Dear Members,
 
 The directors present the 21st Annual Report together with audited
 accounts of your Company for the year ended 31st March, 2012.
 
 Consolidated Financial Highlights:
 
                                            ( Rs. in Millions)
 
 Particulars                         2011-12          2010-11
 
 Operating Income                   14,840.32         14,619.48
 
 Other Income                          322.53            123.37
 
 Total Income                       15,162.85         14,742.86
 
 Profit Before Interest, 
 Depreciation and Taxation           7,211.56          6,946.04
 
 Finance Cost                        3,066.20          2,600.24
 
 Depreciation                        1,670.46          1,627.85
 
 Profit Before Taxation              2,474.89          2,717.95
 
 Add: Prior Period Adjustments           0.08              8.59
 
 Add: Minority Share in Loss             0.01              0.01
 
 Profit for the Year                 2,474.98          2,726.55 
 
 Provision for Tax
 
 - Income Tax Relating to 
 Earlier Years                           0.46              0.15
 
 -Income Tax                           236.52            191.78
 
 -MAT Credit                          (193.61)           (92.38)
 
 -Deferred                             338.65            363.56
 
 Net Profit after tax                2,092.97          2,263.45
 
 Add : Surplus as per Last 
 Balance Sheet                       8,026.55             5,971
 
 Surplus available for 
 appropriation                      10,119.52          8,234.33
 
 Appropriation:
 
 Transferred to General Reserve         50.00            100.00
 
 Transferred to Debenture 
 Redemption Reserve                  2,500.00              -
 
 Proposed Dividend on Equity Shares     46.36             92.72
 
 Dividend Distribution Tax on
 Proposed Dividend                       7.52             15.04
 
 Surplus Carried Forward to 
 The Next Year                       7,515.64          8,026.57
 
 Total                              10,119.52          8,234.33
 
 The consolidated operating income for the financial year 2011-12 has
 grown slightly by 1.5% at Rs. 14,840 millions against ‘ 14,619 millions
 in the previous year. Due to increase in the finance cost during the
 year the profit after tax has declined by 7.5% from Rs. 2,263 millions in
 2010-11 to Rs. 2,093 millions in 2011-12. However, the EBIDTA margin has
 been improved at Rs. 7,212 million (48.59%) in 2011-12 as compared to Rs.
 6,946 millions (47.51%) during the last year 2010-11.
 
 The consolidated net worth of the Company has increased from Rs. 13,752
 millions to Rs. 15,233 millions while standalone net worth has also grown
 by Rs. 490 millions and reached at Rs. 9,846 millions as on 31st March
 2012.
 
 The comparison of the Company''s performance for last 3 years is shown
 in following graphs:
 
 Dividend
 
 For the financial year under review your Directors have recommended a
 dividend of Rs.1.00 per equity share of Rs.10.00 each i.e.  10% on paid up
 share capital of the Company, amounting Rs. 46.36 millions. The dividend,
 if approved at the ensuing annual general meeting, will be paid to
 those members whose names appear in the Register of Members as on the
 close of working hours on 28th September 2012 and in respect of shares
 held in dematerialized form it will be paid to the members whose names
 are furnished by National Securities Depositories Limited and Central
 Depository Services (India) Limited as beneficial owners.
 
 The dividend would be tax free in the hands of shareholders.
 
 Review of Operations
 
 Recently your company has started its foray into the area of offshore
 drilling by obtaining its maiden contract from Gulf of Suez Petroleum
 Company (GUPCO) for deployment of an offshore jack up drilling rig in
 Gulf of Suez, Egypt for an initial period of 2 1 year. GUPCO is a 50
 -50 joint venture owned by British Petroleum (BP) and The Egyptian
 General Petroleum Company (EGPC). This contract will be executed
 under our Singapore based 100% subsidiary viz. Shiv-Vani Singapore Pte
 Limited. We have acquired offshore jack up drilling rig Ocean
 Heritage now renamed as Shiv-Vani Heritage from Diamond Offshore
 LLC, an offshore drilling company, of Delaware, USA.
 
 Shiv-Vani Heritage is a self elevating drilling unit registered and
 flagged in the Marshall Islands. Shiv-Vani Heritage has an outfitted
 maximum water depth capability of 300ft and a drilling depth capability
 of 20,000ft. The rig is acquired with all certification including the
 ABS certificate.
 
 It is a new beginning for your company and has set a strong offshore
 drilling platform for Shiv-Vani. Acquisition of offshore rig should be
 considered as an addition to the gamut of services provided by
 Shiv-Vani.
 
 Shiv-Vani currently owns and operates 40 on-land rigs and 8 seismic
 crews. We provide onshore E&P services ranging from seismic services,
 well drilling, work over operations, extraction of methane gas out of
 coal beds (CBM) to integrated well services with projects all over the
 country.
 
 While continuing with the contracts of the last year with respect to E
 & P Services ranging from seismic to well drilling related integrated
 services, extraction of Methane from coal beds (CBM) we also got the
 EPC contract for the erection of Coal Handling Plant (CHP) and setting
 of Solar Power project as per the following:
 
 Other Business Activities
 
 Seismic Services:
 
 We provide services in the collection and interpretation of seismic
 data. We are capable of acquiring both two-dimensional and
 three-dimensional seismic data, and have entered into a collaborative
 agreement with a third-party which gives us the capability to provide
 shallow water transit zone data services. Seismic data is collected by
 causing an explosion in the area beneath a shot-hole and then capturing
 the resulting resonance by a geophone and a telemetry system.
 Interpretation of the seismic data collected helps in identifying the
 precise points for well drilling.
 
 During the year we have added two new clients for 3-D Seismic data
 acquisition for an area of 144 square KM in Gujrat for Sintax Oil and
 Gas Limited and we are continuing with our services with SNG Russia for
 GAIL (India) Limited for an area of 605 square KM.
 
 Drilling Operations:
 
 Deep drilling services consist generally of well drilling, well
 workover and directional drilling services. Your company on
 consolidated basis has fleet of 40 onshore rigs with drilling capacity
 up to a maximum depth of 8,000 metres. Out of 40 rigs 80% are brand new
 in terms of drilling capacity and value with an average age of 3-4
 years and residual life of about 35 years.
 
 Your company is successfully running all the contracts with our
 esteemed clients viz. ONGC, OIL India Limited etc and also obtaining
 repeat contracts from existing employers.
 
 CBM Operations:
 
 Coal bed methane development exploration and exploitation is gradually
 gaining importance as it reduces the greenhouse effect and earns carbon
 credits by further preventing the direct emission of methane gas from
 operating mines to the atmosphere. India has 247 Billions tonnes of
 Coal Reserves – 3rd largest in the world. Total Sedimentary area for
 CBM Exploration in India is 26,000 Sq Km, 36% of which is still
 unexplored. The DGH expects CBM production to grow to more than 7mmscmd
 over the next few years from present production of over 2mmscmd. Out of
 this exploration has been initiated in about 60% area by way of CBM
 rounds Following are the CBM bidding states:
 
 CBM I : 7 Offered and 5 awarded
 
 CBM II : 9 Offered and 8 awarded
 
 CBM III : 10 offered and 10 awarded
 
 CBM IV : 10 offered and 7 awarded
 
 Shiv-Vani is pioneer and leading provider of integrated CBM development
 services in India with ability to provide multilateral inseam,
 horizontal directional drilling, resulting in significant increase in
 flow rates and optimises CBM production. Your Company has got an
 integrated contract of CBM for development, drilling and production
 testing of 14 horizontal Wells and putting them under production with
 requisite surface facilities for delivering the Gas at delivery point
 and Drilling, Completion and Testing of Pilot Wells in four CBM Blocks
 of Jharkhand.
 
 We have drilled a total of 20 numbers of wells for CBM Project at
 Bokaro as 3 Horizontal and 17 Vertical with the deployment of five no.
 of rigs of different capacities as per the requirement of the project.
 
 EPC Projects:
 
 Apart from the existing contracts from ONGC for engineering,
 construction and pre / post installation of gas gathering station, we
 have got 2 contracts of Coal handling Plant of about Rs. 200 Cr. each
 from Mahanadi Coalfileds Limited (MCL), a subsidiary of Coal India
 Limited for Ananta siding V&VI, Jgannath Area of Talcher Coalfields
 Near Talcher, Orissa. The project is a pre-engineered turnkey
 assignment for design, supply, construction, erection, commissioning,
 trial run and handing over of all the structures, equipment and other
 sub-systems of the proposed coal transportation and silo loading
 arrangement at Ananta OCP siding , Talcher coalfields of MCL. The first
 contract for Rs.198.50 is executable over a period of 2 years and
 another LOI of about Rs.200 Cr. (executable over a period of 2 years)
 is expected shortly.
 
 This is an E.P.C. contract. This does not need any capital expenditure.
 Working capital limits plus mobilization advance from Coal India will
 be sufficient to execute the project.
 
 Fixed Deposits
 
 During the period under review, your Company has not accepted any fixed
 deposit under Section 58A of the Companies Act, 1956 read with
 Companies (Acceptance of Deposits) Rules, 1975 and as such no amount of
 principal or interest was outstanding on 31st March, 2012.
 
 Change in Capital Structure
 
 During the year under review there was no change in the capital
 structure of the Company.
 
 The Company has redeemed 6% Redeemable Secured Optionally Convertible
 Debentures (OCD) amounting to Rs. 2,500 millions on its maturity.
 
 Listing
 
 The equity shares continue to be listed on the Bombay Stock Exchange
 Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The
 annual listing fee for the next financial year 2012-13 has been paid to
 both the Stock Exchanges. The FCCBs are listed with Singapore Exchange.
 
 Directors
 
 During the year, there was no change among the Directors except Mr
 Sachikanta Mishra has been inducted by IFCI Limited as Nominee Director
 on the Board of the Company on 13th February, 2012.
 
 In accordance with the provisions of Section 255 and Section 256 of the
 Companies Act, 1956 and Articles of Association of the Company, Mr Om
 Prakash Garg and Capt. Hiteshi Chander Malik, Directors of the Company,
 who retires by rotation, at the ensuing Annual General Meeting, and
 being eligible, offer themselves for re-appointment. The Board
 recommends their re-appointment.
 
 Brief resume of the Directors proposed to be re-appointed, nature of
 their expertise in specific functional areas and names of the companies
 in which they hold directorship and membership/ Chairmanship of
 Committees of the Board, as stipulated under Clause 49 of the Listing
 Agreement are provided in the Notice for ensuing Annual General
 Meeting.
 
 Human Resource Development
 
 Your company believes that human resources are the main assets of the
 Company and hence continues to be committed to the skill development
 and upgradation of its human resources through various training
 programmes, welfare activities and creating an environment which is
 conducive for optimum performance.
 
 Corporate Social Responsibility
 
 Shiv-Vani upholds a deep conviction in Corporate Social Responsibility
 (CSR) while translating of operations and business in reality at ground
 level. The Initiative and social efforts has fortified the organization
 in the direction of social responsibilities while working in the
 remotest corner of the country. In fact it is a unique opportunity in
 reaching to the far flung areas of our country to meet the business
 commitments.
 
 In the process we thought of utilizing this opportunity in the benefit
 of local people, by taking of some proven initiatives so as, atleast
 they could see the light of development. Our nature of business is such
 that we have to remain at one place for at least couple of months to
 meet the contractual requirements.
 
 The following initiatives have been taken up at our working sites under
 different programmes.
 
 Strengthen the villagers: Under this programme we take up the
 responsibility of educating our young and old people from the nearby
 villages along with our crewmembers about the importance of Yoga and
 Meditation in building up a strong and healthy village population. We
 know that these people are very close to nature, so if the natural
 method of strengthening their physical and mental faculties are
 utilized, then it will bring wonder to our village population. Our
 ancient Rishis and Saints had been teaching throughout their lives a
 way of living to safeguard and to provide awakened civilization moving
 in forward direction in their time. As it has been a proven method and
 the time tested in centuries, We have taken this initiative to
 regenerate a strong and resurgence village with a meaningful social
 outlook.
 
 Blood Donation Camp: We have also organized at times with the help of
 local health agencies / Red Cross. The blood donation camp, so as our
 crew and local people could be encouraged to donate the blood for the
 needy persons. It is a greediness services and this must be cultured
 and developed as habit with our local villagers. We know that there is
 no harm in donating blood atleast twice in a year.
 
 Social Forestry: We have taken up this initiative to educate people for
 maintaining for ecological balance by planting trees wherever it is
 mercilessly destroyed. The deteriorating areas of Jungles and the
 denuded mountains are example of environmental and ecological mess
 committed by our generation. This is the greatest challenge before the
 modern civilisation, while maintaining its march to development and
 progress.
 
 We have noted the importance of plantation around our working areas. We
 goes for plantation in large scale and we also encourage the villagers
 to go for it. We provide saplings of those plants which could be useful
 in those areas.
 
 All the above efforts strengthen the organization in establishing the
 relationship with remote villagers and a dialogue for possible social
 development gets established.
 
 Internal Control System
 
 Your company believes that internal controls are vital element of
 management and freedom should be exercised with suitable controls and
 limitations. Your company left no stone unturned in ensuring an
 effective internal control environment that provides operational
 efficiency and appropriate security of its assets. This can be achieved
 by continuously following the well established and robust processes of
 internal audit. As such we have adequate internal control systems for
 business processes across various profit and cost centers with regard
 to efficiency of operations, financial reporting, compliance with
 applicable laws and regulations etc.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, your Directors confirm that:
 
 (i) In preparation of the annual accounts for the financial year
 2011-12, the applicable accounting standards have been followed and no
 material departures have been made from the same;
 
 (ii) 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 and of the profit of
 the Company for that year;
 
 (iii) 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 for safeguarding the assets of
 the Company, and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) The Directors have prepared the annual accounts on a going concern
 basis.
 
 CEO / CFO Certification
 
 Pursuant to the requirement of clause 49 of the Listing Agreement CEO
 and CFO certification is attached with Annual Report. CEO and CFO also
 submits their certificates while placing the financial results before
 the Board.
 
 Code of conduct for Directors and senior management personnel
 
 The code of conducts has been placed on the web site of the Company.
 All the directors and senior management personnel have affirmed the
 compliances with these codes during the financial year 2011-12.
 
 Auditors and their Report
 
 M/s Vijay Prakash Gupta & Associates, Chartered Accountants, Statutory
 Auditors of the Company will retire at the conclusion of the ensuing
 Annual General Meeting and are eligible for reappointment.
 
 The Company has received from M/s Vijay Prakash Gupta & Associates,
 Chartered Accountants the consent letter for appointment as Statutory
 Auditors of the Company for the financial year 2012-13, declaration
 under Section 224(1B) of the Companies Act, 1956 and Peer Review
 Certificate issued by the Institute of Chartered Accountants of India.
 They have further declared that they are not disqualified for such
 appointment/ re-appointment within the meaning of Section 226 of the
 Companies Act, 1956.
 
 The Audit Committee and the Board of Directors recommend appointment of
 M/s Vijay Prakash Gupta & Associates, Chartered Accountants as the
 Statutory Auditors of the Company for the financial year 2012-13 for
 shareholders approval.
 
 The observations made in the Auditors'' Report are self explanatory and
 does not call for any further clarifications under Section 217(3) of
 the Companies act, 1956.
 
 Subsidiary Companies & Consolidated Financial Results
 
 During the year under review Shiv-Vani Infra Limited has been
 incorporated as wholly owned subsidiary of the Company.
 
 Consolidated Financial Statements pursuant to Clause 41 of the Listing
 Agreement entered into with the Stock Exchanges and prepared in
 accordance with the Accounting Standards prescribed by the Institute of
 Chartered Accountants of India, are attached for your reference.
 
 In line with the general exemption granted by the Ministry of Corporate
 Affairs vide Circular No 2/2011 dated 8th February, 2011, the report
 and accounts of the subsidiary companies are not required to be
 attached to the company''s accounts. Any shareholder of the Company, who
 wishes to obtain the report and account of subsidiaries, may send a
 request in writing to the Company Secretary at the registered office of
 the Company.
 
 The Annual Accounts of the subsidiary companies are kept open for
 inspection by any shareholders at the registered office of the Company
 and of the concerned subsidiary company.
 
 In compliance with the terms of the exemption, summary of financial
 information for each subsidiary which includes Capital, Reserves, Total
 Assets, Total Liabilities, Details of Investment, Turnover, Profit
 before taxation, Provision for taxation, Profit after taxation and
 proposed dividend has been attached with this annual report.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a detailed report on the Corporate Governance system and
 practices of the company is given in a separate section in this annual
 report. Additional information for the shareholders is given in
 Additional Shareholders'' Information section.
 
 The requisite Certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid Clause 49, is attached to this report.
 
 Management Discussion and Analysis
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report is presented
 separately forming part of this report.
 
 Particulars as per Section 217 of the Companies Act, 1956.
 
 The information relating to the Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo required under
 Section 217(1)(e) of the Companies Act, 1956, is set out in a separate
 statement attached to this Report and forms part of it.
 
 In accordance with the provisions of Section 217(2A) read with the
 Companies (Particulars of Employees) Rules, 1975, the names and other
 particulars of employees are provided in Annexure-2 attached with this
 report.
 
 Investor Relations
 
 Investor Relations have been cordial during the year. As a part of
 compliance, the Company has an Investor Grievance Committee to redress
 the issues relating to investors. The details of the Committee are
 provided in the Corporate Governance Report forming part of the Annual
 Report.
 
 Acknowledgement
 
 Your Directors take this opportunity to express their sincere
 appreciation for the excellent support and cooperation extended by the
 stakeholders, customers, suppliers, bankers and other business
 associates including financial institutions, banks, Central & State
 Government authorities during the year under review.
 
 Your Directors place on record their deep appreciation for the
 exemplary contribution made by employees at all levels. Their dedicated
 efforts and enthusiasm have been pivotal to your Company''s growth.
 
                                      For and on behalf of the Board
                    Shiv-Vani Oil & Gas Exploration Services Limited
 
 New Delhi                                            (Prem Singhee)
 
 September 3, 2012                      Chairman & Managing Director