MIRA INFORM REPORT

Report Date :

29.09.2012

IDENTIFICATION DETAILS

Name :	PHOENIX OVERSEAS LIMITED [w.e.f. 14.01.2011]
Formerly Known As :	PHOENIX OVERSEAS PRIVATE LIMITED [w.e.f. 16.12.2008] PHOENIX COMMODITY EXPORT PRIVATE LIMITED
Registered Office :	13 B Bidhan Sarani, Amherst ST, Kolkata – 700006, West Bengal
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	31.12.2002
Com. Reg. No.:	21-095587
Capital Investment / Paid-up Capital :	Rs. 7.238 Millions
CIN No.: [Company Identification No.]	U15314WB2002PLC095587
TAN No.: [Tax Deduction & Collection Account No.]	CALP10301E
PAN No.: [Permanent Account No.]	AADCP0393F
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Trader and Exporter of Agro Commodities.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 690000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is recognized as a “Star Export House” by Government of India. It is an established company having satisfactory track. It has achieved a tremendous increase in its sales during 2011. Trade relations are reported as decent. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual 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.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating : BBB-
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	September 04, 2012

Rating Agency Name	CRISIL
Rating	Short term rating : A3
Rating Explanation	Moderate degree of safety and higher credit risk.
Date	September 04, 2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered/ Corporate Office :	13 B Bidhan Sarani, Amherst ST, Kolkata – 700006, West Bengal, India
Tel. No.:	91-33-22198668/ 9370/ 8752
Fax No.:	91-33-22199368
E-Mail :	phoenixinter@bcril.com copp@bcbil.com accounts@bcbil.com info@craftsdecor.com
Website :	http://www.craftsdecor.com http://www.bagsindia.com http://www.seashellindia.com http://www.knitchoice.com

DIRECTORS

AS ON 30.09.2011

Name :

Mr. Aparesh Nandi

Designation :

Director

Address :

63/1B, Hari Ghosh Street, Flat No. 3A, 3^rd Floor, Kolkata – 700006, West Bengal, India

Date of Birth/Age :

07.07.1963

Date of Appointment :

31.12.2002

Voter ID :

HCH0194654

DIN No.:

00722439

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U51109WB1995PLC075801	BCPL RAILWAY INFRASTRUCTURE LIMITED	Director	30/09/2011	08/12/1995	Active	NO
2	U15314WB2002PLC095587	PHOENIX OVERSEAS LIMITED	Managing director	01/10/2011	31/12/2002	Active	NO
3	U63022WB2004PTC098450	PHOENIX COLD STORAGE PRIVATE LIMITED	Director	30/04/2004	30/04/2004	Amalgamated	NO
4	U51109WB1995PTC073780	RESILIENT EXPORTS PRIVATE LIMITED	Director	10/01/2007	10/01/2007	Active	NO
5	U51909WB2008PTC129126	AN DEALERS PRIVATE LIMITED	Director	05/09/2008	05/09/2008	Active	NO
6	U24100WB2009PTC135503	KBC SOLVEX PRIVATE LIMITED	Director	29/05/2009	29/05/2009	Active	NO

Name :

Mr. Uday Narayan Singh

Designation :

Director

Address :

Bungalow No. 7, Lakeland Country Club Vivian Valley, Bankra, Howrah – 711403, West Bengal, India

Date of Birth/Age :

01.02.1959

Date of Appointment :

31.12.2002

Voter ID :

CHX1600055

DIN No.:

00722449

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U15314WB2002PLC095587	PHOENIX OVERSEAS LIMITED	Whole-time director	01/10/2011	31/12/2002	Active	NO
2	U63022WB2004PTC098450	PHOENIX COLD STORAGE PRIVATE LIMITED	Director	30/04/2004	30/04/2004	Amalgamated	NO
3	U74999WB2008PTC125002	TRICON LOGISTICS ENGINEERING CONSULTANCY PRIVATE LIMITED	Director	16/04/2008	16/04/2008	Active	NO
4	U51109WB1995PLC075801	BCPL RAILWAY INFRASTRUCTURE LIMITED	Director	30/09/2011	19/06/2008	Active	NO
5	U51909WB2008PTC129121	UNS COMMERCIAL PRIVATE LIMITED	Director	05/09/2008	05/09/2008	Active	NO
6	U24100WB2009PTC135503	KBC SOLVEX PRIVATE LIMITED	Director	29/05/2009	29/05/2009	Active	NO

Name :

Jayanta Kumar Ghosh

Designation :

Director

Address :

30/ 26/ 1, Andul Road, Howrah – 711109, West Bengal, India

Date of Birth/Age :

07.01.1964

Date of Appointment :

31.12.2002

Voter ID :

MQC1436096

DIN No.:

00722445

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U51109WB1995PLC075801	BCPL RAILWAY INFRASTRUCTURE LIMITED	Whole-time director	15/07/2008	26/11/2001	Active	NO
2	U15314WB2002PLC095587	PHOENIX OVERSEAS LIMITED	Director	30/03/2012	31/12/2002	Active	NO
3	U63022WB2004PTC098450	PHOENIX COLD STORAGE PRIVATE LIMITED	Director	30/04/2004	30/04/2004	Amalgamated	NO
4	U51109WB1995PTC073780	RESILIENT EXPORTS PRIVATE LIMITED	Director	10/01/2007	10/01/2007	Active	NO
5	U51909WB2008PTC129122	JKG COMMERCIAL PRIVATE LIMITED	Director	05/09/2008	05/09/2008	Active	NO
6	U24100WB2009PTC135503	KBC SOLVEX PRIVATE LIMITED	Director	02/03/2010	02/03/2010	Active	NO

Name :

Mr. Kanhai Singh

Designation :

Director

Address :

32/ 7/ B, Mohanlal Bhalwala Road, Bally, Howrah – 711201, West Bengal, India

Date of Birth/Age :

12.08.1959

Date of Appointment :

31.12.2002

Voter ID :

WB/26/180/495635

DIN No.:

00722435

Other Directorship:

Top of Form S.No. Bottom of Form	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U51109WB1995PLC075801	BCPL RAILWAY INFRASTRUCTURE LIMITED	Whole-time director	15/07/2008	08/12/1995	Active	NO
2	U15314WB2002PLC095587	PHOENIX OVERSEAS LIMITED	Director	30/03/2012	31/12/2002	Active	NO
3	U63022WB2004PTC098450	PHOENIX COLD STORAGE PRIVATE LIMITED	Director	30/04/2004	30/04/2004	Amalgamated	NO
4	U51109WB1995PTC073780	RESILIENT EXPORTS PRIVATE LIMITED	Director	10/01/2007	10/01/2007	Active	NO
5	U51909WB2008PTC129200	KS VINIMAY PRIVATE LIMITED	Director	09/09/2008	09/09/2008	Active	NO
6	U24100WB2009PTC135503	KBC SOLVEX PRIVATE LIMITED	Director	02/03/2010	02/03/2010	Active	NO

KEY EXECUTIVES

Name :	Mr. Tapas Chatterji
Designation :	Export coordinator
Name :	Mr. S.K.Chakraborty
Designation :	Chief Consultant
Name :	Mr. Ujwal Das
Designation :	Chief Execution Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Aparesh Nandi	80093
Uday Narayan Singh	80093
Jayanta Kumar Ghosh	80093
Kanhai Singh	80093
BCPL Railway Infrastructure Limited, India	38800
Debasis Sircar	6093
An Dealers Private Limited, India	88757
JKG Commercial Private Limited, India	87557
KS Vinimay Private Limited, India	77755
UNS Commercial Private Limited, India	79357
Tricon Logistics Engineering Consultancy Private Limited, India	25134
Total	723825

AS ON 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	54.10
Directors or relatives of directors	45.90
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Exporter of Agro Commodities.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Bank of India, Kolkata Mid Corporate Branch, 4, B.T.M. Sarani, Kolkata – 700001, West Bengal, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks secured	26.059	4.621
Working capital loans banks secured	235.941	32.370
Loans taken for vehicles secured	0.805	1.092
Total	262.805	38.083
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans others unsecured	9.600	2.000
Total	9.600	2.000

Banking Relations :	--
Auditors :
Name :	Jain Seth and Company Chartered Accountants
Address :	12/1, Lindsay Street 1st Floor, Kolkata, West Bengal, India
Income-tax PAN of auditor or auditor's firm :	ALLPS1749N
Related Parties :	Ø KBC Solvex Private Limited Ø A.N. Dealers Private Limited Ø J.K.G. Commercial Private Limited Ø U.N.S. Commercial Private Limited Ø K.S. Vinimay Private Limited Ø BCPL Railway Infrastructure Limited Ø KBC Agro Products Private Limited

CAPITAL STRUCTURE

AFTER 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15,000,000	Equity Shares	Rs. 10/- each	Rs. 150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
723,825	Equity Share	Rs.10/- each	Rs. 7.238 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1,600,000	Equity Shares	Rs. 10/- each	Rs. 16.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
723,825	Equity Share	Rs.10/- each	Rs. 7.238 Millions

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		7.238	6.174	5.584
2] Share Application Money		1.100	27.735	0.000
3] Reserves & Surplus		164.051	103.672	63.648
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		172.389	137.581	69.232
LOAN FUNDS
1] Secured Loans		262.805	38.083	51.381
2] Unsecured Loans		9.600	2.000	2.000
TOTAL BORROWING		272.405	40.083	53.381
DEFERRED TAX LIABILITIES		3.852	2.340	1.652
TOTAL		448.646	180.004	124.265
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		105.512	71.561	16.601
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		39.369	33.881	6.465
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	123.341	8.605	44.641
	Sundry Debtors	78.226	10.263	7.634
	Cash & Bank Balances	105.679	53.219	42.525
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	80.800	38.398	39.118
Total Current Assets		388.046	110.485	133.918
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	42.867	8.424	14.008
	Other Current Liabilities	10.422	8.909	5.984
	Provisions	30.992	18.590	12.727
Total Current Liabilities		84.281	35.923	32.719
Net Current Assets		303.765	74.562	101.199
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		448.646	180.004	124.265

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	3149.280	1223.513	940.116
		Other Income	6.969	6.491	5.641
		TOTAL (A)	3156.249	1230.004	945.757
Less	EXPENSES
		Consumption materials changes inventories	2879.515	1127.629
		Manufacturing service costs	0.070	0.037
		Employee related expenses	3.050	2.638
		Administrative selling other expenses	190.716	64.940
		TOTAL (B)	3073.351	1195.244	900.180
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		82.898	34.760	45.577
Less	FINANCIAL EXPENSES (D)		30.707	13.910	7.286
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		52.191	20.850	38.291
Less/ Add	DEPRECIATION/ AMORTISATION (F)		3.434	3.415	0.688
	PROFIT BEFORE TAX (E-F) (G)		48.757	17.435	37.603
Less	TAX (H)		13.914	2.656	13.154
	PROFIT AFTER TAX (G-H) (I)		34.843	20.091	24.449
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		60.201	46.215	21.766
	BALANCE CARRIED TO THE B/S		95.044	60.201	46.215
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	3063.734	1174.203	873.975
	Earnings Per Share (Rs.)
	Basic [A]		48.14	34.74	43.79
	[B]		48.14	18.37	44.11
	Diluted [A]		48.14	32.57	43.79
	[B]		48.14	17.20	44.11

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.10	1.63	2.59
Net Profit Margin (PBT/Sales)	(%)	1.55	1.42	4.00
Return on Total Assets (PBT/Total Assets}	(%)	9.88	9.58	24.98
Return on Investment (ROI) (PBT/Networth)		0.28	0.13	0.54
Debt Equity Ratio (Total Liability/Networth)		2.07	0.55	1.24
Current Ratio (Current Asset/Current Liability)		4.60	3.08	4.09

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	Yes
34]	External Agency Rating, if available	Yes

REVIEW OF OPERATION

During the year, the Company had a total export turnover of Rs. 3063.700 Millions. The Merchant Export Division of the Company exports various animal feeds products like Maize, Rice, Pulses, Wheat, Corns, Soyabean Extraction, Mustard Oil Cake, Fish Meal, Deoiled Rice Bran in countries like Bangladesh. The division also exports Plant and Machinery and other industrial inputs. This division of the Company is effectively supported by a warehouse at Malda which has a capacity of more than 15000 M.T. Located near the Corridor to Bangladesh the Multi-purpose cold store of the Company has immense export potential. With a view to explore this opportunity the Company has decided to expand its capacity to more than 15000 M.T. The CIPC Cold store of the unit with capacity of 2500 M.T has been designed to Store Potato forming less sugar content, which the diabetic patients can freely consume without any harmful effect. The Company s garment manufacturing division has registered a healthy growth of more than 100 and recorded an export turnover of Rs.34.700 Millions. To various European countries like France, Italy, Germany. The Company has entered into a Joint Venture with three other parties, two of which are from India and the third is a Bangladesh National, for Rice Bran Oil Extraction at Dhaka, Bangladesh. The business is in the form of a SPV namely KBC Agro Products Private Limited and Phoenix Overseas Limited is a 25 stake holder in the SPV. The SPV has commenced commercial operations from October 2010 and has achieved operating profitability in the short span of 5 months. The main USP of the unit is easy availability of Rice Bran at Bangladesh and the huge demand for Deoiled Rice Bran at Bangladesh, which at present is mainly exported from India. At present the Rice Bran Oil from the unit is mainly exported to India but in order to add further value to the operations of the SPV, work on setting up a refinery at the same factory has started and commercial operations are expected to commence by the end of Calendar Year 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian Economy has emerged with remarkable rapidity from the slowdown caused by the global financial crises of 2008-09. Growth in 2010-11 was strong with a rebound in agriculture, continued momentum in manufacturing sector and a good financial services performance representing an increase in the Gross Domestic Product (GDP) to 8.5 during 2010-11 as compared to 8 in the year 2009-10. Growth in the Index of Industrial Production (IIP) was buoyant during the first two quarters of the financial year under consideration. However Inflation continues to be cause for concern. The financial year 2010-11 started with a double digit headline inflation of 11.0 in April 2010. A rise in savings and investments has helped in containing inflationary pressures which remained at elevated levels for a larger part of the current fiscal. Though downside risks of global events, particularly movement of prices of commodities like crude oil (mainly due to political turmoil in Middle East), remain, the Indian Economy is poised to further improve and consolidate in terms of key macroeconomic indicators. India has entered the club of top 20 exporters of goods and reclaimed its position among top 10 services exporters in 2010. India s goods exports rose by 31 per cent in 2010, helping it to improve its world ranking moving up two places to 20 from 22 in 2009.

OUTLOOK

The Bangladesh Government in encouraging Industrialization of Bangladesh. Since the Company has experience in Project Exports, it can easily capitalize on the opportunity. The Company has a state of the art Cold Storage near the Indo-Bangla border, which would help the Company to provide strategic support to its importers by enabling them to procure perishable goods from all over the country and store them before taking them into Bangladesh.

SCHEME OF AMALGAMATION

Pursuant to the Scheme of Amalgamation sanctioned by the Hon ble High Court at Calcutta, Phoenix Cold Storage Pvt. Ltd. (hereinafter PCSPL), a Company engaged in the business of providing storage facilities for perishable goods has been amalgamated with the Company with effect from 1st April; 2009, (the transfer date). The certified copy of the aforesaid order was filed with the Registrar Companies, West Bengal on 03.08.2010 by all companies, where upon the scheme became effective. The Amalgamation has been accounted for under the Pooling of Interest method as prescribed by the Accounting Standard (AS-14) issued by the Institute of Chartered Accountant of India. Accordingly all the assets, liabilities and reserves as at 01.04.2009 of PCSPL have been transferred at their book values and vested in the Company. Surplus on Amalgamation has been transferred to Capital Reserve Account. The summary of the scheme is mentioned hereunder: In accordance with Scheme, all the assets, liabilities and reserve of PCSPL have been transferred at book values and vested in the company with effect from 01.04.2009. Shareholders holding 5,85,700 equity shares of Rs. 10/- each fully paid up in PCSPL have been allotted 1 equity share of Rs. 10/- each fully paid up in the Company for every 15 equity shares held in the erstwhile PCSPL. The necessary formalities of updating the name of the Company with various statutory and other bodies is yet to be completed. As such some transactions are still made in the name of M/S. Phoenix Cold Storage Private Limited

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U15314WB2002PLC095587
Name of the company	PHOENIX OVERSEAS LIMITED
Address of the registered office or of the principal place of business in India of the company	13B Bidhan Sarani, Amherst St, Kolkata - 700006, West Bengal, India Email ID: phoenixinter@bcril.com
This form is for	Modification of charge
Charge identification number of the modified	10226739
Type of charge	Immovable Property Book Debts Movable Property Others (Plant and Machinery)
Particular of charge holder	Bank of India, Kolkata Mid Corporate Branch, 5, B.T.M. Sarani, Kolkata – 700001, West Bengal, India Email ID: MCB.Kolkata@bankofindia.co.in
Nature of description of the instrument creating or modifying the charge	i) Supplemental Deed of Hypothecation of Tangible Movable Properties, ii) Supplemental Deed of Charge And Hypothecation of Book Debts, iii) Supplemental Deed of Hypothecation of Tangible Movable Machinery and Plant, iv), v), vi), viii) No Instrument, Supplemental Oral Assent, ix) No Instrument, Oral Assent
Date of instrument Creating the charge	16.02.2012
Amount secured by the charge	Rs. 800.400 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Cash Credit: Base Rate + 3.00%, present effective 13.75% p.a. payable with monthly rests. Term Loan: Base Rate + 3.75% presently at 14.50% p.a. payable with monthly rests. Terms of Repayment CC repayable on demand. Term Loan of Rs.9.800 Millions repayable in 10 Half yearly Installments of Rs. 0.980 Million each, commencing from March, 2012. *Interest charged in the account to be repaid separately, monthly as and when charged. Margin Export Division: EPC against LC 90 days:10%, EPC (LC 270 days):10%, EPC (Orders 90 days): 10%, CC (Stock): 25%, CC (Book Debts upto 90 days): 40%, LC (F) (DP/ DA-45 days): 15%, BG: 10%. Cold Storage Division: TL: 28.19%, CC (Stock): 25%, BG (I): 10%. Extent and Operation of the charge First charge on hypothecation of stock, book debts and plant and machinery of the company, both present and future And Extension of Equitable mortgage over immovable properties of the company.
Short particulars of the property charged	All tangible movable machinery and plant (both present and future) or about the borrowers premises and godowns at Kantabari, P.O. Narayanpur, Malda. All type of agriculture commodities including in particulars maize, rapeseed, soybean extraction, poultry feed etc. & also machineries wheresoever situated and/or in transit. All the book debts, outstanding, moneys receivable, claims & bills etc. All the stock of potato, carrot, other vegetable and fruits lying in the cold storage or godown and/or wherever in transit. Eq Mortgage of Office Space being Room No.302 on the 3rd floor, vide Title Deed No.I-05678 dt.02.02.10 measuring super built area of 667.79 sq. ft. situated at 13B, Bidhan Sarani, Building known as Chanda Plaza, Kolkata-700005. Eq Mortgage of Office Space being Room No.3D on the 3rd floor, measuring super built up area of 503 sq. ft. together with one open car parking space on the ground floor lying and situated at Premises No.13B, Bidhan Sarani, Building known as Chanda Plaza, Kolkata-700005 vide Title Deed No.I-01996 dt.12.07.10. Eq. Mortgage of godowns and land at Kathabari, Malda vide Title Deed No.48 and 49 dt.16.04.04 (Area 0.70 and half acres + 0.70 and half = 1.41 acres). Eq Mortgage of leased land, building and plant and machinery of Cold Storage at Mouza- Kaludewan, J.L.No.94, District Malda, (Area - 3.5807 Acres) vide Lease/ Title Deed No.I-612 dt.22.06.05. Creation of Eq. Mortgage of landed property Plot No.102,R.S. Khatian No.1267,1268, L.R. Khatian No.1875, J.L.No.101, measuring an area of 42 Decimals or 25.41 Cottahs lying and situated at Mouza-Jhanjra, Gram Panchayet - Mangalbari, P.O. Narayanpur, District Malda, P.S. and District Malda vide Title Deeds No.I-10575 dt.06.10.10.
Date of latest modification prior to the present modification	16.02.2012
Particulars of the present modification	Overall limit has been increased/ realigned/ revised from Rs.485.700 Millions to Rs.800.400 Millions, the borrower has created additional security by way of creation and extension of equitable mortgage over immovable properties of the company (described as above) and hypothecation has been extended to cover the Overall limit. i) Phoenix Overseas Ltd for Rs.545.400 Millions and ii) BCPL Railway Infrastructure Ltd for Rs.255.000 Millions.

CONTINGENT LIABILITIES

a) Demand for Rs. 14.314 Millions on account of Customs duty and Rs. 16.314 Millions on account of Penalty has been raised against the Company by the Commissioner of Central Excise, Customs and Service Tax, Indore vide his order no. 05/COMMR/CUS/IND/2010 dt. 30.08.2010. In the order it has been stated that the Company has enjoyed the benefit of duty free imports under the Target Plus Scheme without adhering to the stipulations of the scheme. The Company has gone for appeal against the order, before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi. The final disposal of the appeal is pending.

b) In the course of Income Tax assessment of the erstwhile Phoenix Cold Storage Private Limited for the Asst. Yr. 2007 08 an amount of Rs. 2.649 Millions has been added back to the returned income, thereby reducing the loss claimed by the Company. An appeal has been preferred against this action of the Assessing Officer. If the appeal order goes against the Company, Income Tax Liability would arise to the extent of about Rs. 1.000 Million

c) Stocks worth Rs. 2.287 Millions lying with others are not verifiable as the Party is claiming that the stocks have been confiscated by the Excise authorities. However the Company is having security deposits to the tune of Rs.3.467 Millions from the same party.

d) Foreign Bills negotiated on behalf of the Company by the Bank, pending realization by the Bank Rs. 223.285 Millions

FIXED ASSETS:

Ø Building

Ø Office Premises

Ø Land

Ø Leasehold land

Ø Computer and Software

Ø Office Equipment

Ø Furniture and Fixture

Ø Electrical Installation

Ø Plant and Machinery

Ø Vehicle

Ø Work in Progress for Building

WEBSITE DETAILS

PROFILE:

They are a group of companies from India, doing various exports and import activities since the year 1999 and recognized as a “star export house” by Government of India and an “ISO 9001:2000 certified organization.

With creativity, technical know-how, consistant product development and efficient marketing strategies, they follow a future oriented policy. Their mission is to find the product that meets their customer’s exact requirements. Their endeavoring commitment to “quality service and professionalism” in products and services helped them to gain a foothold in the global arena and establish ourselves as one of the most trusted and reliable vendor; which propels us to offer 100% customer satisfaction.

They deal with and export traditional and trendy handicrafts without intermediary new and unusual products enabling us to offer excellent value and fast selling accessories which have a unique difference with a competitive price.

Their uniqueness lies in its multi-faceted and holistic approach to artisan enterprise development, which is designed to provide sustainable economic and social benefits to artisans and their communities. They work with artisans across the India. Their motto is to assist the traditional artisans of our country to make their products suitable for contemporary markets.

Their main social objectives is to promote and sponsor advanced design and technology development training programmes and provision of other facilities and vocational training programmes to improve skills in designs in order to develop handicraft design in keeping with local and export market trends.

So they do not sale products, they sale concepts with fantasy……….. To keep their utmost social commitments.

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. 52.70
UK Pound	1	Rs. 85.71
Euro	1	Rs. 68.15

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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		46

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

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.