c) 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 Depositary 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 the Board.
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, 2016, 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.
d) * The Securities and Exchange Board of India has issued an Order dated October 23, 2013 against the Company, which mainly states that:
- Cals shall not issue equity shares or any other instrument convertible into equity shares or any other security, for a period of ten years.
- Vide the Interim Order dated September 21, 2011 (later confirmed through the Confirmatory Order on December 30, 2011), Cals was 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 context, Cals has already undergone the prohibition imposed vide the Interim Order for a period of approximately two years. In view of this factual situation, it is clarified that the prohibition already undergone by Cals pursuant to the aforementioned SEBI Order shall be reduced while computing the period in respect of the prohibition imposed vide this order.
C. Provident fund
Contribution made by the Company during the year is Rs.0.19 million (Previous year Rs.0.40 million).
1 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.
2 The Company has not received confirmation from its vendors to confirm their status under Micro, Small and Medium Enterprises Development Act (MSMED), 2006. Based on this, we are not able to comment on amounts due to any micro or small enterprise under the MSMED Act, 2006.
3 Balances of Trade Payables and Loans are subject to confirmation.
4 Deferred tax Asset has not been recognized considering the principle of virtual certainty as per Accounting Standard -22 'Accounting for Taxes on Income'.
5 Project Status
a The Company had plans to set up crude oil refinery in Haldia, West Bengal. Ministry of Forest and Environment (MOEF) has accorded Environmental Clearance for 5 MMTPA refinery project. The Haldia Development Authority (HDA) / West Bengal Industrial Development Corporation (WBIDC) had allotted land in Haldia. The Government of West Bengal extended various concessions which included VAT incentives equivalent to the investment in Plant & Machinery. The Company raised Equity for US$ 200 million in Dec’07 by issuing Global Depositary Receipts (GDR) for part funding the project. The proceeds of the GDR issue were fully utilized to pay capital advances related to purchase of equipment of two used oil refineries and other corporate expenses incurred during construction period. The Company entered into contracts for relocation of one refinery from Ingolstadt, Germany and had also paid advances for such equipments. However, the Company could not achieve financial closure and thus was unable to fulfill the terms of the said contract, resulting in cancellation of the contract and forfeiture of the advances paid.
The Company had, on March 15, 2011, entered into an Asset Purchase Agreement with Tagore Investments SA (Tagore) (an affiliate of Hardt group) for the CENCO Petroleum Refinery at a cost of US$ 275 million. As per the said agreement, the cost of such equipments was to be settled by the Company by issue of Equity in the form of GDR to the extent of US$ 175 million to Tagore and balance US$ 100 million in cash on achievement of financial closure.
The Company had also contracted for another set of Refinery equipments from another affiliate of Hardt group namely Amber Energy SA (Amber) at a cost of US$ 142 million which was to be paid by issue of GDR of US$ 142 million to Amber.
Simultaneously, the Company had entered in to a 'Deed of Novation’ with an affiliate of Hardt Group for assuming the contractual obligations envisaged on the supplier under an erstwhile agreement of plant & machinery for which an advance of Rs.4,583.44 million had been paid.
Hardt Group had agreed to become a strategic investor in the Company and assist it in implementing the refinery project. Abboro Limited (affiliate of Hardt Group) had brought in Rs.136.52 million as equity during March’11 to March’12 (out of which 120.76 million already allotted & the balance 15.76 million to be allotted as equity shares) to meet funding requirement for working capital and project activities.
After signing the agreements with Hardt Group for purchase of refinery equipment and with the set of refining equipment for which the Company had already contracted and paid advances, the Company revised the capacity of refinery envisaged in Haldia to 10 MMTPA from 5 MMTPA. It filed an application to Ministry of Environment to enhance the approval for putting up 200,000 bpd equivalent to 10 MMTPA capacity refineries. However, the Ministry vide its letter dt. Sept 20, 2011 declined the request as Haldia has been notified as a critically polluted area and no new capacity or expansion can be permitted till it is de-notified. Meanwhile, the Company lost the Bayernoil equipment as it couldn’t fulfill its contractual commitments.
The Company’s proposal for issue of such GDRs to Tagore and Amber, aggregating US$ 317 million was approved by the Foreign Investment Promotion Board (FIPB) in their meeting 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). However, prior to receipt of the CCEA approval, SEBI Vide Interim Order in Sep’11 had issued directions to the Company not to issue equity or any other instruments convertible into equity or alter capital structure in any manner till further directions. The SEBI has issued a final order dated 23rd October, 2013 against the Company which mainly states that the Company will not issue equity shares or any other instruments convertible into equity shares or any other security, for a period of ten years.
The Company has already undergone the prohibition imposed vide the Interim Order for a period of approximately two years before the final order and around 3 years from the date of final order.
The Company’s various efforts to restart the project also failed due to the embargo on issue of new equity by SEBI. Hardt Group has also stopped infusing further funds. The contracts entered with Hardt group have expired. However, the Company has filed an application to the Hon’ble Securities and Appellate Tribunal (SAT), against the abovementioned order of the SEBI, which process is undergoing. b 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 million was stipulated, which could not be paid by the Company pending financial closure for the refinery project. Subsequently, the Company entered into a tripartite agreement dated March 19, 2010 along with HDA and West Bengal Industrial Development Corporation Limited (WBIDC). The Company was given permissive possession of the land for a period of six months from the date of the agreement with a condition that the land shall be sub-leased in favour of the Company at the end of six months, subject to compliance with certain conditions. Since the Company could not comply with these conditions, it had requested additional time from WBIDC for the same.
WBIDC, while granting such extension, stipulated additional conditions relating to tie up of equity and achievement of financial closure for the project. The Company was not in a position to comply with these conditions as the SEBI order was subsisting and informed WBIDC accordingly requesting further extension. However, WBIDC had not acceded to the Company’s request and had withdrawn the permissive possession of land.
In the absence of any development in the project and withdrawal of the permissive possession of land,
i. Cost of leasehold land Rs.990.71 million (including cost of land development Rs.196.91 million) and civil work of factory building (included in capital work in progress) Rs.49.64 million were written off in the previous year 2014-15.
ii. Expenses incurred on the project which are 'Preoperative Expenses Pending Allocation’ Rs.432.51 million, 'Consultancy Fees’ Rs.65.62 million shown under 'Capital Work in Progress’ and 'Capital Advances’ Rs.4,723.59 million shown under 'Loan and Advances’ were also written off in the previous year 2014-15.
It is pertinent to note here that the resources including the Capital raised through GDR issue etc. have been fully utilized to pay capital advances related to purchase of equipment of Refineries and other corporate expenses incurred during the construction period. At this moment the Company has no operational project and hence no operational revenues accrues to the Company. The Company has been funding its day to day operations and statutory requirements through the funding received by way of unsecured loans from one of the related parties. It has now become difficult to continue receiving funding support from any other sources including by way of unsecured loans. In view of the complex statutory requirements and financial position of the Company, no lender other than the related party, is ready to lend money to the Company.
The Company’s ability to raise funds has been restricted due to the adverse order of SEBI as explained above. In view of the current scenario the project contemplated is difficult to be made viable at least until significant funding is possible to this effect. c The ability of the Company to continue as a going concern is significantly dependent on getting a favourable order from SAT and the management is confident for such favourable order. The promoter is committed to provide necessary funds to meet the Company’s liabilities arising in the foreseeable future. These financial statements have been prepared on a going concern basis and do not include the adjustments that would result if the Company is unable to continue as a going concern.
6 Previous year figures have been re-classified/ re-grouped, wherever considered necessary to conform to current year’s classification.
|