A. SECURED LOANS
a) Debentures -
During the year the company had issued Optional Convertible Debentures
of Rs. 2,500 millions (Previous Year - Rs. Nil) at a coupon rate of 6%.
Each Debenture will be converted into equity shares of Rs. 10 each at
fixed conversion rate of Rs. 575/- per share at the end of 18 months from
the date of allotment of debentures. In case of non conversion of
debentures the company will have to make the redemption to enable the
subscriber to get yield to maturity of 11.57%.
These debentures were fully subscribed and are secured by 1st Pari
Passu charge over movable fixed assets of the company. These debentures
shall be redeemed after 18 months from the date of allotment out of the
proceeds of sanctioned loan amount of Rs. 2,500 millions from ICICI Bank
Ltd. still to be disbursed.
b) Term Loans / Working Capital Loans -
a. Rupee Term Loan from Union Bank of India of Rs. 455.44 millions
(Previous year Rs. 606.79 millions) is secured by first pari passu charge
on movable fixed assets & further collateral secured by way of pledge
of 1,00,000 shares of the company being part of promoters stake.
b. Foreign Currency Term Loan ICICI Bank Ltd. of Rs.1,592.94 millions
(Previous year - Rs. 1,769.90 millions) is secured by first charge over
respective present and future fixed assets acquired from such loans &
receivables of the contracts for which the loans have been obtained.
c. All other term loans from Financial Institutions / Banks except
above are secured by way of 1st charge on pari passu basis on all
movable & immovable assets of the company (save and except book debts)
machinery, machinery spares, tools and accessories present and future
except on which another bank is having an exclusive first charge for
loan granted to the company.
d. All working capital loans from banks are secured by way of
hypothecation of stocks of consumable stores and spares and book debts
of the company, both present and future and also IInd charge on Plant &
Machinery except on specific plant & machinery of Rs. 20.90 millions
exclusively charged to State Bank of India. Further These Working
Capital Loans are further secured against pledge of 2,759,400 equity
shares of the company (being part of promoters stake) respectively.
e. Secured loans amounting to Rs. 2,292.50 millions respectively are
further secured by way of pledge of 10,270,000 equity shares of the
Company being part of promoters state.
f. All Term loans & Working capital loans are also personally
guaranteed by Shri Prem Singhee, Chairman and Managing Director and
Shri Padam Singhee, Joint Managing Director.
g. Amount repayable (term loans) within one year Rs. 2,432.30 millions
(previous year Rs. 1,768.70 millions).
C. UNSECURED LOANS
Foreign Currency Convertible Bonds (FCCB)
a) The Company has issued 5% Foreign Currency Convertible Bonds (FCCB)
of US $ 1000 each aggregating to US $ 80 million during the year. These
bonds are convertible at the option of the Bond Holders into equity
shares of Rs.10 each fully paid up at the conversion price of Rs. 515.60
per share calculated at a fixed rate of exchange of Rs. 47.08 for US $ 1
prior to the close of the business hours on 07th July 2015.
As on the date of balance sheet FCCB for US $ 80 Million were
outstanding.
Upon conversion of all the bonds into equity shares, the share capital
of the company will increase by 73,04,888 shares.
Unless previously converted, the bonds shall be redeemable on or before
07th July 2015 at 104.22% of their principal amount. The redemption
value of these bonds as on 31st March, 2011 was 100.53%. However in
view of uncertainty, no provision has been made for redemption premium
of Rs.18,805,747/- payable for the period from 16th August 2010 to 31st
March 2011.
b) Pending utilization of the issue proceeds of Foreign Currency
Convertible Bonds (FCCB), an amount of Rs.1,720,499,425/- is lying in
Foreign Currency Current and Deposit Accounts. During the current year
out of issue proceeds Rs.1,049,275,000/- have been utilized for financing
capital expenditure and Rs.572,986,574/- have been utilized for loans to
subsidiary companies for repayment of foreign currency loans availed by
the subsidiary companies.
c) Unsecured loans amounting to Rs.1,010.65 millions are against pledge
of 5,146,000 equity shares of the Company being part of promoters''
stake.
D. Fixed Assets
a) The registration of leasehold Building acquired is in process.
b) Capital work-in-progress includes advances for capital goods and
pre-operative expenditure of Rs. 1,085,707,397/- (previous year Rs.
26,417,847/-).
E. Contingent Liabilities not provided for in respect of
MARCH 2011 MARCH 2010
(Rs.) (Rs.)
1. Amount unpaid on investment in shares: -
- 5,000 Equity Shares of Parasrampuria
Synthetics Ltd. 35,000 35,000
2. Counter Guarantees given in respect
of Guarantees Issued
by the company''s bankers to Oil &
Natural Gas Corpn. Ltd (ONGC)
and Oil India Ltd (OIL) 2,423,805,481 2,542,111,774
(Includes Rs.47.00 crores for
gurantees issued against pledge of
9,02,500 shares of the company
held by directors and a third party).
3. Un -expired letters of credit 316,594,477 251,265,002
4. Corporate Guarantees given to
Financial Institutions/ Banks for
securing financial assistance for
a subsidiary Company &
other Company. 2,557,869,544 2,344,037,361
5. Estimated Value of capital
commitments (Net of advances) 3,147,825,000 313,000,000
6. Sales Tax demands (*) 1,240,768 1,240,768
*To be adjusted against refund granted for Rs.133.86 lacs.
7. Customs Duty 1,250,000 1,250,000
8. Service Tax Demand 549,531,062 549,531,062
9. Premium against Redemption of -
Optional Convertible Debenture (OCD) 18,693,836 --
Foreign Currency Convertible
Bonds (FCCB) 18,805,747 --
7. A sum of Rs.843.72 lakhs was deducted by M/s. Oil India Ltd. In
1998-99 towards liquidated damages and other penalties arbitrarily
against which the Company invoked the arbitration clause as per
contract. An amount of Rs. 76,998/- (previous year Rs. 337,583/-) incurred
during the year for the same, has been debited to Miscellaneous
Expenses. The clause has since been settled at Rs. 491 Lacs. The
difference between the two has been charged as an expense.
9. Fixed Deposits of Rs. 3,495.80 Lakhs (Previous year Rs. 2,670.70 Lakhs)
are under lien in respect of guarantees / Letters of credit issued by
the banks.
10. Loss on insurance claims filed if any are accounted for at the
time of receipt of claims.
11. The payment of Provident Fund Dues amounting to Rs. 7,569,528/- (Rs.
6,560,365/-), ESI amounting Rs. 11,562 /- (Rs. NIL), Tax deducted at Source
amounting to Rs. 115,495,186/- (Rs. 66,099,897/-) Service Tax Rs.
542,986,011/- (Rs. 746,938,289/-), VAT Rs. 24,698,856/- (Rs. 15,537,418/-)
was delayed. These amounts were later deposited with the appropriate
authorities. (Figures mentioned in brackets are of previous year)
12. The company has adopted an approved plan for the payment of
gratuity based on actual valuation carried by Life Insurance
Corporation of India. The liability towards the same has been accounted
for accordingly.
13. Expenses include Rs. 556,678/- (Previous Year Rs. 3,184,471/-)
relating to earlier years.
14. Interest on Finance Charges includes Rs. 28,232,240/- (Previous Year
Rs. 57,988,228/-) paid on account of difference in rates of foreign
currency for hedging of interest on ECB.
15. The previous years figures have been regrouped / rearranged
wherever found necessary. The figures have been rounded off to the
nearest rupee.
16. Travelling and Conveyance Expenses include Rs. 4,099,946/- (Previous
year Rs. 7,358,649/-) incurred for directors travelling.
17. The company has during the year imported machinery worth Rs.
8,00,16,233/- and stores Rs. 630,633,267/- (Previous year Rs.
326,079,752/-) under Essentially Certificate issued by Directorate
General of Hydrocarbon, New Delhi for availing zero duty.
18. The cost in respect of old unusable fixed assets
sold/adjusted/impaired amounting to Rs. 24,066,869/- (Previous Year Rs.
64,364,466/-) has been reduced from the gross block.
20. The company has not received any intimation from ''Suppliers''
regarding their status under the Micro, Small & Medium Enterprises
Development Act, 2006 and hence no disclosure as required by Schedule
VI of the Companies Act, 1956 has been provided.
21. In the opinion of the Board and to the best of their knowledge and
belief, the value on realization of current assets, loans and Advances
in the ordinary course of business would not be less than the amount at
which they are stated in the Balance Sheet.
22. The Ministry of Corporate Affairs, Government of India, vide
General Circular No. 2 and 3 dated 8th February 2011 and 21st February
2011 respectively has granted a general exemption from compliance of
the provisions of section 212 of the Companies Act, 1956, subject to
fulfillment of certain conditions stipulated in the circular. The
Company has satisfied the conditions stipulated in the circulars and
hence is entitled to the exemption. Necessary information relating to
the subsidiaries has been included in the Consolidated Financial
Statements.
23. Balance appearing in Sundry Debtors / Creditors and Loans &
Advances are subject to confirmation. H. RELATED PARTY DISCLOSURE
a) The following is the listing of related parties & the relationship
therewith: Subsidiary
1. Shiv-Vani Oil & Gas Co. LLC, OMAN
2. Oriental Oil & Gas Services Ltd, MAURITIUS
3. Shiv-Vani Oil Services Ltd. INDIA
4. TNG Shiv Geo Services Ltd. INDIA
5. Shiv-Vani Singapore PTE. Ltd. SINGAPORE
6. Natural Oil & Gas Services Ltd. MAURITIUS
7. Shiv-Vani Energy Limited INDIA
b) Relative of Key Management Persons having control or significant
influence over the company by reason of voting power
Name of Key Persons
- Prakash Singhee
- Mayank Singhee |