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Asian Oilfield Services
BSE: 530355|ISIN: INE276G01015|SECTOR: Oil Drilling And Exploration
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Directors Report Year End : Mar '11
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
Source : Dion Global Solutions Limited
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