MIRA INFORM REPORT

Report Date :

20.12.2011

IDENTIFICATION DETAILS

Name :	HPCL-MITTAL ENERGY LIMITED
Formerly Known As :	GURU GOBIND SINGH REFINERIES LIMITED
Registered Office :	Village Phulokhari, Taluka Talwandi Saboo, Bhatinda – 151 301, Punjab
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	13.12.2000
Com. Reg. No.:	16-024126
Capital Investment / Paid-up Capital :	Rs.25030.000 Millions
CIN No.: [Company Identification No.]	U23201PB2000PLC024126
TAN No.: [Tax Deduction & Collection Account No.]	AMRH11073G
PAN No.: [Permanent Account No.]	AABCG5231F
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Bulk Petroleum Products.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (38)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 128171000
Status :	Moderate
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a Joint Venture between Hindustan Petroleum Corporation Limited (HPCL) and Mittal Energy Investment Pte Limited, Singapore. It is a well established company having moderate track. The project to be undertaken by the subject company has been approved by the Government of India and is in the Pipeline Trade relations are fair. Business is active. Payments are reported to be usually correct. In view of strong promoters company can be considered for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Village Phulokhari, Taluka Talwandi Saboo, Bhatinda – 151 301, Punjab, India
Tel. No.:	91-1655-242076/ 241755
Fax No.:	91-1655-241775
E-Mail :	sidhartha.tyagi@hmel.in
Website :	http://www.hmel.in
Corporate Office :	INOX Towers, Sector 16 A, Plot No. 17, Noida – 201 301, Uttar Pradesh, India
Tel. No.:	91-120-4634500
Fax No.:	91-120-4271940
E-Mail :	info@hmel.in

DIRECTORS

As on 28.09.2011

Name :

Mr. Subir Roy Choudhury

Designation :

Director

Address :

B-25, Mayfair Gardens, Little Gibbs Road, Malabar Hill, Mumbai – 400 006, Maharashtra, India

Date of Birth/Age :

01.01.1954

Date of Appointment :

01.02.2008

DIN No.:

00130803

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L23201MH1952GOI008858	Hindustan Petroleum Corporation Limited	Managing director	01-08-10	10-05-04	-	Active	NO
2	U23200MH1995PLC090671	Hindustan Colas Limited	Director	25-05-04	25-05-04	-	Active	NO
3	U40200AP2003PLC041566	Bhagyanagar Gas Limited	Nominee director	28-05-04	28-05-04	18-05-07	Active	NO
4	U85110KA1998PLC024020	Petronet MHB Limited	Director	25-06-04	25-06-04	03-12-08	Active	NO
5	L85110KA1988GOI008959	Mangalore Refinery and Petrochemicals Limited	Director	01-09-05	01-09-05	19-01-10	Active	NO
6	U40107MP2006PLC018684	Aavantika Gas Limited	Nominee director	30-09-09	06-07-06	15-09-10	Active	NO
7	U60101PB2008PLC031563	HPCL-Mittal Pipelines Limited	Director	07-01-08	07-01-08	-	Active	NO
8	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	30-03-11	01-02-08	-	Active	NO
9	U01119CT2008GOI020900	Creda - HPCL Bio Fuel Limited	Director	14-10-08	14-10-08	01-09-10	Active	NO
10	U11101AP1999PTC032851	South Asia LPG Company Private Limited	Director	15-09-09	08-04-09	-	Active	NO
11	U24290BR2009GOI014927	HPCL Biofuels Limited	Director	16-10-09	16-10-09	-	Active	NO
12	U74899DL1998PLC096845	Prize Petroleum Company Limited	Director	26-08-10	03-08-10	-	Active	NO

Name :

Mr. Sudhir Maheshwari

Designation :

Director

Address :

85, Platts Lane, Hampstead, London, United Kingdom, NW37NL

Date of Birth/Age :

02.11.1963

Date of Appointment :

25.07.2007

DIN No.:

02376365

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U65990MH1995PTC090683	Daljita Financial and Technical Services Private Limited	Director	20-07-05	20-07-05	31-03-10	Active	NO
2	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	25-07-07	25-07-07	-	Active	NO

Name :

Ms. Lalita Dileep Gupte

Designation :

Director

Address :

153C, Mhaskar Building, Sir Bhalchandra Road, Mumbai – 400 019, Maharashtra, India

Date of Birth/Age :

04.10.1948

Date of Appointment :

14.11.2007

DIN No.:

00043559

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U72200MH1989PLC166901	ICICI Venture Funds Management Company Limited	Director	25-03-99	25-03-99	-	Active	NO
2	L25209PN1961PLC012046	Bharat Forge Ltd	Director	06-08-08	05-12-06	-	Active	NO
3	L64202MH2001PLC134147	Firstsource Solutions Limited	Director	14-08-07	19-12-06	27-07-10	Active	NO
4	L29113PN1920PLC000670	Kirloskar Brothers Limited	Director	20-07-07	18-01-07	-	Active	NO
5	U91990MH2005NPL151790	Swadhaar Finaccess	Director	29-06-07	17-05-07	06-09-08	Active	NO
6	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	23-09-08	14-11-07	-	Active	NO
7	L74120MH1985PLC035308	Godrej Properties Limited	Director	18-06-08	16-01-08	-	Active	NO
8	U65990MH2007PTC175181	Swadhaar FinServe Private Limited	Nominee director	05-11-08	05-11-08	-	Active	NO

Name :

Mr. Arun Balakrishnan

Designation :

Director

Address :

Flat No. TNC 122, Trinity Towers, DLF Phase 5, Gurgaon – 122 009, Haryana, India

Date of Birth/Age :

25.07.1950

Date of Appointment :

01.08.2010

DIN No.:

00130241

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L23201MH1952GOI008858	Hindustan Petroleum Corporation Limited	Director	25-01-02	25-01-02	31-07-10	Active	NO
2	U45203MH1997PLC108251	Petronet India Limited	Director	23-06-04	23-06-04	27-07-07	Active	NO
3	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	30-03-11	03-04-07	-	Active	NO
4	U74899DL1998PLC096845	Prize Petroleum Company Limited	Director	03-09-07	03-04-07	01-08-10	Active	NO
5	U23200MH1995PLC090671	Hindustan Colas Limited	Director	10-07-07	03-04-07	31-07-10	Active	NO
6	U11101AP1999PTC032851	South Asia LPG Company Private Limited	Director	20-04-07	20-04-07	08-04-09	Active	NO
7	U74990PB2008PLC031715	HPCL-Mittal Services Limited	Director	28-02-08	28-02-08	-	Strike off	NO
8	U23200MH1996PLC102222	IOT Infrastructure and Energy Services Limited	Director	21-09-10	01-09-10	-	Active	NO
9	U93090MH2006PLC165172	NCDEX Spot Exchange Limited	Director	16-06-11	23-09-10	-	Active	NO
10	U10100MH1975GOI018626	Western Coalfields Limited	Director	24-02-11	24-02-11	-	Active	NO
11	L51909DL1963GOI004033	MMTC Limited	Director	16-07-11	16-07-11	-	Active	NO
12	U40200MH1995PLC088133	Mahanagar Gas Limited	Director	26-08-11	21-07-11	-	Active	NO
13	U15100MH1950GOI008187	Indian Rare Earths Limited	Director	23-09-11	23-09-11	-	Active	NO
14	L40200WB1935PLC008184	BOC India Limited	Additional director	18-10-11	18-10-11	-	Active	NO

Name :

Mr. Baldeo Prasad Banka

Designation :

Director

Address :

Graha Family, D-60, Surabaya, Indonesia – 60226

Date of Birth/Age :

02.06.1948

Date of Appointment :

25.07.2007

DIN No.:

02378335

Name :

Mr. Rajan Tandon

Designation :

Additional Director

Address :

19, Preston Road, Wembley, Middlesex, London, United Kingdom HA98JZ

Date of Birth/Age :

24.09.1963

Date of Appointment :

03.07.2009

DIN No.:

01968916

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U65990MH1995PTC090683	Daljita Financial and Technical Services Private Limited	Additional director	24-07-09	27-07-95	31-03-10	Active	NO
2	U74900MH1995PTC093374	Chenab Energy Private Limited	Director	30-09-09	20-10-95	31-03-10	Active	NO
3	U60101PB2008PLC031563	HPCL-Mittal Pipelines Limited	Director	07-01-08	07-01-08	-	Active	NO
4	U74990PB2008PLC031715	HPCL-Mittal Services Limited	Director	28-02-08	28-02-08	-	Strike off	NO
5	U74200MH2008FTC179446	Mittal Energy India Services Private Limited	Director	25-10-08	25-10-08	-	Active	NO
6	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	30-09-09	03-07-09	-	Active	NO
7	U45200MH2006PTC161414	Presario Properties Private Limited	Director	30-09-09	24-07-09	31-03-10	Active	NO
8	U74900MH2006PTC160768	Amiva Energy Services Private Limited	Director	30-09-09	24-07-09	31-03-10	Strike off	NO
9	U70100MH2006PTC160103	Amiva International Private Limited	Director	30-09-09	24-07-09	31-03-10	Strike off	NO
10	U99999MH1995NPL090542	Lakshmi Niwas and Usha Mittal Foundation	Director	30-09-09	24-07-09	31-03-10	Active	NO

Name :

Mr. Kotagiri Murali

Designation :

Additional Director

Address :

Bungalow No. 13, HP Nagar East, Vasinaka, Chembur, Mumbai – 400 074, Maharashtra, India

Date of Birth/Age :

02.06.1953

Date of Appointment :

16.02.2009

DIN No.:

02496258

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	L23201MH1952GOI008858	Hindustan Petroleum Corporation Limited	Whole-time director	02-02-09	02-02-09	Active	NO
2	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Director	30-09-09	16-02-09	Active	NO
3	U24290BR2009GOI014927	HPCL Biofuels Limited	Director	16-10-09	16-10-09	Active	NO
4	L85110KA1988GOI008959	Mangalore Refinery And Petrochemicals Limited	Director appointed in casual vacancy	19-01-10	19-01-10	Active	NO
5	U01119CT2008GOI020900	CREDA - HPCL Bio Fuel Limited	Director appointed in casual vacancy	01-09-10	01-09-10	Active	NO

Name :

Mr. Prabh Das

Designation :

Managing Director

Address :

Flat No.E-801, Pearl Gateway Tower, Sector-44, Noida – 201 301, Uttar Pradesh, India

Date of Birth/Age :

30.10.1957

Date of Appointment :

01.04.2011

DIN No.:

00164799

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U23201PB2000PLC024126	HPCL-Mittal Energy Limited	Managing director	05-05-11	11-03-08	Active	NO
2	U60101PB2008PLC031563	HPCL-Mittal Pipelines Limited	Managing director	28-09-11	01-06-11	Active	NO

KEY EXECUTIVES

Name :	Mr. Sidhartha Tyagi
Designation :	Secretary
Address :	A-85, Chander Nagar, Ghaziabad – 201 011, Uttar Pradesh, India
Date of Birth/Age :	19.10.1974
Date of Appointment :	29.11.2001
PAN No.:	ACKPT8760E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 28.09.2011

Names of Shareholders	No. of Shares
Hindustan Petroleum Corporation Limited, India	2306919930
Mittal Energy Investments Pte Limited, Singapore	2306920000
IFCI Limited, India	56496000
State Bank of India, India	37664000
Subir Roy Choudhury	10
Korlimarla Sivarama Prasad	10
Bhaswar Mukherjee	10
Ajit Singh	10
Kotagiri Murli	10
MS Damale	10
Shrikant M. Bhosekar	5
V. Murali	5
Total	4708000000

As on 28.09.2011

Equity Share Breakup	Percentage of Holding
Category
Government companies	49.00
Public financial companies	1.20
Nationalised or other banks	0.80
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Bulk Petroleum Products.

Products :

Item Code No. (ITC Code)	2710
Product Description	Bulk Petroleum Products

GENERAL INFORMATION

Bankers :

v Punjab National Bank, Large Corporate Branch, Ground Floor, Makers Tower ‘E’, Cuffe parade, Mumbai – 400 005, Maharashtra, India

v Bank of Maharashtra, Fort Branch, 'Janmangal', First Floor, 45/47, Mumbai Samachar Marg, Mumbai – 400 023, Maharashtra, India

v Indian Overseas Bank, Fort Branch, Tamarind House, 30, 32, Tamarind Lane, Fort, Mumbai – 400 023, Maharashtra, India

v State Bank of India

Facilities:

SECURED LOAN	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Rupee term loan from banks	31606.992	10836.005
Foreign currency term loan from banks	3143.000	0.000
Rupee term loan from financial institutions	1902.594	664.000
TOTAL	36652.586	11500.005

NOTE:

a) The lenders of the above term loans are secured by a mortgage and charge ranking Pari passu over all immovable and movable properties and assets, both present and future, save and except current assets, on the which the working capital lenders, if any, would have a first charge. The term loan leaders who have a second charge. The term loan lenders would have a second charge on such current assets.

b) The charge with respect to the foreign currency term loan is yet to be created.

UNSECURED LOAN	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Buyer Credit	1358.781	0.000
TOTAL	1358.781	0.000

NOTE:

The entire amount is payable within one year.

Banking Relations :	-
Auditors :
Name :	S.R. Batliboi and Company Chartered Accountants
Address :	Golf View Corporate Tower-B, Sector-42, Sector Road, Gurgaon – 122 002, Haryana, India
Income-tax PAN of auditor or auditor's firm :	AALFS0506L
Joint venture companies having equity participation:	· Hindustan Petroleum Corporation Limited (HPCL) · Mittal Energy Investments Pte. Limited (MEI), Singapore
Subsidiaries :	HPCL-Mittal Pipelines Limited (HMPL) (CIN No.: U60101PB2008PLC031563) HPCL-Mittal Services Limited (HMSL)
Other Related Party :	Arcelor Mittal International S.A.

CAPITAL STRUCTURE

As on 28.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000000	Equity Shares	Rs.10/- each	Rs.100000.000 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4708000000	Equity Shares	Rs.10/- each	Rs.47080.000 Millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000000	Equity Shares	Rs.10/- each	Rs.100000.000 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2503000000	Equity Shares	Rs.10/- each	Rs.25030.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		25030.000	15530.000	7659.400
2] Share Application Money		5990.000	0.000	3996.324
3] Reserves & Surplus		1225.166	1225.166	1170.300
4] (Accumulated Losses)		(202.474)	(52.434)	(56.818)
NETWORTH		32042.692	16702.732	12769.206
LOAN FUNDS
1] Secured Loans		36652.586	11500.005	0.000
2] Unsecured Loans		1358.781	0.000	0.000
TOTAL BORROWING		38011.367	11500.005	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		70054.059	28202.737	12769.206
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1758.062	1702.253	1421.841
Capital work-in-progress including capital advances Expenditure during construction Period (Pending Capitalisation)		64868.560	19563.531	2771.488
INVESTMENT		7586.708	3436.708	1.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	0.000	0.000	0.000
	Cash & Bank Balances	691.993	4760.277	5523.783
	Other Current Assets	1.757	2.907	24.068
	Loans & Advances	4163.491	1370.086	3281.580
Total Current Assets		4857.241	6133.270	8829.431
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	4640.529	2342.549	173.074
	Other Current Liabilities	4352.607	274.714	73.267
	Provisions	23.376	15.762	8.213
Total Current Liabilities		9016.512	2633.025	254.554
Net Current Assets		(4159.271)	3500.245	8574.877
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		70054.059	28202.737	12769.206

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Exchange Fluctuation (Net)	0.000	14.049	0.000
		TOTAL	0.000	14.049	0.000
Less	EXPENSES
		Marketing Expenses
		- Salaries and Wages	4.151	0.000	0.000
		- Contribution to provident Fund	0.284	0.000	0.000
		- Miscellaneous Expenses	0.975	0.000	0.000
		Exploration Cost	6.981	0.000	0.000
		Exchange in Fluctuation (net)	137.649	0.000	0.000
		Financial Appraisal and Advisory	0.000	6.523	9.595
		Interest other than Loans	0.000	3.091	0.000
		Miscellaneous Expenses	0.000	0.051	0.000
		Preliminary Expenses	0.000	0.000	20.803
		Wind Power Project	0.000	0.000	1.590
		Sponsorships	0.000	0.000	11.231
		Project Launch Expenses	0.000	0.000	21.006
		Transfer to HPCL – Mittal Pipelines Limited, a Subsidiary Company	0.000	0.000	(7.407)
		TOTAL	150.040	9.665	56.818
	NET PROFIT/ (LOSS) FOR THE YEAR		(150.040)	4.384	(56.818)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(52.434)	(56.818)	0.000
	BALANCE CARRIED TO THE B/S		(202.474)	(52.434)	(56.818)
	IMPORTS
		Capital Goods	2593.599	0.000	NA
	TOTAL IMPORTS		2593.599	0.000	NA
	Earnings/ (Loss) Per Share (Rs.)		(0.09)	0.003	(0.07)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	0.00	31.21	0.00
Return on Total Assets (PBT/Total Assets}	(%)	(2.27)	0.06	(0.55)
Return on Investment (ROI) (PBT/Networth)		0.00	0.00	0.00
Debt Equity Ratio (Total Liability/Networth)		1.47	0.85	0.02
Current Ratio (Current Asset/Current Liability)		0.54	2.33	34.68

LOCAL AGENCY FURTHER INFORMATION

BACKGROUND:

The Company was incorporated in the year 2000 as a wholly owned subsidiary of Hindustan Petroleum Corporation Limited (‘HPCL’), a Government Company under Section 617 of the Companies Act, 1956, for the purpose of setting up an oil refinery (‘the project’) at Bathinda, Punjab. Subsequently the Company, pursuant to a joint venture agreement entered into between HPCL and Mittal Energy Investments Pte. Limited, Singapore (a wholly owned subsidiary of Mittal Investments S.a.r.l, Luxembourg) (‘Mittal Energy’) and subsequent to the regulatory approvals, became a joint venture company with equal joint equity participation by HPCL and Mittal Energy.

ACCOUNTS

The Balance Sheet of the Company as at March 31, 2010 and the statement of expenditure during construction period showing total expenditure of Rs.93880.000 millions incurred till that date have been compiled. The pre-operative expenditure has been shown in the Balance Sheet and will be capitalized under various heads on completion of the project.

During the year, both the promoters of the Company viz. Hindustan Petroleum Corporation Limited (HPCL) and Mittal Energy Investments Pte Limited (MEI) alongwith strategic investors IFCI Limited (IFCI) and State Bank of India (SBI) further contributed Rs.15490.000 millions towards equity. The paid up share capital of the Company is Rs.25030.000 millions and share application money pending allotment is Rs.5990.000 millions as at March 31, 2010.

PROJECT SUMMARY

The Company is building a 9 MMTPA capacity greenfield grassroot oil refinery viz. Guru Gobind Singh Refinery (GGSR) at Bathinda, Punjab and has a wholly owned subsidiary, HPCL-Mittal Pipelines Limited (HMPL) incorporated with the objective of setting up a dedicated crude receipt and storage facilities at Mundra, Gujarat and a 1014 km long cross-country pipeline for transportation of crude oil from Mundra to the refinery at Bathinda.

GGSR will be a zero bottoms, environmental friendly, high distillate yielding complex refinery that will produce clean fuels meeting Euro IV specifications. The present configuration comprising of primary and secondary process units viz. CDU/VDU, VGO-HDT, FCC, NCU/ISOM, HGU, DHDT, SRU, DCU and Polypropylene manufacturing facilities translates into a high Nelson Complexity index which is one of the highest amongst all the present and proposed refineries in India. The refinery is designed to process heavy / sour / acidic crudes.

The year was characterized by a surge in project activities as both HMEL and HMPL which are implementing the refinery and pipeline component of the project have achieved cumulative actual progress of 76% approximately as of March 31, 2010. Both The consolidated cumulative financial commitment and expenditure is Rs.164330.000 millions and Rs.93880.000 millions respectively, on the project.

During the year, basic engineering activities have been completed and detailed engineering, ordering and tendering is almost complete. At present, 48 contractors and about 25,900 contract employees are working at the refinery, pipeline and crude oil terminal sites.

The construction is in full swing at the refinery, crude oil terminal and pipeline and following units are under construction at the refinery site:

v Crude Distillation/Vacuum Distillation Process Units.

v Other Process Units viz. FCC, DHDT, VGO-HGT, DCU, PPU, MS-Block, SRU, ARU.

v Offsites and Utilities: Bullets, Captive Power Plant, 220 KV Switchyard, Cooling Towers, Intermediate and Product tanks, Raw Water Treatment Plant, Demineralised (Reverse Osmosis) water plant, Substations and Satellite Rack rooms, Balance roads and drains, Civil/Structural works for offsites, Civil/Structural works for loading gantries, and refinery buildings works.

Product evacuation facilities at the refinery site have also been finalised and construction work has been commenced by HPCL.

SUBSIDIARY COMPANIES

HMPL is a wholly owned subsidiary of the Company which has been incorporated with the objective of setting up a dedicated crude receipt and storage facilities at Mundra, Gujarat and a 1014 km long cross-country pipeline for transportation of crude oil from Mundra to the refinery at Bathinda. The pipeline laying including back filling in spreads located at Rajasthan and Haryana have been almost completed and hydro-test of pipeline has commenced. SPM installation is also nearing completion and all the 14 crude oil tanks at COT. Mundra have been constructed.

UPSTREAM ACTIVITIES

To diversify, the Company had participated in the bidding of Oil and Gas blocks under the 7^th bidding round of New Exploration Licensing Policy (NELP VII) of the Government of India. A consortium comprising of the Company with a participating interest of 20% and other parties was awarded two blocks situated at Krishna Godavari Basin and one block situated in Rajasthan which are all operated by third parties. All the three blocks are in its initial stage of development.

MANAGEMENT DISCUSSION AND ANALYSIS

While in 2008-09 the focus was on establishing the organisation, systems, procedures and culture, in 2009-10, the focus turned to engineering and implementation of the project, mitigating risks and plugging the gaps, strengthening the organisation and setting up, in parallel, the operations group and their systems.

MARKETING:

All refinery products except petcoke, sulphur, polypropylene and specialities will be sold to HPCL. For facilitating marketing of the petroleum products, HPCL is setting up a terminal within the refinery premises. A strategy for sale of the aforermentioned products has been formulated and market survey has been conducted. The Company is also exploring exporting some products to neighbouring Countries.

LOGISTICS:

Introduced monitoring of critical consignments through GPS for ensuring better control on movement and timely delivery of equipments at site. In addition a unique approach has been adopted for tracking 'Over Dimension Cargo' (ODC) Reactors movement through chasers and movement videos.

TREASURY OPERATIONS

During the year, the Company successfully concluded a USD 400 Million Long Term External Commercial Borrowing facility inclusive of a USD 200 Million facility for its subsidiary HMPL. This USD borrowing shall partially replace the existing Rupee loan system, which would optimise the interest costs on the project and therefore prove to be beneficial for the organization.

The total outstanding long term loans from banks and LIC as on March 31, 2010 is Rs.36650.000 millions.

The Company has sufficient financial resources in terms of available committed RTL and FCL, facility from Banks to finance its ongoing construction activities.

OUTLOOK

The year 2010-2011 is projected to be most challenging for the Company as construction activities will be nearing peak and marketing would have to be ready as operations will be prepared to take-off. The manpower would not only been recruited but simultaneously also trained. In parallel pre commissioning and commissioning activities will be undertaken and refinery processes and systems will need to be enabled for start up. Logistically the Company would need to gear up to support over 1200 personnel at start of operations.

Contingent liabilities not provided for

Particulars	31.03.2010 (Rs. in millions)
(i) Refinery Land Compensation Matters – Amount towards enhancement of land compensation as per the orders dated 29.11.2005 paseed by Additional District Judge, Bathinda as merged in common judgement and order dated 22.10.2008 passed Punjab and Haryana High Court. Currently, Land Compensation matters are pending in Supreme Court. The Company has deposited Rs.100.292 millions (Previous year- Rs.93.811 millions) with the District Court, Bathinda, as per an interim order of Supreme Court.	278.385
(ii) Claims from project contractors against the Company not acknowledged as debts.	108.573

Based on discussions with the solicitors by the Company, the management believes that it is possible, but not probable, that these demands will arise and accordingly no provision for any liability has been made in these financial statements.

FORM 8:

Corporate identity number of the company	U23201PB2000PLC024126
Name of the company	HPCL-MITTAL ENERGY LIMITED
Address of the registered office or of the principal place of business in India of the company	Village Phulokhari, Taluka Talwandi Saboo, Bhatinda – 151 301, Punjab, India E-Mail: sidhartha.tyagi@hmel.in
This form is for	Creation of charge
Type of charge	Book Debts Movable Property Floating Charge Others (As per Section 3.1 of the Deed of Hypothecation)
Particular of charge holder	Bank of Maharashtra, Fort Branch, 'Janmangal', First Floor, 45/47, Mumbai Samachar Marg, Mumbai – 400 023, Maharashtra, India E-Mail: brmgr2@mahabank.co.in
Nature of description of the instrument creating or modifying the charge	Deed of Hypothecation dated June 3, 2011 executed by HPCL-Mittal Energy Limited.
Date of instrument Creating the charge	03.06.2011
Amount secured by the charge	Rs.1500.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Others: Separate charge is being created for all the eleven working capital lenders who have entered into a common deed of hypothecation dated June 3, 2011.
Short particulars of the property charged	In accordance with Section 3.1 of the Deed of Hypothecation.

This form is for

Creation of charge

Corporate identity number of the company

U23201PB2000PLC024126

Name of the company

HPCL MITTAL ENERGY LIMITED

Address of the registered office or of the principal place of business in India of the company

Village Phulokhari, Taluka Talwandi Saboo, Bhatinda – 151301, Punjab, india

Type of charge

Immovable Property

Any Interest in immovable property

Book Debts

Movable Property

Floating Charge

Others

Particular of charge holder

Name :	Punjab National Bank
Address :	large Corporate Branch, Ground Floor, Makers Tower ‘E’, Cuffe parade, Mumbai – 400005, Maharashtra, India.
Email :	pnbifb@vsnl.com

Nature of description of the instrument creating or modifying the charge

Indenture of mortgage dated 02.06.2009 (The indenture of mortgage) executed by HPCL-Mittal Energy Limited in favour of Punjab National Bank as the security Trustee for the benefit of secured parties as defined in the indenture of mortgage.

Date of instrument Creating the charge

02.06.2009

Amount secured by the charge

Rs.77930.000 Millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

Margin

Security Margin {1-(Loan outstanding/net fixed assets)=25%

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.52.95
UK Pound	1	Rs.82.04
Euro	1	Rs.68.91

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		38

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.