The Shareholders,
The Directors have pleasure in presenting the 18th Annual Report and
the audited accounts for the year ended 31st March, 2011.
1. Financial Highlights : (Rs. In lacs)
31st March 2011 31st March 2010
(12 Months) (9 Months)
Gross Income 6723.87 1942.78
Gross Profit before Depreciation & Interest 993.67 339.00
Depreciation 862.67 356.59
Interest and Financial Charges 99.69 31.56
Profit / (Loss) before Tax 31.31 (49.15)
Less :
Provision for doubtful Inter Corporate Loan 698.07 —
Provision for Tax
- Current Tax — —
- Short Provision of Current Tax in
earlier years (0.43) —
- Deferred Tax Liability 15.65 37.19
- Wealth Tax 0.29 0.47
Net Profit / (Loss) after Tax & other
adjustments (682.27) (86.81)
2. Dividend :
In view of loss, the Board regrets its inability to recommend payment
of dividend to the Shareholders.
3. Operations in Retrospect :
During the year under review, your Company registered Gross revenue of
Rs. 6723.87 Lacs during 12 Months, compared with Rs. 1942.78 Lacs in
the previous year of 9 months. The Operating Profit has improved to Rs.
31.31 lakhs from loss of Rs. 49.15 lakhs. However there is a net loss
of Rs. 682.27 lakhs on account of provisions for doubtful inter
corporate loan against loss of Rs. 86.81 Lacs of previous year.
4. Key operational highlights of FY 2010-11 :
i) Completed first 3D Seismic job for a private client in Gujarat
successfully. This is an important milestone since it launches AOSL
into more sophisticated segment of the Seismic Services market.
ii) Successfully mobilized and executed major portion of a very large
3D Seismic Job Services contract
with 3 concurrent geophysical parties for ONGC in Gujarat comprising of
60000 shot-points over 1000 sq Kms.
iii) Successfully executed two deep directional drilling projects for
Orissa and Rajasthan for Indian Metal & Ferro Alloys Corporation as
well as Hindustan Zinc Limited, thus establishing AOSL as an important
service provider in the frontier deep mineral exploration market in
India.
iv) Successfully executed major portion of 2D Seismic acquisition in
Tripura and have obtained an extension for 50 sq km.
v) Continued to deliver 2D Seismic acquisition services for OIL India
in Mizoram after receiving 2nd successive extension over a 3 year span
by the client. Completed 1352 GLK of 2D seismic acquisition in one of
the most difficult geographical terrains in the country.
vi) Commissioned and mobilized Crew#5 for major private client in India
in a wild-cat exploration area in central India for exploration of
hydrocarbon in Deccan traps below the basalt using advanced technology
in India namely the high powered Accelerated Weight Drop system,
Cable-less nodal Seismic Acquisition System and low Frequency
Acquisition, thus enhancing AOSL capabilities and making the Company
more competitive in the market.
vii) Put in a strong HSE system in place to take AOSL to the next level
in oilfield services.
5. Future Outlook :
Based on the anticipated increase in Seismic contracts pipeline from
the E&P companies, AOSL expects to have higher volume of work.
Significant measures to improve productivity and reduce costs have been
worked out for the next fiscal which coupled with the higher volume of
work will boost profitability. The Company also expects higher
productivity and profitability from the mineral drilling business as it
is now stabilizing. The wireline logging assets are also likely to
yield incremental revenue for the Company.
Your Company is also aggressively targeting new verticals within the
seismic area and also exploring possibility of entering other non
seismic vertical in oilfield services. New geographies for the
existing seismic business are also being evaluated.
6. Board of Directors :
The Board at its meeting held on 8th February, 2011, appointed Mr.
Naresh Chandra Sharma, Non Executive Independent Director as the
Chairman of the Company in terms of Article 137 of Articles of
Association of the Company.
Mr. Rameshwarlal B. Kabra and Mr. Anand Prakash Agrawal, ceased to be
Directors from 13th September, 2010 consequent upon their withdrawal of
consent and candidatures for re- election as Directors at previous
Annual General Meeting held on 13th September, 2010.
In terms of Section 256 of the Companies Act, 1956, Mr. Vaibhav Maloo,
Mr. Krishna Kant and Mr. Gautam Gode, retire by rotation at the ensuing
Annual General Meeting of the Company. However, Mr. Vaibhav Maloo and
Mr. Krishna Kant do not offer themselves for re- election. The Board
places on record its sincere appreciation for the contributions
received from outgoing Directors, during their tenure.
During the year, with a view to broad base the Board
with suitable qualified, competent and well experienced professionals,
the Board of Directors have appointed Mr. Naresh Chandra Sharma, Mr.
Ajit Kapadia and Mr. Sanjay Bhargava as Additional Directors effective
1st November, 2010, 8th February, 2011 and 7th March, 2011
respectively, who hold Directorships till the conclusion of ensuing
Annual General Meeting of the Company, in terms of Articles 114 of the
Article of Association and Section 260 of the Companies Act, 1956.
The Company has received notices in writing with requisite deposits
from members, under Section 257 of the Companies Act 1956 signifying
their intentions to propose Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia
and Mr. Sanjay Bhargava for appointment as Directors of the Company.
Consent in writing, have also been received from them to act as
Directors of the Company, if appointed. Considering their expertise,
rich experience, business acumen and proven track record, the Board
hopes that their association as Directors would immensely benefit the
Company.
Mr. Gautam Gode retires by rotation and being eligible, offers himself
for reappointment.
A brief note on Directors being appointed and re- appointed is
furnished in the accompanying notice calling the Annual General Meeting
as required under Clause 49(IV) (G) of the Listing Agreement entered in
to with Bombay Stock Exchange Ltd.
7. Directors'' Responsibility Statement :
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that;
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed .
ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give true and fair view of the Company''s state of
affairs at the end of the financial year and of the loss of the Company
for the year under review.
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this
Act for safeguarding the Company''s Assets and preventing and detecting
fraud and other irregularities.
iv) they have prepared the Annual Accounts on a ''going concern'' basis.
8. Corporate Governance :
A separate section titled Corporate Governance including a
certificate from the Practicing Company Secretary confirming the
compliance of the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is annexed hereto and form
part of this report.
9. Management Discussion and Analysis :
Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Ltd., Management Discussion and Analysis Report is given
separately, forming part of this Report.
10. Report on Corporate Social Responsibility :
The Company embraces responsibility for impact of its operations and
actions on all stakeholders including society and community at large.
Management''s commitment, work ethics and business processes at the
Company encourages all its employees and other participants to ensure a
positive impact and its commitment towards corporate social
responsibility.
The Company''s commitment to excellence in Health and Safety is embedded
in the Company''s core values. The Company has a stringent policy of
''safety for all'', which drives all employees to continuously break new
ground in safety management for the benefit of people, property,
environment and the communities where we operate on sites. The Company
is aware of the environmental impact of its operations and it
continually strives to reduce such impact.
The Company respects human rights, values its employees and invests in
technologies and solutions for economic growth. The Company has
initiated to support social and community welfare activities touching
the lives of people around the project locations and ensuring the
highest standards of safety and environment protection in our
operations.
11. Health Safety and Environment (HSE) :
The Company has put emphasis on HSE as its prime focus in the business.
In Q1 2011, a Corporate Head HSE Manager Mr. Sunil Gerald Barretto has
been appointed, with HSE representatives allocated at sites we operate.
The Company''s HSE Management system (HSE-MS) has been further
reinforced and rolled out with new initiatives. The HSE-MS is used to
establish Company- wide safety management objectives, guiding
principles and processes.
The Company has a stringent policy / motto of NO ONE GETS HURT which
in turn drives our employees to continuously break new grounds in
safety management for the benefit of the people, property, environment
and the communities where we operate. The Company''s commitment to
excellence in HSE is embedded in the Company''s core values while at the
same time ensuring the highest standards of safety and environment
protection in our operations.
12. Subsidiary Company and Consolidated Financial Statements :
The Company has one Wholly Owned Subsidiary Company under the name of
M/s AOSL Petroleum Pte. Limited, Singapore. There has been no material
change in the nature of business of the subsidiary. A statement
containing brief financial details of the subsidiary, is included in
the Annual Report.
As required under the Listing Agreement with the Bombay Stock Exchange
Ltd., a Consolidated Financial Statement of the Company and its
subsidiary, is attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Companies Act, 1956 (Act).
These financial statements disclose the assets, liabilities, income,
expenses and other details of the Company and its subsidiary.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated 8th February, 2011 has
granted general exemption from attaching the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies with the
Balance Sheet of the Company. A statement containing brief financial
details of the Company''s subsidiary for the financial year ended 31st
March, 2011, is included in the Annual Report. The annual accounts of
the subsidiary and the related detailed information will be made
available to any member of the Company for inspection at the registered
office of the Company. The Company shall furnish a copy of details of
annual accounts of subsidiary to any member on demand.
13. Dematerialization of Shares :
The Company has been allotted ISIN No. INE276G01015 for its Equity
Shares by National Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL). Members are requested to
Dematerialize Shares held by them for their convenience.
14. Audit Committee :
In compliance of Section 292A of the Companies Act, 1956 and clause
49(II) of Listing Agreement, an Audit Committee consisting of Mr.
Naresh Chandra Sharma, Mr. Dali E. Ilavia and Mr. Ajit Kapadia, the
Independent Directors and Mr. Gautam Gode, the Promoter Director as its
members and it performed inter-alia, various functions as required in
terms of the said provisions.
15. Statutory Disclosures :
i) Personnel :
Information under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, forms part of this
report. However, as per the provisions of Section 219 (1) (b) (iv) of
the Companies Act, 1956, the Annual Report with the Accounts, is being
sent to all shareholders of the Company excluding the aforesaid
information. Shareholders interested in obtaining this information, may
write to the Company Secretary at the Registered Office of the Company.
ii) Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo :
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosures of Particulars in the Report of the
Board of Directors ) Rules, 1988, statement showing particulars with
respect to conservation of energy, technology absorption and foreign
exchange earnings and out go, is given in the enclosed Annexure - A.
iii) Employees Stock Option Scheme :
During the year, the ESOS Compensation Committee, constituted by the
Board, has granted 5,77,683 Stock Options to the eligible employees of
the Company, under the Employee Stock Option Scheme-2010 (ESOP-2010).
Each option is convertible into one Equity Share of the Company upon
vesting. These options will vest over a period of four years from the
date of grant and shall be exercisable within a period of 2 years from
the date of the vesting.
The details of the Options granted up to 5,77,683 and other disclosures
as required under Clause 12 of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, are set out in the Annexure – B to this Report. The
certificate from the Company''s Auditors, M/s. Deloitte Haskins & Sells
, to the effect that the ESOP 2010 has been implemented in accordance
with the Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the
resolution passed by the members, will be placed at the ensuing Annual
General Meeting.
16. Auditors, Audit Report and Audited Accounts :
The Auditors M/s. Deloitte Haskins & Sells , retire at the conclusion
of the ensuing Annual General Meeting, but being eligible, offer
themselves for re-appointment.
The Auditors'' Report read with the notes to the accounts referred to
therein, are self-explanatory and therefore, do not call for any
further comments.
17. Public Deposits :
During the period under review, the Company has not accepted any
deposits under Section 58A of the Companies Act, 1956 .
18. Insurance :
All the properties of the Company are adequately insured against fire
and other risks.
19. Appreciations :
The Board places on record its deep appreciation for the continued
support received from various clients, vendors, suppliers and technical
partners, Bankers , Government Authorities, Employees at all levels and
Shareholders, in furthering the interest of the Company.
For and on behalf of the Board,
Date : 26th May, 2011 Naresh Chandra Sharma
Place : Vadodara Chairman
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