MIRA INFORM REPORT

Report Date :

13.01.2012

IDENTIFICATION DETAILS

Name :	DEVASHREE FOODS PRIVATE LIMITED (w.e.f. 05.09.2001)
Formerly Known As :	CANWOOD MATERIALS MANAGEMENT COMPANY PRIVATE LIMITED (w.e.f. 22.03.1993) CONWOOD AUTO AND APPLIANCES PRIVATE LIMITED (w.e.f. 23.02.1984) CONWOOD CONSUMER SALES PRIVATE LIMITED
Registered Office :	36, Rajnigandha Shopping Centre, 1^st Floor, Gokuldham, Goregaon (East) Mumbai – 400063, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	26.06.1982
Com. Reg. No.:	11 – 27524
Capital Investment / Paid-up Capital :	Rs.13.747 Millions
CIN No.: [Company Identification No.]	U51900MH1982PTC027524
TAN No.: [Tax Deduction & Collection Account No.]	MUMD09548A
PAN No.: [Permanent Account No.]	AAACC2407L
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Distributor, Exporter and Importer of Food Products, Ghee, Butter, Lactose, Fenugreek, Fresh Grapes etc.
No. of Employees :	100 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (18)

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. There appears huge accumulated losses recorded by the company. Profitability of the company is under pressure. 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 a secured trade 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.

INFORMATION PARTED BY

Name :	Ms. Sabeena
Designation :	H R Officer
Contact No.:	91-9820889911
Date :	12.01.2012

LOCATIONS

Registered/ Corporate Office :	36, Rajnigandha Shopping Centre, 1^st Floor, Gokuldham, Goregaon (East) Mumbai – 400063, Maharashtra, India
Tel. No.:	91-22-42313000
Mobile No.:	91-9820889911 (Ms. Ajita and Ms. Sabeena)
Fax No.:	91-22-42313099
E-Mail :	info@devashreefoods.com info@dfpl.co.in sabeena.balan@dfpl.co.in
Website :	http://www.devashreefoods.com http://www.dfpl.co.in
Location :	Owned
Factory :	Survey No.221, Village Umbre, Khopoli Pali Road, Taluka Khalapur, Maharashtra, India
Tel No.:	91-219-2277115
Location :	Owned
Branch Office :	Located at :- · Ahmedabad, Gujarat · New Delhi, India · Bangalore Karnataka, · Bhiwandi, Maharashtra · Guwahati, Assam · Jaipur, Rajasthan

DIRECTORS

(AS ON 30.09.2011)

Name :

Mr. Deepak S. Jain

Designation :

Managing Director

Address :

61/A, Shruti Yashodham, Goregaon (East), Mumbai – 400063, Maharashtra, India

Date of Birth/Age :

04.07.1960

Date of Appointment :

09.01.2002

DIN No.:

00088557

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U51900MH1982PTC027524	DEVASHREE FOODS PRIVATE LIMITED	Managing director	9/1/2002	9/1/2002	Active	NO
2	U74140DL2004NPL125424	CENTRE FOR INTERNATIONAL TRADE IN AGRICULTURE AND AGRO BASED INDUSTRIES	Additional director	11/9/2007	11/9/2007	Active In Progress	NO

Name :

Mr. Vijay Rathi

Designation :

Director

Address :

C-1002, Laksh Chandi Heights Gokuldham, Goregaon (East), Mumbai – 400063, Maharashtra, India

Date of Birth/Age :

13.05.1958

Date of Appointment :

15.06.2001

DIN No.:

00088905

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U51900MH1982PTC027524	DEVASHREE FOODS PRIVATE LIMITED	Director	15/06/2001	15/06/2001	-	Active	NO
2	U52110MH2007PTC168621	NEUTRA FOODS AND FATS PRIVATE LIMITED	Director	12/3/2007	12/3/2007	30/03/2008	Active	YES

Name :

Mr. Devendrakumar Ramratan Garg

Designation :

Director

Address :

202, Janak Vasant, Vally CHS. Off Gen, A K Vaidya Marg, Malad (East), Mumbai – 400097, Maharashtra, India

Date of Birth/Age :

22.08.1961

Date of Appointment :

28.06.2011

DIN No.:

00806390

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U01110MH1994PTC082534	NOVEL AGRO PRODUCTS PRIVATE LIMITED	Director	18/08/2009	18/08/2009	Amalgamated	NO
2	U51900MH1982PTC027524	DEVASHREE FOODS PRIVATE LIMITED	Director	30/09/2011	28/06/2011	Active	NO

KEY EXECUTIVES

Name :	Mr. Ajita
Designation :	Key Executive
Name :	Mr. Sabeena
Designation :	H R Officer
Name :	V. G. Venkatraman and Company
Designation :	Company Secretaries
Address :	Room No. 3, First Floor, Jayanti Apartments, Jatashankar Dossa Road, Mulund West, Mumbai – 400080
Tel. No. :	91-22-25900639
Mobile No :	91-9869000467
Email :	vgv45@vsnl.com

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2011)

Names of Shareholders	No. of Shares
Deepak Jain HUF	1180750
Deepak S. Jain	175000
Santosh Singania	3000
Santosh Singania and Manju Singhania	500
Vedija Aggarwal	3500
Devendra Garg and Alka Garg	1000
N. Ashok and Usha Ashok	1000
Alka Garg and Devendra Garg	5000
Benu Rathi	2500
Vijay Rathi	2500
Total	1374750

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Directors or relatives of directors	99.46
Other top fifty shareholders	0.54
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Distributor, Exporter and Importer of Food Products, Ghee, Butter, Lactose, Fenugreek, Fresh Grapes etc.

Products :

Product Description	Item Code No.
Butter	0.405.000
Cheese	0.406
Ghee	0.4059020

Exports :

Products :

· Food Products

· Ghee, Butter

· Lactose

· Fenugreek

· Fresh Grapes

Countries :

· Sri Lanka

· Bangladesh

· Egypt

· Dubai

· Taiwan

Imports :

Products :

Machinery

Countries :

China

Terms :

Selling :

Cash and Credit

Purchasing :

Cash and Credit

GENERAL INFORMATION

Customers :

Wholesalers, Retailers and Manufacturer

· Amul

No. of Employees :

100 (Approximately)

Bankers :

· Oriental Bank of Commerce,

Gokuldham, Goregaon (East), Mumbai – 400063, Maharashtra, India

· Union Bank of India,

Mumbai, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
From Bank
Term Loan from a Bank	201.169	187.959
Working Capital Loan from a Bank	25.102	22.147
From Others
Vehicle Loan	0.000	0.107
Total	226.271	210.213
Note : The above loan are secured by 1. Equitable Mortgage of Factory land and building and hypothecation of plant and Machinery 2. Hypothecation of stock and book debts 3. Hypothecation of vehicle financed 4. Pledge of Fixed Deposit
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
From Shareholders / Ex- Director	44.500	30.000
Total	44.500	30.000

Banking Relations :	--
Auditors :
Name :	M. A. Parikh and Company Chartered Accountants
Address :	Yusuf Building, 2^nd Floor, 43, M. G. Road, Fort, Mumbai – 400001, Maharashtra, India
Tel. No.:	91-22-2041018/ 22043850
Fax No.:	91-22-22874524
PAN No.:	AAAFM1433H
E-Mail :	maparikh@vsnl.net
Subsidiaries :	Novel Agro Products Private Limited CIN No. : U01110MH1994PTC082534

CAPITAL STRUCTURE

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
4300000	Equity Shares	Rs.10/- each	Rs.43.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1374750*	Equity Shares	Rs.10/- each	Rs.13.747 Millions

* Out of the above 585,000 Equity Shares of Rs.10/- each are allotted as fully paid up bonus shares by capitalization of reserves.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		13.747	13.747	13.747
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		44.280	19.387	50.019
4] (Accumulated Losses)		(63.826)	(9.270)	0.000
NETWORTH		(5.799)	23.864	63.766
LOAN FUNDS
1] Secured Loans		226.271	210.213	149.571
2] Unsecured Loans		44.500	30.000	15.000
TOTAL BORROWING		270.771	240.213	164.571
DEFERRED TAX LIABILITIES		15.943	0.000	0.000
TOTAL		280.915	264.077	228.337
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		228.840	237.675	14.512
Capital work-in-progress		0.124	20.636	205.313
INVESTMENT		0.000	1.597	1.597
DEFERREX TAX ASSETS		0.000	0.000	0.000
PRE-OPERATIVE EXPENDITURE		0.000	0.000	11.118
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	40.335	33.330	11.950
	Sundry Debtors	14.266	4.184	5.147
	Cash & Bank Balances	7.082	3.312	4.087
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	19.870	12.742	27.454
Total Current Assets		81.553	53.568	48.638
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	24.472	45.948	34.287
	Other Current Liabilities	3.171	2.537	4.154
	Provisions	1.959	0.914	14.400
Total Current Liabilities		29.602	49.399	52.841
Net Current Assets		51.951	4.169	(4.203)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		280.915	264.077	228.337

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	293.814	196.312	158.700
		Commission	29.721	1.574	4.082
		Other Income	2.983	NA	NA
		TOTAL	326.518	NA	NA
Less	EXPENSES
		TOTAL	333.930	NA	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(7.412)	(16.566)	5.847
Less/ Add	DEPRECIATION/ AMORTISATION		31.471	23.337	2.296
	PROFIT BEFORE TAX		(38.883)	(39.903)	3.551
Less	TAX		16.153	0.000	1.170
	PROFIT AFTER TAX		(55.036)	(39.903)	2.381
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	30.632	28.251
	BALANCE CARRIED TO THE B/S		NA	(9.271)	30.632
	EARNINGS IN FOREIGN CURRENCY
		Export of Trading Goods Calculated on FOB Basis	3.440	0.758	5.446
	TOTAL EARNINGS		3.440	0.758	5.446
	IMPORTS
		Raw Materials	0.378	0.064	0.364
		Trading Materials	9.601	6.312	1.653
		Packaging Materials	2.575	4.249	1.005
		Capital Goods	0.000	7.810	83.131
	TOTAL IMPORTS		12.554	18.435	86.153
	Earnings Per Share (Rs.)		(40.03)	(29.03)	20.54

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(16.86)	NA	NA
Net Profit Margin (PBT/Sales)	(%)	(13.23)	(20.32)	2.24
Return on Total Assets (PBT/Total Assets}	(%)	(12.53)	(13.70)	5.62
Return on Investment (ROI) (PBT/Networth)		(6.71)	(1.67)	0.05
Debt Equity Ratio (Total Liability/Networth)		(51.80)	12.14	3.40
Current Ratio (Current Asset/Current Liability)		2.75	1.08	0.92

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Sundry Creditors	24.472	45.948	34.287
Total	24.472	45.948	34.287

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	-----
No. of Employees	Yes
Name of Person Contacted	Yes
Designation of Contact person	Yes
Turnover of Firm for last three years	No
Profitability for last three years	No
Reasons for variation <> 20%	-----
Estimation for coming financial year	No
Capital in the business	Yes
Details of sister concerns	-----
Major Suppliers	No
Major Customers	Yes
Payments Terms	Yes
Export/ Imports Details (If applicable)	Yes
Market Information	-----
Litigations that the firm/ Promoters Involved in	-----
Banking details	Yes
Banking Facility Details	No
Conduct of the Banking Account	-----
Buyer visit details	-----
Financials, if provided	No
Incorporation details is applicable	-----
Last Accounts filed at ROC	-----
Major Shareholders, if available	-----

SCHEME OF AMALGAMATION

The scheme of amalgamation is presented as an integrated and complete scheme of Amalgamation of Novel Agro Products Private Limited, 100% subsidiary Company with its Holding Company Devashree Foods Private Limited and its Shareholders, pursuant to section 391 to 394 and other relevant provisions of the Companies Act 1956.

Both Companies were engaged in the business of food products and related activities. The amalgamation will bring the expansion of the activity and will result in better administration and achieve economy in the operations and result into long-term economy and benefits for the shareholders of the Company.

The Scheme of amalgamation has become effective on 06 May, 2010, having received the Regulatory approvals, interalia, the sanction of the Hon'ble Bombay High Court.

OPERATIONS:

The company's turnover has increased by 14.97% from Rs.196.312 Millions in the previous year to Rs.293.814 Millions. The commission income has increased from Rs.1.574 Millions in the previous to Rs. 29.721 Millions. The loss before tax has decreased marginally 2.55% from Rs, 39.903 Millions in the previous year to Rs.38.883 Millions. The loss in the current year, as in the previous years, is mainly due to depreciation and interest on the project at Plant umbre. The company has completed the implementation of the project during the current year but sales have still to pick up.

CONTINGENT LIABILITIES:

Particulars	31.03.2011	31.03.2010
	(Rs. In Millions)
Guarantees Given by banks on behalf of the company	0.424	1.483
Estimated amount of contract’s remaining to be executed on capital accounts and not provided or (net of advance)	1.044	0.336

TRADE REFERENCE:

· Amul

FORM: 8

Corporate identity number of the company	U51900MH1982PTC027524
Name of the company	DEVASHREE FOODS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	25, Rajnigandha Shopping Centre, Gokuldham, Goregaon East, Mumbai – 400063, Maharashtra, India info@dfpl.co.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10113919
Type of charge	Immovable property
Particular of charge holder	Union Bank of India Corporate and SME Branch, Powai, Adi Shakarcharya Mar, Opposite Powai Lake, Powai, Mumbai – 400072, Maharashtra, India cbspowai@unionbankofindia.com
Nature of instrument creating charge	Equitable Mortgage for Memorandum of Deposit of Title Deeds
Date of instrument Creating the charge	06.12.2010
Amount secured by the charge	Rs.290.800 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Together with interest compound and /or additional interest in case of default exchange fluctuations, costs charges expenses etc Terms of repayment Fund Based Limits and Non Fund Based Limits excluding Term Loans on Demand and Term Loans in installments Margin As per sanction terms Extent and operation of the charge To additionally secure various revised facilities aggregating to Rs.290.800 Millions granted by the Bank to the Company as under :- Fund Base Limits Rs.73.000 Millions W/W Import/Inland LC (Rs.15.000 Millions) Non Fund Based Limits Rs.2.500 Millions Term Loan I Rs.162.100 Millions Term Loan II Rs.29.000 Millions Funded Interest TL Rs.24.200 Millions Total Aggregating Rs.290.800 Millions
Short particulars of the property charged (Including location of the property)	Extension of Equitable Mortgage by Deposit of Title Deeds by oral consent in respect of Company's Immovable Property viz All that Piece of Land known as Survey No.221/1 and 221/2 within the Village limits of Umbre, Taluka and Registration Sub-District Khalapur District and Registration District Raigad containing by admeasuring 18040 Sq. Mtrs or thereabout and bounded as follows that is to say: On or towards the North by : Survey No.223/2 On or towards the South by : Survey No.220 On or towards the East by : Khopoli Pali Road On or towards the West by : Survey No.220
Particulars of the present modification	Vide this modification charge amount enhanced from Rs.275.200 Millions to Rs.290.800 Millions by addition of 15.600 Millions and secured against Extension of Equitable Mortgage by Deposit of Title Deeds by oral consent in respect of Company's Immovable Property viz All that Piece of Land known as Survey No.221/1 and 221/2 within the Village limits of Umbre, Taluka and Registration Sub-District Khalapur District and Registration District Raigad containing by admeasuring 18040 Sq. Mtrs

FIXED ASSETS

Ø Land – Freehold

Ø Factory Building

Ø Machinery

Ø Furniture and Fixtures

Ø Office Equipments

Ø Computers

Ø 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 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.51.83
UK Pound	1	Rs.79.42
Euro	1	Rs.65.90

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	2
--LEVERAGE	1~10	2
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		18

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.