MIRA INFORM REPORT

Report No. :	510845
Report Date :	29.05.2018

IDENTIFICATION DETAILS

Name :	DISNEY BROADCASTING (INDIA) LIMITED (w.e.f. 17.06.2015)
Formerly Known As :	UTV ENTERTAINMENT TELEVISION LIMITED (w.e.f. 05.11.2007) V AND S BROADCASTI NG LIMITED (w.e.f. 04.06.2007) V AND S BROADCASTI NG PRIVATE LIMITED
Registered Office :	1st Floor, Building No. 14, Solitaire Corporate, Park, Guru Hargovindji Marg, Chakala, Andheri (East) , Mumbai-400093, Maharashtra
Tel. No.:	91-22-61091000
Country :	India
Financials (as on) :	31.03.2017
Date of Incorporation :	28.04.2007
Com. Reg. No.:	11-170405
Capital Investment / Paid-up Capital :	INR 124.340 Million
CIN No.: [Company Identification No.]	U64200MH2007PLC170405
IEC No.: [Import-Export Code No.]	Not Divulged
TIN No.:	27380679030
GSTN : [Goods & Service Tax Registration No.]	27AACCV4782D1Z8
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AACCV4782D
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject is engaged in the business of Broadcasting of Entertainment Channels. [Registered Activity]
No. of Employees :	Not Divulged

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23^rd January 2017)

MIRA’s Rating :

A+

Credit Rating	Explanation	Rating Comments
A+	Low Risk	Business dealings permissible with low risk of default

Maximum Credit Limit :	USD 4800000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject was incorporated in the year 2007 and it is subsidiary of Disney Entertainment (India) Limited (formerly known as UTV Global Broadcasting Limited) and part of well-known Disney Group which is ranked at 52nd position at Fortune 500. The company is engaged in the business of broadcasting entertainment channels namely “UTV Movies”, Bindas Play”, Disney XD”, Disney Junior”, Disney International HD” and Disney Channel. As per the financial records of 2017, the company has achieved 4.92% growth in its revenue as compared to the previous year and has reported an average net profit margin of 3.28%. The company possesses sound financial position marked by healthy net worth base along with debt free balance sheet profile and acceptable liquidity position. The rating reflect company’s strong parentage and brand equity associated with the Disney Group, experienced management team drawn from parent and strong financial flexibility enjoyed by company by virtue of being part of Disney Group. Business is active. Payment seems to be regular. In view of aforesaid, the company can be considered for business dealings at usual trade terms and condition.

NOTES :

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

ECGC Country Risk Classification List

Country Name	Previous Rating (30.09.2017)	Current Rating (31.12.2017)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low Risk	A2
Moderately Low Risk	B1
Moderate Risk	B2
Moderately High Risk	C1
High Risk	C2
Very High Risk	D

EXTERNAL AGENCY RATING

NOT AVAILABLE

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 31-03-2018.

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 29.05.2018

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE TEL. NO.: 91-22-61091000]

LOCATIONS

Registered/ Corporate Office :	1st Floor, Building No. S 14, Solitaire Corporate, Park, Guru Hargovindji Marg, Chakala, Andheri (East) , Mumbai-400093, Maharashtra, India
Tel. No.:	91-22-61091000
Fax No.:	Not Available
E-Mail :	puneet.juneja@disney.com raviraj.parab@disney.com india.hr@disney.com
Website :	http://corporate.disney.in

DIRECTORS

AS ON: 31.03.2017

Name :

Mr. Bharati Harnam Panjwani

Designation :

Additional Director

Address :

B/07, Meghna Building, Plot No. 1045, Devidayal Nagar, R. P. Road, Mulund (West), Mumbai - 400080, Maharashtra, India

Date of Appointment :

09.03.2018

DIN No.:

06626442

Other Directorship:

CIN/FCRN	Company Name	Begin Date	End Date
U01403MH2008PLC180873	FIRST FUTURE AGRI & DEVELOPERS LIMITED	30/09/2013	-
U64200MH2007PLC170405	DISNEY BROADCASTING (INDIA) LIMITED	09/03/2018	-
U74940MH2009PLC193827	UTV TELE TALKIES LIMITED	27/09/2013	-
U74990MH2010PLC203033	UTV SUNLIT CONTENT LIMITED	27/09/2013	-
U92100MH2007PLC176534	SCREENSHOT TELEVISION LIMITED	30/09/2013	-
U92100MH2008PLC181941	RB ENTERTAINMENT LIMITED	27/09/2013	-
U92130MH2007PLC172196	UTV TV CONTENT LIMITED	27/09/2013	-

Name :

Mr. Vikrant Bajirao Pawar

Designation :

Additional Director

Address :

10, Merryland CHS LTD Dr. R.G. Thadani Marg, Worli, Mumbai - 400018, Maharashtra, India

Date of Appointment :

09.03.2018

DIN No.:

07962498

Name :

Mr. Abhishek Maheshwari

Designation :

Whole-time Director

Address :

A/802, Lodha Belissimo, N M Joshi Marg, Apollo Compound, Jacob Circle, Mahalaxmi , Mumbai-400011, Maharashtra, India

Date of Appointment :

01.07.2017

DIN No.:

01928397

Other Directorship:

CIN/FCRN	Company Name	Begin Date	End Date
U74999MH2003PTC149854	THE WALT DISNEY COMPANY (INDIA) PRIVATE LIMITED	30/06/2014	-

Name :

Mrs. Amrita Pradeepkumar Pandey

Designation :

Director

Address :

A/131, Nibbana Co-Op Hsg. Sco. Limited, Nargis Dutt Road, Pali Hill Road, Bandra [West], Mumbai-400050, Maharashtra, India

Date of Appointment :

12.04.2017

DIN No.:

06408180

KEY EXECUTIVES

Name :	Mrs. Sarika Pramod Joshi
Designation :	Company Secretary
Address :	'A' Wing, 501, Shree Ganasiddhi Vinayak, Dilip Gupte Road, Mahim (West), Mumbai-400016, Maharashtra, India
Date of Birth/Age :	20.06.1981
Qualification :	CS
Date of Appointment :	17.03.2015
PAN No.:	ADLPT3255C
Name :	Mr. Rajdeep Sunil Bordekar
Designation :	Chief Finance Officer
Address :	H-1801, Eternity Complex, Teen Hath Naka, Thane [West]-400604, Maharashtra, India
Date of Appointment :	17.11.2017
PAN No.:	AJKPB8036A

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON: 31.03.2017

Names of Shareholders	No. of Shares
Disney Entertainment (India) Limited	12434418
Monisha Shroff *	1
Auuraag Shroff *	1
Sujit Vaidya *	1
S Venkata Subramanian *	1
Charles Jacob *	1
Bharati Panjwani *	1
Total	12434424

Note: * Held as nominees of Disney Entertainment (India) Limited

AS ON: 18.12.2017

Equity Share Breakup	Percentage of Holding
Category
Promoters (Body corporate)	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of Broadcasting of Entertainment Channels.. [Registered Activity]

Products :

ITC Code No.	Product Descriptions
99846220	Television channel programs

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Divulged

Imports :

Not Divulged

Terms :

Selling :

Not Divulged

Purchasing :

Not Divulged

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	--
Contact Number:	--
Since how long known:	--
Maximum limit dealt:	--
Experience:	--
Remark	--

Customers :

Reference:	Not Divulged
Name of the Person (Designation):	--
Contact Number:	--
Since how long known:	--
Maximum limit dealt:	--
Experience:	--
Remark	--

No. of Employees :

Not Divulged

Bankers :

· AXIS Bank Limited

Credit Management Center, Unit No 6,Corporate Park, Chembur, Mumbai, Mumbai - 400071, Maharashtra, India

· HDFC Bank Limited

HDFC bank House Senapati Bapat Marg, Lower Parel West, Mumbai - 400013, Maharashtra, India

Financial Institutions:	· SICOM Limited Nirmal Building, 1st Floor, Nariman Point, Mumbai - 400021, Maharashtra, India
Auditors :
Name :	Price Waterhouse and Co Bangalore LLP Chartered Accountants
Address :	5th Floor, Tower D, The Mellenia 1 & 2, Murphy Road, Ulsoor, Bangalore-560008, Karnataka, India
Income-tax PAN of auditor or auditor's firm :	AADFP9359C
Memberships :	Not Available
Collaborators :	Not Available
Ultimate Holding Company:	The Walt Disney Company, United States
Holding Company :	Disney Entertainment (India) Limited [U32300MH2007PLC171337]
Intermediate Holding Companies :	The Walt Disney Company (Southeast Asia) Pte. Limited, Singapore UTV Software Communications Limited [U72200MH1990PLC056987] Disney Enterprises Inc. Wedco Global Ventures (Singapore) Pte. Limited TWDC SEA Holdings LLC
Fellow Subsidiary Companies :	Genx Entertainment Limited [U92142MH2007PLC167974] The Walt Disney Company (India) Private Limited Buena Vista International Inc. United Home Entertainment Private Limited [U92130MH2004PTC143978]

CAPITAL STRUCTURE

AS ON: 31.03.2017

Authorised Capital:

No. of Shares	Type	Value	Amount
21734700	Equity Shares	INR 10/- each	INR 217.347 Million

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
12434424	Equity Shares	INR 10/- each	INR 124.344 Million

FINANCIAL DATA

[all figures are in INR Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2017	31.03.2016	31.03.2015
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	124.340	104.480	99.820
(b) Reserves & Surplus	1562.750	595.630	356.680
(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)	1687.090	700.110	456.500
(3) Non-Current Liabilities
(a) Long-term borrowings	0.000	880.000	980.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	11.870	8.870	8.200
Total Non-current Liabilities (3)	11.870	888.870	988.200
(4) Current Liabilities
(a) Short term borrowings	0.000	976.480	395.040
(b) Trade payables	1156.530	2126.970	1879.610
(c) Other current liabilities	911.420	292.050	579.170
(d) Short-term provisions	4.000	39.640	1.310
Total Current Liabilities (4)	2071.950	3435.140	2855.130
TOTAL	3770.910	5024.120	4299.830
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	28.240	22.160	8.620
(ii) Intangible Assets	7.750	10.810	7.380
(iii) Capital work-in-progress	29.070	0.750	9.600
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	3.580	6.330	0.000
(e) Other Non-current assets	604.260	392.180	227.020
Total Non-Current Assets	672.900	432.230	252.620
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1434.780	1944.720	2042.110
(c) Trade receivables	1448.030	2281.860	1671.890
(d) Cash and cash equivalents	68.720	63.630	62.410
(e) Short-term loans and advances	30.500	122.350	267.340
(f) Other current assets	115.980	179.330	3.460
Total Current Assets	3098.010	4591.890	4047.210
TOTAL	3770.910	5024.120	4299.830

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2017	31.03.2016	31.03.2015
	SALES
		Revenue from Operations	3319.800	3164.250	3196.670
		Other Income	25.270	26.610	3.410
		TOTAL	3345.070	3190.860	3200.080
Less	EXPENSES
		Cost of Materials Consumed	2173.570	2485.440	2882.780
		Employees benefits expense	261.660	237.240	151.070
		Other expenses	661.090	498.190	409.470
		TOTAL	3096.320	3220.870	3443.320
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		248.750	(30.010)	(243.240)
Less	FINANCIAL EXPENSES		126.640	168.740	207.130
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		122.110	(198.750)	(450.370)
Less/ Add	DEPRECIATION/ AMORTISATION		13.310	8.210	5.540
	PROFIT BEFORE TAX		108.800	(206.960)	(455.910)
Less	TAX		0.000	0.000	118.640
	PROFIT AFTER TAX		108.800	-206.960	(-574.550)
	EARNINGS IN FOREIGN CURRENCY
		Earnings on other income	NA	143.230	147.170
	Earnings Per Share (INR)		9.59	(20.69)	(60.82)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Current Maturities of Long term debt	0.000	0.000	417.260
Net cash flows from (used in) operations	1351.640	(92.990)	(0.220)
Net cash flows from (used in) operating activities	762.550	66.110	(296.370)

KEY RATIOS

EFFICIENCY RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Average Collection Days (Sundry Debtors / Income * 365 Days)	159.21	263.22	190.90
Account Receivables Turnover (Income / Sundry Debtors)	2.29	1.39	1.91
Average Payment Days (Sundry Creditors / Purchases * 365 Days)	194.21	312.36	237.98
Inventory Turnover (Operating Income / Inventories)	0.17	(0.02)	(0.12)
Asset Turnover (Operating Income / Net Fixed Assets)	3.82	(0.89)	(9.50)

LEVERAGE RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Debt Ratio ((Borrowing + Current Liabilities) / Total Assets)	0.55	0.86	0.99
Debt Equity Ratio (Total Liability / Networth)	0.00	2.65	3.93
Current Liabilities to Networth (Current Liabilities / Net Worth)	1.23	4.91	6.25
Fixed Assets to Networth (Net Fixed Assets / Networth)	0.04	0.05	0.06
Interest Coverage Ratio (PBIT / Financial Charges)	1.96	(0.18)	(1.17)

PROFITABILITY RATIOS

PARTICULARS		31.03.2017	31.03.2016	31.03.2015
Net Profit Margin ((PAT / Sales) * 100)	%	3.28	(6.54)	(17.97)
Return on Total Assets ((PAT / Total Assets) * 100)	%	2.89	(4.12)	(13.36)
Return on Investment (ROI) ((PAT / Networth) * 100)	%	6.45	(29.56)	(125.86)

SOLVENCY RATIOS

PARTICULARS	31.03.2017	31.03.2016	31.03.2015
Current Ratio (Current Assets / Current Liabilities)	1.50	1.34	1.42
Quick Ratio ((Current Assets – Inventories) / Current Liabilities)	0.80	0.77	0.70
G-Score Ratio Financial (Networth / Total Assets)	0.45	0.14	0.11
G-Score Ratio Debt (Debts / Equity Capital)	0.00	17.77	17.96
G-Score Ratio Liquidity (Total Current Assets / Total Current Liabilities)	1.50	1.34	1.42

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

FINANCIAL ANALYSIS

[all figures are in INR Million]

DEBT EQUITY RATIO

Particular	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Share Capital	99.820	104.480	124.340
Reserves & Surplus	356.680	595.630	1562.750
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	456.500	700.110	1687.090
long-term borrowings	980.000	880.000	0.000
Short term borrowings	395.040	976.480	0.000
Current Maturities of Long term debt	417.260	0.000	0.000
Total borrowings	1792.300	1856.480	0.000
Debt/Equity ratio	3.926	2.652	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Sales	3196.670	3164.250	3319.800
		(1.014)	4.916

NET PROFIT MARGIN

Net Profit Margin	31.03.2015	31.03.2016	31.03.2017
	INR In Million	INR In Million	INR In Million
Sales	3196.670	3164.250	3319.800
Profit/(Loss)	(574.550)	(206.960)	108.800
	(17.97%)	(6.54%)	3.28%

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	No
8	Designation of contact person	No
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	No
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

INDEX OF CHARGES

SNO	SRN	CHARGE ID	CHARGE HOLDER NAME	DATE OF CREATION	DATE OF MODIFICATION	DATE OF SATISFACTION	AMOUNT	ADDRESS
1	B44356038	10168719	SBICAP TRUSTEE COMPANY LIMITED	06/07/2009	-	17/07/2012	500000000.0	202, MAKER TOWER, 'E', CUFFE PARADE,COLABA,MUMBAIMH400005IN
2	B37468071	10273307	AXIS BANK LIMITED	28/02/2011	-	11/04/2012	250000000.0	CREDIT MANAGEMENT CENTER,UNIT NO 6,CORPORATE PARKCHEMBUR,MUMBAIMUMBAIMH400071IN
3	A72156607	10098459	YES BANK LIMITED	31/03/2008	-	22/10/2009	500000000.0	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,DR. ANNIE BESANT ROAD, WORLI,MUMBAIMH400018IN
4	A72166077	10168723	SICOM LIMITED	06/07/2009	-	21/10/2009	500000000.0	NIRMAL BLDG1ST FLOORNARIMAN POINTMUMBAIMH400021IN
5	A43519339	10085924	HDFC BANK LIMITED	12/01/2008	-	24/07/2008	200000000.0	HDFC BANK HOUSESENAPATI BAPAT MARGLOWER PAREL WMUMBAIMH400013IN

UNSECURED LOANS

PARTICULARS	31.03.2017 (INR In Million)	31.03.2016 (INR In Million)
LONG-TERM BORROWINGS
Loans and advances from others	0.000	880.000
SHORT TERM BORROWINGS
Working capital loans from banks	0.000	600.000
Loans repayable on demand from	0.000	376.480
Total	0.000	1856.480

BACKGROUND

The Company was incorporated in India as a Public Limited Company under the Companies Act, 1956 on April 28, 2007. The name of the Company was changed to Disney Broadcasting (India) Limited (DBIL) from UTV Entertainment Television Limited (UETL) on June 17, 2015. The Company is a 100% subsidiary of Disney Entertainment (India) Limited (“DEIL”) [formerly known as UTV Global Broadcasting Limited ("UGBL")] which in turn is the subsidiary of UTV Software Communications Limited (“USCL”). The Company owns and operates five channels namely ‘UTV Movies’, 'Bindass Play ’, ‘Disney Channel', 'Disney XD' and 'Disney Junior'. With effect from October 29, 2017 [00:00 Hours] the feed of the channel Bindass Play was replaced with high definition feed under the name Disney International HD, which is a brand new content destination for youth. The Company also provides distribution services to television channels owned by the Company and its group companies.

BUSINESS OVERVIEW:

The Company is engaged in the business of broadcasting of entertainment (non-news) channels namely “UTV Movies”, “Bindass Play”, “Disney XD”, “Disney Junior”, “Disney International HD” and “Disney Channel”.

With digitization nearing completion, the television audience is evolving into clearly defined segments. The top-end segment prefers HD channels and the rural TV audience is focused around Free-to-air (FTA) channels. Overall, the broadcasting industry had a steady growth in 2016, with advertising and subscription rates growing at ~11% each. However, there have been a few disruptions: the rise in digital consumption, reduced advertising spends after demonetization and the introduction of Goods & Services Tax. The Media Networks business of our Company was still able to perform in spite of these disruptions, achieving a 5% growth in income and a PBT of 10% The Disney Channel has shown continued improvement across the year; and is consistently among the top 2 Kids’ channels. The development of local animation properties continues, and the Company continues to strengthen our Kids’ offering. The Company is on track to launchhas launched a new HD channel in October 2017, focused on super serving urban 12-18 year olds, leveraging thier global content pool and targeting a gap in the market.

The increased adoption of smartphones and falling data prices have affected the viewership for the Youth genre on television. This falling viewership, especially on the Bindass Play channel, has caused the company to consider consolidating our channel presence and expanding the digital presence through a digital OTT app.

This year, the Movie Channel genre saw an upside in ad sales interest. Our movie channel was able to command a higher advertising rate, while only utilizing the current library assets. The Company plans to optimize returns on the legacy content of UTV Studios whose rights will soon revert to the Company, while continuing to acquire content for our channels.

The Telecom Regulatory Authority of India (TRAI) announced a tariff order which aimed at creating a level playing field in TV distribution. The Company has filed MRPs for all their channels and is awaiting further developments since the validity of the tariff order has been challenged and the matter is currently subjudice.

The Company was operating a separate feed as an FTA channel internationally, in the UK, under the name of UMP Movies. The increasing competition as more channels entered the FTA space and the increased complexity of ad sales have led the company to wind down this international channel.

SCHEME OF ARRANGEMENT/AMALGAMATION:

The Board of Directors of the Company, at their meeting held on December 22, 2015, had approved the draft Scheme of Arrangement and Amalgamation between the Company and United Home Entertainment Private Limited (‘UHEPL’), an affiliate company and filing of the same with the Hon’ble High Court of Judicature at Mumbai (“the Court”) and the reduction of Securities Premium Account for writing off the existing debit balance in the Profit & Loss Account of the Company formed an integral part of the Scheme and amounting to reduction in

capital in terms of Section 52 of the Companies Act, 2013, Section 78 and Sections 100 to 103 of the Companies Act, 1956.

The Company filed a petition before the National Company Law Tribunal, Mumbai Bench (“the Tribunal”) for sanctioning the proposed Scheme of Arrangement and Amalgamation between the Company and UHEPL, which was heard by the Hon’ble Tribunal on June 08, 2017.

The reduction of Securities Premium Account for writing off the existing debit balance in the Profit & Loss Account of the Company formed an integral part of the Scheme and amounting to reduction in capital in terms of Section 52 of the Companies Act, 2013, Section 78 and Sections 100 to 103 of the Companies Act, 1956.

Based on the submissions made, the Hon’ble Tribunal was pleased to sanction the Schemevide order dated June 08, 2017 subject to securing the approval of the Ministry of Information & Broadcasting (‘MIB’), Government of India.

Under the policy guidelines for uplinking and downlinking of television channels which obligates the Company to take prior permission from the MIB before effecting the Merger with UHEPL. Accordingly, requisite application has already been made to the MIB for its clearance to the aforesaid merger, upon receipt of which necessary filings will be made with the Registrar of Companies, Mumbai to give effect to the Scheme will become effective.

Pending implementation of the aforementioned Scheme, the Company had made an application to the Registrar of Companies, Mumbai on June 02, 2017 seeking an extension for holding its Annual General Meeting for financial year ended March 31, 2017 beyond September 30, 2017 which was approved and an extension of 03 (three) months was granted to the Company allowing it to hold its Annual General Meeting on or before December 31, 2017.

FIXED ASSETS:

· Plant and Machinery

· Office equipment

· Computers

· Server and Networks

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	INR
US Dollar	1	INR 67.44
UK Pound	1	INR 89.89
Euro	1	INR 79.00

INFORMATION DETAILS

Information Gathered by :	SWT
Analysis Done by :	NYT
Report Prepared by :	ARC

SCORE FACTORS

DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES

RATING EXPLANATIONS

Credit Rating	Explanation	Rating Comments
A++	Minimum Risk	Business dealings permissible with minimum risk of default
A+	Low Risk	Business dealings permissible with low risk of default
A	Acceptable Risk	Business dealings permissible with moderate risk of default
B	Medium Risk	Business dealings permissible on a regular monitoring basis
C	Medium High Risk	Business dealings permissible preferably on secured basis
D	High Risk	Business dealing not recommended or on secured terms only
NB	New Business	No recommendation can be done due to business in infancy stage
NT	No Trace	No recommendation can be done as the business is not traceable

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

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 are as follows:

· Financial condition covering various ratios

· Company background and operations size

· Promoters / Management background

· Payment record

· Litigation against the subject

· Industry scenario / competitor analysis

· Supplier / Customer / Banker review (wherever available)

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.