APPENDIX 4D HALF-YEAR REPORT For personal use onlyState Bank of India Export Import Bank of India...
Transcript of APPENDIX 4D HALF-YEAR REPORT For personal use onlyState Bank of India Export Import Bank of India...
1. Company detailsName of entity:ABN:Reporting period:Previous corresponding period:
2.
down 66.6% to
down 4841.9% to
down 4841.9% to
Dividends
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Net tangible assets per ordinary security
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Name of entities (or group of entities)
Date control gained
Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities before income tax during the period (where material)
Profit/(loss) from ordinary activities before income tax of the controlled entity (or group of entities) for the whole of the previous corresponding period(where material)
$(74,116,000)
$(74,116,000)
There were no dividends paid, recommended or declared during the current financial period.
Comments
18.09 cents
Gujarat NRE Coking Coal LimitedHalf-year report
APPENDIX 4DHALF-YEAR REPORT
The loss for the consolidated entity after providing for income tax amounted to $74,116,000 (30 September 2012: profit of$1,563,000).
Further information on the review of operations is detailed in the Directors' report attached as part of the Interim Report.
$ -
Revenues from ordinary activities
Results for announcement to the market
Loss from ordinary activities after tax attributable to the owners of Gujarat NRE Coking Coal Limited
Loss for the period attributable to the owners of Gujarat NRE Coking Coal Limited
Gujarat NRE Coking Coal Limited28 111 244 896Half-year ended 30 September 2013Half-year ended 30 September 2012
$ 40,344,000
Not applicable.
23.44 centsReporting period Previous corresponding period
Control gained over entities
Net tangible assets
$ -
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Gujarat NRE Coking Coal LimitedHalf-year report
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Name of entities (or group of entities)
Date control lost
Contribution of such entities to the reporting entity's profit/(loss) from ordinary activities after income tax during the period (where material)
Profit/(loss) from ordinary activities after income tax of the controlled entity (or group of entities) whilst controlled during the whole of the previous corresponding period (where material)
6.
Current period
Previous corresponding period
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8.
Name of associate / joint venture
Cethana Project
Group's aggregate share of associates and joint venture entities' profit/(loss) (where material)
$ -
$ -
Gujarat NRE Properties Pty Ltd
18 June 2013
There were no dividends paid, recommended or declared during the current financial period.
$ -
Loss of control over entities
Dividends
periodcorresponding
Previous Previous
Current period periodcorresponding
Current period
$ - $ -
$ -
Not applicable.
Dividend reinvestment plans
$ - Income tax on operating activities
There were no dividends paid, recommended or declared during the previous financial period.
On 27 October 2013, the Board approved certain financial and corporate measures regarding, amongst other things, thecompany's dividend policy. Refer to note 8 of the Interim Report for further details.
Details of associates and joint venture entities
percentage holdingContribution to profit/(loss)
(where material)Reporting entity's
30.00% 30.00%
Not applicable.
Profit/(loss) from ordinary activities before income tax
The following dividend or distribution plans are in operation:
$ -
The last date(s) for receipt of election notices for the dividend or distribution plans:
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Gujarat NRE Coking Coal Limited
Half-year report
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10.
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Details of origin of accounting standards used in compiling the report:
Signed
Corrimal, NSW
Chairman
Jasbir Singh
Signed: ________________________________ Date: 20 December 2013
Details of attachments (if any):
The Interim Report of Gujarat NRE Coking Coal Limited for the half-year ended 30 September 2013 is attached.
Audit qualification or review
Not applicable.
Details of audit/review dispute or qualification (if any):
Attachments
The accounts were subject to a review by the auditors and a qualified review report is attached as part of the Interim
Report.
Foreign entities
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Gujarat NRE Coking Coal Limited
Interim Report - 30 September 2013
ABN 28 111 244 896
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Fx: +61 (02) 9279 0664
383 Kent Street
7 Princes Highway Corrimal, NSW 2518
Directors
Company secretary
www.gujaratnre.com.au
Term Lenders:State Bank of IndiaExport Import Bank of IndiaBank of BarodaUnion Bank of IndiaUCO BankAfra Asia Bank
Gujarat NRE Coking Coal Limited shares are listed on the Australian Securities Exchange (ASX code: GNM)
Website
Stock exchange listing
Bankers
Corrimal, NSW 2518
Ph: +61 (02) 9290 9600
207 Kent StreetLevel 7Boardroom Pty Limited
7 Princes Highway
Axis Bank LimitedDBS Bank LimitedCanara BankPunjab National BankState Bank of MauritiusMauritius Commercial Bank
State Bank of India, Sydney Branch
Sydney, NSW 2000
Grant Thornton Audit Pty LtdAuditorLevel 17
Sydney, NSW 2000
Lot 31Principal place of business
Registered office
Share register
Ph: +61 (02) 4223 6836Fx: +61 (02) 4283 7449
Gujarat NRE Coking Coal Limited
30 September 2013Corporate directory
Mr. Sanjay Sharma (Chief Commercial Officer)
Lot 31
Mr Jasbir Singh (Director appointed on 29 July 2013 and Chairman and Chief Executive Officer on 27 October 2013)Mr Arun Kumar JagatramkaDr Andrew E. FirekMr Maurice AnghieMrs. Mona Jagatramka (resigned on 29 July 2013)
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Gujarat NRE Coking Coal Limited Directors’ report 30 September 2013 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Gujarat NRE Coking Coal Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled for the half-year ended 30 September 2013. Directors The following persons were directors of Gujarat NRE Coking Coal Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated: Mr Jasbir Singh (appointed director on 29 July 2013 and Chairman and Chief Executive Officer on 27 October 2013) Mr Arun Kumar Jagatramka (Executive Chairman till 27 Oct 2013 and Non-executive director since Oct 27 2013) Dr Andrew E. Firek (Independent Non-executive director) Mr Maurice Anghie (Independent Non-executive director) Mrs Mona Jagatramka (resigned on 29 July 2013) Principal activities During the financial half-year the continuing principal activities of the consolidated entity consisted of:
mining and producing coal; selling and exporting coal; and expanding and developing NRE No. 1 and NRE Wongawilli collieries.
Review of operations and operating result The loss for the consolidated entity after providing for income tax amounted to $74,116,000 (30 September 2012: profit of $1,563,000). The above loss is after giving effect to a net foreign exchange loss of $40,237,000 in financial half-year, as compared with a net foreign exchange gain of $826,000 in the corresponding previous half-year. $40,512,000 of the foreign exchange loss is unrealised and relates to the change in exchange rate between the US dollar and Australian dollar. Production The consolidated entity extracted approximately 442,000 tonnes of ROM (run-of-mine) coal during the financial half- year ended 30 September 2013. The production was much lower compared to approximately 906,000 tonnes of ROM coal extracted during the financial half-year ended 30 September 2012 due to hard sill material and igneous dyke encountered while mining Longwall 5 at NRE No. 1 Colliery; production commencing at NRE Wongawilli sometime in June 2013 after longwall had been relocated to a N2, newly developed area in Nebo part of the Wongawilli Colliery; and delay in receiving services and consumables on various occasions due to cash-flow constraints. Development The consolidated entity continued development of Maingate 6 (‘MG6’) during financial half-year, which is required for the extraction of coal from the next block (Longwall 6) at NRE No. 1 Colliery. Approximately 700 metres of development was achieved during the reporting period at MG6. Similarly at NRE Wongawilli Colliery, development for future longwall blocks was undertaken with a progress of 567 metres development in the N4 panel. Approvals NRE No.1 Colliery - A modified application for the Underground Expansion Project Part 3A was submitted to the Department of Planning & Infrastructure (‘DPI’) on 25 September 2013 for determination. The modified application is similar to the original proposal, to increase production to up to 3 million tonnes per annum including upgrading surface infrastructure and extraction of coal from only 8 longwalls in the Wonga East area. To expedite the current approval process the 7 longwalls in the Wonga East area have been removed from the current application. The consolidated entity plans to submit a separate application for those 7 longwalls at a later date. Subject to approval of the currently submitted application for 8 longwalls, the mine life in the Wonga East area will be extended for an additional 5 years. The subsequent application for the further 7 longwalls the mine life will be extended further for up to 18 years. NRE Wongawilli Colliery – All approvals for current longwall operations are in place via an extension plan, which was approved by DPI and a Subsidence Management Plan (‘SMP’) allowing first 800 metres of longwall N2. The consolidated entity is currently working on SMP approval for the entire extraction of this panel.
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Gujarat NRE Coking Coal Limited Directors’ report 30 September 2013 Workplace health and safety Continuous improvement in the development of the Health and Safety management systems throughout the safety regime of the consolidated entity is being rewarded with a positive workplace culture and ultimately continued reductions in workplace injuries and incidents. A continued effort across the workforce to create a proactive thought process, rather than a reactive correction need, is assisting in the continual improvement process. The focus on safety and a positive workplace culture has produced encouraging results with a large number of workgroups across the consolidated entity’s workforce exceeding greater than 500 days loss time injury free, being topped out with two workgroups reaching five years loss time injury free. This is a fantastic achievement by, and congratulations to, all involved.
NRE No.1 mine
NRE Wongawilli Mine
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Gujarat NRE Coking Coal Limited Directors’ report 30 September 2013 Community relations There have been substantial community and agency focus on the activities at NRE No.1 Colliery due to the current Part 3A public exhibition. Two community information days were held, which were attended by 16 community members. During the financial half-year, one complaint was received at NRE No.1 Colliery for an incident unrelated to its operations and NRE Wongawilli received one complaint related to dust emissions from coal trains during a period of dry and windy weather.
Remedial noise control works including installation of a sound absorptive enclosure and acoustic earth bunding was undertaken and completed to comply with current noise emission criteria.
Community Consultative Committees (‘CCC’) of both collieries continues to meet at regular intervals to deal with matters related to community.
Corporate update Funding and finances Due to economic downturn, adverse market conditions especially lower coal prices for an extended period and lower production, the consolidated entity was facing difficulties with its cash-flow for many months resulting in delay and non-payment to its creditors including employees (who were not paid for almost 5 weeks during the month of September 2013). In order to alleviate its difficult cash-flow, the consolidated entity finalised a placement deal with Jindal Steel & Power (Mauritius) Limited (‘JSPL’), approved by the shareholders in a general meeting held on 16 October 2013, to receive approximately $66 million in exchange of issuing 328,500,000 fully paid ordinary shares in the company at a price of $0.20 per share attached with 328,500,000 options exercisable at Nil price within a period of 5 years from the date of allotment. It was also agreed, and approved by the company’s shareholders, that previous off-take agreements between the consolidated entity and Gujarat NRE Coke Limited (‘GNCL’) be replaced with new off-take agreements between JSPL and GNCL. As at 30 September 2013, the company was in receipt of $42 million of new funding. 175,674 new shares issued by the company pursuant to its previous rights issue, which was partially underwritten, to raise up to $68.8 million were cancelled as the company was unable to raise minimum amount. The company also issued a cash bond (in the form of deed) in early July 2013 to Ultrabulk (ship owner) with a guaranteed maturity value of US $2.5 million representing freight and demurrage and maturity date of 16 December 2013 or the bondholder will have a right to convert this bond into 25 million fully paid ordinary shares (Shares) in the company. As at the date of this report, this amount of US $2.5 million remains payable and the company has not received notice for the issue of Shares. However, the company has received the notice of demand to repay full amount. Subsequent to a placement deal with JSPL, the consolidated entity was able to finance US $10 million fresh debt with an option to increase up to $60 million as well as US $106.5 million with an option to increase up to $140 million from its existing lenders for its capital expenditures. Board structure As part of the placement deal with JSPL, Mrs Mona Jagatramka was replaced on the Board by Mr Jasbir Singh who is the nominee director of JSPL. In addition, Mr Arun Kumar Jagatramka acted as the Executive Chairman of the company’s Board of Directors until 27 October 2013 who was replaced by Mr Jasbir Singh (appointed as the Chairman and Chief Executive Officer of the company with effect from 27 October 2013). Auditor’s review report The attached financial statements detail the performance and financial position of the consolidated entity for the half-year ended 30 September 2013. It also contains an independent auditor’s review report which includes an emphasis of matter paragraph in regard to the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and also a qualified opinion in respect of the carrying value of deferred tax assets and receivables. For further information, refer to note 1 to the financial statements and the independent auditor's review report. Significant changes in the state of affairs Restatement of comparatives The consolidated entity impaired assets and made other adjustments that related to prior to the beginning of the current half-year period. The statement of financial position as at 31 March 2013 was restated accordingly. Refer to note 2 to the financial statements for further information on the restatement.
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Gujarat NRE Coking Coal Limited Directors’ report 30 September 2013
Events after the reporting period
There have been a number of events after the reporting date including change of control, liquidity and financing issues and a rights issue. Refer to note 8 to the financial statements for further information.
There were no other significant changes in the state of affairs of the consolidated entity during the financial half-year.
Rounding of amounts The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.
Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
_____________________________ Jasbir Singh Chairman 20 December 2013 Corrimal, NSW
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Grant Thornton Audit Pty Ltd ACN 130 913 594 Level 19, 2 Market Street Sydney NSW 2000 Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant
Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered
by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context
only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton
Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
Auditor’s Independence Declaration
To The Directors of Gujarat NRE Coking Coal Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead
auditor for the review of Gujarat NRE Coking Coal Limited for the half-year ended 30
September 2013, I declare that, to the best of my knowledge and belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act
2001 in relation to the review; and
b no contraventions of any applicable code of professional conduct in relation to the
review.
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
I S Kemp
Partner - Audit & Assurance
Sydney, 20 December 2013
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Page
891011122829
Lot 317 Princes Highway Corrimal, NSW 2518
A description of the nature of the consolidated entity's operations and its principal activities are included in thedirectors' report, which is not part of the financial report.
The financial report was authorised for issue, in accordance with a resolution of directors, on 20 December 2013. Thedirectors have the power to amend and reissue the financial report.
General information
The financial report covers Gujarat NRE Coking Coal Limited as a consolidated entity consisting of Gujarat NRECoking Coal Limited and the entities it controlled. The financial report is presented in Australian dollars, which isGujarat NRE Coking Coal Limited's functional and presentation currency.
Contents
Financial report
Notes to the financial statementsDirectors' declaration
Independent auditor's review report to the members of Gujarat NRE Coking Coal Limited
The financial report consists of the financial statements, notes to the financial statements and the directors'declaration.
Statement of profit or loss and other comprehensive incomeStatement of financial positionStatement of changes in equityStatement of cash flows
Gujarat NRE Coking Coal Limited
30 September 2013Financial report
Gujarat NRE Coking Coal Limited is a listed public company limited by shares, incorporated and domiciled inAustralia. Its registered office and principal place of business is:
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Note 30/09/2013 30/09/2012$'000 $'000
4 40,344 120,851
5 275 826
(61,046) (82,257)(13,585) (20,111)(11,227) (4,636)(4,284) (1,235)
- (1,894)(6,408) -
(40,512) - (11,158) (9,266)
(107,601) 2,278
33,485 (715)
(74,116) 1,563
150 (340)(45) 102
105 (238)
(74,011) 1,325
Cents Cents
11 (5.386) 0.151 11 (5.386) 0.150
Gain/(loss) on revaluation of available-for-sale financial assetsItems that may be reclassified subsequently to profit or loss
Profit/(loss) after income tax (expense)/benefit for the half-year attributable to the owners of Gujarat NRE Coking Coal Limited
Income tax (expense)/benefit
Other income
Revenue
Net foreign exchange loss unrealisedLoss on disposal of assets
Finance costs
Other comprehensive income
Gujarat NRE Coking Coal Limited
For the half-year ended 30 September 2013Statement of profit or loss and other comprehensive income
Consolidated
Cost of salesDistribution expenses
Environmental expensesImpairment of assets
Expenses
Administrative expenses
Diluted earnings per shareBasic earnings per share
Profit/(loss) before income tax (expense)/benefit
Other comprehensive income for the half-year, net of tax
Total comprehensive income for the half-year attributable to the owners of Gujarat NRE Coking Coal Limited
Income tax on item of other comprehensive income
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
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Note 30/09/2013 31/03/2013$'000 $'000
25,270 2,913 6 73,197 59,618
14,987 17,347 113,454 79,878
2,970 5,062 726,612 726,673 78,910 45,470
360 360 376 366
809,228 777,931
922,682 857,809
7 169,274 115,458 329,228 312,999 66,301 48,821
199 1,067 13,785 14,801
578,787 493,146
68,084 15,786 10,910 10,444 15,868 15,526
- 284 94,862 42,040
673,649 535,186
249,033 322,623
639,634 639,634 21,397 20,871
(411,998) (337,882)
249,033 322,623
Reserves
Property, plant and equipment
Exploration and licensesDeposits
Restoration guarantee
Total liabilities
Liabilities
Loan from related party
Total non-current assets
Current assets
Assets
Cash and cash equivalents
Accumulated losses
Trade and other receivablesInventories
Deferred tax
Total current liabilities
Working capital facilities from banks
Current liabilities
Non-current assets
Total current assets
Available-for-sale financial assets
Total equity
Refer to note 2 for detailed information on restatement of comparatives.
Bonds
Total non-current liabilities
Net assets
Borrowings
Gujarat NRE Coking Coal LimitedStatement of financial positionAs at 30 September 2013
Consolidated
Trade and other payablesBorrowings
Derivative financial instrumentsProvisions
Total assets
Issued capitalEquity
Non-current liabilities
The above statement of financial position should be read in conjunction with the accompanying notes
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Totalequity
$'000 $'000 $'000 $'000
562,240 19,769 3,503 585,512
- - 1,563 1,563
- - - (238) - (238)
- - - (238) 1,563 1,325
32,500 - - 32,500 - (51) - (51)
- - 594,740 19,480 5,066 619,286
Totalequity
$'000 $'000 $'000 $'000
639,634 20,871 (337,882) 322,623
- - (74,116) (74,116)
- - - 105 - 105
- - - 105 (74,116) (74,011)
- 421 - 421
- - 639,634 21,397 (411,998) 249,033
Transactions with owners in their capacity as owners:
Balance at 30 September 2013
Share-based payments
Issuedcapital
Other comprehensive income for the half-year, net of tax
Loss after income tax (expense)/benefit for the half-year
Total comprehensive income for the half-year
Balance at 1 April 2013
Gujarat NRE Coking Coal Limited
For the half-year ended 30 September 2013Statement of changes in equity
Other comprehensive income for the half-year, net of tax
Profit after income tax (expense)/benefit for the half-year
Total comprehensive income for the half-year
Contributions of equity, net of transaction costs Share-based payments
Balance at 30 September 2012
Consolidated
Transactions with owners in their capacity as owners:
Reserves profitsRetained
capitalIssued
ReservesAccumulated
losses
ConsolidatedBalance at 1 April 2012
The above statement of changes in equity should be read in conjunction with the accompanying notes
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30/09/2013 30/09/2012$'000 $'000
36,316 142,900 (55,615) (132,995)
(19,299) 9,905 (9,709) (9,670)
(29,008) 235
- (14,345)(32,071) (54,548)
- (7)1,752 - 3,750 -
(26,569) (68,900)
- 32,500 71,775 33,857 (9,551) 13,151 42,000 -
(26,280) (10,175)(10) (71)
77,934 69,262
22,357 597 2,913 3,749
25,270 4,346
Receipts from customers Payments to suppliers and employees
Proceeds on sales of properties
Consolidated
Cash flows from operating activities
Payments for mine development
Interest and other finance costs paid
Net cash from/(used in) operating activities
Gujarat NRE Coking Coal Limited
For the half-year ended 30 September 2013Statement of cash flows
Cash and cash equivalents at the beginning of the financial half-year
Cash and cash equivalents at the end of the financial half-year
Cash flows from investing activities
Investment in Cethana Project - JV expenses
Net cash from financing activities
Proceeds from borrowings
Proceeds from sale of investments
Payments for property, plant and equipment
Proceeds from issue of shares
Advance from Jindal
Net increase in cash and cash equivalents
Cash flows from financing activities
Net increase in related party loans receivables
Net cash used in investing activities
Repayment of borrowings:Loan of Axis BankPayment of deposits
The above statement of cash flows should be read in conjunction with the accompanying notes
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The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretationsissued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
New, revised or amending Accounting Standards and Interpretations adopted
AASB 12 Disclosure of Interests in Other Entities
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not beenearly adopted.
Any significant impact on the accounting policies of the consolidated entity from the adoption of these AccountingStandards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretationsdid not have any significant impact on the financial performance or position of the consolidated entity.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
Gujarat NRE Coking Coal Limited
These general purpose financial statements for the interim half-year reporting period ended 30 September 2013 havebeen prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and theCorporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliancewith International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
30 September 2013
These general purpose financial statements do not include all the notes of the type normally included in annualfinancial statements. Accordingly, these financial statements are to be read in conjunction with the annual report forthe year ended 31 March 2013 and any public announcements made by the company during the interim reportingperiod in accordance with the continuous disclosure requirements of the Corporations Act 2001.
Notes to the financial statements
The principal accounting policies adopted are consistent with those of the previous financial year and correspondinginterim reporting period, unless otherwise stated.
Note 1. Significant accounting policies
AASB 11 Joint ArrangementsThe consolidated entity has applied AASB 11 from 1 April 2013. The standard defines which entities qualify as jointarrangements and removes the option to account for joint ventures using proportional consolidation. Joint ventures,where the parties to the agreement have the rights to the net assets will use equity accounting. Joint operations,where the parties to the agreements have the rights to the assets and obligations for the liabilities will account for theassets, liabilities, revenues and expenses in accordance with the standards applicable to the particular assets,liabilities, revenues and expenses with interests in other entities, subsidiaries, associates and joint arrangements.
The consolidated entity has applied AASB 10 from 1 April 2013, which has a new definition of 'control'. Control existswhen the reporting entity is exposed, or has the rights, to variable returns (e.g. dividends, remuneration, returns thatare not available to other interest holders including losses) from its involvement with another entity and has the abilityto affect those returns through its 'power' over that other entity. A reporting entity has power when it has rights (e.g.voting rights, potential voting rights, rights to appoint key management, decision making rights, kick out rights) thatgive it the current ability to direct the activities that significantly affect the investee’s returns (e.g. operating policies,capital decisions, appointment of key management). The consolidated entity not only has to consider its holdings andrights but also the holdings and rights of other shareholders in order to determine whether it has the necessary powerfor consolidation purposes.
AASB 10 Consolidated Financial Statements
The consolidated entity has applied AASB 12 from 1 April 2013. The standard contains the entire disclosuresrequirements associated with interests in other entities, subsidiaries, associates and joint arrangements. Thedisclosure requirements have been significantly enhanced when compared to the disclosures previously located inAASB 127 'Consolidated and Separate Financial Statements', AASB 128 'Investments in Associates', AASB 131'Interests in Joint Ventures' and Interpretation 112 'Consolidation - Special Purpose Entities'.
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Gujarat NRE Coking Coal Limited
30 September 2013Notes to the financial statements
AASB 127 Separate Financial Statements (Revised)AASB 128 Investments in Associates and Joint Ventures (Reissued)The consolidated entity has applied AASB 127 and AASB 128 from 1 April 2013, which have been modified to removespecific guidance that is now contained in AASB 10, AASB 11 and AASB 12.
AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets andFinancial LiabilitiesThe consolidated entity has applied AASB 2012-2 from 1 April 2013, which enhanced the disclosure requirements ofAASB 7 'Financial Instruments: Disclosures' (and consequential amendments to AASB 132 'Financial Instruments:Presentation') to provide information about netting arrangements, including rights of set-off related to an entity'sfinancial instruments and the effects of such rights on its statement of financial position.
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 CycleThe consolidated entity has applied AASB 2012-5 from 1 April 2013. The amendments affect five AustralianAccounting Standards as follows: Confirmation that repeat application of AASB 1 'First-time Adoption of AustralianAccounting Standards' is permitted; Clarification of borrowing cost exemption in AASB 1; Clarification of thecomparative information requirements when an entity provides an optional third column or is required to present athird statement of financial position in accordance with AASB 101 'Presentation of Financial Statements'; Clarificationthat servicing of equipment is covered by AASB 116 'Property, Plant and Equipment', if such equipment is used formore than one period; clarification that the tax effect of distributions to holders of equity instruments and equitytransaction costs in AASB 132 'Financial Instruments: Presentation' should be accounted for in accordance withAASB 112 ‘Income Taxes’; and clarification of the financial reporting requirements in AASB 134 Interim FinancialReporting' and the disclosure requirements of segment assets and liabilities.
AASB 2012-9 Amendment to AASB 1048 arising from the Withdrawal of Australian Interpretation 1039The consolidated entity has applied AASB 2012-9 amendments from 1 April 2013. The amendments removereference in AASB 1048 following the withdrawal of Interpretation 1039 'Substantive Enactment of Major Tax Bills inAustralia'.
AASB 2012-10 Amendments to Australian Accounting Standards - Transition Guidance and Other AmendmentsThe consolidated entity has applied AASB 2012-10 amendments from 1 April 2013, which amends AASB 10 andrelated standards for the transition guidance relevant to the initial application of those standards. The amendmentsclarify the circumstances in which adjustments to an entity’s previous accounting for its involvement with other entitiesare required and the timing of such adjustments.
The consolidated entity has applied AASB 119 and its consequential amendments from 1 April 2013. The standardeliminates the corridor approach for the deferral of gains and losses; streamlines the presentation of changes inassets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in othercomprehensive income; and enhances the disclosure requirements for defined benefit plans. The standard alsochanged the definition of short-term employee benefits, from 'due to' to 'expected to' be settled within 12 months.Annual leave that is not expected to be wholly settled within 12 months is now discounted allowing for expected salarylevels in the future period when the leave is expected to be taken.
Note 1. Significant accounting policies (continued)
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising fromAASB 13The consolidated entity has applied AASB 13 and its consequential amendments from 1 April 2013. The standarddoes not prescribe when to use fair value. Instead it provides a single robust measurement framework, with clearmeasurement objectives, for measuring fair value using the 'exit price' and it provides guidance on measuring fairvalue when a market becomes less active. The 'highest and best use' approach would be used to measure assetswhereas liabilities would be based on transfer value.
AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian AccountingStandards arising from AASB 119 (September 2011)
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Gujarat NRE Coking Coal Limited
30 September 2013Notes to the financial statements
Note 1. Significant accounting policies (continued)
Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine and AASB 2011-12 Amendments toAustralian Accounting Standards arising from Interpretation 20The consolidated entity has applied Interpretation 20 and its consequential amendments from 1 April 2013. TheInterpretation clarifies when production stripping costs should lead to the recognition of an asset and how that assetshould be initially and subsequently measured. ‘Stripping’ refers to the process where waste is removed from thesurface to gain access to the mine deposits underneath. If the benefit from the stripping activity will be realised in thecurrent period, the consolidated entity is required to account for the stripping activity costs as part of the cost ofinventory. When the benefit is the improved access to ore, the consolidated entity recognises these costs as a non-current ‘stripping activity ‘asset, if certain criteria are met. The stripping activity asset is accounted for as an additionto, or as an enhancement of, an existing asset. If the costs of the stripping activity asset and the inventory producedare not separately identifiable, the consolidated entity allocates the cost between the two assets using an allocationmethod based on a relevant production measure. After initial recognition, the stripping activity asset is carried at itscost or revalued amount less depreciation or amortisation and less impairment losses, in the same way as theexisting asset of which it is a part.
Going concern
The consolidated entity financial result at 30 September 2013 is as follow:
• Loss after income tax of $74,116,000 (September 2012 half-year: profit of $1,563,000).The net loss includes a netforeign exchange loss of $40,237,000 in the financial half-year, as compared to a net foreign exchange gain of$826,000 in the corresponding previous half-year. $40,512,000 of the net foreign exchange loss is unrealised andrelates to the change in exchange rate between the US dollar and Australian dollar.
• Net current assets deficiency of $465,333,000 (31 March 2013: $413,268,000) including current borrowings of$329,228,000 (31 March 2013: $312,999,000) from which $329,228,000 (31 March 2013: $231,910,000) have beenreclassified as current liabilities to comply with Accounting Standards AASB101 'Presentation of FinancialStatements', due to breach of financial covenants, and an advance from Jindal Steel & Power of $42,000,000 whichwas converted to equity subsequent to the end of the financial period.
The current adverse performance of the consolidated entity was primarily due to:• Significant adverse financial market conditions; • The high Australian dollar resulting in lower revenues;• Lower coking coal prices during the financial period;• Reduced production due to development activities carried out at the mine; and• Delay in receiving services and consumables on various occasions due to liquidity issues.
The directors consider the consolidated entity to be a going concern on the basis of the following:
Production at NRE Wongawilli CollieryThe consolidated entity is expecting relatively smoother and continuous production at its NRE Wongawilli colliery as itis currently mining Longwall N2 and it has all the necessary approvals in place to continue mining up to 2015-16. Theconsolidated entity is also in process of obtaining further approvals to extend the mining activities for up to 15 years.The consolidated entity has successfully negotiated/renegotiated payment plans with most of its creditors andexpecting to avoid unnecessary delays that were experienced in past due to liquidity issue.
Production at NRE No.1 CollieryNRE No.1 Colliery currently has approval to extract coal from LW 5 up to December 2013 and anticipating to receivelong term approvals to extract coal from further longwalls in February 2014. In the meantime, the consolidated entitywill be focusing on completion of MG6 development that is necessary for mining of Longwall 6 and also relocation ofLongwall equipment from Longwall 5 to Longwall 6. Again the consolidated entity is expecting to avoid unnecessarydelays that were experienced in past due to liquidity issue.
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30 September 2013Notes to the financial statements
Note 1. Significant accounting policies (continued)
Cash injection of $110 million plus cash advances facility of up to $50 millionJindal Steel and Power (Mauritius) Pty Ltd ('JSPL') has injected over $110 million in to the company over the pastthree months. As the company’s largest shareholder pursuant to a placement deal whereby the company issued328,500,000 fully paid ordinary shares and 328,500,000 options to JSPL on 11 November 2013 (these options wereexercised and converted into fully paid ordinary shares by JSPL on 15 November 2013), JSPL increased its equitystake to 53.63% (majority control). Since then, JSPL has further invested around $58 million by participating in theaccelerated rights issue launched by the company on 25 November 2013 further increasing its stake to 65.84% on 2December 2013. In addition to such equity inflows, JSPL has provided a credit facility of up to $50 million whereby thecompany can borrow up to $50 million for a period of two months on an as needed basis so as to allow it to meet itsobligations to its creditors, etc. as well as finance its working capital needs. As per the credit facility agreement, thecompany drew down $14 million which it repaid from funds raised (around $58 million) from the accelerated rightsissue that was subscribed by JSPL. i.e. entire $50 million is currently available for the company to draw if needed.
Creditors – settlements, payment plans and better terms going forwardThe consolidated entity has negotiated with most of its creditors for better liquidity management along the followinglines:• Receiving discount on past balances incurred prior to 28 October 2013;• Agreeing to repay outstanding amounts in tranches over periods ranging between 6 months to 24 months;• Negotiating better prices for future services and products; and• Negotiating better and longer credit terms.
This has provided major relief to the consolidated entity in terms of its liquidity needs while ensuring that theconsolidated entity works with its creditors’ community in an amicable manner. This includes working withGovernment agencies one of which had garnishee orders on the consolidated entity as well as some of its directors.There are currently no garnishee orders on the consolidated entity.
Rescheduling of bank debtsThe consolidated entity has successfully negotiated with its bankers for rescheduling its bank loans to a longer period.This arrangement has mitigated consolidated entity’s current liquidity risk. Refer to note 10 Events after the reportingperiod for further information.
Liquidity generation – Ongoing business and productionSince JSPL taking over the consolidated entity on 28 October 2013, operating metrics of production and developmenthave been significantly improved. Production levels including longwall mining and development work have beenbrought to normal level.
Cost control and productivity improvementA Voluntary Redundancy Scheme ('VRS') with an aim to rationalise manpower was announced on 12 December 2013with an aim to achieve aound 20% reduction across the entire workforce without affecting the proposed productionplans and development activities. A VRS, which is now in progress, consists of formal procedures includingconsultation with and presentation to union representatives and employees.
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30 September 2013Notes to the financial statements
Note 1. Significant accounting policies (continued)
Employees interested in VRS need to provide their Expression of Interest ('EOI') by 24 December 2013. Responsereceived from those interested employees shall be then scrutinised and finalised by 10 January 2014.
A committee of technical experts has been formed to improve the productivity by benchmarking the industryparameters and looking at process improvements.
The consolidated entity believes that with all measures put in place recently including injection of cash liquidity,reduction of cost, introduction of operational efficiency and negotiations/relegations with suppliers etc., theconsolidated entity would be able to put its liquidity troubles behind it and move to the more productive aspect ofrunning a profitable business. Management are pleased at the progress made over the period of last few weeks andbelieve that the consolidated entity will become healthy and strong going forward.
From above, the directors consider that the consolidated entity to be a going concern and able to meet its debts andobligations as they fall due.
Notwithstanding the above, if one or more of the planned measures do not eventuate or are not resolved in theconsolidated entity’s favour, then in the opinion of the directors, there will be significant uncertainty regarding theability of the consolidated entity to continue as a going concern and pay its debts and obligations as and when theybecome due and payable.
If the consolidated entity is unable to continue as a going concern, it may be required to realise its assets andextinguish its liabilities other than in the normal course of business at amounts different from those states in thefinancial statements.
No adjustments have been made to the financial statements relating to the recoverability and classification of therecorded asset amounts or the amounts and classification of liabilities that might be necessary should theconsolidated entity not continue as a going concern.
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30 September 2013Notes to the financial statements
Note 2. Restatement of comparatives
The consolidated entity obtained an independent valuation for its mining assets and mining licenses (Assets) todetermine their carrying value for the year ended 31 March 2013. The initial valuation range (low, medium and high)for the Assets was considered and the consolidated entity used the value which was on the higher side of the rangewhen issuing the 31 March 2013 financial statements. The consolidated entity’s auditor raised certain concerns inrelation to valuation used by the consolidated entity as well as on some of the assumptions on which the valuationwas based upon. Noting the auditor's concerns and to ensure the adequacy of carrying value of its assets, theconsolidated entity obtained a revised valuation and accepted to use more conservative value. Consequently inaccordance with AASB136 'Impairment of Assets', the consolidated entity has taken a carrying value $726 million forits Assets. i.e. The consolidated entity impaired its mining Assets by additional $273,846,000 compared to impairmentreported on 31 March 2013.
The revised report, which suggested $726 million as a preferred value for the consolidated entity’s Assets, was basedon several assumptions including but not limited to:
• Discounting rate of 9.5% (based on WACC);• Long-term coking coal prices of $197;• Long-term exchange rate of US $1.00: Aus $0.85;• Life of each mine over 25 years; and• Permitted rate of extraction of up to 3.2 Mpta for both the mines, in accordance with the current mining plans.
Deferred tax assets and deferred tax liabilities have also been netted in accordance with AASB 112 ‘Income Taxes’.The deferred tax balance increased as a result of management finalising and updating the tax workings.
The impact of the above adjustments had no effect on the statement of financial position at the beginning of theimmediately preceding period (1 April 2012) nor on the statement of profit or loss and other comprehensive incomefor the half-year to 30 September 2012.
The effect on the statement of financial position at the end of the immediately preceding period (31 March 2013) wereas follows:
Increase Capital WIP (PPE) $3,593,000Amortisation of mine assets $2,541,000 Impairment of mine assets $127,338,000Impairment of Avondale lease $146,508,000Additional accruals and creditors $5,270,000Increase in deferred tax asset $13,277,000
Following the issuance of the 31 March 2013 financial statements, the new management have reassessed thecarrying value of its assets and liabilities and made the following adjustments:
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30 September 2013Notes to the financial statements
31/03/2013 31/03/2013$'000 $'000 $'000
Reported Adjustment Restated
2,913 - 2,913 59,618 - 59,618 17,347 - 17,347 79,878 - 79,878
5,062 - 5,062 999,467 (272,794) 726,673 32,193 13,277 45,470
360 - 360 366 - 366
1,037,448 (259,517) 777,931
1,117,326 (259,517) 857,809
110,188 5,270 115,458 312,999 - 312,999 48,821 - 48,821 1,067 - 1,067
14,801 - 14,801 487,876 5,270 493,146
15,786 - 15,786 10,444 - 10,444 15,526 - 15,526
284 - 284 42,040 - 42,040
529,916 5,270 535,186
587,410 (264,787) 322,623
639,634 - 639,634 20,871 - 20,871
(73,095) (264,787) (337,882)587,410 (264,787) 322,623
587,410 (264,787) 322,623
Consolidated
Statement of financial position at the end of the earliest comparative period
Equity attributable to the owners of Gujarat NRE Coking Coal Limited
Total equity
Trade and other payables
Loan from related party
Borrowings
Current assets
Total current assets
Note 2. Restatement of comparatives (continued)
Issued capital
Total non-current liabilities
Total assets
Current liabilities
Bonds
Available-for-sale financial assets
Total liabilities
Accumulated losses
Non-current liabilities
Trade and other receivables
Property, plant and equipment
Total current liabilities
Deferred tax
Liabilities
Net assets
Equity
Non-current assets
Cash and cash equivalents
Reserves
Provisions
Deposits
Inventories
Assets
Exploration and licenses
Borrowings
Total non-current assets
Derivative financial instruments
Restoration guarantee
Working capital facilities from banks
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30 September 2013Notes to the financial statements
unallocated Total$'000 $'000 $'000 $'000 $'000 $'000
- - - - (20,968) (20,968)(10,285)(9,808)
(19,620)(40,512)
(6,408)
(107,601)33,485
(74,116)
Adjusted EBITDA
Note 3. Operating segments
Previous Management Committee was comprised of Chairman, Chief Financial Officer (of Gujarat NRE CokeLimited) and a non-executive director of Gujarat NRE Coke Limited. The current Management Committee comprisesof Chairman, Chief Commercial Officer, Operations Manager, HR Representative, Head Project and OperationalMonitoring, Group Environmental Approvals Manager.
The CODM reviews adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation plus share-based payments and unrealised exchange loss) to make decisions. The accounting policies adopted for internalreporting to the CODM are consistent with those adopted in the financial statements.
The following table summarises key reconciling items between adjusted EBITDA and statutory profit after taxattributable to the shareholders of Gujarat NRE Coking Coal Limited.
Loss on disposal of investments
Depreciation and amortisation
Operating segment information
Income tax benefit
Unrealised exchange loss
Amortisation (including unwinding of restoration and borrowing cost)
eliminations/
Loss after income tax benefit
Intersegment
Consolidated - 30/09/2013
Loss before income tax benefit
Finance costs
Identification of reportable operating segmentsThe consolidated entity operates in one segment being the mining, preparation and export of coal. This is based onthe internal reports that are reviewed and used by the Management Committee (who are identified as the ChiefOperating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.There is no aggregation of operating segments.
The consolidated entity operates predominately in one geographical region being Australia.
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30 September 2013Notes to the financial statements
unallocated Total$'000 $'000 $'000 $'000 $'000 $'000
- - - - 40,678 40,678 (6,800)(1,894)(8,547)
(22,838)1,628
51
2,278 (715)
1,563
30/09/2013 30/09/2012$'000 $'000
40,233 120,018 - 662
- - 40,233 120,680
15 82 8 7
88 82 - - 111 171
- - 40,344 120,851
30/09/2013 30/09/2012$'000 $'000
275 826
Freight revenue from chartering
Revenue
Export sales
Other revenue
Income tax expense
Intersegment
Profit before income tax expense
eliminations/
Amortisation (including unwinding of restoration and borrowing cost)
Consolidated - 30/09/2012
Depreciation and amortisation
Note 3. Operating segments (continued)
Interest
Consolidated
Foreign exchange gain
Unrealised exchange gainShare-base payments
Profit after income tax expense
Note 4. Revenue
Sales revenue
Other revenue
Consolidated
Rent
Impairment of assets
Adjusted EBITDA
Finance costs
Note 5. Other income
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30 September 2013Notes to the financial statements
30/09/2013 31/03/2013$'000 $'000
31,584 31,590 3,202 3,684
21,480 19,163 13,299 3,748 3,541 1,093
3 10 88 330
- - 73,197 59,618
30/09/2013 31/03/2013$'000 $'000
67,839 60,921 26,610 25,253 74,825 29,284
- - 169,274 115,458
Loans related party
Employee loan / Share application moneyPrepayment
Bills discounted against receivable from major buyer
FBT receivable
Trade receivables
Trade payables
Note 7. Current liabilities - trade and other payables
Consolidated
Trade and other receivables above includes $63,036,000 from Gujarat NRE Coke Limited and associates.
Consolidated
Other receivables
Note 6. Current assets - trade and other receivables
Accruals and othersOther payables
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30 September 2013Notes to the financial statements
• A bank guarantee of $440,222 has been provided to Commonwealth Bank of Australia to Port Kembla CoalTerminal ('PKCT') in respect of site rectification levy by way of the Rectification charge incorporated in the financialyear 2014.
Note 9. Contingent liabilities
The consolidated entity has given bank guarantees as at 30 September 2013 as follows;
• A bank guarantee of $600,000 has been provided to The Sydney Catchment Authority to cover possible mininginduced damage to Sydney Catchment Authority infrastructure.
• A bank guarantee has been provided to the Department of Primary Industries in respect of the restoration liability forNRE No. 1 Colliery for $5,657,000. The restoration liability for this has been accounted at its present value in theconsolidated entity’s financial statements.
• The consolidated entity has provided $40,010,000 as a bank guarantee to the Department of Primary Industries.The amount is for rehabilitation of the new NRE Wongawilli mine (previously known as Eloura mine) purchased fromBHP Billiton by the subsidiary Gujarat NRE Wonga Pty Ltd. This site rehabilitation guarantee is large due to the largearea of land of the mine site. This estimated rehabilitation will be reviewed by the consolidated entity within two yearsand may result in a decrease in the said liability. The restoration liability has been accounted at its present value in theconsolidated entity’s financial statements.
Note 8. Equity - dividends
(b) Gujarat NRE Group holding is less than 700,000,000 sharesIf the Gujarat NRE Group holds less than 700,000,000 shares, subject to the rights of any preference shareholdersand to the rights of the holders of any shares created or raised under any special arrangement as to dividend, thedirectors may from time to time declare a dividend to be paid to the shareholders entitled to the dividend which shallbe payable on all shares according to the proportion that the amount paid (not credited) is of the total amounts paidand payable (excluding amounts credited) in respect of such shares.
The directors may from time to time pay to the shareholders any interim dividends as they may determine. Nodividend shall carry interest as against the company. The directors may set aside out of the profits of the companyany amounts that they may determine as reserves, to be applied at the discretion of the directors, for any purpose forwhich the profits of the company may be properly applied.
There were no dividends paid, recommended or declared during the current or previous financial half year.On 27 October 2013, the Board approved certain financial and corporate measures regarding, amongst other things,the company's dividend policy. The updated dividend policy depends on whether or not the consolidated entity holdsat least 700,000,000 shares.
(a) Gujarat NRE Group holding is at least 700,000,000 sharesSo long as the Gujarat NRE Group holds at least 700,000,000 shares, the dividend policy of the company shall be asfollows:
(i) the company shall not declare any dividends if total outside liabilities are greater than 3.0 times of EBITDA ofthat year or if the company has to fund investments and capital expenditure on its existing assets, mining areas andexploration areas. Otherwise dividends will be paid in accordance with clause (ii) below;
(ii) subject to clause (i) above, the company will declare a dividend each financial year equivalent to at least 50% ofits profits after taxes statutory appropriations, provided it conforms with all relevant laws and regulations relating to thepayment of dividends including, without limitation the obligations imposed on the company under section 254T of theCorporations Act 2001.
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30 September 2013Notes to the financial statements
Gujarat NRE Minerals Limited ats Great Investments Limited – Federal Court Case NSD 405/2013
The dispute involves an application by Great Investments Limited for orders that the consolidated entity redeemcertain convertible bonds registered in its name (“Great Investments Bonds”). Great Investments Limited also seeksorders that the consolidated entity convert the Great Investment Bonds or alternatively damages or equitablecompensation.
The proceedings have been adjourned at large pending finalisation of the Federal Court proceedings NSD1063/2013(“the related proceedings”).
Yet to be quantified but estimated at a claim of $1,372,785.
Following matters earlier reported in financial statements for year ended on 31 March 2013 have been successfullyresolved and/or negotiated and actual liabilities been recognised in the books of the consolidated entity.
1. Gujarat NRE Wonga Pty Limited ats Grindley Properties Pty Limited – Supreme Court Case 2012/386603;2. Gujarat NRE Wonga Pty Limited v RUS Mining Services Pty Limited – Supreme Court Case 129908 of 2013;3. Gujarat NRE Coking Coal Limited v RUS Mining Services Pty Limited – Supreme Court Case 129853 of 2013;4. Gujarat NRE Wonga Pty Limited v Ellton Mine Services Pty Limited – Supreme Court Case 396358/2012;5. Gujarat NRE Coking Coal Limited v Ellton Mine Services Pty Limited – Supreme Court Case 396379/2012;6. Gujarat NRE Coking Coal Limited v Ellton Conveyors Pty Limited – Supreme Court Case 31877/2013; and7. Farrell Mining Pty Limited v Gujarat NRE Coking Coal Limited – Local Court Case 2013/137851.
Note 9. Contingent liabilities (continued)
Gujarat NRE Minerals Limited ats Warner & Kugel (as Liquidators of Bellpac Pty Limited) & Bellpac Pty Limited –Federal Court Case NSD 1063/2012 (“All Bonds”)
During 2008, the consolidated entity settled Bellpac’s claims in relation to the Remediation Obligation and the RoyaltyObligations by way of a Deed dated 23 July 2008 (“Settlement” or “Deed”). Pursuant to this Deed, the companyissued 200 Convertible Bonds aggregating to $10 million in Bellpac’s favour. Since then Bellpac Pty Ltd has appointedReceivers and Managers and there is a dispute as to the real ownership of the Bonds. The dispute involves theapplication by the Liquidators against all of the third party registered bondholders for a correction of the Register intoBellpac’s name (the total value of the bonds is AUD$10 million – “Bonds”).
The Liquidators claim that title to all transferred Bonds has not properly passed. The Liquidators also claim, inter alia,that the transactions related to the transfer sought were void and/or voidable against them.
The first and second defendants’ appeal of the final orders made in Federal Court proceedings NSD34/2010 hasbeen dismissed.
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30 September 2013Notes to the financial statements
UIL has substituted the original proceedings that were commenced by RUS against the consolidated entity and LendLease has commenced separate wind-up proceedings against the consolidated entity, which was listed for hearing on18 December 2013.
The consolidated entity is under a belief that it has in-principal reached an agreement with Lend Lease andaccordingly Lend Lease has applied for and the Court has adjourned the proceedings commenced by them till 20December 2013. As on the date of this report the consolidated entity has entered into a formal agreement and LendLease has agreed to withdraw these proceedings. The Court has approved UIL’s application to substitute the original proceedings that were commenced by RUS andthe matter is now listed for further hearing on 3 February 2014. No other party has notified their interest in any ofthese proceedings. The consolidated entity will continue trying to resolve the matter with UIL.
The consolidated entity has faced severe cash constraints during the financial half-year resulting in delay and non-payment to its creditors, employees, government and banks. Consequently, the consolidated entity has been servedwith number of legal notices, proceedings, statement of claims, statutory demands and winding up proceedings.
Winding up proceedingsWinding up proceedings in the Supreme Court of New South Wales have been commenced against the consolidatedentity by a creditor, RUS Mining Services Pty Ltd (‘RUS’) for the amount of $4,247,000. Notwithstanding that RUS hasnow applied to the Court to be granted leave and withdrawn these proceedings, the New South Wales Office of StateRevenue and UIL (Singapore) Pte Ltd (‘UIL’) have lodged Notices of Appearance with the Court and indicated theirintention to appear and support the application. The consolidated entity has now come to an “in-principal” agreementwith the Office of State Revenue who has agreed to remove their application regarding appearing and supporting thewinding-up application against the consolidated entity pending execution of a formal agreement. The consolidatedentity is confident that a similar outcome will be achieved with RUS.
Statutory demandsThe consolidated entity has been served with number of statutory demands with most of them been paid and/orresolved. However, there are 3-4 statutory demands which have expired (i.e. 21 days period for responding haspassed) and the consolidated entity is currently negotiating with the relevant parties to have these statutory demandswithdrawn. The consolidated entity believes that none of those parties will take any further action against theconsolidated entity as long as those arrangements and payment plans are met.
Legal proceedingsThe consolidated entity is currently the subject of various claims and demands from various creditors seekingpayment of amounts claimed to be outstanding from the consolidated entity. These claims range from letters ofdemand, statutory demands and formal court proceedings. The directors are in the process of actively dealing withand managing these matters.
Coal sector jobs fundingThe Commonwealth recently withdrew funding under the Coal Sector Jobs Package due to applications to windup theconsolidated entity. On the basis that discussions and action has been undertaken with the aim of having the windupnotice withdrawn, the consolidated entity is investigating all possible options for gaining ongoing funding as part of theGovernment’s Coal Sector Jobs Package, with the long term aim of using this to offset current carbon tax liabilities.
Note 10. Events after the reporting period
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30 September 2013Notes to the financial statements
Facility agreement (cash advances) and rights issue To assist the consolidated entity with its immediate and critical funding requirements, the new majority shareholderJSPL agreed and provided the consolidated entity with an advance facility to borrow up to $50 million at an interestrate of 15% per annum for a period two months. The consolidated entity was provided with $14 million under thefacility, which is proposed to be repaid from the funds raised from the rights issue. The company proposed andlaunched institutional and retail rights issue offer to issue 2 new shares for every 3 shares held at the record date at aprice of $0.08 per share to raise up to $108 million. The institutional component for $58 million offered to JSPL on 25November 2013 was successfully closed on 27 November 2013 and 726,875,915 fully paid ordinary shares wereissued to JSPL on 2 December 2013. The Prospectus has been lodged with the Australian Securities Exchange(‘ASX’) on 28 November 2013 for the retail component of the issue. As on the date of this report, the issue isscheduled to close on 10 January 2014.
Note 10. Events after the reporting period (continued)
Change in controlling shareholderOn 11 November 2013, pursuant to placement deal with Jindal Steel & Power (Mauritius) Limited (‘JSPL’) and uponreceipt of remaining funds $24 million (including an off-set of US $15 million) of the $66 million ($42 million wasreceived pre-30 September and recorded as a current liability), the company issued 328,500,000 fully paid ordinaryshares and 328,500,000 options to JSPL. On 15 November 2013 the options were exercised, increasing JSPLshareholding to 53.63% (majority control). Mr Singh was also nominated and appointed as the Chairman and ChiefExecutive Officer of the company. Since then, JSPL has further invested around $58 million by participating in theaccelerated rights issue launched by the company on 25 November 2013 and increasing their stake to 65.84% on 2December 2013.
Creditors – settlements, payment plans and better terms going forwardThe consolidated entity has negotiated with most of its creditors for better liquidity management along the followinglines:• Receiving discount on past balances incurred prior to 28 October 2013;• Agreeing to repay outstanding amounts in tranches over the period ranging between 6 months to 24 months;• Negotiating better prices for future services and products; and• Negotiating better and longer credit terms
This has provided major relief to the consolidated entity in terms of its liquidity needs while ensuring that theconsolidated entity works with its creditors’ community in an amicable manner. This includes working withGovernment agencies one of which had garnishee orders on the consolidated entity as well as some of its directors.There are currently no garnishee orders on the consolidated entity.
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30 September 2013Notes to the financial statements
No other matter or circumstance has arisen since 30 September 2013 that has significantly affected, or maysignificantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity'sstate of affairs in future financial years.
Receipt of outstanding amounts owing to the consolidated entityThe consolidated entity is owed in excess of $63 million from Gujarat NRE Coke Limited and/or associates primarilyfor sale of coal by the consolidated entity to Gujarat NRE Coke Limited. The inability of the consolidated entity torecover these funds could have a significant impact on the financial position of the consolidated entity. As at the dateof this report, the consolidated entity is exploring all possible options to recover these outstanding amounts at theearliest time possible.
The consolidated entity has received various claims on or around 20 August 2013 totaling to approximately US$37million for the quality claims in respect of the shipments made by the consolidated entity and its subsidiary under theoff-take contracts during the period between 2010 and 2011 and claims totaling to approximately AUD$5 million andUS$12 million as fees charged for corporate guarantee provided by Gujarat NRE Coke Limited since 2006. In theboard meeting on 27 October 2013 the Board of director have rejected those claims totaling to US$37 million and alsorejected claims for corporate guarantee fees for approximately AUD$4.26 million and US$7.72million.
Fresh loan facilities and rescheduling of bank debts
Term loan facility of US $140 millionWe are pleased to advise that the consortium of existing banks have sanctioned and availed the consolidated entitywith a fresh facility of around US $106.5 million (with an option to increase to US $140 million) (“Facility”) towards thecapital expenditures previously incurred. This facility will enable the consolidated entity to ensure time paymentsand/or prepayments of installments on other facilities that are falling due over the period of next 18 to 24 months.
Extended current termsThe Bank of Baroda has sanctioned (and currently working on documentation and execution) to extend current twoyear tenure of repayment of existing US $25 million loan to five years. Ad-hoc Facility and extending the period offacilities with State Bank of India State Bank of India (‘SBI”) has recently availed with an Ad-hoc Facility of Aus $16.5million for a short term to assist with the consolidated entity’s immediate funding requirements. SBI is also reviewingand working on possible extending of tenure of various facilities for around US $33 million availed to the consolidatedentity.
Note 10. Events after the reporting period (continued)
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Gujarat NRE Coking Coal Limited
30 September 2013Notes to the financial statements
30/09/2013 30/09/2012$'000 $'000
(74,116) 1,563
Number Number
1,376,138,678 1,038,027,968
- 1,260,000
1,376,138,678 1,039,287,968
Cents Cents
(5.386) 0.151 (5.386) 0.150 Diluted earnings per share
22,638,000 (2012: 25,768,000) options were omitted from the above calculations, as they were anti-dilutive.
Profit/(loss) after income tax attributable to the owners of Gujarat NRE Coking Coal Limited
Consolidated
Dilutive options over ordinary sharesAdjustments for calculation of diluted earnings per share:
Weighted average number of ordinary shares used in calculating diluted earnings per share
Weighted average number of ordinary shares used in calculating basic earnings per share
Note 11. Earnings per share
Basic earnings per share
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�
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Directors' declaration
Gujarat NRE Coking Coal Limited
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
In the directors' opinion:
the attached financial statements and notes thereto comply with the Corporations Act 2001, Australian
Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other
mandatory professional reporting requirements;
the attached financial statements and notes thereto give a true and fair view of the consolidated entity's
financial position as at 30 September 2013 and of its performance for the financial half-year ended on that
date; and
Corrimal, NSW
20 December 2013
Jasbir Singh
Chairman
________________________________
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
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Grant Thornton Audit Pty Ltd ACN 130 913 594 Level 19, 2 Market Street Sydney NSW 2000 Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant
Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered
by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context
only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton
Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
Independent Auditor’s Review Report
To the Members of Gujarat NRE Coking Coal Limited
We have reviewed the accompanying half-year financial report of Gujarat NRE Coking Coal
Limited (“Company”), which comprises the consolidated financial statements being the
statement of financial position as at 30 September 2013, and the statement of profit or loss
and other comprehensive income, statement of changes in equity and statement of cash
flows for the half-year ended on that date, notes comprising a statement or description of
accounting policies, other explanatory information and the directors’ declaration of the
consolidated entity, comprising both the Company and the entities it controlled at the half-
year’s end or from time to time during the half-year.
Directors’ responsibility for the half-year financial report
The directors of Gujarat NRE Coking Coal Limited are responsible for the preparation of
the half-year financial report that gives a true and fair view in accordance with Australian
Accounting Standards and the Corporations Act 2001 and for such controls as the directors
determine is necessary to enable the preparation of the half-year financial report that is free
from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express a conclusion on the consolidated half-year financial report
based on our review. We conducted our review in accordance with the Auditing Standard
on Review Engagements ASRE 2410 Review of a Financial Report Performed by the
Independent Auditor of the Entity, in order to state whether, on the basis of the procedures
described, we have become aware of any matter that makes us believe that the half-year
financial report is not in accordance with the Corporations Act 2001 including: giving a true
and fair view of the Gujarat NRE Coking Coal Limited consolidated entity’s financial
position as at 30 September 2013 and its performance for the half-year ended on that date;
and complying with Accounting Standard AASB 134 Interim Financial Reporting and the
Corporations Regulations 2001. As the auditor of Gujarat NRE Coking Coal Limited,
ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of
the annual financial report.
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A review of a half-year financial report consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance
with Australian Auditing Standards and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we complied with the independence requirements of the
Corporations Act 2001.
Basis for qualified conclusion
i Trade and Other Receivables - included in Trade and Other Receivables are amounts
of $63,036,000 (31 March 2013: $50,989,000) due from the consolidated entity’s
former ultimate parent company and associated entities. No allowance for doubtful
debts has been made in respect of these amounts as at reporting date as the directors
believe the amounts to be fully recoverable. There is insufficient evidence to support
the carrying value as required under AASB 139: Financial Instruments: Recognition
and Measurement, and consequently we believe that the amount should be impaired
in full.
ii Deferred Tax Assets - included in non-current assets are net Deferred Tax Assets of
$78,910,000 (31 March 2013: $45,470,000). In accordance with AASB 112: Income
Taxes, the recognition of deferred tax assets when an entity has incurred tax losses
requires convincing other evidence that sufficient taxable profit will be available
against which the unutilised tax losses can be utilised by the consolidated entity. The
directors have not provided sufficient appropriate evidence of the consolidated
entity’s ability to recover these losses, and consequently we believe the amount
should not be recognised and impaired in full.
Qualified conclusion
Based on our review, which is not an audit, with the exception of the matters described in
the preceding paragraph, we have not become aware of any matter that makes us believe
that the half-year financial report of Gujarat NRE Coking Coal Limited is not in accordance
with the Corporations Act 2001, including:
a giving a true and fair view of the consolidated entity’s financial position as at 30
September 2013 and of its performance for the half-year ended on that date; and
b complying with Accounting Standard AASB 134 Interim Financial Reporting and
Corporations Regulations 2001.
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Emphasis of matter regarding going concern
Without qualifying our conclusion, we draw attention to Note 1 in the financial report
which indicates that the consolidated entity incurred a net loss of $74,116,000, and has net
current liabilities of $465,333,000 at 30 September 2013, which includes current bank
borrowings of $329,228,000. These conditions, along with other matters as set forth in Note
1, indicate the existence of a material uncertainty which may cast significant doubt about the
consolidated entity’s ability to continue as a going concern and therefore, the consolidated
entity may be unable to realise its assets and discharge its liabilities in the normal course of
business, and at the amounts stated in the financial report.
Other Matter: Corresponding financial information as at 31 March 2013
As part of our review of the financial report for the 6 month period ended 30 September
2013, we also audited the adjustments described in Note 2 of the financial report that were
applied to amend the 31 March 2013 financial report issued on 15 August 2013. In our
opinion, except for the matters described in the qualification paragraph above regarding
Trade and Other Receivables and Deferred Tax Assets, such adjustments are appropriate
and have been properly applied. We were not engaged to audit, review or apply any
procedures to the 31 March 2013 financial report of the consolidated entity other than the
adjustments, and accordingly, we do not express an opinion or any other form of assurance
on the 31 March 2013 financial report, issued on 15 August 2013, taken as a whole.
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
I S Kemp
Partner - Audit & Assurance
Sydney, 20 December 2013
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