MIRA INFORM REPORT

Report Date :

20.09.2011

IDENTIFICATION DETAILS

Name :	ADEL SHIPPING AND LOGISTICS LIMITED
Registered Office :	Essar Technopark II, Old Swan Mills Compound, LBS Road, Off BKC, Kurla [West], Mumbai – 400070, India
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation:	08.02.2010
Com. Reg. No.:	11-199815
Capital Investment / Paid-up Capital :	Rs.19.150 Millions
CIN No.: [Company Identification No.]	U63000MH2010PLC199815
TAN No.: [Tax Deduction & Collection Account No.]	MUMA36635E
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject is engaged in ship operation and Chartering
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca [12]

RATING		STATUS	PROPOSED CREDIT LINE
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security

Status :	New Company
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a relatively new company and yet to established itself gradually. Business is active. Payment terms are not known. 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.

ECGC Country Risk Classification List – June 30, 2010

Country Name	Previous Rating (01.04.2010)	Current Rating (30.06.2010)
India	A1	A1

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

LOCATIONS

Registered Office :	Essar Technopark II, Old Swan Mills Compound, LBS Road, Off BKC, Kurla [West], Mumbai – 400070, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	Anant130@hotmail.com
Website :	http://www.

DIRECTORS

As on 30.09.2010

Name :

Mr. Anant Dhandhania

Designation :

Director

Address :

Flat No. 501, Bullet Apartments, Hindu Colony, Dadar East, Mumbai – 400014, Maharashtra, India

Date of Birth/Age :

31.12.1986

Date of Appointment :

08.02.2010

DIN :

02912818

Name :

Mr. Ramakrishnan Aduthurai Perumalkoil Ramachandran

Designation :

Director

Address :

Madan Smruti, 7th Floor, Veer Savarkar Road, Dadar (West), Mumbai – 400028, Maharashtra, India

Date of Birth/Age :

07.02.1957

Date of Appointment :

08.02.2010

DIN :

00583765

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	U91990MH1979GAP021664	INDIAN NATIONAL SHIPOWNERS ASSOCIATION	Director	2/12/2004	2/12/2004	-	Active	NO
2	L85110GJ1975PLC054824	ESSAR PORTS LIMITED	Whole-time director	31/07/2006	31/07/2006	22/05/2011	Active	NO
3	U93090MH2006PLC163779	ESSAR OILFIELD SERVICES INDIA LIMITED	Director	14/05/2009	14/05/2009	-	Active	NO
4	U63000MH2010PLC199815	ADEL SHIPPING & LOGISTICS LIMITED	Director	8/2/2010	8/2/2010	-	Active	NO
5	U61200GJ2010PLC060285	ESSAR SHIPPING LIMITED.	Managing director	23/05/2011	16/04/2010	-	Active	NO
6	U63000MH2004PLC149214	ESSAR LOGISTICS LIMITED	Additional director	1/2/2011	1/2/2011	-	Active	NO

Name :

Mr. Ashok Vaidyanathan

Designation :

Director

Address :

India

Date of Birth/Age :

08.06.1963

Date of Appointment :

08.02.2010

DIN :

01089738

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	L85110GJ1975PLC054824	ESSAR PORTS LIMITED	Director	24/07/2010	7/12/2006	14/06/2011	Active	NO
2	U13100GJ2004PLC043477	Essar Bulk Terminal Limited	Director	3/1/2007	3/1/2007	14/06/2011	Active	NO
3	U35111TN1992PLC023724	ESSAR SISCO SHIP MANAGEMENT COMPANY LIMITED	Director	15/03/2007	15/03/2007	-	Amalgamated	NO
4	U63032MH2007PLC176225	Essar Bulk Terminal (Salaya) Limited	Director	27/11/2007	27/11/2007	14/06/2011	Active	NO
5	U35111GJ1993FLC053434	VADINAR OIL TERMINAL LIMITED	Director	31/12/2007	31/12/2007	14/06/2011	Active	NO
6	U63032MH2009PLC189497	Essar Dredging Limited	Director	12/1/2009	12/1/2009	14/06/2011	Active	NO
7	U63023GJ2009FLC056684	VADINAR PORTS & TERMINALS LIMITED	Director	21/04/2009	21/04/2009	14/06/2011	Active	NO
8	U93090MH2006PLC163779	ESSAR OILFIELD SERVICES INDIA LIMITED	Director	14/05/2009	14/05/2009	14/06/2011	Active	NO
9	U63000MH2004PLC149214	ESSAR LOGISTICS LIMITED	Director	18/05/2009	18/05/2009	14/06/2011	Active	NO
10	U63000MH2009PLC196857	ESSAR PARADIP TERMINALS LIMITED	Director	4/11/2009	4/11/2009	14/06/2011	Active	NO
11	U63000GJ2009PLC058496	ESSAR BULK TERMINAL PARADIP LIMITED	Director	6/11/2009	6/11/2009	14/06/2011	Active	NO
12	U63000MH2010PLC199815	ADEL SHIPPING & LOGISTICS LIMITED	Director	8/2/2010	8/2/2010	-	Active	NO
13	U61200GJ2010PLC060285	ESSAR SHIPPING LIMITED.	Director	16/04/2010	16/04/2010	23/05/2011	Active	NO
14	U74999MH2011PLC217380	ESSAR SERVICES INDIA LIMITED	Director	12/5/2011	12/5/2011	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No. of Shares
Anant Dhandhania	49940
V. Ashok	10
Manoj Contractor	10
Vikram Gupta	10
S. Raman	10
Mitish Soman	10
Girish Joshi	10
Total	50000

As on 20.12.2010

Names of Allottees	No. of Shares Allotted
Adel Shipping Holdings Limited, India	1865000

As on 30.09.2010

Category	Percentage
Directors or relatives of Directors	99.88
Other top fifty shareholders	0.12
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in ship operation and Chartering

GENERAL INFORMATION

No. of Employees :

Not Available

TrusteeShip Company :

Axis Trustee Services Limited, Maker Towers 'F', 6th Floor, Cuffe Parade, Colaba, Mumbai - 400005, Maharashtra, India

Facilities :

Secured Loan [Rs. in million]	31.03.2010
External Commercial Borrowing from a Bank To be secured by i. Mortgage of the Fixed Assets to be acquired ii. Hypothecation of book debts, charter income to be earned pertaining to the fixed assets to be acquired	186.969
Total	186.969

Banking Relations :	--
Auditors :
Name :	Nisar and Kumar Chartered Accountant
Address :	1305, Arcadia Building, Next to Earnest House, NCPA Marg, Nariman Point, Mumbai – 400021, India

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
22,000,000	Equity Shares	Rs.10/-each	Rs.220.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50,000	Equity Shares	Rs.10/-each	Rs.0.500 million

As on 20.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
22,000,000	Equity Shares	Rs.10/-each	Rs.220.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1,915,000	Equity Shares	Rs.10/-each	Rs.19.150 million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

Particulars		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		0.500
2] Share Application Money		123.500
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		[8.060]
NETWORTH		115.940
LOAN FUNDS
1] Secured Loans		186.969
2] Unsecured Loans		0.000
TOTAL BORROWING		186.969
DEFERRED TAX LIABILITIES		0.000
TOTAL		302.909
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.000
Capital work-in-progress		296.882
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	5.851
	Other Current Assets	0.000
	Loans & Advances	0.847
Total Current Assets		6.698
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.293
	Other Current Liabilities	0.378
	Provisions	0.000
Total Current Liabilities		0.671
Net Current Assets		6.027
MISCELLANEOUS EXPENSES		0.000
TOTAL		302.909

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010
	SALES
		Income	0.017
		TOTAL (A)	0.017
Less	EXPENSES
		Administrative and other Expenses	2.474
		TOTAL (B)	2.474
Less	PROFIT/LOSS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		[2.457]
Less	FINANCIAL EXPENSES (D)		5.603
	PROFIT/LOSS BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		[8.060]
Less/ Add	DEPRECIATION/ AMORTISATION (F)		-
	PROFIT / LOSS BEFORE TAX (E-F) (G)		[8.060]
Less	TAX (I)		-
	PROFIT / LOSS AFTER TAX (G-I) (J)		[8.060]
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		-
	BALANCE CARRIED TO THE B/S		[8.060]
	Earnings Per Share (Rs.)		[161.20]

KEY RATIOS

PARTICULARS		31.03.2010
Return on Total Assets (PBT/Total Assets}	(%)	[120.33]
Return on Investment (ROI) (PBT/Networth)		[0.07]
Debt Equity Ratio (Total Liability/Networth)		1.62
Current Ratio (Current Asset/Current Liability)		9.98

LOCAL AGENCY FURTHER INFORMATION

Review of Operations :

The company has commenced operations and has acquired two tugs that have been chartered to Essar Bulk Terminal Limited

Bankers Charges Report as per Registry

Corporate identity number of the company	U63000MH2010PLC199815
Name of the company	ADEL SHIPPING AND LOGISTICS LIMITED
Address of the registered office or of the principal place of business in India of the company	Essar Technopark II, Old Swan Mills Compound, LBS Marg,Off BKC, Kurla(W), Mumbai – 400070, Maharashtra, India
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10220756
Type of charge	Book Debts Ship Others – Assignment of receivable, insurance contracts etc.
Particular of charge holder	Axis Trustee Services Limited, Maker Towers 'F', 6th Floor, Cuffe Parade, Colaba, Mumbai - 400005, Maharashtra, India
Nature of instrument creating charge	Instrument of Mortgage on the Tug- ADEL-2, dated May 27, 2010
Date of instrument Creating the charge	27.05.2010
Amount secured by the charge	Rs.427.140 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest - 6 months BBA LIBOR (BBA: LIBUSD-6M) + 480 bps p.a. payable quarterly. 6 months LIBOR to be reset at quarterly intervals. Terms of Repayment - The door to door tenor of the loan is 9.25 years in 37 unequal installments starting from 3 months of disbursement as per schedule provided in the Loan Agreement. Margin - NIL Extent and Operation of the charge - Exclusive Charge on the Tug-ADEL-2 and assignment of earnings of the Tug, assignment of insurance and assignment of accounts in relation to the Tug-ADEL-2 Others
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Tug-ADEl-2 having Official No. 3716 and IMO. No. 9560900 Exclusive assignment over all earnings/time charter contracts of Tug-ADEL-2 Exclusive assignment over insurance of the Tug-ADEL-2
Particulars of the present modification	The facility of USD 9,492,000/-(approximately Rs.427.140 millions) is now further secured by Exclusive Charge on the Tug-ADEL-2 and assignment of earnings of the Tug ADEL 2, assignment of insurance and assignment of accounts in relation to the Tug-ADEL-2, along with the existing charge on Tug-ADEL-1 and assignment of earnings of the Tug-ADEL-1 and assignment of insurance and assignment of accounts of Tug-ADEL-1

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.47.79
UK Pound	1	Rs.75.05
Euro	1	Rs.65.35

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
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	-
--CREDIT LINES	1~10	-
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		12

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.