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Directors Report of Asian Oilfield Services Ltd.

Mar 31, 2016

Board''s Report

To the Members,

Your Directors are pleased to present the 23rd Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2016.

Financial Results :

The Company''s financial performance, for the year ended March 31, 2016 is summarized below:

(Rupees in Lacs)

Particulars

Consolidated

Standalone

2015-16

2014-15

2015-16

2014-15

Gross Income

10,619.18

14,738.16

1,461.08

834.33

Profit / (Loss) before Interest, Depreciation and Tax

346.74

103.88

(1,616.65)

(425.52)

Operating Profit / (Loss) before Depreciation and

Interest

(2,367.40)

(2,361.76)

(2,003.20)

(1731.9)

Depreciation

1,777.81

1,810.89

599.05

608.98

Profit/(Loss) before interest, tax and exceptional

items

(1,431.06)

(1,707.01)

(2,215.70)

(1034.5)

Interest

1,089.18

945.25

542.76

596.69

Profit/(Loss) before tax and exceptional items

(2,520.25)

(2,652.26)

(2,758.46)

(1631.19)

Exceptional items

-

44.92

-

44.92

Tax expenses

185.31

3.90

181.14

0

Net Loss after tax and exceptional items for the period from continuing operations

(2,705.55)

(2,701.08)

(2,939.60)

(1676.1 1)

Dividend :

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

Transfer to Reserves :

The Company does not propose to transfer any sum to the General Reserve in view of loss.

Company''s Performance :

On consolidated basis, revenue from operations for the financial year 2015-16 stood at Rs.7766.76 Lacs which was lower by 44.85% over last year (Rs.14,083.30 Lacs in 2014-15). Overall operational expenses for the year have lowered down to Rs.11,911.97 Lacs, against Rs.16,445.17 Lacs in the previous year resulting Operating Loss of Rs.4145.21 Lacs, against Rs.2,361.87 Lacs in the previous year. Net Loss for the year stood at Rs.2705.55 Lacs as against Rs.2,701.08 Lacs of loss, in the previous year.

On standalone basis, revenue from operations for the financial year 2015-16 is Rs.936.26 Lacs which has increased as 5 times over last year (Rs.136.93 Lacs in 2014-15) whereas

Overall operational expenses for the year rose to Rs.3538.51 Lacs, against Rs.1,868.83 Lacs in the previous year resulting Operating Loss was Rs.2602.25 Lacs, against Rs.1,731.90 Lacs in the previous year. Net Loss (excluding exceptional item) for the year at Rs.2939.60 Lacs as against Rs.1,676.1 1 Lacs, of loss, in the previous year.

Subsidiary Companies and Consolidated Financial Statements :

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Subsidiary Companies :

The Company has 2 subsidiaries as on March 31, 2016. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of business of the subsidiaries.

The Consolidated Financial Results reflect the operations of the two subsidiaries viz. Asian Oilfield & Energy Services DMCC and AOSL Petroleum Pte. Ltd.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed as Annexure A. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are kept at the Registered Office of the Company and are available on the website of the Company.

Performance of Subsidiaries :

Asian Oilfield & Energy Services DMCC, Dubai

During the year, net sales of Asian Oilfield & Energy Services DMCC decreased from Rs.139.46 Crores in the previous year to Rs.68.31 Crores during the year 2015-16. However, it generated Net Loss of Rs.5.41 Crores, against Net Profit of Rs.9.23 Crores in the previous year.

Asian Oilfield & Energy Services DMCC has been exploring opportunities in select countries in the MEA Region, which would have huge opportunities in the field of Oil and Gas exploration

AOSL Petroleum Pte. Ltd.

During the year AOSL Petroleum Pte. Ltd. registered no income and has caused Net Loss of Rs.2.98 Crores, against net Loss of Rs.1.17 Crores in the previous year.

Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

Related Party Transactions :

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of Company''s business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (www.asianoilfield.com ).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standard -AS18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure B to this report.

Directors'' Responsibility Statement :

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. They 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 March 31, 2016 and of the loss of the Company for the year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a ''going concern'' basis ;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel :

During the year under review, following changes occurred in the position of Directors/ KMPs of the company.

Directors :

During the year under review Mr. ACM ceased to be Director of the Company on resignation from November 9, 2015.

Events Occurred after closure of Financial Year till the date of Board Report

Mr. Ashwin Madhav Khandke, Wholetime Director and Mr. Rahul Talwar, Group CEO ceased to be Directors of the Company on resignations from April 21, 2016 and May 7, 2016 respectively.

Whereas Mr. Gautam Gode, Mr. Sanjay Bhargava, Mr. Vikram Ranjan Agawal and Ms. Sapna Kalantri, the Directors representing erstwhile Promoter viz. Samara Capital Partners Fund I Ltd. , ceased to be directors of the Company on resignations from August 5, 2016.

Mr. Rohit Agarwal, who was appointed as an Additional Director with effect from August 5, 2016 and was appointed as Whole time Director for a period of 3 (three) years from August 5, 2016, subject to the approval of the Shareholders.

Mr. Rabi Narayan Bastia, the Independent Director has become the Promoter Director of the Company due to his association with Oilmax Energy Pvt. Ltd., the new promoter of the Company, with effect from the date of Board Meeting held on August 5, 2016. Mr. Rabi Bastia retires by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel :

During the year under report, the following persons were Key Managerial Personnel of the Company :

1. Mr. Ashwin Madhav Khandke, Wholetime Director

2. Mr. Sandeep Bhatia, Chief Financial Officer (w.e.f. May 21, 2015 to August 11, 2015)

3. Mr. Sachin Aggarwal, Chief Financial Officer (w.e.f. August 11, 2015 to September 17, 2015)

4. Ms. Kanika Bhutani, Company Secretary and Compliance Officer

Declaration by Independent Directors :

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

However Mr. Rabi Narayan Bastia, the Independent Director have become the Promoter Director of the Company due to his association with Oilmax Energy Pvt. Ltd., the new promoter of the Company, with effect from the date of Board Meeting held on August 5, 2016.

Board Evaluation :

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

Familiarization Programme for the Independent Directors :

In Compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report.

Policy on Directors'' appointment and Remuneration and other details :

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board''s report.

Number of Meetings of The Board :

Six meetings of the Board were held during the year on May 21, 2015 (adjourned Board Meeting held on May 29, 2015), August 11, 2015, September 28, 2015, November 6, 2015, December 11, 2015 and February 10, 2016. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Audit Committee :

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Material changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the report :

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on March 31, 2016 and the report dated August 11, 2016.

Management Discussion and Analysis :

In terms of the provisions of Regulation 34 of the SEBI Listing Obligations And Disclosures Requirements Regulation (SEBI LODR) 2015, the Management Discussion and Analysis has been given separately and forms part of this report.

Risk Management :

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act and Regulation 21 of SEBI (LODR) Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Company''s objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part Risk Management process are linked to the audit.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight i n the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Internal Financial Control Systems and their adequacy :

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The Company has M/s. S.P. Chopra & Co. the Firm of Chartered Accountants as an Internal Auditor which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

Corporate Social Responsibility (CSR) :

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

For the Company, Social Responsibility is a key element of accountability and it will continue to strive in its behavior and actions to surpass the levels of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

The CSR policy of the Company is placed on the website of the Company www.asianoilfield.com.

However, in view of loss, the Company has not pursued any initiative on CSR activities.

Safety, Environment and Health :

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring , not only the safety of employees but surrounding population of the project sites as well.

Policy on prevention, prohibition and redressal of Sexual Harassment at workplace :

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

Vigil mechanism/ whistle blower policy :

There is a Whistle Blower Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.asianoilfield.com.

Significant and material orders passed by the regulators or courts :

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Corporate Governance

As per SEBI Listing Regulations, corporate governance report with Practicing Company Secretaries Certificate thereon and management discussion and analysis are attached, which form part of this report.

Human Resources :

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Deposits from Public :

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo :

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are

a. Conversation of Energy : Not Applicable

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

(Amount in Rs.)

Sr.

No.

Particulars

2015-16

2014-15

a.

Foreign Exchange Earnings Seismic Survey

Nil

Nil

and other related Charges

Interest on loan to

19,828,173

36,545,901

b.

Subsidiary

Foreign Exchange outgo towards

Travelling

1,309,892

2,370,436

expenses

Capital goods

126,846,264

Nil

Revenue Payment

Nil

Nil

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure C forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

Auditors :

(1) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Walker Chandiok & Co. LLP, (WCC) Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 22nd Annual General Meeting (AGM) of the Company held on 28th September, 2015 till the conclusion of the 27th AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. Members are requested to consider the ratification of the appointment of WCC and authorize the Board of Directors to fix their remuneration. WCC have submitted a certificate, confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

A) The existing Auditors in their Report to the members, have given one qualified opinion in their Report reading as under;

"As stated in Note 38 to the accompanying standalone financial statements, the Company''s trade receivables, short-term loans and advances and long-term loans and advances as at March 31, 2016 include H60.12 million, H53.28 million and H12.87 million respectively (as at March 31, 2015: H35.65 million, H102.11 million and H18.12 million respectively) being considered good and recoverable by the management. However, in the absence of sufficient appropriate evidence, we are unable to comment upon the recoverability of the aforesaid trade receivables, short-term loans and advances and long- term loans and advances and the consequential impact, if any on the accompanying standalone financial statements. The predecessor auditor''s report on the financial statements for the year ended March 31, 2015 was also qualified in respect of this matter"

In response thereto, your Board of Directors wishes to state that the Management of your Company is doing regular efforts to recover the money and in view of the response being received, these amount of dues appear to be recoverable.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The Secretarial Audit Report is annexed as Annexure D.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to Point No.1

Your company is law abiding entity, and filed the necessary forms & returns with the Registrar of Companies / MCA in time, however there was delay of 5 days which caused due to non-availability of signatory Director.

Response to Point No. 2

Despite of proper search made for suitable candidate for the position of Chief Financial Officer, press releases for the situation vacant were given in leading national newspapers, engagement with Recruitment Agencies were made, interviews of many candidates were taken by the Management but the Company was not able to find and recruit a new CFO, as per the Company''s requirements, within the time prescribed.

However the Company has selected suitable candidate for the position of CFO of the Company who will join the services from September 1, 2016.

Share Capital :

The paid up Equity Share Capital as on March 31, 2016 was H22.32 Crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Extract of Annual Return :

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure E in the prescribed Form MGT-9, which forms part of this report.

Acknowledgement :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

On behalf of the Board of Directors

Gurgaon, Naresh Chandra Sharma

August 11, 2016 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 21st Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014:

1. Consolidated Financial Highlights:

(Rs. in millions) Particulars 31 March, 2014 31 March, 2013

Gross Income 1,252.98 559.96

Operating Profit before Depreciation and Interest 9.95 30.00

Depreciation 141.45 88.17

Profit/(Loss) before interest, tax and exceptional items (131.50) (58.17)

Interest 94.69 31.86

Profit/(Loss) before tax and exceptional items (226.19) (90.03)

Exceptional items 7.82 13.84

Tax expenses 0.25 (0.92)

Net Loss after tax and exceptional items for the period from continuing operations 234.27 102.95

2. Dividend

In view of loss incurred, the Board regrets its inability to recommend payment of dividend to the shareholders.

3. Credit Rating

CRISIL has revised its rating for the Company on the long term Bank facilities to ''Stable'' from ''Negative'' while re- affirming the rating at BB for long term Bank facility and A4 for short term Bank facility. Strong credit rating by leading credit rating agency reflect the Company''s financial discipline and prudence.

4. Operations in Retrospect

During the year under review, consolidated revenue from operation increased to Rs. 1252.98 million as against Rs. 555.96 million in the corresponding period of the previous year. Loss before tax stood at Rs. 226.21 million as compared to Rs. 90.03 million in the previous year, whereas the loss after tax rose to Rs. 234.27 as compared to loss of Rs. 102.95 million registered in the previous year.

5. Operational highlights

During the financial year 2013-14, Asian Oilfield has made significant gains in terms of execution of its strategy to grow the overseas business. We were awarded our first large 3 D job in Kurdistan in Northern Iraq. During the execution on this contract, Asian achieved a few significant milestones and also created a world record that was acknowledged by our customers. Some of the notable achievements include:

a. Deployment of Asian Oilfield''s largest ever 3D crew.

b. First ever Vibroseis operation.

c. First ever Crew outside of the US to deploy in excess of 4000 real time wireless remote units.

d. Holder of the world record for the largest active Real time Spread ever deployed by any Seismic company.

In India, the activity continued to be low and sporadic. Asian Oilfield continued its Job Services Contract for ONGC in Western India.

After the successful Completion of the 3D work, additional 2D Vibroseis work was awarded by Gazprom and this was successfully completed in the third quarter of 2013.

In the Last quarter of 2013, a significant 3D project was awarded to AOSL in OIL SEARCH in Kurdistan, to acquire over 500 Square Kms of 3D data. Preparations are underway to complete the mobilisation and commence operations. This survey will further challenge the capabilities of AOSL and its success will go a long way in establishing us a major regional player in the Middle East and South Asian Region.

6. Future Outlook

There have been a few interesting developments in the global landscape. With the success in gas production in shale and the also in the Gulf of Mexico, US has been steadily reducing its dependency on imports and the trend line is very clear. Since 1949, for the very first time, US has become a net exporter of Petroleum Products in 2011.

Due to the ''Arab Spring'', there have been disruptions in the production levels of the North African countries such as Libya, Algeria and Egypt. The political disruptions have slowed down the onshore exploration activity and the major Oilfield services companies have significantly reduced their operations. Iraq continues to be unstable and has experienced disruption in its exploration activities.

Kurdistan, in North Iraq, has managed to maintain peace and calm in the region under its control. This has led to a rise in the seismic programs being tendered.

The tentative uptick of economic activity in the US and Europe is unlikely to push up crude oil prices significantly. Moderating growth in China could put downward pressure on crude prices. In absence on any adverse geopolitical event, average monthly crude prices are likely to trend lower than the average price in last 12 months.

However, Organisation of Petroleum Exporting Countries (OPEC) may lower its output as it has done in the past, in the face of moderation in crude price. While global crude prices could slip below USD100/bbl in some instances, it is unlikely to remain at such levels for a sustained period. Hence, there appears to be stability in the short to medium term scenario.

In line with our strategy, AOSL in the Middle East market is aggressively looking to consolidate its position in Iraq and Egypt. The aim is to strengthen our presence in Iraq and sequentially grow the business by optimal utilisation of existing assets. However, given the volatile nature of the Middle East region, we are also planning to diversify into East African and south / Far East markets.

In the Post Election India, there are signs of the exploration picking up pace. This could result in a higher than normal exploration activity and could potentially spur the demand for good quality seismic services in the onshore domain. We have established a strong sales and Operations team in India to ensure that we are ready to take advantage of any the growing exploration activity.

7. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

8. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The Company''s HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The Company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate.

The Company''s commitment to excellence in HSE is embedded in the Company''s core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

9. Consolidated Financial Statement

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

10. Subsidiaries

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management''s Discussion and Analysis 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. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

11.Board of Directors:

In terms of Section 152 of the Companies Act, 2013 and in terms of Article 125 of Articles of Association of the Company, Mr. Sanjay Bhargava, Director retires at the ensuing Annual General Meeting. The Company has received requisite notice in writing from members proposing Mr. Sanjay Bhargava for appointment as Director of the Company.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Rabi Narayan Bastia as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

The Board of Directors at their meeting held on 12th August, 2014 appointed Mr. Ashwin Madhav Khandke as an Additional Director on the Board in terms of Section 152 of the Companies Act, 2013 read with Article No. 114 of Articles of Association of the Company. Mr. Ashwin Madhav Khandke holds office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing along with deposit from members proposing Mr. Khandke for appointment as a Director of the Company.

Mr. Ashwin Madhav Khandke is also appointed as Wholetime Director of the Company for a further period of 3 years with effect from 12th August, 2014 and the necessary resolution in this regard is being proposed at the ensuing Annual General Meeting for the approval of the members.

A brief note on Directors retiring by rotation and eligible for appointment and re-appointment as a Director as well as Independent Directors being appointed, is furnished in the Report on Corporate Governance.

12. 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 March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and 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 March 31, 2014 and of the Loss of the Company 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 Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

13. Management''s Discussion and Analysis Report

Management''s 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.

14. Auditors and Auditors'' Report

Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letters from all of them to the effect that their re - appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

15. Secretarial Audit Report

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Jayesh Vyas, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, the 98 sections of the Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No. S.O. 2754(E) dated September 12, 2013, the Securities Contracts (Regulation) Act,1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI) and Foreign Direct Investment (FDI), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreement with the BSE Limited and the Memorandum and Articles of Association of the Company.

16. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988, are provided in Annexure II to this Report.

17. Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

18. Listing of Securities:

The Company''s equity shares are listed on the BSE Limited. The annual listing fee for the financial year 2013-14 has been paid to BSE.

19. Insurance:

All the properties of the Company are adequately insured against fire and other risks.

20. Appreciations:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company

For and on behalf of the Board,

Date: 12.08.2014 Naresh Chandra Sharma Place: Mumbai Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report and the audited accounts for the year ended March 31, 2013:

1. Financial Highlights [Rupeesin millions]

March 31, 2013 March 31, 2012

Gross Income 544.34 458.05

Operating Profit/(Loss) before Depreciation and Interest 38.19 (16.75)

Depreciation 88.14 85.15

Profit before interest, tax and exceptional items (49.95) (101.90)

Interest 30.67 23.44

Profit/(l_oss) before tax and exceptional items (80.62) (125.34)

Exceptional items 13.84 7.39

Tax expenses (0.92) (42.29)

Net Loss after tax and exceptional items for the period from 93.54 90.44 continuing operations

2. Dividend

In view of the losses incurred, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect

During the year under review, revenue from operations increased by 18.84% to Rs.544.34 million as against Rs.458.05 million in the corresponding period of the previous year. The Company''s loss before tax stood at Rs.80.62 million as compared to a loss of Rs.125.34 million in the previous year, whereas the Loss after Tax rose to Rs.93.54 million as compared to a loss of Rs.90.44 million registered in the previous year.

4. Operational highlights

During the year under review, the Company secured two contracts in India - one from GeoEnpro for carrying out 3D seismic data acquisition in its operational block in Arunachal Pradesh and from ONGC for seismic job services in their operational block in Gujarat. The Company executed 7 projects during the period under review, comprising three for seismic data acquisition in Arunachal Pradesh, Manipur and Tripura, two for job services in Gujarat, one for CBM coring in Madhya Pradesh, two for mineral drilling in Rajasthan and Tamil Nadu. Four projects were completed during the year and three projects were under execution at the year-end, two of which is expected to be completed in the first and last quarter of financial year 2013-14. The projects completed during the year included a seismic data acquisition project in Tripura for Jubilant, CBM coring for Reliance Industries in Madhya Pradesh and mineral drilling for zinc in Rajasthan and uranium in Tamil Nadu for Hindustan Zinc Limited and ONGC, respectively.

5. Future Outlook

The Indian economy started off in 2012 with a lot of promise continuing the high growth of the previous years.

However, weaker currency, higher domestic inflation, high interest rates, weak external demand and risk adverse sentiments have prevented the emerging and developing economies from returning to a higher growth trajectory.

The economic slowdown persisting for last couple of years continued in the year 2012. The Indian economy grew at its slowest pace in a decade in 2012-13. Data released by the Central Statistical Organization (CSO) showed that the economy grew 5% in 2012- 13, compared to 6.2% expansion in the previous year. It was in line with the advanced estimates of the government in its mid-year Economic Review, released earlier where it had indicated estimated growth ranging between 5.7% and 5.9%.

Global economic slowdown, depressed sentiments, high interest rates, moderation in credit growth and a deceleration in growth of investment also contributed to the reduction in growth of industrial sector.

Improvement in investment climate is a pre-requisite for economic recovery. Several measures are expected to be announced that will boost investment, reduce inflation and fiscal deficit.

There has been a modest improvement in the global financial condition ensuring reduced short term risks; however, the overall financial climate has not picked up the momentum of recovery. From a global outlook, the US experienced a moderate growth, while the Eurozone continued to be in a vulnerable position with high risks of banking system meltdown and unresolved debt crisis issues. The emerging economies such as the BRIC countries did not pace up to last fiscal year''s growth; however, other emerging nations including developing Asia showed promising growth.

Despite the fragile economic environment, the Indian Oil & Gas Sector is poised for growth.

Energy is essential for economic growth and, in the absence of viable alternatives in the foreseeable future, demand for petroleum products is expected to rise. On the demand side, over the past few years, we have observed the progressive shift in oil demand away from OECD (Organization for Economic Co- operation and Development) countries towards non-OECD countries led by Asian countries. For the first time, during the next calendar year, i.e. 2013, it is expected that non-OECD oil demand will overtake OECD demand led by strong demand growth for petroleum products from the Chinese, Middle Eastern and Indian economies.

On the supply side, OECD has been registering steady growth with increase in Canadian and US production. The reduction in Iranian production is largely taken care of by increase in production from Libya, Iraq and Saudi Arabia.

The oil and gas sector in India is a critical component of the country''s economy, accounting for 15 per cent of the country''s gross domestic product (GDP). Economic growth is directly linked with energy demand, and a conservative estimate of 7 per cent growth is expected to double India''s per capita energy consumption from 560 kilograms of oil equivalent (kgoe) in FY10to 1,124 kilograms of oil equivalent (kgoe) by FY32. As oil and gas is one of the main sources to meet the required demand for energy in India, its demand is forecast to rise further.

Whilst the strong demand and import dependency makes it imperative for India to focus on increasing the production, the oil & gas sector will to encounter a challenging environment during the next financial year as well. The present economic environment provides for a far more muted growth rate and profitability in comparison to the heydays that the industry had witnessed a few years back.

6. Board of Directors:

Mr. Avinash Manchanda and Mr. N.C. Sharma are retiring by rotation and being eligible, offer themselves for reappointment.

A brief note on Directors being appointed / re-appointed are furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered into with Bombay Stock Exchange Ltd.

7. Directors'' Responsibility Statement:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that

i) the applicable accounting standards have been followed in the preparation of the annual accounts.

ii) accounting policies have selected and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company''s state of affairs at the end of the financial year, 2012-13 and of the loss of the Company for the year under review.

iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company''s Assets and preventing and detecting fraud and other irregularities.

iv) the Annual Accounts have been prepared on a ''going concern'' basis.

8. Management Discussion and Analysis:

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report are given separately, forming part of this Report.

9. Corporate Governance:

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

10. Report on Corporate Social Responsibility:

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management''s commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company has a stringent policy of ''safety for all'', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The company''s HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company''s commitment to excellence in HSE is embedded in the company''s core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Companies and Consolidated Financial Statements:

The Company has three Wholly Owned Subsidiary Companies under the name of AOSL Petroleum Pte. Limited, Singapore; Asian Offshore Pvt. Ltd., India and Asian Oilfield and Energy Services DMCC, Dubai. There has been no material change in the nature of business of the subsidiary companies. A statement containing brief financial details of the subsidiary companies, are included in the Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd. and Companies Act, 1956, a Consolidated Financial Statement of the Company and its subsidiaries, are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act").

These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2013, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary companies to any member on demand.

13. Dematerialization of Shares:

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee:

In compliance of Section 292A of the Companies Act, 1956 and Listing Agreement with the Bombay Stock Exchange Ltd., an Audit Committee has been constituted with Mr. Naresh Chandra Sharma, Mr. Rabi Bastia and Mr. Ajit Kapadia, the Independent

Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures:

i) Personnel:

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

16. Employees Stock Option Scheme: (ESOP)

During the year, no new options have been granted under the ESOP.

17. Auditors, Audit Report and Audited Accounts:

The Auditors M/s. Deloitte Haskins & Sells retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re- appointment.

The Auditors'' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

18. Public Deposits:

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

19. Listing of Securities:

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fee for the financial year 2013-14 has been paid to BSE.

20. Insurance:

All the properties of the Company are adequately insured against fire and other risks.

21. Appreciations:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Naresh Chandra Sharma

Chairman Date: 14 08 2013

Place: Gurgaon


Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report and the audited accounts for the year ended March 31, 2012.

1. Financial Highlights : (Rs. in million)

March 31, 2012 March 31, 2011

Gross Income 458.05 672.00

Gross Profit / (Loss) before Depreciation & Interest (16.75) 99.37

Depreciation 85.15 86.27

Interest and Financial Charges 23.43 9.97

Profit / (Loss) before Tax (125.34) 3.13

Less : Exceptional Item 7.39 69.81 Tax Expense

-Short Provision of Current Tax in earlier years - (0.04)

-Deferred Tax Liability (42.37) 1.57

- Wealth Tax 0.08 0.03 Net Profit / (Loss) for the period from continuing operation (90.44) (68.29)

2. Dividend:

In view of loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect:

During the year under review, revenue from operations dipped by 31.84% to Rs. 458.05 million as against Rs. 672.00 million in the corresponding period of the previous year. The Company's loss before tax stood at Rs.125.34 million as compared to a profit of Rs.3.13 million in the previous year, whereas the Loss after Tax rose to Rs.90.44 million as compared to a loss of Rs.68.23 million registered in the previous year.

4. Operational highlights

During the year under review, the Company secured two new contracts from Jubilant Oil & Gas Private Limited for acquisition and processing of seismic data in their operational blocks in Manipur and from Oil and Natural Gas Corporation Limited for seismic job services for their operational blocks in western onshore. Also, the Company secured a second extension of an existing contract for seismic data acquisition from Jubilant Oil & Gas Private Limited for their operational blocks in Tripura.

In its mineral drilling activity, the Company introduced directional drilling technology for Indian Metals & Ferro Alloys Limited (IMFA) and Hindustan Zinc Limited (HZL) in Mineral Drilling and completed drilling and geophysical logging of ten core holes successfully for Oil and Natural Gas Company Limited (ONGC) in complex sub-surface geological formation, where other contractors failed to complete a single hole under the same contract. The Company was able to operate its rigs efficiently reducing downtime and ensuring better supply chain management. Mineral core drilling experience of the company paved the way for CBM drilling. The company secured a contract from Reliance Industries Limited during the year, despite competition from three experienced competitors. Innovative techniques used for non-coring portion up to depths of 400m resulted in substantial cost saving. The Company completed eight wells in less than six months ahead of deadline, resulting in extension of contract. The Company now qualifies for all future exploratory drilling and geophysical logging tenders released by Government and private companies

5. Future Outlook :

Over the past five years India's economy has continued to grow at a moderate pace despite slowdown in major global economies. The Indian economy grew at a rate of 8.2% in the Eleventh Five Year Plan fuelled by strong domestic demand, increased investment in infrastructure and strong capital inflows. However, in the past year the growth rate has tapered off. In FY 2011-12, the GDP grew at 6.9% as against 8.4% in FY 2010-11.

High oil prices shaved off much of the nation's GDP growth rate. More than half of India's total export earnings went into buying petroleum, particularly, crude imports in 2011-12, thereby seriously impacting the country's overall economy. For the past five years, the petroleum imports have been equivalent to almost 40 per cent of the total exports made by India in the past six years. For the year, 2011-12, the figure is at an astonishing high of 51.2 per cent. The crude oil imports have not increased only because of price increase in the last several years. In quantitative terms also, these imports have shown a rising trend. The quantity of petroleum imports has increased from 82 million tonnes in 2002-03 to 164 million tons in 2010-11. Simultaneously, the average price of crude oil has also been rising over the years barring 2009- 10.

However, with the crude prices falling in the international market, the equation is expected to change in the on-going financial year of 2012-13.

In the long term, the growth story remains intact with India entering a phase of significant demographic divide, rising urbanization, growing consumerism and increasing infrastructure investment. Under the current scenario, the Twelfth Five Year Plan (2012-17) is being developed to support a growth of 8%. Assuming normal monsoons, robust industrial growth and resilient performance of the service sector, GDP in FY 2012-13 is expected to grow about 7%.

The growing demand for oil is expected to fuel investment by oil exploration companies resulting in business opportunities for companies in the seismic data acquisition processing and interpretation space.

6. Board of Directors :

Mr. Sumeet Narang and Mr. Dali E. Ilavia retire by rotation and being eligible, offer themselves for reappointment.

Mr. Rahul Talwar, the President and CEO was appointed as an Additional Director

at the meeting the Board of Directors held on May 21, 2012. He has been appointed as the Whole time Director for a period of 3 years, effective from May 21, 2012, on the terms and conditions as are enumerated in the Agreement, subject to the approval of the Shareholders .

A brief note on Directors being appointed / re-appointed are furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered in to with Bombay Stock Exchange Ltd.

7. Directors' Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that

i) the applicable accounting standards have been followed in the preparation of the annual accounts.

ii) accounting policies have selected and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company's state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company's Assets and preventing and detecting fraud and other irregularities.

iv) the Annual Accounts have been prepared on a 'going concern' basis.

8. Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is given separately, forming part of this Report.

9. Corporate Governance :

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

10. Report on Corporate Social Responsibility :

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE):

Asian Oilfield Services Limited has put emphasis on HSE as its prime focus in the business. The company's HSE Management system (HSE-MS) has been reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company-wide safety management objectives, guiding principles and processes.

The company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company's commitment to excellence in HSE is embedded in the company's core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Companies and Consolidated Financial Statements :

The Company has two Wholly Owned Subsidiaries Companies under the names of M/s. AOSL Petroleum Pvt. Ltd, Singapore and M/s. Asian Offshore Pvt. Ltd.(incorporated on October 18, 2011) There has been no material change in the nature of business of the subsidiary companies. A statement containing brief financial details of the subsidiary companies, are included in the Annual Report.

As required under the Listing Agreements with the Bombay Stock Exchange Ltd., a Consolidated Financial Statement of the Company and its subsidiaries, are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211 (3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2012, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary companies to any member on demand.

13. Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 an Audit Committee has been constituted with Mr. Naresh Chandra Sharma, Mr. Dali E. Ilavia and Mr. Ajit Kapadia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures :

i) Personnel:

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

16. Employees Stock Option Scheme (ESOS) :

During the year, no new options have been granted under the ESOS.

17. Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells, retire at the conclusion of The ensuing Annual General Meeting, but being eligible, offer themselves for re- appointment.

The Auditors' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

18. Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

19. Listing of Securities :

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE). The annual listing fee for the financial year 2012-13 has been paid to BSE.

20. Insurance :

All the properties of the Company are adequately insured against fire and other risks.

21. Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers, Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Date : May 30, 2012 Naresh Chandra Sharma

Place : Mumbai Chairman


Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 18th Annual Report and the audited accounts for the year ended 31st March, 2011.

1. Financial Highlights : (Rs. In lacs)

31st March 2011 31st March 2010

(12 Months) (9 Months)

Gross Income 6723.87 1942.78

Gross Profit before Depreciation & Interest 993.67 339.00

Depreciation 862.67 356.59

Interest and Financial Charges 99.69 31.56

Profit / (Loss) before Tax 31.31 (49.15)

Less :

Provision for doubtful Inter Corporate Loan 698.07 —

Provision for Tax

- Current Tax — —

- Short Provision of Current Tax in earlier years (0.43) —

- Deferred Tax Liability 15.65 37.19

- Wealth Tax 0.29 0.47

Net Profit / (Loss) after Tax & other adjustments (682.27) (86.81)

2. Dividend :

In view of loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

3. Operations in Retrospect :

During the year under review, your Company registered Gross revenue of Rs. 6723.87 Lacs during 12 Months, compared with Rs. 1942.78 Lacs in the previous year of 9 months. The Operating Profit has improved to Rs. 31.31 lakhs from loss of Rs. 49.15 lakhs. However there is a net loss of Rs. 682.27 lakhs on account of provisions for doubtful inter corporate loan against loss of Rs. 86.81 Lacs of previous year.

4. Key operational highlights of FY 2010-11 :

i) Completed first 3D Seismic job for a private client in Gujarat successfully. This is an important milestone since it launches AOSL into more sophisticated segment of the Seismic Services market.

ii) Successfully mobilized and executed major portion of a very large 3D Seismic Job Services contract

with 3 concurrent geophysical parties for ONGC in Gujarat comprising of 60000 shot-points over 1000 sq Kms.

iii) Successfully executed two deep directional drilling projects for Orissa and Rajasthan for Indian Metal & Ferro Alloys Corporation as well as Hindustan Zinc Limited, thus establishing AOSL as an important service provider in the frontier deep mineral exploration market in India.

iv) Successfully executed major portion of 2D Seismic acquisition in Tripura and have obtained an extension for 50 sq km.

v) Continued to deliver 2D Seismic acquisition services for OIL India in Mizoram after receiving 2nd successive extension over a 3 year span by the client. Completed 1352 GLK of 2D seismic acquisition in one of the most difficult geographical terrains in the country.

vi) Commissioned and mobilized Crew#5 for major private client in India in a wild-cat exploration area in central India for exploration of hydrocarbon in Deccan traps below the basalt using advanced technology in India namely the high powered Accelerated Weight Drop system, Cable-less nodal Seismic Acquisition System and low Frequency Acquisition, thus enhancing AOSL capabilities and making the Company more competitive in the market.

vii) Put in a strong HSE system in place to take AOSL to the next level in oilfield services.

5. Future Outlook :

Based on the anticipated increase in Seismic contracts pipeline from the E&P companies, AOSL expects to have higher volume of work. Significant measures to improve productivity and reduce costs have been worked out for the next fiscal which coupled with the higher volume of work will boost profitability. The Company also expects higher productivity and profitability from the mineral drilling business as it is now stabilizing. The wireline logging assets are also likely to yield incremental revenue for the Company.

Your Company is also aggressively targeting new verticals within the seismic area and also exploring possibility of entering other non seismic vertical in oilfield services. New geographies for the existing seismic business are also being evaluated.

6. Board of Directors :

The Board at its meeting held on 8th February, 2011, appointed Mr. Naresh Chandra Sharma, Non Executive Independent Director as the Chairman of the Company in terms of Article 137 of Articles of Association of the Company.

Mr. Rameshwarlal B. Kabra and Mr. Anand Prakash Agrawal, ceased to be Directors from 13th September, 2010 consequent upon their withdrawal of consent and candidatures for re- election as Directors at previous Annual General Meeting held on 13th September, 2010.

In terms of Section 256 of the Companies Act, 1956, Mr. Vaibhav Maloo, Mr. Krishna Kant and Mr. Gautam Gode, retire by rotation at the ensuing Annual General Meeting of the Company. However, Mr. Vaibhav Maloo and Mr. Krishna Kant do not offer themselves for re- election. The Board places on record its sincere appreciation for the contributions received from outgoing Directors, during their tenure.

During the year, with a view to broad base the Board

with suitable qualified, competent and well experienced professionals, the Board of Directors have appointed Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Sanjay Bhargava as Additional Directors effective 1st November, 2010, 8th February, 2011 and 7th March, 2011 respectively, who hold Directorships till the conclusion of ensuing Annual General Meeting of the Company, in terms of Articles 114 of the Article of Association and Section 260 of the Companies Act, 1956.

The Company has received notices in writing with requisite deposits from members, under Section 257 of the Companies Act 1956 signifying their intentions to propose Mr. Naresh Chandra Sharma, Mr. Ajit Kapadia and Mr. Sanjay Bhargava for appointment as Directors of the Company. Consent in writing, have also been received from them to act as Directors of the Company, if appointed. Considering their expertise, rich experience, business acumen and proven track record, the Board hopes that their association as Directors would immensely benefit the Company.

Mr. Gautam Gode retires by rotation and being eligible, offers himself for reappointment.

A brief note on Directors being appointed and re- appointed is furnished in the accompanying notice calling the Annual General Meeting as required under Clause 49(IV) (G) of the Listing Agreement entered in to with Bombay Stock Exchange Ltd.

7. Directors' Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed .

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Company's state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Company's Assets and preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts on a 'going concern' basis.

8. Corporate Governance :

A separate section titled "Corporate Governance" including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and form part of this report.

9. Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is given separately, forming part of this Report.

10. Report on Corporate Social Responsibility :

The Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. Management's commitment, work ethics and business processes at the Company encourages all its employees and other participants to ensure a positive impact and its commitment towards corporate social responsibility.

The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy of 'safety for all', which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company is aware of the environmental impact of its operations and it continually strives to reduce such impact.

The Company respects human rights, values its employees and invests in technologies and solutions for economic growth. The Company has initiated to support social and community welfare activities touching the lives of people around the project locations and ensuring the highest standards of safety and environment protection in our operations.

11. Health Safety and Environment (HSE) :

The Company has put emphasis on HSE as its prime focus in the business. In Q1 2011, a Corporate Head HSE Manager Mr. Sunil Gerald Barretto has been appointed, with HSE representatives allocated at sites we operate. The Company's HSE Management system (HSE-MS) has been further reinforced and rolled out with new initiatives. The HSE-MS is used to establish Company- wide safety management objectives, guiding principles and processes.

The Company has a stringent policy / motto of "NO ONE GETS HURT" which in turn drives our employees to continuously break new grounds in safety management for the benefit of the people, property, environment and the communities where we operate. The Company's commitment to excellence in HSE is embedded in the Company's core values while at the same time ensuring the highest standards of safety and environment protection in our operations.

12. Subsidiary Company and Consolidated Financial Statements :

The Company has one Wholly Owned Subsidiary Company under the name of M/s AOSL Petroleum Pte. Limited, Singapore. There has been no material change in the nature of business of the subsidiary. A statement containing brief financial details of the subsidiary, is included in the Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd., a Consolidated Financial Statement of the Company and its subsidiary, is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiary for the financial year ended 31st March, 2011, is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company for inspection at the registered office of the Company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand.

13. Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

14. Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 and clause 49(II) of Listing Agreement, an Audit Committee consisting of Mr. Naresh Chandra Sharma, Mr. Dali E. Ilavia and Mr. Ajit Kapadia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members and it performed inter-alia, various functions as required in terms of the said provisions.

15. Statutory Disclosures :

i) Personnel :

Information under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Annual Report with the Accounts, is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information, may write to the Company Secretary at the Registered Office of the Company.

ii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure - A.

iii) Employees Stock Option Scheme :

During the year, the ESOS Compensation Committee, constituted by the Board, has granted 5,77,683 Stock Options to the eligible employees of the Company, under the "Employee Stock Option Scheme-2010" (ESOP-2010). Each option is convertible into one Equity Share of the Company upon vesting. These options will vest over a period of four years from the date of grant and shall be exercisable within a period of 2 years from the date of the vesting.

The details of the Options granted up to 5,77,683 and other disclosures as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure – B to this Report. The certificate from the Company's Auditors, M/s. Deloitte Haskins & Sells , to the effect that the ESOP 2010 has been implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolution passed by the members, will be placed at the ensuing Annual General Meeting.

16. Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells , retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re-appointment.

The Auditors' Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

17. Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

18. Insurance :

All the properties of the Company are adequately insured against fire and other risks.

19. Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, Bankers , Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board,

Date : 26th May, 2011 Naresh Chandra Sharma

Place : Vadodara Chairman


Mar 31, 2010

The Directors have great pleasure in presenting Companys 17th Annual Report. The Companys financial results for the year ended 31st March, 2010 are as follows :

FINANCIAL HIGHLIGHTS : (Rs. In lacs)

31st March 2010 30th June 2009

(9 Months) (12 Months)

Gross Income 1942.78 6418.79

Gross Profit before Depreciation & Interest 339.00 1265.58

Depreciation 356.59 390.44

Interest and Financial Charges 31.56 63.52

Profit / (Loss) before Tax (49.15) 811.62

Less : Provision for Tax

Current Tax - 162.00

Excess Provision of Current Tax in earlier years (45.91) (97.39)

Deferred Tax Liability 83.09 209.93

Fringe Benefit Tax - 7.01 Wealth Tax 0.47 -

Net Profit / (Loss) after Tax & other adjustments (86.81) 530.07

Dividend :

In view of Loss, the Board regrets its inability to recommend payment of dividend to the Shareholders.

Operations in Retrospect :

During the period under review, your Company registered Gross revenue of Rs.1942.78 Lacs during 9 Months, compared with Rs. 6418.79 Lacs in the previous year of 12 months, and suffered a Net loss of Rs. 86.81 Lacs against profit of Rs. 530.07 Lacs of previous year.

Key operational highlights of FY 2009-10 :

a) Key Augmentation in Management: Company has recently added significant resources at senior management level to best capitalize the growing exploration opportunities in India. We have added Mr. Neeraj Sethi, B. Tech. IIT Mumbai, Ex-country Manager Baker Hughes as Chief Operating Officer (COO) and Mr. Ajit Singh, M. Sc. BHU, Ex-Mitchell Drilling as AVP for core drilling division.

b) Launch of 3D Seismic Services: AOSL being committed increase its shareholders value in long run, has expanded its services to include 3D Seismic Services. New management since joining has won first ever 3D Seismic contract with a leading private company.

c) Commencement of new Business relating to drilling services for Mining Sector: In order to seize growing opportunities for mineral/mining businesses, the Company has during the period under review set up a new Division to provide core drilling services. Company has already won two significant contracts in core drilling and has already started execution in one of them. In view of prevailing business climate, the Board is hopeful to generate decent returns in the coming future. Also company would like to use this platform of core drilling to enter into drilling business in Oil & Gas industry going forward.

After a challenging financial year in presence of global economic turmoil and highly volatile oil prices, company is expected to be back on its growth trajectory next financial year. The current order book of the company is INR 80 Crore. Board members have taken major steps to diversify into new service offerings and commence new division. We arepleased to inform all our shareholders that AOSL will continue to add several new service offerings in next financial year. Also we would like to thank all our shareholders for continuing to show belief in companys capabilities and future prospects.

Directorate :

During the year under review, Mr. Satya Pal Talwar resigned as Chairman and Director of the Company effective from 16-12-2009 whereas Mr. Vikram Walia, ceased to be Director effective from 18-12-2009 on non offering his candidature for reelection at last Annual General Meeting. The Board places on record its sincere appreciation for the contributions made by each of them during their tenure as Directors of the Company.

Mr. Rameshwarlal B. Kabra and Mr. Anand Prakash Agrawal retire by rotation and being eligible, offer themselves for reappointment.

A brief note on Directors retiring by rotation and eligible for re-appointment is furnished in the accompanying notice calling the Annual General Meeting.

Directors Responsibility Statement :

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that ;

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the Companys state of affairs at the end of the financial year and of the loss of the Company for the year under review.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Companys Assets and preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts on a ‘going concern basis.

Corporate Governance :

A separate section titled “Corporate Governance” including a certificate from the Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with the report on Management Discussion Analysis Report are annexed hereto and form part of this report.

Management Discussion and Analysis :

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Management Discussion and Analysis Report is given separately, forming part of this Report.

Subsidiary Company :

In respect of AOSL Petroleum Pte. Limited, Singapore, the Wholly Owned Subsidiary Company , Audited Account together with the Reports of Directors and Auditors of the Subsidiary Company, alongwith the statement are annexed to this report pursuant to Section 212 of the Companies Act, 1956.

Consolidated Financial Statements :

In terms of listing requirement and in accordance with Accounting Standard AS-21, audited consolidated financial statements are provided in the Annual Report.

Change in Capital Structure and Listing of Shares :

During the period under review, 40,50,000 Equity Shares of Rs.10/- each were issued and allotted to M/s. Samara Capital Partners Fund I Ltd. on a premium of Rs.51.20 per share on preferential basis, in terms of SEBI (ICDR) Regulations, 2009 which are already listed at the Bombay Stock Exchange Ltd.

Dematerialization of Shares :

The Company has been allotted ISIN No. INE276G01015 for its Equity Shares by National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). Members are requested to Dematerialize Shares held by them for their convenience.

Audit Committee :

In compliance of Section 292A of the Companies Act, 1956 an Audit Committee has been constituted with Mr. Rameshwarlal B. Kabra, Mr. Anand Prakash Agrawal, Mr.Dali E. Ilavia, the Independent Directors and Mr. Gautam Gode, the Promoter Director as its members. It performed inter-alia, various functions as required in terms of the said provisions.

Statutory Disclosures :

Personnel :

Information under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts is being sent to all shareholders of the Company excluding the aforesaid information. Shareholders interested in obtaining this information may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

As required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies ( Disclosures of Particulars in the Report of the Board of Directors ) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and out go, is given in the enclosed Annexure.

Auditors, Audit Report and Audited Accounts :

The Auditors M/s. Deloitte Haskins & Sells , retire at the conclusion of the ensuing Annual General Meeting, but being eligible, offer themselves for re-appointment.

The Auditors Report read with the notes to the accounts referred to therein, are self-explanatory and therefore, do not call for any further comments.

Public Deposits :

During the period under review, the Company has not accepted any deposits under Section 58A of the Companies Act, 1956 .

Insurance :

All the properties of the Company are adequately insured against fire and other risks.

Appreciations :

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and technical partners, Bankers , Government Authorities, Employees at all levels and Shareholders, in furthering the interest of the Company.

For and on behalf of the Board, Date : 29th May, 2010 Avinash Manchanda

Place : Vadodara Managing Director

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