1. Corporate information
Cals Refineries Limited (the Company) is a public company domiciled in
India and incorporated under the provisions of the Companies Act, 1956.
Its shares are listed on Bombay Stock Exchange in India. The Company is
in process of setting up a crude oil refinery in Haldia, West Bengal
with total capacity of approximately 10 million metric tonnes per annum
a) Terms / rights attached to Equity Shares/ GDRs
# The Company has only one class of shares referred to as equity shares
having a par value of Rs. 1/-. Each holder of equity shares is entitled
to one vote per share. Holders of GDRs will have no voting rights with
respect to the Deposited Shares.
# In case of Depository receipts, the Depositary will, if so requested
by the Board of Directors of the Company and subject to receipt from
the Company of an opinion from the Company''s legal counsel, (such
counsel being reasonably satisfactory to the Depositary, that to do so
will not be illegal or violate any applicable law of India, or subject
the Depositary to liability to any Holder or any shareholder of the
Company), either vote as directed by the Board or as conveyed by the
Chairman of the Company or give a proxy or power of attorney to vote
the Deposited Shares in favour of a Director of the Company or other
person or vote in the same manner as those shareholders designated by
In the absence of receipt from the Company of an opinion from legal
counsel as aforesaid, the Depositary shall not have any obligation to
exercise any voting rights and shall have no liability to the Company
or any Holder.
# The Company declares and pays dividend in Indian rupees. During the
year ended March 31, 2012, the amount of dividend recognized as
distribution to equity shareholders was Rs. Nil per share (Previous year
: Rs. Nil).
# In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the remaining assets of the
company, after distribution of all preferential amounts. However, no
such preferential amounts exist currently. The distribution will be in
proportion to the number of equity shares held by the shareholders.
# The Company has made preferential allotment of 165.16 million equity
shares of Rs. 1 each, it includes share application money of Rs. 146.83
million in previous year. The proceeds were utilised for payment of
proposed GDR issue related expenses, project related expenses and other
d) * Share Allotment date is 180 days from the receipt of Foreign
Direct Investment (FDI) as prescribed under Foreign Exchange Management
Regulation Act. However, the Company could not allot the Equity Shares
against the pending Share Application Money by the stipulated date as
Securities and Exchange Board of India (SEBI) vide order dated
September 21, 2011 has directed not to issue equity shares or any other
instrument convertible into equity shares or alter their capital
structure in any manner till further directions in this regard.
# Includes Rs. 630 million as lease premium and interest Rs. 166.72
million, under an agreement for the permissive possession of the land,
not paid by the Company as per the terms of the agreement.
2. In the opinion of the Board of Directors, current assets, loans
and advances have a value on realization in the ordinary course of the
business at least equal to the amounts at which they are stated and
provision for all known liabilities have been made.
3. The service tax liability has been ascertained and provided for in
the books of accounts. The Company has been advised that as per the
provisions of Central Excise Act, 1944, the Company is eligible to
claim CENVAT Credit against the excise duty payable on the products to
be manufactured by the Company and accordingly CENVAT credit of service
tax has been considered as an asset and classified as Cenvat
recoverable in Note No. 12.
4. The Company has requested its vendors to confirm their status
under Micro, Small and Medium Enterprises Development Act (MSMED),
2006. Based on the confirmations received, there are no amounts due to
any micro or small enterprise under the MSMED Act, 2006.
5. The Company has taken offices premises under operating lease
agreements. These are generally cancellable and are renewable by mutual
consent on mutually agreed terms. The Company has no obligation towards
Rental expenses of Rs. 1 million (previous year Rs. 9.52 million) in
respect of operating lease obligation have been recognised in the
Statement of Profit and Loss.
6. Project Status
a. The Company has a plan to set up crude oil refineries in Haldia,
West Bengal with total capacity of approximately 10 million metric
tonnes per annum (MMTPA) with budgeted outlay of approximately Rs.
120,737 million. (USD 2683.04 million) of which Rs. 33,021 million is
planned to be funded by way of equity capital and the balance Rs. 87,716
million by way of debt. A number of new equipments would have to be
installed for achieving the desired configuration and complexity of the
refinery which has resulted in the revision of the budgeted outlay of
the project as compared to last year.
The equity component was partially funded by issue of Global Depositary
Receipts (GDR) of USD 200 million (equivalent to Rs. 7,880 million) in
December 2007. The proceeds of the GDR issue were utilized to pay
capital advances related to purchase of equipments of two used oil
refineries and other corporate expenses incurred during construction
The Company has inducted Hardt Group as a strategic investor for
execution of this project. Abboro Limited (affiliates of HARDT Group)
has subscribed to the equity capital by infusing funds in the Company
to meet corporate and project related expenses.
On March 15, 2011, the Company has entered into two Assets Purchase
agreements with Tagore Investments S.A. and Amber Energy S.A.
(affiliate of HARDT group) for the purchase of certain petroleum
refinery equipments and technical components for USD 275 million
(equivalent to Rs. 12,375 million) and USD 142 million (equivalent to Rs.
6,390 million) respectively, aggregating to a total cost of USD 417
million (equivalent to Rs. 18,765 million). As per such agreements, the
Company shall issue GDR, subject to the Central Government approval,
for an amount of USD 175 million to Tagore Investments S.A. and USD 142
million to Amber Energy S.A. and also make cash payment amounting to
USD 100 million to Tagore Investments S.A.
The Company''s request to Foreign Investment Promotion Board (FIPB)
for issuing GDR of US$ 317 million to Hardt group was approved in the
meeting of FIPB held on May 20, 2011. Since the amount of issue had
exceeded Rs. 12,000 million, the proposal was recommended to Cabinet
Committee on Economic Affairs (CCEA). In the interim SEBI had issued
directions to the Company not to issue equity shares or any other
instruments convertible into equity shares or alter capital structure
in any manner till further directions in this regard. The said order
has been confirmed by SEBI on December 30, 2011, without taking into
consideration the merits of the case. All querries of SEBI have been
replied and final order is awaited.
The aforesaid SEBI order has resulted in the Company not being able to
proceed with the proposed GDR issue and tie up its Equity. Consequent
to SEBI''s order, FIPB has also withdrawn its recommendation to CCEA
and kept the proposal pending at its end.
The ability of the Company to continue as a going concern is
significantly dependent on its ability to successfully arrange the
balance funding and achieve financial closure to fund its project and
to meet its contractual obligation under vaious contracts and obtain
necessary extension for compliance of terms related to sub-lease of
land required for the refinery project. The Company expects to receive
favourable SEBI order soon which will pave the way for issuance of GDR/
equity as stated herein above and necessary approvals from FIPB/ CCEA
and other statutory authorities. These financial statements have been
prepared on a going concern basis on the basis that the necessary
funding and financial closure will be achieved and do not include the
adjustments that would result if the Company is unable to continue as a
b. During the previous years, the Company had entered into agreements
for supply of plant and machinery related to the project. The said
agreement provided for certain milestones of performance on part of the
parties to the contract which more specifically involved delivery of
equipments by the supplier periodical payment by the Company. The
Company paid certain advances as per the terms of the contract,
however, in view of the pending financial arrangements, it could not
fulfill other terms and conditions stipulated under the said
agreements. The suppliers/contractors also could not fulfill their
obligations under the said agreements.
In view of the fact that the obligations of either party to the
contracts in the aforementioned agreements for supply of plant and
machinery related to the project are not fulfilled, the Company''s
contractual obligation for payment of Rs. 406.44 million (net of Rs.
5,007.22 million due to the termination with the party, refer note no.
29.c) (as on March 31, 2011: Rs. 5,361.96 million) is not crystallized as
at the balance sheet date and hence has not been recognised in these
financial statements. Fulfillment of the Company''s contractual
obligation is dependent on arrangement of balance funding.
c. Also, subsequent to March 31, 2011, the Company had successfully
renegotiated one of the contracts for purchase and sale of refinery
assets in respect of its refinery projects whereby the scope of the
contract was amended to exclude auxiliary technical services and
consultancy services besides reduction in the purchase price for the
contract with the stipulation to make the balance payment by May 23,
2011. The Company could not meet the payment terms and the supplier
forfeited the amounts paid earlier as advance amounting to Rs. 3,355.93
million. In view of cancellation of the said contract the affiliated
engineering and consultancy services rendered have become redundant.
Accordingly, the amount of Rs. 101.86 million paid to the consultants has
been written off. No further liability arises on the Company on
cancellation of the contracts.
d. The Company has paid advances amounting to Rs. 141.48 million (net of
Rs. 169.92 million, refer note no. 29c) (as on March 31, 2011: Rs. 311.40
million) to the suppliers and auxiliary service providers. Due to delay
in financial closure, the Company could not fulfil its financial
obligations as stipulated in such agreements, resulting into delay in
supply of plant and machinery and related services. As per these
agreements, some of such advances may not be recoverable in the event
of non-fulfilment of contractual obligations by the Company. Therefore
fulfillment of the contractual obligations are dependent on arrangement
of balance funding. However, based on the developments stated in Note
No. 29a above, management is confident of achieving financial closure
and fulfilling its obligations under various contracts in the
e. An advance of Rs. 4,583.44 million was paid to a supplier of Plant
and Machinary, subsequently the Company had entered in to a Deed of
Novation with an affiliate of Hardt Group, who assumed the
contractual obligations envisaged on the supplier under erstwhile
agreement of plant and machinary. Such advance may not be recoverable
in the event of non-fulfilment of obligations by the Company as per the
terms of the agreement. Therefore fulfillment of contractual
obligation are dependent on arrangement of balance funding as stated
f. Haldia Development Authority (HDA), vide its memo dated March 25,
2008, offered land admeasuring about 400 acres at Haldia, West Bengal
to the Company for setting up the refinery project (''the project'').
As per the terms of the said memo, lease premium of Rs. 600 million was
Subsequently, vide its memo dated April 23, 2008, HDA granted
permission to the Company for survey work, soil testing, land
development work and construction work and accordingly the Company
carried out such work. Pending financial closure for the refinery
project, the Company could not pay the aforesaid lease premium in full.
During the year ended March 31, 2010, the Company entered into a
tripartite agreement dated March 19, 2010 along with HDA and West
Bengal Industrial Development Corporation Limited (WBIDC).
As per the terms of the aforesaid agreement, WBIDC has paid Rs. 630
million as lease premium for land, development fee and other amounts to
HDA and the Company was given permissive possession of the said land
for a period of six months from the date of the agreement, for the
purpose of implementing the project. Further, it was stipulated that
the said land shall be sub-leased in favour of the Company at the end
of six months from the date of the agreement subject to compliance with
The Company had requested WBIDC to allow time upto March 31, 2012 for
complying with the conditions. WBIDC has vide their letter dated July
1, 2011, allowed extension of permissive possession of the said land to
the Company on payment of interest upto June 30, 2011 and stipulated
that the Company should complete equity tie-up and financial closure by
September 30, 2011. Since the Company was not in a position to comply
with these conditions, it had again requested WBIDC to extend the time
limit upto March 31, 2012 for which WBIDC had asked the Company to
submit a Detailed Project Report (DPR) which had been complied with.
WBIDC had not acceded to the Company''s request vide its letter dated
March 1, 2012 and had withdrawn the permissive possession of land. The
Company has again requested WBIDC to allow time till September 30, 2012
for clearance of the dues and extend the permissive possession till
September 30, 2012. The reply from WBIDC is awaited and management is
confident of getting the lease renewed.
As stated above the acquisition of rights in the leasehold land depends
on the arrangement of fund to meet the Company''s obligations and
successful negotiation with WBIDC. The expenses incurred on land
development and civil work amounting to Rs. 198.31 million and Rs. 49.64
million respectively is included in the cost of leasehold land and
capital work in progress.
7. The indirect expenditure/income not attributable to setting up of
the Project detailed in Note no. 19.a heitherto have been included in
the statement of Pre-operative expenses pending allocation.
During the Year the Company has prepared the Statement of Profit and
Loss and such expenses/income have been recognised in the Statement of
Profit and Loss. In the earlier years expenses/income have also been
included in the Statement of Profit and Loss for the year and shown
under the Exceptional Items (Note No.19). Therefore the disclosure of
previous year figures in the Statement of Profit and Loss and notes
thereof do not arise hence not given.
8. Based on the opinion from an independent eminent lawyer and in the
light of certain court judgements, certain services, rendered by
foreign suppliers mainly in connection with the purchase of plant and
machinery, have been considered to be part of supply of plant and
machinery and the Company has been advised that there would be no
liability on account of tax deducted at source and service tax.
Accordingly, service tax and tax deducted at source amounting to Rs. 5.44
million and Rs. 6.00 million respectively has been derecognised in the
financial statements in the previous year and interest cost for non
payment of the tax deducted at source for the period from January 1,
2011 to March 31, 2011 amounting to Rs. 0.22 million has not been
provided for in the financial statements.
Further, in the light of certain court judgements and in line with the
Company''s position in its income-tax returns for the previous years,
the interest income earned in those years has been considered to be
capital in nature and accordingly the provision for income-tax
(including of interest thereon) created in respect thereof amounting to
Rs. 56.17 million in those years has been derecognized in the financial
statements for the year ended March 31, 2011 and also the interest
thereon for the period from January 1, 2011 to March 31, 2011 amounting
to Rs. 2.39 million has not been provided for in the financial
9. Previous year figures have been re-classified/ re-grouped,
wherever considered necessary to conform to current year''s