful films is limited, there is a shortage of content.

Cable television licensing is another revenue stream wherein an increasing number of cable operators are licensing rights of our content. Apart from Cable Television, we also license content for broadcasting on terrestrial television network.

The home video vertical has been the face of our Company for decades and has helped build the “Shemaroo” brand. We have a product presence across 2,000+ retails stores across 75+ towns and cities (Planet M, Music World, Crossword, Landmark, Reliance Retail, etc). In addition to this, we have distributed Indian movies across the globe through various distribution platforms due to the growing demand amongst both ethnic and non-ethnic audiences abroad. We also license airborne rights of our content for in-flight entertainment to a number of airlines.

YouTube: A case study of New Media Business Shemaroo was one of the first few companies in India to partner with YouTube by providing content to be shown on their online platform. Today, we have over 30 channels on YouTube, which attracts over 70 million monthly views, which has increased from less than 10 million views a few years ago. One of our most viewed and popular channels ‘Filmi Gaane’ has seen phenomenal growth over the years and has over 500,000 subscribers. This huge base of subscribers has catapulted Shemaroo into the list of top 10 most viewed channels on YouTube. YouTube has recently launched a feature that allows users to download the videos and watch them offline on mobile devices for 48 hours, which will help us monetize our content more efficiently, by allowing users to move past the challenges of data connection, speed and cost to enjoy buffer free experience in watching videos.

MANAGEMENT DISCUSSION & ANALYSIS

Global Economy Overview:

Global Economic growth in 2014 was little subdued, continuing a pattern of disappointing growth over the past several years. Growth picked up only marginally in 2014, to 2.6 percent, from 2.5 percent in 2013. Geographical break-down of these headline numbers show increasingly divergent trends in major economies.

While activity in the United States and the United Kingdom has gathered momentum due to the revival in labour market condition along with the fact that monetary policy remains extremely accommodative, the recovery has been muted in the Euro Area and Japan as legacies of the financial crisis linger, intertwined with structural bottlenecks.

China is expected to see a growth slowdown as a result of structural reforms and a sustained housing crisis. Disappointing growth in other developing countries in 2014 clearly shows the weak external demand. Moreover, domestic policy tightening, political uncertainties and supply-side constraints were other key factors causing the growth to slow-down.

India appears to be on a steady growth path as a result of macroeconomic reforms pursued by the new government, increasing foreign investments, booming business confidence, and easing inflation. India is expected to experience the highest growth in 2015 amongst the BRICS countries. The growth outlook for other BRICS countries remains subdued.

Russia’s economic growth has been severely hurt as a result of sanctions imposed by the United States (US) and the European Union (EU) and low oil prices. The country is expected to enter recession in 2015. Weak growth is expected in South Africa and Brazil as well.

Several major forces are driving the global outlook: soft commodity prices; persistently low interest rates but increasingly divergent monetary policies across major economies; and weak world trade. In particular, the sharp decline in oil prices since mid-2014 will support global activity and help offset some of the headwinds to growth in oil-importing developing economies. However, it will dampen growth prospects for oil-exporting countries, with significant regional repercussions.

Overall, global growth is expected to rise moderately, to 3.0 percent in 2015, and average about 3.3 percent through 2017. High-income countries are likely to see growth of 2.2 percent in 2015-17, up from 1.8 percent in 2014, on the back of gradually recovering labour markets, subsiding fiscal consolidation, and still-low financing costs. In developing countries, as the domestic headwinds that held back growth in 2014 ease and the recovery in highincome countries slowly strengthens, growth is projected to gradually accelerate, rising from 4.4 percent in 2014 to 4.8 percent in 2015 and 5.4 percent by 2017. Lower oil prices will contribute to diverging prospects for oil-exporting and -importing countries, particularly in 2015.

Source: (International Monetary Fund, World Economic Outlook — Recovery Strengthens, Research & Markets, Business Wire)

Indian Economy Overview:

India has become one of the most attractive destinations for investment owing to favourable government policies and reforms in the past few months. The approval of foreign direct investment (FDI) in several sectors has allowed investments to pour into the economy. According to the data provided by Department of Industrial Policy and Promotion (DIPP), the cumulative amount of FDI inflows in the country in the period April 2000-September 2014 was US$ 345,073 million.

The International Monetary Fund (IMF) estimated that the country’s economy is likely grow at 7.2% in FY15 and will exceed combined total of Japan and Germany by 2019. Using India’s new GDP series, the IMF expects growth to pick up to 7.2% this fiscal year and accelerate further to 7.5% next year, making India the fastest growing large economy in the world.

Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products. Engineering and research and development (ER&D) export revenue from India is expected to reach US$ 37-45 billion by 2020, from an estimated US$ 12.4 billion in FY14, according to Nasscom.

Furthermore, the US$ 1.2 trillion investment that the government has planned for the infrastructure sector in the 12th Five-Year Plan is set to help in further improving the export performance of Indian companies and the Indian growth story, which will consequently improve the overall Indian economy.

According to the renowned rating agency Fitch, India is the only BRIC country, where growth will accelerate, to 8% in FY16 and 8.3% in FY17, based on revised data series. The agency’s earlier forecasts were 6.5% for 2015-16 and 6.8% for 2016-17, based on the old series.

A plenty of policy initiatives taken by the new Government is likely to have a positive effect on real GDP growth, including structural reforms and some fiscal and monetary policy loosening. However, the impact of such measures takes time to show up in higher growth.

Globally, Fitch expects GDP to grow by 2.7% in FY16 and 3% in FY17, up from an estimate of 2.5% in FY15. Growth will accelerate in 2015-16 in all of the three largest advanced economies for the first time since 2010, while emerging markets will continue to slow, due primarily to recession in Russia and Brazil and the structural adjustment in China. Source: (IBEF, International Monetary Fund, World Economic Outlook Recovery Strengthens, Fitch rating Agency)

Media and Entertainment Industry:

The Indian Media & Entertainment (M&E) industry is expected to grow at a CAGR of 13.9%, to grow from INR 1,026 bn in 2014 to reach INR 1,964 bn by 2019, a growth rate that is almost double that of the global M&E industry.

The television segment dominates the entertainment industry, accounting for 45% of the market share in terms of revenues, which is expected to grow further to 50% by 2018. Digitization of cable, along with changing consumer preferences for ‘type of content’ and ‘medium of content consumption’, will drive growth in the coming years. At the same time, traditional media continued to exhibit healthy growth rates, with the television sector continuing on its path of cable digitization, advertising across media buoyed by general election spends, and the emergence of e-commerce as a significant new category. The growth in popularity of digital media continued to surge in 2014 with a significant growth in digital advertising of 44.5% over 2013. Digital media growth is expected to be the strongest in coming years with an expected 5 year CAGR of more than 30%.

Entry restrictions for foreign companies have also been relaxed and Foreign Direct Investment (FDI) caps have been recently increased in key sectors, including Direct-To-Home (DTH) and radio. Mandatory digitization of the country’s TV distribution infrastructure has spurred the growth of digital cable and DTH, and created the need for these companies to fund their expansion.

Companies that understand and adapt to the economic and social fabric of the country’s operating environment and that invest in tailored content and services are likely to maximize their success.

TRADITIONAL MEDIA:

Growth in Traditional Media:

It is estimated that the value of the television industry in India is estimated at around INR 475 bn in 2014, and is expected to grow at a CAGR of 15.5% to reach around INR 975 bn by 2019. In terms of number of TV households, India is ranked second only to China with 168 mn TV households in total – representing a 61% penetration. Of these 168mn TV households, around 139mn (or 82% of total) are paid Cable & Satellite (C&S) subscribers. Over the next four years, paid C&S subscribers are expected to grow to 175 mn, implying a 90% household penetration.

In addition to growth in subscribers, the subscription revenue is expected to grow at an annualized rate of 16% for the next few years. This growth rate is expected to outperform the 14% growth rate that is expected from advertising revenue.

This growth in traditional media would result in an increase in demand for content across genres ultimately benefitting the content owners.

Digitization of Traditional Media:

A major factor contributing to this growth is the on-going digitization of C&S households which began in October

2012 when the Government of India launched the Digital Addressable System (DAS) ordinance. DAS would enable consumers to access an increased number of channels, along with high-quality video and audio content. DAS has been designed to be rolled out in four phases across the country of which two have been completed (see table).

However, the resultant increase in the much-awaited addressability, improvement in economics, and increase in monetisation for Multi System Operators (MSOs) and broadcasters continued to dodge the industry in 2014. Moreover, larger geographical spread of Phase III and IV cities coupled with shortage of funding requirements and low potential for Average Revenue per User (ARPUs) is expected to make it more challenging for the DAS rollout in these phases. Hence, the Ministry of Information Broadcasting (MIB) has extended the deadlines for implementation of Phase III and IV to 31st December, 2015 and 31st December 2016 respectively.

In the long run, the content owners would benefit from the digitization drive with an increase in number of channels and consequent increase in content demand.

Movie segment of Traditional Media:

Modernization of C&S households seems to be translating into moderation in the competition among broadcasters to acquire C&S rights of Hindi movies. As a result the upper limit for a single film deal has increased significantly from INR 200 mn to INR 750 mn, with broadcasters buying C&S rights before movie releases and in bulk deals.

In fact, production houses are now taking their films like 3 Idiots, Two States, Jodhaa Akbar etc. to new markets many years after their release in India. Jodhaa Akbar was one of the first Hindi movies to be viewed on Turkish television and on MBC (Middle East Broadcasting Centre). The Italian television network, Rai, used to premiere Hindi movies on weekends. Similarly, in Germany, Hindi movies found an audience on TV and home video. South Korean and German women love Indian movies and its stars. What’s more, even regional films are fast catching the fancy of Indians living abroad. More than a dozen movies in an array of languages Punjabi, Tamil, Telugu, Bhojpuri, Bengali and Marathi are scheduled for overseas launch this summer.

However, selecting which movie to air has become trickier due to lacklustre performance of some box office hits on television and bland performance of a few big budget movies. This has necessitated television broadcasters to become more strategic with their films acquisition budgets, significantly impacting the C&S rights of most films. While prices of A-category films continued to hold ground, the rest of the films took a beating either in terms of price or ability to sell the title. There were very few bulk deals and certain films, despite crossing INR 1 bn at the box office, were unable to find buyers. Nonetheless, industry experts remain optimistic on big budget movies, stressing that their C&S rights will still be bought but probably at a lower price.

Advertising Spending:

In television, advertising saw strong growth, driven by the positive shift in the macroeconomic environment, the general election spends, and the emergence of e-commerce as a significant new advertising spender, followed by mobile handset companies, while some of the traditional large advertisers such as FMCG and automobile saw renewed growth. The total TV advertising market is estimated to have grown at 14% last year and is expected to continue to grow at a similar pace until 2019. As per industry discussions, elections are expected to have contributed INR 4 bn to TV ad revenues in 2014, excluding which TV advertising grew 11% on a like-to-like basis. On the other hand, companies in the e-commerce space are said to have spent INR 7.5 bn to INR 10 bn on advertising across media, mostly on account of spends by popular private equity funded sites such as Flipkart, Snapdeal, Jabong, Olx, and Quickr.

Regulatory Concerns:

Telecom Regulatory Authority of India (TRAI) had passed a regulation in March 2013 that restricted advertisements to 12 minutes per hour while allowing for advertisements only during breaks of live sporting events, and prohibiting partial advertisements. It also required broadcasters to submit details of advertisements carried on their channels in a specified format to TRAI.

While several Hindi entertainment channels implemented the rule, the News Broadcasters Association (NBA), independent music channels and several regional broadcasters appealed against the TRAI’s order in the Delhi High Court. The Delhi High Court passed an interim order prohibiting the TRAI from taking any coercive action against channels not following the ad-cap regulations.

While the legal proceedings on implementation of the 12 min ad cap continued, the I&B minister’s statement that the government is not keen on implementing the ad cap came as welcome move for many broadcasters, especially those with ad-dependent business models.

2015 Outlook:

In 2015, advertising across media by e-commerce companies is expected to grow by 40%, backed by huge foreign investments, as they continue their customer acquisition spree. In 2015, automobile, BFSI, and mobile handset businesses are expected to perform better than in previous years and therefore increase ad spends on TV. The rate cut by the Reserve Bank of India (RBI) is expected to stimulate the banking and finance sector which will result in higher ad spend. Thus overall TV advertising is expected to grow at 13 % this year. The implementation of the viewership measurement system by Broadcast Audience Research Council (BARC) in 2015, will likely impact the way advertising spend is allocated among different genres and channels, due to inclusion of new markets and increase in sample size.

NEW MEDIA:

Internet in India:

The Internet in India took more than a decade to move from 10 million to 100 million users and three years to move from 100 to 200 million users. In 2014, there were 281 million Internet users in India and it is expected to reach 640 mn by 2019 – a CAGR of 18% (in contrast, TV viewership is expected to grow by a CAGR of 3% till 2019). Currently, India has the third largest Internet user base in the world but it is estimated that in near future India will overtake the US as the second largest user base after China. This rapid rate of adoption is fuelled by the availability of low-cost smart phones and dropping data plan tariffs. However, the internet penetration at about 19% is much lower compared to internet penetration across other countries. For around 93% of the respondents in urban India the primary use of Internet is search, followed by online communication and social networking. However, in rural India, entertainment is the primary reason for Internet usage, followed by communication and social networking.

A trend that is unique to India is that users who access the Internet only through a mobile or tablet device will constitute around 75% of new users and 55% of the aggregate user base in 2015, leading to increased demand for content that is optimized for a small screen. Presently, smart phone penetration in India is around 10%. This is much lower than average global smart phone penetration of 25%, allowing for a considerable upside. Also the 3G base in India grew by approximately 98% and touched an estimated 67 million in 2014.

Digital Video:

Content preferences are fast changing, thus requiring industry players to modify strategies accordingly as seen from shift towards regional content, HD content and innovative programming etc. There is a strong demand for flexibility in terms of timing, volume of content consumed and place of consumption.

Share of video in Internet data traffic is expected to rise from about 41% in FY2012 to 64% in FY2017. An increasing number of users appear to be accessing content via mobile handsets and tablets, as against PCs. In India, consumer Internet video traffic is expected to reach 1.4 Exabyte per month in 2017, up from 121 petabytes per month in 2012.

Currently 29% of smart phone owners in India are regular users of video/movies apps while 60% of smart phone users are likely to watch videos on mobile internet. As per research, mobile video traffic in India could reach 190 million GB per month by 2016, up from 22.7million GB per month in 2013. Growth drivers include wider range of content, increasing smart phone base and change in user behaviour resulting in higher streaming of video content. For instance, Indian smart phone users on average already spend 3 hours and 18 minutes daily on their smart phones compared to 2 hours and 8 minutes on TV.

YouTube continues to take the lion’s share of online video in India, accounting for more than 50% of all online videos watched. Given the low internet penetration and high data charges in India, YouTube has also recently enabled the feature to watch some videos offline on its mobile app for up to 48 hours after download.

While revenues from digital delivery of videos are still very small, the industry is not discounting the future potential and is making investments to capitalise on it. So far, monetization of on-demand content has been through advertising, but scope for subscription and pay-per-view revenues for premium, value-added and exclusive content is promising. In the medium term, as internet accessibility improves further, there will be increasing demand for customised and premium content in India.

Recent trends in New Media:

The online advertising market in India is estimated to be around INR 43.5 bn in 2014, which grew by around 44.5% over last year. Advertising by local as well as national players is on the rise on regional channels as regional channels are expected to grow at a faster pace than Hindi channels.

In digital media, the advertisers are readily opting for forced view format (in-stream) ads which have made the standard in-stream ad format (5 seconds skip able short ads placed before, in between or post the actual video) the most preferred medium, attracting major share of the overall video ads revenue. For categories like FMCG, consumer durables, electronic gadgets and even Bollywood, releasing only television commercials (TVCs) without anything for digital media has become a thing of the past.

Video has outperformed all the other online ad formats by garnering the highest CAGR of 56% (2012-2014), leading to spend of INR 330 cr in 2014 and is expected to grow as marketers sentiment are shifting positively towards online video portals, that give higher engagement, visibility, and add to brands’ recall value.

Future Outlook:

Even as competition is heating up among the existing players in the digital video space, there are several other players waiting in the wings: Amazon plans to launch music, video, and video streaming services in 2015, Reliance Jio is also expected to launch an on-demand content platform along with its 4G launch, RelaTv – a joint venture between Relativity Media and B4U – will launch a digital streaming platform, etc.

While traditional broadcasters and films producers are trying to port TV content and movies to digital, the emergence of made-for-internet content, with some independent content creators creating a large and loyal audience. This has coincided with the emergence of Multi-Channel Networks (MCNs) in India. MCNs are entities that affiliate with multiple channels on video platforms such as YouTube and offer assistance to the channels in many areas such as product, programming, funding, cross-promotion, and partner and audience development. MCNs basically help independent content creators to create differentiated content, achieve significant distribution of this content on various video platforms and enable content owners to monetise their content by providing advertisers reach in the targeted demographic for their brands.

For all the convenience and flexibility of streaming content on to smart phones and tablets, the viewing experience on a high-definition large screen TV will likely remain unmatched. While smart TVs are one way for consumers to watch on-demand content on TVs, globally the market is shifting towards over-the-top (OTT) devices/Internet settop- boxes (STBs). Overall, with the emergence of multiple platforms in the digital video space, increase in the internet & broadband reach, there is bound to be an increase in overall content demand which is a healthy sign for the content owners.

REVIEW OF OPERATIONS

During the year, the Standalone Revenue from Operations and Other Income increased to Rs. 3234.500 Million as against Rs. 2633.400 Million in the previous year and the

Your Company had a standalone growth with a Net Profit aftertax of Rs. 418.100 Million as compared to the Net Profit after tax of Rs. 278.500 Million in the previous financial year.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10580385	25/06/2015	450,000,000.00	State Bank of India	Industrial Finance Branch, Shivsagar Estate, 1st  floor, Worli, Mumbai, Maharashtra - 400018, INDIA	C59122895
2	10580989	25/06/2015	450,000,000.00	State Bank of India	Industrial Finance Branch, Shivsagar Estate, 1st  floor, Worli, Mumbai, Maharashtra - 400018, INDIA	C59389908
3	10309648	28/07/2015 *	1,000,000,000.00	NKGSB Co-Op. Bank Limited	LAXMI SADAN, 361, V. P. ROAD, GIRGAUM, MUMBAI, Maharashtra - 400004, INDIA	C60128782
4	10263294	28/07/2015 *	1,000,000,000.00	NKGSB Co-Op. Bank Limited	LAXMI SADAN, 361, V. P. ROAD, GIRGAUM, MUMBAI, Maharashtra - 400004, INDIA	C60038502

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)	934.500	776.300	1710.800
		b) Other Operating Income	--	-	-
	Total Income from Operations (Net)		934.500	776.300	1710.800
2	Expenses
	a)	Cost of Materials consumed	1135.100	926.500	2061.600
	b)	Changes in inventories of finished goods, work-in-progress and stock-in-trade	(543.100)	(470.900)	(1014.100)
	c)	Employee benefit expenses	58.600	44.400	103.000
	d)	Depreciation and amortization expense	9.000	8.900	17.900
	e)	Other expenses	46.300	34.000	80.400
	Total Expenses		705.900	543.000	1248.900
3		Profit /(Loss) from operations before other income, finance costs and exceptional items	228.600	233.300	461.900
4	Other Income		7.600	5.300	12.900
5	Profit /(Loss) from ordinary activities before finance costs and exceptional items		236.200	238.600	474.800
6	Finance Costs		46.900	53.000	99.900
7	Profit /(Loss) from ordinary activities after finance costs but before exceptional items		189.300	185.700	374.900
8	Exceptional Items		--	--	--
9	Profit /(Loss) from ordinary activities before tax		189.300	185.700	374.900
10	Tax Expense		73.000	65.500	138.500
11	Net Profit /(Loss) from ordinary activities after tax		116.300	120.200	236.400
12	Paid up equity share capital (Eq. shares of Rs.10/- each)		271.80	271.800	271.800
13	Reserve excluding revaluation reserves		--	--	--
14		Earnings per share (before/after extraordinary items) of Rs.10/- each
		Basic & Diluted	4.28	4.42	8.70
A		PARTICULARS OF SHAREHOLDING
1		Public Shareholding
		- No. of Shares	9290	9290	9290
		- Percentage of Shareholding	34.18%	34.18%	34.18%
2		Promoters and promoter group shareholding	17892	17892	17892
		a) Pledged/Encumbered
		- Number of shares	Nil	Nil	Nil
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	Nil	Nil	Nil
		- Percentage of shares (as a % of the total share capital of the Company)	Nil	Nil	Nil
		b) Non- encumbered
		- Number of shares	17892	17892	17892
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	100.00%	100.00%	100.00%
		- Percentage of shares (as a % of the total share capital of the Company)	65.82%	65.82%	65.82%

Particulars	Quarter Ended 30.09.2015
Pending at the beginning of the quarter	Nil
Received during the quarter	36
Disposed of during the quarter	36
Remaining unresolved at the end of the quarter	Nil

Note:

1. The above unaudited consolidated financial results, as reviewed by the Audit Committee of the Board, were approved and taken on record by the Board of Directors at their meeting held on 03rd November, 2015. Limited Review, as required under Clause 41 of Listing Agreement, has been carried out by the Statutory Auditors.

2. The above financial results are In accordance with the accounting policies followed by the Company in preparation of its statutory accounts.

3. There are no qualifications raised by the Auditors in the Limited Review Report

4. There are no separate reportable segments as per Accounting Standards (AS-17) - Segment Reporting.

5. EPS for quarter and half year ended 30th September, 2014 is taken on weighted average number of equity shares. The weighted average number of equity shares is calculated after considering allotment of equity shares on 27th September, 2014 on account of IPO.

6. Utilisation of funds raised through initial Public Offering (IPO) of equity shares to fund working capital requirements is as follows:

PARTICULARS	30.09.2015
Net Issue Proceeds	1200.000
Less: Issue Expenses paid up to 30.09.2015
Net Processing From IPO	1200.000
Amount utilized (to fund working capital requirement)	1200.000
Fund to be utilized	--

7. Previous periods – year figures g=have been regrouped / reclassified, wherever necessary to conform to classification of current period.

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	271.800
(b) Reserves & Surplus	3176.000
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	3447.900
(3) Non-Current Liabilities
(a) long-term borrowings	272.000
(b) Deferred tax liabilities (Net)	67.700
(c) Other long term liabilities	0.000
(d) long-term provisions	7.800
Total Non-current Liabilities (3)	347.500
(4) Current Liabilities
(a) Short term borrowings	1004.000
(b) Trade payables	537.800
(c) Other current liabilities	625.200
(d) Short-term provisions	84.700
Total Current Liabilities (4)	2251.700
TOTAL	6047.100
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	292.400
(ii) Intangible Assets	0.000
(iii) Capital work-in-progress	0.000
(iv) Intangible assets under development	0.000
(b) Non-current Investments	120.200
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	73.900
(e) Other Non-current assets	0.500
Total Non-Current Assets	487.000
(2) Current assets
(a) Current investments	0.000
(b) Inventories	3892.900
(c) Trade receivables	1215.900
(d) Cash and cash equivalents	32.300
(e) Short-term loans and advances	419.000
(f) Other current assets	0.000
Total Current Assets	5560.200
TOTAL	6047.100

CONTINGENT LIABILITIES:

(Rs. in million)

PARTICULARS	31.03.2015	31.03.2014
Disputed Direct Tax Demands	9.846	7.524
Disputed Indirect Tax Demands	15.515	16.101
Legal Cases against the company	23.500	22.748
Note: The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.

FIXED ASSETS

• Office Building*
• Plant & Machinery
• Furniture & Fixtures
• Motor Vehicle

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.66.55
UK Pound	1	Rs.100.67
Euro	1	Rs.70.87

INFORMATION DETAILS

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

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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		56

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.