(Rs. in Crore)
Year ended Year ended
March 31, 2011 March 31, 2010
1. Contingent liabilities
a) Income tax/sales tax/VAT and other
demands of various years against
which appeals have 33.93 37.91
been fled by department/company
b) Claims against the Company not
acknowledged as debts:
(i) In respect of custom duty/excise duty 67.74 34.48
(ii) In respect of encashment of
performance guarantee 7.98 7.98
(iii) Others 249.14 128.17
The above includes counter claims on the
Company in certain arbitration matters
Rs.100.67 crore (Previous year Rs.99.05
crore), stamp duty on import of
crude Rs.126.47 crore (Previous year Rs.Nil),
bank charges Rs.Nil (Previous year
Rs.7.47 crore), demand of road tax on
certain heavy equipment Rs.10.56
crore (Previous year Rs.10.51 crore),
Gujarat entry tax Rs.5.38
crore (Previous year Rs.5.38
crore), litigation for additional
compensation in land acquisition
matter Rs.1.96 crore (Previous
year Rs.1.96 crore), other miscellaneous
claims of Rs.4.10 crore (Previous
year Rs.3.80 crore)
c) Interest not payable, if certain
funded interest facilities are
prepaid {Refer note B (11) (a) of 574.91 417.47
schedule XVI}
d) In respect of custom duty/FEMA matter,
where the department has gone in appeal 79.21 76.90
e) Deferred sales tax/VAT liability
assigned {Refer note B (16) of
schedule XVI} 4,801.93 2,990.52
f) Guarantees given by the Company
on behalf of others 277.49 498.57
The claims by parties in respect of
which the management has been legally
advised that the same are frivolous
and not tenable, have not been
considered as contingent liabilities as
the possibility of an outfow of resources
embodying economic benefits is highly remote.
2. The Company is in the process of increasing the existing capacity
of the Refnery from 10.50 MMTPA to 20 MMTPA and the expenditure
incurred for this purpose is accounted as a part of capital
work-in-progress which includes advances on capital account and
expenditure during construction
3. a) The Master Restructuring Agreement (MRA) dated December 17,
2004 entered pursuant to Corporate Debt Restructuring Scheme, gives an
option, subject to the consent of its lenders, to the Company to prepay
certain funded interest loans of Rs.2,471.63 crore (Previous year
Rs.2,467.81 crore) arising from funding of interest for the period
October 1, 1998 to December 29, 2003, at any point in time during their
term at a reduced amount computed in accordance with the mechanism
provided in the MRA or in full by one bullet payment in March, 2026.
Similarly, Rs.206.88 crore (Previous year Rs.206.88 crore) due to a lender
is payable by a single bullet payment in 2031 with an option to prepay
this amount as per the agreed terms at a reduced rate at any point of
time during its term (Refer schedule III).
In order to give accounting effect to refect the substance of the above
transactions and considering the option available to prepay the funded
interest loans and in the absence of specifc guidance available under
the accounting standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956, the principles laid down in International
Financial Reporting Standard (IAS 39) (Revised) Financial Instruments –
Recognition and Measurement, Statement of Financial Accounting Standard
(SFAS 15) Accounting by Debtors and Creditors for Troubled Debt
Restructuring under United States Generally Accepted Accounting
Principles (US-GAAP) and Accounting Standard (AS 30) Financial
Instruments – Recognition and Measurement issued by the Institute of
Chartered Accountants of India, have been followed.
In view of the above, an amount of Rs.2,088.06 crore (Previous year
Rs.2,140.56 crore) shown under secured loans (Refer schedule III) being
the amount not payable as at balance sheet date, has been shown as
deduction from the funded interest facilities of the fnancial
institutions and the banks to refect in substance the present
obligation under the mechanism on the balance sheet date, with
consequential deduction from Expenditure during construction till
date of capitalisation of the Refnery Project. The changes in the
present obligation of the said loans subsequent to capitalisation of
the Refnery Project till the date of balance sheet is treated as fnance
cost in the statement of proft and loss (Refer schedule XV).
In case the Company is unable to prepay the funded interest loans
repayable in 2026 by 2012, the Company will be liable to pay interest
as per MRA on the said loans w.e.f. April 24, 2007. Accordingly, the
same is considered as a contingent liability (Refer note B(2)(c) of
Schedule XVI).
b) (i) Secured redeemable non – convertible debentures (NCDs) of
Rs.105/- each consists of:
16,918,250 (Previous year 16,918,250) – 12.50% NCDs amounting to
Rs.177.64 crore (Previous year Rs.177.64 crore) with repayment starting
from January 24, 2015;
(ii) 700,000 – 12.50 per cent secured redeemable NCDs, of Rs.100 each on
private placement basis are partly paid up at Rs.93.86 per debenture
amounting to Rs.6.57 crore (Previous year Rs.6.57 crore), with repayment
starting from January 24, 2015.
The Hon''ble High Court of Gujarat has, in response to the Company''s
petition, ruled vide its orders dated August 04, 2006 and August 11,
2006 that the interest on certain categories of debentures should be
accounted on cash basis. In accordance with the said petition/order,
funded/accrued interest liabilities amounting to Rs.355.95 crore
(Previous year Rs.340.34 crore) as at March 31, 2011 have not been
accounted for. Out of the above, funded interest liabilities of Rs.219.93
crore (Previous year Rs.219.93 crore) are payable in March, 2026 and
April, 2027 and balance on various dates ranging between April, 2010 to
April, 2026.
4. The Company had fled an insurance claim with respect to the losses
caused due to the damages to the Refnery project by a cyclone in the
year 1998. The claim was disputed by the insurer and it has since been
agreed by the insurer and the Company to settle the claim by
arbitration. Pending the outcome of arbitration, the claim amount of
Rs.3,020.22 crore is not recognised in the books of account.
5. The Company issued Foreign Currency Convertible Bonds (FCCB) on
June 15, 2010 and July 9, 2010 amounting to US5 million and US7
million due on June 15, 2028 and Sep 30, 2028 respectively to Essar
Energy Holdings Ltd., a promoter Company. The Bonds will not bear any
interest from the issue date up to and including December 31, 2015 and
subject to certain conditions, the bonds will bear interest of 5 per
cent per annum on the outstanding principal amount of the bonds from
(and including) January 1, 2016 payable semi-annually in arrears on
July 1 and January 1 in each year.
The bonds of US5 million issued on June 15, 2010 are convertible at
any time on and after June 15, 2011 or from the date the shares of the
Company cease to be listed, whichever is earlier, into fully paid
equity shares of Rs.10 each at a conversion price of Rs.138 per share or
global depositary shares each representing 153 equity shares subject to
adjustments in terms of the Trust Deed dated June 15, 2010, with a fxed
rate of exchange on conversion of Rs.46.60 to US.00.
The bonds of US7 million issued on July 9, 2010 are convertible at
any time on and after July 9, 2011 or from the date the shares of the
Company cease to be listed, whichever is earlier, into fully paid
equity shares of Rs.10 each at a conversion price of Rs.153 per share or
global depositary shares each representing 153 equity shares subject to
adjustment in terms of the Trust Deed dated July 9, 2010, with a fxed
rate of exchange on conversion of Rs.46.85 to US.00.
As the bonds are convertible into global depositary shares at the
option of the bondholder, debenture redemption reserve under section
117 (C) of the Companies Act, 1956 is not created.
6. Pursuant to the adoption by the Company of the notifcation under
the Companies (Accounting Standards) Amendment Rules 2006, issued on
March 31, 2009 and exercise of the option prescribed therein, the
Company has de-capitalized cost of fxed assets to the extent of gain on
exchange differences amounting to Rs.1.47 crore (Previous year gain de-
capitalized Rs.69.15 crore). On account of this, the proft for the year
is lower by Rs.1.47 crore (Previous year proft lower by Rs.69.15 crore),
with a corresponding impact on fxed assets which is lower by Rs.1.47
crore (Previous year lower by Rs.69.15 crore).
7. As at balance sheet date, out of the unutilized balance of
proceeds from issue of global depository shares amounting to Rs.19.29
crore (Previous year Rs.60.29 crore from advance towards issue of global
depository shares proceeds), Rs.19.29 crore (Previous year Rs.60.00 crore)
is lying in bank/bank deposit accounts and Rs.Nil (Previous year Rs.0.29
crore) is lying in bank current accounts.
8. With respect to the Hon''ble High Court of Gujarat order dated
April 22, 2008 directing the State Government to consider the Company''s
application for granting benefits of deferment of sales tax/value added
tax under the Capital Investment Incentive Premier/Prestigious Units
Scheme 1995-2000, the Special Leave Petition fled by the State
Government in the Hon''ble Supreme Court, challenging the order of the
Hon''ble High Court, is yet to be decided. During the year, the Company
has deferred payment of sales tax/VAT liability Rs.1,811.41 crore
(Previous year Rs.1,474.05 crore) and has defeased the same to a related
party at its present value amounting to Rs.591.48 crore (Previous year
Rs.441.21 crore). Sales tax/VAT amounting to Rs.917.12 crore (Previous year
Rs.813.87 crore) shown as deduction from Turnover (net) in the
statement of proft and loss includes the defeased value of sales
tax/VAT liability of Rs.591.48 crore (Previous year Rs.441.21 crore) as per
the defeasance agreement pursuant to which the assignee has undertaken
to discharge the sales tax/VAT liability on the due dates.
9. Other receivables include Rs.146.49 crore (Previous year Rs.93.38
crore) due from government companies/agencies in respect of the
Company''s erstwhile oil drilling and offshore construction activities
for which the Company received favorable awards in arbitration
proceedings. The awards have since been challenged by the parties.
Pending outcome of the litigations, the debts are considered as
recoverable based on the arbitration awards and assessment of the
management.
b) General description of the leasing arrangements:
– Lease Assets – Residential township, Transit accommodation and supply
depot.
– Future lease rental payments are determined on the basis of
quarterly/monthly lease payments as provided in the agreements.
– At the expiry of the lease term, the Company has an option to extend
the lease on mutual terms and conditions. In case of the supply depot,
the ownership gets transferred to the Company at the end of the lease
term.
– Assets are taken on lease over a period of 10 to 20 years.
c) The above disclosures pertain to lease arrangements where leases
have commenced upon assets becoming ready to use.
10. The pilot project for coal bed methane gas was partially fnanced
by a conditional grant of US{FILE_CONTENT}.89 million (Previous year US{FILE_CONTENT}.89
million) and Rs.2.31 crore (Previous year Rs.2.31 crore) received from a
bank.
The conditional grant, in terms of the agreement, will be repayable in
the event the Company puts the project to commercial use, and
repayments to the bank will be based on gross annual sales derived from
the commercial exploitation of the project, subject to a maximum
repayment of 200 per cent of the conditional grant. Commercial
exploitation of the project is dependent upon getting necessary
approvals from the Government of India.
11. a) As per the Company''s policy of Full Cost method of accounting
prescribed by the Guidance Note in Accounting for Oil and Gas
Producing Activities issued by the Institute of Chartered Accountants
of India, the Company has identifed the following 2 Cost Pools:
(i) India CBM (Coal Bed Methane) Pool:
a) Mehsana Pilot Project held outside Pool
b) RG (East) 2001/1 Block – Commercial Production not yet started and
held outside Pool
c) RM-(E)-CBM-2008/IV (Rajmahal, Jharkhand, India) - in exploration
phase, held outside pool
d) TL-CBM-2008/IV (Talcher, Orissa, India)- in exploration phase, held
outside pool
e) IB-CBM-2008/IV (IB Valley, Orissa, India)- in exploration phase,
held outside pool
f) SP(NE)-CBM-2008/4 (Sohagpur, Madhya Pradesh, India)- in exploration
phase, held outside pool
(ii) India Oil & Gas Pool:
(1) Block CB-ON/3 - existence of commercial reserves established in ESU
feld, held inside Pool
(2) Ratna & R-Series - discovered oilfeld but contract not executed and
hence held outside Pool
(3) AA-ONN-2004/3 - In exploration phase, held outside pool
(4) AA-ONN-2004/5 - In exploration phase, held outside pool
On commencement of commercial production from ESU feld forming part of
CB-ON/3 block, the Pool has been transferred to Producing Properties.
Depletion on Producing Properties is being charged on a Unit of
Production basis.
12. The Company had earlier decided to assign 90% of Participating
Interest in block RG (East)-2001/1 to Essar Exploration & Production
Ltd. (EEPL). For this purpose, EEPL had paid Rs.89.80 crore (US
million) to the Company up to March 31, 2010. Meanwhile, the Company
decided not to pursue the assignment further and accordingly wrote to
the Government of India on February 24, 2010 withdrawing the
application for approval of assignment. Accordingly, the entire amount
was refunded to EEPL on April 22, 2010.
13. a) During the year, the Company transferred Rs.Nil (Previous year
Rs.0.45 crore) from foreign project reserve created up to 2003- 04
(Previous year 2003-04) to statement of proft and loss upon fulfllment
of conditions prescribed u/s 80HHB of the Income Tax Act, 1961.
b) Rs.60.33 crore (Previous year Rs.29.46 crore) has been appropriated
towards debenture redemption reserve under Section 117 (C) of the
Companies Act, 1956.
14. Turnover (gross) includes sale of goods net of trade discount, duty
draw back income, recoverable sales tax/Value added tax (VAT) from
customers, hedging loss/gain on product/cracks and excise duty.
15. Interest - others includes interest on arbitration award Rs.25.73
crore (Previous year Rs.3.10 crore), on currency swap Rs.11.20 crore
(Previous year Rs.Nil), from customers Rs.2.88 crore (Previous year Rs.4.90
crore) and on income tax refund Rs.1.70 crore (Previous year Rs.1.21
crore).
16. Professional fees include fees to auditors for audit Rs.1.00 crore
(Previous year Rs.1.00 crore), and IFRS audit Rs.0.75 crore including Rs.0.05
crore for earlier years (Previous year Rs.2.02 crore including Rs.1.23
crore for earlier years), certifcation and other work Rs.0.45 crore
(Previous year Rs.0.54 crore) and out of pocket expenses Rs.0.12 crore
(Previous year Rs.0.10 crore).
b) Defned contribution plans:
Company''s contribution to superannuation fund aggregating to Rs.0.68
crore (Previous year Rs.0.68 crore) are recognised in the state- ment of
proft and loss/expenditure during construction, as applicable. There is
no obligation other than the contribution payable to the respective
trusts.
Notes:
1) Names of related parties and description of relationship:
Holding Companies Essar Global Limited - Caymen (Ultimate Holding
Company)
Essar Energy Plc - U.K. (Holding Company of Vadinar Oil - Mauritius)
Vadinar Oil - Mauritius (Holding Company) Associate Vadinar Power
Company Limited (VPCL)
Key management personnel Shri Naresh Nayyar, Managing Director
Shri P Sampath (Director Finance Upto October 18, 2010)
Individuals having signifcant infuence on the Company (Promoters)
Shri S. N. Ruia, Chairman
Shri P. S. Ruia, Director
Shri A. S. Ruia, Director
Fellow Subsidiaries
Aegis Limited (Merger of Essar Engineering Services Limited, Aegis BPO
Services (GURGAON) Limited with Aegis Limited) (AEGIS), Aegis Aspire
Consultancy Services Limited (AACSL), Bhandar Power Limited (BPOL),
Essar Bulk Terminal Limited (EBTL), Essar Bulk Terminal (Salaya)
Limited (EBTSL), Essar Electrical Power Development Corporation Limited
(EEPDCL), Essar Energy Overseas Limited (EEOL), Essar Exploration &
Production India Limited (EEXPIL), Essar Exploration & Production
Limited (EEXPL), Essar Exploration & Production Southeast Asia Limited
(EEXPSEAL), Essar Energy Holdings Limited - Mauritius (EEHL), Essar
Gujarat Petrochemicals Limited (EGPL), Essar Logistics Limited (ELL),
Essar Offshore Subsea Limited (EOSL), Essar Oilfeld Services India
Limited (EOFSIL), Essar Oilfeld Services Limited (EOFSL), Essar Oil UK
Limited (EOLUK), Essar Power Gujarat Limited (EPGL), Essar Projects
(India) Limited (EPIL), Essar Project Management Consultants Limited
(EPMCL), Essar Power Limited (EPOL), Essar Steel Limited (Merger of
Essar Steel Orissa Limited, Essar Steel Hazira Limited, Hazira Pipe
Mills Limited and Hazira Plates Limited w.e.f April 1, 2009) (ESTL),
Essar SEZ Hazira Limited (ESHL-SEZ), Essar Shipping & Logistics Limited
(ESLL), Essar Shipping Ports & Logistics Limited (ESL), Vadinar Oil
Terminal Limited (VOTL), Vadinar Ports and Terminals Limited (VPTL).
Companies in which promoters have signifcant infuence / control:
Arkay Holdings Limited (ARKAYHPL), Asia Motor Works Limited (AMW)
(Related Party upto March 31, 2010), Essar Agrotech Limited (EATL),
Essar Energy Services Limited (EESL), Essar Heavy Engineering Services
Limited (EHESL), Essar House Limited (EHL), Essar Investments Limited
(EIL), Essar Information Technology Limited (EITL), Essar
Infrastructure Services Limited (EISL), Essar Properties Limited (EPL),
Essar Steel (Jharkhand) Limited (ESTLR), Futura Travels Limited
(FUTURA), Ibrox Estates Private Limited (HILLPL), India Securities
Limited (ISL), Kanak Communications Limited (KANAKCL), Kartik Estates
Private Limited (KEPL), Neelkamal Traders Private Limited (NEELKAMAL),
New Ambi Trading & Investments Private Limited (NEWAMBITPL), Paprika
Media Limited, Sinter-Keramos & Composites Private Limited (SKCPL), The
Mobile Stores Limited (TMSL), Teletech Investments (India) Ltd (TIL)
(Related party upto March 31, 2010), Vadinar Properties Limited (VPL).
2) Names of related parties, where the transaction during the year with
single party is 10 per cent or more, are disclosed under each nature of
transaction.
3) Previous year''s fgures have been shown in brackets.
17 During the year, the Company incurred a loss (net) of Rs.289.90 crore
(Previous year loss (net) Rs.180.12 crore) on commodity hedging
transactions. The loss (net) of Rs.70.27 crore (Previous year loss (net)
Rs.242.14 crore) on the instruments for hedge of risk of movement in
prices of crude oil has been added to consumption of raw material in
the statement of proft and loss. The loss (net) of Rs.219.63 crore
(Previous year gain (net) Rs.62.02 crore) on the instruments for hedge of
risk of movement in prices of fnished goods and margins have been added
to/netted off from Turnover (Gross) in the statement of proft and loss.
18 Miscellaneous income during the year includes an amount of Rs.27.39
crore receivable against an arbitration award declared in favor of the
Company (Previous year Rs.41.48 crore arising out of settlement of a
foreign currency loan).
19 Figures of previous year have been regrouped/rearranged, wherever
necessary, to conform to those of the current year.
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