| (A) Terms / Rights attached to shares
The company has only one class of Equity Shares having face value of
Rs. 10/- per share. Each shareholder is eligible for one vote per
share. The dividend proposed by the board of Directors, if any, is
subject to the approval of shareholders. In the event of liquidation,
the Equity Shareholders are eligible to receive the remaining assets of
the company, after distribution of all preferential amount, in
proportion to their shareholding.
(B) Information regarding issue of shares in the last five years
(a) The Company has not issued any shares without payment received in
cash
(b) The Company has not issued any bonus shares
(c) The Company has not undertaken any buy back of shares
Details of Securities & Terms of repayment to Secured Long Term
borrowings
The Corporate Debt Restructuring Empowered Group (CDR - EG) has
approved CDR package. The CDR related documents have been executed and
security creation stands completed except pledge of 1,832,453 (Previous
Year 3,442,853) equity shares of Promoters holdings.
*** In addition to above, borrowings (CDR lenders only) are further
secured by:
a) Pari Passu Charge on the loans & advances, Investments & any other
unencumbered assets of the Company
b) Pledge of the 9,642,146 (P.Y. 9,604,753) equity shares of the
company comprising of 78,09,693 (P.Y. 61,61,900) equity shares already
pledged to the CDR lenders and 1,832,453 (PY. 3,442,853) unencumbered
shares of the promoters. In addition 3,000,000 (P.Y. 3,000,000) equity
shares of the company are already pledged with Non - CDR lenders.
c) The lenders has right to convert the debt into equity in case of
defaulted amount
d) All the above borrowings are further secured by corproate gurantee
of third parties, being part of promoter group companies & personal
gurantees of promoter directors.
* The figures mentioned in brackets pertain to previous year
Nature of Security and terms of repayment of Long Term Unsecured Loan -
Bonds
a) "During the year ended 31st March 2011, the company has issued
80,000 - 5% Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each
aggregating to US $ 80 million. 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 of specified date.
The claims to FCCB of US$ 84.01 mn is subjudice before Hon'ble High
Court of Delhi.
Upon conversion of all the bonds into equity shares, the Share Capital
of the company will increase by 73,04,888 Shares subject to adjusments
upon occurrence of certain events.
Unless previously converted, the Bonds shall be redeemable on specified
date at 104.22% of their principal amount. The redemption value of
these Bonds as on 31st March, 2015 was 103.94% (Previous year -
103.01%)"
b) Pending utilization of the issue proceeds of Foreign Currency
Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year
Rs. 0.72 Crores) is lying in Foreign Currency Current and Deposit
Accounts. During the current & previous year no amount, out of issue
proceeds, have been utilized for financing capital expenditure or for
Loans to Subsidiary Companies for repayment of foreign currency loans
availed by them.
c) On account of non payment of interest on Foreign Currency
Convertible Bonds, a winding up petition u/s. 434 of The Companies Act,
1956 was filed against the company by the Trustee i.e. Citi Corp
International Ltd. on behalf of some of the bond holders before The
Hon'ble High Court of Delhi by applying the accelerated clause of the
offer document. The said petition is being heard from time to time by
The Hon'ble High Court of Delhi. The trustee has also filed a recovery
case against the company before The Queens's Court, London for recovery
of USD 84.01 Million towards the accelerated amount of the bonds &
interest thereon. The Queens's Court passed the judgment against the
company and the trustee thereafter filed a petition before the Hon'ble
Delhi High Court seeking execution of Judgment passed by the Queens's
Court, London. The company is contesting the said Execution Petition as
the same is not enforceable under the Indian Laws and on other grounds.
Disclosure of Securities :
Working capital loans from banks are secured by way of first pari passu
charges on current assets of the company & further secured by way of
second pari passu charge on fixed assets of the company excluding
assets exclusively charged. In addition to above, the borrowings are
further secured by :
a) Pari Passu Charge on the loans & advances, Investments & any other
unencumbered assets of the Company
b) Pledge of 9,642,106 (PY. 9,604,753) equitey shares of the company
comprising of 7,809,693 ( PY. 6,161,900) equity shares already pledge
to the CDR lenders and 1,832,453 (PY. 3,442,853) unencumbered shares of
the promoters. In addition 3,000,000 (PY. 3,000,000) equity shares of
the company are already pledged with Non-CDR lenders.
c) The lenders had right to convert the debt into equity in case of
defaulted amount
d) All the above borrowings are further secured by corproate gurantee
of third parties, being part of promoter group companies & personal
gurantees of promoter directors.
2. Going Concern : Losses for the current year has resulted in
complete erosion in net worth of the Company. However, the financial
statements have been prepared on a going concern basis on the strength
of continued support of the promoters, bankers / other lenders. The
scheme of restructuring of Company's debts with its bankers approved
under Corporate Debt Restructuring Cell (CDR) mechanism in its meeting
held on 24/01/2014 as per LOA dated 28/02/2014 has been implemented
after complying all the conditions stipulated therein. The management,
considering the future plans for operations and support of the
promoters, lenders, business associates and workmen, is hopeful of
improved profitability in subsequent years leading to improvement in
its financial position.
3. In view of refusal to accept interest by the trustee of the FCCB
Bond Holders during the course of the proceedings before the Hon'ble
Delhi High Court, the company has not provided interest amounting to
Rs. 250,363,200/- for the year on such FCCB Bonds. In addition to this
the company has also written back the Interest amounting to Rs.
239,999,000/- for the year 2013-14 on such FCCB Bonds and has treated
the same as Income in the accounts for the current year.
The company had taken certain rigs on lease basis and had been paying
lease rental thereon and accordingly provided in regular course amount
Rs. 392,522,555/- as lease rental in its books of accounts for the year
2013-14. However, in view of the disputes arose on account of poor
performance of the rigs, the company contested the lease
rental so payable. On settlement of the same, the company agreed to pay
only 20% of the contracted lease rental on such rigs till the same are
not put in order completely Accordingly the amount of Rs.314,018,044/-
has been written back and treated as an Income in its accounts for the
year 2014-15.
Had the company charged full interest on FCCB, interest would have been
higher by Rs 250,363,200/.Consequently the loss for the year 2014-15
would have been higher by Rs 250,363,200/ .
4. Contingent Liabilities not provided for in respect of
As at 31st March
2015 2014
(rs ) (rs )
1 Amount unpaid on Investment in Shares: 35,000 35,000
- 5,0000 Equity Shares of Parasrampuria
Synthetics Ltd.
2 Counter Guarantees given in respect of
Guarantess Issued 1,643,781,960 2,613,500,000
by the Company's bankers to Oil &
Natural Gas Corpn. Ltd (ONGC) and Oil
India Ltd (OIL) & Other Parties
3 Corporate Gurantess given to Financial
Institutions / Banks 5,323,290,938 5,552,060,022
for securing financial assistance
4 Estimated Value of Capital Commitments
(Net of advances) 533,273,616 511,802,024
5 Disputed claims/levies (excluding
interest if any) in respect of:
a. Sales Tax demands (*) 1,240,768 1,240,768
* To be adjusted against refund granted
for Rs.1.34 Crores
b. Custom Duty 1,250,000 1,250,000
c. Service Tax Demand 797,450,635 797,450,635
d. Income Tax 338,567,479 338,567,479
e. Cases Pending in Court 120,640,330 24,403,782
f. Interest & Overdue Interest on FCCB 531,555,633 8,834,671
6 Interest on loan 177,248,388 99,851,065
7 Premium on Redemption of FCCB Bond 52,356,275 NIL
5 Information pursuant to clause 32 of the listing agreement with
Stock Exchanges
Details of Loans & advances in the nature of interest free loans to
wholly owned subsidary companies with no specified payment schedules
6 Related party Disclosure
The following is the list of related parties and the relationship
therewith Subsidaries
Shiv Vani Oil & Gas Co. LLC, Oman Oriental Oil & Gas Services Ltd.,
Mauritius Natural Oil & Gas Services Ltd., Mauritius Shiv Vani
Singapore Pte Ltd., Singapore Global Exploration Pte Ltd., Singapore
Shiv Vani Energy Ltd., India Shiv Vani Oil Services Ltd., India Shiv
Vani Infra Limited, India TNG Shiv Geo Services Ltd., India
Companies in which Directors or their relative had interest
Kamakhya Infrastructure Pvt. Ltd.
Shri Vinayaka Agrotech Pvt. Ltd.
Showlin Network Marketing Concept Pvt Ltd Chetan Arc Electrodes Private
Limited Sivam India Pvt Ltd
Thrive Housing and Constructions Pvt Ltd Dharti Oil Services Pvt Ltd
Mukesh Gupta Securities Pvt Ltd Suvidha Maintenance Services Pvt Ltd
Syntel Infosystem (Nagpur) Pvt Ltd Amit Lubricants Pvt Ltd Eco Bags Pvt
Ltd
Pradeep Downhole Equipemnts Pvt Ltd
Key Management Personnel & Relative or entity in which KMP or relative
is interested Prem Singhee (Chairman and Managing Director)
Padam Singhee(Joint Managing Director) (Brother of Prem Singhee &
Prakash Singhee)
Prakash Singhee (Brother of CMD & JMD)
Mayank Singhee(Vice President of the company and Son of CMD)
Chimanlal Singhee (Father of Prem Singhee,Padam Singhee and Prakash
Singhee)
Gayatridevi Singhee (Mother of Prem Singhee,Padam Singhee and Prakash
Singhee)
Madhuri Singhee (Spouse of Prem Singhee)
Vandana Singhee (Spouse of Padam Singhee)
Rajan Gupta (Chief Finance Officer of the Company) (upto 31-12-2014)
Anil Kumar Saxena (Chief Financial Officer of the Company) (from
18-11-2014)
Neeru Gupta(Spouse of Rajan Gupta)
Vimal Chadha( Company Secretary of the Company)
Auyshman Consultant Pvt Ltd (Relatives of one of Key Management Person
are interested parties)
7. Others
a) Loss on insurance claims filed ,if any, are accounted for at the
time of receipt of claims.
b) 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.
c) The registration of leasehold building acquired is in process.
f) The Company has during the year imported stores & spares Rs. NIL
(Previous year Rs. 1,21,05,994/-) under Essentially Certificates issued
by Directorate General of Hydrocarbon, New Delhi for availing zero
duty.
g) The cost in respect of old unusable fixed assets impaired amounting
to Rs. NIL (Previous Year Rs. 191,983,542/-) has been reduced from the
gross block.
h) 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
III of the Companies Act, 2013 has been provided.
i) There are no amounts due and outstanding to be credited to
Investor's Education and Protection Fund.
j) 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.
k) Balance appearing in Sundry Debtors / Creditors and Loans & Advances
are subject to confirmation.
l) Figures of the previous year are regrouped and reclassified wherever
necessary to correspond with the figures of the current year.
**Since the earnings / (loss) per share computation based on diluted
weighted average number of shares is anti- dilutive, the basic and
diluted earnings / (loss) per share is the same.
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