MIRA INFORM REPORT

Report Date :

20.04.2011

IDENTIFICATION DETAILS

Name :	FRESH AND HEALTHY ENTERPRISES LIMITED

Registered Office :	Concor Bhawan C-3, Mathura Road, Opposite Apollo Hospital, New Delhi – 110076, Delhi

Country :	India

Financials (as on) :	31.03.2010

Date of Incorporation :	01.02.2006

Com. Reg. No.:	55-145734

CIN No.: [Company Identification No.]	U51909DL2006PLC145734

Legal Form :	A Closely Held Public Limited Liability Company.

Line of Business :	Subject is engaged in the business of logistic of fresh fruits and vegetables.

RATING & COMMENTS

MIRA’s Rating :

Ca (12)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate

Payment Behaviour :	Slow

Litigation :	Clear

Comments :	Subject is an established company having moderate track. Profitability of the company appears to be under pressure. There appears to be some accumulated losses recorded by the company. However trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on safe and secured 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.

ECGC Country Risk Classification List – April 1, 2010

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Concor Bhawan C-3, Mathura Road, Opposite Apollo Hospital, New Delhi – 110076, Delhi, India.
Tel. No.:	91-11-41673093
Fax No.:	91-11-41673112
E-Mail :	sumankhanna1974@hotmail.com sumanlata1974@hotmail.com
Websites :	http://www.fhel.co.in

DIRECTORS

As on 16.09.2010

Name :	Mr. Tehmuras Rustom Doongaji
Designation :	Director
Address :	1701, Siddhvinayak Horizon, ‘A’ Veer Nariman Road, Prabhadevi, Mumbai- 400025, Maharashtra, India.
Date of Birth:	04.11.1943
Date of Appointment::	02.09.2009
DIN :	00040454

Name :	Mr. Anil Kumar Gupta
Designation :	Director
Address :	T-VJ / 46, S. M. Marg, New Delhi – 110021, Delhi, India.
Date of Birth/Age :	24.09.1956
Date of Appointment :	01.11.2009
DIN :	00066328

Name :	Mr. Harpreet Singh
Designation :	Director
Address :	T-VJ / 47, ST Martin Marg, Railway Officer Colony, Chanakya Puri, New Delhi – 110021, Delhi, India.
Date of Birth/Age :	24.11.1957
Date of Appointment :	24.07.2006
DIN :	00659703

Name :	Mr. Janat Ghanshyanbhai Shah
Designation :	Director
Address :	419, IIM Campus, Bannerghatta Road, IIMB Post, Mico Layout, Bangalore- 560076, Karnataka, India.
Date of Birth/Age :	22.09.1958
Date of Appointment :	02.09.2009
DIN :	01625535

Name :	Mr. Allirani Padmanabhan
Designation :	Director
Address :	T-V / 31, San Martin Marg, Chankyapuri, New Delhi- 110021, Delhi, India.
Date of Birth/Age :	15.05.1960
Date of Appointment :	09.07.2009
DIN :	02305257

Name :	Mr. Yash Vardhan
Designation :	Nominee Director
Address :	T-V / 11, San Martin Marg, Chankyapuri, New Delhi- 110021, Delhi, India.
Date of Birth/Age :	24.08.1956
Date of Appointment :	06.01.2010
DIN :	01842119

KEY EXECUTIVES

Name :	Mrs. Suman Lata Khanna
Designation :	Secretary
Address :	7 A, Teacher’s Colony, Samaipur, Delhi- 110042, Delhi, India.
Date of Birth/Age :	16.08.1974
Date of Appointment :	21.07.2008
DIN :	AQTPK1504G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 16.09.2010

Names of Shareholders		No. of Shares
Container Corporation of India Limited, Delhi		48273804
Director (IM and O) CONCOR, Delhi		1
Director (Finance)Company, Delhi		1
GGM(P & D)/ CONCOR, Delhi		1
GGM(ENGG)/ CONCOR, Delhi		1
GGM(TECH)/ CONCOR, Delhi		1
ED(A/CS) and CS/ CONCOR		1
TOTAL		48273810

As on 16.09.2010

Category	Percentage

Government Companies	100.00

Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of logistic of fresh fruits and vegetables.

Product :	Apple

GENERAL INFORMATION

Bankers :

Ø Axis Bank Limited-Statesman House, 148, Barakhamba Road, New Delhi – 110001, India.

Ø State Bank of Patiala, Commercial Branch, Chandralok Building, 36, Janpath, New Delhi – 110001, Delhi, India

Facilities :

Secured Loans	31.03.2010 Rs.in Millions	31.03.2009 Rs.in Millions
"Term Loan from Axis Bank (Includes Interest accrued and due 30,40,760/-)(P/Y 34,91,242) (Secured against first charge on the present and future fixed assets(movable and immovable) of the Company and second charge on the present and future assets of the Company)"	424.246	487.098
TOTAL	424.246	487.098

Unsecured Loans	31.03.2010 Rs.in Millions	31.03.2009 Rs.in Millions
Loans from Corporate (Interest Free from Holding Company, Container Corporation of India Ltd.)	336.433	276.432
TOTAL	336.433	276.432

Banking Relations :	--

Auditors :
Name :	S S Poddar and Company Chartered Accountants
Address :	204-205, Ansal Tower, Naraina Vihar, New Delhi – 110028, Delhi, India.
PAN No.:	AACFS7666N

Holding Company :	Container Corporation of India Limited CIN : U63011DL1988GOI030915

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount

50,000,000	Equity Shares	Rs.10/- Each	Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

48,273,810	Equity Shares	Rs.10/- Each	Rs.482.738 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		482.738	350.000	350.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1.062	0.000	0.000
4] (Accumulated Losses)		(394.405)	(303.762)	(183.307)
NETWORTH		89.395	46.238	166.693
LOAN FUNDS
1] Secured Loans		424.246	487.098	502.811
2] Unsecured Loans		336.433	276.432	201.366
TOTAL BORROWING		760.679	763.530	704.177
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		850.074	809.768	870.870

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		720.071	755.557	804.223
Capital work-in-progress		0.000	0.000	0.000

INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	87.680	131.397	115.562
	Sundry Debtors	20.850	46.448	30.495
	Cash & Bank Balances	29.874	31.416	10.659
	Other Current Assets	0.524	0.617	0.586
	Loans & Advances	7.752	8.338	23.134
Total Current Assets		146.680	218.216	180.436
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5.580	10.765
	Current Liabilities	8.713	151.103	113.078
	Provisions	3.234	2.760	1.887
Total Current Liabilities		17.527	164.628	114.965
Net Current Assets		129.153	53.588	65.471

MISCELLANEOUS EXPENSES		0.850	0.623	1.176

TOTAL		850.074	809.768	870.870

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	249.169	352.471	171.360
		Other Income	6.415	2.578	6.525
		TOTAL (A)	255.584	355.049	177.885

Less	EXPENSES
		Cost of Goods Sold	237.781	355.096	275.582
		Employee Remuneration and Benefits	14.926	18.648	10.857
		Administrative and Other Expenses	17.943	19.948	16.107
		Preliminary Expenses Written Off	0.748	0.553	0.553
		TOTAL (B)	271.398	394.245	303.099

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		15.814	(39.196)	(125.214)

Less	FINANCIAL EXPENSES (D)		38.177	44.673	34.184

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(53.991)	(83.869)	(159.398)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		36.652	36.263	21.696

	PROFIT BEFORE TAX (E-F) (G)		(90.643)	(120.132)	(181.094)

Less	TAX (I)		0.000	0.322	0.335

	PROFIT AFTER TAX (G-I) (J)		(90.643)	(120.454)	(181.429)

	BALANCE CARRIED TO THE B/S		(90.643)	(120.454)	(181.429)

	Earnings Per Share (Rs.)		(1.88)	(3.44)	(5.18)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(35.47)	(33.93)	(101.99)

Net Profit Margin (PBT/Sales)	(%)	(36.38)	(34.08)	(105.68)

Return on Total Assets (PBT/Total Assets}	(%)	(10.46)	(12.34)	(18.39)

Return on Investment (ROI) (PBT/Networth)		(1.01)	(2.60)	(1.09)

Debt Equity Ratio (Total Liability/Networth)		8.71	20.07	4.91

Current Ratio (Current Asset/Current Liability)		8.37	1.32	1.57

LOCAL AGENCY FURTHER INFORMATION

Operational Review :

The Company procured 2856 MT of Apples from Shimla / Kinnaur districts of Himachal Pradesh and sold 4206 MT (inclusive of opening stock of 2817 MT) at Delhi, Mumbai, Chennai, Ahmedabad and other Fruit markets throughout India.

During the year, the Company made significant improvements in operations by ensuring procurement of better quality fruit, quick movement to Rai, innovative modification in material handling system, washing and waxing of apples. The attempt has been made to supply international quality fruit of domestic origin to consumer.

Marketing Review

Traditionally, sale of fruit in the country starts from the Mandis in different areas. FHEL is selling most of the fruit in Delhi, Azadpur Mandi. However, substantial quantities were also sold in the wholesale market of Ahmedabad, Mumbai, Hyderabad, Bangalore and Pune. The company has been trying to improve quality and image of its apple which is reflected in the gap between price of imported and that of FHEL apples. In the year 2009-10, the best FHEL apples were sold at a rate 5-10% lower than that of imported Washington Apples, while in the previous years the gap was 25-30%.

The company has been in touch with almost all the Retail chains and during the year, made supplies to Heritage Foods, Bharti-Walmart, Big Apple and Reliance retail. Further, the company also had corporate tie-up with Ms. Unifrutti,a Multi national company for sale of fruit in south of India. During Diwali, FHEL sold nearly 30 MT of apples in Gift Packs of 6, 12 and 20/25 apples. This is the highest volume sold by any player in the market place.

Apart from dealing in apple, FHEL also stored Oranges at Commercial scale and the fruit, after storage of nearly 45- 50 days was well received by the market. During off season FHEL has given chamber on hire for storage of rice and Carrots. Successful Trials were also done for Banana and Mango Ripening and in the coming years substantial revenue is also expected from these activities.

Financial Review

During the financial year ended 31st March, 2010, the Company registered an operating turnover of 249.200 millions with other income of 6.400 millions and Cost of Sales amounting to 237.800 millions Further, Employee cost and Administrative / other expenses are 14.900 millions and 17.900 millions., respectively. After providing for Depreciation, Interest and writing off of Preliminary Expenses of 36.700 millions, 38.200 millions and 0.700 million, respectively, Company suffered a loss of 90.600 million for the financial year 2009-10 as against the Net Loss of 120.400 million of previous year.

Capital Structure

The Authorized Share Capital of Company stands increased from 350.000 millions to 500.000 millions Container Corporation of India Limited. (CONCOR) continued to hold 100% of the Equity Share Capital of FHEL during the financial year 2009- 10.

Secured Loan

During F/Y 2009-10, The Company paid four installments of 15.600 million each aggregating to 62.400 million Towards repayment of Loan of 499.200 millions drawn from Axis Bank (formerly known as UTI Bank). After repayment, Secured Term loan from Axis Bank stood at 421.200 million as on 31st March, 2010.

Unsecured Loan

CONCOR sanctioned an Interest free loan of 400.000 millions for carrying on operations during F/Y 2009-10. Out of this sanctioned loan, FHEL has drawn a sum of 220.000 million due to poor crop of Apples and refunded 50.000 millions during F/Y 2009- 10. Further, a sum of 110.000 millions was paid in respect of outstanding Interest free loan (2008-09) of 276.400 million Total outstanding loan to CONCOR stood at 336.400 million ( 166.400 millions for F/Y 2008-09 and 170.000 millions for F/Y 2009-10) as at 31^st March, 2010.

Board of Directors

The Board met 7 (Seven) times for transacting business of the company during the financial year 2009-10.

Shri Anil Kumar Gupta, Director took over charge as Chairman, FHEL and MD/CONCOR w.e.f. 01.11.2009 vice Shri Rakesh Mehrotra, ex-MD/CONCOR and Chairman, FHEL, who super annuated on 31.10.2009.

Ms. P. Alli Rani, the then Executive Director (Finance)/CONCOR was nominated as Director, FHEL w.e.f. 09.07.2009 on superannuation of Shri Suresh Kumar, ex-Director (Finance)/CONCOR and Director/FHEL on 30.06.2009.

Shri Yash Vardhan, Director (IM and O)/CONCOR was nominated as Director/FHEL w.e.f. 06.01.2010 vice Director (Domestic Div)/CONCOR and Director/FHEL.

Further, Shri T. R. Doongaji and Prof. Janat Shah were nominated by CONCOR as Non-official Part-time Directors w.e.f. 02.09.2009.

FORM 8

Corporate identity number of the company	U51909DL2006PLC145734
Name of the company	Fresh And Healthy Enterprises Limited
Address of the registered office or of the principal place of business in India of the company	Concor Bhawanc -3, Mathura Road, Opp. Apollo Hospital, New Delhi – 110076, India.
This form is for	Creation of charge
Type of charge	Ø Book Debts Ø Others
Particular of charge holder	State Bank of Patiala, Commercial Branch, Chandralok Building, 36, Janpath, New Delhi – 110001, Delhi, India Email : sbpcbnd@yahoo.co.in
Nature of description of the instrument creating or modifying the charge	Agreement Of Hypothecation Of Goods And Assets. Letter Regarding The Grant Of Individual Limits Within The Overall Limit.
Date of instrument Creating the charge	18.08.2010
Amount secured by the charge	Rs. 400.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: Rate Of Interest @ 1.25% Above Base Rate Present Effective Roi 9.00% P.A. (Floating) With Monthly Rests. Terms of Repayment: Wcdl-As Per The Cash Flow And Drawing Power Available From November 10. Cash Credit - Repayable On Demand. Margin: NIL Extent and Operation of the charge: 100% Others : The Above Is To Secure The Following :- Working Capital Limit = Rs. 360.000 millions Contingency Limit = Rs. 40.000 millions
Short particulars of the property charged	Hypothecation By Way Of First Charge Over All Present And Future Current Assets Of The Company Stored Or To Be Stored At The Company's Godowns Or Premises Or Wherever Else The Same May Be.

Fixed Assets

Building
Plant and machinery
Office equipment
Computer
Furniture and fittings
Bins

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	Indian Rupees
US Dollar	1	Rs.44.68
UK Pound	1	Rs.72.56
Euro	1	Rs.63.53

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	---
--LIQUIDITY	1~10	1
--LEVERAGE	1~10	1
--RESERVES	1~10	---
--CREDIT LINES	1~10	1
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		12

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.

MIRA INFORM REPORT

87.680

131.397

115.562

20.850

46.448

30.495

29.874

31.416

10.659

0.524

0.617

0.586

7.752

8.338

23.134

146.680

218.216

5.580

10.765

8.713

151.103

3.234

2.760

17.527

129.153

53.588

(35.47)

(33.93)

(101.99)

(36.38)

(34.08)

(105.68)

(10.46)

(12.34)

(18.39)

(1.01)

(2.60)

(1.09)

8.71

20.07

4.91

8.37

1.32

1.57

Unit