The Directors have pleasure in presenting for your consideration and
approval the Nineteenth Annual Report for the year ended 31st March,
2010.
1. FINANCIAL PERFORMANCE: (Rs. in Lacs)
Particulars 2009-10 2008-09
Total Income 115.28 66.88
Gross Profit / (Loss)
before Interest,
Depreciation & Tax 10.47 (176.15)
Interest 0.25 3.60
Depreciation 2.58 7.86
Provision for Taxation
(Including FBT) NIL 1.81
Net Profit / (Loss) 7.64 (189.42)
2. DIVIDEND:
In view of inadequacy of profit, the Board does not recommend payment
of dividend to the Shareholders for the year under review.
3. RETROSPECTIVE AND PROSPECTIVE REVIEW OF OPERATIONS:
Upon completion of the takeover activities, the new management pursued
and obtained the Mining Lease for Modhera oil field (located in the
Cambay Basin in close proximity to Baola field). In addition, for
Modhera, the Company took over the management of the field in February
2009 (the Production Sharing Contract for Modhera had been previously
signed by the Company in the year 2001).
The 3D seismic data acquisitions of Baola and Modhera were conducted as
planned and were completed during the year. Data processing for both
fields were also completed but interpretation work could only be
finalized for Baola during the year under review. The interpretation
work for Modhera was still in progress as at the end of the year.
The seismic interpretation results for Baola have provided the Company
with a few leads for drilling of a proposed well. The Company, after
extensive technical analysis, has selected the best technically
acceptable geological location for drilling an exploratory cum
development well. The well is scheduled to be spud in the second
quarter of the 2010-11 financial year. In addition, your Company is
also planning to drill a well in Modhera during the third or the fourth
quarter of the 2010-2011 financial year, if the seismic prognosis
results in credible drilling leads.
It is hoped that the production of oil/gas from the Baola field and
oil/gas from Modhera field (contingent on the outcome of a drilling
phase) is expected to commence from the financial year 2010-11 and
2011-12 respectively.
On the international front, the Companys wholly-owned subsidiary,
Interlink Petroleum Pte. Limited (incorporated in Singapore during the
year 2008-09), has yet to commence operations.
4. MANAGEMENT DISCUSSION AND ANALYSIS:
4.1 Industry Structure and Developments:
The petroleum industry in India remains regulated by the policies of
the Government of India. The industry, however, faces tough challenges
from the environmental policies being implemented in the country which
are getting stricter with each passing day. This is impacting the
industry, resulting in delays in project implementation as well as
adding to finding and developing costs. Further, the recent apex
court pronouncement on the ownership of gas and its pricing guidelines
relating to gas related transactions has also changed the industry
landscape.
4.2 Opportunities and Challenges:
The price of oil appears to be maintaining a level of approximately
US - US per barrel. This has catalyzed the industry and
exploration and development activities are on the uptrend. This current
oil price level is expected to remain in the medium term. The rise in
oil prices may result in an escalation in service costs to its
pre-downturn levels.
In contrast, the natural gas prices that had plunged along with oil
prices have not rebounded to their pre-downturn levels and are still
posing some challenges to the gas producers. Natural gas, remains a
largely a regional product and continues to be monopolized by the
suppliers or consumers or transporters.
4.3 Operations and Performance:
Overall Review:
The Company seized a partial advantage of the economic downturn in late
2008 and carried out its operations, mainly the 3D seismic acquisition,
processing and interpretation at moderate costs. We also achieved our
objective of completing the program on schedule, enabling us to plan
for a drilling program to commence by mid 2010.
In this area the Company will continue to seek opportunities to obtain
competitive pricing for services.
Quality, Health, Safety & Environment:
Your Company is committed to protect the health, safety and environment
in all aspects of its work. The Company therefore places high emphasis
on compliance to its HSE policy by all the stake holders, the
employees, contractors and associates.
4.4 Future Outlook:
Threats :
As is the case with any oil and gas exploration and production player,
the Company’s overall performance is impacted by oil / gas price and
finding, development and operational costs. The size of the Company’s
future revenue will rely on successful development of the fields being
held and will also depend on oil and gas prices prevailing in the
international market. To try to mitigate fluctuations in the Company’s
performance with oil price fluctuations, the Company may resort to
processes such as hedging. Such measures will be suitably undertaken at
the appropriate time. In the meanwhile, the gas price continues to
remain a challenge for the Company as the estimated gas accumulations
in its fields requires a reasonable price support for it to be
economically produced.
Efforts are being made by the Company to secure such gas prices from
its present and prospective consumers.
4.5 Internal Control Systems and Risk Management:
The Company is already practicing an adequate Internal Control System
in respect of efficiency of operation, financial reporting, compliance
with laws and applications etc., which is supplemented by Internal
Audit conducted regularly to review the adequacy and effectiveness of
Internal Control and to suggest improvement. The Audit Committee
regularly reviews the significant observations of the Audit and also
meets the Companys Statutory Auditors to obtain their observations on
Financial Reports and Controls.
4.6 Financials:
A brief of the financial analysis of the Companys operations for the
year is given herein above and therefore the same is not repeated.
4.7 Cautionary Statement :
Certain Statements made in the Management Discussion & Analysis may be
Forward-looking statements. within the meaning of applicable
securities laws & regulations and actual results may differ materially
from those expressed and implied. Factors that could make differences
to the Companys operations include competition, price realizations,
changes in the Government policies and regulations, tax regimes,
economic development within India and other incidental factors.
5. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES :
During the year under review, the Company issued and allotted 65,20,000
shares to Non Promoter Foreign Investors in compliance with SEBI (ICDR)
Regulations, 2009, on repatriation basis, to raise funds to undertake
substantial expansion of operational activities, to meet a part of the
proposed capital expenditure and to augment long term working capital
requirement of the Company. These shares have also been listed on the
Bombay Stock Exchange Limited
6. SIGNIFICANT DEVELOPMENTS
During the year, M/s. Jit Sun Investments Pte. Limited Singapore, the
Promoter of the Company, transferred its entire shareholding in the
Company (1,03,10,000 Equity shares representing 41.37% of the paid up
capital of the Company) to its wholly owned subsidiary, M/s. Loyz Oil
Pte. Limited, Singapore, with due compliance of SEBI (SAST)
Regulation.
As per communication received from M/s Jit Sun Investments Pte Limited
(one of the Companys promoters) and Mr. Kenneth Gerard Pereira, they
have on 28th April 2010, entered into a Share Purchase Agreement with
M/s Sim Siang Choon Limited, a Company listed in the Singapore Stock
Exchange, proposing to sell their shareholding (total of 11,934,000
shares) in the Company, in exchange of shares in M/s Sim Siang Choon
Limited subject to approval of the relevant authorities in India and
Singapore.
7. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed;
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments 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 March 31st,
2010 and of the Profit of the Company for the year;
iii) that the Directors have taken proper and sufficient care to
maintain adequate accounting records in accordance with the provisions
of the Companies Act, 1956 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
8. DIRECTORS :
Mr. Vijay Misra and Mr. Bikash Chandra Bora, the Directors, retire at
the ensuing Annual General Meeting and being eligible, they have
offered themselves for reappointment.
For perusal of the Shareholders, a brief resume of the Directors being
reappointed, their nature of expertise, their shareholding in the
Company, the names of the Companies in which they hold directorship and
the details of their membership of the Committees of the Board are
given as Annexure I to the notice, as required under clause 49 IV G
of the Listing Agreement. The Board recommends their reappointment.
9. CORPORATE GOVERNANCE:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement relating to Corporate Governance in all material
respects as applicable, during the year under review.
A report on Corporate Governance, together with a Certificate of its
Compliance, forms part of this report in the enclosed Annexure - III.
10. SUBSIDIARY COMPANY:
The Directors and Auditors Reports and Accounts of the Subsidiary
Company are annexed to this report along with the statement pursuant to
Section 212 of the Companies Act, 1956.
11. STATUTORY DISCLOSURES:
11.1 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 Report and 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
Dy. Company Secretary at the Registered Office of the Company.
11.2 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 (Disclosure of Particulars in the Report of Board of
Directors) Rules,1988, statement showing particulars with respect to
conservation of energy, technology absorption and foreign exchange
earnings and outgo, is given in the enclosed Annexure-II.
11.3 Consolidated Financial Statements:
In accordance with Accounting Standard AS-21, the audited consolidated
financial statements are provided in the Annual Report.
12. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any public
deposits as per under Section 58A of the Companies Act 1956.
13. AUDITORS, AUDIT REPORT AND AUDITED ACCOUNTS :
M/s Shirish Desai & Co., Chartered Accountants, retire as Auditors at
the conclusion of the ensuing Annual General Meeting and 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.
14. ACKNOWLEDGEMENTS :
Your Directors place on record their sincere appreciation for the
continued co-operation and support extended by you and the service
providers, to the Company. Your Directors would also like to record
their gratitude for the support and co-operation received by your
Company from agencies of the Government of India namely, Ministry of
Petroleum and Natural Gas, Directorate General of Hydrocarbons and
Government of Gujarat . Your Directors also express their sincere
appreciation to our dedicated employees for their continuing efforts
towards the growth of your Company.
For and on behalf of the Board,
Bikash Chandra Bora
Chairman
Place: Noida
Date:10-06-2010
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