Mar 31, 2025
The Board of Directors are pleased to present the 38th Annual Report of Alphageo (India) Limited ("the Company") on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2025.
The financial performance of the company for the year ended March 31, 2025, on a standalone and consolidated basis, is summarised below:
|
(All amount in Indian C lakhs, unless otherwise stated) |
||||
|
Particulars |
Stand |
lalone |
Consolidated |
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
9,096 |
7,274 |
12,568 |
9,867 |
|
Other Income |
915 |
1,361 |
990 |
1,450 |
|
Total Income |
10,011 |
8,635 |
13,558 |
11,317 |
|
Total Operating Expenses |
9,593 |
6,244 |
12,880 |
8,759 |
|
Depreciation and Amortisation expenses |
1,400 |
1,263 |
1,442 |
1,362 |
|
Total Expenses |
10,993 |
7,507 |
14,322 |
10,121 |
|
Profit/(Loss) before Finance Cost, Exceptional items and Tax |
(982) |
1,128 |
(764) |
1,196 |
|
Finance cost |
30 |
17 |
34 |
19 |
|
Profit/(Loss) Before Exceptional items & Tax |
(1,012) |
1,111 |
(798) |
1,177 |
|
Exceptional items |
-- |
-- |
-- |
721 |
|
Profit/(Loss) Before Tax |
(1,012) |
1,111 |
(798) |
456 |
|
Total Tax Expense |
(249) |
277 |
(216) |
351 |
|
Profit/(Loss) after tax, before share of (loss) of investments accounted through equity method |
(763) |
834 |
(582) |
105 |
|
Share of (loss) from Associate accounted through equity method |
-- |
-- |
--* |
-- |
|
Profit /(loss) for the period |
(763) |
834 |
(582) |
105 |
|
Earnings per share of C10/- each |
||||
|
Basic (C) |
(11.99) |
13.10 |
(9.60) |
0.60 |
|
Diluted (C) |
(11.99) |
13.10 |
(9.60) |
0.60 |
|
*The amount is below the rounding off norms |
||||
Overview of business operations
(a) Standalone Operations:
> On standalone basis, the operational revenue for financial year 2025 is C 9,096 lakhs, higher by 25.05 % over the previous year''s 2024 revenue of C 7,274 lakhs
> The Equity of the Shareholders, on standalone basis, is Rs 24,365 lakhs as on March 31,2025 compared to C 25,644 lakhs as on March 31 2024.
> The company has been awarded orders worth of Rs 250.26 crores (inclusive of taxes) during the financial year 2024-25 for providing geophysical services.
> Your directors are of opinion that, having sizeable executable orders on hand, the company will continue to achieve the operational and financial performance resulting in enhanced equity to the shareholders in the forthcoming financial years.
(b) Consolidated operations:
> On Consolidated basis, the operational revenue for financial year 2025 is C12,568 lakhs higher by 27.37 % over the previous year''s 2024 revenue of C 9,867 lakhs
> During the financial year 2024-25, Alphageo offshore Services Private Limited, the subsidiary and joint venture company has been awarded order worth of C 46.04 crores (inclusive of taxes) for providing geophysical services.
> The Equity of the Shareholders, on consolidated basis, is Rs 26,846 lakhs as on March 31,2025 compared from C 27,882 lakhs as on March 31,2024.
The paid-up equity shares capital of the company
as on March 31, 2025 is C 636.48 lakhs comprising
of 63,64,767 equity shares of C10 each. During the year under review, the company has not issued or allotted any shares of the company. The company does not have any outstanding warrants or any convertible instruments as on March 31,2025.
The company has not transferred/ appropriated any amount to the general reserve during the year ended March 31, 2025.
The Board considering the financial position for the year under review, has recommended a final dividend of C 8 per equity share of C10/- each for the year ended March 31, 2025, subject to the approval of the members at the ensuing 38th Annual General Meeting.
Material changes and commitment
There has been no material change and commitment, affecting the financial performance of the company from the end of the financial year to the date of this report.
Change in the nature of business
The company continues to be in the business of providing geophysical data acquisition, processing and interpretation services and there has been no change in the nature of business of the company or any of its subsidiaries during the year under review.
Subsidiaries and joint venture (a) Foreign subsidiary:
> Alphageo International Limited
The Alphageo International Limited is 100% owned foreign subsidiary, incorporated in Jebel Ali free zone area in Dubai. Pursuant to regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Alphageo International Limited, Dubai is a material subsidiary as on March 31,2025.
(b) Indian subsidiary:
> Alphageo Offshore Services Private Limited (AOSPL)
Alphageo Offshore Services Private Limited (AOSPL) is an Indian subsidiary and Joint venture Company engaged in seismic surveys, data acquisition and other Geophysical activities. During the year in review, AOSPL became a material subsidiary of the company according to regulations 16 and 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2024-25, AOSPL has been awarded a Contract from Oil India Limited, Odisha, for 3D Seismic Data Acquisition in Odisha for a Contract Value of C 46.04 Crores (inclusive of taxes). The company has completed the contract within the agreed timelines.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiary Companies/associate company are given in Form AOC-1 as Annexure-I to this report.
In compliance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company and will be made available upon the request by any member of the Company.
The company has adopted a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which can be viewed on the Company''s website at http:// www.alphageoindia.com/Policies.htm.
Consolidated financial statements
The consolidated financial statements includes financial statements of the company , its subsidiaries and associate company of the Indian subsidiary company for the financial year ended March 31, 2025, prepared in compliance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors'' Report thereon form part of the Annual Report.
The company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.
Compliance with secretarial standards
During the year under review, the company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (''the Rules'') as amended thereof; mandates the companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).
The details of the unclaimed dividend lying with the Company are available on the website of the Company at the web link: http://alphageoindia. com/Unclaimed%20Dividends.htm.
Transfer of unpaid and unclaimed dividend amounts and shares to Investor Education and Protection Fund ("IEPF")
- Transfer of unclaimed dividend to IEPF:
Pursuant to the provisions of section 124 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (''the Rules''), dividends which remain unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the company to Investor Education and Protection Fund ("IEPF") established by the Central Government of India under the provisions of section 125 of the Companies Act, 2013.
Unclaimed dividend for financial year 2016-17 amounting to C 6.21 lakhs were transferred to Investor Education & Protection Fund of the Central Government in compliance with the section 124 of the Companies Act, 2013.
? Transfer of Shares to IEPF:
Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended thereof; mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund. As per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, as amended company has issued individual notice through registered post to all shareholders whose dividends were lying unclaimed for consecutive seven years and a public notice in this respect has been given in English and vernacular newspapers and details of such shareholders were uploaded on the company''s website.
|
Particulars |
No of Equity Shares |
|
Number of shares lying in the Investor Education and Protection Fund beginning of financial year |
97,087 |
|
Less: Claim accepted by IEPF Authority and shares transferred |
- |
|
Number of shares lying in Investor Education and Protection Fund on date of transfer to IEPF account |
97,087 |
|
Number of shares transferred to the Investor Education and Protection Fund during the financial year |
3,231 |
|
Number of shares lying in the Investor Education and Protection Fund at the end of the financial |
1,00,318 |
> The details of shares transferred to IEPF during the previous years are displayed on the website of the Company. The shareholders whose shares have been transferred to the IEPF Authority can claim their shares from the Authority by following the refund procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPF/corporates.html.
> Statutory audit:
In pursuance of the provisions of section 139 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended thereof; M/s Majeti & Co. Chartered Accountants, Hyderabad reappointed as the statutory auditors of the company for a term of 5 (five) consecutive years from the conclusion of 35th annual general meeting till the conclusion of 40th annual general meeting of the company. The auditors have confirmed their eligibility and qualification required under the Act for holding the office as statutory auditors of the company.
Audit report on financial statements:
The auditor''s report to the shareholders on the financial statement of the company for the financial year ended on March 31,2025 does not contain any qualification, reservation, or adverse remark.
> Secretarial audit:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules thereunder, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the company for the financial year 2024-25. The secretarial auditors have issued unmodified report for the year ended March 31,2025. The report issued by them is appended as Annexure-II to this report.
M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the Alphageo offshore services private limited, material subsidiary of the company for the financial year 2024-25. Pursuant to regulation 24 A of SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015, secretarial auditors have submitted their report for material subsidiary. The report issued by them is appended as Annexure -III to this report.
> Cost audit and cost records:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
Directors and Key Managerial Personnel
> Appointment & Re-appointment of directors:
As on March 31, 2025, the Company has six directors comprising of three executive
Directors and three non-executive independent directors.
Members at their 37th Annual General Meeting approved the reappointment of Mr. Mahendra Pratap and Mr. Vinay Kumar Verma as an Independent director(s) for the second consecutive term of Five years effective from 17th October 2024 and 7th February 2025 respectively.
> Retirement by rotation:
In accordance with provisions of Section 152 of the Companies Act 2013 read with rules made thereunder, Mr. Sashank Alla (DIN: 07508061), is liable to retire by rotation at the 38th Annual General Meeting and being eligible, offer himself for re-appointment.
> Particulars of remuneration to directors and key managerial personnel:
Particulars of remuneration to directors and key managerial personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV and forms part of this Report.
During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.
> Changes in key managerial personnel:
Pursuant to the provisions of section 203 of Companies Act, 2013 during the year under review, apart from aforestated there are no changes occurred in positions held by Key Managerial Personnel of the Company.
> Other changes, if any, occurred after the closure of financial year:
There are no changes occurred after the closure of the financial Year.
During the financial year 2024-25, Four (4) meetings of the board were held with the presence of necessary quorum in all the meetings. The maximum gap between any two meetings was as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015. The details of board meeting held and attendance of directors are provided in corporate governance report forming part of the Annual Report.
The company has constituted/reconstituted various board level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) regulations, 2015. The board has following committees as under:
i. Audit committee
ii. Nomination & remuneration committee
iii. Stakeholders'' relationship committee
iv. Corporate social responsibility committee
v. Finance committee
The details of the composition of committees and the number of meetings held and attendance of directors at such meetings are provided in the corporate governance report, which forms part of the Annual Report.
The audit committee of the board, currently headed by an independent director as chairperson meets at regular intervals to discharge its terms of reference effectively and efficiently. During the year under review, there were no instances where recommendations of the audit committee were not accepted by the board.
Nomination and remuneration policy
The company has framed and adopted a policy on nomination and remuneration of directors, key managerial personnel, and other employees of the company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The policy is available on the website at: http://alphageoindia. com/Policies.htm.
It is affirmed that the appointment/re-appointment and remuneration of directors, key managerial personnel and all other senior management employees are in accordance with the remuneration policy of the company. The remuneration/sitting fees paid to the executive and non-executive directors of the company during the year under review have been detailed in the corporate governance report, forming part of the Annual Report.
Particulars of remuneration to employees
The details of remuneration to employees, as required under rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-V of this report.
Whistle blower/vigil mechanism
The Company has adopted a whistle blower policy to provide a formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees, who avail the mechanism and provides direct access to the chairman of audit committee of the board.
The audit committee periodically reviews the whistle blower policy. It is affirmed that no personnel of the company have been denied access to the chairman of the audit committee.
The whistle blower policy has been posted on the company''s website at http://www.alphageoindia. com/Policies.htm
Declaration by independent directors
The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
a. they meet the criteria of independence as prescribed under the provisions of the Companies Act 2013, read with the rules made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013; and
c. they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms part of the Corporate Governance Report forming part of the Annual Report.
Meeting of independent directors
Details of separate meeting of independent directors held are provided in the report on corporate governance forming part of the Annual Report.
Board induction and familiarization Programme for independent directors
Prior to the appointment of an independent
director, the company sends him/her a formal appointment letter which explains the role, functions and responsibilities expected from him/ her as a director of the company. The details of the board familiarization Programme are explained in the corporate governance report forming part of the Annual Report and accessible on the website of the company at http://www.alphageoindia.com/ Familiarization%20Programme.htm
Annual evaluation of board performance and performance of its committees and of directors
Pursuant to the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, and regulation 17 of SEBI (LODR), 2015 the Board has carried out an annual evaluation of its own performance, performance of the directors individually and the working of its various committees as per the evaluation criteria defined by nomination and remuneration committee for performance evaluation process of the board, its committees, and directors.
The evaluation has been carried out through a structured questionnaire covering various aspects of the board''s functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance, and contribution at meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation process has been explained in the corporate governance report, which forms part of the annual report.
In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company
was evaluated, considering the views of executive directors and non-executive directors provided by them through the duly filed questionnaire submitted by each of the directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on the duly filled structured questionnaire submitted by each of the directors.
Particulars of loans, guarantees or investments
During the year under review, the company has provided loan to its subsidiary and joint venture Company, M/s Alphageo offshore Services Private Limited amounting to C 6.00 crores at the interest rate of 10% per annum. Apart from this no loans and guarantees were provided to any other person or body corporate.
Particulars of contracts or arrangements with related parties
All contracts/ arrangements/ transactions entered by the company during the year under review with related parties were in the ordinary course of business and are on an arm''s length basis and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations. The particulars of such transactions with related parties have been disclosed at note no. 40 in the standalone financial statements as required under IND AS 24- related party disclosures and as specified under section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules, 2014, as amended.
For material related party transactions entered by the company during the year company has obtained relevant shareholders'' approval under regulation 23 of the listing regulations.
During the year, there were no contracts or arrangements or transactions entered with the related parties other than at arm''s length price.
Accordingly, there were no transactions during the year ended March 31,2025 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.
The Company has adopted a Policy for dealing with the transactions with related parties in line with the provisions of the Act and Listing Regulations, which is available on the company''s website at http://alphageoindia.com/Policies.htm.
Corporate social responsibility (CSR)
In compliance with the provisions of section 135 of the Companies Act, 2013, the board has constituted a corporate social responsibility committee which monitors and oversees various CSR initiatives and activities of the company. The composition of the corporate social responsibility committee is provided in the corporate governance report, which forms part of the Annual Report.
The company''s CSR policy is available on the website at http://alphageoindia.com/Policies.htm.
The company is undertaking CSR initiatives in compliance with schedule VII to the Companies Act, 2013. During the year under review, the company primarily extended its support to the projects in the areas of promoting education, promoting healthcare and Environment sustainability. The annual report on CSR activities undertaken during the financial year 2024-25, in terms of the requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended thereof; is annexed as Annexure-VI to this report.
Reasons for not spending the amount earmarked for CSR activities:
During the year, the Company spent C 14.37 lakhs on CSR activities against net obligations of C 18.89 lakhs, the balance amount of C 4.52 Lakhs belongs to the on-going projects undertaken by the company which has been transferred to a separate bank account in compliance with Section 135(6) of
the Companies Act, 2013 known as "Unspent CSR Account 2024-25". The amount transferred to the "Unspent CSR Account 2024-25" will be spent in the specified manner as approved by the board within the prescribed timelines.
Report on corporate governance
Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a report on corporate governance for the financial year 2024-25 forms an integral part of the annual report. The requisite certificate from a practicing company secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended thereof is attached to the report on corporate governance forming part of the Annual Report.
Management discussion and analysis report
Management''s discussion and analysis report for the year under review, as stipulated under regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, is presented in a separate section, forming part of the annual report.
Risk management
The company continuously identifies the risks that it faces such as strategic, financial, liquidity, regulatory, legal, and other risks and assesses and evaluates the same in line with the overall business objectives, functioning and growth of the company.
The details of the risk management framework and issues related thereto have been explained in the management discussion and analysis report forming part of the annual report.
Business responsibility and Sustainability report
As per the criteria laid under regulation 34 of SEBI Listing Regulations 2015, the business responsibility and sustainability report are applicable for top one thousand listed entities based on market capitalization. Therefore, it is not applicable on your company for the financial year ended 31st March 2025 as company is in top two thousand listed entities based on market capitalization as on 31st December 2024.
Internal financial controls and its adequacy
The company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no deficiencies have been observed during the year under review.
The company''s internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The audit committee reviews the adequacy and effectiveness of the company''s internal control system.
Reporting of frauds
There were no instances of frauds during the year under review, which required the statutory auditors to report to the audit committee and/or the board under section 143(12) of the Companies Act, 2013 and the rules made thereunder.
Code of conduct
A declaration regarding compliance with the code of conduct signed by the Company''s Chairman and Managing Director is annexed with corporate governance report which forms part of the annual report.
Annual Return
In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the draft annual return
|
a. Conservation of energy: |
Not applicable |
|
|
b. Technology absorption: |
Nil |
|
|
c. Foreign exchange earnings and outgo: |
||
|
2024-25 D (In lakhs) |
2023-24 D (In lakhs) |
|
|
Foreign exchange earnings |
-- |
-- |
|
Foreign exchange outgo: |
||
|
CIF value of imports |
3099.08 |
14.12 |
|
Expenditure in foreign currency |
94.16 |
15.15 |
of the Company for the financial year ended on 31st March 2025 is available on the website of the Company at the link: https://www.alphageoindia. com/Annual%20Returns.htm.
Policy on prevention, prohibition, and redressal of sexual harassment at workplace
The company has a policy for "Prevention and prohibition of sexual harassment of women at workplace" in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The company has constituted an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, the company has not received any complaints pertaining to sexual harassment. The policy is available on the company''s website at: http://www.alphageoindia. com/Policies.htm.
Employee''s stock option scheme
Stock option to employees is being administered under the scheme titled "Alphageo ESOS 2008". Under this scheme, 2, 35,067 stock options are available for granting to employees and there are no enforceable stock options outstanding as on March 31,2025.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided below:
consolidated, for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same;
ii. the directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company as at March 31,2025 and of the loss for the year ended on that date;
iii. the directors have 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 annual accounts for the year ended March 31, 2025 have been prepared on a going concern basis;
v. adequate internal financial controls have been laid down and such controls are operating effectively;
vi. proper and adequate systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are operating efficiently.
Other Affirmations
a) Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year.
During the year under review and at the end of financial year 31st March 2025, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.
b) Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
During the year under review, there has been no one time settlements for Loans from Banks and Financial Institutions have been made.
Acknowledgements
We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the company. We appreciate the sincere and dedicated services of every member of Alphageo family.
Significant and material orders passed by the courts / regulators
There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status of the company and its operations in future.
Director''s responsibility statements under Section 134 of the Companies Act, 2013
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to directors'' responsibility statement, the board of directors of the company hereby confirms that:
i. in the preparation of the annual accounts of the company, both standalone and
Mar 31, 2024
The Board of Directors are pleased to present the 37th Annual Report of Alphageo (India) Limited ("the Company") on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.
Financial highlights
The financial performance of the company for the year ended March 31, 2024, on a standalone and consolidated basis, is summarised below:
|
(All amount in Indian H lakhs, unless otherwise stated) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
7,274 |
6,595 |
9,867 |
6,595 |
|
Less: Total Expenses |
6,244 |
5,820 |
8,759 |
5,919 |
|
Depreciation |
1,263 |
1,102 |
1,362 |
1,254 |
|
Finance Cost |
17 |
46 |
19 |
46 |
|
Add: Other income |
1,361 |
2,398 |
1,450 |
2,410 |
|
Less: Exceptional items |
-- |
-- |
721 |
-- |
|
Profit Before Tax (PBT) |
1,111 |
2,025 |
456 |
1,786 |
|
Less: Total Tax Expense |
277 |
487 |
351 |
487 |
|
Profit after tax |
834 |
1,538 |
105 |
1,299 |
|
Earnings per share of H10/- each |
||||
|
Basic (H) |
13.10 |
24.17 |
0.60 |
20.43 |
|
Diluted (H) |
13.10 |
24.17 |
0.60 |
20.43 |
Overview of financial and business operations
a) Standalone Operations:
> On standalone basis, the operational revenue for FY 2024 is H7,274 lakhs, higher by 10.29 % over the previous year''s FY 2023 revenue of H6,595 Lakhs.
> Profit before tax for FY 2024 is H1,111 lakhs representing 15.27 percent of total revenue as against previous year profit before tax of H2,025 lakhs represented 30.71 percent of total revenue.
> Profit after tax for FY 2024 is H834 lakhs representing 11.47 percent of total revenue over profit after tax of H1,538 lakhs represented 23.32 percent of total revenue of previous FY 2023.
> The Equity of the Shareholders, on standalone basis, has enhanced to H25,644 lakhs as on March 31, 2024 from H25,339 lakhs as on March 31 2023.
> The company has been awarded orders worth of H100.56 crores (inclusive of taxes) during the financial year 2023-24 for providing geophysical services.
Transfer to reserves
The Board of Directors has decided to retain the entire amount of profit as retained earnings. Accordingly, the company has not transferred/ appropriated any amount to the general reserve during the year ended March 31, 2024.
Dividend
The Board considering the Company''s performance and the financial position for the year under review, has recommended a final dividend of H8/- per equity share of H10/- each for the year ended March 31,2024, subject to the approval of the members at the ensuing 37th Annual General Meeting.
Material changes and commitment
There has been no material change and commitment, affecting the financial performance of the company from the end of the financial year to the date of this report.
Change in the nature of business
The company continues to be in the business of providing geophysical data acquisition, processing and interpretation services and there has been no change in the nature of business of the company or any of its subsidiaries during the year under review.
Subsidiaries and joint venture
a) Foreign subsidiaries:
> Alphageo International Limited
The Alphageo International Limited is 100% owned foreign subsidiary, incorporated in Jebel Ali free zone area in Dubai. Pursuant to regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Alphageo International Limited, Dubai is a material subsidiary as on March 31,2024.
b) Indian subsidiary:
> Alphageo Offshore Services Private Limited (AOSPL)
AOSPL was incorporated in 2018, to provide commercial geophysical services for
> Your directors are of opinion that, having sizeable executable orders on hand, the company will continue to achieve the operational and financial performance resulting in enhanced equity to the shareholders in the forthcoming financial years.
> On Consolidated basis, the operational revenue for FY 2024 is H9,867 lakhs higher by 49.61% over the previous year''s FY 2023 revenue of H6,595 Lakhs
> Profit before tax for FY 2024 is H456 lakhs representing 4.62 percent of total revenue as against previous year profit before tax of H1,786 lakhs represented 27.08 percent of total revenue.
> Profit after tax for FY 2024 is HI 05 lakhs representing 1.06 percent of total revenue over profit after tax of H1,299 lakhs represented 19.70 percent of total revenue of previous FY 2023.
> During the financial year 2023-24, Alphageo offshore Services Private Limited, the subsidiary and joint venture company has been awarded order worth of H38.99 crores (inclusive of taxes) for providing geophysical services
> The Equity of the Shareholders, on consolidated basis, has enhanced to H27,882 lakhs as on March 31,2024 from D 28,319 lakhs as on March 31,2023.
The paid-up equity shares capital of the company as on March 31,2024 is H636.48 lakhs comprising of 63,64,767 equity shares of H10 each. During the year under review, the company has not issued or allotted any shares of the company. The company does not have any outstanding warrants or any convertible instruments as on March 31,2024.
offshore and transition zones and general offshore-related services for mining and hydrography. In February 2021, AOSPL became a subsidiary and joint venture company to carry out activities specified in the joint venture agreement. During the year in review, the company was awarded and successfully completed a contract from ONGC within the agreed timelines.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiary Companies are given in Form AOC-1 as Annexure-I to this report.
In compliance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company and will be made available upon the request by any member of the Company.
The company does not have any associate companies. The company has adopted a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which can be viewed on the Company''s website at http:// www.alphageoindia.com/Policies.htm.
Consolidated financial statements
The consolidated financial statements of the company and its subsidiaries for the financial year ended March 31, 2024 prepared in compliance with the Indian Accounting Standards notified under Section 133 the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors'' Report thereon form part of this Annual Report.
The company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and any other deposit which is not in compliance
with the requirements of Chapter V of the Companies Act, 2013.
Compliance with secretarial standards
During the year under review, the company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Unclaimed dividend
Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (''the Rules'') as amended thereof; mandates the companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).
The details of the unclaimed dividend lying with the Company are available on the website of the Company at the web link: http://alphageoindia. com/Unclaimed%20Dividends.htm.
a) Transfer of unpaid and unclaimed amounts
to Investor Education and Protection Fund ("IEPF")
> Transfer of unclaimed dividend to IEPF:
Pursuant to the provisions of section 124 of Companies Act, 2013 read with IEPF (Accounting, Audit, Transfer and Refund) Rules 2016, dividends which remain unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the company to Investor Education and Protection Fund ("IEPF") established by the Central Government of India under the provisions of section 125 of the Companies Act, 2013.
Unclaimed dividend for financial year 2015-16 amounting to H3.37 lakhs were transferred to Investor Education & Protection Fund of the Central Government on 24th November 2023 in compliance with the section 124 of the Companies Act, 2013.
Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended thereof; mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund. As per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, as amended company has issued individual notice through registered post to all shareholders whose dividends were lying unclaimed for consecutive seven years and a public notice in this respect has been given in English and vernacular newspapers and details of such shareholders were uploaded on the company''s website.
|
Particulars |
No of Equity Shares |
|
Number of shares lying in the Investor Education and Protection Fund beginning of financial year |
93,254 |
|
Less: Claim accepted by IEPF Authority and shares transferred |
(700) |
|
Number of shares lying in Investor Education and Protection Fund on date of transfer to IEPF account |
92,554 |
|
Number of shares transferred to the Investor Education and Protection Fund during the financial year |
4,633 |
|
Less: Claim accepted by IEPF Authority and shares transferred |
(100) |
|
Number of shares lying in the Investor Education and Protection Fund at the end of the financial year |
97,087 |
> The details of shares transferred to IEPF during the previous years are displayed on the website of the Company. The shareholders whose shares have been transferred to the IEPF Authority can claim their shares from the Authority by following the refund procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPF/corporates.html.
> Statutory audit:
In pursuance of the provisions of section 139 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended thereof; M/s Majeti & Co. Chartered Accountants Hyderabad reappointed as the statutory auditors of the company for a term of 5 (five) consecutive years from the conclusion of 35th annual general meeting till the conclusion of 40th annual general meeting of the company. The auditors have confirmed their eligibility and qualification required under the Act for holding the office as statutory auditors of the company.
Audit report on financial statements:
The auditor''s report to the shareholders on the financial statement of the company for the financial year ended on March 31,2024 does not contain any qualification, reservation, or adverse remark.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules thereunder, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the company for the financial year 2023-24. The secretarial auditors have issued unmodified report for the year ended March 31, 2024. The report issued by them is appended as Annexure-II to this report.
> Cost audit and cost records:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
Directors and Key Managerial Personnel> Appointment & Re-appointment of directors:
As on March 31, 2024, the Company has six directors comprising of three executive
Directors and three non-executive independent directors.
Mr. Sashank Alla was appointed as Additional director by the board of directors in their meeting held on 11th August 2023.
At the 36th Annual General Meeting of the company held on September 29, 2023, the members of the company approved the appointment of Mr Sashank Alla as whole-time director of the company for a term of five years effective from 29th September, 2023.
In a meeting held on March 23rd, 2024, the board of directors recommended the re-appointment of Mrs. Savita Alla as Joint Managing Director of the company. This recommendation was put forth to the members of the company, who approved it on April 26th, 2024 during an extraordinary general meeting.
The first term of appointment of Mr. Mahendra Pratap and Mr. Vinay Kumar Verma as Independent Director of the Company will expire on October 16, 2024, and February 6, 2025, respectively. Considering their skills, expertise, and contribution and based on the recommendation of the Nomination and Remuneration Committee, the Board will propose re-appointment for a second term of five consecutive years. This proposal will be subject to the Shareholders'' approval through a Special Resolution at the upcoming 37th Annual General Meeting.
Mr. Rajesh Alla retired from the office of non-executive director of the company effective from 29th day of September 2023
In accordance with provisions of Section 152 of the Companies Act 2013 read with rules made thereunder, Mr. Sashank Alla (DIN:
07508061), is liable to retire by rotation at the 37th Annual General Meeting and being eligible, offer himself for re-appointment.
> Particulars of remuneration to directors and key managerial personnel:
Particulars of remuneration to directors and key managerial personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-III and forms part of this Report.
During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any
> Changes in key managerial personnel:
Pursuant to the provisions of section 203 of Companies Act, 2013 during the year under review, apart from aforestated there are no changes occurred in positions held by Key Managerial Personnel of the Company.
> Other changes, if any, occurred after the closure of financial year:
Mrs. Savita Alla was re-appointed as Joint Managing director of the Company effective from 25th May 2024 as approved by the members of the company at their extraordinary general meeting held on 26th April 2024. Apart from this no changes occurred after the closure of the financial Year.
During the financial year 2023-24, Five (5) meetings of the board were held with the presence of necessary quorum in all the meetings. The maximum gap between any two meetings was as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement),
to the executive and non-executive directors of the company during the year under review have been detailed in the corporate governance report, forming part of this annual report.
Particulars of remuneration to employees
The details of remuneration to employees, as required under rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV forming part of this report.
Whistle blower/vigil mechanism
The Company has adopted a whistle blower policy to provide a formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees, who avail the mechanism and provides direct access to the chairman of audit committee of the board.
The audit committee periodically reviews the whistle blower policy. It is affirmed that no personnel of the company have been denied access to the chairman of the audit committee. The whistle blower policy has been posted on the company''s website at http://www.alphageoindia.com/Policies. htm
Declaration by independent directors
Pursuant to the provisions of Section 149 of the Act and Regulation 25 (8) of SEBI (Listing obligations and Disclosure requirement) Regulations, 2015, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
Meeting of independent directors
Details of separate meeting of independent directors held are provided in the report on corporate governance forming part of this annual report.
Regulations 2015. The details of board meeting held and attendance of directors are provided in corporate governance report forming part of this annual report.
Committees of the board
The company has constituted/reconstituted various board level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) regulations, 2015. The board has following committees as under:
i. Audit committee
ii. Nomination & remuneration committee
iii. Stakeholders'' relationship committee
iv. Corporate social responsibility committee
v. Finance committee
The details of the composition of committees and the number of meetings held and attendance of directors at such meetings are provided in the corporate governance report, which forms part of this annual report.
Audit committee
The audit committee of the board, currently headed by an independent director as chairperson meets at regular intervals to discharge its terms of reference effectively and efficiently. During the year under review, there were no instances where recommendations of the audit committee were not accepted by the board.
Nomination and remuneration policy
The company has framed and adopted a policy on nomination and remuneration of directors, key managerial personnel, and other employees of the company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The policy is available on the website at: http://alphageoindia. com/Policies.htm.
It is affirmed that the appointment/re-appointment and remuneration of directors, key managerial personnel and all other employees are in accordance with the remuneration policy of the company. The remuneration/sitting fees paid
Board induction and familiarization Programme for independent directors
Prior to the appointment of an independent director, the company sends him/her a formal appointment letter which explains the role, functions and responsibilities expected from him/ her as a director of the company. The details of the board familiarization Programme are explained in the corporate governance report forming part of this annual report and accessible on the website of the company at http://www.alphageoindia.com/ Familiarization%20Programme.htm
Annual evaluation of board performance and performance of its committees and of directors
Pursuant to the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, and regulation 17 of SEBI (LODR), 2015 the Board has carried out an annual evaluation of its own performance, performance of the directors individually and the working of its various committees as per the evaluation criteria defined by nomination and remuneration committee for performance evaluation process of the board, its committees, and directors.
The evaluation has been carried out through a structured questionnaire covering various aspects of the board''s functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance, and contribution at meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation process has been explained in the corporate governance report, which forms part of this annual report.
In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors provided
by them through the duly filed questionnaire submitted by each of the directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on the duly filled structured questionnaire submitted by each of the directors.
Particulars of loans, guarantees or investments
During the year under review, the company received back the loan amount along with the interest of the inter corporate deposit which was extended by the company to M/s Godi India Private Limited for H1.50 crores at the interest rate of 14% per annum. Apart from this no loans and guarantees were provided to any other person or body corporate.
Particulars of contracts or arrangements with related parties
All contracts/ arrangements/ transactions entered by the company during the year under review with related parties were in the ordinary course of business and are on an arm''s length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. The particulars of such transactions with related parties have been disclosed at note no. 40 in the standalone financial statements as required under IND AS 24- related party disclosures and as specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, as amended.
For material related party transactions entered by the company during the year company has obtained relevant shareholders'' approval under regulation 23 of the listing regulations.
During the year, there were no contracts or arrangements or transactions entered with the related parties other than at arm''s length price. Accordingly, there were no transactions during the year ended March 31,2024 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.
The Company has adopted a Policy for dealing with the transactions with related parties in line with the provisions of the Act and Listing Regulations, which is available on the company''s website at http:// alphageoindia.com/Policies.htm.
Corporate social responsibility (CSR)
In compliance with the provisions of section 135 of the Companies Act, 2013, the board has constituted a corporate social responsibility committee which monitors and oversees various CSR initiatives and activities of the company. The composition of the corporate social responsibility committee is provided in the corporate governance report, which forms part of this annual report.
The company''s CSR policy is available on the website at http://alphageoindia.com/Policies.htm.
The company is undertaking CSR initiatives in compliance with schedule VII to the Act. During the year under review, the company primarily extended its support to the projects in the areas of promoting education and promoting healthcare. The annual report on CSR activities undertaken during the financial year 2023-24, in terms of the requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended thereof; is annexed as Annexure-V to this report.
Reasons for not spending the amount earmarked for CSR activities:
During the FY 2023-24, the company ought to have spent D 25.86 lakhs on CSR activities. The actual spent during the year was H9.01 lakhs. The projects that the company has undertaken for the Financial Year 2023-24 are long-term projects that take time to realize their full potential. Measurable commitments and actions are required to have a positive impact of these projects in society. The company reviews the fund requirements for the concerned projects on time and will disburse funds as per the requests and requirements.
Pursuant to the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended thereof the company has deposited the unspent amount of H16.85 lakhs pertaining to the ongoing projects related to CSR, in a separate Bank account called "Unspent CSR Account 2023-24". The amount transferred to the "Unspent
CSR Account 2023-24" will be spent in the specified manner within the prescribed timelines.
Report on corporate governance
Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a report on corporate governance for the financial year 2023-24 forms an integral part of this report. The requisite certificate from a practicing company secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended thereof is attached to the report on corporate governance forming part of this annual report.
Management discussion and analysis report
Management''s discussion and analysis report for the year under review, as stipulated under regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, is presented in a separate section, forming part of this annual report.
Risk management
The company continuously identifies the risks that it faces such as strategic, financial, liquidity, regulatory, legal, and other risks and assesses and evaluates the same in line with the overall business objectives, functioning and growth of the company.
The details of the risk management framework and issues related thereto have been explained in the management discussion and analysis report forming part of this annual report.
Business responsibility and Sustainability report
As per the criteria laid under regulation 34 of SEBI Listing regulations 2015, the business responsibility and sustainability report are applicable for top one thousand listed entities based on market capitalization. Therefore, it is not applicable on your company for the financial year ended 31st March 2024 as company is in top two thousand listed entities based on market capitalization as on 31st March 2024.
Internal financial controls and its adequacy
The company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no deficiencies have been observed during the year under review.
The company''s internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The audit committee reviews the adequacy and effectiveness of the company''s internal control system.
Reporting of frauds
There were no instances of frauds during the year under review, which required the statutory auditors to report to the audit committee and/or the board under section 143(12) of the Companies Act, 2013 and the rules made thereunder.
Code of conduct
A declaration regarding compliance with the code of conduct signed by the Company''s Chairman and Managing Director is annexed with corporate governance report which forms part of this annual report.
Annual Return
In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the draft annual return of the Company for the financial year ended on 31st March 2024 is available on the website of the Company at the link: https://www.alphageoindia. com/Annual%20Returns.htm.
Policy on prevention, prohibition, and redressal of sexual harassment at workplace
The company has a policy for "Prevention and prohibition of sexual harassment of women at workplace" in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The company has constituted an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, the company has not received any complaints pertaining to sexual harassment. The policy is available on the company''s website at: http://www.alphageoindia. com/Policies.htm.
Employee''s stock option scheme
Stock option to employees is being administered under the scheme titled "Alphageo ESOS 2008" Under this scheme, 2, 35,067 stock options are available for granting to employees and there are no enforceable stock options outstanding as on March 31, 2024.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided below:
|
a. |
Conservation of energy: |
Not applicable |
|
b. |
Technology absorption: |
Nil |
|
c. |
Foreign exchange earnings and outgo: |
|
|
2023-24 2022-23 t. (In lakhs) t. (In lakhs) |
||
|
Foreign exchange earnings |
-- 0.46 |
|
|
Foreign exchange outgo: |
||
|
CIF value of imports |
14.12 1505 |
|
|
Expenditure in foreign currency |
15.15 3 |
|
Significant and material orders passed by the courts / regulators
There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status of the company and its operations in future.
Director''s responsibility statements under Section 134 of the Companies Act, 2013
Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to directors'' responsibility statement, the board of directors of the company hereby confirms that:
i. in the preparation of the annual accounts of the company, both standalone and consolidated, for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same;
ii. the directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company as at March 31,2024 and of the profit for the year ended on that date;
iii. the directors have 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 annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis;
v. adequate internal financial controls have been laid down and such controls are operating effectively;
vi. proper and adequate systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are operating efficiently.
Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year.
During the year under review and at the end of financial year 31st March 2024, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.
Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
During the year under review, there has been no one time settlements for Loans from Banks and Financial Institutions have been made.
Acknowledgements
We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the company. We appreciate the sincere and dedicated services of every member of Alphageo family.
Mar 31, 2018
To
The Members,
The Directors are pleased to present 31st Annual Report along with the Audited Financial Statements, both standalone and consolidated and the report on Companyâs business and operations for the financial year ended March 31, 2018.
Financial Results - An Overview
The Companyâs financial performance for the year ended March 31, 2018 is summarized below:
(Rs. in lakhs)
|
Particulars |
Company |
Group |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from Operations |
42943.69 |
29656.23 |
42943.69 |
30589.34 |
|
Other Income |
168.34 |
136.41 |
194.73 |
219.60 |
|
Total Revenue |
43112.03 |
29792.64 |
43138.42 |
30808.94 |
|
Profit Before Finance costs and Depreciation |
12025.90 |
9502.55 |
12474.39 |
10371.72 |
|
Finance Cost |
555.18 |
414.67 |
555.67 |
414.67 |
|
Depreciation and Amortisation |
2801.62 |
1796.04 |
3392.81 |
2372.01 |
|
Profit Before Tax |
8669.10 |
7291.84 |
8525.91 |
7585.04 |
|
Tax Expenses |
3045.61 |
2487.66 |
3077.79 |
2530.73 |
|
Profit After Tax |
5623.49 |
4804.18 |
5448.12 |
5054.31 |
|
Earnings Per Share of RS.10/- each |
||||
|
Basic (H) |
88.80 |
83.02 |
86.05 |
87.34 |
|
Diluted (H) |
88.80 |
81.50 |
86.05 |
85.74 |
Indian Accounting Standards
Ministry of Corporate Affairs (MCA) has vide its notification dated February 16, 2015 notified the applicability of Indian Accounting Standards (âInd ASâ) for listed companies and certain class of companies, for the accounting periods beginning on or after April 1, 2016 / April 1, 2017 whichever is applicable, with the comparatives of the previous accounting year.
The Company has adopted Indian Accounting Standards with effect from April 1, 2017 with transition date of April 1, 2016 and accordingly the financial statements for the year ended March 31, 2018 along with the comparatives have been prepared in accordance with the recognition and measurement principles stated in respective applicable Indian Accounting Standards, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder.
Operational and Financial Performance
The year 2017-18 was another successful and eventful year, both operationally and financially for the Company.
Indian Operations
During the year, the Company has successfully executed the 3D Seismic Data Acquisition contract of ONGC in the carpet area of KG Basin well within the contractual time frame. The expertise and experiences gained over 27 years of operations has made it possible for the company to simultaneously work with 15 crews at different parts of the country under the National Seismic Programme of Government of India for conducting 2D seismic data acquisition.
The efforts in conducting operations seamlessly, has resulted in earning revenue from operations of RS.42944 lakhs for the current year against RS.29656 lakhs for 2016-17, higher by 44.80% year on year. The Profit before tax for the current year is RS.8669 lakhs against RS.7292 lakhs for 2016-17, higher by 18.88%. The Profit After Tax for 2017-18 is RS.5623 lakhs against RS.4804 lakhs for 2016-17, higher by 17.05%. The Shareholders funds as on March 31, 2018 have increased to RS.20587 lakhs from RS.14319 lakhs as on March 31, 2017.
The company, has been awarded a contract for 3 D Seismic Data acquisition in carpet area of Cambay Basin from Oil and Natural Gas Corporation Ltd valued at RS.131.00 crores (net of taxes). At the end of the financial year 2017-18, the executable orders on hand is estimated at, net of taxes, of RS.827 Crores. Your directors are of the opinion, having sizable executable orders on hand, that the Company will continue to achieve similar operational and financial performances in the forthcoming year.
Global Operations
On a consolidated basis, the operational income for 2017-18 is RS.42944 lakhs against RS.30589 lakhs in the previous year registering a growth of 40.39% over the previous year. The Profit before tax for 2017-18 is 8526 lakhs against RS.7585 lakhs in the previous year. The Profit after tax for the current year stood at RS.5448 lakhs against RS.5054 lakhs in the previous year. The shareholdersâ funds as on March 31, 2017 of RS.17392 lakhs have enhanced to RS.23355 lakhs as on March 31, 2018. The subsidiaries of the group are making its best efforts for obtaining viable contracts for providing geophysical services.
Your directors believe that the continuing endeavours of the Company to diversity its services besides hydrocarbon exploration into spectrum of other forms of geophysical services may result favourably in the forthcoming financial year.
Share Capital
During the year, the Company has issued and allotted 2,45,000 Equity Shares of RS.10/- each at a premium of RS.503.62/- on conversion of equivalent number of warrants on exercising the option for conversion by the warrant holders. The Company does not have outstanding warrants or any convertible instruments as on March 31, 2018.
The proceeds received at the time of conversion during the year 2017-18 have been utilized for the objects of the issue and there is no amount unutilized with the Company.
Transfer to Reserves
The Company has not transferred/ appropriated any amount to the General Reserve retaining the entire surplus for the year ended March 31, 2018 as Balance in Profit and Loss Account.
Material changes and commitment, if any, affecting financial position of the Company from the end of the financial year till the date of this Report
There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
Dividend
The Board of Directors are pleased to recommend a dividend at the rate of RS.8/- per Equity share of RS.10/-each for the financial year 2017-18, for the approval of the Members at 31st Annual General Meeting of the Company. The Dividend, if approved will be paid to those shareholders whose names appear on the register of the members of the Company as on 04th September 2018.
Unclaimed Dividend of the previous years
Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (âthe Rulesâ) mandates the Companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years in the unpaid dividend account to the Investor Education and Protection Fund (IEPF).
The details of the unpaid/ unclaimed dividend lying with the Company are available on the website of the Company at the web link: http://alphageoindia.com/ Unclaimed%20 Dividends.htm
Transfer to Investor Education and Protection Fund (âIEPFâ):
a) Transfer of Unclaimed Dividend to IEPF
Pursuant to the provisions of Section 124 of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, dividends which remain unpaid or unclaimed for a period of seven years are being transferred by the company to the Account of Investor Education and Protection Fund (âIEPFâ) Authority established by the Government of India.
Accordingly, the unclaimed dividend pertaining to the financial year 2009-10 has been transferred to the Investor Education and Protection Fund.
b) Transfer of Shares to IEPF
Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund.
Pursuant to the above rule, the Company identified 72,894 equity shares that were liable to be transferred to the Account of the IEPF Authority and transferred those equity shares to IEPF Account during the year under review after completing the procedures and corporate actions required to transfer such shares to IEPF Authority. The details of shares transferred to IEPF are displayed on the website of the Company. The shareholders whose shares are transferred to the IEPF Authority can claim their shares from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPFA/refund.html.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate section forming part of the Annual Report.
Subsidiaries
Foreign Subsidiaries:
The Company has one 100% owned foreign Subsidiary, Alphageo International Limited, incorporated in Jebel Ali Free Zone Area in Dubai and one 100% owned First Level Step Down Subsidiary Alphageo DMCC incorporated under Dubai Multi Commodities Center (DMCC) Regulations.
Indian Subsidiaries:
An Indian subsidiary named âAlphageo Marine Services Private Ltdâ has been incorporated on October 25, 2017 primarily for providing marine survey services including shallow water, ocean bottom, transition zone in the field of hydrocarbons; processing and interpretation of such survey data and also for providing aerial geophysical services in the field of hydrocarbons. The Company is yet to start effective business operations.
A Statement containing salient feature of the Financial and Operational information of the Subsidiaries is provided in Form AOC-1 as Annexure-I to this report. The Consolidated Financial Statements presented by the Company include the financial results of these Subsidiary Companies.
Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiaries are available on the website of the Company and also will be made available upon the request by any member of the Company. The policy for determining âMaterial Subsidiaryâ framed by the company in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companyâs website at the following link: http:// www.alphageoindia.com/Policies.htm
Post March 31, 2018 another Indian Subsidiary named âAlphageo Offshore Services Private Ltdâ has been incorporated on April 26, 2018 for undertaking commercial activities relating to providing geophysical services for offshore and transition zones, and general offshore related services for mining and hydrography, which is yet to start its operations.
Change in the nature of business
During the year, there was no change in the nature of business of the Company or any of its subsidiaries.
Cost Records
The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for the services rendered by the Company.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31, 2018 have been prepared in compliance with the Indian Accounting Standards notified under Section 133 the Companies Act, 2013 (âActâ), Section 129(3) of Companies Act, 2013 on consolidated financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same together with Auditorsâ Report thereon form part of this Report.
Statutory Auditors
In pursuance of the provisions of section 139 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and the terms of appointment approved at 30th Annual General Meeting of the Company, M/s Majeti & Co. Chartered Accountants, Hyderabad, have been appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 30th Annual General meeting till the conclusion of 35th Annual General Meeting of the Company.
In accordance with the Amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
Audit Report on Financial Statements
The Audit Report issued by the Statutory Auditors on financial statements, standalone and consolidated, for the year ended March 31, 2018 does not contain any qualifications, reservations or adverse remarks, which call for any further explanation.
Secretarial Auditors
M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the Secretarial Audit of the Company for the year 2017-18 as required under the provisions of Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report issued by them form part of the Annual Report as Annexure-II to the Boardâs Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.
Directors and Key Managerial Personnel
Appointments and Re-appointments of Directors:
During the year, Mr. Raju Mandapalli was appointed as an Additional Director of the Company under Independent category with the approval of the Board effective from December 4, 2017. His appointment as Independent Director will be placed in the 31st Annual General Meeting of the Company for the approval of members of the Company.
Retirement by Rotation:
Mr. Rajesh Alla retired by rotation has been re-appointed as Director of the Company at the 30th Annual General Meeting held on 29th September, 2017.
Further, in accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rajesh Alla is retiring by rotation at the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board recommends the re-appointment of Mr. Rajesh Alla for the approval of the Members at the ensuing Annual General Meeting of the Company.
Change of Designation:
Mr. Dinesh Alla, Managing Director of the Company has been appointed as Chairman of the Company in place of Mr. Z.P. Marshall with effect from December 4, 2017.
Other changes, if any, occurred after the closure of financial year
1. Mr. Z.P. Marshall, an Independent Director of the Company has resigned from the Board of Directors effective from May 18, 2018. He was associated with the company since 20 years and benefitted the company from his guidance, valuable suggestions and insights of the industry during his tenure.
The Board places on record its deep appreciation and gratitude to Mr. Z.P. Marshall for his many years of strong and thoughtful leadership.
2. Mrs. Savita Alla has been reappointed as Joint Managing Director of the Company by the Board of Directors in its meeting held on May 18, 2018 for a period of three years with effect from May 25, 2018.
Particulars of Remuneration to Directors and Key Managerial Personnel:
Particulars of Remuneration to Directors and Key Managerial Personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-III and forms part of this Report.
Changes in Key Managerial Personnel:
During the year, Ms. Deepa Dutta, Associate Member of the Institute of Company Secretaries of India, has been appointed as Company Secretary and Compliance Officer of the Company with effect from December 4, 2017 with approval of the Board in place of Ms. Meenakshi Naag, erstwhile Company Secretary who tendered her resignation effective from November 4, 2017.
Number of Meetings of the Board of Directors:
During the year ended March 31, 2018, the Board of Directors has met four times viz. May 29, 2017, August 4, 2017, December 4, 2017 and February 7, 2018. The details of Meetings of the Board and various Committees of the Board are set out in the Corporate Governance Report which forms part of this report.
Audit Committee
The Audit Committee of the Board, currently headed by an Independent Director as Chairperson meets regularly to discharge its terms of reference effectively and efficiently. During the year, there were no instances where the recommendations of the Audit Committee were not accepted by the Board. The composition, role and functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which forms part of this report.
Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the Annual Accounts of the Company for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same.
ii. the Directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit for the year ended on that date;
iii. the Directors have 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 Annual Accounts for the year ended March 31, 2018 have been prepared on a going concern basis;
v. internal financial controls have been laid down and such controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently; and
vii. there are no instances of frauds involving the officers or employees of the Company reported by the Auditor under section 143(12) of the Act during the year ended March 31, 2018.
Particulars of Remuneration to Employees
The details of remuneration to Employees, as required under Rule 5(2) read with Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV and form part of this Report.
Board Performance Evaluation
The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, Annual Evaluation of performance of the Board, working of its Committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters. The manner in which the evaluation was carried out is explained in the Report on Corporate Governance, which forms part of this report.
Declaration by Independent Directors
Pursuant to the provisions of the Companies Act and Listing Regulations, all the Independent Directors of the company have given their respective declarations stating that they meet the criteria prescribed for independence under section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the opinion of the Board, all the Independent Directors meet the said criteria.
Remuneration Policy
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015, a comprehensive policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees of the Company has been formulated and the said Policy is available on the website of the company at: http:// alphageoindia.com/Policies.htm
It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31, 2018 is in accordance with the Remuneration Policy of the Company.
Particulars of Loans, Guarantees or Investments
During the year under review, the Company has made an Investment of RS.7,40,000/- in Equity Share Capital of the Subsidiary âAlphageo Marine Services Private Ltdâ. The details of loans extended to the Subsidiary are given at Note No. 33 to Financial Statements for the year ended March 31, 2018.
Post March 31, 2018, the Company also has made Investment of RS.1,00,000/- in Equity Share Capital of its 100% Subsidiary âAlphageo Offshore Services Private Ltdâ.
The Company has not extended any loans, guarantees or investments to any other person or body corporate during the year under review.
Particulars of Contracts or Arrangements with Related Parties
In terms of section 188 of the Companies Act, 2013 and the rules framed thereunder and Regulation 23 of SEBI (LODR) Regulations, 2015, a Policy for dealing with the transactions with Related Parties has been formulated and the same is available on the Companyâs website at: http://alphageoindia.com/Policies.htm.
All contracts and transactions entered during the financial year with related parties were in the ordinary course of business and were with the approval of the audit committee and in compliances with applicable provisions of the Act and the SEB (LODR) Regulations 2015. The particulars of such transactions with related parties have been disclosed in the financial statements as required under Ind AS 24 - Related Party Disclosures and as specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 are given at Note 38 of Notes on Financial Statements annexed to this Report.
There are no materially significant related party transactions made by the company with the Promoters, Directors and Key Managerial Personnel and other designated persons which may have a potential conflict with the interests of the Company during the financial year.
During the year, there were no contracts or arrangements, or transactions entered into with the related parties other than at armâs length price and there were no material and significant transactions at armâs length price with the related parties. Accordingly, there were no transactions during the year ended March 31, 2018 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.
Corporate Social Responsibility (CSR) Activities
In line with the provisions of Section 135 of the Companies Act 2013, the Company has constituted a committee to formulate, implement and monitor the CSR Policy of the Company. The composition of the CSR Committee is disclosed in the Report of Corporate Governance, forming part of this Report.
The detailed report on CSR initiatives undertaken during the financial year 2017-18 together with the report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure-V to this Report.
Reasons for not spending the amount earmarked for CSR Activities:
The Company allocated an amount of RS.66.00 Lakhs to be spent on corporate social responsibility (CSR) activities during the year 2017-18. Out of this, the Company spent RS.23.60 Lakhs during the year under review. The unspent amount of RS.42.40 Lakhs has been carried forward for spending in forthcoming years. The Company believes, as a part of CSR Activities, in spending on such activities which really benefit the targeted beneficiaries. The Company is extending its efforts in identifying and supporting more beneficial projects and confident of spending the unspent amount of 2017-18 alongwith the obligated amount for 2018-19 during the financial year 2018-19.
Corporate Governance and Shareholdersâ Information
Pursuant to Regulation 34 of the SEBI Regulations, the Report on Corporate Governance for the financial year 2017-18 along with a Certificate issued by a Practising Company Secretaries confirming compliance with the mandatory requirements relating to Corporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented as a separate section forming part of the Annual Report, forms an integral part of this report.
Risk Management
The Company continuously identifies, evaluates, monitors and addresses potential business and operational, financial, industrial risks which affects the business activities, functioning and growth of the Company. The risk management framework of the company aimed at effectively mitigating the various risks associated with the company.
The details of the risk management framework and issues related thereto have been explained in the Management Discussion and Analysis Report, which is provided as an annexure to this report.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to preparation of financial statements and the same are operating efficiently and no deficiencies have been observed during the year under review.
Whistle Blower/Vigil Mechanism
In pursuance of the provisions of Section 177(9) of the Companies Act, 2013, rules made thereunder and Regulation 4 of the SEBI (LODR) Regulations, 2015, your Company has formulated a vigil mechanism which also includes a whistle blower policy to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Companyâs Code of Conduct or Ethics Policy.
The Audit Committee of the Board periodically reviews the Whistle Blower Policy. It is hereby affirmed that no personnel of the company has been denied access to the Chairman of the Audit Committee of the Board and that the Policy contains adequate provisions protecting Whistle Blowers from unfair termination and other unfair prejudicial employment practices.
The Whistle Blower Policy is available on the companyâs website at: http://www.alphageoindia.com/Policies.htm
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has framed a Policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted Internal Complaints Committee having designated members to redress complaints regarding sexual harassment. During the year under review, no complaint of sexual harassment has been reported.
The Policy is available on the Companyâs website at: http://www.alphageoindia.com/ Policies.htm
Extract of Annual Return
Pursuant to the provisions of Section 36 of the Companies (Amendment) Act, 2017 notified effective from July 31, 2018 read with Section 92(3) of the Companies Act 2013, the prescribed return is placed on the Companyâs website at: http://www.alphageoindia.com/Other_ Information.htm.
Deposits
The Company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and also any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.
Employees Stock Option Scheme
Stock option to Employees is being administered under the scheme titled âAlphageo ESOS 2008â. Under this scheme, 235067 stock options are available for granting to Employees and there are no enforceable stock options outstanding as on March 31, 2018.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are:
Significant and Material Orders passed by the Courts / Regulators
During the year, no significant and material orders were passed by the regulators or courts or tribunals on the Company impacting the going concern status of the Company and Companyâs operations in future.
Acknowledgment
Your Directors place on record their sincere appreciation for the significant contribution made and services rendered by employees of the Company with dedication and commitment at all levels which has been critical for the Companyâs success and for placing the Company preferred service provider in on-land seismic services industry.
Your Directors take this opportunity to thank Clients Bankers, Vendors, Shareholders and Investors at large for their valuable co-operation and continued support.
For and on behalf of the Board
Hyderabad Dinesh Alla
06.08.2018 Chairman and Managing Director
Mar 31, 2015
The Directors are pleased to present Twenty Eighth Annual Report,
Audited Financial Statements and the report on Company's business and
operations for the financial year ended 31st March, 2015.
Results of Operations
The Results of operations of the Company for the year ended 31st March,
2015 are summarized below:
Rs,in lakh
Particulars Company Group
2014-15 2013-14 2014-15 2013-14
Operating Income 6396.73 4441.35 7268.04 9428.27
Other Income 101.62 155.80 74.30 129.70
Total Income 6498.35 4597.15 7342.34 9557.97
Profit Before
Finance costs and
Depreciation 2045.65 1643.51 2666.75 3793.86
Finance Costs 47.12 58.89 83.04 71.44
Depreciation And
Amortisation 445.70 436.95 1071.07 883.94
Profit Before Tax 1552.83 1147.67 1512.64 2838.48
Tax Expense 63.19 21.89 63.19 191.21
Profit After Tax 1489.64 1125.78 1449.45 2647.27
Earnings Per
Share of H10/- each 26.44 20.67 25.72 48.61
Operational and Financial Performance
During the year ended 31st March, 2015 the Company has earned an
Operating Income of H6396.73 lakh against H4441.35 lakh for the year
ended 31st March, 2014.
During the year the Company has successfully executed Contract for
Seisloop Seismic Survey and its extension in Mizoram, three contracts
for 2D and 3D Seismic Survey in Cambay Basin Gujarat, one contract for
2D Seismic Survey in Assam and One Contract for 2D Transition Zone
Seismic Survey Contract in Cauvery Basin. Your Company's efforts in
simultaneous execution of multiple contracts and organised resource
management resulted in Profit before tax for the current year of
H1552.83 lakh against H1147.67 lakh in previous year. Tax Expense for
current financial year of H63.19 is net of MAT Credit entitlements of
H222.00 Lakh and Deferred Tax Credit for H16.26 lakh. Profit after Tax
for the current year is H1489.64 lakh against H1125.78 lakh in previous
year. The Shareholders Funds as on 31st March 2015 are increased to
6149.05 lakh from H4795.05 lakh as on 31st March 2014.
Your Directors are of the view that, with the improved and committed
government initiatives in Oil and Gas Exploration Sector, your Company
will achieve better performance barring unforeseen circumstances, in
the forthcoming year.
Group Performance
During the year ended 31st March, 2015 the total operations of the
Group achieved an Operational Income of H7268.04 lakh against H9428.27
lakh for the year ended 31st March, 2014. Your Company has excelled in
domestic front in the current year. However, sharp volatility in oil
prices, delayed statutory clearances to exploration companies for the
blocks awarded resulted in postponing or observing cautious approach in
announcing seismic survey programmes internationally. Profit after Tax
of the Group for the year is H1449.45 lakh and the Shareholders Fund of
the Group as on 31st March 2015 is H8382.92 lakh. The international
subsidiary of the group is making its efforts in expanding its
operations to new geographical locations.
Dividend
Board of Directors are pleased to recommend a dividend at the rat e of
H2/- per Equity share of H10/- each for the financial Year 2014-15, for
the approval of the Members at 28th Annual General Meeting of the
Company. The Dividend if approved will be paid to those shareholders
whose names appear on the register of the members of the Company as on
21st September 2015.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated in Clause 49 of the Listing Agreement with Stock Exchanges,
is presented as a separate section forming part of the Annual Report.
Subsidiaries
The Company has one 100% owned Subsidiary, Alphageo International
Limited, incorporated in Jebel Ali Free Zone Area in Dubai and one 100%
owned First Level Step Down Subsidiary Alphageo DMCC incorporated in
Dubai Multi Commodities Center (DMCC). During the year ended 31st
March, 2015 the Subsidiaries have achieved a turnover of H871.30 Lakh.
A Statement containing salient feature of the Financial and Operational
information of the Subsidiaries is provided in Form AOC-1 as Annexure-1
to this report. The Consolidated Financial Statements presented by the
Company include the financial results of these Subsidiary Companies.
Pursuant to Section 136 of the Companies Act, 2013, the Financial
Statements of the Subsidiaries are available on the website of the
Company and also will make available upon the request by any member of
the Company.
During the year there were no Companies which have become or ceased to
be the Subsidiaries, Joint Ventures or Associate Companies of the
Company.
Consolidated Financial Statements
In compliance with the Accounting Standard -21 notified under the
Companies Act, 2013 ("Act") and Section 129(3) of Companies Act, 2013
on consolidated financial statements and with the Listing Agreement
with the Stock Exchanges, the Consolidated Financial Statements of the
Company and its Subsidiaries for the year ended 31st March, 2015 have
been prepared and the same together with Auditors Report thereon form
part of this Report.
Number of Meetings of the Board of Directors
During the year ended 31st March 2015, the Board of Directors has met
five times on 29th May 2014, 12th August 2014, 10th November 2014, 5th
January 2015 and 22nd January 2015.
Directors Responsibility Statements as required under Section 134 of
the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2015, the applicable Accounting Standards read with requirements
set out under Schedule III to the Companies Act, 2013, have been
followed and that there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit for the year
ended on that date;
(iii) the Directors have 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 Annual Accounts for the year ended 31st March, 2015 have been
prepared on a going concern basis; and
(v) internal financial controls have been laid down and such controls
are adequate and operating effectively;
(vi) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating efficiently.
Audit committee
The primary objective of the Audit Committee is to oversee the
Company's financial reporting process and the disclosure of financial
information to ensure that the financial statement is correct,
sufficient and credible. The Audit Committee of the Board currently
headed by Independent Director as Chairperson and another 2 Independent
Directors and one Promoter Director as Members of the Committee. The
Committee meets regularly to discharge its terms of reference
effectively and efficiently. During the year there were no instances
where the recommendations of the Audit Committee were not accepted by
the Board. The details of Composition, scope, terms reference of the
Audit Committee are in detail provided in Corporate Governance Report
forming part the Directors' Report.
Statutory Auditors
The present auditors, M/s. P V R K Nageswara Rao & Co., Chartered
Accountants, Hyderabad, at the 27th Annual General Meeting held on 26th
September, 2014 were appointed as Auditors of the Company from the
conclusion of 27th Annual General Meeting to the conclusion of 30th
Annual General Meeting, subject to ratification of their appointment as
such by the Members at the Annual General Meeting of the respective
year in compliance with provisions of Section 139, 142 and applicable
provisions of the Companies Act, 2013. The Auditors have confirmed
that they are not disqualified from the re-appointment and their
re-appointment if made is within limits under section 141(3)(g) of the
Companies Act, 2013. Accordingly the appointment of present auditors
as Auditors of the Company is placed for ratification by Shareholders
Statutory Auditors' report on Financial Statements
The Auditors' report on financial statements for the year ended 31st
March 2015 does not contain any qualifications, reservations or adverse
remarks.
Particular of Loans, Guarantees or Investments under Section 186 of the
Companies Act, 2013 During the year the Company has given an interest
bearing loan of US$ 1,300,000 equivalent to H8,13,68,040/- to its 100%
owned Subsidiary Alphageo International Limited for meeting its
commitments in their ordinary course of business.
Particulars of Contracts or Arrangements with Related Parties Referred
to in Sub-Section (1) of Section 188 of the Companies Act, 2013 The
Particulars of the transactions with related parties as required in
Accounting Standard-18 are given at Note. 27.II.12 of Notes on
Financial Statements annexed to this Report.
All contracts and transactions entered by the Company during the
financial year with related parties were on arm's length basis, in the
ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Agreement. There are no
materially significant related party transactions made by the Company
with the Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the
interest of the Company during the year.
The Company has adopted a policy on related party transactions and the
same is available at URL: http://www.alphageoindia.
com/pdf/RELATED%20PARTY%20 TRANSACTIONS %20 POLICY.PDF
All the related party transactions are with the prior approval of the
Audit Committee. The details of the transactions on quarterly basis are
being provided to Committee for their review and consideration.
During the year there were no contracts or arrangements or transactions
entered into with the related parties other than at arm's length price
and there were no material and significant transaction at arm's length
price with the related parties. Accordingly there were no transactions
during the year ended 31st March, 2015 required to be reported in Form
AOC-2 of the Companies (Accounts) Rules, 2014.
Transfer to Reserves
During the year no amount has been proposed to transfer/ appropriated
to any of the reserves and the entire surplus for the year ended 31st
March 2015 is continued to be retained as Balance in Profit and Loss
Account.
Corporate Social Responsibility Committee
The Company is committed to fulfill its Corporate Social Responsibility
obligations and formed a Corporate Social Responsibility Committee
currently consisting Two Independent Directors and One Promoter
Director of the Committee. The Company has formulated and adopted a
policy for this purpose and the same is available at URL
http://www.alphageoindia.
com/pdf/CORPORATE%20SOCIAL%20RESPONSIBILITY%20 POLICY.PDF for the
information of the Members.
However, due to incurring of losses for the years from 2010- 11 to
2012-13, the Company is not obligated with mandatory spending on CSR
Activities for the year 2014-15 as per the applicable provisions of the
Companies Act, 2013. Even then the Company is in the process of
identifying the beneficiaries for its non-mandatory CSR Activities.
Accordingly the Company is of the view that the disclosure of
information is not required to be furnished as an Annual Report on CSR
Activities for the year 2014-15.
Directors and Key Managerial Personnel
Appointments
During the year pursuant to the provisions of Section 149 and other
applicable provisions of the Companies Act, 2013, Mr. Mohan Krishna
Reddy Aryabumi, Mr. Z.P. Marshal and Mr. Ashwinder Bhel were appointed
as Independent Directors on Board of the Company and Mrs. Savita Alla
was appointed as Director of the Company.
Re-appointments
Mr. Rajesh Alla and Mr. Srinivas Reddy Ravula retired by rotation were
re-appointed as Directors of the Company at 27th Annual General Meeting
held on 26th September, 2014.
Resignations
Mr. P.K. Reddy, Independent Director in terms of Clause 49 of the
Listing Agreement has resigned from the Board with effect from 12th
August 2014. He is associated with the Board since 2007. The Board
sincerely appreciates his contributions as a Director and Member of
Board Committees during his tenure.
Mrs. G. Sandhya Rani, Company Secretary has resigned from service
during the year.
Whole Time Directors:
Mrs. Savita Alla, Director of the Company has been appointed as Joint
Managing Director of the Company for a period of 3 years with effect
from 25th May, 2015. The Board recommended her appointment for the
approval of Members at 28th Annual General Meeting of the Company.
Disclosure by Independent Directors
Pursuant to and in compliance with the provisions of Section 149(7) of
the Companies Act 2013, every independent director is providing the
declaration conforming meeting the criteria of independence as provided
149(6) of the Act and Listing Agreement with the Stock Exchanges.
Remuneration Policy
Nomination and Remuneration Policy of the Company for appointment and
remuneration of Directors, Key Managerial Personnel and Other employees
including criteria for determining qualifications, position attributes
and directors' independence, on the recommendation of Nomination and
Remuneration Committee of the Board, has been framed by the Board of
the Directors and the same is available on website of the Company at
URL: http://www.alphageoindia.com/pdf/ REMUNERATION%20AND%
20NOMINATION%20POLICY. PDF. The appointment of Key Managerial
Personnel and revision of the remuneration to Whole Time Directors
during the year are in compliance with the policy.
Particulars of Remuneration to Directors and Key Managerial Personnel
Particulars of Employees as required under Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in Annexure-2 and forms part of this Report.
Particulars of Employees
Particulars of Employees as required under Rule 5(2) read with Rule
5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure-3 and forms part of this
Report.
Board Evaluation
Pursuant to the provisions of the Act and the Listing Agreement with
the Stock Exchanges, the Board of Directors (Board) has carried out an
annual evaluation of its own performance, and that of its committees
and individual directors.
The performance of the Board was evaluated based on criteria that
includes aspects like Composition and structure of the Board,
effectiveness of the Board processes, information and functioning of
the Board etc., Evaluation of the Committee's performance was based on
the criteria like composition, its terms of the reference and
effectiveness of committee meetings etc., Individual Directors'
performance evaluation is based on their preparedness on the issues to
be discussed, meaningful and constructive discussions and their
contribution to the Board and Committee meetings. The Chairperson was
evaluated mainly on key aspects of his role. These performance
exercises were conducted seeking inputs from all the Directors/
committee members wherever applicable. The Nomination and Remuneration
Committee reviewed the performance of the individual directors. A
separate meeting of the individual directors was also held to review
the performance of Non- independent directors; performance of the Board
as a whole and performance of the Chairperson of the Company taking
into account the views of all the Directors. This was followed by the
discussions on the performance of the Board, its Committees and
individual directors at a Board Meeting.
Corporate Governance and Shareholders' Information
The Company is continued to be in good compliance with Corporate
Governance requirements set in Clause 49 of Listing Agreement with
Stock Exchanges. The Corporate Governance Report is presented as a
separate section forming part of the Annual Report. The requisite
Certificate from the Auditors of the Company confirming the compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement is annexed with the Report on Corporate
Governance.
Risk Management
The Company continuously monitors and addresses potential industrial,
business, financial and other risks that effects its operations and
functioning of the Company. The Company's policy on risk management is
provided in Management Discussion and Analysis Report forming part of
the Directors' Report.
Vigil Mechanism
The Company has established, to strengthen its policy of corporate
transparency, has established an innovative and empowering mechanism
for employees. Employees can report to the management their concern
about unethical behavior, actual or suspected fraud or violation of
Company's Code of conduct or ethics policy. No personnel have denied
access to the Audit Committee. The Policy formulated for this mechanism
can be accessed at URL: http://www.alphageoindia.com/
pdf/WHISTLE%20BLOWER%20POLICY%20 VIGIL%20
MECHANISM.PDF
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 the
Company has appointed M/s. D. Hanumanta Raju & Co., Practicing Company
Secretaries as Secretarial Auditors for the year 2014-15. The Audit
Report for the year 2014- 15 issued by them is provided as Annexure -4
to this Report. The Secretarial Audit Report does not contain any
reservation, qualification or adverse remark.
Extract of Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules,
2014, an Extract of Annual Return as on the financial year ended on
31st March 2015 is provided as Annexure-5 to this Report.
Deposits
The Company has not accepted any deposits covered under Chapter V of
Companies Act, 2013 and also any other deposit which is not in
compliance with the requirements of Chapter V of the Companies Act,
2013.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to preparation of financial statements and the same are
operating efficiently and no deficiencies have been observed during the
year.
Employees Stock Option Scheme
The Company has issued Stock Options to the Employees under the Scheme
"Alphabet ESOS 2008". Out of total Stock Options Authorized, as on 31st
March, 2015, 235067 Stock Options are available for granting to the
Employees. The Stock options issued earlier, in terms of the issue,
were lapsed and there are no enforceable stock options outstanding as
on 31st March, 2015.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo
The particulars as prescribed under Section 134 (3) (m) of the
Companies Act, 2013 (Act) read with the Companies (Accounts) Rules,
2014 are:
a. Conversation of Energy : Not Applicable
b. Technology Absorption : NIL
c. Foreign Exchange Earnings and Outgo:
The Particulars of Foreign Exchange Earnings and outgo during the year
are given at Clause 27.II.16, 27.II.17 and 26.II.18 of the Notes
forming part of Financial Statements for the year 2014-15.
Transfer of amounts to Investor Education and Protection Fund
Pursuant to provisions of Section 124 of Companies Act 2013, the
declared dividends transferred to Unpaid Dividend Accounts of the
Company, which remain unclaimed for a period of seven years from the
date of such transfer, will be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central Government of
India pursuant to Section 125 of the Companies Act, 2013.
Pursuant to the provisions of Section 124(2), the Company has uploaded
the details of unclaimed amount of dividend as on 31st March 2014 on
the Ministry of Corporate Affairs website.
Other Disclosures
During the year no significant and material orders were passed by the
regulators or courts or tribunals on the Company impacting the going
concern status and Company's operation in future.
During the year there was no change in the nature of business of the
Company.
During the year no complaints of sexual harassment received under "The
Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013".
Acknowledgment
The Directors take this opportunity to thank the Shareholders,
Company's employees, Customers, Vendors, Service Providers and Bankers
for their continuous support. The Directors appreciate and value the
contributions made by every member of the Alphageo family.
For and on behalf of the Board
Hyderabad Z. P. Marshall
10.08.2015 Chairperson
Mar 31, 2014
Dear members,
The Directors are pleased to present Twenty Seventh Annual Report and
Audited Accounts and the report on Company''s business and operations
for the financial year ended 31st March, 2014.
Results of Operations
The Results of operations of the Company for the year ended 31st March,
2014 are summarised below:
Rs. in lakh
Particulars 2013-14 2012-13
Operating Income 4441.35 865.64
Other Income 155.80 124.53
Total Income 4597.15 990.17
Profit/(Loss) Before Finance Costs
and Depreciation 1643.52 (430.28)
Finance Costs 58.89 40.99
Depreciation And Amortisation 436.95 491.63
Profit / (Loss) Before Tax 1147.68 (962.90)
Tax Expense 21.89 32.07
Profit / (Loss) After Tax 1125.79 (994.97)
Earnings Per Share of Rs. 10/- each (Rs.) 20.67 (18.79)
Operational and Financial Performance
During the year ended March 31, 2014 the Company has earned an
Operating Income of Rs. 4441.35 lakh against Rs. 865.64 lakh for the
year ended March 31, 2013.
During the year your Company has been awarded an extension to an
ongoing contract in Mizoram and two contracts in Cambay Basin, Gujarat.
Your Company''s efforts in better resource management and simultaneous
execution of multiple contracts resulted in improved operational
performance, effective cost control and minimisation of idle costs of
resources. Sincere efforts put in by the Company''s personnel in
execution of the projects must be recognised for turnaround performance
of the company for the financial year 2013-14.
For the financial year 2013-14 Your Company has earned a Profit Before
Tax of Rs. 1147.68 lakh against a loss of Rs. 962.90 lakh in 2012-13.
Tax Expenses for the current financial year of Rs. 21.89 lakh is net of
MAT Credit Entitlement of Rs. 134.00 lakh and inclusive of Deferred Tax
Charge of Rs. 17.89 lakh. Profit After Tax for the year 2013-14 is Rs.
1125.79 lakh against Loss of Rs. 994.97 lakh for the year 2012-13. The
Shareholders'' Funds as on 31.3.2014 are increased to Rs. 4795.04 lakh
against Rs. 3708.35 lakh as on 31.3.2013.
Your Company has an executable orders on hand worth about Rs. 3200 lakh
as on March 31, 2014. Your Company is confident that the awarded
contracts will be executed at utmost satisfaction of the client which
is a key factor for the success of your Company. Your Company, with the
increased Government initiatives in Oil and Gas Exploration Sector, is
of the view that your company will achieve better performance, barring
unforeseen circumstances, in the forthcoming year.
Group Performance
The total operational income on consolidation basis for the year
2013-14 is Rs. 9428.27 lakh against Rs. 2356.67 lakh for 2012-13
recording 300% increase in operational income over previous year.
Successful completion of the projects on and ahead of time and
implementation of best HSE practices brought good recognition to the
Group with Oil and Gas Exploration Companies in Myanmar. Best efforts
are being made to enter into other promising countries to
geographically expand the Group''s operations. The Group financial
performance for the year has been reported in later part of this
report.
Dividend
Board of Directors are pleased to recommend a dividend at the rate of
20% i.e., Rs. 2/- per Equity Share of Rs. 10/- each for the financial
year 2013-14, for the approval of the Members at 27th Annual General
Meeting of the Company. The Dividend if approved will be paid to those
shareholders whose names appear on the register of the members of the
Company as on 29th August 2014.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated in Clause 49 of the Listing Agreement with Stock Exchanges,
is presented as a separate section forming part of the Annual Report.
Share Capital
During the year, the Allottees of 2,50,000 Share Warrants of Rs. 60/-
each, convertible into One Equity Share of Rs. 10/- each at a premium
of Rs. 50/- per share issued and allotted as approved by the Members at
the Meeting held on 30th July 2012, have honoured their commitment for
contribution by remitting the balance amount of Rs. 112.50 lakh and
exercised their option for conversion of Warrants into Equity Shares.
As a result the Paid up Share Capital of the Company is increased from
Rs. 539.84 lakh to Rs. 564.84 lakh and the Securities Premium Account
is increased by Rs. 125.00 lakh.
Subsidiaries
The Company has one 100% owned Subsidiary, Alphageo International
Limited, incorporated in Jebel Ali Free zone Area in Dubai and one 100%
owned First Level Step Down Subsidiary Alphageo DMCC incorporated in
Dubai Multi Commodity Centre (DMCC) for providing Seismic Services in
the international markets. The Financial and Operational information of
the Subsidiaries in brief is given in Notes to Consolidated Financial
Statements for the year ended 31st March, 2014 forming part of the
Annual Report.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. Shareholders who
wish to have a copy of the full report and accounts of the subsidiaries
will be provided the same on receipt of a written request from them.
These documents will be available for inspection at the Corporate
Office of the Company on any working day during business hours. The
Consolidated Financial Statements presented by the Company include the
financial results of its subsidiary companies.
Consolidated Financial Statements
In compliance with the Accounting Standard-21 on consolidated financial
statements and with the listing agreement with the stock exchanges, the
consolidated financial statements for year ended 31st March, 2014 have
been prepared and the same together with Auditors Report thereon form
part of this Annual Report.
The Financial Performance of the Group for the year ended 31st March,
2014 is summarised below:
Rs. in lakh
2013-14 2012-13
Revenue From Operations 9428.27 2356.67
Total Income 9557.97 2380.69
Profit/(Loss) Before Finance costs and Depreciation 3793.86 (175.76)
Finance Costs 71.44 45.66
Depreciation And Amortisation 883.94 767.73
Profit / (Loss) Before Tax 2838.48 (989.15)
Tax Expense 191.21 81.16
Profit / (Loss) After Tax 2647.27 (1070.31)
The group performance for the year ended 31st March, 2014 has resulted
in an operational turnover of H9428.27 lakh compared to 2356.67 lakh
for previous year ended 31st March, 2013.
Directors
Mr. Alla Rajesh and Mr. Srinivas Reddy Ravula, Directors, retire by
rotation and being eligible offer themselves for re-appointment at the
ensuing Annual General Meeting.
Board of Directors at their meeting held on 29th May 2014 has appointed
Mr. Mohan Krishna Reddy Aryabumi as an Independent Director in terms of
Section 149 of the Companies Act 2013 and Mrs. Savita Alla as a
Director of the Company. In terms of Section 161(1) of the Companies
Act, 2013 these Directors shall vacate the office on the date of
ensuing Annual General Meeting. The Company has received requisite
notices proposing their candidature for the office of Director of the
Company for approval of the Members at the ensuing Annual General
Meeting. The Board of Directors are recommending the appointment of Mr.
Mohan Krishna Reddy Aryabumi as an Independent Director, not liable to
retire by rotation for a period upto 28th May 2019 and Mrs. Savita Alla
as a Director of the Company for the approval of the Members.
Mr. Z.P Marshall and Mr. Ashwinder Bhel, Directors of the Company are
Independent Directors in terms of Clause 49 of the Listing Agreement
with the Stock Exchanges. In view of the Provisions of Section 149 of
the Companies Act, 2013 notified effective from 1st April 2014, an
Independent Director complying with the provisions of section 149 can
be appointed for tenure of five consecutive years not liable to retire
by rotation. In view of the disclosures and declarations from the
Directors, the Board is of the opinion that Mr. Z.P. Marshall and Mr.
Ashwinder Bhel fulfil the conditions for their appointment as
Independent Directors as specified in the Companies Act 2013 and the
Listing Agreement. The Board recommends their appointment as
Independent Directors for a period of five consecutive years for the
approval of Members at the ensuing Annual General Meeting.
Mr P.K. Reddy has resigned from the Board with effect from 12th August
2014. The Board appreciates his contribution to the Company during his
long tenure as member of the Board.
Corporate Governance and Shareholders'' Information
The Company is continued to be in good compliance with Corporate
Governance requirements set in Clause 49 of Listing Agreement with
Stock Exchanges. The Corporate Governance Report is presented as a
separate section forming part of the Annual Report. The requisite
Certificate from the Auditors of the Company confirming the compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement is annexed with the Report on Corporate
Governance.
Auditors
The auditors, M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants,
Hyderabad, hold office until conclusion of the ensuing Annual General
Meeting, have confirmed their eligibility and willingness to accept
office of the auditors, if re-appointed. In terms of section 139(2) and
other applicable provisions of the Companies Act, 2013 the present
auditors can only be re-appointed for a period of 3 consecutive years
from the conclusion of the ensuing 27th Annual General Meeting till the
conclusion of 30th Annual General Meeting of the Company subject to
ratification by the Members at every Annual General Meeting. The Audit
Committee and Board of Directors recommend the re-appointment of
Auditors for approval of the Members.
Deposits
The Company has not accepted any deposits from the Public covered by
the provisions of Section 58A of the Companies Act, 1956.
Particulars of Employees
There are no employees who are, in receipt of remuneration of Rs. 60
lakh or more per annum, if employed throughout the year or Rs. 5 lakh
or more per month if employed for a part of the year, falling within
the provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, during the year ended
31.03.2014.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and that there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit for the year
ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the annual accounts for the year ended 31st March, 2014 have been
prepared on a going concern basis.
Employees Stock Option Scheme
The Company has issued Stock Options to the Employees under the scheme
"Alphageo ESOS 2008". The Stock Options issued earlier, in terms of
the issue, were lapsed and there are no enforceable stock options
outstanding as on 31st March, 2014.
Conservation of Energy, Technology Absorption
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988, are:
a. Conversation of Energy : Not Applicable
b. Technology Absorption : NIL
c. Foreign Exchange Earnings and Outgo:
The Particulars of Foreign Exchange Earnings and outgo during the year
are given at Clause 26.II.(19), 26.11.(20) and 26.II.(22) of the Notes
forming part of Financial Statements for the year 2013-14.
Transfer of amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A (5) of the Companies Act,
1956, the declared dividends transferred to Unpaid Dividend Accounts of
the Company, which remain unclaimed for a period of seven years from
the date of such transfer, have been transferred to the Investor
Education and Protection Fund (IEPF) established by the Central
Government pursuant to Section 205( C) of the said Act.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amount lying
with companies) Rules, 2012, the Company has uploaded the details of
unclaimed amount of dividend as on 30th September, 2013 on the Ministry
of Corporate Affairs website.
Appreciation
Your Directors take this opportunity to thank the Shareholders,
Clients, Vendors, Service Providers and Bankers for their consistent
support to the Company. The Directors also wish to place on record
their appreciation of the sincere and dedicated services of the
employees for the working of the Company.
For and on behalf of the Board
Dinesh Alla Z.P. Marshall
Managing Director Chairman
Hyderabad
12.08.2014
Mar 31, 2013
To The Members,
The Directors are pleased to present Twenty Sixth Annual Report and
Audited Accounts and the report on Company''s business and operations
for the financial year ended 31st March, 2013.
Results of Operations
The Results of operations of the Company for the year ended 31st March,
2013 are summarised below:
Rs.in Lakh
Income From Seismic Survey 796.86 2520.04
Income from Provision of Services 53.84
Total Income 990.17 2723.50
Profit/(Loss) Before Finance costs
and Depreciation (430.28) 383.98
Finance Costs 40.99 52.08
Depreciation and Amortisation 491.63 891.79
Profit / (Loss) Before Tax (962.90) (559.89)
Tax Expense 32.07 (50.44)
Profit / (Loss) After Tax (994.97) (509.45)
Operational and Financial Performance
During the year ended March 31, 2013 the Company has earned Rs.796.86
Lakh from execution of Seismic Survey and Rs.53.84 Lakh from Provision of
Services against total revenue of Rs.2520.04 Lakh for the year ended
March 31, 2012. Your Company has executed the Contract for 3D Seismic
Survey and Data Acquisition for NTPC Ltd successfully. The Contract for
2D Seismic Survey in North East Region, having the circumstances beyond
the control of the Company, could not allow yielding the targeted
income and made the company to incur expenditure keeping the resources
idle without any contributing income for longer periods. This is one of
the reasons for suffering the operational losses for the year ended
March 31, 2013.
Your Company has been awarded a contract for 3D Seisloop Seismic Survey
in MZ-ONN-2004/1 Block in Mizoram which is first of its kind in India
and successful completion will make the company pioneer in introducing
and adopting this technology.
On technology front your company has replenished the Equipment with
latest technology costing ^1387 Lakh.
The Company has executable orders on hand worth Rs.1752 Lakh as on March
31, 2013 and assurances for Rs.1500 Lakh on successful execution of
awarded contracts. Your Company is confident that the awarded contract
will be executed at utmost satisfaction of the client and striving hard
to plan and perform major portion of the extension work within the
forthcoming financial year.
Group Performance
On international front, Alphageo has made a successful foray into
Myanmar, an emerging market for exploration and production activity for
energy and oil sector. Alphageo emerged as the only Indian seismic
survey service provider to win three of seven blocks offered in the
first round in the face of intense Chinese competition. Alphageo has
been awarded a contract by world leading oil and gas exploration and
production company Petronas through its subsidiary in Myanmar and
another contract by an Exploration and Production company based in
Indonesia for its block in Myanmar. Thus Alphageo has an executable
orders internationally worth about Rs.3773 Lakh on hand as on March 31,
2013. The group financial performance for the year has been reported in
later part of this report.
Dividend
In order to keep the resources for the operations of the Company, no
dividend is recommended for the year ended 31 st March, 2013.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated in Clause 49 of the Listing Agreement with Stock Exchanges,
is presented as separate section forming part of the Annual Report.
Share Capital
During the year, with the approval of the Members of the Company and
respective statutory authorities and in compliance with applicable
laws, rules and regulations, the Company has issued and allotted to
promoter and promoter group on preferential basis 2,50,000 Equity
Shares of Rs.10/- each at a premium of Rs.50/- per share and 2,50,000
Convertible Warrants of Rs.60/- each convertible into One Equity Share of
Rs.10/- each at premium of Rs.50/- per share at the option of Allottees on
fulfillment of terms and conditions attached to issue of warrants.
The issue of equity shares resulted in increase in paid up share
capital from Rs.514.84 Lakh to Rs.539.84 Lakh.
The Convertible Warrants thus allotted are subject to conversion into
Equity Shares on or before 09 th February 2014 other wise result in
forfeiture of allotment money paid by the Allottees.
Subsidiaries
The Company has one 100% owned Subsidiary, Alphageo International
Limited, incorporated in Jebel Ali Free zone Area in Dubai and one 100%
owned step down subsidiary Alphageo DMCC incorporated in Dubai Multi
commodity Centre (DMCC) for providing Seismic Services in the
international markets.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. Shareholders who
wish to have a copy of the full report and accounts of the subsidiaries
will be provided the same on receipt of a written request from them.
These documents will be available for inspection at the Corporate
Office of the Company and that of the respective subsidiary companies
on any working day during business hours. The Consolidated Financial
Statements presented by the Company include the financial results of
its subsidiary companies.
Consolidated Financial Statements
In compliance with the Accounting Standard-21 on consolidated financial
statements and with the listing agreement with the stock exchanges, the
consolidated financial statements for year ended 31st March, 2013 have
been prepared and the same together with Auditors Report thereon form
part of this Annual Report.
The Financial Performance of the Group for the year ended 31st March,
2013 is summarised below:
Rs.in Lakh
Revenue From Operations 2356.67 4393.42
Total Income 2380.69 4602.79
Profit/(Loss) Before Finance
costs and Depreciation (175.76) 721.31
Finance Costs 45.66 54.30
Depreciation And Amortisation 767.73 1143.50
Profit / (Loss) Before Tax (989.15) (476.49)
Tax Expense 81.16 30.86
Profit / (Loss) After Tax (1070.31) (507.35)
The group performance for the year ended 31st March, 2013 has resulted
in an operational turnover of Rs.2356.67 Lakh compared to 4393.42 Lakh
for previous year ended 31st March, 2012. Set back in domestic
operations and movement costs of equipment and resources across several
geographies resulted in Loss before Finance Costs and Depreciation of
Rs.175.76 Lakh for the current year against Profit before Financial Costs
and Depreciation of ^721.31 Lakh in previous financial year. Your
Directors are confident that execution of the orders on hand worth
Rs.5525 Lakh as on March 31, 2013 in the forthcoming financial year will
result in better financial performance of the Group in the forthcoming
financial year.
Directors
Mr. Z.P. Marshall and Mr. Ashwinder Bhel, Directors, retire by rotation
and being eligible offer themselves for re-appointment at the ensuing
Annual General Meeting.
Corporate Governance
The Company is continued to be in good compliance with Corporate
Governance requirements set in Clause 49 of Listing Agreement with
Stock Exchanges. The Corporate Governance Report is presented as a
separate section forming part of the Annual Report. The requisite
Certificate from the Auditors of the Company confirming the compliance
with the conditions of Corporate Governance as stipulated in Clause 49
of the Listing Agreement is annexed with the Report on Corporate
Governance.
Auditors
The auditors, M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants,
Hyderabad, hold office until conclusion of the ensuing Annual General
Meeting, have confirmed their eligibility and willingness to accept
office, if re-appointed.
Auditors'' Report
The Auditors'' observations under Emphasis of Matter of their Report
read with respective Explanatory Note of Notes on Financial Statements
referred therein are Self-explanatory and do not call for any further
information and explanations.
Deposits
The Company has not accepted any deposits from the Public under section
58A of the Companies Act, 1956 and as such, no amount of principal or
interest was outstanding as of the Balance Sheet Date.
Particulars of Employees
There are no employees who are, in receipt of remuneration of Rs.60 Lakh
or more per annum, if employed throughout the year or Rs.5 Lakh or more
per month if employed for a part of the year, falling within the
provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, during the year ended
31.03.2013.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended 31 st
March, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and that there are no material departures from the same;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the loss for the year
ended on that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The annual accounts for the year ended 31st March, 2013 have been
prepared on a going concern basis.
Employees Stock Option Scheme
The Compensation Committee of Board of Directors administers and
monitors the Employees'' Stock Option Scheme of the Company under name
"Alphageo ESOS 2008". The applicable disclosures as stipulated under
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 as at 31st March,
2013 are provided in Annexure to this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988, are:
a. Conservation of Energy : Not Applicable
b. Technology Absorption : NIL
c. Foreign Exchange Earnings and Outgo:
i. Activities relating to export, initiatives to increase exports,
Developments of New Export markets for Products and Services and Export
Plan:
The Company, primarily, continued to maintain focus on providing
seismic services in domestic markets.
ii. Total Foreign Exchange Earned and Outgo:
a. Total Foreign Rs. 263.07 Lakh Exchange Earned
b. Total Foreign Exchange Used:
For Capital Goods Rs. 1430.18 Lakh
For Others Rs. 25.58 Lakh
Total Rs. 1455.76 Lakh
Transfer of amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividends transferred to Unpaid Dividend Accounts of
the Company, which remain unclaimed for a period of seven years from
the date of such transfer, have been transferred to the Investor
Education and Protection Fund (IEPF) established by the Central
Government pursuant to Section 205( C) of the said Act.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amount lying
with companies) Rules, 2012, the Company has uploaded the details of
unclaimed amount of dividend as on 28th September, 2012 on the Ministry
of Corporate Affairs website.
Appreciation
Your Directors take this opportunity to thank the Shareholders,
Clients, Vendors, Service Providers and Bankers for their consistent
support to the Company. The Directors also wish to place on record
their appreciation of the sincere and dedicated services of the
employees for the working of the Company.
For and on behalf of the Board
Hyderabad Z.P. Marshall
01.08.2013 Chairman
Mar 31, 2012
THE DIRECTORS HAVE PLEASURE IN PRESENTING THEIR TWENTY FIFTH ANNUAL
REPORT AND AUDITED ACCOUNTS FOR THE FINANCIAL YEAR ENDED MARCH 31,
2012. THE FINANCIAL HIGHLIGHTS OF THE COMPANY ARE AS FOLLOWS:
Financial Results (Rs. in Lakhs)
Particulars 2011-12 2010-11
Revenue From Operations 2523.30 2086.21
Total Income 2723.50 2197.26
Operating Profit (PBIDT) 383.98 108.15
Finance Costs 52.08 45.52
Depreciation 891.79 1551.54
Profit / (Loss) Before Tax (559.89) (1488.91)
Provision for Tax (50.44) (223.02)
Profit / (Loss) After Tax (509.45) (1265.89)
Operational Performance
Revenue from operations for the year ended March 31, 2012 at Rs. 2523
Lakhs was higher by 21% as compared to Rs.2086 Lakhs for the previous
year. For the financial year ended March 31, 2012, Profit from
Operations was Rs.384 Lakhs, as compared to a profit of Rs. 108 Lakhs
for the previous year higher by 255%.
For the year ended March 31, 2012, the Company's Loss before Tax
stood at Rs. 560 Lakhs as compared to a Loss of Rs. 1,489 Lakhs in
the previous year, registering a recovery of 62%. The Loss after Tax
was Rs.510 Lakhs as compared to a Loss after Tax of Rs. 1,266 Lakhs in
the previous year. The EPS (basic) strengthened to negative Rs.9.92
from a negative Rs.24.65 in the previous year.
During the year under review, the Company has received new orders
valued at Rs.1946 Lakhs to supplement the unexecuted order position at
the beginning of the year of Rs. 2850 Lakhs. The unexecuted Order Value
as of March 31, 2012 stood at approx Rs. 2000 Lakhs.
During the year Alphageo could not achieve the targeted income due to
difficulties in the contract being executed in the North East. Due to
circumstances beyond its control prevailing in the north east region,
your Company has had to incur expenditure without any contributing
income for long periods of time when the crew has to remain idle.
However, Your company excelled in performing the remaining contracts
within the agreed time with the desired quality to the utmost
satisfaction of the clients.
On the cost side, the Company critically reviewed all areas however
small, maintained a strict financial discipline and eliminated all
inefficiencies. We continued to maintain our clear focus on operational
excellence.
Dividend
In order to plough back the resources for the operations of the
Company, no dividend is recommended for the year ended 31.03.2012.
Directors
Mr. A. Rajesh and Mr. P. K. Reddy, Directors, retire by rotation and
being eligible, offer themselves for re- appointment. The Board of
Directors of your Company at its meeting held on August, 10, 2012
recommended, their re-appointment as Non-Executive Directors of your
Company, liable to retire by rotation, for the approval of the members.
Your directors wish to inform that Dr. Avinash Chandra has resigned as
a Director of the Company with effect from 14.05.2012. Your directors
place their appreciation for the contributions made by Dr. Avinash
Chandra, during his tenure as director of the Company.
Management Discussion and Analysis Report and Corporate Governance
The Corporate Governance and Management Discussion and Analysis Report
form an integral part of this Report and are presented as separate
sections to this Annual Report. The Auditors' Certificate certifying
compliance with the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreement with Stock Exchanges is annexed with
the Report on Corporate Governance.
Auditors
The auditors, M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants,
Hyderabad (Firm Registration Number No. 002283S), retire at the
conclusion of the ensuing Annual General Meeting and have confirmed
their eligibility and willingness to accept office, if re- appointed.
Deposits
The Company has not invited any deposits from the Public under Section
58A of the Companies Act, 1956.
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of the Board of Directors) Rules, 1988, are set out as
Annexure-I in this report.
Subsidiaries
Your company, with a view to explore the business opportunities in the
international markets, had incorporated 2 subsidiaries - Alphageo
International Limited, a wholly owned subsidiary incorporated in Jebel
Ali Free zone Area in Dubai and a step down subsidiary Alphageo DMCC
incorporated in Dubai Multi Commodity Centre (DMCC). The Subsidiaries
have achieved a turnover of Rs. 1873 Lakhs and earned Profit before
depreciation of Rs. 335 Lakhs and Profit before Tax of Rs. 83 Lakhs for
the year ended 31st March, 2012
In accordance with the General Circular No. 2 and 3 dated 8th February
2011 and 21st February 2011 of The Ministry of Corporate Affairs,
Government of India, the financial statements and other documents of
the subsidiary companies are not being attached with the financial
statements of the Company. The Company makes available the Annual
Accounts of the subsidiary companies and the related detailed
information to any member on their written request to the Company who
may be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Corporate Office of the Company. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
Consolidated Financial Statements
In compliance with the Accounting Standard -21 on consolidated
financial statements and with the listing agreement with the stock
exchanges, the consolidated financial statements for year ended 31st
March, 2012 have been prepared and the same together with Auditors
Report thereon form part of this Annual Report.
The group performance for the year ended 31st March, 2012 has resulted
in an operational turnover of RS. 4393 Lakhs compared to 2963 Lakhs for
previous year ended 31st March, 2011. The Operational profit for the
current year was Rs. 721 Lakhs compared to Rs. 366 Lakhs for the
previous year. The Loss before tax for the current year is Rs. 476
Lakhs compared to Loss of 1309 Lakhs for the previous year. The
consolidated EPS for the current year is negative of Rs. 9.88 compared
to negative Rs. 21.84 for the previous year.
Alphageo has successfully completed its first international contract
during the year and is optimistic in procuring further contracts in the
coming years.
Particulars of Employees
There are no employees who are, in receipt of remuneration of Rs. 60
Lakhs or more per annum, if employed throughout the year or Rs. 5 Lakhs
or more per month if employed for a part of the year, falling within
the provisions of Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, during the year ended
31.03.2012.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there is no material
departure from the same;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the loss incurred for the
year ended 31st March, 2012;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Employees Stock Option Scheme
Your Company always believes that its human resources are its greatest
strength, which makes your Company a force to reckon with in the highly
competitive environment. The Company has an Employee Stock Option
Scheme viz. ESOS 2008, for the employees. Pursuant to the provisions of
Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, as amended, the required disclosures
regarding Employee Stock Options are set out as Annexure-II of this
report.
Appreciation
Your Directors take this opportunity to thank the Shareholders,
Customers, Suppliers, Bankers, Central and State Governments for their
consistent support to the Company. The Directors also wish to place on
record their appreciation of the sincere and dedicated services of the
employees for the working of the Company.
For and on behalf of the Board
Hyderabad Z.P. Marshall
10.08.2012 Chairman
Mar 31, 2010
The DIRECTORS TAKE PLEASURE IN PRESENTING THEIR TWENTY-THIRD ANNUAL
REPORT AND AUDITED ACCOUNTS FOR THE FINANCIAL YEAR ENDED MARCH 31,
2010. THE FINANCIAL HIGHLIGHTS OF THE COMPANY ARE AS FOLLOWS:
Financial results (Rs. in Lakhs)
Particulars 2009-10 2008-09
Total income 7,892.31 6,476.78
Operating profit (PBIDT) 3,284.88 2,861.87
Finance charges 100.31 238.69
Depreciation 1,652.28 1,654.34
Profit before tax 1,532.29 968.84
Provision for tax 559.57 373.37
Profit after tax 972.72 595.47
Profit brought forward from
previous year 2,976.36 2,500.54
Surplus available for appropriation 3,949.08 3,096.01
Appropriations
Proposed dividend 76.80 76.80
Corporate tax on proposed dividend 12.76 13.05
Transfer to general reserve 69.37 29.80
Balance of profit carried to balance
sheet 3,790.15 2,976.36
Company performance
The Company managed to turn in a satisfactory performance in a fairly
challenging environment and sustained a steady momentum of
profitability and growth. For the financial year ended March 31, 2010,
profit from Operations increased by 15% to Rs. 3,285 lakhs, as compared
to the previous year. Revenue from operations, rose by 23% to Rs. 7,833
lakhs for the year ended March 31, 2010 as compared to Rs. 6,388 lakhs
in the previous year. Alphageo received new orders, valued at Rs. 2,500
lakhs despite tough market conditions witnessed during the financial
year, as compared to Rs. 11,489 lakhs in the previous year.
For the year ended March 31, 2010, the Companys profit before tax
stood at Rs. 1,532 lakhs as compared to Rs. 969 lakhs in the previous
year, registering an increase of 58%. The profit after tax rose by 63%
and stood at Rs. 973 lakhs as compared to Rs. 595 Lakhs in the previous
year. The Unexecuted Order Value as of March 31, 2010 stood at Rs.
5,320 lakhs.
The Company secured three new contracts during the latter half of the
year under review comprising two contracts for 3D sesimic data
acquisition from Interlink Petroleum Limited and Selan Exploration
Technology Limited, both in Gujarat and a 2D seismic data acquisition
project in Assam from Essar Oil Limited.
During the year the Company executed six seismic data acquisition
contracts of which five were for aquisition of 3D seismic data.
Of the three contracts, awarded to the Company during the previous
year, two were completed for Hindustan Oil Exploration Corporation
Limited in Assam and ONGC Limited in Kaveri and 67% of 3D seismic data
acquisition was completed for Naftogaz (India) Private Limited in
Assam.
Of the three new contracts secured during the year, whilst acquistion
of 2D seismic data in Dheemaji, Assam for Essar Oil Limited and
acquisition of 3D seismic data for Interlink Petroleum Limited in
Gujarat were completed during the year, about 45% of 3D seismic data
acquisition was completed for Selan Exploration Technology Limited in
Gujarat.
On the cost side, we critically looked at all areas however small,
maintained a strict financial discipline and eliminated all
inefficiencies. Our clear focus on operational excellence has helped us
to keep our performance on track.
Appropriations
Dividend
Your directors are pleased to recommend a dividend of Rs. 1.50 per
share for the year ended March 31, 2010, to be appropriated from the
profits of the year 2009-10 subject to the approval of the shareholders
at the
ensuing Annual General Meeting. The dividend will be paid in accordance
with applicable regulations.
Transfer to reserves
Your directors propose to transfer Rs. 69.37 lakhs to the General
Reserves, leaving an un appropriated balance of Rs. 3,790.16 lakhs in
the Profit & Loss Account.
Directors
Mr. Z. P. Marshall and Mr. Ashwinder Bhel, directors, retire by
rotation and are being eligible, offer themselves for re-appointment.
The Board of Directors of your Company, at its meeting held on May 28,
2010 recommended for the approval of the members their re- appointment
as Non-Executive Directors of your Company, liable to retire by
rotation.
Management discussion and analysis report and Corporate Governance
The Corporate Governance and management discussion and analysis report
form an integral part of this report and are presented as separate
sections to this annual report. The Auditors certificate, certifying
compliance with the conditions of Corporate Governance as stipulated in
clause 49 of the Listing Agreement with Stock Exchange is annexed with
the report on Corporate Governance.
Auditors
The Auditors, M/s. P.V.R.K. Nageswara
Rao & Co., Chartered Accountants, Hyderabad, retire at the conclusion
of the ensuing annual general meeting and have confirmed their
eligibility and willingness to accept office, if re- appointed.
Deposits
The Company has not invited any deposits from the Public under Section
58A of the Companies Act, 1956.
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, are set out as
Annexure-I in this report.
Particulars of employees
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees forms
part of this report. However, as per the provisions of Section 219(1)
(b) (iv) of the Act, the report and accounts are being sent to the
shareholders of the Company excluding the particulars of employees
under Section 217(2A) of the Act. Any shareholder interested in
obtaining a copy of the said statement may write to the Company
Secretary at the Corporate Office of the Company.
Directors responsibility statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that,
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there is no material
departure from the same;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at the end of financial year and of the profits of the
Company for period;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Employees Stock Option Scheme
Your Company has always worked on
the idea that the greatest strength is its human resources and it is
this resource, which makes your Company a force to reckon with in the
highly competitive environment. Accordingly, the Company has instituted
an Employee Stock Option Scheme viz. ESOS 2008, for the employees
including Directors. Pursuant to the provisions of Clause 12 of SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, as amended, the required disclosures regarding
Employee Stock Options are set out as Annexure-II of this report.
Appreciation
The Directors place on record their appreciation for the contribution
made by the employees during the year towards the growth of the
Company. The Directors are grateful to the shareholders for their
continued trust and confidence reposed in the Company, and to its
suppliers, bankers, financial institutions and the Central and State
governments for their consistent support extended to the Company. The
Board thanks the valued clients of the Company for their support and
confidence, and looks forward to continuance of this mutually
supportive relationship.
For and on behalf of the Board
A. Dinesh
Managing Director
Place: Hyderabad
Date: 28.05.2010
Mar 31, 2000
The Directors are pleased to present their Thirteenth Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2000.
FINANCIAL RESULTS :
1999-2000 1998-99
Rs. Rs. Rs. Rs.
Profit/(Loss) before
Finance charges and Depreciation (64,33,488) 56,62,525
Less: Finance Charges 1,35,92,854 1,16,49,947
Depreciation 1,01,52,467 1,04,61,219
2,37,45,321 2,21,11,166
Loss before tax (3,01,78,809) (1,64,48,641)
Less: Income tax adjustments
of earlier year 3,176 --
Loss after tax (3,01,75,633) (1,64,48,641)
Add/Less: Profit/(Loss)brought
forward (1,31,42,016) 33,06,625
Balance of Loss carried to
Balance Sheet (4,33,17,649) (1,31,42,016)
OPERATIONS :
Your Directors wish to inform that your Company has acquired a gross
income of Rs. 133.01 lakhs as against Rs. 181.82 lakhs for the previous
year. During the year, your Company has incurred a loss of Rs. 64.33
lakhs (before providing for Interest and Depreciation of Rs. 237.45
lakhs) as compared to a profit of Rs. 56.62 lakhs (before providing for
Interest and Depreciation of Rs. 221.11 lakhs) during the previous
year.
During the year under review, the Company was operating the three
Reservoir Parties for ONGC Western Region at Ahmedabad and Mehsana.
BUSINESS PLAN :
The Contract with ONGC for conducting Reservoir Data Acquisition in
Ahmedabad has been completed in April, 2000. The First Phase of the
Reservoir Operations at Mehsana are scheduled to be completed by
October, 2000.
Your Company has prepared the data packages for sale for the NELP 2000
round of bidding for exploration blocks. It is making all efforts to
market this data to all prospective clients.
The year 2000-01 is expected to see the entry of more Private Companies
in the Oil Exploration Sector. Your Company has already started
rendering seismic data processing services to a few of them. It is
hopeful that it will be able to take up some Onland Seismic Survey
works for these Private Companies.
DIRECTORS :
Two Directors namely Sri S. RAVULA REDDY and Sri U.V. WARLU will retire
by rotation as Directors at the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment.
AUDITORS REPORT :
With reference to the comments of Auditors in respect of recoverability
of Rs. 152.36 lakhs from Sundry Debtors, your Directors are confident
of recovering the amounts and do not foresee any difficulty in
collecting the amounts.
DEPOSITS :
Your Directors have to report that there were no deposits at the year
end which fell due but not paid.
AUDITORS :
The Auditors, M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants,
Hyderabad retire and are eligible for reappointment.
DISCLOSURE OF PARTICULARS :
Information as per the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 relating to Conservation of
Energy, Technology absorption, Foreign Exchange earnings and outgo are
given in Annexure I forming part of this report.
EMPLOYEES :
Your Directors wish to inform you that during the year there was no
employee who was in receipt of remuneration of more than Rs. 6.00 lakhs
per annum if employed through out the year or more than Rs. 50,000/-
per month if employed for any part of the year.
ACKNOWLEDGEMENTS :
Your Directors place on record their appreciation of the cooperation
and support extended by the Industrial Credit and Investment
Corporation of India Limited, Industrial Finance Corporation of India
Limited, ICICI Venture Funds Management Company Limited and State Bank
of India and also place on record their appreciation of the services
rendered by all the Executives, Staff and Workmen of the Company
through out the year.
For and on behalf of the Board
HYDERABAD U.V. WARLU
31-07-2000 CHAIRMAN
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