MIRA INFORM REPORT

Report Date :

13^th May 2006

IDENTIFICATION DETAILS

Name :	GOODEARTH MARITIME LIMITED
Registered Office :	Green Park, Plot No. 113/114, Tagore Road, Sector 8, Gandhidham – 370 201, Gujarat, India
Country :	India
Financials (as on) :	31.03.2004
Date of Incorporation :	5^th May, 2000
CIN No.:	U63020GJ2000PLC037972
Com. Reg. No.:	04-37972
TAN No.: (Tax Deduction & Collection Account No.)	CHEGO2396C
Legal Form :	A closely held public limited liability company
Line of Business :	Shipping Transport Operations.

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small

Maximum Credit Limit :	USD 1000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is engaged in the business of Shipping and transport operation owning a fleet of ships. The Company’s business is progressing very well. Directors are well experienced and resourceful businessmen. Their trade relations are fair. Payments are usually correct and as per commitments. With acquisition of fleet of ships, the company expects to perform better in the years to come. Trade relations are fair. Payments are usually correct and as per commitments. The Company can be considered good for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	Green Park, Plot No. 113/114, Tagore Road, Sector 8, Gandhidham – 370 201, Gujarat, India
Tel. No.:	91-2836-233841/234259
Fax No.:	91-2836-255449/233400
E-Mail :	archean@vsnl.com / info@archeangroup.com
Website :	http://www.archeangroup.com
Area :	Owned
Location :	Residential and Commercial
Head Office/Corporate Office :	Haveli No. 2 (Old No. 32-A), North Cresent, T. Nagar, Chennai – 600 017, Tamilnadu
Tel. No.:	91-44-28153479/81/28154060/28150496/28254661
Fax No.:	91-44-2815679728258508
E-Mail :	archean@vsnl.com / archeangroup@vsnl.com
Website:	http://www.archangroup.com
Area :	Owned
Branches :	Jakhau Port, Jakhau Village, Taluka Absada, District Kutch, Gujarat
Tel. No.:	91-2536-286397
Area :	Leased

DIRECTORS

Name :	Mr. Panduruti Brahma Anandham
Designation :	Chairman
Address :	9 Giri Road T. Nagar, Chennai – 600 017, Tamilnadu
Tel No. :	91-44-28154060/28150496
Email :	info@archeangroup.com
Date of Birth/Age :	01.12.1938
Qualification :	B.Com
Experience :	40 years
Date of Appointment :	05.05.2000
Name :	Mr. S. Madhan
Designation :	Managing Director
Address :	188-B S Marys Road, R.A., Puram Vidyatheerth Nagar Chennai – 600 008, Tamilnadu
Tel No. :	91-44-28254060/28254661
Email :	archean@vsnl.com
Date of Birth/Age :	06.05.1956
Qualification :	B.Com
Experience :	20 years
Date of Appointment :	11.05.2000
Name :	Mr. Panduruti Ranjit
Designation :	Director
Address :	9, Giri Road, T. Nagar, Chennai – 600 017, Tamilnadu
Date of Birth/Age :	01.03.1950
Date of Appointment :	11.06.2004

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
Mr. Panduruti Brahmanadan	4,00,400
Mr. Panduruti Ranjit	3,00,100
Mr. S. Madan	100
Mr. K. Jaishankar	100
Mr. Panduruti Ravi	3,00,000
Mr. Panduruti Anandam	8,00,000
Jakhavu Salt Company Private Limited	7,80,000
Archean Granites Private Limited	15,62,200
Total	414,29,00

BUSINESS DETAILS

Line of Business :

Shipping Transport Operations.

Products :

Product Description	Item Code No (ITC Code)
Shipping	251611.00

Exports to :

Japan, Germany, Italy, Middle East, USA, Taiwan, U.K. Australia, PR China, S. Korea, Europe

Imports from :

Japan, Germany, Italy, Middle East, USA, Taiwan, U.K. Australia, PR China, S. Korea, Europe

Terms :

Selling :

Cash and Credit

Purchasing :

Cash and Credit

GENERAL INFORMATION

Customers :

Ø Manufacturers

Ø Retailers

Ø Wholesalers

Ø Trading Firms

Ø Buying Agents

Ø Corporate Accounts

No. of Employees :

300

Bankers :

Ø Syndicate Bank

Ahmebadad, Gujarat

Ø Canara Bank

Overseas Branch, 770-A, Anna Salai,

Spencer Town, Chennai – 600 002, Tamilnadu

Ø State Bank of India

Overseas Branch,

World Trade Centre,

Cuffe Pardade, Mumbai-400005

Facilities :

Secured Loan	(Rs in millions)
Term Loan from GIIC	19.191
Interest accrued and due thereon	0.514
Term Loan from Canara Bank, Overseas Bank	249.835
Overdraft Account with Canara bank Overseas Branch	25.741
With other financial institutions- Citi Bank HP secured by specific assets	0.172
Total	295.453

Banking Relations :	Satisfactory
Auditors :	V. Chandrashekharan & Associates Chartered Accountants Kalpataru Complex, 1^st Floor, 44, C. P. Ramashwamy Road, Alwarpet, Chennai – 600 018, Tamilnadu
Tel. No.:	91-44-24970279/24662576
Mobile No.:	91-44-24662576
Associates :	Ø Jakhau Salt Company Private Limited 32-D, North Crescent Road, T. Nagar, Chennai- 600017 Ø Archean Granites Private Limited 32-D, North Crescent Road, T. Nagar, Chennai- 600017

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
30,00,000	Equity Shares	Rs. 10/- each	Rs. 30.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
	Issued Capital
30,00,000	Equity Shares	Rs. 10/- each	Rs. 30.000 millions
	Share Application Money		Rs. 34.287 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2004	31.03.2003	31.03.2002
SHAREHOLDERS FUNDS
1] Share Capital	30.000	30.000	30.000
2] Share Application Money	34.287	34.287	0.000
3) Reserves and Surplus	211.031	17.725	0.708
NETWORTH	275.318	82.012	30.708
LOAN FUNDS
1] Secured Loans	295.454	139.610	26.558
2] Unsecured Loans	0.000	0.000	0.967
TOTAL BORROWING	295.454	139.610	27.525
Deferred Tax Liabilities	27.804	7.342	0.000
TOTAL	598.576	228.964	58.233
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]	408.719	195.142	0.061
Capital work-in-progress	2.000	0.000	59.426
INVESTMENTS	0.010	--	--
CURRENT ASSETS, LOANS & ADVANCES
Inventories	14.562	0.000	0.000
Sundry Debtors	173.828	2.058	2.305
Cash & Bank Balances	18.755	0.509	0.535
Loans & Advances	134.950	42.933	0.213
Total Current Assets	342.095	45.500	3.053
Less :
Current Liabilities	154.413	10.394	4.585
Provisions		1.507	0.000
Total Current Liabilities	154.413	11.901	4.585
Net Current Assets	187.682	33.599	(1.532)
MISCELLANEOUS EXPENSES	0.175	0.223	0.278
TOTAL	598.576	228.964	58.233

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2004	31.03.2003	31.03.2002
Sales Turnover [including other income]	1008.144	289.165	150.215
Profit/(Loss) Before Tax	218.990	25.865	0.709
Provision for Taxation	25.684	1.507	--
Profit/(Loss) After Tax	193.306	24.358	0.709
Export Value	341.163	17.761	--
Import Value	--	219.783	--
Total Expenditure	789.154	263.300	149.507

KEY RATIOS

PARTICULARS		31.03.2004	31.03.2003	31.03.2002
PAT / Total Income	(%)	19.16	8.42	0.04
Net Profit Margin (PBT/Sales)	(%)	21.72	8.94	0.47
Return on Total Assets (PBT/Total Assets}	(%)	29.17	10.74	1.13
Return on Investment (ROI) (PBT/Networth)		0.80	0.32	0.02
Debt Equity Ratio (Total Liability/Networth)		1.63	1.85	1.00
Current Ratio (Current Asset/Current Liability)		2.22	3.82	0.66

LOCAL AGENCY FURTHER INFORMATION

Fixed Assets

Ø Land

Ø Building

Ø Ships, Tugs and Barges

Ø Plant and Machinery

Ø Other Fixed Assets

Ø Furniture and Fixture and Office Equipments

Ø Vehicles

Review of performance :

The Directors are very happy to inform that during the year under review, the company has acquitted two Bulk Carriers : MV Good day, and MV Good Light with term Loan assistance from Canara bank. Further by entering into trading arrangement, the company is also operating under its management two other bulk carries.

The acquisition of the ships were strategically well timed to take advantages of the buoyant freight rate market. during the year under review, China played a major role in the upward trend in the freight rates, especially during the later half of the rate and it is expected that the present trend may continue for months to come.

During the year under review, the company has undertaken 28 voyages. The company carried bulk cargo of 1208000 MT. After commencement of acquisition of own fleet, the year under review is the first full year of operation hence the figures for the previous year are not comparable.

The company has made a PBT of Rs. 218.990 millions and under the provision of Sections 33 AC of the Income tax Act 1961 a sum of Rs. 154.450 millions has been transferred to Ship Acquisition Reserve. Further a sum of Rs. 4.886 millions has been provided under MAT liability. After a sum of Rs. 20.462 millions has been set aside toward deferred Tax liability Rs. 38.876 millions is being carried forward to Balance Sheet.

Prospects :

The company has further plans to acquire and build additional ships in the coming years to strengthen its fleets. The directors are pleased to inform that the company has signed a contract for building new ships and tied up term loan assistance from Financial Institutions.

History

Subject is incorporated with the object to acquire, take on lease, build, modify, hire jetty, decks, whare and piers, ports and to own, build, provide, operate material handling facility and stock yard, shipping transport, charter bare boats, etc.

Its income from operations include Shipping Operations, Port, Operations, Freight Income, Foreign Currency Income, etc.

The company’s fixed assets include Ships, Tugs and Barges.

M/s. Goodearth Maritime Limited was promoted mainly for the purpose of shipping activity and material handling facility. The company entered into sub-lease agreement with Wellbrines Chemicals Limited, the original Licensee for development of Jakhau Port, (Kutchh), Gujarat. The company’s proposal for taking the Jakhau Port on lease was approved by State Finance Corporation and they have sanctioned Rs. 50.000 millions for the purpose. With View to provide a thrust to its logistic operations, with support and assistance of Canara Bank, the company has acquired a fleet of ship, Barg, Tugs during the year. The company chartered 11 ships and along with its own fleets carried bulk materials of 441859 MTs. With Profit before tax Rs. 258.65 Million during the year 2002-2003.

Name of the company

GOODEARTH MARITIME LIMITED

Presented By

GOODEARTH MARITIME LIMITED

INDIAN OVERSEAS BANK, NEHRU PARK BRANCH 872, POONAMALLEE HIGH ROAD, CHENNAI –600084

1) Date and description of instrument creating the change

Term loan agreement of financing ship building dated 21.05.2005

2) Amount secured by the charge/amount owing on the securities of charge

Nature of facility	Rs in millions
Term Loan	1050.000

And interest, costs charges and expenses which may be debited to account from time to time.

Sub limit term loan :

Letter of credit on 180 days DA terms for import of machines, components etc.

USD 20.00 millions (Rs. 900.000 millions @ USD 1 = Rs. 45/-)

Bank Guarantee for availing Buyers credit either from overseas branches of IOB or other (not exceeding three years inclusive of dale period as above as per FEMA guidelines)

USD 20.00 (Rs. 900.000 millions @ USD 1 = Rs. 45/-)

Outstanding under a + b above to exceed USD 20.00 millions (Rs. 900.000 millions @ USD 1 = Rs. 45/-) and overall exposure including part disbursement of term loan not to exceed Rs. 1050.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Hypothecation by way of first charges in favour of the bank

53000 DWT Diamond series ship costing Rs. 1315.000 millions to be constructed by Hindustan ship yard limited including all fitting, fixture, furniture, tools and accessories and parts whatsoever and all replacements of or additional made to the hypothecated machinery from time to time.

Assignment of borrower rights under the ship building contract entered with Hindustan ship yard limited.

Assignment of insurance receivable of the said ship

Hypothecation of all receivable relating to the ship including freight charges and other charges collected by the company.

4) Gist of the terms and conditions and extent and operation of the charge.

Rate of interest : BPLR – 1% p.a.

Margin : 20 %

Repayable in 71 equal monthly installment Rs. 875.000 millions upto 2012-13 and the last installment of Rs. 4.288 millions as one shot installments in 72^nd month in 2013-14 a under with moratorium during the construction period and holiday period thereafter i.e. repayment to commence not later than April 2008.

The yearly repayments commitment would be as under:

2008-09	2009-10	2010-11
(Rs in millions)
105.000	105.000	105.000

2011-12	2012-13	2013-14
(Rs in millions)
105.000	105.000	525.000

Monthly interest should be served as and when debited gurantee facility shall be treated as term loan liability with risk and responsibility being that of the borrower company for the exchange fluctuation of conversion of the foreign currency liability in Indian Rupee.

Other terms and conditions as per the sanction letter an agreements executed on 21.05.2005

5) Name and Address and description of the person entitled to the charge.

INDIAN OVERSEAS BANK

NEHRU PARK BRANCH 872

POONAMALLEE HIGH ROAD,

CHENNAI –600084

6) Date and brief description of instrument modifying the charge

Not Applicable

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

Not Applicable

Name of the company

GOODEARTH MARITIME LIMITED

Presented By

Jointly by company and state Bank of Hyderabad

1) Date and description of instrument creating the change

Agreement of Hypothecation of goods and assets

Agreement of loan for overall limit

Letter regarding the grant of individual limits within the overall limit

Deed of assignment of insurance, shipbuilding contract and assignment of receivables of vessels to be acuter all agreements dated 8^th September, 2005

(Collectively constitute a single charge)

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 310.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Primary security :

First part passu charge over the ship to be acquired along with State Bank of Mycore Hull No. 1111 during construction period – assignment of shipbuilding contracts.

Collateral Security :

Extension of second charge on part passé charges over the ship to be acquired along with State Bank of Mycore Hull No. 11115 and 11116 which is alos being part financed by bank.

4) Gist of the terms and conditions and extent and operation of the charge.

Interest : 2 % below BPRL i.e. @ 9 % p.a. @ monthly rests.

Repayment : 36 Quarterly installment of Rs. 8.100 millions + one installment of Rs. 10.450 millions + one installment of Rs. 7.950 millions = Rs. 310.000 millions

Security to cover principal amount together with interest, costs, charges, expenses etc.

5) Name and Address and description of the person entitled to the charge.

State Bank of Hyderabad

Overseas Branch

1204 , Tulloch Road, Colaba

Mumbai 400039

6) Date and brief description of instrument modifying the charge

Not Applicable

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

Not Applicable

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. 45.34
UK Pound	1	Rs. 85.68
Euro	1	Rs. 58.33

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		54

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		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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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