UTV Software Communications Ltd.

We were incorporated as `United Software Communications Private
 limited' on June 22, 1990; under the Companies Act, 1956 as a Private
 Limited Company. Subsequently, we became a deemed Public Limited
 Company and the word Private was deleted on November 27, 1995. We
 were renamed as `UTV Software Communications Limited' with effect
 from March 19, 1998.  
 
 At the time of incorporation in 1990, we were primarily engaged in
 the production of television content for Doordarshan and also
 production of ad films. In 1992, with the entry of satellite TV, ZEE
 TV commissioned us for producing content of around 250 hours wherein
 we became one of the largest content providers. Around the same time,
 we also expanded into the businesses of In-flight Entertainment
 programming and dubbing. In 1993, we ventured into the business of
 acquiring programs from outside producers and marketing airtime on
 their programs. In 1995, we launched India's first daily soap titled
 `Shanti'. 
 
 In May 1995, we acquired 54.60% stake in Laezer Production Private
 Limited in order to enter into the area of postproduction. Laezer
 Production Private Limited was incorporated on January 29,1982. On
 becoming a deemed Public Limited Company, the word `Private' was
 deleted on November 27, 1995. Subsequent to the acquisition of 54.60%
 stake by us, Laezer Production Limited was renamed as United Studios
 Limited in December 1995. At that point of time United Studios
 Limited (USL) was engaged in the business of providing post
 production facilities to television software houses, private
 producers and advertisers.  
 
 In 1996, Disney contracted us to dub its library into Indian
 languages. In 1996, our In-flight Entertainment division, which was
 hitherto catering to Air India only, also started catering to other
 international airlines. 
 
 In 1998, our subsidiary USL took over Ram Mohan Biographies, a
 well-known animation production house pioneered by Mr. Ram Monan, one
 of the leading animation artistes in the country. The animation
 division in USL was originally called RM-USL and thereafter was
 rechristened as UTV Toons and remained as a division of USL.  
 
 We diversified into Broadcasting, by acquiring controlling interest
 in Vijay Television Limited in November 1998. Vijay Television
 Limited was incorporated on May 30,1996 and operated Vijay TV, a
 24-hour Tamil language channel out of Chennai. Udayar family of
 Chennai initially controlled Vijay Television as GEC channel since
 1992. In 1995, United Breweries Group acquired the operational
 control of the channel and the name was changed to Vijay TV. We
 acquired the controlling interest from United Breweries Group.  
 
 In 1995-96, we ventured into movie distribution business.  
 
 In 2000, we incorporated a group company called UTV Net Solutions
 Ltd. (UTVNet) in which we held an 86 % stake. UTVNet was in the
 business of Internet content creation and aggregation, Indian
 regional language portals (with dual language content) and leveraging
 of our audio/video library rights for Internet usage. In 2000, UTVNet
 started the business of broadband content aggregation under the brand
 name sharkstream.com, through its subsidiary Sharkstream.com Pte.
 Ltd., Singapore. 
 
 Since 2000-01, we initiated a corporate restructuring exercise in
 order to consolidate our holdings in certain group companies and
 subsidiaries. The objective of these exercises was to maximize
 shareholder value, remove conflict of interest and build a powerful
 combined entity that would be involved in various aspects of the
 entertainment business.  
 
 As a part of the consolidation plan, during 2000-01, we augmented our
 share capital by swap of shares from Shareholders of group companies.
 In consideration of these swaps we issued 4,804,824 equity shares of
 Rs.5 each (Equivalent to 2,402,212 Equity Shares efface value of Rs
 10 each).  
 
 At 31 March 2000, we owned 54.55% of issued equity capital of United
 Studios Limited and had agreed to acquire the balance 45.45% stake in
 United Studios Limited under a swap arrangement, subject to receipt of
 regulatory approvals. Subsequently, on receipt of the regulatory
 approvals in August 2000, UTV acquired the balance 45.45% issued
 capital of USL, whereby USL became a wholly owned subsidiary of the
 company. Pursuant to the shareholders approval granted at the court
 and the order of Bombay High Court sanctioning the scheme of
 Amalgamation of USL with our company on December 13,2000('the
 scheme'), the assets and liabilities of USL were transferred to and
 vested in our company with effect from the appointed date, i.e. April
 1,2000. We issued 1,681,624 shares of face value of Rs 5 per share at
 a premium of Rs 85 per share (Equivalent to 840,812 Equity Shares of
 face value of Rs 10 each at a premium of Rs 170 per share ) for
 acquiring 4,204,090 shares of USL pursuant to the scheme of
 amalgamation.  
 
 During August 2000, we acquired 1,869,159 equity shares of UTV
 International (Singapore) Pte Ltd. (UTVIS) from Media Ventures India
 Limited and Unilazer Hongkong Limited (then UTV International
 Limited) through a share swap. The purchase consideration of Rs 23.63
 crores was determined by the directors of the respective companies and
 was discharged by the issue of 2,024,000 fully paid shares of Rs.
 Beach at premium of Rs 111.73 per share (Equivalent to 1,012,000
 Equity Shares of face value of Rs 10 each at a premium of Rs, 223.46
 per share), i.e. each share of UTVIS was valued at Rs 126.4 under the
 swap arrangement. We further acquired 53,171 shares of UTVIS for cash.
 The total investment in this company was Rs.25.96 crores. In 2002-03,
 we further invested in 315,000 equity shares and 4,092,595 preference
 shares of UTVIS. However, due to depressed global economy in 2001-02,
 there was a slow down in the operations of UTVIS and the value of our
 investment was diminishing significantly. In 2001-02 we decided to
 write off our investment in this company against the share premium
 account, pursuant to a scheme approved by the Hon'ble High Court,
 Mumbai, vide its order dated March 8,2002 (the said Order), for
 utilization of the share premium account to write off investments in
 the subsidiary companies. In 2001-02 and 2002-03, we wrote off
 investments of Rs 25.96 crores and Rs. 11.81 crores, respectively,
 against the share premium account, pursuant to the said Order.  
 
 Simultaneously, during August 2000, we made UTV International
 Holdings Limited, BVI (UTVIH)a 100% subsidiary by acquiring 250,000
 shares from Unilazer Hongkong Limited, through a share swap, for a
 consideration of Rs 1.03 crores. The purchase consideration was
 determined by the directors of the respective companies and was
 discharged through issue of 88,000 fully paid shares of Rs 5 each of
 our company at a premium of Rs 111.73 per share (Equivalent to 44,000
 Equity Shares efface value of Rs 10 each at a premium of Rs. 223.46
 per share). During 2001-02 and 2002-03, we further invested in
 3,884,000 preference shares of UTVIH. Due to the diminishing value of
 our investment, as stated earlier, in 2001-02 and 2002-03, we wrote
 off investments of Rs 1.03 crores and Rs. 17.06 crores, respectively,
 against the share premium account, pursuant to the said Order,  
 
 During the year 2001, we acquired the balance 80% stake in Vijay
 Television Private Limited represented by 9,640,000 equity shares for
 a purchase consideration of Rs 69.52 million. The consideration was
 discharged by issue of 771,200 shares of Rs 5 each at a premium of Rs
 85 per share (Equivalent to 385,600 Equity Shares of face value of Rs
 10 each at a premium of Rs. 170 per share). Subsequently, in 2001-02
 we entered into a joint venture with SVJ Holdings Limited (Mauritius)
 (SVJ), an affiliate of Star India Private Limited, allowing SVJ to
 acquire 51% equity in Vijay Television Private Limited by subscribing
 to 1,99,24,000 equity shares at par for a total amount of Rs
 19,92,40,000/-. This arrangement was approved by our Board of
 Directors and Shareholders at the Board of Directors meeting held on
 April 27,2001 and the Extra-Ordinary General Meeting held on May 21,
 2001 respectively.  
 
 During March 2000, we acquired 99.99% of equity of UTVNet against
 transfer of Internet rights of our library programs. In April 2000,
 UTVNet issued 86,956 equity shares to a venture capital firm for Rs
 8.60 crores for cash and also some equity to key employees resulting
 in dilution of our stake to 85.37% with a total investment value of
 Rs 11.23 crores. During the year 2001-02, we acquired the balance
 14.63% stake in UTVNet by acquisition of 50,100 shares in cash held
 by an employee for Rs 20 lakhs and acquisition of 86,956 shares from
 a private investor, against issue of 150,000-equity shares of Rs 5
 each of our Company at par (Equivalent to 75,000 Equity Shares efface
 value of Rs 10 each at par), and merged UTVNet into our Company
 pursuant to the said Order. As a result of this, Sharkstream.com Pte
 Ltd. a subsidiary of UTVNet became a subsidiary of our company with
 effect from October 1, 2001. 
 
  In 2002-03, we acquired the studio business of Western Outdoor Media
 Technologies Limited (WOMTL) in order to attain leadership position in
 Post Production, Special Effects and Animation business. The
 Honourable High Court of Mumbai approved the Scheme of Arrangement
 with effect from March 1, 2003. The Studio operations of WOMTL were
 thus merged with our post-production business. Pursuant to this
 Scheme, 182,932 shares of Rs 5 each of our Company (Equivalent to
 91,466 Equity Shares of face value of Rs 10 each) were issued to the
 erstwhile shareholders of WOMTL.  
 
 In 2002-03, we reviewed our entire business and found that operations
 of UTVIS and Sharkstream.com Pte Ltd were not viable on a continuous
 basis. Accordingly, we sold our entire holdings in both the companies
 without any consideration to M/s Logic Plastic Private Ltd.  
 
 During 2003-04, we decided to restructure post-production business in
 order to re-focus on our core strength of content production.
 Accordingly, through a scheme of restructuring approved by Hon'ble
 High Court, Mumbai on February 20, 2004, we hived off our
 post-production and 2D animation business in favour of United
 Entertainment Solutions Private Limited (UESPL), consequently holding
 99.98% equity in UESPL.  
 
 On August 4,2004, we sold our 43.89% equity in Vijay Television
 Private Limited to STAR Group against a consideration of Rs.3150
 lakhs which has been received by us. As a result, Vijay Television
 Private Limited ceases to be our joint venture. Out of the said
 inflow, Rs. 1000 lakhs has been used to repay short term borrowing
 from IDBI Bank Limited and the balance has been used to reduce
 existing working capital drawdowns. On August 26,2004 we also sold
 our holding in Media Capital Company (India) Limited for a
 consideration of Rs. 2 lakhs which has been received by us. 		
 		
 2005
 
 -The initial public offering (IPO) of UTV Software Communications
 Ltd, an integrated media and entertainment company, closed on
 Saturday with a total demand for 26.35 times the issue size of
 approximately 70 lakh shares. The company received bids for about
 18.5 crore shares. The size of the issue was Rs 91 crore at the upper
 end (Rs 130) and Rs 80.5 crore at the lower end (Rs 115) of the price
 band.
 
 
 -UTV Software Communications Ltd has announced that the Company and
 ASTRO, Malaysia - the largest DTH and Pay TV Operator in the region,
 has entered into a Joint Venture (JV) to launch two kids channel in
 South East Asia
 
 -UTV Software & UTV Toonz enters into Animation deal with BKN New
 Media, New York