This document comprises a prospectus relating to Essar Energy plc (together with its subsidiaries, the
‘‘Company’’) prepared in accordance with the Prospectus Rules of the UK Listing Authority made under
section 73A of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’). The Prospectus has been filed
with the Financial Services Authority and will be made available to the public in accordance with the
Prospectus Rules.
Application has been made to the UK Listing Authority for all of the Shares, issued and to be issued, to be
admitted to the premium listing segment of the Official List of the Financial Services Authority and to the
London Stock Exchange for all of the Shares to be admitted to trading on the London Stock Exchange’s
main market for listed securities (‘‘Admission’’). Conditional dealings in the Shares are expected to
commence on the London Stock Exchange on 4 May 2010. It is expected that Admission will become
effective, and that unconditional dealings in the Shares will commence, on 7 May 2010. Dealings on the
London Stock Exchange before Admission will only be settled if Admission takes place. All dealings before
the commencement of unconditional dealings will be of no effect if Admission does not take place and such
dealings will be at the sole risk of the parties concerned. No application is currently intended to be made for
the Shares to be admitted to listing or dealt with on any other exchange.
The directors of Essar Energy plc, whose names appear on page 154 of this document (the ‘‘Directors’’),
and Essar Energy plc accept responsibility for the information contained in this document. To the best of
the knowledge of the Directors and Essar Energy plc (who have taken all reasonable care to ensure that
such is the case), the information contained in this document is in accordance with the facts and contains
no omission likely to affect the import of such information.
See ‘‘Risk Factors’’ in Part 1 for a discussion of certain risks and other factors that should be considered
prior to any investment in the Shares.
1,303,030,302(1) 65,151,515
In connection with the Offer, J.P. Morgan Cazenove, as Stabilising Manager, or any of its agents, may (but
will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other
transactions with a view to supporting the market price of the Shares at a higher level than that which
might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such
transactions and such transactions may be effected on any securities market, over-the-counter market,
stock exchange or otherwise and may be undertaken at any time during the period commencing on the
date of the commencement of conditional dealings of the Shares on the London Stock Exchange and
ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising
Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without
prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer
Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends
to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation
to the Offer.
In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Shares up
to a maximum of 10% of the total number of Shares comprised in the Offer. For the purposes of allowing
the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales
of Shares effected by it during the stabilising period, Essar Energy plc has granted to it the Over-allotment
Option, pursuant to which the Stabilising Manager may subscribe or procure subscribers for additional
Shares up to a maximum of 10% of the total number of Shares comprised in the Offer (the
‘‘Over-allotment Shares’’) at the Offer Price. The Over-allotment Option is exercisable only once in whole
or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the
commencement of conditional dealings of the Shares on the London Stock Exchange. Any Over-allotment
Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the
Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be
subscribed for on the same terms and conditions as the Shares being issued in the Offer and will form a
single class for all purposes with the other Shares.
Each of J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas and Nomura, which are authorised and
regulated in the United Kingdom by the Financial Services Authority and Standard Chartered, which is
regulated by the Securities and Futures Commission of Hong Kong, is acting exclusively for the Company
and no one else in connection with the Offer. J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas,
Nomura and Standard Chartered will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients or for the giving of advice in
relation to the Offer or any transaction, matter or arrangement referred to in this document. Apart from
the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Deutsche Bank,
BNP Paribas, Nomura and Standard Chartered by FSMA or the regulatory regime established thereunder,
each of J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura and Standard Chartered accepts no
responsibility whatsoever for the contents of this document, including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or on its behalf, in connection
with the Company, the Shares or the Offer. J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura
and Standard Chartered accordingly disclaim all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise have in respect of this document or any
such statement.
None of the US Securities and Exchange Commission, any other US federal or state securities commission
or any US regulatory authority has approved or disapproved of the Shares nor have such authorities
reviewed or passed upon the accuracy or adequacy of this document. Any representation to the contrary is
a criminal offence.
The Shares are subject to selling and transfer restrictions in certain jurisdictions. No actions have been
taken to allow a public offering of the Shares under the applicable securities laws of any jurisdiction.
Prospective subscribers or purchasers should read the restrictions described under the paragraph entitled
‘‘Selling restrictions’’ in Part 13 ‘‘The Offer’’. Each subscriber for or purchaser of the Shares will be
deemed to have made the relevant representation described therein.
This document does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any of
the Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by
law. No action has been or will be taken by the Company, J.P. Morgan Cazenove, Deutsche Bank,
BNP Paribas, Nomura or Standard Chartered to permit a public offering of the Shares or to permit the
possession or distribution of this document (or any other offering or publicity material relating to the
Shares) in the UK or any other jurisdiction where action for that purpose may be required. Accordingly,
neither this document nor any advertisement or any other offering material may be distributed or
published in any jurisdiction except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this document comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdictions.
CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PART 1 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . 37
PART 3 DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND
ADVISERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
PART 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS . 48
PART 5 INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
PART 6 THE BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Oil and Gas—E&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Oil and Gas—Refining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
PART 7 REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
PART 8 DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE . . 154
PART 9 OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
PART 10 CAPITALISATION AND INDEBTEDNESS STATEMENT . . . . . . . . . . . . . . . . . . 206
PART 11 FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
PART 12 UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . 271
PART 13 THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276
PART 14 TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285
PART 15 RELATIONSHIP WITH THE ESSAR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . 292
PART 16 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302
PART 17 DEFINITIONS AND GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368
PART 18 EXPERT REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381
RPS Ratna & R-Series Fields Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 382
ARI RM(E)-CBM-2008/IV Block Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498
NSAI OPL 226 Block Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 536
NSAI RG (East)-CBM-2001/1 Block Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585
SUMMARY
This summary must be read as an introduction to this document only. Any decision to invest in Shares should
be based on consideration of this document as a whole. Following the implementation of the relevant provisions
of the Prospectus Directive (Directive 2003/71/EC) in each Member State of the European Economic Area
(‘‘EEA’’), no civil liability will attach to those persons responsible for this summary in any such Member State,
including any translations of this summary, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this document. Where a claim relating to the information contained in this document is
brought before a court in a Member State of the EEA, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating this document before legal
proceedings are initiated.
The Company is an India-focused energy company with existing operations and projects under
construction and development in both the power industry and in the oil and gas industry. The Company is
India’s second largest private power producer with a 12-year operating track record. The power business
owns three operating power plants in India and one in Canada, and is planning an almost tenfold
expansion of its capacity by 2014. The Company also owns a portfolio of oil, gas and coal seam gas
(‘‘CSG’’) blocks and is developing as a leading player in the rapidly emerging domestic gas market in India.
The Company’s low-cost Vadinar refinery is currently one of India’s largest oil refineries and post
expansion is expected to become one of the largest and most complex refineries in the world.
The power business of the Company, which was a first mover among the private-sector players in the
Indian power industry, currently has a total installed generation capacity of 1,220 MW (of which 85 MW is
in Canada). The Company’s operating power plants are co-located with Essar Affiliated Companies, with
75% of the off-take contracted to these affiliates.
The Company’s expansion projects in its power business (the ‘‘Power Plant Projects’’) are divided into two
phases (the ‘‘Phase I Power Projects’’ and the ‘‘Phase II Power Projects’’) and are designed to bring total
installed capacity to 11,470 MW. Its six Phase I Power Projects have an expected total installed capacity of
4,880 MW and are expected to become commercially operational between 2010 and 2012. In addition, the
Company will seek to further expand its power operations through its six Phase II Power Projects which are
expected to increase its installed total capacity by a further 5,370 MW and are due to become commercially
operational during 2013 and 2014.
For all power plant projects, the Company is focused on securing long term fuel supply and minimising
price volatility. To achieve this the Company adopts a strategy of backward integration by sourcing coal
from captive mines that are either owned by or allocated to the Company. The Company currently owns or
has rights to coal reserves of 343 mmt; these reserves include coal blocks in India and coal mines recently
acquired by the Company in Indonesia and Mozambique. The existing coal block allocations in India are
subject to the term periods of such allocations being further extended, however, to bridge any gaps the
Company has applied to the Government of India for temporary coal supplies in the interim. Through a
combination of coal block allocations, acquisitions of coal mines and long-term fuel supply arrangements
with the relevant power off-taker, the Company presently has fuel security for 8,620 MW of its existing and
planned power generation capacity. Further, if the Company consolidates its stake in the Neptune power
plant projects, it expects to gain access to the accompanying coal block allocation of 112 mmt and achieve
fuel security for an additional 1,050 MW of power generation capacity. As a result of the above, the
Company expects to have fuel security for 9,670 MW of its existing and planned power generation capacity.
Essar Energy is also investing in select high-voltage transmission lines for its power projects. Both the
backward integration and the construction of company-owned transmission lines provide the Company
with further control over the timing and successful development of each power project.
The Company’s oil and gas business is engaged in the exploration and production of oil and natural gas,
crude oil refining and refined petroleum products sales and marketing. Based on company estimates and
certifications from independent petroleum and gas consultants, the Company’s net working interest in its
oil and natural gas exploration and production assets includes 2P reserves of 2 mmboe, 2C contingent
resources of 148 mmboe, best estimate prospective resources of 1,012 mmboe and an unrisked in-place
resource base of 238 mmboe.
The Company’s Vadinar refinery has a total current production throughput capacity of 14 mmtpa
(approximately 300,000 barrels per stream day). The Vadinar refinery enjoys strong structural cost benefits
as a result of its location, scale, asset quality and workforce. The Vadinar refinery currently has refining
operating costs of US$1.3 per barrel. This is approximately US$1 lower per barrel than the average
Summary
operating costs within the industry (Source: KBC Process Technology Limited (‘‘KBC’’)). Vadinar’s
location provides efficient access to indigenous crudes and Middle East-based crudes as well as to high-
growth refined product export markets. The scale and complexity of the Vadinar refinery provide the
Company with significant crude processing flexibility, with 72% of the refinery’s current throughput
comprising medium, heavy and ultra-heavy crude oils.
The Company is currently expanding the refining capacity and the complexity of its Vadinar refinery. The
Company has started construction on the first phase of this expansion (the ‘‘Phase I Refinery Project’’)
which is expected to extend the refinery’s total throughput capacity to 18 mmtpa (approximately 375,000
barrels per stream day) and increase the complexity of the Vadinar refinery from an average Nelson
Complexity Index of 6.1 to 11.8. The Phase I Refinery Project is expected to be completed by March 2011.
The Company is also considering undertaking a second expansion phase (the ‘‘Phase II Refinery Project’’)
which will add a new refinery stream with a projected additional capacity of 18 mmtpa (approximately
375,000 barrels per stream day). The timing for the implementation and completion of the Phase II
Refinery Project will be decided following a review of market conditions and the securing of financing
commitments for the project. Upon completion of the Phase II Refinery Project, the Company expects the
Vadinar refinery as a whole to have an average Nelson Complexity Index of 12.8 and a total refining
throughput capacity of 36 mmtpa (approximately 750,000 barrels per stream day) and to be able to
produce up to Euro V grades of petrol and high-speed diesel (‘‘HSD’’).
The vast majority of the Company’s refined petroleum products are sold domestically to the large Indian
national oil companies, with some products sold internationally and exported through the Vadinar port
terminals owned by Vadinar Oil Terminal Limited (‘‘VOTL’’) an Essar Affiliated Company. The Company
also maintains a franchisee-owned and -operated network of approximately 1,300 retail fuel stations in
India, which supplements the Company’s domestic distribution platform. In addition, the Company owns a
50% interest in the Kenya Petroleum Refinery Limited (‘‘KPRL’’), which is anticipated to lead to
additional international refined petroleum product distribution in the future.
The equity component required by the Company for the completion of its Power Plant Projects, the
expansion of its oil and gas exploration and production operations and the Phase I Refinery Project will be
funded from the net proceeds of the Offer and cash from operations. The Company has secured debt
financing commitments for 73% (97% if non-binding sanction letters are included) of the total expected
debt financing requirements for the Phase I Power Projects and 100% of debt for the Phase I Refinery
Project is committed. The debt required for the Phase II Power Projects (approximately US$3.66 billion)
and the Phase II Refinery Project (approximately US$2.88 billion) is not yet committed.
Strengths
The Company benefits from the following key strengths:
• positioned to take advantage of strong Indian macroeconomic and energy growth;
• strong operational performance and efficiency;
• new growth projects poised to significantly bolster the Company’s competitive positioning and market
leadership;
• proven execution track record of successfully delivering and operating large-scale projects;
• breadth and depth of experience in the Board and management team; and
• strong relationship with one of India’s leading corporates.
Strategy
The Company’s strategy is to create a world class, low-cost integrated energy company by capitalising on
India’s rapidly growing demand for energy. This will be achieved by:
• optimising performance of all existing assets;
• delivering growth through a variety of power and oil and gas projects;
• leveraging skills and Indian asset base to identify growth opportunities; and
• being a good corporate citizen.
Summary
(1) Unaudited.
(2) EBITDA is a non-IFRS financial measure as explained in Part 2 ‘‘Presentation of Financial and Other Information’’.
As at 31 March As at 31 December
2007 2008 2009 2009
(US$ in million)
Property, plant and equipment . . . . . . . . . . . . . . . . . . . 3,877.7 5,067.1 4,441.3 5,453.9
Nine months
ended
Year ended 31 March 31 December
2007 2008 2009 2008(1) 2009
(US$ in million)
Net cash generated from/(used in) operating activities . . . (47.7) (126.5) 350.1 229.6 164.2
Net cash used in investing activities . . . . . . . . . . . . . . . . (1,289.3) (589.6) (498.2) (413.4) (556.9)
Net cash provided by financing activities . . . . . . . . . . . . . 1,367.1 772.2 97.9 89.7 392.6
(1) Unaudited.
Summary
The Company currently intends to use the net proceeds from the Offer to execute its stated strategy,
focusing on the equity funding component of its existing growth projects. The major growth projects to be
funded by the net proceeds from the Offer, as well as by cash from operations, include:
• completion of the Power Plant Projects and acquisition of captive mines to expand the Company’s
total installed capacity to 11,470 MW, which is currently estimated to require approximately
US$1.94 billion of equity financing, comprising of US$0.45 billion for the Phase I Power Projects,
US$1.22 billion for the Phase II Power Projects and US$0.27 billion for the acquisition and
development of captive coal mines;
• exploration and development of the Company’s oil and natural gas blocks, which are currently
estimated to require approximately US$0.25 billion of equity financing for the period 2010-2014; and
• completion of the Phase I Refinery Project to expand the Vadinar refinery’s refining capacity to
18 mmtpa, which is currently estimated to require approximately US$0.26 billion of equity financing.
In addition, a further US$0.50 billion from the net proceeds from the Offer will be used for general
corporate purposes including working capital requirements for the oil and gas business.
The above amounts are the current best estimate of capital expenditure and funding plans and, given the
long-term nature of some of these projects, may be subject to change. The difference between the total
uses indicated above and the net proceeds from the Offer is expected to be funded by cash from
operations.
Dividend policy
The Board intends to adopt a dividend policy that will take into account the profitability of the businesses,
underlying growth in the Company’s earnings, ongoing capital requirements, industry practice and cash
flows.
Dividends will be declared by the Company in US dollars. Unless a Shareholder elects to receive dividends
in US dollars, they will be paid in pounds with the US dollar dividend being converted into pounds at
exchange rates prevailing at the time of payment. The Company may only pay dividends if distributable
reserves are available for this purpose. As a holding company, the Company’s ability to pay dividends will
principally depend upon dividends or other distributions received from its subsidiaries and its ability to
obtain consent from its lenders, where relevant.
The Offer
The Offer will comprise an issue by the Company of 302,789,825 New Shares. In addition, a further new
30,303,029 Over-allotment Shares are being made available by the Company pursuant to the
Over-allotment Option to cover short positions arising from over-allotments made (if any) in connection
with the Offer and sales made during the stabilisation period.
Pursuant to the Offer, the Company expects to raise gross primary proceeds of £1,273 million, out of which
it will pay underwriting commissions and other estimated fees and expenses in connection with the Offer of
approximately £64 million.
The Offer is fully underwritten by the Underwriters and is subject to satisfaction of the conditions set out
in the Underwriting Agreement, including Admission occurring and becoming effective by no later than
8:00 a.m. (London time) on 7 May 2010 or such later time and/or date as the Company and the Joint
Global Coordinators may agree.
The New Shares being issued by the Company pursuant to the Offer will, on Admission, rank pari passu in
all respects with the existing Shares in issue and will rank in full for all dividends and other distributions
thereafter declared, made or paid on the share capital of the Company. The New Shares will, immediately
following Admission, be freely transferable.
It is expected that Admission will take place and unconditional dealings in the New Shares will commence
on the London Stock Exchange at 8.00 a.m. (London time) on 7 May 2010. Prior to Admission, it is
expected that dealings in the Shares will commence on a conditional basis on the London Stock Exchange
at 8.00 a.m. (London time) on 4 May 2010.
Summary
Lock-ups
Pursuant to the Underwriting Agreement, the Company, the Directors and Essar Global have each agreed
to certain lock-up arrangements. Further details are set out in Part 13 ‘‘The Offer’’.
Directors’ details
The Directors and Senior Management are:
Directors
Senior Management
Power
Summary
Summary
Risk Factors
Prior to investing in the Shares, prospective investors should consider the risks associated therewith. Such
risks include, but are not limited to, the following:
Summary
PART 1
RISK FACTORS
Any investment in the Shares would be subject to a number of risks. Prior to investing in the Shares, prospective
investors should carefully consider the risks associated with any investment in the Shares, the Company’s
business and the industry in which it operates, together with all other information contained in this document
including, in particular, the risk factors described below. The following factors do not purport to be a complete
list or explanation of all the risk factors involved in investing in the Shares, and additional risks and
uncertainties relating to the Company that are not currently known to the Company, or that it currently deems
immaterial, may also have an adverse effect on the Company’s business, financial condition and/or results of
operations. If this occurs the price of the Shares may decline and investors could lose all or part of their
investment. Investors should consider carefully whether an investment in the Shares is suitable for them in light
of the information in this document and their personal circumstances.
reasonable rates or at all, the Expansion Projects may be delayed or abandoned or the costs of completing
these projects may increase substantially.
The Company has experienced delays in completing projects on schedule in the past. In the power
business, the Company experienced delays in completing the Essar Power-Hazira, the Vadinar Power-
Jamnagar and the Bhander Power-Hazira power plants. Additionally, the construction of the Vadinar
refinery was disrupted by a tropical cyclone in June 1998, leading to substantial delays and cost overruns in
completing the construction of the refinery and the adjoining oil terminal owned by an Essar Affiliated
Company. The Company has also deferred its Phase II Refinery Project beyond its original completion
date due to the general downturn in the global economy, including the tightening of credit available in the
Indian and international financial markets and recent adverse movements in oil prices.
In addition, the Company is in the process of acquiring certain land needed to complete its Phase I Power
Projects. There can be no assurance that the Company will succeed in completing additional land
acquisitions in a timely manner and on terms that are commercially acceptable, or at all.
Failures to complete a project according to its original specifications or on schedule may give rise to
additional potential losses, including cost overruns, the forfeiture of security deposits, performance
guarantees being invoked, lower or no returns on capital, erosion of capital, reduced revenues and the loss
of certain benefits available under various government programmes. To the extent the Company is unable
to service its debt as a result of the aforementioned factors this would result in defaults under the
Company’s financing arrangements, pursuant to which the maturity of the Company’s indebtedness could
be accelerated. If such indebtedness is accelerated and the Company does not have sufficient cash on hand
to repay the indebtedness, the Company could be required to refinance such indebtedness, which may be
at a higher capital cost, or scale back or delay its expansion projects. If any of the above risks materialise,
the Company’s business, results of operations and financial condition could be materially and adversely
affected. In addition, if there are delays in the construction of the Power Plant Projects and related
transmission facilities, the Company could be required to pay liquidated damages and penalties to its
power off-take customers. Any failure by the project companies implementing the Power Plant Projects to
make timely debt service payments could also result in a loss on the Company’s investment in such project
companies if lenders exercise their rights in respect of the security provided under financing arrangements
due to a project company’s default, which could in turn adversely impact the Company’s ability to
pre-qualify for financing for future projects. In the short-term the Company’s only expansion project which
is expected to be completed and also has debt facilities that could be impacted by the risks set out in this
paragraph is the Vadinar Power Expansion Phase I Project. This project is expected to become
commercially operational in Q3 2010. If these risks were to materialise in the short-term the Company
would use existing cash balances to fund debt service payments.
In addition, the Company has not yet applied for or received certain permits, approvals and licences that
will be required for the Expansion Projects and the exploration and development of its oil, gas and coal
blocks, and certain of the in-principle approvals that it has obtained are subject to conversion to final
approvals. There can be no assurance that the Company will receive such approvals on a timely basis, or at
all. Any approvals may also be subject to the fulfilment of certain conditions, including undertakings made
by the Company in its applications for the approvals, and subject to revocation, renewal or modification,
including the requirement of operational changes to the Expansion Projects that could increase costs
significantly and/or cause delays in the completion of these projects. Non-compliance with these conditions
may lead to these approvals not becoming operational or being revoked or suspended as well as adversely
impacting the likelihood of further approvals being granted. Certain of the Company’s approvals are also
granted subject to final decisions by courts, and adverse decisions may affect their validity. The occurrence
of any of the above risks may delay or result in the non-completion of the Expansion Projects as well as the
incurrence of substantially higher irrecoverable costs, which could have a material adverse effect on the
Company’s business, results of operations and financial condition.
The Company’s growth strategy is expected to place significant demands on its management, financial and
other resources and will require the Company to develop its operational, financial and internal controls on
a continuous basis. In particular, continued expansion and international diversification will increase the
challenges involved in financial and technical management, training and retaining sufficiently skilled
technical and management personnel and developing and improving internal administrative infrastructure.
The Company’s growth is dependent on its ability to meet these challenges successfully, and any inability to
10
do so could have a material adverse effect on the Company’s business, results of operations and financial
condition.
2. The Company has substantial debt requirements. The structure and terms of the Company’s financing
arrangements could give rise to additional risks.
The Company operates in a capital intensive industry and has significant debt financing requirements. To
finance the Power Plant Projects, the oil and gas exploration and production projects and the Phase I
Refinery Project, the Company expects that in addition to equity funding and cash from operations, it
needs debt funding of US$7,164 million for the Power Plant Projects, US$505 million for the oil and gas
exploration and production projects and US$985 million for the Phase I Refinery Project, a certain portion
of which has already been obtained. For more information about the phasing of the Company’s capital
expenditures and planned funding required, see ‘‘Factors Affecting Results of Operations and Financial
Condition—Funding Costs for the Expansion Projects’’ in Part 9 ‘‘Operating and Financial Review’’. As of
31 March 2010, the Company had US$3.7 billion of borrowings outstanding, including borrowings under
long term and short term debt facilities including working capital facilities.
The Company has secured debt financing commitments for 73% (97% if non-binding sanction letters are
included) of the total expected debt financing for the Phase I Power Projects and entered into project
financing arrangements for the total expected debt financing required for the Phase I Refinery Project,
including long term agreements, facility agreements and a foreign currency facility agreement. The
Company currently has not secured any debt financing commitments for the Phase II Power Projects or the
Phase II Refinery Projects. The Company currently only has minimal capital commitments in 2010 and
2011 under the PSCs for its exploration and production licences for oil and gas blocks. The majority of the
Company’s future capital expenditure for the Phase II Power Projects, the Phase II Refinery Project (if
consummated) and the exploration and production projects is expected to be incurred in 2012 and beyond.
The Company’s debt financing requirements are subject to a number of variables and the actual amount of
capital required to complete these projects may differ from the Company’s current estimates. The
Company has included a number of contingencies in relation to potential cost and schedule overruns in its
plans for the Phase I Power Projects and the Phase I Refinery Project, and the majority of the Phase II
Power Projects. Further EPC contracts for the Power Plant Projects are fixed price with standard escalation
provisions based on the agreed scope for each project. For any projects the Company might choose to
undertake in the longer term and one of the Phase II Power Projects for which EPC contracts are expected
to be finalised within the next six months, the Company may not be able to enter into similar fixed price
contracts. In such an instance, should the Company experience a significant increase in capital
requirements or delays with respect to the implementation of its planned capital projects, the Company
may need to obtain additional debt financing, which may be at a higher capital cost, or scale back or delay
such capital projects. As noted in risk factor 1 above, the Company has experienced higher financing costs
as a result of delays in completing capital projects in the past.
Whilst the Company has already drawn down a majority of the debt required for the Phase I Refinery
Project as well as the Phase I Power Projects, there can be no assurance that the Company will meet the
conditions precedent required for any further draw downs on the relevant project financing arrangements.
These conditions precedent include confirmation that as of the date of any draw down, all representations
and warranties contained in the documentation governing the financing arrangements are true and correct,
no material adverse change has occurred in the Company’s business, operations or financial condition and
there has been no event of default. In the event that the Company is not able to meet any such condition
precedents for the remaining debt draw downs, it expects that it will fund any short falls using existing cash
balances until it can satisfy such conditions precedent.
The Company currently has not secured any debt financing commitments for the Phase II Power Projects,
the Phase II Refinery Project or the oil and gas exploration and production projects and there can be no
assurance that additional debt financing will be forthcoming to fund these projects, or that such debt
financing will be available at reasonable capital costs. Any development costs incurred in relation to the
Phase II Power Projects and the oil and gas exploration and production projects before debt financing is
secured for these projects will be funded from existing cash balances. Moreover, should the Company
pursue the acquisition of the Shell Refineries, it may need to obtain additional financing.
11
The Company’s substantial current and expected indebtedness and the terms of such indebtedness could
place restrictions on the Company, including the following:
• requiring the Company to dedicate a substantial portion of its cash flow from operations to service its
indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures,
expansion projects and other general corporate activities;
• limiting the ability of Group companies to pay dividends or loan money to each other and restricting
the Company from making dividend payments to its shareholders in certain circumstances; and
• placing the Company at a competitive disadvantage compared to its less-leveraged competitors, who
may have greater flexibility in planning for, or reacting to, economic and industry changes.
In addition, the structure of, and specific provisions of, the Company’s financing arrangements give rise to
certain significant additional risks. The Company’s existing and future project financing arrangements are
and will be secured by pledges and charges over substantially all of the assets to which the financing
arrangements relate, including the shares of significant subsidiaries of the Company including the
Company’s shares in Essar Oil. In the event of a default, lenders may exercise their rights under the
pledges and become owners of the shares to the extent pledged. In addition, the Company is subject to
restrictive covenants in respect of its financing arrangements that require the Company in certain
circumstances to obtain the prior consent of its lenders before taking certain actions, including entering
into material contracts, declaring dividends, incurring additional indebtedness, altering the Company’s
capital structure, making investments and capital expenditures, making disposals, making material changes
to the documents relating to the Expansion Projects and the constitutional documents of the Company
companies, as well as changes in the management of the Company’s subsidiaries. In addition, certain of the
Company’s financing arrangements require it to maintain various financial ratios. If certain events of
default occur, certain lenders have the right to accelerate the relevant credit facility, exercise share and
asset pledges and/or convert all or any portion of certain outstanding loan amounts into shares of the
Company’s subsidiaries. In addition, defaults may automatically trigger cross defaults under the financing
arrangements of Essar Oil, Essar Power, their subsidiaries and certain Essar Affiliated Companies.
It is a condition of Essar Oil’s Master Restructuring Agreement (‘‘MRA’’) (as described in Part 9
‘‘Operating and Financial Review—Corporate Debt Restructuring’’) that Essar Oil obtains the benefits of
the sales tax deferral. While the Corporate Debt Restructuring (‘‘CDR’’) lenders have provided extensions
since 2005, with the current extension valid until June 2011, in the event Essar Oil is unable to receive
further extensions from the CDR lenders or the ongoing sales tax incentive litigation described in
paragraph 14.8 of Part 16 ‘‘Additional Information’’ is not resolved in Essar Oil’s favour, this may be
considered to be an event of default under the MRA. The CDR lenders will then have an option to
demand payment of all outstanding amounts or convert such outstanding amounts into shares of Essar Oil.
This may also trigger cross default provisions in certain other financing documents. The MRA also
contains a mechanism whereby the lenders can call for an increase in interest rates payable on certain
facilities if they determine that the cash flows or profitability of Essar Oil allow such payments. Further,
the lenders’ committee may accelerate the repayment schedule if it is of the view that the cash flows of
Essar Oil would allow such acceleration. If any of these risks materialise and the Company is unable to
renegotiate its existing facilities, it could be required to scale back or delay some of its expansion projects,
and the Company’s business, results of operations and financial conditions could be materially and
adversely affected.
Certain of the Company’s subsidiaries have historically not complied with certain covenants in their debt
facilities, in respect of which they have now received waivers or have otherwise repaid such facilities.
3. The Company enjoys significant tax incentives, which may not be available in the future, and is involved in
litigation in relation to certain tax incentives. In addition, certain provisions of the Finance Bill, 2010
announced in February 2010 may have a material adverse effect on the Company’s results of operations.
The Company currently enjoys, in the form of tax holidays, exemptions and subsidies, the benefit of various
tax incentives provided by the Indian federal and state governments designed to encourage investment in
the power and oil and gas sectors. These incentives have a material impact on the Company’s investment
returns on its existing and planned power plants and the Vadinar refinery. The Company’s results of
operations and financial condition could be materially adversely affected if these benefits were amended or
12
withdrawn or were to become unavailable or if the Company’s claim for these benefits were disputed or
disallowed by the tax authorities.
Further, any change in tax laws, including the proposed migration from the Income Tax Act, 1961 to a
direct tax code, or in the interpretation of the tax laws, may result in discontinuation or withdrawal of these
tax benefits. Tax regulations have historically been subject to varying interpretations and applications by tax
authorities, courts and tribunals. The Government of India has also recently proposed comprehensive
indirect tax reforms including a shift to a unified goods and services tax system. The Company cannot
currently ascertain the impact that such changes may have on the Company, and any change in tax laws or
the interpretation and application of such laws could have a material adverse effect on the Company’s
business, financial condition and results of operations.
The Finance Bill, 2010 introduced on 26 February 2010 proposes to increase the minimum rate of income
tax payable on book profits by companies (whose tax payable under the Indian Income Tax Act is less than
15% of book profits, popularly referred to as ‘‘minimum alternate tax’’) from 15% to 18%. This proposal,
if implemented, is expected to increase the Company’s Indian income tax liability going forward. Further,
this bill also proposes the introduction of a ‘‘clean energy cess’’ to be levied on coal, lignite, and peat
(including certain derivations thereof) produced in India. This proposal, if implemented, is expected to
increase the cost of coal for the Company’s domestic coal-fuelled Power Plant Projects. If this proposal
receives regulatory approval, this would have an adverse effect on the Company’s profitability and results
of operations.
In addition, the Company is currently engaged in litigation with the government of the state of Gujarat
regarding whether the Company is eligible to retain, under the Gujarat state’s Capital Investment
Incentive to Premier/Prestigious Unit Scheme, 1995-2000, the proceeds of the sales tax collected for a
period of approximately 13 years on sales of refined petroleum products from the Vadinar refinery in an
amount of up to approximately Rs. 91 billion (US$1.95 billion). The retained sales taxes are repayable, on
an interest-free basis, to the state government beginning in 2021/22 or on exhaustion of the full eligible
amount, whichever is earlier, in six equal annual instalments. The Company collected sales taxes in the
amount of Rs. 15.16 billion (US$330.3 million) and Rs. 10.6 billion (US$221.3 million) under this scheme
and included these amounts in revenue, net of the present value of Rs. 3.01 billion (US$65.7 million) and
Rs. 2.28 billion (US$47.6 million), respectively, during the periods from 1 May 2008 to 31 March 2009 and
from 1 April 2009 to 31 December 2009, respectively. The government of the state of Gujarat has asserted
that Essar Oil is not eligible to participate in the sales tax incentive scheme because the Vadinar refinery
did not commence commercial production by 15 August 2003. If the ruling in this litigation is adverse to
Essar Oil, Essar Oil may have to promptly pay the tax retained under the tax incentive programme to the
state of Gujarat and would not be able to benefit from the scheme going forward, which would have a
material adverse impact on the Company’s results of operations and financial condition. As described in
risk factor 2 above, this may also result in the occurrence of an event of default under the MRA. See
‘‘Litigation—Dispute in relation to sales tax incentives’’ in Part 16 ‘‘Additional Information’’.
While, pursuant to a factoring arrangement, the Company has assigned its sales tax liability under the sales
incentive scheme of Rs. 25.76 billion (US$551.6 million) to Essar House Limited (‘‘Essar House’’), an
Essar Affiliated Company, and paid the present value agreed pursuant to the factoring arrangement of
US$112.3 million to Essar House as of 31 December 2009, the Company remains ultimately liable for the
payment of the sales tax liability to the state of Gujarat in the event that Essar House does not make
payments on the due dates. For additional information on various tax incentives available to the Company,
see ‘‘Factors Affecting the Company’s Results of Operation and Financial Condition—Sales Tax
Incentives’’ in Part 9 ‘‘Operating and Financial Review’’.
4. Essar Global will continue to exert significant influence over the Company following the Offer and its interests
may conflict with those of other shareholders.
Essar Global will own 76.74% of the issued Shares of the Company following the completion of the Offer
(75.00% if the Over-Allotment Option is exercised in full). As a result, Essar Global could exercise
significant influence over certain of the Company’s corporate decisions, including the election or removal
of Directors, the declaration of dividends, whether to accept the terms of a takeover offer and the
determination of other matters to be decided by the Company’s shareholders. By exercising its powers of
control, Essar Global could take certain actions regarding changes in the control of the Company or in its
13
capital structure or regarding business combinations involving the Company, or encourage or discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.
The Company has entered into a relationship agreement with Essar Global to ensure that the Company
will be able to carry on its business independently of Essar Global and its Associates (as defined in the
relationship agreement) and to ensure that transactions and relationships with Essar Global and its
Associates (as defined in the relationship agreement) are at arm’s length and on normal commercial terms
except for certain small transactions. See section 13.2 ‘‘Relationship Agreement’’ in Part 16 ‘‘Additional
Information’’ for further details.
14
the related Salaya II Phase II Power Project and may cause the Company to incur higher transportation
costs for transporting coal to fuel this power plant.
For information about the Company’s relationship agreement and other related party transactions, and the
Company’s relationship generally with the Essar Affiliated Companies, see ‘‘Relationship with the Essar
Group’’ in Part 16 ‘‘Additional Information’’.
6. Activities in the power generation and oil and gas sectors can be dangerous. The Company’s Indian refinery
operations are located in an area where natural disasters have occurred.
The Company’s operations are subject to the significant hazards and risks inherent in the oil and gas and
power generation sectors. These hazards and risks include:
• explosions and fires;
• blowouts and other operational disruptions in relation to the Company’s upstream exploration and
production operations;
• severe weather, cyclones, earthquakes and other natural disasters;
• ruptures and spills from crude and product carriers or storage tanks;
• equipment break-downs and other mechanical failures;
• improper installation or operation of equipment;
• disruption of deliveries of crude oil, fuel, equipment and other supplies;
• disruption of electricity, water and other utility services;
• acts of political unrest, war or terrorism;
• labour disputes; and
• community opposition activities.
If any of these risks were to occur, this could result in the partial or total shut-down of the operations at the
affected facility or a cessation of the construction activity at the Expansion Projects, other damage to the
Company’s properties, environmental pollution, personal injury or wrongful death claims and damage to
the properties of others.
Given that India has experienced severe weather disruptions, cyclones, earthquakes and other natural
disasters in the past, the Company’s operations are significantly dependent upon the Company’s ability to
protect its existing and planned facilities against damage from natural disasters. While the Vadinar refinery
has been designed to withstand certain earthquake risks, the refinery is located in an area that has
experienced severe earthquakes and cyclones, including a cyclone in June 1998 that substantially disrupted
and delayed the construction of the refinery and the associated Vadinar terminal, which is owned by an
Essar Affiliated Company, by causing extensive damage to the seawater intake facilities and other
equipment and assets.
The Company believes that it maintains insurance with respect to its operations in accordance with
industry practice and applicable law, including third-party liability insurance up to specified limits, and that
its insurance programme is adequate to cover the consequences of the insurable hazards and risks to which
the Company’s operations are subject. However, the Company may be exposed under certain
circumstances to uninsurable hazards and risks. There is also no guarantee that the Company will be able
to maintain adequate insurance in the future at rates the Company considers reasonable. The occurrence
of any event that is not fully covered by insurance could have a material adverse effect on the Company’s
business, results of operations and financial condition.
7. The Company is subject to significant health, safety, environmental and other regulations.
All of the Company’s operations are extensively regulated. National, state and local authorities in the
countries in which the Company has operations regulate the industries in which the Company operates
with respect to matters such as labour, employee health and safety, permitting and licensing requirements,
planning and development, supply of water, environmental compliance (including, for example,
15
compliance with waste and wastewater treatment and disposal, air emissions, discharges and forest and soil
conservation requirements), rehabilitation requirements, resettlement of persons affected by projects,
restrictions on the storage, handling and transportation of crude oil, petroleum products and other
hazardous substances, plant and wildlife protection, reclamation and restoration of properties after
operations are complete, the effects that power generation, mining and upstream exploration and
development operations and refining have on water quality and availability and surface subsidence from
underground exploration and production activities. Numerous governmental permits, approvals and
licences are required for the Company’s operations. The Company has not yet obtained several of the
required permits, approvals and licences for the Expansion Projects and the exploration and development
of oil, gas and coal blocks. In addition, the Company may not be in compliance with all terms and
conditions of permits, approvals and licenses obtained by it. Certain material contracts, including
production sharing contracts (‘‘PSCs’’), require agreement with government entities and any delays in
entering such contracts could have an adverse effect on the Company’s operations. Failure to obtain the
necessary authorisations or violations of the conditions of any authorisations or other legal or regulatory
requirements could result in substantial fines, sanctions, permit revocations, injunctions and other
penalties. The Company is required to prepare and present to national, state or local authorities data
pertaining to the effect or impact that any proposed power generation, mining or exploration and
production and refinery activities may have upon the environment. The costs, liabilities and requirements
associated with complying with environmental laws and regulations or to comply with changes in these laws
and regulations or the manner in which they are applied are expected to be substantial and
time-consuming and may delay the commencement or continuation of power generation, mining or
exploration and production and refinery activities. Failure to comply with environmental laws and
regulations or to obtain or renew the necessary permits, approvals and licenses may result in the loss of
these authorisations.
Specifically, Essar Oil received a notice dated 17 August 2009 from the Gujarat Pollution Control Board
(‘‘GPCB’’) under Section 33-A of the Water (Prevention and Control of Pollution Act), 1974 claiming that
the production at the Vadinar refinery in May 2009 was higher than the approved production in the
authorisation dated 22 January 2008 and that complaints had been received from people in surrounding
areas regarding damage to health and crops. GPCB has proposed issuing directions to curtail production in
accordance with the conditions of the authorisation as well as directions to authorities to stop the supply of
electricity and water to the refinery. In response to this notice, Essar Oil clarified in a letter to GPCB dated
5 September 2009 that it had applied to GPCB on 14 June 2009 to operate the refinery at 14 mmtpa and
that so far as the complaints of the villagers were concerned, Essar Oil had been meeting the norms
prescribed by GPCB for emissions, effluent and hazardous waste. GPCB has not responded to this letter or
initiated any further action. In the event that GPCB initiates any such action, this may have an adverse
impact on the operations of the Vadinar refinery. On 2 March 2010, however, Essar Oil received
from GPCB an authorisation and consent, valid until 16 September 2010, to operate the refinery at
14 mmtpa, and on this basis believes that no further action by GPCB as to this matter is likely. In the event
that Essar Oil is not able to extend this authorisation and consent (or obtain consent from the GPCB for
the Phase I Refinery Project expansion to 18 mmtpa), it may be required to limit its operating throughput
which would have a material adverse effect on its business, results of operations and financial condition.
Environmental legislation or regulations may be adopted in the future that may materially adversely affect
the Company’s operations and its cost structure. Authorities generally have or reserve the right to impose
additional or modified conditions for existing approvals on account of a number of factors, including
factors beyond the Company’s control. New legislation or regulations, or different or more stringent
interpretation or enforcement of existing laws and regulations or additional or modified conditions to
existing approvals, may also require the Company or its customers to change operations significantly or
incur increased costs, which could have an adverse effect on the results of operations or financial condition
of the Company. In particular, India is expected to tighten its CO2 emission regulations in the future, which
will impose substantial compliance costs on the Company for upgrading facilities, and potentially require
further investment by the Company in green technology.
The Company expects to generate a considerable amount of ash from its coal-fuelled Power Plant Projects.
There are limited options for utilising ash in India and, as a result, the demand for ash is currently low.
Certain of the Company’s approvals have specific conditions in relation to disposal and sale to third parties
of ash, which the Company is required to comply with, typically in a time-sensitive manner. While the
16
Company is continuing to explore methods to utilise or dispose of ash, the Company’s ash utilisation
activities may be insufficient to dispose of the ash it expects to generate, including in the manner stipulated
in the relevant approvals, which may lead to imposition of fines or penalties as well as suspension or
revocation of the license and other regulatory actions.
In addition, a violation of health and safety laws relating to the Company’s operations or a failure to
comply with the instructions of the relevant health and safety authorities could lead to, among other things,
a temporary shutdown of all or a proportion of the Company’s facilities or operations or the loss of the
Company’s permits, approvals and licences and the imposition of costly compliance procedures. If health
and safety authorities require the Company to shut down all or a portion of its facilities or operations to
implement costly compliance measures, whether pursuant to existing or new environmental, health and
safety laws and regulations, this could have a material adverse effect on the Company’s results of
operations or financial condition.
17
9. The Company may not be able to implement more advanced technologies into its facilities in a timely and
cost-effective manner.
To remain competitive and better optimise production from its power generation and refinery facilities and
to comply with increasingly stringent environmental regulations, the Company’s success will depend on its
ability to respond to technological advances and emerging industry standards and practices on a
cost-effective and timely basis. In the current industry environment, power projects and oil and gas
increasingly seek to implement newly developed, sophisticated and complex machinery built by third
parties that has not been extensively field tested and is therefore susceptible to malfunction. In addition,
because acquisition of technology is costly, if the technology is not utilised in a productive and efficient
manner, the Company may not realise the expected benefits of these technologies and its operations and
profitability may be adversely affected.
Changes in technology may also make newer power generation or refinery facilities or equipment more
competitive than the Company’s facilities and require the Company to make additional capital expenditure
to upgrade its facilities. For example, the Company’s operational power plants in India do not currently
employ the latest industry-specific technology available as the Company believes the cost of purchasing and
implementing this technology currently outweighs the financial benefit of employing such technology.
However, the Company intends to employ the latest industry specific technology in certain of the Phase II
Power Projects that involve large-scale power-generation units or where superior environmental
performance is required. In addition, alternative technologies exist for power generation, including fuel
cells, micro turbines, windmills and photovoltaic (solar) cells, and may become increasingly attractive and
efficient alternatives to the power generation technologies used by the Company. If the Company is unable
to adapt in a timely manner to changing technology, this could have a material adverse effect on the
Company’s business, results of operations and financial condition.
10. The Company’s recent and planned expansion into new countries involves uncertainties and additional risks.
The Company has made acquisitions of, and investments in, power plants, coal mines and oil and gas
exploration and production assets and refinery assets both inside and outside of India in recent years,
including in Canada, Indonesia, Kenya, Madagascar, Nigeria and Vietnam, and intends to continue to
increase its refining production and petroleum product sales and marketing capacity by establishing a
greater presence in its existing and additional non-Indian markets, including through select acquisition
opportunities. In addition, the Company intends to seek new exploration and production opportunities
through the acquisition of additional hydrocarbon assets. The Company’s ability to make acquisitions will
depend on a number of factors, including the Company’s ability to identify acquisition candidates,
consummate acquisitions on favourable terms, successfully integrate acquired businesses into the
Company, obtain financing for these acquisitions and many other factors beyond the Company’s control.
Such acquisitions and investments, both within India and in other countries, subject the Company to risks,
including:
• the impact of unforeseen risks, such as contingent or assumed liabilities, and in particular
environmental liabilities, relating to the acquired businesses that may only become apparent after the
acquisition is finalised;
• the assumption of substantial new debt and exposure to future funding obligations;
• difficulties in integrating the financial, technological and management standards, processes and
controls of acquired businesses with those of the Company’s existing operations;
• unexpected losses of key employees, customers and suppliers of the acquired operations; and
• challenges in managing the increased scope and geographic diversity of the Company’s operations.
If the Company is unable to successfully meet the challenges associated with one or more of its
acquisitions, this could have a material adverse effect on the Company’s business, financial condition and
results of operations.
18
The Company’s growing international operations also expose it to additional risks in each of the
jurisdictions in which the Company operates, including:
• devaluations and fluctuations in currency exchange rates;
• imposition or increase of withholding and other taxes on remittances by foreign subsidiaries;
• imposition of export or import controls, including trade restrictions or embargoes against certain
states, preventing the Company from buying crude oil and other feedstock from, or selling products
to, these states;
• limitations on investments and other restrictions imposed by foreign governments, including,
potentially nationalisation, expropriation or cancellation of contract rights;
• failure to comply with a wide variety of foreign laws;
• unexpected changes in regulatory environments and government policies;
• the invalidity of governmental approvals and contracts which require renewals, extensions or waivers
from governments or counterparties, as the case may be, and which may not be forthcoming on terms
acceptable to the Company after an acquisition is consummated, or at all; and
• political conflicts and unrest.
11. The Company depends on timely access to raw materials, supplies and equipment and on a reliable
transportation and transmission infrastructure.
The Company is dependent upon a reliable transportation and transmission infrastructure, including
power transmission lines, port terminals, roadways, canals, railways and pipelines for the transmission of
power generated and for transport of the substantial amounts of raw materials, fuel, water and other
supplies and equipment needed to carry out the Company’s existing and future business operations and its
Expansion Projects. India’s physical infrastructure is less developed and less reliable than that of many
developed nations. In addition, some of the transmission and transportation infrastructure needed for the
completion of the Company’s Expansion Projects has not been constructed. The construction of public and
private transmission and transportation infrastructure projects entails obtaining approvals and rights of
way. The Company or the third party owners of a number of these infrastructure projects have not
obtained all necessary rights of way and approvals. There can be no assurance that these approvals and
rights of way will be forthcoming or, if they are forthcoming, how quickly they will be forthcoming. In
addition, in India the government and government-owned utilities undertake the development and
construction of public transmission and transportation projects. The Company may not succeed in
convincing the relevant government and government-owned utilities to develop and construct additional
public transmission and transportation infrastructure in a manner that suits the Company’s needs. There
also can be no assurance that additional private and public transmission and transportation infrastructure
will be constructed in a timely manner, operated on a cost effective basis and maintained at adequate
levels, which may delay or prevent the completion of, or the commissioning of, the Expansion Projects as
well as the exploration and development of the Company’s oil, gas and coal blocks. If supply or delivery
disruptions were to occur or the Company were not to have access to the additional transmission and
transportation infrastructure it needs for its operations, or if the costs associated with the same are higher
than anticipated, Essar Energy may be unable to operate its power plants and refinery, deliver power and
refined petroleum products to customers, or complete the Expansion Projects on a timely basis, or at all.
The Company’s access to the transmission and transportation infrastructure needed to run its existing and
future operations could be interrupted as a result of, among other things, political events that affect
supplier relations or supply infrastructure; insufficient transportation infrastructure and other problems in
transporting sufficient quantities of these supplies to the Company’s facilities, including pipeline ruptures,
disruptions of port terminal facilities, railways and roads; fires; adverse weather conditions; sabotage;
government restrictions; economic sanctions against the governments of countries where suppliers are
located or where supplies are to be received; industrial action; regional hostilities; adverse weather
conditions; and other hazards and force majeure events.
The Company’s power plants require supplies of significant quantities of water for cooling. Regions in
India have from time to time suffered from serious water shortages and insufficient rainfall, including in
19
2009. In the event of water shortages, the affected power plants may be required to reduce their water
consumption, which would reduce their power generation capacity. In addition, if the Company does not
obtain and maintain the necessary governmental approvals and licences to draw water, the Company may
have to locate alternative sources of water. Alternative sources of water may not be available on terms
acceptable to the Company.
If one of the suppliers to the power plants or the refinery were to fail to fulfil its delivery commitment on
time, the Company may need to find alternative sources of supplies on a timely basis, which may be more
costly. Each of the Company’s four operational power plants relies, and most of the Company’s power
plants under construction and development are each expected to rely, on a single primary supplier for all
or substantially all of each plant’s coal and other fuel supplies.
The Company is also dependent on a limited number of suppliers for the supply of certain critical power
plant and refinery equipment for the Power Plant Projects and the Refinery Expansion Projects. Orders for
this equipment generally require long lead times. If the suppliers of any critical items of equipment are
unable to provide the equipment for any reason, this may jeopardise the completion of the project to which
the equipment relates.
Certain risks relating to unforeseen site and geological conditions may also render the equipment provided
unsuitable for operations, causing substantial delays and monetary loss. Further, while contracts with
equipment suppliers provide for the payment of liquidated damages for delays and performance at less
than guaranteed levels, such liquidated damages provisions are capped at a certain percentage of the
contract price. Moreover, the overall liability is, subject to certain exceptions, also capped at a certain
percentage of contract price. There can be no assurance that losses and damages incurred by the Company
on account of the delay or default of any contractor would be recoverable.
In addition, the Company requires the continued and timely support of its contractors to supply necessary
services and parts for the Expansion Projects at an affordable cost. If the Company is unable to procure the
required services or parts from these manufacturers, or if the cost of these services or parts exceeds the
budgeted cost, this could lead to disruptions in operations and substantially higher recurring costs, which
would adversely affect the Company.
12. The Company does business in countries with inherent risks relating to security, enforcement of obligations,
fraud, bribery and corruption.
The Company’s businesses operate in India, Canada, Australia, Indonesia, Kenya, Madagascar,
Mozambique, Nigeria and Vietnam and the Company also has significant crude supply arrangements with
the National Iranian Oil Company (‘‘NIOC’’). Doing business in international markets brings with it
inherent risks associated with security of staff or property, enforcement of obligations, fraud, bribery and
corruption. In certain jurisdictions, fraud, bribery and corruption are more common than in others. The
Company currently does business in a number of countries that feature prominently on Transparency
International’s Corruption Perceptions Index. In addition, the natural oil and gas and mining industries
have historically been shown to be vulnerable to corrupt or unethical practices. While the Company
maintains anti-corruption training programmes, codes of conduct and other safeguards designed to prevent
the occurrence of fraud, bribery and corruption, it may not be possible for the Company to detect or
prevent every instance of fraud, bribery and corruption in every jurisdiction in which its employees, agents,
subcontractors or joint venture partners are located. The Company may therefore be subject to civil and
criminal penalties and to reputational damage. Instances of fraud, bribery and corruption, and violations of
laws and regulations in the jurisdictions in which the Company operates, could have a material adverse
effect on its results of operations and financial condition.
13. The Company’s long-term success depends on attracting and retaining key management and other personnel.
The Company’s future success depends substantially on the continued service and performance of the
members of the Company’s senior management and the senior management of the Essar Affiliated
Companies. The Company is dependent on its management team and other key personnel for the running
of its daily operations as well as for the planning and execution of the Company’s expansion strategy.
There is competition for experienced senior management and other key personnel with technical and
industry expertise in the exploration and production, mining, refining and power sectors. If the Company
20
loses the services of any of these or other key individuals and is unable to find suitable replacements in a
timely manner, the Company’s ability to realise its strategic objectives could be impaired.
15. Land granted by or acquired from the central government and state governments in India is typically subject to
certain conditions which the Company will need to comply with.
Infrastructure projects in India typically depend on land grants from the central or state government. A
substantial amount of the land for the Power Projects has been acquired from the government. Further the
land for the Phase I Refinery Project has also been acquired from the government. Land granted by or
acquired from the government is typically subject to certain conditions, including prohibitions on using the
land for any purpose other than that for which it has been allotted or transferring the land or a portion of it
without first obtaining a waiver or approval as well as requirements to surrender possession of outlying
portions of the land upon receipt of notice from the government, to obtain prior approval from the
government before entering into any mortgages or leases, to recruit local employees as per the industrial
employment policy decided by the government and to complete construction on the land within the time
period specified in the award and pursuant to the plan approved by the government. Non-compliance with
such conditions may result in a loss of the Company’s rights over the relevant property or in the imposition
of monetary penalties. For example, Essar Oil had to surrender land comprising 481.75 hectares acquired
for the Vadinar refinery to the government of the state of Gujarat due to the breach of a condition in
respect to the laying of a single-buoy mooring within the limits set by the Gujarat Maritime Port Board.
Any of these events could prejudice the success of the Company’s existing and future operations on the
affected property and may require the Company to write off substantial expenditures, particularly in
respect of a project under construction or development.
16. The Company’s financial condition may be adversely affected by changes in Essar Energy plc’s tax residence or
proposed changes to the UK’s controlled foreign companies taxation rules.
Tax residence
The UK HM Revenue & Customs (‘‘HMRC’’) has indicated that, based on the proposed location and
structure of management as described to it by the Directors, and on the assumption that the structure of
management as described to it is put into operation, it seems likely that Essar Energy plc is a dual resident
of the United Kingdom and Mauritius and it appears that Essar Energy plc’s place of effective
management under the residence tie-breaker in the Mauritius/UK Double Taxation Convention will not be
in the United Kingdom.
The Mauritian tax authorities have indicated that, on the assumption that Essar Energy plc will have its
head office located in Mauritius, its board meetings will be held in Mauritius and all its key business
decisions will be taken in Mauritius, the place of its effective management will be in Mauritius and
therefore it will be resident for tax purposes in Mauritius under the Mauritius-UK Double Taxation
Convention. Essar Energy plc has also received a certificate from the Mauritius Revenue Authority, dated
31 March 2010 confirming that, having undertaken to have its central management and control in
Mauritius, Essar Energy plc is considered as resident in Mauritius by virtue of Section 73(b)(ii) of the
Income Tax Act 1995, and paragraph 3 of Article 4 of the Double Taxation Treaty signed between
Mauritius and the United Kingdom, and is subject to income tax on its profits.
On the assumption that the affairs of Essar Energy plc are conducted as the Directors intend and in the
light of the confirmations described above, the Directors have been advised that Essar Energy plc will be
regarded as a resident of Mauritius for the purposes of Mauritian taxation law and the Mauritian tax
authority’s application of the Mauritius/UK Double Taxation Convention.
21
Accordingly, on the basis described above, it seems likely that Essar Energy plc will be treated as being
resident for tax purposes solely in Mauritius.
It is possible that, including as a result of change of law or the practice of any relevant tax authority or the
renegotiation of the Mauritius/UK Double Taxation Convention, or as a result of any change in the
management or conduct of Essar Energy plc’s affairs, Essar Energy plc could become, or be regarded as
having been, resident in the United Kingdom and therefore become subject to the UK tax regime. This
could materially adversely affect the financial results of Essar Energy plc’s group.
22
17. Essar Energy plc will primarily depend upon its subsidiaries for its cash flows and income.
Essar Energy plc is a holding company with no direct operations and relies on distributions from its
subsidiaries and its available cash on hand to fund its cash requirements, including the payment of
dividends and operating expenses and other expenses. There is no legal obligation on either Essar Oil or
Essar Power or any of its subsidiaries to declare dividends.
Further, each of such subsidiaries has, or may, enter into financing transactions or other transactions which
impose restrictions on the cash generated by these subsidiaries, thereby restricting the dividends which may
be declared and payable to Essar Energy plc by such subsidiaries, which in turn will adversely affect the
funds available to pay dividends declared by Essar Energy plc.
23
the required commissioning dates or meet performance guarantees, the Company may be liable to provide
performance guarantees, pay liquidated damages or the relevant PPA may be terminated.
In the future there can also be no assurance that the Company will be successful in recovering its fixed and
variable costs under its existing PPAs.
The Company may be required to sell any power not covered by long-term PPAs on short notice. These
short-term sales create additional variability in the power business’s revenues and expose the business to
risks of market fluctuations in power demand and prices. In particular, the Company may not find buyers
at short notice for the relevant quantity. In addition, the prices received for such power may have little or
no relationship to the cost to the Company of supplying this power.
Under its contracts with the government of the states of Madhya Pradesh and Jharkhand for the Essar
Power MP-Mahan and the Essar Power Jharkhand-Tori Phase I Power Projects, the Company is required
to provide 7.5% and 12%, respectively, of the power generated at a variable cost that is below cost of
production to the relevant state governments. These supply terms could adversely affect the overall
profitability of the relevant power plant.
In addition, while the Company historically has not engaged in any merchant sales of power, the Company
intends to sell approximately 26% of its total combined installed capacity following the completion of the
Power Plant Projects pursuant to merchant sales. Merchant sales are sales pursuant to short-term or spot
sales at market rates sales in the open wholesale market to licensed power traders. Merchant sales will
create additional variability in the power business’s revenues, and it is not possible to ensure that the
Company will be able to enter into merchant sales for all of the planned additional available installed
capacity that is not covered by long-term power off-take agreements. In addition, the price per unit
received for merchant sales will fluctuate due to a number of factors including seasonal, daily and hourly
changes in demand for electricity, instances of extreme peak energy demand, price and availability of fuel
supply, electric transmission availability and transmission reliability within and between regions and the
number of generating units undergoing maintenance.
The amount of electric energy that the Company will be able to generate and sell as merchant sales will be
dependent on the availability and efficiency of the Company’s power plants. If the Company’s power plants
are not able to generate electricity efficiently, the Company’s operating expenses increase and the
Company may earn lower margins on merchant sales or may not be able to sell its electric capacity not
covered by long-term PPAs at all.
Merchant sales will not provide the Company with the same level of protection for coverage of the fixed
and variable costs involved in generating power that the Company currently receives under PPAs and other
long-term off-take agreements.
In addition, the Company could experience seasonality in the level of its revenues from its merchant sales,
especially during the monsoon season months of July to September, when electricity demand generally
decreases in India.
19. The Company’s power business relies on a few major customers and currently has a heavy exposure to the steel
industry.
The Company’s power business relies on a few major customers. Of the power business’s 1,220 MW total
combined installed capacity of its operational power plants, 55% is dedicated to the Essar Steel Group,
which has an option to purchase an additional 10%, 25% to Gujarat Urja Vikas Nigam Limited
(‘‘GUVNL’’), the state of Gujarat public utility, and the balance to Essar Affiliated Companies. Once the
expected 10,250 MW combined additional installed capacity from the Power Plant Projects becomes
available, the Company currently expects that 11% of the Company’s total installed MW capacity will be
dedicated to the Essar Steel Group, which has an option to purchase an additional 1%, 7% for use by the
Vadinar refinery, 21% to GUVNL and 34% to other state electricity boards. As a result, less than 4% of
the Company’s existing revenue is derived under its PPAs with Essar Steel Group, Essar Oil, GUVNL and
the other State Electricity Boards (‘‘SEBs’’). This dependency is expected to decline going forward,
nevertheless, any deterioration of the Company’s relationship with these customers or termination of the
PPAs with them, on account of a default by the Company in complying with the terms of these PPAs or
24
otherwise, could have a material adverse effect on the Company’s results of operations and financial
condition.
As a result of the power business’s strong dependency on its relationship with the Essar Steel Group, the
power business is dependent on the financial health of the Essar Steel Group. The steel industry has
experienced high volatility in its revenues and profitability in recent years. There can be no assurance as to
how the Essar Steel Group or the steel industry in general will perform in the future.
The Company may also face difficulties in enforcing the payment provisions under PPAs with government
entities including GUVNL. GUVNL has in the past refused to pay on several occasions for certain services
billed to it by the Company under its PPA with GUVNL for the Essar Power—Hazira power plant, and the
Company has recently filed a petition with respect to certain payments it believes are due to it under this
PPA. The Company is also involved in a dispute with GUVNL concerning an alleged diversion of power by
the Company in violation of the PPA and a refund of fuel generation credit to GUVNL. See ‘‘Litigation—
Power Business—Dispute with GUVNL’’ in Part 16 ‘‘Additional Information’’. If these claims are
ultimately resolved in favour of GUVNL, this could have an adverse effect on the Company’s results of
operations and cash flow. Further, SEBs have incurred substantial losses in the past and are subject to
Government of India decisions concerning the grant of free or reduced-rate power to farmers and other
consumers, which could adversely affect these SEBs’ financial health and their ability to make payments to
electricity producers, including the Company.
20. Power projects entail bidding, selection, implementation and regulatory risks.
The Company implements some of its power projects pursuant to tendering processes sponsored by power
off-take customers, in particular state-owned utility companies. The Company may continue to submit bids
for power projects from time to time. There could be delays in the bid selection process. In addition, the
Company’s bids may not be selected or, if selected, may not be finalised within the expected time frame or
on expected terms or at all owing to a variety of reasons beyond the Company’s control, including an
exercise of discretion by the government or off-take customers and the ability of competitors with greater
resources to make more competitive bids.
In selecting power producers for major projects, off-take customers limit the tender to contractors they
have pre-qualified based on criteria such as experience, technological capacity and performance, safety
record and financial strength, although the price competitiveness of the bid is the most important selection
criterion. Pre-qualification is key to the Company winning these projects. To bid for larger projects, the
Company may need to enter into memoranda of understanding and joint venture agreements with partner
companies to meet capital adequacy, technical and other requirements that may be required to qualify for
a bid, but there is no assurance that the Company will be successful in doing so.
In addition, the Company modified the capacities of its Essar Power MP—Mahan and Essar Power
Jharkhand-Tori Power Plant Projects subsequent to its receipt of various government approvals and its
entrance into a memorandum of understanding with the government of the state of Jharkhand in relation
to these projects. The Company also recently amended the business purpose behind the Essar Power
Jharkhand-Tori project, which was originally envisioned as a 2,000 MW captive project for Essar Steel but
is now intended to be a 1,800 MW non-captive project. The capacities of, as well as the business rationales
underlying, the Company’s Phase II Power Projects may also be subject to further amendment by the
Company. As such, the projected capacities and business rationales set forth herein for the Phase II Power
Projects may differ substantially from the final installed capacity of, and the business rationale underlying,
the project when completed.
Power projects also involve substantial regulatory risk and the Company has not yet taken certain
regulatory steps in relation to some of its Power Plant Projects. In particular, the Company has yet to apply
to or notify certain governmental entities of the revisions it has made to the capacities of and business
purposes underlying its Essar Power MP-Mahan and Essar Power Jharkhand-Tori Power Plant Projects.
Amendments may also be required to the Company’s existing approvals, which may no longer be valid. For
example, the Company has not yet applied to revise the environmental and pollution control clearances
that it had already received for its Essar Power Jharkhand—Tori project or notified the relevant
environmental and land acquisition authorities within the governments of Madhya Pradesh and Jharkhand
of these changes. Further, costs as appraised by lenders for certain Power Plant Projects may differ from
25
those submitted to government authorities for the purpose of obtaining the initial approvals. For example,
the cost estimate the Company submitted to the government of the state of Jharkhand for the Essar Power
Jharkhand-Tori project was Rs. 48.60 billion (US$1,041.13 million) for a 2,000 MW project, while the cost
as appraised by a lending institution was Rs. 57 billion (US$1,221.1 million), which is the cost estimate
contained in this document. The relevant authorities may raise questions on account of the Company’s
delay in making the applications or notifications, and may also postpone granting the requisite revised
approvals or further approvals as may be required in this regard, which in turn could delay the
implementation of the respective project(s), including the commencement of activities with respect to the
Company’s captive coal mines. Further, delays in submitting such revised cost estimates may also adversely
affect the Company’s recovery of costs in respect of power proposed to be sold to the respective state
governments or their power utilities. In addition, delays in applying for the amendment of licences or in
notification may result in the imposition of fines or penalties as well as the institution of legal proceedings.
In addition, the Company entered into a memorandum of understanding with the government of the state
of Jharkhand with respect to the Essar Power Jharkhand—Tori project which expired in March 2008 and
has not yet been renewed. In the event that this memorandum of understanding is not renewed, the
government of the state of Jharkhand may not be required to provide the assistance in the setting up of the
power plant contemplated in the memorandum of understanding, which may in turn lead to delays in the
granting of approvals by the relevant governmental entity of the state of Jharkhand and the Government of
India as well as other approvals contingent upon a lack of objection from, or a response from, the relevant
government entity.
21. Coal mining involves numerous risks and is subject to compliance with the terms of the coal allocation letters
and unexpected disruptions.
The Company has recently obtained allocations that grant licences to operate coal mines located in the
states of Madhya Pradesh and Jharkhand for the supply of coal to the Company’s power plants. The
Company plans to mine coal using expertise hired from other coal mining operators and will subcontract
certain coal-mining activities. However, the Company has no prior experience in coal-mining activities.
These activities involve numerous risks, including events and operating conditions that could disrupt the
mining, loading and transportation of coal at or from the Company’s mines resulting in delays to the
delivery of coal to the Company’s power generating facilities. There can be no assurance that the
Company’s coal-mining operations will be successful, or that the coal mined, if any, would be sufficient to
operate the relevant Power Plant Projects for the life of such mines as estimated by the Company.
In addition, under the Government of India’s allocation letters for the coal mines in Madhya Pradesh,
Jharkhand and Neptune’s coal block, certain terms and conditions are required to be adhered to, including
in relation to the submission of a mining plan, the date by which coal production must commence and the
provision of geological reports. The required date for commencement of coal production for the Mahan
coal block in Madhya Pradesh has already expired, though the Company has made an application for an
extension. The required date for the commencement of coal production from the Chakla and Ashok
Karkata coal blocks in Jharkhand will also expire prior to the scheduled date of commencement of coal
production. The Company has applied for extensions of these periods. Non-compliance with the terms of
allocation may lead to cancellation of one or more of these coal allocations.
Further, due to delays in the Company’s receipt of certain mining-related approvals, coal from the Mahan
and Chakla coal blocks may not be available in time for the scheduled commissioning dates of the Essar
Power MP—Mahan and Essar Power Jharkhand—Tori Power Plant Projects. In addition, the Ashok
Karkata coal block is not expected to achieve commercial production for at least 42 months from March
2010. Applications have accordingly been made to the Government of India for temporary coal linkages to
meet coal demand for the Essar Power MP—Mahan project and the Essar Power Jharkhand—Tori project
until such time as the blocks become operational, though there can be no assurance that these applications
will not be delayed.
Neptune Limited has received a show cause notice from the Ministry of Coal of the Government of India
in relation to its coal blocks, alleging non-compliance of certain milestones provided in the relevant
allocation letter. A reply to this notice has been filed. If the terms of the allocation are not complied with,
the allocation of the coal blocks for the Neptune projects may be revoked. If the revocation order to the
allocation becomes effective, the Company and Neptune Limited would explore various options depending
26
on the stage in the Neptune projects when such order were to become effective. That is, if the order were
to become effective at an early stage (before investment by the Company of significant capital in the
projects), the Company may consider, among other options, not acquiring the remaining stake in Neptune
Limited, or exiting the projects altogether which would result in a loss of its initial investment. If, on the
other hand, the order were to become effective at a later stage (after investment of significant capital, the
majority of which is expected to be invested from 2012 onwards), the Company and Neptune would need
to take remedial measures, such as applying to the Government for coal linkages or making other alternate
arrangements for domestic or imported coal, any of which could lead to substantially higher fuel costs for
Neptune Limited. Assuming Neptune Limited is able to secure other sources for the supply of coal, this is
not expected to have a material impact on the timing of the projects, or on the required capital
expenditure, although it would have an impact on earnings from the projects. Based on the Company’s
experience and publicly available information, the Directors believe that the probability of revocation is
low, and that even if the coal allocation was revoked, the overall impact on the Company would be
minimal.
22. Changes to the ‘‘captive power’’ status of the Company’s operational power plants and Power Plant Projects
could materially increase the Company’s costs.
Two of the Company’s four operational power plants benefit from captive power status and at least one of
the Power Plant Projects is expected to benefit from this status. Under the Electricity Act, 2003 (the
‘‘Electricity Act’’), captive power projects benefit from reduced regulation and are not subject to the cross-
subsidy surcharge tariff regulations and other restrictions imposed by India’s Central Electricity Regulatory
Commission (‘‘CERC’’) and State Electricity Regulatory Commissions (‘‘SERCs’’). Captive power plants
can also avail themselves of certain tax and duty benefits. Pursuant to the current regulations, the buyer
and seller are free to negotiate and agree the relevant tariff without regulatory input or approval.
However, such projects first need to meet certain structural requirements to be afforded captive power
status. For instance, to enable certain of the Company’s power projects to qualify for captive power plant
status, Essar Affiliated Companies that are the power plant’s off take customers are required to own a 26%
equity interest in the respective plants.
The captive status of some of the power plants owned by the Company’s competitors are currently under
regulatory scrutiny. There can be no assurance that any of the Company’s operational or future captive
power plants will obtain or retain their captive status, which could result in additional tariff regulations that
could have a material adverse affect on the Company’s results of operations and financial condition. In
addition, any amendments made by the regulators to the conditions required to obtain or retain captive
power status could result in increased compliance costs, or a loss of the plant’s captive power status
altogether.
23. Liberalisation of the Indian power sector has significantly increased competition.
The Electricity Act, has resulted in substantial changes in the power sector in India, including the
de-regulation of the power generation sector, competition in supply, open access to distribution and
transmission systems and the reorganisation and privatisation of certain of the SEBs. However, while
allowing the Company greater flexibility to sell power, the provisions of the Electricity Act, have increased
the scope for competition in the Company’s supply and distribution businesses, and may continue to do so,
which could adversely affect its revenues, results of operations and prospects. The continued impact of the
provisions of the Electricity Act, and the National Electricity Policy and national tariff policy could have a
material adverse affect on the Company’s results of operations and financial condition.
27
refining operations unless the Company is able to buy crude oil and sell refined petroleum products at
margins sufficient to cover the fixed and variable costs of the Company’s refinery operations.
The Company may not be able to sustain its gross refining margins at its historic margin levels. The
Vadinar refinery generated average gross refining margins of US$7.97 per barrel for the period from 1 May
2008 to 31 March 2009 and US$4.46 per barrel for the period from 1 April 2009 to 31 December 2009 and
average gross refining margins (excluding sales tax incentives) of US$5.02 and US$2.12 per barrel
respectively, compared to the International Energy Agency benchmark of US$2.14 and US$(2.33) per
barrel, respectively. Historically, refining margins have fluctuated substantially both within individual
refining groups and across the refining industry. Refining margins are influenced principally by supply and
demand for crude oil and refined petroleum products, which in turn determine their market prices. Other
factors that may have an impact on prices and refining margins, in no particular order, include:
• aggregate refining capacity in the global refining industry to convert crude oil into refined petroleum
products, including those the Company refines;
• changes in global and regional economic conditions including exchange rate fluctuations;
• changes in global and regional demand for refined petroleum products;
• market conditions in countries in which the Company refines or sells its refined petroleum products
and the level of operations of other refineries in the world;
• changes in the cost or availability of transportation for crude oil, feedstocks and refined petroleum
products;
• availability of price arbitrage for refined petroleum products between different geographical markets;
• political developments and instability in petroleum producing regions such as the Middle East, Russia,
Africa and South America;
• the inability of the Organization of Petroleum Exporting Countries (‘‘OPEC’’) and other petroleum
producing nations to set and maintain oil price and production controls;
• seasonal demand fluctuations;
• expected and actual weather conditions;
• to the extent unhedged, changes in prices from the time crude feedstocks are purchased and refined
petroleum products are sold;
• the extent of government regulation, in particular as it relates to fuel specifications, energy taxes or
environmental policy or restrict exports or fixes prices of petroleum products;
• the ability of suppliers, transporters and purchasers to perform on a timely basis, or at all, under their
agreements (including risks associated with physical delivery);
• the development, availability, price and acceptance of alternative fuels;
• terrorism or the threat of terrorism that may affect supply, transportation or demand for crude oil and
refined petroleum products; and
• Potential influence on the oil prices due to the large volume of derivative transactions on petroleum
exchanges and OTC markets.
In addition, the Vadinar refinery’s gross refining margins benefit substantially from certain sales tax
incentives provided by the state of Gujarat in relation to sales of refined petroleum products in that the
state. Therefore, the Company’s gross refining margins may not be comparable to the refining margins of
other refiners that do not benefit from such incentives. See ‘‘—Risks Related to the Company—The
Company enjoys significant tax incentives, which may not be available in the future, and is involved in
litigation in relation to certain tax incentives. In addition, certain provisions of the Finance Bill, 2010
announced in February 2010 may have a material adverse effect on the Company’s results of operations’’.
The time lag between a change in the price of crude oil and the price of the Company’s products may also
affect its gross refining margins and could have a significant impact on its refining business, financial
condition and results of operations. Although the Company attempts to minimise the impact of time lag
through its hedging activities, there can be no assurance that the Company’s hedging activities will be
successful or will achieve their desired objective. For information about the Company’s historical gains and
losses on commodity derivative instruments, see Part 9 ‘‘Operating and Financial Review—Factors
Affecting Results of Operations and Financial Condition—Hedging Activities’’.
28
The Company’s gross refining margins and operating results are influenced by changes in refined
petroleum products prices and changes in crude oil prices. While the Vadinar refinery generally processes
crude oil within 20 to 30 days from the date of its purchase, any changes in the price of crude oil will still
affect the cost of inventory, resulting in inventory gains or losses. For example, the steep decline in crude
oil prices in the second half of 2008, particularly in the fourth quarter had a negative impact on the Vadinar
refinery’s gross refining margin, with the margin decreasing from US$8.90 per barrel in the quarter ending
in September 2008 to US$2.68 per barrel in the quarter ending in December 2008. This decrease was
largely due to the accounting of inventory losses resulting from the decline in crude oil prices during the
fourth quarter of 2008, coupled with lower refined petroleum product margins.
Long-term trends in crude oil prices also affect the results of operations of the oil and gas business’s
exploration and production operations. While higher crude oil prices generally benefit these operations,
lower crude oil prices reduce the economic recoverability of discovered reserves and the prices realised
from production.
25. If the Company is unable to enter into term contracts for crude oil purchases, the Company may be unable to
optimise its gross refining margins.
The Company’s refinery operations require crude and other feedstocks to produce refined petroleum
products. In the period from 1 April 2009 to 31 December 2009, the Company purchased approximately
53% of its crude oil by volume pursuant to term contracts and 47% pursuant to spot market purchases
from national oil companies, oil majors and crude oil traders. The Company believes that term purchase
contracts for crude oil provide better reliability of supply of the crude oils than spot market purchases.
Nearly all of the Vadinar refinery’s term-contract oil procurement is presently undertaken through 12 to
15-month term contracts with the national oil companies Abu Dhabi National Oil Company, NIOC and
Saudi Arabian Oil Company. While the Company has negotiated renewals of its term contracts with these
national oil companies prior to their expiry in the past, there can be no assurance that the Company will be
able to negotiate renewals of these contracts in the future, or enter into new term contracts with these
suppliers or other suppliers on commercially reasonable terms, or at all. Reductions in term-contract
purchases of crude oil will make the Company more reliant on spot market purchases. There can be no
assurance that the Company will be able to purchase the types and quantities of crude oils that it needs to
maximise its refining margins in the spot market.
All of the Company’s term purchases of crude oil are from the Middle East, making the Company subject
to the political, geographic and economic risks attendant to doing business with suppliers located in this
region, such as labour strikes, regional hostilities and unilateral announcements by any of the countries
within this region that some or all oil exports for a specified period of time will be halted.
The Company may also be subject to governmental restrictions on the Company’s purchases of crude oil
sourced from countries subject to economic sanctions, which may result in the unavailability of the desired
crude oil. The Company currently purchases a significant amount of crude oil under a term purchase
contract with the NIOC (which provided approximately 36.8% of the Company’s crude oil requirements in
the nine months ended 31 December 2009), which is a government-owned entity of Iran, a country subject
to sanctions by the US Office of Foreign Assets Control (‘‘OFAC’’). In the future, the Company may
continue to purchase crude oil from NIOC and other companies owned by the governments of Iran and
other OFAC-sanctioned countries. While the Company believes that none of its business is prohibited by
sanctions administered by OFAC because neither the Company nor any of its subsidiary undertakings is a
US person as defined in the OFAC regulations, there can be no assurance that the Company will not be
subject to sanctions in the future under OFAC because of changes to the OFAC regulations. In addition,
Iran is currently subject to United Nations-imposed economic sanctions which may be heightened in the
future as the result of a proposal by the United States, with the support of the United Kingdom, France
and Germany, to impose a fourth round of Security Council sanctions against Iran. The Company may
experience some limitation on its ability to finance its operations and transactions to the extent those
operations facilitate transactions or those transactions are with countries subject to sanctions by OFAC,
including Iran.
If the Company is unable to obtain adequate crude oil volumes of the crude oils that the Company requires
at favourable prices, the Company’s gross refining margins could be materially adversely affected.
29
26. Any loss of the benefits from the pricing mechanism of its refined petroleum product sales to Indian national oil
companies compared to export pricing could have a material adverse effect.
To provide the Company with security of off-take for its refined petroleum products in light of the
government subsidies to, and the market position of, the Indian national oil companies, the Company has
entered into long-term refined petroleum product off-take agreements with the national oil companies
Bharat Petroleum Corporation Limited (‘‘BPCL’’) of 48 months in duration from 1 April 2008, Hindustan
Petroleum Corporation Limited (‘‘HPCL’’) of 48 months in duration from 1 January 2008 and Indian Oil
Corporation Limited (‘‘IOCL’’) of 24 months in duration from 1 April 2009. Under the terms of these
agreements, the Company is not guaranteed any binding minimum off-take quantity from the Indian
national oil companies. However, due to the pricing terms for sales to the Indian national oil companies,
the Company is able to generate higher margins on sales to these customers than on export sales. Sales to
the national oil companies accounted for 61.1% of the oil and gas business’s revenue in the nine months
ended 31 December 2009.
The national oil companies are also competitors of the Company. BPCL, HPCL and IOCL owned or
controlled approximately 92% of the total number of retail fuel stations in India as of 31 March 2009. The
national oil companies have announced plans to expand their refining capacity, which may make them less
reliant on Indian private-sector refiners, including the Company, for supplies of refined petroleum
products.
In addition, any policy changes by the Indian government in relation to the pricing terms offered by the
national oil companies could result in a significant reduction of the Company’s business from the national
oil companies.
The loss of one or several of the national oil companies as customers, a significant reduction in purchase
volume by any of them or changes in the prices offered by them could have a material adverse effect on the
Company’s results of operations and financial condition.
27. The success of the Company’s exploration and production operations depends on its ability to acquire land,
find, develop and commercially exploit resources and reserves. The hydrocarbon resources and reserves data in
this document are estimates only.
The success of the Company’s exploration and production operations depends on its ability to
commercially exploit existing resources and reserves and to find and develop new commercially exploitable
resources and reserves, including its ability to enter into new PSCs and acquire land on which to locate its
wells and other equipment. Developing hydrocarbon resources and reserves into commercial production is
a highly speculative activity involving a high degree of risk, including encountering unusual or unexpected
geological formations or pressures, seismic shifts, unexpected reservoir behaviour, unexpected or different
fluids or fluid properties, premature decline of reservoirs, uncontrollable flow of oil, natural gas or well
fluids, equipment failures, extended interruptions due to, among other things, adverse weather conditions,
environmental hazards, industrial accidents, lack of availability of exploration and production equipment,
explosions, pollution, oil seepage, industrial action and shortages of manpower. As a result of these risks,
only a few of the properties that are explored are ultimately developed into commercially producing
properties. There is no assurance that economically viable and commercial quantities of hydrocarbons will
be recovered from the Company’s existing or future exploration and production blocks and fields. In
addition, no assurance can be given that even when commercial reserves are discovered, the Company will
be able to exploit the reserves as it currently plans to.
In addition, while the Company has started commercial production at one of its onshore oil and gas
production blocks, the Company has not yet developed an offshore oil and gas field. Although the
Company is partnering with experienced operators, offshore exploration is subject to a wide range of
hazards, including capsizing, collision, bad weather and additional environmental pollution hazards. There
can be no assurance that the Company will be successful in developing and operating any of its offshore oil
and gas fields.
Without reserve or resource additions through further exploration and development activities or
acquisitions, the Company’s reserves and resources will decline. In June 2007, the Company commenced
crude oil production from the ESU field of the CB-ON/3 block at Mehsana in the Cambay Basin (the
‘‘Mehsana Block’’). The Company’s exploration and development activities in Raniganj, West Bengal are
30
expected to yield a flow of CSG by the second quarter of 2010, and commercial production is expected to
begin by the fourth quarter of 2010. Subject to the execution of the PSC (which is subject to a government
approval process) and other agreements for the Ratna & R-Series fields (the ‘‘Ratna Fields’’), the
Company intends to submit a revised development plan and commence development activities in the
Ratna Fields upon signing of the PSC. If these development activities commence as expected, the
Company expects the Ratna Fields to begin commercial production of oil in the fourth quarter of 2013.
However, the Company’s other exploration activities are yet to yield hydrocarbon reserves. If these
activities are unsuccessful and the Company does not acquire properties containing proven reserves or
resources, its total estimated reserves and resources will decline.
The hydrocarbon resources estimates are based upon a number of assumptions. In addition, this document
contains resources estimates in relation to early stage mineral assets which are not material to the
Company including 114 block (the ‘‘Vietnam Block’’), AA-ONN-2004/3 and AA-ONN-2004/5 (the ‘‘Assam
Blocks’’), MB-OSN-2005/3 (the ‘‘Mumbai Offshore Block’’) and the South East Tungkal block (the
‘‘Indonesia Block’’) that have not been independently reviewed or certified by an independent technical
expert and for which estimates have been provided by the Company. There is additional uncertainty in
relation to such uncertified estimates, and potential investors should not place undue reliance upon
uncertified data. The Company cannot assure investors that the resources estimates as presented in this
document will be recovered in the quantities, qualities or yields expressed in this document. Adverse
changes in economic conditions may render it uneconomical to develop certain hydrocarbon resources.
Moreover, actual production, revenues and expenditures with respect to resources will vary from estimates,
and the variances may be material.
There are numerous uncertainties inherent in estimating quantities and qualities of hydrocarbon resources,
the timing of development expenditures and the projection of future rates of production. The resources
estimates are based on a number of assumptions. Many of the assumptions used in the resources estimates
set forth in this document are beyond the Company’s control and may prove to be incorrect over time. In
particular, the reliability of resources and other estimates is dependent upon:
• the quantity and quality of technical and economic data;
• historical production from an area compared with production from other comparable producing
areas;
• interpretation of geological and geophysical data;
• the quality of the results of test drilling;
• extensive engineering judgments;
• assumptions regarding the availability of oil and gas transportation facilities at the time commercial
production commences;
• the assumptions applied in relation to future crude oil, gas and coal prices and the crude oil, gas and
coal prices actually applicable to the Company’s production;
• the production performance of reservoirs and mines;
• the assumptions applied in relation to the future performance of exploration and production facilities;
• assumptions concerning capital expenditures for exploring, developing and producing reserves;
• the ability of the Company to acquire land (which may be subject to various government regulations)
for exploration and development operations in its blocks and fields, particularly for its CSG
operations;
• whether the prevailing tax rules and other government regulations and contractual conditions will
remain the same as on the dates estimates are made; and
• consistency in the policies of the governments in the countries where the resources and reserves are
located.
The inclusion of resources, reserves and production estimates in this document should not be regarded as a
representation that these amounts can or will be exploited or achieved economically, and nothing herein
31
should be interpreted as assurances of the economic lives of the Company’s reserves or the profitability of
the Company’s future exploration and production activities.
28. The success of the Company’s exploration and production operations depends on its PSCs and similar
arrangements as well as on its relationship with its joint venture partners and its ability to honour supply
agreements. The Company may become liable under the security arrangements if it does not complete the
minimum work commitments in its PSCs.
In addition to its PSCs and other similar arrangements with the Indian Government, the Company has
entered into such arrangements with the governments or government-controlled entities of Australia,
Indonesia, Madagascar, Nigeria and Vietnam (collectively, the ‘‘PSC Government Counterparties’’). The
Company’s PSCs are subject to the rules and regulations or the influence of governmental agencies in the
jurisdictions of the PSC government counterparties that may adversely affect the Company’s ability to
perform or its rights under PSCs. These rules and regulations may affect the Company’s rights by
potentially limiting or precluding the Company from exploring and developing the full acreage provided
for and may also affect the opportunities and obligations under the Company’s PSCs. PSC Government
Counterparties could seek, among other things, to increase the Company’s expenditures or exploration and
development programmes beyond the minimum contractual requirements under the PSCs. In addition, the
Company must comply with certain procedural requirements under its PSCs in order to obtain the
reimbursement of costs incurred under the PSCs. The Company may not be able to recover, or the PSC
Government Counterparties may not approve, reimbursement of all costs incurred under PSCs. The
Company may also be hindered or prevented from enforcing its rights under certain PSCs due to the
doctrine of sovereign immunity.
The Company has not entered into PSC or similar arrangements for some of the Company’s exploration
and production blocks. Though the Ratna Fields in India have been awarded to a consortium comprised of
Essar Oil, Oil and Natural Gas Corporation Limited (‘‘ONGC’’) and Premier Oil Pacific Limited
(‘‘Premier Oil’’), the PSC for Ratna Fields has not yet been executed and is subject to a government approval
process. The Company is also seeking permission from the Government of India to exploit the CSG
potential of the Mehsana Block. While the Company has signed a PSC with the Government of India for
the exploitation of oil and gas in that block, it will be required to enter into a separate contract to be able
to exploit the CSG potential of the block. Moreover, current regulations in India do not permit a licensee
to extract CSG and oil and gas from the same field. There can be no assurance that the PSC for the
Ratna Fields will be executed or if executed, without any change to the material terms, or that the
Company will be permitted to exploit CSG from the Mehsana Block.
Under certain of its PSCs, the Company companies as the operators under the PSCs are obligated to carry
out certain minimum work programmes for the relevant exploration area or block within a certain period
of time. To secure these obligations, the Company has provided its counterparties under the PSCs with
performance bank guarantee equivalents or other security arrangements for the amounts as required
under the respective PSCs or similar agreements for the relevant minimum work programme
commitments. In the event the Company fails to achieve its minimum work programme commitments
stipulated within the requisite time period and it is unable to seek an extension, the relevant counterparty
may collect on the performance bank guarantees towards the incomplete minimum work programme.
In addition, in the course of certain investments in joint ventures where the Company is not the operator
of the relevant exploration and production asset, the Company will be largely dependent on the operating
partner, including for the overall success of the joint venture. the Company also may disagree with actions
proposed to be taken by the operating partner and may be exposed to liability for actions taken by the
operating joint venture partner.
The Company has also entered into a supply contract on a take or pay basis with Matix Fertilisers and
Chemicals Ltd. (‘‘Matix’’) for the sale of CSG from its Raniganj Block beginning in April 2012. Since
Matix is developing a greenfield fertiliser project, there is a possibility that Matix’s plant may face
commissioning delays, which in turn could lead to a delay in the off-take of gas from the Raniganj Block
during such period. In addition, because the Company is required under the contract with Matix to supply
a minimum of 90% of the contracted-for quantity annually, in the event that the Company is unable to
fully comply with its supply obligations following the commissioning of Matix’s plant, the Company would
32
be required to compensate Matix for the difference between the contract price and the price of an
alternative fuel.
29. Recent changes in the regulatory framework in India create additional regulatory uncertainties for the
Company’s activities.
Among other recent developments, the Petroleum and Natural Gas Regulatory Board Act, 2006 (the
‘‘PNGRB Act’’), which became effective in October 2007, provides for the creation of a Petroleum and
Natural Gas Regulatory Board (‘‘PNG Board’’) vested with a number of powers and functions, including
the protection of Indian consumers’ interests by the fostering of fair trade and competition among those
engaged in, or intending to become engaged in, the refining, processing, storage, transportation,
distribution marketing, import and export of crude oil, refined petroleum products and natural gas,
including the laying of pipelines for their transportation; ensuring adequate availability in the Indian
market of crude oil, refined petroleum products and natural gas; monitoring prices and taking corrective
measures to prevent restrictive trade practices in relation to crude oil, refined petroleum products and
natural gas; securing equitable distribution of crude oil and petroleum products; imposing fees and other
charges; and regulating the technical standards and specifications, including safety standards in activities
relating to petroleum products and natural gas. The Company’s activities of refining, storage and
transportation of crude oil and natural gas fall under the jurisdiction of the PNG Board. There can be no
assurance that the rules, regulations and policies of the PNG Board will not include the imposition of
pricing terms for the refining, storage and transportation of crude oil, refined petroleum products or
natural gas that conflict with the Company’s contracts governing the refining, storage and transportation of
these products.
30. Essar Oil is listed on the Bombay Stock Exchange and the National Stock Exchange and is subject to
additional legal and regulatory requirements.
Essar Oil, the Company’s subsidiary which is the company primarily holding its oil and gas business, is
listed on the Bombay Stock Exchange and the National Stock Exchange (together, the ‘‘Indian Stock
Exchanges’’). While the Company holds an indirect economic interest of 86.39% of Essar Oil, and an Essar
Affiliated Company holds a further 3.26%, other public shareholders hold the remaining 10.59% of Essar
Oil Limited. In addition, Essar Oil Limited’s shareholders have passed a resolution, valid until 26 June
2010, permitting Essar Oil to issue equity shares, global depository shares, American depository receipts,
foreign currency convertible bonds or any securities convertible into equity shares in an amount of up to
US$2,000 million.
As a result of being listed on the Indian Stock Exchanges, and given the minority public shareholding,
Essar Oil may be subject to additional legal and regulatory requirements and Essar Oil may require the
prior approval of a particular or specified majority of shareholders and/or regulatory bodies, which may or
may not be forthcoming, prior to taking certain courses of action.
Further, the listing agreement between the Indian Stock Exchanges and Essar Oil may limit the Company’s
ability to increase its equity interest in Essar Oil beyond 90%, since Essar Oil is required to maintain a
minimum public shareholding of 10% of its equity share capital.
Essar Energy plc will consider various options to provide funds to Essar Oil including as debt or equity
however, these options may be subject to provisions of Indian law; for example, Essar Energy may be
unable to provide funds through debt until it has a minimum equity share holding in Essar Oil. In addition,
funds infused as debt into Essar Oil by Essar Energy plc will, inter alia, be subject to certain end use
restrictions.
While Essar Oil has no intention of delisting its shares from the Indian Stock Exchanges, in the event that
Essar Oil proposes to delist its shares from the Indian Stock Exchanges, the process would be subject to
certain conditions being met and an exit opportunity being provided to all the public shareholders of Essar
Oil in accordance with the conditions specified under the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009, as amended, including approval of the public shareholders
by special resolution.
Even after a successful delisting, a number of public shareholders may continue to be shareholders of
Essar Oil and the Company may not be able to effect a squeeze out of the remaining shareholders under
33
Indian law. Thus, the Company may not able to control 100% of Essar Oil in the event that it desires to
increase its shareholding in Essar Oil beyond 90%.
31. The Company operates in heavily regulated industries, where changes in government policy could have a
negative impact.
The power and oil and gas industries in India are heavily regulated. Since 1991, the Government of India
has pursued policies of economic liberalisation, including significantly relaxing restrictions on private
sector involvement in the power, oil and gas and certain other industries. Nevertheless, the role of the
Indian central and state governments in the Indian economy as producers, consumers and regulators has
remained significant. The Government of India under Prime Minister Singh’s leadership since 2004 has
announced policies and taken initiatives that have supported the continued economic liberalisation policies
that have been pursued by previous governments. There can be no assurance that these liberalisation
policies will continue in the future. Government corruption scandals and protests against privatisations,
which have occurred in the past, could slow down the pace of liberalisation and deregulation. The rate of
economic liberalisation could change, and specific laws and policies affecting oil and gas and power
companies, foreign investments, currency exchange rates and other matters affecting investment and doing
business in India could change as well. A significant change in India’s economic liberalisation and
deregulation policies could disrupt business and economic conditions in India generally.
32. Terrorist attacks and other acts of violence could adversely affect financial markets, result in a loss of business
confidence and adversely affect the Company.
Terrorist attacks, such as the recent shooting and bomb attacks in Mumbai in November 2008, the bomb
blasts that occurred in Mumbai on 25 August 2003 and 11 July 2006, the October 2004 bomb blasts that
occurred in North-east India, the World Trade Center attack in New York on 11 September 2001 and the
bomb blasts in London on 7 July 2005, as well as other acts of violence or war, including those involving
India and the United States or other countries, may adversely affect Indian and worldwide financial
markets. India’s neighbour Pakistan is currently experiencing increasingly intense terrorist activities and
fighting. Due to the proximity of Pakistan to the Gulf of Kutch, through which crude oil imported for the
Vadinar refinery is transported, any further deterioration in the situation in Pakistan could adversely
impact the Company’s ability to import oil necessary for the refinery’s operations by sea. The Company
also faces internal security risks with respect to its exploration and production assets and activities in
Assam in north eastern India due to the ethnic unrest in that region, as well as with respect to coal supplies
from its mines located in central India due to the on-going Naxalite unrest in that region. Acts of violence
may result in a loss of business confidence and have other consequences that could adversely affect the
Company’s business, results of operations and financial condition. Travel restrictions as a result of such
attacks may have an adverse impact on the Company’s ability to operate effectively. Increased volatility in
the financial markets can have an adverse impact on the economies of India and other countries.
33. There are certain limitations in India’s property title registration system and other associated risks in relation
to real property.
In contrast to other countries, India does not have a central title registry for real property. Title registries
are maintained at the state and district level and since computerisation of such records began only recently,
may not be available online for inspection. In addition, because it is common practice in some parts of
India (especially in villages) for transfers of title upon deaths of family members and in certain other
circumstances to be made only by mutation in local revenue records, changes in the ownership of land may
not be registered with the relevant land registry in a timely manner or at all. Title registries and local
revenue records may not be updated or complete. As such, legal defects and irregularities may exist in the
titles to the properties on which the Company’s existing facilities and future facilities are located. The
Company’s rights in respect of these properties may be compromised by improperly executed, unregistered
or insufficiently stamped conveyance instruments, unregistered encumbrances in favour of third parties,
rights of adverse possessors, ownership claims of family members of prior owners, or other defects that the
Company may not be aware of. These defects may arise after land is acquired by the Company, and are not
necessarily revealed by a title due diligence, on account of various factors including but not limited to
34
incomplete land records, transactions without registered documents, the decentralised nature of
maintenance of land registries and local revenue records, property-related litigation in India and family
disputes in the sellers’ family. Any defects or irregularities of title may result in litigation and/or the loss of
development rights over the affected property. With respect to projects on leasehold land, revocation/
expiry of the lease and any defect or irregularity in the lessor’s title may result in loss of the Company’s
rights over affected property. For land that is in the process of being acquired, such as the land for the
Essar Power Jharkhand-Tori Power Plant Project, title verification is pending and there can be no
assurance that such land will have clear title.
34. A slowdown in economic growth in India could have an adverse effect on the Company’s business.
The Company’s performance and the growth of the Indian power and oil and gas industries are dependent
on the health and growth of the overall Indian economy. The Indian economy has shown sustained growth
over recent years with gross domestic product (‘‘GDP’’) adjusted for inflation growing at 5.4% in 2009,
7.3% in 2008 and 9.4% in 2007 according to the International Monetary Fund’s World Economic Outlook
Database, October 2009. However, growth in industrial production in India has been variable. Any
slowdown in the Indian economy could have a material adverse effect on the Company’s business.
35. If inflation worsens, the Company’s results of operations and financial condition may be adversely affected.
India has experienced high levels of inflation since 1980. The average annual inflation rate in India from
2005 to 2009 was 7% according to the International Monetary Fund’s World Economic Outlook Database,
October 2009. In the event that inflation remains high, or worsens, certain of the Company’s costs, such as
salaries, travel costs and related allowances, which are typically linked to general price levels, may increase,
and the Company may not be able to recoup these increases through higher refined petroleum product
prices or power tariffs. In addition, the Government of India, to the extent the Government regulates
prices and tariffs in the oil and gas and power industries, may not adjust such prices and tariffs for the
effect of inflation. As a result, high rates of inflation in India could increase the Company’s costs and
decrease its operating margins.
36. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy,
which could have an adverse impact on the Company.
India’s foreign exchange reserves declined, on a balance of payment basis (excluding valuation effects), by
US$20,080 million during the fiscal year 2009, as compared to an increase of US$92,164 million during the
fiscal year 2008. According to the weekly statistical supplement of the RBI Bulletin, India’s foreign
exchange reserves totalled US$284.3 billion as at 8 January 2010. A sharp decline in these reserves could
result in reduced liquidity and higher interest rates in the Indian economy. Reduced liquidity or an
increase in interest rates in the economy following a decline in foreign exchange reserves could have a
material adverse effect on the Company’s results of operations and financial condition.
37. Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact
on the Company’s results of operations and financial condition.
Any downgrade of India’s credit ratings for domestic and international debt by international rating
agencies may have a material adverse effect on the Company’s ability to raise additional financing, and the
interest rates and other commercial terms at which such additional financing is available.
38. An active market for the Shares may not develop, which may cause the price of the Shares to fall.
Prior to the Admission, there had been no public market for the Shares. The Offer Price has been agreed
between the Underwriters and the Company and may not be indicative of the market price for the Shares
following Admission. Although the Company has applied for the Shares to be admitted to trading on the
London Stock Exchange and it is expected that this application will be approved, there can be no assurance
that an active trading market for the Shares will develop or, if developed, that it will be maintained
following the closing of the Offer. If an active trading market is not developed or maintained, the liquidity
and market price of the Shares could be adversely affected
35
40. Significant sales of Shares may affect the trading price of the Shares.
Although Essar Global has agreed not to dispose of any of its holding of Shares for a period of 12 months
from the date of this document, Essar Global may subsequently sell all or part of its holding of Shares. Any
sales of substantial amounts of Shares in the public market, or the perception that such sales might occur,
could materially and adversely affect the market price of the Shares.
41. Shares pledged to banks could be sold if Essar Global defaults under its financing arrangements.
Essar Global has pledged all of the Shares it holds in the Company as security for Essar Global’s
indebtedness under certain financing arrangements. In the event of a default by Essar Global, its lenders
may exercise their rights under the relevant financing arrangements and take ownership of the pledged
shares, which could result in a change of control of the Company.
42. US and other non-UK holders of Shares may be unable to exercise their pre-emptive rights.
In the case of an increase of the share capital of Essar Energy plc for cash, existing Shareholders are generally
entitled to pre-emption rights pursuant to the Companies Act, unless such rights are waived by a special
resolution of the Shareholders at a general meeting or in certain circumstances stated in the Articles. To the
extent that pre-emptive rights are granted, US and other non-UK holders of the Shares may not be able to
exercise pre-emptive rights for their Shares unless Essar Energy plc decides to comply with applicable local laws
and regulations and, in the case of US holders, unless a registration statement under the Securities Act is
effective with respect to those rights or an exemption from the registration requirement thereunder is available.
Essar Energy plc intends to evaluate at the time of any rights offering the costs and potential liabilities
associated with any such compliance or registration statement. At such time, Essar Energy plc also intends to
evaluate the benefits to it of enabling the exercise by US and other non-UK holders of the Shares of the
pre-emptive rights for their Shares and any other factors Essar Energy plc considers appropriate at the time.
On the basis of this evaluation, Essar Energy plc will then make a decision as to how to proceed and whether to
file such a registration statement or otherwise or any other steps necessary to extend the rights offering into the
other jurisdictions (including complying with local law requirements in other jurisdictions). No assurance can
be given that any steps will be taken in any jurisdiction or that any registration statement will be filed to enable
the exercise of such holders’ pre-emptive rights.
36
PART 2
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
Investors should only rely on the information in this document. No person has been authorised to give any
information or to make any representations other than those contained in this document in connection with
the Offer and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Company, the Directors or any of J.P. Morgan Cazenove, Deutsche Bank,
BNP Paribas, Nomura or Standard Chartered. No representation or warranty, express or implied, is made
by any of J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura or Standard Chartered or any
selling agent as to the accuracy or completeness of such information, and nothing contained in this
document is, or shall be relied upon as, a promise or representation by any of J.P. Morgan Cazenove,
Deutsche Bank, BNP Paribas, Nomura or Standard Chartered or any selling agent as to the past, present or
future. Without prejudice to any obligation of the Company to publish a supplementary prospectus
pursuant to FSMA and paragraph 3.4.1 of the Prospectus Rules, neither the delivery of this document nor
any subscription or sale of Shares pursuant to the Offer shall, under any circumstances, create any
implication that there has been no change in the business or affairs of the Company since the date of this
document or that the information contained herein is correct as of any time subsequent to its date.
The Company will update the information provided in this document by means of a supplement hereto if a
significant new factor that may affect the evaluation by prospective investors of the Offer occurs prior to
Admission or if this document contains any material mistake or inaccuracy. The prospectus and any
supplement thereto will be subject to approval by the FSA and will be made public in accordance with the
Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, investors shall have
the right to withdraw their subscriptions made prior to the publication of the supplement. Such withdrawal
must be done within the time limits set out in the supplement (if any) (which shall not be shorter than two
days after publication of the supplement).
The contents of this document are not to be construed as legal, business or tax advice. Each prospective
investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax
advice in relation to any subscription, purchase or proposed subscription or purchase of Shares. In making
an investment decision, each investor must rely on their own examination, analysis and enquiry of the
Company and the terms of the Offer, including the merits and risks involved.
This document is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Company, the Directors or any of J.P. Morgan Cazenove,
Deutsche Bank, BNP Paribas, Nomura or Standard Chartered or any of their representatives that any
recipient of this document should subscribe for or purchase the Shares. Prior to making any decision as to
whether to subscribe for or purchase the Shares, prospective investors should read this document.
Investors should ensure that they read the whole of this document and not just rely on key information or
information summarised within it. In making an investment decision, prospective investors must rely upon
their own examination of the Company and the terms of this document, including the risks involved.
Investors who subscribe for or purchase Shares in the Offer will be deemed to have acknowledged that:
(i) they have not relied on J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura or Standard
Chartered or any person affiliated with any of them in connection with any investigation of the accuracy of
any information contained in this document or their investment decision; and (ii) they have relied on the
information contained in this document, and no person has been authorised to give any information or to
make any representation concerning the Company or the Shares (other than as contained in this
document) and, if given or made, any such other information or representation should not be relied upon
as having been authorised by or on behalf of the Company, the Directors, J.P. Morgan Cazenove, Deutsche
Bank, BNP Paribas, Nomura or Standard Chartered.
None of the Company, the Directors or J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura or
Standard Chartered or any of their representatives is making any representation to any offeree, subscriber
or purchaser of the Shares regarding the legality of an investment by such offeree, subscriber or purchaser.
In connection with the Offer, the Underwriters and any of their respective affiliates, acting as investors for
their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or
related investments in connection with the Offer or otherwise. Accordingly, references in this document to
37
the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, dealing or placing by, the Underwriters and any
of their affiliates acting as investors for their own accounts. Neither of the Underwriters intends to disclose
the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
38
in accordance with accounting principles generally accepted in the United States (‘‘US GAAP’’), audited in
accordance with auditing standards generally accepted in the United States of America (‘‘US GAAS’’), or
auditing standards of the US Public Company Accounting Oversight Board (‘‘PCAOB’’). No opinion or
any other assurance with regard to any financial information was expressed under US GAAP, US GAAS or
PCAOB Standards, and the financial information included in Part 11 ‘‘Financial Information’’ and other
financial information is not intended to comply with SEC reporting requirements. Compliance with such
requirements would require the modification, reformulation or exclusion of certain financial measures and
would not allow for the deviations from IFRS described above. In addition, changes would be required in
the presentation of certain other information. In particular, no reconciliation to US GAAP is provided.
Potential investors should consult their own professional advisers to gain an understanding of the financial
information in Part 11 ‘‘Financial Information’’ and the implications of differences between the auditing
standards noted herein.
All unaudited financial information in this document has been extracted without material adjustment from
the Group’s accounting records.
EBITDA
The Company defines EBITDA as (loss)/profit after tax adjusted for depreciation, non operational
income/expenses, net finance costs and taxes.
EBITDA is not defined by or presented in accordance with IFRS, it is not a measure of performance, and
should not be considered as an alternative to:
• operating income or net income (as determined in accordance with IFRS), or as a measure of
operating performance;
• cash flows from operating, investing or financing activities (as determined in accordance with IFRS),
or as a measure of our ability to meet cash needs; or
• any other measures of performance under IFRS.
EBITDA has limitations as an analytical tool, and an investor should not consider these measures in
isolation from, or as a substitute for, analysis of the Company’s results of operations. Some of the
limitations of EBITDA are that:
• it does not reflect the Company’s cash expenditures or future requirements for capital expenditure or
contractual commitments;
• it does not reflect changes in, or cash requirements for, the Company’s working capital needs;
39
• it does not reflect the significant interest expense, or the cash requirements necessary to service
interest or principal payments in respect of any borrowings;
• although depreciation and amortisation are non-cash charges, the assets being depreciated and
amortised will often have to be replaced in the future, and EBITDA does not reflect any cash
requirements for such replacements;
• other companies in the Company’s industry may calculate these measures differently from how the
Company does, limiting their usefulness as a comparative measure; and
• they do not reflect gains and losses in commodities and foreign exchange, part of which impact
earnings.
EBITDA may not be indicative of the the Company’s historical operating results, nor is it meant to be a
projection or forecast of future results.
The Directors believe that EBITDA is a measure commonly reported and widely used by investors in
comparing performance without regard to depreciation, which can vary significantly depending upon
accounting methods, interest expense or taxation, or non-operating factors. EBITDA has been disclosed in
this document because it is used by management in determining the Group’s core performance and the
Directors believe that it permits a more complete and comprehensive analysis of the Company’s operating
performance.
The following table reconciles (loss)/profit after tax to EBITDA for the periods indicated:
Nine months ended
Year ended 31 March 31 December
2007 2008 2009 2008(1) 2009
(US$ in million)
(Loss)/profit after tax . . . . . . . . . . . . . . . . . . . . . . . . (25.6) (84.9) (167.0) (254.1) 119.7
Depreciation and amortisation . . . . . . . . . . . . . . . . . . 13.2 30.5 108.7 84.6 89.9
Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.7 44.9 259.7 191.6 215.7
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.9) (33.5) (77.7) (129.0) 27.6
Other non operational income . . . . . . . . . . . . . . . . . . — — — — (19.8)
EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.4 (43.0) 123.7 (106.9) 433.1
Power business . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.8 101.0 133.3 97.6 120.8
Oil & gas business . . . . . . . . . . . . . . . . . . . . . . . . . (9.4) (144.0) (9.6) (204.5) 312.3
Power business EBITDA margin(2) . . . . . . . . . . . . . 43.8% 43.4% 51.2% 50.7% 61.3%
Oil & gas business EBITDA margin(2) . . . . . . . . . . . (9.8)% (103.0)% (0.1)% (3.0)% 5.7%
(1) Unaudited
(2) EBITDA margin is calculated by dividing EBITDA by sales of goods, expressed as a percentage.
40
The following table reconciles revenue from the refining segment to GRM for the periods indicated.
(1) Includes results of the Vadinar refinery following commencement of commercial production on 1 May 2008.
(2) Represents the gross sales tax incentives received less the costs of social contributions required to be made by the Company as a
condition of receiving the benefit.
Currency presentation
Unless otherwise indicated, all references in this document to:
• ‘‘Canadian dollars’’ or ‘‘C$’’ are to the official currency of Canada;
• ‘‘euro’’ or ‘‘A’’ are to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended;
• ‘‘pounds sterling’’ or ‘‘£’’ are to the official currency of the United Kingdom;
• ‘‘rupees’’ and ‘‘Rs’’ are to Indian rupees, the official currency of the Republic of India; and
• ‘‘US dollars’’ or ‘‘US$’’ are to the lawful currency of the United States.
The Company prepares its financial statements in US dollars. Certain Essar Energy plc group companies,
including Essar Oil, prepare their financial statements in other currencies, including rupees. Solely for
convenience, the Company has presented certain amounts denominated in Indian rupees in this document
using a constant currency translation at the rate of Rs. 46.68 : US$1.00, the exchange rate prevailing as of
31 December 2009.
The basis of translation of foreign currency for the purpose of inclusion of the financial information set out
in Part 11 ‘‘Financial Information’’ is described in that Part. Information derived from this financial
information set out elsewhere in this document has been translated on the same basis.
41
Year conventions
For Indian tax purposes, the year-end is 31 March. References in this document to, for example, 2008/09
are to the tax year ended 31 March 2009.
Rounding
Certain data in this document, including financial, statistical, and operating information has been rounded.
As a result of the rounding, the totals of data presented in this document may vary slightly from the actual
arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to
100%.
42
Reports or the Mehsana Report or on the ability of the Oil and Gas Expert Reports or the Mehsana
Report to predict actual reserves or resources. The basis of preparation for the Oil and Gas Reports and
the Mehsana Report is set out in more detail in each of these reports.
Where reserves and resources are shown in barrels of oil equivalents or mmboe (million barrels of oil
equivalents) natural gas reserves have been converted at the rate of 6 bcf equivalent to 1 mmboe.
43
indicated, expressed, or implied in such forward-looking statements. Please refer to Part 1 ‘‘Risk Factors’’
for further confirmation in this regard.
The forward-looking statements contained in this document speak only as of the date of this document.
The Company, the Directors, J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura and Standard
Chartered expressly disclaim any obligation or undertaking to update these forward-looking statements
contained in the document to reflect any change in their expectations or any change in events, conditions,
or circumstances on which such statements are based unless required to do so by applicable law, the
Prospectus Rules, the Listing Rules, or the Disclosure and Transparency Rules of the FSA. Investors
should note that the contents of these paragraphs relating to forward looking statements are not intended
to qualify the statements made as to sufficiency of working capital in this document.
Available information
For so long as any of the Shares are in issue and are ‘‘restricted securities’’ within the meaning of
Rule 144(a)(3) under the US Securities Act, the Company will, during any period in which it is not subject
to Section 13 or 15(d) under the US Securities Exchange Act of 1934 as amended, (the ‘‘US Exchange
Act’’), nor exempt from reporting under the US Exchange Act pursuant to Rule 12g3-2(b) thereunder,
44
make available to any holder or beneficial owner of a Share, or to any prospective purchaser of a Share
designated by such holder or beneficial owner, the information specified in, and meeting the requirements
of, Rule 144A(d)(4) under the US Securities Act.
45
PART 3
DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS
46
47
PART 4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFER STATISTICS
Latest time and date for receipt of indications of interest under the Offer . . 5.00pm on 30 April 2010
Announcement of Offer Price and allocation . . . . . . . . . . . . . . . . . . . . . . . 30 April 2010
Commencement of conditional dealings on the London Stock Exchange . . . 8.00am on 4 May 2010
Admission and commencement of unconditional dealings on the London
Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00am on 7 May 2010
CREST accounts credited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 May 2010
It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such
dealings will be at the sole risk of the parties concerned.
All times are London times. Each of the times and dates in the above timetable is subject to change
without further notice.
Offer statistics
48
PART 5
INDUSTRY OVERVIEW
OVERVIEW
Expected Growth in the Indian Economy
According to the Central Intelligence Agency World Factbook, India, the second most populous country in
the world with a population of over 1.16 billion people, had a GDP on a purchasing power parity (‘‘PPP’’)
basis of approximately US$3,561 billion in 2009.
According to the International Monetary Fund, India’s GDP grew at a CAGR of 8.2% during the
five-years ended 31 March 2008. According to IMF estimates, India’s GDP will continue to maintain a 6%
to 8% growth rate, surpassing 10% by 2014. This makes India one of the fastest growing large economies in
the world. While the growth rate has decreased in the past year, this decrease is mainly due to the global
economic contraction and deterioration in the global financial markets. The Planning Commission of
India’s 11th Plan (tax year 2007/08 to 2011/12) aims at a sustainable GDP growth rate of 9.0% from
2007/08 to 2011/12.
Base Case
Optimistic Demand Scenario
11% 11%
10-11%
8-9%
4-5%
1-2%
49
In 2008, India accounted for 3.4% of the world’s consumption of crude oil and 1.4% of the world’s
consumption of natural gas according to the BP Statistical Review of World Energy, June 2009.
Per capita energy consumption World per capita GDP and car ownership levels
(2005-2030)
Oil (bbl/y)1 %Growth (2010E -2015E) (for oil) Power (kwhpa)2
+x%
%Growth (2007A -2015E) (for power)
20 +2% 10,000
+3%
15.67 7,679
8,000
15
6,000
10
+2% +69%
+54% 4,000
4.84 2,380 2,010
5 +12%
+7% 2,000
2.35 +17%
0.87 446
0 0
OECD World China India
Average 8APR201021305214 30MAR201015142860
(1) Source: EIA 2009 Source: KBC
During the five-year period ended 31 March 2009, the CAGR of refined petroleum product demand in
India was 4.4% according to MoPNG Statistics 2008-09, as compared to the GDP CAGR of 8.2% for the
same period, as reported by the International Monetary Fund. The lower growth in demand compared to
GDP growth is largely attributed to disproportionately high growth in the less-power-intensive service
sector relative to more-power-intensive sectors such as heavy industry and agriculture. Nonetheless, the
Government of India expects demand for oil in India to reach 226 mmt in 2014-15 and 368 mmt in 2024-25
as these more energy-intensive industries expand. (Source: Integrated Energy Policy, Planning
Commission, Government of India, August 2006.)
On a per capita basis, energy consumption in India is relatively low in comparison to much of the world. In
2008 India’s per capita energy consumption was 347 kilograms of oil equivalent, as compared to a world
average of approximately 1,637 kilograms of oil equivalent. (Source: Petroleum Planning Analysis Cell
(‘‘PPAC’’) Ready Reckoner.)
Presently India is heavily dependent on imports to meet its crude oil requirements. As a result of marginal
declines in domestic oil production, coupled with an increase in domestic demand in recent years, crude
imports account for around 79% of total oil consumption (Source: KPMG-Oil and Gas Sector Overview in
50
India 2009). The domestic production of crude oil in India during 2008/09 were approximately 34 mmt
while crude oil imports were approximately 128 mmt. (Source: PPAC, Government of India.)
Overview
Prior to India’s independence, power generation and supply was mainly in the hands of the private sector
and largely restricted to urban areas. After independence, the Government of India felt the need to
broaden the power supply base in order to stimulate growth throughout the country. The Electricity
(Supply) Act, 1948 was the first step towards the modern power infrastructure in India. This act mandated
the creation of State SEBs. More recently, the Electricity Regulatory Commission Act, 1998, provided for
the creation of the CERC and the SERC. These commissions were given the power to determine energy
tariffs. However, the Electricity Act, 2003 resulted in the repeal of the previous regulatory framework,
including the Electricity (Supply) Act, 1948.
The Electricity Act, 2003 (the ‘‘Electricity Act’’) was the watershed act in the power sector reforms process.
It consolidated all previous policies, thereby streamlining the power sector. The Electricity Act seeks to
facilitate competition and contains provisions for changes in the regulation of generation, transmission and
distribution.
With the passage of the Electricity Act generation became fully delicensed. For thermal generation, as per
Section 7 of the Electricity Act —‘‘Any generating company may establish, operate and maintain a
generating station without obtaining a license under this Electricity Act if it complies with the technical
standards relating to connectivity with the grid’’.
Salient features of the Electricity Act for generation are:
• No license required for generation
• Competitive bidding for all procurement of power by long-term distribution licensees
• Captive generation and sale of power to third parties was set out
• Facilitating direct access to large retail consumers through open access in transmission and
distribution
After 2003, the National Tariff Policy in 2006 (‘‘NTP’’) replaced cost plus tariff for private projects with
tariff based on competitive bidding. Competitive bidding was adopted as the only mechanism for long term
power procurement by distribution licensees in a phased manner.
51
The main responsibilities of each SERC are to determine the tariff for generation, supply, transmission
and wheeling of electricity, whole sale, bulk or retail sale within the State; to issue licenses for intra-State
transmission, distribution and trading; and to promote co-generation and generation of electricity from
renewable sources of energy. (Source: Ministry of Power.)
Note: In the period between the VIth and VIIIth Plans, there were annual plans. No 5 Year Plan was presented on account of the
political situation.
52
Planning Commission estimate of investment in the XIth Plan Period (INR billion)
Power
SEZ
Roads
Railways
Urban Infra
Irrigation
Ports
Pipeline
Airports
The New Coal Distribution Policy for the XII plan will introduce a point based system for coal linkage Plants with unit sizes smaller than 660 MW
allocation. Priority for coal linkage allocation will be assigned according to a points system, out of a (which are not viable for super-critical
Fuel – potential maximum of 100 points. Projects using supercritical technology will get 20 points. Of the technology) and plants with limited progress on
Coal Linkage remaining 80 points, as much as 50 will be based on the status of land acquisition, 20 for projects land acquisition may find it relatively more
located at pit heads and the balance for generation plants using sea water instead of fresh water. difficult to get coal linkage allocation.
8APR201008054833
The New Coal Distribution Policy for the XIIth Plan will give supercritical projects — plants with unit sizes Plants with unit sizes smaller than 660 MW
of 660 MW and above — a 20 point advantage in the allocation process for coal linkage. The preference (which are not viable for super-critical
Technology is aimed at helping the country launch a supercritical power programme along the lines of similar efforts technology) may find it relatively more difficult
in the US, Japan, Germany, South Korea and Russia. to get coal linkage allocation.
8APR201008054971
The Union Budget for the year 2010-11 proposes to introduce a competitive bidding process for If this implemented it may potentially ease fuel
Fuel – allocating coal blocks for captive mining to ensure greater transparency and increased participation from availability issues and enhance fuel security for
Captive coal both public and private sectors in production from these blocks. The Government proposes to take steps coal-fired power plants.
blocks to set up a ‘Coal Regulatory Authority’ to facilitate resolution of issues like pricing of coal and
benchmarking of standards of performance.
8APR201008055105
The National Tariff Policy mandates that all future requirements of power of distribution companies will be If implemented, this may expand the market for
Competitive met through competitive bidding. Currently, plants owned by Centre and State Government entities are private sector developers.
Bidding exempt from competitive bidding. However all plants by Central Government and State Government with
post 2011 commercial operation date post 2011 will also be subject to the competitive bidding guidelines.
8APR201008055235
• To facilitate integration of electricity markets, enhance open access and encourage competition, This method of pricing may have implications
CERC has introduced a draft regulation (which is yet to be implemented) on transmission pricing on the location choices for a power plant. If this
which proposes a new mechanism on sharing of inter-state transmission charges and losses. CERC regulation is implemented, generators are likely
has propose replacing the ‘Regional Postage Stamp’ method with the ‘Point of Connection (PoC)’ to prefer to set up power plants in those
system. regions where the charge for the generator
Transmission
• Under this system, a generator node would be required to pay a single charge based on its location node is lower.
Pricing in the Grid to gain access to a demand customer located anywhere in the country. Similarly, a
27APR201020411410 demand node would be required to pay a single charge to get access to any generator in the Grid.
In the same node, the charges for the consumer and the generator would be different.
• If this pricing method is adopted it is expected to result in more efficient pricing of transmission
charges and have an impact on decisions on location of power plants.
Source: KPMG
53
Overview
The following diagram provides an overview of the structure of the Indian power industry:
agriculture
domestic
(32Wh) commercial
industrial and
CPSUs Powergrids Energy available and sold other end-users
Generation
Overview
Generation generally refers to the bulk production of electric power for industrial, commercial, residential
and rural use. Currently, under Indian law, any generating company can establish, operate and maintain a
generating station if it complies with the technical standards relating to connectivity with a grid. Approvals
from the Central Government and state governments and the techno-economic clearance from the CEA
are no longer required except for hydroelectric projects. Generating companies are now permitted to sell
electricity to any licensees and, where permitted by the respective state regulatory commissions, to
consumers.
54
The following graph sets forth a summary of India’s energy generation capacity in March 2009 in terms of
fuel source and ownership:
Capacity break-up by sector: Total 148 GW Capacity break-up by fuel: Total 148 GW
as of March 2009 as of March 2009
Private Others
15% 13%
Centre
33%
Coal
52%
Hydro
25%
State
52%
Gas
10%
Public Sector
30MAR201016082426
Demand-Supply Overview
The Indian power sector has historically been characterised by supply shortages, a situation that has been
worsening over the past three decades, particularly since the enactment of the Electricity Act. In 2008/09,
India’s power demand exceeded supply by 86 TWh, or 12.48% (Source: A.T. Kearney). The following table
sets forth the historical power supply and demand trend in India from 1980 through 2009:
Power
BUs Pre-liberalization Early liberalization
reform
Demand
800 775
489
500 6.1%CAGR
6.8% CAGR
400 462
300 8.1%CAGR
221
200
7.0%CAGR
204
101
100 7.9%CAGR
95
55
GW
79
110
32
290 Peak
Requirement
211
180
148
Base
Requirement
Installed Capacity - Shortfall - 2008-09 Installed Capacity Additional capacity Total Capacity Total Capacity
2008-09 Requirement
2008-09
required by 2016-17 Requirement by
2015-16 30MAR201016082866
Requirement by
2015-16
Source: Demand Projections by 17th EPS, CEA—Power Sector at a Glance December 2008,
Installed capacity requirement projection based on Infraline, KPMG Analysis
Installed Capacity 2008-09—CEA
Installed capacity as of 31.12.2009—CEA
Installed Capacity requirement is the capacity required to serve demand. The capacity required to serve a
certain demand is greater than the actual demand to account for plant availability and reserve
requirements. Historically, peak demand met as a percentage of installed capacity is 66% (average over the
last years)—which implies that only 66% of installed capacity was available to meet the peak demand.
(This is mainly due to plant availability and reserve requirements). Going forward, with more new capacity
being added, this ratio has been assumed to gradually improve to 70%. Therefore the installed capacity
required to meet the demand of 203 GW is 290 GW (Source: KPMG).
450
188 Announced
400
Capacity
350
300
100
148 Installed capacity
50 148
as of 2008-09
0
2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 Total* Break-up
(2015-16)
Installed Base Expected Announced 30MAR201016082569
Source: Installed capacity: CEA. Installed capacity as on 31.12.2009 has increased to 156 GW
Supply Addition. KPMG Analysis, Company Information, Press Notes, Infraline
Announced capacity refers to planned capacity announced by central, state and private sector entities.
Total capacity additions announced up to the 2016 fiscal year is approximately 293 GW, but historically
actual capacity additions has lagged announced. Hence progress on key milestones (securing financing,
56
fuel supply agreement, land acquisition, water availability, clearances and equipment orders) is an
important indicator of likelihood of capacity addition.
Approximately 105 GW of capacity is showing signs of progress on some or all of the following milestones
as per publicly available information: a) secured committed financing b) land acquired / acquisition under
progress c) fuel supply agreement signed d) water availability ensured, other clearances and NOCs
obtained and e) order for equipment placed. If this 105 GW of capacity comes on-line it will take the total
installed base to 261 GW by 2015-16. The additional 188GW of announced capacity—for which there is no
publicly available information on progress—has been equally distributed in the chart above across the
seven years from 2009-10 to 2015-16 (around 27GW per year) as there is limited publicly available
information on their expected / scheduled commercial operation date (Source: KPMG).
Private-Sector Participation
The private sector is expected to play a much larger role in the provision of power in coming years than in
the past. Of the 113 GW with visible signs of progress from April 2009, 58 GW is expected to be added by
the private sector. 8 GW of the 113 GW has been commissioned by 31 December 2009 of which 3.5 GW
was added by the private sector. Based on these figures, the private sector will account for over 50% of the
installed MW capacity additions over the next five years. 20 GW of the announced private sector capacity
addition has shown progress on all key milestones outlined in the previous paragraph.
100
58
80 Private
Sector
60 113
40
55
Public
20 Sector
0
Total Expected Capacity by 2015-16 Sector30MAR201016273448
Source: Infraline, Company websites, press reports
Note: 113 GW includes 8 GW added in Q1, Q2 and Q3 of 2009-10
Source: KPMG
Fuel Resources
India is expected to rely on a variety of energy sources in meeting the growing demand for power, with
coal-fuelled thermal generation continuing to dominate.
Thermal Power
Thermal plants can be fuelled with coal, lignite, natural gas or liquid fuel. Based on the total installed
power generation capacity in India as of 28 February, 2010, coal-fuelled thermal plants accounted for
52.4% of the total available thermal capacity (Source: CEA)
India’s geological resources of coal stood at 267 billion tonnes as of 1 April 2009, with approximately 87%
of these consisting of non-coking grade primarily used for power generation. The geographical distribution
57
of these coal reserves was across the states of Jharkhand, Madhya Pradesh, Chhattisgarh, West Bengal,
Orissa and Andhra Pradesh. (Source: Government of India, Ministry of Coal.)
The use of imported coal with high calorific value and low ash content may be the preferred fuel choice for
coastal thermal power plants in the Indian states of Tamil Nadu, Gujarat, Maharashtra, Karnataka and
Andhra Pradesh, depending on how competitively imported coal prices compare to domestic coal prices.
India’s geological reserves of lignite, or brown coal, are approximately 38.3 billion tonnes, according to the
Working Group Report of the 11th Planning Commission. These reserves are found primarily in the states
of Tamil Nadu, Rajasthan and Gujarat. Since lignite’s low energy density makes it inefficient to transport
over long distances, it is typically used for power generation at pithead generating stations, or stations
located near these reserves.
Natural gas is increasingly used in combined-cycle gas turbine power stations due to the high efficiencies
resulting from the use of these advanced gas turbines.
Hydroelectric Power
Hydroelectric power generation is based on the sustainable development of river basins. The hydroelectric
potential of a river basin forms an integral part of the electric power supply industry.
As per CEA, India has hydroelectric power potential of about 148 GW. However, only 25% of this
potential (36 GW in total) has been developed and only about 10–15 GW of this is under construction.
Overall, about 70% of the exploitable power potential is yet to be developed.
Wind Power
India’s wind power development programme was initiated in 1983/84. India now ranks fourth in the world
after Germany, the United States and Spain in wind power generation. According to the Ministry of Non-
Conventional Energy Sources, the supply of wind power that can be exploited technically and economically
in India is about 13,000 MW, while India’s total wind power generation potential is around 45,000 MW.
According to the Ministry of New and Renewable Energy’s press release dated 13 July 2009, India’s
current wind power installed capacity is 10,242 MW, with the majority of this capacity being achieved
through private investment. The unit capacity of wind power generators presently range from 225 kW to
2 MW.
58
used only during periods of high demand for power. Typically, peaking units are selected for areas of
relatively low-load factors or high volatility in load demand. Intermediate facilities have cost and usage
characteristics in-between those of base-load and peaking facilities.
The availability goals of all units are driven by ‘‘in-market’’ availability, defined as availability during
periods when power prices are significantly above the variable cost of producing power at the facility.
In order to facilitate the development of the electricity market, the Indian Ministry of Power has issued
guidelines for the development of MPPs as well as regarding which coal linkage/captive coal block
allotments would be available for MPPs. Under these guidelines, MPPs up to a capacity of about 1000 MW
would be provided coal linkage and captive coal blocks. These may also be provided to MPPs with
capacities in the range of 500 MW to 1000 MW.
The Working Group Report of the 11th Planning Commission estimates that approximately 10,000 MW to
12,000 MW of capacity will be developed through this MPP initiative. The National Electricity Plan
anticipates that capacity additions from this initiative will further contribute to India’s economic
development and to more reliable sources of power and greater spinning reserves and most importantly,
would promote increased competition in the electricity market.
59
companies located in those states. (Source: KPMG) These projects are being developed on a ‘‘Build, Own,
and Operate’’ basis. As the promotion of competition is one of the key objectives of the Electricity Act and
as a result of the legal provisions regarding procurement of electricity by distribution companies, the
identification of project developers for these projects is conducted on the basis of tariff-based competitive
bidding. Guidelines for the determination of the tariff for procurement of power by distribution licensees
were promulgated in January 2005 under the Electricity Act. The Power Finance Corporation Limited
(‘‘Power Finance Corporation’’), a PSU under the Indian Ministry of Power, has been identified as the nodal
agency for this initiative.
Trading
Historically, the main suppliers and consumers of bulk power in India have been the various government-
controlled power generation and distribution companies, which typically contracted power on a long-term
basis by way of PPAs with regulated tariffs. However, to encourage the entry of mega power plants and
private sector investment in the power sector, the Electricity Act recognised power trading as an activity
distinct from generation, transmission and distribution and has facilitated the development of a trading
market for electricity in India by providing for open access to transmission networks for normative charges.
The Electricity Act classifies trading in electricity as a licensed activity. Trading has been defined as the
purchase of electricity for resale. Resale may involve the wholesale supply of electricity (i.e. purchasing
power from power producers and selling to the distribution licensees) or retail supply (i.e. purchasing
power from power producers or distribution licensees for sale to end consumers).
The Indian Energy Exchange (‘‘IEX’’) is India’s first national automated and online electricity trading
platform. IEX is a demutualised exchange that facilitates efficient price discovery and price risk
management in the power trading market. IEX seeks to accelerate the modernisation of electricity trading
in India by enabling trading through an online platform. It offers a broader choice to generators and
distribution licensees for the sale and purchase of power by facilitating trade in smaller quantities. IEX
also enables participants to precisely adjust their portfolios as a function of consumption or generation.
(Source: www.iexindia.com.) On 9 June 2008, IEX received CERC approval to commence operations.
Power Exchange India Limited (‘‘PXIL’’) is a fully electronic, nation-wide exchange for trading of
electricity. It has been promoted by two of India’s leading Exchanges, the National Stock Exchange and the
National Commodities & Derivatives Exchange Ltd. PXIL aims to provide transparent and fair price
discovery mechanisms which can signal massive potential investments into the Indian Power Sector. PXIL
received regulatory approval from CERC on 30 September 2008 to begin operations and successfully
began its operations on 22 October 2008. (Source: http://www.powerexindia.com/index.html.)
With the aid of the reforms, the volume of power traded, as well as its traded price, has grown rapidly over
the last few years. The following graphic shows the increasing volume of power traded for the periods
indicated:
20,965
20,000
15,023
14,188
15,000
11,846
11,029
10,000
5,000
0
2003-04 2004-05 2005-06 2006-07 30MAR201016083308
2007-08
Source: http:www.corcind.gov.in.
60
Historically, prices in the short term merchant market appear to be linked to the demand-supply situation
and the corresponding deficit or surplus. In order to arrive at price ranges for short term power, it is
necessary to understand the supply-demand conditions which shall prevail in India over the forecast period
(2011-14). The approach included:
• Supply addition estimates for the period 2010-11 to 2013-14, with various scenarios for supply addition
• Estimation of installed capacity requirement to meet demand from 2010-11 to 2013-14
• Estimation of short-term power price ranges for the period 2010-11 to 2013-14.
18% 8
5
10%
4
8%
3
6%
2
4%
2% 1
0% 0
Apr-07
Jun-07
Aug-07
Oct-07
Dec-07
Feb-08
Apr-08
Jun-08
Aug-08
Oct-08
Dec-08
Feb-09
Apr-09
Jun-09
Aug-09
Oct-09
Dec-09
Tariffs
Tariffs for independent power products are governed by PPAs between power generation companies and
utilities. Tariffs for state-sector generators are regulated by the SERCs. The Electricity Act empowers the
CERC to set tariffs for generating companies owned or controlled by the Government of India as well as
for other entities with interstate generation and transmission operations.
The NTP, enacted by the Government of India in January 2006 and amended in March 2008, has facilitated
reforms of the power sector by providing guidelines for multi-year tariffs, the rate of return for generation
and transmission projects, tariff modalities for utilities, subsidies to consumers and cross-subsidy
calculations. However, these guidelines are not applicable if the tariff is fixed through a transparent
bidding process.
Transmission
Transmission infrastructure
The transmission network in the country is divided into five regional grids—Northern, Western, Southern,
Eastern and North-Eastern The key objective of the national grid development is to enable transfer of
power from power surplus regions to those regions with a power deficit. With the Electricity Act 2003
mandating open access to allow for trading of power, the demand for transfer of power has increased.
PGCIL is responsible for the construction and operations and maintenance of the interstate transmission
system and the operation of regional power grids. PGCIL is working towards a national Indian grid, and its
activities and short-term objectives are revised every 5 years as part of the National Electricity Plan.
Phase I of the national grid was completed in 2002 (IXth Plan) which created an inter-regional capacity of
5,050 MW. Phase II of the national grid was completed in 2007 (Xth Plan). At the inter-state level, PGCIL
and DVC have made a combined investment of an estimated Rs. 186 billion (US$3,984.6) during the Xth
Plan period. At the intrastate level, another Rs. 250 billion (US$5,355.6) was invested by State
61
Transmission Utilities during the same period. The transmission network in India has grown from 52,034
ckt km at the end of the VIth Plan period to 198,410 ckt km at the end of the Xth Plan period.
350000 ~4X
293,3
300000
250000
198,4
200000 152,2
117,3
150000
81,08
100000 52,03
50000
0
VI Plan VII Plan VIII Plan IX Plan X Plan XI Plan -
target
765 kV HVDC 400 kV 220 kV 30MAR201016083159
The XIth plan
The XIth Plan envisages an addition of 23,600 MW and further 21,000 MW is estimated as being added by
2014-15. During the XIth Plan period, the total fund requirement for development of transmission
infrastructure is estimated to be in the region of Rs. 1,400 billion (US$30 billion). Of the total expenditure
requirement, an estimated Rs. 750 billion (US$16.1 billion) is required for creation of inter-state
transmission capacity. Rs. 195 billion (US$4.2 billion) of this Rs. 750 billion requirement is expected to be
contributed by the private sector.
60000
50000
40000
30000
20000
10000
0
X Plan XI Plan 2014-15
62
Due to the inability of CIL to meet the coal requirements for the planned power projects, India will
Fual
require — 140 MT of imported coal by 2012 to meet its coal requirements. The power sector, being the
Availability largest consumer of coal will be affected significantly by fuel non-availability.
8APR201008111475
8APR201008111618
Land Acquisition poses an increasingly significant challenge in the Indian Power sector. Power plants
and utilities may face constraints and delays regarding the availability of land and obtaining the
Land requisite environmental and other clearances for projects.
In case a captive coal block is involved, apart from clearances, there are issues around damage to
forest cover, security issues etc.
8APR201008111753
A number of clearances are required before the developer can start construction work on the project
Clearances and/or the mine. These get further hampered due to R&R issues.
8APR201008111896
Shortage in manpower will impact timely execution on projects, especially given that a large number of
new entrants in power generation are players with unrelated existing businesses (e.g. Athena is financial
Man Power
services firm planning to enter the generation sector).
Shortage The working group report on infrastructure also estimates shortages in manpower requirement in power
8APR201008112027 generation to the tune of 10,000 personnel across levels.
Source: KPMG.
With the widening gap between demand for and production of crude oil in recent years, India is
increasingly becoming a significant net importer of crude oil.
63
The following table sets forth the total domestic production of natural gas during the 13-year period ended
31 March 2008, all of which was consumed domestically.
Total domestic
production of
Year ended 31 March natural gas
(billion cubic
meters)
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.6
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.3
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.4
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.4
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.5
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.5
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.7
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.4
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.0
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.8
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.2
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.7
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.3
With the commissioning of the Dahej Petronet LNG regasification terminal, LNG imports into India
commenced in early 2004. (Source: Petronet LNG)
64
interest of conserving mineral oils, restrict the amount of petroleum or natural gas that is produced by a
lessee in a particular field.
After a decade of private-sector participation, ONGC and Oil India Limited (‘‘OIL’’) account for 86% and
75% of total domestic oil and gas production, respectively. (Source: MoPNG, Government of India.)
While total domestic production in India has been relatively flat in the past few years, a number of recent
discoveries have been made in various exploration blocks in India. The potential for future discoveries
could be high in light of the Indian Directorate General of Hydrocarbons’ assessment that significant
portions of the Indian sedimentary basins are either ‘‘unexplored’’ or ‘‘poorly explored’’.
Given the substantial gap between supply and demand in the energy sector in India and the limited amount
of crude oil and natural gas reserves globally, the Government of India has increasingly focused its
attention on alternate hydrocarbon extraction technologies such as underground coal gasification and gas
hydrates. CSG is natural gas derived from coal that is extracted by depressurisation. The Government of
India had awarded 26 CSG blocks as of March 2009 and is expected to continue to encourage domestic
and foreign companies to pursue CSG opportunities in India in the future. Under the CBM IV Licensing
Round, 26 bids were received for eight of the ten blocks on offer. Out of these eight blocks, seven blocks
received multiple bids. A total of 19 companies, comprising three foreign companies and 16 domestic
companies, participated in this round. (Source: KPMG Oil and Gas Sector Overview in India 2009.)
REFINING IN INDIA
Overview
Unless indicated otherwise, the market and competitive data in this section has been extracted without
material adjustment from a report prepared by KBC.
The Government of India created the Petroleum and Natural Gas Regulatory Board (‘‘PNGRB’’) effective
1 October 2007, to provide a regulatory mechanism in the petroleum sector. The PNGRB regulates the
refining, processing, storage, transportation, distribution, marketing and sale of petroleum, petroleum
products and natural gas. The PNGRB is mandated to carry out a number of policy objectives, including
the protection of consumers’ interests, the authorisation of common carriers and the establishment of rates
for pipelines, ensuring the adequate availability of petroleum products, the monitoring of prices and
65
distribution of petroleum products and the establishment of technical standards for the production and
distribution of petroleum products.
According to PPAC, the Indian crude oil refining sector consists of ten companies operating a total of 20
refineries, with a combined annual installed throughput capacity, as of 31 March 2009, of approximately
178 mmtpa (following the commissioning of Reliance Petroleum Limited’s new refinery with an annual
installed capacity of 29.0 mmt on 15 March 2009). With the exception of the Reliance refineries and the
Company’s Vadinar refinery, all of India’s domestic refiners are public-sector enterprises.
The three Indian government-owned national oil companies, IOCL, BPCL and HPCL, continue to
dominate the refined petroleum product retail sector in India, accounting for approximately 92% of total
retail petrol stations as of 1 April 2009. (Source: PPAC and MoPNG.) Domestic private-sector companies
account for the majority of the remainder of the sector.
† Mumbai, Kolkata, Chennai, Bangalore, Hyderabad, Ahmedabad, Pune, Surat, Kanpur and Agra
Refined products
Oil refining is primarily a margin-based business in which a refiner’s goal is to optimize the refining
processes and yields of all products in relation to feedstocks used. In a simple refinery, a greater
percentage of the end products are less valuable heavy products such as fuel oil, long residue and bitumen.
Complex refineries generally produce a lower percentage of these heavy products and produce a higher
percentage of light products such as LPG, naphtha and gasoline and middle distillates such as kerosene
and diesel.
66
Source: PPAC.
Others include ATF (Aviation Turbine Fuel), LDO (Light Diesel Oil), Bitumen, Petcoke and Lubes.
As the table shows, automotive fuels, including diesel (in particular HSD) and motor spirits, account for a
significant portion of refined petroleum products sold domestically; approximately 47% of the total sales of
refined petroleum in India for the year ended 31 March 2009.
67
30MAR201015202649
Source: KBC
68
30MAR201015203637
Source: KBC
In absolute terms, global oil demand is expected to rise by 12 million bbl/d over the next decade from
85.8 million bbl/d in 2010 to 97.8 million bbl/d by 2020. The rising demand prospects in Asia, led by China
and India, see the locus of refined products markets shifting further east. While in the west, transport fuel
demand is expected to be flat and fuel oil demand is expected to fall, Asian markets are expected to lead
the global recovery, with 60% of oil demand growth over the next decade coming from Asia and much of
the rest of it coming from the Middle East and the developing south. The trend intensifies over the decade
from 2020 to 2030. Global demand growth will slow to only 6.4 million bbl/d, but more than 72% of this
growth will be realised in the Asia-Pacific region. By contrast, both North American and European
demand is expected to remain static for the next 15 years, after which it enters into a period of slow
decline.
Recent strength in Indian product demand has given strong signals for robust growth in the near-term,
although it is anticipated that the development of India’s gas resources may eventually have a partial
substitution impact on certain refined products, such as naphtha (fertilizer feed stock), furnace oil and low
sulphur heavy stock as fuels burnt for heat generation in the manufacturing industry.
It is clear that India is set to be amongst the top growth regions of the world. Moreover, it is necessary to
account for other factors that will serve to depress long term demand growth:
• rising international oil prices;
69
• the potential for eventual local prices to rise in future as subsidies are reduced or eliminated; and
• longer term pressures to curb energy/oil use in response to environmental concerns.
LPG . . . . . . . . . . . . . . 231 337 406 416 432 450 468 526 625 690 725
Naphtha . . . . . . . . . . . 282 296 336 352 352 366 380 426 498 547 573
Gasoline . . . . . . . . . . . 155 202 260 299 332 363 394 478 677 937 1333
Kerosene . . . . . . . . . . 288 270 303 301 316 329 344 395 477 488 507
Gas/Diesel . . . . . . . . . 860 823 1050 1112 1184 1246 1314 1553 1846 2101 2376
Fuel Oil . . . . . . . . . . . 296 340 390 404 402 401 400 398 328 225 183
Others . . . . . . . . . . . . 214 316 362 379 395 412 429 487 576 650 712
Total . . . . . . . . . . . . . 2326 2585 3107 3264 3414 3568 3729 4262 5025 5639 6410
Source: KBC
The year ahead will see India progressing its next level of fuel quality improvements, though there are
some concerns whether domestic PSU refiners will be capable of meeting their share of the full volumetric
requirement which could force India to import some clean product in the near term. Under the country’s
Auto Fuel Policy, major cities will move from BS-III to BS-IV standard (similar to the Euro IV) while the
rest of the country will move from BS-II standards to BS-III by October 2010.
70
30MAR201015205727
Source: KBC
The above picture seems bearish for refiners over the medium term. However, the situation will likely be
improved by the continued trend of refinery closures in markets where demand has collapsed. This is
actually a positive for Asia-Pacific refiners, as their capacity is much closer to the future market demand.
The forecast only includes announced closures in Europe, the US and Japan.
Net refinery capacity additions shown above are largely scheduled to come to market in the Middle East
and Asia-Pacific regions, as can be seen in the chart below.
30MAR201015204877
Source: KBC
What is also evident from this chart is the low capital investment climate that preceded the current market
conditions. When considered in conjunction with the utilisation chart above, it can be seen that for the
early part of the past decade refinery capacity investments did not keep pace with demand growth.
71
Source: PPAC.
Combined, India will add approximately 950,000 bbl/d of new firm refining capacity through 2012. Even
when set against relatively robust growth in demand for refined products, this firm capacity addition still
leaves India as a net exporter of more than 1 million bbl/d of products.
As noted above, part of this is by design. The new Reliance Petroleum refinery in the Special Economic
Zone (SEZ) at Jamnagar is designed to be export-oriented, and is currently said to be exporting more than
80% of its total output. Thus around 500,000 bbl/d of India’s surplus is anticipated to be structural, which
suggests that the market without Reliance is much tighter than would otherwise be expected. It is early to
determine the full final impact of this refinery on India’s product balance, but indications are that the
refinery will export nearly all of the transport fuels it produces, while apparently selling the LPG into India,
at least in the near term, to meet domestic demand.
72
Capacity
Refiner, Location Project Type kbpd Month Year
Source: KBC/Company.
2000 2005 2008 2009 2010 2011 2012 2015 2020 2025 2030
LPG . . . . . . . . . . . . . . . . . . (28) (93) (82) (43) (42) (30) (20) (52) (151) (216) (251)
Naphtha . . . . . . . . . . . . . . . (7) 32 45 127 187 222 244 244 172 123 96
Motor Gasoline . . . . . . . . . . 28 37 114 129 250 253 305 270 98 (95) (374)
Jet/Kerosene . . . . . . . . . . . . (41) (20) 42 65 78 88 96 70 (12) (23) (42)
Gas/Diesel Oil . . . . . . . . . . . 33 125 206 265 367 429 472 313 20 (235) (511)
Fuel Oil . . . . . . . . . . . . . . . . (22) 21 64 70 49 16 (18) 71 141 243 286
Others . . . . . . . . . . . . . . . . . 11 34 (93) 1 64 77 89 49 (39) (114) (176)
Total . . . . . . . . . . . . . . . . . . (26) 136 296 613 953 1056 1168 966 230 (317) (971)
Source: KBC
It is helpful to look for potential export markets for the potential Indian surplus. India’s neighbours have a
poor history of investing in refining capacity to meet their domestic needs. Overall import requirements
from Bangladesh and Sri Lanka can meaningfully soak up a significant volume of India’s potential surplus.
Plans exist for capacity additions in these markets, but their history of execution is poor and timelines tend
to be extended.
73
As a result, the all-weather ports at Jamnagar and Vadinar in the Gulf of Kutch provide an important
transit, landfall for Middle East crude oil.
• Infrastructure: The ports, tankers, pipeline and other supply and distribution infrastructure facilities at
Jamnagar and Vadinar have been constructed and developed exclusively for the refineries there.
These infrastructure facilities are located to enable the delivery of products from the refineries to
domestic demand centres in India as well as for export to Western markets.
• High-quality, flexible product mix: The refineries at Jamnagar and Vadinar are able to produce large
quantities of high specification fuels meeting Euro IV and Euro V product quality standards as well as
a product slate with enough flexibility to produce both light and middle distillates for global markets.
• Policies and regulations: India’s government policies have been strengthened in a number of ways to
create a conducive environment for refining operations. In addition, the price regulation of refined
petroleum products is being progressively removed. Further, income from the refining of petroleum
products is exempted from Indian federal income taxation during the first seven years after a refinery
is fully commissioned.
74
PART 6
THE BUSINESS
OVERVIEW
The Company is an India-focused energy group with existing operations and projects under construction
and development in both the electricity generation and transmission industry and in the oil and gas
industry. The Company is India’s second largest private power producer with a 12-year operating track
record. The Company also owns a portfolio of oil and gas blocks and is developing as a leading player in
the rapidly emerging domestic CSG market in India. The Company’s low-cost Vadinar refinery is currently
one of India’s largest oil refineries and post expansion will become one of the largest and most complex
refineries in the world.
The Company owns three operational power plants in India and one operational power plant in Canada
with a total installed capacity of 1,220 MW. The Company has a further six power plant projects under
construction in India as part of its Phase I expansion, which will increase its total installed capacity to 6,100
MW by 2012; and additional power plants in the development stage, which will increase the Company’s
total installed megawatt capacity to 11,470 MW by 2014. The Company has a vertically integrated power
generation portfolio with a substantial portion of the fuel and off-take secured for the Phase I Power
Projects.
The Company’s oil and gas business is engaged in the exploration and production of oil and natural gas,
crude oil refining and refined petroleum products sales and marketing. The Company’s net working
interest in its oil and natural gas exploration and production assets includes 2P reserves of 2 mmboe, 2C
contingent resources of 148 mmboe, best estimate prospective resources of 1012 mmboe and an unrisked
in-place resource base of 238 mmboe based on company estimates and independent certifications from
NSAI, ARI and RPS. The Company’s Vadinar refinery has a total current throughput capacity of
14 mmtpa (300,000 barrels per stream day) and the Phase I Refinery Project is slated to extend the
refinery’s total throughput capacity to 18 mmtpa (375,000 barrels per stream day) by March 2011.
The Company generated revenues of US$8,453.1 million and a loss after tax of US$167.0 million in the
year ended 31 March 2009 and revenues of US$5,654.6 million and a profit after tax of US$119.7 million in
the nine months ended 31 December 2009. The Company’s EBITDA for the year ended 31 March 2009
was US$123.7 million and was US$433.1 million for the nine months ended 31 December 2009.
Power
The Company was an early mover in India’s private power industry, with a 12-year operating track record.
The Company’s power business currently has three operational power plants in India and one in Ontario,
Canada, with a total installed capacity of 1,220 MW. The Indian plants are primarily gas fuelled and are
located in the state of Gujarat, India, with a total installed capacity of 1,135 MW: Essar Power–Hazira with
an installed capacity of 515 MW, Bhander Power–Hazira with an installed capacity of 500 MW and Vadinar
Power–Jamnagar with an installed capacity of 120 MW. Essar Power–Hazira and Bhander Power–Hazira
sell their power to Essar Steel companies, other Essar Affiliated Companies, and GUVNL, the state of
Gujarat’s public power utility, under long term PPAs (with a mix of assured and optional off-take). Vadinar
Power–Jamnagar produces power and steam for the Vadinar refinery. The Ontario power plant, which has
an installed capacity of 85 MW, is fuelled by residue from the iron and coke making operations of Algoma
Steel, an Essar Affiliated Company, and sells its power and steam to Algoma Steel, with the Ontario Power
Authority underwriting the minimum purchase price pursuant to a long-term PPA.
The Company also has a number of power plant projects under construction and development in India to
increase the Company’s total installed capacity to 11,470 MW by 2014. The six Phase I Power Projects have
an expected total installed capacity of 4,880 MW. These projects, of which four will be wholly coal fuelled
plants and two will be multi fuel plants, are expected to become commercially operational between 2010
and 2012. In addition, the Company’s six Phase II Power Projects are expected to increase the Company’s
installed total capacity by a further 5,370 MW, of which 89% will be coal fuelled and 11% captive fuelled.
The Company expects the Phase II Power Projects to become commercially operational during 2013 and
2014. The Company intends to sell the power generated from its Power Plant Projects that is not used by
Essar Oil through a combination of long-term PPAs to industrial customers, including Essar Affiliated
Companies, and Indian state-owned utilities and pursuant to merchant sales on a short-term or spot basis
in the wholesale market.
75
For all power plant projects, the Company is focused on securing long term fuel supply and minimising
price volatility. To achieve this the Company adopts a strategy of backward integration by sourcing coal
from captive mines that are either owned by or allocated to the Company. The Company currently owns or
has rights to coal reserves of 343 mmt; these reserves include coal blocks in India and coal mines recently
acquired by the Company in Indonesia and Mozambique. The existing coal block allocations in India are
subject to the term periods of such allocations being further extended, however, to bridge any gaps the
Company has applied to the Government of India for temporary coal supplies in the interim. Through a
combination of coal block allocations, acquisitions of coal mines and long-term fuel supply arrangements
with the relevant power off-taker, the Company presently has fuel security for 7,300 MW of its existing and
planned power generation capacity. Further, if the Company consolidates its stake in the Neptune power
plant projects, it expects to gain access to the accompanying coal block allocation of 112 mmt and achieve
fuel security for an additional 1,050 MW of power generation capacity. Further, the Company has secured
fuel supply for the Essar Power Gujarat—Salaya 2 project of 1,320 MW through a fuel supply agreement
with Essar Shipping & Logistics Limited. As a result of the above, the Company expects to have fuel
security for 9,670 MW of its existing and planned power generation capacity.
Essar Power Transmission Company Limited (‘‘Essar Power Transco’’) focuses on the Company’s
transmission business and is currently constructing transmission lines to evacuate power from the Essar
Power MP-Mahan Power Plant Projects.
Essar Trading proposes to trade the surplus power capacity following the commissioning of the Company’s
Power Plant Projects and to source power from external power suppliers. Essar Trading is able to purchase
and sell power both on its own and on behalf of its clients.
The Company also intends to manufacture and market wind turbines of 1.5 MW capacity. Production is
expected to commence in the third quarter of 2010.
The Company’s power business generated revenues of US$260.5 million and a pre-tax profit of
US$52.7 million in the year ended 31 March 2009 and US$196.9 million and US$54.7 million, respectively,
in the nine months ended 31 December 2009.
76
CSG resources in this block. In this report, ARI estimates the 2C Contingent Resources of 747.4 BCF
of CSG at the Mehsana Block. Although current Indian regulations prohibit the simultaneous
exploration of CSG and oil and gas in the same field, the Government of India is currently considering
amending these regulations and the Company has accordingly submitted a proposal for a separate
contract for the exploration and production of CSG in and around the Mehsana Block.
The Company’s exploration assets include:
• the Nigeria Block, for which the Company has signed a PSC with a 100% participating interest and is
currently in discussions with a local Nigerian partner to transfer a 37% ‘‘carried interest’’ in this block,
subject to requisite approvals from the Nigerian government. The block has estimated 2C contingent
resources of 53 mmboe and best estimate prospective resources of 147 mmboe according to NSAI (of
which the Company’s net working interest would be 126 mmboe in the event that a local Nigerian
partner acquires a 37% interest, as is being discussed);
• the Rajmahal Block, for which the Company has emerged as provisional winner in the recently-
concluded CBM IV round of bidding by the Government of India, has estimated best estimate
prospective resources of 4.7 tcf (787 mmboe) according to ARI; and
• other exploration blocks, including blocks in the Mumbai offshore area, Assam, Australia, Indonesia,
Madagascar and Vietnam.
The Vadinar refinery is India’s second-largest private-sector refinery and is located approximately 20 km
from the port of Vadinar in the western part of India. Vadinar is India’s closest port to the Middle East and
its coastal regions—the world’s largest single source of crude oil and the main source of imported crude oil
for India—and is also well located to indigenous sources of crude oil. This port also provides access to the
growing markets of China, Southeast Asia and East Africa as well as to the established markets of Europe
and North America.
The Vadinar refinery commenced commercial operations on 1 May 2008 and is a catalytic cracking refinery
with an average Nelson Complexity Index rating of 6.1. The refinery is currently producing at a throughput
capacity of 14 mmtpa (300,000 barrels per stream day), which is above the refinery’s design capacity of
10.5 mmtpa (230,000 barrels per stream day), as a result of debottlenecking projects undertaken by the
Company. The refinery is configured to process a crude slate geared towards heavy crudes and to produce
up to Euro IV grades of diesel, but is currently producing up to Euro III grades of petrol and HSD.
According to data provided by the Company, the Vadinar refinery currently has refining operating costs of
US$1.3 per barrel. This is approximately US$1 per barrel lower than the average operating costs within the
industry (Source: KBC). See ‘‘—Oil and Gas—Vadinar Refinery—Overview’’. In addition to these refining
operating costs, Essar Energy has incurred product handling charges and other corporate and marketing
expenses of US$0.96 per barrel.
The Company is currently expanding and upgrading the Vadinar refinery. The Phase I Refinery Project is
expected to increase the refinery’s average Nelson Complexity Index to 11.8 and its annual throughput
capacity to 18 mmtpa (375,000 barrels per stream day) by the project’s expected completion in March 2011.
The Phase II Refinery Project involves the addition of a new refinery stream with a projected additional
annual capacity of 18 mmtpa (375,000 barrels per stream day). The Company intends to finalise the timing
for implementation and completion of the Phase II Refinery Project following a review of market (i.e.,
supply and demand) conditions and the securing of financing commitments for the project. Upon the
completion of this project, the Company expects the Vadinar refinery to have an average Nelson
Complexity Index of 12.8 and a total annual refining throughput capacity of 36 mmtpa (750,000 barrels per
stream day) and to be able to produce Euro V grades of petrol and HSD. The Vadinar refinery is expected
to be the fifth-largest single-location refinery in the world upon completion of the Phase II Refinery
Project (Source: KBC).
The Company markets refined petroleum products both in the domestic Indian market, including direct
bulk sales and retail sales through the Company’s franchisee-owned and -operated network of almost 1,300
retail fuel stations, and in the international export market. In the nine months ended 31 December 2009,
the Company sold 76.4% of its refined petroleum products in the Indian domestic market and the
remainder in the export market. Domestic bulk prices in India are generally equivalent to or higher than
77
those in the international spot market, enabling the Company to generate higher profit margins with lower
transportation costs on domestic sales in India.
The Company also holds a 50% interest in KPRL, the owner and operator of the Mombasa refinery in
Kenya, which has a name plate capacity of 4 mmtpa and is currently operating at 1.6 mmtpa. This refinery
is the only oil refinery in East Africa and primarily serves Kenya and the neighbouring countries of
Uganda, Burundi and Rwanda. The refinery is at an advantageous location to process potential future
crude oil production from the Lake Albert basin in Uganda and the Democratic Republic of Congo, in the
event the crude can be successfully delivered to Mombasa.
The Company’s oil and gas business generated revenues of US$8,192.6 million and a pre-tax loss of
US$297.4 million in the year ended 31 March 2009 and US$5,457.7 million and pre-tax profit of
US$92.6 million, respectively, in the nine months ended 31 December 2009.
The Company operates its oil and gas business through Essar Oil, which is listed on the Indian Stock
Exchanges and currently has a public float of 10.59%.
Expected
commissioning
Project Gross capacity dates
(MW)
Phase I Power Projects . . . . . . . . Vadinar Power-Expansion Phase I 380 2010
Essar Power MP-Mahan 1,200 2011
Essar Power Gujarat–Salaya 1,200 2011
Vadinar Power-Expansion Phase II 510 2011
Transmission — 2011
Essar Power Hazira-Hazira 270 2012
Essar Power Orissa-Paradip 120 2012
Essar Power Jharkhand-Tori 1,200 2012
Phase II Power Projects(1) . . . . . . Essar Power Jharkhand-Tori Expansion 600 2013
Essar Power MP-Mahan Expansion 600 2013
Salaya II 1,320 2013
Salaya III 600 2013
Neptune I 1,050 2013
Neptune II(2) 1,200 2014
(mmtpa)
Phase I Refinery Project . . . . . . . Vadinar Refinery 18 2011
Phase II Refinery Project . . . . . . Vadinar Refinery 18 2013(3)
(1) The Phase II Power Projects are subject to securing committed financing.
(3) The Phase II Refinery Project is subject to review of market conditions and securing committed financing.
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(2) Subject to the Company increasing its stake in Neptune to 100% from its present 39% economic interest and Neptune
complying with the terms of the allocation.
(3) Reserve number shown represents 100% of the coal allocated to Neptune.
(Source: Company)
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Power
80
2002 Essar Oil is awarded its first CSG block, the Raniganj Block in the Raniganj region of India.
2003 Essar Oil commences building its network of franchised retail fuel stations.
2004 Essar Oil and its lenders complete the renegotiation of the financing facility for the Vadinar
refinery.
2005 Construction of the Vadinar refinery recommences.
2006 The Vadinar refinery commences operations on a trial-run basis following the commissioning of
its crude distillation and vacuum distillation units. Sales of trial-run petroleum products also
commence.
2007 Essar Exploration and Production Limited (Nigeria) (‘‘EEPLN’’) is awarded the Nigeria Block.
Essar Oil implements plans to debottleneck Vadinar refinery to expand its annual capacity.
2008 Construction of all units at the Vadinar refinery completed. The Vadinar refinery commences
commercial operations.
2009 Essar Oil is declared provisional winner of exploration and production rights in the Rajmahal
Block.
2010 EEPLN signs the PSC for the Nigeria Block.
The Essar Group is currently in discussions with Shell International Petroleum Company Limited (‘‘Shell
International’’) regarding the potential acquisition by the Company of Shell International’s oil refinery in
Stanlow, United Kingdom, and Shell International’s refineries in Hamburg and Heide, Germany
(collectively, the ‘‘Shell Refineries’’). Shell International and the Company have not entered into any
binding commitments in relation to the purchase of these refineries at this time. The contemplated
acquisition of the Shell Refineries is consistent with the Company’s strategy. While the final terms of any
potential acquisition have not yet been finalised and the Shell Refineries would represent a significant
portion of the Company’s revenue, any investment would represent only a relatively small proportion of
the Company’s current asset base and capital investment programme.
The potential acquisition would require approval of the Board and, depending on its classification under
the Listing Rules, the Company’s shareholders following Admission.
Strengths
Positioned to take advantage of strong Indian macroeconomic and energy growth
India experienced GDP growth of 5.4% in 2009, as compared to a global economic contraction of 1.4%
according to the International Monetary Fund’s World Economic Outlook Database, October 2009. The
Planning Commission of India’s 11th Plan (2007-08 to 2011-12) aims for a GDP growth rate of 7% to 9%
each year. The primary driver of India’s economic growth is rising domestic demand (in 2008/09, exports
accounted for only 24% of Indian GDP), resulting in increased resilience to global macroeconomic shocks
relative to other major emerging markets.
Major economic reforms enacted in the early 1990s combined with the deregulation of key industrial
sectors have resulted in rapid industrialisation, urbanisation and wealth creation in India, with per capita
GDP increasing at a CAGR of 7.3% for the past ten years according to the IMF. This growth and these
reforms are leading to increasing investment in India’s infrastructure. Concurrent with this growth is a
rapidly increasing demand for energy that has outstripped India’s current domestic energy production
capacity.
Annual per capita power consumption has grown from 410 kWh in 2002 to 610 kWh in 2007. Despite this
growth, per capita power consumption remains much lower than in the other BRIC countries (China:
2,346 kWh; Brazil: 2,154 kWh; Russia: 6,338 kWh). Supply in India has failed to keep pace with demand,
resulting in serious power deficits, which have increased from 5% in 2003 to 11% in 2009. (Source:
A.T. Kearney.) This imbalance, coupled with power sector deregulation, means that the Company is
strongly positioned to benefit from the growth in demand for power in India.
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India, with more than 15% of the world’s population and a strong economic growth profile, has emerged as
a significant consumer of energy resources. Coal, oil and natural gas are India’s primary sources of energy,
accounting for 92% of total energy consumption, as well as representing areas on which the Company’s
business is heavily focused. Growing demand for refined petroleum products is driven in part by an
increase in demand from the transport sector as a result of increased vehicle ownership, which is currently
still among the lowest in the world at approximately 35 vehicles per 1,000 of the driving population in 2009.
In addition, government policy currently favours the increased use of natural gas, which is expected to
result in annual growth in demand of 8% to 9% through 2016/17.
Power
The Company is India’s second-largest private-sector power producer (based on publicly available
information in respect of operating plants) with an operating track record in the power business of
12 years. The Company has demonstrated good operational performance with higher plant availability,
lower station heat rate and lower auxiliary consumption as compared to the norms set by CERC for
combined cycle gas plants. (Source: KPMG)
The Company’s power plants enjoy a substantially secure fuel supply which provides volume and price
security. The Company’s power business is being geared to sell its non-captive power nationally via a
network of third-party and the Company’s own high voltage transmission links, both on a merchant basis
and under long-term power off-take contracts.
New growth projects poised to significantly bolster the Company’s competitive positioning and market leadership
Power
The Company’s power generation capacity is expected to be substantially increased from the current 1,220
MW by 10,250 MW to 11,470 MW by 2014. The Company has already signed loan agreements for four out
of the six Phase I Power Projects and for a further Phase I Power Project (Essar Power Jharkhand-Tori), it
has signed a binding loan agreement for part of the necessary debt and obtained an in-principle approval
for the remainder. The Company has also substantially secured fuel supplies to achieve the first stage of
growth of 6,100 MW by 2012.
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Of the total expansion of 10,250 MW, 42% relates to those Power Plant Projects which are focused on the
lower cost brownfield expansion projects to be constructed on land already secured or proposed to be
secured by the Company for its operational power plants and Power Plant Projects.
As part of this growth profile the Company plans to use a range of off-take agreements, including growing
merchant sales (estimated to account for 26% of power MW sales by 2014) as well as sales to government
and industrial customers pursuant to long-term PPAs. Over 74% of the total installed MW capacity by 2014
is expected to be sold pursuant to PPAs.
Proven execution track record of successfully delivering and operating large-scale projects
The Company’s strong project management experience, coupled with the large scale of its projects, have
been key factors in achieving its historical track record of successfully executing projects at a competitive
cost. Through projects such as the operational facilities for the generation of 1,220 MW of power and the
Vadinar refinery, the Company has demonstrated that it can successfully implement complex, large-scale
projects.
The Company believes that it is making good progress on its expansion projects and currently expects
substantially all the projects, barring unforeseen circumstances, to be delivered broadly in line with the
planned schedule and budgets with clear paths to completion for each planned expansion or new facility:
• Environmental and the other government approvals, subject to the fulfilment of required conditions,
have been substantially obtained for the Phase I Power Projects and the Refinery Expansion Projects.
• Land has been secured (subject to the fulfilment of requisite title documentation) for five of the six
Phase I Power Projects and the Refinery Expansion Projects, with the remaining land for the Phase I
Power Projects expected to be secured by July 2010.
• The remaining equity needed for completing the Phase I Power Projects and the Phase I Refinery
Project will be funded from the Offering. Approximately 73% of the total debt financing requirements
for Phase I Power Projects is fully committed (97% if non-binding sanction letters are included); these
are expected to be converted into committed financing by mid 2010). The equity for the Phase II
Power Projects will be funded from the Offer and cashflow from operations.
• Standardised construction processes, plans and input items have been implemented to reduce risks
and costs of construction and ongoing operations.
The Company also benefits from leveraging the well-established engineering, procurement and
construction (‘‘EPC’’) capabilities of the Essar Group’s Projects division in the areas of project design,
engineering, procurement, labour and construction to successfully carry out the construction of existing
projects at a low capital cost.
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Strategy
The Company’s strategy is to create a world-class, low-cost integrated India-focused energy company by
capitalising on India’s rapidly growing demand for energy. This will be achieved by:
Delivering growth through a variety of power and oil and gas projects
The Company plans to pursue further growth through both greenfield and brownfield energy projects in
the areas of exploration and production, refining, marketing, power generation, raw material acquisition,
transmission and distribution. The Company is currently pursuing a number of major projects, including
the Phase I and Phase II Power Projects, the development of existing exploration blocks, the Phase I
Refinery Project and the development of captive coal mines.
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POWER
Overview
The following table provides an overview of the Company’s operational power plants and Power Plant
Projects:
Expected
Gross commissioning
Project capacity Fuel dates(1)
Operational power plants Essar Power-Hazira 515 Gas(4) 1997
Vadinar Power-Jamnagar 120 Refinery residue* 2008
Bhander Power-Hazira 500 Gas 2006 to 2008
Essar Power (Canada) 85 Blast furnace and coke oven gas* 2009
Phase I Power Projects Essar Power MP-Mahan 1,200 Domestic Coal—pit head(6) 2011
Essar Power Gujarat-Salaya 1,200 Imported Coal 2011
(4)
Vadinar Power-Expansion 380 Gas 2010
Phase I
Vadinar Power-Expansion 510 Imported coal(5) 2011
Phase II
Essar Power Hazira-Hazira 270 Corex gas/fines* 2012
Essar Power Orissa-Paradip 120 Domestic coal—linkage 2012
Essar Power Jharkhand-Tori 1,200 Domestic coal—pit head(6) 2012
Phase II Power Projects(2) Essar Power Jharkhand-Tori 600 Domestic coal—pit head 2013
Expansion
Essar Power MP-Mahan(3) 600 Domestic coal—linkage 2013
Expansion
Salaya II 1,320 Imported coal 2013
Salaya III 600 Pet coke* 2013
Neptune I 1,050 Domestic Coal—pit head 2013
(3)
Neptune II 1,200 Imported coal 2014
(1) For the operational power plants, commissioning dates are actual dates. For the Power Plant Projects, commissioning dates are
expected dates.
(2) The Phase II Power Projects are subject to securing committed financing.
(3) Subject to securing fuel supply. May also use domestic coal subject to allocation by government.
(6) In the event of any delay in the development of the relevant captive coal mines, the Company expects, subject to government
approval, to use domestic coal linkages for these power plants until coal from these mines becomes available.
The Company’s power business aims to become a vertically integrated power business focused primarily on
India, with operations across the power value chain from fuel ownership to generation and transmission.
Operation and maintenance functions at each of the power business’s operational plants are performed
in-house by an operations and maintenance team of experienced and qualified expert engineers and
technicians. The Company currently expects that the operation and maintenance of each of the Power
Plant Projects will also be undertaken in-house.
Most of the Company’s operational power plants and Power Plant Projects are located in central, eastern
and western India, with the domestic coal-fuelled power plants located in central India and the imported
85
coal-fuelled power plants being located on the west coast. This is expected to enable the Company to
better optimise its delivered cost of power.
For each of the Essar Power MP-Mahan, Essar Power Gujarat-Salaya and Essar Power Jharkhand-Tori
Phase I Power Projects, the Company is employing standardised equipment for BTG modules,
ash-handling units, cooling towers and electrical and mechanical equipment. This enables the Company to
leverage the combined scale of these projects to obtain competitive prices and firm commitments on
delivery schedules from key suppliers. The Company’s power business is also expected to benefit from
being able to achieve efficiency in relation to operating personnel and spares supply through the use of a
standardised module across most of its operational power plants and Power Plant Projects.
The power business benefits from its relationship to Essar Affiliated Companies in accessing transport
services and fuel, providing off-take partners and accessing project implementation expertise, including
EPC expertise.
Arrangements with Essar Affiliated Companies include the following:
• Essar Projects is providing construction services and procurement services for the domestic equipment
required for all of the Power Plant Projects.
• Essar Project Management is providing project management services for certain of the Power Plant
Projects.
• Essar Projects, Essar Logistics and Essar Shipping are providing services for the construction of
transport and delivery infrastructure to ensure the delivery of fuel to the Power Plant Projects.
• Essar Engineering is assisting the power business with setting the technical specifications for its Power
Plant Projects.
• Global Supplies is providing procurement services for the imported equipment required for the Power
Plant Projects.
For a description of the arrangements with Essar Affiliated Companies in relation to the Power Plant
Projects, see also Part 15 ‘‘Relationship with Essar Group’’ and paragraph 13 of Part 16 ‘‘Additional
Information—Material Contracts’’.
The following table provides an overview of the power business’s current and expected sources of fuel
supplies for its operational power plants and its Power Plant Projects:
The Company has in place medium- to long-term fuel arrangements for five of the six Phase I Power
Projects (through the allocation of captive coal mines in India, the acquisition of coal mines outside India
and contractual arrangements with Essar Affiliated Companies) and continues to work towards long-term
fuel security. Although the Company’s allocation of a captive coal mine for the Essar Power MP-Mahan
project for 1,200 MW of proposed installed capacity has already expired, and its allocation of a captive coal
mine for the Essar Power Jharkhand-Tori project, which is proposed to have an installed capacity of
1,200 MW, will expire prior to the scheduled date of commencement of mining operations, the Company
has already applied to the Government of India for an extension of the coal block allocations for the Essar
Power MP-Mahan project and the Essar Power Jharkhand-Tori project. In addition, in the event that
mining approvals for the Mahan and Chakla coal blocks are not received in time for the commissioning of
the Essar Power MP-Mahan and Essar Power Jharkhand-Tori plants, respectively, the Company has
applied to the Government of India for temporary coal linkages to meet the plants’ respective coal
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requirements during any such period. The Company’s power business expects that the proposed use of coal
from its existing and future coal mines will allow a majority of the Company’s coal-fuelled Power Plant
Projects to have a dedicated fuel supply, resulting in lower costs for procuring fuel and additional
protection against fuel price volatility.
The following table provides an overview of the current fuel supply arrangements for the existing power
plants, Phase I Power Projects and Phase II Power Projects:
Coal mine
Project MW Fuel type Fuel source reserves(1)
mmt
Essar Power Hazira— 515 Gas Gas contracts with Reliance Industries
Hazira Limited and Gujarat State Petroleum
Corporation Limited
Bhander Power—Hazira 500 Gas Fuel supplied by off-taker (Essar Steel)
(2)
Vadinar Power— 380 Gas Fuel supplied by off-taker (Essar Oil)
Expansion Phase I
Vadinar Power—Jamnagar 120 Captive fuel—refinery Fuel supplied by the off-taker (Essar
residue Oil)
Essar Power (Canada) 85 Captive fuel—blast Fuel supplied by the off-taker (Essar
furnace and coke Steel Algoma)
oven gas
Essar Power Gujarat— 1,200 Imported coal— Aries mine Indonesia and Mozambique 64
Salaya captive coal mine mine—captive mine acquired by Essar
Power
Vadinar Power— 510 Imported coal— As above. 35
Expansion Phase II captive coal mine For 390 MW(3), fuel to be supplied by
off-taker (Essar Oil 301 MW and Essar
Steel 90 MW)
Essar Power MP—Mahan 1,200 Domestic coal— Mahan captive coal mine—allocation to 73
captive coal mine Mahan Project
Essar Power Jharkhand— 1,200 Domestic coal— Chakla and Ashok Karkata captive coal 71/100(5)
Tori captive coal mine mines
Essar Power Jharkhand— 600 Domestic coal— As above
Tori II captive coal mine
Essar Power Hazira— 270 Captive fuel—corex Fuel supplied by off-taker (Essar Steel)
Hazira fines/gas
Essar Power Gujarat— 600 Captive fuel—pet Fuel to be supplied by Essar Oil
Salaya III Expansion coke
Neptune I(4) 1,050 Domestic coal— Captive coal mine allocated to the 112
captive coal mine Neptune project
Essar Power Gujarat— 1,320 Imported coal Contracts with Essar Shipping &
Salaya II Logistics Ltd(6)
Essar Power Orissa— 120 Captive fuel— Fuel supplied by off-taker (Essar Steel)
Paradip domestic coal linkage
(1) Certain coal mines are subject to extensions of the respective allocation periods.
(2) Can also use naphtha.
(3) Can also use refinery liquid fuels.
(4) The Company is currently intending to increase its stake from 39% to 100%. See ‘‘Neptune I and II—Orissa (2,250 MW)’’
below for further details. Reserve number shown represents 100% of the coal allocated to Neptune.
(5) This amount is for both Essar Power Jharkhand Tori and Essar Power Jharkhand Tori II.
(6) Essar Power Gujarat is obliged to utilize the coal extracted from the mines owned or allocated to the Company’s power business
(net of the commitment for Essar Power Gujarat—Salaya). Accordingly any difference between the amount available from such
mines and the plant’s required amounts will be supplied under these conditions.
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Of the 1,220 MW combined installed capacity of the power business’s operational power plants, 300 MW is
dedicated to GUVNL, 671 MW to Essar Steel Group (with an option to purchase 123 MW), 120 MW to
Essar Oil and 4.5 MW to Essar Affiliated Companies (with an option to purchase an additional 1.5 MW).
The Company has entered and expects to enter into additional long-term PPAs with Essar Affiliated
Companies and other industrial companies and state utilities, including GUVNL, for approximately 60%
to 70% of the currently planned additional power generation capacity from the Power Plant Projects to
provide security of revenues, including for the servicing of the Company’s obligations under the related
project financing arrangements. The Company expects to sell the remaining power on a short-term basis as
merchant sales in order to capture market rates.
The following table provides an overview of the power business’s current and expected sources of power
off-take by customer category:
Financing Arrangements
Essar Power Hazira and the relevant Power Plant Project subsidiaries have entered into long-term project
financing arrangements to finance the operational power plants and certain of the Phase I Power Projects
and expect to enter into further financing arrangements for the financing of the remainder of the Power
Plant Projects.
The existing project financing arrangements are, and the future project financing arrangements are
expected to be, secured by charges over substantially all the assets of the relevant project subsidiary
(including receivables under power off-take agreements), downstream guarantees by Essar Power, pledges
over shares of the relevant Power Plant Project and charges over all accounts of the relevant project
subsidiary.
The project financing arrangements generally cover and are expected to cover 75% of the costs of each
Power Plant Project, with the Company required to provide equity financing for the remaining 25%.
For additional information about the Company’s project financing arrangements, see ‘‘Indebtedness’’ in
Part 9 ‘‘Operating and Financial Review’’. For more information about the phasing of the Company’s
capital expenditures for the Power Plant Projects and planned funding required therefor, see ‘‘Factors
Affecting Results of Operations and Financial Condition—Funding Costs for the Expansion Projects’’ in
Part 9 ‘‘Operating and Financial Review’’. For details of the pledge agreements see paragraph 13.4 of
Part 16 ‘‘Additional Information’’.
Long-Term PPAs
The discussion below describes the Company’s long-term PPAs with its captive off-take customers. The
Company’s PPAs with GUVNL are discussed under the operational power plant or Phase I Power Project
to which they relate.
The Company’s long-term PPAs with off-take customers that do not supply the relevant power plant’s fuel
requirements provide for two-part tariffs for the power, comprising a capacity charge and an energy
charge, while PPAs with customers that supply the relevant power plant’s fuel requirements generally
contain only a capacity charge. In PPAs with captive customers, the provision of fuel is the responsibility of
the off-take customer. The capacity charge mainly depends on the capital and operating cost of the
relevant power project, and is designed to enable the generation facility to recover its fixed costs and earn a
88
return on investment at an assured level of plant availability for the contracted demand. Generally, the
capacity charge includes:
• operating and maintenance expenses, repairs, equipment, spares and related overhead;
• depreciation;
• interest on long-term debt;
• interest on specified working capital;
• income taxes; and
• a return on the equity capital of the power plant.
The recovery of this capacity charge is generally based on the level of normative plant availability. The
capacity charge provides the Company with a relatively predictable and recurring source of revenues
designed to provide the necessary incentive for construction of the relevant Power Plant Project and for
continued operation of existing plants. A power plant is eligible to receive the capacity charge regardless of
how often the plant is called upon to generate power, so long as it is available when needed to maintain
desired power generation levels. If the average plant available capacity in any year exceeds contracted
availability, the Company is entitled to an incentive fee on the power made available above the normative
availability threshold for certain of the power plants. If, on the other hand, the average plant available
capacity in any year falls below a specified percentage due to the fault of the Company, a penalty fee may
be imposed, which is generally in proportion to the fixed-capacity charge.
The energy charge generally covers most variable operating costs, the largest of which is fuel. This charge
may have an escalation feature tied to certain third-party inflation statistics.
The long-term PPAs also generally contain provisions regarding:
• the scheduled commissioning date for the relevant power plant. If this commissioning date is not met,
the buyer is entitled to liquidated damages for each day of the delay or may terminate the PPA;
• the term of the contract from the commissioning date of the power plant;
• the requirement that the buyer provide the power plant with dispatch instructions for the delivery of
the contracted capacity to the buyer by specific deadlines. If the buyer fails to provide dispatch
instructions for any portion of the contracted capacity by the deadline, the power plant is free to sell
this portion to other buyers without losing the right to receive the full capacity charge from the buyer.
However, the proceeds from sales to other buyers post variable charges generally accrue for the
benefit of the buyer and the seller under the PPA;
• payment security provisions, usually in the form of an unconditional, irrevocable and revolving letter
of credit with a term of 12 months; and
• events of default, including the power plant’s failure to achieve a certain average plant availability in a
specified period or the cessation of the power plant’s operations. Buyer events of default include
certain payment failures. If an event of default occurs, the buyer and the operator of the power plant
are required to consult with each other for a specified period of time, after which the operator is free
to sell the buyer’s contracted capacity to other buyers.
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Vadinar Power- 120 MW Gujarat, Mitsubishi May 2008 97.14% Refinery Vadinar refinery
Jamnagar(2) India Deutsche residue
Babcock
Bhander Power- 500 MW Gujarat, Areva, BHEL, October 2008(4) 98.98% Natural gas Essar Steel Group
Hazira(3) India Hitachi, Deltak, companies and
IHI, Hangzhou, other Essar
Siemens Affiliated
Companies
Essar Power 85 MW Ontario, Mitsubishi June 2009 79%(5) Blast Essar Steel Algoma
(Canada) Canada Canada Ltd., furnace gas
INDECKeystone and coke
Energy LLC oven gas
Total 1,220 MW
1 April 2009 to
12 months ended 31 March 31 December
2007 2008 2009 2009
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In addition, the Company has entered into agreements with Gujarat State Petroleum Corporation Limited
(‘‘GSPC’’), Reliance Industries Limited and Niko (NECO) Limited (‘‘Niko’’) for the purchase of natural
gas that the power plant needs to generate the power required pursuant to the PPA with GUVNL. The
agreements are on a ‘‘take or pay’’ basis which obligates the Company to pay for an amount equal to the
‘‘take or pay’’ quantity. However, there is also a back-to-back arrangement with GUVNL to assume the
Company’s obligations under these agreements. The expiration date for the agreement with GSPC is
31 December 2013, while the agreements with Reliance Industries Limited and Niko expire on 31 March
2014.
Evacuation Facilities
The Company evacuates power from the Essar Power-Hazira plant at 220 KV through four generator
transformers to a 220-KV switchyard and then evacuates power from the switchyard to Essar Steel on a
220-KV line and to GUVNL through four 220-KV transmission lines. Two of the transmission lines are
connected to the Icchapore sub-station and two to the Sachin sub-station, located at distances from the
plant of, respectively, 18 km and 30 km.
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The table below presents the plant availability, plant load factor, auxiliary consumption and units of
electricity and steam generated at the Vadinar Power-Jamnagar plant for the periods indicated.
Power Off-Take
The Vadinar Power-Jamnagar plant was set up to meet the power and steam requirements of the Vadinar
refinery and hence the entire output of power and steam generated by this plant is supplied to the Vadinar
refinery. The Processing Agreement, effective from 1 April 2007, is for a term of 15 years.
Evacuation Facilities
Power from the Vadinar-Power Jamnagar plant is evacuated through a 33-KV line to the Vadinar refinery’s
main receiving sub-station, from which the power is then evacuated to the refinery.
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Essar Steel and other Essar Affiliated Companies are responsible for providing the natural gas required by
the Bhander Power-Hazira plant to generate the power that they have committed to take pursuant to their
PPAs with Bhander Power. All risks associated with the procurement of the fuel, its price and its delivery to
the project site are borne by the respective off-take customers. To the extent that the off-take is optional,
the relevant off-take customer is only responsible for the fuel if they elect to take such additional capacity.
Evacuation Facilities
Bhander Power evacuates power from the plant to Essar Steel through two 220-KV lines of approximately
500 m in length and to Essar Steel Hazira through two 220-KV lines of five km in length and to other Essar
Group companies through 33-KV cables.
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Fuel Supply
Essar Steel Algoma supplies surplus blast furnace gas and coke oven gas to Essar Power (Canada) and
receives power and steam in return.
Evacuation Facilities
Power from Essar Power (Canada) is transmitted to Essar Steel Algoma via Essar Steel Algoma’s 34.5-KV
power distribution system. In the event that the power plant’s power generation exceeds Essar Steel
Algoma’s load, the surplus power is sent to the provincial grid.
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(1) Essar Steel and Essar Steel Hazira, both of which are Essar Affiliated Companies, are expected to acquire a 26% equity interest
in the Essar Power MP-Mahan Phase I Power Project in order to enable it to qualify for captive power plant status, although it is
intended to put in place arrangements for the Company to retain an economic interest of 99.79%. If Essar Steel and Essar Steel
Hazira do not purchase the equity interest, the project would not qualify for captive power plant status and the Company would
need to fund the Rs. 26 million (US$0.56 million) required for the equity interest.
(2) The Company expects to sign long-term PPAs aggregating to 48% of the power produced by this power plant. The Company is
currently participating in a bidding round with the Bihar State Electricity Board, and, if successful, expects to sell approximately
40.5% of the power from the Essar Power Jharkhand-Tori plant under a long term PPA to this entity.
(3) Members of the Essar Steel Group have a 26% equity interest in Essar Power Orissa-Paradip and will have a 26% equity
interest in Essar Power Hazira-Hazira for the purposes of complying with the Indian captive power policies, although it is
intended to also put in place arrangements for the economic interest to remain over 98% with the Company. If members of the
Essar Steel Group do not purchase the equity interest, the project would not qualify for captive power plant status and the
Company would need to fund the Rs. 26 million (US$ 0.56 million) required for these equity interests.
(4) Essar Steel Hazira, an Essar Affiliated Company, is expected to acquire a 5% equity interest in the Vadinar Power-Jamnagar
plant in order to enable it to qualify for captive power plant status, although it is intended to put in place arrangements for the
economic interest to remain at 97.92% with the Company.
(5) In the event of any delay in the development of the relevant captive coal mine, these plants expect, subject to government
approval, to use domestic coal linkages until coal from these mines becomes available.
(6) Captive fuel supplied by off-taker.
(7) Can also use naphtha.
(8) Can also use refinery liquid fuels.
For more information about the phasing of the Company’s capital expenditures for the Phase I Power
Plant Projects and planned funding required therefor, see ‘‘Factors Affecting Results of Operations and
Financial Condition—Funding Costs for the Expansion Projects’’ in Part 9 ‘‘Operating and Financial
95
Review’’. For further information on the proposed capital structure of the Group at and after Admission,
see paragraph 3 of Part 16 ‘‘Additional Information—Pre-IPO Reorganisation and Group Structure’’.
On 21 January 2009, Essar Power MP entered into a rupee-denominated facility agreement with ICICI
Bank Limited, Power Finance Corporation, Rural Electrification Corporation Ltd and the Punjab National
Bank in the amount of Rs. 36.75 billion (US$787.28 million) of which it intends to drawdown
Rs. 36.45 billion (US$780.85 million) to fund the project.
Procurement/Implementation
Essar Power MP has entered into an offshore supply contract with Global Supplies. The procurement work
for the project is almost complete.
Essar Power MP has entered into various contracts with Essar Projects for onshore supply and onshore
construction and with Essar Logistics for offshore transport and onshore transport.
Essar Engineering is providing onshore engineering services and assisting Essar Power MP in the
preparation of technical specifications for this power project. Essar Power MP will handle the operation
and maintenance of the power plant internally. Essar Power MP is in the process of obtaining all statutory
and non-statutory approvals and clearances required for the construction of the project. Essar Project
Management is providing project management services to Essar Power MP.
Subject to the fulfilment of required conditions, Essar Power MP has obtained pollution control approval,
water availability approval, environmental approval and civil aviation approval.
96
a 50:50 joint venture between Hindalco and Essar Power. Pursuant to the terms of the coal allocation made
in April 2006, mining was required to commence within 36 to 42 months, a period which has since expired.
Mahan Coal has applied for an extension of this allocation. Further, although the coal block was granted to
Essar Power MP for purposes of a 1,000 MW power plant, Essar Power MP has informed the Government
of India of its intention to operate the plant at the increased capacity of 1,200 MW.
Moreover, on account of the captive coal mine allocation being made in the name of Essar Power, but the
project being implemented by Essar Power MP, Essar Power has submitted an undertaking to the Ministry
of Coal of the Government of India that Essar Power shall hold 51% voting rights in Essar Power MP for
the life of the Mahan coal block.
Essar Power MP has entered into a coal off-take agreement with Mahan Coal as well as a memorandum of
understanding with Hindalco in connection with this coal off-take agreement. Under these arrangements,
Mahan Coal will supply 60% of the coal mined at the Mahan coal block to Essar Power MP at a price
equal to the sum of the base price, royalties, taxes, statutory charges and levies. Pursuant to these
arrangements the base price will comprise:
• a fixed price which is the sum of fixed charges paid to the mining contractors, a post-tax return on
equity of 12.5%, overheads of Mahan Coal (except those which are variable linked to the quantity of
coal provided), depreciation on fixed assets, interest on loans, lease rent and dead rent; and
• a variable price which is the sum of the variable charges paid to the mining contractors, amortisation
costs, interest on working capital and any other variable expenses.
For the Essar Power MP—Mahan project, Essar Power MP’s share of the Mahan coal mine is estimated to
be sufficient to operate the 1,200 MW plant for 12.5 years, and the Company has applied for further
domestic coal linkage in this regard. The annual coal requirement for this project is estimated at 5.55 mtpa
for 1,200 MW capacity.
In addition, because it is possible that mining at the Mahan coal mine will not commence during the last
quarter of 2010 as initially anticipated due to delays in the receipt of certain mining approvals, Essar Power
MP has applied to the Government of India for a temporary coal linkage of 5.55 mtpa until such time as
the Mahan coal mine commences commercial production.
For additional information about the Mahan coal block, see ‘‘—Coal Mines—Mahan Coal Block’’.
97
The Company estimates that at least 141 MW is required to be sold each year for a period of ten years to
the Essar Steel Group to comply with custom and excise duty exemption conditions. See Part 15
‘‘Relationship with the Essar Group’’ for further details of this requirement.
It is expected that from the first quarter of 2011 the evacuation will be through a 400-KV double circuit
line from Mahan to Sipat pooling station and a 400-KV double circuit line from Gandhar to a new 400-KV
switchyard at Hazira located approximately 97 km away. The Company plans to construct this power
evacuation infrastructure through its wholly-owned subsidiary Essar Power Transco.
Essar Power MP has entered into a transmission agreement under which Essar Power Transco will provide
transmission services to Essar Power MP for the transmission of power produced at the Essar Power
MP-Mahan plant to power purchasers under the PPA and any third party purchaser.
To provide funding for this project, in September 2008 Essar Power Gujarat entered into a rupee-
denominated loan facility agreement with the State Bank of India and certain other lenders for
Rs. 25.525 billion (US$546.80 million). In addition, in May 2009 Essar Power Gujarat entered into a rupee-
denominated loan facility agreement with ICICI Bank Limited for Rs. 10.250 billion (US$219.58 million)
and with Essar Power for Rs. 375 million (US$8 million).
Procurement/Implementation
Essar Power Gujarat has entered into an offshore supply contract with Global Supplies. The procurement
work for the project is almost complete.
Essar Power Gujarat has entered into various contracts with Essar Projects for onshore supply and
construction, Essar Logistics for offshore and onshore transport, and Essar Project Management for
project management services.
Essar Engineering is providing onshore engineering services and is assisting Essar Power Gujarat in the
preparation of technical specifications for this power project. Essar Power Gujarat will handle the
operation and maintenance of the power plant internally.
Subject to the fulfilment of required conditions, Essar Power Gujarat has obtained all statutory and
non-statutory approvals and clearances required for the construction of the project relating to pollution
clearance, environmental clearance and civil aviation clearance.
98
99
The Company expects the total project cost of this plant to be Rs. 57 billion (US$1,221.08 million). The
status of the funding for this project as at 31 December 2009 is set forth in the table below:
Essar Power Jharkhand-Tori has a non-binding sanction letter for an aggregate amount of Rs. 42.70 billion
(US$914.74 million), which includes a letter of credit facility for an aggregate amount of Rs. 15 billion
(US$321.34 million).
Procurement/Implementation
Essar Power Jharkhand has entered into an offshore supply contract with Global Supplies, an Essar
Affiliated Company, and has also entered into various contracts with Essar Projects for onshore supply and
onshore construction and with Essar Engineering for onshore engineering services. Essar Power Jharkhand
also entered into an offshore transport contract and an onshore transport contract with Essar Logistics.
Subject to the fulfilment of required conditions, an environmental approval for the first phase of the
project has been obtained. However, because this approval was granted for purposes of a 2,000-MW power
plant, Essar Power Jharkhand intends to apply in due course to amend the environmental approval to
reflect the modified capacity of the plant. Water availability approval for the first unit of 600-MW has also
been obtained subject to the fulfilment of certain conditions.
100
to be complete until 42 months from March 2010, Essar Power Jharkhand has applied to the Government
of India either to allow mining of up to 5.4 mtpa from the Chakla coal block (thus amending the original
allocation setting a limit of 4.5 mtpa) until such time as the Ashok Karkata coal block commences
commercial production, or, in the alternative, for the allocation of another coal linkage to meet the
expected shortfall of 0.9 mtpa.
In addition, because both the Chakla and Ashok Karkata coal allocations were granted to Essar Power
assuming the construction of a power plant with a capacity of 1,000 MW, the Company has informed the
Government of India of the revised capacity and applied for a modification of the original allocations.
The requirement of coal for this power plant is estimated to be 5.44 mmt per year. The Company expects
the mineable reserves from the above two coal blocks to be sufficient for the life of the plant.
101
Essar Power Hazira-Hazira has entered into a loan agreement dated 31 March 2010 with the Infrastructure
Development Finance Company for a term loan of Rs. 10.80 billion (US$231 million) for this project.
Procurement/Implementation
Essar Power Hazira has entered into contracts with Essar Projects for construction and onshore supply of
all plant equipment and spares, as well as a contract with Essar Engineering for onshore engineering
services.
Subject to the fulfilment of required conditions, Essar Steel Hazira has obtained the necessary statutory
and non-statutory environmental approvals required for this project, including environmental and
pollution clearances, which will be transferred to Essar Power Hazira when approved by the relevant
authorities.
The Company is in discussions with lenders to secure debt financing commitments for this power project.
102
Procurement/Implementation
Essar Power Orissa has entered into contracts for the two 30-MW units for the first phase of the Essar
Power Orissa-Paradip power plant with Essar Projects for onshore construction services and for onshore
supply of all plant, equipments and spares, as well as a contract with Essar Engineering to provide onshore
engineering services. Essar Power Orissa has entered into similar contracts with Essar Projects for the two
30-MW units for the second phase of the Essar Power Orissa-Paradip power plant.
For the financing of the first phase of this project, VPCL entered into a rupee denominated common loan
agreement dated 17 March 2010 with Axis Bank Limited and Power Finance Corporation for the amount
of Rs. 5.44 billion (US$116.48 million).
For the financing of the second phase of this project, VPCL entered into a rupee denominated common
loan agreement dated 17 March 2010 with Axis Bank Limited, Power Finance Corporation, Syndicate
Bank, State Bank of Patiala, United Bank of India and Corporation Bank in the amount of
Rs. 17.61 billion (US$377.25 million).
103
Procurement/Implementation
VPCL has entered into separate contracts for each of the two phases of this co-generation project.
In relation to the first phase, VPCL has entered into an engineering contract with Essar Engineering for
the provision of detailed plant engineering services. In addition, VPCL has entered into onshore supply
and construction contracts with Essar Projects for the provision of, respectively, design, engineering,
manufacturing, packing and transportation services and the construction of the plant.
In relation to the second phase, VPCL has entered into, respectively, an offshore supply contract with
Global Supplies for the provision of design, engineering, procurement, manufacturing and training services
in relation to certain equipment; offshore and onshore transportation contracts with Essar Logistics with
respect to transportation services in relation to certain equipment; an onshore construction contract and
an onshore supply contract with Essar Projects and an onshore engineering contract with Essar
Engineering for the provision of engineering services, including design, engineering, procurement,
manufacturing, supply, inspection and testing services, with respect to certain equipment. Essar Project
Management is providing project management services for both phases of the project.
Basic engineering for the first phase of the project has been completed, and detailed engineering is nearly
complete. In addition, procurement of all equipment has been completed, and almost all of the necessary
equipment has arrived at the plant site. Construction and commissioning activities for this phase of the
project are currently underway.
Basic engineering for the second phase of the project is almost complete, and detailed engineering is in
progress. Procurement is at an advanced stage and delivery of equipment to the site has begun.
Subject to the fulfilment of required conditions, VPCL has obtained all necessary regulatory clearances for
this plant.
104
The power generated from this plant will be supplied to the 220-KV switchyard at Essar Oil. The power
will then be distributed from the switchyard to Essar Steel Hazira as well as to merchant customers.
Expected
Gross commissioning
Project Capacity Location Estimated cost Estimated cost date Fuel supply
(Rs. in billion) (US$ in million)
Essar Power MP-Mahan 600 MW Singrauli, 23.30 499.14 Q3 2013 Domestic coal-
expansion Madhya Pradesh, linkage
India
Essar Power Gujarat- 1,320 MW Jamnagar, 52.09 1,115.90 Q3 2013 Imported coal
Salaya II expansion Gujarat, India
Essar Power Jharkhand- 600 MW Latehar, 23.30 499.14 Q3 2013 Captive coal mine
Tori expansion Jharkhand, India
Essar Power Gujarat- 600 MW Jamnagar, 33.00 706.94 Q3 2013 Petroleum coke
Salaya III expansion Gujarat, India
Neptune I—Orissa 1,050 MW Orissa, India 46.54 997.00 Q3 2013 Captive coal mine
Neptune II—Orissa 1,200 MW Orissa, India 49.50 1,060.41 Q3 2014 Imported coal
expansion
Procurement/Implementation
For the engineering, procurement and construction of this project, Essar Power MP has entered into: (i) an
offshore supply contract with Global Supplies; (ii) an offshore transport contract and an onshore transport
contract with Essar Logistics; (iii) an onshore supply contract and an onshore construction contract with
Essar Projects; and (iv) an onshore engineering contract with Essar Engineering.
Subject to the fulfilment of required conditions, the Company has obtained certain significant regulatory
clearances for this project, including water and environmental.
105
Procurement/Implementation
For the engineering, procurement and construction of this project, Essar Power Gujarat has entered into:
(i) an offshore supply contract with Global Supplies; (ii) an offshore transport contract and an onshore
transport contract with Essar Logistics; (iii) an onshore supply contract and an onshore construction
contract with Essar Projects; and (iv) an onshore engineering contract with Essar Engineering.
Essar Power Gujarat is awaiting the necessary regulatory clearances, including environmental clearances.
106
Procurement/Implementation
For the engineering, procurement and construction of this project, Essar Power Jharkhand has entered
into: (i) an offshore supply contract with Global Supplies; (ii) an offshore transport contract and an
onshore transport contract with Essar Logistics; (iii) an onshore supply contract and an onshore
construction contract with Essar Projects; and (iv) an onshore engineering contract with Essar
Engineering.
The water and environmental clearances for the project are currently being obtained.
Procurement/Implementation
For the engineering, procurement and construction of this project, Essar Power Salaya has entered into:
(i) an offshore supply contract with Global Supplies; (ii) an offshore transport contract and an onshore
transport contract with Essar Logistics; (iii) an onshore supply contract and an onshore construction
contract with Essar Projects; and (iv) an onshore engineering contract with Essar Engineering.
The Company has applied for certain regulatory clearances necessary for this project.
107
Coal Mines
Overview
The Company has been granted allocations by the Government of India for three domestic coal blocks: the
Mahan coal block in Madhya Pradesh, and the Chakla and Ashok Karkata coal blocks in Jharkhand. The
coal from these mines will be used to fuel the pit-head coal-fuelled Essar Power MP-Mahan and Essar
Power Jharkhand-Tori Phase I Power Projects.
108
to Essar Power MP-Mahan’s and Hindalco’s respective planned power plants. The mine is operated by
Mahan Coal, a 50:50 joint venture between Hindalco and Essar Power. The joint venture provides for the
development of the coal mines for the respective projects of the joint venture partners.
The Mahan coal block is operated by Mahan Coal, a joint venture between Hindalco and the Company,
under which they share management rights over the joint venture’s coal mines. Pursuant to the terms of
the coal allocation made in April 2006, mining was required to commence within 36 to 42 months, a period
which has since expired. Mahan Coal has applied for an extension of this allocation.
According to the Central Mine Planning and Design Institute Limited (‘‘CMPDIL’’), a Government of
India organisation, the Mahan coal block is estimated to have 122 mmt of mineable coal reserves and an
approved annual production of 8.5 mmt of which the Company is entitled to 60% of the reserves,
i.e., 73 mmt. The Company expects that this mine will supply coal to the Essar Power MP-Mahan (1,200
MW) Phase I Power Project for approximately 12.5 years. The coal is of E/F grade, which produces
approximate gross calorific value of 3,800 Kcal/kg. Environmental clearances were obtained in December
2008. A mining licence is expected to be granted within two to three months of forest clearance, with
mining expected to commence within six months thereafter. The Company is in the process of acquiring
land for afforestation (which is required for the forest clearance permit).
109
Transco received a transmission licence from the CERC in April 2008 for the Mahan power project.
Although the Company expects Essar Power Transco initially to undertake the transmission business only
for the Company’s power projects, Essar Power Transco is also expected to develop, own and operate
independent transmission projects and to develop transmission systems for third parties.
Essar Power Transco’s first project is the construction of a transmission system to evacuate the power from
Essar Power MP-Mahan to Essar Steel Hazira, Essar Steel and MP Power Trading Company. This project
will consist of three transmission lines and a sub-station. The transmission lines will include a 315-km
400-KV D/C (quad conductor) line from Essar Power MP-Mahan to Sipat Pooling sub-station, and a 97-km
400-KV D/C (twin conductor) line from the Gandhar NTPC switchyard to Hazira in Gujarat. A 400-KV
20-km line-in/line-out line will be established on the Vindhyachal-Korba line to meet the initial
requirement of start-up power and power evacuation. For this purpose, Essar Power Transco entered into
an agreement with NTPC Limited in February 2010 for the use of 2x400-KV bays at the switchyard of
NTPC’s Jhanor Gandher gas power station in Gujarat. This agreement is subject to the availability of such
infrastructure, NTPC’s requirements for the gas power station and other conditions. The sub-station will
be a 400/220-KV, 3500 MVA sub-station located at Hazira. The current overall cost of this project is
estimated to be Rs. 13.35 billion (US$285.99 million). The project will be financed with 70% debt and 30%
equity. The Company has received approval in principle from Power Finance Corporation and Rural
Electrification Corporation Limited to provide debt financing for this project.
Essar Trading
The Company proposes through its wholly-owned subsidiary Essar Trading to trade the surplus power
capacity following the commissioning of the Company’s Power Plant Projects and to source power from
external power suppliers.
Essar Trading has a category ‘‘C’’ trading licence from the CERC. Under this licence, Essar Trading is
entitled to trade up to 500 million units of electricity per year, primarily to trade Essar Energy’s own
surplus power.
Essar Trading is also a professional member of the Indian Energy Exchange, which enables it to purchase
and sell power both on its own behalf and on behalf of its clients.
Wind power
The Company proposes to manufacture and market 1.5 MW wind turbines under a licence that permits an
annual production capacity of up to 300 units the Company’s wind turbine assembly workshop is proposed
to be set up at Bhuj which is well located for transport by both road and sea. Operations are scheduled to
commence by the third quarter of 2010.
The total cost of setting up the factory is estimated to be Rs. 693 million (US$14.85 million), which is
proposed to be met wholly through equity. The factory is proposed to be constructed on leased land. The
lease deed for this land, the applications for licences and approvals and contracts related to the
construction of the factory are expected to be in place in due course. Construction work will commence in
the second quarter of 2010 and is expected to be completed by the third quarter of 2010.
110
100% interest (d) 100% interest 100% interest in two 100% interest
CSG block exploration blocks
111
• the scope and timescale for the Company (and any other operators of the asset) to undertake
exploration and production activities;
• provision for the Company (and any other operators of the asset), if commercial production is
successful, to recover its exploration, development costs and production costs by being allocated a
share of the oil and gas produced;
• the percentage allocation of oil and gas production between the government owner and the Company
(and any other operators) following the Company’s recovery of its costs or the payment of royalty fees
to the government owner in lieu of such allocation;
• provision that the title to petroleum at all times lies with the government owner, except where title to
crude oil or natural gas has passed in accordance with the provisions of the PSC;
• provision for the creation of a management committee to be comprised of members appointed by the
Company (and any other operators) and the government owner for governing the operations of the oil
and gas asset, including powers to approve annual work programmes and budgets, proposals for the
declaration of a discovery as commercial and the boundaries for or additions to a development area;
and
• requirements for the Company to provide financial and performance guarantees to the government
owner to secure the Company’s exploration and production work commitments.
The Company is required, until such time as India attains self sufficiency in the supply of crude oil and
natural gas, to sell in the Indian domestic market all of the contractor’s entitlement to the crude oil or
natural gas extracted from Indian blocks under the relevant PSCs.
The Company’s exploration and production companies Essar Oil, Essar Exploration & Production Limited
(‘‘EEPL’’), and EEPL’s wholly-owned Nigerian subsidiary, EEPLN, act as the operators under the PSCs
(as well as other forms of exploration and production contracts) for all blocks and fields in which the
Company has an interest except as indicated in the table below.
In addition to continuing to undertake exploration activities on its existing oil and gas exploration assets,
the Company intends to pursue new exploration opportunities through farm-in and participation in future
bidding rounds that may be launched by various countries. The Company continuously evaluates new
exploration and production blocks, both in India and elsewhere.
The Company’s oil and gas exploration and production technical team consists of geologists, geophysicists,
petrophysicists, petroleum engineers, reservoir engineers, well loggers, project managers and drillers,
supported by a management team consisting of professionals in finance, commerce, business development,
logistics, human resources, procurement, contract execution and project consultancy. This team operates
the Company’s oil and gas exploration and production blocks using what the Company believes are the
best practices of the international oil and gas industry in relation to health, safety and environmental
concerns.
The Company believes it was the first company in India to identify CSG potential in the early 1990s and to
demonstrate the technical and commercial feasibility of CSG gas production through its pilot project in the
Mehsana Sobhasan lignito-bituminous coals, which was supported by the United States Agency for
International Development. The Company carried out numerous geological and geophysical studies,
drilled and hydraulically fractured CSG wells, and dewatered and depressurised the deep Sobhasan coal
seams to establish critical CSG parameters, including production of CSG from this project in 1994. The
Company has since developed practices for CSG-well drilling, using a combination of water-well drilling
for non-coal sections, and air drilling for deeper coal sections, resulting in faster drilling of wells and cost
savings, as well as minimising reservoir damage, leading to early CSG production.
The table below sets forth certain information regarding the Company’s oil and gas exploration and
production assets.
PROSPECTIVE RESOURCES RELATE TO UNDISCOVERED ACCUMULATIONS AND,
ACCORDINGLY, ARE HIGHLY SPECULATIVE. A POSSIBILITY EXISTS THAT THE PROSPECTS
WILL NOT RESULT IN THE SUCCESSFUL DISCOVERY OF ECONOMIC RESOURCES, IN WHICH
CASE THERE WOULD BE NO COMMERCIAL DEVELOPMENT.
112
6810DM/0D Foot:
The
Company’s
Onshore/ Total contract Year percentage Date PSC
Development and production assets(1) Country Offshore area (km2) awarded interest Executed(4) JV partner Operator
Premier Oil(7)
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
Ratna Fields . . . . . . . . . . . . . . . . India Offshore 1,000 1996 50% — ONGC (40%) and Premier Oil (10%)
Mehsana Block . . . . . . . . . . . . . . . India Onshore 143.5 1996 70%(6) 16 July 1998 ONGC (30%) Essar Oil
Raniganj Block . . . . . . . . . . . . . . . India Onshore 500 2002 100% 26 July 2002 NA Essar Oil
0D/
The
Company’s
0D VJ RSeq: 1 Clr: 0
Onshore/ Total contract Year percentage Date PSC
Exploration assets(2) Country Offshore area (km2) awarded interest Executed(4) JV partner Operator
(5) (5)
Nigeria Block . . . . . . . . . . . . . . . . . Nigeria Offshore 1,530 2007 100% 10 March 2010 NA EEPLN
Rajmahal Block . . . . . . . . . . . . . . . . India Onshore 1,128 2009(3) 100% — NA Essar Oil
Vietnam Block . . . . . . . . . . . . . . . . . Vietnam Offshore 5,905 2008 100% 24 November 2009 NA EEPL
Assam Blocks . . . . . . . . . . . . . . . . . India Onshore 1,298 2006 100% 2 March 2007 NA Essar Oil
File: CF70801A.;89
Mumbai Offshore Block . . . . . . . . . . . India Offshore 2,810 2008 50% 22 December 2008 Noble Energy EEPL
113
Madagascar Blocks . . . . . . . . . . . . . . Madagascar Onshore 18,050 2006 100% 31 October 2006 NA EEPL
Indonesia Block . . . . . . . . . . . . . . . . Indonesia Onshore 2,310 2008 49.5% 13 November 2008 GSPC GSPC
Australia Blocks . . . . . . . . . . . . . . . . Australia Offshore 9,730 2008 100% 25 September 2008 NA EEPL
(1) ‘‘Development and production assets’’ refers to those assets where production and/or development activities have either commenced or are at such stage as to be expected to
commence shortly.
(2) ‘‘Exploration assets’’ refers to those assets that are in various stages of exploration but where no production and development activities have commenced.
(4) PSCs as well as other forms of exploration and production contracts/permits. The exploration activities in Australia are concluded on the basis of permits issued by the competent
authorities; there is no production sharing regime.
(5) The Company has signed the PSC with 100% participating interest and is currently in discussions with a local Nigerian partner which is expected to acquire a 37% interest in the
Part 6
Nigeria Block, subject to requisite approvals from the Nigerian government.
(6) For the ESU field, the Company’s interest is 70%; it holds 100% of the remainder of the block.
The Business
(7) Essar Oil, ONGC and Premier Oil are in discussions relating to the implementation of a joint operating model for the Ratna Fields. Subject to obtaining the required approvals and
entering into a PSC for the Ratna Fields, the Company expects to implement this model.
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 57061
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Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
Part 6
6810DM/0D Foot:
The Business
Best estimate Prospective Unrisked In-place
2P Reserves 2C Contingent Resources Resources Resources(9)
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
mmbbls Bcf mmboe mmbbls Bcf mmboe mmbbls Bcf mmboe mmbbls Bcf mmboe
Development and production assets(2)
Ratna Fields(4) . . . . . . . . . . . . . . . . . . . . . . . . . India — — — 74.4 39.8 81.0 — — — — — —
0D VJ RSeq: 2 Clr: 0
Mehsana Block(7) . . . . . . . . . . . . . . . . . . . . . . . . India 2.0 — 2.0 — — — — — — — — —
Raniganj Block(6) . . . . . . . . . . . . . . . . . . . . . . . . India — — — — 200.8 33.5 — 792.0 132.0 — — —
Exploration assets(3)
Nigeria Block(6)(8) . . . . . . . . . . . . . . . . . . . . . . . . Nigeria — — — 10.5 136.0 33.2 48.6 264.4 92.7 — — —
Rajmahal Block(5) . . . . . . . . . . . . . . . . . . . . . . . India — — — — — — — 4,722.8 787.1 — — —
Vietnam Block(7) . . . . . . . . . . . . . . . . . . . . . . . . Vietnam — — — — — — — — — — 1,000.0 166.7
File: CF70801A.;89
(1) Net working interest to the Company which, where applicable, does not have any PSC terms accounted for.
(2) ‘‘Development and production assets’’ refers to those assets where production and/or development activities have either commenced or are at such stage as to be expected to
commence shortly.
(3) ‘‘Exploration assets’’ refers to those assets that are in various stages of exploration but where no production and development activities have commenced.
(4) Source: RPS. RPS has also calculated that the 2C net entitlement resources attributable to the Ratna Fields are 50.15 mmbbl of oil and 26.88 bcf of gas.
(6) Source: NSAI. The 2C gas and associated condensate resources (approximately 23.7 mmboe) in the Nigeria Block are classified as development not viable.
(8) The Company’s net working interest assuming a 37% interest is transferred to a local Nigerian partner.
(9) Undiscovered
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Oil(1) Gas(1)
Category Gross Net Gross Net
(mmbbl) (mmbbl) (bcf) (bcf)
1C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.6 61.8 62.3 31.2
2C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148.8 74.4 79.7 39.8
3C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174.8 87.4 97.6 48.8
(1) Gross oil and gas contingent resources are 100% of the resources attributable to the fields, and net oil and gas contingent
resources are those attributable to the Company’s 50% working interest. RPS has also calculated that the 2C net entitlement
resources attributable to the Ratna Fields are 50.15 mmbbl of oil and 26.88 bcf of gas.
The off-take from this field is expected to be evacuated by a 40km pipeline to be laid, which will connect to
existing pipelines.
115
the term of the PSC. Under the PSC, the Government of India has the right to acquire a participating
interest of 30% in any development area containing a commercial discovery. The Government of India
may exercise this right through its designated nominee. In July 1998, Essar Oil and ONGC entered into a
joint operating agreement setting out their respective rights, liabilities and obligations with regard to the
exploration, development and production operations to be carried out in the Mehsana Block.
The government of the state of Gujarat issued a petroleum exploration licence to ONGC (the licensee) in
February 2003. Since then, Essar Oil has completed all three phases of the exploration of the Mehsana
Block and is currently seeking an extension from the Government of India in order to carry out additional
exploration work in the block. In addition, Essar Oil has carried out 3D seismic analysis of over 180 km2 of
the Mehsana Block and has reprocessed 1,300 line kms of 2D data sets. The field development plan for the
EEU field has been submitted for approval to the Mehsana Block’s management committee.
Essar Oil began commercial production of oil at the ESU field of the Mehsana Block in June 2007.
Following commercial discovery and its subsequent approval by the management committee in August
2006, ONGC exercised its back-in rights to 30% of the ESU field. Consequently, the Company has a 70%
participating interest in the ESU field, with ONGC holding the balance of 30%. The Company’s internal
estimate of 2P reserves is 2 mmbbls for its 70% share.
IOCL is the Government of India’s nominee under the PSC for the off-take of crude oil from the Mehsana
Block.
In addition to oil reserves, the Company estimates that the Mehsana Block contains thick deposits of coal/
lignite with the potential for CSG exploitation. Although the Mehsana Block PSC does not permit CSG
exploitation at present, the Company was granted permission by the MoPNG to conduct CSG research and
development activities in the block at its own cost. As part of the above, the Company has drilled 5
core-holes (EML 1 to 5) and entered old oil and gas wells to collect valuable CSG specific data for
assessment of the CSG prospect in this block. To date, the Company has spent around US$7 million on its
CSG research and development activities in the CB-ON/3 block pursuant to permission granted by the
MoPNG. In the Mehsana Report, ARI estimates 2C contingent resources of 747.4 bcf of CSG at the
Mehsana Block.
The Government of India has published a draft strategy paper in 2007 for assessing the possibility of
allowing CSG and oil and gas to be exploited in the same field by a single operator. The Company is
currently seeking permission from the Government of India to exploit CSG from the Mehsana Block and
has submitted a proposal for a separate contract for the exploration and production of CSG in and around
the Mehsana Block. The Company has proposed that the contract be based on standard existing CSG
contracts as prescribed by the Government of India, which provide for a 10% royalty payable to the
Government of India on well-head value and follow the production level payment structure on CSG
production.
116
Essar Oil exercised its option under the contract to move to phase II the pilot assessment and market
survey. The phase II work commitment includes the drilling of 75 pilot wells, which are required to be
completed by 1 May 2011, and carrying out a market assessment for CSG.
The Company has prepared a field development plan for accelerated development of the entire block area
comprising around 500 wells that will be drilled in the block. Additionally, infrastructure in terms of
surface facilities will be put in place to transport this gas to customers. This field development plan has
been submitted to the Directorate General of Hydrocarbons for approval.
In November 2009, the Company entered into a gas sale and purchase agreement with its first customer in
the neighbouring Durgapur industrial area for the sale of 58,700 standard cubic metres of CSG per day
from the Raniganj Block. The Company is in the process of identifying further prospective off-take
customers for the Raniganj Block’s CSG production and finalising further gas off-take agreements with
customers. The Company has also entered into a gas sale and purchase agreement with Matix Fertilisers
and Chemicals Ltd. for the supply of approximately 2.8 mmscmd of CSG commencing from April 2012 for
this company’s proposed ammonia-urea plant to be set up in Panagarh, West Bengal, India.
In addition, to service local customers in the Durgapur region, the Company is constructing an
approximately 48-km-long gas transmission pipeline from this block to the Durgapur industrial area. The
Company is also exploring marketing CSG off-take through city gas distribution in the Kolkata region,
which includes pursuing discussions with PSU and state government undertakings. In addition, the
Company is also exploring the option of transporting gas via a pipeline to Kolkata, approximately 160 km
from the Raniganj Block.
In September 2009, the Company submitted an application seeking approval from the Government of
India’s Ministry of Petroleum and Natural Gas regarding the pricing of initial gas produced from the
Raniganj Block. The Company expects the Ministry’s approval shortly.
NSAI has estimated the gross CSG gas resources in the Raniganj Block as of 31 December 2009 as set
forth in the table below.
CSG
Category (bcf)
1C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.3
2C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200.8
3C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 377.2
Low Estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412.8
Best Estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 792.0
High Estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,631.9
Exploration Assets
Nigeria Block (Nigeria)
The offshore Nigeria Block is situated in the central offshore Niger Delta and in water depths of between
40 to 180 metres. The Nigeria Block is situated in the prolific oil and gas province in shallow waters off the
coast of Nigeria. A few wells drilled by earlier operators within the Nigeria Block area have shown the
presence of good quantities of oil and gas as interpreted from log and well data. The Nigeria Block
comprises more than 1,500 km2 in area and is situated only 40 km away from the coast. Prospective
horizons are also at reasonable depths of less than 3,000 meters and rock properties are of very good
quality.
EEPLN was awarded the interest in the Nigeria Block in May 2007 by the Nigerian government and the
PSC for this block was signed on 10 March 2010. The Company has signed the PSC with a 100%
participating interest and is currently in discussions with a local Nigerian partner that is expected to
acquire a 37% ‘‘carried interest’’ in this block, subject to requisite approvals from the Nigerian
government.
117
Pursuant to the terms of the PSC, EEPLN is required to carry out the first phase of the exploratory work
commitments for the Nigeria Block, including a 3D seismic analysis of 500 km2 and the drilling of one
exploratory well in the first phase of exploration.
EEPLN is the operator of the Nigeria Block.
NSAI has estimated oil and gas resources in the Nigeria Block as of 31 December 2009 as set forth in the
table below:
Oil Gas
Category(3) Gross(1) Net(2) Gross(1) Net(2)
(mmbbl) (mmbbl) (bcf) (bcf)
1C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9 7.5 139.6 87.9
2C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.7 10.5 215.8 136.0
3C contingent resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7 13.7 362.1 228.1
Low estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . 41.3 26.0 223.4 140.7
Best estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . 77.2 48.6 419.7 264.4
High estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . 141.1 88.9 846.8 533.5
(1) Gross oil and gas resources are 100% of the resources attributable to this block.
(2) Net oil and gas resources are those attributable to the Company’s 63% working interest assuming that a 37% interest is
transferred to a local Nigerian partner and do not take into account the terms of the PSC entered into in relation to the Nigeria
Block.
(3) Contingent resources include various sub-classes, including ‘‘development pending’’ and ‘‘development not viable’’ resources.
For further details, please refer to the NSAI OPL 226 Block Report.
CSG(1)
Category (bcf)
Low estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,830.0
Best estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,722.8
High estimate prospective resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,564.0
118
119
next phase of the exploration period or to terminate the relevant PSC. EEPL’s work commitments for the
first phase of the exploration period are as follows:
3103 block . . . . . . . . . . . . an airborne gravity and magnetic survey of 1,000 line kilometres;
a 3D seismic analysis of 100 km2; and
drilling of two exploratory wells.
3110 block . . . . . . . . . . . . an airborne gravity and magnetic survey of 1,000 line kilometres;
a 2D seismic analysis of 200 line kilometres; and
drilling of one exploratory well.
To date, EEPL has completed the reprocessing of existing seismic data sets for the 3103 and 3110 blocks
and has completed acquisition, processing and interpretation of 6,481 line km of the airborne gravity and
magnetic survey for these blocks.
If EEPL makes a commercial discovery within the exploration period, the production phase under the
relevant PSC will be for a period of 25 years (35 years in the case of a predominantly natural gas
discovery).
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Turkey Turkmenistan
Syria
Afghanistan
Iraq China
Iran
Pakistan
Egypt Nepal
India
Crude intake
Saudi Vadinar
Arabia
Oman
Vadinar Euro II/III/IV/V
Markets globally Mumbai
Yemen
Crude intake
30MAR201014194271
In addition, the Vadinar refinery is well connected to India’s rail network and national highways. The
refinery has on-site rail-car and truck loading facilities. The refinery is located approximately 12 km from
the broad-gauge railway line between Rajkot and Okha and has access to this railway line via a branch line
terminating at the refinery. The refinery is also located on the Jamnagar-Okha state highway number 25,
providing for easy transport of refined products via road to India’s western and northern markets.
VOTL, an Essar Affiliated Company, owns and operates the Vadinar port terminal (including the single
buoy mooring) and all of the Vadinar refinery’s pipelines, crude oil and refined product storage facilities,
rail-car and tank truck-loading facilities and road-loading gantries. In addition, Essar Logistics, another
121
Essar Affiliated Company, provides all of the Vadinar refinery’s logistical services for transporting by road
refined petroleum products from the refinery to depots and other places.
The Vadinar refinery’s current refining operating costs are approximately US$1 lower per barrel than the
average costs within the industry (Source: KBC). The following table gives an overview of the Vadinar
refinery’s refining operating costs per barrel based on data from the Company for the nine months ended
31 December 2009.
Source: KBC.
(1) Includes costs of shutdowns, turnarounds, maintenance and repair and other routine maintenance.
In addition to the above refining operating costs, the Company has incurred product handling charges and
other corporate and marketing expenses of US$0.96 per barrel.
Source: Company
Production:
Liquefied petroleum gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.46 3.8% 0.40 4.1%
Naphtha . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.03 0.3% 0.11 1.1%
Motor spirit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10 17.6% 1.67 16.8%
Kerosene/Aviation turbine fuel . . . . . . . . . . . . . . . . . . . . . . . 0.57 4.8% 0.66 6.7%
High speed diesel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.10 42.7% 4.02 40.6%
Fuel oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.72 22.7% 1.97 19.9%
Sulphur . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.07 0.6% 0.06 0.6%
Bitumen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.13 1.1% 0.40 4.1%
Fuel loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.77 6.4% 0.61 6.1%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.95 100% 9.90 100%
122
Current operating
Unit Design capacity capacity(1) Process licensors Design features
(mmtpa, except (mmtpa, except
as indicated) as indicated)
Crude Distillation (CDU) 10.5 14.0 Open Art – Crude column of 90 metres in
height with 76 valve trays
– Superior swing capabilities
Vacuum Distillation (VDU) 5.5 7.2 Open Art Low-pressure steam ejectors with
vacuum pumps, providing energy
savings
Visbreaker (VBU) 1.9 2.2 Axens Soaker with vacuum column,
generating improved conversion
rates and efficiencies
Fluid Catalytic Cracker 2.93 3.3 Shaw, Stone & Webster Light and heavy VGO processing
(FCCU) capabilities
Diesel Hydro 3.7 4.5 Axens Euro IV-grade diesel production
Desulphurisation (DHDS) capabilities
Naphtha Hydrotreater (NHT) 1.5 1.6 Axens High sulphur naphtha
desulphurisation capabilities,
VBU and FCC naphtha
processing
Continuous Catalytic 0.9 1.0 Axens High hydrogen-recovery
Reformer (CCR) capabilities
– Hydrogen by-product
completely utilised in diesel
hydro desulphurisation unit
Sulphur Recovery (SRU) 440 tpd 440 tpd Stork Comprimo
Amine Regeneration (ARU) 3.1 3.1 Open Art
Sour Water Stripper (SWS) 1.5 1.5 Open Art
Kero Merox 2x1,900 tpd 2x1,900 tpd Merichem
Gasoline Merox 1,500 tpd 1,700 tpd Merichem
Unsat LPG Merox 2,800 tpd 2,800 tpd Merichem
Hydrogen Manufacturing 1x10,000
NM3/hr
Product Slate
The Vadinar refinery’s configuration is designed to optimise the refinery’s gross refining margins by
processing low-cost, heavier and acidic crude oils into higher-value products, such as middle distillates.
Since the Vadinar refinery was commissioned, the Company has implemented measures to further improve
the refinery’s processing capabilities. For example, the refinery’s production of lower-margin naphtha has
been substantially reduced by absorption of naphtha in diesel/gasoline by modifying the process. As a
result of laboratory studies and operational trials, the Vadinar refinery is now producing bitumen, a
product with potentially higher gross refining margins than fuel oil. In addition, the Company has designed
and modified refinery operations to shift production within specified ranges to meet product demand.
123
The Company currently procures crude oil through a combination of term contracts and spot market
purchases. The Company continuously evaluates the mix of term purchase contracts and spot market
purchases needed to achieve the procurement of crude oil at the most favourable prices and optimise
refining margins. Approximately 53% of the Company’s crude oil procurement by volume was through
term contracts in the period from 1 April 2009 to 31 December 2009. The Company believes that term
contracts with national oil companies provide better reliability of supplies and generally better pricing
terms than spot market purchases. In the period from 1 April 2009 to 31 December 2009, the Vadinar
refinery obtained approximately 46.4% of its total crude supplies by volume pursuant to term purchase
contracts from national oil companies, including Abu Dhabi National Oil Company, Saudi Arabian Oil
Company and NIOC and 6.4% of its total crude supplies by volume pursuant to a term purchase contract
with an oil major. The current contract with Abu Dhabi National Oil Company has a term from 1 January
2010 to 31 December 2010 and provides for a total committed supply of 14,000 bpd of crude oil, including
Murban, Lower Zakum, Umm Shaif and Upper Zakum crude types. The current contract with Saudi
Arabian Oil Company has a term from 1 January 2010 to 31 December 2010 with a total committed supply
of 20,000 bpd of Arabian Extra Light crude oil. The current contract with NIOC has a term from 1 October
2009 to 31 December 2010 and provides for a total committed supply of 9,600,000 barrels of crude oil per
quarter, including Iranian heavy, Foroozan, Soroosh and Nowrooz crude types. In addition to the term
contract with NIOC, the Company purchased 1.99 million barrels of crude oil of Iranian origin in the year
to 31 March 2010 and 0.20 million barrels of crude oil of Sudanese origin in the year to 31 March 2009, in
each case through international oil companies. In the year to 31 March 2010, the aggregate amount of
crude oil of Iranian origin purchased by the Company was 40 million barrels. The Company believes that
spot market purchases are useful in helping the Vadinar refinery to adjust its crude mix to changes in
market conditions and any unexpected events that may impact the refinery’s operations by enabling a
portion of crude supplies to be purchased on a quick ‘‘as needed’’ basis. The Vadinar refinery procures
crude oil supplies on a spot basis from national oil companies, such as Saudi Arabian Oil Company and
Petroleos de Venezuela SA; oil majors, including BP, Shell and Total as well as oil traders, including
Glencore and Vitol.
The Company’s strategy is to diversify the regions from which it sources its crude oil supplies to help
minimise its exposure to any one region. During the period from 1 April 2009 to 31 December 2009, the
Company sourced 74% of its crude oil by volume from the Middle East, 15% from South America, 6%
from Africa and 5% from Russia. The Refinery Expansion Projects are expected to increase the Vadinar
refinery’s ability to process tougher and more acidic crudes, enabling the Company to source a higher
percentage of its crude oil from regions outside the Middle East.
The Vadinar refinery uses catalysts and other chemicals for various production processes. The Company
procures catalysts from a variety of international suppliers, generally under term contracts. Other
chemicals are also generally purchased under longer-term contractual arrangements from a variety of
international and domestic suppliers.
124
and output plans for the Vadinar refinery generally three to four months in advance of when the crude is
actually processed, while the IST team decides the mix of spot and term crude purchases for the refinery
and negotiates the terms of such purchases. The EPS team also aims to maximise the Vadinar refinery’s
capacity by analysing and implementing techno-economic studies for debottlenecking of refinery
constraints and setting refinery maintenance and shutdown schedules.
The EPS team aims to optimise the Vadinar refinery’s operations and thereby maximise refining margins
by managing the sale of refined products and by evaluating and recommending time periods and quality
criteria. The EPS team is responsible for ensuring that the right qualities and quantities of products are
available from the Vadinar refinery. The IST team is responsible for ensuring that exports from the
Vadinar refinery are carried out in appropriate quantities and in a timely manner in coordination with
EPS. The IST team also decides the mix of spot and term export sales of refined petroleum products.
To enable the Company to determine how best to optimise the Vadinar refinery’s crude and product slate,
the EPS team uses software, such as Aspens Process Industry Modelling System as well as crude assay
databases licensed from Royal Dutch Shell PLC through Spiral Software Limited.
The following table shows, for the periods indicated, the Vadinar refinery’s gross refining margins
compared to the International Energy Agency Singapore Margin (Dubai Hydrocracking Margin) crack
spreads for the periods indicated.
For more information about the Vadinar refinery’s gross refining margins, see ‘‘Gross refining margin or
GRM’’ in Part 2 ‘‘Presentation of Financial and Other Information’’ and ‘‘Factors Affecting Results of
Operations and Financial Condition—Gross Refining Margins’’ in Part 9 ‘‘Operating and Financial
Review’’.
The IST team utilises hedging instruments, to a certain extent, to reduce the impact of price volatility in
crude oil and refined petroleum products on the Company’s profitability. To this end, the IST team uses a
wide range of conventional oil price-related commodity derivatives traded on the OTC market and
overseas commodity exchanges. To the extent derivative instruments are used for hedging purposes, they
typically do not expose the Company to market risk because the change in their market value is largely
offset by a corresponding opposite change in the market value of the asset, liability or transaction being
hedged. All derivatives transactions are cash settled.
125
The power plant also provides power to VOTL (via its power purchase agreement with Essar Oil) for
powering the Vadinar terminal.
For more information about the Vadinar Power-Jamnagar power plant, see ‘‘—Power—Operational Power
Plants—Vadinar Power-Jamnagar (120 MW)’’.
(2)
13 Phase 2
(March 2013)
Phase 1
(March 2011)
11
(3)
Phase 2
(March 2013)
Nelson complexity
Reliance
9
Phase 1
(March 2011) PDVSA Cardon
7 GS Caltex – Yosu
Essar refinery
today SK Ulsan
5
Essar refinery
today
3
1
0 200 400 600 800 1,000 1,200 1,400
Capacity (kbbl/d)
(a)
KBC Company 8APR201020273509
(1) The complexity figures for the refineries (other than Essar refinery as indicated) are based on the post-1998 methodology used
in a report prepared by KBC.
(2) The Company has calculated the average Nelson Complexity Index rating of the current Vadinar refinery to be 6.1, which is
expected to increase to 11.8 following completion of the Phase I Refinery Project and to 12.8 following completion of the
Phase II Refinery Project based on the pre-1997 Nelson methodology and including some additional process units (sour water
strippers and sulphur recovery units). The Company also applies a ‘‘Hydrocracker’’ factor to the high pressure VGO
Hydrotreater and includes it in its calculations. In contrast, a report prepared by KBC calculates the average Nelson Complexity
Index rating of the current Vadinar refinery to be 4.8, which it expects to increase to 8.4 following completion of the Phase I
Refinery Project and to 10.0 following completion of the Phase II Refinery Project using the post-1998 methodology and having
not taking into account the aforementioned additional process units.
For the purposes of the Prospectus, the figures used in the complexity of the Vadinar refinery are those as calculated by the
Company.
(3) The timing for Phase II will be finalised based on a review of market conditions and securing committed financing.
Source: Company information/KBC.
126
The Refinery Expansion Projects are designed to further maximise the Vadinar refinery’s production of
higher-margin products, such as ATF and transport fuels, while minimising the refinery’s production of
lower-margin products, such as fuel oil. The Vadinar refinery’s higher complexity following completion of
the Phase II Refinery Project is expected to enable the refinery to process a greater variety of crudes and to
process low-cost, heavy and acidic crude oils. Approximately 37% of the refinery’s product slate is expected
to consist of diesel, of which up to 60% can be produced to meet Euro V product quality standards without
sacrificing economic operations. In addition, the Company expects approximately 24% of the refinery’s
product slate to consist of gasoline, of which 70% can be produced to meet Euro V grade product quality
standards without sacrificing economic operations. Following completion of the Refinery Expansion
Projects, the Company expects the Vadinar refinery to have growth opportunities within the petrochemical
business with feedstock availability for the complete petrochemical product range.
In connection with the Phase I Refinery Project, the Company is currently in the process of upgrading and
increasing the average Nelson Complexity Index of the Vadinar refinery from 6.1 to an expected 11.8,
through a programme of debottlenecking and by adding new process units. The Phase I Refinery Project
also involves the construction of ancillary facilities for the Vadinar refinery such as additional tanks to
receive the crude oil, product tanks to store a wider variety of products, an additional berth at the Vadinar
terminal facility and additional dispatch facilities by road.
The Company expects the refinery’s overall weighted average Nelson Complexity Index to increase to 12.8
on completion of the Phase II Refinery Project.
The Phase I Refinery Project is expected to be completed by March 2011.
The Company intends to finalise the timing for implementation and completion of the Phase II Refinery
Project following a review of market conditions and the securing of financing commitments for the project.
127
The following table sets forth the Vadinar refinery’s main process units and their expected capacity
following completion of the Phase I Refinery Project and the Phase II Refinery Project as well as the
names of the process licensors for various process unit technologies. The data set forth in the table below is
indicative data only.
Source: KBC
128
Set out below is a schematic overview of the main process units of the Vadinar refinery following the
completion of the Phase I Refinery Project.
ISOM
Gas streams
Refinery fuel gas
15APR201012474538
Source: Company information
Upon completion of Phase I Refinery Project, which is expected to extend the Vadinar refinery’s total
throughput capacity to 18 mmtpa, the expected process flow of the refinery is as set out in the diagram
above. The key processes are as follows:
• Crude oil will be transported to the refinery through a pipeline and processed in the Crude
Distillation Unit (‘‘CDU’’), the Vacuum Distillation Unit (‘‘VDU’’) and concurrently in the modified
Visbreaking Unit (‘‘VBU’’) to produce light and medium and heavy products and residue;
• the light products comprising of LPG and naphtha will be processed through the SGU to separate the
LPG (which would then be processed through the LPG Treating Unit and sent onwards to storage)
from the naphtha. Naphtha/Gasoline streams from the CDU and Delayed Coker Unit (‘‘DCU’’) will
be processed in the Naphtha Hydrotreater Unit (‘‘NHT’’), where the naphtha will be separated into
light and heavy naphtha. The light naphtha will then be processed in the Isomerisation Unit
(‘‘ISOM’’) and the heavy naphtha in the Continuous Catalytic Reforming Unit (‘‘CCR’’). The
Naphtha/Gasoline streams will then be blended with cracked gasoline from the Fluid Catalytic
Cracking Unit (‘‘FCCU’’) to produce marketable Motor Spirit. High octane gasoline meeting
Euro IV/V specifications will also be produced through the blending of streams;
• Kerosene/ATF will be processed through an ATF treating unit before despatch to storage;
• the vacuum residue from the VDU will be processed in the DCU which will generate valuable light
products including naphtha, coker gasoil, heavy coker gasoil and petcoke;
• the heavy gasoils from the VDU as well as the DCU will be processed through the VGO Hydrotreater
and thereafter through the FCCU to generate LPG, gasoline, light cycle oil and clarified slurry oil;
and
• diesel products from the CDU/VDU, DCU and FCCU will be processed through the Diesel Hydro
desulphurisation (‘‘DHDS’’) and then the Diesel Hydrotreater (‘‘DHDT’’) units and the two streams
blended to produce marketable HSD meeting Euro IV/V quality norms.
129
Fuel oil and bitumen are also produced through appropriate blending of residue components with cutter
stocks.
To meet stringent environmental regulations, the off-gases from the hydrotreaters will be treated in the
Sour Water Stripping unit (‘‘SWS’’), Amine Regeneration unit (‘‘ARU’’) and finally converted to elemental
sulphur in the Sulphur Recovery unit (‘‘SRU’’).
Upon the completion of the configuration of process units resulting from the Phase I Refinery Project, the
Vadinar refinery should be capable of processing a higher percentage of tough and opportunity crudes,
thereby enhancing gross refining margins and profitability.
Following completion of the Phase I Refinery Project, the Vadinar refinery’s process units will be further
optimised for additional throughput beyond design capacity.
The Vadinar refinery is expected to receive a regular supply of crude oil from an indigenous Indian source
beginning in May 2010, which will be transported through a direct pipeline from the well to the refinery.
This new crude will be processed in the refinery blended with the other crudes which are currently being
processed. Following the completion of the Phase I Refinery Project, and once the delayed coker unit is
commissioned, the existing visbreaker unit will be used as a crude distillation unit. Once completed, this
VBU will be able to process the new crude in a capacity of up to 2 mmtpa, thereby increasing the
throughput capacity of the crude distillation unit to 18 mmtpa.
The Vadinar captive power plant’s capacity is currently being expanded to substantially meet the refinery’s
capacity requirements upon completion of the Refinery Expansion Projects. For information about the
expansion plans for the Vadinar power plant, see ‘‘—Power—Phase I Power Projects—Vadinar Power
Plant Expansion’’. Currently, the Vadinar refinery is consuming internal fuel oil for its captive power plant
to meet power and steam requirements. Internal fuel oil will be replaced by natural gas from May 2010,
resulting in substantial savings in the refinery’s fuel consumption. The refinery intends to eventually
replace the natural gas it will be utilising beginning in April 2010 to fuel its power and steam requirements
with coal, a less expensive fuel.
Expected Throughput
Upon completion of the Phase II Refinery Project, the Company expects that the Vadinar refinery’s crude
oil requirements will be more than double its current requirements. The Company expects that the Vadinar
refinery will be able to process a majority of the different grades of crude oil available in the international
market, including crude oils from the Middle East and Latin America. Depending on market conditions
and the price differentials between crudes, the Company expects the proportion of heavy and tough crudes
processed at the Vadinar refinery to increase compared to the proportion of light crudes and sweet crudes
processed. The Company plans to source the majority of the Vadinar refinery’s crude supplies from Latin
America and the Middle East through long-term contracts with suppliers, including national oil companies,
which will be supplemented by spot market purchases.
The table below provides an overview of the Vadinar refinery’s expected throughput mix following
completion of the Phase I Refinery Project and Phase II Refinery Project. The refinery’s actual crude oil
throughput may differ from those set forth in the table below due to changes in the availability of various
types of crude oil, market prices for crude oil and refined products and market demand for different types
of refined products. The data set forth in the table below is indicative only.
Following completion of the
Crude Oil Phase I Refinery Project(1) Phase II Refinery Project(1)
Light . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11% 5%
Medium and Heavy . . . . . . . . . . . . . . . . . . . . . . . . . 25% 32%
Ultra-heavy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64% 63%
Total throughput . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 mmtpa 36 mmtpa
375 kbpd 750 kbpd
Source: KBC
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Source: KBC
Following completion of the Phase I Refinery Project it will be possible to produce all gasoline to Euro IV
sulphur quality. There will also be the capability to produce up to 40% to Euro V sulphur quality if
required. Up to 50% of the gasoline could be produced to 95 RON. It will also be possible to produce all
diesel to Euro IV sulphur quality; there will also be the capability to produce up to 25% to Euro V sulphur
quality if required.
Following completion of the Phase II Refinery Project it will be possible to produce more than 70% of
gasoline to Euro V sulphur quality without sacrificing economic operation and a further 15% could be
produced at a higher cost. All the gasoline could be produced to 95 RON. It will be possible to produce up
to 60% of diesel to Euro V sulphur quality without sacrificing economic operation and a further 10-15%
could be produced at higher costs.
Percentage of
Phase I Refinery Project costs Rs. US$ total cost
(in millions) (in millions)
Land and buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 930 19.9 1%
Plant and machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 59,560 1,275.9 76%
Project management and engineering fees . . . . . . . . . . . . . .... 6,350 136.1 9%
Preliminary & pre-operational expenses and interest during
construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 11,260 241.2 14%
Total project costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,100 1,673.1 100%
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The Company plans to finance the Phase I Refinery Project through a mixture of cash flow from
operations, equity contributions, and third-party debt financing.
The Phase I Refinery Project has a cost of US$1,673 million, of which US$985 million has been committed
through third party debt financing. Of the remaining US$688 million of equity financing, US$428 million
has been funded from cash flows from operations and equity injected by the Essar Group, and
US$260 million will be funded from the proceeds of the Offer. The Company has secured these financing
commitments. See ‘‘Indebtedness—Funding the Expansion Projects—Financing Arrangements for the
Phase I Refinery Project’’ in Part 9 ‘‘Operating and Financial Review.’’
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of KPRL. It is proposed to fund the modernisation through an equity contribution of 30%, with the
balance to be funded by KPRL through debt financing.
Planned upgrades include the re-configuration and modernization of the refinery to enable it to run at its
design capacity of approximately 4 mmtpa including the construction of residue conversion facilities, the
minimisation of emissions and the capability to produce products meeting AFRI IV specifications. With
the modernisation, the refinery is expected to increase its yield on gasoline, kerosene and diesel by as much
as 18% of its total crude throughput. In addition, the Company is of the view that the refinery’s LPG
production is likely to go up from the current 30,000 metric tonnes per year to 115,000 metric tonnes per
year. KPRL also intends to have a captive power plant built at the refinery to reduce disruptions in power
supplies.
The Company’s domestic sales and international export sales as a percentage of the Company’s total sales
have historically varied from quarter to quarter, primarily due to fluctuations in domestic sales. Therefore,
international export sales, on a quantity basis, accounted for 26% of the Company’s total sales of refined
petroleum products in the quarter ended 31 March 2009, 13% in the quarter ended 30 June 2009, 27% in
the quarter ended 30 September 2009 and 34% in the quarter ended 31 December 2009.
Compared to international export sales, the Company has more flexibility in choice of delivery channels for
domestic direct sales, as products may be shipped not only by sea but also by road, rail or pipeline.
Depending on market conditions, domestic bulk prices are generally equivalent to, or, in certain cases,
higher than those on the international spot market, enabling the Company to generate higher profit
margins.
Essar Energy’s domestic direct sales include both spot and term sales for primarily motor spirits, HSD,
kerosene, LPG, fuel oil, sulphur and bitumen. The Company sells a significant proportion of its refined
petroleum products, including motor spirits and HSD on a bulk-sales basis to domestic oil marketing
companies whose marketing requirements are greater than what their own refineries produce, as well as to
domestic industrial customers.
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Products are delivered directly to the Company’s retail stations by road from the nearest terminals or
depots. The Company has terminals at Vadinar, Sirohi in the state of Rajasthan and at Jawaharlal Nehru
Port Terminal near Mumbai in the state of Maharashtra. The Company has also made arrangements with
PSU oil marketing companies for trading of petroleum products for its retail network.
Franchisee-Owned and -Operated Model
The Company runs its retail fuel stations on a franchisee model and believes it was the first private entity
to establish a retail station franchisee model in India. This model is designed to limit Essar Energy’s capital
commitments to the construction and development of retail fuel stations. Under the franchisee model, a
third-party or franchisee generally owns or controls the land on which the station is located and leases or
sub-leases the land to the Company for a period of 20 to 30 years. The Company then enters into land
leaseback and franchisee agreements with the franchisee. Under the franchisee agreement, the franchisee
is obligated to make all necessary investments related to the construction and installation of the retail
station in accordance with the Company’s specifications and designs. In addition, the franchisee is required
to bear all costs related to the operation of the retail station. In return, the Company makes rental
payments for the land on which the station is situated to the franchisee or third-party landowner at an
annual rent of 5% of the land’s assessed value, and 5% return on capital costs to set up the station, which is
linked to the monthly targets decided at the time of the finalisation of the franchisee agreements. The
franchisee also earns a fixed commission on the product sold from the retail fuel station. This commission
is a mark up in the retail selling price that the franchisee would charge to the final customer from the
station. In addition, in circumstances where the franchisees are not able to earn a return on product sold as
a result of higher fuel prices compared to its PSU competitors, the Company has in the past paid the
franchisees an amount equal to 12.5% p.a. of their investment to compensate them. Lease rent and return
on investment paid to franchisees under the franchisee agreements amounted to Rs. 89.1 million
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(US$1.86 million) in the nine months ended 31 December 2009. Under the franchisee agreements,
franchisees are required to purchase the products they sell from the Company only.
Government Policy
The profitability of the Company’s domestic retail operations is critically dependent on the international
crude/product prices and the retail selling prices. The Company has to follow the selling prices of the PSU
retail outlets to remain competitive. The Government of India controls the retail prices in India for sales
by PSUs, which control approximately 92% of the total retail fuel stations within India. Where the retail
prices are not adequate to cover the crude prices, the Government of India compensates PSUs through a
subsidy mechanism involving the issuance of oil bonds/cash subsidy/discounts on the crude prices supplied
by the Government of India’s upstream companies. When the prices at PSU retail fuel stations are below
cost, the Company’s retail sales operations are reduced. However, in select markets a small premium is
charged to the PSU retail prices to continue sales operations. The Company has used its flexible franchisee
model to its advantage by increasing its sales in retail operations when retail selling prices are above the
crude prices and, when retail selling prices are below the crude prices, decreasing its retail sales. An expert
panel under the chairmanship of Dr. Kirit S. Parikh submitted its report on ‘‘A Viable and Sustainable
System of Pricing of Petroleum Products’’ in February 2010 and has, among other proposals, recommended
that the prices of petrol and diesel should be determined by the market for both PSUs and private
companies. Should this recommendation be passed, as the Company believes is likely, this would enable
the Company to significantly step up the expansion of its retail operations. Any changes resulting in
deregulation of auto fuel pricing will benefit the Company.
Other Business Opportunities
The Company has recently started exploring opportunities for the marketing of other petroleum products
as well as non-petroleum products through its retail station network. The Company plans to sell
automobile LPG and CNG through its retail stations by partnering with LPG and CNG companies. In
addition, the Company has entered into revenue-sharing arrangements with certain third parties with
regard to the sale of products such as automobile lubricants and batteries, fertilizers, agricultural seeds,
food and beverages, as well as the provision of automated teller machines, to further enhance franchisees’
revenue-earning options.
Export Sales
The Company accounted for 23.6% of its total sales (in terms of revenue) through export sales in the
period from 1 April 2009 to 31 December 2009. Over the years the Company’s exports include fuel oil, gas
oil, jet fuel, gasoline and naphtha to over 15 countries. The Company employs a combination of spot
contracts and short-term contracts for international export sales. Term contracts for exports are generally
for six months or less in duration with the variable pricing terms generally tied to prevailing market prices
at the time the products are loaded for delivery to customers. Depending on the buyer, the Company may
require letters of credit to support payment obligations under term contracts. the Company exports
products primarily on a free-on-board basis but also on a cost-and-freight basis, depending on the
customer’s requirements and trading conditions.
The Company’s export customers include:
• oil majors such as BP, Shell, Chevron, Conoco Philips and Total;
• international petroleum product traders such as Fal Oil, Koch, Marubeni, Glencore, Trafigura and
Vitol; and
• the national oil companies of countries such as Sri Lanka, Malaysia and Indonesia.
In addition, in January 2009, Essar Energy exported 0.3 million barrels of gasoline to an international oil
company, which was destined for the port of Bandar Abbas in Iran. The Company expects that the
Refinery Expansion Projects, and the increased complexity of the refinery, will enable the Company to
further diversify its refined petroleum product exports geographically. It will also allow it to seek enhanced
refining margins along with the market access the Mombasa refinery and any other potential acquisitions
may provide.
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Transportation Services
Essar Logistics provides the Vadinar refinery’s logistical services for transporting refined petroleum
products from the refinery to various locations within India where these products are ultimately sold. For
the import of crude oil and the dispatch of refined petroleum products, Essar Oil charters tankers directly
from the market. For the import of capital goods, Essar Logistics provides transport services for moving
materials and equipment from the shipment port to the destination port, including port handling,
clearance, unloading of equipment at the site and related services.
For a description of the Company’s agreements with Essar Logistics, see Part 15 ‘‘Relationship with the
Essar Group’’.
For the import of crude oil and the despatch of certain refined products, the Company charters tankers on
the open market.
To supply petroleum products to its retail fuel station network, the Company has product purchase
agreements with the Indian national oil companies. the Company also has a terminal service agreement
with Indian Oil Tanking Limited at Jawahar Lal Nehru Port Trust and Jainsons at Kosikalan and has its
own location under a finance lease at Sirohi, Rajasthan. In total, the Company currently has 29 locations
across India from which it sells products from the refinery; in addition, it sells refined petroleum products
through its network of retail stations.
The Company is presently in discussions with HPCL for the distribution of refined petroleum products to
the Company’s retail fuel stations through the Mundra-Delhi pipeline.
To service the expected expansion of its retail station network, the Company plans to:
• open inland storage points at strategic locations;
• use private tanks that may already be available or construct new depots or terminals on a
build-own-operate-transfer basis. Some of these terminals are expected to also have rail unloading
facilities; and
• continue negotiations with PSUs for the lease of certain of their depots and terminal facilities.
COMPETITION
Power
The Indian power sector is becoming increasingly competitive, largely as a result of the Government of
India’s measures to deregulate, liberalise and increase private investment in the Indian power sector.
The Company’s largest power company competitors include National Thermal Power Corporation,
Reliance Power Limited, The Tata Power Company Limited, Adani Power Limited and JSW Energy
Limited.
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In its exploration and production business, the Company faces significant competition from other Indian
companies, including ONGC and Reliance Industries Limited, major multinational oil companies, such as
Shell, BP and ExxonMobil, and other international companies, such as Cairn and Premier Oil.
In retail distribution of refined petroleum products, the Company’s primary competitors are the
PSU-owned or controlled retail stations. As of 30 November 2009, the PSUs owned 35,621 out of a total of
38,573 retail stations in India according to Industrial Performance Review. Within the PSUs, the Company
faces significant competition from IOCL, BPCL and HPCL. In the aggregate, these entities sold 36.8 TMT
of the total of 37.8 TMT of retail petroleum products sold in India in the period from 1 April 2009 to
30 November 2009. The Government of India provides PSUs with price subsidies for retail refined
petroleum products, enabling the PSUs to price their products below cost. Although the Company is free
to set its own prices, as long as the PSUs sell petroleum products below cost, the Company either has to
sell its refined petroleum products below cost for a loss, or charge higher, non-competitive prices.
INSURANCE
Overview
The Company’s operations are subject to the risks normally associated with exploration and production
activities, oil refining, the transportation and storage of crude oil, coal, natural gas, the generation and
transmission of power and other raw materials and the transportation and storage of petroleum products.
In addition, the Company’s operations are subject to the general hazards associated with the disposal of
waste.
In addition to the insurance coverage described below, the Company also possesses public liability
insurance coverage.
The Company believes that its existing insurance coverage is adequate to cover all general material risks
associated with the Company’s operations and is in accordance with industry standards in India.
Power
The Company believes that it possesses adequate insurance to cover the power business’s current
operations. The Essar Power-Hazira and Bhander Power-Hazira plants are insured under an annually
renewable umbrella policy covering material damage, loss of profits and equipment failure as well as a
public liability policy covering third-party liabilities. Standard exclusions apply to this policy, including
exclusions for wilful misconduct, fines, penalties and punitive damages, war, invasion, acts of foreign
enemies and nuclear risks. For these two power plants, the Company also maintains marine (import and
inland) and marine open cover (cargo) insurance policies covering certain items in transit to or from the
relevant power plant, money policies and fidelity guarantee policies, but excluding losses resulting from
terrorism, under which the total coverage for these two plants is Rs. 46.32 billion (US$992.28 million).
For other power projects, the Company maintains an umbrella marine and erection insurance policy
covering marine transit risks as well as risks relating to erection, testing and commissioning, under which
the coverage is Rs. 122.62 billion (US$2.62 billion). The power projects are also covered for acts of
terrorism for an aggregate amount of Rs. 10 billion (US$214.22 million).
The power business obtains insurance coverage for all power projects during the construction phase, in
accordance with the core perceived risk exposures for the power plants and also in accordance with the
requirements of Group’s lenders’ insurance consultants. This includes third-party insurance for these
projects in respect of the risks associated with the Company’s assets, as well as infrastructure that is
ancillary to the projects during the construction phase. The Company’s power project financing
arrangements also require the Company to maintain a certain level of insurance coverage for the term of
the financing.
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Rs. 7,400 million (US$159 million). In addition, the Company has a marine import insurance umbrella
policy covering crude shipments under which the coverage is Rs. 225,000 million (US$4,820 million), a
stocks declaration umbrella policy covering raw material inventories, work in process and finished goods
under which the coverage is Rs. 3,500 million (US$750 million), an operational umbrella policy covering
the single buoy mooring at the Vadinar terminal and associated pipelines, risers and other equipment
under which the coverage is Rs. 5,580 million (US$120 million) (Essar Oil Rs. 990 million (US$21 million),
VOTL Rs. 3,780 million (US$81 million), an umbrella policy covering acts of terrorism under which the
coverage is Rs. 204,200 million (US$4,374 million) (Essar Oil Rs. 170,000 million (US$3,642 million),
VOTL Rs. 26,800 million (US$574 million) and VPCL Rs. 7,400 million (US$159 million), an umbrella
public liability policy covering third-party liabilities under which the coverage is Rs. 150 million
(US$3 million) and other insurance policies covering other specific risks faced in its operations in
accordance with industry standards.
The Company has also obtained an umbrella policy covering marine and erection insurance to provide
cover for potential losses associated with the Phase I Refinery Project, including cover for the value of
certain items of equipment damaged or destroyed during transit by ocean, air, rail and road to the project
site and erection, commissioning and testing of the equipment at the project site, under which the coverage
is Rs. 62,510 million (US$1,339 million) for erection all risks works, Rs. 43,250 million (US$927 million)
for the value of equipment damaged or destroyed during transit by ocean, air and rail and Rs. 750 million
(US$16 million) for third party liability arising out of project work at site. Standard exclusions apply to this
policy, such as for wilful misconduct, ordinary wear and tear, unsuitability of packing, war, invasion, acts of
foreign enemies and nuclear risks.
EMPLOYEES
The following table provides an overview of the Company’s full-time-equivalent employees by business
(including employees shared between the businesses) and by function as of the dates indicated:
As of
As of 31 March 31 December
2007 2008 2009 2009
Power
MD/CEO and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 6 7 7
Finance accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 22 33 37
Technical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 216 290 322
HR and Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 16 25 26
Business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 8 5
Project development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 55 58 65
Materials and procurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 0 0 0
Project Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 0 57 50
IT/CSR/Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 19 12 15
Trainee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 49 38 63
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 0 0 0
Subtotal—Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276 386 528 590
Energy
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 91 148 167
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 231 283 322
Refinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 459 541 487 667
International supply and trading . . . . . . . . . . . . . . . . . . . . . . . . . . 39 65 40 37
Exploration and production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 115 159 182
Refinery expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 141 202 178
Petrochemical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 110 42 0
Subtotal—Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,035 1,294 1,361 1,553
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,311 1,680 1,889 2,143
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Essar Energy has implemented various initiatives to improve employee performance such as
comprehensive feedback systems, productivity enhancement schemes and performance management
systems. In addition, to upgrade the technical skills of employees, the Company has introduced various
initiatives such as training programmes, executive development reviews, learning management systems,
coaching and mentoring programmes and team building programmes. The power business offers its
employees comprehensive ongoing training and has designed a 26-week training programme to raise their
skills and capabilities with respect to power project operations. The power business also participates in a
BS degree programme in power engineering in conjunction with the Birla Institute of Technology and
Science in Pilani. In addition, the power business plans to set up a simulator centre for training operational
and maintenance personnel. The oil and gas business, in addition to offering its employees comprehensive
ongoing training, participates in the M.Tech (Process Engineering and Design) Programme, M.Tech
(Refinery and Petrochemical Engineering) Programme, M.B.A. (Oil and Gas Management) Programme,
Post Graduate Diploma (Refinery Technology) and M.Tech (Exploration and Production) in conjunction
with the Indian School of Petroleum and Energy (ISPE) and the University of Petroleum Studies.
The Company has staff welfare schemes in place, including employee health and social security schemes.
The Company’s corporate activities are directed by senior management from its corporate office in
Mauritius.
The Company believes it enjoys good relations with its employees. The Company has not experienced any
instances of industrial actions that have had a material adverse effect on the Company’s results of
operation.
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While the Company takes precautions to avoid accidents and leakages, spillages and any other incidents of
pollution, the Company has trained emergency response teams and equipment to deal with any emergency
at the Vadinar refinery and the Company’s operating power plants. To gauge the performance of the
emergency response team, mock emergency response drills are carried out on a regular basis.
The Company has also established a Health, Safety and Environment Committee, for further information,
see ‘‘Corporate Governance’’ in Part 8 ‘‘Directors, Senior Management and Corporate Governance’’.
Power
Each of the Company’s operating power plants has, and each Power Plant Project once operational, is
intended to have, its own health, safety and environment department to ensure compliance with applicable
health, safety and environmental standards. The Company has established procedures to oversee work
safety and to determine safety measures and standards across all of the Company’s existing power plants
and Power Plant Projects in accordance with the relevant safety laws and regulations in India and Canada.
Starting at the design and engineering stage of a power project, the Company adopts fail-safe technology
for all equipment, electrical machines and electronic control systems in accordance with international
standards of industrial safety. The Company’s operational power plants have, and each of the Power Plant
Projects once operational is intended to have, integrated safety systems and emergency shutdown systems
for smooth and safe stoppage in emergency and abnormal conditions. The Company expects to have
available 24-hour, experienced and well-equipped fire fighting crews for all of the Company’s future power
plants once they commence operations.
Essar Power has ISO 14001 certification for its four operational power plants. In addition, all operational
power plants in India have OHSAS 18001 certification.
Prior to the commencement of any power project, the Company undertakes environmental impact
assessment studies to international standards to determine the environmental impact of the construction
and operation of the project at the selected site. Generally, the major pollutants likely to affect the
environment at the projects currently under development include sulphur dioxide, nitrogen oxide
emissions, liquid effluents and noise generated during project operations. The Company equips all of its
power plants with devices for the control of pollutants to levels within required norms.
PROPERTY
At Vadinar, the Company owns approximately 2,252 hectares of land acquired through direct purchases
and grants by the Government of Gujarat, including the site for the existing Vadinar refinery and the
Refinery Expansion Projects. Of these 2,252 hectares of land, the Company has leased approximately 1,003
hectares to VOTL for the construction of its terminal facilities and approximately 65 hectares of this land
to VPCL for its power facilities.
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The Company also owns approximately 25 hectares of freehold land at Baid Village in Jamnagar District in
the state of Gujarat which has been leased out to Vadinar Properties Limited (‘‘Vadinar Properties’’), an
Essar Affiliated Company, which has built a residential colony for employees involved in the construction
of the Vadinar refinery and the Refinery Expansion Projects. The Company also owns land, together with
approximately 73 residential flats in Jamnagar, India. The Company has also entered into a lease
agreement with Vadinar Properties, and Essar Affiliated Company, to lease transit accommodation and
other assorted facilities for the use of visiting employees and guests, also in Jamnagar.
The Company entered into a rental agreement with Essar House, to lease three floors of the Essar House
building at 11, Keshavrao Khadye Marg, Opp, Race Course, Mahalaxmi Mumbai 400034 in April 2006 for
a period of 11 months from 1 April 2006, for a refundable deposit of Rs. 202.6 million and a monthly rent
of Rs. 1 million (US$0.02 million) for its oil and gas business. The rental agreement has been extended
until 31 March 2011. In addition, for its power business, the Company has entered into three rental
agreements with Essar House to lease three additional floors of the Essar House building for a period of
36 months from 1 January 2008, for an aggregate refundable deposit of Rs. 240 million (US$5.1 million)
and a monthly rent of Rs. 2.1 million (US$0.04 million).
INTELLECTUAL PROPERTY
The Company has registered some of the brands under which it sells its refined petroleum products, such
as ‘‘DDX’’, ‘‘Essar Ace’’ and ‘‘Punch’’, under certain classes of trademarks. In addition, certain members of
the Group have been granted the right to use the ‘‘Essar’’ name for the purposes of their corporate
identities and for operating their business worldwide. For further information see Part 15 ‘‘Relationship
with the Essar Group’’ and paragraph 13.8 of Part 16 ‘‘Additional Information—Material Contracts.’’
For information about the Company’s legal and other proceedings, see ‘‘Litigation’’ in Part 16 ‘‘Additional
Information’’.
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PART 7
REGULATORY OVERVIEW
Set forth below is a brief overview of the laws and regulations governing the power and the oil and gas
industries in India.
POWER
The generation and transmission of power in India is governed by various rules and regulations described
below.
Licensing
The Electricity Act stipulates that no person can transmit or distribute or undertake trading in electricity,
unless he is authorised to do so by a licence, or otherwise exempt under the Electricity Act.
Generation
Currently under Indian law, any generating company can establish, operate and maintain a generating
station if it complies with the technical standards relating to connectivity with the transmission grid.
Approvals from the central government, state government and the techno-economic clearance from the
CEA are required only for hydroelectric projects. Generating companies are now permitted to sell
electricity to any licensees and where permitted by the respective SERCs, to consumers.
The Electricity Rules 2005 (the ‘‘Rules’’) lay down the conditions for a power plant to be categorised as a
‘‘captive power plant’’, as defined under the Electricity Act. The Rules provide that no power plant
qualifies as a captive power plant unless:
• not less than 26 percent of the ownership is held by the captive user(s); and
• not less than 51 percent of the aggregate electricity generated in such plant, determined on an annual
basis, is consumed by the captive user.
Therefore, if two or more companies together own 26 percent or more of a power plant and consume, in
aggregate, more than 51 percent of the electricity generated by a power plant, also it will be considered a
captive power plant.
No restriction is placed on the establishment of a captive power plant by any consumer or group of
consumers for their own consumption. Further, no separate licence is required for supply of electricity
generated from the captive power plant to any licensee or the consumer.
Transmission
The Electricity Act vests the responsibility of efficient, economical and integrated transmission and supply
of electricity with the Government of India and empowers it to designate regions of the country for this
purpose. In addition, the Central Government is required to facilitate voluntary inter-connections and
coordination of facilities for inter-state, regional and inter-regional generation and transmission of
electricity.
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The transmission licensee is required to comply with technical standards of operation and maintenance of
transmission lines specified by the CEA, for building, maintaining and operating an efficient transmission
system, and to provide non-discriminatory open access to its transmission system for use by any licensee or
generating company on payment of transmission charges and surcharge in accordance with the Electricity
Act.
A CERC notification dated 20 May 2009 amended the CERC (Open Access in Inter-State Transmission)
Regulation 2008, providing that long-term customers and the medium-term customers shall have priority
over short-term customers for use of the interstate transmission system.
Trading
The Electricity Act specifies trading in electricity as a licensed activity. A CERC notification dated
16 February 2009, implemented the CERC (Procedure, Terms and Conditions for grant of trading licence
and other related matters) Regulations, 2009 (the ‘‘Trading Licence Regulations’’) to regulate inter-state
trading of electricity.
Under the Trading Licence Regulations, any person who wishes to undertake inter-state trading in
electricity is required to make an application to the CERC for the grant of a licence. The National and
Regional Load Despatch Centres, central transmission utility and state transmission utilities, and other
transmission licensees are not allowed to trade in power, to prevent unfair competition. The relevant
electricity regulatory commissions also have the right to fix a ceiling on trading margins in intra-state
trading.
Tariff Principles
The Electricity Act has introduced significant changes in terms of tariff principles applicable to the
electricity industry. Under the Electricity Act, the appropriate electricity regulatory commissions are
empowered to determine the tariff for supply of electricity by a generating company to a distribution
licensee, provided that the appropriate commission may, in case of shortage of supply of electricity, fix the
minimum and maximum tariffs for:
• sale or purchase of electricity under agreements between a generating company and a licensee or
between licensees, for a period not exceeding one year, to ensure reasonable prices of electricity;
• transmission of electricity;
• wheeling of electricity; and
• retail sale of electricity, provided that in case of distribution of electricity in the same area by two or
more distribution licensees, the appropriate commission may, for promoting competition among
distribution licensees, only fix the maximum tariff for retail sale of electricity.
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The appropriate Electricity Regulatory Commission is required to observe the following principles in
determining tariffs:
• the principles and methodologies specified by the CERC for determination of the tariff applicable to
generating companies and licensees;
• generation, transmission, distribution and supply of electricity are to be conducted on commercial
principles;
• the factors which would encourage competition, efficiency, economical use of resources, good
performance and optimum investments;
• safeguarding consumer interests and ensuring recovery of the cost of electricity in a reasonable
manner;
• incorporation of principles which reward efficiency in performance;
• multi-year tariff principles;
• tariffs are to progressively reflect the cost of supply of electricity, at an adequate and improving level
of efficiency;
• tariffs are to progressively reduce and eliminate cross-subsidies as specified by the CERC;
• the promotion of co-generation and generation of electricity from renewable sources of energy; and
• the National Electricity Policy and Tariff Policy.
Unlike the CERC, the Electricity Regulatory Commissions have not been expressly permitted to depart
from the tariff determining factors set out above.
However, the Electricity Act provides that the Electricity Regulatory Commission shall adopt such tariff as
is determined through a transparent process of bidding in accordance with the guidelines issued by the
Central Government. The Ministry of Power has issued Guidelines for Determination of Tariff by Bidding
Process for Procurement of Power by Distribution Licensees 2005 (‘‘Bidding Guidelines’’) for
competitively bid projects.
The determination of the tariff for a particular power project depends on the mode of participation in the
project. Broadly, tariffs can be determined in two ways: (i) based on the principles prescribed by the CERC
(cost-plus basis consisting of a capacity charge, an energy charge, an unscheduled interchange charge and
incentive payments); or (ii) competitive bidding route where the tariff is purely market based.
The Electricity Act empowers the state regulatory commissions to specify tariff regulations from time to
time as applicable for the respective states. The state governments are also empowered under Electricity
Act to grant a subsidy on the tariff specified by the respective state regulatory commissions, subject to
certain conditions.
MoU Route
The MoU route with a cost plus approach initially adapted to attract investment. However, there were
several complications in calculating the above costs, despite the capital cost of the project being frozen by
the CEA. Under the Electricity Act, the CEA no longer has power to determine capital cost for the
projects and the requisite filings for approval of capital cost and tariff are with the regulatory commissions.
This cost-plus tariff mechanism is not ideally suited for competitive bidding, as it would require bidding on
every element of cost of generation, which becomes difficult to verify and monitor over the life of the PPA.
Further, the nature of costs for independent power plants is very different from public sector power project
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costs and in the absence of complete knowledge of cost profile, it would be impossible to design a
competitive bidding process based on the cost-plus approach that is fair to both sides, so as to elicit good
investor response. In light of the same, a competitive bid route was envisaged.
Bid Route
Under the Electricity Act, the regulatory commission is required to adopt a bid-based tariff, although the
Bidding Guidelines permit the bidding authority to reject all price bids received. The Bidding Guidelines
recommend bid evaluation on the basis of levelised tariff. The Bidding Guidelines envisages two types of
bids: Case I bids, where the location, technology and fuel is not specified by the procurers, (i.e. the
generating company has the freedom to choose the site and the technology for the power plant); and Case
II bids, where the projects are location specific and fuel specific.
The Tariff Policy 2006 requires that all procurement of power after 6 January 2006 (except for PPAs
approved or submitted for approval before 6 January 2006 or projects whose financing has been tied up
prior to 6 January 2006) by distribution licensees has to be through competitive bidding. However, some
state regulators have continued to purchase power under the MoU route, stating that the Tariff Policy is
merely indicative and not binding.
Environmental Regulations
The Company’s power generation operations are required to comply with the provisions of the
Environmental Protection Act 1986, relevant Forest Conservation Acts, the Water (Prevention and Control
of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act 1981 and the Hazardous Waste
(Management and Handling) Rules 1989, as amended from time to time. The Company is required to
obtain and maintain statutory clearances relating to pollution control and environment in relation to its
power projects.
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optimum exploitation, reviewing and approving development plans, work programmes, budgets, reservoir
evaluations and advising on mid-course corrections and, in respect of the exploration blocks, appraising
work programmes and monitoring exploration activities. Other bodies under the control of the MoPNG
include the Oil Industry Safety Directorate, which develops standards for safety, fire fighting, training
programmes and information dissemination, and conducts periodic safety audits of all petroleum-handling
facilities; and the Oil Industry Development Board, which provides financial and other assistance for the
conducive development of the oil industry. The safety standards prescribed by the Oil Industry Safety
Directorate apply to oil companies. Companies must also comply with safety regulations prescribed by the
Director General of Mines and Safety in respect of onshore petroleum mining installations.
Petroleum Exploration Licence (‘‘PEL’’) and Petroleum Mining Lease (‘‘PML’’) under the Petroleum and
Natural Gas Rules, 1959 (the ‘‘P&NG Rules’’)
The P&NG Rules provide the framework for the granting of PELs and PMLs. The P&NG Rules prohibit
the prospecting or exploitation of any oil or gas unless a licence or lease has been granted thereunder. A
PML gives the lessee an exclusive right to extract oil and gas from the relevant contract area. PELs and
PMLs are granted by the MoPNG for offshore areas and by the relevant state governments, with the prior
approval of the Government of India, for onshore areas. A PEL or a PML must contain the terms and
conditions specified in the P&NG Rules. However, they may also contain additional terms and conditions
agreed between the licensee or the lessee and the Government of India.
The term of a PEL is for a period of four years, renewable twice for a period of one year. The term of a
PML is generally 20 years, and the area covered by it should ordinarily be 250 km2. Upon grant of the
PML, the lessee has to pay either the prescribed rental or the royalty, whichever is higher, in relation to the
concerned lease. While the rental is payable based on the area of the land leased, the royalty is the amount
that is generally payable as a percentage of the value at well head of the natural gas obtained by the lessee.
The Government of India has the right to order a royalty to be paid in natural gas obtained instead of
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money. Under the Oilfield Act, the levy of a royalty is permitted up to 20% of the sale price of the mineral
oil, which includes natural gas.
The Government of India, in the event of a national emergency in respect of petroleum, has, during the
period of such an emergency, the right of pre-emption in relation to the natural gas extracted from the
area under a lease, at fair market price prevailing at the time of the pre-emption.
Further, the licensee or lessee is under an obligation to provide to the Government of India or its
designated agency all data obtained or to be obtained as a result of petroleum operations under the licence
or lease, including geological, geophysical, geochemical, petrophysical and engineering data, well logs,
maps, magnetic tapes, cores, cuttings and production data as well as all interpretive and derivative data,
including, reports, analysis, interpretations and evaluations prepared in respect of petroleum operations.
Such data is the property of the Government of India, provided that the licensee or lessee shall have the
right to make use of such data, free of cost, for the purposes of petroleum operations under the licence or
lease.
The Government of India has the right to disclose to the public all non-proprietary data without the
consent of the licensee or lessee and all proprietary data with the consent of the licensee or lessee. The
Government of India is the sole authority to determine what is proprietary and what is not.
Further, under the P&NG Rules, the Government of India may, in the interests of conservation of mineral
oils (which include natural gas), restrict the amount of petroleum or natural gas that may be produced by a
lessee in a particular field.
The Territorial Waters, Continental Shelf, Exclusive Economic Zone and other Maritime Zones Act, 1976
This act regulates the exploration and production of oil and petroleum in offshore areas and provides for
the grant of a licence by the Government of India to explore and exploit the resources of the continental
shelf and the exclusive economic zone.
Environmental Regulations
The Environmental Protection Act 1986, the Water (Prevention and Control of Pollution) Act 1974, and
the Air (Prevention and Control of Pollution) Act 1981 provide for the prevention, control and abatement
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of pollution. Pollution control boards have been established in states in India to exercise the powers under
these statutes for the purpose of preventing and controlling pollution. Companies must obtain the prior
clearance of the relevant state pollution control board for emissions and discharge of effluent into the
environment.
The Hazardous Waste (Management and Handling) Rules 1989, issued under the Environmental
(Protection) Act 1986, as amended from time to time, define ‘‘waste oils and emulsions’’ as one of the
hazardous wastes and impose an obligation on each occupier and operator of any facility generating
hazardous waste to dispose of such hazardous wastes properly and without any adverse effects, and also
impose obligations in respect of the collection, treatment and storage of hazardous wastes. Each occupier
and operator of any facility generating hazardous waste is required to obtain an approval from the relevant
state Pollution Control Board for collecting, storing and treating and disposing of the hazardous waste.
In addition, the Merchant Shipping Act 1958 provides for liability in respect of loss or damage caused
outside the ship by contamination resulting from the escape or discharge of oil from the ship, wherever
such escape or discharge occurs.
India is a signatory to the International Convention on Civil Liability for Oil Pollution Damage 1992 and
the International Convention on the Establishment of an International Fund for Compensation for Oil
Pollution Damage 1992. These Conventions govern liability for pollution damage caused by ships.
General terms
• fiscal stability provisions in the PSC;
• finalisation of a contract on the basis of a model PSC;
• petroleum tax guide to facilitate investments; and
• possibility of the use of seismic data in the first phase of the exploration period.
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• income tax holiday for seven years from the start of commercial production;
• provisions for assignment; and
• dispute resolution in accordance with the Indian Arbitration and Conciliation Act, 1996.
Retail Marketing
Oil marketing companies can freely commission new retail outlets at locations of their choice based on the
Government of India guidelines. Dealers are selected by the oil marketing companies themselves pursuant
to their own internal guidelines.
The Government of India through a Gazette Notification dated 8 March 2002 authorised companies
investing or proposing to invest at least Rs. 20 billion (US$428.45 million) in exploration, production,
refining, pipelines or terminals, to market transportation fuels. Apart from relevant marketing rights, a
variety of local regulatory approvals are required for the commissioning of a retail outlet.
The Petroleum and Minerals Pipelines (Acquisition of Right of User in Land) Act 1962
This provides the framework governing the acquisition of rights of a user in land for laying pipelines for the
transportation of petroleum and minerals and other matters connected therewith. This law is limited to the
acquisition procedure, restrictions on use of land and compensation payable to the persons interested in
the land.
Other Approvals
Essar Oil needs to obtain certain approvals from various Central and State Ministries, agencies and
regulators in connection with the existing refinery and Refinery Expansion Projects. These include
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approvals and licences required for the refinery sites from the GPCB, Ministry of Environment and
Forests, Gujarat Maritime Board, Chief Controller of Explosives, Director of Industrial Safety & Health-
Government of Gujarat, Director of Boiler-Government of Gujarat, and necessary licence for concessional
rate of custom duty from the Director General of Foreign Trade under the Ministry of Commerce.
Pricing
As per the model production sharing contract provided by the Government of India under NELP (‘‘Model
PSC’’), the Indian domestic market has the first call on production of gas. Although the contractor is free
to sell gas within India, he is required to do so only on the basis of arms-length transactions between
non-affiliates. In terms of the Model PSC, parties may either determine the sales price of crude oil or
natural gas through a competitive bidding process or may negotiate sales price of crude oil or natural gas,
subject to the Government of India approval of the formula or basis on which such prices were
determined, prior to sale of crude oil or natural gas to buyers. For this purpose, the Government of India
may take into consideration any prevailing pricing policy or any linkages with traded liquid fuels. Typically,
each long-term crude oil or natural gas supply contract has a price review clause every 5 years.
The Government of India, by a notice dated 6 March 2007, has directed that uniform pool prices shall be
charged on supply of re-gasified liquid natural gas to all customers under all long term contracts, on a
non-discriminatory basis.
Currently in India, the pricing of most refined petroleum products is influenced by market factors but
subject to limited freedom to revise prices within a moving price band. Due to the market domination of
large national oil companies, which are directly or indirectly controlled by the Government of India,
refinery prices cannot be said to be currently based on competitive pricing parameters.
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PART 8
DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE
Directors
The following table lists the names, positions and ages of the Directors of Essar Energy plc:
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chairman of Lanka IOC Limited from October 2002 to November 2005 and a member of the boards of
Oil & Natural Gas Corporation Limited, Petronet LNG and IBP. He was also the chairman of the Indian
Oil Marubeni Panipat Power Project from March 2003 to November 2005.
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experience in industry and commerce having previously from 1997 to 2006 been Group President Energy
and President Petroleum of BHP Billiton. Prior to that he held senior positions with BTR (1995-1997) and
The BOC Group (1970-1995), both in the UK and Australia. He has also been a Senior Advisor for
Macquarie Capital (Europe), was Chairman of the 2004 Sydney World Energy Congress and served on the
Boards of Governor of Guangdong International Consultative Council, World Energy Council and
Monash Mt Eliza Business School.
In addition, Essar Energy intends to appoint a fifth independent non-executive Board member and is
currently in the process of identifying suitable candidates. It is intended that the fifth non-executive
director has appropriate UK market experience.
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the African, Middle East, Russian and Caspian regions and more recently, leading Group Strategy and
business development activities in Southern Asia.
Mr Nasir is a graduate of the Royal Society of Chemistry, a post-graduate member of the Chartered
Institute of Marketing and has completed the Stanford Senior Executive Program.
Corporate governance
Combined Code
The Board is committed to the highest standards of corporate governance. On and following Admission,
the Board will comply with the requirements of the Combined Code on Corporate Governance published
in June 2008 by the Financial Reporting Council save that the Chairman did not on appointment meet the
independence criteria of the Combined Code due to his interest in the Company as disclosed in
‘‘Directors’, Senior Management and other interests’’ in Part 16 ‘‘Additional Information’’. However, in
view of the Chairman’s extensive involvement with Essar Oil and Essar Power over a period of many years,
the Board considers that he has made a major contribution to the Company’s growth and success and is
unanimously of the opinion that his continued involvement is crucially important to the ongoing success of
the Company following Admission.
The Combined Code recommends that at least half the board of directors of a UK listed company,
excluding the chairman, should comprise non-executive directors determined by the board to be
independent in character and judgement and free from relationships or circumstances which may affect, or
could appear to affect, the director’s judgement. The Board will initially consist of the Chairman, the Vice
Chairman, the CEO of Essar Energy plc and four independent non-executive directors. In addition, Essar
Energy intends to appoint a fifth independent non-executive Board member and is currently in the process
of identifying suitable candidates. It is intended that the fifth non-executive director has appropriate
UK market experience. The Board considers that the Company complies with the requirements of the
Combined Code in this regard.
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Pursuant to the relationship agreement described in Part 15, Essar Global Limited is entitled, by giving
written notice to Essar Energy plc, to nominate for appointment to the Board such number of directors as
are required to ensure that the composition of the Board complies with Combined Code requirements on
board composition. The Nominations and Governance Committee will therefore work collaboratively with
Essar Global Limited regarding appointments to the Board and, to this extent, the board appointment
process differs from that set out in Code provision A.4.1.
As recommended by the Combined Code, the Board has established three committees: an audit
committee, a nominations and governance committee and a remuneration committee. It has set up a
number of additional committees including the management committee, the financial management
Committee, the investment committee and the health, safety and environment committee. If the need
should arise, the Board may set up additional committees as appropriate.
The Combined Code also recommends that the Board should appoint one of the independent
non-executive directors to be the senior independent director. The senior independent director should be
available to shareholders if they have concerns which contact through the normal channels of chairman or
chief executive has failed to resolve or for which such contact is inappropriate. Simon Murray has been
appointed Senior Independent Director.
Audit committee
The audit committee’s role is to assist the Board with the discharge of its responsibilities in relation to
internal and external audits and controls, including reviewing Essar Energy plc’s annual financial
statements and interim reports prior to approval, focusing on changes in accounting policies and practices,
considering the scope of the annual audit and the extent of the non audit work undertaken by external
auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal
control systems in place within Essar Energy plc. The audit committee will meet at least three times a year.
The audit committee is chaired by Sattar Hajee Abdoula, an independent non-executive Director with a
financial background. Its other members are Simon Murray and Subhash C Lallah. The Combined Code
recommends that all members of the audit committee be independent non-executive directors. The Board
considers that Essar Energy plc complies with the requirements of the Combined Code in this regard.
Remuneration committee
The remuneration committee recommends what policy the Company should adopt on executive
remuneration, determines the levels of remuneration for Executive Directors, the Chairman and the Vice-
Chairman and recommends and monitors the level and structure of remuneration for members of senior
management. The committee will also review the operation of share and share option schemes and the
granting of such options, as well as prepare an annual remuneration report to be approved by the members
of Essar Energy plc at the annual general meeting. The remuneration committee will meet at least twice a
year.
The remuneration committee is chaired by Subhash C Lallah, and its other members are Simon Murray
and Philip Aiken, all of whom are independent. The Combined Code recommends that all members of the
remuneration committee be independent non-executive directors. The Board considers that the Company
complies with the requirements of the Combined Code in this regard.
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Management Committee
The management committee focuses on monitoring the Company’s strategy, organisational design and
operational matters to ensure the Board’s strategic directions are implemented and to make
recommendations to the Board. The management committee meets on a monthly basis to review the
operating performance of each of the principal subsidiaries. The management committee comprises
Prashant Ruia (Chair), Naresh Nayyar, Business Group Chief Executive Officers, Gerry Bacon and Mark
Lidiard.
Investment Committee
The purpose of the investment committee is to assist the management committee in providing oversight of
the Company’s investment guidelines. The members of the Investment Committee are Prashant Ruia,
Naresh Nayyar, Gerry Bacon and the Group Treasurer (once appointed) and the Group Financial
Controller. The Investment Committee will meet twice a year.
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PART 9
OPERATING AND FINANCIAL REVIEW
The following discussion of the Company’s financial condition and results of operations should be read in
conjunction with Part 5 ‘‘Industry Overview’’, Part 6 ‘‘The Business’’ and the Company’s combined financial
information as of and for the years ended 31 March 2009, 2008 and 2007 and the nine months ended
31 December 2009 and 2008, including the schedules and notes thereto and the reports thereon, which appear
in Part 11: ‘‘Financial Information’’. The combined financial information referred to in this discussion have
been prepared in accordance with IFRS as adopted by the European Union except for the purposes of presenting
the financial information on a combined basis in respect of certain matters explained in Part 11 ‘‘Financial
Information’’. The financial information considered below has been extracted from Part 11 ‘‘Financial
Information’’.
The Company’s financial year ends on 31 December, whereas the financial year end of its operating subsidiaries
is 31 March. The inclusion of financial information as of and for the years ended 31 March 2009, 2008 and
2007 reflects the financial year of the Company’s operating and other subsidiaries.
The following discussion of the Company’s results of operations and financial conditions contains forward-
looking statements. The Company’s actual results could differ materially from those that it discusses in these
forward-looking statements. Factors that could cause or contribute to such differences include those discussed
below and elsewhere in this document, particularly in Part 1’’Risk Factors’’ and ‘‘Information regarding
forward-looking statements’’ in Part 2 ‘‘Presentation of Financial and Other Information’’.
OVERVIEW
The Company is a power and oil and gas group predominantly located in India. The Company’s power
business owns and operates three power plants in India as well as one power plant in Canada. The
Company’s oil and gas business is engaged in the exploration and production of oil and gas, petroleum
refining and the sales and marketing of petroleum products.
On 29 April 2010 EGL completed a reorganisation whereby the power and oil and gas businesses of the
Essar Group were reorganised under the Company for the purposes of listing on the London Stock
Exchange. For further details see paragraph 3 of Part 16 ‘‘Additional Information’’.
The Company generated revenues of US$8,453.1 million in the year ended 31 March 2009 and
US$5,654.6 million in the nine months ended 31 December 2009. The Company’s EBITDA for the year
ended 31 March 2009 was US$123.7 million and US$433.1 million for the nine months ended 31 December
2009.
SEGMENTAL REPORTING
The Company has three segments for accounting purposes:
• power, which comprises the Company’s power operations as described under ‘‘Power’’ in Part 6 ‘‘The
Business’’;
• exploration and production, which comprises the Company’s oil and gas exploration and production
operations as described under ‘‘Oil and Gas—Exploration and Production’’ in Part 6 ‘‘The Business’’;
and
• refining and marketing, which comprises the Company’s refinery and refined petroleum product sales
and marketing operations as described under ‘‘Oil and Gas—Vadinar Refinery’’ and ‘‘Oil and Gas—
Mombasa Refinery’’ in Part 6 ‘‘The Business’’.
To date, the exploration and production segment has not contributed materially to the Company’s results
of operations nor had any material impact on the Company’s financial condition. The Company expects
expenses of the exploration and production segment to increase over the next few years as it intensifies and
expands its exploration and production activities. As the exploration and production segment’s assets begin
commercial production, the Company expects to generate additional revenues from these operations.
For information about the results of operations of the exploration and production segment, see Note 3 to
the Company’s financial statements included in Part 11 ‘‘Financial Information’’.
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The following table provides an overview of the Company’s historical actual and expected total installed
megawatt capacity at its operational and planned power plants and the historical actual and expected
throughput capacity at the Vadinar refinery.
Power
Installed megawatt capacity in MW . . . . . . . . . 670 870 1,135 1,220 1,600 4,570 6,100
(1) Actual throughput prior to the Vadinar refinery’s commencement of commercial operations on 1 May 2008 related to trial runs.
Throughput as of 31 March 2009 includes trial run throughput of 0.96 MMT.
For a discussion of the factors that could lead to delays and costs overruns for the Expansion Projects, see
the risk factor ‘‘The Company plans to expand significantly, involving substantial capital expenditures and
execution risks that it may not be able to manage. The expansion projects may not be completed on time,
according to specifications or within budget’’ in Part 1 ‘‘Risk Factors’’.
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Part 9
The following table shows the current estimated phasing of capital expenditure and the planned debt-to-equity funding required for the Company’s
6810DM/0D Foot:
expansion projects (at an exchange rate of US$1 : Rs. 46.68). The data set forth in the table below is indicative and subject to change, based on, among
Project Capex Periods Capacity earlier 2010 2011 2012 2013-14 Total Debt Debt Obtained(6) Required Equity Equity Obtained Required
(US$ in million) (%) % (US$ in million)
POWER
0D/
Phase I
Essar Power MP-Mahan . . . . . . . . . . . . . . . . . . . . . . . 2009-2011 1,200 MW 316 660 65 — — 1,041 75% 781 781 — 25% 260 166 94
Essar Power Gujarat-Salaya . . . . . . . . . . . . . . . . . . . . . 2009-2011 1,200 MW 323 659 51 — — 1,033 75% 774 774 — 25% 258 144 114
0D VJ RSeq: 1 Clr: 0
Vadinar Power-Expansion Phase 1 . . . . . . . . . . . . . . . . . 2009-2010 380 MW 116 39 — — — 155 75% 116 116 — 25% 39 39 —
Vadinar Power-Expansion Phase 2 . . . . . . . . . . . . . . . . . 2009-2011 510 MW 73 369 61 — — 503 75% 377 377 — 25% 126 64 62
Essar Hazira, Power Hazira . . . . . . . . . . . . . . . . . . . . . 2010-2012 270 MW — 108 157 43 — 308 75% 231 231 — 25% 77 — 77
Essar Power Orissa-Paradip . . . . . . . . . . . . . . . . . . . . . 2009-2012 120 MW 7 56 69 14 — 146 75% 110 0 110 25% 37 7 29
Transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009-2011 — 14 227 44 — — 286 70% 200 200 — 30% 86 14 71
Essar Power Jharkhand-Tori . . . . . . . . . . . . . . . . . . . . . 2009-2012 1,200 MV 7 360 638 216 — 1,221 75% 915 915 — 25% 306 7 299
Equity required(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 0 300 (300)
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,880 MW 856 2,478 1,085 273 4,693 3,504 3,394 110 1,188 742 446
File: CS70801A.;58
Phase II
Essar Power Jharkhand-Tori Expansion . . . . . . . . . . . . . . . 2010-2013 600 MW — 1 93 323 82 499 75% 374 — 374 25% 125 — 125
166
Essar Power MP-Mahan Expansion . . . . . . . . . . . . . . . . . 2010-2013 600 MW — 27 238 164 70 499 75% 374 — 374 25% 125 — 125
Salaya II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010-2013 1,320 MW — 26 598 330 162 1,116 75% 837 — 837 25% 279 — 279
Salaya III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010-2013 600 MW — 6 252 283 165 707 75% 530 — 530 25% 177 — 177
Neptune I(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010-2013 1,050 MW — 44 482 312 159 997 75% 748 — 748 25% 249 — 249
Neptune II(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010-2014 1,200 MW — 0 47 505 509 1,060 75% 795 — 795 25% 265 — 265
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,370 MW 0 105 1,711 1,917 1,147 4,879 3,659 0 3,659 1,220 0 1,220
Mines(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010-2011 0 110 12 — — 122 0% — — — 100% 122 0 122
Power (including coal mines)—total . . . . . . . . . . . . . . . . 10,250 MW 856 2,693 2,808 2,191 1,147 9,694 7,164 3,394 3,769 2,530 742 1,788
EXPLORATION and PRODUCTION(5)
Ratna Fields . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9 27 79 296 414 72% 298 — 298 28% 116 3 113
Raniganj Block . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 97 131 46 19 327 63% 207 — 207 37% 120 34 86
Other blocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 27 20 8 0 178 — — 0 100% 178 123 55
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . up to 2014 160 133 178 133 315 919 55% 505 0 505 45% 414 160 254
REFINING
(7)
Vadinar Refinery—Phase 1 . . . . . . . . . . . . . . . . . . . . . 2009-2011 18 mmtpa 613 975 85 — — 1,673 59% 985 985 0 41% 688 428 260
GRAND TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,630 3,801 3,071 2,324 1,462 12,287 8,654 4,379 4,274 3,632 1,330 2,302
(1) Figures rounded to nearest million. Totals may not match due to rounding errors. This table does not include any capital expenditure costs in relation to the Mombasa refinery.
(2) Equity required reflects equity infused by Essar Global which is yet to be apportioned to specific Phase I Power Projects.
(3) Assumes 100% capital expenditure for Neptune, however current economic interest of 39%.
(4) Coal mine capital expenditure includes Mahan, Chakla and the Indonesia coal block.
(5) The stated capital expenditure is up to and including CY2014 for Ratna Fields and Raniganj Block projects; for the remaining E&P blocks the stated capex is for a 27-month period to March 2012 based on minimum work commitments. The E&P
equity requirement is inclusive of internal accruals.
(6) In respect of the Phase I Power Projects, US$2,601 million is committed and an additional US$793 million is agreed by way of non-binding MOUs or sanction letters.
(7) Capital expenditure for expansion from 14 mmtpa to 18 mmtpa.
MERRILL CORPORATION JDICKSO//30-APR-10 12:34 DISK116:[10ZAU1.10ZAU70801]CW70801A.;61
mrll_0909.fmt Free: 170D*/300D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 33325
As a substantial portion of the funding for the Company’s expansion projects is expected to be
indebtedness, the Company will have a substantially higher level of indebtedness and increased interest
expense in the future. In addition, Essar Energy may incur additional capital expenditures and
indebtedness not reflected in the table above, including for the Shell Refineries in the event they are
acquired.
Essar Energy has currently secured commitments for 73% (97% if non-binding sanction letters are
included) of the total expected debt financing required for the Phase I Power Projects. Essar Energy
currently has not secured any debt financing commitments for the Phase II Power Projects. Essar Energy
has entered into project financing arrangements for the total expected debt financing required for the
Phase I Refinery Project, including Rupee term-loan agreements, LC facility agreements and a foreign-
currency facility agreement. Essar Energy currently has incurred some expenditure on certain work such as
basic/detailed engineering but will not proceed with equipment procurement and construction until all
debt and equity commitments for the Phase II Refinery Project have been tied up. The projected capital
expenditure for 2010 and 2011 in respect of the Company’s exploration and production assets are focused
on activities in its Raniganj Block and Ratna Fields and the Company has only minimal capital
commitments under the PSCs for its other oil and gas blocks. The Company is currently in discussions with
various banks in order to secure funding for the Raniganj CSG project; as of 31 March 2010 it had raised a
short-term bridge loan of Rs. 500 million (US$10.71 million). The majority of the Company’s future capital
expenditure for the Phase II Power Projects, the Phase II Refinery Project and the exploration and
production projects is expected to be incurred in 2012 and beyond.
For a discussion of the factors related to funding the Company’s growth strategy, see ‘‘The Company has
substantial debt requirements. The structure and terms of the Company’s financing arrangements could
give rise to additional risks’’ in Part 1 ‘‘Risk Factors’’.
167
The capacity charge under the PPAs is generally recovered at the relevant contracted plant availability. The
recovery mechanism provides the Company with a relatively predictable and recurring source of revenues
designed to provide the necessary incentive for construction of the relevant power project and continued
operation of operating plants. A power plant is generally eligible to receive the capacity charge regardless
of how often the plant is operated so long as the plant is available when needed to maintain desired power
generation levels. Moreover, under its PPAs with captive customers, the Company is not exposed to
adverse changes in fuel prices. However, as a result of the long-term nature of the PPAs, the Company is
unable to capture the benefits of any future increases in market prices for power to the extent it has
committed to sell its generation capacity under PPAs.
As a result of capacity charges under its PPAs, the power business’s results of operations may be affected if
its power plants, due to the fault of the Company, fail to achieve the availability levels contracted for in
their respective PPAs. If this were to happen, the capacity charge received under the plant’s PPA would be
generally adjusted downwards for the shortfall in generation below the contracted available capacity.
While the Company has achieved the contracted availability levels in all of its PPAs during the period
under review, if the Company’s power plants do not achieve their contracted available capacity, the
relevant power plant may not succeed in recovering its fixed costs from its off-take customers.
The tariffs under the PPAs are designed to allow the Company to recover its expected costs and provide a
return on capital invested and there is no provision for escalation in any of the PPAs governing current
generation capacity. Therefore, the Company’s profit margin on power sold under the PPAs is in part
determined by the Company’s ability to run its power plants efficiently and keep its operating and fuel
costs for PPAs with non-captive customers low.
For additional information about the Company’s PPAs, see ‘‘Power—Long-Term PPAs’’ in Part 6 ‘‘The
Business’’. See also the risk factor ‘‘If the Company does not operate its power plants efficiently or
otherwise breaches its PPA contractual obligations, the Company may face increased irrecoverable costs.
The Company’s expansion into merchant sales is subject to certain risks’’ in Part 1 ‘‘Risk Factors’’ and
paragraph 14.1 ‘‘Dispute with GUVNL’’ in Part 16 ‘‘Additional Information’’.
Fuel Expenses
The largest variable cost for the Company’s power business is the cost of fuel. Historically, the Company
has not been subject to the risk of fluctuations in fuel expenses, as captive off-take customers are
responsible for, and bear the risk of, supplying fuel to the Company’s captive power plants, and the
Company has entered into long-term fixed-price fuel supply arrangements for certain of its expected fuel
needs. See ‘‘Power—Overview’’ in Part 6 ‘‘The Business’’. While the Company expects that the fuel needs
for some of the Power Plant Projects will be supplied pursuant to similar supply arrangements, the
Company expects that approximately 35% of its total installed megawatt capacity following completion of
the Power Plant Projects will be fuelled by coal mined by the Company in India. The Company has no prior
experience in coal-mining activities and plans to mine coal using expertise of individuals hired from other
coal mine operators and to subcontract certain other coal-mining operations. The profitability of the power
plants that are fuelled by coal mined by the Company will be dependent on the success of the Company’s
coal-mining operations and on its ability to control the cost of these operations. There may be greater
variability in the operating expenses of these power plants than in the operating expenses of the Company’s
other power plants.
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the integrity of the overall electricity generation and transmission system during extreme conditions and
the number of generating units undergoing maintenance. In making capital expenditures to create
additional installed power generation capacity for merchant sales, the Company is assuming that the power
deficit in the regions of India served by the Power Plant Projects will continue in the long term. Should the
power deficit not continue as the Company expects, this could make it more difficult for the Company to
make merchant sales on profitable terms. The Company could experience seasonality in the level of its
revenues from merchant sales, especially during the monsoon season months of July to September, when
electricity demand generally decreases.
The amount of electricity that the Company will be able to generate and sell as merchant sales is
dependent on the availability and efficiency of the Company’s power plants. If the Company’s power plants
are not able to generate electricity efficiently, the Company’s operating expenses increase and the
Company may earn lower margins on merchant sales. In addition, merchant sales may not provide the
Company with the same level of protection for coverage of the fixed and variable costs involved in
generating power that the Company currently receives under some of its existing PPAs and other long-term
off-take agreements.
The Vadinar refinery’s gross refining margins have been impacted by changing mix of the refinery’s crude
oil throughput over the period under review. Processing heavy and tough crudes generally results in higher
gross refining margins. Therefore, the refinery’s ability to maintain and improve its gross refining margins
depends critically on its ability to maximise its use of lower-cost heavy and tough crude oils and to produce
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the optimal slate of higher value products demanded by the markets. The Phase I and Phase II Refinery
Projects are expected to improve the Vadinar refinery’s refining margins by increasing its weighted average
complexity from 6.1 to 12.8 as per the Company’s calculation. For a description of how the Company’s
Nelson Complexity Index calculations differ from the standard methodology, see ‘‘Nelson Complexity
Index’’ in Part 2 ‘‘Presentation of Financial and Other Information’’. This higher refinery complexity is
expected to enable the Vadinar refinery to use a wider range and percentage of low-cost, heavier and tough
crude oils than are currently being used to produce high-quality transport fuels and other value-added
petroleum products and thereby increase its gross refining margins. The following table shows the Vadinar
refinery’s crude oil throughput for the periods indicated:
(1) The Vadinar refinery commenced commercial operations on 1 May 2008. Therefore, the throughput figures are for eleven and
eight months for the year ended 31 March 2009 and the nine months ended 31 December 2008, respectively.
Nine months
1 May 2008 to 1 May 2008 to ended
31 March 2009 31 December 2008 31 December 2009
(US$)
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147.27 147.27 82.00
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.40 32.40 43.83
Close (average) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84.15 98.80 68.09
Source: Reuters
The Company’s gross refining margins and operating results are influenced by changes in the prices of
refined petroleum products and changes in crude oil prices. While the Vadinar refinery generally processes
crude oil within 20 to 30 days from the date of its purchase, any change in the price of crude oil will still
affect the cost of inventory, resulting in inventory gains or losses. For example, the steep decline in crude
oil prices in the second half of 2008, particularly in the fourth quarter of 2008 had a negative impact on the
Vadinar refinery’s gross refining margin, with the margin (including the sales tax incentive) decreasing
from US$8.90 per barrel in the quarter ending September 2008 to US$2.68 per barrel in the quarter ending
December 2008. This decrease was largely due to the accounting of inventory losses resulting from the
decline in crude oil prices during the fourth quarter coupled with lower refined petroleum product
margins.
The Company expects the Vadinar refinery’s gross refining margins to improve in 2010 from their levels in
2009, as the global demand for crude oil and refined petroleum products is projected to increase in
connection with the global economic revival. In India in particular, the Company expects that the strong
increase in auto vehicle sales in recent years will result in strong demand for refined petroleum products,
particularly motor spirit.
Hedging Activities
The Company’s oil and gas business engages in hedging or commodity price risk management activities in a
limited manner in relation to the price of crude oil and crack spreads. These activities are intended for risk
protection and not carried out for speculative purposes. These activities are carried out within regulatory
170
requirements. The Company currently has not applied hedge accounting under IFRS. Prior to the Vadinar
refinery’s commissioning of commercial production on 1 May 2008, gains and losses relating to commodity
derivatives were separately classified on the income statement under net loss on commodity derivatives,
net. Following commissioning, gains and losses relating to commodity derivatives are included on the
income statement under revenues for refined petroleum product derivative instruments and under the cost
of sales for crude derivatives.
Gains and losses on commodity derivative instruments have had a material effect on the Company’s results
of operations. The Company’s results were affected by losses on these instruments of US$10.9 million in
the year ended 31 March 2007, US$199.8 million in the year ended 31 March 2008 and US$61.2 million in
period from 1 April 2008 to 30 April 2008. In the period from 1 May 2008 to 31 March 2009, The Company
recorded gains of US$25.5 million on crude commodity derivatives instruments and of US$53.4 million on
refined petroleum product commodity derivatives.
In the period from 1 April 2009 to 31 December 2009, the Company recorded gains of US$16.6 million on
refined petroleum commodity derivatives and losses of US$56.6 million on crude oil commodity
derivatives.
For additional information about the Company’s commodity price risk management, see ‘‘—Quantitative
and Qualitative Disclosures About Market Risks—Commodity Price Risk’’.
Exchange Rates
The prices of the crude oil, feedstocks, natural gas and imported coal needed to run the Company’s power
operations and the Company’s production of refined petroleum products are generally denominated in or
tied to the US dollar, while most of the Company’s other operating expenses and revenues are
denominated in rupees. Therefore, the Company’s profitability will be affected by exchange rate
fluctuations to the Company’s aggregate US dollar-denominated expenses and revenues to the extent such
expenses and revenues do not match its rupee-denominated expenses and revenues. In its oil and gas
business, the Company currently hedges a portion of its foreign currency exposure. See ‘‘—Quantitative
and Qualitative Disclosures About Market Risks—Foreign Currency Risk’’.
Additionally, a substantial number of contracts for critical plant and equipment and the transportation
thereof into India for the Company’s Power Plant Projects are denominated in US dollars, and the
Company’s power operations in India are not expected to have any revenues in US dollars. Payments in
most of these contracts is in stages or on pre-determined dates in the future, and the Company has not
currently entered into any contractual arrangements to hedge the risks associated with the Indian Rupee
depreciating against the US dollar in relation to such contracts, which, in the event of unfavourable
currency movements, may significantly increase outflows and consequently the capital cost of the relevant
power projects.
In the oil and gas business the Company covers its exchange rate risks on a regular basis. As of
31 December 2009 out of Rs. 111.68 billion (US$2.39 billion) of liabilities in currencies other than the
rupee the Company had taken forward/option cover of Rs. 65.40 billion (US$1.40 billion) which included
capital credit.
Changes in the exchange rate of the rupee against other currencies in which the Company does business, in
particular, the US dollar, will affect the Company’s results of operations. For example, depreciation of the
rupee against the US dollar will significantly increase the rupee cost of the Company’s US dollar-
denominated or correlated payment obligations but will be partially offset by the Company’s US dollar-
denominated or correlated revenues. The exchange rate between the rupee and other major currencies has
fluctuated significantly in recent years. The Company faces exchange rate risks in particular in relation to
its revenues from sales of refined petroleum products to PSUs, which are received in rupees at import
parity rates of exchange against the US dollar that are reset at fortnightly or monthly intervals. When there
are rapid fluctuations in exchange rates, there may be a mismatch between the Company’s rupee-
denominated revenues and the rupee-equivalent cost of its US dollar-denominated expenditures on, in
particular, capital goods procured for its Expansion Projects. See ‘‘The Company is exposed to fluctuations
in exchange rates’’ in Part 1 ‘‘Risk Factors’’.
171
The Company’s functional and presentational currency is the US dollar. Therefore, it also faces translation
risks to the extent that the assets, liabilities, revenues and expenses of its subsidiaries are denominated in
currencies other than the US dollar. In preparing the Company’s financial statements, the values of those
assets, liabilities, revenues and expenses are translated into US dollars at the applicable exchange rates.
Consequently, increases and decreases in the value of the US dollar against other currencies, in particular
the rupee, will affect the value of these items in the Company’s financial statements, even if their value has
not changed in their original currency. Changes in the exchange rate between the Indian rupee and the US
dollar have had a significant effect on the Company’s results of operations. The Indian rupee depreciated
against the US dollar by approximately 27.5% in the year ended 31 March 2009 and appreciated by
approximately 8% in the nine months ended 31 December 2009. Primarily as a result of these changes, the
Company experienced a loss of US$459.0 million for the year ended 31 March 2009 and a gain of
US$146.1 million for the nine months ended 31 December 2009 from currency exchange effects in
translating items to the Company’s functional currency.
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Cost of Sales
In the power business, cost of sales includes primarily:
• fuel costs, including gas and naphtha, to the extent that fuel is not provided by off-take customers;
• wages and salaries of plant personnel;
• operating and maintenance expenses;
• depreciation of power plant assets; and
• consumption of stores and spares.
In the oil and gas business, cost of sales includes primarily:
• cost of crude oil and chemicals and catalysts;
• power, water and fuel costs;
• changes in inventories of finished and intermediate products;
• cost of traded refined petroleum products;
• consumption of stores and spares;
• following commencement of the Vadinar refinery’s commercial operations on 1 May 2008, gains and
losses on commodity derivatives for hedging the risk of movements in crude oil prices;
• operating expenses;
• salaries and wages of operational personnel; and
• depreciation of refinery and exploration and production assets.
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Other Gains/(Losses)
Other gains/(losses) primarily comprise the consequences of exchange rate movements between the date of
foreign currency transactions or opening exchange rates at beginning of the year and settlement of
transactions or year-end exchange rate in respect of monetary items. During the period under review,
currency exchange differences have related mostly to the oil and gas business. In addition other gains/
(losses) in the nine month period ended 31 December 2009, includes the surplus arising on the acquisition
of joint controlled entities.
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RESULTS OF OPERATIONS
The following table sets forth the Company’s results of operations for the periods indicated:
(1) Unaudited.
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The following table shows certain line items from the income statement as a percentage of revenues for the
periods indicated:
Nine months
ended
Year ended 31 March 31 December
2007 2008 2009 2008(1) 2009
(as a percentage of revenues)
Gross profit margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.7% 20.1% 8.1% 6.0% 5.7%
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.8% 35.6% 41.1% 40.6% 48.4%
Oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7% (5.7%) 7.0% 5.0% 4.2%
Selling and distribution expenses(2) . . . . . . . . . . . . . . . . . (3.2)% (0.5)% (0.9)% (0.9)% (1.1)%
General and administration expenses . . . . . . . . . . . . . . . (17.6)% (17.4)% (1.0)% (0.7)% (1.3)%
Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25.0)% (12.1)% (3.1)% (2.7)% (3.8)%
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19.3)% (19.4)% (18.3)% (16.8)% (19.0)%
Oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31.4)% 0.1% (2.6)% (2.3)% (3.3)%
(Loss)/Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . (13.1)% (31.8)% (2.9)% (5.4)% 2.6%
Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7% 11.2% 20.2% 20.6% 27.8%
Oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (41.8)% (103.3)% (3.6)% (6.1)% 1.7%
(1) Unaudited.
The following table provides certain operational data for the periods indicated:
Nine months
ended
Year ended 31 March 31 December
2007 2008 2009 2008 2009(1)
Power business(2)
Essar Power sales in MKWh . . . . . . . . . . . . . . . . . . . . . . . . . . 1,877 3,498 2,891 2,178 2,012
Bhander Power sales in MKWh . . . . . . . . . . . . . . . . . . . . . . . 1,298 1,786 1,850 1,394 1,724
Total (in MKWh) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,175 5,284 4,741 3,572 3,736
Oil and gas business(3)
Crude processed following commissioning of the Vadinar
refinery on 1 May 2008 (in MMT) . . . . . . . . . . . . . . . . . . . . — — 12.0 8.64 9.9
Refined petroleum products sold following commissioning of
the Vadinar refinery on 1 May 2008 (in MMT) . . . . . . . . . . . — — 11.3 8.18 9.26
Gross refining margin (including sales tax incentive) per barrel
in US$ following commissioning of Vadinar refinery on
1 May 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 7.97 7.03 4.46
Gross refining margin per barrel (excluding sales tax incentive)
in US$ following commissioning of Vadinar refinery on
1 May 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 5.02 3.62 2.12
(1) The Vadinar refinery was shut down for 18 days in April 2009 for a planned maintenance turnaround.
(2) Both Essar Power and Bhander Power were acquired on 30 September 2006. Figures exclude Vadinar Power-Jamnagar because
the power it generates is used in the Vadinar refinery’s operations.
(3) The crude oil and other expenses incurred during the Vadinar refinery’s trial runs as well as the proceeds received from sales of
refined petroleum products produced in these trial runs were capitalised until the refinery commenced commercial operations
on 1 May 2008. Therefore, the data in the table does not include data for the trial runs.
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Results of Operations for the Nine Months Ended 31 December 2008 and 2009
Revenues
The Company’s revenues decreased from US$7,083.9 million in the nine months ended 31 December 2008
to US$5,654.6 million in the nine months ended 31 December 2009.
The power business’s revenues increased from US$192.3 million in the nine months ended 31 December
2008 to US$196.9 million in the nine months ended 31 December 2009. The increase was primarily due to
full period of operations of the third, 145-MW unit of the Bhander Power-Hazira plant, which was
commissioned on 7 October 2008, and commissioning of Essar Power (Canada) on 13 June 2009, partially
offset by lower sales to GUVNL from the Essar-Power Hazira plant.
The oil and gas business’s revenues decreased from US$6,891.6 million in the nine months ended
31 December 2008 to US$5,457.7 million in the nine months ended 31 December 2009. The decrease was
primarily due to a decrease in average sales prices of refined petroleum products by US$ 269.4/MT from
US$ 835.2/MT for the nine months ended 31 December 2008 to US$565.8/MT for the nine months ended
31 December 2009 largely due to downward pricing pressure on refined petroleum products resulting from
the effects of lower crude prices, despite an increase in overall sales volumes from 8.1 mmt to 9.6 mmt,
respectively.
Cost of Sales
The Company’s cost of sales decreased from US$6,658.0 million in the nine months ended 31 December
2008 to US$5,332.2 million in the nine months ended 31 December 2009.
The power business’s cost of sales decreased from US$114.3 million in the nine months ended
31 December 2008 to US$101.6 million in the nine months ended 31 December 2009. The decrease was
primarily due to a decrease in power supplied to GUVNL from Essar-Power Hazira, which was partly
offset by an increase in cost of sales due to full period operations of the third 145-MW unit of the Bhander
Power-Hazira plant and commissioning of the Essar Power (Canada) plant in June 2009. As a percentage
of revenues, cost of sales was 59.4% and 51.6% in the nine months ended 31 December 2008 and 2009,
respectively. The lower percentage in the nine months ended 31 December 2009 was primarily due to the
decrease in revenues from GUVNL at the Essar Power-Hazira plant.
The oil and gas business’s cost of sales decreased from US$6,543.7 million in the nine months ended
31 December 2008 to US$5,230.6 million in the nine months ended 31 December 2009. The decrease was
primarily due to a decrease in raw material cost, predominantly crude oil costs, during the nine months
ended 31 December 2008. Average raw material costs during the nine months ended 31 December 2008
was USD$708.55/MT compared to US$486.51/MT during the nine months ended 31 December 2009. As a
percentage of revenues, cost of sales was 95.0% and 95.8% in the nine months ended 31 December 2008
and 2009, respectively. The higher percentage in the nine months ended 31 December 2009 was primarily
due to the prices for refined products decreasing at a greater rate than the decrease in the cost of crude oil.
Gross Profit
Largely due to the factors discussed above:
• The Company’s gross profit decreased from US$425.9 million in the nine months ended 31 December
2008 to US$322.4 million in the nine months ended 31 December 2009;
• the power business’s gross profit increased from US$78.0 million in the nine months ended
31 December 2008 to US$95.3 million in the nine months ended 31 December 2009; and
• the oil and gas business’s gross profit margin decreased from US$347.9 million in the nine months
ended 31 December 2008 to US$227.1 million in the nine months ended 31 December 2009.
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Other Gains/(Losses)
The Company recognised other losses of US$447.3 million in the nine months ended 31 December 2008
and other gains of US$165.9 million in the nine months ended 31 December 2009. Foreign currency loses
were US$447.3 million in the nine months ended 31 December 2008 compared to foreign currency gains of
US$146.1 million in the nine months ended 31 December 2009. The net negative effect in the nine months
ended 31 December 2008 largely reflected the depreciation of the rupee against the US dollar in that
period. The net positive effect in the nine months ended 31 December 2009 largely reflected the 8.4%
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appreciation of the rupee against the US dollar in that period. During the nine months ended
31 December 2009, the oil and gas business acquired a 50% interest in Kenya Petroleum Refinery and
accounted for US$19.1 million as a surplus arising on acquisition.
Tax
The Company recognised an income tax benefit of US$129.0 million and an income tax expense of
US$27.6 million in the nine months ended 31 December 2008 and 2009, respectively. The income tax
benefit in the nine months ended 31 December 2008 was primarily due to the loss before tax in that period.
The income tax expense in the nine month ended 31 December 2009 was primarily due to the profit before
tax in that period. The Company’s effective tax rate was 33.7% and 18.7% in the nine months ended
31 December 2008 and 2009, respectively. These effective tax rates reflect the lack of tax benefits in the oil
and gas business given the historical lack of profits in that business. Under Indian tax laws, there is no
consolidation for offsetting revenues and profits of one subsidiary against those of another subsidiary;
therefore, the tax losses of the Company’s Indian subsidiaries may not be used to offset the taxable profits
of other the Company Indian subsidiaries.
Results of Operations for the Years Ended 31 March 2007, 2008 and 2009
Revenues
The Company’s revenues increased from US$202.7 million in the year ended 31 March 2007 to
US$372.3 million in the year ended 31 March 2008 and to US$8,453.1 million in the year ended 31 March
2009.
The power business’s revenues increased from US$106.8 million in the year ended 31 March 2007 to
US$232.5 million in the year ended 31 March 2008 and to US$260.5 million in the year ended 31 March
2009. The increase in the year ended 31 March 2008 compared to the year ended 31 March 2007 was
primarily due to:
• an increase in revenues of approximately US$69.0 million from the full-year of results of the Essar
Power plant, which was acquired in September 2006;
• an approximately US$19.0 million increase in variable charges received by Essar Power from GUVNL
largely due to higher power supply; and
• an increase in revenues of approximately US$18.0 million from the full year of results of the first,
155-MW unit of Bhander Power-Hazira plant, which was acquired in September 2006 and from the
commissioning of the second, 200-MW unit of the Bhander Power-Hazira plant in December 2007.
179
The increase in revenues in the year ended 31 March 2009 compared to the year ended 31 March 2008 was
primarily due to:
• an increase in revenues of approximately US$24 million due to the commissioning of the third,
145-MW unit of the Bhander Power-Hazira plant on 7 October 2008 and full year operation of the
second, 200-MW unit of the Bhander Power-Hazira plant;
• approximately US$26 million net increase in variable charges received by Essar Power from GUVNL
from the pass-through of higher charges, primarily higher average fuel costs;
• partially offset by the depreciation of the Indian rupee against the US dollar.
The oil and gas business’s revenues increased from US$95.9 million in the year ended 31 March 2007 to
US$139.8 million in the year ended 31 March 2008 and to US$8,192.6 million in the year ended 31 March
2009. The increase in the year ended 31 March 2008 was primarily due to an increase in traded petroleum
products sales volume from 106,188 MT to 147,218 MT largely as a result of higher sales to the Group’s
retail petrol stations, as well as higher prices following on from the increase in crude oil prices. Although
the Vadinar refinery produced significant quantities of refined petroleum products during its trial runs,
which took place from November 2006 until 30 April 2008 and during which construction of the remaining
units was occurring in parallel. Revenues generated on products produced during these trial runs in the
amount of Rs. 213,161.1 million (US$5,152.6 million calculated at 41.37 Rs:1 USD, being the average
exchange rate for the period 24 November 2006 to 30 April 2008) were capitalised after adjusting for the
cost of raw materials and other related operating expenses. The increase in revenues in the year ended
31 March 2009 was primarily due to the Vadinar refinery’s commencement of commercial production on
1 May 2008. Refined petroleum prices followed the trend in crude oil prices in that year, increasing
significantly from April 2008 to June 2008 and then decreasing significantly thereafter until December
2008. In addition, the oil and gas business recorded income of US$264.6 million under revenues in the year
ended 31 March 2009 in relation to the fair value of the sales tax incentive of US$330.3 million as of
31 March 2009. In the year ended 31 March 2009, the Company also recorded a gain on commodity
hedging instruments for refined petroleum products of US$53.4 million.
Cost of Sales
The Company’s cost of sales increased from US$162.7 million in the year ended 31 March 2007 to
US$297.4 million in the year ended 31 March 2008 and to US$7,771.4 million in the year ended 31 March
2009.
The power business’s cost of sales increased from US$67.5 million in the year ended 31 March 2007 to
US$149.7 million in the year ended 31 March 2008 and to US$153.4 million in the year ended 31 March
2009. The increase in the year ended 31 March 2008 was largely due to the first full-year results of the first,
155-MW unit of the Bhander Power plant and of the Essar Power-Hazira power plant, both of which were
acquired in September 2006, and the commissioning of the second, 200-MW unit of Bhander Power-Hazira
plant in December 2007. These factors largely resulted in gas consumption increasing from 8.7 million
mmBTU to 15.6 million mmBTU. The increase in the year ended 31 March 2009 was primarily due to
per-unit fuel costs increasing from Rs. 269/mmBTU to Rs. 415/mmBTU as well as the first full year of
operations of the second, 200-MW unit and the commissioning in October 2008 of the third, 145-MW unit
of the Bhander Power-Hazira plant, partially offset by lower gas consumption at the first unit of the Essar
Power-Hazira plant as a result of a decrease in power supply to GUVNL. Cost of sales as a percentage of
revenues in the power business increased from 63.2% in the year ended 31 March 2007 to 64.4% in the
year ended 31 March 2008 and decreased to 58.9% in the year ended 31 March 2009, primarily due to
higher costs of fuel and lower sales to GUVNL, respectively.
The oil and gas business’s cost of sales increased from US$95.2 million in the year ended 31 March 2007, to
US$147.7 million in the year ended 31 March 2008 and to US$7,618.0 million in the year ended 31 March
2009. The increase in the year ended 31 March 2008 was primarily due to an increase in the volume of
traded refined petroleum products sold to retail petrol stations. In the year ended 31 March 2008, the
Company sold 145,217 MT compared to 105,188 MT in the year ended 31 March 2007. Cost of sales as a
percentage of revenues increased from 99.3% in the year ended 31 March 2007 to 105.7% in the year
ended 31 March 2008. This increase was primarily due to per-unit cost of traded petroleum products
increasing at a higher rate than the prices realised on their sales, largely due to pricing pressures from the
subsidized prices offered by the Indian national oil companies. The increase in cost of sales in the year
180
ended 31 March 2009 was primarily due to an increase in sales volume following the Vadinar refinery’s
commencement of commercial production on 1 May 2008.
General wage inflation, which has averaged around 10% year-on-year, as well as additional headcount and
bonuses paid in connection with the commissioning of the Vadinar refinery and second and third units of
the Bhander Power-Hazira plant have also driven the year-to-year increases in costs of sales.
Gross Profit
Largely due to the factors discussed above:
• The Company’s gross profit increased from US$40.0 million in the year ended 31 March 2007 to
US$74.9 million in the year ended 31 March 2008 and to US$681.7 million in the year ended 31 March
2009;
• the power business’s gross profit decreased from 36.8% in the year ended 31 March 2007 to 35.6% in
the year ended 31 March 2008 and to 41.1% in the year ended 31 March 2009; and
• the oil and gas business’s gross profit margin decreased from profit of 0.7% in the year ended
31 March 2007 to (5.7)% in the year ended 31 March 2008 and increased to a profit of 7.0% in the
year ended 31 March 2009.
181
derivative instruments are included in the sale of refined petroleum products in the case of product
derivative instruments and in the cost of sales for crude derivative instruments. Accordingly, gains of
US$53.4 million, US$28.6 million and US$16.6 million were included in sales revenue during the years/
periods ended 31 March 2009, 31 December 2008 and 31 December 2009, respectively, and gains of
US$25.5 million, US$17.9 million and a loss of US$56.6 million were included in cost of sales during the
years/periods ended 31 March 2009, 31 December 2008 and 31 December 2009, respectively.
Other Gains/(Losses)
The Company recognised other gains of US$34.7 million and US$114.4 million in the years ended
31 March 2007 and 2008, respectively, compared to other losses of US$459.0 million in the year ended
31 March 2009. These gains and losses related to currency exchange differences. The gains in the year
ended 31 March 2008 largely reflected the 8.4% appreciation of the rupee against the US dollar in that
year. The negative effect in the year ended 31 March 2009 largely reflected the 27.5% depreciation of the
rupee against the US dollar in that year.
Income Tax
The Company recognised income tax benefits of US$0.9 million, US$33.5 million and US$77.7 million in
the years ended 31 March 2007, 2008 and 2009, respectively. Essar Energy’s effective tax rate was 3.4%,
28.3% and 31.8%, respectively.
182
The tax rate for 2007 was lower in comparison to other periods as a result of losses incurred where a
deferred tax asset was not created because it was not probable that the losses would be utilised. In 2008
and 2009, the effective rate increased as a result of profits being generated.
Nine months
ended
Year ended 31 March 31 December
2007 2008 2009 2008(1) 2009
(US$ in million)
Net cash generated/(used) in operating activities . . . . . . . (47.7) (126.5) 350.1 229.6 164.2
Net cash used in investing activities . . . . . . . . . . . . . . . . . (1,289.3) (589.6) (498.2) (413.4) (556.9)
Net cash provided by financing activities . . . . . . . . . . . . . 1,367.1 772.2 97.9 89.7 392.6
Net increase/(decrease) in cash and cash equivalents . . . . 30.1 56.1 (50.2) (94.1) (0.1)
Effect of exchange rate changes on cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2 4.1 12.3 6.6 8.9
Cash and cash equivalents at beginning of period . . . . . . . — 40.3 100.5 100.5 62.6
Cash and cash equivalents at end of period . . . . . . . . . . . 40.3 100.5 62.6 13.0 71.4
(1) Unaudited
183
184
31 March 2007 and 2008, respectively. The switch to positive cash generation from operating activities in
the year ended 31 March 2009 is largely attributable to the Vadinar refinery commencing commercial
operations on 1 May 2008. The power business also generated positive net cash flows from operating
activities in each of the years ended 31 March 2007, 2008 and 2009.
The higher net cash used in operating activities in the year ended 31 March 2008 compared to 31 March
2007 was largely due to:
• in the power business, net cash flows generated by operating activities were US$50.4 million and
US$68.9 million for the years ended 31 March 2007 and 2008, respectively. Net working capital
changes used cash of US$31.8 million in the year ended 31 March 2008 and were largely due to an
increase in trade and other receivables and other assets as a result of a dispute with GUVNL under its
PPA and payment of upfront finance charges to banks; and
• in the oil and gas business, net cash flows used in operating activities was US$98.1 million and
US$195.4 million for the years ended 31 March 2007 and 2008, respectively, and related primarily to
traded refined petroleum product operations. Key factors in the negative cash flow from operations in
these years include the sale of traded refined petroleum products below their cost, largely due to
pricing pressures from the subsidized prices offered by the Indian national oil companies.
The Company’s net cash generated by operating activities in the year ended 31 March 2009 compared to
the net cash used in operating activities in the year ended 31 March 2008 was primarily due to:
• cash flows generated by operating activities in the total amount of US$350.1 million in the year ended
31 March 2009 compared to cash flows used in operating activities of US$126.5 million in the year
ended 31 March 2008 following adjustments arising from non-cash currency losses, depreciation and
amortisation and net finance expenses;
• in the power business, net cash flows generated by operating activities was US$70.0 million for the
year ended 31 March 2009. There was a net negative movement in working capital and payment of
taxes of US$55.2 million. This change largely reflected a decrease in current liabilities on account of
payment to creditors and finance lease payment; and
• in the oil and gas business, net cash flows generated from operating activities were US$280.1 million
for the year ended 31 March 2009, primarily reflecting the gross refining margins generated by, and
the volume of production of, the Vadinar refinery, which commenced commercial production on
1 May 2008. After adjustments for non-cash currency losses, depreciation and amortisation and other
non-cash items, the oil and gas business recorded a net cash inflow from operating activities before
working capital changes of US$514.3 million in the year ended 31 March 2009. Changes in the level of
working capital and payment of taxes decreased operating cash flow to US$234.2 million in that year.
These changes included decreases in trade and other payables, including provisions and payment of
taxes, to US$349.1 million and an increase in receivables, advances and deposits to US$481.5 million,
partially offset by a decrease in the level of inventory by US$596.4 million.
185
business used cash of US$212.1 million for its acquisition of minority interests and the power business
used net cash of US$83.7 million for its acquisition of its initial 49.9% stake in Essar Power (Canada)
(formerly, Algoma Energy LLP);
• in the power business, cash outlays of US$47.5 million, US$168.3 million and US$223.0 million in the
years ended 31 March 2007, 2008 and 2009, respectively, related primarily to changes in fixed assets
and capital work-in-progress and purchases/sale of investments. In the year ended 31 March 2007, the
outlays related primarily to the construction of the second and third units of the Bhander Power-
Hazira plant and modification and upgrade capital expenditures for the Essar Power-Hazira plant. In
the year ended 31 March 2008, the outlays related primarily to construction of the second and third
units of the Bhander Power-Hazira plant, the Essar Power-Salaya project and the Essar Power
MP-Mahan plant. In the year ended 31 March 2009, the outlays related primarily to the construction
of the Essar Power (Canada) plant, the Essar Power MP-Mahan plant, the Essar Power-Salaya project
and the third unit of Bhander Power-Hazira plant; and
• the oil and gas business used net cash for purchases of property, plant and equipment of
US$477.8 million, US$68.7 million and US$257.1 million in the years ended 31 March 2007, 2008 and
2009, respectively. The higher cash outlays in the year ended 31 March 2007 compared to the prior
year related primarily to higher expenditures during the Vadinar refinery’s construction and trial runs.
The high cash outlays in the year ended 31 March 2009 compared to the prior year related primarily
to payments made in connection with the Refinery Expansion Projects, including purchases of land.
186
terms of the Vadinar refinery’s project financing arrangements, the oil and gas business began making
quarterly interest payments under these arrangements from the quarter ended March 2008, which
largely resulted in the increased use of cash for interest payments during the year ended 31 March
2009.
CAPITAL EXPENDITURES
Historical Capital Expenditures
The following table provides an overview of the Company’s capital expenditures and other capital
investments for the periods indicated:
Nine months
ended
Year ended 31 March 31 December
2007 2008 2009 2009
(US$ in million)
Power business
Construction of the Bhander Power-Hazira plant . . . . . . . . . . . . . 35.2 52.0 6.6 —
Construction of the Vadinar Power-Jamnagar power plant . . . . . . . 4.0 — 68.6 110.0
Essar Power MP-Mahan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 83.2 111.8 129.3
Essar Power Jharkhand-Tori . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.7 6.6 0.5
Essar Power Gujarat-Salaya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 14.2 123.0 176.1
Essar Power (Canada) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 33.2 49.6 43.3
Sustaining capital expenditures etc . . . . . . . . . . . . . . . . . . . . . . . . 12.6 11.2 3.2 22.1
Power business total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.8 194.5 369.4 481.3
Oil and gas business
Construction of the base Vadinar refinery . . . . . . . . . . . . . . . . . . . 375.8 445.3 (34.1) 16.1
Upgrades to the Vadinar refinery . . . . . . . . . . . . . . . . . . . . . . . . . 47.0 152.9 262.9 168.1
Other oil and gas business capital expenditures . . . . . . . . . . . . . . . 15.4 80.60 9.4 22.9
Oil and gas total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 438.2 678.8 238.2 207.1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490.0 873.3 607.6 688.4
INDEBTEDNESS
Overview
The Company’s policy is generally to optimise borrowings at an operating company level within an
acceptable level of debt. The Company’s existing and future project financing arrangements are usually
secured by pledges and charges over substantially all of the assets to which the financing arrangements
relate, including the shares of significant subsidiaries of the Company. The Company’s target capital
structure by project is 75%:25% debt-to-equity ratio for power projects and 60%:40% debt-to-equity ratio
for refining projects. Equity funding for existing operations or new projects and acquisitions is raised
centrally, first from equity financing or operating cashflows and then from new group-level borrowings,
while retaining an acceptable level of debt for the consolidated the Company group. The Company’s policy
is to borrow using a mixture of long-term and short-term debt from both local and international financial
markets as well as multilateral organisations.
187
Historical Indebtedness
The following table sets forth the Company’s financial indebtedness as of the dates indicated:
As of
As of 31 March 31 December
2007 2008 2009 2009
(US$ in million)
Non-convertible debentures . . . . . . . . . . . . . . . . . . . . . . . . . 254.5 159.8 105.8 104.2
Borrowings from banks and financial institutions . . . . . . . . . . 2,052.7 2,447.9 1,981.8 2,349.5
Cumulative redeemable preference . . . . . . . . . . . . . . . . . . . . — — 69.6 86.4
Working capital loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147.0 415.1 260.8 474.8
Loan from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . 110.7 82.1 34.1 97.8
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,564.9 3,104.9 2,452.1 3,112.7
Less: unamortized finance cost . . . . . . . . . . . . . . . . . . . . . . . (7.3) (7.2) (4.5) (3.7)
Net borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,557.6 3,097.7 2,447.6 3,109.0
Power business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 529.2 495.8 440.8 773.1
Oil and gas business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,028.4 2,601.9 2,006.8 2,335.9
Less: payable within one year . . . . . . . . . . . . . . . . . . . . . . . . (385.4) (745.7) (581.5) (918.9)
Non-current borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,172.2 2,352.0 1,866.1 2,190.1
As of
31 December
2009
(US$ in million)
Interest bearing loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,109.0
Less: cash and bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.4
Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,037.6
Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,038.8
Equity and net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,076.4
Gearing ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.8%
188
The table below summarises the power business’s financial indebtedness as of 31 December 2009 in
US dollars (computed at an exchange rate of US$1.00 : Rs. 46.68) and rounded to the nearest million.
Management believes that the facilities listed in the table below contain terms and conditions that are
standard for facilities of these types in the power sector in India.
(1) Facilities committed means facilities in respect of which binding loan agreements have been entered into.
(2) Facilities agreed means facilities which have been agreed with lenders in the form of non-binding term sheets or sanction letters.
(4) Axis Bank has entered into a subscription agreement dated 19 April 2010 to subscribe to secured redeemable non convertible
debentures at 11.25% for a term starting fiscal year 2011 to fiscal year 2018 of Essar Power Limited on a private placement basis
for Rs. 8,000 million (US$171.38 million). The purpose for this sanction is to refinance the existing term loans of Essar Power
Limited and general corporate purposes.
189
Part 9
6810DM/0D Foot:
The table below summarises the oil and gas business’s debt facilities available as of 31 December 2009 in US dollars (computed at an exchange rate of
0D/
(1)
Purpose of debt Lenders Facility type entered 2009 2009(2) Rate of Interest Term 2009
Base Refinery . . . . . . . . . Various Banks & debenture Debt restructured as per MRA 17-Dec-04 — Per MRA terms Per MRA 1,660
holders covered by MRA
0D VJ RSeq: 1 Clr: 0
American Express Bank(3) ECB (including funded interest) 15-May-01 50 Libor + 2.25% 8 years 73
Debenture holders not covered Non Convertible Debentures 12-Jan-95 — 6 to 9.25% Repayable in 13
by MRA March 2010(4)
Group Companies Inter company debt/Finance lease Various dates 174 0 to 14% Between 2 to 113
20 Years
Working Capital(5) . . . . . . . Various banks Working capital 30-Mar-09 2,193(6) 63 Various Various 1,291
File: DC70801A.;61
Bills Discounting Various dates 311 MIBOR + 2.5 to 3.0% 12 months 107
190
(1) Facilities committed means facilities in respect of which binding loan agreements have been entered into.
(2) Facilities agreed means facilities which have been agreed with lenders in the form of non binding term sheets or sanction letters.
(3) The American Express Bank Loan was settled by making a lump sum payment of US$63 million in March 2010.
(5) See ‘‘Other Available Sources of Liquidity—Oil and gas business’’ below for a description of this facility. In addition, Essar Oil has a committed credit line from two suppliers, State Trading Corporation and MSTC
Limited.
(6) This facility has been renewed and the current facility is for Rs. 106,500 million (US$2,281.5 million).
(7) Prior to final documentation being signed the lenders have permitted Essar Oil to draw down up to US$643 million as LC facilities.
MERRILL CORPORATION JDICKSO//30-APR-10 12:31 DISK116:[10ZAU1.10ZAU70801]DE70801A.;56
mrll_0909.fmt Free: 170D*/240D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 17529
For information on the extent to which the Company has secured debt financing for the Expansion
Projects, see ‘‘Factors Affecting Results of Operations and Financial Condition—Funding Costs for the
Expansion Projects’’.
191
the chairman of the board of directors. Further, a nominee of the Lenders is required to be a member of
the audit committee of the board of directors of Essar Oil.
Pursuant to the terms of the MRA, Essar Oil requires prior approval of the Lenders for certain corporate
actions, including, availing any further indebtedness, seeking an extension of any existing indebtedness,
making any investment in any other concern, undertaking any new project or expansion or acquiring or
leasing any assets exceeding Rs. 250 million (US$5.4 million), declaring dividends, undertaking a merger or
consolidation or entering into any related party transactions. Further, any change to the terms of sanction
of the MRA requires an approval of the CDR Empowered Group of the CDR forum.
It is a condition of the MRA that Essar Oil obtains the benefit of the sales tax deferral. While the CDR
lenders have provided extensions since 2005, with the current extension valid until June 2011, in the event
Essar Oil is unable to receive further extensions from the CDR lenders, or the ongoing sales tax incentive
litigation described in paragraph 14.8 of Part 16 ‘‘Additional Information’’ is not resolved in Essar Oil’s
favour, this may be considered an event of default under the MRA.
Other events of default under the MRA include: (i) any non-performance by Essar Oil of its obligations
under the MRA, or (ii) the occurrence of an event of default under the VOTL master restructuring
agreement or the exercise by the VOTL lenders of a right of revocation under the VOTL master
restructuring agreement. Each Lender, on occurrence of an event of default, may convert all or any
portion of the amounts outstanding into shares of Essar Oil. This maybe at a price lower than the market
price of the shares of Essar Oil. Where the event of default relates to a failure to make repayments or
interest payments on due dates, Essar Oil may be liable to pay interest at the rate of 14.5% per annum
quarterly from the date of such default on such amounts.
Further, in the event the Lenders Monitoring Committee, in its sole discretion, determines that the cash
flows of Essar Oil allow acceleration in repayment, then it may accelerate the repayments on a pro-rata
basis. If the Lenders believe that the profitability and cash flows of Essar Oil are such that recompense
payments can be made by Essar Oil, then it will be required to make additional recompense payments to
the Lenders in respect of certain facilities, at either (i) 14% for Rs. lenders or (ii) LIBOR plus 4%/9.5%
for lenders in other currencies, in each case per annum depending upon the type of facilities, payable
quarterly (‘‘Recompense Payments’’). However, the Lenders cannot seek Recompense Payments if Essar
Oil makes repayment within five years of the completion date (i.e., 24 April 2007) or prepays the facilities
in terms of the MRA otherwise than out of its cash flows.
The Lenders also have a right to revoke the remedies provided to Essar Oil under the MRA, in the event
of certain events taking place, which include any material breach of representations and warranties
provided by Essar Oil.
The Amended MRA requires Essar Oil to maintain specific ratio levels for the total outside liabilities to
tangible net worth; gross debt service coverage ratio; and the debt to equity ratio. In the event of
non-adherence of any two of these ratios, where the adverse deviation shall be more than 20%, Essar Oil
shall be liable to pay a penal interest of 1% per annum on the document rate during the period of
non-adherence. In addition, in the event of continuous non-compliance with such financial covenants, the
Lenders have the right to stipulate further conditions or covenants on Essar Oil.
In terms of the MRA, a first-ranking security interest has been created over all Essar Oil’s movable and
immovable assets, both present and future for the facilities provided by the Lenders under the MRA,
except on the port facilities, facilities for import, storage and export of petroleum, certain receivables
under specific contracts and assets in relation to exploration, development and production of petroleum by
Essar Oil in the Ratna Fields. Further, 51% of shares having voting rights of Essar Oil is pledged and is
required to be pledged at all times till the MRA subsists. Further, Lenders through the security trustee
have an option to exercise vote on the pledges shares, upon notification to the pledgors, even prior to an
event of default.
Essar Oil intends to exit the CDR Scheme at an appropriate time and continues to evaluate its options
with regard to such an exit. In the nine months ended 31 December 2009, the weighted average interest
rate on the borrowings under the CDR Scheme was approximately 9.0%.
Essar Investments and VOTL, Essar Affiliated Companies, have provided guarantees to the lenders for
certain of Essar Oil’s obligations under the corporate debt restructuring.
192
For a discussion of some of the risks related to the Group’s current and future financing arrangements, see
‘‘The Company has substantial debt requirements. The structure and terms of the Company’s financing
arrangements could give rise to additional risks’’ in Part 1 ‘‘Risk Factors’’.
193
194
In the event of defaults in payment, lenders under certain Project Financing Arrangements have certain
rights including the right to convert the whole or part of the outstanding amount into fully paid equity
shares of the concerned Project Company.
195
Amount
outstanding
as at
Component 31 March
Component limit 2010 Rate of interest Typical term
(US$ millions) (US$ millions)
Funded facility*—cash credit . . . 266 — BPLR + 0 to 2.75% 12 months
Non-funded facilities** (including
letters of credit, bank
guarantees) . . . . . . . . . . . . . . 2,093 1,306 Commissions of 0.45 to 2.78% 30–180 days
* The funded facility of US$244 million is fully interchangeable with non-funded facilities.
** The non-funded facilities also includes buyers credit facilities funded by foreign banks against letters of comfort, interest rates
for which range from 0.6% to 1.5% above LIBOR.
The working capital facility is secured by first charge security over the current assets and a second charge
security over the refining assets of Essar Oil with certain exclusions; a corporate guarantee by Essar
Investments Limited, an Essar Affiliated Company, personal guarantees by Shashikant Ruia, Ravi Ruia
and Prashant Ruia; pledges of the promoters’ 51% shareholding in Essar Oil with voting rights and pledges
over 63,125,095 shares of Essar Shipping Ports and Logistics, an Essar Affiliated Company, held by
another Essar Affiliated Company and a charge over Essar House, which is owned by an Essar Affiliated
Company. Under the working capital agreement, the lenders may, at their sole discretion, elect not to
accept security offered by Essar Oil and cease making advances against such security.
The working capital consortium agreement contains covenants that restrict certain activities of Essar Oil,
including restrictions on creating security interests over any or all of its properties or assets, formulating
schemes of amalgamation or reconstruction, giving certain guarantees, making certain loans or
investments, making drastic changes in management or changing its capital structure.
The working capital consortium agreement also contains financial covenants requiring Essar Oil to
maintain a current asset cover ratio and any other ratio as required by the lenders.
As of 31 March 2010, an amount of Rs. 58,956 million (US$1,306 million) were outstanding under the
working capital facility.
Essar Oil keeps availing an overdraft facility against its own fixed deposits with the banks. No amounts
were outstanding under this facility as of 31 March 2010.
Essar Exploration & Production Ltd. has a guarantee facility of US$50 million with Bank of India for
providing performance guarantees under various oil and gas exploration contracts. As at 31 March 2010
the limit utilised was US$6.84 million.
In addition, Essar Oil has arrangements with two government corporations, MSTC Limited and
STC Limited for the purchase of crude oil on a long payment basis. The total sanctioned facility from
MSTC Limited and STC Limited amounts to Rs. 53,000.00 million (US$1,135 million) as at 31 December
2009 and the outstanding amount under the facilities was Rs. 23,100 million (US$512 million) as at
31 March 2010.
196
Other Guarantees
Essar Steel, an Essar Affiliated Company, has provided a guarantee in favour of the Punjab National Bank
for an amount of Rs. 1,485 million (US$32.9 million) plus interest and other dues thereon. Pursuant to the
term loan agreement dated 29 March 2001, which is now one of the facilities under the MRA, the
repayment for the facility shall be under the terms of the MRA.
Further, Essar Investments, an Essar Affiliated Company, has guaranteed Essar Oil’s obligations for
repayment of differential interest/ liquidated damages, in an amount of Rs. 2,068 million
(US$45.8 million), to IDBI Bank Limited pursuant to IDBI Bank Limited’s letter dated 31 March 2009.
The amount is repayable on 31 March 2031.
Power
To finance its working capital requirements, Essar Power has entered into a working capital consortium
agreement dated 7 October 2009 with State Bank of India, State Bank of Mysore, Central Bank of India,
Bank of India and Yes Bank Limited. The working capital facilities under the working capital consortium
agreement aggregates to an amount of Rs. 2,780 million (US$61.6 million).
The working capital consortium agreement comprises various facilities including overdrafts, cash credits,
pre-shipments and post-shipment credit, opening of letter of credits, issuing of guarantees including
deferred payment guarantees and indemnities and bill discounting. The working capital facility is secured
by security interest over Essar Power’s assets including by way of a first charge over Essar Power’s current
assets, receivables and book debts and by way of second charge over fixed assets, both present and future.
The lenders may, at their sole discretion, not accept the security offered by Essar Power and discontinue
the facilities.
The working capital consortium agreement contains covenants that restrict certain activities of Essar
Power including the creation of security interests, changes of capital structure, formulation of schemes for
amalgamation and reconstruction, expansion or modernisation (other than routine capital expenditure)
and the provision of certain guarantees without the prior consent of the lenders. The working capital
consortium agreement also contains certain financial covenants including the requirement to maintain a
prescribed current asset cover ratios and security margins.
Essar Power has agreed to indemnify the lenders for claims, losses or expenses incurred by them in respect
of the facilities. Essar Investments has guaranteed Essar Power’s obligation under the working capital
consortium agreement. As of 31 March 2010, borrowings in the amount of Rs. 1,012 million
(US$22.4 million) were outstanding under the working capital facility.
Outside the limits covered by the working capital consortium agreement, Essar Power enjoys working
capital facilities in the form of supplier’s channel credit, bid bond, cash credit, letters of credit and
guarantees aggregating to Rs. 1,455 million (US$32.2 million) from Bank of India. The outstanding
borrowing under these facilities as of 31 March 2010 was Rs. 751 million (US$16.6 million). Also, outside
the limits covered by the working capital consortium agreement, State Bank of India has provided a bid
bond guarantee of Rs. 90 million (US$2.0 million) and Yes Bank Limited has provided a bid guarantee of
Rs. 359 million (US$7.9 million) to Essar Power, of which Rs. 90 million (US$2.0 million) and
Rs. 359 million (US$7.9 million), respectively, were outstanding as of 31 March 2010.
Axis Bank has provided bank guarantees aggregating to Rs. 1,280 million (US$28.4 million) to Essar Power
of which Rs. 973 million (US$21.5 million) was outstanding as of 31 March 2010.
Essar Power also has domestic bill discounting facilities of Rs. 800 million (US$17.7 million) from HDFC
Bank Limited and of Rs. 2,000 million (US$44.3 million) from Bank of Baroda. The outstanding borrowing
under these bill discounting facilities as of 31 March 2010 was Rs. 350 million (US$7.8 million).
197
coal mines discussed in ‘‘Overseas Coal Blocks’’ in Part 6 ‘‘The Business’’ as well as to bridge other capex
requirements for Power Projects. The amount outstanding under this facility as of 31 March 2010 was
US$300 million.
In accordance with a sanction letter dated 7 April 2010 and a subscription agreement dated 19 April 2010,
Axis Bank has agreed to subscribe for Rs. 8 billion (US$171.4 million) of secured redeemable
non-convertible debentures of Essar Power. The primary purpose of this issuance is to refinance Essar
Power’s existing term loans. These debentures are to be redeemed in eight unequal annual installments
commencing 31 March 2011.
See Part 10 ‘‘Capitalisation and Indebtedness Statement’’ for a statement of the Company’s capitalisation
and indebtedness as of 31 March 2010.
CONTRACTUAL COMMITMENTS
Borrowings
The following table sets forth the Company’s borrowings, excluding interest, as they come due as of
31 December 2009:
Capital Commitments
As of 31 December 2009, the Company estimated amount of contracts, largely relating to the development
and construction of the Phase I Power Projects and the Refinery Expansion Projects, remaining to be
executed on capital account and not provided for on 31 December 2009 was US$6,877.2 million, including
the Company’s joint venture shares in such amounts.
198
(1) Relates to future obligations for refined petroleum product exports under term contracts for periods beyond 31 December
2010. These obligations were calculated using information current as of 31 December 2009 and, as such, the commitment
amount may vary, based factors such as product price and actual quantity exported.
(2) Relates to contractual obligations for future crude oil term sales and purchases. These obligations were calculated using
information current as of 31 December 2009 and, as such, the actual commitment amount may vary, based on factors such as oil
price and volume purchased.
CONTINGENCIES
The following table sets forth the Company’s contingent liabilities not otherwise provided for in the
Company’s combined financial statements as of 31 December 2009:
($ in million)
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.9
Interest* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73.3
Corporate guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.8
Bank guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98.5
Disputed custom duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.0
Disputed income and indirect tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334.9
* The Group has assumed that certain facilities as will be paid at the earliest redemption date after obtaining required consent of
the lenders and this interest charge has been based on applicable early redemption rates. This amount represents the additional
interest that would have been charged to the income statement in the period if the debt was assured to run to the maximum
term of the loan.
The contingent liabilities in the table above relate primary to actual or potential legal claims relating to the
Company for which the amounts of the potential liability are reasonably assessable but the liability is not
probable. In addition, there are a number of legal claims against the Company for which the outcome is
uncertain and the potential liability is not reasonably assessable. Potential liabilities for these claims are
not included in the table above. For a discussion of these contingencies see Note 24 ‘‘Contingencies and
Commitments’’ in Part 11 ‘‘Financial Information’’.
Corporate guarantees given on behalf of entities outside of the Company of US$58.7 million consist of a
guarantee Essar Oil has provided in respect of a bank loan to VOTL, an Essar Affiliated Company, to
finance the construction of its existing terminal facilities at Vadinar, which serve the Vadinar refinery. The
facility is due for repayment in instalments on various dates between 2010 to 2014.
199
guarantee. Loop Mobile Holdings India Limited (promoter of Loop Telecom Private Limited and formerly
known as BPL Communications Limited) pays a commission to Essar Power at the rate of 0.5% per annum
of the amount of the bank guarantee. This commission is shared equally between Essar Power and Essar
Steel pursuant to the memorandum of understanding. Further, Essar Power and Essar Steel have jointly
guaranteed Loop Telecom Limited’s term loan facility dated 7 January 2010 with State Bank of India for
an amount of Rs. 4,000 million (US$85.7 million) issued in favour of State Bank of India. Essar Power and
Essar Steel have amended the aforementioned memorandum of understanding thereby extending it to
cover the said term loan facility dated 7 January 2010 for sharing claims, if any, equally in relation to their
guarantee for the aforesaid term loan facility. Loop Mobile Holdings India Limited pays a commission at
the rate of 1% per annum of the amount of the term loan, which is shared by Essar Power and Essar Steel
in equal proportion. The Company has also received a back-to-back guarantee from Mobile Holdings India
for these two guarantees with the counter guarantee amount being capped to Rs. 15,370.0 million
(US$329.3 million) and Rs. 4,000 million (US$85.7 million) for the first and second guarantees referred to
herein above.
200
The Company also enters into derivative transactions, primarily in the nature of commodity option and
swap contracts and forward currency contracts, to manage commodity price risk and currency risks arising
from the Company’s operations.
The main risks arising from the Company’s financial instruments are market risk, interest rate risk,
liquidity risk, foreign currency risk, commodity price risk and credit risk. The Board of Directors reviews
and approves policies for managing each of these types of risks.
Effect on profit
Borrowing type Change before tax
($ in million)
US-dollar denominated borrowings . . . . . . . . . . . . . . . . . . . . 50 basis point decrease 1.0
50 basis point increase (1.0)
Rupee-denominated borrowings . . . . . . . . . . . . . . . . . . . . . . . 50 basis point decrease 0.7
50 basis points increase (0.7)
201
Credit Risk
The Company is exposed to credit risk from trade receivables, receivables from Essar Affiliated
Companies, term deposits, liquid investments and other financial instruments. The Company’s policy is to
hold cash, liquid investments and term deposits in banks with strong credit ratings.
The Company trades with recognised and creditworthy third parties. The Company’s policy is to subject all
customers that wish to trade on credit terms to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis to ensure that the Company’s exposure to bad debts is
insignificant. For transactions that do not occur in the country where the relevant subsidiary is located, the
Company’s policy is not to offer credit terms without the approval of the appropriate authority within the
Company. The Company believes that it does not have any significant credit risks in relation to the Essar
Affiliated Companies.
The Company’s history of trade receivables shows negligible provisions for bad and doubtful debts. As of
31 December 2009, US$139.7 million US$114.3 million as of 31 March 2009, US$106.1 million as of
31 March 2008 and US$76.5 million as of 31 March 2007 of trade receivables were past due but not
impaired. As of 31 December 2009, US$105.2 million (US$68.1 million as of 31 March 2009,
US$58.7 million as of 31 March 2008 and US$33.6 million as of 31 March 2007) were overdue for more
than 90 days.
In the nine months ended 31 December 2009, the Group’s three largest customers—Indian national oil
companies, each contributing revenues of US$1,455.4 million, US$840.5 million and US$899.8 million,
respectively—accounted for approximately 56.5% of the Company’s revenues.
The Company establishes an allowance for doubtful accounts that represents its estimate of incurred losses
in respect of trade and other receivables. The main components of this allowance are a specific provision
that relates to individual exposures and a provision for expected losses that have been incurred but have
not been identified. The Company’s had no allowances for doubtful accounts as of 31 December 2009.
Liquidity Risk
The Company monitors its liquidity risk using a recurring liquidity planning tool. This tool considers the
maturity of both its financial investments and financial assets, such as accounts receivables and other
financial assets, and its projected cash flows from operations. The Company aims to maintain a balance
between continuity of funding and flexibility through the use of bank loans, debentures, preference shares
and finance leases.
202
Set out below is the impact the change in the value of the Company’s commodity derivative contracts as of
31 December 2009 from a 10% increase or decrease in base crude and petroleum product prices over their
levels as of 31 December 2009 would have on the Company’s pre-tax results:
Effect of 10%
increase in
prices
(US$ in
million)
Crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10.3)
Crack spread(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7)
Effect of 10%
decrease in
prices
(US$ in
million)
Crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
Crack spread(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7
(1) Crack spread refers to the difference between the per-barrel price of refined petroleum products and the related cost of crude
oil used for their production.
Capital Management
For information about the Company’s capital management, see ‘‘—Indebtedness—Overview’’.
203
sales to allow the Group to benefit from the maximum deferral period. Any change in this assessment
would result in a change in the benefit that would be recorded in that period.
The Group has recorded the sales tax benefit as revenue in the period in which the associated eligible
domestic sales are made to customers. Under IAS 20, the benefit may only be recognised when there is
reasonable assurance that the entity will comply with the conditions attached to the benefit and must be
recognised over the period necessary to match the benefit systematically with the related costs which they
are intended to compensate. Recognition of the benefit in profit or loss on a receipts basis is appropriate
only where no suitable basis exists for allocating the benefit to periods other than the one in which it is
received.
Management has exercised its judgement in assessing the period over which to recognise the benefit and
believes there are no significant costs or expenses that the incentive is intended to compensate, as the
plant’s location was determined before the incentive became available and as this incentive was set up,
amongst other things, to improve the economic wellbeing of the state of Gujarat. Accordingly, the Group
has recognised the benefit in the period of the eligible domestic sales made from the state of Gujarat,
being the primary condition associated with the benefit. An alternative view would be that the sales tax
benefit is intended to compensate recipients for the costs of setting up and/or conducting their business in
the state of Gujarat, in which case the benefit could be recognised over the period necessary to match such
costs. For example, a differing judgement may be to (a) recognise the benefit during the period in which
the Company incurs operating expenses whilst it enjoys the benefit (for example, 13 years being the
remaining period for which the sales tax payment can be deferred) or (b) recognise the benefit over the
expected life of the capital asset constructed, namely the Vadinar refinery (the depreciation period for
which is 40 years) both of which would result in materially different results in the periods presented with
significantly lower revenue and profit.
Tax
The Group is subject to tax, principally within India. The amount of tax payable in respect of any period is
dependent upon the interpretation of the relevant tax rules. Whilst an assessment must be made of the
deferred tax position of each entity within the Group, these matters are inherently uncertain until the
position of each entity is agreed with the relevant tax authorities.
Depreciable lives
The Group’s relevant non-current assets are depreciable over their estimate useful lives as set out in
section 2.1 above. Such lives are dependent upon an assessment of both the technical lives of the assets and
also their likely economic lives based on factors including commodity prices, alternative sources of supply,
relative efficiency and operating costs. Accordingly depreciable lives are reviewed annually using the best
information available to management.
Impairment testing
Goodwill is tested for impairment annually. Other non-current assets are tested for impairment when
conditions suggest that there is a risk of impairment. Where impairment testing is carried out,
management use the best information available to them to assess the likely cash flows available to the
relevant asset. Key assumptions are inherently uncertain and include commodity prices, anticipated
production costs, likely asset lives, the timing of granting of licenses and permits and the relevant discount
rates.
204
205
PART 10
CAPITALISATION AND INDEBTEDNESS STATEMENT
Capitalisation and indebtedness
The table below sets out the Company’s capitalisation as of 31 March 2010.
As of
31 March
2010
(US$ in million)
Current debt
Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947.9
Unguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256.7
Non-current debt
Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,256.8
Unguaranteed/unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247.1
Total debt(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,708.5
Equity
Invested capital(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,629.4
Legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (506.4)
Minority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 378.0
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,501.0
Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,209.5
Other than as set forth in footnotes 2 and 3 below, there has been no material change since 31 March 2010.
The following table sets out the Company’s net indebtedness as of 31 March 2010.
As of
31 March
2010
(US$ in million)
Current financial receivable
Cash and cash equivalents(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 444.7
Current financial debt
Current bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,003.1
Current portion of non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2
Other current financial debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190.3
Non-current financial debt
Non-current bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,258.2
Bonds issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Other non current loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245.7
Net debt(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,263.8
(1) Excludes finance lease obligations as of 31 March 2010 of US$10.2 million and US$22.0 million in current and non-current
liabilities, respectively.
(2) Total debt increased since 31 March 2010 as a result of additional draw downs of facilities, including primarily facilities in
respect of Mahan (US$42 million); Salaya (US$8 million) and Vadinar Power (US$29 million).
(3) Investments of equity since 31 March 2010 has increased Essar Global’s invested capital in the Company to over US$2.8 billion.
(4) Cash and cash equivalents reduced since 31 March 2010 as a result of US$250 million of capital expenditure in the Power
Business.
206
PART 11
FINANCIAL INFORMATION
Section A—Accountant’s report on combined financial information of Essar Energy plc
5MAY200502184203
Deloitte LLP
2 New Street Square
London EC4A 3BZ
The Board of Directors
on behalf of Essar Energy plc
8th Floor
20 Berkeley Square
London
W1J 6EQ
J.P. Morgan Securities Ltd.
125 London Wall
EC24 5AJ
30 April 2010
Dear Sirs
Essar Energy plc (the ‘‘Company’’ and, together with its subsidiaries, the ‘‘Group’’)
We report on the financial information set out Part 11 of the prospectus dated 30 April 2010 of Essar
Energy plc (the ‘‘Prospectus’’). This financial information has been prepared for inclusion in the
Prospectus on the basis of the accounting policies set out in Note 2 to the financial information. This
report is required by Annex I item 20.1 of Commission Regulation (EC) No 809/2004 (the ‘‘Prospectus
Directive Regulation’’) and is given for the purpose of complying with that requirement and for no other
purpose.
Responsibilities
The Directors of the Company are responsible for preparing the financial information on the basis of
preparation set out in Note 1 to the financial information.
It is our responsibility to form an opinion as to whether the financial information gives a true and fair view,
for the purposes of the Prospectus, and to report our opinion to you.
Save for any responsibility arising under Prospectus Rule 5.5.3R(2)(f) to any person as and to the extent
there provided, to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of, arising
out of, or in accordance with this report or our statement, required by and given solely for the purposes of
complying with Annex I item 23.1 of the Prospectus Directive Regulation, consenting to its inclusion in the
Prospectus.
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing
Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the
amounts and disclosures in the financial information. It also included an assessment of significant
estimates and judgments made by those responsible for the preparation of the financial information and
whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial information is free from material misstatement whether caused by fraud or other irregularity or
error.
207
Our work has not been carried out in accordance with auditing or other standards and practices generally
accepted in jurisdictions outside the United Kingdom, including the United States of America, and
accordingly should not be relied upon as if it had been carried out in accordance with those standards and
practices.
Opinion
In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair view of
the state of affairs of the Group (excluding the Company) as at the dates stated and of its results, cash
flows and comprehensive income and changes in equity for the periods then ended in accordance with the
basis of preparation set out in Note 1.
Declaration
For the purposes of Prospectus Rule 5.5.3R(2)(f), we are responsible for this report as part of the
Prospectus and declare that we have taken all reasonable care to ensure that the information contained in
this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to
affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 and
Annex III item 1.2 of the Prospectus Directive Regulation.
Yours faithfully
26APR201017151818
Deloitte LLP
Chartered Accountants
Deloitte LLP is a limited liability partnership registered in England and Wales with registered number
OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP
is the United Kingdom member firm of Deloitte Touche Tohmatsu (‘DTT’), a Swiss Verein, whose member firms
are legally separate and independent entities. Please see www.deloitte.co.uk/about for a detailed description of
the legal structure of DTT and its member firms.
208
209
As at
As at 31 March 31 December
Note 2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Non-current assets
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b 136.4 148.3 117.1 127.5
Other intangible assets . . . . . . . . . . . . . . . . . . 10a 2.1 59.9 50.0 56.6
Property, plant and equipment . . . . . . . . . . . . 9 3,877.7 5,067.1 4,441.3 5,453.9
Investments in joint controlled entities . . . . . . . 23 0.7 1.2 0.8 29.0
Trade and other receivables . . . . . . . . . . . . . . 12b 29.9 50.7 31.9 194.4
Other financial assets . . . . . . . . . . . . . . . . . . . 13b 15.7 17.4 9.8 18.5
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . 8 — — 0.3 0.4
Total non-current assets . . . . . . . . . . . . . . . . . 4,062.5 5,344.6 4,651.2 5,880.3
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 799.6 1,240.9 457.5 864.2
Trade and other receivables . . . . . . . . . . . . . . 12a 291.6 607.4 586.2 859.1
Available for sale investments . . . . . . . . . . . . . 11 — — 41.3 41.3
Other financial assets . . . . . . . . . . . . . . . . . . . 13a 136.6 329.6 241.2 292.6
Derivative financial assets . . . . . . . . . . . . . . . . 18a 6.7 3.7 20.3 6.9
Cash and cash equivalents . . . . . . . . . . . . . . . 15 40.3 100.5 62.6 71.4
Total current assets . . . . . . . . . . . . . . . . . . . . 1,274.8 2,282.1 1,409.1 2,135.5
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 5,337.3 7,626.7 6,060.3 8,015.8
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . 17a 1,011.6 2,090.7 1,585.1 2,512.1
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . 24 6.1 10.2 9.1 10.4
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 16 385.4 745.7 581.5 918.9
Derivative financial liabilities . . . . . . . . . . . . . 18b 13.8 38.1 9.3 12.3
Total current liabilities . . . . . . . . . . . . . . . . . . 1,416.9 2,884.7 2,185.0 3,453.7
Non-current liabilities
Trade and other payables . . . . . . . . . . . . . . . . 17b 14.4 18.1 72.6 130.7
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . 24 31.3 40.9 26.7 22.7
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2,172.2 2,352.0 1,866.1 2,190.1
Deferred tax liabilities . . . . . . . . . . . . . . . . . . 8 260.5 267.6 139.9 179.8
Total non-current liabilities . . . . . . . . . . . . . . 2,478.4 2,678.6 2,105.3 2,523.3
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . 3,895.3 5,563.3 4,290.3 5,977.0
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,442.0 2,063.4 1,770.0 2,038.8
Equity
Invested capital . . . ...... . . . . . . . . . . . . . . 19 1,147.6 1,953.8 2,227.7 2,301.7
Currency translation reserve . . . . . . . . . . . . . . 50.6 142.6 (212.9) (89.5)
Fair value reserve . . ...... . . . . . . . . . . . . . . — — 15.3 13.7
Retained deficit . . . ...... . . . . . . . . . . . . . . (116.5) (425.9) (549.7) (543.4)
Equity interest . . . . . . . . . . . . . . . . . . . . . . . . 1,081.7 1,670.5 1,480.4 1,682.5
Minority interest . . . . . . . . . . . . . . . . . . . . . . 360.3 392.9 289.6 356.3
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . 1,442.0 2,063.4 1,770.0 2,038.8
210
211
212
213
and assets and liabilities of the Power and Energy Groups, acquired by the Company under the pre-IPO
Reorganisation.
Unaudited comparative financial information for nine months ended 31 December 2008 has also been
included. The comparative balance sheet is represented by the balance sheet as at 31 March 2008. Internal
transactions within the Group have been eliminated on combination.
The combined historical financial information has been prepared in accordance with the requirements of
the Prospectus Directive regulation and the UK Listing Rules and in accordance with this basis of
preparation. The basis of preparation describes how the financial information has been prepared in
accordance with International Financial Reporting Standards as adopted by the European Union
(‘‘IFRS’’) that are effective for financial years beginning on or after 1 April 2009, except as described
below.
IFRS does not provide for the preparation of combined historical financial information, and accordingly in
preparing the combined historical financial information certain accounting conventions commonly used for
the preparation of historical financial information for inclusion in investment circulars as described in the
Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on
historical financial information) issued by the UK Auditing Practices Board have been applied. The
application of these conventions results in the following material departure from IFRS:
The historical financial information is prepared on a combined basis and therefore does not comply
with the requirements of IAS 27 Consolidated and Separate Financial Statements, however the
combined historical financial information has been prepared by applying the principles underlying the
consolidation procedures of IAS 27.
In all other respects IFRS as adopted by the European Union have been applied. This basis of preparation
has resulted in the following:
When the Essar Group has control of entities which have later been transferred in to the Energy or Power
Group, the Group has consolidated such entities from the date the Essar Group obtained control with the
portion of the entity not owned by the EGL Group reflected as minority interest. Further acquisitions of
minority interests in those entities have been reflected as a change in reserves.
The results and net assets of an associate interest held by the Power Group, a steel business, did not form
part of the Group transferred to the Company as part of the Pre-IPO Reorganisation and therefore has not
been reflected in the combined historical financial information. Accordingly, the requirements of IAS 28
Investments in Associates to equity account for the interest in the aforementioned steel associate has not
been complied with in this respect.
Further, this interest in the steel business was exchanged for a smaller interest in the Teletech Investments
India Limited during the period of the combined historical financial information. This did not form part of
the Group to be listed, and so is excluded from the combined historical financial information.
Oil and gas interests in an exploration block, Myanmar, which have been distributed within the Essar
Group have similarly been excluded from the combined historical financial information.
The combined historical financial information has been prepared based on the following:
• The assets, liabilities and the profit or loss of the entities comprising the Group have been aggregated.
All transactions and balances between entities included within the combined historical financial
information have been eliminated. Transactions and balances with entities in the Essar Group that are
not within the combined Group are classified as related party transactions.
• The share capital, share application monies and share premium of the Energy and Power Groups have
been combined and reflected as invested capital. All other items within equity have been aggregated
in a manner consistent with the assets and liabilities.
• The minority interest in the Power and Energy Group reduced throughout the periods presented as a
result of a number of further direct and indirect acquisitions by the Group.
214
• The Essar Group acquired certain other entities through the Energy and Power Groups during the
periods presented in the combined historical financial information. These are detailed in Note 22 and
have been recorded in accordance with the business combination policy described below.
In addition, due to the fact that these entities were part of the larger Essar Group and therefore benefited
from its structure and central operations, there are certain items within this financial information that may
not be indicative of the Group’s future performance and does not necessarily reflect what the Group’s
financial position and results of operations would have been had it operated as a separate, stand-alone
entity during the periods presented. These include, but are not limited to, the following:
• Administrative cost include payments to the Essar Group for administrative services comprising
administration, management and other services based on the historical intercompany charges. These
costs were affected by the arrangements that existed in the Essar Group and are not necessarily
representative of the position that would have been reported had the Group been an independent
Group or that may prevail in the future. Further details of shared services between the Group and
Essar Group companies are included in Note 25.
• Interest income and expenses recorded in the combined income statement have been determined in
accordance with the historical financing arrangements within the Essar Group. They are not
necessarily representative of the interest income and expenses that would have been reported had the
Group been an independent Group. They are not necessarily representative of the interest income
and expenses that may arise in the future.
• Essar Group undertakes capital projects for the Group. The amounts recorded reflect the
arrangements in place at the time and are not necessarily reflective of alternate arrangements the
Group could have entered into had the Group been an independent Group. They are not necessarily
representative of the capital expenditure that may be incurred in the future.
• The Essar Group purchases power from the Group’s power station. The amounts recorded are
reflective of the arrangements in place at the time and are not reflective of alternative arrangements
the Group may have entered into had it been an independent Group.
• No information is presented for proposed directors of the Company or for individuals who served as
directors of companies within the Group but who are not to be directors of the Group following the
transaction.
1.4 Standards, interpretations and amendments to published standards that are not yet effective
The Group has applied all accounting standards and interpretations issued by the IASB and IFRIC except
for the following standards and interpretations which were in issue but not yet effective:
• IFRS 1—Amendment—Limited Exemption from Comparative IFRS 7 Disclosures for First-time
Adopters 1 July 2010
• IFRS 2—Amendment—Group Cash-settled Share-based Payment Transactions 1 January 2010
• IFRS 9—Financial instruments 1 January 2013
• IAS 24—Related Party Disclosure (Revised) 1 January 2011
• IAS 27—Consolidated and Separate Financial Statements (Revised) 1 July 2009
• IAS 39—Amendment—Eligible Hedged Items 1 July 2009
215
216
2.1.2 Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest
in the fair value of the identifiable assets and liabilities of a subsidiary, associate or joint controlled entity
at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is reviewed for
impairment at least annually. Any impairment is recognised immediately in profit or loss and is not
subsequently reversed. Internally generated goodwill is not recognised.
For the purpose of impairment testing goodwill is allocated to each of the Group’s cash generating units
expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more frequently when there is an indication that the
unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of
each asset in the unit.
On disposal of a subsidiary, associate or joint controlled entity, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
217
currency at exchange rates at the balance sheet date and exchange differences are recognised in profit or
loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value was determined.
The combined historical financial information is presented in US dollars. For the purposes of combination,
the income statement items of those entities for which the US dollar is not the functional currency are
translated into US dollars at the average rates of exchange during the year. The related balance sheets are
translated at the rates at the balance sheet date. Exchange differences arising on translation are reported
in the combined statement of changes in equity.
The rates used to translate the combined historical financial information were as follows:
31 March 31 December
2007 2008 2009 2008 2009
INR/US$ INR/US$ INR/US$ INR/US$ INR/US$
Average Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.90* 40.24 45.91 44.68 47.92
Closing Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.59 39.97 50.95 48.50 46.68
218
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in profit or loss in the year the asset is derecognised.
The asset’s residual values, useful lives and methods of depreciation are reviewed, and adjusted if
appropriate, at each financial year end.
Depreciation of property, plant and equipment other than freehold land and properties under construction
is calculated to write off the cost of the asset to its residual value using the straight line method or the
written down value method or on a unit of production basis as appropriate, over its expected useful life.
Depreciation begins when the assets become operational.
Depreciation is calculated over the estimates useful lives of assets and on the basis of depreciation
methods are as follows:
Expected
useful life
Asset Depreciation Method (years)
219
available for a short term out of money borrowed specifically to finance a project and/or a qualified asset,
the income generated from such short term investments is deducted from capitalised borrowing costs.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
2.1.10 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the
arrangement at inception date of whether the fulfilment of the arrangement is dependent on the use of a
specific asset or assets or the arrangement conveys a right to use the asset.
Assets held under finance leases are initially recognised as assets of the Group at the inception of the lease
at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.
Lease payments are apportioned between the finance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised
in the income statement, unless they are directly attributable to qualifying assets, in which case they are
capitalised in accordance with the Group’s policy on borrowing costs (see above).
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the
lease term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease
term.
Payments made under operating leases, where the lessors effectively retain substantially all the risk and
benefits of ownership of the lease property, plant and equipment are recognised in the income statement
on a straight line basis over the lease term. Lease incentives received are recognised as an integral part of
the total lease expense over the term of the lease. Property, plant and equipment used by the Group under
operating leases are not recognised in the Group’s balance sheet.
220
(ii) the financial asset forms part of a Group of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Group’s
documented risk management or investment strategy, and information about the Grouping is
provided internally on that basis; or
(iii) it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the
entire combined contract (asset or liability) to be designated as at FVTPL.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement
recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or
interest earned on the financial asset and is included in the ‘other gains and losses’ line item in the income
statement. Fair value is determined in the manner described in Note 21.
221
a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest
rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount
of the loss is recognised in the income statement.
For AFS financial investments, the Group assesses at each reporting date whether there is objective
evidence that an investment or a Group of investments is impaired.
In the case of equity investments classified as AFS, objective evidence for impairment would include a
significant or prolonged decline in the fair value of the investment below its cost. Where there is evidence
of impairment, the cumulative loss (measured as the difference between the acquisition cost and the
current fair value, less any impairment loss on that investment previously recognised in the income
statement) is removed from other comprehensive income and recognised in the income statement.
Impairment losses on equity investments are not reversed through the income statement; increases in their
fair value after impairment are recognised directly in other comprehensive income.
222
2.1.14 Inventories
Inventories (other than crude oil extracted by the exploration and production segment) are valued at lower
of cost and net realisable value. Crude oil extracted and in saleable condition is valued at net realisable
value.
Cost is determined on the following bases:
(a) Raw materials and consumables are determined at weighted average cost except crude oil for the
refinery which is measured at first-in first-out basis.
(b) Finished products and work in progress are determined at direct material cost, labour cost and a
proportion of manufacturing overheads based on normal or allocated capacity.
(c) Inventories held for trading purposes are determined at weighted average cost.
Net realisable value is determined by reference to estimated prices existing at the balance sheet date for
inventories less all estimated costs of completion and costs necessary to make the sale.
Expected
useful life
Intangible asset (years)
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5
Power sales contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
223
Investment in joint controlled entities are accounted for using the equity method of accounting, except
when the investment is classified as held for sale, which is recognised at fair value less costs to sell. In
accordance with the equity method, investments in joint controlled entities are measured at cost plus post
acquisition changes in the Group’s share of net assets of joint controlled entities, less any impairment in
the value of individual investments.
Goodwill arising from the excess of the cost of acquisition over the Group’s interest in the net fair value of
the identifiable assets, liabilities and contingent liabilities recognised of the joint controlled entities is
included in the carrying amount of the investment and is assessed for impairment as part of that
investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and
contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or
loss.
The income statement reflects share of results of operations of the joint controlled entities. Where there
has been a change recognised directly in equity of the joint controlled entities, the Group recognises its
share of any changes, when applicable, in the statement of changes in equity. Profits and losses resulting
from transactions between the Group and the joint controlled entities are eliminated to the extent of the
Group’s interest in the relevant joint controlled entities.
224
assessed and any resulting impairment loss is recognised. Expenditure on the construction, installation or
completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells are
capitalised as assets under construction.
On completion of a development, all capitalised exploration and evaluation expenditure together with the
subsequent development expenditure transferred to producing properties are depreciated using unit of
production method. This is carried out with reference to quantities, with depletion computed on the basis
of the ratio that oil and gas production bears to balance proved and probable reserves at commencement
of the year.
2.1.19 Tax
Tax expense represents the sum of current tax and deferred tax.
Current tax is provided on taxable income at amounts expected to be paid or recovered, using the tax rates
and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided, using the balance sheet method, on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax is recognised for all taxable temporary differences, except:
(i) where the deferred tax arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting nor taxable profit or loss; and
(ii) in respect of taxable temporary differences associated with investments in subsidiaries and interests in
joint controlled entities, where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, unused tax credits carried
forward and unused tax losses, to the extent that it is probable that sufficient taxable profit will be available
to allow all or part of the assets to be recovered. The carrying amount of deferred tax assets is reviewed at
each balance sheet date and is adjusted to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset will be realised or the liability will be settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the balance sheet date. Unrecognised deferred income tax assets are
reassessed at each balance sheet date and are recognised to the extent that it has become probable that
future taxable profit will allow the deferred tax asset to be recovered.
Current and deferred tax are recognised as an expense or income in the income statement, except when
they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in
equity, or where they arise from the initial accounting for a business combination. In the case of a business
combination, the tax effect is taken into account in calculating goodwill or in determining the excess of the
acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities over the cost of the business combination.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists
to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the
same taxable entity and the same tax authority.
225
In the course of applying the policies outlined in all notes under section 2.1 above, management have made
estimations and assumptions that impact the amounts recognised in the combined historical financial
information and related disclosures. Several of these estimates and judgments are related to matters that
are inherently uncertain as they pertain to future events. These estimates and judgments are evaluated at
each reporting date and are based on historical experience, internal controls, advice from external experts
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. The resulting accounting estimates may vary from the actual results. The Group believes
that the assumptions, judgments and estimations that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial period are the
following areas:
226
plant’s location was determined before the incentive became available and as this incentive was set up,
amongst other things, to improve the economic wellbeing of the state of Gujarat. Accordingly, the Group
has recognised the benefit in the period of the eligible domestic sales made from the state of Gujarat,
being the primary condition associated with the benefit. An alternative view would be that the sales tax
benefit is intended to compensate recipients for the costs of setting up and/or conducting their business in
the state of Gujarat, in which case the benefit could be recognised over the period necessary to match such
costs. For example, a differing judgement may be to (a) recognise the benefit during the period in which
the Company incurs operating expenses whilst it enjoys the benefit (for example, 13 years being the
remaining period for which the sales tax payment can be deferred) or (b) recognise the benefit over the
expected life of the capital asset constructed, namely the Vadinar refinery (the depreciation period for
which is 40 years) both of which would result in materially different results in the periods presented with
significantly lower revenue and profit.
Further, the Group’s eligibility to participate in the Scheme is being challenged by the State Government
of Gujarat (see Note 24).
2.2.5 Tax
The Group is subject to tax, principally within India. The amount of tax payable in respect of any period is
dependent upon the interpretation of the relevant tax rules. Whilst an assessment must be made of the
deferred tax position of each entity within the Group, these matters are inherently uncertain until the
position of each entity is agreed with the relevant tax authorities.
227
evaluation expenditures would be expensed in that period resulting in a charge to income. For further
details, refer note 9.
228
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OPERATING SEGMENTS
0D/
IFRS 8 requires operating segments to be identified on the basis of internal report about components of the Group that are regularly received by the board to
allocate resources to the segments and to assess their performance. The Group comprises three classes of business; refining and marketing, exploration and
0D VJ RSeq: 1 Clr: 0
production and power. The following tables present revenue, profit and certain asset and liability information regarding the Group’s operating segments for the
years ended 31 March 2007, 2008, 2009 and for the nine months ended 31 December 2008 and 2009:
For the year ended 31 March
2007 2008 2009
Refining Exploration Refining Exploration Refining Exploration
File: DP70801A.;34
US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million
Revenue from external customers 95.9 — 106.8 — 202.7 138.8 1.0 232.5 — 372.3 8,192.3 0.3 260.5 — 8,453.1
Inter-segment revenue . . . . . . . — — — — — — — — — — 0.4 — 25.2 (25.6) —
Total segment revenue . . . . . . . 95.9 — 106.8 — 202.7 138.8 1.0 232.5 — 372.3 8,192.7 0.3 285.7 (25.6) 8,453.1
Gross profit/(loss) . . . . . . . . . 0.7 — 39.3 — 40.0 (8.3) 0.4 82.8 — 74.9 576.2 (1.6) 107.1 — 681.7
Depreciation and amortisation . . (0.5) — (12.7) — (13.2) (0.3) (0.3) (29.9) — (30.5) (75.8) (0.1) (32.8) — (108.7)
Loss on commodity derivative
instruments . . . . . . . . . . . . (10.9) — — — (10.9) (199.8) — — — (199.8) (61.2) — — — (61.2)
Finance income . . . . . . . . . . . 0.7 — 1.0 — 1.7 2.0 — 1.1 — 3.1 26.3 0.1 1.5 — 27.9
Finance cost . . . . . . . . . . . . (30.8) — (21.6) — (52.4) (1.8) — (46.2) — (48.0) (238.2) (0.2) (49.2) — (287.6)
Part 11
Segment (loss)/profit before tax . (39.8) (0.3) 13.6 — (26.5) (142.5) (1.9) 26.0 — (118.4) (289.6) (7.8) 52.7 — (244.7)
Tax . . . . . . . . . . . . . . . . . . 4.1 — (3.2) — 0.9 44.4 — (10.9) — 33.5 87.0 (0.4) (8.9) — 77.7
(Loss)/profit after tax . . . . . . . (35.7) (0.3) 10.4 — (25.6) (98.1) (1.9) 15.1 — (84.9) (202.6) (8.2) 43.8 — (167.0)
Financial Information
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Part 11
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Financial Information
For the nine months ended 31 December
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
2008
(unaudited) 2009
0D/
Refining Exploration Refining Exploration
and and and and
marketing production Power Eliminations Total marketing production Power Eliminations Total
0D VJ RSeq: 2 Clr: 0
US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million
Revenue from external customers . . . . 6,891.3 0.3 192.3 — 7,083.9 5,457.7 — 196.9 — 5,654.6
Inter-segment revenue . . . . . . . . . . . 0.2 — 19.1 (19.3) — — — 20.7 (20.7) —
Total segment revenue . . . . . . . . . . . 6,891.5 0.3 211.4 (19.3) 7,083.9 5,457.7 — 217.6 (20.7) 5,654.6
Gross profit . . . . . . . . . . . . . . . . . 348.4 (0.5) 78.0 — 425.9 227.2 (0.1) 95.3 — 322.4
File: DP70801A.;34
Depreciation and amortisation . . . . . . (58.7) (0.3) (25.6) — (84.6) (61.1) (0.1) (28.7) — (89.9)
Loss on commodity derivative
230
Two customers in the Power segment, contributing revenues of $72.3 million and $34.5 million respectively, accounted for approximately 52.7% of the Group’s
net sales (2008: Two customers in the Power segment contributing revenues of $152.8 million and $79.7 million respectively, accounted for approximately 62.4%
of the Group’s net sales) (2009: Three customers in the Refining and marketing segment contributing revenues of $2,315.9 million, $1,656.0 million and
$1,490.1 million respectively accounted for approximately 64.6% of the Group’s net sales) (December 2008: Three customers in the Refining and marketing
segment contributing revenues of $1,950.4 million, $1,344.4 million and $1,217.1 million respectively accounted for approximately 63.7% of the Group’s net
sales). (December 2009: Three customers in the Refining and marketing segment contributing revenues of $1,455.4 million, $840.5 million and $899.8 million
respectively accounted for approximately 56.5% of the Group’s net sales).
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0D/
Segment assets and liabilities
0D VJ RSeq: 3 Clr: 0
Refining Exploration Refining Exploration
and and and and
marketing production Power Eliminations Total marketing production Power Eliminations Total
US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million
Segment assets . . . . . . . . . . . . . . . . 4,371.5 59.1 960.2 (53.5) 5,337.3 6,170.9 129.5 1,384.1 (57.8) 7,626.7
Borrowings . . . . . . . . . . . . . . . . . . 2,024.1 4.3 529.2 — 2,557.6 2,597.3 4.6 495.8 — 3,097.7
File: DP70801A.;34
Other liabilities . . . . . . . . . . . . . . . 1,106.1 35.4 226.1 (29.9) 1,337.7 2,149.7 43.8 303.7 (31.6) 2,465.6
231
Segment liabilities . . . . . . . . . . . . . 3,130.2 39.7 755.3 (29.9) 3,895.3 4,747.0 48.4 799.5 (31.6) 5,563.3
Part 11
Other liabilities . . . . . . . . . . . . . . . 1,495.9 46.2 334.7 (33.3) 1,842.7 2,382.5 112.1 494.6 (121.2) 2,868.0
Segment liabilities . . . . . . . . . . . . . 3,496.0 52.1 775.5 (33.3) 4,290.3 4,712.8 117.6 1,267.8 (121.2) 5,977.0
Financial Information
MERRILL CORPORATION JDICKSO//30-APR-10 12:38 DISK116:[10ZAU1.10ZAU70801]DQ70801A.;26
mrll_0909.fmt Free: 210D*/540D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 60190
4. REVENUE
The sales tax benefit above relates to the benefit recognised on eligible domestic sales from the State of
Gujarat. Under the Sales Tax Incentive Scheme, sales tax collected with sales from Gujarat is deferred for
payment to the Sales Tax Authority in the State of Gujarat by up to 13 years. This deferral gives rise to time
value benefit as the difference between the cash received and the net present value of the liability to the
State. The benefit is earned as the eligible domestic sales are made from the State of Gujarat as the benefit
does not compensate the Group for any particular costs or expenses, and the Group expects all other
conditions related to the benefit to be met in full. The benefit is included within revenue as it is derived
directly from sales made to customers.
232
Staff cost
Borrowing costs included in the cost of assets during the historical financial period arose on the specific
borrowings taken on to finance those assets based on the interest rate of those borrowings.
233
As sales tax is collected from customers, a corresponding liability to the State of Gujarat is recognised at its
net present value. Accordingly, the discount on the liability unwinds over time resulting in the finance costs
as shown above. In a related transaction, the Group has deposited amounts based on the net present value
of its future sales tax payments with a related party. The interest accruing on these deposits is included in
finance income above.
7. OTHER GAINS/(LOSSES)
8. TAX
A reconciliation of the income tax expense applicable to the (loss)/profit before income tax at statutory
India rate to the income tax expense at the Group’s effective income tax rate for the years ended 31 March
2007, 2008, 2009 and the nine months ended December 2008 and 2009 is as follows:
The applicable tax rate is the standard effective corporate income tax rate in India. The Indian tax rate
increased from 33.66% to 33.99% with effect from 1 April 2008. Indian companies are subject to corporate
234
income tax or Minimum Alternative Tax (MAT). If MAT is greater than corporate income tax then MAT is
levied. MAT is charged on book profits at a rate of 11.22%, but is available as a credit against corporate
income tax in the following seven years (2008 and 2009: 11.33% and 7 years) (December 2008: 11.33% and
7 years) (December 2009: 16.995% and 10 years).
The Finance Bill 2010 includes proposals to reduce the effective corporate income tax rate to 33.22% and
to increase the rate of MAT to 19.93% from 1 April 2010.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Deferred tax asset
Property, plant and equipment . . . . . . . . . . . . . . . . . — — 0.3 0.3
Unabsorbed depreciation . . . . . . . . . . . . . . . . . . . . . 13.3 17.3 37.6 18.0
Accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 85.1 170.4
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.0 21.7 20.1 18.6
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.3 20.0 15.7 17.0
Other temporary differences . . . . . . . . . . . . . . . . . . . 5.3 2.4 7.1 17.0
Total deferred tax asset . . . . . . . . . . . . . . . . . . . . . . 52.9 61.4 165.9 241.3
Deferred tax liabilities
Property, plant and equipment . . . . . . . . . . . . . . . . . 310.2 308.9 282.0 398.2
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . — 17.5 14.3 16.4
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 2.6 1.3 0.4
Other temporary differences . . . . . . . . . . . . . . . . . . . — — 7.9 5.7
Total deferred tax liability . . . . . . . . . . . . . . . . . . . . 313.4 329.0 305.5 420.7
Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . 260.5 267.6 139.6 179.4
The net deferred tax liability is recorded in the financial information based on the tax position of each
Group company as follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balance . . . . . . . . . . . . . . . . . . . . . . . . . . . — 260.5 267.6 139.9
Addition due to acquisition (Note 22) . . . . . . . . . . . . 243.8 16.9 — —
(Credited)/ charged to income statement . . . . . . . . . . (1.1) (33.6) (79.7) 25.0
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . 17.8 23.8 (48.0) 14.9
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260.5 267.6 139.9 179.8
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balance . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 0.3
Credited to income statement . . . . . . . . . . . . . . . . . . — — 0.4 —
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . — — (0.1) 0.1
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.3 0.4
235
The Group has unrecognised deferred tax assets related to unutilised tax losses. These temporary
differences will expire in accordance with prevailing tax laws as follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Expiry Date
31 March 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 5.1 5.7 6.2
31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9 9.7 8.3 9.1
31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7 4.0 3.4 3.7
31 March 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.3 1.8 2.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 21.1 19.2 21.0
The Group also has unrecognised deferred tax assets of US$7.1 million as at 31 December 2009 in respect
of credits for MAT which have not been recognised.
No benefit has been recognised for the above losses and credits on the grounds that it is not probable that
suitable taxable profits will arise before the tax losses and credits expire.
The deferred tax liabilities for taxes that would be payable on the unremitted earnings of certain of the
Group’s subsidiaries or joint controlled entities have not been recognised as:
(i) the Group has determined that undistributed profit of its subsidiaries will not be distributed in the
foreseeable future, but rather tax-free returns of capital may be made if necessary; and
(ii) the Group’s joint controlled entities cannot distribute their profits without consent of all joint
controlled entities partners. The Group does not foresee giving such consent at the balance sheet
date.
The temporary differences associated with investment in subsidiaries and joint controlled entities, for
which deferred tax liabilities have not been recognised, as explained above, aggregate to US$15.0 million
(2008: US$23.7 million) (2009: US$19.9 million) (December 2009: US$25.2 million).
236
237
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Petroleum refinery . . . . . . . . . . . . . . . . . . . . . . . . . . 2,956.9 3,779.1 — —
Power plants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246.0 325.6 460.9 838.4
Expansion of petroleum refinery . . . . . . . . . . . . . . . . — 42.8 449.1 613.2
3,202.9 4,147.5 910.0 1,451.6
The carrying value of assets held under finance leases included above is set out below:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16.1 7.5 5.7
Plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . 32.1 29.2 18.0 18.1
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.1 0.2 0.2
Total assets under finance lease . . . . . . . . . . . . . . . . 32.1 45.4 25.7 24.0
238
Power sales
contract Software Total
US$ million US$ million US$ million
Cost
At 1 April 2006 . . . . . . . .................. . . . . . . . . . . . . . — — —
Addition due to business combination (Note 22) . . . . . . . . . . . . . . — 1.1 1.1
Additions . . . . . . . . . . . .................. . . . . . . . . . . . . . — 1.2 1.2
Exchange difference . . . .................. . . . . . . . . . . . . . — 0.1 0.1
At 31 March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.4 2.4
Addition due to business combination (Note 22) . . . . . . . . . . . . . . 53.4 — 53.4
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.9 2.9
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3 — 2.3
At 31 March 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.7 5.3 61.0
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3.1 3.1
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10.1) (2.1) (12.2)
At 31 March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.6 6.3 51.9
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 0.3
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0 1.1 9.1
At 31 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.6 7.7 61.3
Accumulated amortisation
At 1 April 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 0.3
At 31 March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.3 0.3
Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.8 0.8
At 31 March 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.1 1.1
Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.2 1.2
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.4) (0.4)
At 31 March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.9 1.9
Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6 1.1 2.7
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.1 0.1
At 31 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6 3.1 4.7
Net book value
At 31 March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2.1 2.1
At 31 March 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55.7 4.2 59.9
At 31 March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.6 4.4 50.0
At 31 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.0 4.6 56.6
The power sales contract relates to the Algoma power plant (Note 22a(iii)) and is amortised from the
commencement of generation for a period of 20 years. Software is amortised over 3-5 years.
239
10b. GOODWILL
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balance . . . . . . . . . . . . . . . . . . . . . . . . . . . — 136.4 148.3 117.1
Goodwill arising on business acquisition (Note 22) . . . 131.1 — — —
Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . 5.3 11.9 (31.2) 10.4
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136.4 148.3 117.1 127.5
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Petroleum Refinery . . . . . . . . . . . . . . . . . . . . . . . . . 103.7 113.1 88.4 96.6
Bhander power plant, Hazira . . . . . . . . . . . . . . . . . . 4.8 5.5 4.3 4.7
Essar power plant, Hazira . . . . . . . . . . . . . . . . . . . . 27.9 29.7 24.4 26.2
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136.4 148.3 117.1 127.5
In assessing whether goodwill has been impaired, the carrying amount of the cash-generating unit
(including goodwill) is compared with the recoverable amount of the cash-generating unit. The recoverable
amount is the higher of fair value less costs to sell and value in use. In the absence of any information
about the fair value of a cash-generating unit, the recoverable amount is deemed to be the value in use.
The Group calculates the recoverable amount as the value in use using a discounted cash flow model. The
future cash flows are adjusted for risks specific to the cash-generating unit and are discounted using a
pre-tax discount rate. The discount rate is derived from the Group’s pre-tax weighted average cost of
capital and is adjusted where applicable to take into account any specific risks relating to the country where
the cash-generating unit is located.
Petroleum Refinery
The three-year business plans are used together with long term market expectations to estimate gross
refining margins and other cash flows for 17 years, which are approved on an annual basis by management,
and are the primary source of information for the determination of value in use based on a discount factor
of 11.11% p.a. (2008: 13.76% p.a.) (2009: 10.01%) (December 2009: 10.77% p.a.). The three-year business
plans contain forecasts for refinery throughputs, sales volumes for various types of refined products
(e.g. gasoline and lubricants), revenues, costs and capital expenditure. As an initial step in the preparation
of these plans, various economic assumptions, such as oil prices, refining margins, refined product margins
and cost inflation rates, are set by senior management. The estimated recoverable amount for the refinery
unit exceeds its carrying amount in all periods.
Gross Refining Margin (GRM) is the difference between revenue from refined petroleum products and
related cost of crude oil used for their production. GRM is worked out based on market information and
past experience of management. Prices of the petroleum products and crude are exposed to movement in
crude prices on the Nymex, International Petroleum Exchange and Dubai Mercantile Exchange. If GRM
falls by 11% (2008: 16%) (2009: 5%) compared to what is considered for impairment testing, Refinery
Project’s recoverable amount would be equal to its carrying amount.
The discount rate is estimated based on the weighted average cost of the capital of Essar Oil Limited
(EOL). If discount rate increased by 12% (2008: 20%) (2009: 35%) above what is considered for
impairment testing, Refinery Project’s recoverable amount would be equal to its carrying amount.
Power Plants
The company uses the long term power sale agreements for estimating the cash flows, which are approved
based on signed contracts in place and are the primary source of information for the determination of
value in use based on a discount factor of 11.02% p.a. These contain forecasts for plant load factor,
240
generation in Megawatts (MW), fixed and variable revenue, operating costs and sustaining capital
expenditure. The estimated recoverable amount for the power plants exceeds its carrying amount in all
approvals.
Plant load factor is the generation capacity of the plant at a given point of time and is based on the demand
from the customer with a direct impact on variable revenue. If plant load factor falls by 10%, the
recoverable amount will decrease by US$31.0 million. Similarly if plant load factor increases by 10%, then
the coverable amount of power plans will increase by US$16.0 million.
Discount rates reflect the current market assessment of the risks specific to each cash generating unit. The
discount rate is estimated based on the weighted average cost of the capital of power entity. A 1% increase
in discount rate reduces the recoverable amount by US$23.5 million.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balance . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 41.3
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 17.9 27.8 3.3
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (17.9) — (4.9)
Movement in fair value . . . . . . . . . . . . . . . . . . . . . . — — 16.3 (1.6)
Exchange difference . . . . . . . . . . . . . . . . . . . . . . . . . — — (2.8) 3.2
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 41.3 41.3
Available for sale investments are unquoted. The above investments relate to a shareholding of 3.23% of
the shares in Essar Steel Limited, an unlisted company in which the Essar Group is the majority
shareholder. These shares were sold on 14 April 2010 by the Group to Essar Steel Holdings Limited, a
company in the Essar Group, for cash at their fair value at that date for US$31.5 million. This formed part
of a wider Group reorganisation, details of which are disclosed in Note 27.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Trade receivables . . . . . ...... . . . . . . . . . . . . . . . . 140.2 404.8 374.5 627.0
Receivable from related parties . . . . . . . . . . . . . . . . 60.5 133.5 51.3 80.9
Tax receivable . . . . . . . ...... . . . . . . . . . . . . . . . . 7.0 12.3 10.3 18.3
Sales tax receivable . . . ...... . . . . . . . . . . . . . . . . — — 46.5 50.8
Others receivables . . . . ...... . . . . . . . . . . . . . . . . 20.9 17.0 25.0 36.3
Prepayments . . . . . . . . ...... . . . . . . . . . . . . . . . . 2.6 4.5 56.7 31.6
Advances to suppliers . ...... . . . . . . . . . . . . . . . . 60.4 35.3 21.9 14.2
Total current trade and other receivables . . . . . . . . . 291.6 607.4 586.2 859.1
Sales tax receivable represents amount receivable by Essar Oil Limited (EOL) from the sales tax
authorities being sales tax collected and deposited for the period when EOL was entitled to the sales tax
deferral scheme. For further details, see Note 24.
The credit period given to customers ranges from zero to ninety days. The Group has discounted
receivables amounting to 2007: US$21.7 million (2008: US$97.4 million) (2009: nil) (December 2009:
US$107.2 million) with the lenders having recourse to the Group in the event of default by the debtor to
settle the bills discounted with the lender. These debtors have been included under trade receivables
disclosed above as they do not qualify for de-recognition.
241
Management consider that the carrying amount of trade and other receivables is approximately equal to
their fair value. Details of the ageing of receivables are set out in Note 20.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Receivable from related parties . . . . . . . . . . . . . . . . 9.5 7.1 9.3 124.5
Others . . . . . . . . . . . . ...... . . . . . . . . . . . . . . . . 17.4 19.0 21.5 38.6
Prepayments . . . . . . . . ...... . . . . . . . . . . . . . . . . — 20.6 — 30.0
Advances to suppliers . ...... . . . . . . . . . . . . . . . . 3.0 4.0 1.1 1.3
Total non-current trade and other receivables . . . . . . 29.9 50.7 31.9 194.4
Amounts receivable from related parties include $nil as at 31 March 2007 (2008: nil) (2009: nil)
(31 December 2009: US$121.6 million) which reflects sales tax collected and deposited with the relevant
related party. The relevant related party has committed that such amounts plus interest will be available to
meet the Group’s sales tax liability when it becomes due in up to 17 years.
Bank deposits include restricted cash of US$135.2 million as at 31 March 2007 (2008: US$216.7 million)
(2009: US$204.0 million) (31 December 200: US$235.0 million). Restricted cash represents margin
deposits with banks against various bank facilities such as guarantees, letters of credit for import of raw
material and capital goods. Other deposits are principally deposits to government controlled business
parties.
14. INVENTORIES
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Raw material and consumables . . . . . . . . . . . . . . . . . 518.0 854.4 280.6 562.8
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . 188.3 254.4 120.1 152.0
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . 93.3 132.1 56.8 149.4
Total inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 799.6 1,240.9 457.5 864.2
242
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Cash at banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.9 83.3 39.2 23.7
Liquid investments . . . . . . . . . . . . . . . . . . . . . . . . . . — — 3.7 21.4
Bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4 17.2 23.8 26.3
Total cash and cash equivalent . . . . . . . . . . . . . . . . . 40.3 100.5 66.7 71.4
Less: overdrawn bank balance . . . . . . . . . . . . . . . . . — — (4.1) —
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . 40.3 100.5 62.6 71.4
Bank deposits have a maturity period of less than 90 days. Liquid investments represent cash deposited in
mutual funds which are fully liquid and can be realised without notice and without significant risk of loss of
value.
16. BORROWINGS
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Non-convertible debentures . . . . . . . . . . . . . . . . . . . 254.5 159.8 105.8 104.2
Banks and Financial Institutions . . . . . . . . . . . . . . . . 2,052.7 2,447.9 1,981.8 2,349.5
Cumulative Redeemable Preference Shares . . . . . . . . — — 69.6 86.4
Working Capital Loans . . . . . . . . . . . . . . . . . . . . . . 125.3 317.7 260.8 367.6
Bills of exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7 97.4 — 107.2
Loans from related parties . . . . . . . . . . . . . . . . . . . . 110.7 82.1 34.1 97.8
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,564.9 3,104.9 2,452.1 3,112.7
Less : unamortised debt issue cost . . . . . . . . . . . . . . (7.3) (7.2) (4.5) (3.7)
Net borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,557.6 3,097.7 2,447.6 3,109.0
Current borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . 385.4 745.7 581.5 918.9
Non-current borrowing . . . . . . . . . . . . . . . . . . . . . . 2,172.2 2,352.0 1,866.1 2,190.1
In addition to the amounts shown above, the Group also has long term liabilities, particularly in respect of
deferred sales tax, set out in Note 17b.
243
rates ranging from 5% to 12.5% per annum are subject to variation on prepayment of any borrowings.
Other loans held by the Group include an amount due to American Express Bank Limited (Amex) of
US$73.0 million (2008: US$67.6 million) (2007: US$71.0 million) (31 December 2009: US$72.9 million)
which were due to be separately restructured in line with MRA terms agreed by Essar Oil Limited. These
loans were repaid subsequent to the year end. Further details of the settlement are outlined in Note 27.
During the reporting period the Group breached certain terms and covenants set out in the MRA. This
was principally due to initial losses made by the Oil Refinery as a result of delays in commencement of
commercial production, adverse economic conditions and unprecedented volatility in exchange rates and
crude prices. Essar Oil Limited has obtained a letter dated 23 March 2010 from ICICI Bank, the lead bank
of the CDR lenders, confirming the compliance with the covenants subject to conditions, which at the time
of this report, had been met by Essar Oil Limited under the MRA and other restructuring documents.
Borrowings from banks and financial institutions are secured pari passu with a first charge on property,
plant and equipment, followed by charges over current assets and pledges of certain equity shares in
subsidiaries held by the Group. Working capital loans are secured by a first charge on the current assets
and a second charge on property, plant and equipment as well as certain other securities and guarantees.
Interest rates on Indian Rupee borrowings range from 8.5% to 13.5% per annum (2008: 8.0% to 13.5%)
(2009: 8.0% to 14.5%) (December 2009: 8.0% to 14.5%) while the interest rate on borrowings in other
currencies ranges from 5.0 to 7.5% per annum (2008: 5.0% to 7.5%) (2007: 2.8% to 7.2%) (December
2009: 1.0% to 7.0%).
The Group has undrawn committed facilities of US$2,487.1 million as at 31 December 2009 with
maturities ranging from 1 to 2 years. Details of the maturity and interest profile of the Group’s borrowings
are included in Note 20.
Bills of exchange
Bills of exchange are accepted by banks towards payment of customer invoices and typically carry an
interest rate ranging from 6.0% to 12.0% per annum and are settled in a period ranging from 7 to 21 days.
244
Movements in borrowings
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balance . . . . . . . . . . . . . ............ . . — 2,557.6 3,097.7 2,447.6
Additions due to acquisition . . . . . ............ . . 1,888.0 — — —
Loans raised . . . . . . . . . . . . . . . . ............ . . 1,307.7 200.5 177.5 357.9
Loans repaid . . . . . . . . . . . . . . . . ............ . . (1,002.3) (212.1) (182.6) (143.5)
Movement in bills of exchange and other financing . . 168.5 210.3 (133.6) 218.1
Funded interest . . . . . . . . . . . . . . ............ . . 68.2 125.3 54.3 25.8
Exchange and other differences . . ............ . . 127.5 216.1 (565.7) 203.1
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,557.6 3,097.7 2,447.6 3,109.0
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Trade creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 888.6 1,875.3 1,332.6 2,223.1
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 0.6 6.2 8.9
Accrued employee cost . . . . . . . . . . . . . . . . . . . . . . 1.7 3.8 7.1 5.7
Due to related parties . . . . . . . . . . . . . . . . . . . . . . . 29.5 74.8 130.7 137.7
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3 1.6 5.5 2.0
Other current payables . . . . . . . . . . . . . . . . . . . . . . . 60.7 78.3 73.4 56.4
Advances from customers . . . . . . . . . . . . . . . . . . . . . 12.5 49.5 24.8 65.7
Financial guarantee obligations . . . . . . . . . . . . . . . . . 6.8 6.8 4.8 4.6
Tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 8.0
Total current trade and other payables . . . . . . . . . . . 1,011.6 2,090.7 1,585.1 2,512.1
Trade creditors include amounts payable within 180-365 days of as at 31 March 2007 US$47.4 million,
(2008: US$31.3 million), (2009: US$193.4 million) and (December 2009: US$518.6 million) which carry
interest ranging from 6.0% to 18.0%. Other trade creditors are not interest bearing and are normally
settled within 60 to 90 days.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Interest accrued but not due . . . . . . . . . . . . . . . . . . 4.2 4.4 — —
Acceptances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4.5 —
Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 3.6 1.3 0.4
Due to related party . . . . . . . . . . . . . . . . . . . . . . . . — — — 0.5
Deferred sales tax liability . . . . . . . . . . . . . . . . . . . . — — 60.5 122.1
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9 10.1 6.3 7.7
Total non-current trade and other payables . . . . . . . . 14.4 18.1 72.6 130.7
245
US$0.2 million), (31 December 2009: US$0.4 million) included above. Further disclosure is not provided as
the amounts included are immaterial.
18. DERIVATIVES
18a. Derivative financial assets (current)
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Commodity swaps . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 3.7 2.4 5.3
Commodity options . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 — 6.0 1.6
Currency forward contracts . . . . . . . . . . . . . . . . . . . — — 11.9 —
Total derivative financial assets (current) . . . . . . . . . 6.7 3.7 20.3 6.9
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Commodity swaps . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8 38.1 2.4 2.2
Commodity options . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 — 2.6 —
Currency forward contracts . . . . . . . . . . . . . . . . . . . 0.8 — 4.3 10.1
Total derivative financial liabilities (current) . . . . . . . 13.8 38.1 9.3 12.3
The fair values of derivative instruments are calculated using quoted prices. Where such prices are not
available, a discounted cash flow analysis is performed using the applicable yield curve for the duration of
the instruments for non-optional derivatives, and option pricing models for optional derivatives. Foreign
currency forward contracts are measured using quoted forward exchange rates and yield curves derived
from quoted interest rates matching maturities of the contracts. Commodity swaps are measured using a
forward curve based on quoted futures or forward prices and yield curves derived from quoted interest
rates matching maturities of the contracts. Commodity options are measured using the same data as the
commodity swaps, but also uses a volatility surface derived from quoted option volatilities Interest rate
swaps are measured at the present value of future cash flows estimated and discounted based on the
applicable yield curves derived from quoted interest rates. No derivatives are designated as hedges for the
purposes of financial reporting.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Opening balances . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,147.6 1,953.8 2,227.7
Acquisition of Essar Power Holdings Ltd . . . . . . . . . 72.0 — — —
Acquisition of Essar Energy Holdings Limited . . . . . . 433.5 — — —
Acquisition of Hazira Steel 2 . . . . . . . . . . . . . . . . . . 50.0 — — —
Capital contribution . . . . . . . . . . . . . . . . . . . . . . . . . 592.1 806.2 273.9 74.0
Closing balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,147.6 1,953.8 2,227.7 2,301.7
As described in Note 1, the share capital and share application money of the Energy and Power Groups
have been combined and reflected in invested capital. The Energy and Power Groups were acquired by the
Essar Group during 2006 and therefore their capital is initially brought into the combined historical
financial information as acquisitions.
Hazira Steel 2 was acquired by the Essar Group in September 2006 with the intention that it would form
part of the Group to be listed and has therefore been reflected in the combined historical financial
246
information from this date. However, it did not become a subsidiary of the Energy Group until September
2007 when it was transferred within the commonly controlled Essar Group to Essar Energy Holdings
Limited for consideration of US$50.0 million in the form of shares. Therefore, the net assets of Hazira
Steel 2 are brought into the combined historical financial information as invested capital in 2007.
Capital contribution represents further capital and share application money invested by EGL in Essar
Energy Holdings Limited and Essar Power Holdings Ltd.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Fixed rate borrowings . . . . . . . . . . . . . . . . . . . . . . . 2,292.4 2,666.6 2,049.6 2,693.8
Floating rate borrowings . . . . . . . . . . . . . . . . . . . . . 265.2 431.1 398.0 415.2
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, being a
0.5% increase or decrease in interest rate, with all other variables held constant, of the Group’s (loss)/
profit before tax due to the impact on floating rate borrowings.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Effect on profit before tax:
LIBOR—Decrease by 50 bps . . . . . . . . . . . . . . . . . . — — 1.6 1.0
PLR*—Decrease by 50 bps . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.5 0.7
The impact of a 50 bps increase in interest rates on profit before tax will be as disclosed above with the
exception of gains which would be converted to losses.
247
The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an
operating unit in currencies other than the unit’s functional currency. Foreign currency swaps, options and
forward contracts are used to mitigate the risk arising from fluctuations in foreign exchange rates.
The carrying amounts of the Group’s financial assets and liabilities denominated in different currencies are
as follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Financial assets
Indian Rupees (INR) . . . . . . . . . . . . . . . . . . . . . . . . 390.5 962.1 795.0 1,254.2
United States Dollar (USD) . . . . . . . . . . . . . . . . . . . 57.3 69.1 107.4 119.8
Canadian Dollars (CAD) . . . . . . . . . . . . . . . . . . . . . — 0.7 0.7 12.7
Euro (EUR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.7 0.2 2.0
Great Britain Pound (GBP) . . . . . . . . . . . . . . . . . . . — — — 0.1
447.8 1,032.6 903.3 1,388.8
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Financial liabilities
Indian Rupees (INR) . . . . . . . . . . . . . . . . . . . . . . . . 2,592.6 3,891.4 2,487.8 3,164.4
United States Dollar (USD) . . . . . . . . . . . . . . . . . . . 967.2 1,286.9 1,572.6 2,315.4
Canadian Dollars (CAD) . . . . . . . . . . . . . . . . . . . . . — 5.7 15.8 191.4
Euro (EUR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 2.1 2.5 1.3
Great Britain Pound (GBP) . . . . . . . . . . . . . . . . . . . 0.2 0.7 0.3 0.1
3,567.8 5,186.8 4,079.0 5,672.6
The Group’s exposure to foreign currency arises where a Group company holds financial assets and
liabilities denominated in a currency different from the functional currency of that entity with US dollar
being the major non-functional currency of the Group’s main operating subsidiaries. Set out below is the
impact of a 10% movement in the US dollar on profit before tax arising as a result of the revaluation of the
Group’s foreign currency financial assets and liabilities:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Effect of 10% strengthening of US Dollars on
profit before tax:
INR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91.7) (121.7) (52.1) (80.3)
The Group enters into forward foreign exchange contracts to cover foreign currency payments and
receipts. The Group also enters into forward foreign exchange contracts to manage the risk associated with
anticipated sales and purchase transactions.
The Group has taken forward cover of US$35.9 million (2008: US$20.0 million) (2009: US$986.9 million)
(December 2009: US$1,377.3 million) to hedge against currency risk against movement in Rs./US dollar.
The impact of a 10% weakening of the US Dollar on profit before tax will be the same as disclosed above
except that losses would be converted to gains.
Credit risk
The Group is exposed to credit risk in the event of non-payment by customers. The Group is exposed to
credit risk from trade receivables, dues from related parties, term deposits, liquid investments and other
financial instruments.
248
The Group trades with recognised and creditworthy third parties. Cash, liquid investments and term
deposits are held in banks with high credit ratings. It is the Group’s policy that all customers who wish to
trade on credit terms are subject to credit verification procedures. In addition, receivable balances are
monitored on an ongoing basis. For transactions that do not occur in the country of the relevant operating
unit, the Group does not offer credit terms without the approval of the appropriate authority. There are no
significant credit risks with related parties of the Group.
The Group is exposed to credit risk in the event of non payment by customers. The Group establishes an
allowance for doubtful accounts that represents its estimate of incurred losses in respect of trade and other
receivables. Trade receivables disclosed above include amounts (see below for aged analysis) which are
past due at the reporting date but against which the Group has not recognised an allowance for doubtful
receivables because there has not been a significant change in credit quality and the amounts are still
considered recoverable. The allowance for doubtful accounts at 31 March 2007 was nil (2008: nil) (2009:
nil) (31 December 2009: nil). The Group does not hold any collateral or other credit enhancements over
these balances nor does it have a legal right of offset against any amounts owed by the Group to the
counterparty.
Ageing of past due but not impaired receivables is as follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
0-30 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.9 12.2 13.0 14.9
30-60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.9 14.9 15.1 9.4
60-90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 20.3 17.4 10.2
90-120 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.7 11.5 13.9 13.6
120-365 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 24.2 36.2 70.7
5 years plus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.4 23.0 18.7 20.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76.5 106.1 114.3 139.7
The aged receivables include US$56.1 million (2008: US$83.1 million) (2009: US$95.6 million) (December
2009: US$118.8 million) in respect of amounts billed for supply of power to GUVNL. Payments are
received from GUVNL regularly and are off set against amounts due. Overdue amounts which are five
years or greater are in relation to amounts due for construction activities performed which the Company
have been successful in securing award of payment through arbitration proceedings. The awards have since
been challenged by the counter parties. The amounts have not been provided for on the basis of the
arbitration award in favour of the Company.
Liquidity risk
The Group monitors its risk of shortage of funds using a cash flow forecasting model. This model considers
the maturity of both its financial investments and projected cash flows from operations.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the
use of bank loans, debentures, preference shares and finance leases. Out of the Group’s liabilities, 37.9%
will mature in less than one year at 31 March 2007 (2008: 53.0%) (2009: 51.3%) (31 December 2009:
58.5%). The maturity profile of the Group’s recognised financial liabilities is given in the table below:
Weighted Average
effective
At 31 March 2007 interest rate <1yr 1-5 yrs >5 yrs Total
% US$ million US$ million US$ million US$ million
Borrowings . . . . . . . . . . . . . . . . . . . 8.0 388.9 936.4 1,243.5 2,568.8
Trade and other payables . . . . . . . . . 938.3 2.1 11.8 952.2
Derivatives . . . . . . . . . . . . . . . . . . . . 13.8 — — 13.8
Finance lease payables . . . . . . . . . . . 10.0 9.6 36.8 1.6 48.0
Financial guarantee contracts . . . . . . 6.8 — — 6.8
1,357.4 975.3 1,256.9 3,589.6
249
Weighted Average
effective
At 31 March 2008 interest rate <1yr 1-5 yrs >5 yrs Total
% US$ million US$ million US$ million US$ million
Borrowings . . . . . . . . . . . . . . . . . . . 8.8 749.3 1,132.7 1,251.4 3,133.4
Trade and other payables . . . . . . . . . 1,975.3 4.4 13.4 1,993.1
Derivatives . . . . . . . . . . . . . . . . . . . . 38.1 — — 38.1
Finance lease payables . . . . . . . . . . . 11.3 13.7 44.1 20.3 78.1
Financial guarantee contracts . . . . . . 6.8 — — 6.8
2,783.2 1,181.2 1,285.1 5,249.5
Weighted Average
effective
At 31 March 2009 interest rate % <1yr 1-5 yrs >5 yrs Total
% US$ million US$ million US$ million US$ million
Borrowings . . . . . . . . . . . . . . . . . . . 8.6 584.7 1,028.5 858.9 2,472.1
Trade and other payables . . . . . . . . . 1,509.1 11.9 60.5 1,581.5
Derivative . . . . . . . . . . . . . . . . . . . . 9.3 — — 9.3
Finance lease payables . . . . . . . . . . . 11.6 11.1 27.9 15.5 54.5
Financial guarantee contracts . . . . . . 4.8 — — 4.8
2,119.0 1,068.3 934.9 4,122.2
Weighted Average
effective
At 31 December 2009 interest rate <1yr 1-5 yrs >5 yrs Total
% US$ million US$ million US$ million US$ million
Borrowings . . . . . . . . . . . . . . . . . . . 8.2 920.5 1,374.8 833.7 3,129.0
Trade and other payables . . . . . . . . . 2,383.3 8.2 122.1 2,513.6
Derivative . . . . . . . . . . . . . . . . . . . . 12.3 — — 12.3
Finance lease payables . . . . . . . . . . . 11.9 11.9 20.2 5.7 37.8
Financial guarantee contracts . . . . . . 4.6 — — 4.6
3,332.6 1,403.2 961.5 5,697.3
The majority of the Group’s derivative financial instruments mature within 12 months of each reporting
end. The undiscounted cash flows in respect of derivative financial instruments are US$42.2 million (2008:
US$54.4 million) (2009: US$983.5 million) (December 2009: US$1,317.6 million). Note where the amount
payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected
interest rates as illustrated by the yield curves existing at the reporting date.
250
Set out below is the impact of 10% increase or decrease in base crude and petroleum product prices on
profit before tax as a result of change in value of the Group’s commodity derivative instruments:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Effect of 10% increase in prices on (loss)/profit
before tax
Crude Oil . . . . . . . . . . . . . . . . . . . . . . . . . . .... (4.9) (14.1) (3.3) (10.3)
Crack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... (0.9) (19.3) (5.4) (0.7)
Effect of 10% decrease in prices on (loss)/profit
before tax
Crude Oil . . . . . . . . . . . . . . . . . . . . . . . . . . .... 4.6 14.1 3.3 9.2
Crack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 1.1 19.3 5.6 0.7
Crack refers to the difference between the per barrel price of petroleum products and related cost of crude
oil used for their production.
Capital management
The Group’s objectives while managing capital are to safeguard its ability to continue as a going concern
and to provide adequate returns for its shareholders and benefits for other stakeholders. The Group’s
policy is generally to optimise borrowings at an operating Company level, on a non-recourse basis, within
an acceptable level of debt. Equity funding for existing operations or new acquisitions is raised centrally,
first from excess cash and then from new borrowings while retaining on an acceptable level of debt for the
consolidated Group. The Group’s policy is to borrow using a mixture of long-term and short-term debts
from both local and international financial markets as well as multi-lateral organisations together with cash
generated to meet anticipated funding requirements.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
The Group’s policy is to keep the gearing ratio between 50% and 75%. The Group includes within net
debt, interest bearing loans and borrowings less cash and cash equivalents. Total Equity includes equity
attributable to the equity holders of the Group as well as minority interests.
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Interest-bearing borrowings . . . . . . . . . . . . . . . . . . . 2,557.6 3,097.7 2,447.6 3,109.0
Less: cash and cash equivalents . . . . . . . . . . . . . . . . 40.3 100.5 62.6 71.4
Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,517.3 2,997.2 2,385.0 3,037.6
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,442.0 2,063.4 1,770.0 2,038.8
Equity and net debt . . . . . . . . . . . . . . . . . . . . . . . . . 3,959.3 5,060.6 4,155.0 5,076.4
Gearing ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.6% 59.2% 57.4% 59.8%
251
Carrying amount
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Financial assets
At FVTPL
—Held for trading (derivatives) ................ 6.7 3.7 20.3 6.9
Cash and cash equivalents . . . . ................ 40.3 100.5 62.6 71.4
Loan and receivables
—Trade and other receivables . ................ 248.5 581.4 528.1 958.1
—Other assets . . . . . . . . . . . . . ................ 152.3 347.0 251.0 311.1
AFS investments . . . . . . . . . . . ................ — — 41.3 41.3
447.8 1,032.6 903.3 1,388.8
Financial liabilities
At FVTPL
—Held for trading (derivatives) ................ 13.8 38.1 9.3 12.3
At amortised cost
—Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,557.6 3,097.7 2,447.6 3,109.0
—Trade and other payables . . . . . . . . . . . . . . . . . . . 952.2 1,993.1 1,581.5 2,513.6
—Finance lease payables . . . . . . . . . . . . . . . . . . . . . 37.4 51.1 35.8 33.1
Financial guarantee contracts . . . . . . . . . . . . . . . . . 6.8 6.8 4.8 4.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,567.8 5,186.8 4,079.0 5,672.6
The fair value of the financial assets and liabilities are estimated at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation
sale. The following methods and assumptions were used to estimate the fair values:
a) Cash and short-term deposits, trade and other receivables, trade and other payables, and other
current liabilities approximate their carrying amounts largely due to the short-term maturities or
nature of these instruments.
b) The fair value of listed investments is determined by reference to market price at the close of business
on the balance sheet date. The fair value of unlisted investments held by the Group is estimated with
reference to the net assets of the underlying businesses at each reporting date.
c) The fair value of loans from banks and other financial indebtedness as well as other non-current
financial liabilities is estimated by discounting future cash flows using rates currently available for debt
or similar terms and remaining maturities. The discounting rate ranges from 11.25% to 12.00%.
d) Fair value of derivatives—refer to Note 18.
The Group financial assets and liabilities that are measured subsequent to initial recognition at fair value
are derivatives (Note 18) and AFS investments (Note 11). Derivative financial assets and liabilities are
classified as Level 2 fair value measurements, as defined by IFRS 7, being those derived from inputs other
than quoted prices that are observable for the assets or liability, either directly (i.e. price) or indirectly
(i.e. derived from prices). AFS investments are classified as Level 3 fair value measurements, as assets held
are unquoted. There were no transfers between categories throughout the historical financial period. The
carrying value of all other financial assets and liabilities closely approximate their fair value except for
borrowings (Note 16) where fair values are estimated to be US$2,503.2 million (2008: US$2,985.6 million)
(2009: US$2,348.0 million) (December 2009: US$3,004.1 million).
252
253
254
The table below represents the fair values of the identifiable assets and liabilities of HS2 and its
subsidiaries as determined in the purchase price allocation of the Essar Group:
Fair value
Book value adjustments Fair value
US$ million US$ million US$ million
Assets
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 157.9 17.3 175.2
Current assets (including cash and cash equivalents of
$2.3 million) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.4 — 12.4
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170.3 17.3 187.6
Liabilities
Borrowings (current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3 — 5.3
Borrowings (non-current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.7 — 106.7
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.2 1.0 24.2
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 5.8 6.3
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135.7 6.8 142.5
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.6 10.5 45.1
Share in net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.1
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.9
Total consideration paid by the Essar Group . . . . . . . . . . . . . . . . 50.0
The main fair value adjustment relates to the valuation of property, plant and equipment based on
professional valuers report at the time of the acquisition and the related deferred tax.
From the date of acquisition to 31 March 2007 HS2 and its subsidiaries have contributed revenues of
US$12.5 million and profits of US$6.2 million to the results of the Group, before consolidation
adjustments. Had the acquisition taken place at the beginning of the year, the resultant figures for
contribution to the Group’s revenues and profits would have been US$18.8 million and US$7.6 million
respectively.
HS2 is an unlisted company based in India and, through its commissioned naphtha-based power plants
with a combined capacity of 500 MW in Hazira, India. These plants were put into commercial generation
in stages including 155 MW on 15 January 2006, 200 MW on 18 December 2007 and 145 MW on 7 October
2008.
255
The table below represents the fair values of the identifiable assets and liabilities of Algoma Energy LLP as
determined in the purchase price allocation of the Essar Group as at 18 June 2007.
Fair value
Book value adjustments Fair value
US$ million US$ million US$ million
Assets
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6 — 7.6
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 53.4 53.4
Current assets (including cash and cash equivalents of
$0.4 million) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 — 0.4
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0 53.4 61.4
Liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9 — 7.9
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 16.9 16.9
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9 16.9 24.8
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 36.5 36.6
Share in net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.6
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Total consideration paid by the Essar Group . . . . . . . . . . . . . . . . 36.6
The principal fair value adjustments relate to the valuation of the power sales contract, the benefit of
which was acquired with the business, and the related deferred tax balance. The contract was valued based
on discounted cash flow methodologies and a comparison with market power prices at the time of
acquisition. The value of the contract exceeded the value of property plant and equipment because at that
stage, the plant was in the early stages of construction.
The Group acquired Algoma Energy LLP from Essar Group, with 49.9% acquired in December 2007 for
consideration of US$84.1million and the remaining 50.1% stake acquired in November 2009 for
consideration of US$120.0 million. The difference between the consideration paid and the carrying value
of the respective share of the assets and liabilities of Algoma Energy LLP at those dates has been recorded
as an increase in the retained deficit of the Group.
Since the acquisition by the Group is a common control transaction, the reflected the acquisition as if it
occurred on 18 June 2007 (the date on which the Essar Group obtained control).
256
The table below represents the fair values of the identifiable assets and liabilities of EOL as determined in
the purchase price allocation of the Essar Group as at 30 June 2006.
Fair value
Book Value adjustments Carrying value
US$ million US$ million US$ million
Assets
Property, plant and equipment . . . . . . . . . . . . . . . ... ....... 2,005.0 664.3 2,669.3
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . ... ....... 1.1 — 1.1
Current assets (including cash and cash equivalents of
$4.2 million) . . . . . . . . . . . . . . . . . . . . . . . . . . ... ....... 149.1 0.4 149.5
Other non-current assets . . . . . . . . . . . . . . . . . . . ... ....... 29.6 (5.2) 24.4
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,184.8 659.5 2,844.3
Liabilities
Borrowings (current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66.5 — 66.5
Borrowings (non-current) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,364.1 38.9 1,403.0
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190.8 14.1 204.9
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2 188.5 195.7
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.9 0.1 15.0
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,643.5 241.6 1,885.1
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541.3 418.0 959.2
Share in net assets @ 67.22% . . . . . . . . . . . . . . . . . . . . . . . . . 644.8
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98.3
Total consideration paid by the Essar Group . . . . . . . . . . . . . . 743.1
257
Share of joint
controlled entities
US$ million US$ million
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.3 21.7
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.6 22.3
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27.0) (13.5)
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7.1) (3.6)
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.8 26.9
Share in net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.9
Cost of acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8
Surplus on acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.1
The Group also has a 50% interest in Mahan Coal Limited, a joint controlled entity, which is in the process
of setting up coal mines.
The share of revenue, profit, assets and liabilities of the joint controlled entities at 31 March 2007, 2008,
2009 and 31 December 2009 for the years then ended, which are included in the combined historical
financial information are as follows:
Share of joint
controlled entities’
results for the
nine months ended
31 December 2009
US$ million
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 — — 22.3
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6 1.2 0.9 23.8
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (0.1) (13.0)
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . — — — (4.1)
0.7 1.2 0.8 29.0
Further Group’s share in contingent liabilities and capital commitment of joint controlled entities are as
follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Group’s share in contingent liabilities . . . . . . . . . . . . — 4.2 3.3 3.6
Group’s share in capital commitments . . . . . . . . . . . . — — — 0.1
— 4.2 3.3 3.7
258
Contingent liabilities
Contingent liabilities at the balance sheet date, not otherwise provided for in the combined historical
financial information are categorised as follows:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.5 34.3 35.9 23.9
Interest* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 29.7 52.7 73.3
Corporate guarantees . . . . . . . . . . . . . . . . . . . . . . . . 50.4 153.2 124.6 61.8
Bank guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.9 66.7 54.0 98.5
Disputed custom duty . . . . . . . . . . . . . . . . . . . . . . . 4.6 6.2 4.8 17.0
Disputed income and indirect tax . . . . . . . . . . . . . . . 26.9 31.4 27.9 11.8
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9 7.6 13.3 48.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204.2 329.1 313.2 334.9
* The Group has assumed that certain facilities will be paid at the earliest redemption date after obtaining required consent of
the lenders and thus interest charge has been based on applicable early redemption rates. This amount represents the
additional interest that would have been charged to the income statement in the period if the debt was assumed to run to the
maximum term of the loan.
Contingent liabilities relate predominantly to actual or potential litigation of the Group for which amounts
are reasonably assessable but the liability is not probable and therefore the Group has not provided for
such amounts in this combined historical financial information. The amounts relate to a number of actions
against the Group, none of which are individually significant. Additionally, there are a number of legal
claims or potential claims against the Group, the outcome of which cannot be foreseen at present, and for
which no amounts have been included in the table above.
In addition to amounts set out above, there are additional contingencies as described below:
Claim by customer
On 14 September 2005, GUVNL, an entity controlled by the state of Gujarat, filed a complaint against
Essar Power with the Gujarat Electricity Regulatory Commission (the ‘‘GERC’’) alleging that Essar Power
259
diverted electricity generated by its Hazira power plant to Essar Steel, an affiliate of Essar Power, in
violation of its power purchase agreement with the Gujarat Electricity Board, whose assets and liabilities
were transferred to GUVNL in 2003 and incorrectly claimed certain fuel generation credits from GUVNL
between 1996 and 2006. GUVNL claimed a total of approximately US$339.1 million from the Power
Group.
On 18 February 2009, the GERC ruled in favour of GUVNL for the diversion of electricity by Power
Group. The GERC also awarded GUVNL a refund for generation incentives incorrectly claimed from
14 September 2002 to 29 May 2006. The GERC, however, ruled that recovery of the incorrectly claimed
generation incentives and of compensation for the electricity supplied to Essar Steel in breach of the PPA
prior to September 2002 was barred by the applicable statute of limitation.
Both Essar Power and GUVNL appealed the GERC’s ruling to the Appellate Tribunal for Electricity, New
Delhi. The Appellate Tribunal held on 22 February 2010 that Essar Power was not liable to pay
compensation for alleged wrongful diversion of power to Essar Steel or for the reimbursement of the
annual fixed charges. The Appellate Tribunal further held that Essar Power was liable to refund to
GUVNL the deemed generation incentive paid on and after 14 September 2002 which the Group had
already provided for.
On 29 January 2010 Essar Power filed a petition before the GERC against GUVNL claiming certain
payments due to it under the PPA. Essar Power has made a claim for an aggregate amount of
US$84.4 million comprising delayed payment charges, depreciation, foreign exchange variation, interest on
debentures, bill discounting charges, interest on working capital and alleged wrongful deduction of rebate
by GUVNL. The matter is pending before the GERC. In respect of the outstanding claims, the Group
does not expect to incur costs in excess of amounts provided in defending its position.
Other claims
There are a number of other claims in connection with the Group, however management believes the
probability of future liabilities in respect of such claims is remote and no amounts have been provided or
disclosed as contingent liabilities over the reporting period.
Contingent assets
In June 1998 a cyclone hit the west coast of India which caused damage to the refinery leading to delays in
the construction and commencement of commercial production. The Company filed an insurance claim
against loss of profits and material damage as a result to the incident. In respect of an insurance claim filed
of US$403.3 million (2008: US$439.8 million) (2009: US$345.0 million) (December 2009:
US$376.6 million) (including interest of US$199.9 million (2008: US$218.0 million) (US$171.1 million)
(December 2009: US$186.8 million), the Group and the Insurer have agreed to settle the dispute by
arbitration. The arbitration proceedings were initiated during the year and the Group has revised its claim
amount to US$647.0 (as at 31 December 2009) million mainly to cover the interest on the claim amount up
to the date of filing the claim before the arbitration panel.
Commitments
Petrol station operators
In 2006, Essar Oil Limited (‘‘Company’’) wrote to its Petrol station operations (‘‘Franchisees’’) that it will
pay certain compensation whenever the company is required to limit the supply of Petrol and High Speed
Diesel to the Franchisees or supply at higher prices than the market, under certain abnormal conditions.
The compensation period was effective from July 2006 and was to be continued until conditions
normalised. The past advice to the franchisees might have created an obligation to compensate them
whenever the supplies are restricted in the future. The potential commitment cannot be quantified as it is
dependent upon future market conditions including supply volumes and prices. The amount paid for the
year to 31 March 2007 was US$4.9 million, (2008: US$0.6 million), (2009: US$5.3 million), (31 December
2009: US$0.1 million). The amount paid in recent periods of operations under this scheme is not
significant.
260
Present value of
Minimum lease minimum lease
payments payments
At 31 December 2009 2009
US$ million US$ million
Payable less than 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9 10.4
Payable later than 1 year and not later than 5 years . . . . . . . . . . . . . . . . 20.2 18.5
Payable later than 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7 4.2
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.8 33.1
Less: Future finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.7)
Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . 33.1
Capital commitments
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Estimated amount of contracts remaining to be
executed on capital account and not provided for . . 1,494.7 6,343.9 6,809.3 6,877.2
Export obligations
The Group imports capital goods under Export Promotion Capital Goods Scheme (EPCG) and raw
materials under Advance License Scheme to utilise the benefit of zero or concessional customs duty. These
benefits are subject to future exports by the Group within stipulated period. The Group has following
outstanding export obligations:
As at
As at 31 March 31 December
2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Export obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 1,355.4 1,040.4 150.7 101.5
Based on past performance, market conditions and business plans, the management expects to fulfil the
entire export obligation within the stipulated period.
261
EGL
EGL is the ultimate parent company of the Group throughout the historic financial period. The ultimate
shareholders of EGL are the Virgo Trust and Triton Trust, discretionary trusts, whose beneficiaries include,
among others, companies, whose 100% shareholders are Ravi Ruia and Prashant Ruia.
The Group’s balances outstanding with EGL are as follows:
As at
As at 31 March 31 December
Outstanding balances 2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Trade and other receivables . . . . . . . . . . . . . . . . . . . — — — 15.0
Trade and other payables . . . . . . . . . . . . . . . . . . . . . — 37.7 — 2.5
Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 480.7 749.8
No significant transactions occurred with EGL during the period those which formed the combined group
as described in Note 1 and those set out above.
262
As at
As at 31 March 31 December
Balances with Essar Group companies 2007 2008 2009 2009
US$ million US$ million US$ million US$ million
Trade and other receivables
—current . . . . . . . . . . . . . . . . . . . . . . . ......... 60.5 133.5 51.3 65.9
—non-current . . . . . . . . . . . . . . . . . . . . ......... 9.5 7.1 9.3 124.5
Amounts due for capital work in progress ......... 141.3 195.9 128.3 158.5
Trade and other payables
—current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.5 37.1 130.7 135.2
—non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 0.5
Loans payable—current . . . . . . . . . . . . . . . . . . . . . . 110.7 82.1 34.1 97.8
Finance lease payable . . . . . . . . . . . . . . . . . . . . . . . — 17.0 12.5 14.9
Guarantees given* . . . . . . . . . . . . . . . . . . . . . . . . . . 57.2 69.2 53.5 58.7
Guarantees received** . . . . . . . . . . . . . . . . . . . . . . . 633.9 1,467.7 2,129.1 2,383.5
** Certain of the Group’s borrowings are the subject of guarantees provided by related parties.
Shared services
The Group leases office and other space from certain companies in the Essar Group.
In addition, the Group receives certain services from the Essar Group relating to accommodation,
telecommunications infrastructure and internet connections, travel and related services (including
management and maintenance services for aviation related activities, technical services and ground
handling services), treasury functions, management consultancy, maintenance of greenbelt in respect of the
Vadinar refinery, technical storage facilities, business centre facilities, managerial support and corporate
functions including financial advice, legal advice, and advice on matters related to corporate governance,
environmental management, risk and insurance, taxation, aircraft usage and related services, information
technology services, payroll processing and other HR services and shared services for accounting activities.
The services are generally provided for a period of between three and seven years, terminable by either
party on 30 to 180 days’ notice.
263
Intellectual Property
Certain members of the Group have been granted the right to use the ‘Essar’ name for the purposes of
their corporate identities and for operating their businesses worldwide. The total amount payable by Essar
Energy under the licence agreement is £1. The total amount payable by Essar Oil and Essar Power under
their licence agreement is equal to 0.25% of each of their net revenues (i.e. exclusive of value added tax
and excise duty in the case of Essar Power, and exclusive of taxes, duties and crude oil cost in the case of
Essar Oil) generated by their respective business each quarter, with an increase of 0.15% every year over a
period of 5 years until it reaches 1.0%.
Power Business
Construction projects
The power business has a number of contracts with companies in the Essar Group in relation to offshore
engineering, construction, procurement, transportation and project management services.
In addition, Essar Power Group has entered into an onshore turnkey contract with an Essar Group
company for the construction of the transmission system for Essar Power MP Mahan power project.
264
Essar Steel Algoma Inc. to the Group in return for power and steam for use at Essar Steel
Algoma Inc.’s steelworks.
Key contracts in connection with power plant projects not yet fully operational include:
• The Group has entered into a number of long term agreements (ranging from 20 to 25 years) for coal
supply, coal handling, coal affreightment, to secure the supply of coal to the Essar Power Gujarat-
Salaya power plant and the Essar Power Gujarat-Salaya II project.
• The Group has entered in to a 15 year water and fuel supply agreement with Essar Steel Hazira the
Vadinar power plant expansion project.
• Under certain agreement the Essar Group has an obligation to provide fuel and water for the power
plants and projects at Orissa and Hazira.
Other arrangements
Operations and maintenance agreement with Essar Steel
Essar Power has agreed to provide operations and maintenance services to Essar Steel for the 25MW
power plant of Essar Steel located at Visakhapatnam for a term of 15 years from 1 July 2006.
Leases
A company within the Group has agreed to lease the site of the Essar Orissa-Paradip power plant from the
Essar Group. The lease is required to be entered into by 11 May 2010 and will be for a period of 90 years.
Rent payable under the lease will be determined by the parties at the time of execution of the lease.
Petroleum handling
The Group has a petroleum handling agreement with an Essar Group company expiring on 31 March
2014, under which the Essar Group provides services for the receipt, handling, storage and dispatch of the
Group’s crude oil and intermediate and refined petroleum products. The agreement includes a minimum
monthly charge. Further, under the terms of the agreement, the Group supplies all utilities to the Essar
Group company, including power, water and steam, at no additional cost.
265
Leases
The Group leases the site of the Vadinar port terminal operations to an Essar Group company under a
30 year lease (due to expire in December 2025 and renewable by the Essar Group for a further 30 year
period) at an annual rent of approximately US$0.1 million.
The residential township and transit accommodation, used by employees and visitors of the Petroleum
Refinery, are leased by the Group for a period of 20 years at an annual rent of approximately
US$3.1 million from a related party of the Essar Group. On expiry of the lease in 2027, the Group has an
option to extend the lease under mutually agreed terms and conditions.
266
6810DM/0D Foot:
26. ENTITIES INCLUDED FOR COMBINATION
As at As at As at As at
31 March 31 December 31 March 31 December
Country of
0D/
# Company Incorporation Principal activities 2007 2008 2009 2009 2007 2008 2009 2009
Energy entities
0D VJ RSeq: 1 Clr: 0
1 Essar Energy Holdings Limited . . . . . . . . . . . . . . . . . . Mauritius Investment holding 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
2 Vadinar Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mauritius Investment holding 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
3 Essar Oil Limited(a) . . . . . . . . . . . . . . . . . . . . . . . . . India Refinery 72.9 76.1 76.7 76.7 72.9 76.1 76.7 76.7
4 Vadinar Power Company Limited . . . . . . . . . . . . . . . . India Captive power plant 100.0 100.0 100.0 100.0 72.9 76.1 71.2 68.9
5 Essar Oil Vadinar Limited . . . . . . . . . . . . . . . . . . . . . India Refinery — 100.0 100.0 100.0 — 76.1 76.7 76.7
6 Essar Energy Overseas Ltd . . . . . . . . . . . . . . . . . . . . Mauritius Investment holding — 100.0 100.0 100.0 — 76.1 76.7 100.0
7 Essar Petroleum (East Africa) Limited . . . . . . . . . . . . . Kenya Marketing and trading — — — 100.0 — — — 100.0
File: DV70801A.;31
8 Essar Oil (UK) Limited . . . . . . . . . . . . . . . . . . . . . . United Kingdom Investment holding — — — 100.0 — — — 100.0
267
Part 11
19 Essar Exploration and Production Gujarat Limited(c) . . . . Mauritius Exploration and Production 100.0 100.0 NA NA 100.0 100.0 NA NA
20 Essar Exploration & Production Limited . . . . . . . . . . . . Nigeria Exploration and Production — 100.0 100.0 100.0 — 100.0 100.0 100.0
21 Essar Exploration and Production India Limited . . . . . . . India Exploration and Production — 100.0 100.0 100.0 — 100.0 100.0 100.0
22 Essar Exploration and Production Madagascar Limited(b) . Madagascar Exploration and Production NA NA 100.0 100.0 NA NA 100.0 100.0
Financial Information
Power entities
23 Essar Power Holdings Ltd . . . . . . . . . . . . . . . . . . . . . Mauritius Investment holding 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
24 Hazira Steel 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mauritius Investment holding 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
25 ETHL Global Capital Limited(b) . . . . . . . . . . . . . . . . . India Investment holding 91.8 91.8 93.9 NA 91.8 91.8 93.9 NA
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 45164
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Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
Part 11
6810DM/0D Foot:
Financial Information
% Voting held by the Group economic % held by the Group
As at As at As at As at
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
26 Algoma Power Cooperatief U.A. . . . . . . . . . . . . . . . . . Dutch Investment holding N/A 100.0 100.0 100.0 N/A 100.0 100.0 100.0
27 Algoma Power B.V. . . . . . . . . . . . . . . . . . . . . . . . . . Dutch Investment holding N/A 100.0 100.0 100.0 N/A 100.0 100.0 100.0
28 Essar Power Canada Limited . . . . . . . . . . . . . . . . . . . Canada Investment holding N/A 100.0 100.0 100.0 N/A 100.0 100.0 100.0
0D VJ RSeq: 2 Clr: 0
29 Essar Power Limited(d) . . . . . . . . . . . . . . . . . . . . . . . India Power plant 63.7 66.2 66.2 66.2 62.0 64.6 65.0 66.2
30 Essar Power Overseas Limited . . . . . . . . . . . . . . . . . . BVI Investment holding 100.0 100.0 100.0 100.0 62.0 64.6 65.0 66.2
31 Essar Power Transmission Company Limited . . . . . . . . . India Power transmission 100.0 100.0 100.0 100.0 62.0 64.6 65.0 66.2
32 Essar Power (Jharkhand) Limited . . . . . . . . . . . . . . . . India Power plant 100.0 100.0 100.0 100.0 62.0 64.6 65.0 66.2
33 Essar Power Chhattisgarh Limited . . . . . . . . . . . . . . . . India Power plant — 100.0 100.0 100.0 — 64.6 65.0 66.2
34 Essar Power Hazira Limited . . . . . . . . . . . . . . . . . . . . India Power plant 100.0 100.0 100.0 100.0 62.0 64.6 65.0 66.2
File: DV70801A.;31
35 Essar Power MP Limited . . . . . . . . . . . . . . . . . . . . . . India Power plant 100.0 100.0 100.0 100.0 62.0 64.6 65.0 66.2
36 Essar Power Gujarat Limited . . . . . . . . . . . . . . . . . . . India Power plant NA 100.0 100.0 100.0 — 96.1 65.0 66.2
268
37 Essar Wind Power Private Limited . . . . . . . . . . . . . . . . India Wind turbine 100.0 100.0 100.0 100.0 100.0 100.0 65.0 66.2
38 Essar Power (Orissa) Limited(f) . . . . . . . . . . . . . . . . . . India Power plant 100.0 100.0 100.0 74.00 100.0 100.0 65.0 49.0
39 Essar Power Tamil Nadu Limited . . . . . . . . . . . . . . . . . India Power plant 100.0 100.0 100.0 100.0 100.0 100.0 65.0 66.2
40 Essar Electric Power Development Corporation Limited . . India Power trading 100.0 100.0 100.0 100.0 61.9 64.6 65.0 66.2
41 Bhander Power Limited(e) . . . . . . . . . . . . . . . . . . . . . India Power plant 72.2 74.0 74.0 74.0 44.8 47.8 48.1 49.0
42 Essar Power Salaya Limited . . . . . . . . . . . . . . . . . . . . India Power plant N/A N/A N/A 100.0 N/A N/A N/A 66.2
43 Main Street 736 (Proprietary) Limited . . . . . . . . . . . . . South Africa Investment holding N/A N/A N/A 100.0 N/A N/A N/A 100.0
(a) 2.9% (2008: 2.8%) (2009: 8.6%) (December 2009: 8.6%) held by subsidiaries of Essar Group outside Essar Energy
(d) 36.3% (2008: 33.8%) (2009: 33.8%) (December 2009: 33.8%) held by subsidiary of Essar Group outside Essar Energy
(e) 27.8% (2008: 26.0%) (2009: 26.0%) (December 2009: 26.0%) held by subsidiary of Essar Group outside Essar Energy
(f) As at 31 December 2009, 26.0% held by subsidiaries of Essar Group outside Essar Energy
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Capitalisation of Group
For the purpose of capitalisation of the Group the following transactions were undertaken:
(i) EPHL and EEHL refunded share application money to EGL;
(ii) EGL injected the share application money into the Company in exchange for equity; and
(iii) the Company injected the share application money back into EPHL and EEHL in exchange for
equity.
Acquisitions
Overseas Coal Blocks
Essar Energy is currently in the process of acquiring coal mines in selected overseas regions. Essar
Recursos de Minerais de Mozambique Ltd, an Essar Affiliated Company holds a coal licence in the
Cambulatsitsi area near Tete, Mozambique. Based on an initial exploration of the area, the mines were
independently estimated to contain resources of approximately 35 mmt of mineable reserves. In addition,
Essar Group has entered into a memorandum of understanding with CCFB (consortium of CFM-RITES-
269
IRCON) for transporting the coal to Beira port. Essar Energy has executed a definitive share purchase
agreement to acquire the entire equity stake (including the existing shareholders’ loan) in Essar Recursos
de Minerais de Mozambique Ltd by Essar Power & Minerals S.A. Ltd and Essar Power Overseas Ltd, BVI
for approximately US$30 million.
In April 2010, Essar Energy also acquired a 100% interest in approximately 5,000 hectares of mining area,
located in the West Kutai region of East Kalimantan, Indonesia. The mines have had a Joint Ore Reserves
Committee compliant resource assessment which estimates the block contains approximately 64 mmt of
mineable reserves with an annual potential production of 4 mmt of coal with an average gross calorific
value of 5,400 to 5,500 Kcal/kg. It is expected that production will begin in the second or third quarter of
2011. Essar Energy has also executed an agreement to provide a loan facility to Essar Minerals FZE to
fund acquisition and development costs of the Indonesian mines. The transfer of shares to Essar Energy is
underway.
270
PART 12
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Section A—Unaudited Pro Forma Statement of Net Assets
The unaudited combined pro forma statement of net assets set out below has been prepared to illustrate
the effects of the Offer, being the receipt of the net proceeds of the Global Offer, on the net assets of the
Group (as defined in the historical financial information in Part 11 of this document), had the Global Offer
taken place on 31 December 2009. The pro forma net assets statement is based on the audited historical
financial information of the Company for the nine month period ended 31 December 2009 contained in
Part 11 of the Prospectus and has been prepared in a manner consistent with the accounting policies
adopted by the Company in preparing such information.
The unaudited combined pro forma statement of net assets has been prepared for illustrative purposes
only, and by its nature addresses a hypothetical situation and, therefore, does not reflect the Company’s
actual financial position or results. The unaudited consolidated pro forma statement of net assets is
compiled on the basis set out in the notes below and in accordance with the requirements of item 20.2 of
Annex I and items 1 to 6 of Annex II to the Prospectus Rules. No account has been taken of any results or
other activity since 31 December 2009.
271
Historical
combined net Adjustments Performa combined
assets as at Net proceeds net assets as at
31 December from the 31 December
2009 Offer 2009
US$ million
Non-current assets
Goodwill . . . . . . . . . . . . . . . ...... . . . . . . . . . . . . . . . 127.5 127.5
Other intangible assets . . . . . ...... . . . . . . . . . . . . . . . 56.6 56.6
Property, plant and equipment ...... . . . . . . . . . . . . . . . 5,453.9 5,453.9
Investments in joint controlled entities . . . . . . . . . . . . . . . 29.0 29.0
Trade and other receivables . . ...... . . . . . . . . . . . . . . . 194.4 194.4
Other financial assets . . . . . . ...... . . . . . . . . . . . . . . . 18.5 18.5
Deferred tax assets . . . . . . . . ...... . . . . . . . . . . . . . . . 0.4 0.4
Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . 5,880.3 — 5,880.3
Current assets
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864.2 864.2
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . 859.1 859.1
Available for sale investments . . . . . . . . . . . . . . . . . . . . . 41.3 41.3
Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 292.6 292.6
Derivative financial assets . . . . . . . . . . . . . . . . . . . . . . . . 6.9 6.9
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . 71.4 1,849 1,920.4
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,135.5 1,849 3,984.5
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,015.8 1,849 9,864.8
Current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 2,512.1 2,512.1
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4 10.4
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918.9 918.9
Derivative financial liabilities . . . . . . . . . . . . . . . . . . . . . . 12.3 12.3
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 3,453.7 — 3,453.7
Non-current liabilities
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . 130.7 130.7
Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.7 22.7
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,190.1 2,190.1
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 179.8 179.8
Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . 2,523.3 — 2,523.3
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,977.0 — 5,977.0
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,038.8 1,849 3,887.8
1. The financial information of the Company has been extracted, without material adjustment, from the historical financial
information as of 31 December 2009 as set out under ‘‘Historical Financial Information’’ in Part 11 of this document. No
separate balance sheet of Essar Energy plc has been presented as this company does not have material equity or reserves, and
therefore has no impact on the pro forma combined balance sheet.
2. The Directors believe that, had the Offer occurred at the beginning of the last financial period, the consolidated income
statement would have been affected. Assuming that a portion of the net offer proceeds were applied to reduce the borrowings
of the Company, the impact would have been to reduce finance costs associated with loans.
272
Pro forma
impact on
Cash and cash
equivalents
US$ millions
Gross proceeds from the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,947
Cost & expenses of the Offer (including commissions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Net proceeds from the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,849
Gross proceeds from, and costs and expenses of, the Offer are based on the Offer Price and have been extracted, without
material adjustment, from the information set out in Part 4 of this document.
4. No adjustment has been made to reflect the trading results of the company since 31 December 2009 or of any other change in
its financial position in that period.
273
5MAY200502184203
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
The Board of Directors
on behalf of Essar Energy plc
8th Floor
20 Berkeley Square
London
W1J 6EQ
30 April 2010
Dear Sirs,
Essar Energy plc
We report on the pro forma financial information (the ‘‘Pro forma financial information’’) set out in
Part 12 of the prospectus dated 30 April 2010 (the ‘‘Prospectus’’), which has been prepared on the basis
described in footnotes 1 to 4, for illustrative purposes only, to provide information about how the Offer
might have affected the financial information presented on the basis of the accounting policies to be
adopted by the Company in preparing the financial statements for the period ending 31 December 2010.
This report is required by Annex I item 20.2 of Commission Regulation (EC) No 809/2004 (the
‘‘Prospectus Directive Regulation’’) and is given for the purpose of complying with that requirement and
for no other purpose.
Responsibilities
It is the responsibility of the directors of the Company (the ‘‘Directors’’) to prepare the Pro forma financial
information in accordance with Annex I item 20.2 and Annex II items 1 to 6 of the Prospectus Directive
Regulation.
It is our responsibility to form an opinion, in accordance with Annex I item 20.2 of the Prospectus
Directive Regulation, as to the proper compilation of the Pro forma financial information and to report
that opinion to you in accordance with Annex II item 7 of the Prospectus Directive Regulation.
Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent
there provided, to the fullest extent permitted by law we do not assume any responsibility and will not
accept any liability to any other person for any loss suffered by any such other person as a result of, arising
out of, or in accordance with this report or our statement, required by and given solely for the purposes of
complying with Annex I item 23.1 of the Prospectus Directive Regulation, consenting to its inclusion in the
Prospectus.
In providing this opinion we are not updating or refreshing any reports or opinions previously made by us
on any financial information used in the compilation of the Pro forma financial information, nor do we
accept responsibility for such reports or opinions beyond that owed to those to whom those reports or
opinions were addressed by us at the dates of their issue.
274
Basis of Opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing
Practices Board in the United Kingdom. The work that we performed for the purpose of making this
report, which involved no independent examination of any of the underlying financial information,
consisted primarily of comparing the unadjusted financial information with the source documents,
considering the evidence supporting the adjustments and discussing the Pro forma financial information
with the Directors.
We planned and performed our work so as to obtain the information and explanations we considered
necessary in order to provide us with reasonable assurance that the Pro forma financial information has
been properly compiled on the basis stated and that such basis is consistent with the accounting policies of
the Company.
Our work has not been carried out in accordance with auditing or other standards and practices generally
accepted in jurisdictions outside the United Kingdom, including the United States of America, and
accordingly should not be relied upon as if it had been carried out in accordance with those standards or
practices.
Opinion
In our opinion:
(a) the Pro forma financial information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.
Declaration
For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the
Prospectus and declare that we have taken all reasonable care to ensure that the information contained in
this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to
affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 and
Annex III item 1.2 of the Prospectus Directive Regulation.
Yours faithfully
26APR201017151818
Deloitte LLP
Chartered Accountants
Deloitte LLP is a limited liability partnership registered in England and Wales with registered number
OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP
is the United Kingdom member firm of Deloitte Touche Tohmatsu (‘DTT’), a Swiss Verein, whose member firms
are legally separate and independent entities. Please see www.deloitte.co.uk/about for a detailed description of
the legal structure of DTT and its member firms.
275
PART 13
THE OFFER
Background
Pursuant to the Offer, the Company intends to issue 302,789,825 New Shares, raising proceeds of
approximately £1,208 million, net of underwriting commissions and other estimated fees and expenses of
approximately £64 million. The New Shares will represent approximately 23.24% of the expected issued
ordinary share capital of the Company immediately following Admission.
In the Offer, Shares will be offered (i) to certain institutional investors in the United Kingdom and
elsewhere outside the United States and (ii) in the United States only to QIBs in reliance on an exemption
from, or in a transaction not subject to, the registration requirements of the US Securities Act.
Certain restrictions that apply to the distribution of this document and the Shares being issued under the
Offer in jurisdictions outside the United Kingdom are described below.
The Offer is fully underwritten by the Underwriters and is subject to satisfaction of the conditions set out
in the Underwriting Agreement, including Admission occurring and becoming effective by no later than
8:00 a.m. (London time) on 7 May 2010 or such later time and/or date as the Company and the Joint
Global Coordinators may agree.
When admitted to trading, the Shares will be registered with ISIN number GB00B5SXPF57 and SEDOL
number B5SXPF5.
Immediately following Admission, it is expected that approximately 23.24% of the Company’s issued
ordinary share capital will be held in public hands (within the meaning of paragraph 6.1.19 of the Listing
Rules) assuming that no Over-allotment Shares are acquired pursuant to the Over-allotment Option
(increasing to 24.98% if the maximum number of Over-allotment Shares are acquired pursuant to the
Over-allotment Option). The Shareholders immediately prior to the Offer will be diluted by 23.24%, as a
result of the Offer.
The New Shares being issued by the Company pursuant to the Offer will, on Admission, rank pari passu in
all respects with the existing Shares in issue and will rank in full for all dividends and other distributions
thereafter declared, made or paid on the ordinary share capital of the Company. The New Shares will be
freely transferable.
Use of proceeds
The Company’s net proceeds from the Offer are estimated to be £1,208 million (approximately
US$1.8 billion), after deduction of underwriting commissions, estimated fees and expenses in connection
with the Offer.
The Company currently intends to use the net proceeds from the Offer to execute its stated strategy,
focusing on the equity funding component of its existing growth projects. The major growth projects to be
funded by the net proceeds from the Offer, as well as by cash from operations, include:
• completion of the Power Plant Projects and acquisition of captive mines to expand the Company’s
total installed capacity to 11,470 MW, which is currently estimated to require approximately
US$1.94 billion of equity financing, comprising of US$0.45 billion for the Phase I Power Projects,
US$1.22 billion for the Phase II Power Projects and US$0.27 billion for the acquisition and
development of captive coal mines;
• exploration and development of the Company’s oil and natural gas blocks, which are currently
estimated to require approximately US$0.25 billion of equity financing for the period 2010-2014; and
• completion of the Phase I Refinery Project to expand the Vadinar refinery’s refining capacity to
18 mmtpa, which is currently estimated to require approximately US$0.26 billion of equity financing.
In addition a further US$0.50 billion from the net proceeds from the Offer will be used for general
corporate purposes including working capital requirements for the oil & gas business.
The above amounts are the current best estimate of capital expenditure and funding plans and, given the
long term nature of some of these projects, may be subject to change. The difference between the total
uses indicated above and the net proceeds from the Offer is expected to be funded by cash from
operations.
276
Allocation
The rights attaching to the Shares will be uniform in all respects and they will form a single class for all
purposes. The Shares allocated under the Offer have been underwritten, subject to certain conditions, by
the Underwriters as described in the paragraph headed ‘‘Underwriting arrangements’’ below and in
paragraph 7 of Part 16 ‘‘Additional Information’’. Allocations under the Offer will be determined at the
discretion of the Joint Global Coordinators following consultation with the Company. All Shares issued
pursuant to the Offer will be issued, payable in full, at the Offer Price. Liability for UK stamp duty and
stamp duty reserve tax is described in Part 14 ‘‘Taxation’’.
Dealing arrangements
The Offer is subject to the satisfaction of certain conditions contained in the Underwriting Agreement,
which are typical for an agreement of this nature. Certain conditions are related to events which are
outside the control of the Company, the Directors and the Underwriters. Further details of the
Underwriting Agreement are described in paragraph 10 of Part 16 ‘‘Additional Information’’.
It is expected that Admission will take place and unconditional dealings in the Shares will commence on
the London Stock Exchange at 8.00 a.m. (London time) on 7 May 2010. Settlement of dealings from that
date will be on a three-day rolling basis. Prior to Admission, it is expected that dealings in the Shares will
commence on a conditional basis on the London Stock Exchange on 4 May 2010. The earliest date for such
settlement of such dealings will be 7 May 2010. All dealings in the Shares prior to the commencement of
unconditional dealings will be on a ‘‘conditional basis’’, will be of no effect if Admission does not take place
and will be at the sole risk of the parties concerned. These dates and times may be changed without further
notice.
Each investor will be required to undertake to pay the Offer Price for the Shares issued to such investor in
such manner as shall be directed by the Joint Global Coordinators.
It is expected that Shares allocated to investors in the Offer will be delivered in uncertificated form and
settlement will take place through CREST on Admission. No temporary documents of title will be issued.
Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person
concerned.
277
Option will rank pari passu in all respects with the Shares, including for all dividends and other
distributions declared, made or paid on the Shares, will be subscribed for the same terms and conditions as
the Shares being issued in the Offer and will form a single class for all purposes with the other Shares.
CREST
With effect from Admission, the Articles will permit the holding of Shares under the CREST system.
CREST is a paperless settlement system allowing securities to be transferred from one person’s CREST
account to another’s without the need to use share certificates or written instruments of transfer.
Settlement of transactions in the Shares following Admission may take place within the CREST system if
any shareholder so wishes. CREST is a voluntary system and holders of Shares who wish to receive and
retain share certificates will be able to do so.
Underwriting arrangements
The Underwriters have entered into commitments under the Underwriting Agreement pursuant to which
they have agreed, subject to certain conditions, to procure subscribers for the New Shares or Over-
allotment Shares, if any, to be issued by the Company (as agent for the Company) or, failing which,
themselves to subscribe for such Shares, at the Offer Price. The Underwriting Agreement contains
provisions entitling the Underwriters to terminate the Offer (and the arrangements associated with it) at
any time prior to Admission in certain circumstances. If this right is exercised, the Offer and these
arrangements will lapse and any moneys received in respect of the Offer will be returned to applicants
without interest. The Underwriting Agreement provides for the Underwriters to be paid commission in
respect of the New Shares issued and any Over-allotment Shares issued following exercise of the
Over-allotment Option. Any commissions received by the Underwriters may be retained, and any Shares
acquired by them may be retained or dealt in, by them, for their own benefit.
Further details of the terms of the Underwriting Agreement are set out in paragraph 10 of Part 16
‘‘Additional Information’’. Certain selling and transfer restrictions are set out below.
Lock-up arrangements
Pursuant to the Underwriting Agreement, the Company has agreed that, subject to certain exceptions,
during the period of 365 days from the date of Admission, it will not, without the prior written consent of
the Joint Global Coordinators and the Sponsor, issue, offer, sell or contract to sell, or otherwise dispose of,
directly or indirectly, any Shares (or any interest therein) or enter into any transaction with the same
economic effect as any of the foregoing.
Pursuant to the Underwriting Agreement and related arrangements, the Directors and Essar Global have
agreed that, subject to certain exceptions, during the period of 365 days from the date of Admission, they
will not, without the prior written consent of the Joint Global Coordinators, offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, any Shares or enter into any transaction with the same
economic effect as any of the foregoing.
Further details of the Underwriting Agreement are set out in paragraph 13 of Part 16 ‘‘Additional
Information’’.
Withdrawal rights
In the event that the Company is required to publish any supplementary prospectus, applicants who have
applied for New Shares in the Offer shall have at least two clear business days following the publication of
the relevant supplementary prospectus within which to withdraw their offer to subscribe for New Shares in
the Offer in its entirety. The right to withdraw an application to subscribe for New Shares in the Offer in
these circumstances will be available to all investors in the Offer. If the application is not withdrawn within
the stipulated period any offer to apply for New Shares in the Offer will remain valid and binding.
Investors wishing to exercise statutory withdrawal rights after the publication of any supplementary
prospectus must do so by lodging a written notice of withdrawal by hand (during normal business hours
only) at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United
Kingdom, or by facsimile (during normal business hours only) on +44 870 703 6101 so as to be received no
278
later than two business days after the date on which the supplementary prospectus is published. Notice of
withdrawal given by any other means or which is deposited with or received by the Company after expiry of
such period will not constitute a valid withdrawal.
Selling restrictions
The distribution of this document and the offer of Shares in certain jurisdictions may be restricted by law
and therefore persons into whose possession this document comes should inform themselves about and
observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit a public offering of the Shares, or
possession or distribution of this document or any other offering material in any country or jurisdiction
where action for that purpose is required. Accordingly, the Shares may not be offered or sold, directly or
indirectly, and neither this document nor any other offering material or advertisement in connection with
the Shares may be distributed or published in or from any country or jurisdiction except in circumstances
that will result in compliance with any and all applicable rules and regulations of any such country or
jurisdiction. Persons into whose possession this document comes should inform themselves about and
observe any restrictions on the distribution of this document and the offer of Shares contained in this
document. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. This document does not constitute an offer to subscribe for or purchase any of the
Shares to any person in any jurisdiction to whom it is unlawful to make such offer of solicitation in such
jurisdiction.
United States
The Shares have not been and will not be registered under the US Securities Act or under any applicable
securities laws or regulations of any state of the United States and, subject to certain exceptions, may not
be offered or sold within the United States except to persons reasonably believed to be QIBs in reliance on
Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of
the US Securities Act. The Shares are being offered and sold outside the United States in offshore
transactions in reliance on Regulation S.
In addition, until 40 days after the commencement of the Offer of the Shares an offer or sale of Shares
within the United States by any dealer (whether or not participating in the Offer) may violate the
registration requirements of the US Securities Act if such offer or sale is made otherwise than in
accordance with Rule 144A or another exemption from, or transaction not subject to, the registration
requirements of the US Securities Act.
The Underwriting Agreement provides that the Underwriters may directly or through their respective
United States broker-dealer affiliates arrange for the offer and resale of Shares within the United States
only to QIBs in reliance on Rule 144A or another exemption from, or transaction not subject to, the
registration requirements of the US Securities Act.
Each subscriber or purchaser of Shares within the United States, by accepting delivery of this document,
will be deemed to have represented, agreed and acknowledged that it has received a copy of this document
and such other information as it deems necessary to make an investment decision and that:
(a) it is (a) a QIB within the meaning of Rule 144A, (b) acquiring the Shares for its own account or for
the account of one or more QIBs with respect to whom it has the authority to make, and does make,
the representations and warranties set forth herein, (c) acquiring the Shares for investment purposes,
and not with a view to further distribution of such Shares, and (d) aware, and each beneficial owner of
the Shares has been advised, that the sale of the Shares to it is being made in reliance on Rule 144A or
in reliance on another exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act.
(b) it understands that the Shares are being offered and sold in the United States only in a transaction not
involving any public offering within the meaning of the US Securities Act and that the Shares have not
been and will not be registered under the US Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not be offered, sold, pledged or
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otherwise transferred except (a) to a person that it and any person acting on its behalf reasonably
believe is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting
the requirements of Rule 144A, or another exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act, (b) in an offshore transaction in accordance with
Rule 903 or Rule 904 of Regulation S, (c) pursuant to an exemption from registration under the US
Securities Act provided by Rule 144 thereunder (if available) or (d) pursuant to an effective
registration statement under the US Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States. It further (a) understands that the Shares may not be
deposited into any unrestricted depositary receipt facility in respect of the Shares established or
maintained by a depositary bank, (b) acknowledges that the Shares (whether in physical certificated
form or in uncertificated form held in CREST) are ‘‘restricted securities’’ within the meaning of
Rule 144(a)(3) under the US Securities Act and that no representation is made as to the availability of
the exemption provided by Rule 144 for resales of the Shares and (c) understands that the Company
may not recognise any offer, sale, resale, pledge or other transfer of the Shares made other than in
compliance with the above-stated restrictions.
(c) it understands that the Shares (to the extent they are in certificated form), unless otherwise
determined by the Company in accordance with applicable law, will bear a legend substantially to the
following effect:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘US SECURITIES ACT’’) OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER AND ANY
PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE US SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE US SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE US SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 UNDER THE US SECURITIES ACT FOR RESALES OF THE SHARES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES
REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY
RECEIPT FACILITY IN RESPECT OF THE SHARES ESTABLISHED OR MAINTAINED BY A
DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF SHARES, REPRESENTS THAT
IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS; and
(d) it represents that if, in the future, it offers, resells, pledges or otherwise transfers such Shares while
they remain ‘‘restricted securities’’ within the meaning of Rule 144, it shall notify such subsequent
transferee of the restrictions set out above.
The Company, the Underwriters and their affiliates and others will rely on the truth and accuracy of the
foregoing acknowledgements, representations and agreements.
Australia
The Prospectus has not been lodged with the Australian Securities and Investments Commission as a
disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, the Shares may
not be offered or sold and offers to purchase may not be invited, and the Prospectus may not be circulated
or distributed, whether directly or indirectly, to persons in the Commonwealth of Australia other than to:
(i) ‘‘sophisticated investors’’ under section 708(8)(a) or (b) of the Australian Corporations Act;
280
(ii) ‘‘sophisticated investors’’ under section 708(8)(c) or (d) of the Australian Corporations Act who have
provided an accountant’s certificate pursuant to section 708(8)(c)(i) or (ii) of the Australian
Corporations Act and related regulations before an offer has been made;
(iii) persons associated with the Company under section 708(12) of the Australian Corporations Act; or
(iv) ‘‘professional investors’’ within the meaning of section 708(11)(a) or (b) of the Australian
Corporations Act.
Hong Kong
(i) No Shares have been offered or sold or will be offered or sold in Hong Kong, by means of any
document, other than (a) to ‘‘professional investors’’ as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other
281
circumstances which do not result in the document being a ‘‘prospectus’’ as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the
meaning of that Ordinance; and
(ii) No advertisement, invitation or document relating to the Shares has been issued or has been in the
possession of any person for the purposes of issue, nor will any such advertisement, invitation or
document be issued or be in the possession of any person for the purpose of issue, whether in Hong
Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by,
the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Shares which are or are intended to be disposed of only to persons outside Hong
Kong or only to ‘‘professional investors’’ as defined in the Securities and Futures Ordinance and any
rules made under that Ordinance.
India
This Prospectus will not be registered as a prospectus under the Indian Companies Act, 1956 with any
Registrar of Companies. This Prospectus may not be distributed directly or indirectly in India or to
residents of India and any Shares may not be offered or sold directly or indirectly in India to, or for the
account or benefit of, any resident of India, except as permitted by applicable Indian laws and regulations,
under which an offer to eligible Indian residents is strictly on a private and confidential basis and is limited
to select institutional investors (who are eligible to apply for such offering) and is not an offer to the public.
This Prospectus is not a prospectus or an advertisement under applicable Indian laws and should not be
circulated to any other person other than to whom the offer is made.
Japan
The Shares offered hereby have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (the ‘‘Financial Instruments and Exchange Act’’). Accordingly, no Shares will be
offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including any corporation or other entity
organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or
to, or for the benefit of, any resident of Japan, except pursuant to an exception from the registration
requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and
other relevant laws and regulations of Japan.
Qatar
The Shares have not been offered, sold or delivered, and will not be offered, sold or delivered at any time,
directly or indirectly, in the state of Qatar in a manner that would constitute a public offering. This
Prospectus has not been reviewed or registered with or approved by the Qatari government authorities or
any other relevant Qatar regulatory body, whether under law no. 25 (2002) concerning investment funds,
Central Bank Resolution no. 15 (1997), as amended, or any associated regulations. Therefore, this
Prospectus is strictly private and confidential, and is being issued to a limited number of sophisticated
investors, and may not be reproduced or used for any other purpose, nor provided to any person other
than the recipient thereof. No general offering of the Shares has been or will be made in Qatar and the
Shares may only be offered, distributed or sold in Qatar to a limited number of investors.
Switzerland
The Shares may not be and will not be publicly offered, sold, advertised, distributed or redistributed,
directly or indirectly, in or from Switzerland, and neither this Prospectus nor any other solicitation for
investments in the Shares may be communicated, distributed or otherwise made available in Switzerland in
282
any way that could constitute a public offering within the meaning of the Articles 652a or 1156 of the Swiss
Code of Obligations.
Singapore
Each Manager has acknowledged that this Prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, each Manager has represented and agreed that it has not
offered or sold any Shares or caused such Shares to be made the subject of an invitation for subscription or
purchase and will not offer or sell such Shares or cause such Shares to be made the subject of an invitation
for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this
Prospectus or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of such Shares, whether directly or indirectly, to persons in Singapore other than
(i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the ‘‘SFA’’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to
Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA.
Note:
Where Shares are subscribed or purchased under Section 275 by a relevant person which is:
(i) a corporation (which is not an accredited investor) (as defined in Section 4A of the SFA) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
(ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
Shares (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred within 6 months after that corporation or that
trust has acquired the Shares pursuant to an offer made under Section 275 except:
(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law; or
(iv) as specified in Section 276(7) of the SFA.
283
Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other
professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended
to endorse or recommend a particular course of action. You should consult with an appropriate
professional for specific advice rendered on the basis of your situation.
The Shares are not being offered, distributed, sold or publicly promoted or advertised, directly or
indirectly, to, or for the account or benefit of, any person in the Dubai International Financial Centre
(‘‘DIFC’’). This Prospectus is not intended for distribution to any person in the DIFC and any such person
that receives a copy of this Prospectus should not act or rely on this Prospectus and should ignore the
same. The Dubai Financial Services Authority has not approved the Shares or the Prospectus nor taken
steps to verify the information set out in it, and has no responsibility for it.
284
PART 14
TAXATION
Overview
The statements set out below are intended only as a general guide to current UK, Mauritian and US tax
law and practice and apply only to certain categories of person. The summary does not purport to be a
complete analysis or listing of all the potential tax consequences of acquiring, holding or disposing of
Shares. Prospective subscribers or purchasers of Shares are advised to consult their own tax advisers
concerning the consequences under UK law, Mauritian law and US federal, state and local and other laws
of the acquisition, ownership and disposition of Shares.
This description of the taxation consequences is written on the basis that Essar Energy plc is and remains
solely resident in Mauritius for tax purposes and will therefore be subject to the Mauritian tax regime and
not (save in respect of any UK source income and the UK’s CFC Rules as described above in the risk
factor headed ‘‘The Company’s financial condition may be adversely affected by changes in Essar
Energy plc’s tax residence or proposed changes to the UK’s controlled foreign companies taxation rules.’’)
the UK tax regime. Dividends paid by Essar Energy plc will, on this basis, be regarded as Mauritian
dividends rather than UK dividends. Since Essar Energy plc is incorporated in England and Wales,
however, the UK stamp duty and stamp duty reserve tax regimes will be relevant to the transfer of Shares.
Prospective investors are however referred to the risk factor entitled ‘‘The Company’s financial condition may
be adversely affected by changes in Essar Energy plc’s tax residence or proposed changes to the UK’s controlled
foreign companies taxation rules’’ and should read the following paragraphs in the light of that risk factor.
If prospective investors are in any doubt as to their tax position or if they require more detailed information
than that outlined below or in the risk factor referred to above, they should consult an appropriate
professional adviser.
The following paragraphs relate to the current taxation regimes in the United Kingdom, Mauritius and the
US. In addition, under India’s income tax laws, an Indian company distributing a dividend to shareholders
is subject to a dividend tax, the current rate of which is 16.995% of the dividend paid.
1. UK Taxation
The following paragraphs are based on current UK tax legislation and published HMRC practice at the
date of this document, both of which may change, possibly with retroactive effect. The summary set forth
below is intended as a general guide for certain classes of investor and does not purport to constitute a
comprehensive analysis of the tax consequences under UK law of the acquisition, ownership and sale of
Shares. It is not intended to be, nor should it be considered, legal or tax advice. Shareholders who are in
any doubt as to their tax position, or who are subject to tax in a jurisdiction other than the UK, should
obtain their own tax advice.
Except where indicated, the summary only applies to Shareholders (a) who are resident or (in the case of
capital gains tax) ordinarily resident in (and only in) the UK for tax purposes (although it should be noted
that special rules, which are not covered, apply to such holders of Shares who are not domiciled or not
ordinarily resident in the UK) and (b) who do not hold Shares as part of or pertaining to a fixed base or
permanent establishment in Mauritius. In addition, the summary (a) only addresses the tax consequences
for Shareholders who are absolute beneficial owners of Shares and dividends paid in respect of them and
hold the Shares as capital assets (other than under an individual savings account), and does not address the
tax consequences which may be relevant to certain categories of Shareholders, for example, dealers in
securities, holders of Shares who have (or are deemed to have) acquired their Shares by virtue of an office
or employment, insurance companies and collective investment schemes and (b) does not apply to any
Shareholders who, either alone or together with one or more associated persons or companies, control
directly or indirectly at least 5% of the share capital of Essar Energy plc.
Prospective investors should consult their own professional advisers as to the consequences of the
purchase, ownership and disposition of Shares in light of their particular circumstances.
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Part 14 Taxation
Non-UK residents
An individual Shareholder who is not resident or ordinarily resident in the UK for tax purposes will not be
liable for capital gains tax on capital gains realised on the disposal of his or her Shares unless that
Shareholder carries on a trade, profession or vocation in the UK through a branch or agency in the UK
and the Shares were acquired for use by or for the purposes of, or used or held for the purposes of, the
branch or agency or used in or for the purposes of the trade, profession or vocation carried on by the
Shareholder through the branch or agency.
A corporate Shareholder which is not resident in the UK for tax purposes will not be liable for corporation
tax on capital gains realised on the disposal of its Shares unless it carries on a trade in the UK through a
permanent establishment in the UK and the Shares were acquired for use by or for the purposes of, or
used or held for the purposes of, the permanent establishment or used in or for the purposes of the trade
carried on by the corporate Shareholder through the permanent establishment.
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Part 14 Taxation
The UK Finance Act 2010 provides for, with effect from 6 April 2010, a new tax rate of 50% for taxable
income above £150,000 per annum. On and after 6 April 2010, if and to the extent that the gross dividend
received by a UK resident individual Shareholder falls above the threshold for income tax at the new 50%
rate, that individual will be subject to tax on the gross dividend at the special dividend rate of 42.5%. With
the tax credit, this will mean that such Shareholder would have to account for additional income tax on the
dividend equal to 32.5% of the gross dividend (which is also equal to 36.1% of the net dividend).
For example, a dividend of £180 will carry a tax credit of £20 and the United Kingdom income tax payable
on the dividend by an individual Shareholder who is subject to income tax at the higher rate would be
42.5% of £200, namely £85, less the tax credit of £20, leaving a net tax charge of £65.
A UK resident individual Shareholder who is not liable to income tax in respect of the gross dividend and
other UK resident taxpayers who are not liable to UK tax on dividends, including pension funds and
charities, will not be entitled to claim repayment of the UK tax credit attaching to dividends paid by Essar
Energy plc.
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Part 14 Taxation
Transfers on sale of Shares or of rights to Shares will be liable to ad valorem stamp duty normally at the
rate of 0.5% of the amount or value of the consideration given, rounded up to the nearest multiple of £5.
An exemption from stamp duty is available on an instrument transferring Shares where the amount or
value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction
effected by the instrument does not form part of a larger transaction or series of transactions for which the
aggregate consideration exceeds £1,000. A charge to SDRT, normally at the rate of 0.5% of the amount or
value of the consideration payable, arises, in the case of an unconditional agreement to transfer Shares or
rights to Shares, on the date of the agreement and, in the case of a conditional agreement, on the date the
agreement becomes unconditional. However, where an instrument of transfer is executed and duly
stamped before the expiry of a period of six years beginning with the date of that agreement (or the date
on which the agreement becomes unconditional, as the case may be), the SDRT charge is cancelled to the
extent that the SDRT has not been paid, and if any of the SDRT has been paid a claim may be made for its
repayment. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser.
Under current UK legislation where Shares are issued or transferred (a) to, or to a nominee for, a person
whose business is or includes the provision of clearance services or (b) to, or to a nominee or agent for, a
person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be
payable at the higher rate of 1.5% of the amount or value of the consideration payable or, in certain
circumstances, the value of the Shares (rounded up to the next multiple of £5 in the case of stamp duty).
This liability for stamp duty or SDRT will strictly be accountable by the depositary or clearance service
operator or their nominee, as the case may be, but will, in practice, generally be reimbursed by participants
in the clearance service or depositary receipt scheme. Transfers within the clearance service, and transfers
of depositary receipts, are then generally made free of SDRT or stamp duty. Clearance services may opt,
provided certain conditions are satisfied, for the normal rate of stamp duty or SDRT (0.5% of the amount
or value of consideration given) to apply to issues or transfers of Shares into, and to transactions within,
such services instead of the higher rate of 1.5% generally applying to an issue or transfer of Shares into the
clearance service and instead of the exemption from SDRT on transfers of Shares whilst in the service.
Following the recent European Court of Justice judgment in C-569/07 HSBC Holdings plc, Vidacos
Nominees Limited v The Commissioners of Her Majesty’s Revenue & Customs, which held that the 1.5%
SDRT charge on putting UK shares into clearance services is contrary to EU law in certain circumstances,
HMRC has confirmed that it will no longer seek to apply the 1.5% SDRT charge on the issue of shares into
a clearance service or depositary receipt system within the European Union to which a 1.5% charge would
have previously applied. The applicability of the 1.5% charge may also be affected in other circumstances.
Accordingly specific professional advice should be sought before paying the 1.5% charge. The UK Finance
Act 2010 contains anti-avoidance rules, to apply with effect from 1 October 2009, in relation to
arrangements in accordance with which shares are issued into a clearance service or depositary receipt
system within the EU and subsequently transferred to a clearance service or depositary receipt system
outside the EU.
Under the CREST system for paperless share transfers, no stamp duty or SDRT will arise on a transfer of
Shares into the system unless such a transfer is made for a consideration in money or money’s worth, in
which case a liability to SDRT (usually at a rate of 0.5%) will arise. Paperless transfers of Shares within
CREST will be liable to SDRT rather than stamp duty.
The statements in this paragraph summarise the current position and are intended as a general guide only.
Special rules apply to agreements made by, among others, intermediaries and certain categories of person
may be liable to stamp duty or SDRT at higher rates.
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Part 14 Taxation
Special rules also apply to close companies and to trustees of settlements who hold Shares, bringing them
within the charge to inheritance tax. Shareholders should consult an appropriate professional adviser if
they make a gift of any kind or transfer at less than market value or intend to hold any Shares through trust
arrangements.
Any person who is in doubt as to his or her taxation position or who is liable to taxation in any jurisdiction
other than the UK should consult his or her own professional adviser.
2. Mauritian Taxation
The following paragraphs are based on current Mauritian tax legislation and published Practice Notes
(‘‘PNs’’) issued by the Mauritius Revenue Authority at the date of this document, both of which may
change. The summary set forth below is intended as a general guide for certain classes of investor and does
not purport to constitute a comprehensive analysis of the tax consequences under Mauritian law of the
acquisition, ownership and sale of Shares. It is not intended to be, nor should it be considered, legal or tax
advice. Shareholders who are in any doubt as to their tax position, or who are subject to tax in a jurisdiction
other than Mauritius, should obtain their own tax advice.
Prospective investors should consult their own professional advisers as to the consequences of the
purchase, ownership and disposition of Shares in light of their particular circumstances.
Taxation of dividends
Dividend payments may be made without withholding or deduction for or on account of Mauritian income
tax, provided that the dividend is paid out of the retained earnings of Essar Energy plc after having made
good any accumulated losses at the beginning of the accounting period.
The dividend distribution should be approved by the Board of Directors and should be in either cash or
shares.
Transfer taxes
As Essar Energy plc is incorporated in the UK, any issues of, transfers of or agreements to transfer Shares
or interests in or in respect of Shares are outside the scope of Mauritian transfer taxes. In Mauritius,
transfer taxes under the Land (Duties and Taxes) Act only apply if the underlying company owns freehold
property or leasehold rights in lands in Mauritius which are owned by the state of Mauritius
(‘‘State Lands’’). It is not anticipated that any tax would be due under either the Land (Duties and Taxes) Act
or the Registration Duty Act as Essar Energy plc is not expected to own any freehold property or any
leasehold rights in State Lands in Mauritius.
Any person who is in doubt as to his or her taxation position or who is liable to taxation in any jurisdiction
other than Mauritius should consult his or her own professional adviser.
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Part 14 Taxation
Shares in the Offer at the Offer Price, hold the Shares as capital assets and use the US dollar as functional
currency. It does not address the tax treatment of investors subject to special rules, such as banks,
tax-exempt entities, regulated investment companies, real estate investment trusts, persons that received
Shares as compensation for the performance of services, insurance companies, dealers, traders in securities
that elect to mark to market treatment, investors liable for alternative minimum tax, US expatriates,
investors that directly, indirectly or constructively own 10% or more of the Company’s voting stock,
investors that are resident or ordinarily resident outside the US or hold their shares through a permanent
establishment outside of the United States or investors that hold Shares as part of a straddle, hedging,
conversion or other integrated transaction. It also does not address US state and local tax considerations.
THE STATEMENTS ABOUT US FEDERAL INCOME TAX CONSIDERATIONS ARE MADE TO
SUPPORT THE MARKETING OF THE OFFER. NO TAXPAYER CAN RELY ON THEM TO AVOID TAX
PENALTIES. EACH PROSPECTIVE PURCHASER SHOULD SEEK ADVICE FROM AN
INDEPENDENT TAX ADVISOR ABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR
CIRCUMSTANCES OF INVESTING IN THE OFFER UNDER THE LAWS OF MAURITIUS, THE
UNITED KINGDOM, THE UNITED STATES AND ITS CONSTITUENT JURISDICTIONS, AND ANY
OTHER JURISDICTIONS WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION.
As used here, a ‘‘US Holder’’ means a beneficial owner of the Company’s Shares that is for US federal
income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation or other
business entity treated as a corporation created or organised under the laws of the United States or its
political subdivisions, (iii) an estate the income of which is subject to US federal income tax without regard
to its source or (iv) a trust subject to the control of one or more US persons and the primary supervision of
a US court.
The US federal income tax treatment of a partner in a partnership that holds Shares will depend on the
status of the partner and the activities of the partnership. Prospective purchasers that are partnerships
should consult their tax advisors concerning the US federal income tax consequences to their partners of
the acquisition, ownership and disposition of Shares.
The Company believes, and the following discussion assumes, that the Company is not currently and does
not expect to become a passive foreign investment company (‘‘PFIC’’) for US federal income tax purposes.
US Holders should note that the discussion above entitled ‘‘UK Taxation’’ in this Part 14 is also relevant.
See in particular the discussion entitled ‘‘Stamp duty and stamp duty reserve tax (‘‘SDRT’’)’’.
3.1 Dividends
Distributions on Shares will be ordinary income from foreign sources. The dividends will not be eligible for
the dividends-received deduction available to US corporations. Dividends received by eligible
non-corporate US holders in tax years beginning before 2011, however, should be taxed at the preferential
rate allowed for qualified dividend income if the Shares are regularly traded on the London Stock
Exchange and the Holder meets certain holding period requirements.
Dividends paid in foreign currency will be included in income in a US dollar amount based on the
exchange rate in effect on the date of receipt of the dividend, whether or not the currency is converted into
US dollars at that time. A US Holder’s tax basis in the foreign currency will equal the US dollar amount
included in income. Any gain or loss on a subsequent conversion or other disposition of the foreign
currency for a different US dollar amount will be US source ordinary income or loss.
3.2 Dispositions
A US Holder generally will recognise capital gain or loss on the sale or other disposition of Shares equal to
the difference between the US dollar value of the amount realised and the US Holder’s tax basis in the
Shares. A US Holder’s tax basis in the Shares will generally be the US dollar cost of the shares. Any gain or
loss generally will be treated as arising from US sources. The gain or loss will be long-term capital gain or
loss if the holder held Shares for more than one year. Deductions for capital loss are subject to limitations.
A US Holder that receives foreign currency on the sale or other disposition of the Shares will realise an
amount equal to the US dollar value of the foreign currency on the date of sale or other disposition (or in
the case of cash basis and electing accrual basis taxpayers, the settlement date). A US Holder will
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Part 14 Taxation
recognise currency gain or loss if the US dollar value of the currency received at the spot rate on the
settlement date differs from the amount realised. A US Holder will have a tax basis in the foreign currency
received equal to its value at the spot rate on the settlement date. Any currency gain or loss realised on the
settlement date or on a subsequent conversion of the foreign currency into US dollars will be US source
ordinary income or loss.
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PART 15
RELATIONSHIP WITH THE ESSAR GROUP
1. Relationship with the Controlling Shareholder
Prior to Admission, Essar Energy plc was a wholly-owned subsidiary of Essar Global. Essar Global also
owned the companies comprising the power and the oil and gas businesses that have been transferred to
Essar Energy plc pursuant to the Pre-IPO Reorganisation described further in paragraph 3 of Part 16
‘‘Additional Information’’.
Immediately following Admission, Essar Global will own approximately 76.74% of the issued shares of
Essar Energy plc assuming no exercise of the Over-allotment Option and 75.00%. assuming the
Over-allotment Option is exercised in full. Essar Global will be a controlling shareholder of, and a related
party to, Essar Energy plc for the purposes of the UKLA Listing Rules. Essar Global is the ultimate parent
company of the Company throughout the historical financial period. The ultimate shareholders of Essar
Global are the Virgo Trust and the Triton Trust, discretionary trusts, whose beneficiaries include, among
others, companies whose 100% shareholders are Mr Ravi Ruia and Mr Prashant Ruia.
Essar Energy plc and Essar Global have entered into a relationship agreement, the principal purpose of
which is to ensure that following Admission, the Company is capable of carrying on its business
independently of Essar Global and its Associates (as defined in the relationship agreement) and that
transactions and relationships with the Essar Group and its Associates (as defined in the relationship
agreement) are at arm’s length and on normal commercial terms. See paragraph 13.2 of Part 16
‘‘Additional Information—Material Contracts’’ for further details.
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Power Business
EPCs for Phase I and Phase II Power Projects
The power business benefits from its relationship to Essar Affiliated Companies in accessing project
implementation expertise, including engineering, construction, procurement and project management
expertise.
In relation to the implementation of the Phase I Power Projects, various members of Essar Energy plc’s
group have contracted with: (i) Global Supplies (for offshore supply of goods and services); (ii) Essar
Projects (for onshore supply of goods and services, onshore construction services); (iii) Essar Engineering
(for onshore engineering services); (iv) Essar Logistics (for onshore and offshore transportation services);
and (v) Essar Project Management (for project management services). In addition, Essar Power Transco
has also entered into an onshore turnkey contract with Essar Projects for the construction of the
transmission system for Essar Power MP Mahan power project.
In relation to the implementation of the Phase II Power Projects Essar Power Gujarat, Essar Power MP,
Essar Power Salaya and Essar Power Jharkhand have each entered into: (i) an offshore supply contract
with Global Supplies; (ii) offshore and onshore transport contracts with Essar Logistics; (iii) an onshore
supply contract and an onshore construction contract with Essar Projects; and (iv) an onshore engineering
contract with Essar Engineering.
Under the terms of each of the above contracts, the Essar Affiliated Companies which are parties to the
contracts are required to provide performance guarantees to the respective members of Essar Energy plc’s
group.
The terms of the contracts for the construction and supply of goods and services for each of the relevant
Phase I and Phase II Power Projects with Essar Affiliated Companies are summarised in paragraph 14,
Part 16 ‘‘Additional Information—Material contracts’’.
Essar Power Overseas Limited has entered into an offshore supply contract with Global Supplies for the
supply of certain goods and equipment for a thermal power project. The terms of this contract are
summarised in paragraph 13, Part 16 ‘‘Additional Information—Material Contracts’’.
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In connection with the Phase I Power Projects, the Company entered into the following contracts with
Essar Affiliated Companies:
• On 24 August 2007 Essar Power MP entered into two PPAs with Essar Steel and Essar Steel Hazira
for the supply of power from the Essar Power MP-Mahan project for a period of 25 years (from the
date which commercial operations of the plant commence). Essar Power MP has also issued
performance guarantees in favour of Essar Steel and Essar Steel Hazira in respect of its performance
under the PPAs.
• On 10 March 2010 Essar Power Hazira entered into a PPA with Essar Steel Hazira for the supply of
power from the Essar Power Hazira-Hazira project for a period of 25 years from the commercial
operations date in relation to the contracted capacity.
• On 11 November 2009 Essar Power Orissa entered into two PPAs with Essar Steel Orissa Limited for
the supply of power from the Essar Power Orissa-Paradip project for a period of 25 years from the
date on which commercial operations of each unit of the project commence.
• On 18 May 2009 Vadinar Power entered into a PPA with Essar Steel Hazira for the supply of power
from Phase II of the Vadinar Power Plant Expansion project for a period of 25 years from the date on
which commercial operations of the plant commence, which is expected to be 30 September 2011 for
Phase IIA.
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• Vadinar Power has entered into a fuel supply agreement with Essar Steel Hazira and Essar Oil for the
Vadinar power plant expansion project, which provides for Essar Oil to supply the fuel and water for
this plant with Essar Steel bearing the costs for its share of the power offtake. The agreement is for a
period of 15 years from the date of commencement of the fuel supply.
• Under the terms of the two PPAs entered by Essar Power Orissa with Essar Steel Orissa, Essar Steel
Orissa has an obligation to provide fuel and water for the power plant (including transport to the
plant).
• Essar Steel Hazira has agreed to supply fuel and water for the Essar Power Hazira-Hazira Project for
the generation of the power that Essar Steel Hazira has committed to take pursuant to its PPA with
Essar Power Hazira.
In connection with the Phase II Power Projects:
• Essar Power Gujarat has entered into (i) a 25-year coal supply agreement (from the date commercial
operations of the Essar Power Gujarat-Salaya II project commence) with Essar Shipping and as
amended on 6 April 2010 Logistics; (ii) a 25-year coal affreightment agreement (from 15 January
2013) with Essar Shipping and Logistics to transport coal from South Africa and Indonesia to the
Salaya port; and (iii) a 20-year coal handling agreement (from 3 April 2010) with Essar Bulk Terminal
for the handling of coal and use of certain terminal and transport facilities at the Salaya port for the
Essar Power Gujarat-Salaya II project.
Other arrangements
Operations and maintenance agreement with Essar Steel
Essar Power has agreed to provide operations and maintenance services to Essar Steel for the 25MW
power plant of Essar Steel located at Visakhapatnam for a term of 15 years from the date Essar Power
took over operation of the plant, which occurred on 1 July 2006. The contract is in the ordinary course of
the Company’s business.
Leases
Essar Power Orissa has agreed to lease the site of the Essar Power Orissa-Paradip power plant from Essar
Steel Orissa. The lease deed is required to be entered into within six months of 11 November 2009, for a
period of 90 years and the rent payable by Essar Power Orissa Limited is to be determined by the parties at
the time of execution of the lease, when the land is acquired by Essar Steel Orissa. Pursuant to an
amendment agreement dated 20 March 2010, certain additional terms in this regard have been agreed
between Essar Steel Orissa and Essar Power Orissa. Essar Steel Orissa is expected to be granted the land
on lease of 90 years by an agency of the Government of Orissa on completion of certain land acquisition
procedures, and is consequently expected to sub-lease 100 acres of land (estimated to be required to set up
the Essar Power Orissa-Paradip power plant) to Essar Power Orissa. The cost to Essar Steel Orissa for
acquiring the requisite 100 acres is estimated at Rs. 222.8 million (US$4.8 million), and the amendment
agreement provides that Essar Power Orissa must deposit Rs. 160 million (US$3.43 million) with Essar
Steel Orissa towards this cost. Essar Power Orissa will also be required to pay Rs. 1.99 million
(US$0.04 million) per annum to the relevant Government of Orissa agency which leases the land to Essar
Steel Orissa towards ground rent (at 1% of the land cost) and land-cess (at 0.75% of the land cost) once
the sub-lease is executed. Essar Power Hazira is also expected to lease land from an Essar Affiliated
Company for the purposes of the construction of the Essar Power Hazira-Hazira power plant.
Essar Steel Algoma leases part of the site of the Ontario Steel Plant to Essar Power (Canada) for the site
of its power plant operations. The lease deed is effective from 13 June 2009 for a period of 20 years with an
option to extend this for further 30 year period by mutual agreement of the parties. Essar Power (Canada)
pays a nominal rent of US$1 per annum, together with a contribution to real property taxes of Essar Steel
Algoma of US$400,000 per annum.
Performance guarantees
Essar Investments has provided a performance related guarantee in relation to the Essar Power Gujarat-
Salaya power project. The guarantee has been provided to Union Bank of India to secure bank guarantees
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given by Union Bank of India on behalf of Essar Power Gujarat to GUVNL for a total amount of
Rs. 750 million (US$16.06 million). The bank guarantees provided by Union Bank of India to GUVNL
were required in consideration for GUVNL executing the PPA with Essar Power Gujarat for the sale of
power from the Essar Power Gujarat-Salaya power project.
EPCG Scheme
The Government of India operates the EPCG Scheme which provides that importers can benefit from
reduced duties on the import of capital goods provided that they fulfil an export obligation to export a
prescribed amount of their goods manufactured or services rendered (such amount being a multiple of the
duty saved) within a specified period. Export obligations can be fulfilled by the direct export of goods or
services outside India, or by way of ‘‘deemed exports’’, which are transactions deemed to be exports. In
addition, a proportion of the export obligation can also be satisfied by exports by ‘‘group companies’’ as
defined under the EPCG Scheme. The precise terms of the obligations are stipulated in the license issued
to the importer under the EPCG Scheme and under applicable law.
Certain members of Essar Energy plc’s group benefit from a reduced rate of customs duty on their imports
under the EPCG Scheme, and consequently have export obligations to fulfill. Pursuant to the EPCG
licences issued to them, VPCL, Essar Power Gujarat and Essar Power MP will save an aggregate amount
of customs duty of up to Rs. 11.71 billion (US$250.80 million) under the EPCG Scheme. In the event that
these companies do not meet their export obligations, they will have a customs duty exposure (together
with interest on the duty), the amount of which will be dependent upon the actual duty saved under the
EPCG Scheme and the extent of the shortfall in their export obligations. By way of example, the Company
estimates that at least 141 MW is required to be sold to the Essar Steel Group from the Essar Power MP
Mahan project for a period of 10 years from the date of the PPA to comply with certain of its export
obligations under the EPCG Scheme.
Essar Steel has provided certain corporate guarantees in favour of the President of India through the
Assistant Commissioner of Customs, Jamnagar in relation to the satisfaction of the Company’s EPCG
Scheme export obligations. The guarantees require Essar Steel to pay (on demand) the amount mentioned
in the guarantees in the event of any non-compliance by the Company of notification conditions under the
EPCG Scheme, or the non-fulfilment by the Company of its power supply obligations. The total amount
guaranteed by Essar Steel is included in the aggregate disclosure of guarantees received by the Company
set out in the Company’s historical financial information, note 25 in Part 11 ‘‘Financial Information’’.
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Petroleum handling
The Company has a petroleum handling agreement with VOTL, an Essar Affiliated Company, expiring on
31 March 2014. Pursuant to this agreement, VOTL provides services for the receipt, handling, storage and
dispatch of the Company’s crude oil and intermediate and refined petroleum products. Under the
agreement, Essar Oil is required to pay VOTL a monthly charge calculated on the basis of the higher of
the actual quantity of crude oil and petroleum products handled or the minimum quantity stipulated in the
agreement. Further, under the terms of the agreement, Essar Oil supplies all utilities to VOTL, including
power, water and steam, at no additional cost. The contract is in the ordinary course of the Company’s
business.
Leases
Essar Oil leases the site of the Vadinar port terminal operations to VOTL, being 1,003.57 hectares. The
lease runs from 19 December 2005 for a period of 30 years and is renewable by VOTL for a further 30 year
period. VOTL pays Rs. 2,500 (US$53.56) per annum per hectare for the land and can only assign the lease
or sub-let the land with Essar Oil’s permission. VOTL has the right to mortgage its leasehold interest in
the land as security for the funding of the construction of the port terminal (no mortgage has yet been
created).
Essar Oil leases 25.72 hectares of land to Vadinar Properties Limited, an Essar Affiliated Company, for the
site of a township. The lease runs until April 2026. Vadinar Properties has the right to mortgage its
leasehold interest in the land to its lenders (no mortgage has yet been created). The amount receivable by
the Company in respect of this lease is Rs.100,000 (US$2,142) per annum.
Essar Oil also leases certain properties comprising a residential township and transit accommodation
facilities from Vadinar Properties, which are used as accommodation for Essar Oil’s employees and guests.
The lease runs until April 2027, and may be extended by mutual agreement. Essar Oil pays an annual fixed
charge calculated by reference to a formula based on Vadinar Properties’ total outstanding debt obligations
incurred in connection with the construction of the facilities and a variable charge based on operation and
maintenance expenses incurred by Vadinar Properties in respect of the facilities.
EOVL has entered into an agreement to lease township facilities from Vadinar Properties for the purpose
of housing its employees. The lease is required to be entered into by September 2012 and EOVL has paid
an advance of Rs. 60 million (US$1.3 million) as of December 2009 for the lease.
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The aggregate amounts payable and receivable in respect of the Company’s real estate leases for the year
ended 31 December 2009 have been disclosed in the Company’s consolidated financial statements, note 25
in Part 11 ‘‘Financial Information’’.
Financing
Members of Essar Energy plc’s group have loan facilities from Essar Affiliated Companies. These facilities
are summarised in Part 9 ‘‘Operating and Financial Review’’ and the total amount outstanding under these
facilities is set out in the Company’s historical financial information, note 25 in Part 11 ‘‘Financial
Information’’.
Performance guarantees
Essar Global has provided financial and performance guarantees to the Government of India in respect of
EEH’s obligations under the production sharing contracts for the Assam Blocks, including a commitment
to make available financial, technical and other resources required by EEH to carry out its obligations
under the production sharing contracts, guaranteeing due and punctual compliance of the obligations by
EEH, and guaranteeing satisfaction of EEH’s obligations under the PSC in the event a failure of EEH to
fulfil the same under the PSC.
Other related party contracts relating to both of the oil and gas and power businesses of the Company
Corporate guarantees
Essar Affiliated Companies provided guarantees of the Company’s obligations under external loan
facilities and equipment lease finance facilities to third parties. The guarantees subsist until the guaranteed
obligations under the relevant loan facility have been discharged. The relevant guarantor is not entitled to
receive any security or commission for providing the guarantee, or to transfer or assign its obligations
under the guarantee.
The outstanding amount of the Company’s indebtedness secured by guarantees provided by the Essar
Group is disclosed in the Company’s historical financial information, note 25 in Part 11 ‘‘Financial
Information’’ and further details of these guarantees are provided in Part 9 ‘‘Operating and Financial
Review’’.
Certain members of Essar Energy plc’s group also provide guarantees on behalf of Essar Affiliated
Companies. The amounts guaranteed by the Company are disclosed in the Company’s historical financial
information, note 25 in Part 11 ‘‘Financial Information’’ and further details of these guarantees are
provided in Part 9 ‘‘Operating and Financial Review’’.
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Shared services
The Company leases office space from certain Essar Affiliated Companies in various locations in India for
marketing and corporate services for the oil and gas and power businesses, and for general administrative
services provided to the Vadinar refinery. The leases are on arm’s length terms.
The Company receives certain services from Essar Affiliated Companies relating to: (i) accommodation;
(ii) telecommunications infrastructure and internet connections; (iii) travel and related services;
(iv) provision of foreign exchange and treasury functions; (v) management consultancy services including
technical and advisory services; (vi) maintenance of greenbelt in respect of the Vadinar refinery;
(vii) business centre facilities; (viii) managerial support and corporate functions including financial advice,
legal advice, and advice on matters related to corporate governance, environmental management, risk and
insurance, management and taxation; (ix) aircraft usage and related services including management and
maintenance services for aviation related activities, technical services and ground handling services;
(x) information technology services including consulting, application, infrastructure and integration
management of IT applications; (xi) payroll processing; (xii) purchasing of supplies and equipment; and
(xiii) scoping services for engineering works.
All such services are provided by the Essar Group to the Company on arm’s length terms and documented.
The services are generally provided for a period of between three and seven years, terminable by either
party on 30 to 180 days’ notice. Some of the agreements provide for a further extension of three years by
mutual consent of the parties.
Insurance
Members of the Essar Energy plc’s group also obtain insurance under the same master polices as Essar
Affiliated Companies. The combined insurance policies have been obtained in respect of: (i) all risks
relating to the Vadinar refinery (including, for example, business interruption, machinery breakdown,
property damage and loss of profit caused by machinery breakdown); (ii) terrorism; (iii) public liability;
(iv) expansion; and (v) all risks relating to marine and construction (covering the value of goods
transported by ocean, air, rail and road to the relevant project site and the erection of equipment on the
relevant project site). Members of Essar Energy plc’s group each pay a stipulated premium to the third
party insurer and are then covered by such master Essar Group policies. Claims under the policies are
handled centrally by the Essar Group’s centralised insurance function.
Intellectual Property
Certain members of Essar Energy plc’s group have been granted the right to use the ‘Essar’ name for the
purposes of their corporate identities and for operating their businesses worldwide.
The terms of each of the IP licence agreements referred to above are summarised in paragraph 13.8 of
Part 16 ‘‘Additional Information—Material contracts’’.
Other
Directors and senior management/conflicts of interest
Certain directors of Essar Energy plc’s group companies are also directors of Essar Affiliated Companies.
In order to take advantage of certain benefits given to companies under the same management pursuant to
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the EPCG Scheme, directors of Essar Power MP and Essar Power Gujarat are also directors of of Essar
Steel Group companies. This arrangement is expected to continue after Admission.
In addition, certain directors of Essar Affiliated Companies (including of Essar Global) are also directors
of Essar Energy plc’s group companies (including of Essar Energy plc). The directors believe that after
Admission, this arrangement will allow the Company to benefit from the expertise of the Essar Group’s
management team and enable it to leverage its relationship with the Essar Group in order to operate on
efficient and competitive terms. Please refer to Part 8 ‘‘Directors, Senior Management and Corporate
Governance’’ for further details of Essar Energy plc’s directors and their relationships with Essar Affiliated
Companies. Please also refer to paragraph 4 of Part 16 ‘‘Additional Information’’ for details of Essar
Energy plc’s articles of association governing the appointment, removal and permitted interests of
Directors of Essar Energy plc’s and paragraph 13.2 of the same Part for details of the relationship
agreement which Essar Energy plc’s has entered into with Essar Global to ensure that it can carry on its
business independently of the Essar Group.
In respect of directors who sit on the boards of both the Company’s Indian operating companies and
certain Essar Affiliated Companies, Indian law provides various protection measures to preserve the
independence of the boards of directors of such companies and to manage potential conflicts of interest.
Broadly, these include the following: (i) governmental approval is required for the giving or receiving of
loans, guarantees or security between a company (or its parent company) and its directors; (ii) board
approval and, in cases where a company’s share capital exceeds Rs. 10 million (US$0.21 million)
governmental approval is required for a company to enter into contracts for the sale of goods or services
with its directors (unless for market value); (iii) prior disclosure of a director’s interest in contracts and
arrangements of a company is required (directors holding more than 2% of the share capital of a company
are considered to be interested); (iv) directors cannot vote in board meetings or count in the quorum for
board meetings discussing any contract or arrangement of the company in which they are interested;
(v) shareholder and governmental approval is required for the remuneration of directors to exceed certain
thresholds; and (vi) one third of a listed company’s board must be made up of independent directors for
the purpose of enforcing good corporate governance and managing conflicts of interest.
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PART 16
ADDITIONAL INFORMATION
1. Responsibility
The Directors, whose names appear on page 154, and Essar Energy plc accept responsibility for the
information contained in this document. To the best of the knowledge and belief of the Directors and Essar
Energy plc (each of whom has taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and contains no omissions likely to affect its
import.
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the ordinary share capital of Essar Energy plc in issue immediately following completion of the Offer
and expiring (unless previously revoked, varied or renewed) at the conclusion of the next annual
general meeting of Essar Energy plc, save that Essar Energy plc may before such expiry make an
offer or agreement which would or might require relevant securities to be allotted after such expiry
and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the
authority had not expired;
(c) the Directors were empowered to allot equity securities (within the meaning of Section 560(1) of the
Companies Act) for cash, pursuant to the general authorities described in the sub-paragraphs above
in substitution for all prior powers conferred upon the Board but without prejudice to any allotments
made pursuant to the terms of such powers, as if section 561(1) of the Companies Act did not apply
to any such allotment, such power being limited to:
(i) the allotment of up to an aggregate nominal amount of £15,151,515.10 pursuant to the Offer or
otherwise prior to Admission;
(ii) the allotment of up to an aggregate nominal amount of £1,515,151.45 before and/or after
Admission pursuant to the Over-allotment Option;
(iii) the allotment of equity securities in connection with an issue in favour of holders of shares in
the capital of Essar Energy plc in proportion (as nearly as may be) to their existing holdings of
shares but subject to such exclusions or other arrangements as the Directors deem necessary or
expedient in relation to fractional entitlements or any legal or practical problems under the
laws of any territory, or the requirements of any regulatory body or stock exchange; and
(iv) the allotment of equity securities for cash (otherwise than as described in sub-paragraphs (i) to
(iii) above) up to an aggregate amount equal to 5% of the issued and unconditionally allotted
share capital of Essar Energy plc immediately following completion of the Offer,
provided always that such power expires (unless previously revoked, varied or renewed) at the
conclusion of the next annual general meeting of Essar Energy plc, save that the Company may
before the end of such period make an offer or agreement which would or might require equity
securities to be allotted after expiry of this authority and the Directors may allot equity securities in
pursuance of such an offer or agreement as if this power had not expired;
(d) conditional upon Admission, the Directors were authorised to make market purchases of Shares,
subject to the following conditions:
(i) the maximum number of Shares authorised to be purchased may not be more than 130,303,030;
(ii) the minimum price which may be paid for a Share is 5 pence, being the nominal value of each
Share;
(iii) the maximum price which may be paid for each Share shall be the higher of: (x) an amount
equal to 105%. of the average of the middle market quotations of a Share as derived from the
London Stock Exchange Daily Official List for the five business days immediately preceding
the day on which the Share is contracted to be purchased; and (y) an amount equal to the
higher of the price of the last independent trade of a Share and the highest current
independent bid for a Share as derived from the London Stock Exchange Trading System
(SETS);
(iv) the authority shall expire at the conclusion of the next annual general meeting of Essar Energy
plc; and
(v) a contract to purchase shares under this authority may be made prior to the expiry of this
authority, and concluded in whole or in part after expiry of this authority.
2.7 Immediately prior to the publication of this document, the issued share capital of Essar Energy plc
was £50,000,000, comprising 1,000,000,000 shares of 5 pence each (all of which were fully paid or
credited as fully paid).
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Group Structure
Controlling Shareholder of Essar Energy plc
Immediately following Admission, Essar Global will own 76.74% of the issued ordinary share capital of
Essar Energy plc assuming no exercise of the Over-allotment Option and 75.00% assuming the
Over-allotment Option is exercised in full. Accordingly, Essar Global will continue to control Essar
Energy plc and its subsidiaries having interests in the power business and the oil and gas business. Essar
Global has pledged the shares it owns in Essar Energy plc, and any future shares (whether in the ordinary
equity share capital or otherwise) issued to it by Essar Energy plc, for the purposes of securing various
financing facilities of the Essar Group. For further details of the terms of this pledge of shares, please refer
to paragraph 13.4 of Part 16 ‘‘Additional Information—Material Contracts’’.
Minority Interests held by Essar Affiliated Companies and third parties in the Group
Certain minority interests in members of Essar Energy plc’s group are held by Essar Affiliated Companies
and other third parties. These minority interests are shown in the structure chart below entitled ‘‘The
Company’s Corporate Structure as at Admission’’.
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Power Business
In relation to the Company’s interests in the power business, an aggregate of 74% of the issued equity
share capital of Essar Power is held by EPH directly, and through its wholly-owned subsidiary Hazira Steel
2, and the remaining 26% is held by Essar Steel, an Essar Affiliated Company. Essar Steel has entered into
a share purchase agreement with EPH pursuant to which Essar Steel has agreed, subject to applicable law
and subject to the satisfaction of certain conditions precedent, to sell its entire shareholding in Essar Power
to EPH for Rs. 4.4 billion (US$94.3 million). One of the conditions precedent is that EPH provide Essar
Steel with an indemnity towards reimbursement of any cross subsidy surcharge payable by Essar Steel
under applicable law as a result of the transfer of its shareholding in Essar Power. However, this condition
precedent may be waived by Essar Steel at its discretion. The other conditions precedent to completion
may be waived by EPH at its discretion. Pending completion of such sale, Essar Steel has agreed that the
exercise of its voting rights in respect of its shares in Essar Power, in relation to certain specified matters,
shall be subject to the prior approval of EPH. The long stop date for completion of the sale under the
share purchase agreement is 30 September 2011. On completion of the share purchase agreement, the
Company will own 100% of the shares of Essar Power. Further details of the share purchase agreement are
summarised in paragraph 13.4 of Part 16 ‘‘Additional Information—Material Contracts’’.
EPH currently holds 96.54% of the economic interest in Essar Power through a combination of its equity
interest and its holding of compulsorily convertible preference shares in Essar Power (CCPS) which carry a
fixed cumulative coupon rate of 0.01% per annum. EPH has been issued 1,086,399,901 CCPS as at
Admission. EPH is entitled to convert the CCPS at any time after a period of 6 months, and up to a period
of 10 years, from the date of their respective allotments. The remainder of the economic interest in Essar
Power (3.46%) is currently held by Essar Steel through its equity interest and is proposed to be purchased
under the share purchase agreement with EPH as described above. As at Admission, 563,058,376 CCPS
are freely convertible into equity shares of Essar Power and the remaining 523,341,525 CCPS can be
converted in September and October 2010. The total equity shareholding of EPH (on a fully diluted basis)
in Essar Power, following conversion of all CCPS currently in issue, will be 96.54%. After the expiry of
10 years from the date of allotment of the CCPS, each CCPS is compulsorily convertible into equity shares
of Essar Power.
A third party, the India Infrastructure Fund, acting through IDFC Trustee Company Limited (IIF) holds
cumulative redeemable optionally convertible preference shares (the Preference Shares) in Essar Power,
carrying a fixed coupon rate per annum plus a return per annum based on the valuation of Essar Power at
the time of an Initial Public Offering of Essar Power (as defined in the investment agreement between IIF
and Essar Power, Essar Global, EPH and certain subsidiaries of Essar Power, the terms and conditions of
which are summarised in paragraph 13.5 of Part 16 ‘‘Additional Information—Material Contracts’’). IIF
has the right to convert the Preference Shares into equity shares in the capital of Essar Power in the event
that Essar Power undertakes an initial public offering prior to 18 March 2016. The percentage of equity
shares arising on the conversion of the Preference Shares is linked to the valuation of Essar Power at the
time of the initial public offering. IIF also holds warrants in Essar Power, entitling IIF to subscribe to the
equivalent of Rs. 700 million (US$15.0 million) worth of equity shares in Essar Power at any time prior to
an initial public offering of Essar Power at an exercise price calculated in accordance with the terms of the
investment agreement.
In addition, pursuant to the Indian Government’s captive power policies, Essar Steel and other Essar
Affiliated Companies are required to maintain a minimum equity interest in certain subsidiaries of the
Company which are, or will become, their captive power providers, in order to enter into power off-take
agreements with those subsidiaries. Accordingly, as at Admission, 26% of the issued equity share capital
(on a fully diluted basis) of Bhander Power and Essar Power Orissa is held by Essar Steel and other Essar
Affiliated Companies, with Essar Power holding the remaining 74% equity interest in these entities.
Following Admission, it is intended that Essar Power will maintain its equity interest of 74% in these
entities but will increase its economic interest in Essar Power Orissa from 74% to approximately 98.28%
(on a fully diluted basis) by way of the issue by Essar Power Orissa of participating preference shares to
Essar Power. Essar Power will have the right (at its sole discretion) to convert such participating preference
shares into equity shares of Essar Power Orissa at any time after a period of 6 months from the date of
their allotment and these shares will be compulsorily convertible 20 years from the date of their allotment.
In addition Essar Power, Essar Steel and Essar Steel Hazira have entered into an agreement in relation to
the shares of Essar Power MP, pursuant to which Essar Steel and Essar Steel Hazira must acquire 26% of
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the issued equity share capital of Essar Power MP with Essar Power holding the remaining 74% equity
interest, in the event Essar Power MP becomes a captive power provider to Essar Steel and Essar Steel
Hazira. This equity percentage ratio shall be maintained throughout the term of the agreement. In the
event of a dilution of its equity shareholding in Essar Power MP to 74%, Essar Power intends to increase
its economic interest in Essar Power MP to approximately 99.79% by way of subscribing for participating
preference shares in Essar Power MP. Essar Power will have the right (at its sole discretion) to convert such
participating preference shares into equity shares of Essar Power MP at any time after a period of
6 months from the date of their allotment and these participating preference shares will be compulsorily
convertible 20 years from the date of their allotment. Further details of this agreement are summarised at
paragraph 13.4 of Part 16 ‘‘Additional Information’’.
In addition it is also intended that the Essar Steel Group will acquire 26% of the issued equity share capital
of Essar Power Hazira and 5% of the issued equity share capital of VPCL in the event these companies
become captive power providers to the Essar Steel Group. Upon dilution of its equity shareholding in
Essar Power Hazira to 74%, and in VPCL to 95%, the Company intends to increase its economic interest
in Essar Power Hazira to approximately 99.11% and in VPCL to approximately 97.92% by way of
subscribing to participating preference shares in Essar Power Hazira and VPCL. The Company will have
the right (at its sole discretion) to convert such participating preference shares into equity shares of Essar
Power Hazira and VPCL (as applicable) at any time after a period of 6 months from the date of their
allotment and these shares will be compulsorily convertible 20 years from the date of their allotment. In
addition to the above minority interests, 50% of the issued equity share capital of Mahan Coal is held by
EPH, indirectly through Essar Power, and the remaining 50% is held by Hindalco Industries Limited, a
third party. A summary of the terms of the joint venture agreement in respect of Mahan Coal is provide at
paragraph 13 of Part 16 ‘‘Additional Information’’. Further, Essar Power holds optionally convertible and
reedemable preference shares in Neptune Holding Company (OCRPs), which, at Admission are
convertible (at Essar Power’s sole discretion) to approximately 79% of the issued equity share capital of
Neptune Holding Company, which in turn holds an equity stake of just under 50% of Neptune Limited.
306
Reserve Bank of India for creation of the pledge and the existing pledge given by Essar Shipping and Essar
Investments would remain in place.
EEH and Vadinar Oil are not entitled to exercise voting rights in respect of the GDS currently held by
them. The voting rights of the GDS are only exercisable by the depositary on the instructions of the board
of directors of Essar Oil. As at Admission, the Group would have a direct equity and voting interest of
86.39% in Essar Oil, if all the GDS held by EEH and Vadinar Oil at Admission were converted. Under
applicable Indian laws and regulations, the acquisition of the equity shares underlying the GDS by EEH
and/or Vadinar Oil would result in them having to make a mandatory open offer to the public shareholders
of Essar Oil if they acquire more than 5% of the equity shares of Essar Oil in any given financial year, as a
result of the conversion of the GDS at any time when their aggregate equity shareholding is between 15%
and 55% of the issued equity share capital of Essar Oil, or if they acquire any equity shares as a result of
the conversion of the GDS at any time when their aggregate equity shareholding is more than 55% of the
issued equity share capital of Essar Oil. In addition, EEH and Vadinar Oil would also be under an
obligation to disclose the acquisition of further equity shares in Essar Oil every time they convert GDS if
the conversion results in the increase of their shareholding in Essar Oil by more than 2% or is in excess of
certain other thresholds prescribed under applicable law. If required to make a mandatory open offer, the
Company would be required to acquire any shares tendered by the public shareholders of Essar Oil for a
minimum consideration to be determined in accordance with Indian law (which is linked to the market
price of the shares of Essar Oil). In order to retain its listing, Essar Oil is required to maintain a 10% free
float public shareholding. Accordingly, in the event that the mandatory open offer results in the Company’s
holding of Essar Oil shares exceeding 90%, the Company would be required to divest a certain number of
these shares so that Essar Oil could continue to comply with the 10% minimum public shareholding
requirement. In the event of continuing non-compliance with the minimum public shareholding
requirement, the shares of Essar Oil could be compulsorily delisted from the Bombay Stock Exchange and
the National Stock Exchange.
In order to enable Essar Energy plc to consolidate its holdings in the oil and gas business further, EEH has
also entered into a call option agreement in respect of 3.02% of the issued equity share capital of Essar Oil
which is currently held by Essar Investments. EEH has the right to acquire these shares at any time
between 1 May 2010 and 31 December 2010 at the higher of: (a) Rs.142/- per share with a carry of 10% per
annum compounded on a 30/360 basis per annum; and (b) the minimum price required to be paid under
applicable law, which is currently the closing price of the shares of Essar Oil on the relevant stock exchange
on the date preceding the date of the transfer of the shares. The agreement is governed by English law and
would be enforceable under English law. However, in light of certain inconsistencies under Indian
securities laws and in the absence of specific judicial precedent on this matter, the enforceability of the call
option under Indian law is not free from doubt. In addition, the shares held by Essar Investments are
presently pledged in favour of various Indian banks and the actual transfer of the shares pursuant to the
exercise of the call option by EEH will be subject to the release of these pledges by the relevant
Indian banks.
In addition, an aggregate of 50% of the issued equity share capital of KPRL is held by Vadinar Oil,
through its wholly owned subsidiaries EEH and Essar Energy Overseas, and the remaining issued share
capital is held by the Government of Kenya. A summary of the terms of the shareholders’ agreement in
respect of KPRL is provided at paragraph 13.4, Part 16 ‘‘Additional Information—Material Contracts’’.
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Part 16
The Company’s Corporate Structure as at Admission
6810DM/0D Foot:
Additional Information
Essar Global Limited
Public
93.21% (indirect)
0D/
Other Essar
Affiliated Companies Essar Steel Limited Essar Power
Vadinar Oil
(members of the Holdings Ltd
Essar Steel Group)
(3) (1)
26% 74%
CCPS 100%
0D VJ RSeq: 1 Clr: 0
26% 96.54% economic
ownership(2) Essar Energy Essar
Essar Power Limited Holdings Investments Public
79%(5) 56.28% Limited Limited
100% 50% (held
through (8)
(6) 3.02% 10.59%
GDS)
74% 74% 50% 100% 100% 30.11%
(of which
Essar 16.28%
Power Kenya held
Other
Bhander Power Canada Other Oil Petroleum through
Neptune Holding (4) Vadinar Power Co Mahan Coal Limited Power
GDS)(7)
File: EJ70801A.;113
50%
26% 100%
4. Articles of Association
The Articles of Association of Essar Energy plc (the ‘‘Articles’’) include provisions to the following effect:
309
Except as otherwise provided by the rights and restrictions attached to any class of shares, all dividends will
be declared and paid according to the amounts paid-up on the shares during any portion of the period in
respect of which the dividend is paid.
The Board may, if authorised by an ordinary resolution of Essar Energy plc, offer any holder of shares the
right to elect to receive shares by way of scrip dividend instead of cash in respect of the whole (or some
part, to be determined by the Board) of any dividend.
Any dividend which has remained unclaimed for 12 years from the date when it became due for payment
shall, if the Board so resolves, be forfeited and cease to remain owing by Essar Energy plc.
A liquidator may, with the sanction of a special resolution and any other sanction required by the
Insolvency Act 1986, divide among the members in specie the whole or any part of the assets of Essar
Energy plc and may, for that purpose, value any assets and determine how the division shall be carried out
as between the members or different classes of members.
310
Subject to the provisions of the Regulations, the Board may permit the holding of shares in any class of
shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system
and may determine that any class of shares shall cease to be a participating security.
4.8 Directors
(a) Appointment of Directors
Unless otherwise determined by ordinary resolution, the number of Directors shall be not less than
six but shall not be subject to any maximum in number. Directors may be appointed by ordinary
resolution of Shareholders or by the Board. A Director appointed by the Board holds office only
until the next following annual general meeting and if not re-appointed at such annual general
meeting shall vacate office at its conclusion.
(b) No share qualification
A Director shall not be required to hold any shares in the capital of Essar Energy plc by way of
qualification.
(c) Retirement of Directors by rotation
The initial term of the directors is three years. Thereafter at every annual general meeting one-third
of the Directors who are subject to retirement by rotation or, if their number is not three or a
multiple of three, the number nearest to one-third shall retire from office. But, if any director has at
the start of the annual general meeting been in office for three years or more since his last
appointment or re-appointment, he shall retire at that annual general meeting. The Directors to
retire by rotation shall be first, those who wish to retire and not be re-appointed to office, and
second, those who have been longest in office since their last appointment or re-appointment or in
the case of those who were appointed or re-appointed on the same day, will be (unless they otherwise
agree) determined by lot. The directors to retire on each occasion (both as to number and identity)
shall be determined by the composition of the board at the date of the notice convening the annual
general meeting. No director shall be required to retire or be relieved from retiring or be retired by
reason of any change in the number or identity of the directors after the date of the notice but before
the close of the meeting. A retiring Director shall be eligible for re-election.
(d) Remuneration of Directors
The emoluments of any Director holding executive office for his services as such shall be determined
by the Board, and may be of any description.
The ordinary remuneration of the independent NEDs who do not hold executive office for their
services (excluding amounts payable under any other provision of these Articles) shall not exceed in
aggregate £5 million per annum or such higher amount as Essar Energy plc may from time to time by
ordinary resolution determine. Subject thereto, each such Director shall be paid a fee (which shall be
deemed to accrue from day to day) at such rate as may from time to time be determined by the
Board. In addition, any Director who does not hold executive office and who performs special
services which in the opinion of the Board are outside the scope of the ordinary duties of a Director
may be paid such extra remuneration as the Board may determine.
In addition to any remuneration to which the Directors are entitled under the Articles, they may be
paid all travelling, hotel and other expenses properly incurred by them in connection with their
attendance at meetings of the Board or committees of the Board, general meetings or separate
meetings of the holders of any class of shares or of debentures of Essar Energy plc or otherwise in
connection with the discharge of their duties.
The Board may provide benefits, whether by the payment of gratuities or pensions or by insurance or
otherwise, for any past or present Director or employee of Essar Energy plc or any of its subsidiary
undertakings or any body corporate associated with, or any business acquired by, any of them, and
for any member of his family or any person who is or was dependent on him.
311
312
Director
Ravi Ruia(1) . . . . . . . . . 1,000,000,000 100% 1,000,000,000 76.74% 75.00%
Prashant Ruia(1) . . . . . . 1,000,000,000 100% 1,000,000,000 76.74% 75.00%
Simon Murray(2) . . . . . . — — 71,428 0.005% 0.005%
Philip Aiken(3) . . . . . . . — — 14,285 0.001% 0.001%
Sattar Hajee Abdoula(4) — — 23,809 0.002% 0.002%
Senior Manager
Gerry Bacon(5) . . . . . . . — — 35,718 0.003% 0.003%
Mark Lidiard(6) . . . . . . — — 35,714 0.003% 0.003%
Iftikhar Nasir(7) . . . . . . — — 35,714 0.003% 0.003%
5.2 As at 30 April 2010, Essar Energy plc was aware of the following shareholders who held a direct or
indirect interest in three % or more of the issued share capital of Essar Energy plc:
Percentage of
issued share
Percentage of capital
Percentage of Number of Shares issued share assuming full
existing immediately capital on exercise of the
Number of issued share following Admission Over-allotment
Shareholders Shares held capital % Admission (%) Option (%)
Essar Global Limited 1,000,000,000 100% 1,000,000,000 76.74 75.00
5.3 Save as disclosed in paragraph 7 below, no Director has or has had any interest in any transactions
which are or were unusual in their nature or conditions or are or were significant to the business of
Essar Energy plc or any of its subsidiary undertakings and which were effected by Essar Energy plc
or any of its subsidiaries during the current or immediately preceding financial year or during an
earlier financial year and which remain in any respect outstanding or unperformed.
5.4 There are no outstanding loans or guarantees granted or provided by any member of the Group to or
for the benefit of any of the Directors.
313
314
subject to certain restrictive covenants during the appointment and for a period of twelve months
following termination of the appointment.
The letters of appointment of the Chairman, Vice-Chairman and Non-Executive Directors require
them to devote sufficient time to the affairs of the Company as are necessary to perform their
respective duties. The Board has consented to the Chairman and Vice-Chairman continuing to
perform duties in relation to Essar Affiliated Companies under existing employment arrangements
with companies outside the Essar Energy Group. In addition, the Board has consented to the
Chairman and Vice-Chairman retaining their existing directorships as set out in paragraph 6.6.
Neither the Chairman nor the Vice-Chairman is permitted without Board consent to take on any
additional chairmanships or directorships of any quoted company, any consultancy, advisory or
trustee role or any public office.
6.3.2 Save as disclosed in paragraphs 6.2.1 to 6.3.1 above, there are no existing or proposed service
agreements or letters of appointment between Directors and any member of Essar Energy plc’s
Group.
6.4 Directors’ and Senior Management Remuneration
The aggregate remuneration, including bonuses and benefits in kind, granted by all members of
Essar Energy plc to the Directors and Senior Management in respect of the financial year ended
31 December 2009 was £2,238,000. On the basis of the arrangements set out above, the aggregate
amount payable by all members of Essar Energy plc to the Directors and Senior Management in
respect of the financial year ended 31 December 2010 is expected to be £4,367,000, which excludes
any amounts in respect of bonuses which may be payable to the Directors and Senior Management.
Under the terms of their service contracts and applicable incentive plans, in the financial year ended
31 December 2009, the Directors were entitled to the remuneration and benefits set out below:
Date of
appointment to the
Name Position Annual Salary/Fee/Benefits 2009 Company
Ravi Ruia . . . . . Chairman Nil 6 April 2010
Prashant Ruia . . Vice Essar Oil: Sitting fees as director of Rs. 7,500 6 April 2010
Chairman for each meeting of the board of directors and
Rs. 5,000 for each meeting of Committees
thereof, aggregating Rs. 50,000 for 2009
Naresh Nayyar . CEO Rs. 11,600,000 salary/bonus for 2009 15 October 2007
6.5 There is no arrangement under which any Director has waived or agreed to waive future emoluments
nor has there been any waiver of emoluments during the financial year immediately preceding the
date of this document.
6.6 In addition to their directorships in Essar Energy plc and certain of its subsidiaries of, the Directors
and Senior Managers of Essar Energy plc hold, or have held within the past five years, the following
directorships:
Position
still held
Name Current or former directorships/partnerships (Y/N)
Director
Ravi Ruia . . . . . . . . . . . . . . . . . Essar Global Ltd Y
Vodafone Essar Ltd Y
(formerly known as Hutchison Essar Ltd)
Essar Steel Holdings Ltd Y
Essar Communications (Mauritius) Ltd Y
Copper Canyon Holdings Ltd Y
Primus Group Invest Ltd Y
315
Position
still held
Name Current or former directorships/partnerships (Y/N)
316
Position
still held
Name Current or former directorships/partnerships (Y/N)
317
Position
still held
Name Current or former directorships/partnerships (Y/N)
318
Position
still held
Name Current or former directorships/partnerships (Y/N)
319
Position
still held
Name Current or former directorships/partnerships (Y/N)
320
Position
still held
Name Current or former directorships/partnerships (Y/N)
RASCOMSTAR -QAF Y
Ressimo PCC Y
Ridgewood Holdings Limited Y
Rockpoint Holdings (Mauritius) Limited Y
Roots Investments Limited Y
Sapphire Real Estate Fund PCC Y
SAT Limited Y
Seejak Pte Ltd Y
SHIVLING LTD Y
Silvercrest Holdings (Mauritius) Limited Y
SREI MAURITIUS INFRASTRUCTURE Y
DEVELOPMENT LIMITED
Sucoma Holdings Limited Y
Sykes India Holdings Corporation Y
Thakral Corporation (Mauritius) Ltd Y
Tiger Global Mauritius Fund Y
Tudor BVI Mauritius Limited Y
UOB IL & FS INDIA OPPORTUNITIES Y
FUND LTD
Valley Energy Investment Holdings Y
Vodacom International Limited Y
Vodacom Gateway (Mauritius) Limited Y
WF INDIA RECONNAISSANCE FUND LTD Y
Yunan Gold (Mauritius) Ltd Y
Airlink Mauritius (Pty) Ltd N
AR NEW ASIA FUND LTD N
Behringer Industries Corporation N
Central Plaza (Mauritius) Ltd N
Corbin Holdings India, Inc N
Drawbridge Century Holdings Ltd N
Drawbridge Titanium Holdings (Mauritius) Ltd N
Drawbridge Towers Ltd N
East African Supply Ltd N
FXMC (Mauritius) Limited N
Ferox CB Arbitrage Fund (Mauritius) Limited N
(Winding up
HORIZON INDIA I N
Immoplace SA N
Indian Ocean Asset Management Limited N
Mauritius Capital Partners N
Merrill Lynch (Mauritius) Portfolio Co No.2 N
Merrill Lynch (Mauritius) Portfolio Co. No.3 N
MGA Entertainment (Mauritius) Ltd N
Moneyline Telerate Mauritius N
Pacific Media Overseas N
R-QAF N
Seamaurico Pte Ltd N
SOUTHERNKRISS PCC N
Success Capital Ltd N
TWM Investment Holdings Ltd N
Tudor Global Emerging Markets Mauritius Limited N
WF INDIA DIRECT INVESTMENTS LIMITED N
Simon Murray . . . . . . . . . . . . . Arnhold Holdings Ltd Y
Asia Resources Fund Limited Y
ARF Investment Management Limited Y
321
Position
still held
Name Current or former directorships/partnerships (Y/N)
Bemobile Limited Y
(formerly known as Black Dolphin Limited)
Beryl Overseas Limited Y
Beyond Asia Holdings Ltd Y
Bright Zone Enterprises Ltd Y
Capital Way Holdings Limited Y
Cheung Kong Holdings Ltd. Y
Compagnie Financière Richemont SA Y
Diamond Creek International Limited Y
Energy Success Investments Limited Y
GEMS AAA Limited Y
GEMS Oriental And General Fund II Limited Y
GEMS Oriental And General Fund Limited Y
GEMS III Limited Y
General Enterprise Management Services Limited Y
General Enterprise Management Services Y
(International) Limited
Grace Semiconductor Manufacturing Corporation Y
Guggenheim Investment Advisors (Europe) Limited Y
K.K. Jermyn Capital Y
Million Star Corporation Y
Morningstar Capital & Investment Ltd Y
Onyx Overseas Limited Y
Orient Overseas (International) Ltd. Y
Poly Stone Holdings Limited Y
San Marino Telecom Y
Silver Heritage Limited Y
Simclan Ltd. Y
Simon Film Productions Limited Y
Simon Murray & Associates Limited Y
Simon Murray & Co. (Cayman) Limited Y
Simon Murray & Co. China Fund Limited Y
Simon Murray & Co. (Japan) Limited Y
Simon Murray & Co. Limited Y
Simon Murray & Company (Hong Kong) Limited Y
Simon Murray (San Marino) Holdings Ltd Y
Sino Forest Corporation Y
SMC China Fund SPC Y
SMC (China) Capital Limited Y
SMC RMB General Partner I Limited Y
Tektite Overseas Limited Y
Ultragrand Limited Y
USI Holdings Ltd. Y
Vodafone Group Plc Y
Yarrum Limited Y
Compass Technology Holdings Ltd. N
Sunday Communications Ltd. N
Tommy Hilfiger Corporation N
Vivendi Universal N
Hermes International N
Usinor SA N
Yozan Inc. N
Pacific Century Regional Developments Ltd. N
Hutchison Whampoa Ltd. N
322
Position
still held
Name Current or former directorships/partnerships (Y/N)
Senior Manager
Gerry Bacon . . . . . . . . . . . . . . . Association of Corporate Treasurers (The) Y
The Kingwood Trust Y
Act (Administration) Limited Y
Multi Risk Indemnity Company Limited Y
Multi Risk Limited Y
Multi Risk Benefits Limited Y
Vodafone 2: N
Vodafone Holdings Luxembourg Limited N
Vodafone Mobile Communications Limited N
Vodafone Worldwide Holdings Limited N
Voda Limited N
Vodafone Beneflux Limited N
Vodafone International Holdings Limited N
Vodafone Group Services Limited N
Vodafone Global Enterprise Limited N
Mark Lidiard . . . . . . . . . . . . . . None None
Power
K V B Reddy . . . . . . . . . . . . . . None None
S Shrivastava . . . . . . . . . . . . . . None None
V. Suresh . . . . . . . . . . . . . . . . . None None
B.C.P. Singh . . . . . . . . . . . . . . . None None
R.K. Narayan . . . . . . . . . . . . . . Skipper Electricals (India) Limited Y
Jaypee Power Grid Limited Y
Accurate Power Utility Private Limited Y
Power Equity Capital Advisors Private Limited Y
Delhi Transco Limited Y
Maadurga Thermal Power Company Limited Y
R.P. Gupta . . . . . . . . . . . . . . . . None None
A.K. Singh . . . . . . . . . . . . . . . . None None
T.S. Bhatt . . . . . . . . . . . . . . . . . None None
Oil
C. Manoharan . . . . . . . . . . . . . None None
Shishir Agarwal . . . . . . . . . . . . None None
S. Thangapandian . . . . . . . . . . . None None
P. Sampath . . . . . . . . . . . . . . . . PK IT Services Private Limited Y
Iftikhar Nasir . . . . . . . . . . . . . . Essar LNG Limited Y
Krishnamurthy Govindarajan . . . None None
Narendra Vachharajani . . . . . . . None None
6.7 None of the Directors or Senior Managers in the past five years:
(a) has had any convictions in relation to fraudulent offences;
(b) whilst director or senior manager, has been associated with any bankruptcies, receiverships or
liquidations whilst acting as a director or a senior manager;
(c) has been declared bankrupt or has entered into any individual voluntary arrangements;
(d) has been partner of any partnership preceding any compulsory liquidation, administration or
partnership voluntary arrangement of such partnership;
323
324
In determining the size of individual grants, the Remuneration Committee may take account of a range of
factors including (but not limited to) the performance of the individual, their importance to the business
and any perceived need to retain the individual.
In relation to the first grant of options to be made following Admission:
• in addition to the factors described above, the Remuneration Committee may also take account of
the participant’s pre-IPO efforts in determining the size of the award; and
• it is intended that the aggregate market value of the Shares over which options are granted under the
Plan (averaged over the five dealing days preceding the date of grant) will, in the case of the Chief
Executive, be an amount equal to 100% of the annual base pay under his service agreement with
Essar Energy Services Mauritius Limited, and an amount not exceeding 100% of annual base pay in
all other cases.
Exercise period
To the extent that options vest, they may normally be exercised between the third and tenth anniversaries
of the date of grant, at the end of which period any vested but unexercised options will lapse. Options will
generally only be exercisable to the extent that the performance conditions which apply to them have been
satisfied and provided the individual remains employed by the Group on the date of the exercise.
Performance conditions
Prior to the granting of any option to an Executive Director, the Remuneration Committee will normally
determine a performance condition for such grant which it considers to be appropriately demanding. The
Remuneration Committee may impose such a performance condition in relation to grants to other
employees. Performance conditions will generally be measured over a period of three years, commencing
not earlier than the first day of the financial year in which the grant occurs.
Vesting levels will normally be determined on a sliding scale by reference to achievement of the
performance conditions. The Remuneration Committee may determine that an option should be subject to
multiple conditions or that the option should be sub-divided and that each part be subject to a different
condition. The Remuneration Committee may set different performance conditions for options granted in
different years.
The Remuneration Committee acting reasonably may vary the performance conditions applying to existing
options if the conditions are no longer considered to be a fair measure of performance provided that, in
the reasonable opinion of the Remuneration Committee, the new conditions are not materially less
challenging than the original conditions would have been.
In exceptional circumstances the Remuneration Committee may decide in its discretion that an option may
be exercised over a lesser or greater number of Shares (in the latter case not exceeding the total number of
Shares under the option) if it considers this appropriate in light of the participant’s contribution to the
growth of the Company over the relevant period.
The performance condition in relation to the first grant of options to the Chief Executive after Admission
will relate to the growth in the Company’s Earnings Per Share (‘‘EPS’’). Options will vest on a sliding scale,
with threshold vesting for achieving 5% per annum EPS growth over the three year performance period,
and full vesting for achieving 10% per annum EPS growth over that period.
Exercise of options
In relation to the first grant of options under the Plan, subject to satisfaction of the applicable performance
conditions, the option will vest on the third anniversary of the date of grant of the options. The
Remuneration Committee shall have absolute discretion to impose a different vesting schedule in relation
to subsequent grants provided that in the case of options granted to Executive Directors, the performance
period over which performance conditions are measured will not normally be less than three years.
325
Cessation of employment
An option may normally only vest if the participant remains in employment with the Company. If a
participant leaves employment with the Company during the vesting period, options will normally lapse.
However, if the reason for leaving is injury, disability, ill-health, redundancy, retirement, sale of the
business or company in which the participant is employed out of the Company, or any other reason at the
Remuneration Committee’s discretion, the option will not lapse and will vest on the normal vesting date, to
the extent that the Remuneration Committee determines the performance conditions to have been
satisfied over the full performance period and subject to a time pro rating reduction (based on the total
number of complete months from grant to cessation relative to a period of 36 months). Alternatively, the
Remuneration Committee may, in its absolute discretion, determine that the option should vest on the
date of cessation (for example, if a participant is seriously ill), subject to the satisfaction of the
performance conditions at that date and a time pro rating reduction. In either circumstance, the
Remuneration Committee may determine that the pro rating reduction should not apply at all or should
apply to a lesser extent if it considers the participant’s contribution to the business would not be properly
recognised if the award was scaled down in the manner described above. In the event of a participant’s
death, an option may be released to or exercised by their personal representatives within twelve months of
such event. Vested options shall remain exercisable for a period of 6 months following cessation of
employment.
Corporate Events
In the event of a change of control, scheme of arrangement (other than a scheme of arrangement for the
purposes of creating a new holding company following which the shareholders of Essar Energy plc remain
largely unchanged) or voluntary winding-up of Essar Energy plc, vested but unexercised share options will
become exercisable following such an event for a limited period. Unvested options will vest to the extent
the performance conditions have been satisfied at the time of the relevant event and subject to a time pro
rating adjustment. The Remuneration Committee may in its discretion disapply the application of time
pro-rating or determine that it should apply to a lesser extent if it considers that the performance
conditions would have been met to a greater or lesser extent at the end of the full three-year performance
period, or if it considers that the contribution of the management team to the creation of shareholder
value during the performance period would not otherwise be properly recognised. The Remuneration
Committee will not use its discretion in such a way that unjustifiably large awards result.
In the event of an internal reorganisation, options shall not vest and shall be replaced by equivalent options
in the new holding company. The Remuneration Committee may also allow or require options to be
exchanged for equivalent options over shares in the acquiring company.
If a demerger, special dividend, variation of share capital or other similar event occurs which would affect
the market value of a Share to a material extent then the Remuneration Committee may adjust the
number of Shares subject to the option and/or the exercise price in such manner as they consider
appropriate, or in exceptional circumstances it may determine that options shall vest early, in the same
manner as on a change of control.
Satisfaction of options
Options may be satisfied with new issue Shares, a transfer of treasury shares or shares purchased in the
market. The Company may establish a non-Indian resident discretionary employee benefit trust to acquire
and hold, or enter into agreements to procure the delivery of, Shares required to satisfy options.
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The satisfaction of options with treasury shares will be treated as an issue of Shares for the purposes of the
above limits for so long as institutional shareholder guidelines recommend this. If options are to be
satisfied by a transfer of existing Shares, the percentage limits stated above will not apply.
Alterations
The Remuneration Committee may amend the Plan in any respect, provided that the prior approval of
shareholders is obtained for any amendment to the advantage of participants to the following provisions:
the individuals to whom Shares may be provided under the Plan, the limits on the number of ordinary
shares available under the Plan, the maximum individual entitlement of participants, the basis for
determining a participant’s entitlement, the adjustment of options on a variation of the share capital of
Essar Energy plc.
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor
amendment made to benefit the administration of the Plan, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or regulatory treatment for eligible employees,
participants or for Essar Energy plc or any of its subsidiaries. Shareholder approval will also not be
required for any amendment to any performance conditions.
Amendments that would adversely affect subsisting rights are subject to specified limitations.
The Remuneration Committee may grant options to overseas employees on different terms or establish
further plans, as it considers necessary or desirable to take account of or to mitigate or to comply with
relevant overseas taxation, securities or exchange control laws provided that the terms of the options are
not overall more favourable than the terms of options granted to other employees and that any shares
made available under such plans shall count towards the overall limits set out above.
9. Pensions
Retirement benefits and pensions
9.1 The Company operates a number of retirement and related benefit plans for employees. The plans
operated by the Company are regulated by central and state legislation in India. The benefits
provided by the retirement and other benefit plans vary by company within the Group and by
jurisdiction and include voluntary retirement schemes, retirement pensions, retirement lump sums
and insurance payments (including life insurance payments).
9.2 The majority of the Company’s employees are located in India, where it has a number of employee
provident fund schemes, gratuity schemes and superannuation schemes in place at various Indian
subsidiaries. Contributions to provident funds are made, in accordance with the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952 (‘‘EPFMPA’’) by both the employee and
employer at a contribution rate for each of 12% of basic salary and certain other allowances per
annum (‘‘Provident Fund Contribution’’). A defined percentage of the Provident Fund Contribution
is paid into the ‘‘Employees Pension Fund’’, which provides for superannuation pension, retiring
pension and permanent total disability pension to employees of the Indian companies within the
Group. These payments are made in accordance with the ‘‘Employee Pension Scheme, 1995’’
requirements under the EPFMPA. There is no minimum statutory requirement for contributions to
superannuation schemes, which are available to employees above a specified grade in certain of the
Company’s operations, and contributions up to 15% of basic salary are made by the employer.
Employees may withdraw the full amount standing to his or her credit in any provident fund or
superannuation scheme on his or her retirement. Employees who leave their employment may
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transfer the full amount standing to his or her credit in any provident fund or superannuation scheme
to a fund or scheme with their new employer.
9.3 Gratuities are paid, in accordance with the Payment of Gratuity Act, 1972, when an employee leaves
employment after at least five years of continuous service. Gratuity payments are calculated by
reference to the employee’s basic salary at the time of leaving employment and the number of years
of service are paid by the relevant employer company. An actuarial valuation of outstanding gratuity
liabilities is made each year and a provision is made on account of these liabilities. In addition,
certain of the companies in the Group offer insurance schemes and voluntary retirement schemes to
employees.
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10.10 the parties to the Underwriting Agreement have given certain undertakings regarding compliance
with laws and regulations affecting the making of the Offer in relevant jurisdictions; and
10.11 each of Essar Energy plc, the Directors and the Shareholder has also undertaken, amongst other
things, to each of the Underwriters to comply with certain lock-up obligations, as described in Lock-
Up Arrangements in Part 13.
* Under Liquidation
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In addition, the Company has a 50% interest in Mahan Coal, a jointly controlled entity, which is in the
process of setting up coal mines and a 79% interest in Neptune Holding Company, which in turn holds just
under a 50% interest in Neptune Limited. The Group also acquired a 50% interest in KPRL, a jointly
controlled entity, in July 2009.
Principal establishments
The following are the principal establishments of the Company:
Premises
Size of
Name Location the land Freehold/Leasehold
Mauritius head office . . . . . . . . . . . DCDM Building 6,244 sq ft Leasehold*
10 Frere Felix de Valois Street
Port Louis
Mauritius
London registered office . . . . . . . . . 3rd Floor 7,774 sq ft Leasehold
Lansdowne House
57 Berkeley Square
London WIJ 6ER
United Kingdom
Essar Power 515 MW . . . . . . . . . . . Hazira 26.25 ha Leasehold
Bhander Power 500 MW . . . . . . . . Hazira 20 ha Lease from Essar Steel
Vadinar Power 120 MW . . . . . . . . . Vadinar 4.1 ha Lease from Essar Oil
Essar Power Gujarat Ltd 1200 MW . Salaya 330.25 ha Leasehold (allotment)
Vadinar Power Expansion 890 MW . . Vadinar 61 ha Lease from Essar Oil
Essar Power Jharkhand 1200 MW . . Latehar 158 ha Freehold
Essar Power Hazira 270 MW . . . . . . Hazira 15 ha Lease from Essar Steel*
Essar Power Orissa 120 MW . . . . . . Paradeep 40 ha Lease from Essar Steel*
Orissa
Essar Power M.P. Ltd 1200 MW . . . . Singrauli 355.47 ha Freehold***
185.81 ha Leasehold
alloted by Government of
Madhya Pradesh
15.98 ha Freehold forest land**
Essar Power . . . . . . . . . . . . . . . . . 11, Keshavrao Khadye Morg 18,000 sq ft Lease from Essar House
Mahalaxmi
Mumbai 400 034
Maharashtra
Essar Oil . . . . . . . . . . . . . . . . . . . Refinery Project Site 928 ha Freehold
Head Post Office, Post Box No 24
Khambhalia—361305
District-Jamnagar
Gujarat, India
EOVL . . . . . . . . . . . . . . . . . . . . Office: Vadinar, 256 ha Freehold
Taluka Khambalia, Jamnagar Private purchase
Essar Oil . . . . . . . . . . . . . . . . . . . Vadinar 65 ha Freehold. Leased to
VPCL
Essar Oil . . . . . . . . . . . . . . . . . . . Refinery Site, 39 KM, 1003 ha Freehold. Leased to
Jamnagar-Okha Highway VOTL
Essar Oil . . . . . . . . . . . . . . . . . . . 11, Keshavrao Khadye Marg 18,084 sq ft Leased from Essar
Mahalaxmi House
Mumbai—400 034
Maharashtra, India
Essar Oil & Essar Exploration and
Production (India) Ltd. . . . . . . . . Essar Group 26,216 sq ft Leased from EITL
Old Swan Mill Compund
LBS Marg, opp BKC signal, Kuria
(W)
Mumbai—400070
Maharashtra, India
330
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half of the Board (including the Chairman) will be independent non-executives directors, the audit
and remuneration committees will consist only of independent Non-Executive Directors and the
nominations and governance committee will consist of a majority of independent Non-Executive
Directors;
(vi) Essar Global is entitled to nominate such number of directors for appointment to the Board to as to
ensure that at least half the Board (including the Chairman) will be independent Non-Executive
Directors;
(vii) Directors of Essar Energy plc nominated by Essar Global shall not be permitted, unless the
Independent Directors agree otherwise, to vote on any resolutions of the Board to approve any
aspect of the Company’s involvement in or enforcement of any arrangements, agreements or
transactions with any member of the Essar Group;
(viii) Essar Global shall procure that the Directors nominated by Essar do not vote on any resolution at
meetings of the Board relating to the entry, variation, amendment, novation, termination, abrogation
or enforcement of any contract, arrangement or transaction between the Company and the Essar
Group;
(ix) Essar Global agrees that in the event that any member of the Essar Group is proposing to enter any
arrangements with another member of the Essar Group or with the Company in connection with
substantially similar products, goods or services, no member of the Essar Group will be offered such
arrangement on more favourable terms or be given preference over the Company;
(x) Essar Global shall notify Essar Energy plc of all dealings between the Essar Group and the Company
that are not of a revenue nature in the ordinary course of business and are of a revenue nature in the
ordinary course of business;
(xi) The parties agree to use commercially reasonable efforts to put in place a process in relation to
dealings between the Essar Group and the Company following the date of Admission to ensure, inter
alia, that dealings where the size of the dealing is such that (a) any percentage ratio (as defined in the
Listing Rules) in relation to the relevant transaction exceeds 0.25% when aggregated with other such
transactions in any 12 month period or (b) any smaller percentage ratio applicable to dealings
between related parties under the Listing Rules in force at the relevant time would apply to such
transaction, are on arm’s length terms; to agree the standard terms and conditions on which ordinary
course arrangements between the Essar Group and the Company following Admission are entered
into and to take all reasonable steps to ensure such terms and conditions apply to such arrangements
in place as at Admission;
(xii) Essar Global shall not cause or permit any amendment to the Articles which would be inconsistent
with the Relationship Agreement or affect the listing of Essar Energy plc;
(xiii) Essar Global and its Associates (as defined in the Relationship Agreement) have agreed not to
misuse and maintain confidential any confidential information received by them and are only entitled
to disclose such information in the circumstances set out in the Relationship Agreement; and
(xiv) Essar Global represents and warrants that neither it, nor, to the best of its knowledge, any of its
Associates, currently own or have any interest in any company or business the principal business of
which is crude oil refining, oil and gas exploration and production, gas or power generation
worldwide (each a ‘‘Competing Business’’) other than: through the Company or the Group; in
respect of the 30 MW thermal captive power plant at Hazira and the 35 MW thermal captive power
plant at Vizag; and in respect of the Myanmar exploration blocks. Essar Global undertakes that for
the duration of the Relationship Agreement and one year following, it shall not, and shall procure (to
the extent it is reasonably able) that its Associates (as defined in the Relationship Agreement) shall
not, acquire or have any interests in or carry on or be involved with any Competing Business except:
where any acquisition, investment, carrying on or involvement in a Competing Business has been
approved by a majority of the independent Non-Executive Directors; the acquisition or ownership of
a Competing Business, the opportunity to acquire or invest in which has been offered or made
available to the Company and which the independent Non-Executive Directors have determined
(such determination being recorded in writing) is not an opportunity which the Company is able or
willing to pursue, where (except where the independent Non-Executive Directors determined that
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the opportunity was of a nature which it was not appropriate for the Company to pursue on any
terms, such determination being recorded in writing) Essar Global or its Associates (as defined in the
Relationship Agreement) participates in such opportunity on terms which are not more favourable
overall than those which were available to the Company; the acquisition or ownership of not more
than 15% of any Competing Business that is listed or traded on a public stock exchange, where Essar
Global has not appointed or does not have the right to appoint representatives to the board or senior
management of such business, it does not have the right to exercise material influence over such
business and such acquisition or ownership would not result in the Company being obliged to acquire
an increased ownership of such business; a passive investment only is held in a fund or similar entity
where Essar Global has no control or influence over or involvement in the management of the
relevant business held by the fund or similar entity and, so far as Essar Global is aware to the best of
its knowledge having made reasonable enquiry, no more than 15% of the fund or similar entity’s
investments by value are in Competing Businesses; in relation to the exploration, extraction and
processing of minerals (which excludes natural gases and hydrocarbons); captive power plants where
such interest, carrying on of business or involvement is for tax efficiency and/or regulatory purposes
and is approved in advance by the independent Non-Executive Directors in writing; where an interest
in, carrying on of, or involvement in a Competing Business is for a regulatory purpose and is
approved in advance by the independent Non-Executive Directors in writing; any interest in, carrying
on of business or involvement in respect of the Myanmar exploration blocks.
The Directors believe that the terms of the Relationship Agreement as described above will enable the
Company to carry on its business independently from the Essar Group and its Associates (as defined in the
Relationship Agreement).
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Global and Standard Chartered Bank (the Joint Security Agent). The pledge has been given to secure the
obligations of Essar Global under certain facility agreements it has with, inter alia, ICICI Bank Limited and
Standard Chartered Bank (the Essar Global Lenders). The Company’s shares and all related rights are
charged by way of first equitable mortgage in favour of the Joint Security Agent (acting as trustee for and
on behalf of the Essar Global Lenders). The pledge requires Essar Global to maintain a 75% shareholding
in the Company at all times, subject to certain limited exceptions. The pledge is enforceable by the Joint
Security Agent in the event that Essar Global defaults on its obligations under its facilities with the Essar
Global Lenders. The Joint Security Agent has undertaken that, in the event of the pledge being enforced
and it becoming the holder of the Company’s shares, it: (i) shall exercise its powers to ensure that the
Company can continue its business independently of the Joint Security Agent and the Essar Global
Lenders; and (ii) shall not and procure that the Essar Global Lenders will not take any action which
precludes or inhibits any member of the Group from carrying on its business independently of the Joint
Security Agent and the Essar Global Lenders. The security agreement is governed by English law and shall
extend to the ultimate balance of the debt due to the Essar Global Lenders, regardless of any intermediate
payment or discharge in whole or part.
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Lenders and the working capital lenders; and (b) the date on which the working capital lenders waive the
requirement of the collateral security by way of a pledge of the pledged shares.
Power Business
Bhander Power
Essar Power has created a pledge over 189,281,145 equity shares, representing 51% of the issued equity
share capital of Bhander Power pursuant to the Deed of Pledge dated February 10, 2009 executed by and
between Essar Power, Bhander Power and IL&FS Trust Company Limited (the Bhander Pledge Agreement).
In terms of the Bhander Pledge Agreement, the pledge has been created in favour of IL&FS Trust
Company Limited, the security trustee acting for and on behalf of the Phase I&II lenders (i.e., Union Bank
of India Limited and Infrastructure Limited Finance Company Limited) and the Phase III lenders
(i.e., Syndicate Bank, Indian Bank, Canara Bank, IL&FS), who have together extended / agreed to extend
facilities of Rs. 7.80 billion (US$167.1 million) to Bhander Power in terms of the loan agreements dated
1 October 2004, 28 February 2005, 27 May 2005 and the Common Loan Agreement dated 6 February 2007
(together, the Bhander Facility Agreements).
In terms of the Bhander Pledge Agreement, the security trustee is authorized to collect and receive any
income, interest or dividend and any benefits/rights/monies relating to the pledged shares and appropriate
the same towards the dues owed to the lenders. Further, inter alia, upon the occurrence of: (a) an event of
default under the Bhander Facility Agreements; (b) any default by Bhander Power in making repayments
to the lenders; or (c) any breach of the Bhander Pledge Agreement, the security trustee has the right to sell
or dispose of the pledged shares and apply the net proceeds in the manner as set out in the Bhander
Pledge Agreement.
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(only 30% shares pledged in favour of ICICI Bank Limited), which have together extended / agreed to
extend fund and non-fund facilities of Rs. 36.15 billion to Essar Power Gujarat in terms of the Interim
Letter of Credit Facility Agreement dated 24 September 2008, the Rupee Loan Facility Agreement dated
29 September 2008, the ICICI Rupee Loan Facility Agreement dated 19 May 2009 and the Supplementary
Agreement to the ICICI Rupee Loan Facility Agreement dated 19 May 2009 (together, the EPG Facility
Agreements).
In terms of the EPG Pledge Agreement, until the occurrence of an event of default under any of the EPG
Facility Agreements, Essar Power is entitled to exercise voting rights in respect of the pledged shares and
receive dividends, interest and other payments in respect of the pledged shares (with the exception of
dividends paid otherwise than in cash, payments/instruments received in exchange of the pledged shares,
distributions in respect of any reduction of capital, liquidation or buyback, which are required to be
delivered to the security trustee). On the occurrence of an event of default, the security trustee is, inter alia,
entitled to exercise the following rights in respect of the pledged shares:
(a) to receive all amounts payable in respect of the pledged shares including any dividends or
distributions payable to Essar Power;
(b) to transfer or register in the name of the security trustee or any person nominated by the security
trustee, all or any of the pledged shares, at the cost of Essar Power;
(c) to exercise voting rights in respect of the pledged shares; and
(d) to sell or dispose of the pledged shares and apply the net proceeds in the manner as set out in the
EPG Pledge Agreement.
The pledge on the pledged shares is required to continue up to the date on which Essar Power Gujarat has
irrevocably and unconditionally paid and discharged, in full, all its obligations to the lenders in terms of the
EPG Facility Agreements.
Essar Power has also entered into a non-disposal undertaking dated 28 May 2009 in respect of 304,801,342
equity shares representing 49% of its equity share capital of Essar Power Gujarat, in favour of IDBI
Trusteeship Services Limited, the security trustee acting for and on behalf of ICICI Bank Limited, which
has extended / agreed to extend non-fund based financial assistance of Rs. 10.25 billion (US$219.6 million)
to Essar Power Gujarat.
Essar Power MP
Essar Power has created a pledge over 382,258,078 equity shares, representing 51% of the issued equity
share capital of Essar Power MP pursuant to the Pledge Agreement dated 21 January 2009 executed by
and between Essar Power, Essar Power MP and IDBI Trusteeship Services Limited (the EPMP Pledge
Agreement). In terms of the EPMP Pledge Agreement, the pledge has been created in favour of IDBI
Trusteeship Services Limited, the security trustee acting for and on behalf of the on behalf of the Rupee
Lenders (i.e., ICICI Bank Limited, Power Finance Corporation Limited, Rural Electrification Corporation
Limited and Punjab National Bank), who have extended / agreed to extend financial assistance of
Rs. 36.45 billion (US$780.8 million) to Essar Power MP in terms of the Rupee Loan Facility Agreement
dated 21 January 2009 (the EPMP Facility Agreement).
In terms of the EPMP Pledge Agreement, until the occurrence of an event of default under the EPMP
Facility Agreement, Essar Power is entitled to exercise voting rights in respect of the pledged shares and
receive dividends, interest and other payments paid in respect of the pledged shares (with the exception of
dividends paid otherwise than in cash, payments/instruments received in exchange of the pledged shares,
distributions in respect of any reduction of capital, liquidation or buyback, which are required to be
delivered to the security trustee). On the occurrence of an event of default, the security trustee is, inter alia,
entitled to exercise the following rights in respect of the pledged shares:
(e) to receive all amounts payable in respect of the pledged shares including any dividends or
distributions payable to Essar Power;
(f) to transfer or register in the name of the security trustee or any person nominated by the security
trustee, all or any of the pledged shares, at the cost of Essar Power;
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VPCL
Essar Power has created a pledge over 201,960,000 equity shares, representing 51% of the issued equity
share capital of VPCL pursuant to the Deed of Pledge Agreement dated 17 March 2010 executed by and
between Essar Power, VPCL and Power Finance Corporation (the VPCL Pledge Agreement-1). In terms of
the VPCL Pledge Agreement-1, the pledge has been created in favour of Power Finance Corporation, the
security trustee acting for and on behalf of: (a) itself and Infrastructure Development Finance Company
Limited, which have together extended / agreed to extend facilities of Rs. 3.75 billion to VPCL for the
existing 120 MW power plant in terms of the Common Loan Agreement dated 29 September 2005; and
(b) the other lenders (Power Finance Corporation, Axis Bank, Syndicate Bank, State Bank of Patiala,
United Bank of India and Corporation Bank) who have together extended / agreed to extend facilities of
Rs. 23.05 billion (US$493.8 million) to VPCL for the expansion project in terms of the Common Loan
Agreement-I and the Common Loan Agreement-II dated 17 March 2010 (together, the VPCL Facility
Agreements).
In terms of the VPCL Pledge Agreement-1, the security trustee is authorized to exercise voting rights on
the pledged shares and collect and receive any income, interest or dividend and any benefits/rights/monies
relating to the pledged shares and appropriate the same towards the dues owed to the lenders by VPCL.
Further, on the occurrence of an event of default, the security trustee is, inter alia, entitled to exercise the
following rights in respect of the pledged shares:
(a) to register the transfer of the pledged shares in favour of the security trustee; and
(b) to sell or dispose of the pledged shares and apply the net proceeds in the manner as set out in the
VPCL Pledge Agreement;
The pledge on the pledged shares is required to continue up to the date on which VPCL has irrevocably
and unconditionally paid and discharged, in full, all its obligations to the lenders in terms of the VPCL
Facility Agreements.
Essar Oil has created a pledge over 52,530,000 equity shares, representing 13.27% of the issued equity
share capital of VPCL pursuant to the Deed of Pledge Agreement dated 20 October 2005 executed by and
between Essar Oil, VPCL and Power Finance Corporation (the VPCL Pledge Agreement-2). In terms of the
VPCL Pledge Agreement-2, the pledge has been created in favour of Power Finance Corporation, the
security trustee acting for and on behalf of itself and Infrastructure Development Finance Company
Limited, which have together extended/agreed to extend facilities of Rs. 3.75 billion to VPCL for the
existing 120 MW power plant in terms of the Common Loan Agreement dated 29 September 2005 (the
Common Loan Agreement).
In terms of the VPCL Pledge Agreement-2, until the occurrence of an event of default under the Common
Loan Agreement, Essar Oil is entitled to exercise voting rights in respect of the pledged shares and receive
dividends, interest and other payments paid in respect of the pledged shares (with the exception of
dividends paid otherwise than in cash, payments/instruments received in exchange of the pledged shares,
distributions in respect of any reduction of capital, liquidation or buyback, which are required to be
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delivered to the security trustee). On the occurrence of an event of default, the security trustee is, inter alia,
entitled to exercise the following rights in respect of the pledged shares:
(a) to receive all amounts payable in respect of the pledged shares including any dividends or
distributions payable to Essar Oil;
(b) to transfer or register in the name of the security trustee or any person nominated by the security
trustee, all or any of the pledged shares, at the cost of Essar Oil;
(c) to exercise voting rights in respect of the pledged shares; and
(d) to sell or dispose of the pledged shares and apply the net proceeds in the manner as set out in the
VPCL Pledge Agreement-2.
Gift Deed—EPH
Essar Global executed a gift deed, governed by Mauritius law, dated 27 April 2010 with the Company,
pursuant to which 100% of the shares of EPH were gifted voluntarily and for no consideration to the
Company by Essar Global. The shares of EPH were gifted to the Company absolutely and irrevocably such
that the Company has the right to use and deal with them in its sole discretion. The deed states that,
subject to applicable law, no liability of Essar Global is transferred to the Company along with the
aforementioned gifts.
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shares pursuant to the exercise of the call option by EEH will be subject to the release of the said pledges
by such banks. The call option agreement is governed by English Law. However, in light of certain
inconsistencies under Indian securities laws and in the absence of specific judicial precedent on this matter,
the enforceability of the call option under Indian law is not free from doubt.
Agreement—Essar Power MP
Essar Power has entered into an agreement, governed by Indian law, dated 17 October 2008 with Essar
Steel and Essar Steel Hazira, pursuant to which Essar Steel and Essar Steel Hazira are expected to acquire
26% of the issued equity share capital of Essar Power MP with Essar Power holding the remaining 74%
equity interest, in the event that Essar Power MP becomes a captive power provider to Essar Steel and
Essar Steel Hazira. Under the agreement, Essar Power has also agreed to contribute capital to Essar Power
MP in the form of participating preference shares or other similar instruments to meet the balance
requirements of the 1200 MW coal based power project proposed to be implemented in District Singrauli,
Madhya Pradesh.
Upon acquiring 26% of the issued equity share capital of Essar Power MP, Essar Steel and Essar Steel
Hazira together have the option of nominating one joint director to the board of Essar Power MP and
Essar Power will have the option of nominating three directors and designating one of them as the
Managing Director. The presence of one director nominated by Essar Steel and Essar Steel Hazira and
one director nominated by Essar Power is required to form a quorum for all meetings of the board. The
transfer of shares to third parties (other than to affiliates of any of the parties) is subject to a right of first
refusal granted to the other shareholders. The continuing shareholders are each entitled to purchase such
number of the shares proposed to be transferred on a pro-rata basis to their current holdings.
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The Mahan Coal JV Agreement shall continue for a period equal to the life of the Mine, unless terminated
earlier by the parties. Under the Mahan Coal JV Agreement:
(i) HIL and Essar Power are required to maintain an equity participation of 50% each in Mahan Coal
Limited and in the event that one of the parties is unable to subscribe to further shares in Mahan
Coal Limited to maintain the 50:50 ratio (the Non-Funding Party), it may request the other party (the
Funding Party) to subscribe to the deficit shares on its behalf with an undertaking to acquire the said
shares from the Funding Party within a period of one year for a prescribed amount;
(ii) HIL and Essar Power are not permitted to transfer or otherwise dispose of any of their shares in
Mahan Coal Limited without: (a) the prior consent of the other party for a period of four years from
the date the shares were first allotted; and (b) the prior consent of the Government of India. The
restrictions are however not applicable to transfers to associates (which means with respect to each
of HIL and Essar Power, their holding companies and their subsidiaries or companies within the
Aditya Birla Group or the Essar Group, as the case may be);
(iii) after the expiry of the four-year period referred to above: (a) in the event either party seeks to
transfer its power plant, along with its shareholding in Mahan Coal Limited and its coal entitlement
from the Mine (the Divesting Entity) to a third party, it is required to give the other party an
opportunity to match the offer made by the third party, although the Divesting Entity is under no
obligation to accept the matching offer made by the other party; (b) the transfer by either party of its
shareholding in Mahan Coal Limited and its coal entitlement from the Mine to a third party is
subject to a right of first refusal of the other party; and (c) the transfer by either party of its
shareholding in Mahan Coal Limited along with all other rights, excluding the off-take entitlement, is
subject to the prior consent of the other party;
(iv) the board of directors is required to consist of an equal number of HIL and Essar Power nominees
and the chairman is to be appointed by each of HIL and Essar Power for 2 years on a rotational
basis;
(v) certain rights accrue to each party in the event their shareholding ceases to be in the 50:50 ratio. For
instance, inter alia,: (a) the party with a higher shareholding has the right to appoint a greater
number of directors to the board and can appoint the chairman; and (b) where the shareholding of
one party is more than 50% but less than 75%, the other party has a right of veto on all matters so
long as its shareholding does not fall below 25%;
(vi) the Mahan Coal JV Agreement and the Off-Take Agreement (as defined in the Mahan Coal JV
Agreement) set out the coal off-take entitlement of each of the parties, including the price payable to
Mahan Coal Limited and the ratio (3:2) in which the entire quantity of coal available in the Mine will
be made available to Essar Power and HIL, respectively; and
(vii) certain matters are reserved matters requiring the unanimous consent of the parties in board and
shareholder meetings. These relate to, inter alia, to: (a) closure of the business of Mahan Coal
Limited; (b) modification/termination of the Off-Take Agreement; and (c) creation of any charges
over the assets of Mahan Coal Limited.
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absolutely and irrevocably such that the Company has the right to use and deal with them in its sole
discretion. The deed states that, subject to applicable law, no liability of EEH is transferred to the
Company along with the gift.
Gift Deed—EEH
Essar Global executed a gift deed, governed by Mauritian law, dated 27 April 2010 with Vadinar Oil,
pursuant to which equity shares representing 100% of the issued equity share capital of EEH were gifted to
Vadinar Oil voluntarily and for no consideration. The shares of EEH were gifted to Vadinar Oil absolutely
and irrevocably such that Vadinar Oil has the right to use and deal with them in its sole discretion. The
deed states that, subject to applicable law, no liability of Essar Global is transferred to Vadinar Oil along
with the gift.
Shareholders’ Agreement—KPRL
The Government of the Republic of Kenya, Essar Energy Overseas and EEH entered into a shareholders’
agreement dated 31 July 2009 (the ‘‘Kenya Shareholders’ Agreement’’) which sets out the rights and
obligations of the Shareholders in respect of KPRL a joint venture company owned 50:50 by the
Government of Kenya and Essar Energy Overseas. EEH is a guarantor of Essar Energy Overseas under
the Kenya Shareholders’ Agreement.
KPRL owns and operates the Mombasa refinery in Kenya. One of the key requirements of the Kenya
Shareholders’ Agreement is that modernisation works are undertaken upon the Mombasa refinery subject
always to financial viability and by employing a third party to carry out engineering, procurement and
construction work. Under the Kenya Shareholders’ Agreement, the shareholders are required to seek and
obtain external finance to fund the modernisation. In addition, the shareholders are both committed to
each providing at least US$2 million of funding by way of a rights issue to the shareholders of further
shares in KPRL as soon as KPRL requires and in any event no later than 31 March 2010.
The Kenya Shareholders’ Agreement shall continue indefinitely unless and until a specified termination
event occurs. These termination events consist of: (a) a written agreement between the parties; (b) the
winding up of KPRL; (c) an effective listing of the shares of KPRL; or (d) either shareholder being in
material breach of its obligations under the Kenya Shareholders’ Agreement.
Under the Kenya Shareholders’ Agreement:
(i) the Government of Kenya and Essar Energy Overseas are not permitted to transfer or otherwise
dispose of any of their shares in KPRL prior to the completion of the modernisation of the Mombasa
plant unless: (a) to create collateral security to fund the modernisation; (b) the transfer of shares is
to an affiliate which must sign a deed of adherence to the terms of the Kenya Shareholders’
Agreement; or (c) the Government of Kenya transfers any of its shares to a governmental entity or
department, which must sign a deed of adherence to the terms of the Kenya Shareholders’
Agreement. After the completion of the modernisation of the Mombasa refinery, either of the
Government of Kenya and Essar Energy Overseas may transfer or otherwise dispose of any of their
shares in KPRL, but the other party has pre-emption and tag along rights;
(ii) each party has the right to appoint one director for every 12.5% of shares that it holds from time to
time. However, if either party’s shareholding falls to below 50% but is not less than 37.5%, then
although the minority party’s directors shall not be required to stand down from the board, one of
the majority party’s directors will have two votes rather than one on board matters. As long as it
holds at least 12.5% of the shares in KPRL, the Government of Kenya is to select the chairman;
(iii) certain matters are reserved matters requiring a two-thirds majority vote of the directors in board
meetings. These relate to, inter alia: (a) proceeding with modernisation plans for the Mombasa
refinery; (b) approving the engineering, procurement and construction contract for the
modernisation of the Mombasa refinery; or (c) adopting or amending the shared business plan which
relates to, inter alia, the capital expenditure and operating budget of KPRL; and
(iv) certain matters are reserved matters requiring a 60% majority vote of the shareholders in general
meeting. These relate to, inter alia: (a) altering the constitutional documents of KPRL; (b) declaring
or paying any dividends or other distributions from KPRL to its members; and (c) changes in the
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authorised or issued share capital of KPRL (apart from the initial rights issue which is required to be
undertaken by 31 March 2010.
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Essar Energy plc Date and Contract price Time for commencement and
S. No. Project Entity amendments (US$ in million) completion of supplies and services
1. Essar Power MP— Essar Power MP 24 August 2007, as 255.0 for each unit The supplies and services under the
Mahan (two units amended on contract to commence within 10 months
of 600 MW each) 4 February 2008 and 13 months from 24 August 2007 for
and 8 February unit one and two respectively, or as
2008 agreed mutually and to be completed
within 24 months therefrom.
2. Vadinar Power— VPCL 9 April 2009 as 107.0 The supplies and services under the
Expansion Phase II amended on contract to commence within six months
(325MW) 30 December 2009 from 9 April 2009 or as agreed mutually
and the supply is to be completed
within 22 months therefrom.
3. Essar Power Essar Power 24 August 2007, as 265.0 for each unit The supplies and services under the
Gujarat—Salaya Gujarat amended on contract to commence within six months
(two units of 8 February 2008, and the nine months from 24 August
600MW each) 24 July 2008, 2007 for unit one and two respectively,
14 August 2008 and or as agreed mutually and to be
10 December 2008 completed within 24 months therefrom.
4. Essar Power Essar Power 18 August 2008 278.0 for each unit The supplies and services under the
Jharkhand—Tori Jharkhand contract to commence within 10 months
(two units of and the 13 months from 18 August 2008
600MW each) for unit one and two respectively, or as
agreed mutually and to be completed
within 24 months therefrom.
5. Essar Power Essar Power 26 February 2010 255.0 The supplies and services under the
Jharkhand—Tori Jharkhand contract to commence within 10 months
Expansion from 26 February 2010 or as agreed
(600MW) mutually and to be completed within
24 months therefrom.
6. Essar Power MP— Essar Power MP 26 February 2010 255.0 The supplies and services under the
Mahan Expansion contract to commence within 10 months
(600MW) from 26 February 2010 or as agreed
mutually and to be completed within
24 months therefrom.
7. Salaya II (two units Essar Power 25 February 2010, 335.63 for each unit The supplies and services under the
of 660MW each) Gujarat as amended on contract to commence within six months
7 April 2010 and the nine months from 25 February
2010 for unit one and two respectively,
or as agreed mutually and to be
completed within 24 months therefrom.
8. Salaya III (4 units Essar Power Salaya 25 February 2010 99.86 for each unit The supplies and services under the
of 150MW each) contract to commence within six
months, nine months, 12 months and
15 months from 25 February 2010
respectively for the four units or as
agreed mutually and to be completed
within 24 months therefrom.
9. Thermal Power Essar Power 3 April 2010 US$603 million for The supplies and services under the
Project with phase I Overseas Limited phase I and contract to commence within 10 and
(3x350 MW) and US$510 million for 13 months from 3 April 2010 for
phase II phase II phase I and II respectively, or as agreed
(2x600 MW) mutually and to be completed within
24 months from date of commencement
of supplies for phase I (in relation to
phase I) and 34 months from date of
commencement of supplies for phase II
(in relation to phase II).
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2. Conditions precedent: The contracts have conditions precedent for them to be effective, which include
a performance guarantee to be provided by Essar Logistics and letters of credit to be provided by the
Company.
3. Liquidated damages: The Company is entitled to claim liquidated damages of 0.5% of the contract
price for delay in supply and services, for every week of delay, subject to a maximum ranging from
10% to 15% of the contract price.
4. Passing of title and risk: Title to and ownership of the plant and equipment will at all times remain
with the Company and Essar Logistics will be deemed to have delivered the plants and equipments
upon handing over possession of such items at the port of destination.
5. Termination: Either party can terminate the contract if the other party is unable to fulfil its
obligations under the contract or becomes subject to an insolvency proceeding (voluntary or
involuntary). In addition, the Company can terminate the contract any time with a prior written
notice to Essar Logistics or if there is a change of control in relation to Essar Logistics which
adversely affects the performance of the contract.
2. Vadinar Power— VPCL 9 April 2009, as 4.8 The services under the contract to
Expansion Phase II amended on commence within six months from 9 April
(325MW) 30 December 2009 2009 or as mutually agreed and to be
completed within 23 months therefrom.
3. Essar Power Essar Power 24 August 2007, as 10 for each unit The services under the contract to
Gujarat—Salaya Gujarat amended on commence within six months and nine
(two units of 1 February 2008 and months from 24 August 2007 for unit one
600MW each) 14 April 2009. and two respectively, or as mutually
Novation agreement agreed and to be completed within
dated 16 July 2008 26 months therefrom.
4. Essar Power Essar Power 18 August 2008. 10.6 for each The services under the contract to
Jharkhand—Tori Jharkhand Novation agreement unit commence within 10 months and
(two units of dated 3 March 2010 13 months for unit one and two
600MW each) respectively, from 18 August 2008 or as
mutually agreed and to be completed
within 26 months therefrom.
5. Essar Power Essar Power 26 February 2010 10.6 The services under the contract to
Jharkhand—Tori Jharkhand commence within 10 months from
Expansion (600MW) 26 February 2010 or as mutually agreed
and to be completed within 26 months
therefrom.
6. Essar Power MP— Essar Power MP 26 February 2010 10 The services under the contract to
Mahan Expansion commence within 10 months from
(600MW) 26 February 2010 or as mutually agreed
and to be completed within 26 months
therefrom.
7. Salaya II (two units Essar Power 25 February 2010 10.4 for each The services under the contract to
of 660MW each) Gujarat unit commence within six months and nine
months for unit one and two respectively,
from 25 February 2010 or as mutually
agreed and to be completed within
26 months therefrom.
8. Salaya III (four units Essar Power Salaya 25 February 2010 119.63 for each The services under the contract to
of 150MW each) unit commence within six months, nine
months, 12 months and 15 months from
25 February 2010 respectively for the four
units or as mutually agreed and to be
completed within 26 months therefrom.
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2. Vadinar Power— VPCL 1 February 2008, 5,432.9 0.82 The supplies and services under
Expansion as amended on the contract to commence from
Phase I 15 July 2008, the date the contract is effective
(220MW) 9 December and to be completed within
2008, 15 January 29 months therefrom.
2009,
3 November 2009
and 24 February
2010
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Contract price
Time for commencement and
Essar Energy plc Date and (Rs. in (US$ in million) completion of supplies and
S. No. Project and Unit Entity amendments million) Approximately services
3. Vadinar Power— VPCL 9 April 2009 9,600 205.66 The supplies and services under
Expansion the contract to commence within
Phase II six months from 9 April 2009 or as
(325MW) mutually agreed and to be
completed within 22 months
therefrom.
4. Essar Power Essar Power Hazira 18 November 7,560 161.95 The supplies and services under
Hazira-Hazira 2009, as the contract to commence within
(270MW) amended on six months from 18 November
20 February 2010 2009 or as mutually agreed and to
and 7 April be completed within 27 months
2010* therefrom for unit one and
30 months therefrom for unit two.
5. Essar Power Essar Power 24 August 2007, 8,500 182.09 The supplies and services under
Gujarat—Salaya Gujarat as amended on the contract to commence within
(two units of 1 February 2008, six months and nine months from
600MW each) 8 February 2008 24 August 2007 for unit one and
and 17 February two respectively, or as mutually
2010* agreed and to be completed within
30 months therefrom.
6. Essar Power Essar Power 18 August 2008 9,200 197.09 The supplies and services under
Jharkhand—Tori Jharkhand as amended on the contract to commence within
(two units of 7 April 2010* 10 months and 13 months from
600MW each) 18 August 2008 for unit one and
two respectively, or as mutually
agreed and to be completed within
30 months therefrom.
7. Essar Power Essar Power 21 September 1,800 38.56 The supplies and services under
Orissa—Paradip (Orissa) 2009 the contract to commence within
(Phase I of two six months and eight months from
units of 30 MW 21 September 2009 for unit one
each) and two respectively, or as
mutually agreed and to be
completed within 18 months
therefrom for unit one and
20 months therefrom for unit two.
8. Essar Power Essar Power 16 November 1,800 38.56 The supplies and services under
Orissa—Paradip (Orissa) 2009 the contract to commence within
(Phase II of two six months and eight months from
units of 30 MW 16 November 2009 for unit one
each) and two respectively, or as
mutually agreed and to be
completed within 20 months
therefrom for unit one and
22 months therefrom for unit two.
9. Essar Power Essar Power 26 February 2010 3,080 65.98 The supplies and services under
Jharkhand—Tori Jharkhand the contract to commence within
Expansion 10 months from 26 February 2010
(600MW) or as mutually agreed and to be
completed within 30 months
therefrom.
10. Essar Power Essar Power MP 26 February 2010 3,100 66.41 The supplies and services under
MP—Mahan the contract to commence within
Expansion 10 months from 26 February 2010
(600MW) or as mutually agreed and to be
completed within 30 months
therefrom.
11. Salaya II (two Essar Power 25 February 2010 2,250 for 48.2 for each The supplies and services under
units of 660MW Gujarat each unit unit the contract to commence within
each) six months and nine months from
25 February 2010 for unit one and
two respectively, or as mutually
agreed and to be completed within
30 months therefrom.
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Contract price
Time for commencement and
Essar Energy plc Date and (Rs. in (US$ in million) completion of supplies and
S. No. Project and Unit Entity amendments million) Approximately services
12. Salaya III (four Essar Power Salaya 25 February 2010 1,060.57 22.72 for each The supplies and services under
units of 150MW for each unit the contract to commence within
each) unit six months, nine months,
12 months and 15 months from
25 February 2010 respectively for
the four units or as mutually
agreed and to be completed within
30 months therefrom.
* Amendments dated 17 February 2010 and 7 April 2010 are subject to lender’s approval.
2. Vadinar Power— VPCL 9 April 2009, as 130 2.78 The services under the contract to
Expansion amended on commence within six months from
Phase II 30 December 9 April 2009 or as mutually agreed
(325MW) 2009 and to be completed within
28 months therefrom.
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Contract price
Time for commencement and
Essar Energy plc Date and (Rs. in (US$ in million) completion of supplies and
S. No. Project and Unit Entity amendments million) Approximately services
3. Essar Power Essar Power 24 August 2007, 125 for 2.68 for each The services under the contract to
Gujarat—Salaya Gujarat as amended on each unit unit commence within six months and
(two units of 1 February 2008 nine months from 24 August 2007
600MW each) and 14 April for unit one and two respectively,
2009. Novation or as mutually agreed and to be
agreement dated completed within 28 months
16 July 2008 therefrom.
4. Essar Power Essar Power 18 August 2008. 450 for 9.64 for each The services under the contract to
Jharkhand—Tori Jharkhand Novation each unit unit commence within 10 months and
(two units of agreement dated 13 months from 18 August 2008
600MW each) 3 March 2010 for unit one and two respectively,
or as mutually agreed and to be
completed within 28 months
therefrom.
5. Essar Power Essar Power 26 February 2010 415 8.89 The services under the contract to
Jharkhand—Tori Jharkhand commence within 10 months from
Expansion 26 February 2010 or as mutually
(600MW) agreed and to be completed within
28 months therefrom.
6. Essar Power Essar Power MP 26 February 2010 400 8.57 The services under the contract to
MP—Mahan commence within 10 months from
Expansion 26 February 2010 or as mutually
(600MW) agreed and to be completed within
28 months therefrom.
7. Salaya II (two Essar Power 25 February 2010 150 for 3.21 for each The services under the contract to
units of 660MW Gujarat each unit unit commence within six months and
each) nine months from 25 February
2010 for unit one and two
respectively, or as mutually agreed
and to be completed within
28 months therefrom.
8. Salaya III (four Essar Power Salaya 25 February 2010 32.75 for 0.7 for each The services under the contract to
units of 150MW each unit unit commence within six months, nine
each) months, 12 months and 15 months
from 25 February 2010 respectively
for the four units or as mutually
agreed and to be completed within
28 months therefrom.
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of or in connection with the execution of work is subject to a maximum of 100% of the contract price.
However, this 100% cap on liability does not apply to loss, damage or liability arising in certain
circumstances including wilful misconduct, fraud and acts resulting in environmental damage or
liability.
4. Defect liability period: The defect liability period runs for 12 months from the date of issue of
performance certificate or within 14 days thereafter if inspection is made by the Company before
such expiry.
5. Termination: Either party can terminate the contract if the other party is unable to fulfil its
obligations under the contract or becomes subject to an insolvency proceeding (voluntary or
involuntary). In addition, the Company can terminate the contract any time with a prior written
notice to Essar Projects or if there is a change of control in relation to Essar Projects which adversely
affects the performance of the contract.
349
Contract price
Essar
Energy plc Date and (Rs. in (US$ in million) Time for commencement and
S. No. Project and Unit Entity amendments million) Approximately completion of supplies and services
9. Essar Power Essar Power 26 February 2010 2,500 53.56 The work to commence within
Jharkhand—Tori Jharkhand 10 months from 26 February 2010 or
Expansion as mutually agreed and to be
(600MW) completed within 36 months
therefrom.
10. Essar Power MP— Essar Power 26 February 2010 2,703 57.9 The work to commence within
Mahan Expansion MP 10 months from 26 February 2010 or
(600MW) as mutually agreed and the to be
completed within 36 months
therefrom.
11. Salaya II (two Essar Power 25 February 2010 1,750 for 37.49 for each The work to commence within six
units of 660MW Gujarat each unit unit months and nine months from
each) 25 February 2010 for unit one and two
respectively, or as mutually agreed
and to be completed within 36 months
therefrom.
12. Salaya III (four Essar Power 25 February 2010 687.70 for 14.73 for each The work to commence within six
units of 150MW Salaya each unit unit months, nine months, 12 months and
each) 15 months from 25 February 2010
respectively for the four units or as
mutually agreed and to be completed
within 42 months therefrom.
* Amendments dated 24 February 2010 and 7 April 2010 are subject to lender’s approval.
350
351
Contract price
Essar Energy plc Date and (Rs. in (US$ in million) Time for commencement and
S. No. Project and Unit Entity amendments million) Approximately completion of supplies and services
10. Essar Power Essar Power MP 26 February 2010 120 2.57 The services under the contract to
MP—Mahan commence within 10 months from
Expansion 26 February 2010 or as mutually
(600MW) agreed and the services will be
completed within 42 months
therefrom.
11. Salaya II (two Essar Power 25 February 2010 125 for 2.68 for each The services under the contract to
units of 660MW Gujarat each unit unit commence within six months and
each) nine months from 25 February 2010
for unit one and two respectively or
as mutually agreed and will be
completed within 42 months
therefrom.
12. Salaya III (four Essar Power 25 February 2010 27.750 for 0.59 for each The services under the contract to
units of 150MW Salaya each unit unit commence within six months, nine
each) months, 12 months and 15 months
from 25 February 2010 respectively
for the four units or as mutually
agreed and will be completed within
42 months therefrom.
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Investment Agreement
An investment agreement dated 9 March 2009 (the Investment Agreement) was entered into by (i) India
Infrastructure Fund, a domestic venture capital fund, the trustee of which is IDFC Trustee Company
Limited, acting through IDFC Project Equity Company Limited (the Investor); (ii) Essar Power; (iii) Essar
Global, EPH and ETHL Global Capital Limited (collectively, the Promoter Group); (iv) Essar Power
Jharkhand (as a Subsidiary and a Project Company); (v) Essar Power Gujarat (as a Subsidiary and a
Project Company); (vi) VPCL (as a Project Company); (vii) Bhander Power (as a Subsidiary and a Project
Company) and (viii) Essar Power MP (as a Subsidiary and a Project Company).
353
Pursuant to the Investment Agreement, the Investor subscribed for preference shares of Essar Power of
Rs. 10 each in an aggregate amount of Rs. 3,500 million (approximately US$76.24 million) (Investor
Shares). The guaranteed investment period is four years from the date of allotment.
The Investor has also subscribed for warrants of Essar Power for a consideration of Rs. 100, entitling the
Investor to subscribe to marketable equity shares of Essar Power at any time before a public offering for an
amount equivalent to 20% of the subscription price for the preference shares (Rs. 3,500 million), at an
exercise price determined on the basis of a pre-investment valuation of Essar Power at Rs. 200,000 million.
Such price will be adjustable upwards by 12% per annum after the guaranteed investment period. If Essar
Power issues any additional equity shares or securities convertible to equity shares prior to a public
offering at a price below the warrant exercise price, the warrant exercise price will be lowered and will be
subject to a full ratchet anti-dilution adjustment.
The financing plan for funding the projects of Essar Power MP, Essar Power Gujarat, Essar Power
Jharkhand and VPCL (the Being Developed Projects) as provided in the Investment Agreement envisages
a total equity investment by Essar Power of Rs. 48,000 million (US$1,028.3 million) to be funded as:
(i) Equity capital compulsorily convertible preference shares from the Promoter Group of Rs. 25,000
million (US$535.6 million);
(ii) Preference capital from investors including Investor Shares of Rs. 13,000 million (US$278.5 million);
and
(iii) Equity capital/compulsorily convertible preference shares/other investors’ subordinate shares of
Rs. 10,000 shares.
The Investment Agreement provides for an investment of Rs. 15,000 million (US$321.3 million) by the
Promoter Group in the form of equity shares compulsorily convertible preference shares or other
subordinate shares towards financing of the Project Companies to be made by 31 March 2012. Essar Power
is restricted from issuing shares to other investors in an aggregate amount exceeding Rs. 13,000 million
(US$278.5 million) without the Investor’s prior written consent. The Promoter Group has agreed to
indemnify Essar Power for any loss in relation to the disputes with GUVNL (see paragraph 14.1 of this
Part 16 ‘‘Additional Information—Litigation’’) or the calling of the guarantee provided by Essar Power on
behalf of Loop Telecom Limited (see ‘‘Other Contingencies post 31 December 2009’’ Part 9 ‘‘Operating
and Financial Review’’) by a further subscription for ordinary equity shares of Essar Power in a cash
amount equal to the amount of the loss common equity infusion.
The Investment Agreement sets out the rights and obligations in relation to the investment made by the
Investor and inter alia provides that:
(i) Essar Power and the Promoter Group shall procure that no shareholder or board resolution shall be
passed without prior written approval of the Investor in relation to certain reserved matters, which
includes: (i) entering into any transaction which is likely to result in Essar Power and its subsidiaries
incurring obligations or liabilities which such that Essar Power’s debt to equity ratio exceeds 3:1 on a
consolidated basis; (ii) material changes in material contracts; (iii) and amendments to share rights
and changes in the share capital, subject to certain conditions such as no event of default occurring as
a result of such change.
(ii) Notice to convene a general meeting at which reserved matters would be considered shall be subject
to prior approval by the Investor. The Promoter Group shall exercise all rights and powers (including
voting) to ensure that the necessary general meeting resolutions are passed to give effect to any
reserved matter which has been approved by the written consent of the Investor.
(iii) In case Essar Power decides to make an initial public offering before seven years from completion,
the Investor shall have the right to convert the Investor Shares into equity shares of Essar Power and
exercise warrants and offer them in the public offering.
(iv) Essar Power shall provide prior written notification to the Investor in certain instances, such as
instituting or settling any litigation or dispute which could result in a payment by Essar Power of at
least Rs. 250 million (US$5.4 million), selling any assets with a value exceeding Rs. 500 million
(US$10.71 million) in aggregate, or merging with any other corporation.
354
(v) On occurrence of an event of default under the Investment Agreement, the Investor will become
entitled certain rights including electing a majority of the directors on the board of Essar Power and
converting all the outstanding Investor Shares along with unpaid dividends and redemption premium
into equity shares of Essar Power at a price calculated in terms of the Investment Agreement.
(vi) All related party transactions in excess of Rs. 500 million (US$10.71 million) (the ‘‘Material Related
Party Transactions’’) including any termination or amendment (having financial value of more than
2% of the contract price) of an existing Material Related Party Transaction, must be approved by the
Investor. If the Investor does not approve a Material Related Party Transaction, then Essar Power
shall refer such Material Related Party Transaction to the related party transaction committee
(‘‘RPC’’) which comprises one person nominated by Essar Power, one by Investor and two
independent directors. If consensus is not achieved in the RPC, then an independent third party, to
be appointed by the RPC, will determine if such transaction is on an arms-length commercial basis,
there is no value leakage which is detrimental to holders of Investors Shares and such transaction is
carried out at a fair market value. Only with written confirmation from the independent party to that
effect, can the transaction be recommended by the RPC and put up to the board of directors for
approval.
(vii) Without prejudice to the Investor’s rights with respect to reserved matters, Essar Power and Project
Companies shall not change or discontinue any business or start new business without the prior
written approval of the Investor.
(viii) The cumulative convertible preference shares, other promoter shares and the other investors’ shares
shall be subordinate at all times to the Investor Shares, including at the time of liquidation,
dissolution and winding up.
(ix) The Promoter Companies of the Essar Power shall use these voting powers and other rights in a way
necessary to give effect to the Investment Agreement.
The restrictions listed above also apply mutatis mutandis in respect of the Project Companies.
13.6 Agreements related to the Phase I Refinery Project and Phase II Refinery Project
In relation to implementation of the Phase I and Phase II Refinery Projects, Essar Oil has entered into the
contracts described below with Essar Affiliated Companies.
355
shipment of materials. The onshore supply contract envisages an advance payment of 30% of the
consideration and payment of the remaining 70% against shipment of equipment by Essar Projects against
presentation of documents. Both contracts require the suppliers to provide a performance guarantee of up
to 10% of the consideration and a limitation of the liability of the suppliers of up to 10% of the
consideration for any loss or damage caused to Essar Oil arising out of or in relation to the contracts. Essar
Oil may instruct the suppliers to suspend the supply for such duration as desired by Essar Oil.
Essar Oil is permitted to terminate the supply contracts at any time by giving 30 days notice to the supplier.
The suppliers are only permitted to terminate the supply contracts upon default by Essar Oil (with the
events of defaults limited to customary default terms for contracts of this type, including material breach of
the contract), occurrence of a force majeure event or the suspension of supply by Essar Oil.
For the onshore supply contract, Essar Projects Limited, Dubai has provided a corporate guarantee for
performance on 14 August 2009 for an amount of Rs. 1.19 billion (US$25.5 million) and a corporate
guarantee for advance on 30 July 2009 for an amount of Rs. 1.78 billion (US$38.1 million). Essar Projects
Limited, Dubai has provided a revised performance corporate guarantee and corporate guarantee for
advance, both dated 20 March 2010 to Essar Oil for 10% and 25% of the revised contract price (an amount
equivalent to Rs. 19.5 billion (US$417.74 million) respectively, under the onshore supply contract,
pursuant to an amendment dated 30 January 2010. The performance corporate guarantee is valid until
14 October 2011 and the corporate guarantee for advance is valid until 14 October 2010. Pursuant to the
amendment dated 30 March 2010, Essar Projects Limited, Dubai is required to furnish a corporate
guarantee for advance for an amount equivalent to 30% of the contract price.
Further, Essar Projects Limited, Dubai has provided a corporate guarantee for performance on 20 August
2009 for 10% of the contract price amounting to US$59.24 million under the offshore supply contract. The
corporate guarantee for performance is valid up to 31 December 2011.
Both supply contracts are governed by Indian law and necessitate recourse to arbitration conducted in
India under the Arbitration and Conciliation Act, 1996.
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Construction contract
Essar Oil entered into an agreement on 14 February 2007, as amended on 1 October 2007, 3 October 2008,
11 May 2009 and 18 January 2010, with Essar Projects in respect of the construction, erection, testing and
commissioning of the Phase I Refinery Project. The construction contract envisages completion of the
work within 46 months from 14 February 2007 (the date the contract was signed) or the date of payment of
an initial mobilisation fee amounting to 10% of the contract price, whichever is later. The total
consideration payable by Essar Oil under the contract is Rs. 18.02 billion (approximately
US$386.03 million). Essar Oil has paid 20% of the consideration as mobilisation advance under the terms
of the contract. The remainder of the consideration is payable by Essar Oil in stages upon the completion
of various construction milestones set out under the contract.
Essar Projects Limited, Dubai is to furnish a performance bond for 10% of the consideration, which is
valid until the expiration of the 18-month warranty period following commissioning. The contract limits the
liability of Essar Projects for any loss or damage caused to Essar Oil arising out of or in relation to the
contract to 15% of the consideration. However, the liability limitation clause does not extend to repair and
replacement works for defective workmanship unless the defect is attributable to improper maintenance or
operation, normal wear and tear or corrosion.
Essar Oil may instruct the contractor to carry out a variation/change in the scope and terms of work. Essar
Oil is permitted to terminate the contract by giving 30 day’s notice to Essar Projects. Essar Projects is only
permitted to terminate the contract upon default by Essar Oil (with the events of defaults limited to
customary default terms for contracts of this type, including material breach of the agreement), occurrence
of a force majeure event or the suspension of work by Essar Oil for the period specified in the construction
contract.
Essar Projects Limited, Dubai has provided a corporate guarantee for performance on 24 June 2009 in
favour of Essar Oil under the contract for 10% of the contract price, amounting to Rs. 1.80 billion
(US$38.6 million). The guarantee is valid up to 30 June 2012.
The contract is governed by Indian law.
357
Essar Services Holdings Limited has provided a corporate guarantee for performance on 25 September
2009 in favour of Essar Oil under the contract for an amount of Rs. 70.5 million (US$1.5 million) and a
corporate guarantee for advance on 25 September 2009 for an amount of Rs. 47 million (US$1.01 million).
The performance corporate guarantee is valid until 31 December 2010 and the corporate guarantee for
advance is valid until 30 April 2010. The guarantees can be extended in case of extension of the contract.
Further, Arya Infrastructure Holdings Limited has provided a corporate guarantee for performance on
28 May 2008 in favour of Essar Oil under the contract for Rs. 252 million (US$5.4 million) valid until
31 March 2010 and a corporate guarantee for advance in favour of Essar Oil under the contract for
Rs. 168 million (US$3.6 million) valid until 31 March 2009.
The contract is governed by Indian law.
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The transport contracts require Essar Logistics to furnish performance guarantees for a sum of 15% of the
consideration, with validity up to 90 days after the date of completion of services under the contract. The
contracts limit the liability of Essar Logistics for liquidated damages arising out of or in relation to the
delay or failure in the performance of services under the contracts to 15% of the consideration. Further,
Essar Oil may instruct Essar Logistics to vary the services provided, unless it has a material adverse effect
upon Essar Logistics’ ability to perform the services or is not technically feasible.
Essar Oil may order Essar Logistics to suspend the services for any reason except for that of force majeure.
Essar Oil may terminate the transport contracts, after issuing a written notice, in the event of default by
Essar Logistics, which includes breach of obligations under the transport contracts by Essar Logistics,
failure to commence services or delay beyond 90 days, abandonment of services by Essar Logistics, failure
to furnish a performance guarantee, a change of control or the transfer of substantial part of the business
and the occurrence of insolvency or analogous events. Essar Logistics may terminate the offshore transport
contract, in case of event of default by Essar Oil, which includes non-payment of undisputed invoice
amount for 90 days from the due date, breach of obligations and insolvency or analogous events. Essar
Shipping Ports & Logistics has provided performance guarantees on 7 July 2009 in favour of Essar Oil for
15% of the contract price, amounting to US$2.1 million under the offshore transport contract and Rs.
22.5 million under the onshore transport contract. The guarantees are valid until all the guaranteed
amounts are indefeasibly paid or all the obligations of Essar Logistics have been performed in full. The
transport contracts are governed by Indian law.
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Commencement under the contract shall not occur until financial closure is achieved (i.e. a legally binding
commitment by equity holders and third party lenders to provide funding for not less than 90% of the total
cost of construction of the Phase II Refinery Project.
The contract will terminate automatically in the event that the commencement notice is not given within
18 months from 6 March 2010. The contract is governed by Indian law.
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Liability to the relevant government authorities on behalf of Essar Oil. Essar Oil must pay Essar House the
agreed net present value of the Liability within sixty days of the acceptance.
Essar Oil and Essar House may terminate the agreement by giving notice of 90 days. Within 30 days after
expiry of the notice period. Essar House is required to repay amounts paid by Essar Oil up to the
termination date, with interest, as well as reimburse Essar Oil for reasonable break-up costs in the event of
termination by Essar House. In the event of termination by Essar Oil, Essar House shall be entitled to
deduct a reasonable break-up cost, though such cost shall not exceed 2% of the amount payable upon
termination.
13.8 Licence Agreements regarding the right to use the ‘‘Essar’’ name and logo
On 6 April 2010 the Company entered into a trade mark licence agreement with Rising Groups Limited
comprising an exclusive licence to use the ‘‘Essar’’ trade mark and logo outside of India worldwide in
relation to its business. In addition, on 9 April 2010 and 13 April 2010, Essar Power Limited and Essar Oil
Limited, respectively, entered into trade mark licence agreements with Essar Investments to use the
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‘‘Essar’’ trade mark and logo in relation to their businesses exclusively within India. Except for the
consideration for the licence grant, applicable law and venue, all licence agreements have been concluded
on substantially the same terms and conditions.
As consideration for the licences, the Company pays royalties in an amount of £1. Essar Oil and Essar
Power each pay royalties in the amount of 0.25% of their net revenues (i.e. exclusive of value added tax
and excise duty in the case of Essar Power, and exclusive of taxes, duties and crude oil cost in the case of
Essar Oil) generated by their respective business each quarter, with an increase of 0.15% each year over a
period of 5 years until it reaches 1.0%. However, Essar Investments agreed to waive the licence fees for the
period of 1 April 2010 to 31 March 2011.
The licence agreements come into effect from 1 April 2010 and continue to be in force for an indefinite
period of time. Rising Groups Limited and Essar Investments may each terminate their licence agreements
at any time by giving 3 years prior written notice to their respective licensee. The licence agreement
between the Company and Rising Groups Limited is governed by English law. The licence agreement
between Essar Oil and Essar Investments as well as the licence agreement between Essar Power and Essar
Investments is governed by Indian law.
14. Litigation
Except as set out below, neither the Company nor any other member of the Group is or has been engaged
in nor, so far as the Company is aware, has pending or threatened, any governmental, legal or arbitration
proceedings which may have, or have had during the 12 months preceding the date of this document, a
significant effect on the Company’s or the Group’s financial position or profitability.
Power Business
14.1 Dispute with GUVNL
On 14 September 2005, GUVNL, an entity controlled by the state of Gujarat, filed a complaint against
Essar Power with the Gujarat Electricity Regulatory Commission (the ‘‘GERC’’) alleging that Essar Power
diverted electricity generated by its Hazira power plant to Essar Steel, an affiliate of Essar Power, in
violation of its PPA with the Gujarat Electricity Board, whose assets and liabilities were transferred to
GUVNL in 2003; and incorrectly claimed certain fuel generation credits from GUVNL between 1996 and
2006. GUVNL claimed a total of Rs. 15,830 million (approximately US$339.12 million) from Essar Power.
On 18 February 2009, the GERC ruled in favour of GUVNL for the diversion of electricity by Essar Power.
The GERC also awarded GUVNL a refund for generation incentives incorrectly claimed from
14 September 2002 to 29 May 2006. The GERC, however, ruled that recovery of the incorrectly claimed
generation incentives and of compensation for the electricity supplied to Essar Steel in breach of the PPA
prior to September 2002 was barred by the applicable statute of limitation.
Both Essar Power and GUVNL appealed the GERC’s ruling to the Appellate Tribunal for Electricity, New
Delhi. The Appellate Tribunal held on 22 February 2010 that Essar Power was not liable to pay
compensation for alleged wrongful diversion of power to Essar Steel or for the reimbursement of the
annual fixed charges. The Appellate Tribunal further held that Essar Power was liable to refund to
GUVNL the deemed generation incentive paid on and after 14 September 2002. On 9 April 2010,
GUVNL lodged an appeal with the Supreme Court in respect of the ruling dated 22 February 2010 of the
Appellate Tribunal and applied for a stay of the implementation of the said ruling. Hearing on admission
of the appeal and the application of stay is expected by mid May 2010.
On 29 January 2010 Essar Power filed a petition before the GERC against GUVNL claiming certain
payments due to it under the PPA. Essar Power has made a claim for an aggregate amount of
Rs.3,937.5 million (US$84.35 million) comprising delayed payment charges, depreciation, foreign exchange
variation, interest on debentures, bill discounting charges, interest on working capital and alleged wrongful
deduction of rebate by GUVNL. The matter is pending before the GERC.
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transmission lines) are also leviable in respect of 215 MW of power supplied by Essar Power to Essar Steel.
These wheeling charges aggregate to Rs. 2,439 million (approximately US$52.25 million), payable by Essar
Steel. If Essar Power becomes liable to pay wheeling charges, it may not be entitled to recover them from
Essar Steel.
Essar Power has appealed against the single judge’s order of the Gujarat High Court before the division as
bench of the Gujarat High Court on various grounds, including that it was not a party to the original
dispute, and filed an application for a stay of the order. The application for a stay was rejected by the
divisional bench and Essar Power was ordered to pay both arrears of wheeling charges and current
wheeling charges. In the appeal filed by Essar Power, the Supreme Court granted a stay subject to payment
by Essar Steel of 30% of the wheeling charges demanded in February of 2007. Essar Steel has complied
with the demand. The appeal of Essar Power and Essar Steel is pending before the divisional bench of the
Gujarat High Court.
14.4 Cases in relation to land acquisition for the power plant of EPMPL
Various persons have filed petitions before the High Court of Madhya Pradesh challenging notifications
and declarations issued by the government of Madhya Pradesh under the Land Acquisition Act, 1894 for
the acquisition of the land for the power plant of Essar Power MP, on the ground that certain provisions of
the Land Acquisition Act and related rules made thereunder were violated. In certain cases, the High
Court of Madhya Pradesh has passed an order of status quo and the matters are currently pending.
Certain public interest litigation petitions have also been filed in the High Court of Madhya Pradesh
challenging a notice issued by the government of Madhya Pradesh for the acquisition of the land for the
Essar Power MP power plant and seeking, among other things, cessation of any demolition and
compensation for displaced persons in the form of land at alternative sites and employment.
Certain displaced persons have also filed petitions claiming benefits as ‘‘displaced persons’’ under the
rehabilitation policy of the Land Acquisition Act, 1894.
Separately, Northern Coalfields Limited has filed a petition in the High Court of Madhya Pradesh against
M.P. Purva Kshetra Vidyut Vitran Company Limited (‘‘M.P. Purva’’) challenging the order of the Collector
of Singrauli district in Madhya Pradesh granting permission to M.P. Purva to erect poles for the supply of
power from its sub-station to Essar Power MP’s site, which has been acquired for coal mining. The High
Court of Madhya Pradesh has granted a stay and the matter is pending. Due to the nature of this litigation,
the amount in dispute is not quantifiable.
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Rs. 300 million (approximately US$6.43 million), pending loss adjustment. Essar Oil claimed Rs.
8,863 million (approximately US$189.87 million) towards advanced loss of profits. Whilst a without
prejudice settlement was in discussions for a substantial period, by a letter dated 20 February 2003 United
India Insurance repudiated the claim of Essar Oil. Essar Oil filed a protective suit claiming a sum of Rs.
17,578.3 million (approximately US$376.57 million) with future interest and costs towards loss of profits in
the City Civil Court, Vadodara, Gujarat. In 2008, United India Insurance and Essar Oil jointly referred the
dispute to arbitration, with the claim of Essar Oil being Rs. 30,200 million (approximately
US$646.96 million) comprising Rs. 3,310 million (approximately US$70.91 million) towards the physical
damage claims and Rs. 26,890 million (approximately US$576.05 million) towards the loss of profits
claims, with interest thereon. Essar Oil has withdrawn the suit filed in the City Civil Court, Vadodara,
Gujarat. The matter is currently pending before the arbitral tribunal.
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London has stayed the arbitration proceedings between Essar Oil and Noble. The Company believes that
the appeal by COC to the Supreme Court is unlikely to succeed and accordingly, does not anticipate any
adverse impact on Essar Oil.
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18. Consents
18.1 Deloitte LLP (a member of the Institute of Chartered Accountants in England and Wales) has given
and has not withdrawn its written consent to the inclusion in this document of its Accountant’s
Report set out in Part 11 and its Report on the Unaudited Pro Forma Financial Information set out
in Part 12 in the form and context in which they appear and has authorised the contents of those
parts of this document which comprise its reports for the purposes of Rule 5.5.3R(2)(f) of the
Prospectus Rules. As the New Shares have not been and will not be registered under the Securities
Act, Deloitte LLP has not filed and will not be required to file a consent under the Securities Act.
18.2 Advanced Resources International Inc. has given and not withdrawn its written consent to the
inclusion on this document of its report and references to it in the form and context in which they
appear and has authorised the contents of those parts of this document which comprise its report for
the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.
18.3 Netherland, Sewell & Associates has given and not withdrawn its written consent to the inclusion in
this document of its reports and references to it in the form and context in which they appear and has
authorised the contents of those parts of this document which comprise its reports for the purposes
of Rule 5.5.3R(2)(f) of the Prospectus Rules.
18.4 RPS Energy has given and not withdrawn its written consent to the inclusion in this document of its
report and references to it in the form and context in which they appear and has authorised the
contents of those parts of this document which comprise its report for the purposes of
Rule 5.5.3R(2)(f) of the Prospectus Rules.
19. General
19.1 The expenses relating to the issue of the shares, including the Underwriters’ commission, the UK
Listing Authority listing fee, professional fees and expenses and the costs of printing and distribution
of documents are estimated to amount to £64 million (including VAT) and are payable by the
Company.
19.2 The financial information contained in this document does not amount to statutory accounts within
the meaning of Section 434(3) of the Companies Act. The Company will not be able to file audited
accounts as the first year end will be 31 December 2010.
19.3 Each New Share is expected to be issued at a premium of 415 pence to its nominal value of 5 pence.
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Squeeze-out
Under the Companies Act, if a ‘‘takeover offer’’ (as defined in section 974 of the Companies Act) is made
for the Company’s Shares and the offeror were to acquire, or unconditionally contract to acquire, not less
than 90% in value of the shares to which the offer relates (the ‘‘Offer Shares’’) and not less than 90% of
the voting rights attached to the Offer Shares, within three months of the last day on which its offer can be
accepted, it could acquire compulsorily the remaining 10%. It would do so by sending a notice to
outstanding shareholders telling them that it will acquire compulsorily their Offer Shares and then, six
weeks later, it would execute a transfer of the outstanding Offer Shares in its favour and pay the
consideration to the Company, which would hold the consideration on trust for outstanding shareholders.
The consideration offered to the shareholders whose Offer Shares are acquired compulsorily under Act
must, in general, be the same as the consideration that was available under the takeover offer.
Sell-out
The Companies Act also gives minority shareholders a right to be bought out in certain circumstances by
an offeror who has made a takeover offer. If a takeover offer related to all the Shares and at any time
before the end of the period within which the offer could be accepted the offeror held or had agreed to
acquire not less than 90% of the Shares to which the offer relates, any holder of Shares to which the offer
related who had not accepted the offer could by a written communication to the offeror require it to
acquire those Shares. The offeror is required to give any shareholder notice of his right to be bought out
within one month of that right arising. The offeror may impose a time limit on the rights of the minority
shareholders to be bought out, but that period cannot end less than three months after the end of the
acceptance period. If a shareholder exercises his or her rights, the offeror is bound to acquire those Shares
on the terms of the offer or on such other terms as may be agreed.
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PART 17
DEFINITIONS AND GLOSSARY
Definitions
The following definitions apply throughout this document unless the context requires otherwise:
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‘‘barrels per stream day’’ . . . . . . . . . . the maximum number of barrels of input that a distillation
facility can process within a 24-hour period when running at full
capacity with no allowance for downtime. Large petrochemical/
refineries/power plants are typically expected to run for
8,000 hours per year or 333.33 days.
‘‘bcf’’ . . . . . . . . . . . . . . . . . . . . . . . . billion cubic feet
‘‘Best Estimate’’ . . . . . . . . . . . . . . . . prospective resources where there is a 50% probability that the
resources actually covered will equal or exceed the best estimate
‘‘BG’’ . . . . . . . . . . . . . . . . . . . . . . . . Bank guarantee
‘‘Bhander Power’’ . . . . . . . . . . . . . . . Bhander Power Limited
‘‘BITS-Pilani’’ . . . . . . . . . . . . . . . . . . Birla Institution of Technology and Sciences located at Pilani,
Rajasthan, India
‘‘bitumen’’ . . . . . . . . . . . . . . . . . . . . the low value residual product of crude-oil vacuum distillation,
which is primarily used for asphalt coating of roads and roofing
materials
‘‘Board’’ or ‘‘Directors’’ . . . . . . . . . . . the board of directors of Essar Energy plc
‘‘Bombay Stock Exchange’’ . . . . . . . . Bombay Stock Exchange Limited
‘‘BNP Paribas’’ . . . . . . . . . . . . . . . . . BNP PARIBAS
‘‘BPLR’’ . . . . . . . . . . . . . . . . . . . . . . Benchmark prime lending rate
‘‘BPCL’’ . . . . . . . . . . . . . . . . . . . . . . Bharat Petroleum Corporation Limited
‘‘bpd’’ . . . . . . . . . . . . . . . . . . . . . . . barrels per calendar day
‘‘BPMIGAS’’ . . . . . . . . . . . . . . . . . . Badan Pelaksana Kegiatan Usaha Hulu Minyak Dan Gas Bumi
‘‘BTU’’ . . . . . . . . . . . . . . . . . . . . . . . British thermal unit
‘‘BU’’ . . . . . . . . . . . . . . . . . . . . . . . . billion units, a unit of energy used in India to measure annual
power generation. 1 unit = 1 kilowatt hour unit.
‘‘busbar’’ . . . . . . . . . . . . . . . . . . . . . main power terminal to which circuits are attached
‘‘BVC’’ . . . . . . . . . . . . . . . . . . . . . . . Bureau Veritas Certification
‘‘C’’ . . . . . . . . . . . . . . . . . . . . . . . . . Celsius
‘‘CAGR’’ . . . . . . . . . . . . . . . . . . . . . compound annual growth rate
‘‘CB&I’’ . . . . . . . . . . . . . . . . . . . . . . Chicago Bridge and Iron
‘‘CDR Scheme’’ . . . . . . . . . . . . . . . . Corporate debt restructuring scheme entered into by Essar Oil
on 17 December 2004 with its then-existing lenders
‘‘CEA’’ . . . . . . . . . . . . . . . . . . . . . . . Central Electricity Authority
‘‘CERC’’ . . . . . . . . . . . . . . . . . . . . . Central Electricity Regulatory Commission
‘‘CERs’’ . . . . . . . . . . . . . . . . . . . . . . Certified Emission Reductions
‘‘CESTAT’’ . . . . . . . . . . . . . . . . . . . . Customs Excise and Service Tax Appellate Tribunal, Mumbai
‘‘CFC Rules’’ . . . . . . . . . . . . . . . . . . the United Kingdom controlled foreign company rules set out in
Chapter IV of Part XVII Income and Corporation Taxes Act
1988
‘‘ckt km’’ . . . . . . . . . . . . . . . . . . . . . circuit kilometres
‘‘clarified slurry oil’’ . . . . . . . . . . . . . a heavy fraction that is generated during the fluid catalytic
cracking process
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‘‘development pending’’ . . . . . . . . . . . a discovered oil or gas accumulation where project activities are
ongoing to justify commercial development in the foreseeable
future
‘‘diesel hydrotreater’’ . . . . . . . . . . . . unit used to hydrotreat a blend of raw diesel and kerosene
streams to produce low sulphur, high cetane number diesel
products
‘‘DIFC’’ . . . . . . . . . . . . . . . . . . . . . . Dubai International Finance Centre
‘‘Discussion Document’’ . . . . . . . . . . the discussion document entitled ‘‘Proposals for controlled
foreign companies (CFC) reform’’ as published in January 2010
by HM Treasury and HM Revenue & Customs
‘‘DVC’’ . . . . . . . . . . . . . . . . . . . . . . Damodar Valley Corporation
‘‘dwt’’ . . . . . . . . . . . . . . . . . . . . . . . . dead weight tonnage
‘‘E’’ . . . . . . . . . . . . . . . . . . . . . . . . . estimated
‘‘E&P’’ . . . . . . . . . . . . . . . . . . . . . . . exploration and production
‘‘EEH’’ . . . . . . . . . . . . . . . . . . . . . . Essar Energy Holdings Limited
‘‘EEPL’’ . . . . . . . . . . . . . . . . . . . . . . Essar Exploration and Production Limited
‘‘EEPLN’’ . . . . . . . . . . . . . . . . . . . . Essar Exploration and Production Limited (Nigeria)
‘‘EEU’’ . . . . . . . . . . . . . . . . . . . . . . Essar East Unawa
‘‘EITL’’ . . . . . . . . . . . . . . . . . . . . . . Essar Information Technology Limited
‘‘EOVL’’ . . . . . . . . . . . . . . . . . . . . . Essar Oil Vadinar Limited
‘‘EPC’’ . . . . . . . . . . . . . . . . . . . . . . . engineering, procurement and construction
‘‘EPCG Scheme’’ . . . . . . . . . . . . . . . the Export Promotion Capital Goods Scheme operated by the
Government of India
‘‘EPFMPA’’ . . . . . . . . . . . . . . . . . . . . Employees Provident Funds and Miscellaneous Provisions Act
1952
‘‘EPH’’ . . . . . . . . . . . . . . . . . . . . . . . Essar Power Holdings Ltd
‘‘EPS’’ . . . . . . . . . . . . . . . . . . . . . . . Economic Planning and Scheduling
‘‘ESU’’ . . . . . . . . . . . . . . . . . . . . . . . Essar South Unawa
‘‘Essar Affiliated Companies’’ . . . . . . members of the Essar Group and any other companies which
are not part of the Group which are owned and/or controlled
directly or indirectly by Mr Ravi Ruia, Mr Prashant Ruia or
members of their immediate family (meaning their brothers,
sisters, parents or spouses)
‘‘Essar Bulk Terminal’’ . . . . . . . . . . . Essar Bulk Terminal Limited, an Essar Affiliated Company
‘‘Essar Energy Overseas’’ . . . . . . . . . Essar Energy Overseas Ltd
‘‘Essar Engineering’’ . . . . . . . . . . . . . Essar Engineering Services Limited, an Essar Affiliated
Company
‘‘Essar Global’’ . . . . . . . . . . . . . . . . . Essar Global Limited
‘‘Essar Group’’ . . . . . . . . . . . . . . . . . Essar Global Limited and its subsidiaries that are not part of
Essar Energy plc
‘‘Essar HES’’ . . . . . . . . . . . . . . . . . . Essar Heavy Engineering Services, an Essar Affiliated Company
‘‘Essar House’’ . . . . . . . . . . . . . . . . . Essar House Limited, an Essar Affiliated Company
‘‘Essar Investments’’ . . . . . . . . . . . . . Essar Investments Limited
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‘‘fluid catalytic cracking’’ . . . . . . . . . . the refining process of breaking down the larger, heavier, and
more complex hydrocarbon molecules into simpler and lighter
molecules. Fluid catalytic cracking is accomplished by the use of
a catalytic agent, which is continuously regenerated and is an
effective process for increasing the yield of gasoline from crude
oil. Catalytic cracking processes fresh feedstock as well as
recycled feedstocks
‘‘FO’’ . . . . . . . . . . . . . . . . . . . . . . . . fuel oil
‘‘fob’’ . . . . . . . . . . . . . . . . . . . . . . . . free on board
‘‘Franchisees’’ . . . . . . . . . . . . . . . . . . Petrol Station Operations
‘‘FSA’’ . . . . . . . . . . . . . . . . . . . . . . . the Financial Services Authority
‘‘FSMA’’ . . . . . . . . . . . . . . . . . . . . . . the Financial Services and Markets Act 2000, as amended
‘‘gasoil’’ . . . . . . . . . . . . . . . . . . . . . . a liquid petroleum product with a boiling range temperature of
200 to 370C and an ignition temperature over 55C that is
typically used as a fuel for boilers, furnaces and internal
combustion engines. The type of gasoil suitable for use in
oil-fired heating plants and boilers is called heating oil, while the
type suitable for internal combustion engines is called diesel
‘‘gasoline’’ . . . . . . . . . . . . . . . . . . . . a light liquid petroleum product that is typically used as a fuel
for internal combustion engines
‘‘GDP’’ . . . . . . . . . . . . . . . . . . . . . . gross domestic product, the total value of goods and services
produced by a country
‘‘Global Supplies’’ . . . . . . . . . . . . . . . Global Supplies (UAE) FZE, an Essar Affiliated Company
‘‘GPCB’’ . . . . . . . . . . . . . . . . . . . . . Gujarat Pollution Control Board
‘‘gross refining margin’’ or ‘‘GRM’’ . . the sales value and net of discounts of refined products sold, less
the cost of crude oil consumed, plus benefits of sales tax
incentives, as adjusted for commodity hedging gains and losses
‘‘GUVNL’’ . . . . . . . . . . . . . . . . . . . . Gujarat Urja Vikas Nigam Limited
‘‘GW’’ . . . . . . . . . . . . . . . . . . . . . . . Gigawatt. One gigawatt equals 1,000 megawatts
‘‘Hazira Pipe’’ . . . . . . . . . . . . . . . . . . Hazira Pipe Mill Limited
‘‘Hazira Plate’’ . . . . . . . . . . . . . . . . . Hazira Plate Limited
‘‘HS2’’ . . . . . . . . . . . . . . . . . . . . . . . Hazira Steel 2
‘‘heavy crude oil’’ . . . . . . . . . . . . . . . crude oils with an API gravity between 25 and 30. For the
purpose of the prospectus, Dar and Mangala crudes are
considered ultra-heavy crudes due to having a high wax content
with an abnormally high bottom
‘‘ha’’ . . . . . . . . . . . . . . . . . . . . . . . . hectare
‘‘hectare’’ . . . . . . . . . . . . . . . . . . . . . 10,000 square meters
‘‘High Estimate’’ . . . . . . . . . . . . . . . . prospective resources where there is a 10% probability that the
resources actually covered will equal or exceed the high estimate
‘‘Hindalco’’ . . . . . . . . . . . . . . . . . . . . Hindalco Industries Limited
‘‘HDT VGO’’ . . . . . . . . . . . . . . . . . . hydrotreated vacuum gasoil
‘‘HMRC’’ . . . . . . . . . . . . . . . . . . . . . the UK HM Revenue & Customs
‘‘HPCL’’ . . . . . . . . . . . . . . . . . . . . . . Hindustan Petroleum Corporation Limited
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‘‘kv’’ . . . . . . . . . . . . . . . . . . . . . . . . . kilovolt
‘‘KW’’ . . . . . . . . . . . . . . . . . . . . . . . kilowatt
‘‘kWh’’ . . . . . . . . . . . . . . . . . . . . . . . kilowatt hours
‘‘light crude oil’’ . . . . . . . . . . . . . . . . crude oils with a sulphur content between 0.5% and 1.0% and
API gravity less than 30
‘‘light sweet crude oil’’ . . . . . . . . . . . crude oils with a sulphur content less than 0.5% and API gravity
greater than 30
‘‘Listing Rules’’ . . . . . . . . . . . . . . . . . the listing rules and regulations of the UK Listing Authority (as
amended)
‘‘Low Estimate’’ . . . . . . . . . . . . . . . . prospective resources where there is a 90% probability that the
resources actually covered will equal or exceed the low estimate
‘‘LPG’’ . . . . . . . . . . . . . . . . . . . . . . . liquefied petroleum gas. A gas mixture used for fuel purposes,
containing propane, propene, butane, or butane as its main
components that has been liquefied to enable it to be
transported and stored under pressure
‘‘m’’ . . . . . . . . . . . . . . . . . . . . . . . . . metres
3
‘‘m ’’ . . . . . . . . . . . . . . . . . . . . . . . . cubic metres
‘‘Madagascar Blocks’’ . . . . . . . . . . . . the 3103 (Melaky) and 3110 (Morombe) onshore blocks in
Madagascar
‘‘Mahan Coal’’ . . . . . . . . . . . . . . . . . Mahan Coal Limited, a joint venture between Essar Power and
Hindalco
‘‘Matix’’ . . . . . . . . . . . . . . . . . . . . . . Matix fertilisers and Chemicals Ltd.
‘‘MCL JV Agreement’’ . . . . . . . . . . . Mahan Coal Limited Joint Venture Agreement, a joint venture
agreement entered into on 1 February 2006 and subsequently
amended on 15 June 2006 between EPMPL and Hindalco
‘‘medium sour crude oil’’ . . . . . . . . . . crude oils with a sulphur content between 1.0% and 2.5% and
API gravity between 27 to 33
‘‘medium sweet crude oil’’ . . . . . . . . . crude oils with a sulphur content between 0.5% and 1% and API
between 27 to 33
‘‘Mehsana Block’’ . . . . . . . . . . . . . . . the CB-ON/3 block at Mehsana in the Cambay Basin
‘‘Member States’’ . . . . . . . . . . . . . . . member states of the EU
‘‘MIBOR’’ . . . . . . . . . . . . . . . . . . . . Mumbai inter bank offered rate
‘‘MKwH’’ . . . . . . . . . . . . . . . . . . . . . million kilowatt hour
‘‘MLD’’ . . . . . . . . . . . . . . . . . . . . . . million litres per day
‘‘mld’’ . . . . . . . . . . . . . . . . . . . . . . . million litres per day
‘‘mmbbl’’ . . . . . . . . . . . . . . . . . . . . . million barrels of oil and condensate
‘‘mmboe’’ . . . . . . . . . . . . . . . . . . . . . million barrels of oil equivalents
‘‘mmBTU’’ . . . . . . . . . . . . . . . . . . . . million BTU
‘‘mmt’’ . . . . . . . . . . . . . . . . . . . . . . . million metric tonnes
‘‘mmscmd’’ . . . . . . . . . . . . . . . . . . . . million standard cubic meters per day
‘‘mmtpa’’ . . . . . . . . . . . . . . . . . . . . . million metric tonnes per annum
‘‘MoPNG’’ . . . . . . . . . . . . . . . . . . . . Ministry of Petroleum and Natural Gas
375
376
377
‘‘Phase I Refinery Project’’ . . . . . . . . project to upgrade the Vadinar refinery processing capacity to
18 mmtpa and increase its average Nelson Complexity Index
from 6.1 to 11.8 through debottlenecking and the addition of
new process units
‘‘Phase II Refinery Project’’ . . . . . . . . project to add a new refinery stream to the Vadinar refinery,
increasing its total processing capacity to 36.0 mmtpa and its
average Nelson Complexity Index from 11.8 to 12.8
‘‘PLR’’ . . . . . . . . . . . . . . . . . . . . . . . Prime lending rate
‘‘PMLs’’ . . . . . . . . . . . . . . . . . . . . . . Petroleum Mining Licenses
‘‘PNGRB’’ . . . . . . . . . . . . . . . . . . . . Petroleum and Natural Gas Regulatory Board
‘‘Power Finance Corporation’’ . . . . . . Power Finance Corporation Limited, a PSU under the Indian
Ministry of Power
‘‘Power Plant Projects’’ . . . . . . . . . . . the Phase I Power Projects and the Phase II Power Projects
‘‘PPA’’ . . . . . . . . . . . . . . . . . . . . . . . Power Purchase Agreement
‘‘PPAC’’ . . . . . . . . . . . . . . . . . . . . . . Petroleum Planning Analysis Cell
‘‘Premier Oil’’ . . . . . . . . . . . . . . . . . . Premier Oil Pacific Limited
‘‘PRMS’’ . . . . . . . . . . . . . . . . . . . . . Petroleum Resources Management System
‘‘prospect’’ . . . . . . . . . . . . . . . . . . . . an oil and gas asset that has been technically evaluated to a state
where it is ready to be drilled
‘‘Prospectus Directive’’ . . . . . . . . . . . EU Prospectus Directive (2003/71/EC)
‘‘Prospectus Rules’’ . . . . . . . . . . . . . . the rules for the purposes of Part VI of FSMA in relation to
offers of securities to the public and the admission of securities
to trading n a regulated market
‘‘PSC’’ . . . . . . . . . . . . . . . . . . . . . . . production sharing contract
‘‘PSU’’ . . . . . . . . . . . . . . . . . . . . . . . Public Sector Undertaking
‘‘qualified institutional buyer’’ or
‘‘QIBs’’ . . . . . . . . . . . . . . . . . . . . . . has the meaning given by Rule 144A under the US Securities
Act
‘‘Qualified Investors’’ . . . . . . . . . . . . persons who are ‘‘qualified investors’’ within the meaning of
Article 2(1)(e) of the Prospectus Directive
‘‘Rajmahal Block’’ . . . . . . . . . . . . . . . the RM(E)-CBM-2008/IV block in Jharkhand, India
‘‘Raniganj Block’’ . . . . . . . . . . . . . . . the RG (East)-CBM-2001/1 block in West Bengal, India
‘‘Ratna Fields’’ . . . . . . . . . . . . . . . . . the Ratna & R-Series Fields
‘‘refinery’’ . . . . . . . . . . . . . . . . . . . . . a facility used to process crude oil. The basic process unit in a
refinery is a crude oil distillation unit, which splits crude oil into
various fractions through a process of heating and condensing.
Simple, or hydroskimming, refineries normally have crude oil
distillation, catalytic reforming, and hydrotreating units. The
demand for lighter petroleum products, such as motor gasoline
and diesel fuel, has increased the need for more sophisticated
processing. Complex refineries have vacuum distillation,
catalytic cracking, or hydrocracking units. Cracking units process
vacuum oil into gasoline, gasoil, and heavy fuel oil
‘‘Refinery Expansion Projects’’ . . . . . . collectively, the Phase I Refinery Project and Phase II Refinery
Project
378
‘‘refining margin’’ . . . . . . . . . . . . . . . the difference, for any particular quantity of crude oil, between
the value of all the refined petroleum products a refinery is able
to produce from such crude oil minus the cost of the crude oil
(including associated costs such as transport, insurance, etc.)
‘‘Registrars’’ . . . . . . . . . . . . . . . . . . . Computershare Investor Services PLC
‘‘Regulation S’’ . . . . . . . . . . . . . . . . . Regulation S under the US Securities Act
‘‘reserves’’ . . . . . . . . . . . . . . . . . . . . those volumes of discovered hydrocarbons that are either
producing or are subject to a commercially viable development
plan and are almost certain to be developed
‘‘resources’’ . . . . . . . . . . . . . . . . . . . those volumes of hydrocarbons either yet to be found
(prospective) or if found the development of which depends
upon a number of factors being resolved (contingent)
‘‘RON’’ . . . . . . . . . . . . . . . . . . . . . . research octane number, a way of measuring octane of gasoline
‘‘RPS’’ . . . . . . . . . . . . . . . . . . . . . . . RPS Energy
‘‘S’’ . . . . . . . . . . . . . . . . . . . . . . . . . sulphur
‘‘SEBs’’ . . . . . . . . . . . . . . . . . . . . . . State Electricity Boards
‘‘SEC’’ . . . . . . . . . . . . . . . . . . . . . . . US Securities and Exchange Commission
‘‘Senior Management’’ . . . . . . . . . . . members of Essar Energy’s management team, details of whom
are set out in Part 8 ‘‘Directors, Senior Management and
Corporate Governance’’
‘‘Shareholders’’ . . . . . . . . . . . . . . . . . the holders of Shares in the capital of Essar Energy plc
‘‘Shares’’ . . . . . . . . . . . . . . . . . . . . . the ordinary shares of Essar Energy plc
‘‘Shell International’’ . . . . . . . . . . . . . Shell International Petroleum Company Limited
‘‘Shell Refineries’’ . . . . . . . . . . . . . . . Shell’s oil refinery in Stanlow, United Kingdom, and Shell’s
refineries in Hamburg and Heide, Germany
‘‘SERCs’’ . . . . . . . . . . . . . . . . . . . . . State Electricity Regulatory Commissions
‘‘SEZ Act’’ . . . . . . . . . . . . . . . . . . . . Special Economic Zone Act 2005
‘‘SEZ Rules’’ . . . . . . . . . . . . . . . . . . Special Economic Zone Rules 2006
‘‘SDRT’’ . . . . . . . . . . . . . . . . . . . . . . UK stamp duty reserve tax
‘‘SKO’’ . . . . . . . . . . . . . . . . . . . . . . . superior kerosene oil
‘‘SO2’’ . . . . . . . . . . . . . . . . . . . . . . . sulphur dioxide, the combustion product of sulphur, which is
formed from the use of fuels containing sulphur
‘‘Sponsor’’ . . . . . . . . . . . . . . . . . . . . J.P. Morgan Cazenove
‘‘spot market’’ . . . . . . . . . . . . . . . . . a term used to describe the international trade in one-off
cargoes or shipments of commodities, such as crude oil, in which
prices closely follow demand and availability
‘‘sq. ft.’’ . . . . . . . . . . . . . . . . . . . . . . square feet
‘‘Stabilising Manager’’ . . . . . . . . . . . . J.P. Morgan Cazenove
‘‘Standard Chartered’’ . . . . . . . . . . . . Standard Chartered Securities (Hong Kong) Limited
‘‘Subsidiary’’ . . . . . . . . . . . . . . . . . . . has the meaning given to it in section 1159 of the UK
Companies Act 2006
379
‘‘sulphur recovery unit’’ . . . . . . . . . . . unit used to process hydrogen sulphide gas from the sour water
stripper and amine regeneration units and convert it to
elemental sulphur, thereby avoiding pollution of the
environment
‘‘tcf’’ . . . . . . . . . . . . . . . . . . . . . . . . trillion cubic feet
‘‘Teletech Investments’’ . . . . . . . . . . . Teletech Investments (I) Limited
‘‘tough’’ . . . . . . . . . . . . . . . . . . . . . . crude oils having an API gravity of less than 25
‘‘tph’’ . . . . . . . . . . . . . . . . . . . . . . . . tonnes per hour
‘‘TWh’’ . . . . . . . . . . . . . . . . . . . . . . tera watt hour
‘‘UK’’ . . . . . . . . . . . . . . . . . . . . . . . . the United Kingdom of Great Britain and Northern Ireland
‘‘ultra heavy crude oil’’ . . . . . . . . . . . crude oils with an API gravity of less than 25. For the purposes
of this prospectus, Dar and Managala crudes are considered
ultra-heavy crudes due to heavy a high wax content with an
abnormally high bottom
‘‘UMPPs’’ . . . . . . . . . . . . . . . . . . . . . Ultra Mega Power Projects
‘‘UNFCCC’’ . . . . . . . . . . . . . . . . . . . United Nations Framework Convention on Climate Change
‘‘Underwriters’’ . . . . . . . . . . . . . . . . . J.P. Morgan Cazenove, Deutsche Bank, BNP Paribas, Nomura
and Standard Chartered
‘‘Underwriting Agreement’’ . . . . . . . . the underwriting agreement entered into on 30 April 2010
between Essar Energy plc, the Directors and the Underwriters
described in paragraph 13 of Part 16 ‘‘Additional Information’’
‘‘United States’’ or ‘‘US’’ . . . . . . . . . . the United States of America, its territories and possessions, any
State of the United States of America, and the District of
Columbia
‘‘UOP’’ . . . . . . . . . . . . . . . . . . . . . . Universal Oil Products, LLC
‘‘US Exchange Act’’ . . . . . . . . . . . . . United States Securities Exchange Act of 1934, as amended
‘‘US GAAP’’ . . . . . . . . . . . . . . . . . . accounting principles generally accepted in the United States
‘‘US GAAS’’ . . . . . . . . . . . . . . . . . . . auditing standards generally accepted in the United States
‘‘US Securities Act’’ . . . . . . . . . . . . . United States Securities Act of 1933, as amended
‘‘vacuum distillation unit’’ . . . . . . . . . a process that follows atmospheric distillation (when the latter is
no longer feasible because of the high temperatures) that takes
place in vacuum-conditions, made to obtain vacuum gasoil and a
heavy vacuum residues
‘‘Vadinar Oil’’ . . . . . . . . . . . . . . . . . . Vadinar Oil
‘‘Vadinar Properties’’ . . . . . . . . . . . . . Vadinar Properties Limited, an Essar Affiliated Company
‘‘VAT’’ . . . . . . . . . . . . . . . . . . . . . . . value added tax
‘‘VGO hydrotreater’’ . . . . . . . . . . . . . vacuum gasoil hydrotreater
‘‘Vietnam Block’’ . . . . . . . . . . . . . . . the 114 offshore oil and gas block off the coast of Vietnam
‘‘visbreaking’’ . . . . . . . . . . . . . . . . . . a mild thermal cracking to further upgrade the vacuum residue
received from the distillation unit. The thermal cracking takes
place in the furnace and distillates are obtained through two
stage distillation in atmospheric and vacuum distillation columns
‘‘VOTL’’ . . . . . . . . . . . . . . . . . . . . . Vadinar Oil Terminal Limited
‘‘VPCL’’ . . . . . . . . . . . . . . . . . . . . . . Vadinar Power Company Limited, an Essar Affiliated Company
‘‘VPTL’’ . . . . . . . . . . . . . . . . . . . . . . Vadinar Ports & Terminal Limited, an Essar Affiliated Company
380
PART 18
EXPERT REPORTS
RPS Ratna & R-Series Fields Report (Ratna), prepared by RPS Energy . . . . . . . . . . . . . . . . . . . 382
ARI RM(E)-CBM-2008/IV Block Report (Rajmahal), prepared by Advance Resources
International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498
NSAI OPL 226 Block Report (Nigeria), prepared by Netherland, Sewell & Associates, Inc. . . . . . 536
NSAI RG (East)-CBM-2001/1 Block Report (Raniganj), prepared by Netherland, Sewell &
Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585
381
COMPETENT PERSON’S REPORT FOR THE RATNA & R-SERIES FIELDS, OFFSHORE INDIA
In response to your request and subsequent Letter of Engagement dated 4th January 2010 (and amended
by a side letter dated 28th January), RPS Energy (‘‘RPS’’) has completed an independent evaluation of
certain oil and gas properties in the Ratna area offshore India in which Essar Oil Limited (‘‘EOL’’) has an
interest. This report fulfils the requirements of a Mineral Expert’s Report (or Competent Person’s Report
‘‘CPR’’) and has been prepared for inclusion in the prospectus to be published in relation with the Initial
Public Offering (IPO) of Essar Energy plc (‘‘Essar Energy’’) on the London Stock Exchange (the
‘‘Prospectus’’).
RPS has estimated a range of recoverable resources as at December 31st 2009, based on data and
information available up to that date. RPS has also estimated the value of these resources. In estimating
resources we have used standard petroleum engineering techniques, which combine geological and
production data with information concerning fluid characteristics and reservoir pressure, where available.
We have estimated the degree of uncertainty inherent in the measurements and interpretation of the data
and have calculated a range of resources and risk factors in accordance with the 2007 SPE/WPC/AAPG/
SPEE Petroleum Resource Management System (See Section 2.2).
We have taken the working interest that EOL has in the Ratna and R-Series Fields, offshore India (the
‘‘Properties’’), as presented by EOL, and we have not investigated nor do we make any warranty as to
EOL’s interest in the Properties.
382
The data set included geological, geophysical and engineering data, together with reports and
presentations pertaining to the contractual and fiscal terms applicable to the assets. In carrying out this
review RPS has relied solely upon this information.
Summary of Resources
RPS has classified these recoverable volumes as Contingent Resources—Development Pending which is
the highest category of Contingent Resources prior to classification as Reserves. RPS considers that the
volumes could be classified as Reserves on execution of a Production Sharing Contract (‘‘PSC’’) and
finalisation of a detailed field development plan. RPS has written assurance from EOL that the PSC will be
signed in May 2010 and that development of Ratna and the R Series fields is a priority for EOL
management. As a result RPS estimate a Chance of Development to be 90%. The gross, net and net
working interest Contingent Resources for the Ratna Field and R Series Fields are given in Table 1.
Net Entitlement
Gross Resources Net WI Resources Resources
Oil Gas Oil Gas Oil Gas
(MMstb) (Bscf) (MMstb) (Bscf) (MMstb) (Bscf)
The total net entitlement oil and gas resources relates to the PSC as a whole and as such it is not possible
to determine the exact resources applicable to each field. The allocation in Table 2 has used the total mean
oil and gas entitlement resources as calculated and has allocated this total back to each field based on the
mean ratio of oil and gas in each field for the gross input cases.
Net Entitlement
Resources
Oil Gas
Field Formation (MMstb) (Bscf)
Valuation
Economic valuation of reserves and resources are linked to a long term price forecast for Brent. The Base
Case price used for all valuations presented in this report, is given in Table 2. The Base Case forecast was
383
supplied by EOL to be consistent with other reports in the Prospectus and is not an independent RPS
forecast.
Oil Price
Brent Ratna price Gas Price
US$/stb US$/stb US$/MMBTu
RPS has assumed project sanction on 1st January 2011 and first oil on 1st December 2013 in its valuation.
Fabrication of the CPP is on the critical path of the schedule. EOL believes that project sanction could be
earlier than assumed by RPS and yards could complete the CPP fabrication in less time than RPS has
estimated. Should this be the case first oil would be brought forward accordingly and the resulting expected
post-tax net present value of the project would increase.
The post-tax Net Present Values (NPV) of EOL’s Resources at various discount rates, applying the Base
Case price forecasts, are tabulated in Table 4.
Qualifications
RPS is an independent consultancy specialising in petroleum reservoir evaluation and economic analysis.
Except for the provision of professional services on a fee basis, RPS does not have a commercial
arrangement with any other person or company involved in the interests that are the subject of this report.
Mr Gordon Taylor, Director, Geoscience for RPS Energy, has supervised the evaluation. Mr Taylor is a
Chartered Geologist and Chartered Engineer with over 30 years experience in upstream oil and gas. Other
RPS Energy employees involved in this work hold at least a Masters degree in geology, geophysics,
petroleum engineering or a related subject or have at least five years of relevant experience in the practice
of geology, geophysics or petroleum engineering.
Basis of Opinion
The evaluation presented herein reflects our informed judgement based on accepted standards of
professional investigation, but is subject to generally recognised uncertainties associated with the
interpretation of geological, geophysical and engineering data. The evaluation has been conducted within
our understanding of petroleum legislation, taxation and other regulations that currently apply to these
interests. However, RPS is not in a position to attest to the property title, financial interest relationships or
encumbrances related to the properties. Our estimates of resources and value are based on the data set
available to, and provided by EOL. We have accepted, without independent verification, the accuracy and
completeness of these data.
As the existing platform and facilities at Ratna Field will not be reused and the remaining facilities are yet
to be fabricated no site visit was deemed necessary.
The report represents RPS’ best professional judgement and should not be considered a guarantee or
prediction of results. It should be understood that any evaluation, particularly one involving exploration
and future petroleum developments, may be subject to significant variations over short periods of time as
new information becomes available. This report relates specifically and solely to the subject assets and is
conditional upon various assumptions that are described herein. The report, of which this letter forms part,
must therefore be read in its entirety. Except with permission from RPS, this report may not be
reproduced or redistributed, in whole or in part, to any other person or published, in whole or in part, for
384
any purpose without the express written consent of RPS. However in instances where excerpts only are to
be reproduced or published, other than in relation to the circular and prospectus in connection with the
IPO, this cannot be done without the express permission of RPS. RPS has given and not withdrawn its
written consent to the issue of this Prospectus, with its name included within it, and to the inclusion of this
report and references to this report in the Prospectus.
For the purposes if Prospectus Rule 5.5.3R(2)(f) RPS accepts responsibility for the information contained
in the RPS report set out in this part of the Prospectus and those parts of the Prospectus which include
references to this report and declares that to the best knowledge and belief of RPS, having taken all
reasonable care to ensure that such is the case, the information contained herein is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Yours faithfully,
RPS Energy
28APR201017121927
Gordon R Taylor, CEng, CGeol
Director, Geoscience
385
Table of Contents
386
387
List of Tables
Table 2-1: Ratna and R Series fields Block Location Map . . . . . . . . . . . . . . . . . . . . . . . . . 391
Table 4-1: Bombay Basin Structural Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396
Table 4-2: Bombay Basin Regional geological cross section . . . . . . . . . . . . . . . . . . . . . . . . . 397
Table 4-3: Ratna Area Stratigraphy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398
Table 5-1: Typical RPIII Limestone log . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401
Table 5-2: Bassein Limestone RPIII Reservoir Parameter Summary . . . . . . . . . . . . . . . . . . . 402
Table 5-3: Typical Bassein A Limestone log . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403
Table 5-4: Bassein A Limestone Reservoir Parameter Summary . . . . . . . . . . . . . . . . . . . . . 404
Table 5-5: Bassein Limestone Core Porosity and Permeability Crossplot . . . . . . . . . . . . . . . . 405
Table 5-6: Bassein Limestone Core Porosity and Permeability Crossplot by reservoir and field . 405
Table 5-7: Summary of In-place Volume Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . 406
Table 5-8: Ratna Block Bassein A Limestone Depth Structure Map . . . . . . . . . . . . . . . . . . 407
Table 5-9: R12 Well field—Existing Wells Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409
Table 5-10: R12 Central Area RPIII Limestone, STOIIP Estimates (100% Basis) . . . . . . . . . 410
Table 5-11: R12 Northern Area RPIII Limestone, STOIIP Estimates (100% Basis) . . . . . . . . 411
Table 5-12: R12 Southern Area RPIII Limestone, STOIIP Estimates (100% Basis) . . . . . . . . 411
Table 5-13: R12 RPIII Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412
Table 5-14: R12 Central Area Basal Clastic Reservoir STOIIP Estimates (100% Basis) . . . . . 413
Table 5-15: R12 Southern Area Basal Clastic Reservoir STOIIP Estimates (100% Basis) . . . . 413
Table 5-16: R12 Northern Area Basal Clastic Reservoir STOIIP Estimates (100% Basis) . . . . 414
Table 5-17: R12 Basal Clastics Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 415
Table 5-18: R7 and R7A fields—Existing Wells Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 416
Table 5-19: R7 A Reservoir, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . . . . 417
Table 5-20: R7A A Limestone, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . . 417
Table 5-21: R7 and 7A A limestone Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . 418
Table 5-22: R8 Miocene Limestone STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . 419
Table 5-23: R8 Miocene Limestone Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . 420
Table 5-24: R9 field—Existing Wells Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 421
Table 5-25: R9 A-Limestone, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . . . 421
Table 5-26: R9 field—A limestone depth structure map . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422
Table 5-27: R10 field—Existing Wells Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423
Table 5-28: R10 A-Limestone, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . . 423
Table 5-29: R10 A Limestone Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 424
Table 5-30: R13 field—Existing Wells Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425
Table 5-31: R13 A and B Limestone, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . 426
Table 5-32: R13 Basal Clastics STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . . . . . . . . 426
Table 5-33: R13 A Limestone Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427
Table 5-34: R13 Basal Clastics Depth Structure Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428
Table 5-35: R71 Basal Clastic Reservoir, STOIIP Estimates (100% Basis) . . . . . . . . . . . . . . . 429
Table 6-1: Core Measurements of Permeability vs. Porosity . . . . . . . . . . . . . . . . . . . . . . . . . 430
Table 6-2: SCAL Analyses of R12-2 Well Samples (RPIII limestone) . . . . . . . . . . . . . . . . . . 431
Table 6-3: Estimates of Carbonate Recovery Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432
Table 6-4: R-12 RPIII Limestone, Central Segment—Production and Decline Curve Fit . . . . 432
Table 6-5: R12 RPIII Limestone, Central Segment—Estimated Ultimately Recoverable Oil . 433
Table 6-6: R-12 RPIII MBAL Multi-tank Modelling: Analytical Method—Tank 01 . . . . . . . . 433
Table 6-7: RPIII Production Well Tests vs. Well Cumulative Production . . . . . . . . . . . . . . . . 434
Table 6-8: Estimated Well Cumulative Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434
Table 6-9: Summary of Oil Recovery Factor Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435
Table 6-10: Expected Ultimate Recovery from Individual Reservoir Pools . . . . . . . . . . . . . . . 436
388
389
Appendices
390
1. DESCRIPTION OF ASSETS
The Ratna and R-Series fields comprise a group of fields located about 90km south-west of Bombay and to
the south of the producing Heera and Neelam fields (see Figure 1). Water depths are in the range 40 to
50 m.
26MAR201019253614
Table 2-1: Ratna and R Series fields Block Location Map
Exploration in the area began in 1976, since when about 30 exploration and appraisal wells have been
drilled by the Oil and Natural Gas Corporation Limited (ONGC). Several oil discoveries have been made
and one, the R-12 or Ratna Field, was on production from 1983 until 1994. During this period
approximately 10 MMstb of oil was recovered. Production ceased due to the lack of adequate pressure
maintenance.
391
392
2. METHODOLOGY
2.1 General
The evaluation presented in this Competent Persons Report (‘‘CPR’’) has been conducted within our
understanding of petroleum legislation, taxation and other regulations that currently apply to these
interests. RPS is not in a position to attest to the property title, financial interest relationships or
encumbrances related to the properties.
Our estimates of potential resources and risks are based on the data set available to, and provided by,
EOL. We have accepted, without independent verification, the accuracy and completeness of these data.
Volumes and risk factors are presented in accordance with the 2007 SPE/WPC/AAPG/SPEE Petroleum
Resource Management System (PRMS).
393
Volumetric input parameters, gross rock volume (GRV), porosity, net-to-gross ratio (N:G), water
saturation (Sw), fluid expansion factor (Bo or Bg) and recovery factor, are considered separately. RPS has
internal guidelines on the best practice in characterising appropriate input distributions for these
parameters.
Systematic bias in volumetric assessment is a well-established phenomenon. There is a tendency to
estimate parameters to a greater degree of precision than is warranted(1) and to bias pre-drill estimates to
the high side(2). Rose and Edwards observe the tendency towards assessing volumes in too narrow a range
with overly large low-side and mean estimates. RPS uses benchmarked P90/P10 ratios and known field size
distributions to check the reasonableness if estimated volumes.
(1) Rose, P.R., 1987. Dealing with Risk and Uncertainty in Exploration: How Can We Improve? AAPG Bulletin, 71 (1), pp. 1-16.
(2) Rose, R.P. and Edwards, B., 2001. Could this prospect turn out to be a mediocre little one-well field? Abstract, AAPG Bulletin,
84(13)
394
3. DATABASE
Legacy companies now owned by RPS has previously reviewed this property; Intera in 1997 and Scott
Pickford in 2005. Data were supplied by client for these studies and these data were reviewed as
appropriate. The data available for this review were:
• Previous Reports—The Final Intera 1997 Report and extensive work files plus the final 2005 Scott
Pickford report, several preceding drafts of this report and work files.
• Geophysics—as no new seismic data were available since the 2005 study the agreed scope of work for
this project was to adopt the previous seismic structural interpretations. The geophysical mapping
grids and horizon files were available and, when loaded to Petrosys mapping package, were used to
reconstruct the maps provided in the previous reports. RPS is aware that ONGC has acquired a 3D
seismic survey over the R-7 field but EOL is not in possession of the 3D data. These data were
therefore not available to RPS for the current study.
• Wireline Log Data—Well logs and Wellsite core descriptions were available. Also ASCII files of
Wireline logs and petrophysical analysis results were available over parts of the wells, apparently the
reservoir intervals where petrophysical analysis was performed.
• Stratigraphic information—The only stratigraphic information available to RPS were summary
tabulations of stratigraphic tops, comments of the zone tested in the well-test summaries and depth
annotations at wells on depth structure maps. Whilst beyond the scope of this project RPS undertook
a quick-look log correlation of the log data supplied and it appears that in the Bassein limestone
(i) better, more horizon consistent correlations can be made within the fields and that (ii) inter-field
correlations are possible within the Bassein limestone, which when allied with seismic data and block
structural history, may present a tool to understand reservoir development and predict or delineate
zones of better reservoir development.
• Well samples and tests—Summaries of Core analysis results, Well drill-stem or production test, PVT
and pressure data summaries but no original contractor reports were available
• Infrastructure—RPS has received descriptions of the existing infrastructure, the R12 platform and
associated production pipelines and wells, but as the infrastructure will not be reused RPS has not
made a site visit to verify the existence or mechanical state of this infrastructure.
• Legal and commercial Documentation—a number of official documents including the unsigned
intended PSC contract and various correspondence were provided to RPS
No new well or seismic data has been provided to RPS since the previous evaluation of the Ratna and R
Series Fields undertaken by Intera (October 1997) and Scott Pickford (2005). The Intera study included a
fully integrated technical reservoir study (September 1997) which the Scott Pickford and this study have
drawn on.
395
4. REGIONAL SETTING
4.1 Bombay Basin Geological History
The Ratna license lies in the southern part of the Bombay basin, a broad peri-cratonic basin dissected by
grabens which lies on the western passive margin of the Indian plate (Table 4-1). The Bombay Basin was a
carbonate-dominated basin from the middle Cretaceous to Late Miocene becoming clastic-dominated in
the Late Tertiary (Table 4-3). It is a prolific hydrocarbon province with over 12.5Bbbl(3) oil equivalent oil
and gas discovered. The majority of this oil and gas is contained in Tertiary carbonate reservoirs. The
Ratna oilfields are the product of a Tertiary petroleum system with Eocene limestone reservoir and shale
source rocks with trap formation in the Oligocene and Charge in the Pliocene to Recent.
26MAR201019142752
Table 4-1: Bombay Basin Structural Elements
(3) From USGS Bombay Geologic Province Eocene to Miocene Composite Total Petroleum System, India By C.J. Wandrey U.S.
Geological Survey Bulletin 2208-F Posted online May 2004, version 1.0. NB statistics quoted are from Petroconsultants, dated
1996.
396
26MAR201019143561
Table 4-2: Bombay Basin Regional geological cross section
397
26MAR201019144539
Table 4-3: Ratna Area Stratigraphy
Initially this rift terrain landscape evolved as a continental environment but as regional thermal subsidence
continued so eventually it was flooded by the sea, with the rifts becoming restricted deep-water depressions
and the intervening high blocks upstanding islands, the largest of which was the Bombay platform. The
basins were infilled by the Panna Formation, also termed the Basal Clastic formation. Its thickness varies
from almost nil to hundreds of meters in basin axial areas due to syn-sedimentary activity of the graben-
bounding faults. Where fully developed it usually has a stratigraphy of basal Trap derived sandstone or
Trap-wash overlain by grey to dark grey shales and interbedded siltstones from fluvial to transitional
environments with locally developed carbonaceous shales and coals indicating shallow marine, restricted
and deltaic environments. In contrast the horst blocks remained emergent with only a few localised
depressions receiving clastic sediments.
Full marine conditions were developed in the western part of the basin where claystones and carbonates
were deposited. On the southern part of the Mumbai High an isolated carbonate bank developed
accumulating a muddy foraminiferal-algal packstone and further offshore a small number of isolated
off-shelf carbonate build-ups have been identified.
398
clastics and resulting in them becoming the locations for the growth of shallow-water carbonates of the
Bassein formation, the primary reservoir target in the Ratna block.
Overlying the Bassein Limestone is a succession of interbedded carbonates and shales, commonly referred
to as the ‘‘Alternations’’ in ONGC reports. The Alternations are non-reservoir beds which were deposited
in a mid- to outer-shelf environment. Towards the end of this period clastic material began to be
introduced into the Surat depression with shale interbeds being deposited throughout the area.
399
5. RESERVOIR GEOLOGY
5.1 Stratigraphic Nomenclature
As noted above two formations, the Basal Clastics and the Bassein limestones form the primary reservoir
targets in the Ratna area (Table 4-3).
The Basal Clastics are highly interbedded fluvial to shallow marine interbedded sandstones and shales.
There have only been a few penetrations of this interval in the block and this limited dataset makes it very
difficult to correlate these sediments and know how laterally continuous the reservoir intervals are.
The Bassein limestone has been subdivided into multiple reservoir zones. The Limestone has been
subdivided into two units, the A and B units. The top of the A unit coincides with seismic reflector H3A
and is also known as the RI horizon. RPS does not know how the Top of the B unit is identified but this
horizon is also known as the RII horizon. The Bassein B zone is subdivided into the RII, RIII and RIV
zones. The base of the B zone coincides with the Eocene unconformity, identified by seismic reflector H4
(Table 4-2).
400
cut-offs and appears to have been so by operator ONGC as they attempted a production test of this
interval.
26MAR201020202293
Track 1—measured depth (MD): Track 2—true vertical depth subsea (TVDSS): Track 3—Gamma ray (black), Calliper curves: Track
4—lithology and fluids: Shading from left to right- Water shaded in light blue, Hydrocarbon shaded in green, bound water shaded in
dark blue, Limestone shaded in cream with blue brick ornament, Dolomite shaded in lilac with purple inclined brick ornament, other,
mostly shale, unshaded: Track 5—position of cores and level of fracturing: Track 6: resistivity logs: Track 7—porosity logs (neutron,
density and sonic):
Petrophysical analysis was undertaken by Intera and this interpretation has been reviewed for this study.
Interpreted data have been summed and tabulated below (Table 5-2). Tops were taken by previous studies.
These depths are used to define the interval and from this interval Gross interval, Gross Reservoir and Net
reservoir thickness, Average porosity and net reservoir percentage within the gross interval (N:G) are
extracted.
Average hydrocarbon saturations were calculated within the interval. No OWC was applied but the Sw
cut-off removed unrealistic values. Averages were calculated for all wells on the field and also by area of
the field (see 5.7.1). Data were extracted from this table to populate the stochastic inputs for Zone
thickness, porosity and N:G and Sw.
401
R12-1 . . . . . . . . . . . 1877.0 2076.0 199.0 187.9 84.0 42.2 14.4 58.7 36.5 14.9
R12-2 . . . . . . . . . . . 1905.0 2087.0 133.5 123.4 29.6 22.1 13.5 2.9 38.8 17.0
R12-3 . . . . . . . . . . . 1945.0 2158.6 205.1 180.6 58.5 28.5 12.9 4.0 47.4 15.6
R12-4 . . . . . . . . . . . NA
R12-5 . . . . . . . . . . . 1932.0 2095.0 163.1 162.6 78.3 48.0 16.5 7.8 51.3 18.0
R12-A1 . . . . . . . . . . 1935.7 2102.7 167.0 153.5 65.1 39.0 14.0 22.4 44.6 18.4
R12-A2 . . . . . . . . . . 1956.3 2166.0 209.6 116.5 29.9 14.3 12.4 1.7 40.7 14.5
R12-A3 . . . . . . . . . . 1863.2 2070.3 207.0 164.0 52.2 25.2 13.4 48.0 35.7 14.1
R12-A4 . . . . . . . . . . NA
R12-A5 . . . . . . . . . . 1925.3 2139.3 214.0 188.5 82.3 38.5 14.0 28.4 41.3 19.9
R12-A6 . . . . . . . . . . 1960.2 2065.1 104.8 100.1 14.2 13.5 13.6 3.5 42.6 16.5
R12-A7 . . . . . . . . . . 1910.4 2130.2 212.8 201.7 35.7 16.8 13.4 22.2 30.4 14.9
R12-A8 . . . . . . . . . . 2026.7 2211.2 87.6 86.2 5.3 6.1 16.0 0.0
R12-A9 . . . . . . . . . . 1999.6 2194.2 107.4 60.4 20.0 18.7 14.8 0.0
R12-A10 . . . . . . . . . NA
Averages . . . . . . . . 167.6 143.8 46.3 26.1 14.1 16.6 40.9 16.4
Central . . . . . . . . . 167.7 139.9 43.2 23.8 14.0 20.5 38.8 16.2
North . . . . . . . . . . . 205.1 180.6 58.5 28.5 12.9 4.0
South . . . . . . . . . . . 148.3 143.0 53.9 35.1 15.0 5.3 45.0 17.5
Cut offs used : Net reservoir :Vsh<40%, porosity>10%, Net pay :Sw <60%
Table 5-2: Bassein Limestone RPIII Reservoir Parameter Summary
5.2.2 A Limestone
The A limestone lies above the RPIII limestone and was deposited in a very similar environment, resulting
in a very similar reservoir rock, essentially a low porosity low permeability carbonate with zones of
enhanced porosity. The A unit is thinner than the RPIII interval and has similar zones of enhanced
porosity development. Coring has shown that this porosity is often due to vuggy secondary porosity and
fractures.
As with the RPIII limestone a substantial improvement in reservoir quality is found where these
low-energy carbonates are fractured, although fractures in many cores have been filled by calcite cement
and could play no role in production. In some wells, the fractures as well as associated vugs appear to have
been solution-enlarged. The extent of fracturing and solution-enlargement as described in core and in the
Log Evaluation Reports of ONGC is detailed below (Appendix D). Intera proposed that fractures will be
best developed adjacent to and along the length of faults, in crestal areas of folds and may also have
formed due to differential compaction of brittle carbonates that are encased in finer-grained shaly
deposits. RPS agree with this, thus as the dominant regional fault direction tends to be North-South.
Fracture studies were not available in the data provided but in any development the preferred orientation
for inclined production wells would be orthogonal to the open fracture sets which would suggest a
preferred east-west trend.
402
26MAR201020200035
Track 1—measured depth (MD): Track 2—true vertical depth subsea (TVDSS): Track 3—Gamma ray (black), Calliper curves: Track
4—lithology and fluids: Shading from left to right- Water shaded in light blue, Hydrocarbon shaded in green, bound water shaded in
dark blue, Limestone shaded in cream with blue brick ornament, Dolomite shaded in lilac with purple inclined brick ornament, other,
mostly shale, unshaded: Track 5—position of cores and level of fracturing: Track 6: resistivity logs: Track 7—porosity logs (neutron,
density and sonic): Track 8: Tests and amount of fluid produced.
403
R7-1 . . . . 1546.0 1602.0 56.1 32.6 23.2 41 18.7 5.3 50.8 18.5
R7-2 . . . . 1546.6 1605.1 58.4 45.4 27.6 47 17.1 11.3 45.6 20.0
R7-3 . . . . 1580.8 1659.8 78.9 73.9 54.7 69 22.0 0.0
R7-4 . . . . 1574.0 1674.0 100.0 91.3 56.8 57 16.4 0.0
R7-6 . . . . 1581.0 1625.0 43.9 39.6 14.0 32 16.0 0.0
R7 Averages 70.3 62.6 38.3 51% 17.8 2.8 45.6 20.0
R7A-1 . . . 1562.6 1578.0 15.4 12.2 0.3 2% 15.5 0.0
R7A-2 . . . 1563.1 1576.1 13.1 11.7 6.7 51% 20.0 2.7 52.5 19.0
R7A-3 . . . 1546.6 1605.1 n/a
R7A Averages 14.2 12.0 3.5 27% 17.8 1.4 52.5 19.0
R9-1 . . . . 1530.0 1597.0 67.1 54.1 29.3 44% 12.6 11.3 48.2 16.9
R9-2 . . . . 1488.0 1542.0 53.9 47.4 36.6 68% 14.8 12.2 45.0 17.4
R9-3 . . . . 1519.0 1584.0 65.1 54.9 27.4 42% 17.2 6.9 50.5 14.8
R9-4 . . . . 1534.0 1620.0 86.1 76.5 39.8 46% 14.0 1.4 48.3 19.4
R9 Averages 68.0 58.2 33.3 50% 14.6 7.9 48.0 17.1
R10-1 . . . 1643.2 1723.2 79.9 78.9 65.1 81% 17.2 16.8 49.7 19.7
R10 Averages 79.9 78.9 65.1 81% 17.2 16.8 49.7 19.7
R13-1 . . . 1872.0 1960.0 87.9 72.1 48.6 55% 16.4 11.6 50.1 14.3
R13-2 . . . 1803.0 1872.0 68.9 62.0 43.4 63% 18.4 9.8 49.7 19.7
R13-3 . . . 1905.0 1979.0 74.1 72.1 50.0 67% 19.1 1.4 57.7 23.3
R13-4 . . . 1863.0 1927.0 64.0 46.0 36.6 57% 19.1 0.2 59.5 27.4
R13-5 . . . 1841.0 1883.0 42.1 38.6 29.1 69% 19.7 0.5 43.4 27.2
R13 Averages 67.4 58.2 41.5 62% 18.5 4.7 52.1 22.4
Cut offs used : Net reservoir :Vsh<40%, porosity>10%, Net pay : Sw <60%
Table 5-4: Bassein A Limestone Reservoir Parameter Summary
404
100
10
Permeability-HZ,md
0702COR1
0902COR1
Low k rock 0904COR1
1202COR1
0.1
12A01COR1
12A01COR2
1302COR1
0.01
0 5 10 15 20 25 30 35 40
Porosity-HZ
26MAR201019134811
Table 5-5: Bassein Limestone Core Porosity and Permeability Crossplot
26MAR201020175458
Table 5-6: Bassein Limestone Core Porosity and Permeability Crossplot by reservoir and field
405
that have been successful are at differing depths below the top surface of the formation and it is unknown
whether the productive intervals correlate as part of a more favourable target zone.
It has been mentioned(4) that the ‘‘Basal Clastics reservoirs in nearby fields are producing consistently and
are on self flow’’. It would appear therefore, from the limited number of penetrations, that the Basal
Clastics formation presents a limited proven but a significant possible opportunity to add reserves in this
licence.
5.4 Summary
The following section discusses the RPS in-place volume estimates which are summarised in Table 5-7.
STOIIP (MMstb) Associate GIIP (Bcf)
Field Reservoir Segment P90 P50 P10 P90 P50 P10
Summaries of the in-place volume estimates are given in this section for each field. The same technique
has been used to define the STOIIP for each field. The Gross Reservoir rock Volume (GRV) varies
specifically by field and these variations are discussed on a field-by-field basis below. Porosity, reservoir
thickness, reservoir net-to-gross and Shc (1-Sw) are derived from petrophysical analysis results and FVF and
GOR are derived from analysis of oils produced.
To define the stochastic input distribution of GRV the principle inputs are the structural mapping of top
reservoir, well petrophysics and well test results. The input parameters are presented in Appendix D for
each field.
406
26MAR201020194636
Table 5-8: Ratna Block Bassein A Limestone Depth Structure Map
407
408
then piped to the Heera field and onwards to the coastal markets. No sales of gas are known so it is
assumed that gas was used for power and excess gas was flared.
R12-1 Exploration Conducted 3 tests. Flowed oil from 2 intervals in RPIII limestone with best
flow rate 2,560 stb/d. Indicated LPI 1972 m TVDSS. Upper part of RPIII
limestone was cored and found to have vuggy porosity but no fractures were
noted.
R12-2 Appraisal Conducted 4 tests. Flowed oil from 2 intervals in RPIII limestone with best
flowrate 1,866 stb/d. Indicated LPI 2,035 m TVDSS. Upper part of RPIII
limestone was cored and found to be moderately fractured.
R12-3 Appraisal Conducted 6tests. Flowed oil from 2 intervals in Basal Clastics with best
flowrate 816 stb/d. Indicated LPI 2,411 m TVDSS. Top if interval tested was
2,330 m TVDSS. Cores were taken from the upper and lower RPIII limestone
and no fractures were seen in either interval.
R12-4 Appraisal Conducted 5 tests in Basement, Basal Clastics and RPIII limestone but only
flowed water from basement. Tests attempted in Basal Clastics and RPIII
limestone did not flow.
R12-5 Appraisal Conducted 4 tests in RPIII limestone. 3 did not flow and top test flowed at
550 stb/d after acidizing and fracturing. Cores were taken in the RPIII
limestone but not over the tested intervals. Cores were tight. Fracturing was
seen in the RPIV interval core.
R12-A1 Development Conducted 3 tests. Lower 2 did not flow and uppermost in RPIII limestone
flowed 2,237 stb/d. Produced 0.438 MMstb from RPIII limestone. Cores in
tested interval showed moderate fracturing.
R12-A2 Development Conducted 1 test from RPIII limestone and flowed 916 stb/d. Produced 0.103
MMstb from RPIII limestone. No cores cut.
R12-A3 Development Conducted 2 tests in the RPIII limestone. Best flowed 5,202 stb/d. Produced
5.570 MMstb from RPIII limestone.
R12-A4 Development Junked
R12-A5 Development Conducted 2 tests in the RPIII limestone. Best flowed 3,230 stb/d. Produced
1.016 MMstb from RPIII limestone.
R12-A6 Development Attempted 3 tests in the RPIII limestone including acid stimulation. No flow
R12-A7 Development Conducted 2 tests in the RPIII limestone. Lower one did not flow. Upper one
flowed oil and gas but flowrate not available in data set. Produced 3.192
MMstb from RPIII limestone.
R12-A8 Development Attempted one test in RPIII limestone. No flow
R12-A9 Development Attempted one test in RPIII limestone. No flow
R12-A10 Development Attempted one test in RPIII limestone. No flow
Table 5-9: R12 Well field—Existing Wells Summary
5.7.1.3 Structure
At RPIII level the Central area is a faulted anticline trending north-south and cut by several north-south
trending faults (Table 5-13). There are saddles to the north and south of the Central culmination but no
faults are mapped in these saddles. However, from a review of the seismic basemaps it appears that seismic
data available was inadequate to confidently map these areas.
409
5.7.1.4 Contacts
No clear OWC’s were recognised on this field. Petrophysical analysis identified apparently producible
hydrocarbon saturations down to 1,982 m TVDSS in well R12-A5 and the lowest productive interval (LPI),
that is the deepest perforations of the deepest successful test were 1,972 m TVDSS in well R12-1. The
confirmed LPI depth for this field is 1,972 m TVDSS.
Four dry production wells have been drilled into these saddle areas, two in each saddle. Three of them
(R12-A8, -A9 and A10) intersected the RPIII limestone at 2,000 to 2,026 m TVDSS, deeper than both
the LPI and the deepest apparent oil from petrophysics, and appear to confirm that the base of producible
oil is shallower in this culmination than in the southern RPIII culmination where the LPI is 2,035 m
TVDSS
5.7.2 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-10)
STOIIP (MMstb)
P90 P50 P10 Mean
5.7.3.2 Contacts
Neither of the wells drilled on this closure were successfully tested. In well R12-3 log analysis indicated pay
down to 2,190 m TVDSS. However 4 tests were attempted over these zones and none flowed. Given the
lack of successful test results the OWC range found on the Central structure is applied to the northern
structure.
5.7.3.3 Reservoir
Petrophysics and core data from R12-3 indicate that these wells have been drilled in positions which failed
to intersect open fractures. It is unknown whether this culmination was a high area during the deposition
of the RPIII reservoir, and hence developed favourable reservoir porosity. Faulting is indicated on maps
but the density of seismic data is believed to be insufficient to clearly understand the extent of faulting and
therefore fracturing over this feature. However given the high level of variability found in the reservoir of
the Central part of R12 it is believed that over the Northern structure reservoir quality will be similar to
that of the Central closure and that the two wells were simply drilled between good quality reservoir areas.
Accordingly therefore this closure is assessed using the same variables developed from the Central closure
dataset.
410
5.7.3.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-11).
STOIIP (MMstb)
P90 P50 P10 Mean
5.7.4.2 Contacts
Both wells drilled on this closure were successfully tested. In well R12-2 log analysis indicated very limited
pay down to 2,120 m TVDSS in the upper RPIV. However this zone was tested and did not flow. The LPI
was test #3 which recovered oil from 2,035 m TVDSS. In well R12-5 log analysis indicated intermittent pay
down to 2,100 m TVDSS. Four tests were attempted but only the fourth flowed oil from the top of the
RPIII interval.
5.7.4.3 Reservoir
Both wells were cored but with the exception of the uppermost core in R12-2 the cores did not find
fractures. It is unknown whether this culmination was a high area during the deposition of the RPIII
reservoir, and hence developed favourable reservoir porosity. Faulting is indicated on maps but the density
of seismic data is believed to be insufficient to clearly understand the extent of faulting and therefore
fracturing over this feature. However given the high level of variability found in the reservoir of the Central
part of R12 it is believed that over the Northern structure reservoir quality will be similar to that of the
Central closure and that the two wells were simply drilled between good quality reservoir areas.
Accordingly therefore this closure is assessed using the same variables developed from the Central closure
dataset.
5.7.4.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-12).
STOIIP (MMstb)
P90 P50 P10 Mean
411
26MAR201020183026
Table 5-13: R12 RPIII Depth Structure Map
412
5.7.5.2 Contacts
No hydrocarbons are seen in any of the wells so a spillpoint was selected coincident with the spillpoint to
the southern part of the structure.
5.7.5.3 Reservoir
It is assumed that within the sedimentary column there will be interbedded water and oil filled sandstones.
To estimate the resources present a thickness of net reservoir varying from 12 to 25 m is assumed to be
present across the structure based on comments from tested intervals and log data.
5.7.5.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-14).
STOIIP (MMstb)
P90 P50 P10 Mean
5.7.6.2 Contacts
No hydrocarbons are seen in any of the wells so a spillpoint was selected coincident with the spillpoint to
the rest of the structure.
5.7.6.3 Reservoir
It is assumed that within the sedimentary column there will be interbedded water and oil filled sandstones.
To estimate the resources present a thickness of net reservoir varying from 12 to 25 m is assumed to be
present across the structure based on comments from tested intervals and log data.
5.7.6.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-15).
STOIIP (MMstb)
P90 P50 P10 Mean
413
5.7.7.2 Contacts
At the well the top of the tested interval is 2,330 m TVDSS, 160 m below the top of the formation. The LPI
was approximately 85m deeper. Thus to estimate the area of closure contours have been selected between
40 and 80 m downdip of the well-location. The southerly extent of the field is determined by the Northern-
Central segment boundary.
5.7.7.3 Reservoir
It is assumed that within the sedimentary column there will be interbedded water and oil filled sandstones.
To estimate the resources present a thickness of net reservoir varying from 12 to 25 m is assumed to be
present across the structure based on comments from tested intervals and log data.
5.7.7.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-16).
STOIIP (MMstb)
P90 P50 P10 Mean
414
26MAR201020181765
Table 5-17: R12 Basal Clastics Depth Structure Map
415
R-7-1 Exploration 1 test, flowed 1,730 stb/d from Bassein A limestone, confirming ODT—1,574 m
TVDSS. The test was aborted because of H2S concentrations above the safety
limit.
R-7-2 Appraisal Conducted 5 tests. The lower 4 were in the Bassein A limestone and the 5th in the
Upper Miocene, which did not flow. The upper three tests in the A limestone
flowed with the top A limestone test recording the best flowrate of 1,796 stb/d.
The deepest oil test proved ODT 1,582.6 m TVDSS in the A limestone but with
poorer flowrates than the upper tests.
R-7-3 Appraisal Conducted 3 tests in Bassein Top B and A limestones None flowed, even after
acidisation.
R-7-4 Appraisal Conducted 4 tests in Bassein Top B and A limestones None flowed, even after
acidisation.
R-7-6 Appraisal Deviated well. Conducted 4 tests. The lower 3 were in the B limestone and did not
flow. The uppermost test was in the A limestone and flowed 2 126 stb/d. Up to
6,000 ppm H2S was recorded and the test was aborted for safety reasons.
RBC-1 Exploration Conducted 7 tests. The lowest 3 tests were in the B limestone and the uppermost
one, at the top of the B limestone, flowed 2,177 stb/d. Four intervals in the A
limestone were tested but only one flowed oil and gas with 70% water cut and
19,000ppm H2S.
RBC-2 Exploration Conducted 2 tests. Test 1 was from the A limestone. After acidisation the well
flowed high pour point oil and gas in surges before dying, No rates were
measured. Test 2 was in the overlying Alternations interval and also produced
some oil and gas in surging flow. Again no measurements were made.
R-7A-1 Exploration Conducted 6 tests. The lower three were in the B limestone and did not flow. Test
4 was in the A limestone and also did not flow. Tests 5 and 6 were in the top of the
A limestone and both flowed oil confirming ODT 1,611 m TVDSS. Test 6 was the
best and flowed at 2864 stb/d.
R-7A-2 Appraisal No data
R-7A-3 Exploration Drilled on a separate culmination to R7 or R7A. 4 tests. 1 flowed oil but not at
sustainable rates from Bassein A limestone 1 flowed oil but not at sustainable
rates. Upper 3 tests are shallower than 95⁄8’’shoe so either predate 7’’ section or
are perforated through 2 strings of casing—are these valid tests?
Table 5-18: R7 and R7A fields—Existing Wells Summary
5.7.8.2 Structure
The structural spillpoint of the R7 closure is 1,580 m TVDSS (Table 5-23) at which depth the field connects
both to the south into the R7A field and to the west into the R8 structure and then away to the south
(Table 5-21). Field R7A has the same structural spillpoint, 1,580 m TVDSS, spilling northwards into the R7
field although well R7A-1 appears to have confirmed ODT 1,611 m TVDSS.
416
From the mapped structure of the two anticlines is it can be seen that the boundary fault appears to be
offset. It follows largely a north-south trend but has a NW-SE offset from the southern part of the R7
structure to the northern part of the R7A structure. The R7A field has a substantially thinner Bassein A
interval than R7. Whilst no SW-NE trending fault is mapped between the R7 and R7A structures their
structural disposition and the offset of the easterly bounding fault suggests the possibility that a wrench
fault may offset the two closures. If this is the case then R7A field may indeed have a deeper OWC than
that of R7 field.
Area uncertainty associated with the structure map is believed to be relatively low as the field is delineated
by 6 wells and the OWC is constrained by 3 wells (R7-3,
5.7.8.3 Contacts
No clear OWC’s were recognised in these fields. Petrophysical analysis appears to be unable to identify the
OWC as in several wells, for example R7-1 and R7A-1 hydrocarbon saturation’s typically associated with
hydrocarbon accumulations are calculated over a thickness of several hundred meters. However when
tested only the upper parts of these intervals flowed oil. In the R7 and R7A fields the only successful oil
production tests were conducted in the Upper part of the Bassein A limestone interval, with those
attempted in the Lower part of the A zone failing to flow and interpreted as tight. In total on the two
culminations 20 tests were attempted, 6 flowed and 14 were tight with no flow. Based on the test results the
R7 field ODT is 1,582.6 m TVDSS based on test results from well R7-2 and in R7A field the ODT is
1,585 m TVDSS based on test results from well R7A-1.
5.7.8.4 STOIIP
Based on the input data (Appendix E) the range of STOIIP RPS has calculated is given below for the R7
field (Table 5-19) and the R7A field (Table 5-20).
STOIIP (MMstb)
P90 P50 P10 Mean
27 42 61.3 43.3
Table 5-20: R7A A Limestone, STOIIP Estimates (100% Basis)
417
26MAR201020190854
Table 5-21: R7 and 7A A limestone Depth Structure Map
418
5.7.9 R8 Field
5.7.9.1 Structure
This field is a small prospect to the west of the R7 structure that consists of a small dome that is cut by a
fault at its eastern margin (Table 5-23). The reservoir in this field is found in the Miocene dolomitic
limestones that overlie the Oligocene Bassein limestone and Alternations. Porosity is secondary, possibly
related to the formation of dolomite and varies from 18 to 33% in the best reservoir sections according to
the ONGC Log Evaluation Report.
5.7.9.2 Contacts
No OWC was seen in the well. The lowest closing contour on the structure is 890 m TVDSS. The well
indicated LPI to 875 m TVDSS. In order o estimate the range of oil volume contained in this structure a
spillpoint was estimated to be from 890 to 900 m TVDSS.
5.7.9.3 Reservoir
Very little information is available for this reservoir. RSP adopted the range of values derived by Scott
Pickford in 2005.
STOIIP (MMstb)
P90 P50 P10 Mean
419
26MAR201020192013
Table 5-23: R8 Miocene Limestone Depth Structure Map
5.7.10 R9 Field
5.7.10.1 Field Summary
The R9 field is a structural dome with faulted eastern and western margins and a fault-dissected crest
(Table 5-26). Hydrocarbons have been produced from the A and uppermost B zones of the Bassein
Limestone. In the four wells drilled on the structure all were tested, with a total of 13 tests attempted. Two,
R9-3 and R9-4, did not flow whilst in the other two, R9-1 and R9-2, 4 tests flowed oil at rates likely to be
commercial. The distribution vertically of successful and failed tests suggest that production is fracture
dependent but that fracture and reservoir facies developments are variable. Well R9-2 flowed oil from the
420
uppermost B limestone but given the location of the successful B test it is believed that fractures connect
hydrocarbons stored in both A and B layers as one pool
R-9-1 Exploration Conducted 2 tests in the A limestone. First test flowed 866 stb/d. Second test added
in new perforations and flowed 1,724 stb/d proving ODT 1,558 m TVDSS
R-9-2 Appraisal Conducted 7 tests. The lower 6 were in the B limestone. Two flowed water and the
uppermost flowed 1,264 stb/d after acidisation. The 7th test was in the A limestone
and flowed 980stb/d. This well proved ODT 1,555 m TVDSS
R-9-3 Appraisal Conducted 2 tests. The lower test was in the B limestone which flowed and died
after 1hr. The upper test was in the A limestone which flowed oil at minor rates
with nitrogen lift. This well indicated possible oil down to 1,563 m in the A
limestone and 1,603 m in the B limestone.
R-9-4 Appraisal Conducted 2 tests. Both were acidized but did not flow. The lower test was in the B
limestone and the upper test was in the A limestone. This well indicated possible oil
down to 1,578 m in the A limestone.
Table 5-24: R9 field—Existing Wells Summary
5.7.10.2 Structure
This appears to be a relatively simple anticlinal field modified by some lateral bounding faults. On the
regional A limestone depth structure map the structural spillpoint of the R9 closure is 1,575 m TVDSS
(Table 5-26) at which depth the field appears to spill to the east via a saddle onto a monoclinal slope.
Area uncertainty associated with the structure map is believed to be moderately low as the field is
delineated by 4 wells although most of them are on the crest of the structure.
5.7.10.3 Contacts
No clear OWC’s were recognised in this field. Petrophysical analysis appears to be unable to identify the
OWC. Successful test flows have indicated a maximum ODT of 1,555 m TVDSS although the depth of
flowing zone within the perforated interval cannot be established. Tests were attempted in the deeper B
zone but only one found permeable reservoir and although petrophysical analysis indicated oil saturations
of ~30% this test flowed 961bwpd.
5.7.10.4 STOIIP
Based on the input data (Appendix E) RPS has calculated the range of STOIIP contained in this structure
is given below (Table 5-25).
STOIIP (MMstb)
P90 P50 P10 Mean
421
26MAR201020193228
Table 5-26: R9 field—A limestone depth structure map
422
R10-1 Exploration Conducted 5 tests. The lower 4 appear to be in the B zone and did not flow. The
upper 2 tests are in the A limestone but only the uppermost test flowed 3,763 stb/d.
ODT 1,671 m TVDSS
R10-3 Appraisal Conducted 3 tests. The deepest was in the B limestone and flowed water. The
upper 2 were in the A limestone and flowed 790 and 563 stb/d. ODT 1,697 m
TVDSS
Table 5-27: R10 field—Existing Wells Summary
5.7.11.2 Structure
The structure as mapped has a spillpoint of 1,725 m TVDSS across the eastern bounding fault towards the
R9 field.
Area uncertainty associated with the structure map is believed to be moderately low as the field is
delineated by 2 wells.
5.7.11.3 Contacts
No clear OWC’s were recognised in this field. Petrophysical analysis appears to be unable to identify the
OWC. Successful test flows have indicated a maximum ODT of 1,671 m TVDSS in the western part of the
field and 1,697 m in the eastern part of the field although the depth of flowing zone within the perforated
interval cannot be established. As noted above the structural spillpoint appears to be 1,725 m TVDSS.
Accordingly a range for the spillpoint is selected between the LKO from test and the structural spillpoint of
the field.
5.7.11.4 STOIIP
Based on the input data (Appendix E) RPS has calculated the range of STOIIP contained in this structure
is given below (Table 5-28).
STOIIP (MMstb)
P90 P50 P10 Mean
423
26MAR201020180846
Table 5-29: R10 A Limestone Depth Structure Map
424
faulting and compartmentalisation are present at the B and A horizons in the southern part of the
structure similar to that seen at Basal Clastics level.
R13-1 Exploration Identified 10 intervals for testing and tested 7, abandoning 3 intervals untested as
they had log analysis characteristics similar to zones that had been tested but
failed to flow. Of the seven zones tested 3 were in the Basal Clastics and failed to
flow, one flowed 2,417 stb/d from the Top B limestone (ODT 1,942 m TVDSS)
and one flowed at an estimated rate of 480 stb/d from the A limestone. (ODT
1,874 TVDSS)
R13-2 Appraisal Conducted 6 tests, 4 in the B limestone that failed to flow and two in the A
limestone that flowed 1,119 and 1,914 stb/d (ODT 1,817 m TVDSS)
R13-3 Appraisal Conducted 1 test over three intervals and flowed only water.
R13-4 Appraisal Conducted 9 tests. The lowest 5 were in the Basal Clastics interval and the upper
three flowed oil at 1,728, 2,131 and 190 stb/d. No log data was available to RPS to
determine whether these tests were from the same or stacked sandstones. Four
further tests were conducted in the Bassein limestone, 2 in the B and 2 in the A
but none of them flowed.
R13-5 Appraisal Conducted 6 tests, 4 in the Basal clastics where one test reversed out 28 stb , one
in the A limestone and one in the Alternations sequence, neither of which flowed.
RBC-1 Exploration Conducted 7 tests. The lowest 3 tests were in the B limestone and the uppermost
one, at the top of the B limestone, flowed 2,177 stb/d (ODT 1,967 m TVDSS) .
Four intervals in the A limestone were tested but only one flowed oil and gas with
70% water cut and 19,000ppm H2S.
Table 5-30: R13 field—Existing Wells Summary
5.7.12.2 Structure
The R13 basal Clastics structure shows a substantial sized tilted fault block with structural closure to 2,370
m TVDSS (Table 5-34).
Well R13-4 successfully tested oil and proved ODT 2,467 m TVDSS. However it is unclear how far above
or below the mapping horizon the tested sandstone lies. Assuming the sandstone was 10 m thick and the
well penetrated the mapping horizon at 2,240 m TVDSS then this well indicates that the area of closure
would be down to 2,250 m TVDSS on the mapped horizon. The two other penetrations at this level were
less successful.
R13-1 penetrated the Basal Clastics. It is plotted on the map at approximately the 2,270 m TVDSS contour
although it is annotated to tie the map at 2,283 m. It was tested but no flow was achieved. RPS do not have
log data for the Basal Clastics in this well. Tabulated test information indicates that six zones varying in
depth from 3,067 m TVDSS to 2,757 m TVDSS and ranging in thickness from 2 to 22 m were initially
selected for testing but due to lack of flow from the first two tests three of the zones were not tested.
R13-4 penetrated the Basal Clastics. Basal Clastics tests were conducted from 3,023 m TVDSS to 2,429 m
TVDSS and three zones between 2,467 m and 2,429 m TVDSS were productive. From the data available to
RPS it is unclear whether these three tested intervals are different levels of one oil pool or are three
different clastic intervals that may represent stacked pools.
R13-5 penetrated the Basal Clastics. It is plotted on the map at approximately the 2,530 m TVDSS contour
although it is annotated to tie the map at 2,564 m. Basal Clastics tests were planned from 3,051 m TVDSS
to 2,494 m TVDSS and from one zone between 2,731 m and 2,733 m TVDSS did not flow but 28bbl oil
were reversed out of the well at the end of the test fluids.
The R13 B limestone structure was productive from two wells, R13-1 and RBC-1, both of which are
located on the northern flank of the R13 structure. The tests resulted in ODT measurements of 1,942 and
1,967 m TVDSS. The B limestone shows independent closure to 1,860 m TVDSS at the crest of the
structure as mapped, 4km to the south of the wells productive at B level. The productive wells lie on the
northerly plunging nose of the R13 structure and no clear structural reason can be see to explain the
entrapment of oil at this level. It is therefore concluded that the oil seen is either stratigraphically trapped
425
in enhanced porosity reservoir rocks on the northern flank of the structure or the seismic data available to
map the structure was inadequate to enable a true structural map to be generated.
The R13 A limestone structure shows a better developed anticlinal closure than at B limestone level. Two
wells tested oil from this level, R13-1 and R13-2, resulting in ODT measurements of 1,874 m TVDSS and
1,817 m TVDSS. As mapped the closure has a spillpoint to the south at 1,830 m TVDSS at A limestone
level, so, as with the B limestone, the deeper ODT seen in the R13-1 well indicates either stratigraphic
trapping or inadequate structural mapping.
5.7.12.3 Contacts
No OWC’s are found in this field
5.7.12.4 STOIIP
Discovered hydrocarbon distribution does not appear to bear a clear relationship to mapped reservoir
structure. The location and depth of the available well data makes understanding of the southern half of
the field difficult. The distribution of hydrocarbons within the structure is unusual.
At Basal Clastics level, from the data available to RPS, it is known that three wells have penetrated into
the basal Clastics. The Basal Clastics depth structure map shows the structure to be a tilted fault bounded
anticline. R13-1 appears to have encountered potential reservoir formations between 500and 800 m below
the mapped surface. R13-4 tested oil from sandstones between 150 and 300 m below the mapped surface
and R13-5 recovered minor oil from a zone 160 m below the mapped surface. It is unknown how
continuous the sandstones are at this level. Thus to calculate STOIIP it was assumed that at any location
across the structure at least one oil filled sandstone would be present although it is not expected to be the
same aged sandstone at each location. Thus a range of trap area was selected based on the mapping and a
range of pay thicknesses and reservoir quality was selected based on the limited log data available.
At A limestone level there is a dry hole, R13-4, sitting within the productive closure, at B limestone level
there are two dry-holes, R13-2 and 4, sitting updip of productive wells. No obvious relationship between
hydrocarbon presence and mapped structure can be determined. Accordingly RPS has assigned a range of
likely productive areas to the structure, assuming that either the A or B limestone will be productive within
that area, and have then calculated the STOIIP based on available petrophysical results.
Based on the input data (Appendix E) given below are the ranges of STOIIP RPS has calculated contained
in this structure for the A limestone (Table 5-31) and Basal Clastics (Table 5-32).
STOIIP (MMstb)
P90 P50 P10 Mean
STOIIP (MMstb)
P90 P50 P10 Mean
426
26MAR201020184196
Table 5-33: R13 A Limestone Depth Structure Map
427
26MAR201020185510
Table 5-34: R13 Basal Clastics Depth Structure Map
428
5.7.13.2 Contacts
Oil was produced from a test which had 4 m of perforations only. No information about the thickness of
the tested sandstone is available to RPS and with no structure map it is not possible to know the area of
the closure. Accordingly therefore an area of 1 to 5 km2 was used to estimate the possible range of
resources found by this well.
5.7.13.3 Reservoir
It is assumed that within the sedimentary column there will be interbedded water and oil filled sandstones.
To estimate the resources present a thickness of net reservoir varying from 12 to 25 m is assumed to be
present across the structure based on comments from tested intervals and log data.
5.7.13.4 STOIIP
Based on the input data (Appendix E) RPS have calculated the range of STOIIP contained in this
structure is given below (Table 5-35).
STOIIP (MMstb)
P90 P50 P10 Mean
429
10
Permeability-HZ, md
0702COR1
0902COR1
Low k rock 0904COR1
1202COR1
0.1
12A01COR1
12A01COR2
1302COR1
0.01
0 5 10 15 20 25 30 35 40
Porosity-HZ 26MAR201021044973
Table 6-1: Core Measurements of Permeability vs. Porosity
430
0.9
Kro
0.8 Krw
2007.9m
0.7 2007.9m
Kro & Krw, Fw, RF
2012.4m
0.6 2012.4m
2014.75m
0.5 2014.75m
2015.15m
0.4 2015.15m
2019.05m
0.3 2019.05m
Fw, water fractional flow
0.2 RF (low k , sweep eff 15%)
RF (high k, sweep eff 70%)
0.1
0
0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0
431
The parameters used in the recovery factor estimates are summarised in Table 6-3.
26MAR201021055400
Table 6-4: R-12 RPIII Limestone, Central Segment—Production and Decline Curve Fit
432
26MAR201021072594
Table 6-5: R12 RPIII Limestone, Central Segment—Estimated Ultimately Recoverable Oil
The initial water reservoir pressure was around 2,917 psia and by 1994 the average pressure had declined
to around 1,138 psia. The cumulative production from the field by 1994 was reported to be 10.3 MMstb.
The available pressure data averaged using production weighted method was used to perform detailed
material balance calculations using the MBALTM modelling software. A typical analytical result is shown in
Table 6-6. From this analytical model, it is clearly identified a dual porosity/ permeability system in which a
good match of reservoir pressure data from a two-tank model was observed compared to a single-tank
model.
26MAR201021064402
Table 6-6: R-12 RPIII MBAL Multi-tank Modelling: Analytical Method—Tank 01
433
26MAR201021082477
Table 6-7: RPIII Production Well Tests vs. Well Cumulative Production
It is noted that there were some 10 development wells drilled and only 5 wells were completed in the field,
but most of the production came from just two wells, namely well R12A-3 and R12A-7. The average
production well test rate was about 3,200 stb/d. Average cumulative production per well was approx.
2 MMstb.
The best well test rates for all other fields are listed below with predicted cumulative production per well is
about 0.4 MMstb (using the expression derived from a Log fit to the data in Table 6-7). It is clear that the
well flowing tests from other fields demonstrated reasonable hydrocarbon flowing rates, but significantly
less than the average test rates as shown from the R-12 field.
Geological studies indicate that the A zone limestone has general good features similarly to those shown in
the RPIII zone for the R-12 field. The less than expected test rates from the A zone may result from the
differences in natural fracturing because fracturing is considered to be important for reservoir
performance. In Intera’s study in 1997, core data were reviewed to ascertain the location of fracture zones,
434
the density of fracturing and the diagenetic history of the fracture networks by well. Of critical importance
is the diagenetic history, which will determine whether the fractures have been sealed by cement, or remain
as open channels. In addition, some fractures have been solution-enlarged in particular areas. All of the
data have been taken from core reports supplemented by log evaluation report descriptions where core is
lacking. In summary from Intera’s study, R-12 has the largest amount of core data showing good fracturing;
the R-7 and R-9 identified somewhat fractured core; R-13 has reasonable test results seem to be due to
good primary porosity in the reservoir interval rather than due to fractures, as suggested by the core
description; and there were no core data available from the R-10.
435
• The well production profiles are based on the assumptions that reservoir pressures will be maintained
and horizontal wells will significantly improve well productivity;
• All production wells will be horizontal wells installed with electric submersible pumps (ESP) and all
water injection wells will be conventional (deviated or vertical) wells;
• In the absence of a detailed development plan the field production profiles assume that production
starts at the beginning of the year after the wells had been drilled.
(1) Totals are arithmetic totals and not the probabilistic P90, P50, P10 values
The total development wells of the Ratna and R-Series fields required and the well drilling schedules are
listed in Table 6-11.
Producers Injectors
Year P90 P50 P10 P90 P50 P10 Field
1 ... . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6 8 3 3 5 R12
2 ... . . . . . . . . . . . . . . . . . . . . . . . . . . 11 14 18 6 8 9 R7,R7A, R9A
3 ... . . . . . . . . . . . . . . . . . . . . . . . . . . 8 11 14 4 6 8 R10,R13, R71BC, R13BC
4 ... . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 9 3 4 5 R12BC
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 28 37 49 16 21 27
Table 6-11: Well Drilling Plan
436
The gross oil and gas production profiles for the Ratna & R-Series fields are shown in Table 6-12 and
Table 6-13. Production forecasts for the fields, the Limestone Carbonates and the Basal Clastics are
tabulated in Appendix F.
60000 240
3C rate
2C rate
1C rate
50000 3C Cumulative 200
2C Cumulative
40000 160
30000 120
20000 80
10000 40
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021045994
Table 6-12: Full Field Annual Average Oil Production Profiles
50 150
3C rate
2C rate
1C rate
40 3C Cumulative 120
2C Cumulative
Cumulative production, Bcf
1C Cumulative
Production rate, MMscf/d
30 90
20 60
10 30
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021045298
Table 6-13: Full Field Annual Average Gas Production Profiles
437
R7A 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7 8
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 4
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300 1,350 1,350
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,800 9,450 10,800
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.3 0.5
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.135 0.116 0.113
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . 87 120 162
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 20.8 32.4 48.0
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24 0.27 0.30
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3 5.9 10.1
12000 60
1C rate
2C rate
3C rate
10000 1C Cumulative 50
2C Cumulative
8000 40
6000 30
4000 20
2000 10
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080769
Table 6-14: R7A Field Annual Average Oil Production Forecast
438
R7AA 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 4
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 2
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,300 1,300 1,350
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,600 3,900 5,400
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.3 0.5
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.148 0.139 0.135
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 27 42 61
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 6.4 11.5 18.2
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24 0.27 0.30
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 2.1 3.8
6000 24
1C rate
2C rate
3C rate
5000 1C Cumulative 20
2C Cumulative
4000 16
3000 12
2000 8
1000 4
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080551
Table 6-15: R7AA Field Annual Average Oil Production Forecast
439
R9A 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 6
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,250 1,300 1,300
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,750 5,200 7,800
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.3 0.4
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.165 0.122 0.118
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 35 63 109
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 8.2 17.1 32.8
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24 0.27 0.30
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2 7.3 15.6
8000 40
1C rate
2C rate
7000 3C rate 35
1C Cumulative
2C Cumulative
5000 25
4000 20
3000 15
2000 10
1000 5
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080942
Table 6-16: R9A Field Annual Average Oil Production Forecast
440
R10A 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 4
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 2
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200 1,250 1,300
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,400 3,750 5,200
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.131 0.131 0.122
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 33 48 67
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 6.6 10.9 17.0
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.23 0.25
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1 9.7 16.5
5000 20
1C rate
2C rate
3C rate
1C Cumulative
4000 16
2C Cumulative
3000 12
2000 8
1000 4
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021050981
Table 6-17: R10A Field Annual Average Oil Production Forecast
441
R12RPIII North 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 3
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 2
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200 1,200 1,250
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200 2,400 3,750
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.1 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.139 0.139 0.139
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 14 23 37
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 3.1 6.2 11.2
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.22 0.27 0.30
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7 6.3 11.9
4000 12
1C rate
2C rate
3C rate
1C Cumulative
2000 6
1000 3
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021071147
Table 6-18: R12 RPIII Limestone North Segment Annual Average Oil Production Forecast
442
R12RPIII South 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 5
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200 1,250 1,300
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,600 5,000 6,500
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.3 0.5
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.152 0.126 0.122
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 36 60 93
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 8.6 16.2 28.0
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.24 0.27 0.30
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6 14.5 27.1
7000 35
1C rate
2C rate
6000 3C rate 30
1C Cumulative
4000 20
3000 15
2000 10
1000 5
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021062834
Table 6-19: R12 RPIII Limestone South Segment Annual Average Oil Production Forecast
443
R13A 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5 6
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,200 1,250 1,300
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,800 6,250 7,800
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.152 0.131 0.126
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 56 79 109
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 11.4 18.2 27.4
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.20 0.23 0.25
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0 12.7 21.6
8000 32
1C rate
2C rate
7000 3C rate 28
1C Cumulative
2C Cumulative
5000 20
4000 16
3000 12
2000 8
1000 4
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080018
Table 6-20: R13A Field Annual Average Oil Production Forecast
444
R71BC 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1 1
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800 1,000 1,200
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800 1,000 1,200
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 0.0 0.1
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.295 0.221 0.139
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 5 8 15
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 0.8 1.5 3.1
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.17 0.18 0.21
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 0.7 1.8
1200 4
1C rate
2C rate
3C rate
1C Cumulative
2C Cumulative
600 2
300 1
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080367
Table 6-21: R71 Basal Clastics, Annual Average Oil Production Forecast
445
R12BC North 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 5
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,100 1,150
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 4,400 5,750
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.165 0.148 0.135
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 37 59 99
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 6.6 11.4 21.0
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18 0.19 0.21
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8 5.7 12.1
6000 24
1C rate
2C rate
3C rate
5000 1C Cumulative 20
2C Cumulative
4000 16
3000 12
2000 8
1000 4
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021051737
Table 6-22: R12 Basal Clastics, North Segment—Annual Average Oil Production Forecast
446
R12BC Central 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 2
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 1
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,200 1,200
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,200 2,400
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.3 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.165 0.139 0.156
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 12 19 29
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 2.2 3.5 6.3
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18 0.18 0.22
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9 1.7 3.6
2500 10
1C rate
2C rate
3C rate
1C Cumulative
2000 8
2C Cumulative
1500 6
1000 4
500 2
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021051563
Table 6-23: R12 Basal Clastics, Central Segment—Annual Average Oil Production Forecast
447
R12BC South 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 2
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1 1
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800 1,000 1,050
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800 1,000 2,100
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.295 0.156 0.139
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 5 13 29
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 0.9 2.5 6.1
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18 0.19 0.21
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 1.2 3.5
2000 8
1C rate
2C rate
3C rate
1C Cumulative
2C Cumulative
1000 4
500 2
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021051907
Table 6-24: R12 Basal Clastics, South Segment—Annual Average Oil Production Forecast
448
R13BC 1C 2C 3C
Production wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 3
Injection wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 2
Well initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,100 1,200
Field initial rate, bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 2,200 3,600
Hyperbolic exponent, b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.2 0.3
(Initial) Effective-annual decline rate, De . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.139 0.113 0.095
Oil initial in place volume (STOIIP), MMstb . . . . . . . . . . . . . . . . . . . . . . . . . . 15 37 66
Estimated ultimately recoverable (EUR) oil, MMstb . . . . . . . . . . . . . . . . . . . . 2.6 7.2 14.1
Oil recovery factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.17 0.20 0.21
Cumulative gas production, Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1 3.6 8.0
4000 16
1C rate
2C rate
3C rate
1C Cumulative
2C Cumulative
2000 8
1000 4
0 0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Production year 26MAR201021080198
Table 6-25: R13 Basal Clastics—Annual Average Oil Production Forecast
449
7.2.1 Wells
The number of wells required for the Low, Base and High Cases, estimated by RPS, is illustrated in
Table 7-1. In summary:
• Low Case:
• 28 Horizontal Oil Producers
• 16 Vertical Water Injectors
• Base Case:
• 37 Horizontal Oil Producers
• 21 Vertical Water Injectors
(5) Essar Que$tor Cost Estimate: Ratna146.85 Rev25#3, Monday January 25, 2010—4.38PM.
450
• High Case:
• 49 Horizontal Oil Producers
• 27 Vertical Water Injectors
28MAR201012494733
Table 7-1: RPS Well Summary.
The producers will each have horizontal sections of about 500 m and employ ESPs. The wells will be drilled
using a jack-up rig to an average TVD of approximately 1800 m. Well details are summarised below.
7.2.1.1 R12 RPIII South and R12 BC Central & South Wells Developed via the CPP
Well types are detailed below.
26MAR201023571447
Table 7-2: R12 RPIII South and R12 BC Central & South Well Details.
A total of 425 jack-up days are required with a total measured depth of 27,530 m
7.2.1.2 R12 RPIII North & R12 BC North Wells Developed via the R12 North Wellhead Platform
Well types are detailed below.
26MAR201023570007
Table 7-3: R12 RPIII North and R12 BC North Well Details.
A total of 383 jack-up days are required with a total measured depth of 24,290 m
451
26MAR201023580214
Table 7-4: R7 A and AA Well Details.
A total of 754 jack-up days are required with a total measured depth of 53,330 m.
26MAR201023582190
Table 7-5: R9A Well Details.
A total of 326 jack-up days are required with a total measured depth of 20,080 m.
7.2.1.5 R71 BC and R10 A Wells Developed via the R10 Wellhead Platform
Well types are detailed below.
26MAR201023574725
Table 7-6: R71 BC and R10 A Well Details.
A total of 434 jack-up days are required with a total measured depth of 27,730 m.
452
7.2.1.6 R13 A and R13 BC Wells Developed via the R13 Wellhead Platform
Well types are detailed below.
26MAR201023573004
Table 7-7: R13 A and R13 BC Well Details.
A total of 409 jack-up days are required with a total measured depth of 26,010 m.
7.2.2 Facilities
The fields will each be produced via a wellhead platform and tied back via production flowlines to a
Central Processing Platform (CPP), approximately 15 km distant from each field. Power lines will run
alongside the production flowlines from the CPP to each field, as illustrated in Table 7-8.
Oil will be exported from the CPP by pipeline to an existing facility 40 km distant. The associated gas
produced will be used for fuel, with the remainder being exported by pipeline.
The current is to build a new platform as a central processing platform (CPP) on R-12. Production will be
brought back to this platform via multiphase flowlines. Wellhead platforms will be installed on the R-7,
R-9, R-10, R-12BC and R-13 structures that will not normally be manned.
The facilities will include oil processing, two stage gas compression, water injection facilities, power
generation and sour gas treatment. Injection water will be conveyed to all structures via infield injection
lines and all production wells will be installed with electric submersible pumps (ESP’s).
Export of oil will be via a new 10’’ pipeline to Heera and export of gas will be via a new 8’’ pipeline of 40km
length.
It should be noted that a new oil pipeline has been assumed in the RPS estimate in the absence of any
details about whether the existing pipeline is suitable for use or repair costs.
Based on 93% uptime and a design factor of 1.1, design flowrates will be:
• Oil Production: 38,300 stb/d.
• Gas Production: 38.3 MMscf/d
• Gross Liquids Production: 42,100 stb/d
• Water Injection: 42,100 stb/d
453
26MAR201023554047
Table 7-8: Development Plan Schematic.
7.2.3 Capex
RPS has prepared a cost estimate for the Capex using IHS’ Que$tor software and database, changing
some of the data based on local cost information provided by EOL but using the development plan
described above as a basis. RPS Estimates total Capex at US $1,127 million.
454
The details of the cost estimates outlined below and summarised in Table 7-9.
R7 Wells R9 Wells R10 Wells R12S Wells R12N Wells R13 Wells Total Wells
R7 WHJ R9 WHJ R10 WHJ R12N WHJ R13 WHJ Total WHJ CPP
Topsides Topsides Topsides Topsides Topsides Topsides Topsides
455
7.2.3.4 Contingency
This project would appear to be in ‘Phase 1’ i.e. at a screening level, with costs at the +40/-25% level of
accuracy. No engineering work appears to have been undertaken, no FDP is in place and no PSC has been
signed. At this stage of a project, a contingency level of 20% would be appropriate, and RPS has applied
this to the estimate.
(6) ‘‘Auld Lang Syne ’09’’, Rigzone 2009 Jackup Review, Q4 2009.
456
rig at US $78,000/day. Consequently, EOL are basing their cost estimate on an all-in rate of
US $118,800/day (Table 7-11):
This rate is at the conservative end of RPS’ expectations and RPS has consequently used the same rate in
their Que$tor estimate.
Cost (US $)
Que$tor
Component Gulf of Mexico Indian Ocean RPS
457
• Some of the Ratna and R fields are known to be sour, others need confirmation well tests, therefore
RPS has included costs acid gas design until this confirmatory work is complete.
The Capex is illustrated in Table 7-13.
# Conductors . . . . . . . . . . . . . . . . . . . . . . . . . . 10 9 7 16 6 48
# Risers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 3 3 2 12
Topsides Weight (te) . . . . . . . . . . . . . . . . . . . . . 388 347 263 434 254 1664
Sub-Total CAPEX ($MM) . . . . . . . . . . . . . . . . . 10.004 9.902 9.688 9.701 9.916 49.211
Contingency ($MM) . . . . . . . . . . . . . . . . . . . . . . 2.001 1.980 1.938 1.940 1.983 9.842
CAPEX ($MM) . . . . . . . . . . . . . . . . . . . . . . . . . 12.005 11.882 11.626 11.641 11.899 59.053
Table 7-14: Wellhead Jackets Capex
CPP Topsides
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.729
Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.091
Fabrication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.073
Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.366
Hook-Up and Commissioning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.287
Design & Project Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.108
Insurance & Certification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.763
Contingency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.683
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.1
Table 7-15: CPP Topsides Capex
458
CPP Capacity
Installation
EOL has adjusted the CPP installation (heavy lift) rates in their estimate from US $850,000/day to
US $500,000/day based on a quote of US $431,000/day for a similar project. This seems reasonable, and
RPS has adopted the same rate in their estimate.
26MAR201023564038
Table 7-17: PS Oil Processing Flow scheme.
459
26MAR201023560923
Table 7-18: EOL Oil Processing Flow scheme.
(US$/day)
Que$tor Quote RPS
RPS has assumed that the oil and gas export pipelines will be installed together. Consequently, for
estimating purposes, mobilisation and demobilisation times have been cut in half for each pipeline.
Installation, tie-in, testing and commissioning times have also been reduced by one-third for each pipeline
to account for the economies of scale in doing them together. Trenching and surveying will only be done
once, so costs have been split equally between the two pipelines.
460
Materials
It should be noted that, based on the H2S content of the crude, that RPS anticipates that Duplex materials
will be required for the production flowlines. In contrast, EOL has assumed that carbon steel can be used
for all flowlines with the exception of the production lines from R13 to the CPP and R7 to R9. On this
basis, the flowline from R9 to the CPP would also have to be duplex, as well as the manifold at R9 as there
are no H2S removal facilities at R9. The water injection flowline from the CPP to R12 North has also been
costed as duplex in the EOL estimate. This is assumed to be an error.
RPS has therefore decided to use the $6,625/inch/km quote for all carbon steel pipe and to reduce the
duplex cost by a factor of 1.43 on the basis that the Que$tor rates for carbon steel pipe were reduced by
about this level following receipt of the quote. This is obviously imperfect, but is a good approximation to
take into account the fact that Que$tor may be over-estimating line pipe costs (see Table 7-21).
Production
Flowline Diameter () Material Linepipe CAPEX ($/km) Linepipe CAPEX ($//km)
Length
(km) Que$tor Que$tor Que$tor RPS Que$tor Quote RPS
Water Injection
Flowline Diameter () Material Linepipe CAPEX ($/km) Linepipe CAPEX ($//km)
Length
(km) Que$tor Que$tor Que$tor RPS Que$tor Quote RPS
EOL has reduced subsea emergency shutdown valve costs to US $1 million each, presumably based on
similar quotes/purchases. Although these quotes have not been presented to RPS, this reduction seems
reasonable and is supported by RPS given the other major equipment quotes provided. RPS has
consequently adopted the same cost in their estimate.
EOL has also assumed the onshore fabrication costs are 25% of equipment costs.
Installation
RPS has assumed that the production flowline and water injection flowlines from the wellhead platforms
to the CPP will be laid together. Consequently, for estimating purposes, mobilisation and demobilisation
461
times have been cut in half for each pipeline. Installation, tie-in, testing and commissioning times have also
been reduced by one-third for each pipeline to account for the economies of scale in doing them together.
Trenching and surveying will only be done once, so costs have been split equally between the two pipelines.
EOL has reduced the rates (compared to Que$tor norms) on the various vessels required for flowline
installation based on recent quotes for pipelay, dive support, trenching and survey vessels. The quotes for
the pipelay vessel (which is presumably a smaller vessel than that required for the oil and gas export lines)
and trenching vessel have not been made available to RPS. RPS has therefore assumed that the Que$tor
rates can be adjusted by a factor of 0.59 for the pipelay and trenching vessels on the same basis as the
export pipelines.
RPS has assumed that the dive support and survey vessel quotes used for the export pipelines are also valid
for the in-field flowlines.
RPS flowline lay rates are illustrated in Table 7-22.
(US$/day)
Que$tor Quote
7.2.4 Opex
A good rule of thumb is that facilities Opex should be around 5% of facilities Capex plus workover. RPS
has assumed approximately US $24 million per annum plus costs of well workovers of US$7.5 MM every
3 years. In addition a US$1/bbl variable Opex has been assumed. We cannot adopt a fully variable Opex as
the majority of the Opex is fixed and related to operation of the CPP and the WHP’s (i.e. independent of
how much oil is produced).
7.2.5 Schedule
Based on Que$tor estimates it would take approximately 32 months from sanction to first oil as illustrated
in Table 7-23. However, RPS has assumed project sanction on 1st January 2011 and first oil on
1st December 2013 in its economic valuation. Fabrication of the CPP is on the critical path of the schedule.
EOL believes that project sanction could be earlier than assumed by RPS and yards could complete the
CPP fabrication in less time than RPS has estimated. Should this be the case first oil would be brought
forward accordingly and the resulting expected post-tax net present value (ENPV) of the project would
increase. Conversely, should sanction or first oil be delayed the ENPV would decrease.
462
27MAR201000003784
Table 7-23: RPS Project Schedule.
463
8. ECONOMOMIC VALUATION
As already discussed earlier in this report, the PSC has not yet been signed. As a consequence all the fiscal
terms discussed below are taken from the draft PSC except where specified otherwise.
The economic evaluation described below has been based on a financial model provided by EOL. Rather,
we have used RPS estimates of future production volumes and costs as inputs in EOL’s economic model.
Our audit of EOL’s model revealed that this model—after a few adjustments made by RPS Energy, in
consultation with EOL—appears to implement accurately the PSC terms in all material respects. We would
point out that we have audited only the portions of the model relevant to calculating net entitlement
resource volumes and net present values (NPVs) of future cashflows,
464
EOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.00%
POPL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.00%
ONGC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.00%
Table 8-2: Participants in PSC
Note that certain provisions of the PSC, discussed below, apply only to an entity known as ‘‘the
Companies’’, which comprise only EOL and POPL.
8.2.3 Bonuses
Within 10 days of the Effective Date, a signature bonus of US$ 3.0 MM is payable by the Companies. In
addition the following production bonuses are payable by the Companies when cumulative production
within the PSC first reaches each of the following thresholds (Table 8-3)
Bonus
Cumulative Oil production (MMstb) (US$ MM)
25.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.00
50.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.00
75.00 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.00
Table 8-3: Production Bonuses Payable by Companies
Neither signature nor production bonuses are cost recoverable (see discussion below).
465
466
The resultant Investment Multiple is used to distribute Gross Profit Petroleum as follows:
Profit sharing:
Investment Multiple % of Gross profit oil
>= < Govt. Contractor
467
Oil Gas
P90 P50 P10 P90 P50 P10
Field Formation (MMstb) (MMstb) (MMstb) (Bscf) (Bscf) (Bscf)
R12 North . . . . . . . . . . . . . . . . . . . . RPIII Lst 3.12 6.24 11.19 2.66 6.25 11.93
R12 South . . . . . . . . . . . . . . . . . . . . RPIII Lst 8.59 16.17 28.02 7.60 14.50 27.13
R7 . . . . . . . . . . . . . . . . . . . . . . . . . . A Lst 20.81 32.43 47.95 3.26 5.93 10.06
R7A . . . . . . . . . . . . . . . . . . . . . . . . . A Lst 6.36 11.54 18.23 1.00 2.12 3.83
R9 . . . . . . . . . . . . . . . . . . . . . . . . . . A Lst 8.24 17.14 32.79 3.25 7.27 15.64
R10 . . . . . . . . . . . . . . . . . . . . . . . . . A Lst 6.57 10.94 16.98 5.10 9.69 16.50
R13 . . . . . . . . . . . . . . . . . . . . . . . . . A Lst 11.38 18.24 27.37 6.96 12.67 21.57
R13 . . . . . . . . . . . . . . . . . . . . . . . . . BC 2.58 7.24 14.08 1.09 3.58 8.00
R71 . . . . . . . . . . . . . . . . . . . . . . . . . BC 0.83 1.46 3.09 0.36 0.73 1.77
R12 North . . . . . . . . . . . . . . . . . . . . BC 6.55 11.44 20.99 2.79 5.72 12.06
R12 Central . . . . . . . . . . . . . . . . . . . BC 2.18 3.49 6.34 0.93 1.74 3.64
R12 South . . . . . . . . . . . . . . . . . . . . BC 0.92 2.47 6.11 0.39 1.24 3.51
Arithmetic Total . . . . . . . . . . . . . . . . 78.15 138.81 233.13 35.38 71.44 135.65
The arithmetic total of the P90 or P50 or P10 does not represent the P90, P50 or P10 of the total resource potential. The true P90,
P50 and P10 can only be determined by a process of consolidation or probabilistic addition.
Since the resource ranges have been extracted from continuous probability distributions, the arithmetic
total of the P90 or P50 or P10 (as shown in the table above) does not represent the P90, P50 or P10 of the
total resource potential. The true P90, P50 and P10 can only be determined by a process of consolidation
or probabilistic addition.
The nature of the PSC fiscal arrangements and the integrated development plan assumptions (common
processing facility and export pipelines) also means that the value can only be correctly determined by a
consolidation of all the resources. Table 8-7 below shows diagrammatically the distribution of the various
fields and their resource ranges. We have therefore constructed a Monte Carlo simulation model using the
Gross P90, P50 and P10 resource numbers above and our forecast production profiles derived from these
volumes to undertake a probabilistic consolidation. The resulting consolidated oil and gas resources are
shown in Table 8-5 and Table 8-6 below. We have not used the continuous probability distributions
resource distribution in the consolidation but have combined the P90, P50 and P10 values using Swanson’s
Rule(7) which uses a 30%, 40% and 30% relative weighting to approximate the distribution. The advantage
of using this rule is that we can combine the forecast production profiles for the P90, P50 and P10 cases for
each field in the simulation model and use this to derive a distribution of net present value.
(7) A Hurst, G C Brown and R I Swanson (2000). Swanson’s 30-40-30 Rule. AAPG Bulletin, v84, no. 12 p. 1883-1891; DOI:
10.1306/8626C70D-173B-11D7-8645000102C1865D.
468
The process of consolidation shows a narrowing of the resource range as expected compared to the simple
but statistically incorrect arithmetic summation of the P90, P50 and P10 values.
100%
90% 122.87
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 148.47
40%
Mean = 148.81
30%
MMstb
20%
10% 175.71
0%
- 50.00 100.00 150.00 200.00 250.00
Gross Oil Resources (MMstb) 26MAR201023563153
Table 8-5: Distribution of Gross Oil Resources
100%
90% 62.67
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 79.07
40%
0%
- 20.00 40.00 60.00 80.00 100.00 120.00 140.00
Gross Gas Resources (Bscf) 26MAR201023563002
Table 8-6: Distribution of Gross Gas Resources
The simulation model is able to combine the range of resources in each field by sampling the forecast P90,
P50 and P10 oil and gas production profiles as described and then for every realisation constructing a
development cost profile that matches the total Resources under development. However a number of
constraints have been placed on the model since development activity is planned to commence
immediately and before the uncertainty in resource potential has been reduced. In each case RPS has
assumed project sanction on 1st January 2011 and first oil on 1st December 2013 in this valuation.
469
29MAR201006115573
Summary of input Gross field resources
InProduction 1983-1994 Produced
R9
R12 or Ratna Field
R7a
R10
~10MMSTBO
R7
R8
R71
R1
Table 8-7:
470
The model has assumed that the development plan is based on the mid case scenario as described in
Section 8 above with regard the processing capacity of the CPP and the number of conductors on each well
head platform. Within the model, should the resources in any field and therefore in total be less than the
P50 level then the development CAPEX (excluding drilling) cannot be reduced and there is a small
amount of over investment. Should the opposite situation occur and the resources exceed the P50 level
then some additional CAPEX is added to install the necessary extra conductors but the total production
rate is constrained to the assumed design capacity of the CPP.
Since the total CAPEX and OPEX are a function of the Resources under development, the simulation
model produces a range of costs which can be displayed as a distribution. Table 8-8 and Table 8-9 below
show the CAPEX and OPEX produced by the simulation. The range in total CAPEX is not as wide as
might be expected for the reasons described above. Since the OPEX is based on a percentage of CAPEX
the range in OPEX is similarly tight.
100%
90% 1,087
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 1,144
40%
30%
Mean = MM$1146
20%
10% 1,205
0%
800 900 1,000 1,100 1,200 1,300 1,400
Gross Capex (US$ MM, 2010) 27MAR201000442524
Table 8-8: Distribution of Gross Capex
100%
90% 831
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 860
40%
30%
Mean = MM$860
20%
10% 891
0%
750 800 850 900 950 1,000
Gross Opex (US$ MM, 2010) 26MAR201023563298
Table 8-9: Distribution of Gross OPEX
471
The $/bbl CAXPEX and OPEX is shown in Table 8-10 below and is based on the mean values of the
various input distributions based on mean volume of 162 MMboe.
CAPEX OPEX
The simulation model used to generate the resource cases and then the corresponding CAPEX and OPEX
was linked directly to the EOL cashflow model so that for every case generated by the Monte Carlo
simulation the EOL net present value and entitlement resource volume can be computed. The final output
of the simulation therefore is a distribution of EOL net present value the mean of which represents the
Expected Net Present Value. The expected value being the risk weighted average net present value of all
possible outcomes.
Net Entitlement
Gross Resources Net WI Resources Resources
Oil Gas Oil Gas Oil Gas
(MMstb) (Bscf) (MMstb) (Bscf) (MMstb) (Bscf)
472
The full distribution of Net Entitlement Resources for oil and gas are shown in Table 8-12 and Table 8-13
below.
100%
90% 43.31
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 50.15
40%
20%
10% 57.76
0%
- 10.00 20.00 30.00 40.00 50.00 60.00 70.00 80.00
Entitlement Oil Resources (MMstb) 26MAR201023560086
Table 8-12: Distribution of EOL Net Entitlement Oil Resources
100%
90% 22.04
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 26.88
40%
20%
32.23
10%
0%
- 5.00 10.00 15.00 20.00 25.00 30.00 35.00 40.00 45.00
Entitlement Gas Resources (Bscf) 27MAR201000442383
Table 8-13: Distribution of EOL Net Entitlement Gas Resources
473
The total net entitlement oil and gas resources relates to the PSC as a whole and as such is impossible to
determine the exact resources applicable to each field. The allocation shown below in Table 8-14 has used
the total mean oil and gas entitlement resources as calculated and has allocated this total back to each field
based on the mean ratio of oil and gas in each field for the Gross input cases.
Net Entitlement
Resources
Oil Gas
Field Formation (MMstb) (Bscf)
Using the EOL oil price forecast and the Base EOL gas price the expected value of the Ratna and R Fields
is US$ 907 MM but this ranges from a P90 value of US$759 MM and a P10 value of US$1,062 MM (see
Table 8-15).
100%
90% 759
Cumulative Exceedance Probability (%)
80%
70%
60%
50% 903
40%
30%
Expected Net Present Value (Mean) = MM$907
20%
10% 1,062
0%
- 200 400 600 800 1,000 1,200 1,400
EOL Net Present Value @ 10% discount rate (US$ MM) 26MAR201023560228
Table 8-15: EOL Net Present Value Distribution
474
APPENDIX A:
DESCRIPTION OF CONTRACT AREA
The Ratna and R-Series Field is located in the northern part of Ratnagiri shelf, about 65 km. west of the
coastline.
The area comprising approximately about 1000 sq. km. (offshore) identified as ‘‘Ratna and R-Series Field’’
described as herein and shown on the map attached as Appendix-B.
475
APPENDIX B:
GLOSSARY OF TERMS AND ABBREVIATIONS
476
477
478
479
APPENDIX C:
SPE/WPC/AAPG/SPEE RESERVE/RESOURCE DEFINITIONS
The following is extracted from the SPE/WPC/AAPG/SPEE PRMS 2007 using the section numbering and
spelling from PRMS.
26MAR201021050328
Figure 1-1: Resources Classification Framework.
The ‘‘Range of Uncertainty’’ reflects a range of estimated quantities potentially recoverable from an
accumulation by a project, while the vertical axis represents the ‘‘Chance of Commerciality, that is, the
480
chance that the project that will be developed and reach commercial producing status. The following
definitions apply to the major subdivisions within the resources classification:
TOTAL PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated to exist
originally in naturally occurring accumulations. It includes that quantity of petroleum that is
estimated, as of a given date, to be contained in known accumulations prior to production plus those
estimated quantities in accumulations yet to be discovered (equivalent to ‘‘total resources’’).
DISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated,
as of a given date, to be contained in known accumulations prior to production.
PRODUCTION is the cumulative quantity of petroleum that has been recovered at a given date.
While all recoverable resources are estimated and production is measured in terms of the sales
product specifications, raw production (sales plus non-sales) quantities are also measured and
required to support engineering analyses based on reservoir voidage.
Multiple development projects may be applied to each known accumulation, and each project will recover
an estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial
and Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and
Contingent Resources respectively, as defined below.
RESERVES are those quantities of petroleum anticipated to be commercially recoverable by
application of development projects to known accumulations from a given date forward under
defined conditions. Reserves must further satisfy four criteria: they must be discovered,
recoverable, commercial, and remaining (as of the evaluation date) based on the development
project(s) applied. Reserves are further categorized in accordance with the level of certainty
associated with the estimates and may be sub-classified based on project maturity and/or
characterized by development and production status.
CONTINGENT RESOURCES are those quantities of petroleum estimated, as of a given date, to
be potentially recoverable from known accumulations, but the applied project(s) are not yet
considered mature enough for commercial development due to one or more contingencies.
Contingent Resources may include, for example, projects for which there are currently no viable
markets, or where commercial recovery is dependent on technology under development, or where
evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent
Resources are further categorized in accordance with the level of certainty associated with the
estimates and may be subclassified based on project maturity and/or characterized by their
economic status.
UNDISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum estimated, as
of a given date, to be contained within accumulations yet to be discovered.
PROSPECTIVE RESOURCES are those quantities of petroleum estimated, as of a given date, to
be potentially recoverable from undiscovered accumulations by application of future
development projects. Prospective Resources have both an associated chance of discovery and a
chance of development. Prospective Resources are further subdivided in accordance with the
level of certainty associated with recoverable estimates assuming their discovery and development
and may be sub-classified based on project maturity.
UNRECOVERABLE is that portion of Discovered or Undiscovered Petroleum Initially-in-Place
quantities which is estimated, as of a given date, not to be recoverable by future development projects.
A portion of these quantities may become recoverable in the future as commercial circumstances
change or technological developments occur; the remaining portion may never be recovered due to
physical/chemical constraints represented by subsurface interaction of fluids and reservoir rocks.
Estimated Ultimate Recovery (EUR) is not a resources category, but a term that may be applied to
any accumulation or group of accumulations (discovered or undiscovered) to define those quantities
of petroleum estimated, as of a given date, to be potentially recoverable under defined technical and
commercial conditions plus those quantities already produced (total of recoverable resources).
481
portion of those in-place quantities that can be recovered by each project, and classifying the project(s)
based on its maturity status or chance of commerciality.
This concept of a project-based classification system is further clarified by examining the primary data
sources contributing to an evaluation of net recoverable resources (see Figure 1-2) that may be described
as follows:
Net
RESERVOIR Recoverable PROJECT
(in-place volumes) (production/cash flow)
Resources
Entitlement
PROPERTY
(ownership/contract terms)
27MAR201009581974
Figure 1-2: Resources Evaluation Data Sources
• The Reservoir (accumulation): Key attributes include the types and quantities of Petroleum
Initially-in-Place and the fluid and rock properties that affect petroleum recovery.
• The Project: Each project applied to a specific reservoir development generates a unique production
and cash flow schedule. The time integration of these schedules taken to the project’s technical,
economic, or contractual limit defines the estimated recoverable resources and associated future net
cash flow projections for each project. The ratio of EUR to Total Initially-in-Place quantities defines
the ultimate recovery efficiency for the development project(s). A project may be defined at various
levels and stages of maturity; it may include one or many wells and associated production and
processing facilities. One project may develop many reservoirs, or many projects may be applied to
one reservoir.
• The Property (lease or license area): Each property may have unique associated contractual rights and
obligations including the fiscal terms. Such information allows definition of each participant’s share of
produced quantities (entitlement) and share of investments, expenses, and revenues for each recovery
project and the reservoir to which it is applied. One property may encompass many reservoirs, or one
reservoir may span several different properties. A property may contain both discovered and
undiscovered accumulations.
In context of this data relationship, ‘‘project’’ is the primary element considered in this resources
classification, and net recoverable resources are the incremental quantities derived from each project.
Project represents the link between the petroleum accumulation and the decision-making process. A
project may, for example, constitute the development of a single reservoir or field, or an incremental
development for a producing field, or the integrated development of several fields and associated facilities
with a common ownership. In general, an individual project will represent the level at which a decision is
made whether or not to proceed (i.e., spend more money) and there should be an associated range of
estimated recoverable quantities for that project.
An accumulation or potential accumulation of petroleum may be subject to several separate and distinct
projects that are at different stages of exploration or development. Thus, an accumulation may have
recoverable quantities in several resource classes simultaneously.
In order to assign recoverable resources of any class, a development plan needs to be defined consisting of
one or more projects. Even for Prospective Resources, the estimates of recoverable quantities must be
stated in terms of the sales products derived from a development program assuming successful discovery
and commercial development. Given the major uncertainties involved at this early stage, the development
program will not be of the detail expected in later stages of maturity. In most cases, recovery efficiency may
be largely based on analogous projects. In-place quantities for which a feasible project cannot be defined
using current, or reasonably forecast improvements in, technology are classified as Unrecoverable.
Not all technically feasible development plans will be commercial. The commercial viability of a
development project is dependent on a forecast of the conditions that will exist during the time period
encompassed by the project’s activities. ‘‘Conditions’’ include technological, economic, legal,
environmental, social, and governmental factors. While economic factors can be summarized as forecast
482
costs and product prices, the underlying influences include, but are not limited to, market conditions,
transportation and processing infrastructure, fiscal terms, and taxes.
The resource quantities being estimated are those volumes producible from a project as measured
according to delivery specifications at the point of sale or custody transfer. The cumulative production
from the evaluation date forward to cessation of production is the remaining recoverable quantity. The
sum of the associated annual net cash flows yields the estimated future net revenue. When the cash flows
are discounted according to a defined discount rate and time period, the summation of the discounted cash
flows is termed net present value (NPV) of the project.
483
APPENDIX D:
INTERA CORE FRACTURE OCCURRENCE DESCRIPTIONS
Because fracturing is considered to be important for reservoir performance, core data has been reviewed
to ascertain the location of fracture zones, the density of fracturing and the diagenetic history of the
fracture networks by well. Of critical importance is the diagenetic history, which will determine whether
the fractures have been sealed by cement or remain as open channels. In addition, some fractures have
been solution-enlarged in particular areas.
All of the following data has been taken from core reports supplemented by log evaluation report
descriptions where core is lacking.
Volume 1—Static Reservoir Description and Volumetrics (essa1067.doc) Page 9
R7-1: Test rates of 1730stb/d coincide with heavily fractured limestone with solution-enlarged channels in
core.
R7-2: Leached fossils, fractures and channels are evident in core, especially in the lower part of the cored
interval. The Log Evaluation Report identifies the intervals 1580-1660 and 1678-1695 as fracture zones.
R7-3: Some fracturing in core at the top of the A-Zone, but these are mostly filled by calcite. The same is
true for the core taken from the base of the A-Zone.
R7-4: There is limited fracturing in core, but some intervals are moderately fractured.
R7-6: There is no core report available, but a 2000stb/d test at the top of Zone A and excessive mud loss in
Zone B may suggest fracturing.
R7-A1: No core was taken in this well. Reservoir lithology is very poor quality, but the test rate suggests
fracturing.
R7-A2: For zone A, the same comments apply as for well R7-A1.
R7-A3: No core taken, but no fracturing mentioned in any report.
R9-1: The core is fractured, especially over the upper part of the cored interval.
R9-2: Core is fractured, but many of the fractures are calcite-filled.
R9-3: No core was taken, but the Log Evaluation Report indicates that no fracturing is suspected.
R9-4: There is no mention of fractures or of good porosity in the core description.
R12-1: Cored 1552-1558, not fractured,
1558-1570.5, not fractured,
1775-1793, fractured,
1915-1931.5, vuggy core, but no fractures mentioned.
No fracturing was mentioned in the Log Evaluation Report.
R12-2: Cored 1990-2008, core fractured,
Volume 1—Static Reservoir Description and Volumetrics (essa1067.doc) Page 10
2008-2026, not fractured,
2026-2035, not fractured.
The interval 1987-2125 appears to be moderately fractured as suggested in the Log Evaluation Report.
R12-3: Cored 2008-2026 and in pay zone from 2125-2150. Fractured, but fractures filled by calcite.
(Log Evaluation Report indicates fractured intervals are 2075-2125 and 2175-2195).
R12-4: Not cored, and no mention of fracturing in the Log Evaluation Report.
R12-5: Cored 1988-2006.3, core not fractured,
2053-2058, no fractures,
484
2117-2130.5, scarce though prominent vertical fractures in upper part, more fractured in lower part of this
cored interval.
Log Evaluation Report states that RIII interval shows poor porosity and is generally tight. There is no
mention of fracturing in this report, although portions of the core are clearly fractured.
R12-A1: Some fracturing is noted in zone RI. In the upper part of Zone RIII, fractures and channels have
been observed in core. In the middle part of the RIII core, large fractures and channels are present.
1916-1920, some fractures,
1970-1975, some fractures,
1983-1985, some fractures,
1988-2025, core fractured, sometimes highly.
R12-A2: Not cored.
R12-A3: Not cored. There is no mention of fracturing in reports, although reservoir quality is good, with
high porosities.
R12-A5: Not cored. No mention of fractures in reports, although there is some intergranular and mouldic
porosity.
R12-A6: Not cored. No mention of fractures in reports and reservoir quality is not good.
R12-A7: No core, but this is part of the good reservoir in the central area of the field.
R12-A8: Poor reservoir, no fractures mentioned in reports, no core.
R12-A9: Poor reservoir, not cored and no fractures mentioned in reports.
R13-1: Reasonable test results seem to be due to good porosity in the reservoir interval rather than due to
fractures, as suggested by the core description.
R13-2: There is no core report available, and fractures are not mentioned in the Log Evaluation Report.
R13-3: Was cored 1887-1983, but no core report is available. The Log Evaluation Report does not mention
fractures.
R13-4: Was cored 1863-1872, 1937-1948, 2456-2464 and 2471-2480 but no core reports are available. No
fracturing is mentioned in the Log Evaluation Report.
R13-5: Was cored 2620-2625.5, 2758-2768 and 2808-2816.5, but no core reports are available. No fracturing
is mentioned in the Log Evaluation Report.
485
APPENDIX E:
INPUT PARAMETERS FOR IN-PLACE VOLUME CALCULATIONS
486
487
Thickness . . . . . . . . . . . . . . . . . . M Normal 70 80 90
Spill point . . . . . . . . . . . . . . . . . M Triang 1575 1580 1585
Area uncertainty . . . . . . . . . . . . . % Triang 98 100 103
Deg. of fill . . . . . . . . . . . . . . . . . % Single 100 100 100
Net-to-gross . . . . . . . . . . . . . . . . % Normal 40 45 50
Porosity . . . . . . . . . . . . . . . . . . . % Lognor 14.2 16 18
Sw . . . . . . . . . . . . . . . . . . . . . . . % Normal 30 40 50
FVF (Bo) . . . . . . . . . . . . . . . . . . vol/vol Normal 1.15 1.25 1.35
GOR . . . . . . . . . . . . . . . . . . . . . m3/m3 Normal 25.7 28.5 31.3
Oil rec fac . . . . . . . . . . . . . . . . . % Single 100 100 100
GRV 0 0 291 393 496
R7—A Limestone Reservoir
R8-Miocene Crest m 0
Name Unit Shape P90 P50 P10
Thickness . . . . . . . . . . . . . . . . . . M Normal 10 15 20
Spill point . . . . . . . . . . . . . . . . . M Lognor 892 895 898
Area uncertainty . . . . . . . . . . . . . % Triang 90 100 110
Deg. of fill . . . . . . . . . . . . . . . . . % Single 100 100 100
Net-to-gross . . . . . . . . . . . . . . . . % Normal 1 3 5
Porosity . . . . . . . . . . . . . . . . . . . % Lognor 28.1 30 32
Sw . . . . . . . . . . . . . . . . . . . . . . . % Normal 30 40 50
FVF (Bo) . . . . . . . . . . . . . . . . . . vol/vol Normal 1 1.05 1.1
GOR . . . . . . . . . . . . . . . . . . . . . m3/m3 Normal 9 10 11
Oil rec fac . . . . . . . . . . . . . . . . . % Single 100 100 100
R8 Miocene Limestone
488
Thickness . . . . . . . . . . . . . . . . . . M Normal 50 70 90
5657.5 Spill point . . . . . . . . . . . . . . . . . M Lognor 1707 1715 1723
5833.5 Area uncertainty . . . . . . . . . . . . . % Triang 95 100 105
Deg. of fill . . . . . . . . . . . . . . . . . % Single 100 100 100
Net-to-gross . . . . . . . . . . . . . . . . % Normal 40 47.5 55
Porosity . . . . . . . . . . . . . . . . . . . % Lognor 14.2 16 18
Sw . . . . . . . . . . . . . . . . . . . . . . . % Normal 30 40 50
FVF (Bo) . . . . . . . . . . . . . . . . . . vol/vol Normal 1.15 1.25 1.35
GOR . . . . . . . . . . . . . . . . . . . . . m3/m3 Normal 108 120 132
Oil rec fac . . . . . . . . . . . . . . . . . % Single 100 100 100
R10—A Limestone Reservoir
489
APPENDIX F:
PRODUCTION PROFILES
Combined Production Profile for All Fields
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1 137 242 3 214 443 4 310 737 6
2 1,600 2,804 69 2,497 5,145 108 3,633 8,609 164
3 6,150 3,654 709 8,538 6,481 1,097 12,086 11,509 1,748
4 8,290 5,077 1,664 12,010 9,027 2,642 17,849 15,755 4,466
5 8,663 4,234 2,247 12,783 7,534 3,697 19,953 13,473 6,322
6 7,361 3,330 2,726 11,223 6,052 4,614 17,914 11,019 7,803
7 6,281 2,899 3,348 9,895 5,403 5,774 16,042 9,924 9,655
8 5,379 2,251 4,485 8,760 4,328 7,798 14,312 8,083 12,841
9 4,622 1,731 4,957 7,784 3,455 8,809 12,831 6,583 14,610
10 3,984 1,396 5,035 6,942 2,893 9,161 11,555 5,600 15,345
11 3,444 1,160 4,914 6,212 2,490 9,182 10,448 4,886 15,573
12 2,985 966 4,630 5,576 2,151 8,922 9,483 4,282 15,362
13 2,594 807 4,312 5,021 1,866 8,585 8,638 3,769 15,016
14 2,260 687 3,955 4,534 1,646 8,127 7,895 3,372 14,426
15 1,973 590 3,592 4,106 1,467 7,648 7,237 3,045 13,791
16 1,726 513 2,942 3,727 1,323 6,789 6,654 2,785 12,626
17 1,514 446 2,698 3,392 1,195 6,520 6,134 2,550 12,285
18 1,330 392 2,706 3,094 1,089 6,829 5,669 2,356 13,034
19 1,170 343 2,683 2,829 991 7,068 5,252 2,171 13,668
20 1,032 292 2,607 2,592 871 7,193 4,877 1,930 14,106
21 911 257 2,358 2,380 798 6,808 4,538 1,792 13,490
22 806 227 2,298 2,189 732 6,957 4,231 1,666 13,991
23 715 201 2,205 2,017 673 6,994 3,953 1,553 14,269
24 634 178 2,013 1,863 619 6,712 3,700 1,446 13,863
25 564 159 1,998 1,723 574 6,929 3,469 1,358 14,530
26 502 136 1,999 1,596 512 7,109 3,257 1,235 15,026
27 447 123 1,944 1,480 483 7,157 3,064 1,177 15,364
28 399 110 1,847 1,376 447 7,128 2,886 1,105 15,490
29 357 98 1,845 1,280 415 7,346 2,723 1,039 16,216
30 318 82 1,706 1,182 349 7,029 2,543 854 15,458
Cum. 78.1 35.4 80.5 138.8 71.5 190.7 233.1 135.7 360.5
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
490
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3 2,653 426 0 3,250 614 0 3,945 856 0
4 2,300 386 0 2,886 570 0 3,945 896 0
5 1,997 325 0 2,574 493 0 3,721 820 0
6 1,738 277 1 2,304 432 1 3,323 717 2
7 1,515 236 24 2,070 380 33 2,985 630 47
8 1,324 203 37 1,865 337 53 2,696 560 76
9 1,158 176 44 1,687 302 64 2,447 504 94
10 1,016 154 65 1,530 273 98 2,231 458 143
11 892 135 92 1,391 249 144 2,043 420 212
12 784 119 103 1,268 227 167 1,877 386 248
13 691 105 112 1,159 207 189 1,731 355 281
14 610 92 123 1,062 189 214 1,601 327 322
15 539 81 133 975 172 240 1,485 302 366
16 477 71 146 897 156 274 1,382 276 423
17 423 63 208 827 145 407 1,288 260 634
18 375 56 263 764 135 536 1,204 245 844
19 334 50 295 708 126 626 1,128 231 999
20 297 45 309 656 117 683 1,059 217 1,103
21 265 40 313 609 108 720 996 204 1,177
22 236 36 313 567 100 751 939 191 1,243
23 211 32 307 528 93 767 886 180 1,287
24 189 28 299 493 87 780 838 170 1,327
25 169 25 292 460 81 794 793 161 1,369
26 152 23 282 431 76 800 752 153 1,397
27 136 20 277 404 71 819 714 145 1,450
28 123 18 273 379 67 842 679 138 1,512
29 110 17 270 355 63 870 647 131 1,583
30 99 15 269 334 59 904 616 125 1,666
Cum. 20.8 3.3 4.9 32.4 5.9 11.8 48.0 10.1 19.8
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
491
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3 878 141 0 1,324 250 0 1,839 399 0
4 750 126 0 1,147 227 0 1,606 365 0
5 642 105 0 999 192 0 1,415 312 0
6 551 88 0 876 164 0 1,256 271 1
7 474 74 7 771 142 12 1,122 237 18
8 409 63 12 682 123 19 1,009 210 28
9 353 54 14 606 109 23 912 188 35
10 306 46 20 541 97 35 828 170 53
11 266 40 28 484 87 50 755 155 78
12 231 35 30 435 78 57 692 142 91
13 201 31 33 392 70 64 636 131 103
14 176 27 35 355 63 71 587 120 118
15 153 23 38 322 57 79 543 110 134
16 134 20 41 293 51 90 504 101 154
17 118 18 58 267 47 131 469 95 231
18 104 16 73 244 43 171 437 89 307
19 91 14 81 224 40 198 409 84 362
20 80 12 84 206 37 214 383 78 399
21 71 11 84 189 34 224 360 74 425
22 63 9 83 175 31 231 339 69 448
23 56 8 81 161 29 234 319 65 463
24 49 7 78 149 26 236 301 61 477
25 44 7 76 138 24 239 285 58 492
26 39 6 73 129 23 239 270 55 501
27 35 5 71 120 21 243 256 52 520
28 31 5 69 112 20 248 243 49 541
29 28 4 68 104 18 255 231 47 566
30 25 4 67 97 17 263 220 45 595
Cum. 6.4 1.0 1.3 11.5 2.1 3.6 18.2 3.8 7.1
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
492
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3
4 818 1,129 75 1,279 2,076 117 1,782 3,327 164
5 713 838 181 1,116 1,543 284 1,573 2,500 400
6 622 637 383 977 1,178 601 1,394 1,931 858
7 544 695 800 859 1,292 1,263 1,241 2,146 1,825
8 476 430 1,692 757 804 2,691 1,109 1,354 3,940
9 418 258 1,898 670 487 3,042 994 831 4,516
10 367 191 1,911 594 364 3,093 895 631 4,659
11 323 148 1,794 528 284 2,933 808 499 4,485
12 285 112 1,576 471 218 2,606 732 390 4,045
13 252 86 1,351 421 170 2,263 665 308 3,568
14 223 74 1,193 378 148 2,025 605 273 3,244
15 197 64 1,037 339 130 1,786 553 243 2,907
16 175 58 382 306 120 667 506 229 1,104
17 155 51 261 276 107 463 464 207 778
18 138 46 207 249 97 374 426 190 640
19 123 41 176 226 88 323 393 177 561
20 110 37 129 205 81 241 363 164 426
21 98 33 113 187 73 216 335 151 388
22 88 29 87 170 65 168 311 137 307
23 78 26 63 155 60 125 288 127 233
24 70 23 24 142 54 49 268 118 93
25 63 21 28 130 50 58 250 111 111
26 57 19 105 119 46 221 233 104 432
27 51 17 104 109 42 222 217 97 441
28 46 15 102 101 39 224 203 90 452
29 41 14 101 93 36 227 190 85 466
30 37 12 101 85 33 231 178 79 482
Cum. 6.6 5.1 15.9 10.9 9.7 26.5 17.0 16.5 41.5
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
493
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1 103 181 2 145 300 3 202 480 4
2 1,198 2,099 51 1,692 3,487 73 2,374 5,625 110
3 1,018 1,662 369 1,487 2,851 540 2,362 5,206 864
4 868 1,104 767 1,313 1,960 1,161 2,208 3,793 1,953
5 742 594 1,039 1,164 1,096 1,632 1,955 2,117 2,741
6 636 373 1,221 1,037 715 1,993 1,743 1,383 3,351
7 546 262 1,336 927 523 2,270 1,564 1,015 3,832
8 470 211 1,470 832 439 2,604 1,411 857 4,419
9 405 177 1,607 749 385 2,971 1,279 758 5,078
10 350 150 1,615 676 340 3,119 1,166 674 5,376
11 303 127 1,583 613 301 3,198 1,066 603 5,566
12 263 108 1,531 557 268 3,237 979 542 5,693
13 229 92 1,456 507 239 3,222 902 489 5,733
14 200 77 1,300 463 210 3,015 834 434 5,430
15 174 65 1,112 424 185 2,707 773 388 4,937
16 152 55 1,067 389 166 2,722 719 354 5,029
17 134 47 896 358 149 2,401 670 321 4,497
18 117 41 880 330 135 2,476 626 295 4,702
19 103 35 854 304 121 2,522 586 268 4,858
20 91 23 822 282 83 2,549 550 186 4,980
21 80 20 661 261 76 2,153 517 174 4,269
22 71 18 649 242 71 2,224 487 163 4,474
23 63 16 628 225 66 2,259 460 155 4,613
24 55 14 550 210 61 2,079 435 144 4,310
25 49 12 566 196 56 2,248 411 137 4,730
26 44 11 509 183 53 2,125 390 130 4,539
27 39 10 517 171 49 2,269 370 123 4,918
28 35 9 467 160 46 2,154 352 117 4,742
29 31 8 485 150 43 2,349 335 111 5,247
30 26 7 403 131 39 2,037 296 100 4,611
Cum. 8.6 7.6 26.4 16.2 14.5 66.3 28.0 27.1 125.6
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
494
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3
4
5 1,003 427 0 1,486 743 0 2,100 1,207 0
6 841 358 32 1,273 636 48 2,100 1,207 80
7 707 301 56 1,095 547 86 1,957 1,125 154
8 596 253 73 946 473 115 1,703 979 208
9 504 214 85 821 410 138 1,490 856 251
10 427 182 93 715 358 156 1,311 753 286
11 363 154 98 625 313 170 1,158 666 314
12 309 132 102 549 274 180 1,028 591 337
13 264 112 103 483 242 188 916 527 357
14 226 96 103 427 213 194 820 471 372
15 194 83 102 378 189 198 736 423 386
16 167 71 100 336 168 201 663 381 397
17 144 61 98 299 150 203 600 345 406
18 125 53 95 267 134 204 544 312 415
19 108 46 92 239 120 204 494 284 422
20 94 40 89 215 107 204 450 259 428
21 81 35 86 193 97 204 412 237 434
22 71 30 83 174 87 203 377 217 440
23 62 26 80 157 79 202 346 199 445
24 54 23 76 142 71 201 318 183 450
25 47 20 73 129 65 200 294 169 455
26 42 18 71 117 59 199 271 156 460
27 37 16 68 107 53 198 251 144 464
28 32 14 65 97 49 198 233 134 472
29 28 12 66 89 44 208 216 124 504
30 25 11 68 81 41 220 201 115 543
Cum. 6.6 2.8 2.1 11.4 5.7 4.5 21.0 12.1 9.5
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
495
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3
4
5 334 142 0 407 204 0 807 464 0
6 280 119 11 353 176 13 687 395 26
7 236 100 19 308 154 24 588 338 46
8 199 84 24 269 135 33 508 292 62
9 168 71 28 237 119 40 441 253 74
10 142 61 31 210 105 46 385 221 84
11 121 51 33 186 93 51 338 194 92
12 103 44 34 166 83 55 298 171 98
13 88 37 34 149 74 58 264 152 103
14 75 32 34 134 67 61 235 135 107
15 65 28 34 121 60 63 210 121 110
16 56 24 33 109 55 65 188 108 113
17 48 20 33 99 50 67 169 97 115
18 42 18 32 90 45 69 153 88 117
19 36 15 31 82 41 70 139 80 118
20 31 13 30 75 38 71 126 72 120
21 27 12 29 69 34 73 115 66 121
22 24 10 28 63 32 74 105 60 122
23 21 9 27 58 29 75 96 55 123
24 18 8 25 54 27 76 88 50 124
25 16 7 24 50 25 77 81 46 125
26 14 6 24 46 23 78 74 43 126
27 12 5 23 43 21 79 69 39 127
28 11 5 22 40 20 80 63 36 129
29 9 4 22 37 18 86 59 34 137
30 8 4 23 34 17 93 55 31 148
Cum. 2.2 0.9 0.7 3.5 1.7 1.6 6.3 3.6 2.7
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
496
1C 2C 3C
Oil Gas Water Oil Gas Water Oil Gas Water
Year Mstb MMscf Mstb Mstb MMscf Mstb Mstb MMscf Mstb
1
2
3
4 339 144 0 758 379 0 1,252 721 0
5 293 125 11 674 337 26 1,136 654 43
6 253 108 20 601 300 47 1,034 595 81
7 219 93 27 537 269 66 943 543 115
8 190 81 32 481 241 81 862 496 145
9 165 70 36 433 216 94 791 455 173
10 144 61 39 389 195 106 726 418 197
11 126 54 41 351 176 115 669 385 220
12 110 47 43 318 159 124 617 355 240
13 96 41 44 288 144 131 570 328 259
14 85 36 44 261 131 137 528 304 276
15 74 32 45 238 119 142 490 282 293
16 66 28 44 217 108 147 455 262 308
17 58 25 44 198 99 151 423 244 323
18 51 22 44 181 90 154 395 227 337
19 45 19 43 165 83 157 368 212 350
20 40 17 42 152 76 160 344 198 363
21 36 15 41 139 70 162 322 185 376
22 32 13 41 128 64 165 302 174 388
23 28 12 40 118 59 167 283 163 400
24 25 11 39 109 54 168 266 153 412
25 22 10 38 100 50 170 250 144 424
26 20 8 37 93 46 172 236 136 436
27 18 8 36 86 43 174 222 128 451
28 16 7 37 80 40 186 210 121 489
29 14 6 39 74 37 200 198 114 535
30 13 0 0 69 0 0 187 0 0
Cum. 2.6 1.1 0.9 7.2 3.6 3.4 14.1 8.0 7.6
Prod. MMstb Bcf MMstb MMstb Bcf MMstb MMstb Bcf MMstb
497
29MAR201020503001 4501 Fairfax Drive, Suite 910 • Arlington, Virginia 22203 • Phone: (703) 528-8420 • Fax: (703) 528-0439
30 April 2010
Reference: Competent Person Report for the Assessment of Coal Seam Gas Resources on the Rajmahal
CSG Block RM(E)-CBM-2008/IV, Jharkhand, India
Dear Sirs:
Per your request, Advanced Resources International, Inc. (ARI) has prepared and submitted a
comprehensive report titled, ‘‘Competent Person Report for the Assessment of Coal Seam Gas Resources
on the Rajmahal CSG Block RM(E)-CBM-2008/IV, Jharkhand, India’’ (the ‘‘Rajmahal CPR’’). This
Rajmahal CPR details the geologic and reservoir studies that were undertaken in order to describe the coal
seam gas (CSG) resources on the Rajmahal (RM(E)-CBM-2008/IV) Block. For the Rajmahal block,
probabilistic methodologies were used to estimate CSG and water production forecast for each
classification of resource based on the geologic analysis and reservoir engineering evaluation described in
the Rajmahal CPR.
In generating the Rajmahal CPR, ARI has utilized the Petroleum Resources Management System (PRMS)
as of March 2007. The definitions of the resource classifications that have been applied are presented in
the Rajmahal CPR. The PRMS as of March 2007 can be found at the following address on the internet:
http://www.spe.org/industry/reserves/prms.php.
The compilation of the Rajmahal CPR was supervised by Mr. Jonathan R. Kelafant, who also performed
the technical geologic analysis and review. Mr. Kelafant is a Senior Vice President with ARI with over
22 years of experience in coalbed/coal mine methane development, as well as the management of large,
multi-year, multitask projects. For these contracts, he provides budget control and analysis, manpower
planning, management of subcontractors, oversight of technical work and deliverables, quality control, and
report preparation. His project experience ranges from short-term reserve assessments for domestic and
overseas production companies (ChevronTexaco, Shell, BP Amoco, etc.) to multi-year, multi-million dollar
field and research contracts for the U.S. Environmental Protection Agency, U.S. Department of Energy,
European Investment Bank and others. He has over 22 years of experience in CMM/CSG resource
recovery and assessment in 14 countries including China, India, South Africa, Ukraine, Australia and the
498
Czech Republic. Mr. Kelafant holds a M.Sc. in Geology from The George Washington University and a
B.Sc. in Geology from Washington and Lee University.
The reservoir engineering evaluation was carried out by Mr. James S. Caballero. Mr. Caballero is a Vice
President with ARI and has over 30 years of experience in petroleum engineering, management, and
business. At ARI, he is responsible for management of CSG and unconventional gas projects in Alaska,
southern Africa, India, and the United States. Prior to joining ARI, Mr. Caballero was V.P.—Engineering,
Planning and Analysis for Equitable Production Company and V.P.—Engineering, Acquisitions, and
Divestitures for Statoil Energy, Inc., and was responsible for oversight of all reserve, resource, and
engineering activities for more than 12,000 coal seam gas, Devonian shale, and tight gas wells.
Mr. Caballero holds a B.S. in Petroleum Engineering from Texas Tech University.
ARI is an independent oil and gas consulting firm. ARI will receive a fee for the preparation of the
Rajmahal CPR in accordance with normal professional consulting practice. This fee is not contingent on
the results obtained and reported and ARI will receive no other benefit for the preparation of the
Rajmahal CPR. ARI has not performed any other work that might affect its objectivity.
Neither ARI nor any of its directors, officers, employees or sub-consultants have any pecuniary or other
interests in the Rajmahal (RM(E)-CBM-2008/IV) block or Essar Energy or any group companies.
Production of the Rajmahal CPR was supervised by Jonathan R. Kelafant, an officer of ARI who has more
than 22 years of relevant experience in the estimation, assessment, and evaluation of oil and gas resources
and/or reserves. In conducting this review, ARI relied upon geological data supplied by EOL. The opinions
expressed in this report reflect our informed judgments based on accepted engineering and geologic
standards and are subject to those generally recognized uncertainties associated with interpretation of
geological, geophysical, and engineering information.
ARI understands that the Rajmahal CPR will be included as part of the prospectus (the Prospectus) to be
published in connection with a global offering of shares and the admission of the ordinary shares of Essar
Energy plc (Essar Energy) to the Official List of the Financial Services Authority and the admission of the
ordinary shares to trading on the London Stock Exchange plc’s main market for listed securities.
ARI has given and not withdrawn its written consent to the issue of the Prospectus with its name included
within it and to the inclusion of the Rajmahal CPR and references to the Rajmahal CPR in the Prospectus.
For the purposes of Prospectus Rule 5.5.3R(2)(f) ARI accepts responsibility for the information contained
in the Rajmahal CPR set out in this section of the Prospectus and those parts of the Prospectus which
include references to the Rajmahal CPR and declares that it has taken all reasonable care to ensure that
the information contained in the Rajmahal CPR is, to the best of its knowledge, in accordance with the
facts and contains no omission likely to affect its import.
Any use of the material in the Rajmahal CPR should be based on independent assessment of the
engineering and geologic data by professionally qualified personnel. Those making use of or relying upon
this material assume all risks and liability arising from such use or reliance.
Yours truly,
28APR201016271523
Jonathan R. Kelafant
Senior Vice President
499
Prepared for:
Prepared by:
500
TABLE OF CONTENTS
501
LIST OF EXHIBITS
502
LIST OF ABBREVIATIONS
Ȗm . . . . . . . . . . . . . . . . . . . . . . . . . micrometer
ARI . . . . . . . . . . . . . . . . . . . . . . . . . Advanced Resources International, Inc.
atm . . . . . . . . . . . . . . . . . . . . . . . . . atmosphere(s)
bbl(s) . . . . . . . . . . . . . . . . . . . . . . . . barrel(s)
Bcf . . . . . . . . . . . . . . . . . . . . . . . . . billion cubic feet
bpd . . . . . . . . . . . . . . . . . . . . . . . . . barrels per day
CBM . . . . . . . . . . . . . . . . . . . . . . . . Coalbed methane
CBM-IV . . . . . . . . . . . . . . . . . . . . . fourth round of coal bedmethane bidding
cc . . . . . . . . . . . . . . . . . . . . . . . . . . cubic centimeter
cc/g . . . . . . . . . . . . . . . . . . . . . . . . . cubic centimeters per gram
cf . . . . . . . . . . . . . . . . . . . . . . . . . . . cubic feet/foot
CH4 . . . . . . . . . . . . . . . . . . . . . . . . . methane
CMPDI . . . . . . . . . . . . . . . . . . . . . . Central Mine Planning &Design Institute
CO2 . . . . . . . . . . . . . . . . . . . . . . . . . carbon dioxide
cP . . . . . . . . . . . . . . . . . . . . . . . . . . centipoise
CPR . . . . . . . . . . . . . . . . . . . . . . . . competent person report
CSG . . . . . . . . . . . . . . . . . . . . . . . . Coal Seam Gas
daf . . . . . . . . . . . . . . . . . . . . . . . . . . dry ash free
ENE–WSW . . . . . . . . . . . . . . . . . . . east-northeast–west-southwest
EOL . . . . . . . . . . . . . . . . . . . . . . . . Essar Oil Limited
E–W . . . . . . . . . . . . . . . . . . . . . . . . east–west
ft . . . . . . . . . . . . . . . . . . . . . . . . . . . foot/feet
g ........................... gram
gm/cc . . . . . . . . . . . . . . . . . . . . . . . . gram(s) per cubic centimeter
GSI . . . . . . . . . . . . . . . . . . . . . . . . . Geological Survey of India
kg/cm2 . . . . . . . . . . . . . . . . . . . . . . . kilogram(s) per square centimeter
2
km . . . . . . . . . . . . . . . . . . . . . . . . . square kilometers
kPa . . . . . . . . . . . . . . . . . . . . . . . . . kilopascal
kPaa . . . . . . . . . . . . . . . . . . . . . . . . kilopascal absolute
m .......................... meter(s)
3
m /tonne . . . . . . . . . . . . . . . . . . . . . cubic meter(s) per tonne (metric ton)
mD . . . . . . . . . . . . . . . . . . . . . . . . . millidarcy
MECL . . . . . . . . . . . . . . . . . . . . . . . Mineral Exploration Corporation Ltd.
MOP&NG . . . . . . . . . . . . . . . . . . . . Ministry of Petroleum and Natural Gas
mscf . . . . . . . . . . . . . . . . . . . . . . . . . thousand standard cubic feet
mscfd . . . . . . . . . . . . . . . . . . . . . . . . thousand standard cubic feet per day
mt . . . . . . . . . . . . . . . . . . . . . . . . . . million tons
NNW–SSE . . . . . . . . . . . . . . . . . . . . north-northwest–south-southeast
503
N–S . . . . . . . . . . . . . . . . . . . . . . . . . north–south
NW–SE . . . . . . . . . . . . . . . . . . . . . . northwest–southeast
PL . . . . . . . . . . . . . . . . . . . . . . . . . . Langmuir pressure
PRMS . . . . . . . . . . . . . . . . . . . . . . . Petroleum Resources Management System
psi . . . . . . . . . . . . . . . . . . . . . . . . . . pounds per square inch
psi/ft . . . . . . . . . . . . . . . . . . . . . . . . pounds per square inch per foot
psia . . . . . . . . . . . . . . . . . . . . . . . . . pounds per square inch absolute
RB/STB . . . . . . . . . . . . . . . . . . . . . . reservoir barrels per stocktank barrel
Ro . . . . . . . . . . . . . . . . . . . . . . . . . . vitrinite reflectance
scf/cf . . . . . . . . . . . . . . . . . . . . . . . . standard cubic feet per cubic foot
scf/ton . . . . . . . . . . . . . . . . . . . . . . . standard cubic feet per short ton
STBW . . . . . . . . . . . . . . . . . . . . . . . stock tank barrels of water
STP . . . . . . . . . . . . . . . . . . . . . . . . . standard temperature and pressure
VL . . . . . . . . . . . . . . . . . . . . . . . . . . Langmuir volume
504
1.0 OVERVIEW
1.1 General Overview
Advanced Resources International (ARI) uses the Petroleum Resources Management System (PRMS)
which is sponsored by the Society of Petroleum Engineers, the American Association of Petroleum
Geologists, the World Petroleum Council, and the Society of Petroleum Evaluation Engineers. The PRMS
system, which is discussed in more detail below, is summarized graphically in Exhibit 1.
ARI has classified the coal seam gas (CSG) resource of the Rajmahal CSG Block as Prospective
Resources. Prospective resources are defined as ‘‘Those quantities of petroleum which are estimated, as of
a given date, to be potentially recoverable from undiscovered accumulations.’’ From the PRMS, ‘‘Potential
accumulations are evaluated according to their chance of discovery and, assuming a discovery, the
estimated quantities that would be recoverable under defined development projects. It is recognized that
the development programs will be of significantly less detail and depend more heavily on analog
developments in the earlier phases of exploration.’’
Prospective resources can be described in terms of certainty and in terms of maturity. The certainty of
prospective resources are classified into Low Estimate, Best Estimate, and High Estimate, which is
consistent with, and corresponds to the meaning of P90, P50 and P10, respectively, i.e. Low Estimate
means that 90% of the possible outcomes are greater than the Low Estimate, and so on. Using the
probabilistic methodology, ARI has assigned Low, Best, and High prospective resources.
The Prospective classification is appropriate for several reasons. Presence of CSG gas has not been
established by canister desorption and isotherm testing of core, and the depth and thickness of the coal has
not been confirmed through drilling. Additionally, commercial production levels have not been
demonstrated by pilot or development production. The drilling of core holes and pilot or development
production will allow further evaluation, which will indicate the likelihood of commercial production
potential. Appraisal and evaluation activities are essential to quantify commercial production potential.
These activities will give a clearer picture as to the potential for eventual commercial development pending
further appraisal and evaluation activities.
As mentioned above, prospective resources can be classified according to certainty as well as maturity.
From the PRMS, ‘‘Lead’’ prospective resources can be defined as ‘‘A project associated with a potential
accumulation that is currently poorly defined and requires more data acquisition and/or evaluation in
order to be classified as a prospect.’’ and ‘‘Prospect’’ prospective resources can be defined as ‘‘A project
associated with a potential accumulation that is sufficiently well defined to represent a viable drilling
target.’’ As a result, the Prospective resources have been classified as having a maturity level range of
‘‘Lead’’ to ‘‘Prospect’’ (the lower level of maturity being ‘‘Play’’).
ARI has quantified the Prospective resources, as of 31 December 2009, using probabilistic methodologies.
Probability distributions were assumed for critical reservoir parameters such as permeability, gas content
and pressure gradient. An assumed probability distribution for porosity utilizes a range of reasonable
values based on ARI’s knowledge of other known values.
Using the probabilistic methodology, Low Estimate, Best Estimate, and High Estimate resources were
assigned. The maturity level range assigned to these resources is ‘‘Lead’’ to ‘‘Prospect’’.
505
27MAR201000011785
Exhibit 1: Summary of the Petroleum Resource Management System
506
Utilizing the economic parameters provided by Essar Oil Limited (EOL) and described later in this report
in conjunction with the type curves that were developed according to the methodologies described in the
Evaluation Methodologies section of this report, volumes and net present values of prospective resources
have been assigned as shown in Exhibit 2.
Prospective Resources
Lead to Prospect Maturity Level
Probabilistic Calculation
Classification Original Gas In Place Recoverable Volume
(billion cubic feet, bcf) (billion cubic feet, bcf)
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 3,830.0
Best . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 4,722.8
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 5,564.0
Exhibit 2: Prospective Resources
507
and Possible, 3P, 3C, and High Estimate should have a 10% probability of actually being recovered. These
same criteria are also applied for quantifying the certainty of initially-in-place estimates.
Broad maturity levels have also been defined in the PRMS, and can be briefly summarized—listed from
low to high maturity—as ‘‘Play’’, ‘‘Lead’’, and ‘‘Prospect’’ for prospective resources; ‘‘Development Not
Viable’’, ‘‘Development Not Clarified or On Hold’’, and ‘‘Development Pending’’ for contingent resources;
and ‘‘Justified For Development’’, ‘‘Approved For Development’’, and ‘‘On Production’’ for reserves.
The PRMS sets out the acceptable methodologies for estimating resources, such as analog, volumetric,
material balance, and production performance. Additionally, the PRMS specifies that economic and
ownership parameters must be clearly documented along with the resource estimates.
508
509
26MAR201023583482
Exhibit 3: Rajmahal Coalfield, Topographic and Infrastructure Map CSG Block
510
2.3 Geology
2.3.1 Introduction
Several detached coal basins along the western flank of the Rajmahal Hills in Jharkhand State constitute
the Rajmahal coal belt (Exhibit 4). This coal belt forms an integral part of a larger sedimentary basin,
which extends from Purnea in North Bihar to the Bengal basin in the east and southeast. It is visualized
that coal measures of Lower Gondwana sequence, which have been intersected at depth in the deep
boreholes drilled in this master basin, have cropped out along the basin margin in the Rajmahal Hills. As
such, the subsurface limit of this coal basin beneath the cover of Rajmahal Trap, Tertiary and alluvium is
yet to be defined.
511
26MAR201023584945
Exhibit 4: Rajmahal Coalfield, Geological Map of CSG Block
512
In Rajmahal coal belt, the coal measures crops out as isolated patches often along the course of the
easterly flowing rivers, which have cut deep gorges into the Rajmahal trap covered areas and have exposed
the coal measures due to denudation of trap. The Rajmahal coal basin has a north-south alignment parallel
to the trend of the Rajmahal hills. This belt extends in the north up to the river Ganges, where the Hura
basin and its extension areas are located. Further south, the coal measures again crop out in the
Chuperbhita basin along the drainage of the Gumani River. In the central part of this belt, the coal
measures are found to be exposed in the Pachwara basin along the drainage of the Bansloi River. Further
south, isolated exposures of the coal measures are recorded in the Mahuagarhi basin. The southern most
coal basin of the Rajmahal coalfield is located in the drainage area of the Brahmani River and has been
named as Brahmani basin (Exhibit 4). This Rajmahal coal belt extends further south to Birbhum coalfield
in West Bengal, where a major depocentre of coal has been located below Rajmahal traps. A
reconstruction of paleo-geographic setting of these isolated coal basins of the Rajmahal hills suggest that
many of these basins are interconnected and are concealed further east, below a variable cover of
Rajmahal trap.
Based on a broad overview, it is observed that Rajmahal master basin hosts a large resource of coal in
Barakar Formation, which have been covered by a varying pile of Rajmahal volcanics. Evidently, the coal
seams have been soaked to a higher thermal regime in varying degree during periods of basalt flows. As a
sequel to this thermal event, several coal seams are likely to be within the gas generation window. Keeping
the basin history in view, it is postulated that Rajmahal coals below a cover of more than 300 m may
become gas saturated and store sizable resource of methane. Accordingly, a coal seam gas block located to
the east of allotted CSG block RM-CBM-2005/III has been designated in the trap covered areas.
The Rajmahal Gondwana belt is regarded as a classic thoeleiitic volcanic province of eastern India.
Beneath the cover of Rajmahal trap of Lower Cretaceous age, occurs the Triassic Gondwana rocks, which
in turn is underlain by Barakar coal measures and Talchir Formation of Lower Gondwana sequence
(Exhibit 3).
The Rajmahal Gondwana belt forms a part of large master basin stretching from Purnea basin in North
Bihar to Bengal basin in the south and east. To the east of the Rajmahal hills in Malda area of West
Bengal, deep boreholes drilled by GSI proved the extension of Rajmahal traps and Triassic Gondwana
below the alluvium and Tertiary sediments. The boreholes could not be drilled deeper to prove Barakar
coal measures at greater depth. The available subsurface data from Rajmahal, Purnea, Malda and
adjoining areas of Bengal basin show a more or less unified history of basin infilling during the Gondwana
period. The Rajmahal coal basins along the western flank of the Rajmahal hills denote exposures of coal
bearing rocks near the basin periphery due to the denudation of Triassic sediments and Rajmahal trap.
In Rajmahal coalfield area, the Lower Gondwana sediment usually rest on the Precambrian basement with
a pronounced unconformity. The Gondwana sedimentation in this area commenced with the deposition of
glacier derived Talchir sediments. The Talchir Formation occurs in isolated patches along the western
periphery of the basin. Over a major part of the area, the Barakar Formation rests directly on the
Precambrian basement. Following the deposition of Barakar coal measures, the Rajmahal basin witnessed
a major hiatus in deposition as no unequivocal upper Permian Gondwanas were found to be preserved in
the coal basins.
In the Triassic period, the Lower Triassic Panchet Formation was deposited in the vicinity of the northern
part of Rajmahal belt. But elsewhere in the coalfield area, no record of deposition of Panchet formation is
preserved. In the hills adjacent to coalfields a younger Mesozoic succession denoted as Dubrajpur
Formation is often exposed. Locally the formation is generally eroded and younger basalt flow rest directly
on Lower Gondwana Barakar sequence. In early Cretaceous period, this area witnessed a paroxysm of
basic volcanic activity, which is referred to as Rajmahal volcanics because Rajmahal hills form the type
513
area of its exposures. The generalized sequence of Gondwana rocks in Rajmahal belt is as presented in
Exhibit 5.
Thickness
Age Formation Lithotype (m)
Unconformity
Upper Triassic to Jurassic Dubrajpur Formation Medium to coarse grained 40 to 150
ferruginous sandstone,
pebble beds & chocolate
shale
Lower Triassic- Panchet formation (in Fine Grained greenish 80 to +600
northern part) sandstone, shale
Unconformity
Lower Permian Barakar Formation Conglomerate, sandstone, 330 to 600
shale and coal seams
Early Permian Talchir Formation Diamictite, fine grained 5 to 70
sandstone, red and green
shale
Precambrian Chotanagpur Gneissic Granite Gneiss with Quartz
complex vein
Exhibit 5: Generalized Stratigraphic Sequence in Rajmahal Coalfield
514
26MAR201023595623
Exhibit 6: Rajmahal Coalfield, Regional Correlation of Coal Seams in Different Basins, CSG Block
515
26MAR201023590468
Exhibit 7: Rajmahal Coalfield, Graphic Litholog of Selected Boreholes, CSG Block
516
517
are found to be repeated in abbreviated forms. Sometimes 32 cycles have been recognized in the Barakar
sequence. Such architecture in the sediment sequence reflects a meandering fluvial environment. It
appears that the paleoslope of the basin continued to be towards north east. The Barakar drainage,
originating from the highlands to the west flowed down the regional paleoslope and meandered across the
depositional basin. Peat accretion process in the back swamp areas was periodically interrupted by
aggrading fluvial fronts depositing channel load sediments. A characteristic feature of some coal belts
reveals progressive thinning and splitting of seams to the east of the basin, where channel evulsions was
more active in Barakar period.
Following the deposition of Barakar sediments, the basin area witnessed a prolonged break in
sedimentation and sub-aerial exposure. A major tectonic event in Upper Triassic period ushered in a fresh
spell of sedimentation. A number of turbulent streams originating from western highlands deposited the
coarse clastics of Dubrajpur Formation. These sediments often overlapped the Barakar Formation and
rested on Precambrian basement.
After the deposition of Dubrajpur Formation, there was a fresh spell of sub aerial exposure of basinal
sequence. The Dubrajpur beds were often denuded and the Rajmahal traps rested directly on Barakar
rocks. The Rajmahal eruption marked a major distinction in the west when the fragmentation of the
Gondwana took place in Aptian period.
Thickness Range
Seam (m)
518
In the northern extension area of Hura basin, sixteen regional seams have been intersected in various
boreholes, which have been numbered I to XVI from bottom to top. The sequence is shown in Exhibit 9.
Thickness Range
Seams (m)
The lower Seams III, II and I correspond to Lalmatia Top, Lalmatia Bottom and Hajukita Seams of
operating Rajmahal opencast project. The coal seams of Hura basin usually have high moisture (3.6-8.4%)
and high ash content (18-45%).
519
Thickness Range
Seam (m)
To the east of the basin, a few boreholes have shown splitting and thinning tendency of seams. The lower
seams IV to VII are of better quality with less than 30% ash. The upper seams are invariably inter banded
and are of inferior quality.
520
Thickness Range
Seam (m)
Upper Unit
Seam XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9
Seam XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.0-6.8
Seam XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8-6.5
Seam X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6-9.5
Seam IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8-4.6
Seam VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0-4.2
Lower Unit
Seam VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0-6.8
Seam VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5-6.1
Seam V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3-5.0
Seam IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7-8.9
Seam III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6-3.9
Seam II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3-12.7
Seam I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1-4.3
Exhibit 11: Coal Seam Sequence in Pachawara Basin
The most important seam is Seam II, which is exposed over a considerable area in the western part of the
coalfield. In the north, the seam coalesces with Seam I to form a very thick seam. In the eastern part of the
basin near the CSG block, seam II shows a reduction in the thickness and splitting tendency. The seam V
and VI however, maintain good thickness near the CSG block. Coals from this basin are high in moisture
(5.2-11.8%) and moderate to high in ash content (12.6-46.6%).
Thickness Range
Seam (m)
521
Coal seams are usually inter-banded in nature. The moisture and ash content of coal varies widely from
1.2-14.0% and 20.9-52.0%, respectively. Some sections of Seam I, II and III indicate better quality coal.
Thickness Range
Seam (m)
The coal seams are generally interbanded in nature. Moisture and ash content of coal vary between
6.0-12.0% and 20.3-47.5% respectively.
Unit Volatile
Basin Moisture % Ash % Matter % Carbon %
522
A general idea of chemical character of coal can be obtained from data of Ultimate Analysis in respect of
Pachwara coal.
The coals show wide variation in vitrinite reflectance (Ro). The Hura coals show Ro mean values ranging
from 0.39 to 0.76%. A few samples have high reflectance value of 0.81 to 1.31% which is considered to be
due to effects of Rajmahal trap intrusive bodies. The Pachwara coals have vitrinite reflectance of 0.45-51%.
The reflectance values of a few studied samples of Brahmani coal is 0.54%. Based on vitrinite reflectance
data alone the Rajmahal coals can be classified by and large as high volatile Bituminous C to B in rank.
The data shows that Rajmahal coals are hydrogen rich and oxygen poor and corresponds to Kerogen
type III. The probable depth of burial of Rajmahal Coals has been extrapolated based on the data of
vitrinite reflectance. The method adopted is the linear extrapolation using depth verses Ro M%. This
graph shows that depth of burial for Hura coal is between 1890 and 2320 m and for Chuperbhita coal it
ranges between 2780 and 2970 meters. Evidently, the probable loss of cover ranges between 1440 m to
1720 m. The coalification temperature of Chuperbhita and Hura coals varies between 52 to 128 C.
Limited information is available on the cleat pattern of Rajmahal coal belt. Both field and laboratory
studies revealed that Rajmahal coal is well cleated with good cleat aperture. Microscopic studies reveal the
presence of cleats/micro cleats not only in bright vitrain bands but also in dull durain bands. Generally
3-4 cleats are present per cm of coal and the aperture width is 10-20 micrometers (Ȗm) and locally it is
little wider.
The formation of cleat is related to both endogenic process involving soft sediment deformation due to
differential compaction and shrinkage during coalification as well as exogenic process related to tectonic
stress, imposed during burial or uplift. Interestingly, the face cleats are usually aligned parallel to
maximum horizontal stress axis i.e. have a preferred E–W trend. In short the cleat formation in Rajmahal
may have good correlation with tectonics stress. Besides the cleats, the networks of NNW–SSE and E–W
faults have contributed to good fracture density in coal.
Petrographic studies on Rajmahal coals however reveal that the cleats are often filled with secondary
carbonate and clay minerals. Possibly the mineralizing fluids from Rajmahal volcanics have permeated
through the coal cleats. This precipitation of authigenic minerals in cleats may affect to some extent
regional fluid migration and reduced permeability.
Though no quantitative data on coal seam permeability of Rajmahal coal is available but a scrutiny of the
tectonic setting, depth of occurrence of seams and cleat frequency of seam show the following features.
• The Rajmahal coalfield is located in a relaxed stress regime as it is free from folding and other
compressive structures. The coal seams have a flat unidirectional dip to the east pointing to the low
stress regime.
• The initial stress on coal seams is difficult to estimate. It is the horizontal stresses that are important
because they act across the sub vertical cleats that connect gas and thereby affect the coal seam
permeability. Since the cleat aperture even at a depth of 515 m is found to be 30 Ȗm in Brahmani
basin, it can be stated that horizontal stress was much less to attract the coal cleats.
• The coal seams lie mainly in the depth range of 300-600 m. In such depth range, there will not be
significant reduction in permeability due to increased stress. The studies on permeability in a few
Gondwana coalfields have revealed that coals in fault bounded Gondwana basins have good
permeability up to 600 m depth.
523
This estimate does not take into consideration the resource of coal occurring below the trap covered area
of the CSG block and areas in its northern part, lying to the east of coalfield areas.
No gas content data are available for the Rajmahal CSG block. However, based on gas content data from
neighboring coalfields with similar coal characteristics, it appears gas contents are likely in the range of
4-7 m3/tonne (Exhibit 17). In recent years, some adsorption isotherm data and desorption results are
available from Brahmani and adjacent Birbhum coalfield (Exhibit 18 and Exhibit 19). The desorption data
shows a average gas content of 2.88 m3/tonne. This data when viewed in conjunction with adsorption
isotherm results of the same sample indicate saturation of seams with methane beyond 300 m depth.
Desorbed Wt. of Lost Gas Desorbed Gas Residual Gas Total Gas
Interval sample (cubic (cubic (cubic at STP (cubic Gas Content
Core Interval (m) (m) (gram, g) centimeter, cc) centimeter, cc) centimeter, cc) centimeter, cc) (STP) (m3/t)
524
0 0 0 0
407 4.02 1.1 1.6
948 9.36 2.4 3.5
1842 18.18 4.3 6.1
2748 27.12 5.3 7.5
3722 36.73 6.4 9.1
4728 46.66 7.1 10.2
5795 57.19 7.6 10.9
6722 66.34 8.1 11.5
7643 75.43 8.4 12.0
The desorption studies carried out on the samples of borehole no. BRS-2 show that the seams are heat
affected but no increase in gas content was noticed. The following table is self explanatory (Exhibit 20):
Maceral (Volume)%
Gas
Content Semi- Heat Mineral Mean
Desorbed Interval (m) (STP)(m3/t) Vitrinite vitrinite Liptinite Inertinite affected Matter Ro %
525
26MAR201023591772
Exhibit 21: Rajmahal Reservoir Simulation Construction
The model simulates a 32 hectare (80 acre) well spacing. For the probabilistic (Monte Carlo) model
simulations, permeability, porosity and gas content were allowed to vary by layer according to input
probability distributions. Allowing these reservoir parameters to vary by layer according to the input
probability distributions is thought to more closely mirror in-situ conditions, and represents the chief
advantage that Monte Carlo simulation has over a deterministic approach.
526
Depth was also allowed to vary according to an input probability distribution, and all layers were allowed
to shift together between depths ranging from 500 meters to 750 meters. A pressure gradient of
0.433 pounds per square inch per foot (psi/ft) (normal pressure gradient) was multiplied by depth to arrive
at reservoir pressure for that iteration.
The probability distributions discussed above are described in Exhibit 22 and in more detail in the
appropriate section of this report. For each of the 500 iterations, a different value of permeability, porosity,
and gas content was chosen from each probability distribution for each layer. Also, for each iteration, one
value was chosen for depth which was applied to each layer uniformly.
Probabilistic Parameters
3.1.3.1 Permeability
Because no permeability data exists for the Rajmahal CSG block, ARI has assumed reasonable
permeability figures based on our experience in India. For the Monte Carlo simulations, a triangular
permeability distribution having a minimum value of 0.5 millidarcy (mD), a most likely value of 5.0 mD,
and a maximum value of 10.0 mD was used.
This probability distribution was input into the Comet3 model and used in the probabilistic determination
of recoverable resources. For each of 500 iterations, Comet3 selected a value of permeability from this
probability distribution for each layer of the model.
527
500
450
400
Gas Concentration (scf/ton)
350
300
250
200
150
100
50
-
- 500 1,000 1,500 2,000 2,500 3,000 3,500
An average coal density of 1.4 grams per cubic centimeter (gm/cc) was used to convert Langmuir volume
expressed as unit volume per mass to units of standard volume to reservoir volume for use in the Comet3
reservoir simulator.
528
26MAR201023593570
Exhibit 24: Rajmahal Coalfield, Isopach Map of Cumulative Coal Thickness
529
3.1.3.5 Porosity
For purposes of Monte Carlo simulation, ARI has assumed a triangular probability distribution for
porosity with a minimum value of 1.5%, a most likely value of 2.0%, and a maximum value of 2.5%. In this
case, 1.5% is the most optimistic case, and 2.5% is the most pessimistic case. Porosity is allowed to vary for
according to this probability distribution by layer for each iteration.
530
80%
Relative Permeability (frac.)
70%
60%
50%
40%
30%
20%
10%
0%
0% 20% 40% 60% 80% 100%
Water Saturation (frac.) 26MAR201023562512
Exhibit 26: Relative Permeability
531
532
FIELD
600
P10
P50
P90
500
Gas Production Rate, MSCFD
400
300
200
100
2000
4000
6000
8000
10000
Days 26MAR201023595083
Exhibit 28: Rajmahal gas production rate (thousand standard cubic feet per day, mscfd)
FIELD
P10
P50
P90
700
600
H2O Production Rate, BPD
500
400
300
200
100
2000
4000
6000
8000
10000
Days 27MAR201000001059
Exhibit 29: Rajmahal water production rate (barrels per day, bpd)
533
FIELD
2400000
P10
P50
P90
2100000
1800000
Cum Gas Production, MSCF
1500000
1200000
900000
600000
300000
2000
4000
6000
8000
10000
Days 26MAR201023594832
Exhibit 30: Rajmahal gas cumulative production (thousand standard cubic feet, mscf)
FIELD
720000
P10
P50
P90
640000
560000
480000
Cum H2O Production, BBLS
400000
320000
240000
160000
80000
2000
4000
6000
8000
10000
Days 27MAR201000000743
Exhibit 31: Rajmahal water cumulative production (barrels, bbls)
534
Prospective Resources
Lead to Prospect Maturity Level
Probabilistic Calculation
Original Gas Recoverable
Classification In Place Volume
(bcf) (bcf)
Low . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 3,830.0
Best . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 4,722.8
High . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,480 5,564.0
Exhibit 32: Prospective Resources
535
RESOURCES ASSESSMENT
Assessment of
Contingent Resources and Cash Flow
and Unrisked Prospective Resources
to the Essar Exploration and Production
Limited Interest
in Oil Prospecting License 226
Located Offshore Nigeria
536
CONTINGENT RESOURCES
Contingent resources are those quantities of petroleum that are estimated, as of a given date, to be
potentially recoverable from known accumulations, but for which the applied project or projects are not
yet considered mature enough for commercial development because of one or more contingencies.
Because of the difference in maturity between the oil and gas markets in Nigeria, the oil and gas resources
within the contingent resources category are further divided by subclass, as described in the 2007 PRMS.
The contingent resources shown in this report have been estimated using deterministic methods. Once all
contingencies have been successfully addressed, the probability that the quantities of contingent resources
actually recovered will equal or exceed the estimated amounts is at least 90 percent for the low estimate, at
least 50 percent for the best estimate, and at least 10 percent for the high estimate. For the purposes of this
report, the volumes and parameters associated with the low, best, and high estimate scenarios of
contingent resources are referred to as 1C, 2C, and 3C, respectively. The estimates of contingent resources
included herein have not been adjusted for commercial risk.
Development Pending
The contingent oil resources estimated in this report have been subclassified as development pending.
Contingent resources subclassified as development pending are those resources from a discovered
accumulation where project activities are ongoing to justify commercial development in the foreseeable
future. The estimates of contingent oil resources in this report are for the 6100 Sand discovered in 2001 by
the Noa 1 well in the Noa West Discovery. The oil resources shown in this report are contingent upon
(1) approval of contract terms by all parties, (2) finalization and approval of development plans,
537
(3) demonstration of economic viability of the project, and (4) commitment of the operator to develop the
resources. The costs required to resolve these contingencies have not been included in this report;
estimates of cash flow are based on the assumption that all contingencies will be resolved. If these issues
are resolved, some portion of the contingent oil resources estimated in this report may then be reclassified
as reserves. The actual volumes reclassified will depend on the final approved development plan.
We estimate the contingent oil resources, subclass development pending, and net contingent cash flow to
the EEPL interest in OPL 226, as of December 31, 2009, to be:
12-31-2010 84.80
12-31-2011 89.60
12-31-2012 91.60
12-31-2013 93.10
12-31-2014 94.80
Thereafter 85.00
Lease and well operating cost estimates used in this report were provided by EEPL. These are estimates of
costs to be incurred at and below the district and field levels. Headquarters general and administrative
overhead expenses of EEPL are included for personnel involved in project design and execution only.
Other EEPL overhead expenses have not been included. Additional operating costs are included for
production bonuses and abandonment cost accrual. Lease and well operating costs are held constant
throughout the lives of the properties. Capital cost estimates were provided by EEPL and are included as
required for new development wells and production equipment. The future capital costs are held constant
throughout the lives of the properties.
538
include, but are not limited to, (1) establishment of a gas development agreement with the Nigerian
National Petroleum Corporation, (2) approval of contract terms by all parties, (3) finalization and approval
of development plans, (4) demonstration of economic viability of the project, and (5) commitment of the
operator to develop the resources. If these issues are resolved, some portion of the contingent gas
resources estimated in this report may be reclassified as reserves.
We estimate the gross (100 percent) contingent gas and associated gas condensate resources, subclass
development not viable, to the EEPL interest in OPL 226, as of December 31, 2009, to be:
Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.
PROSPECTIVE RESOURCES
The prospective resources included in this report indicate exploration opportunities and development
potential in the event a petroleum discovery is made and should not be construed as reserves or contingent
resources. Prospective resources are those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from undiscovered accumulations by application of future development projects.
Upon discovery of oil, some portion of the oil volumes may be produced under the PSC terms provided by
EEPL. Gas volumes will require EEPL and the Nigerian government to enter into a gas development
agreement before any production can take place. A geologic risk assessment was performed for these
prospects, as discussed in subsequent paragraphs. This report does not include economic analysis for these
properties. Based on analogous field developments, it appears that, assuming a discovery is made, the
unrisked best estimate prospective oil resources in this report have a reasonable chance of being
commercial.
We estimate the unrisked gross (100 percent) prospective resources for these prospects, as of
December 31, 2009, to be:
(1) Each prospect is the arithmetic sum of probability distributions for each reservoir.
(2) Greater than 97 percent of oil resources are crude oil; the remainder is associated gas condensate.
The prospective resources shown in this report have been estimated using probabilistic methods and are
dependent on a petroleum discovery being made. If a discovery is made, the probability that the unrisked
539
quantities of oil and gas discovered will equal or exceed the estimated amounts is at least 90 percent for the
low estimate, at least 50 percent for the best estimate, and at least 10 percent for the high estimate. This
assessment does not address commercial or contractual risks associated with these prospects. As
recommended in the 2007 PRMS, the low, best, and high estimate prospective resources have been
aggregated beyond the reservoir level by arithmetic summation; therefore, these totals do not include the
portfolio effect that might result from statistical aggregation.
A geologic risk assessment was conducted for each prospect. Geologic risking of prospective resources
addresses the probability of success for the discovery of petroleum; this risk analysis is conducted
independently of probabilistic estimations of petroleum volumes and without regard to the chance of
development. Principal risk elements of the petroleum system include (1) trap and seal characteristics;
(2) reservoir presence and quality; (3) source rock capacity, quality, and maturity; and (4) timing,
migration, and preservation of petroleum in relation to trap and seal formation. Geologic risk assessment
is a highly subjective process dependent upon the experience and judgment of the evaluators and is subject
to revisions with further data acquisition or interpretation. Included in this report is a discussion of the
primary risk elements for each prospect. Unrisked prospective resources are estimated ranges of
recoverable oil and gas volumes assuming a petroleum discovery is made and are based on estimated
ranges of undiscovered in-place volumes.
Each prospect was evaluated to determine probabilistic ranges of in-place and recoverable petroleum and
was risked as an independent entity without dependency between potential prospect drilling outcomes. If
petroleum discoveries are made, smaller-volume prospects may not be commercial to independently
develop although they may become candidates for satellite developments and tie-backs to existing
infrastructure at some future date. The development infrastructure and data obtained from early
discoveries will alter both prospect risk and future economics of subsequent discoveries and developments.
540
SUMMARY
As shown in the Table of Contents, the Technical Discussion section of this report includes an overview of
the license area, a discussion of the technical approach used in our assessments, and discussions of
contingent and prospective resources. Also included are a summary of the license terms and a review of the
data available for this evaluation. Included in the Figures section are pertinent maps, a stratigraphic
column, and a type log. The Appendix section of this report contains additional tables.
For the purposes of this report, we did not perform any field inspection of the properties, nor did we
examine the mechanical operation or condition of the wells and facilities. We have not investigated
possible environmental liability related to the properties; therefore, our estimates do not include any costs
due to such possible liability. Future revenue estimates include EEPL’s estimates of the costs to abandon
the wells, platforms, and production facilities, net of any salvage value. Abandonment costs are included as
capital costs.
The resources shown in this report are estimates only and should not be construed as exact quantities. If
the resources are recovered, the revenues therefrom and the costs related thereto could be more or less
than the estimated amounts. Because of governmental policies and uncertainties of supply and demand,
the sales rates, prices received for the resources, and costs incurred in recovering such resources may vary
from assumptions made while preparing this report. Estimates of resources may increase or decrease as a
result of future operations, market conditions, and changes in regulations.
For the purposes of this report, we used technical and economic data including, but not limited to, well
logs, geologic maps, seismic data, well test data, price and cost information, and ownership interests based
on PSC terms. The resources in this report have been estimated using a combination of deterministic and
probabilistic methods; these estimates have been prepared in accordance with generally accepted
petroleum engineering and evaluation principles. We used standard engineering and geoscience methods,
or a combination of methods, such as volumetric analysis and analogy, that we considered to be
appropriate and necessary to establish resources quantities and resources categorization that conform to
the 2007 PRMS definitions and guidelines. These resources are for undeveloped locations and are based
on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar
geologic and reservoir characteristics; it may be necessary to revise these estimates as additional data
become available. In evaluating the information at our disposal concerning this report, we have excluded
from our consideration all matters as to which the controlling interpretation may be political,
socioeconomic, legal or accounting, rather than engineering and geoscience. As in all aspects of oil and gas
evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data;
therefore, our conclusions necessarily represent only informed professional judgment. We hereby assert
that there has been no material change in any of the data used in this evaluation that would cause us to
materially alter the estimates set forth herein.
Netherland, Sewell & Associates, Inc. (NSAI) was established in 1961 and has offices in Dallas and
Houston, Texas. Our company has conducted technical reserves and deliverability studies for financial
institutions, private and government companies, and government agencies throughout the world. Our staff
and associates work as a team to provide the integrated expertise required for complex field studies and
reserves evaluations. We are independent petroleum engineers, geologists, geophysicists, and
petrophysicists; with the exception of the provision of professional services on a fee basis, NSAI has no
commercial arrangement with any person or company involved in OPL 226 that is the subject of this
report. This fee is not contingent on the results obtained and reported, and NSAI will receive no other
benefit for the preparation of this report. We have not performed any other work that might affect our
objectivity. Neither NSAI nor any of its directors, officers, employees or sub-consultants have any
pecuniary or other interests in OPL 226 or Essar Energy or any group companies.
This evaluation has been supervised by Mr. J. Carter Henson, Jr. Mr. Henson is a Senior Vice President in
the firm’s Houston office. He has over 28 years of experience in the petroleum industry, with over 19 years
at NSAI. He is a registered Professional Engineer in the state of Texas and is a member of the Society of
Petroleum Engineers. The geoscience analysis for this report was performed by Mr. Edward C. Roy, III.
Mr. Roy is a Geologist in the firm’s Houston office. He has over 12 years of experience in the petroleum
industry. He is a licensed Professional Geologist in the state of Texas and is a member of the American
Association of Petroleum Geologists.
NSAI has given and not withdrawn our written consent to the issue of the Prospectus with our name
included within and to the inclusion of this report and references to this report in the Prospectus. For the
541
purposes of Prospectus Rule 5.5.3R(2)(f), NSAI accepts responsibility for the information contained in this
report set out in this section of the Prospectus and those parts of the Prospectus which include references
to this report and declares that we have taken all reasonable care to ensure that the information contained
in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely
to affect its import.
The contractual rights to the properties have not been examined by NSAI, nor has the actual degree or
type of interest owned been independently confirmed. the data used in our estimates were obtained from
EEPL and the nonconfidential files of NSAI and were accepted as accurate. Supporting geoscience, field
performance, and work data are on file in our office. The technical persons responsible for preparing the
resources estimates presented herein meet the requirements regarding qualifications, independence,
objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil
and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Sincerely,
NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-002699
By: 29APR201005262529
C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer
29APR201005264153 29APR201005263681
Date Signed: April 30, 2010 Date Signed: April 30, 2010
WKB:JJL
542
This document contains information excerpted from definitions and guidelines prepared by the Oil and
Gas Reserves Committee of the Society of Petroleum Engineers (SPE) and reviewed and jointly sponsored
by the World Petroleum Council (WPC), the American Association of Petroleum Geologists (AAPG), and
the Society of Petroleum Evaluation Engineers (SPEE).
Preamble
Petroleum resources are the estimated quantities of hydrocarbons naturally occurring on or within the
Earth’s crust. Resource assessments estimate total quantities in known and yet-to-be-discovered
accumulations; resources evaluations are focused on those quantities that can potentially be recovered and
marketed by commercial projects. A petroleum resources management system provides a consistent
approach to estimating petroleum quantities, evaluating development projects, and presenting results
within a comprehensive classification framework.
These definitions and guidelines are designed to provide a common reference for the international
petroleum industry, including national reporting and regulatory disclosure agencies, and to support
petroleum project and portfolio management requirements. They are intended to improve clarity in global
communications regarding petroleum resources. It is expected that this document will be supplemented
with industry education programs and application guides addressing their implementation in a wide
spectrum of technical and/or commercial settings.
It is understood that these definitions and guidelines allow flexibility for users and agencies to tailor
application for their particular needs; however, any modifications to the guidance contained herein should
be clearly identified. The definitions and guidelines contained in this document must not be construed as
modifying the interpretation or application of any existing regulatory reporting requirements.
543
PRODUCTION
COMMERCIAL
RESERVES
1P
TOTAL PETROLEUM INITIALLY-IN-PLACE (PIIP)
2P 3P
DISCOVERED PIIP
SUB-COMMERCIAL
CONTINGENT
RESOURCES
1C 2C 3C
UNRECOVERABLE
UNDISCOVERED PIIP
PROSPECTIVE
RESOURCES
UNRECOVERABLE
Range of Uncertainty
Not to scale
28MAR201010122251
Figure 1-1: Resources Classification Framework.
The term ‘‘resources’’ as used herein is intended to encompass all quantities of petroleum naturally
occurring on or within the Earth’s crust, discovered and undiscovered (recoverable and unrecoverable),
plus those quantities already produced. Further, it includes all types of petroleum Whether currently
considered ‘‘conventional’’ or ‘‘unconventional.’’
Figure 1-1 is a graphical representation of the SPE/WPC/AAPG/SPEE resources classification system. The
system defines the major recoverable resources classes: Production, Reserves, Contingent Resources, and
Prospective Resources, as well as Unrecoverable petroleum.
The ‘‘Range of Uncertainty’’ reflects a range of estimated quantities potentially recoverable from an
accumulation by a project, while the vertical axis represents the ‘‘Chance of Commerciality’’, that is, the
chance that the project that will be developed and reach commercial producing status. The following
definitions apply to the major subdivisions within the resources classification:
TOTAL PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated to exist
originally in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as
of a given date, to be contained in known accumulations prior to production plus those estimated
quantities in accumulations yet to be discovered (equivalent to ‘‘total resources’’).
DISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated, as of
a given date, to be contained in known accumulations prior to production.
PRODUCTION is the cumulative quantity of petroleum that has been recovered at a given date. While all
recoverable resources are estimated and production is measured in terms of the sales product
specifications, raw production (sales plus non-sales) quantities are also measured and required to support
engineering analyses based on reservoir voidage (see Production Measurement, section 3.2) .
Multiple development projects may be applied to each known accumulation, and each project will recover
an estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial
and Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and
Contingent Resources respectively, as defined below.
RESERVES are those quantities of petroleum anticipated to be commercially recoverable by application of
development projects to known accumulations from a given date forward under defined conditions.
Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and
remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further
categorized in accordance with the level of certainty associated with the estimates and may be
sub-classified based on project maturity and/or characterized by development and production status.
CONTINGENT RESOURCES are those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations, but the applied project(s) are not yet considered
544
mature enough for commercial development due to one or more contingencies. Contingent Resources may
include, for example, projects for which there are currently no viable markets, or where commercial
recovery is dependent on technology under development, or where evaluation of the accumulation is
insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance
with the level of certainty associated with the estimates and may be subclassified based on project maturity
and/or characterized by their economic status.
UNDISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum estimated, as of a
given date, to be contained within accumulations yet to be discovered.
PROSPECTIVE RESOURCES are those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from undiscovered accumulations by application of future development projects.
Prospective Resources have both an associated chance of discovery and a chance of development.
Prospective Resources are further subdivided in accordance with the level of certainty associated with
recoverable estimates assuming their discovery and development and may be sub-classified based on
project maturity.
UNRECOVERABLE is that portion of Discovered or Undiscovered Petroleum Initially-in-Place quantities
which is estimated, as of a given date, not to be recoverable by future development projects. portion of
these quantities may become recoverable in the future as commercial circumstances change or
technological developments occur; the remaining portion may never be recovered due to physical/chemical
constraints represented by subsurface interaction of fluids and reservoir rocks.
Estimated Ultimate Recovery (EUR) is not a resources category, but a term that may be applied to any
accumulation or group of accumulations (discovered or undiscovered) to define those quantities of
petroleum estimated, as of a given date, to be potentially recoverable under defined technical and
commercial conditions plus those quantities already produced (total of recoverable resources).
Net
RESERVOIR Recoverable PROJECT
(in-place volumes) (production/cash flow)
Resources
Entitlement
PROPERTY
(ownership/contract terms)
27MAR201009581974
Figure 1-2: Resources Evaluation Data Sources
• The Reservoir (accumulation): Key attributes include the types and quantities of Petroleum
Initially-in-Place and the fluid and rock properties that affect petroleum recovery.
• The Project: Each project applied to a specific reservoir development generates a unique production
and cash flow schedule. The time integration of these schedules taken to the project’s technical,
economic, or contractual limit defines the estimated recoverable resources and associated future net
cash flow projections for each project. The ratio of EU to Total Initially-in-Place quantities defines the
ultimate recovery efficiency for the development project(s). A project may be defined at various levels
and stages of maturity; it may include one or many wells and associated production and processing
facilities. One project may develop many reservoirs, or many projects may be applied to one reservoir.
• The Property (lease or license area): Each property may have unique associated contractual rights and
obligations including the fiscal terms. Such information allows definition of each participant’s share of
545
produced quantities (entitlement) and share of investments, expenses, and revenues for each recovery
project and the reservoir to which it is applied. One property may encompass many reservoirs, or one
reservoir may span several different properties. A property may contain both discovered and
undiscovered accumulations.
In context of this data relationship, ‘‘project’’ is the primary element considered in this resources
classification, and net recoverable resources are the incremental quantities derived from each project.
Project represents the link between the petroleum accumulation and the decision-making process. A
project may, for example, constitute the development of a single reservoir or field, or an incremental
development for a producing field, or the integrated development of several fields and associated facilities
with a common ownership. In general, an individual project will represent the level at which a decision is
made whether or not to proceed (i.e., spend more money) and there should be an associated range of
estimated recoverable quantities for that project.
An accumulation or potential accumulation of petroleum may be subject to several separate and distinct
projects that are at different stages of exploration or development. Thus, an accumulation may have
recoverable quantities in several resource classes simultaneously.
In order to assign recoverable resources of any class, a development plan needs to be defined consisting of
one or more projects. Even for Prospective Resources, the estimates of recoverable quantities must be
stated in terms of the sales products derived from a development program assuming successful discovery
and commercial development. Given the major uncertainties involved at this early stage, the development
program will not be of the detail expected in later stages of maturity. In most cases, recovery efficiency may
be largely based on analogous projects. In-place quantities for which a feasible project cannot be defined
using current, or reasonably forecast improvements in, technology are classified as Unrecoverable.
Not all technically feasible development plans will be commercial. The commercial viability of a
development project is dependent on a forecast of the conditions that will exist during the time period
encompassed by the project’s activities (see Commercial Evaluations, section 3.1). ‘‘Conditions’’ include
technological, economic, legal, environmental, social, and governmental factors. While economic factors
can be summarized as forecast costs and product prices, the underlying influences include, but are not
limited to, market conditions, transportation and processing infrastructure, fiscal terms, and taxes.
The resource quantities being estimated are those volumes producible from a project as measured
according to delivery specifications at the point of sale or custody transfer (see Reference Point,
section 3.2.1). The cumulative production from the evaluation date forward to cessation of production is
the remaining recoverable quantity. The sum of the associated annual net cash flows yields the estimated
future net revenue. When the cash flows are discounted according to a defined discount rate and time
period, the summation of the discounted cash flows is termed net present value (NPV) of the project (see
Evaluation and Reporting Guidelines, section 3.0).
The supporting data, analytical processes, and assumptions used in an evaluation should be documented in
sufficient detail to allow an independent evaluator or auditor to clearly understand the basis for estimation
and categorization of recoverable quantities and their classification.
546
not considered currently recoverable, such quantities may be classified as Discovered Unrecoverable, if
considered appropriate for resource management purposes; a portion of these quantities may become
recoverable resources in the future as commercial circumstances change or technological developments
occur.
547
When the range of uncertainty is represented by a probability distribution, a low, best, and high estimate
shall be provided such that:
• There should be at least a 90% probability (P90) that the quantities actually recovered will equal or
exceed the low estimate.
• There should be at least a 50% probability (P50) that the quantities actually recovered will equal or
exceed the best estimate.
• There should be at least a 10% probability (P10) that the quantities actually recovered will equal or
exceed the high estimate.
When using the deterministic scenario method, typically there should also be low, best, and high estimates,
where such estimates are based on qualitative assessments of relative uncertainty using consistent
interpretation guidelines. Under the deterministic incremental (risk-based) approach, quantities at each
level of uncertainty are estimated discretely and separately (see Category Definitions and Guidelines,
section 2.2.2).
These same approaches to describing uncertainty may be applied to Reserves, Contingent Resources, and
Prospective Resources. While there may be significant risk that sub-commercial and undiscovered
accumulations will not achieve commercial production, it is useful to consider the range of potentially
recoverable quantities independently of such a risk or consideration of the resource class to which the
quantities will be assigned.
548
549
550
551
552
553
The 2007 Petroleum Resources Management System can be viewed in its entirety at
http://www.spe.org/spe-app/spe/industry/reserves/prms.htm.
554
ABBREVIATIONS
555
TABLE OF CONTENTS
Page
Number
TECHNICAL DISCUSSION
1.0 General Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 559
2.0 Asset Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560
2.1 Ownership Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560
2.2 License Area History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560
2.3 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560
3.0 Evaluation Methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561
4.0 Contingent Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562
4.1 Development Pending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562
4.1.1 Noa West Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562
4.1.1.1 Estimation of Production Forecasts . . . . . . . . . . . . . . . . . . . . . . 563
4.1.1.2 Economic Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563
4.1.1.2.1 Working Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563
4.1.1.2.2 Effective Date and PSC Term . . . . . . . . . . . . . . . . . . 563
4.1.1.2.3 Minimum Work Program . . . . . . . . . . . . . . . . . . . . . . 563
4.1.1.2.4 Capital Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 563
4.1.1.2.5 Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564
4.1.1.2.6 Royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564
4.1.1.2.7 Cost Recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 564
4.1.1.2.8 Petroleum Profits Tax . . . . . . . . . . . . . . . . . . . . . . . . 564
4.1.1.2.9 Sharing of Profit Oil . . . . . . . . . . . . . . . . . . . . . . . . . 564
4.1.1.2.10 Signature and Production Bonus . . . . . . . . . . . . . . . . 564
4.1.1.2.11 Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565
4.2 Development Not Viable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565
4.2.1 Dubagbene Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565
4.2.2 Nduri Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566
4.2.3 Noa West Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566
4.2.4 Oyama Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 566
5.0 Prospective Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 567
5.1 Nduri West Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
5.2 Noa East Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
5.3 Noa North (East) Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
5.4 Noa North (West) Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
5.5 Noa Northeast Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
5.6 Noa West Deep Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568
556
TABLE OF CONTENTS
Figure/Table
Number
FIGURES
Regional Location Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570
Discovery/Prospect Location Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 571
Stratigraphic Column . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572
Type Log . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573
Deterministic Volumetric Parameters by Reservoir . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574
Probabilistic Volumetric Parameters by Reservoir . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 574
Summary Projections of Resources and Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . 575
Depth Structure—Top 6100 Sand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 577
APPENDIX
Summary of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579
Summary of Estimated Contingent Oil Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580
Summary of Estimated Contingent Gas Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581
Summary of Estimated Contingent Condensate Resources . . . . . . . . . . . . . . . . . . . . . . . 582
Summary of Estimated Prospective Gas Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583
Summary of Estimated Prospective Oil Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 584
557
TECHNICAL DISCUSSION
558
TECHNICAL DISCUSSION
ESSAR EXPLORATION AND PRODUCTION LIMITED
REPORT ON OPL 226 INTEREST
AS OF DECEMBER 31, 2009
1.0 GENERAL OVERVIEW
In accordance with your request, we have conducted an assessment of the contingent resources and cash
flow and unrisked prospective resources, as of December 31, 2009, to the Essar Exploration and
Production Limited (EEPL) interest in Oil Prospecting License (OPL) 226 located offshore Nigeria. The
estimates in this report have been prepared in accordance with the definitions and guidelines set forth in
the 2007 Petroleum Resources Management System (PRMS) approved by the Society of Petroleum
Engineers. Contingent and prospective resources shown in this report should not be construed as reserves.
Contingent resources are those quantities of petroleum that are estimated, as of a given date, to be
potentially recoverable from known accumulations but for which the applied project or projects are not yet
considered mature enough for commercial development because of one or more contingencies. The
contingent resources shown in this report have been estimated using deterministic methods. Because of the
difference in maturity between the oil and gas markets in Nigeria, the oil and gas resources within the
contingent resources category are further divided by subclass, as described in the 2007 PRMS.
The contingent oil resources estimated in this report have been subclassified as development pending.
Contingent resources subclassified as development pending are those resources from a discovered
accumulation where project activities are ongoing to justify commercial development in the foreseeable
future. Production profiles and cash flows were estimated for the contingent oil resources.
The discovered gas and associated gas condensate resources have been classified as development not
viable. Contingent resources subclassified as development not viable are those resources from a discovered
accumulation for which there are no current plans to develop or to acquire additional data at this time
because of limited production potential. At the time of reporting, the contingent gas and associated gas
condensate resources for these discoveries are not found to have potential for eventual commercial
development. However, the theoretically recoverable quantities are recorded so that the potential
opportunity will be recognized in the event of a major change in technology or commercial conditions. This
report does not include any economic analysis of these properties.
Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially
recoverable from undiscovered accumulations by application of future development projects. Economic
analysis has not been performed for the prospective resources because of the inherent uncertainty. The
unrisked prospective resources shown in this report have been estimated using probabilistic methods and
are dependent on a petroleum discovery being made. The geologic chance of discovery is discussed and a
geologic risk factor for each prospect is included.
During the course of our evaluation, EEPL provided access to its engineering and geologic data. A
meeting was held at EEPL’s Mumbai office in September 2009. The discoveries and prospects were
initially reviewed during this meeting. Data provided by EEPL included price and cost information,
ownership interests based on production sharing contract (PSC) terms, reservoir pressure measurements,
production tests, well logs, and core analysis. In addition, EEPL provided 3-D seismic data, well log cross
sections, and its interpreted seismic time, velocity, and depth structure maps. In order to gain more
confidence in the seismic data and interpretations and to verify that those interpretations are sound, we
spent time reviewing the seismic data for OPL 226. All data sources were used, as appropriate, for the
assessment of the resources.
559
2.3 Geology
OPL 226 is located in the Niger Delta region. The stratigraphy of the Niger Delta is well documented and
illustrated in the stratigraphic column shown in Figure 3. The base of the section is identified by the
Eocene to early Miocene Akata Formation. The Akata Formation is dominated by basin floor fan and
slope mudstones and is considered the source rock for most of the Niger Delta.
Conformably overlying the Akata Formation is the Upper Miocene-Pliocene Agbada Formation. The
Agbada Formation is an upward-shallowing sequence of sands and shales. The lowermost sands represent
fining-upward slope turbidites and intervening mudstones of prodelta and basin floor origin.
These deeper water sediments prograde upward into marginal marine barrier bar sands, to distributary
deltaic sands, and finally to paralic deltaic channel complexes. Intervening shales represent minor
deepening events in an overall shallowing-upward sequence. The sequence is capped by a major
downcutting event and a later transgressive event of the Qua Iboe member of the Agbada Formation. The
Qua Iboe is most likely a regional seal for hydrocarbons.
Sediments in the OPL 226 area are presumed to be Pleistocene in age based on regional correlation. The
stratigraphy is essentially an alternation of sand and shale, typical of the paralic sequence of the Niger
Delta. The deep section of the sequence is believed to be the massive, undercompacted and overpressured
shales generally known as the Akata Formation.
A type log showing the Noa 1 well is included as Figure 4. Since the Noa 1 well was not drilled to its
projected total depth because of a hole problem, it is not believed that the well encountered the Akata
shales. The sands encountered in the Noa 1 well are fine to medium grained and moderately to well sorted.
Reservoir qualities are generally good, with porosity averaging 30 percent and permeability in excess of
one darcy. The shales are dark gray, soft to firm, subfissile and non-calcareous, with good sealing potential.
560
561
562
Four hydrocarbon-bearing sands were found; the deepest of them is oil-bearing. This oil-bearing sand, the
6100 Sand, has a gross oil column of 19 meters. Adepth structure map of the 6100 Sand is included as
Figure 8. The resources for this sand are subclassified as development pending. The other hydrocarbon
sands encountered by the Noa 1 well are subclassified as development not viable and are discussed in
Section 4.2.
563
4.1.1.2.6 Royalty
A royalty payment to the State is a fixed 18.5 percent of the gross oil sales.
564
4.1.1.2.11 Prices
As requested, this report has been prepared using oil price parameters specified by EEPL. Oil prices used
are Brent crude futures prices and have not been adjusted for quality, transportation, or marketing fees.
Oil prices used are shown in the following table:
Oil Price
($/
Period Ending Barrel)
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84.80
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89.60
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.60
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.10
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94.80
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.00
Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure basis.
Condensate volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42
United States gallons.
565
566
(1) Each prospect is the arithmetic sum of probability distributions for each reservoir.
(2) Greater than 97 percent of oil resources are crude oil; the remainder is associated gas condensate.
The prospective resources shown in this report have been estimated using probabilistic methods and are
dependent on a petroleum discovery being made. If a discovery is made, the probability that the unrisked
quantities of oil and gas discovered will equal or exceed the estimated amounts is at least 90 percent for the
low estimate, at least 50 percent for the best estimate, and at least 10 percent for the high estimate. The
estimates for risked resources are derived directly from the estimates for unrisked resources, incorporating
a geologic risk assessment, as described in subsequent paragraphs. This assessment does not address
commercial or contractual risks associated with these prospects. As recommended in the 2007 PRMS, the
low, best, and high estimate prospective resources have been aggregated beyond the prospect level by
arithmetic summation; therefore, these totals do not include portfolio effect that might result from
statistical aggregation.
A geologic risk assessment was conducted for each prospect. Geologic risking of prospective resources
addresses the probability of success for the discovery of petroleum; this risk analysis is conducted
independently of probabilistic estimations of petroleum volumes and without regard to the chance of
development. Principal risk elements of the petroleum system include (1) trap and seal characteristics;
(2) reservoir presence and quality; (3) source rock capacity, quality, and maturity; and (4) timing,
migration, and preservation of petroleum in relation to trap and seal formation. Geologic risk assessment
is a highly subjective process dependent upon the experience and judgment of the evaluators and is subject
to revisions with further data acquisition or interpretation. Unrisked prospective resources are estimated
ranges of recoverable oil and gas volumes assuming a petroleum discovery is made and are based on
estimated ranges of undiscovered in-place volumes.
Each prospect was evaluated to determine probabilistic ranges of in-place and recoverable petroleum and
was risked as an independent entity without dependency between potential prospect drilling outcomes. If
petroleum discoveries are made, smaller-volume prospects may not be commercial to independently
develop although they may become candidates for satellite developments and tie-backs to existing
567
infrastructure at some future date. The development infrastructure and data obtained from early
discoveries will alter both prospect risk and future economics of subsequent discoveries and developments.
568
FIGURES
569
28MAR201011371787
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 1
570
28MAR201011354512
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 2
571
Stratigraphic Column
Oil Prospecting License 226 Area
Offshore Nigeria
28MAR201012390451
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 3
572
28MAR201011383202
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 4
573
CONTINGENT RESOURCES
DETERMINISTIC VOLUMETRIC PARAMETERS BY RESERVOIR
ESSAR EXPLORATION AND PRODUCTION LIMITED
LOCATED IN OPL 226, OFFSHORE NIGERIA
AS OF DECEMBER 31, 2009
Oil/Gas
Oil Gas Recovery
Formation Expansion Factor
Hydrocarbon Volume Factor
Net Rock Volume (Decimal)
Porosity Saturation Factor (RCF/
(Acre-feet) Lognormal Normal
(Decimal) (Decimal) (RB/SCF) MCF)
Subclass/Reservoir 1C 2C 3C Normal Normal Normal Normal 1C 2C 3C
Development Pending
Noa West 6100 . . . . . . . . . . . . . 29,294 29,294 29,294 0.31 0.87 1.34 — 0.25 0.35 0.45
Development Not Viable
Dubagbene 2200 . . . . . . . . . . . . 4,679 6,790 8,901 0.29 0.70 — 0.79 0.65 0.70 0.75
Nduri 4900 . . . . . . . . . . . . . . . 12,445 39,606 102,046 0.29 0.70 — 0.94 0.65 0.70 0.75
Noa West 3600 . . . . . . . . . . . . . 2,257 6,716 10,502 0.34 0.80 — 1.09 0.65 0.70 0.75
Noa West 4900 . . . . . . . . . . . . . 42,912 42,912 42,912 0.29 0.72 — 0.79 0.65 0.70 0.75
Noa West 5500 . . . . . . . . . . . . . 12,253 13,910 28,849 0.28 0.64 — 0.78 0.65 0.70 0.75
Oyoma 1500 . . . . . . . . . . . . . . 12,321 17,431 22,540 0.29 0.70 — 1.13 0.65 0.70 0.75
Oyoma 1600 . . . . . . . . . . . . . . 39,748 57,374 75,000 0.29 0.70 — 1.06 0.65 0.70 0.75
Figure 5
PROSPECTIVE RESOURCES
PROBABILISTIC VOLUMETRIC PARAMETERS BY RESERVOIR
ESSAR EXPLORATION AND PRODUCTION LIMITED
LOCATED IN OPL 226, OFFSHORE NIGERIA
AS OF DECEMBER 31, 2009
Oil Gas
Hydro- Formation Expansion Oil/Gas
Net Rock carbon Volume Factor Recovery
Volume Porosity Saturation Factor (RCF/ Factor
(Acre-feet) (Decimal) (Decimal) (RB/SCF) MCF) (Decimal)
Lognormal Normal Normal Normal Normal Normal
Reservoir Low High Low High Low High Low High Low High Low High
Nduri West 4900 . . . . . . . . . . . . . . . . . . . . . . 61,565 141,279 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Nduri West 5500 . . . . . . . . . . . . . . . . . . . . . . 6,941 30,835 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa East 4900 . . . . . . . . . . . . . . . . . . . . . . . 5,828 50,405 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa East 5500 . . . . . . . . . . . . . . . . . . . . . . . 13,927 31,972 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa East Oil 6100 . . . . . . . . . . . . . . . . . . . . . 34,629 114,847 0.24 0.33 0.68 0.82 1.30 1.60 — — 0.25 0.45
Noa North (East) 4900 . . . . . . . . . . . . . . . . . . 13,511 21,839 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa North (East) 5500 . . . . . . . . . . . . . . . . . . 1,406 10,918 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa North (East) Oil 6100 . . . . . . . . . . . . . . . 6,147 12,563 0.24 0.33 0.68 0.82 1.30 1.60 — — 0.25 0.45
Noa North (West) 4900 . . . . . . . . . . . . . . . . . 1,841 7,741 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa North (West) 5500 . . . . . . . . . . . . . . . . . 1,282 2,061 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa North (West) Oil 6100 . . . . . . . . . . . . . . . 9,151 17,927 0.24 0.33 0.68 0.82 1.30 1.60 — — 0.25 0.45
Noa Northeast 990 . . . . . . . . . . . . . . . . . . . . 6,023 19,868 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa Northeast 1230 . . . . . . . . . . . . . . . . . . . . 32,524 68,795 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa Northeast 4900 . . . . . . . . . . . . . . . . . . . . 12,400 139,800 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa Northeast 5500 . . . . . . . . . . . . . . . . . . . . 14,960 36,288 0.24 0.33 0.68 0.82 — — 0.75 1.00 0.65 0.75
Noa Northeast Oil 6100 . . . . . . . . . . . . . . . . . 42,678 97,941 0.24 0.33 0.68 0.82 1.30 1.60 — — 0.25 0.45
Figure 6
574
Average
Oil Petroleum Net Net(2) Future
Oil Resources Price Gross Profits Capital Operating Net Cash Cum P.W.
Gross Net(1) ($/ Revenue Taxes Cost Expense Flow 10.0%
Period Ending (MBBL) (MBBL) BBL) (M$) (M$) (M$) (M$) (M$) (M$)
12-31-2010 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 8,430.0 84.3 (8,514.3) (7,740.3)
12-31-2011 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 62,746.4 627.5 (63,373.9) (60,115.4)
12-31-2012 . . . . . . . . . . . . 697.4 544.3 91.60 63,880.0 0.0 51,668.6 31,113.0 (32,923.3) (84,851.1)
12-31-2013 . . . . . . . . . . . . 2,757.0 1,382.0 93.10 256,676.7 70,623.8 0.0 39,906.4 88,753.8 (24,231.1)
12-31-2014 . . . . . . . . . . . . 3,150.0 1,114.3 94.80 298,620.0 119,498.4 0.0 47,263.0 58,372.2 12,013.4
12-31-2015 . . . . . . . . . . . . 2,793.0 874.7 85.00 237,405.0 113,485.3 0.0 47,263.0 27,089.5 27,304.8
12-31-2016 . . . . . . . . . . . . 2,100.0 725.4 85.00 178,500.0 79,598.2 0.0 47,263.0 14,399.6 34,694.0
12-31-2017 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 34,694.0
12-31-2018 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 34,694.0
12-31-2019 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 34,694.0
12-31-2020 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 34,694.0
Total . . . . . . . . . . . . . . 11,497.4 4,640.7 1,035,081.7 383,205.7 122,845.0 213,520.2 83,803.6 34,694.0
(1) Net Resources are composed of Profit Oil and Cost Oil
(2) The net operating expenses include a non-recoverable production bonus as specified by the terms of the PSC and accrued
decomissioning costs over the last 3 years of production
Average
Oil Petroleum Net Net(2) Future
Oil Resources Price Gross Profits Capital Operating Net Cash Cum P.W.
Gross Net(1) ($/ Revenue Taxes Cost Expense Flow 10.0%
Period Ending (MBBL) (MBBL) BBL) (M$) (M$) (M$) (M$) (M$) (M$)
12-31-2010 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 8,430.0 84.3 (8,514.3) (7,740.3)
12-31-2011 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 62,746.4 627.5 (63,373.9) (60,115.4)
12-31-2012 . . . . . . . . . . . . 960.4 749.6 91.60 87,970.4 0.0 51,668.6 31,113.0 (14,120.8) (70,724.5)
12-31-2013 . . . . . . . . . . . . 2,986.8 1,275.6 93.10 278,066.4 94,976.3 0.0 39,906.4 78,850.9 (16,868.3)
12-31-2014 . . . . . . . . . . . . 3,412.5 1,023.2 94.80 323,505.0 143,773.2 0.0 30,596.4 66,407.1 24,365.3
12-31-2015 . . . . . . . . . . . . 3,412.5 915.8 85.00 290,062.5 149,963.8 0.0 47,263.0 30,584.0 41,629.2
12-31-2016 . . . . . . . . . . . . 3,025.8 791.4 85.00 257,188.8 134,109.9 0.0 47,263.0 20,004.5 51,894.7
12-31-2017 . . . . . . . . . . . . 2,275.0 681.6 85.00 193,375.0 93,787.0 0.0 47,263.0 10,674.6 56,874.5
12-31-2018 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 56,874.5
12-31-2019 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 56,874.5
12-31-2020 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 56,874.5
Total . . . . . . . . . . . . . . 16,072.9 5,437.3 1,430,168.0 616,610.1 122,845.0 244,116.6 120,512.2 56,874.5
(1) Net Resources are composed of Profit Oil and Cost Oil
(2) The net operating expenses include a non-recoverable production bonus as specified by the terms of the PSC and accrued
decomissioning costs over the last 3 years of production
575
Average
Oil Petroleum Net Net(2) Future
Oil Resources Price Gross Profits Capital Operating Net Cash Cum P.W.
Gross Net(1) ($/ Revenue Taxes Cost Expense Flow 10.0%
Period Ending (MBBL) (MBBL) BBL) (M$) (M$) (M$) (M$) (M$) (M$)
12-31-2010 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 8,430.0 84.3 (8,514.3) (7,740.3)
12-31-2011 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 62,746.4 627.5 (63,373.9) (60,115.4)
12-31-2012 . . . . . . . . . . . . 703.3 548.9 91.60 64,421.4 0.0 51,668.6 31,113.0 (32,500.8) (84,533.7)
12-31-2013 . . . . . . . . . . . . 3,216.5 1,468.5 93.10 299,456.2 93,820.2 0.0 39,906.4 96,808.4 (18,412.3)
12-31-2014 . . . . . . . . . . . . 3,675.0 1,066.7 94.80 348,390.0 157,098.0 0.0 30,596.4 70,522.8 25,376.8
12-31-2015 . . . . . . . . . . . . 3,675.0 753.0 85.00 312,375.0 179,587.4 0.0 30,596.4 33,411.4 44,236.7
12-31-2016 . . . . . . . . . . . . 3,675.0 833.8 85.00 312,375.0 172,340.1 0.0 47,263.0 23,612.4 56,353.6
12-31-2017 . . . . . . . . . . . . 3,258.5 749.4 85.00 276,972.5 151,699.1 0.0 47,263.0 16,439.9 64,022.9
12-31-2018 . . . . . . . . . . . . 2,450.0 689.2 85.00 208,250.0 104,091.6 0.0 47,263.0 11,321.7 68,824.4
12-31-2019 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 68,824.4
12-31-2020 . . . . . . . . . . . . 0.0 0.0 0.00 0.0 0.0 0.0 0.0 0.0 68,824.4
Total . . . . . . . . . . . . . . 20,653.3 6,109.6 1,822,240.0 858,636.4 122,845.0 274,712.9 147,727.5 68,824.4
(1) Net Resources are composed of Profit Oil and Cost Oil
(2) The net operating expenses include a non-recoverable production bonus as specified by the terms of the PSC and accrued
decomissioning costs over the last 3 years of production
Figure 7
576
15APR201020111308
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 8
577
APPENDIX
578
7080DM/0D Foot:
SUMMARY OF ASSETS
HOLDINGS OF ESSAR EXPLORATION AND PRODUCTION LIMITED
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Essar
0D VJ RSeq: 1 Clr: 0
Working License License
Interest Expiration Area
Country/Block Operator Name (percent) Status Date (km2) Comments
Nigeria
OPL 226 . . Essar Exploration and Production Limited 100 Exploration/ March 2035 1,553 Several hydrocarbon accumulations have been
Development discovered (Contingent Resources). Multiple
File: UT70801A.;35
Table A-1
MERRILL CORPORATION JDICKSO//30-APR-10 12:36 DISK116:[10ZAU1.10ZAU70801]UT70801A.;35
mrll_0909.fmt Free: 5200DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 60353
Noa West
6100 . . . . . . . . . Essar Exploration and Production 11,497.4 16,072.9 20,653.3
Limited
Table A-2
580
Dubagbene
2200 . . . . . . . . . Essar Exploration and Production
Limited 6,021.1 9,411.5 13,212.7
Subtotal . . . . . . . 6,021.1 9,411.5 13,212.7
Nduri
4900 . . . . . . . . . Essar Exploration and Production
Limited 13,386.7 45,843.6 126,686.8
Subtotal . . . . . . . 13,386.7 45,843.6 126,686.8
Noa West
3600 . . . . . . . . . Essar Exploration and Production
Limited 2,815.1 9,028.8 15,116.8
4900 . . . . . . . . . Essar Exploration and Production
Limited 53,962.9 58,094.5 62,231.4
5500 . . . . . . . . . Essar Exploration and Production
Limited 14,129.3 17,256.5 38,382.0
Subtotal . . . . . . . 70,907.2 84,379.8 115,730.1
Oyoma
1500 . . . . . . . . . Essar Exploration and Production
Limited 11,077.3 16,895.4 23,403.8
1600 . . . . . . . . . Essar Exploration and Production
Limited 38,163.0 59,290.4 83,094.0
Subtotal . . . . . . . 49,240.3 76,185.8 106,497.8
Total . . . . . . . . . . . 139,555.3 215,820.7 362,127.4
Table A-3
581
Dubagbene
2200 . . . . . . . . . Essar Exploration and Production
Limited 18.1 28.2 39.6
Subtotal . . . . . 18.1 28.2 39.6
Nduri
4900 . . . . . . . . . Essar Exploration and Production
Limited 40.2 137.5 380.1
Subtotal . . . . . 40.2 137.5 380.1
Noa West
3600 . . . . . . . . . Essar Exploration and Production
Limited 8.4 27.1 45.4
4900 . . . . . . . . . Essar Exploration and Production
Limited 161.9 174.3 186.7
5500 . . . . . . . . . Essar Exploration and Production
Limited 42.4 51.8 115.1
Subtotal . . . . . 212.7 253.1 347.2
Oyoma
1500 . . . . . . . . . Essar Exploration and Production
Limited 33.2 50.7 70.2
1600 . . . . . . . . . Essar Exploration and Production
Limited 114.5 177.9 249.3
Subtotal . . . . . 147.7 228.6 319.5
Total . . . . . . . . . . . 418.7 647.5 1,086.4
Table A-4
582
Note: As recommended in the 2007 PRMS, the low, best, and high estimate prospective resources have been aggregated beyond the
reservoir level by arithmetic summation; therefore these totals do not include the portfolio effect that might result from
statistical aggregation.
Table A-5
583
Note: As recommended in the 2007 PRMS, the low, best, and high estimate prospective resources have been aggregated beyond the
reservoir level by arithmetic summation; therefore these totals do not include the portfolio effect that might result from
statistical aggregation.
Table A-6
584
RESOURCES ASSESSMENT
Assessment of
Contingent Resources and Cash Flow
and Unrisked Prospective Resources
to the Essar Oil Limited Interest
in Certain Coal Seam Gas Properties
Located in the RG (East)-CBM-2001/1 Block
West Bengal, India
585
CONTINGENT RESOURCES
Contingent resources are those quantities of petroleum that are estimated, as of a given date, to be
potentially recoverable from known accumulations, but for which the applied project or projects are not
yet considered mature enough for commercial development because of one or more contingencies. The
resources shown in this report are contingent upon (1) increasing the gas production rates from existing
pilot wells to a sufficient level on a per-well basis to demonstrate commerciality of the project and (2) EOL
providing documentation showing approval of project funding for full development. The costs required to
resolve these contingencies have not been included in this report; estimates of cash flow are based on the
assumption that all contingencies will be resolved. If these issues are resolved, some portion of the
contingent resources estimated in this report may be reclassified as reserves. Securing additional marketing
and transportation agreements to satisfy the projected volumes for the full development project and final
approval by all government entities for Phase II and Phase III development stages are required before the
project can be fully implemented, but these are not considered contingencies for the purposes of this
evaluation.
586
As presented in the accompanying summary projections, Tables I through III, we estimate the contingent
gas resources and net contingent cash flow to the EOL interest in these properties, as of December 31,
2009, to be:
PROSPECTIVE RESOURCES
The prospective resources included in this report indicate exploration opportunities and development
potential in the event a petroleum discovery is made and should not be construed as reserves or contingent
resources. Prospective resources are those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from undiscovered accumulations by application of future development projects. It
is our understanding that EOL’s current development plan includes at least 500 total well locations within
the current block, which will extend far beyond the current pilot area. This report does not include
economic analysis for prospective resources because of the indeterminate nature of prospective resources
and the high risk associated with recovering them; however, the commerciality of the prospective resources
587
was tested with the same parameters used in the analysis of contingent resources to determine the net
prospective resources.
We estimate the unrisked prospective gas resources for these prospects, as of December 31, 2009, to be:
SUMMARY
As shown in the Table of Contents, the Technical Discussion section of this report includes an overview of
the license area, a summary of the license terms, a review of the data available for this evaluation, and a
discussion of the technical approach used in our assessments. Included in the Figures section are pertinent
maps and exhibits. The Appendix section of this report contains additional tables.
For the purposes of this report, we did not perform any field inspection of the properties, nor did we
examine the mechanical operation or condition of the wells and facilities. We have not investigated
possible environmental liability related to the properties; therefore, our estimates do not include any costs
due to such possible liability. Also, our estimates do not include any salvage value for the lease and well
equipment or the cost of abandoning the properties.
The resources shown in this report are estimates only and should not be construed as exact quantities. If
the resources are recovered, the revenues therefrom and the costs related thereto could be more or less
than the estimated amounts. Because of governmental policies and uncertainties of supply and demand,
the sales rates, prices received for the resources, and costs incurred in recovering such resources may vary
from assumptions made while preparing this report. Estimates of resources may increase or decrease as a
result of future operations, market conditions, or changes in regulations.
For the purposes of this report, we used technical and economic data including, but not limited to, well
logs, geologic maps, seismic data, well test data, production data, historical price and cost information, and
property ownership interests. The resources in this report have been estimated using deterministic
588
methods; these estimates have been prepared in accordance with generally accepted petroleum
engineering and evaluation principles. We used standard engineering and geoscience methods, or a
combination of methods, such as performance analysis, volumetric analysis, analogy, and reservoir
modeling, that we considered to be appropriate and necessary to establish resources quantities and
resources categorization that conform to the 2007 PRMS definitions and guidelines. The contingent
resources are for the pilot area wells and undeveloped locations; prospective resources are for
undeveloped locations. Therefore, these resources are based on estimates of reservoir volumes and
recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics; it
may be necessary to revise these estimates as additional data become available. In evaluating the
information at our disposal concerning this report, we have excluded from our consideration all matters as
to which the controlling interpretation may be political, socioeconomic, legal, or accounting, rather than
engineering and geoscience. As in all aspects of oil and gas evaluation, there are uncertainties inherent in
the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent
only informed professional judgment. We hereby assert that there has been no material change in any of
the data used in this evaluation that would cause us to materially alter the estimates set forth herein.
Netherland, Sewell & Associates, Inc. (NSAI) was established in 1961 and has offices in Dallas and
Houston, Texas. Our company has conducted technical reserves and deliverability studies for financial
institutions, private and government companies, and government agencies throughout the world. Our staff
and associates work as a team to provide the integrated expertise required for complex field studies and
reserves and resources evaluations. We are independent petroleum engineers, geologists, geophysicists,
and petrophysicists; with the exception of the provision of professional services on a fee basis, NSAI has no
commercial arrangement with any person or company involved in the Raniganj East Block that is the
subject of this report. This fee is not contingent on the results obtained and reported, and NSAI will
receive no other benefit for the preparation of this report. We have not performed any other work that
might affect our objectivity. Neither NSAI nor any of its directors, officers, employees or sub-consultants
have any pecuniary or other interests in the Raniganj East Block or Essar Energy or any group companies.
This evaluation has been supervised by Mr. J. Carter Henson, Jr. Mr. Henson is a Senior Vice President in
the firm’s Houston office. He has over 28 years of experience in the petroleum industry, with over 19 years
at NSAI. He is a registered Professional Engineer in the state of Texas and is a member of the Society of
Petroleum Engineers. The geoscience analysis was performed by Mr. David E. Nice. Mr. Nice is a
Geologist in the firm’s Houston office. He has over 25 years of experience in the petroleum industry, with
over 12 years at NSAI. He is a licensed Professional Geologist in the state of Texas and is a member of the
American Association of Petroleum Geologists.
NSAI has given and not withdrawn our written consent to the issue of the Prospectus with our name
included within and to the inclusion of this report and references to this report in the Prospectus. For the
purposes of Prospectus Rule 5.5.3R(2)(f), NSAI accepts responsibility for the information contained in this
report set out in this section of the Prospectus and those parts of the Prospectus which include references
to this report and declares that we have taken all reasonable care to ensure that the information contained
in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely
to affect its import.
589
The contractual rights to the properties have not been examined by NSAI, nor has the actual degree or
type of interest owned been independently confirmed. The data used in our estimates were obtained from
EOL and the nonconfidential files of NSAI and were accepted as accurate. Supporting geoscience, field
performance, and work data are on file in our office. The technical persons responsible for preparing the
resources estimates presented herein meet the requirements regarding qualifications, independence,
objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil
and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Sincerely,
NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-002699
By: 29APR201005262529
C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer
29APR201005264153 29APR201005305348
Date Signed: April 30, 2010 Date Signed: April 30, 2010
WKB:JJL
590
This document contains information excerpted from definitions and guidelines prepared by the Oil and
Gas Reserves Committee of the Society of Petroleum Engineers (SPE) and reviewed and jointly sponsored
by the World Petroleum Council (WPC), the American Association of Petroleum Geologists (AAPG), and
the Society of Petroleum Evaluation Engineers (SPEE).
Preamble
Petroleum resources are the estimated quantities of hydrocarbons naturally occurring on or within the
Earth’s crust. Resource assessments estimate total quantities in known and yet-to-be-discovered
accumulations; resources evaluations are focused on those quantities that can potentially be recovered and
marketed by commercial projects. A petroleum resources management system provides a consistent
approach to estimating petroleum quantities, evaluating development projects, and presenting results
within a comprehensive classification framework.
These definitions and guidelines are designed to provide a common reference for the international
petroleum industry, including national reporting and regulatory disclosure agencies, and to support
petroleum project and portfolio management requirements. They are intended to improve clarity in global
communications regarding petroleum resources. It is expected that this document will be supplemented
with industry education programs and application guides addressing their implementation in a wide
spectrum of technical and/or commercial settings.
It is understood that these definitions and guidelines allow flexibility for users and agencies to tailor
application for their particular needs; however, any modifications to the guidance contained herein should
be clearly identified. The definitions and guidelines contained in this document must not be construed as
modifying the interpretation or application of any existing regulatory reporting requirements.
591
dioxide, nitrogen, hydrogen sulfide and sulfur. In rare cases, non-hydrocarbon content could be greater
than 50%.
26MAR201021050328
Figure 1-1: Resources Classification Framework.
The term ‘‘resources’’ as used herein is intended to encompass all quantities of petroleum naturally
occurring on or within the Earth’s crust, discovered and undiscovered (recoverable and unrecoverable),
plus those quantities already produced. Further, it includes all types of petroleum whether currently
considered ‘‘conventional’’ or ‘‘unconventional.’’
Figure 1-1 is a graphical representation of the SPE/WPC/AAPG/SPEE resources classification system. The
system defines the major recoverable resources classes: Production, Reserves, Contingent Resources, and
Prospective Resources, as well as Unrecoverable petroleum.
The ‘‘Range of Uncertainty’’ reflects a range of estimated quantities potentially recoverable from an
accumulation by a project, while the vertical axis represents the ‘‘Chance of Commerciality’’, that is, the
chance that the project that will be developed and reach commercial producing status. The following
definitions apply to the major subdivisions within the resources classification:
TOTAL PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated to exist
originally in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as
of a given date, to be contained in known accumulations prior to production plus those estimated
quantities in accumulations yet to be discovered (equivalent to ‘‘total resources’’).
DISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated, as of
a given date, to be contained in known accumulations prior to production.
PRODUCTION is the cumulative quantity of petroleum that has been recovered at a given date. While all
recoverable resources are estimated and production is measured in terms of the sales product
specifications, raw production (sales plus non-sales) quantities are also measured and required to support
engineering analyses based on reservoir voidage (see Production Measurement, section 3.2).
Multiple development projects may be applied to each known accumulation, and each project will recover
an estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial
and Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and
Contingent Resources respectively, as defined below.
592
Net
RESERVOIR Recoverable PROJECT
(in-place volumes) (production/cash flow)
Resources
Entitlement
PROPERTY
(ownership/contract terms)
27MAR201009581974
Figure 1-2: Resources Evaluation Data Sources
• The Reservoir (accumulation): Key attributes include the types and quantities of Petroleum
Initially-in-Place and the fluid and rock properties that affect petroleum recovery.
593
• The Project: Each project applied to a specific reservoir development generates a unique production
and cash flow schedule. the time integration of these schedules taken to the project’s technical,
economic, or contractual limit defines the estimated recoverable resources and associated future net
cash flow projections for each project. he ratio of EUR to Total Initially-in-Place quantities defines
the ultimate recovery efficiency for the development project(s). A project may be defined at various
levels and stages of maturity; it may include one or many wells and associated production and
processing facilities. One project may develop many reservoirs, or many projects may be applied to
one reservoir.
• The Property (lease or license area): Each property may have unique associated contractual rights and
obligations including the fiscal terms. Such information allows definition of each participant’s share of
produced quantities (entitlement) and share of investments, expenses, and revenues for each recovery
project and the reservoir to which it is applied. One property may encompass many reservoirs, or one
reservoir may span several different properties. A property may contain both discovered and
undiscovered accumulations.
In context of this data relationship, ‘‘project’’ is the primary element considered in this resources
classification, and net recoverable resources are the incremental quantities derived from each project.
Project represents the link between the petroleum accumulation and the decision-making process. A
project may, for example, constitute the development of a single reservoir or field, or an incremental
development for a producing field, or the integrated development of several fields and associated facilities
with a common ownership. In general, an individual project will represent the level at which a decision is
made whether or not to proceed (i.e., spend more money) and there should be an associated range of
estimated recoverable quantities for that project.
An accumulation or potential accumulation of petroleum may be subject to several separate and distinct
projects that are at different stages of exploration or development. Thus, an accumulation may have
recoverable quantities in several resource classes simultaneously.
In order to assign recoverable resources of any class, a development plan needs to be defined consisting of
one or more projects. Even for Prospective Resources, the estimates of recoverable quantities must be
stated in terms of the sales products derived from a development program assuming successful discovery
and commercial development. Given the major uncertainties involved at this early stage, the development
program will not be of the detail expected in later stages of maturity. In most cases, recovery efficiency may
be largely based on analogous projects. In-place quantities for which a feasible project cannot be defined
using current, or reasonably forecast improvements in, technology are classified as Unrecoverable.
Not all technically feasible development plans will be commercial. The commercial viability of a
development project is dependent on a forecast of the conditions that will exist during the time period
encompassed by the project’s activities (see Commercial Evaluations, section 3.1). ‘‘Conditions’’ include
technological, economic, legal, environmental, social, and governmental factors. While economic factors
can be summarized as forecast costs and product prices, the underlying influences include, but are not
limited to, market conditions, transportation and processing infrastructure, fiscal terms, and taxes.
The resource quantities being estimated are those volumes producible from a project as measured
according to delivery specifications at the point of sale or custody transfer (see Reference Point,
section 3.2.1). The cumulative production from the evaluation date forward to cessation of production is
the remaining recoverable quantity. The sum of the associated annual net cash flows yields the estimated
future net revenue. When the cash flows are discounted according to a defined discount rate and time
period, the summation of the discounted cash flows is termed net present value (NPV) of the project (see
Evaluation and Reporting Guidelines, section 3.0).
The supporting data, analytical processes, and assumptions used in an evaluation should be documented in
sufficient detail to allow an independent evaluator or auditor to clearly understand the basis for estimation
and categorization of recoverable quantities and their classification.
594
595
Where commercial uncertainties are such that there is significant risk that the complete project (as initially
defined) will not proceed, it is advised to create a separate project classified as Contingent Resources with
an appropriate chance of commerciality.
596
For Contingent Resources, the general cumulative terms low/best/high estimates are denoted as 1C/2C/3C
respectively. For Prospective Resources, the general cumulative terms low/best/high estimates still apply.
No specific terms are defined for incremental quantities within Contingent and Prospective Resources.
Without new technical information, there should be no change in the distribution of technically
recoverable volumes and their categorization boundaries when conditions are satisfied sufficiently to
reclassify a project from Contingent Resources to Reserves. All evaluations require application of a
consistent set of forecast conditions, including assumed future costs and prices, for both classification of
projects and categorization of estimated quantities recovered by each project (see Commercial
Evaluations, section 3.1).
Based on additional data and updated interpretations that indicate increased certainty, portions of Possible
and Probable Reserves may be re-categorized as Probable and Proved Reserves.
Uncertainty in resource estimates is best communicated by reporting a range of potential results. However,
if it is required to report a single representative result, the ‘‘best estimate’’ is considered the most realistic
assessment of recoverable quantities. It is generally considered to represent the sum of Proved and
Probable estimates (2P) when using the deterministic scenario or the probabilistic assessment methods. It
should be noted that under the deterministic incremental (risk-based) approach, discrete estimates are
made for each category, and they should not be aggregated without due consideration of their associated
risk (see ‘‘2001 Supplemental Guidelines,’’ Chapter 2.5).
597
598
599
600
601
The 2007 Petroleum Resources Management System can be viewed in its entirety at
http://www.spe.org/spe-app/spe/industry/reserves/prms.htm.
602
ABBREVIATIONS
603
TABLE OF CONTENTS
Table/Page
Number
604
28MAR201011030852
7080DM/0D Foot:
SUMMARY PROJECTION OF RESOURCES AND CASH FLOW
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
LOW ESTIMATE (1C) CONTINGENT RESOURCES
0D VJ RSeq: 1 Clr: 0
Gross Resources Net Resources Average Prices Gross Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 925,689 0 0 879,405 0.000 0.000 4.462 0.0 0.0 3,924.3 3,924.3
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,972,011 0 0 2,823,413 0.000 0.000 4.463 0.0 0.0 12,599.3 12,599.3
File: VG70801A.;51
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,024,092 0 0 4,772,888 0.000 0.000 4.463 0.0 0.0 21,299.1 21,299.1
605
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,300,347 0 0 6,935,330 0.000 0.000 4.462 0.0 0.0 30,949.0 30,949.0
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 8,017,274 0 0 7,616,411 0.000 0.000 4.463 0.0 0.0 33,987.9 33,987.9
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,536,491 0 0 7,159,664 0.000 0.000 4.463 0.0 0.0 31,949.7 31,949.7
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 6,651,051 0 0 6,318,498 0.000 0.000 4.463 0.0 0.0 28,196.1 28,196.1
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,740,459 0 0 5,453,440 0.000 0.000 4.463 0.0 0.0 24,336.1 24,336.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 4,932,800 0 0 4,686,167 0.000 0.000 4.462 0.0 0.0 20,912.1 20,912.1
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 4,250,542 0 0 4,038,011 0.000 0.000 4.462 0.0 0.0 18,019.9 18,019.9
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,681,733 0 0 3,497,649 0.000 0.000 4.463 0.0 0.0 15,608.4 15,608.4
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,209,636 0 0 3,049,158 0.000 0.000 4.463 0.0 0.0 13,607.2 13,607.2
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,814,433 0 0 2,673,717 0.000 0.000 4.462 0.0 0.0 11,931.5 11,931.5
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,481,291 0 0 2,357,224 0.000 0.000 4.463 0.0 0.0 10,519.0 10,519.0
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,199,083 0 0 2,089,131 0.000 0.000 4.463 0.0 0.0 9,322.4 9,322.4
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 67,736,932 0 0 64,350,106 0.000 0.000 4.463 0.0 0.0 287,162.0 287,162.0
Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 15,539,386 0 0 14,762,398 0.000 0.000 4.463 0.0 0.0 65,877.4 65,877.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 83,276,318 0 0 79,112,504 0.000 0.000 4.463 0.0 0.0 353,039.4 353,039.4
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 83,354,502
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 51697
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VG70801A.;51
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
LOW ESTIMATE (1C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
active Taxes Undiscounted Discounted at 10.000% Profile
Capital Operating
completions Production Ad Valorem Cost Expense Period Cum Period Cum Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
0D VJ RSeq: 2 Clr: 0
12-31-2010 . . . . . . . . . . . . . . . 72 72.00 394.2 0.0 59,951.7 810.6 (57,232.2) (57,232.2) (55,049.2) (55,049.2) 8.000 66,064.0
12-31-2011 . . . . . . . . . . . . . . . 129 129.00 1,295.8 0.0 21,583.2 2,272.6 (12,552.3) (69,784.5) (11,645.7) (66,694.9) 12.000 38,659.3
12-31-2012 . . . . . . . . . . . . . . . 129 129.00 2,187.2 0.0 0.0 2,471.0 16,640.9 (53,143.6) 13,049.7 (53,645.2) 15.000 23,605.0
12-31-2013 . . . . . . . . . . . . . . . 129 129.00 3,196.0 0.0 0.0 2,564.8 25,188.2 (27,955.4) 18,014.1 (35,631.1) 20.000 5,326.3
12-31-2014 . . . . . . . . . . . . . . . 129 129.00 3,520.8 0.0 0.0 2,588.4 27,878.7 (76.7) 18,163.8 (17,467.3) 25.000 (7,344.6)
File: VG70801A.;51
12-31-2015 . . . . . . . . . . . . . . . 129 129.00 3,313.8 0.0 0.0 2,559.0 26,076.9 26,000.2 15,460.3 (2,007.0) 30.000 (16,411.2)
606
12-31-2016 . . . . . . . . . . . . . . . 129 129.00 2,925.9 0.0 0.0 2,511.0 22,759.2 48,759.4 12,271.7 10,264.7 35.000 (23,056.6)
12-31-2017 . . . . . . . . . . . . . . . 129 129.00 2,525.8 0.0 0.0 2,463.2 19,347.1 68,106.5 9,484.6 19,749.3 40.000 (28,016.8)
12-31-2018 . . . . . . . . . . . . . . . 129 129.00 2,170.4 0.0 0.0 2,418.4 16,323.3 84,429.8 7,273.8 27,023.1 45.000 (31,777.8)
12-31-2019 . . . . . . . . . . . . . . . 129 129.00 1,870.1 0.0 0.0 2,381.9 13,767.9 98,197.7 5,576.8 32,599.9 50.000 (34,658.8)
12-31-2020 . . . . . . . . . . . . . . . 129 129.00 1,619.7 0.0 0.0 2,351.9 11,636.8 109,834.5 4,284.6 36,884.5
12-31-2021 . . . . . . . . . . . . . . . 129 129.00 1,411.9 0.0 0.0 2,327.9 9,867.4 119,701.9 3,302.7 40,187.2
12-31-2022 . . . . . . . . . . . . . . . 129 129.00 1,237.9 0.0 0.0 2,308.3 8,385.3 128,087.2 2,551.1 42,738.3
12-31-2023 . . . . . . . . . . . . . . . 129 129.00 1,091.3 0.0 0.0 2,291.5 7,136.2 135,223.4 1,973.8 44,712.1
12-31-2024 . . . . . . . . . . . . . . . 129 129.00 967.0 0.0 0.0 2,277.4 6,078.0 141,301.4 1,528.3 46,240.4
Subtotal . . . . . . . . . . . . . . . . 29,727.8 0.0 81,534.9 34,597.9 141,301.4 141,301.4 46,240.4 46,240.4
Remaining . . . . . . . . . . . . . . . 7,206.4 0.0 0.0 29,954.3 28,716.7 170,018.1 4,860.3 51,100.7
Total of 32.0 yrs . . . . . . . . . . . 36,934.2 0.0 81,534.9 64,552.2 170,018.1 170,018.1 51,100.7 51,100.7
Table I
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 44189
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VG70801A.;51
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
0D/
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
0D VJ RSeq: 3 Clr: 0
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,124,810 0 0 2,018,587 0.000 0.000 4.463 0.0 0.0 9,008.3 9,008.3
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,028,197 0 0 6,676,790 0.000 0.000 4.463 0.0 0.0 29,795.1 29,795.1
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,886,714 0 0 11,292,371 0.000 0.000 4.463 0.0 0.0 50,392.1 50,392.1
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 17,397,420 0 0 16,527,549 0.000 0.000 4.463 0.0 0.0 73,754.3 73,754.3
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 19,178,982 0 0 18,220,036 0.000 0.000 4.463 0.0 0.0 81,306.6 81,306.6
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 18,055,530 0 0 17,152,752 0.000 0.000 4.463 0.0 0.0 76,544.2 76,544.2
File: VG70801A.;51
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 15,942,931 0 0 15,145,786 0.000 0.000 4.463 0.0 0.0 67,587.4 67,587.4
607
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 13,762,218 0 0 13,074,114 0.000 0.000 4.462 0.0 0.0 58,343.1 58,343.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,825,671 0 0 11,234,385 0.000 0.000 4.463 0.0 0.0 50,133.6 50,133.6
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 10,189,265 0 0 9,679,796 0.000 0.000 4.463 0.0 0.0 43,195.8 43,195.8
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 8,824,735 0 0 8,383,501 0.000 0.000 4.463 0.0 0.0 37,411.5 37,411.5
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,692,331 0 0 7,307,724 0.000 0.000 4.463 0.0 0.0 32,610.9 32,610.9
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 6,744,488 0 0 6,407,255 0.000 0.000 4.463 0.0 0.0 28,592.7 28,592.7
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,945,508 0 0 5,648,231 0.000 0.000 4.463 0.0 0.0 25,205.4 25,205.4
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,268,751 0 0 5,005,316 0.000 0.000 4.463 0.0 0.0 22,336.2 22,336.2
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 161,867,551 0 0 153,774,173 0.000 0.000 4.463 0.0 0.0 686,217.2 686,217.2
Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 38,976,349 0 0 37,027,534 0.000 0.000 4.463 0.0 0.0 165,235.6 165,235.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 200,843,900 0 0 190,801,707 0.000 0.000 4.463 0.0 0.0 851,452.8 851,452.8
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 200,922,084
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 60922
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VG70801A.;51
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
BEST ESTIMATE (2C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
active Taxes Undiscounted Discounted at 10.000% Profile
Capital Operating
completions Production Ad Valorem Cost Expense Period Cum Period Cum Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
0D VJ RSeq: 4 Clr: 0
12-31-2010 . . . . . . . . . . . . . . 81 81.00 860.0 0.0 70,216.1 922.4 (62,990.2) (62,990.2) (60,547.5) (60,547.5) 8.000 277,834.9
12-31-2011 . . . . . . . . . . . . . . 143 143.00 2,868.3 0.0 23,487.6 2,800.7 638.5 (62,351.7) (342.4) (60,889.9) 12.000 202,248.0
12-31-2012 . . . . . . . . . . . . . . 143 143.00 4,970.9 0.0 5,886.0 3,126.5 36,408.7 (25,943.0) 28,742.7 (32,147.2) 15.000 161,237.0
12-31-2013 . . . . . . . . . . . . . . 143 143.00 8,600.3 0.0 0.0 3,351.6 61,802.4 35,859.4 44,201.8 12,054.6 20.000 111,672.0
12-31-2014 . . . . . . . . . . . . . . 143 143.00 9,983.9 0.0 0.0 3,410.6 67,912.1 103,771.5 44,245.6 56,300.2 25.000 77,246.4
File: VG70801A.;51
12-31-2015 . . . . . . . . . . . . . . 143 143.00 9,164.9 0.0 0.0 3,339.2 64,040.1 167,811.6 37,964.7 94,264.9 30.000 52,379.4
608
12-31-2016 . . . . . . . . . . . . . . 143 143.00 7,592.6 0.0 0.0 3,224.4 56,770.4 224,582.0 30,606.6 124,871.5 35.000 33,882.0
12-31-2017 . . . . . . . . . . . . . . 143 143.00 5,964.2 0.0 0.0 3,107.7 49,271.2 273,853.2 24,150.2 149,021.7 40.000 19,781.3
12-31-2018 . . . . . . . . . . . . . . 143 143.00 5,046.4 0.0 0.0 3,008.3 42,078.9 315,932.1 18,750.2 167,771.9 45.000 8,829.8
12-31-2019 . . . . . . . . . . . . . . 143 143.00 4,347.2 0.0 0.0 2,923.7 35,924.9 351,857.0 14,552.2 182,324.1 50.000 185.1
12-31-2020 . . . . . . . . . . . . . . 143 143.00 3,764.4 0.0 0.0 2,854.5 30,792.6 382,649.6 11,339.0 193,663.1
12-31-2021 . . . . . . . . . . . . . . 143 143.00 3,280.8 0.0 0.0 2,796.6 26,533.5 409,183.1 8,882.6 202,545.7
12-31-2022 . . . . . . . . . . . . . . 143 143.00 2,876.1 0.0 0.0 2,746.3 22,970.3 432,153.4 6,989.6 209,535.3
12-31-2023 . . . . . . . . . . . . . . 143 143.00 2,535.0 0.0 0.0 2,704.3 19,966.1 452,119.5 5,522.5 215,057.8
12-31-2024 . . . . . . . . . . . . . . 143 143.00 2,246.0 0.0 0.0 2,668.7 17,421.5 469,541.0 4,380.8 219,438.6
Subtototal . . . . . . . . . . . . . . 74,101.0 0.0 99,589.7 42,985.5 469,541.0 469,541.0 219,438.6 219,438.6
Remaining . . . . . . . . . . . . . . 16,749.9 0.0 0.0 38,089.4 110,396.3 579,937.3 16,954.4 236,393.0
Total of 32.0 yrs . . . . . . . . . . 90,850.9 0.0 99,589.7 81,074.9 579,937.3 579,937.3 236,393.0 236,393.0
Table II
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 24838
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VG70801A.;51
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
0D/
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
0D VJ RSeq: 5 Clr: 0
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,746,139 0 0 3,558,834 0.000 0.000 4.463 0.0 0.0 15,881.5 15,881.5
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 13,064,491 0 0 12,411,266 0.000 0.000 4.462 0.0 0.0 55,385.3 55,385.3
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 21,898,155 0 0 20,803,247 0.000 0.000 4.462 0.0 0.0 92,834.4 92,834.4
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 32,433,838 0 0 30,812,148 0.000 0.000 4.462 0.0 0.0 137,498.8 137,498.8
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 35,975,319 0 0 34,176,554 0.000 0.000 4.462 0.0 0.0 152,512.9 152,512.9
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 33,950,744 0 0 32,253,206 0.000 0.000 4.463 0.0 0.0 143,929.9 143,929.9
File: VG70801A.;51
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 30,011,786 0 0 28,511,195 0.000 0.000 4.463 0.0 0.0 127,231.0 127,231.0
609
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 25,918,954 0 0 24,623,009 0.000 0.000 4.463 0.0 0.0 109,880.1 109,880.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 22,275,085 0 0 21,161,329 0.000 0.000 4.463 0.0 0.0 94,432.3 94,432.3
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 19,193,365 0 0 18,233,693 0.000 0.000 4.462 0.0 0.0 81,368.8 81,368.8
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 16,621,330 0 0 15,790,262 0.000 0.000 4.463 0.0 0.0 70,464.3 70,464.3
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 14,486,618 0 0 13,762,285 0.000 0.000 4.462 0.0 0.0 61,414.6 61,414.6
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 12,699,411 0 0 12,064,444 0.000 0.000 4.463 0.0 0.0 53,837.4 53,837.4
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,192,677 0 0 10,633,033 0.000 0.000 4.463 0.0 0.0 47,449.5 47,449.5
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 9,916,326 0 0 9,420,519 0.000 0.000 4.463 0.0 0.0 42,038.5 42,038.5
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 303,384,238 0 0 288,215,024 0.000 0.000 4.463 0.0 0.0 1,286,159.3 1,286,159.3
Remaining . . . . . . . . . . . . . . . . . . . . . . . . 0 0 73,835,259 0 0 70,143,494 0.000 0.000 4.463 0.0 0.0 313,015.3 313,015.3
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 377,219,497 0 0 358,358,518 0.000 0.000 4.463 0.0 0.0 1,599,174.6 1,599,174.6
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . 0 377,297,681
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 62693
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VG70801A.;51
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
HIGH ESTIMATE (3C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
active Taxes Undiscounted Discounted at 10.000% Profile
Capital Operating
completions Production Ad Valorem Cost Expense Period Cum Period Cum Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
0D VJ RSeq: 6 Clr: 0
12-31-2010 . . . . . . . . . . . 81 81.00 1,510.3 0.0 79,383.8 1,056.7 (66,069.3) (66,069.3) (63,495.0) (63,495.0) 8.000 591,697.8
12-31-2011 . . . . . . . . . . . 144 144.00 5,321.1 0.0 30,008.4 3,275.6 16,780.2 (49,289.1) 13,743.7 (49,751.3) 12.000 445,247.1
12-31-2012 . . . . . . . . . . . 144 144.00 11,819.0 0.0 0.0 3,759.9 77,255.5 27,966.4 60,622.2 10,870.9 15.000 366,296.0
12-31-2013 . . . . . . . . . . . 144 144.00 21,575.7 0.0 0.0 4,192.4 111,730.7 139,697.1 79,917.6 90,788.5 20.000 271,194.9
12-31-2014 . . . . . . . . . . . 144 144.00 25,330.7 0.0 0.0 4,312.2 122,870.0 262,567.1 80,050.7 170,839.2 25.000 205,184.3
File: VG70801A.;51
12-31-2015 . . . . . . . . . . . 144 144.00 23,225.0 0.0 0.0 4,180.9 116,524.0 379,091.1 69,076.7 239,915.9 30.000 157,414.1
610
12-31-2016 . . . . . . . . . . . 144 144.00 19,438.0 0.0 0.0 3,966.2 103,826.8 482,917.9 55,972.6 295,888.5 35.000 121,713.2
12-31-2017 . . . . . . . . . . . 144 144.00 15,626.5 0.0 0.0 3,749.3 90,504.3 573,422.2 44,358.1 340,246.6 40.000 94,345.4
12-31-2018 . . . . . . . . . . . 144 144.00 12,517.9 0.0 0.0 3,561.4 78,353.0 651,775.2 34,912.4 375,159.0 45.000 72,921.2
12-31-2019 . . . . . . . . . . . 144 144.00 10,000.1 0.0 0.0 3,399.8 67,968.9 719,744.1 27,529.2 402,688.2 50.000 55,863.4
12-31-2020 . . . . . . . . . . . 144 144.00 8,079.6 0.0 0.0 3,267.9 59,116.8 778,860.9 21,765.9 424,454.1
12-31-2021 . . . . . . . . . . . 144 144.00 6,486.1 0.0 0.0 3,158.5 51,770.0 830,630.9 17,327.0 441,781.1
12-31-2022 . . . . . . . . . . . 144 144.00 5,409.2 0.0 0.0 3,067.9 45,360.3 875,991.2 13,801.5 455,582.6
12-31-2023 . . . . . . . . . . . 144 144.00 4,766.6 0.0 0.0 2,991.9 39,691.0 915,682.2 10,978.2 466,560.8
12-31-2024 . . . . . . . . . . . 144 144.00 4,222.3 0.0 0.0 2,927.2 34,889.0 950,571.2 8,772.6 475,333.4
Subtotal . . . . . . . . . . . . 175,328.1 0.0 109,392.2 50,867.8 950,571.2 950,571.2 475,333.4 475,333.4
Remaining . . . . . . . . . . . 31,453.2 0.0 0.0 41,746.8 239,815.3 1,190,386.5 35,920.2 511,253.6
Total of 32.0 yrs . . . . . . . 206,781.3 0.0 109,392.2 92,614.6 1,190,386.5 1,190,386.5 511,253.6 511,253.6
Table III
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TECHNICAL DISCUSSION
611
TECHNICAL DISCUSSION
ESSAR OIL LIMITED
COAL SEAM GAS PROPERTIES
RG (EAST)-CBM-2001/1 (RANIGANJ EAST) BLOCK, WEST BENGAL, INDIA
AS OF DECEMBER 31, 2009
1.0 GENERAL OVERVIEW
In accordance with your request, we have conducted an assessment of the contingent resources and cash
flow and unrisked prospective resources, as of December 31, 2009, to the Essar Oil Limited (EOL) interest
in certain coal seam gas (CSG) properties located in the RG (East)-CBM-2001/1 (Raniganj East) Block,
West Bengal, India. It is our understanding that EOL owns 100 percent working interest in this block. the
resources presented in this report have been prepared in accordance with internationally recognized
standards. Estimates of resources have been prepared in accordance with the definitions and guidelines set
forth in the 2007 Petroleum Resources Management System approved by the Society of Petroleum
Engineers.
During the course of our evaluation, EOL provided access to its engineering and geologic data. A meeting
was held with EOL personnel in Mumbai, India during September 2009. During the meeting EOL
personnel reviewed the results of the first phase of drilling and the future development plans for the
project. Data provided by EOL included various reports, geologic maps, inter-well seismic data, well logs,
core data, production volumes, injection fall-off test results for existing pilot wells, and gas content data.
All data sources were used, as appropriate, for the assessment of the properties.
612
The Raniganj Basin is a tectonically-controlled basin bounded by a fault in the south. The basin gradually
shallows towards the north, west, and east. Higher dips are found near the boundary fault and decrease
toward the edges of the basin. The basin is cut by a series of northwest-southeast-trending normal faults
that have been identified by surface mapping in the area. Other faults of different orientations are known
to occur but have not been mapped because of the lack of subsurface control and high quality seismic data.
There are six regionally correlatable coals of the Raniganj Formation. The coals are named sequentially,
RN-1 to RN-6, from bottom to top. Coals that are not as correlatable are also seen at various levels. These
coals are named by the correlatable coal above them and labeled ‘‘Local’’. The coals are high-volatile
bituminous B to C and have a high moisture content, average of 4 percent, and a high to medium-high ash
content, average of 28 percent. Coal thickness varies from 0 meters in the north part of the block to just
over 60 meters in the east. Average total thickness for all coals over 0.5 meters is approximately 40 meters.
Permeability calculated by injection fall-off tests performed by EOL averages 15.7 millidarcies. The
desorbed gas composition from these coals is 97 percent methane, 1.2 percent carbon dioxide, 1.6 percent
nitrogen, and the remainder ethane and higher hydrocarbons. The average gas content is 5.3 cubic meters
per tonne on an as-received basis, and the average coal density is 1.64 grams per cubic centimeter.
613
respectively. Estimates of values for OGIP for the low, best, and high estimate cases across EOL’s entire
concession, Raniganj East Block, are included in the following table.
Original
Gas-in-Place
Category BCM BCF
614
615
operations in India and the United States. Individual well capital costs include $330,000 for drilling and
completions, $44,000 for land and site development, $31,000 for logging and geologic services, $69,000 for
completion stimulation, and $103,000 for well-site facilities and water disposal. An additional $58,000 is
included for each well to address site management and contingencies, resulting in total per-well costs of
$635,000. Compression, gathering system, and pipeline capital costs have been included based on expected
field gas rates using $9,168,000 for every 26 million standard cubic feet of gas per day of incremental field
capacity. These costs include the compressors, dehydration units, a flare package, firefighting system,
power generation, miscellaneous process equipment, pipe costs, right-of-way, inspection costs, and
construction costs. The future capital costs are held constant to the date of expenditure. Development
timing and capital costs for all contingent resources locations in the low, best, and high estimate cases are
shown in the following table:
Contingent Resources(1)
Low Estimate (1C) Best Estimate (2C) High Estimate (3C)
Gross Gross Gross
Wells Capital Wells Capital Wells Capital
Year Drilled (M$) Drilled (M$) Drilled (M$)
(1) A total of 144 locations are included in the estimates of contingent resources; however, some locations are uneconomic in the
low estimate (1C) and best estimate (2C) cases.
616
resources. Prospective resources are those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from undiscovered accumulations by application of future development projects. It
is our understanding that EOL’s current development plan calls for at least 500 total well locations within
the current block, which will extend far beyond the current pilot area. This report does not include
economic analysis for prospective resources because of the indeterminate nature of prospective resources
and the high risk associated with recovering them; however, the commerciality of the prospective resources
was tested with the same parameters used in the analysis of contingent resources to determine the net
prospective resources.
Prospective resources are included for a total of 505 locations. Of these locations, 356 are the remaining
locations presented by EOL beyond the 144 contingent locations. An additional 149 locations on 80-acre
spacing are included in areas beyond the acreage EOL has slated for development but that are on the
Raniganj East Block and do not currently have surface constraints to drilling. graph showing the total gas
forecast for all prospective resources locations for low, best, and high estimate cases using the development
plan timing provided by EOL is shown in Figure 13. A map showing the block boundaries and prospective
locations is shown in Figure 9.
We estimate the unrisked prospective gas resources for these prospects, as of December 31, 2009, to be:
Unrisked Prospective
Gas Resources
Category Gross (MMCF) Net (MMCF)
Low Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412,838.3 392,196.4
Best Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 791,997.0 752,397.1
High Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,631,882.9 1,550,288.7
The prospective resources shown in this report have been estimated using deterministic methods and are
dependent on a petroleum discovery being made beyond the two existing pilot areas in the field. If a
discovery is made, the probability that the unrisked quantities of gas discovered will equal or exceed the
estimated amounts is generally inferred to be at least 90 percent for the low estimate, at least 50 percent
for the best estimate, and at least 10 percent for the high estimate.
Unrisked prospective gas resources are estimated ranges of recoverable gas volumes assuming a petroleum
discovery is made and are based on estimated ranges of undiscovered in-place gas volumes. No geologic
risk assessment was conducted for this prospect. Geologic risking of prospective resources addresses the
probability of success for the discovery of petroleum; such risk analysis is conducted independently of
probabilistic estimations of petroleum volumes and without regard to the chance of development. For CSG
assessments, principal risk elements include coal quantity, gas content, and coal permeability. Prospect risk
assessment is a highly subjective process dependent upon the experience and judgment of the evaluators.
Each coal seam and planned drillsite was evaluated to determine deterministic ranges of in-place and
recoverable petroleum. If petroleum discoveries are made, smaller-volume prospects may not be
commercial to independently develop although they may become candidates for satellite developments and
tie-backs to existing infrastructure at some future date. The development infrastructure and data obtained
from early discoveries will alter both prospect risk and future economics of subsequent discoveries and
developments.
It should be understood that the prospective resources discussed and shown herein are those undiscovered,
highly speculative resources estimated beyond reserves or contingent resources where geological and
geophysical data suggest the potential for discovery of petroleum but where the level of proof is
insufficient for classification as reserves or contingent resources. The unrisked prospective resources are
those volumes that could reasonably be expected to be recovered in the event of the successful exploration
and development of these prospects.
617
FIGURES
618
15APR201019505118
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 1
619
Stratigraphic Column
Raniganj Coal Field
West Bengal, India
29MAR201004033066
Modified from a figure provided by Essar Oil Limited
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 2
620
28MAR201011030852
R3 COAL SEAM DESORPTION ISOTHERM GRAPH
RG (EAST)-CBM-2001/1 BLOCK, WEST BENGAL, INDIA
AS OF DECEMBER 31, 2009
18
16
14
Dry ash-free gas content (m3/t)
12
10
0
0 2000 4000 6000 8000 10000 12000 14000
Pressure (kPa)
Desorbed Gas Contents Adsorption Isotherm High Estimate Case Best Estimate Case
27MAR201013190842
Low Estimate Case
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 3
621
29MAR201002230177
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 4
622
29MAR201002205486
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 5
623
29MAR201002215938
All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.
Figure 6
624
4 5
10 10
9 9
8 8
EDT-10 WELL
7 7
GROSS PROJECTED GAS AND WATER PRODUCTION
6 6
RG (EAST)-CBM-2001/1
5 WEST BENGAL, INDIA 5
3 3
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09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38
1. LOW ESTIMATE CASE
2. BEST ESTIMATE CASE
3. HIGH ESTIMATE CASE 27MAR201013190720
Figure 7
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GROSS PROJECTED GAS PRODUCTION
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2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
1. LOW ESTIMATE (1C) CONTINGENT RESOURCES
2. BEST ESTIMATE (2C) CONTINGENT RESOURCES
3. HIGH ESTIMATE (3C) CONTINGENT RESOURCES 27MAR201013190591
Figure 8
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Figure 9
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7080DM/0D Foot:
SUMMARY PROJECTION OF RESOURCES AND CASH FLOW
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
LOW ESTIMATE (1C) CONTINGENT RESOURCES
0D VJ RSeq: 1 Clr: 0
Gross Resources Net Resources Average Prices Gross Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 925,689 0 0 879,405 0.000 0.000 4.462 0.0 0.0 3,924.3 3,924.3
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,972,011 0 0 2,823,413 0.000 0.000 4.463 0.0 0.0 12,599.3 12,599.3
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,024,092 0 0 4,772,888 0.000 0.000 4.463 0.0 0.0 21,299.1 21,299.1
File: VP70801A.;57
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,300,347 0 0 6,935,330 0.000 0.000 4.462 0.0 0.0 30,949.0 30,949.0
628
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 8,017,274 0 0 7,616,411 0.000 0.000 4.463 0.0 0.0 33,987.9 33,987.9
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,536,491 0 0 7,159,664 0.000 0.000 4.463 0.0 0.0 31,949.7 31,949.7
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 6,651,051 0 0 6,318,498 0.000 0.000 4.463 0.0 0.0 28,196.1 28,196.1
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,740,459 0 0 5,453,440 0.000 0.000 4.463 0.0 0.0 24,336.1 24,336.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 4,932,800 0 0 4,686,167 0.000 0.000 4.462 0.0 0.0 20,912.1 20,912.1
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 4,250,542 0 0 4,038,011 0.000 0.000 4.462 0.0 0.0 18,019.9 18,019.9
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,681,733 0 0 3,497,649 0.000 0.000 4.463 0.0 0.0 15,608.4 15,608.4
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,209,636 0 0 3,049,158 0.000 0.000 4.463 0.0 0.0 13,607.2 13,607.2
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,814,433 0 0 2,673,717 0.000 0.000 4.462 0.0 0.0 11,931.5 11,931.5
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,481,291 0 0 2,357,224 0.000 0.000 4.463 0.0 0.0 10,519.0 10,519.0
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,199,083 0 0 2,089,131 0.000 0.000 4.463 0.0 0.0 9,322.4 9,322.4
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 67,736,932 0 0 64,350,106 0.000 0.000 4.463 0.0 0.0 287,162.0 287,162.0
Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 15,539,386 0 0 14,762,398 0.000 0.000 4.463 0.0 0.0 65,877.4 65,877.4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 83,276,318 0 0 79,112,504 0.000 0.000 4.463 0.0 0.0 353,039.4 353,039.4
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 83,354,502
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LOW ESTIMATE (1C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Completions Production Ad Valorem Cost Expense Period CUM Period CUM Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
12-31-2010 . . . . . . . . . . 72 72.00 394.2 0.0 59,951.7 810.6 (57,232.2) (57,232.2) (55,049.2) (55,049.2) 8.000 66,064.0
0D VJ RSeq: 2 Clr: 0
12-31-2011 . . . . . . . . . . 129 129.00 1,295.8 0.0 21,583.2 2,272.6 (12,552.3) (69,784.5) (11,645.7) (66,694.9) 12.000 38,659.3
12-31-2012 . . . . . . . . . . 129 129.00 2,187.2 0.0 0.0 2,471.0 16,640.9 (53,143.6) 13,049.7 (53,645.2) 15.000 23,605.0
12-31-2013 . . . . . . . . . . 129 129.00 3,196.0 0.0 0.0 2,564.8 25,188.2 (27,955.4) 18,014.1 (35,631.1) 20.000 5,326.3
12-31-2014 . . . . . . . . . . 129 129.00 3,520.8 0.0 0.0 2,588.4 27,878.7 (76.7) 18,163.8 (17,467.3) 25.000 (7,344.6)
12-31-2015 . . . . . . . . . . 129 129.00 3,313.8 0.0 0.0 2,559.0 26,076.9 26,000.2 15,460.3 (2,007.0) 30.000 (16,411.2)
File: VP70801A.;57
12-31-2016 . . . . . . . . . . 129 129.00 2,925.9 0.0 0.0 2,511.0 22,759.2 48,759.4 12,271.7 10,264.7 35.000 (23,056.6)
629
12-31-2017 . . . . . . . . . . 129 129.00 2,525.8 0.0 0.0 2,463.2 19,347.1 68,106.5 9,484.6 19,749.3 40.000 (28,016.8)
12-31-2018 . . . . . . . . . . 129 129.00 2,170.4 0.0 0.0 2,418.4 16,323.3 84,429.8 7,273.8 27,023.1 45.000 (31,777.8)
12-31-2019 . . . . . . . . . . 129 129.00 1,870.1 0.0 0.0 2,381.9 13,767.9 98,197.7 5,576.8 32,599.9 50.000 (34,658.8)
12-31-2020 . . . . . . . . . . 129 129.00 1,619.7 0.0 0.0 2,351.9 11,636.8 109,834.5 4,284.6 36,884.5
12-31-2021 . . . . . . . . . . 129 129.00 1,411.9 0.0 0.0 2,327.9 9,867.4 119,701.9 3,302.7 40,187.2
12-31-2022 . . . . . . . . . . 129 129.00 1,237.9 0.0 0.0 2,308.3 8,385.3 128,087.2 2,551.1 42,738.3
12-31-2023 . . . . . . . . . . 129 129.00 1,091.3 0.0 0.0 2,291.5 7,136.2 135,223.4 1,973.8 44,712.1
12-31-2024 . . . . . . . . . . 129 129.00 967.0 0.0 0.0 2,277.4 6,078.0 141,301.4 1,528.3 46,240.4
Subtotal . . . . . . . . . . . . 29,727.8 0.0 81,534.9 34,597.9 141,301.4 141,301.4 46,240.4 46,240.4
Remaining . . . . . . . . . . 7,206.4 0.0 0.0 29,954.3 28,716.7 170,018.1 4,860.3 51,100.7
Total of 32.0 yrs . . . . . . 36,934.2 0.0 81,534.9 64,552.2 170,018.1 170,018.1 51,100.7 51,100.7
Figure 10
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BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Operating
Active Gross Ultimate Working Revenue Oil/Cond NGL Gas Expense
Compltns Interest Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
0D VJ RSeq: 3 Clr: 0
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
RANIGANJ COAL FIELD
100001 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 01 0 1 0 579,035 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.7
100002 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 02 0 1 0 454,845 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.7
100003 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 03 0 1 0 782,029 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
100004 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 04A 0 1 0 665,993 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.7
100005 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 05 0 1 0 449,584 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.7
100006 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 06 0 1 0 599,785 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.7
100007 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 07 0 1 0 700,946 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
File: VP70801A.;57
100008 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 08 0 1 0 754,548 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
100009 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 09 0 1 0 748,176 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
630
100010 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 10 0 1 0 675,587 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.7
100011 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 11 0 1 0 166,912 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 15.7
100012 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 12 0 1 0 549,961 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.7
100013 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 13 0 1 0 439,197 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.7
100014 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 14 0 1 0 735,858 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
100015 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 15 0 1 0 833,956 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
400082 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-1 0 1 0 672,627 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.6
400097 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-2 0 1 0 640,060 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.9
400115 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-3 0 1 0 524,347 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.0
400123 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-4 0 1 0 421,960 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.1
400128 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-5 0 1 0 845,886 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400130 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-6 0 1 0 757,985 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400131 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-7 0 1 0 703,285 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400132 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-8 0 1 0 582,189 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.1
400133 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-9 0 1 0 413,893 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.1
400001 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-10 0 1 0 799,620 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
400083 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-11 0 1 0 832,248 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400085 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-12 0 1 0 820,185 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400086 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-13 0 1 0 456,517 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.6
400087 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-14 0 1 0 882,118 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400088 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-15 0 1 0 763,739 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400089 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-16 0 1 0 474,213 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.9
400090 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-17 0 1 0 699,518 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
400091 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-18 0 1 0 591,673 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.9
400092 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-19 0 1 0 454,438 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.9
400098 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-20 0 1 0 376,561 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.9
400106 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-21 0 1 0 538,415 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.0
400107 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-22 0 1 0 440,384 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.0
400108 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-23 0 1 0 333,903 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.0
400109 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-24 0 1 0 537,329 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.0
400110 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-25 0 1 0 410,138 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.0
400111 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-26 0 1 0 337,190 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.0
400112 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-27 0 1 0 360,408 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.0
400113 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-28 0 1 0 298,477 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 22.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 4 Clr: 0
RANIGANJ COAL FIELD
100001 . . . . . . . . . . . . . . . . . . . . . . . . EDT 01 0 0 571,790 0 0 543,200 0.0 0.0 2,424.0 2,424.0 0.0 0.0 493.4 1,930.6 1,065.1
100002 . . . . . . . . . . . . . . . . . . . . . . . . EDT 02 0 0 447,645 0 0 425,263 0.0 0.0 1,897.9 1,897.9 0.0 0.0 436.5 1,461.4 822.3
100003 . . . . . . . . . . . . . . . . . . . . . . . . EDT 03 0 0 776,853 0 0 738,010 0.0 0.0 3,293.2 3,293.2 0.0 0.0 537.8 2,755.4 1,485.3
100004 . . . . . . . . . . . . . . . . . . . . . . . . EDT 04A 0 0 658,134 0 0 625,228 0.0 0.0 2,790.0 2,790.0 0.0 0.0 515.2 2,274.8 1,241.3
100005 . . . . . . . . . . . . . . . . . . . . . . . . EDT 05 0 0 442,933 0 0 420,787 0.0 0.0 1,877.9 1,877.9 0.0 0.0 436.4 1,441.5 811.7
100006 . . . . . . . . . . . . . . . . . . . . . . . . EDT 06 0 0 593,503 0 0 563,828 0.0 0.0 2,516.0 2,516.0 0.0 0.0 494.7 2,021.3 1,111.9
100007 . . . . . . . . . . . . . . . . . . . . . . . . EDT 07 0 0 696,236 0 0 661,424 0.0 0.0 2,951.5 2,951.5 0.0 0.0 533.9 2,417.6 1,314.2
100008 . . . . . . . . . . . . . . . . . . . . . . . . EDT 08 0 0 749,981 0 0 712,482 0.0 0.0 3,179.7 3,179.7 0.0 0.0 536.6 2,643.1 1,428.1
File: VP70801A.;57
100009 . . . . . . . . . . . . . . . . . . . . . . . . EDT 09 0 0 742,652 0 0 705,519 0.0 0.0 3,148.5 3,148.5 0.0 0.0 536.3 2,612.2 1,412.7
100010 . . . . . . . . . . . . . . . . . . . . . . . . EDT 10 0 0 670,277 0 0 636,763 0.0 0.0 2,841.7 2,841.7 0.0 0.0 515.9 2,325.8 1,267.3
631
100011 . . . . . . . . . . . . . . . . . . . . . . . . EDT 11 0 0 160,266 0 0 152,253 0.0 0.0 679.7 679.7 0.0 0.0 270.2 409.5 251.5
100012 . . . . . . . . . . . . . . . . . . . . . . . . EDT 12 0 0 548,528 0 0 521,102 0.0 0.0 2,325.6 2,325.6 0.0 0.0 475.8 1,849.8 1,023.8
100013 . . . . . . . . . . . . . . . . . . . . . . . . EDT 13 0 0 433,509 0 0 411,834 0.0 0.0 1,837.9 1,837.9 0.0 0.0 436.1 1,401.8 791.2
100014 . . . . . . . . . . . . . . . . . . . . . . . . EDT 14 0 0 735,323 0 0 698,557 0.0 0.0 3,117.3 3,117.3 0.0 0.0 536.2 2,581.1 1,397.0
100015 . . . . . . . . . . . . . . . . . . . . . . . . EDT 15 0 0 830,598 0 0 789,068 0.0 0.0 3,521.1 3,521.1 0.0 0.0 540.9 2,980.2 1,599.5
400082 . . . . . . . . . . . . . . . . . . . . . . . . EDP-1 0 0 672,627 0 0 638,996 0.0 0.0 2,851.3 2,851.3 0.0 634.8 522.9 1,693.6 567.5
400097 . . . . . . . . . . . . . . . . . . . . . . . . EDP-2 0 0 640,060 0 0 608,057 0.0 0.0 2,713.6 2,713.6 0.0 634.8 521.6 1,557.2 487.1
400115 . . . . . . . . . . . . . . . . . . . . . . . . EDP-3 0 0 524,347 0 0 498,130 0.0 0.0 2,222.8 2,222.8 0.0 634.8 481.4 1,106.6 281.6
400123 . . . . . . . . . . . . . . . . . . . . . . . . EDP-4 0 0 421,960 0 0 400,862 0.0 0.0 1,788.7 1,788.7 0.0 634.8 425.6 728.3 100.5
400128 . . . . . . . . . . . . . . . . . . . . . . . . EDP-5 0 0 845,886 0 0 803,591 0.0 0.0 3,585.9 3,585.9 0.0 634.8 549.3 2,401.8 858.7
400130 . . . . . . . . . . . . . . . . . . . . . . . . EDP-6 0 0 757,985 0 0 720,086 0.0 0.0 3,213.2 3,213.2 0.0 634.8 544.7 2,033.7 698.6
400131 . . . . . . . . . . . . . . . . . . . . . . . . EDP-7 0 0 703,285 0 0 668,120 0.0 0.0 2,981.5 2,981.5 0.0 634.8 541.4 1,805.3 595.7
400132 . . . . . . . . . . . . . . . . . . . . . . . . EDP-8 0 0 582,189 0 0 553,080 0.0 0.0 2,468.0 2,468.0 0.0 634.8 501.7 1,331.5 382.4
400133 . . . . . . . . . . . . . . . . . . . . . . . . EDP-9 0 0 413,893 0 0 393,199 0.0 0.0 1,754.7 1,754.7 0.0 634.8 425.3 694.6 89.6
400001 . . . . . . . . . . . . . . . . . . . . . . . . EDP-10 0 0 799,620 0 0 759,639 0.0 0.0 3,389.8 3,389.8 0.0 634.8 546.3 2,208.7 863.1
400083 . . . . . . . . . . . . . . . . . . . . . . . . EDP-11 0 0 832,248 0 0 790,636 0.0 0.0 3,528.2 3,528.2 0.0 634.8 548.2 2,345.2 874.1
400085 . . . . . . . . . . . . . . . . . . . . . . . . EDP-12 0 0 820,185 0 0 779,176 0.0 0.0 3,477.2 3,477.2 0.0 634.8 547.8 2,294.6 850.1
400086 . . . . . . . . . . . . . . . . . . . . . . . . EDP-13 0 0 456,517 0 0 433,691 0.0 0.0 1,935.3 1,935.3 0.0 634.8 444.3 856.2 167.6
400087 . . . . . . . . . . . . . . . . . . . . . . . . EDP-14 0 0 882,118 0 0 838,012 0.0 0.0 3,739.6 3,739.6 0.0 634.8 551.0 2,553.8 972.2
400088 . . . . . . . . . . . . . . . . . . . . . . . . EDP-15 0 0 763,739 0 0 725,552 0.0 0.0 3,237.8 3,237.8 0.0 634.8 544.5 2,058.5 739.2
400089 . . . . . . . . . . . . . . . . . . . . . . . . EDP-16 0 0 474,213 0 0 450,502 0.0 0.0 2,010.3 2,010.3 0.0 634.8 462.0 913.5 189.5
400090 . . . . . . . . . . . . . . . . . . . . . . . . EDP-17 0 0 699,518 0 0 664,542 0.0 0.0 2,965.6 2,965.6 0.0 634.8 541.4 1,789.4 593.2
400091 . . . . . . . . . . . . . . . . . . . . . . . . EDP-18 0 0 591,673 0 0 562,090 0.0 0.0 2,508.4 2,508.4 0.0 634.8 501.9 1,371.7 401.9
400092 . . . . . . . . . . . . . . . . . . . . . . . . EDP-19 0 0 454,438 0 0 431,716 0.0 0.0 1,926.6 1,926.6 0.0 634.8 444.1 847.7 158.5
400098 . . . . . . . . . . . . . . . . . . . . . . . . EDP-20 0 0 376,561 0 0 357,733 0.0 0.0 1,596.3 1,596.3 0.0 634.8 406.2 555.3 20.2
400106 . . . . . . . . . . . . . . . . . . . . . . . . EDP-21 0 0 538,415 0 0 511,494 0.0 0.0 2,282.3 2,282.3 0.0 634.8 482.6 1,164.9 304.2
400107 . . . . . . . . . . . . . . . . . . . . . . . . EDP-22 0 0 440,384 0 0 418,365 0.0 0.0 1,867.1 1,867.1 0.0 634.8 443.3 789.0 129.6
400108 . . . . . . . . . . . . . . . . . . . . . . . . EDP-23 0 0 333,903 0 0 317,208 0.0 0.0 1,415.6 1,415.6 0.0 634.8 387.4 393.4 (56.8)
400109 . . . . . . . . . . . . . . . . . . . . . . . . EDP-24 0 0 537,329 0 0 510,462 0.0 0.0 2,278.0 2,278.0 0.0 634.8 482.5 1,160.7 302.2
400110 . . . . . . . . . . . . . . . . . . . . . . . . EDP-25 0 0 410,138 0 0 389,631 0.0 0.0 1,738.8 1,738.8 0.0 634.8 425.2 678.8 78.2
400111 . . . . . . . . . . . . . . . . . . . . . . . . EDP-26 0 0 337,190 0 0 320,330 0.0 0.0 1,429.4 1,429.4 0.0 634.8 387.4 407.2 (50.3)
400112 . . . . . . . . . . . . . . . . . . . . . . . . EDP-27 0 0 360,408 0 0 342,388 0.0 0.0 1,527.9 1,527.9 0.0 634.8 405.7 487.4 (11.9)
400113 . . . . . . . . . . . . . . . . . . . . . . . . EDP-28 0 0 298,477 0 0 283,553 0.0 0.0 1,265.2 1,265.2 0.0 634.8 368.8 261.6 (119.8)
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400114 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 0 1 0 309,401 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 22.0
400116 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 0 1 0 362,293 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.0
400117 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 0 1 0 447,561 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.0
400022 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 0 1 0 844,609 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400023 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 0 1 0 807,417 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400024 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 0 1 0 803,320 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400025 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 0 1 0 801,347 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
File: VR70801A.;42
400026 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 0 1 0 808,475 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400027 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 0 1 0 834,922 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
632
400271 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 0 1 0 855,960 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400122 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 0 1 0 878,601 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400124 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 0 1 0 855,307 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400125 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 0 1 0 792,040 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400126 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 0 1 0 682,817 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.1
400127 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 0 1 0 553,372 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.1
400475 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 0 1 0 411,387 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.2
400028 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 0 1 0 750,220 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400029 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 0 1 0 761,533 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400030 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 0 1 0 754,782 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400031 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 0 1 0 764,012 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400032 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 0 1 0 790,896 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400272 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 0 1 0 834,975 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400273 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 0 1 0 889,329 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400274 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 0 1 0 906,395 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400275 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 0 1 0 891,322 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400129 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 0 1 0 780,709 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400276 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 0 1 0 937,015 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400277 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 0 1 0 866,179 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400278 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 0 1 0 779,091 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400476 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 0 1 0 667,233 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
400477 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 0 1 0 543,886 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.2
400478 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 0 1 0 454,438 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.2
400033 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 0 1 0 732,166 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
400034 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 0 1 0 745,948 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
400035 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 0 1 0 769,072 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
400279 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 0 1 0 817,546 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400280 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 0 1 0 874,967 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400281 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 0 1 0 929,286 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400282 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 0 1 0 952,250 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400284 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 0 1 0 867,625 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400285 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 0 1 0 790,164 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400286 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 0 1 0 701,906 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400036 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 0 1 0 742,549 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 2 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400114 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 0 0 309,401 0 0 293,931 0.0 0.0 1,311.6 1,311.6 0.0 634.8 369.3 307.5 (97.8)
400116 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 0 0 362,293 0 0 344,178 0.0 0.0 1,536.0 1,536.0 0.0 634.8 405.8 495.4 (3.5)
400117 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 0 0 447,561 0 0 425,183 0.0 0.0 1,897.6 1,897.6 0.0 634.8 443.7 819.1 148.5
400022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 0 0 844,609 0 0 802,379 0.0 0.0 3,580.7 3,580.7 0.0 634.8 548.8 2,397.1 936.4
400023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 0 0 807,417 0 0 767,046 0.0 0.0 3,422.8 3,422.8 0.0 634.8 547.0 2,241.0 861.3
400024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 0 0 803,320 0 0 763,154 0.0 0.0 3,405.5 3,405.5 0.0 634.8 546.8 2,223.9 852.7
400025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 0 0 801,347 0 0 761,280 0.0 0.0 3,397.3 3,397.3 0.0 634.8 546.6 2,215.9 848.8
400026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 0 0 808,475 0 0 768,051 0.0 0.0 3,427.3 3,427.3 0.0 634.8 547.0 2,245.5 863.0
File: VR70801A.;42
400027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 0 0 834,922 0 0 793,175 0.0 0.0 3,539.7 3,539.7 0.0 634.8 548.4 2,356.5 916.8
400271 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 0 0 855,960 0 0 813,162 0.0 0.0 3,628.8 3,628.8 0.0 634.8 549.5 2,444.5 871.3
633
400122 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 0 0 878,601 0 0 834,671 0.0 0.0 3,724.7 3,724.7 0.0 634.8 551.1 2,538.8 920.5
400124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 0 0 855,307 0 0 812,541 0.0 0.0 3,625.8 3,625.8 0.0 634.8 549.6 2,441.4 876.4
400125 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 0 0 792,040 0 0 752,438 0.0 0.0 3,357.9 3,357.9 0.0 634.8 546.4 2,176.7 757.7
400126 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 0 0 682,817 0 0 648,677 0.0 0.0 2,894.9 2,894.9 0.0 634.8 523.6 1,736.5 560.2
400127 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 0 0 553,372 0 0 525,703 0.0 0.0 2,346.3 2,346.3 0.0 634.8 483.3 1,228.2 330.4
400475 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 0 0 411,387 0 0 390,817 0.0 0.0 1,744.1 1,744.1 0.0 634.8 425.2 684.1 92.4
400028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 0 0 750,220 0 0 712,709 0.0 0.0 3,180.5 3,180.5 0.0 634.8 544.0 2,001.7 745.1
400029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 0 0 761,533 0 0 723,456 0.0 0.0 3,228.4 3,228.4 0.0 634.8 544.6 2,049.0 767.7
400030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 0 0 754,782 0 0 717,042 0.0 0.0 3,200.0 3,200.0 0.0 634.8 544.1 2,021.1 754.3
400031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 0 0 764,012 0 0 725,811 0.0 0.0 3,238.8 3,238.8 0.0 634.8 544.7 2,059.3 773.1
400032 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 0 0 790,896 0 0 751,351 0.0 0.0 3,352.9 3,352.9 0.0 634.8 546.1 2,172.0 832.4
400272 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 0 0 834,975 0 0 793,227 0.0 0.0 3,539.9 3,539.9 0.0 634.8 548.5 2,356.6 832.3
400273 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 0 0 889,329 0 0 844,862 0.0 0.0 3,770.3 3,770.3 0.0 634.8 551.4 2,584.1 933.4
400274 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 0 0 906,395 0 0 861,075 0.0 0.0 3,842.4 3,842.4 0.0 634.8 552.2 2,655.4 965.3
400275 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 0 0 891,322 0 0 846,756 0.0 0.0 3,778.5 3,778.5 0.0 634.8 551.5 2,592.2 937.3
400129 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 0 0 780,709 0 0 741,674 0.0 0.0 3,309.6 3,309.6 0.0 634.8 545.8 2,129.0 736.3
400276 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 0 0 937,015 0 0 890,164 0.0 0.0 3,972.5 3,972.5 0.0 634.8 554.0 2,783.7 1,022.5
400277 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 0 0 866,179 0 0 822,870 0.0 0.0 3,672.0 3,672.0 0.0 634.8 550.0 2,487.2 890.1
400278 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 0 0 779,091 0 0 740,137 0.0 0.0 3,302.9 3,302.9 0.0 634.8 545.4 2,122.7 732.7
400476 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 0 0 667,233 0 0 633,871 0.0 0.0 2,828.6 2,828.6 0.0 634.8 522.5 1,671.3 542.1
400477 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 0 0 543,886 0 0 516,691 0.0 0.0 2,305.6 2,305.6 0.0 634.8 482.7 1,188.1 324.1
400478 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 0 0 454,438 0 0 431,716 0.0 0.0 1,926.4 1,926.4 0.0 634.8 444.1 847.5 168.1
400033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 0 0 732,166 0 0 695,558 0.0 0.0 3,103.8 3,103.8 0.0 634.8 542.8 1,926.2 713.2
400034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 0 0 745,948 0 0 708,650 0.0 0.0 3,162.3 3,162.3 0.0 634.8 543.9 1,983.6 730.4
400035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 0 0 769,072 0 0 730,619 0.0 0.0 3,260.3 3,260.3 0.0 634.8 544.9 2,080.6 776.9
400279 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 0 0 817,546 0 0 776,668 0.0 0.0 3,465.8 3,465.8 0.0 634.8 547.5 2,283.5 804.3
400280 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 0 0 874,967 0 0 831,219 0.0 0.0 3,709.2 3,709.2 0.0 634.8 550.8 2,523.6 911.1
400281 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 0 0 929,286 0 0 882,822 0.0 0.0 3,939.7 3,939.7 0.0 634.8 553.6 2,751.3 1,012.4
400282 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 0 0 952,250 0 0 904,638 0.0 0.0 4,037.0 4,037.0 0.0 634.8 554.6 2,847.6 1,055.2
400284 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 0 0 867,625 0 0 824,244 0.0 0.0 3,678.3 3,678.3 0.0 634.8 550.0 2,493.5 897.6
400285 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 0 0 790,164 0 0 750,656 0.0 0.0 3,350.0 3,350.0 0.0 634.8 546.0 2,169.2 753.4
400286 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 0 0 701,906 0 0 666,811 0.0 0.0 2,975.7 2,975.7 0.0 634.8 541.0 1,799.9 588.8
400036 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 0 0 742,549 0 0 705,422 0.0 0.0 3,148.1 3,148.1 0.0 634.8 543.7 1,969.6 723.6
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 3 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400037 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 0 1 0 787,239 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
400287 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 0 1 0 847,777 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400485 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 0 1 0 813,765 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400084 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 0 1 0 331,832 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 22.6
400325 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 0 1 0 298,252 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 22.2
400326 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400327 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 0 1 0 286,834 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 21.2
File: VR70801A.;42
400002 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 0 1 0 672,784 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400003 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 0 1 0 670,523 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
634
400004 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 0 1 0 641,912 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400005 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 0 1 0 667,625 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400006 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 0 1 0 707,592 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
400093 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400094 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 0 1 0 287,209 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 21.9
400095 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400096 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400099 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400100 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400101 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400102 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400103 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400104 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400105 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400008 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 0 1 0 638,317 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400009 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 0 1 0 692,472 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
400010 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 0 1 0 620,477 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400011 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 0 1 0 660,110 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.2
400012 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 0 1 0 723,779 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
400013 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 0 1 0 611,098 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.3
400014 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 0 1 0 636,489 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.3
400015 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 0 1 0 695,276 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
400016 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 0 1 0 625,525 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.3
400017 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 0 1 0 665,625 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.3
400018 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 0 1 0 735,989 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
400019 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 0 1 0 649,124 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.3
400020 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 0 1 0 708,302 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
400262 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 0 1 0 790,603 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400021 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 0 1 0 685,157 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
400395 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 0 1 0 751,982 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
400353 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 0 1 0 490,567 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.2
400118 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400119 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 0 1 0 255,377 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 21.0
400120 . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 0 1 0 229,309 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 20.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 0 0 787,239 0 0 747,877 0.0 0.0 3,337.2 3,337.2 0.0 634.8 545.9 2,156.5 813.6
400287 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 0 0 847,777 0 0 805,388 0.0 0.0 3,594.1 3,594.1 0.0 634.8 549.3 2,410.0 849.3
400485 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 0 0 813,765 0 0 773,076 0.0 0.0 3,449.9 3,449.9 0.0 634.8 547.1 2,268.0 790.7
400084 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 0 0 331,832 0 0 315,241 0.0 0.0 1,406.8 1,406.8 0.0 634.8 387.1 384.9 (63.3)
400325 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 0 0 298,252 0 0 283,339 0.0 0.0 1,264.5 1,264.5 0.0 634.8 368.7 261.0 (111.2)
400326 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400327 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 0 0 286,834 0 0 272,492 0.0 0.0 1,215.9 1,215.9 0.0 634.8 351.3 229.8 (125.8)
File: VS70801A.;40
400002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 0 0 672,784 0 0 639,145 0.0 0.0 2,852.2 2,852.2 0.0 634.8 522.9 1,694.5 607.8
400003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 0 0 670,523 0 0 636,997 0.0 0.0 2,842.6 2,842.6 0.0 634.8 522.7 1,685.1 593.3
635
400004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 0 0 641,912 0 0 609,816 0.0 0.0 2,721.2 2,721.2 0.0 634.8 521.2 1,565.2 534.0
400005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 0 0 667,625 0 0 634,243 0.0 0.0 2,830.3 2,830.3 0.0 634.8 522.6 1,672.9 587.2
400006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 0 0 707,592 0 0 672,212 0.0 0.0 2,999.9 2,999.9 0.0 634.8 541.8 1,823.3 661.5
400093 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400094 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 0 0 287,209 0 0 272,849 0.0 0.0 1,217.5 1,217.5 0.0 634.8 367.8 214.9 (143.8)
400095 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400096 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400099 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400101 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400104 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 0 0 638,317 0 0 606,402 0.0 0.0 2,706.1 2,706.1 0.0 634.8 520.9 1,550.4 526.6
400009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 0 0 692,472 0 0 657,849 0.0 0.0 2,935.6 2,935.6 0.0 634.8 540.9 1,759.9 637.8
400010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 0 0 620,477 0 0 589,453 0.0 0.0 2,630.3 2,630.3 0.0 634.8 520.4 1,475.1 497.1
400011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 0 0 660,110 0 0 627,105 0.0 0.0 2,798.6 2,798.6 0.0 634.8 522.0 1,641.8 579.1
400012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 0 0 723,779 0 0 687,590 0.0 0.0 3,068.4 3,068.4 0.0 634.8 542.4 1,891.2 691.8
400013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 0 0 611,098 0 0 580,543 0.0 0.0 2,590.6 2,590.6 0.0 634.8 503.0 1,452.8 477.3
400014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 0 0 636,489 0 0 604,664 0.0 0.0 2,698.4 2,698.4 0.0 634.8 521.0 1,542.6 521.0
400015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 0 0 695,276 0 0 660,512 0.0 0.0 2,947.6 2,947.6 0.0 634.8 540.9 1,771.9 638.5
400016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 0 0 625,525 0 0 594,249 0.0 0.0 2,651.7 2,651.7 0.0 634.8 520.2 1,496.7 503.3
400017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 0 0 665,625 0 0 632,344 0.0 0.0 2,822.0 2,822.0 0.0 634.8 522.6 1,664.6 585.9
400018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 0 0 735,989 0 0 699,190 0.0 0.0 3,119.9 3,119.9 0.0 634.8 542.9 1,942.2 721.7
400019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 0 0 649,124 0 0 616,667 0.0 0.0 2,751.7 2,751.7 0.0 634.8 521.4 1,595.5 552.0
400020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 0 0 708,302 0 0 672,887 0.0 0.0 3,002.6 3,002.6 0.0 634.8 541.7 1,826.1 670.1
400262 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 0 0 790,603 0 0 751,073 0.0 0.0 3,351.5 3,351.5 0.0 634.8 546.0 2,170.7 749.6
400021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 0 0 685,157 0 0 650,899 0.0 0.0 2,904.5 2,904.5 0.0 634.8 539.3 1,730.4 623.6
400395 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 0 0 751,982 0 0 714,383 0.0 0.0 3,188.0 3,188.0 0.0 634.8 544.3 2,008.9 657.5
400353 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 0 0 490,567 0 0 466,039 0.0 0.0 2,079.8 2,079.8 0.0 634.8 463.1 981.9 225.4
400118 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400119 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 0 0 255,377 0 0 242,608 0.0 0.0 1,082.6 1,082.6 0.0 634.8 349.7 98.1 (194.7)
400120 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 0 0 229,309 0 0 217,844 0.0 0.0 972.1 972.1 0.0 634.8 331.5 5.8 (240.1)
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross
Operating
0D VJ RSeq: 2 Clr: 0
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400121 . . . . . . . . . EDP-387 0 1 0 298,250 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 22.1
File: VS70801A.;40
400356 . . . . . . . . . EDP-388 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
636
400357 . . . . . . . . . EDP-389 0 1 0 239,904 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 20.2
400359 . . . . . . . . . EDP-391 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400473 . . . . . . . . . EDP-405 0 1 0 345,454 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.2
400075 . . . . . . . . . EDP-U75 0 1 0 618,634 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.5
400076 . . . . . . . . . EDP-U76 0 1 0 627,167 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.5
400077 . . . . . . . . . EDP-U77 0 1 0 643,276 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.6
400078 . . . . . . . . . EDP-U79 0 1 0 803,709 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400079 . . . . . . . . . EDP-U80 0 1 0 779,505 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400080 . . . . . . . . . EDP-U81 0 1 0 781,377 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400081 . . . . . . . . . EDP-U82 0 1 0 828,547 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
400171 . . . . . . . . . EDP-U83 0 1 0 829,946 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
400172 . . . . . . . . . EDP-U85 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
400173 . . . . . . . . . EDP-U86 0 1 0 229,770 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 20.1
101000 . . . . . . . . . FAC CAP 1C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 10.0
102000 . . . . . . . . . PLP & Royalty 1C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 32.0
Field Total . . . . . . . . . . . . . . . . . . . . 0 129 0 83,354,502
Total . . . . . . . . . . . . . . . . . . . . . . . . 0 129 0 83,354,502
Total All Leases . . . . . . . . . . . . . . . . . 0 129 0 83,354,502
28MAR201011030852
7080DM/0D Foot:
RESOURCES AND ECONOMICS
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
LOW ESTIMATE (1C) CONTINGENT RESOURCES
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
0D VJ RSeq: 3 Clr: 0
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
400121 . . . . . . . . EDP-387 0 0 298,250 0 0 283,337 0.0 0.0 1,264.5 1,264.5 0.0 634.8 368.7 261.0 (119.4)
400356 . . . . . . . . EDP-388 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
File: VS70801A.;40
400357 . . . . . . . . EDP-389 0 0 239,904 0 0 227,909 0.0 0.0 1,017.0 1,017.0 0.0 634.8 331.9 50.3 (212.5)
637
400359 . . . . . . . . EDP-391 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400473 . . . . . . . . EDP-405 0 0 345,454 0 0 328,182 0.0 0.0 1,464.5 1,464.5 0.0 634.8 388.2 441.5 (20.8)
400075 . . . . . . . . EDP-U75 0 0 618,634 0 0 587,703 0.0 0.0 2,622.5 2,622.5 0.0 634.8 520.0 1,467.7 481.6
400076 . . . . . . . . EDP-U76 0 0 627,167 0 0 595,808 0.0 0.0 2,658.9 2,658.9 0.0 634.8 520.6 1,503.5 499.1
400077 . . . . . . . . EDP-U77 0 0 643,276 0 0 611,113 0.0 0.0 2,727.0 2,727.0 0.0 634.8 521.3 1,570.9 522.5
400078 . . . . . . . . EDP-U79 0 0 803,709 0 0 763,524 0.0 0.0 3,407.2 3,407.2 0.0 634.8 546.8 2,225.6 835.1
400079 . . . . . . . . EDP-U80 0 0 779,505 0 0 740,530 0.0 0.0 3,304.7 3,304.7 0.0 634.8 545.5 2,124.4 786.9
400080 . . . . . . . . EDP-U81 0 0 781,377 0 0 742,308 0.0 0.0 3,312.7 3,312.7 0.0 634.8 545.5 2,132.4 790.6
400081 . . . . . . . . EDP-U82 0 0 828,547 0 0 787,120 0.0 0.0 3,512.5 3,512.5 0.0 634.8 548.2 2,329.5 889.5
400171 . . . . . . . . EDP-U83 0 0 829,946 0 0 788,448 0.0 0.0 3,518.2 3,518.2 0.0 634.8 548.6 2,334.8 833.5
400172 . . . . . . . . EDP-U85 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
400173 . . . . . . . . EDP-U86 0 0 229,770 0 0 218,282 0.0 0.0 974.0 974.0 0.0 634.8 331.4 7.8 (237.4)
101000 . . . . . . . . FAC CAP 1C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 9,167.7 0.0 (9,167.7) (9,167.7)
102000 . . . . . . . . PLP & Royalty 1C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 36,934.2 0.0 0.0 (36,934.2) (17,345.5)
Field Total . . . . . . . . . . . . . . . . . . . 0 0 83,276,318 0 0 79,112,504 0.0 0.0 353,039.4 353,039.4 36,934.2 81,534.9 64,552.2 170,018.1 51,100.7
Total . . . . . . . . . . . . . . . . . . . . . . . 0 0 83,276,318 0 0 79,112,504 0.0 0.0 353,039.4 353,039.4 36,934.2 81,534.9 64,552.2 170,018.1 51,100.7
Total All Leases . . . . . . . . . . . . . . . . 0 0 83,276,318 0 0 79,112,504 0.0 0.0 353,039.4 353,039.4 36,934.2 81,534.9 64,552.2 170,018.1 51,100.7
28MAR201011030852
7080DM/0D Foot:
SUMMARY PROJECTION OF RESOURCES AND CASH FLOW
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
BEST ESTIMATE (2C) CONTINGENT RESOURCES
0D VJ RSeq: 1 Clr: 0
Gross Resources Net Resources Average Prices Gross Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 2,124,810 0 0 2,018,567 0.000 0.000 4.463 0.0 0.0 9,008.3 9,008.3
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,028,197 0 0 6,676,790 0.000 0.000 4.463 0.0 0.0 29,795.1 29,795.1
File: VT70801A.;32
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,886,714 0 0 11,292,371 0.000 0.000 4.463 0.0 0.0 50,392.1 50,392.1
638
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 17,397,420 0 0 16,527,549 0.000 0.000 4.463 0.0 0.0 73,754.3 73,754.3
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 19,178,982 0 0 18,220,036 0.000 0.000 4.463 0.0 0.0 81,306.6 81,306.6
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 18,055,530 0 0 17,152,752 0.000 0.000 4.463 0.0 0.0 76,544.2 76,544.2
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 15,942,931 0 0 15,145,786 0.000 0.000 4.463 0.0 0.0 67,587.4 67,587.4
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 13,762,218 0 0 13,074,114 0.000 0.000 4.462 0.0 0.0 58,343.1 58,343.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,825,671 0 0 11,234,385 0.000 0.000 4.463 0.0 0.0 50,133.6 50,133.6
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 10,189,265 0 0 9,679,796 0.000 0.000 4.463 0.0 0.0 43,195.8 43,195.8
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 8,824,735 0 0 8,383,501 0.000 0.000 4.463 0.0 0.0 37,411.5 37,411.5
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 7,692,331 0 0 7,307,724 0.000 0.000 4.463 0.0 0.0 32,610.9 32,610.9
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 6,744,488 0 0 6,407,255 0.000 0.000 4.463 0.0 0.0 28,592.7 28,592.7
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,945,508 0 0 5,648,231 0.000 0.000 4.463 0.0 0.0 25,205.4 25,205.4
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 5,268,751 0 0 5,005,316 0.000 0.000 4.463 0.0 0.0 22,336.2 22,336.2
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 161,867,551 0 0 153,774,173 0.000 0.000 4.463 0.0 0.0 686,217.2 686,217.2
Remaining . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 38,976,349 0 0 37,027,534 0.000 0.000 4.463 0.0 0.0 165,235.6 165,235.6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 200,843,900 0 0 190,801,707 0.000 0.000 4.463 0.0 0.0 851,452.8 851,452.8
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 200,922,084
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 39981
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:28 DISK116:[10ZAU1.10ZAU70801]VT70801A.;32
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
BEST ESTIMATE (2C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
active Taxes Undiscounted Discounted at 10.000% Profile
Capital Operating
completions Production Ad Valorem Cost Expense Period CUM Period CUM Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
0D VJ RSeq: 2 Clr: 0
12-31-2010 . . . . . . . . . . . . . . 81 81.00 860.0 0.0 70,216.1 922.4 (62,990.2) (62,990.2) (60,547.5) (60,547.5) 8.000 277,834.9
12-31-2011 . . . . . . . . . . . . . . 143 143.00 2,868.3 0.0 23,487.6 2,800.7 638.5 (62,351.7) (342.4) (60,889.9) 12.000 202,248.0
12-31-2012 . . . . . . . . . . . . . . 143 143.00 4,970.9 0.0 5,886.0 3,126.5 36,408.7 (25,943.0) 28,742.7 (32,147.2) 15.000 161,237.0
12-31-2013 . . . . . . . . . . . . . . 143 143.00 8,600.3 0.0 0.0 3,351.6 61,802.4 35,859.4 44,201.8 12,054.6 20.000 111,672.0
12-31-2014 . . . . . . . . . . . . . . 143 143.00 9,983.9 0.0 0.0 3,410.6 67,912.1 103,771.5 44,245.6 56,300.2 25.000 77,246.4
File: VT70801A.;32
12-31-2015 . . . . . . . . . . . . . . 143 143.00 9,164.9 0.0 0.0 3,339.2 64,040.1 167,811.6 37,964.7 94,264.9 30.000 52,379.4
639
12-31-2016 . . . . . . . . . . . . . . 143 143.00 7,592.6 0.0 0.0 3,224.4 56,770.4 224,582.0 30,606.6 124,871.5 35.000 33,882.0
12-31-2017 . . . . . . . . . . . . . . 143 143.00 5,964.2 0.0 0.0 3,107.7 49,271.2 273,853.2 24,150.2 149,021.7 40.000 19,781.3
12-31-2018 . . . . . . . . . . . . . . 143 143.00 5,046.4 0.0 0.0 3,008.3 42,078.9 315,932.1 18,750.2 167,771.9 45.000 8,829.8
12-31-2019 . . . . . . . . . . . . . . 143 143.00 4,347.2 0.0 0.0 2,923.7 35,924.9 351,857.0 14,552.2 182,324.1 50.000 185.1
12-31-2020 . . . . . . . . . . . . . . 143 143.00 3,764.4 0.0 0.0 2,854.5 30,792.6 382,649.6 11,339.0 193,663.1
12-31-2021 . . . . . . . . . . . . . . 143 143.00 3,280.8 0.0 0.0 2,796.6 26,533.5 409,183.1 8,882.6 202,545.7
12-31-2022 . . . . . . . . . . . . . . 143 143.00 2,876.1 0.0 0.0 2,746.3 22,970.3 432,153.4 6,989.6 209,535.3
12-31-2023 . . . . . . . . . . . . . . 143 143.00 2,535.0 0.0 0.0 2,704.3 19,966.1 452,119.5 5,522.5 215,057.8
12-31-2024 . . . . . . . . . . . . . . 143 143.00 2,246.0 0.0 0.0 2,668.7 17,421.5 469,541.0 4,380.8 219,438.6
Subtotal . . . . . . . . . . . . . . . . 74,101.0 0.0 99,589.7 42,985.5 469,541.0 469,541.0 219,438.6 219,438.6
Remaining . . . . . . . . . . . . . . 16,749.9 0.0 0.0 38,089.4 110,396.3 579,937.3 16,954.4 236,393.0
Total of 32.0 yrs . . . . . . . . . . 90,850.9 0.0 99,589.7 81,074.9 579,937.3 579,937.3 236,393.0 236,393.0
Figure 11
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 57115
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:28 DISK116:[10ZAU1.10ZAU70801]VT70801A.;32
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Operating
Active Gross Ultimate Working Revenue Oil/Cond NGL Gas Expense
Compltns Interest Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
0D VJ RSeq: 3 Clr: 0
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
RANIGANJ COAL FIELD
200001 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 01 IB 0 1 0 1,328,872 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200002 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 02 IB 0 1 0 1,069,876 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200003 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 03 IB 0 1 0 1,788,518 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200004 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 04A IB 0 1 0 1,243,984 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200005 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 05 IB 0 1 0 1,066,884 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200006 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 06 IB 0 1 0 1,391,426 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200007 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 07 IB 0 1 0 1,612,161 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
File: VT70801A.;32
200008 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 08 IB 0 1 0 1,729,278 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200009 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 09 IB 0 1 0 1,700,920 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
640
200010 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 10 IB 0 1 0 1,559,016 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200011 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 11 IB 0 1 0 410,374 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.7
200012 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 12 IB 0 1 0 1,029,908 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200013 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 13 IB 0 1 0 1,041,492 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200014 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 14 IB 0 1 0 1,390,564 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
200015 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 15 IB 0 1 0 1,559,507 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
500082 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-1 IB 0 1 0 1,561,499 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500097 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-2 IB 0 1 0 1,483,179 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500115 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-3 IB 0 1 0 1,227,052 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500123 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-4 IB 0 1 0 1,009,211 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500128 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-5 IB 0 1 0 1,939,990 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500130 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-6 IB 0 1 0 1,744,818 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500131 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-7 IB 0 1 0 1,617,030 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500132 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-8 IB 0 1 0 1,353,326 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500133 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-9 IB 0 1 0 985,080 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500001 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-10 IB 0 1 0 1,843,112 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500083 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-11 IB 0 1 0 1,922,366 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500085 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-12 IB 0 1 0 1,887,597 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500086 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-13 IB 0 1 0 1,070,945 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500087 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-14 IB 0 1 0 2,041,404 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
500088 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-15 IB 0 1 0 1,763,619 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500089 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-16 IB 0 1 0 1,105,933 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500090 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-17 IB 0 1 0 1,617,946 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500091 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-18 IB 0 1 0 1,378,852 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500092 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-19 IB 0 1 0 1,065,477 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500098 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-20 IB 0 1 0 895,347 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500106 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-21 IB 0 1 0 1,251,517 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500107 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-22 IB 0 1 0 1,036,359 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500108 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-23 IB 0 1 0 803,636 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500109 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-24 IB 0 1 0 1,257,285 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500110 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-25 IB 0 1 0 978,272 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500111 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-26 IB 0 1 0 814,970 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500112 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-27 IB 0 1 0 861,005 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500113 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-28 IB 0 1 0 720,197 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 4 Clr: 0
RANIGANJ COAL FIELD
200001 . . . . . . . . . . . . . . . . . . . . . . . EDT 01 IB 0 0 1,321,627 0 0 1,255,546 0.0 0.0 5,603.0 5,603.0 0.0 0.0 567.1 5,035.9 2,642.0
200002 . . . . . . . . . . . . . . . . . . . . . . . EDT 02 IB 0 0 1,062,676 0 0 1,009,542 0.0 0.0 4,505.1 4,505.1 0.0 0.0 553.3 3,951.8 2,092.2
200003 . . . . . . . . . . . . . . . . . . . . . . . EDT 03 IB 0 0 1,783,342 0 0 1,694,175 0.0 0.0 7,560.2 7,560.2 0.0 0.0 591.7 6,968.5 3,622.4
200004 . . . . . . . . . . . . . . . . . . . . . . . EDT 04A IB 0 0 1,236,125 0 0 1,174,318 0.0 0.0 5,240.3 5,240.3 0.0 0.0 562.7 4,677.6 2,460.4
200005 . . . . . . . . . . . . . . . . . . . . . . . EDT 05 IB 0 0 1,060,233 0 0 1,007,222 0.0 0.0 4,494.7 4,494.7 0.0 0.0 553.2 3,941.5 2,087.0
200006 . . . . . . . . . . . . . . . . . . . . . . . EDT 06 IB 0 0 1,385,144 0 0 1,315,886 0.0 0.0 5,872.2 5,872.2 0.0 0.0 570.6 5,301.6 2,777.0
200007 . . . . . . . . . . . . . . . . . . . . . . . EDT 07 IB 0 0 1,607,451 0 0 1,527,078 0.0 0.0 6,814.6 6,814.6 0.0 0.0 582.7 6,231.9 3,248.8
200008 . . . . . . . . . . . . . . . . . . . . . . . EDT 08 IB 0 0 1,724,711 0 0 1,638,476 0.0 0.0 7,311.9 7,311.9 0.0 0.0 588.8 6,723.1 3,497.9
File: VT70801A.;32
200009 . . . . . . . . . . . . . . . . . . . . . . . EDT 09 IB 0 0 1,695,396 0 0 1,610,626 0.0 0.0 7,187.3 7,187.3 0.0 0.0 587.0 6,600.3 3,435.4
200010 . . . . . . . . . . . . . . . . . . . . . . . EDT 10 IB 0 0 1,553,706 0 0 1,476,021 0.0 0.0 6,586.9 6,586.9 0.0 0.0 579.5 6,007.4 3,135.0
641
200011 . . . . . . . . . . . . . . . . . . . . . . . EDT 11 IB 0 0 403,728 0 0 383,542 0.0 0.0 1,711.6 1,711.6 0.0 0.0 417.6 1,294.0 734.7
200012 . . . . . . . . . . . . . . . . . . . . . . . EDT 12 IB 0 0 1,028,475 0 0 977,051 0.0 0.0 4,359.9 4,359.9 0.0 0.0 551.7 3,808.2 2,019.6
200013 . . . . . . . . . . . . . . . . . . . . . . . EDT 13 IB 0 0 1,035,804 0 0 984,014 0.0 0.0 4,391.2 4,391.2 0.0 0.0 551.9 3,839.3 2,035.0
200014 . . . . . . . . . . . . . . . . . . . . . . . EDT 14 IB 0 0 1,390,029 0 0 1,320,528 0.0 0.0 5,892.8 5,892.8 0.0 0.0 570.8 5,322.0 2,787.3
200015 . . . . . . . . . . . . . . . . . . . . . . . EDT 15 IB 0 0 1,556,149 0 0 1,478,342 0.0 0.0 6,597.2 6,597.2 0.0 0.0 579.8 6,017.4 3,140.1
500082 . . . . . . . . . . . . . . . . . . . . . . . EDP-1 IB 0 0 1,561,499 0 0 1,483,424 0.0 0.0 6,619.6 6,619.6 0.0 634.8 587.7 5,397.1 2,310.0
500097 . . . . . . . . . . . . . . . . . . . . . . . EDP-2 IB 0 0 1,483,179 0 0 1,409,020 0.0 0.0 6,287.8 6,287.8 0.0 634.8 583.3 5,069.7 2,088.4
500115 . . . . . . . . . . . . . . . . . . . . . . . EDP-3 IB 0 0 1,227,052 0 0 1,165,700 0.0 0.0 5,202.0 5,202.0 0.0 634.8 569.7 3,997.5 1,591.8
500123 . . . . . . . . . . . . . . . . . . . . . . . EDP-4 IB 0 0 1,009,211 0 0 958,750 0.0 0.0 4,278.3 4,278.3 0.0 634.8 558.0 3,085.5 1,165.5
500128 . . . . . . . . . . . . . . . . . . . . . . . EDP-5 IB 0 0 1,939,990 0 0 1,842,991 0.0 0.0 8,224.2 8,224.2 0.0 634.8 608.0 6,981.4 2,913.0
500130 . . . . . . . . . . . . . . . . . . . . . . . EDP-6 IB 0 0 1,744,818 0 0 1,657,577 0.0 0.0 7,396.9 7,396.9 0.0 634.8 597.2 6,164.9 2,551.2
500131 . . . . . . . . . . . . . . . . . . . . . . . EDP-7 IB 0 0 1,617,030 0 0 1,536,178 0.0 0.0 6,855.3 6,855.3 0.0 634.8 590.4 5,630.1 2,311.4
500132 . . . . . . . . . . . . . . . . . . . . . . . EDP-8 IB 0 0 1,353,326 0 0 1,285,659 0.0 0.0 5,737.3 5,737.3 0.0 634.8 576.6 4,525.9 1,816.1
500133 . . . . . . . . . . . . . . . . . . . . . . . EDP-9 IB 0 0 985,080 0 0 935,826 0.0 0.0 4,176.2 4,176.2 0.0 634.8 556.8 2,984.6 1,124.8
500001 . . . . . . . . . . . . . . . . . . . . . . . EDP-10 IB 0 0 1,843,112 0 0 1,750,957 0.0 0.0 7,813.6 7,813.6 0.0 634.8 602.0 6,576.8 3,031.3
500083 . . . . . . . . . . . . . . . . . . . . . . . EDP-11 IB 0 0 1,922,366 0 0 1,826,247 0.0 0.0 8,149.7 8,149.7 0.0 634.8 607.3 6,907.6 3,020.3
500085 . . . . . . . . . . . . . . . . . . . . . . . EDP-12 IB 0 0 1,887,597 0 0 1,793,217 0.0 0.0 8,002.1 8,002.1 0.0 634.8 605.4 6,761.9 2,952.0
500086 . . . . . . . . . . . . . . . . . . . . . . . EDP-13 IB 0 0 1,070,945 0 0 1,017,397 0.0 0.0 4,540.2 4,540.2 0.0 634.8 561.5 3,343.9 1,344.0
500087 . . . . . . . . . . . . . . . . . . . . . . . EDP-14 IB 0 0 2,041,404 0 0 1,939,334 0.0 0.0 8,654.3 8,654.3 0.0 634.8 613.4 7,406.1 3,254.9
500088 . . . . . . . . . . . . . . . . . . . . . . . EDP-15 IB 0 0 1,763,619 0 0 1,675,438 0.0 0.0 7,476.7 7,476.7 0.0 634.8 598.6 6,243.3 2,707.9
500089 . . . . . . . . . . . . . . . . . . . . . . . EDP-16 IB 0 0 1,105,933 0 0 1,050,636 0.0 0.0 4,688.5 4,688.5 0.0 634.8 562.9 3,490.8 1,368.8
500090 . . . . . . . . . . . . . . . . . . . . . . . EDP-17 IB 0 0 1,617,946 0 0 1,537,049 0.0 0.0 6,859.1 6,859.1 0.0 634.8 590.7 5,633.6 2,345.4
500091 . . . . . . . . . . . . . . . . . . . . . . . EDP-18 IB 0 0 1,378,852 0 0 1,309,910 0.0 0.0 5,845.5 5,845.5 0.0 634.8 577.9 4,632.8 1,889.4
500092 . . . . . . . . . . . . . . . . . . . . . . . EDP-19 IB 0 0 1,065,477 0 0 1,012,203 0.0 0.0 4,517.0 4,517.0 0.0 634.8 560.8 3,321.4 1,291.4
500098 . . . . . . . . . . . . . . . . . . . . . . . EDP-20 IB 0 0 895,347 0 0 850,580 0.0 0.0 3,795.7 3,795.7 0.0 634.8 552.1 2,608.8 967.0
500106 . . . . . . . . . . . . . . . . . . . . . . . EDP-21 IB 0 0 1,251,517 0 0 1,188,941 0.0 0.0 5,305.7 5,305.7 0.0 634.8 570.7 4,100.2 1,633.3
500107 . . . . . . . . . . . . . . . . . . . . . . . EDP-22 IB 0 0 1,036,359 0 0 984,541 0.0 0.0 4,393.5 4,393.5 0.0 634.8 559.4 3,199.3 1,226.3
500108 . . . . . . . . . . . . . . . . . . . . . . . EDP-23 IB 0 0 803,636 0 0 763,454 0.0 0.0 3,406.8 3,406.8 0.0 634.8 547.3 2,224.7 785.8
500109 . . . . . . . . . . . . . . . . . . . . . . . EDP-24 IB 0 0 1,257,285 0 0 1,194,421 0.0 0.0 5,329.9 5,329.9 0.0 634.8 571.2 4,123.9 1,644.3
500110 . . . . . . . . . . . . . . . . . . . . . . . EDP-25 IB 0 0 978,272 0 0 929,358 0.0 0.0 4,147.3 4,147.3 0.0 634.8 556.2 2,956.3 1,116.2
500111 . . . . . . . . . . . . . . . . . . . . . . . EDP-26 IB 0 0 814,970 0 0 774,221 0.0 0.0 3,455.0 3,455.0 0.0 634.8 547.6 2,272.6 807.2
500112 . . . . . . . . . . . . . . . . . . . . . . . EDP-27 IB 0 0 861,005 0 0 817,955 0.0 0.0 3,650.3 3,650.3 0.0 634.8 550.0 2,465.5 894.5
500113 . . . . . . . . . . . . . . . . . . . . . . . EDP-28 IB 0 0 720,197 0 0 684,187 0.0 0.0 3,053.2 3,053.2 0.0 634.8 542.4 1,876.0 627.7
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500114 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 IB 0 1 0 746,364 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500116 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 IB 0 1 0 858,252 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500117 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 IB 0 1 0 1,058,929 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
500022 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 IB 0 1 0 1,936,930 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500023 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 IB 0 1 0 1,854,207 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500024 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 IB 0 1 0 1,846,784 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500025 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 IB 0 1 0 1,852,063 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
File: VU70801A.;38
500026 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 IB 0 1 0 1,878,978 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500027 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 IB 0 1 0 1,937,962 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
642
500271 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 IB 0 1 0 1,995,325 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500122 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 IB 0 1 0 2,058,809 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
500124 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 IB 0 1 0 1,993,809 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500125 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 IB 0 1 0 1,854,854 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500126 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 IB 0 1 0 1,603,758 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500127 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 IB 0 1 0 1,309,180 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500475 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 IB 0 1 0 988,503 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500028 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 IB 0 1 0 1,730,569 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500029 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 IB 0 1 0 1,757,189 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500030 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 IB 0 1 0 1,750,588 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500031 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 IB 0 1 0 1,783,840 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500032 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 IB 0 1 0 1,861,075 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500272 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 IB 0 1 0 1,980,110 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500273 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 IB 0 1 0 2,120,810 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500274 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 IB 0 1 0 2,162,591 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500275 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 IB 0 1 0 2,127,521 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500129 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 IB 0 1 0 1,849,417 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500276 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 IB 0 1 0 2,257,210 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500277 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 IB 0 1 0 2,073,537 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500278 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 IB 0 1 0 1,853,319 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500476 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 IB 0 1 0 1,587,014 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500477 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 IB 0 1 0 1,303,800 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500478 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 IB 0 1 0 1,102,255 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500033 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 IB 0 1 0 1,701,156 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.4
500034 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 IB 0 1 0 1,744,806 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
500035 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 IB 0 1 0 1,810,965 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
500279 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 IB 0 1 0 1,939,814 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500280 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 IB 0 1 0 2,093,112 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500281 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 IB 0 1 0 2,238,768 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500282 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 IB 0 1 0 2,300,926 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500284 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 IB 0 1 0 2,079,518 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500285 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 IB 0 1 0 1,883,511 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500286 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 IB 0 1 0 1,665,430 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500036 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 IB 0 1 0 1,749,317 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 2 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500114 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 IB 0 0 746,364 0 0 709,046 0.0 0.0 3,164.2 3,164.2 0.0 634.8 543.6 1,985.8 677.4
500116 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 IB 0 0 858,252 0 0 815,339 0.0 0.0 3,638.4 3,638.4 0.0 634.8 549.8 2,453.8 894.0
500117 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 IB 0 0 1,058,929 0 0 1,005,983 0.0 0.0 4,489.2 4,489.2 0.0 634.8 560.5 3,293.9 1,273.4
500022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 IB 0 0 1,936,930 0 0 1,840,084 0.0 0.0 8,211.2 8,211.2 0.0 634.8 607.5 6,968.9 3,152.6
500023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 IB 0 0 1,854,207 0 0 1,761,497 0.0 0.0 7,860.8 7,860.8 0.0 634.8 602.9 6,623.1 2,984.7
500024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 IB 0 0 1,846,784 0 0 1,754,445 0.0 0.0 7,829.2 7,829.2 0.0 634.8 602.5 6,591.9 2,969.7
500025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 IB 0 0 1,852,063 0 0 1,759,460 0.0 0.0 7,851.6 7,851.6 0.0 634.8 602.7 6,614.1 2,980.3
500026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 IB 0 0 1,878,978 0 0 1,785,029 0.0 0.0 7,965.9 7,965.9 0.0 634.8 604.2 6,726.9 3,035.0
File: VU70801A.;38
500027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 IB 0 0 1,937,962 0 0 1,841,064 0.0 0.0 8,215.9 8,215.9 0.0 634.8 607.5 6,973.6 3,154.7
500271 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 IB 0 0 1,995,325 0 0 1,895,558 0.0 0.0 8,458.9 8,458.9 0.0 634.8 610.4 7,213.7 2,994.2
643
500122 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 IB 0 0 2,058,809 0 0 1,955,869 0.0 0.0 8,728.3 8,728.3 0.0 634.8 614.3 7,479.2 3,136.2
500124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 IB 0 0 1,993,809 0 0 1,894,119 0.0 0.0 8,452.5 8,452.5 0.0 634.8 610.9 7,206.8 3,014.0
500125 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 IB 0 0 1,854,854 0 0 1,762,111 0.0 0.0 7,863.5 7,863.5 0.0 634.8 603.7 6,625.0 2,753.4
500126 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 IB 0 0 1,603,758 0 0 1,523,570 0.0 0.0 6,798.8 6,798.8 0.0 634.8 590.1 5,573.9 2,281.6
500127 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 IB 0 0 1,309,180 0 0 1,243,721 0.0 0.0 5,550.1 5,550.1 0.0 634.8 574.0 4,341.3 1,728.6
500475 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 IB 0 0 988,503 0 0 939,078 0.0 0.0 4,190.8 4,190.8 0.0 634.8 556.7 2,999.3 1,135.9
500028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 IB 0 0 1,730,569 0 0 1,644,040 0.0 0.0 7,336.5 7,336.5 0.0 634.8 596.2 6,105.5 2,733.8
500029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 IB 0 0 1,757,189 0 0 1,669,329 0.0 0.0 7,449.3 7,449.3 0.0 634.8 597.9 6,216.6 2,788.2
500030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 IB 0 0 1,750,588 0 0 1,663,059 0.0 0.0 7,421.3 7,421.3 0.0 634.8 597.6 6,188.9 2,774.5
500031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 IB 0 0 1,783,840 0 0 1,694,648 0.0 0.0 7,562.5 7,562.5 0.0 634.8 599.2 6,328.5 2,842.0
500032 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 IB 0 0 1,861,075 0 0 1,768,022 0.0 0.0 7,889.8 7,889.8 0.0 634.8 603.4 6,651.6 3,003.6
500272 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 IB 0 0 1,980,110 0 0 1,881,105 0.0 0.0 8,394.3 8,394.3 0.0 634.8 609.8 7,149.7 2,965.6
500273 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 IB 0 0 2,120,810 0 0 2,014,770 0.0 0.0 8,990.8 8,990.8 0.0 634.8 617.2 7,738.8 3,228.1
500274 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 IB 0 0 2,162,591 0 0 2,054,461 0.0 0.0 9,168.1 9,168.1 0.0 634.8 619.1 7,914.2 3,305.7
500275 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 IB 0 0 2,127,521 0 0 2,021,145 0.0 0.0 9,019.6 9,019.6 0.0 634.8 617.4 7,767.4 3,240.4
500129 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 IB 0 0 1,849,417 0 0 1,756,947 0.0 0.0 7,840.3 7,840.3 0.0 634.8 603.4 6,602.1 2,742.9
500276 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 IB 0 0 2,257,210 0 0 2,144,350 0.0 0.0 9,568.9 9,568.9 0.0 634.8 624.0 8,310.1 3,482.1
500277 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 IB 0 0 2,073,537 0 0 1,969,861 0.0 0.0 8,790.4 8,790.4 0.0 634.8 614.9 7,540.7 3,139.7
500278 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 IB 0 0 1,853,319 0 0 1,760,653 0.0 0.0 7,856.9 7,856.9 0.0 634.8 602.8 6,619.3 2,734.1
500476 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 IB 0 0 1,587,014 0 0 1,507,663 0.0 0.0 6,728.0 6,728.0 0.0 634.8 588.8 5,504.4 2,255.4
500477 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 IB 0 0 1,303,800 0 0 1,238,610 0.0 0.0 5,527.5 5,527.5 0.0 634.8 573.6 4,319.1 1,725.8
500478 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 IB 0 0 1,102,255 0 0 1,047,142 0.0 0.0 4,672.9 4,672.9 0.0 634.8 562.8 3,475.3 1,348.8
500033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 IB 0 0 1,701,156 0 0 1,616,098 0.0 0.0 7,211.7 7,211.7 0.0 634.8 594.8 5,982.1 2,679.1
500034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 IB 0 0 1,744,806 0 0 1,657,566 0.0 0.0 7,396.9 7,396.9 0.0 634.8 597.1 6,165.0 2,740.8
500035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 IB 0 0 1,810,965 0 0 1,720,417 0.0 0.0 7,677.4 7,677.4 0.0 634.8 600.6 6,442.0 2,874.0
500279 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 IB 0 0 1,939,814 0 0 1,842,823 0.0 0.0 8,223.6 8,223.6 0.0 634.8 607.4 6,981.4 2,895.1
500280 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 IB 0 0 2,093,112 0 0 1,988,456 0.0 0.0 8,873.6 8,873.6 0.0 634.8 615.8 7,623.0 3,180.8
500281 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 IB 0 0 2,238,768 0 0 2,126,830 0.0 0.0 9,490.9 9,490.9 0.0 634.8 623.2 8,232.9 3,452.4
500282 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 IB 0 0 2,300,926 0 0 2,185,880 0.0 0.0 9,754.6 9,754.6 0.0 634.8 626.7 8,493.1 3,568.1
500284 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 IB 0 0 2,079,518 0 0 1,975,542 0.0 0.0 8,815.8 8,815.8 0.0 634.8 615.0 7,566.0 3,155.4
500285 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 IB 0 0 1,883,511 0 0 1,789,336 0.0 0.0 7,985.0 7,985.0 0.0 634.8 604.4 6,745.8 2,790.3
500286 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 IB 0 0 1,665,430 0 0 1,582,158 0.0 0.0 7,060.2 7,060.2 0.0 634.8 592.9 5,832.5 2,384.0
500036 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 IB 0 0 1,749,317 0 0 1,661,851 0.0 0.0 7,416.1 7,416.1 0.0 634.8 597.2 6,184.1 2,750.2
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 3 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500037 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 IB 0 1 0 1,866,920 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
500287 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 IB 0 1 0 2,024,727 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500485 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 IB 0 1 0 1,939,141 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500084 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 IB 0 1 0 796,347 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500325 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 IB 0 1 0 726,747 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500326 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 IB 0 1 0 542,194 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.2
500327 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 IB 0 1 0 718,019 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
File: VU70801A.;38
500002 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 IB 0 1 0 1,584,059 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500003 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 IB 0 1 0 1,584,637 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
644
500004 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 IB 0 1 0 1,539,054 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500005 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 IB 0 1 0 1,601,558 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500006 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 IB 0 1 0 1,686,759 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500093 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 IB 0 1 0 431,863 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.9
500094 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 IB 0 1 0 691,919 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
500095 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 IB 0 1 0 433,200 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 25.9
500096 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 IB 0 1 0 260,233 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 20.9
500099 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 IB 0 1 0 310,032 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 21.9
500100 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 IB 0 1 0 531,279 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.9
500101 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 IB 0 1 0 269,916 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 20.9
500102 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 IB 0 1 0 368,592 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 23.9
500103 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 IB 0 1 0 403,130 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 24.9
500104 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 IB 0 1 0 473,684 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.9
500105 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 IB 0 1 0 491,554 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.0
500008 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 IB 0 1 0 1,517,552 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500009 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 IB 0 1 0 1,631,211 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500010 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 IB 0 1 0 1,480,701 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500011 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 IB 0 1 0 1,570,208 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.2
500012 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 IB 0 1 0 1,707,595 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500013 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 IB 0 1 0 1,470,420 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500014 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 IB 0 1 0 1,520,571 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500015 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 IB 0 1 0 1,645,867 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500016 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 IB 0 1 0 1,497,603 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500017 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 IB 0 1 0 1,590,291 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500018 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 IB 0 1 0 1,746,312 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500019 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 IB 0 1 0 1,554,766 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500020 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 IB 0 1 0 1,683,561 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500262 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 IB 0 1 0 1,883,624 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
500021 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 IB 0 1 0 1,632,428 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.3
500395 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 IB 0 1 0 1,790,978 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500353 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 IB 0 1 0 1,175,339 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500118 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 IB 0 1 0 490,484 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.0
500119 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 IB 0 1 0 609,237 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.0
500120 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 IB 0 1 0 545,891 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 IB 0 0 1,866,920 0 0 1,773,574 0.0 0.0 7,914.4 7,914.4 0.0 634.8 603.5 6,676.1 2,986.8
500287 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 IB 0 0 2,024,727 0 0 1,923,491 0.0 0.0 8,583.5 8,583.5 0.0 634.8 612.1 7,336.6 3,024.6
500485 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 IB 0 0 1,939,141 0 0 1,842,184 0.0 0.0 8,220.8 8,220.8 0.0 634.8 607.6 6,978.4 2,871.0
500084 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 IB 0 0 796,347 0 0 756,529 0.0 0.0 3,376.2 3,376.2 0.0 634.8 546.3 2,195.1 803.4
500325 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 IB 0 0 726,747 0 0 690,410 0.0 0.0 3,080.9 3,080.9 0.0 634.8 542.5 1,903.6 641.9
500326 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 IB 0 0 542,194 0 0 515,085 0.0 0.0 2,298.4 2,298.4 0.0 634.8 482.4 1,181.2 316.3
500327 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 IB 0 0 718,019 0 0 682,118 0.0 0.0 3,044.0 3,044.0 0.0 634.8 542.2 1,867.0 625.4
File: VV70801A.;31
500002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 IB 0 0 1,584,059 0 0 1,504,856 0.0 0.0 6,715.2 6,715.2 0.0 634.8 588.4 5,492.0 2,492.8
500003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 IB 0 0 1,584,637 0 0 1,505,405 0.0 0.0 6,717.8 6,717.8 0.0 634.8 588.7 5,494.3 2,469.4
645
500004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 IB 0 0 1,539,054 0 0 1,462,102 0.0 0.0 6,524.6 6,524.6 0.0 634.8 586.2 5,303.6 2,375.3
500005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 IB 0 0 1,601,558 0 0 1,521,480 0.0 0.0 6,789.5 6,789.5 0.0 634.8 589.4 5,565.3 2,504.2
500006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 IB 0 0 1,686,759 0 0 1,602,421 0.0 0.0 7,150.8 7,150.8 0.0 634.8 593.9 5,922.1 2,679.9
500093 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 IB 0 0 431,863 0 0 410,270 0.0 0.0 1,830.8 1,830.8 0.0 634.8 443.1 752.9 113.7
500094 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 IB 0 0 691,919 0 0 657,323 0.0 0.0 2,933.3 2,933.3 0.0 634.8 540.9 1,757.6 579.0
500095 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 IB 0 0 433,200 0 0 411,540 0.0 0.0 1,836.7 1,836.7 0.0 634.8 443.1 758.8 116.7
500096 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 IB 0 0 260,233 0 0 247,221 0.0 0.0 1,103.3 1,103.3 0.0 634.8 349.9 118.6 (190.9)
500099 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 IB 0 0 310,032 0 0 294,531 0.0 0.0 1,314.3 1,314.3 0.0 634.8 369.3 310.2 (97.2)
500100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 IB 0 0 531,279 0 0 504,715 0.0 0.0 2,252.5 2,252.5 0.0 634.8 481.7 1,136.0 297.7
500101 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 IB 0 0 269,916 0 0 256,420 0.0 0.0 1,144.2 1,144.2 0.0 634.8 350.4 159.0 (166.5)
500102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 IB 0 0 368,592 0 0 350,162 0.0 0.0 1,562.6 1,562.6 0.0 634.8 406.1 521.7 9.0
500103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 IB 0 0 403,130 0 0 382,974 0.0 0.0 1,709.0 1,709.0 0.0 634.8 424.5 649.7 69.8
500104 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 IB 0 0 473,684 0 0 450,000 0.0 0.0 2,007.8 2,007.8 0.0 634.8 462.0 911.0 192.8
500105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 IB 0 0 491,554 0 0 466,976 0.0 0.0 2,083.9 2,083.9 0.0 634.8 463.0 986.1 221.4
500008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 IB 0 0 1,517,552 0 0 1,441,674 0.0 0.0 6,433.5 6,433.5 0.0 634.8 585.1 5,213.6 2,330.9
500009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 IB 0 0 1,631,211 0 0 1,549,650 0.0 0.0 6,915.1 6,915.1 0.0 634.8 590.9 5,689.4 2,572.9
500010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 IB 0 0 1,480,701 0 0 1,406,666 0.0 0.0 6,277.4 6,277.4 0.0 634.8 583.1 5,059.5 2,262.7
500011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 IB 0 0 1,570,208 0 0 1,491,697 0.0 0.0 6,656.5 6,656.5 0.0 634.8 587.9 5,433.8 2,447.3
500012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 IB 0 0 1,707,595 0 0 1,622,215 0.0 0.0 7,239.0 7,239.0 0.0 634.8 595.2 6,009.0 2,703.8
500013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 IB 0 0 1,470,420 0 0 1,396,899 0.0 0.0 6,233.4 6,233.4 0.0 634.8 582.3 5,016.3 2,218.9
500014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 IB 0 0 1,520,571 0 0 1,444,543 0.0 0.0 6,446.4 6,446.4 0.0 634.8 585.4 5,226.2 2,321.4
500015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 IB 0 0 1,645,867 0 0 1,563,574 0.0 0.0 6,977.4 6,977.4 0.0 634.8 591.7 5,750.9 2,582.7
500016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 IB 0 0 1,497,603 0 0 1,422,723 0.0 0.0 6,349.0 6,349.0 0.0 634.8 584.1 5,130.1 2,279.5
500017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 IB 0 0 1,590,291 0 0 1,510,776 0.0 0.0 6,742.0 6,742.0 0.0 634.8 588.8 5,518.4 2,468.9
500018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 IB 0 0 1,746,312 0 0 1,658,997 0.0 0.0 7,403.3 7,403.3 0.0 634.8 596.9 6,171.6 2,787.6
500019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 IB 0 0 1,554,766 0 0 1,477,027 0.0 0.0 6,591.1 6,591.1 0.0 634.8 587.0 5,369.3 2,396.2
500020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 IB 0 0 1,683,561 0 0 1,599,383 0.0 0.0 7,137.3 7,137.3 0.0 634.8 593.9 5,908.6 2,664.5
500262 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 IB 0 0 1,883,624 0 0 1,789,442 0.0 0.0 7,985.5 7,985.5 0.0 634.8 604.4 6,746.3 2,785.9
500021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 IB 0 0 1,632,428 0 0 1,550,806 0.0 0.0 6,920.6 6,920.6 0.0 634.8 591.1 5,694.7 2,560.1
500395 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 IB 0 0 1,790,978 0 0 1,701,429 0.0 0.0 7,592.6 7,592.6 0.0 634.8 600.1 6,357.7 2,552.0
500353 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 IB 0 0 1,175,339 0 0 1,116,572 0.0 0.0 4,982.7 4,982.7 0.0 634.8 566.6 3,781.3 1,481.0
500118 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 IB 0 0 490,484 0 0 465,959 0.0 0.0 2,079.3 2,079.3 0.0 634.8 462.9 981.6 224.0
500119 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 IB 0 0 609,237 0 0 578,775 0.0 0.0 2,582.8 2,582.8 0.0 634.8 502.9 1,445.1 437.0
500120 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 IB 0 0 545,891 0 0 518,596 0.0 0.0 2,314.2 2,314.2 0.0 634.8 482.7 1,196.7 323.2
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross
Operating
0D VJ RSeq: 2 Clr: 0
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500121 . . . . . . . . EDP-387 IB 0 1 0 716,930 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
File: VV70801A.;31
500356 . . . . . . . . EDP-388 IB 0 1 0 475,742 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 26.2
646
500357 . . . . . . . . EDP-389 IB 0 1 0 573,511 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.2
500359 . . . . . . . . EDP-391 IB 0 1 0 491,641 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 27.2
500473 . . . . . . . . EDP-405 IB 0 1 0 853,700 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
500075 . . . . . . . . EDP-U75 IB 0 1 0 1,481,016 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
500076 . . . . . . . . EDP-U76 IB 0 1 0 1,502,774 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.5
500077 . . . . . . . . EDP-U77 IB 0 1 0 1,542,653 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500078 . . . . . . . . EDP-U79 IB 0 1 0 1,842,056 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500079 . . . . . . . . EDP-U80 IB 0 1 0 1,798,183 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500080 . . . . . . . . EDP-U81 IB 0 1 0 1,815,446 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500081 . . . . . . . . EDP-U82 IB 0 1 0 1,898,816 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
500171 . . . . . . . . EDP-U83 IB 0 1 0 1,914,537 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
500172 . . . . . . . . EDP-U85 IB 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 0.0
500173 . . . . . . . . EDP-U86 IB 0 1 0 552,197 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 28.1
201000 . . . . . . . . FAC CAP 2C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 10.0
202000 . . . . . . . . PLP & Royalty 2C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 32.0
Field Total . . . . . . . . . . . . . . . . . . . . 0 143 0 200,922,084
Total . . . . . . . . . . . . . . . . . . . . . . . . 0 143 0 200,922,084
Total All Leases . . . . . . . . . . . . . . . . 0 143 0 200,922,084
28MAR201011030852
7080DM/0D Foot:
RESOURCES AND ECONOMICS
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
BEST ESTIMATE (2C) CONTINGENT RESOURCES
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
0D VJ RSeq: 3 Clr: 0
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
500121 . . . . . . EDP-387 IB 0 0 716,930 0 0 681,084 0.0 0.0 3,039.6 3,039.6 0.0 634.8 542.4 1,862.4 616.8
500356 . . . . . . EDP-388 IB 0 0 475,742 0 0 451,955 0.0 0.0 2,016.9 2,016.9 0.0 634.8 445.8 936.3 204.6
File: VV70801A.;31
500357 . . . . . . EDP-389 IB 0 0 573,511 0 0 544,836 0.0 0.0 2,431.3 2,431.3 0.0 634.8 484.2 1,312.3 375.8
647
500359 . . . . . . EDP-391 IB 0 0 491,641 0 0 467,059 0.0 0.0 2,084.2 2,084.2 0.0 634.8 463.1 986.3 231.9
500473 . . . . . . EDP-405 IB 0 0 853,700 0 0 811,015 0.0 0.0 3,619.1 3,619.1 0.0 634.8 549.5 2,434.8 883.7
500075 . . . . . . EDP-U75 IB 0 0 1,481,016 0 0 1,406,966 0.0 0.0 6,278.6 6,278.6 0.0 634.8 583.0 5,060.8 2,210.1
500076 . . . . . . EDP-U76 IB 0 0 1,502,774 0 0 1,427,635 0.0 0.0 6,370.8 6,370.8 0.0 634.8 584.0 5,152.0 2,253.7
500077 . . . . . . EDP-U77 IB 0 0 1,542,653 0 0 1,465,521 0.0 0.0 6,539.9 6,539.9 0.0 634.8 586.3 5,318.8 2,310.7
500078 . . . . . . EDP-U79 IB 0 0 1,842,056 0 0 1,749,953 0.0 0.0 7,809.1 7,809.1 0.0 634.8 602.3 6,572.0 2,908.6
500079 . . . . . . EDP-U80 IB 0 0 1,798,183 0 0 1,708,274 0.0 0.0 7,623.4 7,623.4 0.0 634.8 600.0 6,388.6 2,821.0
500080 . . . . . . EDP-U81 IB 0 0 1,815,446 0 0 1,724,674 0.0 0.0 7,696.2 7,696.2 0.0 634.8 600.8 6,460.6 2,855.6
500081 . . . . . . EDP-U82 IB 0 0 1,898,816 0 0 1,803,875 0.0 0.0 8,049.8 8,049.8 0.0 634.8 605.4 6,809.6 3,026.6
500171 . . . . . . EDP-U83 IB 0 0 1,914,537 0 0 1,818,810 0.0 0.0 8,116.5 8,116.5 0.0 634.8 606.8 6,874.9 2,869.9
500172 . . . . . . EDP-U85 IB 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
500173 . . . . . . EDP-U86 IB 0 0 552,197 0 0 524,587 0.0 0.0 2,341.0 2,341.0 0.0 634.8 483.1 1,223.1 332.9
201000 . . . . . . FAC CAP 2C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 18,335.3 0.0 (18,335.3) (16,889.1)
202000 . . . . . . PLP & Royalty 2C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 90,850.9 0.0 0.0 (90,850.9) (43,398.1)
Field Total . . . . . . . . . . . . . . . . . . 0 0 200,843,900 0 0 190,801,707 0.0 0.0 851,452.8 851,452.8 90,850.9 90,850.9 81,074.9 579,937.3 236,393.0
Total . . . . . . . . . . . . . . . . . . . . . . 0 0 200,843,900 0 0 190,801,707 0.0 0.0 851,452.8 851,452.8 90,850.9 90,850.9 81,074.9 579,937.3 236,393.0
Total All Leases . . . . . . . . . . . . . . 0 0 200,843,900 0 0 190,801,707 0.0 0.0 851,452.8 851,452.8 90,850.9 90,850.9 81,074.9 579,937.3 236,393.0
28MAR201011030852
7080DM/0D Foot:
SUMMARY PROJECTION OF RESOURCES AND CASH FLOW
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
HIGH ESTIMATE (3C) CONTINGENT RESOURCES
0D VJ RSeq: 1 Clr: 0
Gross Resources Net Resources Average Prices Gross Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Oil NGL Gas Total
Period Ending m-d-y BBL BBL MCF BBL BBL MCF $/BBL $/BBL $/MCF M$ M$ M$ M$
12-31-2010 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 3,746,139 0 0 3,558,834 0.000 0.000 4.463 0.0 0.0 15,881.5 15,881.5
12-31-2011 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 13,064,491 0 0 12,411,266 0.000 0.000 4.462 0.0 0.0 55,385.3 55,385.3
File: VW70801A.;32
12-31-2012 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 21,898,155 0 0 20,803,247 0.000 0.000 4.462 0.0 0.0 92,834.4 92,834.4
648
12-31-2013 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 32,433,838 0 0 30,812,148 0.000 0.000 4.462 0.0 0.0 137,498.8 137,498.8
12-31-2014 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 35,975,319 0 0 34,176,554 0.000 0.000 4.462 0.0 0.0 152,512.9 152,512.9
12-31-2015 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 33,950,744 0 0 32,253,206 0.000 0.000 4.463 0.0 0.0 143,929.9 143,929.9
12-31-2016 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 30,011,786 0 0 28,511,195 0.000 0.000 4.463 0.0 0.0 127,231.0 127,231.0
12-31-2017 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 25,918,954 0 0 24,623,009 0.000 0.000 4.463 0.0 0.0 109,880.1 109,880.1
12-31-2018 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 22,275,085 0 0 21,161,329 0.000 0.000 4.463 0.0 0.0 94,432.3 94,432.3
12-31-2019 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 19,193,365 0 0 18,233,693 0.000 0.000 4.462 0.0 0.0 81,368.8 81,368.8
12-31-2020 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 16,621,330 0 0 15,790,262 0.000 0.000 4.463 0.0 0.0 70,464.3 70,464.3
12-31-2021 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 14,486,618 0 0 13,762,285 0.000 0.000 4.462 0.0 0.0 61,414.6 61,414.6
12-31-2022 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 12,699,411 0 0 12,064,444 0.000 0.000 4.463 0.0 0.0 53,837.4 53,837.4
12-31-2023 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 11,192,677 0 0 10,633,033 0.000 0.000 4.463 0.0 0.0 47,449.5 47,449.5
12-31-2024 . . . . . . . . . . . . . . . . . . . . . . . . 0 0 9,916,326 0 0 9,420,519 0.000 0.000 4.463 0.0 0.0 42,038.5 42,038.5
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 303,384,238 0 0 288,215,024 0.000 0.000 4.463 0.0 0.0 1,286,159.3 1,286,159.3
Remaining . . . . . . . . . . . . . . . . . . . . . . . . 0 0 73,835,259 0 0 70,143,494 0.000 0.000 4.463 0.0 0.0 313,015.3 313,015.3
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 377,219,497 0 0 358,358,518 0.000 0.000 4.463 0.0 0.0 1,599,174.6 1,599,174.6
Cum Prod . . . . . . . . . . . . . . . . . . . . . . . . . 0 78,184
Ultimate . . . . . . . . . . . . . . . . . . . . . . . . . . 0 377,297,681
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 57063
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VW70801A.;32
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
7080DM/0D Foot:
28MAR201011030852
HIGH ESTIMATE (3C) CONTINGENT RESOURCES
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
active Taxes Undiscounted Discounted at 10.000% Profile
Capital Operating
completions Production Ad Valorem Cost Expense Period CUM Period CUM Disc Rate Cash Flow
Period Ending m-d-y Gross Net M$ M$ M$ M$ M$ M$ M$ M$ % M$
0D VJ RSeq: 2 Clr: 0
12-31-2010 . . . . . . . . . . . 81 81.00 1,510.3 0.0 79,383.8 1,056.7 (66,069.3) (66,069.3) (63,495.0) (63,495.0) 8.000 591,697.8
12-31-2011 . . . . . . . . . . . 144 144.00 5,321.1 0.0 30,008.4 3,275.6 16,780.2 (49,289.1) 13,743.7 (49,751.3) 12.000 445,247.1
12-31-2012 . . . . . . . . . . . 144 144.00 11,819.0 0.0 0.0 3,759.9 77,255.5 27,966.4 60,622.2 10,870.9 15.000 366,296.0
12-31-2013 . . . . . . . . . . . 144 144.00 21,575.7 0.0 0.0 4,192.4 111,730.7 139,697.1 79,917.6 90,788.5 20.000 271,194.9
12-31-2014 . . . . . . . . . . . 144 144.00 25,330.7 0.0 0.0 4,312.2 122,870.0 262,567.1 80,050.7 170,839.2 25.000 205,184.3
File: VW70801A.;32
12-31-2015 . . . . . . . . . . . 144 144.00 23,225.0 0.0 0.0 4,180.9 116,524.0 379,091.1 69,076.7 239,915.9 30.000 157,414.1
649
12-31-2016 . . . . . . . . . . . 144 144.00 19,438.0 0.0 0.0 3,966.2 103,826.8 482,917.9 55,972.6 295,888.5 35.000 121,713.2
12-31-2017 . . . . . . . . . . . 144 144.00 15,626.5 0.0 0.0 3,749.3 90,504.3 573,422.2 44,358.1 340,246.6 40.000 94,345.4
12-31-2018 . . . . . . . . . . . 144 144.00 12,517.9 0.0 0.0 3,561.4 78,353.0 651,775.2 34,912.4 375,159.0 45.000 72,921.2
12-31-2019 . . . . . . . . . . . 144 144.00 10,000.1 0.0 0.0 3,399.8 67,968.9 719,744.1 27,529.2 402,688.2 50.000 55,863.4
12-31-2020 . . . . . . . . . . . 144 144.00 8,079.6 0.0 0.0 3,267.9 59,116.8 778,860.9 21,765.9 424,454.1
12-31-2021 . . . . . . . . . . . 144 144.00 6,486.1 0.0 0.0 3,158.5 51,770.0 830,630.9 17,327.0 441,781.1
12-31-2022 . . . . . . . . . . . 144 144.00 5,409.2 0.0 0.0 3,067.9 45,360.3 875,991.2 13,801.5 455,582.6
12-31-2023 . . . . . . . . . . . 144 144.00 4,766.6 0.0 0.0 2,991.9 39,691.0 915,682.2 10,978.2 466,560.8
12-31-2024 . . . . . . . . . . . 144 144.00 4,222.3 0.0 0.0 2,927.2 34,889.0 950,571.2 8,772.6 475,333.4
Subtotal . . . . . . . . . . . . 175,328.1 0.0 109,392.2 50,867.8 950,571.2 950,571.2 475,333.4 475,333.4
Remaining . . . . . . . . . . . 31,453.2 0.0 0.0 41,746.8 239,815.3 1,190,386.5 35,920.2 511,253.6
Total of 32.0 yrs . . . . . . . 206,781.3 0.0 109,392.2 92,614.6 1,190,386.5 1,190,386.5 511,253.6 511,253.6
Figure 12
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 32396
mrll_0909.fmt Free:
MERRILL CORPORATION JDICKSO//30-APR-10 12:30 DISK116:[10ZAU1.10ZAU70801]VW70801A.;32
Project Goliath Prospectus
Page Dim: 8.250 X 11.750 Copy Dim: 38. X 62.
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Operating
Active Gross Ultimate Working Revenue Oil/Cond NGL Gas Expense
Compltns Interest Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
0D VJ RSeq: 3 Clr: 0
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
RANIGANJ COAL FIELD
300001 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 01 IH 0 1 0 3,036,483 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300002 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 02 IH 0 1 0 2,474,563 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300003 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 03 IH 0 1 0 3,303,137 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300004 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 04A IH 0 1 0 3,061,527 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300005 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 05 IH 0 1 0 2,498,444 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300006 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 06 IH 0 1 0 2,437,001 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300007 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 07 IH 0 1 0 2,985,089 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
File: VW70801A.;32
300008 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 08 IH 0 1 0 2,765,082 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300009 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 09 IH 0 1 0 3,034,762 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
650
300010 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 10 IH 0 1 0 2,357,855 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300011 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 11 IH 0 1 0 724,869 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
300012 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 12 IH 0 1 0 2,190,302 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300013 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 13 IH 0 1 0 1,683,984 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 29.7
300014 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 14 IH 0 1 0 2,541,186 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
300015 . . . . . . . . . . . . . . . . . . . . . . . . . . EDT 15 IH 0 1 0 2,910,449 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 29.7
600082 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-1 IH 0 1 0 2,998,748 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600097 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-2 IH 0 1 0 2,837,388 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600115 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-3 IH 0 1 0 2,136,875 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600123 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-4 IH 0 1 0 1,899,843 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
600128 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-5 IH 0 1 0 3,084,663 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600130 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-6 IH 0 1 0 3,326,649 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600131 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-7 IH 0 1 0 2,806,307 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600132 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-8 IH 0 1 0 2,049,939 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600133 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-9 IH 0 1 0 2,735,933 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600001 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-10 IH 0 1 0 2,977,880 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600083 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-11 IH 0 1 0 3,437,766 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600085 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-12 IH 0 1 0 3,273,458 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600086 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-13 IH 0 1 0 2,804,053 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600087 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-14 IH 0 1 0 3,639,467 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600088 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-15 IH 0 1 0 3,222,825 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600089 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-16 IH 0 1 0 2,600,225 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600090 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-17 IH 0 1 0 3,195,795 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600091 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-18 IH 0 1 0 2,840,937 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600092 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-19 IH 0 1 0 2,439,858 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600098 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-20 IH 0 1 0 2,261,281 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600106 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-21 IH 0 1 0 2,611,888 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600107 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-22 IH 0 1 0 2,323,696 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600108 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-23 IH 0 1 0 2,049,168 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600109 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-24 IH 0 1 0 2,509,808 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600110 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-25 IH 0 1 0 1,992,199 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
600111 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-26 IH 0 1 0 2,020,375 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
600112 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-27 IH 0 1 0 2,431,875 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600113 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-28 IH 0 1 0 2,435,540 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 4 Clr: 0
RANIGANJ COAL FIELD
300001 . . . . . . . . . . . . . . . . . . . . . EDT 01 IH 0 0 3,029,238 0 0 2,877,776 0.0 0.0 12,842.0 12,842.0 0.0 0.0 658.1 12,183.9 6,268.0
300002 . . . . . . . . . . . . . . . . . . . . . EDT 02 IH 0 0 2,467,363 0 0 2,343,995 0.0 0.0 10,460.0 10,460.0 0.0 0.0 628.0 9,832.0 5,074.8
300003 . . . . . . . . . . . . . . . . . . . . . EDT 03 IH 0 0 3,297,961 0 0 3,133,063 0.0 0.0 13,981.2 13,981.2 0.0 0.0 672.4 13,308.8 6,838.8
300004 . . . . . . . . . . . . . . . . . . . . . EDT 04A IH 0 0 3,053,668 0 0 2,900,984 0.0 0.0 12,945.8 12,945.8 0.0 0.0 659.3 12,286.5 6,320.2
300005 . . . . . . . . . . . . . . . . . . . . . EDT 05 IH 0 0 2,491,793 0 0 2,367,203 0.0 0.0 10,563.7 10,563.7 0.0 0.0 629.4 9,934.3 5,126.9
300006 . . . . . . . . . . . . . . . . . . . . . EDT 06 IH 0 0 2,430,719 0 0 2,309,183 0.0 0.0 10,304.7 10,304.7 0.0 0.0 626.2 9,678.5 4,997.3
300007 . . . . . . . . . . . . . . . . . . . . . EDT 07 IH 0 0 2,980,379 0 0 2,831,361 0.0 0.0 12,635.0 12,635.0 0.0 0.0 655.3 11,979.7 6,164.3
300008 . . . . . . . . . . . . . . . . . . . . . EDT 08 IH 0 0 2,760,515 0 0 2,622,490 0.0 0.0 11,703.0 11,703.0 0.0 0.0 643.9 11,059.1 5,697.7
File: VW70801A.;32
300009 . . . . . . . . . . . . . . . . . . . . . EDT 09 IH 0 0 3,029,238 0 0 2,877,776 0.0 0.0 12,842.0 12,842.0 0.0 0.0 658.1 12,183.9 6,268.0
300010 . . . . . . . . . . . . . . . . . . . . . EDT 10 IH 0 0 2,352,545 0 0 2,234,918 0.0 0.0 9,973.3 9,973.3 0.0 0.0 622.1 9,351.2 4,831.1
651
300011 . . . . . . . . . . . . . . . . . . . . . EDT 11 IH 0 0 718,223 0 0 682,311 0.0 0.0 3,044.8 3,044.8 0.0 0.0 535.1 2,509.7 1,360.7
300012 . . . . . . . . . . . . . . . . . . . . . EDT 12 IH 0 0 2,188,869 0 0 2,079,425 0.0 0.0 9,279.3 9,279.3 0.0 0.0 613.6 8,665.7 4,483.6
300013 . . . . . . . . . . . . . . . . . . . . . EDT 13 IH 0 0 1,678,296 0 0 1,594,381 0.0 0.0 7,115.1 7,115.1 0.0 0.0 586.3 6,528.8 3,399.6
300014 . . . . . . . . . . . . . . . . . . . . . EDT 14 IH 0 0 2,540,651 0 0 2,413,619 0.0 0.0 10,770.8 10,770.8 0.0 0.0 632.1 10,138.7 5,230.7
300015 . . . . . . . . . . . . . . . . . . . . . EDT 15 IH 0 0 2,907,091 0 0 2,761,737 0.0 0.0 12,324.4 12,324.4 0.0 0.0 651.7 11,672.7 6,008.9
600082 . . . . . . . . . . . . . . . . . . . . . EDP-1 IH 0 0 2,998,748 0 0 2,848,810 0.0 0.0 12,712.8 12,712.8 0.0 634.8 664.2 11,413.8 5,140.2
600097 . . . . . . . . . . . . . . . . . . . . . EDP-2 IH 0 0 2,837,388 0 0 2,695,518 0.0 0.0 12,028.7 12,028.7 0.0 634.8 656.1 10,737.8 4,671.4
600115 . . . . . . . . . . . . . . . . . . . . . EDP-3 IH 0 0 2,136,875 0 0 2,030,031 0.0 0.0 9,059.0 9,059.0 0.0 634.8 618.4 7,805.8 3,313.5
600123 . . . . . . . . . . . . . . . . . . . . . EDP-4 IH 0 0 1,899,843 0 0 1,804,851 0.0 0.0 8,054.0 8,054.0 0.0 634.8 605.9 6,813.3 2,837.7
600128 . . . . . . . . . . . . . . . . . . . . . EDP-5 IH 0 0 3,084,663 0 0 2,930,430 0.0 0.0 13,077.0 13,077.0 0.0 634.8 669.1 11,773.1 5,062.2
600130 . . . . . . . . . . . . . . . . . . . . . EDP-6 IH 0 0 3,326,649 0 0 3,160,316 0.0 0.0 14,102.8 14,102.8 0.0 634.8 682.1 12,785.9 5,521.0
600131 . . . . . . . . . . . . . . . . . . . . . EDP-7 IH 0 0 2,806,307 0 0 2,665,991 0.0 0.0 11,897.0 11,897.0 0.0 634.8 654.3 10,607.9 4,544.0
600132 . . . . . . . . . . . . . . . . . . . . . EDP-8 IH 0 0 2,049,939 0 0 1,947,442 0.0 0.0 8,690.2 8,690.2 0.0 634.8 613.9 7,441.5 3,124.2
600133 . . . . . . . . . . . . . . . . . . . . . EDP-9 IH 0 0 2,735,933 0 0 2,599,136 0.0 0.0 11,598.6 11,598.6 0.0 634.8 650.4 10,313.4 4,412.0
600001 . . . . . . . . . . . . . . . . . . . . . EDP-10 IH 0 0 2,977,880 0 0 2,828,986 0.0 0.0 12,624.4 12,624.4 0.0 634.8 663.1 11,326.5 5,388.9
600083 . . . . . . . . . . . . . . . . . . . . . EDP-11 IH 0 0 3,437,766 0 0 3,265,878 0.0 0.0 14,573.9 14,573.9 0.0 634.8 688.1 13,251.0 6,004.4
600085 . . . . . . . . . . . . . . . . . . . . . EDP-12 IH 0 0 3,273,458 0 0 3,109,785 0.0 0.0 13,877.5 13,877.5 0.0 634.8 679.3 12,563.4 5,681.0
600086 . . . . . . . . . . . . . . . . . . . . . EDP-13 IH 0 0 2,804,053 0 0 2,663,850 0.0 0.0 11,887.6 11,887.6 0.0 634.8 654.2 10,598.6 4,756.7
600087 . . . . . . . . . . . . . . . . . . . . . EDP-14 IH 0 0 3,639,467 0 0 3,457,494 0.0 0.0 15,428.9 15,428.9 0.0 634.8 698.6 14,095.5 6,401.6
600088 . . . . . . . . . . . . . . . . . . . . . EDP-15 IH 0 0 3,222,825 0 0 3,061,684 0.0 0.0 13,662.6 13,662.6 0.0 634.8 676.6 12,351.2 5,581.3
600089 . . . . . . . . . . . . . . . . . . . . . EDP-16 IH 0 0 2,600,225 0 0 2,470,214 0.0 0.0 11,023.4 11,023.4 0.0 634.8 643.3 9,745.3 4,219.0
600090 . . . . . . . . . . . . . . . . . . . . . EDP-17 IH 0 0 3,195,795 0 0 3,036,005 0.0 0.0 13,548.1 13,548.1 0.0 634.8 675.1 12,238.2 5,355.3
600091 . . . . . . . . . . . . . . . . . . . . . EDP-18 IH 0 0 2,840,937 0 0 2,698,890 0.0 0.0 12,043.8 12,043.8 0.0 634.8 656.4 10,752.6 4,678.0
600092 . . . . . . . . . . . . . . . . . . . . . EDP-19 IH 0 0 2,439,858 0 0 2,317,865 0.0 0.0 10,343.7 10,343.7 0.0 634.8 634.6 9,074.3 3,913.1
600098 . . . . . . . . . . . . . . . . . . . . . EDP-20 IH 0 0 2,261,281 0 0 2,148,217 0.0 0.0 9,586.6 9,586.6 0.0 634.8 625.1 8,326.7 3,572.7
600106 . . . . . . . . . . . . . . . . . . . . . EDP-21 IH 0 0 2,611,888 0 0 2,481,294 0.0 0.0 11,072.7 11,072.7 0.0 634.8 644.0 9,793.9 4,207.8
600107 . . . . . . . . . . . . . . . . . . . . . EDP-22 IH 0 0 2,323,696 0 0 2,207,511 0.0 0.0 9,851.0 9,851.0 0.0 634.8 628.4 8,587.8 3,662.4
600108 . . . . . . . . . . . . . . . . . . . . . EDP-23 IH 0 0 2,049,168 0 0 1,946,709 0.0 0.0 8,687.1 8,687.1 0.0 634.8 613.9 7,438.4 3,143.0
600109 . . . . . . . . . . . . . . . . . . . . . EDP-24 IH 0 0 2,509,808 0 0 2,384,318 0.0 0.0 10,639.9 10,639.9 0.0 634.8 638.5 9,366.6 4,014.6
600110 . . . . . . . . . . . . . . . . . . . . . EDP-25 IH 0 0 1,992,199 0 0 1,892,589 0.0 0.0 8,445.7 8,445.7 0.0 634.8 610.5 7,200.4 3,035.0
600111 . . . . . . . . . . . . . . . . . . . . . EDP-26 IH 0 0 2,020,375 0 0 1,919,356 0.0 0.0 8,565.1 8,565.1 0.0 634.8 612.4 7,317.9 3,088.5
600112 . . . . . . . . . . . . . . . . . . . . . EDP-27 IH 0 0 2,431,875 0 0 2,310,281 0.0 0.0 10,309.5 10,309.5 0.0 634.8 634.3 9,040.4 3,867.0
600113 . . . . . . . . . . . . . . . . . . . . . EDP-28 IH 0 0 2,435,540 0 0 2,313,763 0.0 0.0 10,325.2 10,325.2 0.0 634.8 634.5 9,055.9 3,874.1
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600114 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 IH 0 1 0 2,386,601 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600116 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 IH 0 1 0 2,347,893 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600117 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 IH 0 1 0 2,210,513 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600022 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 IH 0 1 0 3,003,197 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600023 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 IH 0 1 0 2,824,981 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600024 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 IH 0 1 0 2,947,182 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600025 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 IH 0 1 0 2,891,128 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
File: VX70801A.;32
600026 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 IH 0 1 0 3,019,650 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600027 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 IH 0 1 0 3,289,903 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
652
600271 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 IH 0 1 0 3,507,534 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600122 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 IH 0 1 0 3,640,262 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600124 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 IH 0 1 0 3,601,487 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600125 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 IH 0 1 0 3,401,432 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600126 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 IH 0 1 0 3,010,604 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600127 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 IH 0 1 0 2,471,958 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600475 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 IH 0 1 0 1,814,964 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600028 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 IH 0 1 0 2,877,212 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600029 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 IH 0 1 0 2,937,834 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600030 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 IH 0 1 0 2,924,975 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600031 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 IH 0 1 0 2,964,816 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600032 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 IH 0 1 0 3,096,697 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600272 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 IH 0 1 0 3,319,039 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600273 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 IH 0 1 0 3,613,567 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600274 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 IH 0 1 0 3,722,005 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600275 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 IH 0 1 0 3,684,809 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600129 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 IH 0 1 0 3,262,124 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600276 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 IH 0 1 0 3,815,474 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600277 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 IH 0 1 0 3,542,467 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600278 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 IH 0 1 0 3,176,405 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600476 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 IH 0 1 0 2,694,680 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600477 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 IH 0 1 0 2,155,922 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600478 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 IH 0 1 0 1,789,073 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600033 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 IH 0 1 0 2,847,743 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.4
600034 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 IH 0 1 0 2,920,521 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
600035 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 IH 0 1 0 3,026,294 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
600279 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 IH 0 1 0 3,238,495 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600280 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 IH 0 1 0 3,495,520 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600281 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 IH 0 1 0 3,736,750 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600282 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 IH 0 1 0 3,845,667 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600284 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 IH 0 1 0 3,495,594 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600285 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 IH 0 1 0 3,161,112 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600286 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 IH 0 1 0 2,773,451 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600036 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 IH 0 1 0 2,929,020 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 2 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600114 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-29 IH 0 0 2,386,601 0 0 2,267,271 0.0 0.0 10,117.8 10,117.8 0.0 634.8 631.7 8,851.3 3,781.4
600116 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-30 IH 0 0 2,347,893 0 0 2,230,498 0.0 0.0 9,953.7 9,953.7 0.0 634.8 629.8 8,689.1 3,712.7
600117 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-31 IH 0 0 2,210,513 0 0 2,099,988 0.0 0.0 9,371.1 9,371.1 0.0 634.8 622.3 8,114.0 3,452.8
600022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-32 IH 0 0 3,003,197 0 0 2,853,037 0.0 0.0 12,731.6 12,731.6 0.0 634.8 663.9 11,432.9 5,316.1
600023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-33 IH 0 0 2,824,981 0 0 2,683,732 0.0 0.0 11,976.1 11,976.1 0.0 634.8 654.6 10,686.7 4,954.5
600024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-34 IH 0 0 2,947,182 0 0 2,799,823 0.0 0.0 12,494.2 12,494.2 0.0 634.8 661.3 11,198.1 5,202.1
600025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-35 IH 0 0 2,891,128 0 0 2,746,571 0.0 0.0 12,256.5 12,256.5 0.0 634.8 658.2 10,963.5 5,088.5
600026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-36 IH 0 0 3,019,650 0 0 2,868,667 0.0 0.0 12,801.5 12,801.5 0.0 634.8 665.0 11,501.7 5,349.3
File: VX70801A.;32
600027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-37 IH 0 0 3,289,903 0 0 3,125,408 0.0 0.0 13,947.1 13,947.1 0.0 634.8 679.6 12,632.7 5,897.5
600271 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-38 IH 0 0 3,507,534 0 0 3,332,157 0.0 0.0 14,869.8 14,869.8 0.0 634.8 691.1 13,543.9 5,811.7
653
600122 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-39 IH 0 0 3,640,262 0 0 3,458,249 0.0 0.0 15,432.5 15,432.5 0.0 634.8 698.9 14,098.8 6,105.2
600124 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-40 IH 0 0 3,601,487 0 0 3,421,413 0.0 0.0 15,268.1 15,268.1 0.0 634.8 696.6 13,936.7 6,032.5
600125 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-41 IH 0 0 3,401,432 0 0 3,231,360 0.0 0.0 14,420.0 14,420.0 0.0 634.8 686.4 13,098.8 5,656.8
600126 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-42 IH 0 0 3,010,604 0 0 2,860,073 0.0 0.0 12,763.0 12,763.0 0.0 634.8 665.0 11,463.2 4,923.1
600127 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-43 IH 0 0 2,471,958 0 0 2,348,360 0.0 0.0 10,479.6 10,479.6 0.0 634.8 636.2 9,208.6 3,911.8
600475 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-44 IH 0 0 1,814,964 0 0 1,724,215 0.0 0.0 7,694.3 7,694.3 0.0 634.8 601.0 6,458.5 2,682.1
600028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-45 IH 0 0 2,877,212 0 0 2,733,351 0.0 0.0 12,197.5 12,197.5 0.0 634.8 657.7 10,905.0 5,060.5
600029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-46 IH 0 0 2,937,834 0 0 2,790,943 0.0 0.0 12,454.4 12,454.4 0.0 634.8 660.7 11,158.9 5,183.5
600030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-47 IH 0 0 2,924,975 0 0 2,778,726 0.0 0.0 12,400.0 12,400.0 0.0 634.8 660.0 11,105.2 5,157.0
600031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-48 IH 0 0 2,964,816 0 0 2,816,575 0.0 0.0 12,569.1 12,569.1 0.0 634.8 662.0 11,272.3 5,238.0
600032 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-49 IH 0 0 3,096,697 0 0 2,941,862 0.0 0.0 13,128.3 13,128.3 0.0 634.8 668.9 11,824.6 5,510.3
600272 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-50 IH 0 0 3,319,039 0 0 3,153,087 0.0 0.0 14,070.7 14,070.7 0.0 634.8 680.7 12,755.2 5,460.4
600273 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-51 IH 0 0 3,613,567 0 0 3,432,888 0.0 0.0 15,319.1 15,319.1 0.0 634.8 696.7 13,987.6 6,009.2
600274 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-52 IH 0 0 3,722,005 0 0 3,535,905 0.0 0.0 15,779.0 15,779.0 0.0 634.8 702.4 14,441.8 6,211.3
600275 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-53 IH 0 0 3,684,809 0 0 3,500,569 0.0 0.0 15,621.4 15,621.4 0.0 634.8 700.7 14,285.9 6,141.8
600129 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-54 IH 0 0 3,262,124 0 0 3,099,018 0.0 0.0 13,829.4 13,829.4 0.0 634.8 678.6 12,516.0 5,395.3
600276 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-55 IH 0 0 3,815,474 0 0 3,624,700 0.0 0.0 16,175.3 16,175.3 0.0 634.8 707.3 14,833.2 6,385.3
600277 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-56 IH 0 0 3,542,467 0 0 3,365,343 0.0 0.0 15,017.7 15,017.7 0.0 634.8 692.6 13,690.3 5,876.6
600278 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-57 IH 0 0 3,176,405 0 0 3,017,585 0.0 0.0 13,466.0 13,466.0 0.0 634.8 673.1 12,158.1 5,199.2
600476 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-58 IH 0 0 2,694,680 0 0 2,559,946 0.0 0.0 11,423.7 11,423.7 0.0 634.8 647.9 10,141.0 4,327.9
600477 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-59 IH 0 0 2,155,922 0 0 2,048,126 0.0 0.0 9,139.6 9,139.6 0.0 634.8 619.1 7,885.7 3,320.0
600478 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-60 IH 0 0 1,789,073 0 0 1,699,619 0.0 0.0 7,584.5 7,584.5 0.0 634.8 599.7 6,350.0 2,633.6
600033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-63 IH 0 0 2,847,743 0 0 2,705,356 0.0 0.0 12,072.7 12,072.7 0.0 634.8 655.7 10,782.2 5,005.5
600034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-64 IH 0 0 2,920,521 0 0 2,774,495 0.0 0.0 12,381.2 12,381.2 0.0 634.8 659.7 11,086.7 5,107.4
600035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-65 IH 0 0 3,026,294 0 0 2,874,979 0.0 0.0 12,829.6 12,829.6 0.0 634.8 665.2 11,529.6 5,320.3
600279 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-66 IH 0 0 3,238,495 0 0 3,076,570 0.0 0.0 13,729.2 13,729.2 0.0 634.8 676.4 12,418.0 5,314.9
600280 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-67 IH 0 0 3,495,520 0 0 3,320,744 0.0 0.0 14,818.8 14,818.8 0.0 634.8 690.3 13,493.7 5,793.9
600281 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-68 IH 0 0 3,736,750 0 0 3,549,913 0.0 0.0 15,841.5 15,841.5 0.0 634.8 703.1 14,503.6 6,243.4
600282 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-69 IH 0 0 3,845,667 0 0 3,653,384 0.0 0.0 16,303.5 16,303.5 0.0 634.8 708.7 14,960.0 6,446.1
600284 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-71 IH 0 0 3,495,594 0 0 3,320,814 0.0 0.0 14,819.2 14,819.2 0.0 634.8 690.3 13,494.1 5,794.0
600285 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-72 IH 0 0 3,161,112 0 0 3,003,057 0.0 0.0 13,401.2 13,401.2 0.0 634.8 672.5 12,093.9 5,170.7
600286 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-73 IH 0 0 2,773,451 0 0 2,634,779 0.0 0.0 11,757.7 11,757.7 0.0 634.8 651.8 10,471.1 4,448.4
600036 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-77 IH 0 0 2,929,020 0 0 2,782,569 0.0 0.0 12,417.3 12,417.3 0.0 634.8 660.1 11,122.4 5,124.5
28MAR201011030852
BASIC DATA
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
0D VJ RSeq: 3 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600037 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 IH 0 1 0 3,117,069 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
600287 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 IH 0 1 0 3,370,739 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600485 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 IH 0 1 0 3,228,809 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600084 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 IH 0 1 0 1,769,548 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.6
600325 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 IH 0 1 0 1,375,753 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600326 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 IH 0 1 0 1,037,200 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600327 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 IH 0 1 0 1,155,815 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
File: VX70801A.;32
600002 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 IH 0 1 0 2,628,225 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600003 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 IH 0 1 0 2,643,248 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
654
600004 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 IH 0 1 0 2,566,671 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600005 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 IH 0 1 0 2,664,988 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600006 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 IH 0 1 0 2,801,590 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600093 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 IH 0 1 0 1,859,724 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600094 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 IH 0 1 0 2,076,840 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.9
600095 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 IH 0 1 0 1,871,148 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600096 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 IH 0 1 0 1,652,705 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600099 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 IH 0 1 0 1,765,306 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600100 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 IH 0 1 0 2,011,892 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600101 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 IH 0 1 0 1,639,266 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600102 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 IH 0 1 0 1,708,766 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600103 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 IH 0 1 0 1,927,901 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600104 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 IH 0 1 0 1,865,542 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 30.9
600105 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 IH 0 1 0 1,541,063 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
600008 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 IH 0 1 0 2,528,723 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600009 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 IH 0 1 0 2,729,935 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600010 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 IH 0 1 0 2,467,872 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600011 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 IH 0 1 0 2,623,744 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.2
600012 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 IH 0 1 0 2,858,707 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600013 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 IH 0 1 0 2,454,493 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600014 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 IH 0 1 0 2,538,936 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600015 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 IH 0 1 0 2,751,187 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600016 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 IH 0 1 0 2,500,392 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600017 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 IH 0 1 0 2,654,120 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600018 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 IH 0 1 0 2,914,701 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600019 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 IH 0 1 0 2,592,632 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600020 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 IH 0 1 0 2,805,753 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600262 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 IH 0 1 0 3,134,268 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600021 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 IH 0 1 0 2,717,131 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.3
600395 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 IH 0 1 0 2,978,058 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.2
600353 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 IH 0 1 0 2,011,446 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600118 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 IH 0 1 0 1,893,385 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
600119 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 IH 0 1 0 2,055,440 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.0
600120 . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 IH 0 1 0 1,688,748 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.0
28MAR201011030852
RESOURCES AND ECONOMICS
7080DM/0D Foot:
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
WEST BENGAL, INDIA
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross Resources Net Resources Gross Cash Flow
Total Net Cap Operating Net Cash Cash Flow
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
0D VJ RSeq: 1 Clr: 0
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-78 IH 0 0 3,117,069 0 0 2,961,215 0.0 0.0 13,214.5 13,214.5 0.0 634.8 670.1 11,909.6 5,502.9
600287 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-79 IH 0 0 3,370,739 0 0 3,202,202 0.0 0.0 14,289.7 14,289.7 0.0 634.8 683.4 12,971.5 5,512.5
600485 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-89 IH 0 0 3,228,809 0 0 3,067,368 0.0 0.0 13,688.2 13,688.2 0.0 634.8 676.0 12,377.4 5,255.0
600084 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-110 IH 0 0 1,769,548 0 0 1,681,070 0.0 0.0 7,501.9 7,501.9 0.0 634.8 598.7 6,268.4 2,719.7
600325 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-111 IH 0 0 1,375,753 0 0 1,306,966 0.0 0.0 5,832.4 5,832.4 0.0 634.8 577.6 4,620.0 1,856.0
600326 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-112 IH 0 0 1,037,200 0 0 985,340 0.0 0.0 4,396.9 4,396.9 0.0 634.8 559.2 3,202.9 1,222.6
600327 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-113 IH 0 0 1,155,815 0 0 1,098,024 0.0 0.0 4,899.8 4,899.8 0.0 634.8 565.6 3,699.4 1,444.7
File: VY70801A.;33
600002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-175 IH 0 0 2,628,225 0 0 2,496,813 0.0 0.0 11,142.1 11,142.1 0.0 634.8 644.4 9,862.9 4,662.3
600003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-176 IH 0 0 2,643,248 0 0 2,511,086 0.0 0.0 11,205.7 11,205.7 0.0 634.8 645.0 9,925.9 4,651.7
655
600004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-177 IH 0 0 2,566,671 0 0 2,438,338 0.0 0.0 10,880.9 10,880.9 0.0 634.8 641.0 9,605.1 4,493.6
600005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-178 IH 0 0 2,664,988 0 0 2,531,739 0.0 0.0 11,298.2 11,298.2 0.0 634.8 646.2 10,017.2 4,696.4
600006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-179 IH 0 0 2,801,590 0 0 2,661,510 0.0 0.0 11,877.0 11,877.0 0.0 634.8 653.5 10,588.7 4,977.9
600093 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-196 IH 0 0 1,859,724 0 0 1,766,738 0.0 0.0 7,884.0 7,884.0 0.0 634.8 603.5 6,645.7 2,806.7
600094 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-197 IH 0 0 2,076,840 0 0 1,972,998 0.0 0.0 8,804.6 8,804.6 0.0 634.8 615.5 7,554.3 3,220.8
600095 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-198 IH 0 0 1,871,148 0 0 1,777,590 0.0 0.0 7,932.6 7,932.6 0.0 634.8 604.3 6,693.5 2,828.3
600096 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-199 IH 0 0 1,652,705 0 0 1,570,070 0.0 0.0 7,006.4 7,006.4 0.0 634.8 592.4 5,779.2 2,411.7
600099 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-200 IH 0 0 1,765,306 0 0 1,677,041 0.0 0.0 7,483.8 7,483.8 0.0 634.8 598.4 6,250.6 2,626.5
600100 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-201 IH 0 0 2,011,892 0 0 1,911,298 0.0 0.0 8,529.2 8,529.2 0.0 634.8 611.7 7,282.7 3,101.4
600101 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-202 IH 0 0 1,639,266 0 0 1,557,303 0.0 0.0 6,949.4 6,949.4 0.0 634.8 591.9 5,722.7 2,390.5
600102 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-203 IH 0 0 1,708,766 0 0 1,623,328 0.0 0.0 7,244.2 7,244.2 0.0 634.8 595.5 6,013.9 2,523.2
600103 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-204 IH 0 0 1,927,901 0 0 1,831,506 0.0 0.0 8,173.2 8,173.2 0.0 634.8 607.4 6,931.0 2,941.2
600104 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-205 IH 0 0 1,865,542 0 0 1,772,265 0.0 0.0 7,908.6 7,908.6 0.0 634.8 604.1 6,669.7 2,822.2
600105 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-206 IH 0 0 1,541,063 0 0 1,464,010 0.0 0.0 6,533.2 6,533.2 0.0 634.8 586.5 5,311.9 2,181.5
600008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-207 IH 0 0 2,528,723 0 0 2,402,287 0.0 0.0 10,720.0 10,720.0 0.0 634.8 639.0 9,446.2 4,415.6
600009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-208 IH 0 0 2,729,935 0 0 2,593,439 0.0 0.0 11,573.2 11,573.2 0.0 634.8 649.5 10,288.9 4,837.6
600010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-209 IH 0 0 2,467,872 0 0 2,344,478 0.0 0.0 10,462.3 10,462.3 0.0 634.8 635.6 9,191.9 4,297.5
600011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-210 IH 0 0 2,623,744 0 0 2,492,557 0.0 0.0 11,123.0 11,123.0 0.0 634.8 644.1 9,844.1 4,618.7
600012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-211 IH 0 0 2,858,707 0 0 2,715,772 0.0 0.0 12,119.0 12,119.0 0.0 634.8 656.6 10,827.6 5,057.9
600013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-212 IH 0 0 2,454,493 0 0 2,331,768 0.0 0.0 10,405.6 10,405.6 0.0 634.8 635.1 9,135.7 4,231.2
600014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-213 IH 0 0 2,538,936 0 0 2,411,989 0.0 0.0 10,763.4 10,763.4 0.0 634.8 639.6 9,489.0 4,404.1
600015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-214 IH 0 0 2,751,187 0 0 2,613,628 0.0 0.0 11,663.3 11,663.3 0.0 634.8 650.8 10,377.7 4,842.8
600016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-215 IH 0 0 2,500,392 0 0 2,375,372 0.0 0.0 10,600.2 10,600.2 0.0 634.8 637.5 9,327.9 4,330.2
600017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-216 IH 0 0 2,654,120 0 0 2,521,414 0.0 0.0 11,251.8 11,251.8 0.0 634.8 645.7 9,971.3 4,644.5
600018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-217 IH 0 0 2,914,701 0 0 2,768,966 0.0 0.0 12,356.5 12,356.5 0.0 634.8 659.6 11,062.1 5,177.3
600019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-218 IH 0 0 2,592,632 0 0 2,463,000 0.0 0.0 10,991.0 10,991.0 0.0 634.8 642.3 9,713.9 4,518.8
600020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-219 IH 0 0 2,805,753 0 0 2,665,465 0.0 0.0 11,894.6 11,894.6 0.0 634.8 653.9 10,605.9 4,959.5
600262 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-220 IH 0 0 3,134,268 0 0 2,977,554 0.0 0.0 13,287.3 13,287.3 0.0 634.8 671.1 11,981.4 5,116.3
600021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-221 IH 0 0 2,717,131 0 0 2,581,274 0.0 0.0 11,519.1 11,519.1 0.0 634.8 649.1 10,235.2 4,778.2
600395 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-222 IH 0 0 2,978,058 0 0 2,829,155 0.0 0.0 12,625.1 12,625.1 0.0 634.8 663.8 11,326.5 4,716.3
600353 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-346 IH 0 0 2,011,446 0 0 1,910,874 0.0 0.0 8,527.4 8,527.4 0.0 634.8 611.5 7,281.1 3,045.3
600118 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-384 IH 0 0 1,893,385 0 0 1,798,715 0.0 0.0 8,026.9 8,026.9 0.0 634.8 605.5 6,786.6 2,852.7
600119 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-385 IH 0 0 2,055,440 0 0 1,952,668 0.0 0.0 8,713.7 8,713.7 0.0 634.8 614.2 7,464.7 3,159.5
600120 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP-386 IH 0 0 1,688,748 0 0 1,604,310 0.0 0.0 7,159.1 7,159.1 0.0 634.8 594.5 5,929.8 2,465.5
28MAR201011030852
7080DM/0D Foot:
BASIC DATA
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
Gross
Operating
Active Gross Ultimate Oil/Cond NGL Gas Expense
0D VJ RSeq: 2 Clr: 0
Compltns Working Interest Revenue Interest $/BBL $/BBL $/MCF M$/M
Oil/Cond Gas Life
Lease Number Lease Name Oil Gas BBL MCF Start End Start End Start End Start End Start End Start End Yrs
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600121 . . . . . . . . EDP-387 IH 0 1 0 1,839,596 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
600356 . . . . . . . . EDP-388 IH 0 1 0 1,341,458 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
File: VY70801A.;33
600357 . . . . . . . . EDP-389 IH 0 1 0 1,367,003 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
656
600359 . . . . . . . . EDP-391 IH 0 1 0 1,103,668 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600473 . . . . . . . . EDP-405 IH 0 1 0 1,342,774 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.2
600075 . . . . . . . . EDP-U75 IH 0 1 0 2,476,451 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
600076 . . . . . . . . EDP-U76 IH 0 1 0 2,512,430 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.5
600077 . . . . . . . . EDP-U77 IH 0 1 0 2,574,494 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600078 . . . . . . . . EDP-U79 IH 0 1 0 3,046,097 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600079 . . . . . . . . EDP-U80 IH 0 1 0 2,962,456 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600080 . . . . . . . . EDP-U81 IH 0 1 0 2,950,672 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600081 . . . . . . . . EDP-U82 IH 0 1 0 3,025,194 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 30.6
600171 . . . . . . . . EDP-U83 IH 0 1 0 3,506,334 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
600172 . . . . . . . . EDP-U85 IH 0 1 0 1,524,217 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.4 31.1
600173 . . . . . . . . EDP-U86 IH 0 1 0 2,179,631 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 4.463 4.463 1.4 1.5 31.1
301000 . . . . . . . . FAC CAP 3C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 10.0
302000 . . . . . . . . PLP & Royalty 3C 0 0 0 0 100.000 100.000 100.000 100.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0 0.0 32.0
Field Total . . . . . . . . . . . . . . . . . . . . 0 144 0 377,297,681
Total . . . . . . . . . . . . . . . . . . . . . . . . 0 144 0 377,297,681
Total All Leases . . . . . . . . . . . . . . . . 0 144 0 377,297,681
28MAR201011030852
7080DM/0D Foot:
RESOURCES AND ECONOMICS
AS OF DECEMBER 31, 2009
ESSAR OIL LIMITED INTEREST
SUMMARY—CERTAIN COAL SEAM GAS PROPERTIES LOCATED IN THE RG (EAST)-CBM-2001/1 BLOCK
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
0D/
HIGH ESTIMATE (3C) CONTINGENT RESOURCES
Gross Resources Net Resources Gross Cash Flow Total Net Cap Operating Net Cash Flow
0D VJ RSeq: 3 Clr: 0
Oil NGL Gas Oil NGL Gas Oil NGL Gas Total Taxes Cost Expense Cash Flow 10.000%
Account Number Lease Name BBL BBL MCF BBL BBL MCF M$ M$ M$ M$ M$ M$ M$ M$ M$
(CONTINUED)
RANIGANJ COAL FIELD (CONTINUED)
600121 . . . . . . EDP-387 IH 0 0 1,839,596 0 0 1,747,616 0.0 0.0 7,798.7 7,798.7 0.0 634.8 602.9 6,561.0 2,724.6
600356 . . . . . . EDP-388 IH 0 0 1,341,458 0 0 1,274,385 0.0 0.0 5,686.8 5,686.8 0.0 634.8 575.7 4,476.3 1,791.7
File: VY70801A.;33
600357 . . . . . . EDP-389 IH 0 0 1,367,003 0 0 1,298,653 0.0 0.0 5,795.2 5,795.2 0.0 634.8 576.7 4,583.7 1,839.6
657
600359 . . . . . . EDP-391 IH 0 0 1,103,668 0 0 1,048,484 0.0 0.0 4,678.9 4,678.9 0.0 634.8 562.9 3,481.2 1,351.5
600473 . . . . . . EDP-405 IH 0 0 1,342,774 0 0 1,275,635 0.0 0.0 5,692.6 5,692.6 0.0 634.8 575.9 4,481.9 1,798.8
600075 . . . . . . EDP-U75 IH 0 0 2,476,451 0 0 2,352,629 0.0 0.0 10,498.6 10,498.6 0.0 634.8 636.0 9,227.8 4,214.0
600076 . . . . . . EDP-U76 IH 0 0 2,512,430 0 0 2,386,809 0.0 0.0 10,651.0 10,651.0 0.0 634.8 638.3 9,377.9 4,285.8
600077 . . . . . . EDP-U77 IH 0 0 2,574,494 0 0 2,445,770 0.0 0.0 10,914.2 10,914.2 0.0 634.8 641.5 9,637.9 4,371.3
600078 . . . . . . EDP-U79 IH 0 0 3,046,097 0 0 2,893,792 0.0 0.0 12,913.6 12,913.6 0.0 634.8 666.5 11,612.3 5,313.0
600079 . . . . . . EDP-U80 IH 0 0 2,962,456 0 0 2,814,334 0.0 0.0 12,558.9 12,558.9 0.0 634.8 662.1 11,262.0 5,145.9
600080 . . . . . . EDP-U81 IH 0 0 2,950,672 0 0 2,803,139 0.0 0.0 12,509.0 12,509.0 0.0 634.8 661.5 11,212.7 5,122.5
600081 . . . . . . EDP-U82 IH 0 0 3,025,194 0 0 2,873,934 0.0 0.0 12,825.0 12,825.0 0.0 634.8 665.3 11,524.9 5,276.0
600171 . . . . . . EDP-U83 IH 0 0 3,506,334 0 0 3,331,018 0.0 0.0 14,864.7 14,864.7 0.0 634.8 691.9 13,538.0 5,858.3
600172 . . . . . . EDP-U85 IH 0 0 1,524,217 0 0 1,448,006 0.0 0.0 6,461.8 6,461.8 0.0 634.8 585.6 5,241.4 2,137.0
600173 . . . . . . EDP-U86 IH 0 0 2,179,631 0 0 2,070,650 0.0 0.0 9,240.2 9,240.2 0.0 634.8 620.5 7,984.9 3,367.5
301000 . . . . . . FAC CAP 3C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 27,503.0 0.0 (27,503.0) (25,987.0)
302000 . . . . . . PLP & Royalty 3C 0 0 0 0 0 0 0.0 0.0 0.0 0.0 206,781.3 0.0 0.0 (206,781.3) (102,574.0)
Field Total . . . . . . . . . . . . . . . . . . 0 0 377,219,497 0 0 358,358,518 0.0 0.0 1,599,174.6 1,599,174.6 206,781.3 109,392.2 92,614.6 1,190,386.5 511,253.6
Total . . . . . . . . . . . . . . . . . . . . . . 0 0 377,219,497 0 0 358,358,518 0.0 0.0 1,599,174.6 1,599,174.6 206,781.3 109,392.2 92,614.6 1,190,386.5 511,253.6
Total All Leases . . . . . . . . . . . . . . 0 0 377,219,497 0 0 358,358,518 0.0 0.0 1,599,174.6 1,599,174.6 206,781.3 109,392.2 92,614.6 1,190,386.5 511,253.6
8
10
9 9
8 8
PROSPECTIVE RESOURCES
7 7
GROSS PROJECTED GAS PRODUCTION
6 6
RG (EAST)-CBM-2001/1
5 WEST BENGAL, INDIA 5
3 3
2 2
107
9 9
8 8
7 7
6 6
GAS - MCF/MO.
3
5 5
4 4
3 3
2
2 2
6
10
9 9
8 8 1
7 7
6 6
5 5
4 4
3 3
2 2
105
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038
1. LOW ESTIMATE PROSPECTIVE RESOURCES
2. BEST ESTIMATE PROSPECTIVE RESOURCES
3. HIGH ESTIMATE PROSPECTIVE RESOURCES 27MAR201013190457
Figure 13
658
APPENDIX
659
SUMMARY OF ASSETS
HOLDINGS OF ESSAR OIL LIMITED
LOCATED IN WEST BENGAL, INDIA
AS OF DECEMBER 31, 2009
DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;89 27 C Cs: 19977
660
India
RG (East)-CBM-2001/1 Block . . . . . . . . . . Essar Oil Limited 100 Production 06/2040 470 Drilling commenced in May 2009, and first
production occurred in October 2009. Current
daily production is 1,890 MCF per day, with
File: WB70801A.;33
estimated peak production of 52,545 MCF
per day to occur in 2014.
Table A-1
mrll_0909.fmt Free:
661
Low Best High Low Best High
Estimate Estimate Estimate Estimate Estimate Estimate
Country/Block Operator Name (1C) (2C) (3C) (1C) (2C) (3C)
India
RG (East)-CBM-2001/1 Block . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Essar Oil Limited 83,276.3 200,843.9 377,219.5 79,112.5 190,801.7 358,358.5
File: WB70801A.;33
Proj: P7208LON10 Job: 10ZAU70801 (10-7208-1)
Source: Netherland, Sewell & Associates, Inc.
MERRILL CORPORATION JDICKSO//30-APR-10 12:28 DISK116:[10ZAU1.10ZAU70801]WB70801A.;33
Table A-2
mrll_0909.fmt Free:
662
Gross (100 Percent) Net Attributable
Low Best High Low Best High
Country/Block Operator Name Estimate Estimate Estimate Estimate Estimate Estimate
India
RG (East)-CBM-2001/1 Block . . . . . . . . . . . . . . . . . . . . . . . . . Essar Oil Limited 412,838.3 791,997.0 1,631,882.9 392,196.4 752,397.1 1,550,288.7
File: WB70801A.;33
Source: Netherland, Sewell & Associates, Inc.
Table A-3
Printed by Merrill Corporation Limited