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
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