High Court Approves Merger of Richman Investrade, Melody Trading and Hinduja Telecom with Hinduja Finance.

February 15, 2001

Hon'ble High Court of Bombay has approved the mergers of Richman Investrade Private Ltd., Hinduja Telecom India Ltd. and Melody Trading Private Ltd. with Hinduja Finance (HF) on the 14th February, 2001, with effect from 31st August, 2000. These mergers would lead to HF acquiring majority control in the Hinduja Group's, media businesses (IndusInd Media & Communications Ltd., Cable Video India Ltd., IndusInd Entertainment Ltd.)

and a significant stake in the group's telecom business (Fascel Ltd.) IndusInd Media & Communications Ltd. (IMC), one of the largest cable network companies in India, has over 4 million cable subscribers in 12 cities. Intel has invested US $ 49.23 million in IMC for an effective equity stake of 3.3% giving it a bench-mark valuation of US $ 1.5 billion.

Cable Video India Ltd. operates the popular Hindi movie cable channel (CVO) and has the largest Hindi movie library in the country with over 1800 Hindi movies. The channel is today India's premier Hindi movie cable channel and is one of the most widely viewed cable channel with a coverage of 6 million households in 108 centres across the country.

IndusInd Entertainment Ltd. (IEL) produces television content and operates a bouquet of popular city specific cable television channels under the umbrella 'IN' brand. The bouquet of IN channels offers a unique local flavour in programming content on a city specific basis. IN channel pioneered the concept of interactive television in India with IN Mumbai. In addition to the coverage of local events, the IN bouquet also airs local news bulletins in various languages. The company has rights to more than 15,000 hours of televison software relating to serials, event coverages, talk shows, music programmes and hundreds of hours of news coverage. IEL is the nucleus around which HF is building its content capabilities.

Fascel Ltd. provides cellular telephony services in Gujarat state and is the single largest state circle operator in India. In addition, Richman Investrade merger will also make Hinduja Finance the owner of World/Asian satellite rights for 260 Hindi films.

The Internet business is already under Hinduja Finance through its subsidiary In2cable.com India Ltd. Hinduja Finance holds 90% stake in In2Cable.com India Ltd. In2Cable offers broadband internet services in 9 cities over cable and has plans to expand its services at present to another 40 cities.

HF is holding an Extraordinary General Meeting of its shareholders on 20th February, 2001, for the approval of the ESOP Scheme for its Software Development Employees. The Board had already approved the same in its meeting held on 20th October, 2000.

For more details please contact:
Ms. Nina Mamnani - Phone No. 4974824 (Direct) Mobile: 9820122699
Email:nina.hgil@hindujagroup.com