1. Project status
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.
83,000,000,000 (US $ 1.8 billion) of which Rs. 29,000,000,000 (US $
0.63 billion) is planned to be funded by way of equity capital and the
balance Rs. 54,000,000,000 (US $ 1.17 billion) by way of debt.
The equity component was partially funded by issue of Global Depositary
Receipts (GDR) of US $ 200 million (equivalent to Rs. 7,880,000,000) 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
period.
Further, on March 15, 2011, the Company has entered into two Assets
Purchase agreements with Tagore Investments S.A. and Amber Energy S.A.
(affiliates of HARDT Energy Limited) for the purchase of certain
petroleum refinery equipments and technical components for US $ 275
million (equivalent to Rs. 12,375,000,000) and US $ 142 million
(equivalent to Rs. 6,390,000,000) respectively, aggregating to a total
cost of US $ 417 million (equivalent to Rs. 18,765,000,000). As per
such agreements, the Company shall issue GDR, subject to the Central
Government approval, for an amount of US $ 175 million to Tagore
Investments S.A. and US $ 142 million to Amber Energy S.A. and also
make cash payment amounting to US $ 100 million to Tagore Investments
S.A. Pursuant to another agreement, Abboro Limited (affiliate of HARDT
Energy Limited) has already infused Rs. 102,431,700 as share
application money, pending allotment as on March 31, 2011. The Company
is also in discussion with other investors to bring in the balance
equity required for the project.
Further, as explained in more detail in note 8 below, the Company has
sought an extension of period from the concerned authorities for
compliance of certain conditions related to sub-lease of land required
for the project at Haldia, West Bengal.
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
obtain the necessary extension for compliance of terms related to
sub-lease of land required for the refinery project. In the event of
any delay in the arrangement of the balance funding, the Management is
confident of arranging the funds required for discharging the
liabilities of the Company arising in the foreseeable future. These
financial statements have been prepared on a going concern basis on the
assumption 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 going concern.
2. Status of significant contracts
- During the previous years, the Company had entered into agreements
for supply of plant and machinery, certain process units, and auxiliary
technical services 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/ contractors against periodical opening of letters of credit
and periodical payment by the Company. The Company paid certain
advances as per the terms of the contract, however, in view of the
pending financial closure, it could not fulfill other terms and
conditions stipulated under the said agreement. 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, certain process units, auxiliary technical services and
consultancy services related to the project are not fulfilled, the
Company''s liability for payment of Rs. 5,361,960,970 (as on March 31,
2010 : Rs. 5,153,656,980) is not crystallized as at the balance sheet
date and hence has not been recognised in these financial statements.
Further, based on the developments stated in Note 1 above, Management
is confident of achieving the financial closure and fulfilling its
obligation under the said contracts.
- Also, subsequent to March 31, 2011, the Company has successfully
renegotiated one of the contracts (liability for which amounted to Rs.
5,007,216,720 and is included in the note above) for supply of plant
and machinery and certain process units in respect of its refinery
projects whereby the scope of the contract has been amended to exclude
auxiliary technical services and consultancy services besides reduction
in the purchase price for the contract. As per the terms of the
amended contract, the Company was required to make certain payments as
per the agreed payment schedule. The Company is in the process of
negotiating an extension from the supplier for compliance with the
payment terms. The Company has given advances amounting to Rs.
3,355,930,000 to such supplier in terms of the agreement executed by
the Company for the said supply which will not be recoverable if the
necessary extension is not granted by the supplier. Based on the
development stated in Note 1 above, Management is confident of
fulfilling the amended contractual liability.
-The Company has paid advances amounting to Rs.
311,400,048 (as on March 31, 2010 Rs. 8,360,400,558) to the suppliers
and auxiliary service providers. Due to delay in financial closure, the
Company could not fulfill 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- fulfillment of obligations
by the Company. Based on the developments stated in Note 1 above,
Management is confident of achieving financial closure and fulfilling
its obligations under various contracts in the foreseeable future.
3. 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.
4. The expenses incurred during the construction period are classified
as Pre-operative expenses pending allocation and will be apportioned
to the assets on the completion of the project. In respect of such
expenditure, necessary details as per Part II of Schedule VI of the
Companies Act, 1956 have been disclosed under schedule 3(B)(ii).
5. Contingent Liabilities
(Rs.)
2011 2010
Claim against the 5,450,671 2,785,000
company not acknowledged
as debt
6. 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 Schedule 6.
7. Leasehold Land
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. 600,000,000 was
stipulated.
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 at a cost of Rs. 195,092,367. Also, the Company
has incurred Rs. 49,637,110 for civil work carried out on such land.
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.
630,000,000 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 certain conditions.
Since the Company is in the process of achieving financial closure for
the project, it has requested WBIDC for granting an extension of period
for compliance of the aforementioned conditions.
Based on the developments stated in Note 1 above, Management is
confident of achieving the financial closure and obtaining the
necessary extension and accordingly, aforementioned cost of land
development and civil work amounting to Rs. 195,092,367 and Rs.
49,637,110 respectively is included in the cost of leasehold land and
capital work in progress.
8. 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.
9. The Company has taken various residential, office and warehouse
premises under operating lease agreements. These are generally
cancellable and are renewable by mutual consent on mutually agreed
terms.
Rental expenses of Rs. 9,519,867 (previous year Rs. 18,830,947) in
respect of operating lease obligation have been recognised in
Pre-operative expenses pending allocation.
10. 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.
5,437,653 and Rs. 6,001,848 respectively has been derecognised in the
financial statements 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. 218,407 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. 56,165,790 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. 2,389,182 has not been provided for in the financial statements.
11. Related party transactions
a. Name of Related Parties
Nature of Relationship : Name of Related Parties
Key Managerial Personnel : Mr. D. Sundararajan (Managing
Director) from February 05, 2011
Mr.Deep Kumar Rastogi (Executive
Chairman)
Mr. Manabendra Guha Roy (Chief
Executive Officer) upto January
14, 2011
Mr. Ramesh Bhosale (Chief
Financial Officer) upto January
17, 2011
Relatives of key managerial : Mrs.Anuja Bhosale (wife of
personnel Mr.Ramesh Bhosale)
12. Employee Benefits
C. Provident Fund
Contribution made by the Company during the year is Rs. 851,568
(previous year Rs. 1,524,392).
13. Additional information pursuant to the provisions of paragraphs 3,
4C and 4D of Part II of Schedule VI to the Companies Act, 1956.
i) Details of Capacity and Production
In the absence of manufacturing activity in the Company, aforesaid
information is not applicable.
ii) Details of Trading Goods
In the absence of trading activity in the Company, aforesaid
information is not applicable
iii) Expenditure in Foreign Currency
(On cash basis including amounts capitalized during the year)
14. Based on the opinion from an independent eminent lawyer, the
Company would not be liable to pay income tax on foreign exchange gain
amounting to Rs. 284,972 (Previous Year Rs. 69,667,513) being receipt
on capital account. Accordingly, no provision for tax has been made on
the exchange gain.
15. The Company is setting up a refinery project. The indirect
expenditure/income during construction period has been recognised in
Pre-operative expenses pending allocation account, which forms part
of capital work-in-progress. The said account includes foreign
exchange gain of Rs. 972,376,986 (including previous year Rs.
972,092,015), corporate expenses of Rs. 10,301,755 (including previous
year Rs. 7,624,729), interest on statutory dues of Rs. 34,671,568
(including previous year Rs. 91,089,885), FCCB expenses written off of
Rs. 54,053,605 (including previous year Rs. 54,053,605), capital
advance/ balances written (back)/ off of Rs. (2,277,184) (including
previous year Rs. 1,752,775) and leasehold improvements written off of
Rs. 16,368,548 (including previous year Rs. 2,639,418) till March 31,
2011. At the time of allocation of pre-operative expenses to the
respective assets on commissioning of the project, above mentioned
expenses/income shall not be capitalized. The above accounting
treatment is in accordance with the clarification given by the
Department of Companies Affairs (Letter No. 2/17/64-PR, dated
29.01.1964) and accordingly Profit and Loss Account has not been
prepared.
16. Previous year figures have been re-classified/re-grouped, wherever
considered necessary to conform to current year''s classification. |