Draft of IPL show cause notice to Rajasthan Royals

October 1, 2010

M/s.

Sir,

Sub: Show Cause Notice

1. Emerging Media (IPL) Limited, a company incorporated under the laws of United Kingdom having registration no. 6436253 and represented by Mr. Manojkumar Badale had submitted a bid pursuant to the ITT floated by the BCCI dated 27.12.2007 for the grant of eight franchises prior to the maiden season of the IPL. Emerging Media (IPL) Limited which was declared to be the successful bidder for the Jaipur Franchise, together with the letter of eligibility also submitted the franchise agreement duly signed by Mr. Manoj Kumar Badale and all other documents. In the said letter of eligibility dated 22nd January 2008, it was mentioned that a corporate structure was being finalized and diagrammatic representation was given showing a Mauritius holding company having 100% shares in an Indian operating company. The Mauritius holding company was in turn shown as being wholly owned by Emerging Media (IPL) Limited which in turn was shown to have three distinct share holders.

2. Clause 11.7 of the Franchise agreement defines "Control" followed by the definition of "Change of control" as where a person who controls any other person ceases to do so or a different person acquires control over such other person, an event of change of control is deemed to have taken place.

3. As per clause 10.1 only subject to the prior written consent of the BCCI-IPL, can a change of control take place in the Franchisee. As per clause 10.2, no "event" meaning thereby a change of control can take place during the first three years of the IPL.

4. As per clause 11.3 of the Franchise agreement, the BCCI-IPL may terminate a franchise agreement with immediate effect if there is a change of control of the Franchise, whether direct or indirect control, that does not occur strictly in accordance with clause 10.

5. The clarificative response to questions posed by the bidders form part of the tender conditions. To question No. 58, under the category "General Questions", it was clarified by the BCCI that there was no requirement to operate a subsidiary company in India and Franchisees from overseas were entitled to bid. Further BCCI required to know the possible structure from which Franchisees based outside India would be operating the Franchisees. To the question No. 60, whether the bidder could form a new company after winning a Franchise which would be a group company or a company controlled by the same promoters, the BCCI answered in the affirmative, subject to any parent company guarantee as required.

6. Pursuant to the award of the Jaipur Bid to Emerging Media (IPL) Pvt. Ltd., the final Franchise agreement was being prepared by the IMG. This final franchise agreement was not the same document that formed part of the ITT. The BCCI has reason to believe that all successful bidders including the Emerging Media (IPL) Limited had been asked to give their exact corporate structure to the IMG. In response to this, Mr. Santanu Chari representing the Jaipur bidder had informed IMG on 31.3.2008 that the Jaipur IPL franchise will be held by Jaipur IPL Cricket Pvt. Ltd.

7. Though, the Franchisee agreement duly caught in all reports was signed by representative Jaipur IPL Cricket Pvt. Ltd on 2.4.08 and by Mr. Lalit K Modi on 14.4.08.

8. Thereafter, we learn from the IMG that one Mr. Manoj Bithal representing the Jaipur Franchise wrote to Ms. Vandana Gupte of IMG on 4th June 2008 that Jaipur IPL Cricket Pvt. Ltd. is a company owned by EM Sporting Holding Limited, a Mauritian entity which was the parent company who would give the guarantee. In response, the IMG had clearly indicated that it would like the Emerging Media (IPL) Ltd., the UK company which as per information furnished to them earlier was the ultimate parent company of Jaipur Franchisee and also the bidding company, to furnish the corporate guarantee. Again, on the same day, Mr. Manoj Bithal has insisted the Mauritian holding company is the only ultimate parent holding company of the Jaipur Franchise. In this process, false information has been supplied to the IMG as if EM Sporting Holding Limited, even as on 4th of June 2008 was the parent holding company of Jaipur IPL Cricket Pvt. Ltd.

9. On 5th June 2008, Mr. Manoj Bithal has reiterated to IMG that once the companies (EM Sporting Holding Limited and Jaipur IPL Cricket Pvt. Ltd) were incorporated, "the same respective share holders hold their direct investment through the Mauritian Parent Company and are obligated to meet all funding requirements of the Indian Subsidiary". In this process, the BCCI has found that you have given false information to the IMG and purposely led the IMG and thereby the BCCI to believe that Jaipur IPL Cricket Pvt. Ltd was a company which was owned by a Mauritian company, not only for the issuance of the parental corporate guarantee, but also for the basic purpose of award of the IPL franchise under the franchise agreement executed on 2nd/14th April 2008.

10. Sometime during April 2010, the BCCI conducted an extensive internal investigation into the award of the original eight Franchises, including whether the bidders had complied with their representations.

11. The share register of Jaipur IPL Cricket Pvt. Ltd has been verified and it shows that neither on 2.4.2008 nor on 14.4.2008, Emerging Media (IPL) Limited, Mr. Manoj Kumar Badale, nor any Mauritius entity or other persons had any shares. The only two shareholders of Jaipur IPL Cricket Pvt Ltd. were Mr. Ranjit Barthakur and Mr.Fraser Castellino. No documentation was provided to suggest any connection whatsoever between the bidder and the company deemed to hold the franchise rights. Both the persons have continued as the only shareholders till 03.10.2008 when Mr. Fraser Castellino transferred his 5000 shares out of the total share capital of 10,000 shares to EM Sporting Holdings Limited, Mauritius whereby there has been a change of controlling interest unknown to the BCCI. On 27th January 2009, Mr. Ranjit Barthakur has transferred his 5000 shares to EM Sporting Holdings Limited (4999 shares) and Emerging Media (IPL) Limited, UK (1 share). An "Event" has thereby occurred within three years unknown to the BCCI. A "Change of Control" has also occurred by transfer of the shares from Mr.Castellino in the first instance and thereafter Mr.Ranjit Barthakur to EM Sporting Limited (9999 shares) and Emerging Media (IPL) Limited unknown to the BCCI. 12. There is subsequent correspondence on record wherein you have disclosed the share holding pattern of EM Sporting Limited, Mauritius to ratify the sale and issue of shares to Kuki Investments Limited but you have never disclosed that the said Mauritian entity nor the successful bidder had any interest in the franchisee holding the IPL rights when the franchise was granted.

13. Hence, it is found that you have committed three violations viz.,

a) Stepped into the shoes of the original bidder on the date of award of the Franchisee without being a "group company or entity controlled by the bidder". This transgression would shake the very foundation of the tender process that was designed to eliminate any possibility of successful bids being converted into marketing opportunities even prior to the award of the Franchisee rights.

b) Clear violation of the franchise agreement, more particularly clause 10.1, 10.2 (a) and 10.3.

c) Furnishing false information to the IMG concerning the structure of Jaipur IPL Cricket Pvt. Ltd to

i) Support the incorrect inclusion of Jaipur IPL Cricket Pvt. Ltd. as the franchisee holding the rights and ii) Furnish parental corporate guarantee by a Mauritian entity not connected with Jaipur IPL Cricket Pvt. Ltd.

14. The above violations attract provisions of clause 11.3 of the Franchise agreement under which the BCCI has the right to terminate the agreement with immediate effect. As per Clause 3.2 of the letter of eligibility there is a declaration by the successful bidder that the information contained in the bid and otherwise provided to IPL during the bidding process shall not be false or misleading and following submission of the bid if there are any changes, IPL would be promptly notified. Your conduct is clearly contrary to these declarations. Clause 13.3 of the Franchise Agreement also specifies the declaration of the franchisee to the same effect. All these declarations have been violated by you and the BCCI has every right to terminate your Franchise on these grounds as well. 15. Notwithstanding this right of immediate termination, the BCCI issues this show cause notice to you calling upon you to explain in writing within 15 days of receipt of this notice why such actions should not be taken against you.