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Directors Report of Alpha Geo (India) Ltd.

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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