MIRA INFORM REPORT

Report Date :

21.05.2011

IDENTIFICATION DETAILS

Name :	RELIANCE FRESH LIMITED
Formerly Known As :	RANGER FARMS PRIVATE LIMITED
Registered Office :	Reliance Corporate Park, Building No. 4, Ground Floor, C Wing, Thane – Belapur Road, Ghansoli, Navi Mumbai – 400 701, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	29.06.1999
Com. Reg. No.:	11-120563
Capital Investment / Paid-up Capital :	Rs.0.500 Million
CIN No.: [Company Identification No.]	U01100MH1999PLC120563
TAN No.: [Tax Deduction & Collection Account No.]	MUMR19954E
PAN No.: [Permanent Account No.]	AABCR1718E
Legal Form :	A closely held Public Limited Liability Company
Line of Business :	Departmental Stores
No. of Employees :	5000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a part of Reliance Group a well known and a reputed industrial house in the country. There appears to be huge accumulated losses recorded by the company. Business is active. Payments are reported to be slow. In view of strong promoters, the company can be considered normal for business dealings at usual trade terms and conditions, with slight caution.

NOTES :

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

INFORMATION DENIED BY

Name :	Mr. Uday Kotwal
Designation :	Accounts Department
Date :	19.05.2011

LOCATIONS

Registered Office :	Reliance Corporate Park, Building No. 4, Ground Floor, C Wing, Thane – Belapur Road, Ghansoli, Navi Mumbai – 400 701, Maharashtra, India
Tel No.:	91-22-44770000
Fax No.:	91-22-29771882
E-Mail:	kausik.adhikari@ril.com optimiz.kothandaraman@ril.com optimiz.kothandaraman@zmail.ril.com hitesh.g.jain@ril.com
Administrative Office :	4^th Floor, Brindavan, Shriram Mills Compound, Ganpatrao Kadam Marg, Worli, Mumbai – 400 013, Maharashtra , India
Tel. No.:	91-22-44816000
Fax No.:	91-22-29771882
E-Mail :	sridhar.kothandaraman@ril.com sridhar.kothandaraman@zmail.ril.com
Corporate Office :	9^th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-44772522
Fax No.:	91-22-22785211

DIRECTORS

 As on 30.09.2009

Name :	Mr. Bijaya Kumar Sahoo
Designation :	Director
Address :	47/A, 4^th Floor, Hill Park, A G Bell Marg, Malabar Hills, Mumbai – 400 006, Maharashtra, India
Date Of Birth/Age :	08.05.1966
Date Of Appointment :	30.09.2008
Din No.:	01931278
Name :	Mr. Madhavan Ganesan
Designation :	Director
Address :	Lake View Developers, Flat No. 901, Tower Odyssey , Hiranandani Gardens, Powai, Mumbai – 400 076, Maharashtra, India
Date Of Birth/Age :	07.09.1964
Date Of Appointment :	30.09.2008
Din No.:	01674529
Name :	Mr. Raghu Pillai
Designation :	Director
Address :	Flat No. 6, 4^Th Floor, Shangrila Apartments, No. 5, Orlur Olcott Road, Besant Nagar, Chennai – 600090, Tamil Nadu
Date of Birth/Age :	03.07.1957
Date of Appointment :	30.09.2008
Din No.:	00179987
Name :	Mr. Gunender Kapur
Designation :	Director
address:	29, CCI Chambers, Dinshaw Vachha Road, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	19.01.1961
Date of Appointment :	30.09.2008
Din No.:	01927304

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 As on 30.09.2009

Names of Shareholders (as on 30.09.2009):-	No. of Shares
Reliance Retail Limited	49994
Srinivasan Chakravarthy Jointly With Reliance Retail Limited	1
Srinath Chakravarthy Raghunathan Jointly With Reliance Retail Limited	1
Rajendra Madhav Kamath Jointly With Reliance Retail Limited	1
Sudhakar Saraswatula Jointly With Reliance Retail Limited	1
Sridhar Kothandaranman With Reliance Retail Limited	1
Pankaj Mohan Pawar Jointly With Reliance Retail Limited	1
Total	50000

Equity Shares Breakup (Percentage of Total Equity):

As on 30.09.2009:-

Sr No.	Category	Percentage
1	Bodies Corporate	100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :	Departmental Stores
Terms :
Selling :	Depend

GENERAL INFORMATION

Customers :

Wholesalers, Retailers, End users and OEM’s

No. of Employees :

5000 (Approximately)

Bankers :

HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India

Facilities :

Secured loans	31.03.2010 (Rs. In millions)	31.03.2009 (Rs. In millions)
From Banks
Rupee Loans	5.893	10.925
Total	5.893	10.925
Unsecured Loans	31.03.2010 (Rs. In millions)	31.03.2009 (Rs. In millions)
Long Term (From Holding Company )	21002.895	17757.342
Total	21002.895	17757.342

Note:

Loans are secured hypothecation of vehicles.

Banking Relations :

--

Auditors :

Name 1 :

Chaturvedi and Shah

Chartered Accountants

Address :

714/715, Tulsiani Chambers, 212, Nariman Point, Mumbai – 400 021, Maharashtra, India

Name 2 :

S R Batliboi and Company

Chartered Accountants

Address :

95, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India

Holding Company:

Reliance Retail Limited

CIN No.: U17120MH1998PLC114010

Ultimate Holding Company:

Reliance Industries Limited

Subsidiaries :

· Reliance F and B Services Limited

(CIN:U85190MH2000PLC126442)

· Retail Concepts and Services (India) Limited

(CIN:u15130MH2003PLC139197)

· Delight Proteins Limited

(CIN: U74140MH2000PLC128371)

· Reliance Petro Marketing Limited

(CIN No.: U74210MH1999PTC120377)

· LPG Infrastructure (India) Private Limited

(CIN No.: U65990MH1992PTC067949)

Fellow Subsidiary Companies :

· Reliance Digital Retail Limited

· Reliance Dairy Foods Limited

· Reliance Digital Retail Limited

· Reliance Hypermart Limited

· Reliance Wellness Limited

· Strategic Manpower Solutions Limited

· Reliance Autozone Limited

· Reliance Home Store Limited

· Reliance Leisures Limited

· Reliance Footprint Limited

· Reliance Retail Insurance Broking Limited

· RESQ Limited

· Reliance Retail Travel and Forex Services Limited

· Reliance Trends Limited

· Reliance Intgreted Agri Products Solutions Limited

· Reliance Limited

· Reliance Intgreted Agri Products Distribution Limited

· Reliance Food Processing Solutions Limited

· Reliance Loyalty and Analytics Limited

· Reliance Ambit Trade Private Limited

· Reliance Prolific Commercial Private Limited

· Reliance Chemicals Private Limited

· Reliance Universal Commercial Limited

· Reliance Global Commercial Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 million

Note:

All the above 50,000 Equity Shares of Rs.10/- each fully paid up are held by Reliance Retail Limited, the Holding Company along with its nominees

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		0.500	0.500	0.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(4119.319)	(2767.678)	(274.646)
NETWORTH		(4118.819)	(2767.178)	(274.146)
LOAN FUNDS
1] Secured Loans		5.893	10.925	21.649
2] Unsecured Loans		21002.895	17757.342	2159.900
TOTAL BORROWING		21008.788	17768.267	2181.549
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		16889.969	15001.089	1907.403
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6018.618	6072.211	4510.719
Capital work-in-progress		5288.751	5393.102	6144.298
INVESTMENT		4.900	4.900	4.400
DEFERREX TAX ASSETS		2010.473	1191.217	126.254
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	2146.706	1739.279	1734.530
	Sundry Debtors	522.187	553.686	523.182
	Cash & Bank Balances	179.364	73.641	271.634
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	2105.282	1472.066	2277.182
Total Current Assets		4953.539	3838.672	4806.528
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1331.294	1420.425	13608.016
	Other Current Liabilities	0.040	0.000	0.000
	Provisions	54.978	78.588	76.780
Total Current Liabilities		1386.312	1499.013	13684.796
Net Current Assets		3567.227	2339.659	(8878.268)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		16889.969	15001.089	1907.403

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	20827.332	17778.035	3557.470
		Other Income	12.848	13.247	9.282
		TOTAL (A)	20840.180	17791.282	3566.752
Less	EXPENSES
		Purchase	18610.544	16411.084	3336.815
		Operating and Other Expenses	4178.674	4225.146	515.925
		Increase/(Decrease) in finished goods	(441.819)	96.780	0.000
		TOTAL (B)	22347.399	20733.010	3852.740
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) I		(1507.219)	(2941.728)	(285.988)
Less	FINANCIAL EXPENSES (D)		0.805	1.678	0.007
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(1508.024)	(2943.406)	(285.995)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		662.873	596.981	0.412
	PROFIT BEFORE TAX (E-F) (G)		(2170.897)	(3540.387)	(286.407)
Less	TAX (I)		(819.256)	(1047.356)	(83.222)
	PROFIT AFTER TAX (G-I) (J)		(1351.641)	(2493.031)	(203.185)
	IMPORTS
		Traded Goods	136.740	124.107	-
		Capital Goods	0.141	32.333	-
	TOTAL IMPORTS		136.881	156.44	-

Particulars	31.03.2011
Sales Turnover	25000.000 (Approximately)

The above information has been parted by Mr. Uday

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(6.48)	(14.01)	(5.69)
Net Profit Margin (PBT/Sales)	(%)	(10.42)	(19.91)	(8.05)
Return on Total Assets (PBT/Total Assets}	(%)	(19.78)	(35.72)	[3.07]
Return on Investment (ROI) (PBT/Networth)		0.52	(1.28)	1.04
Debt Equity Ratio (Total Liability/Networth)		(5.43)	(6.96)	[57.88]
Current Ratio (Current Asset/Current Liability)		3.57	2.56	0.35

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
- Micro enterprises and Small enterprises	0.000	0.000
- Others	1331.294	1420.425
Total	1331.294	1420.425	13608.016

NoteS:

The Registered Office of the company has been shifted from 4^th Floor, Brindavan, Shree Ram Mills Compound, Ganpatrao Kadam Marg, Worli, Mumbai – 400 013, Maharashtra, India to the present address w.e.f. 01.09.2008.

Operational Review:

During the year, the Company has maintained its robust growth as a ‘value retailer’ dealing in a variety of superior quality food and non-food products at affordable prices. The Company’s ‘Reliance Fresh’ stores offer wide assortment of products including private label products which are highly trusted, catering to the needs of the entire family.

The Company has incurred a loss of Rs. 1351.641 millions for the financial year ended March 31, 2010. With the optimization of resources and further scaling up of retail store operations, the Company is confident of posting better results in the future.

form 8 :

This form is for	Creation of charge
Corporate identity number of the company	U01100MH1999PLC120563
Name of the company	RELIANCE FRESH LIMITED
Address of the registered office or of the principal place of business in India of the company	Reliance Corporate Park, Building No. 4 Ground Floor ‘C’ Wing, Thane-Belapur Road, Ghansoli, Navi Mumbai-400701, Maharashtra, India
Type of charge	Movable Property (not being pledge)
Particular of charge holder	HDFC BANK LIMITED Address : HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India Email : ruchita.mehta@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Agreement for Auto loan No. 3271315/336/354/370/392/408/429/447/476/489/ 502/249/292/276/546/531/519/553/550/558/562/ 537dated 30.03.2009.
Date of instrument Creating the charge	30.03.2009
Amount secured by the charge	Rs. 22.500 Millions.
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest : Interest at such rate/s as may be determined by the bank from time to time. Extent and Operation of the charge : First and exclusive charge on the present and future vehicles (purchased under the loan facility) hypothecated and the charge shall stand as security to the repayment and payment by the Company to the Bank for all monies payable under the Agreement for Auto loan entered into between the Company and the Bank. Others : Nil
Short particulars of the property charged	Vehicles as detailed in Schedule B to the Agreement for Auto loan, including future vehicles to be purchased under the loan facility.

FIXED ASSETS:

· Leasehold Improvements

· Electrical Installation

· Equipments

· Plant and Machinery

· Furniture and fixtures

· Vehicles

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 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.44.93
UK Pound	1	Rs.72.91
Euro	1	Rs.64.34

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	--
--CREDIT LINES	1~10	4
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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.