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Directors Report of Aban Offshore Ltd.

Mar 31, 2015

Dear Members,

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

1. FINANCIAL RESULTS

Particulars Rs. in Millions Standalone

For the year ended

31st March, 31st March, 2015 2014

Income from Operations 7,597.52 8,199.44

Other Income 584.75 443.65

Less Expenditure 3,784.78 4,362.26

Profit before Interest and Depreciation 4,397.49 4,280.83

Less Interest 930.15 1,784.67

Less Depreciation 805.77 417.90

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

Provision for Tax 618.00 442.28

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

Provision for Deferred Tax 137.37 220.89

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

Share in earnings of Joint Ventures - -

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

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

Available for appropriation 7,794.98 6,851.24

Transfer to Capital Redemption Reserve 200.00 270.00

Transfer to General Reserve - 180.43

Equity Dividend Paid 48.04 -

Tax on Equity Dividend 8.16 -

Proposed Dividend - Preference 263.57 281.00

Proposed Dividend- Equity 207.92 156.66

Tax on Dividend - Preference 53.95 47.76

Tax on Dividend - Equity 42.56 26.62

Balance Carried forward 6,970.78 5,888.77



Particulars Rs. in Millions Consolidated

For the year ended

31st March, 31st March, 2015 2014

Income from Operations 40,408.38 39,362.55

Other Income 443.59 308.62

Less Expenditure 16,620.26 17,323.60

Profit before Interest and Depreciation 24,231.71 22,347.57

Less Interest 10,910.02 11,406.25

Less Depreciation 5,979.52 5,483.77

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

Provision for Tax 1,802.33 1,712.77

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

Provision for Deferred Tax 135.25 221.65

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

Share in earnings of Joint Ventures 44.82 18.36

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

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

Available for appropriation 20,661.28 16,174.33

Transfer to Capital Redemption Reserve 200.00 270.00

Transfer to General Reserve - 180.43

Equity Dividend Paid 48.04 -

Tax on Equity Dividend 8.16 -

Proposed Dividend - Preference 263.57 281.00

Proposed Dividend- Equity 207.92 156.66

Tax on Dividend - Preference 53.95 47.76

Tax on Dividend - Equity 42.56 26.62

Balance Carried forward 19,837.08 15,211.86

2. PERFORMANCE

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

3. CHANGES IN SHARE CAPITAL

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

4. SUBSIDIARY COMPANIES

INDIAN

Aban Energies Limited

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

Radhapuram Wintech Private Ltd

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

Aban Green Power Private Ltd

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

INTERNATIONAL

All the subsidiaries are performing satisfactorily.

5. CONSOLIDATION OF ACCOUNTS

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

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

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

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

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

6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

7. DIVIDEND

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

8. DIRECTORS

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

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

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

9. DISCLOSURES UNDER COMPANIES ACT, 2013:

1. Extract of Annual Return:

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

2. Number of Board Meetings:

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

3. Constitution of Committees:

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

4. Role of Audit Committee:

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

5. DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

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

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

5. Policy on Director's Appointment and Remuneration:

I. Appoinment

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

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

(b) Positive attributes of Independents Directors:

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

(c) Independence of Independent Directors:

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

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

Non Executive Directors :

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

Managing Director & Key Managerial Personnel and other employees

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. Corporate Social Responsibility initiatives taken during the year

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

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

12. Board Evaluation

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

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

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

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

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

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

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

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

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

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

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

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

18. Internal financial control:

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

19. STOCK EXCHANGES

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

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

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

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

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

22. AUDITORS

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

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

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

23. ADDITIONAL DISCLOSURES

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

24. PARTICULARS OF EMPLOYEES

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

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

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

Foreign exchange earnings and outgo (Rs. in millions)

2014- 15 2013-14

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

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

26. CORPORATE GOVERNANCE

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

27. COMPLIANCE CERTIFICATE

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

28. ACKNOWLDEGEMENTS

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

For and on behalf of the Board

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




Mar 31, 2014

Dear Members,

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

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions

Standalone Consolidated

For the year ended

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

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

Other Income 443.65 490.85 308.62 260.68

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

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

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

Less Depreciation 417.90 491.31 5,483.77 4,909.47

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

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

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

Provision for Deferred Tax 220.89 118.95 221.65 118.96

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

Share in earnings of Joint Ventures - - 18.36 25.07

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

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

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

Transfer to Capital Redemption Reserve 270.00 - 270.00 -

Transfer to General Reserve 180.43 - 180.43 -

Proposed Divided - Preference 281.00 275.07 281.00 275.07

Proposed Dividend-Equity 156.66 156.66 156.66 156.66

Tax on Dividend – Preference 47.76 46.75 47.76 46.75

Tax on Dividend – Equity 26.62 26.62 26.62 26.62

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

2. PERFORMANCE

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

3. CHANGES IN SHARE CAPITAL

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

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

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

Radhapuram Wintech Private Ltd

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

INTERNATIONAL

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

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

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

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

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

6. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

7. DIVIDEND

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

8. DIRECTORS

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

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

9. DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the Profit of the Company for the year under review.

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

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

10. STOCK EXCHANGES

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

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

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

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

11. AUDITORS

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

12. ADDITIONAL DISCLOSURES

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

13. PARTICULARS OF EMPLOYEES

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

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

A. Conservation of Energy

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

B. Research and development

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

C. Technology absorption, adoption and innovation

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

15. CORPORATE GOVERNANCE

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

16. COMPLIANCE CERTIFICATE

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

17. ACKNOWLEDGEMENTS

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

For and on behalf of the Board

C. P. Gopalakrishnan Reji Abraham

Deputy Managing Director, CFO & Secretary Managing Director

Place: Chennai Date : May 28, 2014


Mar 31, 2013

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

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions

Standalone Consolidated

For the year ended

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

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

Other Income 490.85 758.85 266.63 657.66

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

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

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

Less Depreciation 491.31 986.10 4,909.47 5,160.41

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

Provision for Tax (136.83) - 1,299.28 818.75

Fringe Benefit Tax - - - -

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

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

Share in earnings of Joint ventures - - 25.07 -

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

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

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

Transfer to Capital Redemption Reserve - - - -

Transfer to General Reserve - - - -

Proposed Divided - Preference 275.07 252.24 275.07 252.24

Proposed Dividend- Equity 156.66 156.66 156.66 156.66

Tax on Dividend - Preference 46.75 40.92 46.75 40.92

Tax on Dividend - Equity 26.62 25.41 26.62 25.41

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

2. PERFORMANCE

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

3. CHANGES IN SHARE CAPITAL

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

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

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

Radhapuram Wintech Private Ltd

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

INTERNATIONAL

Merger of Sinvest AS with Aban International Norway AS:

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

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

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

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

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

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

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

6. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

7. DIVIDEND

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

8. DIRECTORS

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

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

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

9. DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

10. STOCK EXCHANGES

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

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

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

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

11. AUDITORS

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

12. ADDITIONAL DISCLOSURES

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

13. PARTICULARS OF EMPLOYEES

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

A. Conservation of Energy

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

B. Research and development

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

C. Technology absorption, adoption and innovation

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

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

15. CORPORATE GOVERNANCE

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

16. COMPLIANCE CERTIFICATE

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

17. ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Place: Chennai C. P. Gopalakrishnan Reji Abraham

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


Mar 31, 2012

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

1. FINANCIAL RESULTS

Particulars Rs. Millions Rs. Millions Standalone Consolidated

For the year ended

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

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

Other Income 758.85 765.70 657.66 259.81

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

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

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

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

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

Less Exceptional Items - - - 3,372.87

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

Provision for Tax - 1,360.00 818.75 2,674.58

Fringe Benefit Tax - - - -

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

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

Share in earnings of Joint Ventures - - - 665.41

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

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

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

Transfer to Capital Redemption Reserve - 500.00 - 500.00

Transfer to General Reserve - 240.00 - 240.00

Proposed Divided

- Preference 252.24 278.90 252.24 278.90

Proposed Dividend- Equity 156.66 156.66 156.66 156.66

Tax on Dividend - Preference 40.92 45.24 40.92 45.24

Tax on Dividend - Equity 25.41 25.41 25.41 25.41

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

2. PERFORMANCE

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

3. CHANGES IN SHARE CAPITAL

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

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

4. SUBSIDIARY COMPANIES INDIAN

Aban Energies Limited

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

INTERNATIONAL

All Rigs are under contract and are performing well

5. CONSOLIDATION OF ACCOUNTS

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

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

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

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

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

6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

7. DIVIDEND

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

8. DIRECTORS

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

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

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

9. DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

10. STOCK EXCHANGES

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

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

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

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

11. Auditors

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

12. Additional Disclosures

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

13. Particulars of employees

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

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

A. Conservation of Energy

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

B. Research and development

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

C. Technology absorption, adoption and innovation

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

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

15. Corporate Governance

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

16. Compliance Certificate

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

17. Acknowledgements

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

For and on behalf of the Board

Place: Chennai Reji Abraham P.Murari

Date : 30.05.2012 Managing Director Vice Chairman

 
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