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Shiv Vani Oil & Gas Exploration Services Directors Report, Shiv Vani Oil Reports by Directors
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Shiv Vani Oil & Gas Exploration Services
BSE: 522175|NSE: SHIV-VANI|ISIN: INE756B01017|SECTOR: Oil Drilling And Exploration
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« Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors are pleased to present 20th Annual Report on the
 business and operations together with the annual accounts of the
 Company for the financial year ended 31st March, 2011.
 
 Consolidated Financial Highlights:            (Rs. in Millions)
 
 Particulars                           FY 2010-11    FY 2009-10
 
 Operating and Other Income            14,744.42      12,571.68
 
 Profit before Interest, Depreciation 
 and Taxation                           6,872.86       5,593.97
 
 Interest                               2,584.74       1,920.44
 
 Depreciation                           1,570.17       1,071.61
 
 Profit Before Taxation                 2,717.95       2,601.92
 
 Add: Prior Period Adjustments              8.59           -
 
 Add: Minority Interest in Loss             0.01           0.01
 
 Profit for the Year                    2,726.55       2,601.93 
 
 Provision for Taxes:
 
 - Income Tax Relating To Earlier years     0.15          49.03
 
 - Income Tax                             191.78         274.87
 
 - Deferred                               363.56         441.76
 
 - Mat Credit                             (92.38)       (154.88) 
 
 Net Profit after tax                   2,263.44       1,991.15
 
 Add : Surplus as per Last Balance Sheet5,970.88       4,092.70 
 
 Surplus available for appropriation    8,234.32       6,083.85
 
 Appropriation:
 
 Transferred to General Reserve           100.00          50.00
 
 Transferred to Legal Reserve               -              8.91
 
 Proposed Dividend on Equity Shares        92.72          46.36
 
 Dividend Distribution Tax on Proposed 
 Dividend                                  15.04           7.70
 
 Surplus carried forward to the next 
 year                                   8,026.56       5,970.88
 
 Total                                  8,234.32       6,083.85
 
 On consolidated basis the operating income for the year under review
 grew by 16.77% at Rs. 14,619.83 millions against Rs. 12,520.09 millions in
 the previous year. Profit before tax has also increased from Rs. 2,601.92
 millions in 2009-10 to Rs. 2,717.95 millions in 2010-11.
 
 The consolidated net worth of the Company has increased from Rs. 11,581
 millions to Rs. 13,706 millions while standalone net worth has also grown
 by Rs. 277 millions and reached at Rs. 9,356 millions as on 31st March
 2011.
 
 The comparison of the Company''s performance for the last 3 years is
 shown in the following graphs:
 
 Dividend
 
 Your directors are pleased to recommend a dividend of Rs. 2/- per equity
 share of Rs. 10/- each (i.e. 20%) for the financial year 2010-11
 (previous year it was 10%). 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 27th September, 2011 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
 
 Our business consists of wide range of integrated services including
 onshore E&P services ranging from seismic services, well drilling, work
 over operation, extraction of methane gas out of coal beds (CBM) to
 integrated well services with projects spread across over 36 sites in
 India and Oman (Middle East) providing cost and time advantage.  Our
 total drilling / workover fleet consists of 40 Drilling Rigs, out of
 which 15 Rigs (14 brand new state of the art equipments) have capacity
 to drill wells up to a depth of 6000 meters, while one Rig of 3000 HP
 can drill up to 8000 meters. We also have 8 sets of Seismic equipments
 to carry out operations in varied terrains ranging from mountains to
 dense forests. Other than oil & gas service activities in Oman,
 substantially all of our revenues are derived from our business
 activities in India. As on 31st March, 2011, we have 33 operative sites
 throughout India.
 
 During the year under review the Company has secured one contract from
 ONGC for engineering, construction and pre/post installation of Gas
 Gathering Station & Pipeline (10.50 KM of 10 diameter and 30 KM of 20
 diameter) at Sonamura, Tripura. The work on the project has commenced
 during the current year.
 
 In addition, during the year the Company has also started operations on
 its Seismic Contract in Transit Zone at KG Basin, Andhra Pradesh - a
 new line of operation. We are the only company in India, which is doing
 Seismic Data acquisition activity in Transit Zone by using own Marine
 Energy Source (Air Gun).
 
 The detail of High capacity Drilling Rigs deployment chart is stated
 below:
 
 S. 
 No.  Location             No of Rigs Deployed     Capacity
 
 1 Sibsagar (Asam)                1               3000 HP Rig
 
 2 Sibsagar (Asam)                3               2000 HP Rig
 
 3 Agartala (Tripura)             2               2000 HP Rig
 
 4 Rajhamundry (AP)               2               2000 HP Rig
 
 5 Ankleshwar (Gujrat)            2               2000 HP Rig
 
 6 Duliajan (Asam)                2               2000 HP Rig
 
 7 Jabalpur (MP)                  1               2000 HP Rig
 
 8 Duliajan (Asam)                2               1500 HP Rig
 
 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 hence no amount of
 principal or interest was outstanding on 31st March, 2011.
 
 Change in Capital Structure
 
 During the year under review there is no change in the authorized and
 paid up equity share capital of the Company.  However, the Company has
 allotted Foreign Currency Convertible Bonds (FCCB) for USD 80,000,000,
 which has been listed on Singapore Stock Exchange. During the year
 under review the Company has also allotted 6% Redeemable, Secured,
 Optionally Convertible Debentures (OCD) amounting to Rs. 2,500 millions
 for a term not exceeding to 18 months.
 
 Listing
 
 The equity shares of the Company continue to be listed on the Bombay
 Stock Exchange Limited (BSE) and The National Stock Exchange of India
 Limited (NSE), while the FCCB are listed on Singapore Stock Exchange.
 The annual listing fee for the financial year 2010-11 has been paid to
 BSE & NSE both.
 
 Directors
 
 During the year, there was no change in the composition of the Board of
 Directors.
 
 In accordance with the provisions of Section 255 and Section 256 of the
 Companies Act, 1956 and Articles of Association of the Company, Mr.
 Prateep Kumar Lahiri and Mr. Rajneesh Gupta, the 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.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 confirmed that:
 
 (i) In preparation of the annual accounts for the financial year
 2010-11, the applicable accounting standards have been followed and no
 material departures have been made from the same;
 
 (ii) The appropriate accounting policies have been selected and applied
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give true and fair view of the state of affairs of the
 Company at the end of the financial year 2010-11 and of the profit of
 the Company for the year under review;
 
 (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 annual accounts of the Company for the financial year ended
 31st March, 2011 have been prepared 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 2010-11.
 
 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 re-appointment.
 
 M/s Vijay Prakash Gupta & Associates, Chartered Accountants have
 confirmed their eligibility and willingness to accept office of the
 Statutory Auditors of the Company for the financial year 2011-12, if
 re-appointed.
 
 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 2011-12 for
 shareholders approval.
 
 The observations made in the Auditors'' Report are self explanatory and
 do not call for any further clarifications.
 
 Internal Control System
 
 The Company has a proper and adequate Internal Control System devised
 through its extensive experience that ensures control over various
 functions of its business. These control systems ensures the timely and
 accurate recording of financial transactions and adherence to
 applicable accounting standards, proper utilization and safety of its
 assets, strict compliances with various corporate laws, regulations and
 management policies, effective management information system etc.
 Periodic audits conducted by Internal Auditors and Statutory Auditors
 provide means whereby any weakness, whether financial or otherwise, is
 identified and rectified in time.
 
 Subsidiary Companies
 
 The Company has nine subsidiaries as on March 31, 2011. During the year
 Shiv-Vani Energy Limited became the wholly owned subsidiary company.
 Out of these nine subsidiaries two are step down while seven are direct
 subsidiary companies.
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Directors'' Report, Balance Sheet and Profit & Loss Account,
 Auditors'' Report and other documents of our subsidiaries to our annual
 report. The Ministry of Corporate Affairs, Government of India vide its
 circular no. 2/2011 dated 8th February 2011 has provided an exemption
 to companies from complying with section 212, provided such companies
 publish the audited consolidated financial statements in the annual
 report. Accordingly, the financial statements and other documents of
 our subsidiaries are not being attached with the annual report 2010-11
 of the Company. The audited annual accounts and other related documents
 & information of our subsidiaries, where applicable, will be made
 available for inspection during business hour at our registered office
 in New Delhi, India and the same will also be provided to any member of
 the Company who is interested in obtaining the same.
 
 The consolidated financial statements, in terms of Clause 32 of the
 Listing Agreement and prepared in accordance with Accounting Standard
 21 as specified in Companies (Accounting Standards) Rules, 2006 also
 form part of this annual report.
 
 A statement in respect of each of the subsidiaries, giving the details
 of capital, reserves, total assets and liabilities, investments,
 turnover, profits, provision for taxation, proposed dividend, if any,
 etc. is attached to this annual report.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement a detailed report on the
 Corporate Governance systems and practices of the Company are given in
 a separate section in this annual report. Additional information for
 the shareholders is provided 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.
 
 Conservation of energy, technology, absorption and foreign exchange
 earnings and outgo
 
 The particulars regarding 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 Companies
 (Disclosure of Particulars) in the Report of the Board of Directors
 Rules, 1988 are given in annexure-1 to this report.
 
 Statement of Employees'' Particulars
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended, is given in the annexure-2 to the this Report.
 
 Investor Relations
 
 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 thank the vendors, stakeholders
 including financial institutions, banks, Central & State Government
 authorities, other business associates, who have extended their
 valuable sustained support and encouragement during the year under
 review.
 
 Your Directors are thankful to the shareholders and customers for their
 continued patronage. Your Directors wish to place on record their
 appreciation for the significant contribution made by the employees at
 all levels.
 
                                      For and on behalf of the Board
                    Shiv-Vani Oil & Gas Exploration Services Limited
 
 New Delhi                                            (Prem Singhee)
 
 August 31, 2011                        Chairman & Managing Director
Source : Dion Global Solutions Limited
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