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Notes to Accounts of SVOGL Oil Gas and Energy Ltd.

Mar 31, 2015

(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.


Mar 31, 2014

1. Share Capital

(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) 4,29,000 (Previous Year - 4,29,000) Equity shares of Rs. 10/- each are held by M/s. Shiv Vani Oil Services Limited (a wholly owned subsidiary company). This forms part of promoters holding.

(c) 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

2. Nature of Securities of Long Term Secured Loans

a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.

b) Pledge of the 96,04,753 Equity shares of company comprising of 61,61,900 Equity shares already pledged to the CDR lenders and 34,42,853 unencumbered shares of the promoters. In addition 30,00,000 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 corporate guarantee of third parties, being part of promoter group companies & personal gurantees of promoter directors.

3. 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 on 17th August 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 subject to adjusments upon occurrence of certain events.

Unless previously converted, the Bonds shall be redeemable on or before 17th August 2015 at 104.22% of their principal amount. The redemption value of these Bonds as on 31st March, 2014 was 103.01% (Previous year - 102.13%)

b) Pending utilization of the issue proceeds of Foreign Currency Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year Rs. 0.65 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) However, on account of non payment of interest on Foreign Currency Convertible Bonds, a winding up petition u/s. 434 of The Companies Act, 1956 has been filed against the company by the Trustee i.e. Citi Corp on behalf of 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 by the The Hon''ble High Court of Delhi. In the mean time the trustee also filed a recovery case against the company for USD 84.01 Million towards the accelerated amount of the bonds & interest thereon with The Queens''s Court, London. The Court has passed the judgment against the company. Accordingly the trustee has filed a petition in Hon''ble Delhi High Court seeking execution of Judgment passed by London Court. The Company is contesting the winding up petition and execution petition.

4. Short term borrowings

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 the 96,04,753 Equity shares of company comprising of 61,61,900 Equity shares already pledged to the CDR lenders and 34,42,853 unencumbered shares of the promoters. In addition 30,00,000 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 corporate guarantee of third parties, being part of promoter group companies & personal guarantees of promoter directors.

5. Going Concern : Losses for the current year has resulted in substantial 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 has been approved under Corporate Debt Restructuring Cell (CDR) mechanism in its meeting held on 24/01/2014 as per LOA dated 28/02/2014 which 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.

6. During the year, the Company filed a writ petition before The Hon''ble Delhi High Court seeking directions to the Service Tax Department for lifting the attachment on receivables of the Company against outstanding dues of Service tax. The Hon''ble High Court vide its ordered dated 28-May-2014 lifted the attachment and directed that an amount equivalent to 1/3 of all receipts from the clients shall be paid to Service Tax department against the outstanding dues and balance shall be available to the Company for its own use. In the meantime, the Company has received the show cause notice from the Service Tax Department which is pending for adjudication.

7. Contingent Liabilities not provided for in respect of Amount in (Rs.)

31st March-14 31st March-13

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 2,613,500,000 3,086,245,009 Guarantees Issued by the Company''s bankers to Oil & Natural Gas Corpn. Ltd (ONGC) and Oil India Ltd (OIL) & other parties

3 Un-expired Letters of Credit Nil 7,193,719

4 Corporate Guarantees given to 5,702,060,022 5,024,858,615 Financial Institutions / Banks for securing financial assistance

5 Estimated Value of Capital 500,030,336 1,611,801,669 Commitments (Net of advances)

6 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 Customs Duty 1,250,000 1,250,000

c Service Tax Demand 797,450,635 479,531,062

d Income Tax 338,567,479 339,017,125

7 Cases Pending in Court 24,403,782 3,924,000

8 Overdue Interest on FCCB Interest 88,34,671 Nil

9 Interest 998,51,065 Nil

8. RELATED PARTY DISCLOSURE

The following is the list of related parties & the relationship therewith: Subsidiary

Shiv Vani Oil & Gas Co. LLC, Oman

Oriental Oil & Gas Services Ltd, Mauritius

Shiv Vani Oil Services Ltd. India

TNG Shiv Geo Services Ltd, India

Shiv Vani Singapore PTE. Ltd, Singapore

Natural Oil & Gas Services Ltd, Mauritius

Shiv Vani Energy Limited, India

Shiv Vani Infra Ltd, India

Global Exploration Pte Ltd, Singapore

Key Management Personnel, Relative of Key Management Personnel having control or significant influence over the Company by reason of voting power

Prem Singhee (Chairman and Managing Director)

Padam Singhee (Joint Managing Director)

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 & Prakash Singhee)

Gayatridevi Singhee (Mother of Prem Singhee, Padam Singhee & Prakash Singhee)

Madhuri Singhee (Spouse of Prem Singhee)

Vandana Singhee (Spouse of Padam Singhee)

9. 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.

d) Premium on redemption of bonds are adjusted against the Securities Premium Account.

e) The Company had 15% share along with Oil India Ltd. In A-ONN-2004/1 (Amguri Oil Block) at Sibsagar, Assam. An amount of Rs. 14,79,78,771/- was incurred by the Company till 30-Sep-13 on development of the block towards its share of 15%. In absence of any recovery of Oil/Gas in the said block, the same has been abandoned by Oil India Ltd. In view of the same, the expenses incurred by the Company has been to charged loss for the current year under the head ''Loss on Abandoned Project''

f) The Company has during the year imported stores & spares Rs. 1,21,05,994/- (Previous year Rs. 222,719,948/-) 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. 191,983,542/- (Previous Year Rs. 75,227,690/-) 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 VI of the Companies Act, 1956 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.


Mar 31, 2013

1 RELATED PARTY DISCLOSURE

The following is the list of related parties & the relationship therewith:

Subsidiary

Shiv-Vani Oil & Gas Co. LLC, Oman

Oriental Oil & Gas Services Ltd, Mauritius

Shiv-Vani Oil Services Ltd. India

TNG Shiv Geo Services Ltd, India

Shiv-Vani Singapore PTE. Ltd, Singapore

Natural Oil & Gas Services Ltd, Mauritius

Shiv-Vani Energy Limited, India

Shiv-Vani Infra Ltd, India

Global Exploration Pte Ltd, Singapore

Relative of Key Management Personnel having control or significant influence over the company by reason of voting power

Name of Key Personnel

Prem Singhee (Chairman and Managing Director) Padam Singhee (Joint Managing Director ) Prakash Singhee (President - Technical ) Mayank Singhee (Vice President - Projects)

2 OTHERS

1. Loss on insurance claims filed if any are accounted for at the time of receipt of claims.

2. 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.

3. The registration of leasehold building acquired is in process.

4. Premium on redemption of bonds / debentures are adjusted against the Securities Premium Account.

5. Unsecured Loan from others includes Rs. 80,000,000/- (Previous Year - Rs. Nil)

6. The company has during the year imported stores & spares Rs. 222,719,948/- (Previous year Rs.. 582,121,400/-) under Essentially Certificate issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

7. The cost in respect of old unusable fixed assets impaired amounting to Rs. 75,227,690 (Previous Year Rs. Nil) has been reduced from the gross block.

8. 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.

9. There are no amounts due and outstanding to be credit to Investor''s Education and Protection Fund.

10. 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.

11. Balance appearing in Sundry Debtors / Creditors and Loans & Advances are subject to confirmation.

12. Figures of the previous year are regrouped and reclassified wherever necessary to correspond with the figures of the current year.


Mar 31, 2012

1 Contingent Liabilities not provided for in respect of Amount in (Rs.)

31st March-12 31st March-11

1 Amount unpaid on investment in shares:- 35,000 35,000

- 5,000 Equity Shares of Parasrampuria Synthetics Ltd.

2 Counter Guarantees given in respect of Guarantess Issued 2,615,096,225 2,423,805,481 by the Company's bankers to Oil & Natural Gas Corpn. Ltd

(ONGC), Oil India Ltd (OIL) & others.

(Against pledge of 9,02,500 shares of the company held by director and a third party)

3 Un-expired letters of credit 131,053,680 316,594,477

4 Corporate Gurantess given to Financial Institutions / Banks 1,984,827,68 1,791,244,112 for securing financial assistance for a Subsidiary Company

5 Estimated Value of Capital commitments (Net of advances) 3,441,553,538 3,147,825,000

6 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.133.86 lacs.

b Custom Duty 1,250,000 1,250,000

c Service Tax Demand 479,531,062 549,531,062

7 Other Commitment 4,159,341,655 6,395,702,883

8 Case Pending in Court 3,924,000 3,924,000

2 RELATED PARTY DISCLOSURE

The following is the list of related parties & the relationship therewith:

Subsidiary

Shiv-Vani Oil & Gas Co. LLC, Oman

Oriental Oil & Gas Services Ltd, Mauritius

Shiv-Vani Oil Services Ltd., India

TNG Shiv Geo Services Ltd., India

Shiv-Vani Singapore PTE. Ltd., Singapore

Natural Oil & Gas Services Ltd., Mauritius

Shiv-Vani Energy Limited, India

Shiv-Vani Infra Ltd., India

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

3 OTHERS

1. Loss on insurance claims are accounted for at the time of receipt.

2. 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.

3. Expenses include Rs. 6,884,579/- (Previous Year Rs. 556,678/-) relating to earlier years.

4. Premium on redemption of bonds / debentures are adjusted against the Securities Premium Account.

5. The registration of Lease hold building acquired is in process.

6. The company has during the year imported machinery worth Rs. Nil (Previous year Rs. 80,016,233/-) and stores, spares & chemicals Rs. 582,121,400/- (Previous year Rs. 630,633,267/-) under Essentially Certificate issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

7. The cost in respect of old unusable fixed assets sold/adjusted/impaired amounting to Rs. Nil (Previous Year Rs. 24,066,869/- ) has been reduced from the gross block.

8. 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.

9. There are no amounts due and outstanding to be credit to Investor's Education and Protection Fund.

10. 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.

11. Balance appearing in Sundry Debtors / Creditors and Loans & Advances are subject to confirmation.

12. These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act, 1956. Comparative financial information (i.e. the amounts and other disclosure for the preceding year) presented above included is, as an integral part of the current year's financial statements, and is to be read in relation to the amounts and other disclosures relating to the current year.

13. Figures of the previous year are regrouped and reclassified wherever necessary to correspond to figures of the current year.


Mar 31, 2011

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


Mar 31, 2010

A. SHARE CAPITAL

a) Preferential Allotment of equity shares

During the year, Company has allotted 2,457,895 equity shares of Rs. 10/- each at a premium of Rs. 370/- per equity share to Templeton Strategic Emerging Markets Fund III L.D.C. on preferential basis resulting in increase of Paid Up Share Capital by Rs. 24,578,950 and in Securities Premium amount by Rs. 909,421,150/-

b) Equity Share Warrants for future 6,000,000 equity share warrants were issued to promoters on 29th March 2008 on preferential basis. Each warrant was to be converted into 1 equity shares of Rs. 10/- each at a premium of Rs. 650/- per share in one or more trenches at the option of warrant holders before the expiry of 18 months from the date of allotment of such equity share warrants. As required by SEBI Guidelines, subscribers had deposited non-refundable amount of Rs. 396,000,000/- towards application money, an amount equivalent to 10% of the total consideration.

These warrant holders were allotted 6,000,000 warrants. However, they did not exercise their right to convert the warrants into equity shares till the expiry of the conversion period. Accordingly the application money of Rs. 396,000,000/- was forfeited by the Company and credited to the Equity Share Warrants Forfeitures Account.

C. SECURED LOANS

a. Rupee Term Loan from Punjab National Bank of Rs. 48.32 Millions (Previous year Rs. 149.36 Millions) is secured by 1st pari passu charge on the block assets (Present & Future) from such loan & further collaterally secured by way of pledge of 825,000 shares of the Company being part of promoters stake.

b. Rupee Term Loan from State Bank of Patiala of Rs, 160.94 Millions (Previous year – Rs. 498.57 Millions) is secured by way of first charge on all fixed assets of the Company except the fixed assets which are exclusively charged. Further collaterally secured by way of pledge of 1,880,000 shares of the Company being part of promoters stake.

c. Rupee Term Loan from Union Bank of India of ` 606.79 Millions (Previous year Rs. Nil) is secured by first pari passu charge on movable fixed assets & further collateral secured by way of pledge of 100,000 shares of the Company being part of promoters stake

d. Foreign Currency Term Loan ICICI Bank Ltd. of Rs. 1,769.90 Millions (Previous year – ` 1,946.86 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.

e. Foreign Currency Term Loan from Export Import Bank of India (EXIM) of Rs. 1,527.37 Millions (Previous year – Rs. 2,253.06 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.

f. 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.

g. 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. 22.6 Millions exclusively charged to State Bank of India. The Working Capital Loans from State Bank of India and Punjab National Bank are further secured against pledge of 778,400 and 1,523,500 equity shares of the Company (being part of promoters stake) respectively.

h. 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.

i. Amount repayable (term loans) within one year Rs. 1,768.70 Millions (previous year Rs. 2,514.40 Millions)

D. Fixed Assets

The registration of leasehold Building acquired is in process



E. Contingent Liabilities not provided for in respect of

MARCH 2010 MARCH 2009
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 Companys bankers to Oil & Natural Gas Corporation Ltd. (ONGC) and Oil India Ltd (OIL) 2,542,111,774 2,706,536,994

(Includes Rs. 470 Millions for guarantees issued against pledge of 902,500 shares of the Company held by directors and a third party).

3. Unexpired letters of credit 251,265,002 103,475,012

4. Income Tax demands in appeal Nil 7,925,329

5. Corporate guarantees given to financial institutions/ 2,344,037,361 6,501,285,672 banks for securing financial a ssistance for a subsidiary company and other company -

6. Estimated Value of capital commitments 313,000,000 643,000,000 (Net of advances)

7. Sales tax demands(*) 1,240,768 1,240,768 (*)To be adjusted against refund granted for Rs. 13.39 Millions.

8. Customs duty 1,250,000 1,250,000

9. Service tax demand 549,531,062 549,531,062



G. OTHERS

1. The Company had entered into forward contracts for hedging of foreign currency risk, the difference between forward rate and exchange rate at the inception of the contract is recognized as income or expenses at the termination of contract. Further, the exchange differences arising on such contracts are recognized as income or expenses along with the exchange difference on the underlying assets / liabilities.

*Exclusive of provision for future liabilities in respect of Gratuity. The above Remuneration has been paid to the Chairman & Managing Director and Joint Managing Director in accordance with schedule XIII read with section 198 & 309 of the Companies Act, 1956.

4. Foreign traveling expenses for Rs. 11,075,899/- (Previous year Rs. 10,910,783/-) includes Rs. 5,588,184/- (previous year Rs. 4,644,675/-) incurred in foreign currency during the year.

7. A sum of `84.37 Millions was deducted by M/s. Oil India Ltd. in 1998-99 towards liquidated damages and other penalties arbitrarily against which the Company has invoked the arbitration clause as per contract. An amount of Rs. 337,583/- (previous year Rs. 40,550/-) incurred during the year for the same, has been debited to Miscellaneous Expenses.

An award has been received against the same in favour of the Company for an amount of Rs. 49.10 Millions vide award dated 4th December 2009. However Oil India Ltd has filed a writ against the award before the Honble Delhi High Court which is still pending.

8. Information pursuant to clause 32 of the listing agreement with Stock Exchanges

9. Fixed Deposits of Rs. 267.07 Millions (Previous year Rs. 136.88 Millions) 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. 6,560,365/- (Rs. 8,242,628/-), ESI amounting NIL (Rs. 48,076/-), Tax deducted at Source amounting to Rs. 66,099,897/- (Rs. 2,173,412/-), Service Tax Rs. 746,938,289/- (Rs. 137,558,236/-), VAT Rs. 15,537,418/- (Rs. 45,479/-) & Fringe Benefit Tax Nil (Rs. 7,284,168/-) Income Tax (A.Y. 2009-10) of Rs. 117,990,355/- and FBT (A.Y. 2009-10) Rs. 380,573/- was delayed. These amounts were later deposited with the appropriate authorities. Figures mentioned in brackets are of previous year.

12. Future liability of Gratuity for ` 43.35 Millions (Previous year - Rs 30.96 Millions) for employees has been provided in the books of accounts. However the Company has now adopted an approved plan for the payment of gratuity based on actuarial valuation carried by Life Insurance Corporation of India.

13. Expenses include Rs. 3,184,471/- (Previous Year Rs. 1,297,237/-) relating to earlier years.

14. Interest and Bank Charges includes Rs. 57,988,228/- paid on account of 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. 7,358,649/- (Previous year Rs. 6,728,966/- incurred for directors travelling.

17. The Company, has during the year, imported machinery worth Rs. 326,079,752/- (Previous year Rs. 2,972,825,915/ - 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. 64,364,466/- (Previous Year Rs. 39,354,801/- ) 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 its Order No. 47 / 453 / 2010 – CL – III dated 17th May, 2010 issued under section 212(8) of the Companies Act, 1956 has exempted the Company from attaching the Balance Sheet and Profit and Loss Account of its Subsidiaries as required under section 212(1) of the Companies Act, 1956.

23. In view of the certificate for deduction of tax at a lower rate sought u/s 195 of the Income Tax Act 1961 from the Income tax department by an overseas party, the TDS on lease rentals on machinery received from such overseas party has been deposited @4.233% instead of 10.5575% by the Company.

In case no certificate is granted to the party, the difference amount of Rs. 31,167,064/- and interest thereon till the date of the payment shall be charged to the accounts in the subsequent year.

24. The name of SV Oil & Natural Gas Ltd., Mauritius, a subsidiary company, has been changed to Oriental Oil & Gas Services Ltd. w.e.f. 17 June, 2010.

25. 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. SV Oil & Natural Gas 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

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

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