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డైరెక్టర్ల నివేదిక Aban Offshore Ltd.

Mar 31, 2018

The Directors of your company are pleased to present the Thirty Second Annual Report along with the accounts for the year ended 31st March, 2018.

1. Financial Results

Rs. in Millions

Particulars

Standalone

Consolidated

For the year ended

31st March, 2018

31st March, 2017

31st March, 2018

31st March, 2017

Income from Operations

5,915.25

8,868.55

14,668.60

17,579.20

Other Income

601.28

529.25

144.95

148.76

Less: Expenditure

2,972.88

3,191.38

8,160.16

8,513.59

Profit before Interest and Depreciation

3,543.66

6,206.42

6,653.38

9,214.37

Less: Interest

1,133.14

1,196.15

12,821.03

10,904.86

Less: Depreciation/ impairment

1,731.83

1,537.94

19,015.81

7,011.59

Profit/ (Loss) for the year before Tax

678.69

3,472.33

(25,183.45)

(8,702.08)

Provision for Tax

791.13

1,556.91

1,078.99

1,904.47

Minimum Alternate Tax (MAT) Credit Entitlement

-

-

-

-

Provision for Deferred Tax

(198.14)

(196.02)

(198.14)

(196.02)

Profit/ (Loss) for the year from continuing operations

85.70

2,111.44

(26,064.30)

(10,410.53)

Share in earnings of associate

-

-

(0.45)

2.20

Profit/ (Loss) for the year

85.70

2,111.44

(26,064.75)

(10,408.33)

Profit brought forward from the previous year

18,655.09

16,609.70

2,800.90

13,275.28

Available for appropriation

18,740.79

18,721.14

(23,263.86)

2,866.95

Net gain/(Loss) through OCI

0.97

4.37

0.97

4.37

Expected return on plan assets & net actuarial gain/ (Loss)

18.30

9.58

18.30

9.58

Transfer to Capital Redemption Reserve

-

80.00

-

80.00

Transfer to General Reserve

-

-

-

Balance Carried forward

18,760.06

18,655.09

(23,244.58)

2,800.90

2. Performance

The Revenue earned during the year under review stood at Rs.6517 Million. Rigs Aban II and Aban ICE were working satisfactorily under the existing contracts. Other Rigs are being actively marketed.

3. Changes In Share Capital

There was no change in the Share Capital of the Company during the year under review.

4. Subsidiary Companies INDIAN Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

International

Rigs under Contract were performing satisfactorily.

The subsidiary company accounts details are available in the Company’s website.

5. Consolidation of Accounts

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) along with a separate statement containing the salient features of the financial performance of subsidiaries/ associates, in the prescribed form. The audited consolidated financial statements together with Auditor’s Report forms part of the Annual Report.

As per IND AS-108, if the revenue of an operating segment is less than 10 percent of the combined revenue of all operating segment then it is not mandatory for a company to report separately information about that segment. The revenue from Wind Energy division is less than 10 percent of the combined revenue of all operating segments. Hence the Company is not reporting its Wind Energy operating segment in its financials.

6. Management’s Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

7. Dividend

In order to conserve cash, the Board of Directors do not recommend any dividend.

8. Directors

Ms.Deepa Reji Abraham is liable to retire by rotation and being eligible offers herself for re-appointment.

Mr. Pradeep Kumar Khosla (Nominee Director of SBI) resigned from the Board of the Company with effect from 1st November 2017. The board wish to place on record its sincere appreciation for the services rendered by him during his tenure.

9. Disclosures under Companies Act, 2013: Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as on March 31, 2018 is enclosed in Annexure.

Number of Board Meetings:

The Board of Directors met 5 (five) times in the year 2017-18. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Constitution of Committees:

The details of various committees formed and their attendance during the year are provided in the Corporate Governance Report.

Role of Audit Committee

The Role of Audit Committee is given in the Corporate Governance Report.

10. Director’s Responsibility Statement

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended on 31st March 2018, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 period.

(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, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the accounts for the financial year ended on 31st March 2018 on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Statement of Declaration by Independent Directors as required under 149(6) of the Companies Act, 2013

All the Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

12. Explanation by the Board on every qualification, reservation or adverse remark or disclaimer made-

a) By the Auditor in his report — Nil

b) By the Practising Company Secretary in his Secretarial Audit Report- Nil

13. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in Notes to the financial statements.

14. Particulars of contracts or arrangements with related parties referred to in sub- section (1) of Section 188 of the Companies act, 2013 in the prescribed form

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the listing Regulation. There were no materially significant Related Party Transactions made by the Company during the year that would have required the shareholder approval as required under the listing regulation.

All Related Party Transactions are placed before the Audit Committee for approval. Suitable disclosures as required under AS 18 have been made in the Notes to the Financial Statements. Form AOC-2 is shown in Annexure B

The Board had approved policies on Related Party Transactions and Material Subsidiary. The Policies have been uploaded in the website, under the weblink: http:// abanoffshore.com/RelatedPartyTransactionsPolicy.pdf

15. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31, 2018 and the date of the Report.

16. Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the board may threaten the existence of the Company.

The Company’s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed from the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

17. Corporate social responsibility initiatives taken during the year

The Company has constituted CSR Committee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. During the year the Company had engaged IL & FS Skills Development Corporation Limited to undertake program to provide vocational/employable skills training to youth from marginal sections of society and spent around Rs.1.7 million for the same. The detailed report is given in a separate Annexure E in the Annual Report. The CSR Policy may be accessed on the Company’s website at http://abanoffshore. com/pdf/CS R_Pol i cy. pdf

18. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the workings of its Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

19. The details of directors or key managerial personnel who were appointed or have resigned during the year

Mr. Pradeep Kumar Khosla, nominee director of State Bank of India resigned from the Board of the Company with effect from 1st November 2017.

20. The name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year Aban Hydrocarbons Pte Ltd had ceased to become step down subsidiary of the company.

21. The details relating to deposits, covered under chapter v of companies act, 2013

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

22. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

23. The details in respect of adequacy of internal financial controls with reference to the financial statements.

Details of the same are provided in the Management Discussion and Analysis attached to this Report

24. Internal financial Control:

Your Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all its assets are safeguarded against loss from unauthorized use/misuse or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. Your company through its own internal audit department carried out periodic audits at all locations and functions. The internal audit department reviews the efficiency and effectiveness of these systems and procedures. Added objectives including evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The observations arising out of the audit are periodically reviewed and compliance ensured. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to Company policies, (b) safeguarding of its assets, (c) prevention and detection of frauds and errors, (d) the accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

25. Stock Exchanges

Your Company’s Equity shares are listed in BSE Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs. 2,610 million issued by the Company which were listed in BSE Limited are under suspension.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2017-18 have already been paid to the stock exchanges.

26. Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

27. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report about unethical behavior or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company’s website under the weblink” http://abanoffshore. com/pdf/whistleblowerpolicy.pdf

28. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 201 3.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2017-18.

29. Auditors

M/s. P.Murali & Co, Chartered Accountants, Chennai to hold office till the conclusion of 32nd Annual General Meeting.

M/s. P.Murali & Co, Chartered Accountants, are being recommended for appointment as Statutory Auditors to hold office till the conclusion of the 36th Annual General Meeting.

The Audit Committee and the Board of Directors have recommended the appointment of M/s. P.Murali & Co., Chartered Accountants as the Statutory Auditors from the financial year 2018-19 to 2021-22. The necessary resolution is being placed before the shareholders for approval.

30. Additional disclosures

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in joint venture in the notes on accounts.

31. Particulars of employees

In accordance with provision to Section 136(1) of the Companies Act, 2013, the Directors’ Report is being sent to all shareholders excluding the statement prescribed under Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the registered office of the Company during office hours till the date of the Annual General Meeting.

32. The particulars prescribed under section 134 (3)(m) of the Companies Act, 2013 read with Rule (3)(a) (b) & (c) of the Companies (Accounts) Rules, 2014,

(A) Conservation of Energy

The Company has undertaken several initiatives in this area like the following:

- Variable Refrigerant Flow (VRF) system for ACs installed earlier in the office which is highly energy efficient. It saves approximately Fifty percent of power consumption.

- Intelligent control system as a part of building management system to control power consumption in ACs by way of automatic switch off of electric equipment when an area is unutilized.

- Changed the lifts to energy efficient technology with drives which will minimize power consumption. The Project completed and saving is mentioned above.

- Migration from traditional lighting system to LED lighting system at all our Rigs and office - on going project waste heat recovery units planned for new Genset installation on vessel. This utilizes the heat wasted in Gas turbine exhausts.

(B) Technology Absorption

- Migration from existing time based maintenance philosophy to predictive maintenance with the help of latest electronic/digital instrumentation.

- Changing out electrical systems and controls for critical equipments with digital drives and Variable Frequency Drive (VFD) in all our offshore assets.

- Complete process of material purchase from requirement to delivery is digitalized for a paperless environment as a measure of go green initiative.

- Company started using friction reduction products like polytron in lube oil applications. This reduces consumed energy, minimizes heating, reduces friction by 90%. 5% of engine/ equipment is implemented with polytron during this financial year.

Foreign exchange earnings and outgo (Rupees in millions)

33. Corporate Governance

A detailed note on the Company’s philosophy on Corporate Governance and such other disclosures as required under the listing regulations is separately annexed herewith and forms part of this report.

34. Compliance Certificate

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the stock exchanges, was met.

35. Acknowledgements

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company.

Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company’s objective’s estimates expectation of projection may be Forward Looking Statement within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include Government Regulations, Taw Laws, economic developments in India and in the countries in which the Company conducts business, litigations and other allied factors.

For and on behalf of the Board

Reji Abraham P.Murari

Managing Director Chairman

Place : Chennai

Date : May 30, 2018


Mar 31, 2017

The Directors of your company are pleased to present the Thirty First Annual Report along with the accounts for the year ended 31st March, 2017.

1. FINANCIAL RESULTS Rs. in Millions

Particulars

Standalone

Consolidated

For the year ended

31st March, 2017

31st March, 2016

31st March, 2017

31st March, 2016

Income from Operations

8,868.55

10,141.34

17,579.20

33,345.53

Other Income

529.25

683.69

148.76

193.65

Less Expenditure

3,191.38

3,714.17

8,513.59

14,426.79

Profit before Interest and Depreciation

6,206.42

7,110.86

9,214.37

19,112.39

Less Interest

1,196.15

1,211.73

10,904.86

10,380.14

Less Depreciation

1,537.94

1,496.75

7,011.59

9,018.28

Profit/ (Loss) for the year before Tax

3,472.33

4,402.38

(8,702.08)

(286.03)

Provision for Tax

1,556.91

1,494.65

1,904.47

2,143.18

Minimum Alternate Tax (MAT) Credit Entitlement

-

-

-

-

Provision for Deferred Tax

(196.02)

6.22

(196.02)

1.06

Profit/ (Loss) after Tax before share in Earnings of joint Ventures

2,111.44

2,901.51

(10,410.53)

(2,430.27)

Share in earnings of associate

-

-

2.20

20.05

Profit/ (Loss) for the year after tax and after share in earnigs of joint ventures

2,111.44

2,901.51

(10,408.33)

(2,410.22)

Profit brought forward from the previous year

16,609.70

14,234.14

13,275.28

16,211.45

Available for appropriation

18,721.14

17,135.65

2,866.95

13,801.23

Net gain/(loss) through OCI

13.95

(12.82)

13.95

(12.82)

Transfer to Capital Redemption Reserve

80.00

260.00

80.00

260.00

Transfer to General Reserve

-

-

-

-

Equity Dividend paid

-

210.12

-

210.12

Tax on Equity Dividend

-

43.01

-

43.01

Proposed Divided — Preference

-

-

-

-

Proposed Dividend- Equity

-

-

-

-

Tax on Dividend — Preference

-

-

-

-

Tax on Dividend — Equity

-

-

-

-

Balance Carried forward

18,655.09

16,609.70

2,800.90

13,275.28

2. PERFORMANCE

The Revenue earned during the year under review stood at Rs.9,398 million. Rigs Aban II, Aban III, Aban IV, Aban VI were working satisfactorily under the existing contracts. Drillship Aban Ice completed the Contract and was awarded a fresh contract for 3 years by ONGC.Rig Aban V and Floating Production Unit Tahara are being actively marketed.

3. CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year under review.

4. SUBSIDIARY COMPANIES

INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

Consequent to divestment of shares,Radhapuram Wintech Private Ltd and Aban Green Power Private Limited ceased to be subsidiary of Aban Offshore Limited with effect from 26-12-2016.

INTERNATIONAL

Rigs under Contract were performing satisfactorily.

5. CONSOLIDATION OF ACCOUNTS

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), Company is required to prepare Financial Statements under Indian Accounting Standards (IND AS) prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015 and Companies (Acounting Standards) Amendment Rules, 2016 with effect from 1st April, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

Accordingly the Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2016 with the transition date of 1st April 2015 and the Financial Statements for the year ended 31st March, 2017 has been prepared in accordance with Ind AS. The Financial Statement for the year ended 31st March 2016 have been restated to comply with Ind AS to make them comparable.

The MCA Notification also mandated that the Ind AS shall be applicable to subsidiary Companies, Joint Venture or associates of the Company. Hence the Company has prepared and reported Financial Statements under Ind AS w.e.f. 1st April, 2016, including restatement of the opening balance as at April 1, 2015.

The effect of the transition from IGAAP to Ind AS has been explained by way of a reconciliation in the Standalone and Consolidated Financial Statements.

The subsidiary Company accounts details are available in the Company’s website.

6. MANAGEMENT’S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

In order to conserve cash, the Board of Directors do not recommend any dividend.

8. DIRECTORS

Mr.C.P.Gopalkrishnan is liable to retire by rotation and being eligible offers himself for re -appointment.

Mr. Pradeep Kumar Khosla was nominated by State Bank of India to the Board of the Company with effect from 22nd March, 2017.

Mr.Reji Abraham, Managing Director is seeking reappointment for a further period of 5 years effective 26.09.2017.

9. DISCLOSURES UNDER COMPANIES ACT, 2013

1. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as on March 31, 2017 is enclosed in Annexure .

2. Number of Board Meetings:

The Board of Directors met 5 (five) times in the year 201617. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

3. Constitution of Committees :

The details of various committees formed and their attendance during the year are given in the Corporate Governance Report.

4. Role of Audit Committee

The Role of Audit Committee is given in the Corporate Governance Report.

5. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended on 31st March 2017, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 period.

(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, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the accounts for the financial year ended on 31st March 2017 on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. Statement of Declaration by Independent Directors as required under 149(6) of the Companies Act, 2013

All the Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

Policy on Director’s Appointment and Remuneration: I. Appointment

(a) Criteria for Determining Qualifications, Positive Attributes & Independence of Director:

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Company’s business.

(b) Positive attributes of Independent Directors:

An Independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity, act objectively and constructively, exercise his responsibilities in a bona-fide manner in the interest of the company, devote sufficient time and attention to his professional obligations for informed and balances decision making, and assist the company in implementing the best corporate governance practices.

(c) Independence of Independent Directors :

An Independent director should meet the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 concerning independence of directors.

II. Remuneration Policy for Directors, Key Managerial Personnel and other employees Non Executive Directors :

Non Executive Directors shall be paid a sitting fee of Rs. 25,000/- for every meeting of the Board and Rs.10,000/- for committee there of attended by them.

Managing Director & Key Managerial Personnel & Other Employees

The objective of the policy is directed towards having a compensation structure that will reward and retain talent.

The remuneration to Managing Director shall take into account the Company’s overall performance, his contribution for the same and trends in the industry in general, in a manner which will ensure and support a high performance culture.

Remuneration to Directors, Key Managerial Personnel and Senior Management will involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The above criteria and policy are subject to review by the Nomination & Remuneration committee & the Board of Directors of the Company.

7. Explanation by the Board on every qualification, reservation or adverse remark or disclaimer made

a) By the Statutory Auditor in his report - Nil

b) By the Practicing Company Secretary in his Secretarial Audit Report- Nil

8. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in Notes to the financial statements.

9. Particulars of Contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in the prescribed form

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the listing Regulation. There were no materially significant Related Party Transactions made by the Company during the year that would have required the shareholder approval as required under the listing regulation.

All Related Party Transactions are placed before the Audit Committee for approval. Suitable disclosures as required under AS 18 have been made in the Notes to the Financial Statements. Form AOC-2 is shown as a separate annexure.

The Board had approved policies on Related Party Transactions and Material Subsidiary. The Policies have been uploaded in the website, under the weblink: http:// abanoffshore.com/RelatedPartyTransactionsPolicy.pdf

10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31, 2017 and the date of the Report.

11. Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

The Company’s robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed from the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

12. Corporate Social Responsibility

The Company has constitited CSR Commitee in accordance with section 135 of the Companies Act, 2013. The CSR Committee has formulated and recommeded to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at http://abanoffshore.com/pdf/CSR_Policy.pdf2.

The Annual Report on CSR activities is given in Annexure to this Report.

13. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the workings of its Committees. The evaluation by the Board of its own performance and that of its committees and individual directors were done as per the manner determined by the Chairman and Independent Directors.

14. The details of directors or key managerial personnel who were appointed or have resigned during the year

Mr. Pradeep Kumar Khosla was nominated by the State Bank of India as Nominee Director in the Board of the Company.

15. The name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

Radhapuram Wintech Private Limited and Aban Green Power Private Limited have ceased to become subsidiaries of the company during the year.

16. The details relating to deposits, covered under Chapter V of Companies Act, 2013

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

17. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

18. The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Details of the same are provided in the Management Discussion and Analysis attached to this Report.

19. Internal financial control:

Your Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all its assets are safeguarded against loss from unauthorized use/misuse or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. Your company through its own internal audit department carried out periodic audits at all locations and functions. The internal audit department reviews the efficiency and effectiveness of these systems and procedures. Added objectives including evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The observations arising out of the audit are periodically reviewed and compliance ensured. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to Company policies, (b) safeguarding of its assets,(c) prevention and detection of frauds and errors, (d) the accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

20. STOCK EXCHANGES

Your Company’s Equity shares are listed in BSE Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs.2,610 million issued by the Company are listed in BSE Limited.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2016 -17 have already been paid to the stock exchanges.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report about unethical behavior or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company’s website under the weblink” http://abanoffshore.com/pdf/ whistleblowerpolicy.pdf.

22. Disclosure under the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2016-17.

23. AUDITORS

M/s Ford, Rhodes, Parks & Co. LLP Chartered Accountants hold office till conclusion of this Annual General Meeting.

M/s P.Murali& Co Chartered Accountants, Hyderabad are being recommended for appointment as Statutory Auditors to hold office till the conclusion of the 32nd Annual General Meeting.

The Audit Committee and the Board of Directors have recommended the appointment of M/s. P.Murali & Co, Chartered Accountants as the Statutory Auditors for the financial year 2017-18. The necessary resolution is being placed before the shareholders for approval.

24. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts.

25. PARTICULARS OF EMPLOYEES

In accordance with provision to Section 136(1) of the Companies Act, 2013, the Directors’ Report is being sent to all shareholders excluding the statement prescribed under Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the Registered office of the Company during office hours till the date of the Annual General Meeting.

26. The particulars prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) (B) & (C) of the Companies (Accounts) Rules, 2014,

(A) Conservation of Energy

The Company has undertaken several initiatives in this area like the following:

- Installed Variable Refrigerant Flow (VRF) system for ACs in the office which is highly energy efficient.

- Intelligent control system as a part of building management system to control power consumption in ACs by way of automatic switch off of electric equipment when an area is unutilized.

- Changed the lifts to energy efficient technology with drives which will minimise power consumption.

- Migration from traditional lighting system to LED lighting system at all our Rigs and office.

(B) Technology Absorption

- Migration from existing time based maintenance philosophy to predictive maintenance with the help of latest electronic/ digital instrumentation.

- Changing out electrical systems and controls for critical equipments with digital drives and Variable Frequency Drive (VFD) in all our offshore assests.

- Complete process of material purchase from requirement to delivery is digitalized for a paperless environment as a measure of go green initiative.

27. CORPORATE GOVERNANCE

A detailed note on the Company’s philosophy on Corporate Governance and such other disclosures as required under the listing regulations is separately annexed herewith and forms part of this report.

28. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Schedule V of the Listing (Obligations & Disclosure) Regulations, 2015 with the stock exchanges, was met.

29. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company

CAUTIONARY STATEMENT

Statement in the Management Discussion and Analysis describing the Company’s objective’s estimates expectation of projection may be Forward Looking Statement within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include Government Regulations, Taw Laws, economic developments in India and in the countries in which the Company conducts business, litigations and other allied factors.

For and on behalf of the Board

Reji Abraham P.Murari

Managing Director Chairman

Place : Chennai

Date : May 29, 2017


Mar 31, 2015

Dear Members,

The Directors of your company are pleased to present the Twenty Ninth Annual Report alongwith the accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

Particulars Rs. in Millions Standalone

For the year ended

31st March, 31st March, 2015 2014

Income from Operations 7,597.52 8,199.44

Other Income 584.75 443.65

Less Expenditure 3,784.78 4,362.26

Profit before Interest and Depreciation 4,397.49 4,280.83

Less Interest 930.15 1,784.67

Less Depreciation 805.77 417.90

Profit for the year before Tax 2,661.57 2,078.26

Provision for Tax 618.00 442.28

Minimum Alternate Tax (MAT) Credit Entitlement - (389.16)

Provision for Deferred Tax 137.37 220.89

Profit after Tax before share in Earnings of joint Ventures 1,906.21 1,804.25

Share in earnings of Joint Ventures - -

Profit for the year after tax and after share in earnings of joint ventures 1,906.21 1,804.25

Profit brought forward from the previous year 5,888.77 5,046.99

Available for appropriation 7,794.98 6,851.24

Transfer to Capital Redemption Reserve 200.00 270.00

Transfer to General Reserve - 180.43

Equity Dividend Paid 48.04 -

Tax on Equity Dividend 8.16 -

Proposed Dividend - Preference 263.57 281.00

Proposed Dividend- Equity 207.92 156.66

Tax on Dividend - Preference 53.95 47.76

Tax on Dividend - Equity 42.56 26.62

Balance Carried forward 6,970.78 5,888.77



Particulars Rs. in Millions Consolidated

For the year ended

31st March, 31st March, 2015 2014

Income from Operations 40,408.38 39,362.55

Other Income 443.59 308.62

Less Expenditure 16,620.26 17,323.60

Profit before Interest and Depreciation 24,231.71 22,347.57

Less Interest 10,910.02 11,406.25

Less Depreciation 5,979.52 5,483.77

Profit for the year before Tax 7,342.18 5,457.55

Provision for Tax 1,802.33 1,712.77

Minimum Alternate Tax (MAT) Credit Entitlement - (389.16)

Provision for Deferred Tax 135.25 221.65

Profit after Tax before share in Earnings of joint Ventures 5,404.60 3,912.29

Share in earnings of Joint Ventures 44.82 18.36

Profit for the year after tax and after share in earnings of joint ventures 5,449.42 3,930.65

Profit brought forward from the previous year 15,211.86 12,243.68

Available for appropriation 20,661.28 16,174.33

Transfer to Capital Redemption Reserve 200.00 270.00

Transfer to General Reserve - 180.43

Equity Dividend Paid 48.04 -

Tax on Equity Dividend 8.16 -

Proposed Dividend - Preference 263.57 281.00

Proposed Dividend- Equity 207.92 156.66

Tax on Dividend - Preference 53.95 47.76

Tax on Dividend - Equity 42.56 26.62

Balance Carried forward 19,837.08 15,211.86

2. PERFORMANCE

The Revenue earned during the year under review stood at Rs 8,182.27 millions. Rigs Aban II, Aban VI and drillship Aban Ice were working satisfactorily under the existing contract. Rigs Aban IV and III were awarded new contracts. Accordingly Rig Aban IV commenced operations in the last quarter of financial year 2014-2015 and Rig Aban III commenced operations in the first quarter of current financial year. Rig Aban V and Floating Production Unit Tahara are being actively marketed.

3. CHANGES IN SHARE CAPITAL

During the year the Company successfully placed 1,07,83,608 equity shares through the process of Qualified Institutional Placement (QIP) and raised an amount of Rs. 7500 Million. The proceeds received through QIP were utilized for repayment of high cost debt. Your Company allotted 40,00,000 warrants to Promoter/Promoter group under Preferential allotment in February, 2014. In terms of the said issue 25% of the consideration has been paid by the Promoter/Promoter group. The balance 75% of the consideration is payable on or before 18 months from the date of allotment. Promoter/Promoter group paid balance 75% consideration for 33,90,000 warrants during the year 2014-15 and 6,10,000 warrants during the current financial year. Accordingly your company allotted 40,00,000 shares to them. Further 65,200 shares were allotted to employees pursuant to exercise of options by employees under the ESOP Scheme.

4. SUBSIDIARY COMPANIES

INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

Radhapuram Wintech Private Ltd

The company has entered into agreement with couple of business entities for supply of green power under group captive scheme. The performance of the company has been satisfactory.

Aban Green Power Private Ltd

The company has entered into agreement with couple of business entities for supply of green power under group captive scheme. The performance of the company has been satisfactory.

INTERNATIONAL

All the subsidiaries are performing satisfactorily.

5. CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Association and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 the statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements.

The Audited consolidated accounts and cash flow statement comprising Aban Offshore Ltd and its Subsidiaries in accordance with the Accounting Standard Rules 2006 prescribed by the Institute of the Chartered Accountants of India in this regard is attached.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered Office of the Company on any working day during office hours till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company's website.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 10% p.a (Re.1.00 per share pro-rata) for the year ended 31st March, 2015 on the Non-Convertible Cumulative Redeemable Preference Share Capital of the Company and a dividend of 180 % (Rs.3.60 per share) on the paid-up Equity Share Capital of the Company for the year ended 31st March 2015.

8. DIRECTORS

Mr. C.P.Gopalkrishnan is liable to retire by rotation and being eligible offers himself for re appointment.

Ms.Subhashini Chandran is being recommended for appointment as Independent Director for a period of 5 years not liable to retire by rotation.

Ms.Deepa Reji Abraham is being recommended for appointment as a Director liable to retire by rotation.

9. DISCLOSURES UNDER COMPANIES ACT, 2013:

1. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as on 31st March , 2015 is enclosed in Annexure.

2. Number of Board Meetings:

The Board of Directors met 5 (five) times in the year 2014-15.The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

3. Constitution of Committees:

The details of various committees formed and their attendance during the year are given in the Corporate Governance Report.

4. Role of Audit Committee:

The Role of Audit Committee is given in the Corporate Governance Report.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended on 31st March 2015, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 period.

(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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the accounts for the financial year ended on 31st March 2015 on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. Statement of Declaration by Independent Directors as required under 149(6) of the Companies Act, 2013

All the Independent Directors have given the declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board they fulfill the conditions of Independence as specified in the Act and Rules made there under and are independent of the management.

5. Policy on Director's Appointment and Remuneration:

I. Appoinment

(a) Criteria for Determining Qualification, Positive Attributes & Independence of Director:

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the Company's business.

(b) Positive attributes of Independents Directors:

An Independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity, act objectively and constructively, exercise his responsibilities in a bona-fide manner in the interest of the company, devote sufficient time and attention to his professional obligations for informed and balances decision making, and assist the company in implementing the best corporate governance practices.

(c) Independence of Independent Directors:

An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors.

II. Remuneration Policy for Directors, Key Managerial Personnel and other employees

Non Executive Directors :

Non Executive Directors shall be paid a sitting fee of Rs. 25,000/- for every meeting of the Board and Rs. 10,000/- for committee thereof attended by them.

Managing Director & Key Managerial Personnel and other employees

The objective of the policy is directed towards having a compensation structure that will reward and retain talent.

The remuneration to Managing Director shall take into account the Company's overall performance, his contribution for the same and trends in the industry in general, in a manner which will ensure and support a high performance culture.

Remuneration to Directors, Key Managerial Personnel and Senior Management will involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The above criteria and policy are subject to review by the Nomination & Remuneration committee & the Board of Directors of the Company.

6. Explanation by the Board on every qualification, reservation or adverse remark or disclaimer made

(a) By the Statutory Auditor in his report - NIL

(b) By the Practising Company Secretary in his Secretarial Audit Report - NIL

7. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provision of Section 186 of the Companies Act, 2013 are given in Notes to the financial statements.

8. Particulars of Contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in the prescribed form

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the listing agreement. There were no materially significant Related Party Transactions made by the Company during the year that would have required the shareholder approval as required under clause 49 of the listing agreement.

All Related Party Transactions are placed before the Audit Committee for approval. Suitable disclosures as required under AS 18 have been made in the Notes to the Financial Statements.

The Board had approved policies on Related Party Transactions and Material Subsidiary. The Policies have been uploaded in the website, under the weblink :http://abanoffshore.com/pdf/Related 20 % Party 20%Transactions 20% Policy.pdf.

9. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company between the end of financial year March 31, 2015 and the date of the Report.

10. Statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

The Company's robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed from the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

11. Corporate Social Responsibility initiatives taken during the year

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 your company at the Board meeting held on July 31, 2014 approved a Policy on CSR and the Policy was hosted on the website of the Company.

In terms of Section 135 read with Section 198 of the Companies Act, 2013, the Company does not Have average net profits over the three immediately previous financial years and is therefore not required to spend on Corporate Social Responsibility (CSR) activities. However, during the financial year 2014-15 Company has made voluntary contributions towards activities in the areas of promoting education, preventive health care and sanitation. The projects are in accordance with Schedule VII of the Companies Act, 2013.

12. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the workings of its Committees.

13. The details of directors or key managerial personnel who were appointed or have resigned during the year

C.P.Gopalkrishnan was re-designated as Deputy Managing Director, CFO & Secretary on 31st July 2014. C.P.Gopalkrishnan relinquished his responsibilities as Company Secretary and S.N.Balaji was appointed as Company Secretary on 19th September 2014.

Subhashini Chandran and Deepa Reji Abraham were appointed as Additional Directors on 19th September 2014.

14. The name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the financial year 2014-15 Aban Green Power Pvt Ltd became a subsidiary of Aban Offshore Limited.

15. The details relating to deposits, covered under Chapter V of Companies Act, 2013

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

16. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

17. The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Details of the same are provided in the Management Discussion and Analysis attached to this Report.

18. Internal financial control:

Your Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all its assets are safeguarded against loss from unauthorized use/misuse or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. Your company through its own internal audit department carried out periodic audits at all locations and functions. The internal audit department reviews the efficiency and effectiveness of these systems and procedures. Added objectives including evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The observations arising out of the audit are periodically reviewed and compliance ensured. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to Company policies, (b) safeguarding of its assets,(c) prevention and detection of frauds and errors, (d) the accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

19. STOCK EXCHANGES

Your Company's Equity shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs. 2,610 million issued by the Company were listed in Bombay Stock Exchange Ltd.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2014 -15 have already been paid to the stock exchanges.

During the year your company's shares were delisted from Madras Stock Exchange under voluntary Delisting effective 25th August 2014.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report about unethical behavior or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company's website under the weblink" http://abanoffshore. com/pdf/whistleblowerpolicy.pdf.

21. Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act,2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2014-15.

22. AUDITORS

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai hold office till the conclusion of the 31st Annual General Meeting subject to ratification at every Annual General Meeting.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2015-16. The necessary resolution is being placed before the shareholders for ratification.

The Secretarial Auditor M/s. G. Ramachandran & Associates, Practising Company Secretries issued Secretarial Audit Certificate and the same is enclosed and forms part of the Report

23. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts

24. PARTICULARS OF EMPLOYEES

In accordance with proviso to Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to all shareholders excluding the statement prescribed under Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the Registered office of the Company during office hours till the date of the Annual General Meeting.

25. The Particular Prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) (A) (B) & (C) of the Companies (Accounts) Rules, 2014,

The activities of the Company in general are not energy intensive. The company took appropriate measures to conserve energy wherever possible. The Foreign exchange details are given below,

Foreign exchange earnings and outgo (Rs. in millions)

2014- 15 2013-14

Foreign exchange earned 7,912.86 8,437.95 during the year

Foreign exchange outflow 1,624.05 1,950.86 during the year

26. CORPORATE GOVERNANCE

A detailed note on the Company's philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

27. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

28. ACKNOWLDEGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company.

For and on behalf of the Board

Place : Chennai Reji Abraham P.Murari Date : May 27, 2015 Managing Director Chairman


Mar 31, 2014

Dear Members,

The Directors of your company are pleased to present the Twenty Eighth Annual Report along with the accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions

Standalone Consolidated

For the year ended

31 March, 31 March, 31 March, 31 March, 2014 2013 2014 2013

Income from Operations 8,199.44 7,968.65 39,362.55 36,727.01

Other Income 443.65 490.85 308.62 260.68

Less Expenditure 4,362.26 4,816.05 17,323.60 16,861.83

Profit before Interest and Depreciation 4,280.83 3,643.45 22,347.57 20,125.86

Less Interest 1,784.67 3,296.29 11,406.25 11,884.49

Less Depreciation 417.90 491.31 5,483.77 4,909.47

Profit for the year before Tax 2,078.26 (144.15) 5,457.55 3,331.90

Provision for Tax 442.28 (136.83) 1,712.77 1,299.28

Minimum Alternate Tax (MAT) Credit Entitlement (389.16) - (389.16) -

Provision for Deferred Tax 220.89 118.95 221.65 118.96

Profit after Taxbefore share in Earnings of joint Ventures 1,804.25 (126.27) 3,912.29 1,913.66

Share in earnings of Joint Ventures - - 18.36 25.07

Profit for the year after tax and after share in earnings of joint ventures 1,804.25 (126.27) 3,930.65 1,938.73

Profit brought forward from the previous year 5,046.99 5,678.36 12,243.68 10,810.05

Available for appropriation 6,851.24 5,552.09 16,174.33 12,748.78

Transfer to Capital Redemption Reserve 270.00 - 270.00 -

Transfer to General Reserve 180.43 - 180.43 -

Proposed Divided - Preference 281.00 275.07 281.00 275.07

Proposed Dividend-Equity 156.66 156.66 156.66 156.66

Tax on Dividend – Preference 47.76 46.75 47.76 46.75

Tax on Dividend – Equity 26.62 26.62 26.62 26.62

Balance Carried forward 5,888.77 5,046.99 15,211.86 12,243.68

2. PERFORMANCE

The Revenue earned during the year under review stood at Rs 8643.09 millions. Rigs Aban II, Aban III, Aban IV, Aban V, Aban VI were working satisfactorily under the existing contracts. Drillship Aban Ice commenced new contract during the year under review and has been working satisfactorily. Floating Production UnitTahara is being actively marketed.

3. CHANGES IN SHARE CAPITAL

There were no changes in the share capital of the company during the year under review. However your Company allotted 40,00,000 warrants to Promoter/Promoter group under Preferential allotment. In terms of the said issue 25% of the consideration has been paid by the Promoter/Promoter group. The balance 75% of the consideration is payable on or before 18 months from the date of allotment. Upon payment, said warrants shall be converted into equity shares. Your Company also granted 14,00,000 options to employees including two whole time directors and three independent directors.

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

Radhapuram Wintech Private Ltd

The company has entered into agreement with couple of business entities for supply of green power under group captive scheme. The performance of the company has been satisfactory.

INTERNATIONAL

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

The Audited consolidated accounts and cash fow statement comprising Aban Offshore Ltd and its Subsidiaries in

accordance with the Accounting Standard Rules 2006 prescribed by the Institute of the Chartered Accountants of India in this regard is attached.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered office of the Company till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company''s website.

6. MANAGEMENT''S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 10% p.a for the year ended 31.03.2014 on the Non-Convertible Cumulative Redeemable Preference Share Capital of the Company and a dividend of 180 % (Rs.3.60 per share) on the paid-up Equity Share Capital of the Company for the year ended 31st March 2014.

8. DIRECTORS

Mr. P.Venkateswaran is liable to retire by rotation and being eligible offers himself for re appointment.

Mr.P.Murari, Mr.K.Bharathan and Mr.Ashok Kumar are being recommended for appointment as Independent Directors for a period of 5 years.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the fnancial year ended on 31st March 2014, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 fnancial year and of the Profit of the Company for the year under review.

(iii) that the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the fnancial year ended on 31st March 2014 on a going concern basis.

10. STOCK EXCHANGES

Your Company''s Equity shares were listed in the following stock exchanges:

Madras Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited.

Preference Shares aggregating to Rs. 2,610 million issued by the Company are listed with BSE Limited.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2014 -15 has already been paid to the respective stock exchanges.

11. AUDITORS

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re-appointment for a period of three ie till the conclusion of 31st Annual General Meeting (subject to ratifcation at every Annual General Meeting).

12. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the fnancial reporting of interests in the joint venture in the notes on accounts.

13. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and relevant particulars of the employees who were employed throughout the fnancial year / part of the fnancial year under review and were in receipt of remuneration for the Financial Year in aggregate of not less than Rs.60,00,000 (Rs.5,00,000 per month or part thereof), are annexed.

14. In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

The Company took appropriate measures to conserve energy wherever possible although the Company''s activities in general are not energy intensive.

B. Research and development

The Company''s research and development activities are focused on indigenization of equipment, tools and spares, which are used in rigs and wind mills.

C. Technology absorption, adoption and innovation

The Company took appropriate measures to reduce its dependence on import of technology for its operations, largely relied on the innovative skills of its employees.

15. CORPORATE GOVERNANCE

A detailed note on the Company''s philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

16. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifes that the requirements of a sound Corporate Governance process as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

17. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company.

For and on behalf of the Board

C. P. Gopalakrishnan Reji Abraham

Deputy Managing Director, CFO & Secretary Managing Director

Place: Chennai Date : May 28, 2014


Mar 31, 2013

The Directors of your company are pleased to present the Twenty seventh Annual Report along with the accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions

Standalone Consolidated

For the year ended

31 March, 31 March, 31 March, 31 March, 2013 2012 2013 2012

Income from Operations 7,968.65 6,385.28 36,727.01 31,629.21

Other Income 490.85 758.85 266.63 657.66

Less Expenditure 4,816.05 3,726.19 16,867.78 13,225.04

Profit before Interest and Depreciation 3,643.45 3,417.94 20,125.86 19,061.83

Less Interest 3,296.29 3,662.53 11,884.49 9,890.85

Less Depreciation 491.31 986.10 4,909.47 5,160.41

Profit for the year before Tax (144.15) (1,230.69) 3,331.90 4,010.57

Provision for Tax (136.83) - 1,299.28 818.75

Fringe Benefit Tax - - - -

Provision for Deferred Tax 118.95 (23.38) 118.96 (23.37)

Profit after Tax before share in Earnings of joint ventures (126.27) (1207.31) 1,913.66 3,215.19

Share in earnings of Joint ventures - - 25.07 -

Profit for the year after tax and after share in earnings of joint ventures (126.27) (1,207.31) 1,938.73 3,215.19

Profit brought forward from the previous year 5,678.36 7,360.90 10,810.05 8,070.09

Available for appropriation 5,552.09 6,153.59 12,748.78 11,285.28

Transfer to Capital Redemption Reserve - - - -

Transfer to General Reserve - - - -

Proposed Divided - Preference 275.07 252.24 275.07 252.24

Proposed Dividend- Equity 156.66 156.66 156.66 156.66

Tax on Dividend - Preference 46.75 40.92 46.75 40.92

Tax on Dividend - Equity 26.62 25.41 26.62 25.41

Balance Carried forward 5,046.99 5,678.36 12,243.68 10,810.05

2. PERFORMANCE

The Revenue earned during the year under review stood at Rs 8459.50 millions. Rigs Aban II, Aban III, Aban IV, Aban V, Aban VI and Drillship Aban Ice were working satisfactorily under the existing contracts. Floating Production Unit Tahara is being actively marketed.

3. CHANGES IN SHARE CAPITAL

There were no changes in the share capital of the company during the year under review.

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

Radhapuram Wintech Private Ltd

A new subsidiary was incorporated during the financial year under review for supply of green power to customers.

INTERNATIONAL

Merger of Sinvest AS with Aban International Norway AS:

As part of corporate restructuring, Sinvest AS, a Norwegian Subsidiary was merged with Aban International Norway AS.

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

The Audited consolidated accounts and cash flow statement comprising Aban Offshore Ltd and its Subsidiaries in accordance with the Accounting Standard Rules 2006 prescribed by the Institute of the Chartered Accountants of India in this regard is attached.

Government of India, Ministry of Company Affairs, vide General Circular No. 2/2011 dated 08.02.2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from the year ending 31st March, 2011 from not attaching the full text of the financial statements of subsidiaries subject to fulfillment of certain conditions prescribed in the circular.

Pursuant to the said general exemption, necessary disclosures have been made in respect of the said subsidiaries in this Annual Report along with the Statement pursuant to Section 212 of the Companies Act, 1956.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered Office of the Company till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company''s website.

6. MANAGEMENT''S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a prorata dividend of 8 % p.a upto 16 June, 2012 and thereafter at 10 % p.a upto 31.03.2013, 10% p.a for the year ended 31.03.2013, 9.25 % p.a for the year ended 31.03.2013 on the Non-Convertible Cumulative Redeemable Preference Share Capital of the Company and a dividend of 180 %(Rs.3.60 per share) on the paid-up Equity Share Capital of the Company for the year ended 31st March, 2013.

8. DIRECTORS

Consequent to withdrawal of nomination by ICICI Bank, Mr.K. M.Jayarao ceased to be a Director effective 16 October, 2012. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr.Jayarao during his tenure.

Mr.Ashok Kumar Rout was appointed as an Additional Director effective 01 November, 2012 and will hold office till the conclusion of the Annual General Meeting. In the best interest of the company the board recommend the appointment of Mr. Ashok Kumar Rout as Director of the Company at the ensuing Annual General Meeting of the Members of the Company. Mr. Ashok Kumar Rout will be liable to retire by rotation.

Mr.P.Venkateswaran and Mr.C.P.Gopalkrishnan retire by rotation and being eligible, offer themselves for re appointment.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the financial year ended on 31st March 2013, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review.

(iii) that 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 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the financial year ended on 31st March 2013 on a going concern basis.

10. STOCK EXCHANGES

Your Company''s Equity shares were listed in the following stock exchanges:

Madras Stock Exchange Ltd, BSE Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs. 2,610 million Crores issued by the Company are listed with BSE Limited.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2013 -14 has already been paid to the respective stock exchanges.

11. AUDITORS

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re - appointment.

12. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts

13. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and relevant particulars of the employees who were employed throughout the financial year / part of the financial year under review and were in receipt of remuneration for the Financial Year in aggregate of not less than Rs.60,00,000 (Rs.5,00,000 per month or part thereof), are annexed.

A. Conservation of Energy

The Company took appropriate measures to conserve energy wherever possible although the Company''s activities in general are not energy intensive.

B. Research and development

The Company''s research and development activities are focused on indigenization of equipment, tools and spares, which are used in rigs and wind mills.

C. Technology absorption, adoption and innovation

The Company took appropriate measures to reduce its dependence on import of technology for its operations, largely relied on the innovative skills of its employees.

14. In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, your Directors furnish hereunder the additional information as required.

15. CORPORATE GOVERNANCE

A detailed note on the Company''s philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

16. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

17. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company

For and on behalf of the Board

Place: Chennai C. P. Gopalakrishnan Reji Abraham

Date: May 28, 2013 Deputy Managing Director & Secretary Managing Director


Mar 31, 2012

The Directors of your company are pleased to present the Twenty Sixth Annual Report along with the accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions Standalone Consolidated

For the year ended

31 March, 31 March, 31 March, 31 March, 2012 2011 2012 2011

Income from Operations 6,385.28 11,907.43 31,629.21 33,472.23

Other Income 758.85 765.70 657.66 259.81

Less Expenditure 3,726.19 4,614.54 13,225.04 12,801.16

Profit before Interest and Depreciation 3,417.94 8,058.59 19,061.83 20,930.88

Less Interest 3,662.53 3,354.76 9,890.85 9,335.97

Less Depreciation 986.10 1,148.07 5,160.41 4,907.14

Profit for the year before Tax before Exceptional Items (1,230.69) 3,555.76 4,010.57 6,687.77

Less Exceptional Items - - - 3,372.87

Profit for the year before Tax (1,230.69) 3,555.76 4,010.57 3,314.90

Provision for Tax - 1,360.00 818.75 2,674.58

Fringe Benefit Tax - - - -

Provision for Deferred Tax (23.38) (143.70) (23.37) (143.72)

Profit after Tax before share in Earnings of joint Ventures (1,207.31) 2,339.46 3,215.19 784.04

Share in earnings of Joint Ventures - - - 665.41

Profit for the year after tax and after share in earnings of joint venture (1,207.31) 2,339.46 3,215.19 1,449.45

Profit brought forward from the previous year 7,360.90 6,267.65 8,070.09 7,866.85

Available for appropriation 6,153.59 8,607.11 11,285.28 9,316.30

Transfer to Capital Redemption Reserve - 500.00 - 500.00

Transfer to General Reserve - 240.00 - 240.00

Proposed Divided

- Preference 252.24 278.90 252.24 278.90

Proposed Dividend- Equity 156.66 156.66 156.66 156.66

Tax on Dividend - Preference 40.92 45.24 40.92 45.24

Tax on Dividend - Equity 25.41 25.41 25.41 25.41

Balance Carried forward 5,678.36 7,360.90 10,810.05 8,070.09

2. PERFORMANCE

Revenue earned during the year under review stood at Rs.7,144.13 millions. Rigs Aban II, Aban III, Aban IV, Aban V, Aban VI and Drillship Aban Ice were working satisfactorily under the existing contracts. Floating Production Unit Tahara is being actively marketed.

3. CHANGES IN SHARE CAPITAL

During the year the following changes were effected in the Share Capital of the Company

Preference shares to the extent of 450 Million were redeemed during the year. Preference shares which were due for redemption on 29th December, 2011, 28 February,2012 and 30th March 2012 have been extended by another three years and the coupon rates have also been revised to 10%.

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

INTERNATIONAL

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

The Audited consolidated accounts and cash flow statement comprising Aban Offshore Ltd and its Subsidiaries in accordance with the Accounting Standard Rules 2006 prescribed by the Institute of the Chartered Accountants of India in this regard is attached.

Government of India, Ministry of Company Affairs, vide General Circular No. 2/2011 dated 08.02.2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from the year ending 31st March, 2011 from not attaching the full text of the financial statements of subsidiaries subject to fulfillment of certain conditions prescribed in the circular.

Pursuant to the said general exemption, necessary disclosures have been made in respect of the said subsidiaries in this annual Report along with the Statement pursuant to Section 212 of the Companies Act, 1956.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered Office of the Company till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company's website.

6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 8 % p.a, 9% p.a upto 29th December, 2011, 28th February 2012 and 30th March 2012 and @ 10% p.a from 30 December, 2011, 01 March 2012 and 31st March 2012 respectively and 9.25 % p.a on the Non-Convertible Cumulative Redeemable Preference Share Capital of the Company and a dividend of 180 %(Rs.3.60 per share) on the paid-up Equity Share Capital of the Company for the year ended 31st March 2012.

8. DIRECTORS

Mr.V.S.Rao and Mr.Satish Chandra Gupta resigned from the Board. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr.Rao and Mr.Gupta during their tenure.

Mr.P.Murari and Mr.K.Bharathan retire by rotation and being eligible, offer themselves for re appointment.

The Board recommends the re appointment of Mr.Reji Abraham as Managing Director for a further period of 5 years effective 26.09.2012. He shall not be liable to retire by rotation.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the financial year ended on 31st March 2012, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review.

(iii) that 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 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the financial year ended on 31st March 2012 on a going concern basis.

10. STOCK EXCHANGES

Your Company's Equity shares were listed in the following stock exchanges:

Madras Stock Exchange Ltd, Bombay Stock Exchange Limited and National Stock Exchange of India Ltd.

Preference Shares aggregating to Rs.2,810 Million issued by the Company are listed with Bombay Stock Exchange Ltd.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2012 - 13 has already been paid to the respective stock exchanges.

11. Auditors

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re -appointment.

12. Additional Disclosures

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts

13. Particulars of employees

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and relevant particulars of the employees who were employed throughout the financial year / part of the financial year under review and were in receipt of remuneration for the

Financial Year in aggregate of not less than Rs.60,00,000 (Rs.5,00,000 per month or part thereof), are annexed.

A. Conservation of Energy

The Company took appropriate measures to conserve energy wherever possible although the Company's activities in general are not energy intensive.

B. Research and development

The Company's research and development activities are focused on indigenization of equipment, tools and spares, which are used in rigs and wind mills.

C. Technology absorption, adoption and innovation

The Company took appropriate measures to reduce its dependence on import of technology for its operations, largely relied on the innovative skills of its employees.

14. In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, your Directors furnish hereunder the additional information as required.

15. Corporate Governance

A detailed note on the Company's philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

16. Compliance Certificate

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

17. Acknowledgements

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries, Valued Clients and Members of the Company

For and on behalf of the Board

Place: Chennai Reji Abraham P.Murari

Date : 30.05.2012 Managing Director Vice Chairman


Mar 31, 2011

Dear Members,

The Directors of your company are pleased to present the Twenty Fifth Annual Report along with the accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS

(Rs. In lacs)

Particulars (Standalone) (Consolidated) For the year ended For the year ended

31st March 31st March 31st March 31st March 2011 2010 2011 2010

Income from Operations 1,19,074 1,18,200 3,34,722 3,35, 866

Other Income 7,657 18,183 2,598 2,181

Less Expenditure 46,827 48,611 1,28,994 1,49,905

Profit before Interest and Depreciation 79,904 87,772 2,08,326 1,88,142

Less Interest 32,865 33,714 92,377 97,682

Less Depreciation 11,481 10,912 49,071 46,156

Less Exceptional Item 33,729 - - -

Profit for the year before Tax 35,558 43,146 33,149 44,304

Provision for Tax 13600 15,900 26,746 26,506

Fringe Benefit Tax - - - -

Provision for Deferred Tax (1,437) (798) (1,437) (799)

Profit after Tax before share in Earnings of Joint Ventures 23,395 28,044 7,840 18,597

Share in Earnings of Joint Ventures - - 6,654 12,504

Profit brought forward from the previous year 62,676 47,627 78,669 60,563

Available for appropriation 86,071 75,671 93,163 91,664

Transfer to Capital Redemption Reserve 5,000 5,000 5,000 5,000

Transfer to General Reserve 2,400 2,900 2,400 2,900

Proposed Divided – Preference 2,789 2,789 2,789 2,789

Proposed Dividend – Equity 1,567 1,566 1,567 1,566

Tax on Dividend – Preference 452 474 452 474

Tax on Dividend – Equity 254 266 254 266

Balance Carried forward 73,609 62,676 80,701 78,669

2. PERFORMANCE

The Revenue earned during the year under review stood at Rs. 1,26,731 Lacs. Rigs Aban II, Aban VI, Drillship Aban Ice and Floating Production Unit Tahara were working satisfactorily under the existing contracts. LOI received from ONGC for rigs Aban III And IV for three years each . Aban V is being actively marketed.

3. Foreign Currency Convertible Bonds (FCCB):

Your Company had in April, 2001 issued 1161 unsecured Foreign Currency Convertible Bonds (''FCCB") of Japanese Yen (JPY) 10,000,000 each aggregating JPY 11.61 Billion.

As per the terms of the issue, the bond holder have the right to convert the bonds into equity shares on or after 19, April, 2007 upto and including 8th April, 2011. As on 31.03.2010, 620 bonds have been converted into equity shares. Balance 541 bonds along with redemption premium were redeemed on the due date.

3. CHANGES IN SHARE CAPITAL

During the year the following changes were effected in the Share Capital of the Company

Issue of Shares under Employee Stock Option Scheme - 13,740 Equity Shares of Rs.2/- each were issued and allotted upon exercise of options under the Employee Stock Option Scheme 2005.

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of the Company has been satisfactory.

INTERNATIONAL

All rigs are under contract and are performing well.

5. CONSOLIDATION OF ACCOUNTS

The Audited consolidated accounts and cash flow statement comprising Aban Offshore Ltd and its Subsidiaries in accordance with the Accounting Standard Rules 2006 prescribed by the

Institute of the Chartered Accountants of India in this regard is attached.

Government of India, Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 08.02.2011 has granted general exemption under section 212(8) of the Companies Act,1956 from the year ending 31st March, 2011 from not attaching the full text of the financial statements of subsidiaries subject to fulfillment of certain conditions prescribed in the circular.

Accordingly financial statements of Aban Energies Ltd, India, Aban Holdings pte Ltd and Aban Singapore Pte. Ltd, Aban 7 Pte Ltd, Aban 8 Pte Ltd and Aban Abraham Pte Ltd. Aban Pearl Pte. Ltd, Aban International Norway AS, Sinvest AS, DDI Holding AS, Deep Drilling Invest Pte Ltd., Deep Drilling 1 Pte Ltd., Deep Drilling 2 Pte Ltd., Deep Drilling 3 Pte Ltd., Deep Drilling 4 Pte Ltd., Deep Drilling 5 Pte Ltd., Deep Drilling 6 Pte Ltd., Deep Drilling 7 Pte Ltd., Deep Drilling 8 Pte Ltd., Beta Drilling Pte Ltd., Venture Drilling Pte Ltd and Sinvest (Cyprus) Ltd are not attached.

Pursuant to the said general exemption, necessary disclosures have been made in respect of the said subsidiaries in this Annual Report along with the Statement pursuant to Section 212 of the Companies Act, 1956.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be available for inspection by any investor at the Registered Office of the Company till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company's website.

6. MANAGEMENTÊS DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 8% p.a., 9% p.a and 9.25% p.a respectively on the Non-Convertible Cumulative Redeemable Preference Share Capital of the Company and a dividend of 180% (Rs.3.60 per share) on the paid-up Equity Share Capital of the Company for the year ended 31st March 2011.

8. DIRECTORS

Mr. P. Venkateswaran and Mr. C. P. Gopalkrishnan retire by rotation and being eligible, offer themselves for reappointment.

The Board recommends the appointment of Mr. P. Venkateswaran and Mr. C.P. Gopalkrishnan as Deputy Managing Directors for a further period of 5 years effective 01.08.2011

9. DIRECTORSÊ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the financial year ended on 31st March 2011, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review.

(iii) that 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 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the financial year ended on 31st March 2011 on a going concern basis.

10. STOCK EXCHANGES

Your Company's Equity shares are listed in the following stock exchanges:

Madras Stock Exchange Limited., Bombay Stock Exchange Limited, and National Stock Exchange of India Limited.

Preference Shares aggregating to Rs.306 Crores issued by the Company are listed with Bombay Stock Exchange Limited.

Necessary stock exchange regulations are complied with. Applicable listing fees for the year 2011-12 has already been paid to the respective stock exchanges.

11. AUDITORS

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai, hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re-appointment.

12. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts.

13. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and relevant particulars of the employees who were employed throughout the financial year / part of the financial year under review and were in receipt of remuneration for the Financial Year in aggregate of not less than Rs.60,00,000/- (Rs.5,00,000/- per month or part thereof), are annexed.

A. CONSERVATION OF ENERGY

The Company took appropriate measures to conserve energy wherever possible although the Company's activities in general are not energy intensive.

B. RESEARCH AND DEVELOPMENT

The Company's research and development activities are focused on indigenization of equipment, tools and spares,which are used in rigs and wind mills.

C. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company took appropriate measures to reduce its dependence on import of technology for its operations, largely relied on the innovative skills of its employees.

14. In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, your Directors furnish hereunder the additional information as required.

15. CORPORATE GOVERNANCE

A detailed note on the Company's philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

16. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process, as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

17. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels. The Directors also record their sincere appreciation of the support and co-operation received from the Bankers, Financial Institutions, Investors, relevant Central and State Governments Ministries Valued Clients and Members of the Company.

For and on behalf of the Board

Place : Chennai Reji Abraham V. S. Rao

Date : 26th May 2011 Managing Director Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Annual Report along with audited accounts for the year ended 31st March 2010. The summarised financial results of the company are given hereunder:

1. FINANCIAL RESULTS

(Rs. In lacs)

Particulars (Standalone) (Consolidated)

For the year ended For the year ended

31st March 31st March 31st March 31st March

2010 2009 2010 2009

Income from Operations 1,18,200 1,00,501 3,35,866 3,05,009

Other Income 18,183 22,458 2,181 40,427

Less Expenditure 48,611 47,179 1,49,905 1,31,738

Profit before Interest and Depreciation 87,772 75,780 1,88,142 2,13,698

Less Interest 33,714 25,506 97,682 85,530

Less Depreciation 10,912 9,724 46,156 60,147

Profit for the year before Tax 43,146 40,550 44,304 68,021

Provision for Tax 15,900 15,850 26,506 26,350

Fringe Benefit Tax - 105 - 108

Provision for Deferred Tax (798) (1,381) (799) (1,381)

Profit after Tax before share in Earnings of Joint Ventures 28,044 25,976 18,597 42,944

Share in Earnings of Joint Ventures - - 12,504 11,160

Minority Interest - - - 35

Profit brought forward from the previous year 47,627 34,032 60,563 18,875

Available for appropriation 75,671 60,008 91,664 72,944

Proposed Dividend- Equity 1,566 1,361 1,566 1,361

Tax on Dividend - Equity 266 231 266 231

Proposed Divided - Preference 2,789 2,726 2,789 2,726

Tax on Dividend - Preference 474 463 474 463

Transfer to General Reserve 2,900 2,600 2,900 2,600

Transfer to Capital Redemption Reserve 5,000 5,000 5,000 5,000

Balance Carried forward 62,676 47,627 78,669 60,563

2. PERFORMANCE

The Revenue earned during the year under review stood at 136283 Lacs The rigs Aban II, Aban III, Aban IV, Aban V, Aban VI, Drillship Aban Ice and Floating Production Unit Tahara were working satisfactorily under the existing contracts. LOI received for rig Aban II for one well, the operations under the new contract commenced on 18th April 2010. Steps are being taken to market the rigs all over the world.

3. CHANGES IN SHARE CAPITAL

During the year the following changes were effected in the Share Capital of the Company

a) Issue of Shares under Aban Employee Stock Option Scheme 16740 Equity Shares of Rs.2/- each were issued allotted upon exercise of options under the Employee Stock Option Scheme 2005.

b) During the year 5697135 Equity Shares of Rs.2/- each were issued and allotted under Qualified Institutional Placements (QIP).

c) The Company had forfetited 16,000 Equity Shares of Rs.2/- each of which Re.1/- per share paid-up, out of the above 2,600 Equity Shares forfeited were annuled during the year under review.

4. SUBSIDIARY COMPANIES

INDIAN SUBSIDIARY

Aban Energies Limited

The Subsidiary Company activities relating to the operation and maintenance of windmills of the Company have been satisfactory.

INTERNATIONAL

The Company experienced an unforeseen set back in the total loss of one of its valued assets Aban Pearl, which sank in the Venezuelan waters on 13th May 2010. The vessel was duly insured and our claim is under process. The Board reviewed the impact of this loss in terms of financial and technical and business presctives and felt that set back can be compensated by taking suitable alternative measures

5. CONSOLIDATION OF ACCOUNTS

The Audited consolidated accounts and cash flow statement comprising Aban Offshore Ltd and its Subsidiaries in accordance with the Accounting Standard Rules 2006 prescribed by the Institute of the Chartered Accountants of India in this regard is attached.

Government of India, Ministry of Company Affairs, vide their letter No. 47/224/2010 CLIII dated 08.04.2010 has granted its approval under section 212(8) of the Companies audited accounts for the year ended 31st March 2010 from not attaching the full text of the financial statements of subsidiaries namely Aban Energies Ltd, India, Aban Holdings pte Ltd and Aban Singapore Pte. Ltd, Aban 7 Pte Ltd, Aban 8 Pte Ltd and Aban Abraham Pte Ltd. Aban Pearl Pte. Ltd, Aban International Norway AS, Sinvest AS, DDI Holding AS, Deep Drilling Invest Pte Ltd., Deep Drilling 1 Pte Ltd., Deep Drilling 2 Pte Ltd., Deep Drilling 3 Pte Ltd., Deep Drilling 4 Pte Ltd., Deep Drilling 5 Pte Ltd., Deep Drilling 6 Pte Ltd., Deep Drilling 7 Pte Ltd., Deep Drilling 8 Pte Ltd., Beta Drilling Pte Ltd., Venture Drilling Pte Ltd., Sinvest (Cyprus) Ltd

Pursuant to the said approval, necessary disclosures have been made in respect of the said subsidiaries in this annual Report along with the Statement pursuant to Section 212 of the Companies Act, 1956.

The Audited Accounts of the said Subsidiaries and the related detailed information will be made available to the investors of the Companies / Subsidiaries seeking such information. The Annual Accounts of the Subsidiary Companies will be kept available for inspection by any investor at the Registered Office of the Company till the conclusion of Annual General Meeting.

The subsidiary Company accounts details shall be available in the Company’s website.

6. MANAGEMENTÊS DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

7. DIVIDEND

The Directors are pleased to recommend a dividend of 8% p.a., 9% p.a and 9.25% p.a respectively on the Non Convertible Cumulative Redeemable Preference Share capital of the Company and a dividend of 180% (Rs.3.60 per share) on the paid up Equity Share Capital of the Company for the year ended 31st March 2010

8. DIRECTORS

The Directors Mr.P. Murari and Mr. V.S. Rao retire by rotation and, being eligible, offer themselves for reappointment.

9. DIRECTORSÊ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the Annual Accounts for the financial year ended on 31st March 2010, the applicable accounting standards had been followed along with a proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review.

(iii) that 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 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) that the Directors had prepared the accounts for the financial year ended on 31st March 2010 on a going concern basis.

10. STOCK EXCHANGES

Your Company’s Equity shares were listed in the following stock exchanges:

Madras Stock Exchange Ltd., Bombay Stock Exchange Limited, and The National Stock Exchange of India Ltd.

The Preference Shares aggregating to Rs.306 crores issued by the Company are listed with Bombay Stock Exchange Ltd.

The Foreign Currency Convertible Bonds issued by the Company are listed with the Singapore Exchange Limited.

The necessary stock exchange regulations are complied with. The necessary listing fees for the year 2010 -11 is paid to the respective stock exchanges

11. AUDITORS

M/s Ford, Rhodes, Parks & Co., Chartered Accountants, Chennai, hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re-appointment.

12. ADDITIONAL DISCLOSURES

In line with the requirements of Accounting Standards Rules 2006 of the Institute of Chartered Accountants of India, your Company has made additional disclosures in respect of the financial reporting of interests in the joint venture in the notes on accounts

13. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and relevant particulars of the employees who were employed throughout the financial year / part of the financial year under review and were in receipt of remuneration for the Financial Year in aggregate of not less than Rs.24,00,000/- (Rs.2,00,000/- per month or part thereof), are annexed.

A. CONSERVATION OF ENERGY

The Company’s activities are not energy intensive. However measures are taken at all levels for the Conservation of Energy

B. RESEARCH AND DEVELOPMENT

The Company’s research activities are mainly directed towards training, evaluation and upgrading the skills of the personnel and import substitution of equipment, tools and spares.

C. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Efforts are being taken to maximize indigenization of the Rig and Windmill operation and reduce the dependence on imported equipments used in Rigs and Wind Mills

14. In terms of Section 217(1) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules 1988, your Directors furnish hereunder the additional information as required.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rupees in lacs)

2009-2010 2008-2009

Foreign exchange earned during the year 1,09,724.29 1,02,760.00

Foreign exchange outflow during the year 7,789.80 9,633.98

15. CORPORATE GOVERNANCE

A detailed note on the Company’s philosophy on Corporate Governance and such other disclosures as required under the listing agreement with the Stock Exchanges is separately annexed herewith and forms part of this report.

16. COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the company has been attached to this report which testifies that the requirements of a sound Corporate Governance process, as stipulated under Clause 49 of the listing agreement with the stock exchanges, was met.

17. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the support received from Bankers, Financial Institutions, Central / State Governments, Ministries Valued Clients, Members, Investors and employees at all levels.

For and on behalf of the Board

Place : Chennai Reji Abraham V. S. Rao

Date : 25.05.2010 Managing Director Chairman

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