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
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