A dubious company registered in Barbados will enjoy a windfall of Rs 20,000 crore at the cost of Gujarat taxpayers thanks to an agreement inked under Modi’s watch

An Investigation By Ashish Khetan, Tehelka, Nov 29,2012

CORRUPTION AND cronyism in the allocation of natural resources have been dominating the national discourse for more than two years. The giving away of precious 2G spectrum and coalmines by the Congress-led UPA regime has triggered anti-graft movements and invited unprecedented scrutiny from institutions such as the CAG, the Supreme Court and the media. But in the heat and dust of accusatory politics and competitive journalism, there is one shady deal involving a precious natural resource worth billions of dollars that has escaped public scrutiny. The deal involves the Narendra Modi government and a dubious company incorporated in the Caribbean island of Barbados.

In perhaps what would qualify as one of the most scandalous contracts ever signed, the Modi regime gave away a 10 percent participating stake in an expansive gas field it had won in a bidding process to a company named GeoGlobal Resources that existed only on paper. The company, incorporated in Barbados, had a capital of just $64.

The deal was inked in March 2003, when the BJP was in power both at the state and the Centre. Shockingly, the Barbados-based company didn’t pay a single cent for its stake. Even the company’s 10 percent share to the cost of exploration was borne by a state PSU, the Gujarat State Petroleum Corporation (GSPC). Within days of signing the contract with the Gujarat PSU, GeoGlobal parked 50 percent of its stake in the KG Basin to another shell company in Mauritius.

The Gujarat government has justified this sweetened deal on the sole ground that GeoGlobal was a technical expert and had helped the government in preparing the geological model for gas exploration. But in its latest report, the CAG has pointed out that GeoGlobal’s technical assistance has been so deficient that GSPC had to hire another technical expert to revise the geological model from scratch. The revised technical advisory work cost the government just Rs 2.64 crore. While for the same work, it had given GeoGlobal a permanent stake of 10 percent worth millions of dollars.

On 27 March 2002, the GSPC formed a consortium with GeoGlobal Resources India Inc and an Indian company named Jubilant Enpro Pvt Ltd. GeoGlobal was incorporated only six days before the formation of the consortium and was effectively controlled by a single person named Jean Paul Roy, a resident of Guatemala. The consortium was formed to bid for a gas block measuring approximately 4,57,000 acres in the Krishna-Godavari Basin off the east coast of India under the National Exploration Licensing Policy III framed by the BJP-led NDA government.

01. The Modi regime gave 10 percent stake in a KG Basin gas field to GeoGlobal Resources, a company only on paper, incorporated in Barbados02. GeoGlobal, a one-man firm controlled by Jean Paul Roy, was formed just six days before the JV with GSPC, and was incorporated with a capital of just $64

03. GeoGlobal was picked as JV partner in a whimsical and arbitrary manner. No tendering procedure or transparent methods were adopted in selecting the company for the project

04. The worth of 10 percent stake could run into millions of dollars with total gas reserve in the field expected to be between 2 and 20 trillion cubic feet

05. GSPC also gave GeoGlobal a carried interest, as per which its 10 percent share towards capital and operational cost was borne by the state PSU

06. GeoGlobal’s work was so deficient that GSPC had to hire another technical expert, for which it was paid Rs 2.64 crore. A job for which GeoGlobal got a stake worth millions of dollars

07. So far, GSPC has spent in excess of Rs 20,000 crore in drilling and exploration costs. GeoGlobal’s share of Rs 2,000 crore towards expenditure cost has been borne by GSPC

08. Within days of signing the contract, Roy transferred 50 percent of his share in the KG Basin deal to a dubious entity incorporated in Mauritius

09. The nominal value of each share of GeoGlobal at the time of incorporation was $0.001. In January 2006, the shares hit a high of $14.92 per share

10. The 15,000-time appreciation in the share price was achieved on the strength of the sweetened KG Basin deal

11. The commercial operations in the KG Basin offshore block would commence from July 2013. GSPC is expected to drill 11 deepwater wells

At the time of bidding, the Gujarat government claimed that the gas field, designated as Block KG — OSN — 2001/3, had over 45 trillion cubic feet of recoverable gas. As per the Modi government’s own estimates, the gas field was worth about $20 billion.

The absurdity of the deal could be gauged from the fact that the Modi government gave away 10 percent stake, which in its own eyes was worth millions of dollars to GeoGlobal on the ground that the company had international experience and a proven track record in the oil and gas exploration field. On the other hand, in its disclosures before the US authorities, GeoGlobal told its shareholders that the company had no exploration experience before venturing into India and the GSPC-led joint venture was its first foray in the oil and gas exploration business.

TEHELKA’s investigation shows that the company was fully controlled by Jean Paul Roy, who is a geologist by profession and had worked with various oil companies as a geological expert before forming this company. After entering into a joint venture with GSPC, Roy used this deal to showcase his credentials as the head of a corporation and entered into nine more contracts with the Government of India, a majority of which were signed when the NDA regime was in power.

“We are in the early stage of developing our operations. We have a very limited operating history and we have realised very limited revenues from our activities. Our activities in the oil and natural gas exploration and production industry have primarily involved entering into 10 Production Sharing Contracts (PSCs) with the Government of India,” reads a company quarterly report for the period ending 30 June 2012.

Shockingly, GSPC also agreed to contribute GeoGlobal’s share of 10 percent to the venture fund set up for the exploration activities and the same was to be recovered only after the joint venture starts earning revenues from the sale of gas.

Reportedly, GSPC has so far spent around $3.069 billion towards exploration costs. GeoGlobal should have contributed $306.9 million out of the total cost. But it is the taxpayers of Gujarat who have been made to fund GeoGlobal’s share of expenditure.

By virtue of this agreement, it’s the taxpayers who have been made to finance GeoGlobal’s activities, while the company has walked away with a 10 percent Participating Interest in the gas field, a national wealth.

Soon after the deal was signed, Roy made a string of questionable share transactions by which he transferred half of GeoGlobal’s 10 percent stake in a company he incorporated in Mauritius. The contract between GeoGlobal and GSPC was signed in March 2003. In the same month, GeoGlobal entered into a “Participating Interest Agreement” with Roy Group (Mauritius) Inc, a corporate entity fully controlled by Roy, by which the company assigned 50 percent of the benefits and obligations of the production-sharing contract pertaining to the KG offshore block, i.e., 5 percent of its participating interest, to this newly incorporated entity in Mauritius. This transfer of 50 percent of its stake by GeoGlobal within days of inking the deal with GSPC raises serious questions about its motives and the mala fide of the entire deal.

After around five months, GeoGlobal effected a reverse takeover of a US company named Suite101.com. By this deal, all outstanding capital stock of GeoGlobal was exchanged for 34 million shares of Suite101.com. In addition, Roy was paid $2 million. As per the deal, 14.5 million shares of Suite101.com were delivered to Roy and the remaining 19.5 million shares were held in escrow to be released on the occurrence of certain events related to the KG Basin offshore exploration. On 2 February 2004, Suite101.com changed its name to GeoGlobal Resources Inc. The nominal value of the shares of GeoGlobal was one-tenth of a US cent ($0.001). But within a few years, in January 2006, the shares reached a trading rate of $14.92. In other words, there was a 15,000-time appreciation in the share value, which was primarily on the strength of the sweetened KG block deal.

The joint venture between GSPC and GeoGlobal raises serious questions about the management of natural resources, in general, and the production-sharing contracts signed between private parties and the Government of India in the oil and gas sector, in particular. Sources at the Directorate General of Hydrocarbons (DGH) told TEHELKA that GSPC would start gas production by July 2013 and it is scheduled to drill 11 deepwater wells. As of today, the DGH reckons that the gas discovered so far is about 2 trillion cubic feet, which would be worth more than $1 billion. However, DGH sources added that it was possible that the company could discover more gas in the future.

TEHELKA sent detailed questionnaires to both the Gujarat government and GeoGlobal, and waited for more than 10 days for their response. Despite repeated reminders, both the parties failed to respond.

The so-called technical expertise provided by GeoGlobal and its promoter Roy has now been described as sub-standard, misleading and deficient by the CAG. According to sources, beyond the 10 percent stake, GSPC also paid hefty consultation fees to Roy for his technical assistance. TEHELKA could not get a confirmation or denial of the same by any of the parties concerned.

Geoglobal prepared an erroneous and deficient Geological model, says the CAG

IN APRIL, the CAG tabled a report on state PSUs in the Gujarat Assembly where it made a series of damning observations on the structure and the implementation of the joint venture between GSPC and GeoGlobal. However, unlike the CAG’s reports on 2G and coalmines, the audit body’s report on GSPC and its joint venture with GeoGlobal has gone unnoticed.

“Though the services of a technical expert could be measured and determined in monetary terms, the company admitted GeoGlobal Resources with 10 percent Participating Interest without any basis,” the CAG noted. The audit body also observed that GeoGlobal submitted a deficient and erroneous geological model, which not only delayed the exploration activities, but also led to a steep escalation of costs. The technical model prepared by GeoGlobal was so deficient, the CAG observed, that GSPC had to hire another technical expert viz, Petrotel USA, at a cost of Rs 2.64 crore. “The geological model of GeoGlobal had failed in respect of well depth estimate, its location and exploration cost estimates. Hence, Petrotel was engaged to thoroughly revise GeoGlobal’s geological model,” says the report.

After entering into a JV with GSPC, Jean Paul Roy used this deal to enter into nine more contracts with the Government of India, a majority of which were signed when the NDA was in power

The question that arises is that if the preparation of a new geological model, which has also yielded results, costs just Rs 2.64 crore, why did the Gujarat government give away a 10 percent permanent stake to GeoGlobal for the same kind of work — though it has proven to be deficient and faulty?

In its defence, the Gujarat government told the CAG that, “Mr Jean Paul Roy of GGR, being a technical expert in the field, was admitted as a joint-venture partner for the block. He would not have agreed to solely carry out a technical evaluation of the block for bidding without being offered a Participating Interest in the block” (GSPC’s reply as paraphrased in the CAG report).

But the CAG has rejected GSPC’s contention. “The reply is not tenable. The company’s contention that Mr Roy would not have agreed to carry out the technical evaluation without a Participating Interest being offered to him was an invalid apprehension not supported by any documents.”

GSPC’s reply also admits the fact that an individual geologist was passed off as a company for the purpose of forming a consortium and participating in the bid.

TEHELKA spoke with many retired ONGC, GAIL and DGH officials. Though none of them agreed to speak on record, they all agreed that natural resources need to be explored and utilised in a more transparent and just manner. They also raised questions on the pre-bid qualification process.

“The joint venture between GSPC and GeoGlobal should have failed at the pre-bid stage itself,” says an industry insider. “There is a difference between a company with years of experience, proven track record and a team of experts as its employees, and an individual geologist. It defies logic why GSPC should tie up with a shady company for such a difficult and complex deepwater exploration work.”

There is not much information available on Jean Paul Roy in the public domain except his Linkedin profile, which describes him as a geologist with “excess of 28 years of geological and geophysical experience in basins worldwide. Since 1981, he has held geophysical positions with Niko Resources, Gujarat State Petroleum Corporation, Reliance Industries, Cubacan Exploration, Petro-Canada, GEDCO, Eurocan USA and British Petroleum”.

GSPC manipulated the bidding cost to win the KG block, says the CAG

THE CAG report has slammed GSPC for deliberately underestimating the cost of exploration to qualify for the bid. The total net worth of the consortium between GSPC, GeoGlobal and Jubilant was $60.5 million. The consortium submitted that the estimated cost of drilling during Phase 1 would be $59.23 million.

The CAG’s Problems with the Gas Deal
THOUGH the services of a technical expert could be measured in monetary terms, GeoGlobal was given 10 percent stake without any basisGEOGLOBAL’S geological model had failed with respect to well depth estimate, its location and exploration cost estimates

THE TECHNICAL MODEL prepared by GeoGlobal was so deficient that GSPC had to hire another technical expert at a cost of Rs 2.64 crore

GSPC’S CONTENTION that GeoGlobal would not have agreed to do the technical evaluation without a stake that was not supported by any documents

GSPC MANIPULATED the cost of exploration and underestimated the cost of hiring a rig at the time of bid submission

GSPC HAS SUFFERED a loss of interest running into hundreds of crores of rupees by agreeing to contribute GeoGlobal’s share of 10 percent to the venture fund

“We observed that the estimated cost of Phase 1 was worked out on the lower side and if the cost of hiring rig and associated services that prevailed at the time of submission of bid was considered realistically, the estimated cost would have been $169.270 million, i.e., almost three times of the cost projected,” the report said.

GSPC deliberately kept the estimated cost less than its net worth so that it qualified the pre-bid stage.

So far, the state PSU has spent $3.069 billion towards exploration costs, more than 60 times of its estimate given at the time of bidding. By deliberately underplaying the cost of bidding and keeping it at an unrealistically low level, GSPC could justify its joint venture with a nonentity like GeoGlobal.

TEHELKA was told by a senior Gujarat IAS officer (now retired), who at one point was involved with the affairs of GSPC, that sometime in 2006-07, the government realised that the deal was scandalous and could be a source of embarrassment for the government. To correct things retrospectively, GSPC wrote to GeoGlobal and asked it to contribute towards the escalating exploration costs.

GSPC contended that the excess amount spent towards exploration costs was not within the terms of the Carried Interest Agreement, as per which GSPC had agreed to spend GeoGlobal’s share of 10 percent towards the project costs and recover the same from the company only after the commencement of commercial operations. But GeoGlobal has refused to pay anything to GSPC citing the contract.

“We estimate that the amount of GSPC’s claim as of 30 June 2012 to be approximately $306.9 million plus interest, of which 50 percent is for the account of Roy Group (Mauritius) Inc,” GeoGlobal has disclosed in its latest shareholders report.

In another report, GeoGlobal has stated its legal counsels have advised it that it was not liable to pay any amount to GSPC. “We have advised GSPC that it has no right to seek the payment and that we believe the payment GSPC is seeking is in breach of the Carried Interest Agreement,” says one of GeoGlobal’s quarterly reports filed before the US Securities and Exchange Commission.

In effect, GeoGlobal has walked away with a substantial stake in the KG Basin offshore block without investing a dime and without making any meaningful technical contribution.

Ashish Khetan is Editor, Investigations with Tehelka.
[email protected]