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PRIVATE & CONFIDENTIAL

MEANT FOR USE OF ADDRESSEE ONLY

INFORMATION MEMORANDUM

SOUTH WEST PORT LIMITED (Incorporated on 26th June, 1997 under The Companies Act, 1956)

Registered Office: 1st Floor Port Users Complex, Mormugao Harbour, Goa 403 803 Tel No.0832-2523000 Fax No. 0832-2523006 E-mail address : swpl@swplgoa.com

PRIVATE PLACEMENT OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF

RS. 10,00,000/- (Rs. TEN LACS) EACH FOR CASH AT PAR AGGREGATING RS. 55 CRORES General Risk Investment in debt instruments involves a degree of risk and investors should invest any funds in the issue only after reading the risk factors on Page No. 3 to Page No. 5 in the Information Memorandum carefully. For taking investment decision, investors must rely on their own examination of the Issuer and the issue including the risk involved. The Securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

Issuer’s Absolute Responsibility The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue, which is material in the context of the issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect

Listing The Debentures of the Company are proposed to be listed on the Stock Exchange, Mumbai.

Credit Rating: CARE has assigned rating “BBB+” (pronounced Triple B Plus) to these Debentures. This rating or instruments are considered to be of investments grade. They indicate sufficient safety for payment of interest and principal at the time of rating. However, adverse changes in assumptions are more likely to weaken the debt servicing capacity as compared to higher rated instrument.

DEBENTURE TRUSTEES REGISTRAR TO THE ISSUE UTI BANK LIMITED 111, Maker Tower F, Cuffe Parade, Colaba, Mumbai 400004 Tel No.: 022-22162684 Fax No.:022-22162467

SHAREPRO SERVICES Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai 400099 Tel No.: 022-28215168 Fax No.:022-28375646

Issue Opening Date Issue Closing Date Deemed Date of Allotment

Issue Opening, Closing and Deemed Date of Allotment will be informed to the investors separately and shall be incorporated in the Term Sheet.

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INDEX

CONTENTS

PAGE NO.

DEFINITIONS & ABBREVIATIONS 1 RISK FACTORS & PROPOSAL TO ADDRESS THE RISK 3-5 HIGHLIGHTS 6

PART – I I. GENERAL INFORMATION 6

II. CAPITAL STRUCTURE OF THE COMPANY 10

III. TERMS OF THE PRESENT ISSUE 11

IV. OBJECTS OF THE ISSUE 18

V. ISSUER PROFILE 20

VI. STOCK MARKET DATA 23

VII. MANAGEMENT DISCUSSION & ANANLYSIS OF THE FINANCIAL STATEMENT FOR THE LAST THREE FINANCIAL YEARS: 23

VIII. PROMOTERS AND THEIR BACKGROUND 26

IX. CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY UNDER THE SAME SAME MANAGEMENT 26

X. BASIS FOR ISSUE PRICE 26

XI. OUTSTANDING LITIGATIONS OR DEFAULTS 27

XIII. RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK 27

XIV. DISCLOSURE ON INVESTOR GRIEVANCES AND REDREESAL SYSTEM : 29 PART II

XV. GENERAL INFORMATION 31

XVI. AUDITORS REPORT & FINANCIAL INFORMATION 33

VII. OTHER PROVISIONS RELATING TO ACCOUNTS OF THE ISSUER COMPANY 39

XVIII. STATUTORY AND OTHER INFORMATION 39

XIX. RELATED PARTY DISCLOSURE 40

XX. OTHER DETAILS 41

XXI. MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS 41

XXII. DECLARATION 42

ANNEXURE

CARE – CREDIT RATING LETTER

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DEFINITIONS/ABBREVIATIONS USED

Act The Companies Act, 1956

BSE The Stock Exchange, Mumbai

CDSL Central Depository Services Limited

FI Financial Institution

FII Foreign Institutional Investors

LA Licence Agreement

MPT Mormugao Port Trust

MTPA Million Tons Per Annum

NAV Net Asset Value

NRI(s) Non Resident Individuals

NSDL National Securities Depository Limited

NSE National Stock Exchange

OTCEI Over The Counter Exchange of India

OCB Overseas Corporate Body

SEBI Securities and Exchange Board of India

SWPL South West Port Ltd.

JVSL Jindal Vijaynagar Steel Ltd.

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RISK FACTORS

Following are certain considerations, which the investors should peruse before making an investment in the issue. The material implication of the risks envisaged by the management has been quantified as far as possible. Where such quantification has not been made it may be construed that the implication cannot be quantified.

RISK FACTOR PROPOSAL TO ADDRESS THE RISK Development Risk Land Acquisition The Licensed Premises have already been handed over for

construction and the berth structure has been constructed with suitable reclamation.

Environmental Clearance

The Ministry of Shipping vide its letter PD-26018/2/2000-PDZ (CRZ) dated January 24, 2001 has cleared the project from the environment angle and clearance was accorded under Ministry of Environment & Forests Notification - No. H-11011 / 6 / 97-IA.III dated July 9, 1997 (SO No. 494(E))

Construction Risk Design & Project Management Risk

Design has been approved and first phase of the project has been completed. The concept design, master plan and detailed equipment specifications of the mechanized cargo handling for Phase – II have been completed and orders for the same have been placed. Majority of the equipment have been recd. at site and equipment are in erection stage to meet the commissioning schedules.

Cost & Time Overrun Berths have been constructed based on EPC Contract by MECON, a govt. of India subsidiary. Capital dredging and land reclamation work have also completed including other civil works for phase-I. Berthing and unloading operations have been commenced on trial basis through Panamax sized vessels. Orders have already been placed in respect of requirements for phase – II of the Project and totally mechanized cargo handling is expected to commence by end March 2005.

Funding Risk The fund requirement for entire project has already been tied up. The debt has been agreed to be given by HUDCO (Rs. 50 Crore term loan) and UTI Bank ltd. (Rs. 65 crore through private placement of NCD). Now, UTI Bank has agreed to replace Rs. 50 Crore term loan given by HUDCO and to fund additional Rs. 5 Crore by way placement of these NCDs. Entire contribution towards equity shares of Rs. 46.20 crore has been recd. Three of the project promoters viz. NCPL, DECCPL and THHPL would be contributing to Rs. 13.80 crore in the form of subscription to preference shares. Having regard to the fact that promoters have already brought in Rs. 35.93 crore

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RISK FACTOR PROPOSAL TO ADDRESS THE RISK toward their contribution to meet the project cost, risk of them not being able to arrange for their balance contribution can be considered to be minimal.

Connectivity and other Infrastructure facilities

MPT is responsible for providing and maintaining all necessary port infrastructure. Alignment for laying of railway lines into the berth has been completed. Three out of four proposed lines have been laid and civil work for fourth line is in progress. The same is expected to be completed before the berth commences operations.

Operating Risk Operations & Maintenance

SWPL proposes to appoint its own personnel for O&M of the facility in view of the total mechanization of the operations. Manual labor wherever required would be sourced through contractual arrangements.

Productivity and Efficiency Levels

The entire operations of the berth are fully mechanized and hence the productivity & efficiency in operations is expected to be very high

Revenue Risk Throughput levels There is resurgence in the Indian steel industry and hence it is

expected that the traffic will significantly increase in the Port. Since the berthing facility is the only berth, which once fully developed, can accommodate Cape size vessels, the traffic is expected to meet the projected levels and the limitation in increasing throughput would be because of lack of adequate storage space and availability of railway rakes for higher evacuation. Also import of coal is unlikely to come down in view of insufficient availability of metallurgical grade coal. Mormugao is well connected to major users through road / rail network. It also offers significant advantages in transportation savings to users in Bellary-Hospet region due to relatively lower railway distances. A “use or pay commitment” from JVSL to SWPL for a throughput of 3 MTPA has been agreed upon which further improves the risk profile of the project

Competition SWPL’s berth, situated in Mormugao Port, enjoys following advantage over the competing ports: a.) Fully mechanized handling facility b.) Relatively high draft of 14.3 m c.) Relative proximity to Bellary – Hospet region as compared

to Ennore Port. d.) Good connectivity infrastructure, especially railway,

compared to Vishakhapatnam and the likely to be developed Karwar Port.

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RISK FACTOR PROPOSAL TO ADDRESS THE RISK Tariff Levels MPT being a major port and tariff levels have already been

approved by TAMP. The mechanization of operations in the berth will help SWPL in achieving significant savings in O&M costs and, thus, improve the profitability.

Throughout License Period

Force Majeure Events Various insurance coverages’ have been taken by SWPL to account for losses because of Force Majeure & other reasons.

Termination Events Compensation will be paid by MPT in case of termination as per the provisions of the License Agreement

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HIGHLIGHTS OF THE COMPANY

South West Port Ltd. is a special purpose vehicle (SPV) set up for the development, designing engineering, financing, constructing, equipping, owning, operating and maintaining two dedicated bulk cargo berths # 5A & 6A at Mormugoa Port Trust on a Build, Own, Operate and Transfer (BOOT) in Mormugao, Goa , one of the major ports in the Country. Total mechanization of cargo handling operations at these berths at Mormugao will allow it to berth different types and sizes of ships including fully loaded Handymax, Panamax and partly loaded cape size vessels of up to 150,000 Mt dwt. The mechanization will increase the turnaround time & efficiency and reduce the pollution. A “use or pay agreement” with the largest user M/s Jindal Vijaynagar Steel Ltd. has been signed guaranteeing a minimum traffic handling of 3 MTPA per annum. The tariff to be charged is required to be charged

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PART I

I. GENERAL INFORMATION

Information Memorandum for Private Placement of Secured Redeemable Non-Convertible Debentures of Rs. 10,00,000/- ( Rs. Ten Lacs) each for cash at par for aggregating Rs. 55 crores.

South West Port Limited (Incorporated on 26th June, 1997 under The Companies Act, 1956) Registered Office: 1st Floor, Port Users Complex, Mormugao Harbour, Goa 403803 Tel No. 0832-2523000, Fax No. 0832-2523006 E.mail addressse : swpl@swplgoa.com Authority for Present Issue The present issue of Secured Non-Convertible Redeemable Debentures is being made pursuant to the resolution of the Board of Directors of the company in the meeting held on 17th December, 2004 and subject to the Memorandum and Articles of Association of the Company. The borrowing is within the general borrowing limits set out in the resolution passed under section 293(1)(d) of the Companies Act, 1956, and at the Extraordinary/Annual General meeting of the Company held on 30.3.2004 giving their consent to the borrowing by the Directors of the company from time to time upto Rs. 200 crores. The borrowing under this issuance will be within the prescribed limit. Disclaimer Clause This Information Memorandum for private placement is neither a prospectus nor a statement in lieu of prospectus. This is only an information memorandum intended for private use and should not be construed to be an invitation for subscription to Debentures. This document is for the exclusive use of the Person(s) / Institution(s) to whom it is delivered and it should not be circulated or distributed to third party(ies). No Prospectus in relation to the Issuer or the NCDs relating to this Offer has been delivered for neither registration nor such a document is required to be registered under the applicable laws. It is the responsibility of potential investors to also ensure that they will sell these NCDs in strict accordance with this Information Memorandum and other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act, 1956 . The potential investors should consult their own tax advisors on the tax implication relating to acquisition, ownership, sale or redemption of NCDs and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the NCDs of the Company. The company or any of its directors, employees, advisors, Arrangers, affiliates, subsidiaries or representatives do not accept any responsibility and or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information. This Information Memorandum is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Information Memorandum should invest in the Debentures proposed to be issued by Issuer. Each potential investor should make its own independent assessment of the investment merit of the Debentures and the Issuer.

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The information relating to the company contained in the Memorandum is believed by the company to be accurate in all respects as of the date hereof. The distribution of this Information Memorandum and the offering of the Debentures in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about, and observe any such restrictions. Stock Exchange Disclaimer Clause It is to be distinctly understood that the submission of the Information Memorandum to the Stock Exchange should not in any way be deemed or construed that the Information Memorandum has been cleared or approved by Exchange. Stock Exchange does not take any responsibility either for the financial or other soundness of this Issuer, or the achievement of the object for which placement is proposed to be made or for the correctness of the statement made or opinions expressed in the Information Memorandum. General Disclaimer The issuer accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisement or any other material issued by or at the instance for the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. Listing The company would list the debentures proposed to be issued under this Information Memorandum on The Stock Exchange, Mumbai Initial Application has been made to the exchange. The company undertakes to comply with all the listing requirements prescribed by SEBI/BSE from time to time. Credit Rating CARE has assigned rating “BBB+” (pronounced Triple B Plus) to these Debentures. This rating or instruments are considered to be of investments grade. They indicate sufficient safety for payment of interest and principal at the time of rating. However, adverse changes in assumptions are more likely to weaken the debt servicing capacity as compared to higher rated instrument. Credit ratings obtained during the previous three years for before filing of the Shelf Information Memorandum for any of its listed debt securities at the time of accessing the market through a rated debt security:

Rating Agency Year Rating Amount (Rs. Crs.) CARE 2004-05 BBB+ Rs 120 Crs CARE 2003-04 BBB+ Rs 65 Crs 2002-03 Nil -

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point in future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

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Underwriting of the Issue The issue of Debentures will not be underwritten. Impersonation Any person who- a) makes in a fictitious name an application to a company of acquiring, or subscribing for

any Securities therein, or b) otherwise induces a company to allot or register any transferor of Securities therein to him,

or any other person in a fictitious name shall be punishable under the extant laws. Minimum Subscription Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003 issued by SEBI minimum subscription clause is not applicable to the privately placed debt securities. Issue Schedule Offer Opening Date Offer Closing Date Date of Allotment

Issue Opening, Closing and Date of Allotment of the respective issue will be informed to the investors separately and shall be incorporated in the addendum which shall form a part of this Information Memorandum.

The issuer reserves the right to close the issue earlier from the aforesaid date or change the issue time table including the Date of Allotment at its sole discretion, without giving any reasons or prior notice. Names and Addresses of Auditors, Registrars, Debenture Trustees STATUTORY AUDITORS

SHAH GUPTA & CO Chartered Accounts 38, Bombay Mutual Buldg, 2nd Floor, Dr D N Road, Fort Mumbai – 400 001

REGISTRARS TO THE ISSUE

SHAREPRO SERVICES Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai 400099 Tel No.: 022-28215168 Fax No.:022-28375646

DEBENTURE TRUSTEES

UTI BANK LIMITED 111, Maker Tower F, Cuffe Parade, Colaba, Mumbai 400004 Tel No.: 022-22162684 Fax No.:022-22162467

Compliance Officer: Mr. R G RAMACHANDRAN Designation : DGM FINANCE & ACCOUNTS Address : 1ST floor, Port Users Complex, Mormugao Harbour, Goa 403803

Tel No 0832 2523000 Fax No. 0832 2523006 E.mail id : swpl@swplgoa.com The Investor may contact the compliance officer in case of any pre-issue / post-issue related problems such as non-receipt of letters of allotment / debenture certificates / refund orders.

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II. CAPITAL STRUCTURE OF THE COMPANY Equity Shares Capital of the Company as on date of filing of Information Memorandum Amount

(Rs. Lacs.) A. Authorised Capital 4,70,00,000 Equity Shares of Rs. 10 each 4700

2,00,00,000 Preference Shares of Rs. 10 each 2000 B. Issued Subscribed and Paid-up Capital

4,39,90,100 Equity Shares of Rs. 10 each 4399 C. Paid Up Capital after the present issue

4,39,90,100 Equity Shares of Rs. 10 each 4399 D. Share Premium Account (before and after issue) Nil This issue is an issuance of debentures and would not have any impact on the paid up Share Capital of the Company. Details regarding Shareholders Top Shareholders as on date of filing of Information Memorandum. Sr. No. Name of the Shareholder Shares Held

(Number) % Stake In Total

1 ABG Heavy Industries Limited 12,012,000 27.31% 2 Dhamankhol Engineering & Construction Private

Ltd. 8,420,000 19.14%

3 Tranquil Homes & Holding Private Ltd. 11,000,000 25.01% 4 Nalwa Chrome Pvt. Ltd. 4,500,100 10.23% 5 Silver Steel Limited 8,058,000 18.32% Total 4,39,90,100 100%

Top Ten Shareholders as on two years prior the date of filing of Information Memorandum

Sr. No.

Name of the Shareholder Shares Held (Number)

% Stake In Total

1 ABG Heavy Industries Limited along with its nominee

55,00,000 47.83%

2 Dhamankhol Engineering & Construction Private Ltd.

50,00,000 43.47%

3 Tranquil Homes & Holding Private Ltd 10,00,000 8.70% Total 115,00,000 100.00

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Top Ten Shareholders ten days prior to the date of filing of Information Memorandum. Sr. No. Name of the Shareholder Shares Held

(Number) % Stake In Total

1 ABG Heavy Industries Limited 12,012,000 27.31% 2 Dhamankhol Engineering & Construction Pvt Ltd. 8,420,000 19.14% 3 Tranquil Homes & Holding Pvt. Ltd. 11,000,000 25.01% 4 Nalwa Chrome Pvt. Ltd. 4,500,100 10.23% 5 Silver Steel Limited 8,058,000 18.32% Total 4,39,90,100 100%

Equity Capital History of the Company

Date Cumulative Equity Capital

(Rs.)

Reason Face Value

26.6.1997 2,000 Subscription Amount 10 31.3.2000 5,49,98,000 Fresh Issue 10 8.11.2002 2,00,00,000 Fresh issue 10

13.11.2002 3,00,00,000 Fresh Issue 10 9.12.2002 1,00,00,000 Fresh Issue 10 17.5.2003 1,000 Fresh Issue 10

6.6.2003 2,24,00,000 Fresh Issue 10 21.6.2003 11,36,00,000 Fresh Issue 10 7.10.2003 3,44,50,000 Fresh Issue 10

4.2.2004 6,42,50,000 Fresh Issue 10 30.10.2004 9,02,00,000 Fresh Issue 10

Total 43,99,01,000 Details regarding Shareholding of Promoters Group and Directors of the promoters Aggregate shareholding of the Promoters Group is given below: Promoter/Promoter Group Shares held

(Number) % Stake In Total

ABG Heavy Industries Limited (ABGHIL) 12,011,999 33.43% Mr P K Sinha (Nominee of ABGHIL) 1 Dhamankhol Engineering. & Construction Company Pvt Ltd. (DECCPL)

8,420,000 24.43%

Tranquil Homes & Holding Pvt Ltd. (THHPL) 11,000,000 30.61% Nalwa Chrome Pvt. Ltd. (NCPL) 4,500,098 12.52% Mr K S N Sirram (Nominee of NCPL) 1 Mr V P Garg (nominee of ABGHIL) 1

Total 3,59,32,100 100.00% III. TERMS OF THE PRESENT ISSUE South West Port Limited (hereinafter referred to as ‘SWPL’ / `The company’ / `Issuer’) proposes to raise Rs. 55 crores in one or more trenches through the issue of Non-Convertible Redeemable Debentures (hereinafter referred to as ‘The Debentures’) of the face value of Rs.10,00,000 (Rs. Ten Lacs)each by way of private placement.

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Authority for Present Issue The present issue of Secured Non-Convertible Redeemable Debentures is being made pursuant to the resolution of the Board of Directors of the company in the meeting held on 17th December, 2004 and subject to the Memorandum and Articles of Association of the Company. The borrowing is within the general borrowing limits set out in the resolution passed under section 293(1)(d) of the Companies Act, 1956, and at the Extraordinary/Annual General meeting of the Company held on 30.3.2004 giving their consent to the borrowing by the Directors of the company from time to time upto Rs 200 crores. The borrowing under this issuance will be within the prescribed limit. Place and Currency of Payment The Debentures are being issued by SWPL in India. All obligations under these Debentures are payable solely by the Issuer in Indian Rupees only. Highlights of the Issue Structure Issue Size Rs. 55 crores Secured Redeemable Non

Convertible Debentures in one or more trenches

Security - Face Value Rs.10,00,000 (Rs. Ten Lacs)

Interest The respective trances (in case of more than one trench) could be offered to investors either as fixed interest rate instruments, floating interest rate instruments or such other coupon rate as may be decided

The details of the Debentures will be specified in the addendum. Nature of Instruments The instrument would be in the nature of Non Convertible, Redeemable Debentures. Who can apply Only investors who have been addressed through a communication directly are eligible to apply.

- Companies and Body Corporate - Banks - Financial Institutions - Insurance Companies - Mutual funds - Regional Rural Banks - Provident Funds / Pension Funds / Gratuity funds / Superannuating Funds - Any other investor, authorised to invest in these Debentures

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Minimum Number of Debentures

The application must be made for a minimum one debenture and in multiple thereof. There is no maximum limit on the application. Market Lot The market lot would be one debenture.

Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate / document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the office of the Company, at least 30 calendar days before the interest payment dates. Tax exemption certificate in respect of non-deduction of tax at source on interest or application money, must be submitted along with the Application Form. Debentureholders should also consult their own tax advisors on the tax implication of the acquisition, ownership and sale of the Debentures, and income arising thereon. Record Date The Record Date will be 10 calendar days prior to each interest payment/ principal payment date. If such record date(s) falls on a Sunday or any other holiday or a non clearing day, the payment shall be made by the Company on the next working day without any adjustment to the amount. Issue of Debentures only In Demat Form The company will make necessary arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for the issue of Debentures in Dematerialised form. Investors shall hold the Debentures and deal with the same as per the provisions of Depositories Act, 1956 / rules as notified by NSDL/CDSL from time to time. Investors should mention their Depository Participants name, DP-ID and Beneficiary account number in the appropriate place in the Application Form. The company shall take necessary steps to credit the Depository account of the allottee (s) with the number of debentures allotted. In case of incorrect details provided by the investors and inability of the company to credit the depository account, the allotment of debentures will be kept in abeyance till the correct depository account details are furnished by the investors to the company.

Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates The Issuer will make allotment to the investors in due course after verification of the Application Form(s), the accompanying documents and on realisation of application money. The issuer will credit Demat account of allottee or on request despatch Letters of Allotment/ Allotment advice in favour of the allottees, not later than two days after the Date of Allotment. Investors may note that initial credit in the account will be akin to the letter of allotment. On completion of all statutory formalities such credit will be substituted with a credit for number of debentures allotted.

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Re-issue the Debentures Where the company has redeemed any such Debentures, subject to the provisions of Section 121 of the Companies Act, 1956 and other applicable provisions, the company shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of re-issue and in exercising such right, the company shall have and shall be deemed always to have had the power to re-issue such Debentures either by re-issuing the same Debentures or by issuing other Debentures in their place. Place/Sale of Debentures The company may at time and from time to time, purchase Debentures at discount, at par or at premium in the open market. Such Debentures may, at the option of the company be, cancelled, held or resold at such a price and on such terms and conditions as the company may deem fit and as permitted by law. Eligible Holders and Mode of Transfer The Issuer will not register any transfers of the Debentures to any NRIs (except on non-repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate regulatory approvals are obtained. The Issuer shall not be duty bound to take interest or trust in or over the Debentures. All requests for transfer should be submitted to the respective Depository Participants prior to the Record Date for payment of interest / principal Provided further that nothing in this section shall prejudice any power of the company to register as Debenture holder any person to whom the right to any Debenture of the company has been transmitted by operation of law. Transfer of Debentures would be in accordance with the rules / procedures as prescribed by NSDL/CDSL/Depository Participants. Succession In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint holders, the Issuer will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debentures holder of such Registered Holder’s Debentures if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court of India having jurisdiction over the matter and delivers a copy of the same to the Issuer. The Issuer may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised debentures holder on production of sufficient documentary proof or indemnity. In case the debentures are held by person other than individual, the rights in the debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable laws. Rights of Debenture holders The Debenture holder(s) will not be entitled to any of the rights and privileges available to the shareholder(s) of SWPL.

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Modifications of Rights The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Issuer if the same are not accepted in writing by the Issuer. Notices The notices, communications and writings to the Debentureholder(s) required to be given by the Issuer shall be deemed to have been given if sent by Ordinary Post to the Registered Debentureholder(s) at the address of the Debentureholder(s) registered with the Registered Office. All notices, communications and writings to be given by the Debentureholder(s) shall be sent by Ordinary Post or by hand delivery to the Issuer at Registered Office or to such persons at such address as may be notified by the Issuer from time to time and shall be deemed to have been received on actual receipt. Register of Debenture holders The company shall maintain Register of Debenture holders containing necessary particulars as its Registered Office / Registrar & Share Transfer Agent’s office. Facility for Electronic Fund Transfer (EFT) The investors can opt for Electronic Fund Transfer (EFT) by indicating the same in the application form. In case of Debenture holder opting for EFT, the interest and the principal amount would be directly credited in the specified account of the Debenture holders on the due date. Rights to accept and reject applications The company can at its absolute discretion accept or reject any application, in full or in part, without assigning any reasons thereof. The Application Form that is not complete in all respect is liable to be rejected. The full amount of Debentures has to be paid along with application form. Allotment Basis Acceptance of the offer to invest and the allotment shall be decided by the Company. The company reserves the right to reject in full or part any or all of the offers received by them to invest in the debentures without assigning any reasons for such rejections. Interest on Application Money Interest will be paid via interest warrants on the application money to the applicants at its respective coupon rate specified in the respective Term Sheet. Such interest will be paid for

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the period commencing from the date of realisation of the cheque(s) / demand drafts (s) up to but excluding the Date of Allotment. Interest on Debentures The Debentures shall carry interest on the outstanding principal at the respective Coupon rates, from the date of allotment till one day before the date of redemption (subject to deduction of tax at source at the prevailing rates under the provisions of the Income Tax Act, 1961 or any other statutory modification or re-enactment thereof) Interest payment will be made by way of cheque(s) / interest warrant(s) / demand draft(s), which will be dispatched to Debentureholders by registered post. The last interest shall be paid along with the last principal repayment. For the investors opting for the EFT facility, the interest would be directly credited to their bank account on due date. The frequency of payment and the coupon rates will be mentioned in addendum Payment of Interest Interest payments will be made by way of interest warrants(s) / cheque(s) which will be delivered to the Debentureholders one day prior to the due date either by hand delivery or by registered post. The interest will be payable to the registered Debentureholders and in case of joint holders, to the one whose name stands first in the List of Beneficial owners given by the Depository or in case of physical holding the name of the persons whose name is mentioned in the Register of Debenture holder maintained by the R&T agent to the Company as on RECORD DATE. All interest on the Debentures will cease on the date of final redemption in all events. Effect of Holidays If the due date(s) for payment of interest falls on a Sunday or any other holiday or a non clearing day, the payment shall be made by the Company on the next working day without any adjustment to the amount. The interest payable on one Debentures shall be calculated on Actual basis, by multiplying the coupon rate by the principal amount, multiplying such product by the actual number of days in the interest period concerned dividing by 365 (or if the relevant interest period ends in a leap year, 366) and rounding the resulting figure to the nearest rupee. Payment on Redemption The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the Debentureholders, as per the list of Beneficial Owners provided by NSDL / CDSL. Such payment will be a legal discharge of the liability of the Company towards the Debentureholders. On such payment being made, where the Debentures are in Demat form the Company will inform NSDL / CDSL and accordingly the account of the Debentureholders with NSDL / CDSL will be adjusted. The Company’ s liability to the Debentureholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further, the Company will not be liable to pay any interest or compensation from the dates of such redemption. If the due date(s) for payment of principal falls on a Sunday or any other holiday or a non clearing day, the payment shall be made by the Company on the next working day without any adjustment to the amount.

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Future Borrowings The Company shall be entitled, from time to time, to make further issue of Debentures and / or Bonds and other such instruments to the public / members of the Company / Banks / Financial Institutions / Bodies Corporate and / or any other person(s) and / or to raise further loans, advances and/or avail of further financial and / or guarantee facilities from all or any of the above on security of said properties and having such ranking including ranking in priority to the security to be created in favour of the Trustees as may be decided by the Company from time to time, on such terms as to security or otherwise as may be acceptable to the company and the Trustees without requiring the consent of the Debentureholders.

Security The Debentures, interest thereon, Trustees’ remuneration and all other monies relating thereto shall be secured by way of a charge on specified movable / immovable assets of the Company as agreed to by the Trustees. The Company shall have a right to substitute the security with prior permission of the Trustees. The particulars of the security created shall more specifically be mentioned in the addendums to the Information Memorandum. Governing Law and Jurisdiction The Debentures are governed by and are subject to the provisions of the Companies Act, 1956, or any modification / re-enactment thereof or any other applicable statute in force in India and in the Debenture Certificate to be issued to the allottees, subject to the exclusive jurisdiction of the Courts in Mumbai.

Date of Allotment / Deemed date of Allotment The Date of Allotment / Deemed Date of Allotment will be mentioned in the addendum to this Information Memorandum. Mode of Subscription Applications for the Debentures must be made in the prescribed Debenture Application Form which would be attached with the Respective Issue Term Sheet and must be completed in block letters in English by investors. Debentures Application forms must be accompanied by either a demand draft or cheque drawn or made payable in favour of "South West Port Limited”. The full amount of the face value of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Debenture Application Form together with other applicable documents, if any.

Cheques / demand drafts may be drawn on any bank which is situated and is a member or sub-member of the Banker’s Clearing House located at Mumbai, Calcutta, Chennai, or New Delhi. Investors in centres which do not have any bank which is a member or sub-member of the Banker’s Clearing House located at the above mentioned centres will be required to make payments only through demand drafts payable at Mumbai.

The issuer assumes no responsibility for any applications / cheques / demand drafts lost in mail or transit.

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Applications under Power of Attorney In case where application is made by Bodies Corporate / Limited Companies / Registered Societies / trusts etc. a certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all the authorised signatories/ Memorandum and Articles of Association / Rules and Bye-Laws / Certified True Copy of Resolution should be send along with Application Form. Undertaking by the Issuer Company: a. The complaints received in respect of any issue of Debentures pursuant to this IM shall be

attended to by the issuer company expeditiously and satisfactorily b. All steps for completion of the necessary formalities for listing and commencement of

trading at all stock exchanges where the securities are to be listed are taken within 7 working days of finalization of basis of allotment.

c. No further issue of securities shall be made till the securities offered through this Shelf Information Memorandum are listed or till the application moneys are refunded on account of non-listing.

d. Necessary co-operation with the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

e. The Company shall forward the details of utilisation of the funds raised through the debentures duly certified by the statutory auditors of the company, to the debenture trustees at the end of each half-year.

f. The Company shall disclose the complete name and address of the debenture trustee in the annual report.

g. The Company shall provide a compliance certificate to the debenture holders (on yearly basis) in respect of compliance with the terms and conditions of issue of debentures as contained in the Information Memorandum duly certified by the debenture trustee.

Special Tax benefits under Income Tax Act, 1961 and Wealth Tax Act, 1957 Investors / Debentureholder(s) should also consult their own tax advisers on the tax implications of the acquisition, ownership and sale of NCDs, and income arising thereon. IV. OBJECTS OF THE BORROWING

- To replace the high cost debt - To finance the ongoing Project of the Company

The Proceeds of the issue will be utilised for replacing the high cost debt (Rs. 50 Crore term loan) taken from HUDCO and meeting project cost in respect of development of multi-purpose cargo berths 5A & 6A of Mormugao Port Trust (MPT) involving complete mechanization of the cargo handling facilities. The main object clause of the Memorandum of Association of the company enables it to undertake the activities for which funds are being raised through the present issue and also the activities, which the company has been carrying out till date.

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THE PROJECT The Company has been promoted as Special Purpose Vehicle (SPV) to construct, operate and maintain two multi- purpose bulk cargo berths 5A & 6A in Mormugao, one of the major port in the country. Berths No. 5 & 6 of the Mormugao Port were constructed in 1922 and 1957 respectively These having crossed their useful life, Mormugao Port Trust (MPT) decided to develop them as multi-purpose bulk cargo berths christened 5A & 6A respectively. MPT invited pre-qualification for construction of these berths on BOOT basis in April 1995. The pre-qualified parties, viz. ABG Heavy Industries Ltd. (ABGHIL), Dredging International (in collaboration with JVSL), and Western India Shipyard Ltd., then submitted their final offers in January 1996. Based on the evaluation of offers, ABGHIL was selected by MPT as the preferred bidder and a Letter of Intent was issued to it on July 7, 1997. ABGGPL, a SPV Company, was formed for implementing the Project. MPT & ABGGPL entered into the License Agreement on April 11, 1999. The licensed premises were handed over to ABGPPL on March 3, 2001. The project comprises of two berths having a total length of 450 m with the approach channel depth of 14.3 m, depth in front of berth of 15.5 m and a storage space of about 28,800 sq. m. The berths will mainly handle coal / coke. Additionally, all types of break bulk cargo will also be handled through this facility. The jetty will be utilized to handle different types and sizes of ships including fully loaded Handymax, Panamax and partly loaded vessels up to 150,000 DWT. The said berth will be on open piled structure with 6 m and 5 m spacing. In transverse and longitudinal directions respectively and will be connected to the existing land area by two approach roads on west and east sides. The berths will be provided with rail tracks on which mobile hoppers will be operating. The completion cost the project involving totally mechanized cargo handling system is estimated to cost Rs. 180 crores. MEANS OF FINANCE The earlier plan for development of the project envisaged a semi-mechanized material handling system capable of handling a throughput of 3 MTPA. The development plan was prepared in view of the then existing traffic conditions and time period of up to 66 months available from the date of handing over of the premises by MPT for achieving the Minimum Guaranteed Throughput (MGT) of 5 MTPA. Initially in the Phase –I the project cost of Rs. 96.20 Crore was proposed to be financed by a mix of debt equity in the proportion of about 1.08:1 SWPL has already tied up the fund requirement for implementation of the project with Rs. 46.20 crores to be brought in towards equity and Rs. 50 Crore term debt . Keeping in view the space constraint in the port area, infrastructure facilities and restriction on rail movement, it was felt that mechanized cargo handling facilities would be required in order to handle the envisaged guaranteed throughput. Further, with the traffic through the terminal now expected to easily achieve the MGT, SWPL had revised its port development plan and taken up phase-II of the Project envisaging total mechanization of the terminal handling facilities at 6A. Thus, the total revised project cost (including Phase-II involving total mechanization of the material handling system) was estimated at Rs. 181.20 Crores with phase-II of the project envisaged to be completed by December 2004. The revised project cost was proposed to be funded by way of borrowed funds of Rs. 115 Crore (HUDCO term loan : Rs. 50 Crores, NCDs to UTIBL: Rs. 65 Crores) and contribution in Share capital by promoters & their associates by Rs. 66.20 Crores (Equity: Rs. 46.20 Crores, Preference Capital: Rs. 20 Crores) total aggregating to Rs 181.20 Crore, making the total debt equity ratio 1.73:1 for the entire project.

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The promoter’s contribution of Rs 20 Crores in Preference shares Capital of the Company was proposed to be subscribed by THHPL, DECCPL and NCPL in the proportion of 35:35:30. Based on the project progress and latest estimates construction cost has been further revised to Rs 180.00 crores. At the same time, SWPL also proposed for replacement of 50 Crore HUDCO Term loan being a high cost debt with 55 Crs NCDs to UTIBL which includes additional Borrowing of Rs 5 Crores making revised Financing structure of the project with Debt component being Rs 120 Crores & Contribution from promoter/shareholders being Rs 60.00 Crores (Equity Capital: Rs. 46.2 Crores & Preference Capital of Rs 13.80 Crores) V. ISSUER PROFILE History of the Company South West Port Ltd. (SWPL, formerly ABG Goa Port Pvt. Ltd.) is a special purpose vehicle (SPV) set up to construct, operate and maintain two multi-purpose bulk cargo berths / Terminals 5A and 6A in Mormugao one of the major ports in the Country. The company was incorporated on June 26, 1997. The SPV, promoted by ABG Heavy Industries Ltd. (ABGHIL) and some individuals with interests in the sector, was incorporated as ABG Goa Port Pvt. Ltd. (ABGPPL). The name of the Company was subsequently changed to South West Port Ltd. in September 2003. ABGPPL had entered into the License Agreement (LA) with Mormugao Port Trust (MPT) on April 11, 1999 for the development, designing engineering, financing, constructing, equipping, owning, operating and maintaining two dedicated bulk cargo berths at MPT on a Build, Own, Operate and Transfer (BOOT) basis. The licensed premises were handed over to ABGPPL on March 3, 2001. Main Object of the Company: 1) To construct, install, operate, trade, own, hire, let on hire, lease, take on lease, charter,

charter hire, purchase, sell, transfer, mortgage, alienate, exchange and acquire berths, terminals, ports, container freight stations, warehouses, stockyards, ships, vessels, cranes, tugs, all types of floating crafts and automated, semiautomated and manual infrastructural equipments and facilities for handling bulk, general, liquid gases, container and all types of other cargoes transported by sea, rail, air and road.

2) To undertake and carry on the business of ship building, shippers, carriers, ship owners, ship

brokers, ship agents, ship underwriters, ship managers, tug-owners, shipping agents, loading brokers, freight brokers, freight contractors, carriers of goods and passengers by and water transport, haulage and general contractors, barge owners, forwarding agents, dock owners, engineers, stevedores, warehousemen, packers, wharfingers, salvers, ship repairers, refitters, fabricators, designers and manufacturers of and dealers in Barges, pontoons, tugs, launches, dredges, fishing trawlers, offshore structure, platforms, towers and all types of inland, harbour and seagoing crafts and structures and all types of machinery, engines, nautical instruments and ship rigging, gear, fittings and equipments, of every description.

3) To do business of carriers and common carriers by sea and water and to hire purchase, sell,

mortgage, alienate, exchange and otherwise acquire ships, barges, boats and vessels, lorries, cranes, tractors an other earth moving equipments, or any share, right, title or interest in ships, boats or vessels, earth moving equipments, lorries, tractors, cranes and allied machinery goods.

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Present Business of the Company The Company has been promoted as Special Purpose Vehicle (SPV) to construct, operate and maintain two multi- purpose bulk cargo berths 5A & 6A in Mormugao, one of the major port in the country. The company had entered into the License Agreement (LA) with Mormugao Port Trust (MPT) on April 11, 1999 for the development, designing engineering, financing, constructing, equipping, owning, operating and maintaining two dedicated bulk cargo berths at MPT on a Build, Own, Operate and Transfer (BOOT) basis. The licensed premises were handed over to ABGPPL on March 3, 2001. The term of the license is 30 years from the date of handing over of the premises for construction of Berths and can be extended upon mutual agreement between SWPL and MPT. SWPL is allowed to collect and retain the berth hire charges and all cargo handling charges and pay to MPT (i) an annual fixed license fee, and (ii) a monthly royalty payment based on the cargo handling charges. SWPL also guarantees a minimum throughput of 5 million tons per annum (MTPA), which is to be achieved within 66 months from the date of handing over of the premises by MPT to SWPL. As per the LA, upon commissioning of the terminal by SWPL, the current coal / coke handling operations at other berths of the Port shall be discontinued and SWPL will have exclusive rights for handling coal / coke till the time (a) the throughput coal/coke at the Terminal exceeds 4 MTPA or (b) if the berth or a part of it is used as a dedicated user facility. However, LA allows SWPL to enter into priority berthing schemes in the matter of berthing of ships of any one or more shipping lines or vessels owners / operators, subject to the prior approval of MPT. Key Managerial Personnel: of SWPL as on 31.12.2004

Name Designation Date of Joining

Qualification Experience

Ex-Employer

Name

Capt.B.V.J.K. Sharma

Joint MD and CEO

11.08.2003 Shipping Mgmt-IIM Ahmedabad, MICS Brokers, London

22 years experience in Port & shipping industry

Adani Port Limited

Change in Key Managerial Personnel in the preceding one year: Key Managerial Personnel

Date if Appointment

Date of Resignation

Mr K.V Natarajan 01.01.2003 05.7.2004

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Board of Directors as on 31.12.2004

Name and address

Directorship in other Companies Nature of Interest in other Companies

Mr Sajjan Jindal Jindal House, 32, Walkeshwar Road, Mumbai – 400 006

Jindal Iron & Steel Co. Ltd Jindal Vijayanagar Steel Ltd Jindal Thermal Power Co. Ltd. 21st Century Printers Limited Jindal Aluminium Limited Jindal South West Holdings Ltd

Chairman

Mr Raman Madhok 3, Nishank Mira, Santra Cruz (West), Mumbai

Jindal Iron & Steel Co. Ltd. Jindal Steel & Alloys Ltd. Sapphire Technologies Ltd. Jindal Thermal Power co. Ltd. Jindal Coated Steel P Ltd. Art India Publishing Co. Pvt Ltd.,

Director

Dr. V. K. Nowal PO Vidyanagar 583275 (Toranagullu) Taluka Sandur, Dist Bellary, karanataka,

Jindal Steel & Alloys Ltd. Jindal Coated Steel Pvt. Ltd. Sapphire Technologies Ltd. Stingray Technologies Ltd. Jindal Technologies & Management Services Pvt. Ltd

Director

Mr Nasser Munjee Champagne House , 69 Worli Sea Face Mumbai 400018

Asea Brown Boveri Ltd HDFC Limited Repro India Limited Cummins India Limited Gujarat Ambhuja Cements Limited KPIT Cummins Infosystems Limited Voltas Ltd J&K Bank Mahindra & Mahindra Financial Services Ltd Skanska cementation India Ltd Unichem Laboratories Ltd Securities Trading Corporation of India Ltd Tata Infotech Ltd

Director

Capt. B.V.J.K. Sharma VASUDEV, 1st floor, plot No 17, behind Cottage Hospital, Chiklem, Vasco, Gao

None Jt Managing Director and CEO

Shri. Saket Agarwal 7th Floor,Somerset, Desai Road, Mumbai 400 026

ABG Shipyard Ltd. ABG Heavy Industries Ltd. ABG Shipping Ltd. ABG Power (P) Ltd. ABG Crane (P) Ltd. ABG Cement Pvt Ltd. Onway Industries Ltd. Banal Investment & Trading (P) Ltd. Cardinal Logistics Pvt. Ltd. Arabian Deep sea Fishing P Ltd ABG International P Ltd ABG Projects & Service Limited (UK)

Director

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VI. STOCK MARKET DATA

The Company not being a listed on any of the Exchange(s) for shares no stock market data is available. VII. MANAGEMENT DISCUSSION & ANANLYSIS OF THE FINANCIAL STATEMENT FOR THE LAST THREE

FINANCIAL YEARS:

The Company is in pre-operative stage and in view of the same the profit & loss statement for the company has so far not been prepared. STATEMENT OF ASSETS AND LIABILITIES

(Rs. In lacs) As at March 31, 2002 2003 2004 Fixed Assets Gross Block 5.43 6.86 41.48 Less: Depreciation 0.71 2.05 5.53 Net Block 4.72 4.81 35.95 Pre operative expenditure during construction (pending allocation)

923.05 1688.26. 7247.80

Current Assets, Loans and Advances

Cash and Bank Balances 7.72 299.02 127.00 Loans and Advances 154.97 159.34 162.53 Liabilities and Provisions Secured Loan -- -- 3070.00 Un-secured Loan 527.46 555.09 0.09 Current Liabilities & Provisions 20.98 24.70 1059.39 Shareholders Funds 542.02 1571.64 3443.80 Represented by Share capital 550.00 1150.00 3497.01 Less: Miscellaneous Expenditure 7.98 28.36 53.21 Net Worth 542.02 1121.64 3443.80 Advance against Share Capital -- 450.00 --

Total Shareholders Funds 542.02 1571.64 3443.80 The following discussion and analysis should be read in conjunction with financial statements. The Company is in pre-operative stage and in view of the same the Profit & Loss Statement for the company has so far not been prepared. The Company, till 31st March, 2004 has incurred a total project expenditure of Rs. 72.48 crores which includes amount paid/ incurred towards capital work in progress and preoperative expenditure (pending allocation). Subsidiary of the Company SWPL does not have any subsidiary as on date.

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VIII. PROMOTERS AND THEIR BACKGROUND ABG Heavy Industries Limited (ABGHIL)

ABGHIL was initially in the business of erection and material handling in the installation of heavy structures. It later diversified into chartering of heavy cranes, which has subsequently become its main line of business. Presently it provides its equipment’s to clients on a BOOT/ BOLT basis and derives its income from contractually pre-specified rentals. The Board of Directors of ABGHIL comprises of:

Sr.No. Name (S/Shri.) 1 Kamlesh Kumar Agarwal 2 Rishi Agarwal 3 R G Govindarajpuram 4 H P Prabhu 5 Saket Agarwal

The financial performance of ABGHIL in the last three financial years is summarized hereunder:

(Rs. in lacs.)

YE 31st March, 2002 2003 2004 Share Capital 2549 1202 1132 Free Reserve 9169 9082 10148 Income 6137 5773 6180 PBT 774 912 1117 PAT 714 920 1194

Tranquil Homes & Holding Pvt. Ltd. (THHPL)

THHPL is an investment company. The Board of Directors of THHPL comprises of:

Sr. No Name (S/Shri.) 1 P.Krishne Gowda 2 Ravindra Bhalerao 3 Praveen Chand Jhanji

The Summary of the financial performance of THHPL in the last three financial years is summarized hereunder:

(Rs. in lacs.)

YE 31st March, 2002 2003 2004 Share Capital 33.30 33.30 33.80 Reserve & Surplus Nil Nil Nil Income 44.94 43.34 10.27 PBT 12.71 21.54 (10.27 PAT 6.29 12.08 (11.10)

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Nalwa Chrome Private Ltd. (NCPL)

The company is an investment company. The Company has commenced its commercial activity. The Profit and Loss account prepared for the first time for the period from 15.6.2003 to 31.4.2004 shows a loss of Rs 9459 The Board of Directors of the company comprises of the following directors:

Sr. No. Name (S/Shri.) 1 I.Qureshi 2 Sanjay Agarwal 3 Sriram K.S.N

The Summary of the financial performance of NCPL in the last three financial years is summarized hereunder:

(Rs. in lacs.)

YE 31st March, 2004 Share Capital 451.00 Reserve & Surplus Nil Income 0

PBT (0.094)

PAT (0.094) Dhamankhol Engineering & Construction Company Pvt. Ltd. (DECCPL)

DECCPL is engaged in trading of steel and steel products. The Board of Directors DECCPL comprises of:

Sr. No Name (S/Shri.) 1 R.D. Bhalerao 2 Vishnu Prakash Garg 3 Sriram K.S.N

The Summary of the financial performance of DECCPL in the last three financial years is summarized hereunder:

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(Rs. in lacs.)

For YE 31st March, 2002 2003 2004

Share Capital 0.02 0.1 0.1 Reserve & Surplus 0.63 Income Nil 41.32 430.11 PBT (0.03) (0.14) 1.75 PAT (0.03) (0.14) 1.05 SOUTH WEST PORT LIMITED confirms that: 1. There have been no unusual or infrequent events or transactions, since the date of the

Auditors Report contained herein. 2. There are no significant economic changes that materially affected or are likely to

materially affect income from continued operations. 3. There are no known trends or uncertainties that have had or are likely to have a material

adverse impact on the revenue or income from continuing operations. 4. There have been no changes in the activity of the Issuer which may have had a material

effect on the statement of profit / loss for the last five years. Material Development: In the opinion of the South West Port Limited, since the date of the last financial statement disclosed in the Information Memorandum, there have been no circumstances that materially and adversely affect or are likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities, within the next twelve months. Corporate Governance The company is not listed for Shares on any of the recognised stock exchanges. Hence the provision for corporate governance is not applicable to the company. COMPANIES PROMOTED BY PROMOTERS Companies promoted by Promoters Tranquil Homes & Holding Pvt. Ltd. has promoted Dhamankhol Engineering & Construction Company Pvt. Ltd. while Nalwa Chrome Private Ltd. has been promoted by Dhamankhol Engineering & Construction Company Pvt. Ltd. Financials of these companies is provided under the head Promoters and their background. IX CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY UNDER THE SAME

MANAGEMENT – NOT APPLICABLE

X BASIS FOR ISSUE PRICE The Debentures are issued at Par and the Coupon rate is decided based on the rating of the Company.

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XII OUTSTANDING LITIGATIONS OR DEFAULTS

Outstanding litigations pertaining to South West Ports Limited There are no outstanding litigations pertaining to the Company.

Outstanding litigation pertaining to Promoter/Promoters Group

There are no outstanding litigation pertaining to the Promoters Group XIII. RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK

RISK FACTORS

Following are certain considerations, which the investors should peruse before making an investment in the issue. The material implication of the risks envisaged by the management has been quantified as far as possible. Where such quantification has not been made it may be construed that the implication cannot be quantified.

RISK FACTOR PROPOSAL TO ADDRESS THE RISK Development Risk Land Acquisition The Licensed Premises have already been handed over for

construction and the berth structure has been constructed with suitable reclamation.

Environmental Clearance

The Ministry of Shipping vide its letter PD-26018/2/2000-PDZ (CRZ) dated January 24, 2001 has cleared the project from the environment angle and clearance was accorded under Ministry of Environment & Forests Notification No. H-11011 / 6 / 97 - IA.III dated July 9, 1997 (SO No. 494(E))

Construction Risk Design & Project Management Risk

Design has been approved and first phase of the project has been completed. The concept design, master plan and detailed equipment specifications of the mechanized cargo handling for Phase – II have been completed and orders for the same have been placed. Majority of the equipment have been recd. at site and equipment are in erection stage to meet the commissioning schedules.

Cost & Time Overrun Berths have been constructed based on EPC Contract by MECON, a govt. of India subsidiary. Capital dredging and land reclamation work have also completed including other civil works for phase-I. Berthing and unloading operations have been commenced on trail basis through Panamax sized vessels. Orders have already been placed in respect of requirements for Phase – II of the Project and totally mechanized cargo handling is expected to commence by end March, 2005.

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Funding Risk The fund requirement for entire project has already been tied

up. The debt has been agreed to be given by HUDCO (Rs. 50 Crore term loan) and UTI Bank ltd. (Rs. 65 crore through private placement of NCD). Now, UTI Bank has agreed to replace Rs. 50 Crore term loan given by HUDCO and to fund additional Rs. 5 Crore by way placement of these NCDs. Entire contribution towards equity shares of Rs. 46.20 crore has been recd. Three of the project promoters viz. NCPL, DECCPL and THHPL would be contributing to Rs. 13.80 crore in the form of subscription to preference shares. Having regard to the fact that promoters have already brought in Rs. 35.93 crore toward their contribution to meet the project cost, risk of them not being able to arrange for their balance contribution can be considered to be minimal.

Connectivity and other Infrastructure facilities

MPT is responsible for providing and maintaining all necessary port infrastructure. Alignment for laying of railway lines into the berth has been completed. Three out of four proposed lines have been laid and civil work for fourth line is in progress. The same is expected to be completed by end May 2005.

Operating Risk Operations & Maintenance

SWPL proposes to appoint its own personnel for O&M of the facility in view of the total mechanization of the operations. Manual labor wherever required would be sourced through contractual arrangements.

Productivity and Efficiency Levels

The entire operations of the berth are fully mechanized and hence the productivity & efficiency in operations is expected to be very high

Revenue Risk Throughput levels There is resurgence in the Indian steel industry and hence it is

expected that the traffic will significantly increase in the Port. Since the berthing facility is the only berth, which once fully developed, can accommodate Cape size vessels, the traffic is expected to meet the projected levels and the limitation in increasing throughput would be because of lack of adequate storage space and availability of railway rakes for higher evacuation. Also import of coal is unlikely to come down in view of insufficient availability of metallurgical grade coal. Mormugao is well connected to major users through road / rail network. It also offers significant advantages in transportation savings to users in Bellary-Hospet region due to relatively lower railway distances. A use or pay commitment from JVSL to SWPL for a throughput of 3 MTPA has been agreed upon which further improves the

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risk profile of the project

Competition SWPL’s berth, situated in Mormugao Port, enjoys following advantage over the competing ports: e.) Fully mechanized handling facility f.) Relatively high draft of 14.3 m g.) Relative proximity to Bellary – Hospet region as compared

to Ennore Port. h.) Good connectivity infrastructure, especially railway,

compared to Vishakhapatnam and the likely to be developed Karwar Port.

Tariff Levels MPT being a major port and tariff levels have already been approved by TAMP. The mechanization of operations in the berth will help SWPL in achieving significant savings in O&M costs and, thus, improve the profitability.

Throughout License Period

Force Majeure Events A comprehensive insurance coverage will be taken by SWPL to account for losses because of Force Majeure.

Termination Events Compensation will be paid by MPT in case of termination as per the provisions of the License Agreement

XIV. DISCLOSURE ON INVESTOR GRIEVANCES AND REDREESAL SYSTEM : To ensure that Investors grievances are attended to expeditiously the issuer has appointed M/s. Sharepro Services as its Registrar and Share Transfer Agent : SHAREPRO SERVICES Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai 400099 Tel No.: 022-28215168 Fax No.:022-28375646 Unit : South West Ports Limited Further, investors may note that a compliance officer has also been appointed by the Issuer and he may be contacted in case of any grievances at the following address : Compliance Officer Mr. R G RAMACHANDRAN Designation : DGM FINANCE & ACCOUNTS Address : 1ST floor, Port Users Complex, Mormugao Harbour, Goa 403803

Tel No 0832 2523000 Fax No. 0832 2523006 E.mail id : swpl@swplgoa.com As on date there is no outstanding grievances against SWPL LIMITED from investors/ shareholders.

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Details regarding listed companies under the same management within the meaning of Section 370 (1)(B) of the Companies Act, 1956 for which similar aforesaid details are required to be furnished. There are no listed companies under the same management within the meaning of Section 370 (1) (B) of the Companies Act, 1956.

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PART II

XV. GENERAL INFORMATION Consent M/s.Shah Gupta & Co the Statutory Auditors of the Issuer have their written consent to their report being included in the form and content in which it appears in this Information Memorandum UTI Bank Limited has given its written consent to act as Trustees to the issue and for including their name in the Information Memorandum. M/s Sharepro has given its consent written consent to act as Registrar to the issue and for including its name in the Information Memorandum Registrar. Change in Directors of South West Port Limited during the Last Three Years The following Persons have been appointed and inducted into the Board as Directors during the last 3 years Sr. No. Name of Director Date of Appointment

1. Shri. K.V. Natarajan 01.01.2003 2. Capt. B.V.J.K. Sharma 11.08.2003 3. Shri. P.K. Kedia 13.11.2002 4. Shri. M.G.M. Maran 13.11.2002 5. Shri. Lalit Bhadwar 13.11.2002 6. Shri. PK Sinha 07.10.2002 7. Shri Sajjan Jindal 15.11.2004 8. Shri Raman Madhok 15.11.2004 9. Dr V K Nowal 15.11.2004 10. Shri Naseer Munjee 17.12.2004

The following Persons have ceased to be Directors during the last 3 years

Sr. No. Name of Director Date Reason 1. Shri P K Sinha 24.02.2003 Resignation 2. Shri K.V Natarajan 05.7.2004 Resignation 3. Shri. P.K. Kedia 15.11.2004 Resignation 4. Shri. M.G.M. Maran 15.11.2004 Resignation 5. Shri. Lalit Bhadwar 15.11.2004 Resignation 6. Shri. Rishi Agarwal 15.11.2004 Resignation

Change in Auditors of South West Ports Limited During The Last Three Years M M Chaturvedi & Co : Till FY 2001-2002 I Qureshi & Associates : Till FY 2003-2004 Shah Gupta & Co : Present Auditor

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Authority for the Present Offer: The present issue of Secured Non-Convertible Redeemable Debentures is being made pursuant to the resolution of the Board of Directors of the company in the meeting held on 17th December, 2004and subject to the Memorandum and Articles of Association of the Company. Procedure and time schedule for allotment and issue of certificates. Debentures would be allotted by Board of Directors of the Issuer and Letter of Allotment would be issued / credited within 2 working days from date of allotment and Debenture Certificate in Dematerliased form would be issued / credited within 3 months from the date of allotment. Investors are requested to contact the undermentioned Compliance Officer in case of any query or grievances Name and address Mr. R G RAMACHANDRAN Designation : DGM FINANCE & ACCOUNTS Address: 1ST FLOOR PORT, USERS COMPLEX, MORMUGAO HARBOUR, GOA 403803 Tel No 0832 2523000 E.mail Id : swpl@swplgoa.com

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XVI. AUDITORS REPORT & FINANCIAL INFORMATION To, The Board of Directors, South West Port Ltd. (Formerly ABG Goa Port Ltd.) 1st Floor, Port Users Complex, Mormugao Harbour, Goa 403803 Dear Sirs, We were engaged to report on the financial information of South West Port Limited (‘the Company’) which is required to be prepared in accordance with Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (‘the Guidelines’) issued by Securities and Exchange Board of India (‘SEBI’) in pursuance of section 11 of the Securities and Exchange Board of India Act, 1992. The financial information is proposed to be included in the information Memorandum of the Company in connection with the issue of Redeemable Secured Non-Convertible Debentures aggregating to Rs. 55 crores on a private placement basis. We were engaged to report on the annexed statement of assets and liabilities of the Company as at 30th Sept 2004 and for previous five financial years ended as at 31st March 2004, 2003, 2002, 2001 & 31st March 2000 (‘the summary statement’) (Annexure – I) The summary statement have been extracted from financial statements drawn up in accordance with the provisions of the Companies Act 1956, reviewed by us for the period ended 30th Sept, 2004 (half year), and from financial statements of previous five years upto March 2004, audited by other auditors. The Company’s management is responsible for preparation of summary statement and the capitalization statement and our responsibility is to report on the work done. We have performed such tests and procedures, which, in our opinion, were necessary for our reporting to you. These procedures include comparison of the annexed financial information with the Company’s, reviewed/audited financial statements. Based on our review of the financial statements, we confirm that:

A. We have examined the audited financial statements of the Company for the five consecutive financial years ended on 31st March 2004 as set out in Annexure -I being the last date upto, which the accounts of the Company have been made up and audited by the Auditors of the Company of those respective years. Further we have reviewed the financial statement for the period ended as on 30th September 2004, and found it to be correct.

B. The aforesaid summary statement of assets and liabilities read together with significant accounting policies set out in Annexure -II and significant notes on accounts as set out in Annexure – III have been drawn up after giving effect to adjustments and re-grouping as and where, in our opinion, considered appropriate.

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Since the Company had not commenced commercial operations till 31st March 2004, no profit and loss account have been prepared for the five financial years ended 31st March 2004 and accordingly financial information relating to profit and loss for the said five financial years ended 31st March, 2004 is not applicable. The company has commenced trial run operation with effect from 19th June 2004 and the revenue generated during the period from 19th June 2004 to 30th Sept 2004 has been treated as “revenue generated during the period of Asset under construction” in accordance with the principles laid down in AS 10 and accordingly has been capitalized. Therefore, financial information relating to profit and loss for the half-year ended 30th Sept 2004 is also not applicable. We have also examined the capitalization statement as at 30th Sept 2004 and other information presented in Annexure –IV, which has been prepared, based on audited information, approved by the Company and annexed to this report. This report is intended solely for your information and for the Company to comply with the provisions of the Guidelines and may not be suitable for any other purpose. Yours sincerely, For Shah Gupta & Co. Chartered Accountants Sd/- Vipul K. Choksi. (Partner) M. No. 37606. Place : Mumbai Date : 17.01.2005

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ANNEXURE – I STATEMENT OF ASSETS AND LIABILITIES

(Rs. In lacs) As at 31st March, 2000 2001 2002 2003 2004 30th Sep 04. Fixed Assets Gross Block 2.85 5.42 5.43 6.86 41.48 7254.28 Less: Depreciation 0.11 0.37 0.71 2.05 5.53 99.26 Net Block 2.74 5.05 4.72 4.81 35.95 7155.02 Pre operative expenditure during construction (pending allocation)

383.29

644.39

923.05

1688.26

7247.80

3340.62

Current Assets, Loans and Advances

Sundry Debtors 644.67 Cash and Bank Balances 14.99 0.68 7.72 299.02 127.00 564.91 Loans and Advances 173.78 179.99 154.97 159.34 162.53 902.25 Liabilities and Provisions Borrowed Funds 9.5% Secured Redeemable Non- Convertible Debenture Secured Loan

- -- -- --

3070.00

4000.00 3070.00

Un-secured Loan 16.61 275.38 527.46 555.09 0.09 0.09 Current Liabilities and Provisions

16.17 12.71 20.98 24.70 1059.39 1287.78

Shareholders Funds 542.02 542.02 542.02 1571.64 3443.80 4249.61 Represented by 1) Share capital 550.00 550.00 550.00 1150.00 3497.01 3497.01 Less: Miscellaneous Expenditure

7.98 7.98 7.98 28.36 53.21 53.21

Net Worth 542.02 542.02 542.02 1121.64 3443.80 3443.80 Advance against Share Capital

-- -- -- 450.00 -- 805.81

Total Shareholders Funds 542.02 542.02 542.02 1571.64 3443.80 4249.61

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ANNEXURE – II

SIGNIFICANT ACCOUNTING POLICIES.

General 1) The financial statements are prepared under the historical cost convention and on the

basis of a going concern. The company follows mercantile system of accounting and recognizes income and expenditure on accrual basis except those with significant uncertainties and in accordance with accounting standards applicable.

2) Accounting policies not specifically referred to are consistent and in consonance with generally accepted accounting principles.

Fixed Assets 1) Fixed assets are stated at cost of acquisition or construction less depreciation. 2) All revenue expenditure incurred during the period of setting up of the port project

have been classified as preoperative expenditure and will be allocated to the Fixed Assets upon completion of the port project and commencement of commercial operations.

3) a) Depreciation on assets is provided on straight-line basis at the rates and in the manner specified in schedule XIV to the Companies Act, 1956. b) Depreciation on fixed assets added / disposed off / discarded during the year has been provided on a pro-rata basis with reference to the month of addition / disposal / discarding.

Miscellaneous Expenditure Preliminary expenses will be written off in a phased manner from the year of commencement of commercial operations.

Borrowing Costs

Borrowing costs directly attributable to the acquisition and construction of asset are capitalised as a part of the cost of respective asset up to the date when such asset is ready for intended use. Other borrowing costs are charged as an expense in the period in which they are incurred. Transactions in Foreign currencies:

1) Transactions are recorded at the exchange rates prevailing on the date of transaction. 2) Foreign currency designated assets, liabilities & capital commitments are restated at

the year end rates. 3) The exchange differences are adjusted to :

a) carrying cost of fixed assets, if any related to fixed assets and b) Profit & Loss account in other cases.

Retirement Benefits:

Liability in respect of retirement benefits is provided and / or funded and charged to Profit & Loss Account as follows: a) Provident / Family pension Fund: On actual liability basis. b) Leave Encashment: As determined on the basis of accumulated leave to the credit

of employees at the year end.

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Income Tax

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in accordance with the Income Tax Act, 1961. The deferred tax from timing differences between the book & tax profits for the year is accounted for using the tax rates & laws that have been substantively enacted of balance sheet date. Deferred tax assets arising from timing differences are recognized to the extent that there is reasonable certainty that these would be realized in future.

ANNEXURE – III

SIGNIFICANT NOTES ON ACCOUNTS

1. Contingent Liabilities not provided for in respect of: (Rs.in lacs)

As at 30th Sept 2004

As at 31st March 2004.

Claims made by a dredging contractor, currently pending before arbitration, to the extent the Company does not expect determination of any liability in respect thereof.

155.75

155.75

2 Estimated amount of contracts remaining to be executed on capital account (net of

advances) as at 30th Sept 2004 is Rs.5005.73 lacs (As at 31st March 2004 Rs. 4814.25 lacs)

3. No Profit & Loss Account has been prepared since the company has not yet started commercial operations. The company has instead prepared a statement of ‘Pre-Operative expenditure during construction period (pending allocation)’. The pre-operative expenditure will be allocated to the Fixed Assets in accordance with the accepted accounting principles in the year of commencement of commercial production.

4. a) In the opinion of the management the current assets, loans and advances have a

value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) The accounts of certain Creditors and Advances are subject to confirmation/reconciliation, if any. The management does not expect any material difference affecting the financial statements on such reconciliation / adjustments.

ANNEXURE –IV

CAPITALISATION STATEMENT (Rs. In lacs)

Particulars As on 30th Sept 2004

As adjusted for the issue

Short term Debt 0.09 0.09 Long Term Debts 7070.00 9500.00 Shareholders Funds Share Capital 3497.01 3497.01 Less: Miscellaneous Expenditure 53.21 53.21 Total Shareholders Funds 3443.80 3443.80 Long Term Debt/Equity 2.05 2.78

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KEY ACCOUNTING RATIOS: For the year ended 31st March, 2000 2001 2002 2003 2004 Sep 2004 Book Value per Share(Rs.) 9.85 9.85 9.85 9.75 9.84 9.85 Book value per share (Rs. ) (Net worth at year end)/(No. of equity shares) (Net Worth = Share Capital Less Misc Exp) TAX SHELTER: Not Applicable as the Company had not commenced its commercial operations till 30th Sept 2004. PRINCIPAL TERMS OF LOANS AND ASSETS CHARGED AS SECURITY: Secured Loan Particulars (A) From Housing and Urban Development Corporation Ltd. (HUDCO)

Description Rupee Term Loan Amount outstanding as on 30th September, 2004

Rs. 3070.00 lacs (Amount drawn and outstanding out of the sanctioned amount of Rs. 5,000.00 lacs)

Tenure/Repayment Repayable in quarterly installments commencing from 31st March, 2006 until 31st December, 2012

Coupon Rate Currently 10.5% p.a. Interest payment Quarterly Assets charged as Security Secured by (a) first mortgage and charge of

the Company’s immovable properties, both present and future (b) first charge by way of hypothecation of all the Company’s moveable properties, both present and future (c) assignment of all the (i) Company’s receivables and book debts, both present and future (ii) right title and interest of the Company under all contracts, insurances, licenses, guarantees /indemnities and other securities in favour of the Company by the contractors etc. (d) first charge on all intangible assets of the Company and (e) pledge of all the equity shares issued or to be issued by the Company to the promoters during the currency of the loan.

(B) From UTI Bank Limited (UTIBL) Description Redeemable Non-Convertible Debentures Amount outstanding as on 30th Sept, 2004

Rs. 4000.00 lacs (Amount drawn and outstanding out of the sanctioned amount of Rs. 6500.00 lacs)

Tenure/Repayment Repayable in quarterly installments commencing from 15th January, 2006 until 15th October, 2012

Rate of Interest 9.50% p.a.

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Interest payment Quarterly Assets charged as Security Proposed pari-pasu charge with HUDCO on all

assets.

DETAILS OF OUTSTANDING UNSECURED LOAN (as on 30th Sept, 2004)

Unsecured loan from ABG Heavy Industries Limited (a promoter Company)

Amount outstanding as on 30th Sept, 2004 Rs. 0.09 lacs

Interest rate Nil

Repayment On Demand

4 DIVIDEND

The Company has not declared or paid any dividend since its incorporation.

XVII. OTHER PROVISIONS RELATING TO ACCOUNTS OF THE ISSUER COMPANY ♦ South West Ports Limited confirms that there have been no changes in the activity of the

Issuer which may have had a material effect on the statement of profit/loss for the last five years.

XVIII. STATUTORY AND OTHER INFORMATION a) Minimum Subscription

Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003 issued by SEBI minimum subscription clause is not applicable to the privately placed debt securities.

b) Expenses of the Issue giving separately fee payable:

Trusteeship Fees & Registrar and Transfer Agent Fees are specified in the respective consent letter which are available for inspection.

c) Commission/Brokerage:

Debt : Nil

d) Previous issue for cash: Equity : - Debt : 65 Crores

e) Previous public or rights issue, if any: Not Applicable (during last five years) .

f) Debentures issued by the Issuer outstanding as on the date of Information Memorandum and terms of issue:

Type of Debentures 9.5% Secured Redeemable Non Convertible Debentures

Issue Size 650 No of Debentures of Rs 10 Lacs each

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aggregating to Rs 65 Crores Alloted 530 No of Debentures of Rs 10 Lacs each

aggregating to Rs 53 Crores Listed on The Stock Exchange Mumbai Interest Dates 15.1, 15.4, 15.7,15.10 Issue Date 31.3.2004 Redemption 24 equal installments starting from 15.1.2006

to 15.10.2011 g) Option to subscribe: The Issuer has made depository arrangement with NSDL and CDSL for the Debentures. The investors will have the option to hold the debentures in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996/Rules as notified by NSDL / CDSL from time to time. Investors desirous of receiving the debenture certificate in the dematerialised from should mention their Depository Participant’s name, DP-ID and beneficiary account number in the appropriate place in the application form. Debentures allotted to successful allottee(s) having depository account shall be credited to their depository account against surrender of letter of allotment. (h) Property purchased by the Company during last two years : The Company have

Purchased Land for Rs 1,56,795 in Ahemdabad, Gujrat i.) Agreement between South West Port Limited & and Managing Director /Whole Time

Director. –

In terms of Special Resolution passed by Annual General meeting. on 20.09.2003 the terms of appointment of Mr B V J K Sharma as Jt Managing Director & CEO and also the Salary and perquisites payable JMD is as follows :

Particulars Revised Terms

Jt Managing Director Salary 18,00,000 p.a. Responsibility alllowance 7,80,000 p.a. Leave travel allowance 1,50,000 p.a. Allowance for Upkeep of residential accommodation

1,80,000 p.a.

Note on qualification shares: As per the Articles of Association of the Company, the Directors of the Issuer are not required to hold qualification shares.

XIX. RELATED PARTY DISCLOSURE as per 31.3.2004 Balance Sheet (a) List of Related Parties :

Key Management Personnel :

Mr. K.V.Natarajan Capt. B.V.J Sharma

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(b) Details of transactions with related parties : Previous Year

Rupees Rupees Referred to Referred to in (a) above in (a) above

Managerial Remuneration 42,25,392 6,88,000

Outstanding balances as on 31st March 2004

Advance recoverable 90,000 -

XX. OTHER DETAILS

(a) Rights of Debentureholders Debentureholders do not carry any rights regarding voting, dividend, lien on shares. (b) Main Provisions of Articles of Association The copy of Memorandum and Articles of Associations is available at the Registered Office of the company. Debentureholders may refer the same. (b) Modifications of Rights

The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Issuer if the same are not accepted in writing by the Issuer. (c) Restrictions, if any, on Transfer and Transmission of Debentures and on their Consolidation The Issuer will not register any transfers of the Debentures to any NRIs (except on non-repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate regulatory approvals are obtained. The Issuer shall not be duty bound to take interest or trust in or over the Debentures. Transfer of debentures in dematerialised form would be in accordance to the rules /procedures as prescribed by NSDL /Depository Participant. (d) Revaluation of Assets There has been no revaluation of Issuer’s assets during the last five years. XXI. MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS The following contracts and also documents for inspection referred to hereunder, may be inspected at the registered office of the company at Goa from 11.00 am to 1.00 pm from the date of this Information Memorandum until the date of closure of this Issue.

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♦ MATERIAL CONTRACTS All Agreement / Resolution appointing MD/WD with their terms and conditions Letter received from R & T Agent agreeing to act as Registrar and Transfer Agent. Letter received from the Trustees agreeing to act as Debenture Trustees ♦ DOCUMENTS 1. Memorandum and Articles of the Issuer as amended from time to time 2. Certificate of Incorporation of the Issuer dated 26th June, 1997. 3. Audited Accounts of the Issuer for the year ended March 31, 2004, 2003, 2002, 2001 and

2000 and the Auditors’ Report thereon alongwith relevant enclosures together with accounts for the period ended 30-09-2004 as reviewed by Auditors

4 Copy of Board Resolution dated 17.12.2004 authorising the issue .

5. Copy of application made to Stock Exchanges. XXI. DECLARATION We declare that all the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government have been complied with and no statement made in this Shelf Information Memorandum is contrary to the provisions of the Companies act, 1956. Signed for and on behalf of South West Port Ltd. R G Ramachandran Compliance Officer Date : 19th January, 2005 Place: Goa