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Aban Offshore Directors Report, Aban Offshore Reports by Directors
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Aban Offshore
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Explore Aban Offshore connections « Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors of your company are pleased to present the Twenty Fifth
 Annual Report along with the accounts for the year ended 31st March
 2011.
 
 1.  FINANCIAL RESULTS
 
                                                    (Rs. In lacs)
 
 Particulars                    (Standalone)       (Consolidated)
                          For the year ended       For the year ended
 
                      31st March    31st March    31st March  31st March
                          2011          2010         2011        2010
 
 Income from Operations 1,19,074    1,18,200       3,34,722  3,35, 866
 
 Other Income              7,657      18,183          2,598      2,181
 
 Less Expenditure         46,827      48,611       1,28,994   1,49,905
 
 Profit before Interest 
 and Depreciation         79,904      87,772       2,08,326   1,88,142
 
 Less Interest            32,865      33,714         92,377     97,682
 
 Less Depreciation        11,481      10,912         49,071     46,156
 
 Less Exceptional Item    33,729         -            -           -
 
 Profit for the year 
 before Tax               35,558      43,146         33,149     44,304
 
 Provision for Tax         13600      15,900         26,746     26,506
 
 Fringe Benefit Tax          -           -             -          -
 
 Provision for Deferred 
 Tax                      (1,437)       (798)        (1,437)     (799)
 
 Profit after Tax before 
 share in Earnings of Joint 
 Ventures                 23,395      28,044          7,840    18,597
 
 Share in Earnings of 
 Joint Ventures              -           -            6,654    12,504
 
 Profit brought forward 
 from the previous year   62,676      47,627         78,669    60,563
 
 Available for 
 appropriation            86,071      75,671         93,163    91,664
 
 Transfer to Capital 
 Redemption Reserve        5,000       5,000          5,000     5,000
 
 Transfer to General 
 Reserve                   2,400       2,900          2,400     2,900
 
 Proposed Divided – 
 Preference                2,789       2,789          2,789     2,789
 
 Proposed Dividend – 
 Equity                    1,567       1,566          1,567     1,566
 
 Tax on Dividend – 
 Preference                  452         474            452       474
 
 Tax on Dividend – Equity    254         266            254       266
 
 Balance Carried forward  73,609      62,676         80,701    78,669
 
 2.  PERFORMANCE
 
 The Revenue earned during the year under review stood at Rs. 1,26,731
 Lacs. Rigs Aban II, Aban VI, Drillship Aban Ice and Floating Production
 Unit Tahara were working satisfactorily under the existing contracts.
 LOI received from ONGC for rigs Aban III And IV for three years each .
 Aban V is being actively marketed.
 
 3.  Foreign Currency Convertible Bonds (FCCB):
 
 Your Company had in April, 2001 issued 1161 unsecured Foreign Currency
 Convertible Bonds (''''FCCB) of Japanese Yen (JPY) 10,000,000 each
 aggregating JPY 11.61 Billion.
 
 As per the terms of the issue, the bond holder have the right to
 convert the bonds into equity shares on or after 19, April, 2007 upto
 and including 8th April, 2011. As on 31.03.2010, 620 bonds have been
 converted into equity shares. Balance 541 bonds along with redemption
 premium were redeemed on the due date.
 
 3.  CHANGES IN SHARE CAPITAL
 
 During the year the following changes were effected in the Share
 Capital of the Company
 
 Issue of Shares under Employee Stock Option Scheme - 13,740 Equity
 Shares of Rs.2/- each were issued and allotted upon exercise of options
 under the Employee Stock Option Scheme 2005.
 
 4.  SUBSIDIARY COMPANIES INDIAN
 
 Aban Energies Limited
 
 The Subsidiary Company activities relating to the maintenance of
 windmills of the Company has been satisfactory.
 
 INTERNATIONAL
 
 All rigs are under contract and are performing well.
 
 5.  CONSOLIDATION OF ACCOUNTS
 
 The Audited consolidated accounts and cash flow statement comprising
 Aban Offshore Ltd and its Subsidiaries in accordance with the
 Accounting Standard Rules 2006 prescribed by the
 
 Institute of the Chartered Accountants of India in this regard is
 attached.
 
 Government of India, Ministry of Corporate Affairs, vide General
 Circular No. 2/2011 dated 08.02.2011 has granted general exemption
 under section 212(8) of the Companies Act,1956 from the year ending
 31st March, 2011 from not attaching the full text of the financial
 statements of subsidiaries subject to fulfillment of certain conditions
 prescribed in the circular.
 
 Accordingly financial statements of Aban Energies Ltd, India, Aban
 Holdings pte Ltd and Aban Singapore Pte. Ltd, Aban 7 Pte Ltd, Aban 8
 Pte Ltd and Aban Abraham Pte Ltd. Aban Pearl Pte.  Ltd, Aban
 International Norway AS, Sinvest AS, DDI Holding AS, Deep Drilling
 Invest Pte Ltd., Deep Drilling 1 Pte Ltd., Deep Drilling 2 Pte Ltd.,
 Deep Drilling 3 Pte Ltd., Deep Drilling 4 Pte Ltd., Deep Drilling 5 Pte
 Ltd., Deep Drilling 6 Pte Ltd., Deep Drilling 7 Pte Ltd., Deep Drilling
 8 Pte Ltd., Beta Drilling Pte Ltd., Venture Drilling Pte Ltd and
 Sinvest (Cyprus) Ltd are not attached.
 
 Pursuant to the said general exemption, necessary disclosures have been
 made in respect of the said subsidiaries in this Annual Report along
 with the Statement pursuant to Section 212 of the Companies Act, 1956.
 
 The Audited Accounts of the said Subsidiaries and the related detailed
 information will be made available to the investors of the Companies /
 Subsidiaries seeking such information. The Annual Accounts of the
 Subsidiary Companies will be available for inspection by any investor
 at the Registered Office of the Company till the conclusion of Annual
 General Meeting.
 
 The subsidiary Company accounts details shall be available in the
 Company''s website.
 
 6.  MANAGEMENTĘS DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis Report for the year under review as
 stipulated under clause 49 of the Listing Agreement with the Stock
 Exchanges in India is presented in a separate section forming part of
 the Annual Report.
 
 7.  DIVIDEND
 
 The Directors are pleased to recommend a dividend of 8% p.a., 9% p.a
 and 9.25% p.a respectively on the Non-Convertible Cumulative Redeemable
 Preference Share Capital of the Company and a dividend of 180% (Rs.3.60
 per share) on the paid-up Equity Share Capital of the Company for the
 year ended 31st March 2011.
 
 8.  DIRECTORS
 
 Mr. P. Venkateswaran and Mr. C. P. Gopalkrishnan retire by rotation and
 being eligible, offer themselves for reappointment.
 
 The Board recommends the appointment of Mr. P.  Venkateswaran and Mr.
 C.P. Gopalkrishnan as Deputy Managing Directors for a further period of
 5 years effective 01.08.2011
 
 9.  DIRECTORSĘ RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to the Directors'' Responsibility Statement, it
 is hereby confirmed:
 
 (i) that in the preparation of the Annual Accounts for the financial
 year ended on 31st March 2011, the applicable accounting standards had
 been followed along with a proper explanation relating to material
 departures.
 
 (ii) that the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit of the Company for the year under review.
 
 (iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 to safeguard the assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 (iv) that the Directors had prepared the accounts for the financial
 year ended on 31st March 2011 on a going concern basis.
 
 10.  STOCK EXCHANGES
 
 Your Company''s Equity shares are listed in the following stock
 exchanges:
 
 Madras Stock Exchange Limited., Bombay Stock Exchange Limited, and
 National Stock Exchange of India Limited.
 
 Preference Shares aggregating to Rs.306 Crores issued by the Company
 are listed with Bombay Stock Exchange Limited.
 
 Necessary stock exchange regulations are complied with.  Applicable
 listing fees for the year 2011-12 has already been paid to the
 respective stock exchanges.
 
 11.  AUDITORS
 
 M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai, hold
 office until the conclusion of the ensuing Annual General Meeting and,
 being eligible, are recommended for re-appointment.
 
 12.  ADDITIONAL DISCLOSURES
 
 In line with the requirements of Accounting Standards Rules 2006 of the
 Institute of Chartered Accountants of India, your Company has made
 additional disclosures in respect of the financial reporting of
 interests in the joint venture in the notes on accounts.
 
 13.  PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 the names and relevant particulars of the employees who were employed
 throughout the financial year / part of the financial year under review
 and were in receipt of remuneration for the Financial Year in aggregate
 of not less than Rs.60,00,000/- (Rs.5,00,000/- per month or part
 thereof), are annexed.
 
 A.  CONSERVATION OF ENERGY
 
 The Company took appropriate measures to conserve energy wherever
 possible although the Company''s activities in general are not energy
 intensive.
 
 B.  RESEARCH AND DEVELOPMENT
 
 The Company''s research and development activities are focused on
 indigenization of equipment, tools and spares,which are used in rigs
 and wind mills.
 
 C. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
 
 The Company took appropriate measures to reduce its dependence on
 import of technology for its operations, largely relied on the
 innovative skills of its employees.
 
 14. In terms of Section 217(1) of the Companies Act, 1956 (as amended)
 and the Companies (Disclosure of Particulars in Report of the Board of
 Directors) Rules 1988, your Directors furnish hereunder the additional
 information as required.
 
 15. CORPORATE GOVERNANCE
 
 A detailed note on the Company''s philosophy on Corporate Governance and
 such other disclosures as required under the listing agreement with the
 Stock Exchanges is separately annexed herewith and forms part of this
 report.
 
 16.  COMPLIANCE CERTIFICATE
 
 A Certificate from the Auditors of the company has been attached to
 this report which testifies that the requirements of a sound Corporate
 Governance process, as stipulated under Clause 49 of the listing
 agreement with the stock exchanges, was met.
 
 17.  ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their sincere appreciation for
 the contribution made by the employees at all levels. The Directors
 also record their sincere appreciation of the support and co-operation
 received from the Bankers, Financial Institutions, Investors, relevant
 Central and State Governments Ministries Valued Clients and Members of
 the Company.
 
                                     For and on behalf of the Board
 
 Place : Chennai                     Reji Abraham         V. S. Rao
 
 Date : 26th May 2011           Managing Director          Chairman
Source : Dion Global Solutions Limited
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