Mar 31, 2018
Report on the Ind AS Standalone Financial Statements
We have audited the accompanying Ind AS Standalone Financial Statements of ABAN OFFSHORE LIMITED (âthe companyâ), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(âthe Actâ) with respect to the preparation and presentation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued there under. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these IndAS Standalone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS Standalone Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS Standalone Financial Statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the Ind AS Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the Ind AS Standalone Financial Statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS Financial Statements.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the Ind AS Standalone Financial Statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS Standalone Financial Statements:
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2018, its Profit (including other comprehensive income) and its cash flows and changes in equity for the year ended on that date.
Emphasis of matter We draw attention to Note No 8(a) to Standalone Ind AS financial statements:
The Company has defaulted in repayment of instalments and payment of interest on term loans from banks for an amount of INR 4,900.25 million. The Banks have recalled the entire loan outstanding including interest. As such, the Company has re-classified these dues to banks from Non-current Liability to Current Liability during the year.
Our opinion is not modified in respect of above matter. Other matters
The comparative financial information of the Company for the corresponding year ended 31st March 2017, included in these standalone financial results for the year ended 31st March 2018 were audited by predecessor auditor who expressed an unmodified opinion on those financial information/statements on 29th May 2017.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.
2 As required by section 143(3) of the Act, we further report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid Ind AS Standalone Financial Statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with relevant rules there under.
e) On the basis of written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
g) With respect to other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.
Annexure referred to in Independent Auditorsâ Report to the Members of M/s ABAN OFFSHORE LIMITED on the Ind AS Financial Statements for the year ended 31st March 2018, we report that:
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
c) According to the information and explanation given to us and on verification of documents provided to us, we are of the opinion that the title deeds of immovable properties are held in the Company.
ii. In our opinion the inventories have been physically verified during the year by the Management at reasonable intervals. The material discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.
iii. The Company has given unsecured loans during the year and in earlier years to its wholly owned foreign subsidiary being the companies covered in the Register maintained under Section 189 of âthe Actâ, as shown below:
Company |
Unsecured Loan granted during the year (Indian Rupees in Millions) |
Loan Amount outstanding at the end of the year (Indian Rupees in Millions) |
Maximum amount outstanding during the year (Indian Rupees in Millions) |
Aban Holdings Pte Limited,Singapore |
62.841 |
6876.475 |
6876.475 |
iv. The Company has granted unsecured loan, provided guarantee and invested in its wholly owned foreign subsidiary and Indian subsidiaries. The Company has also invested in other companies. Based on the information and explanations given to us we are of the opinion that the company has compiled with the provisions of Section 185 and 186 of the Companies Act, 2013, wherever applicable with respect to the said transactions.
v. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of âthe Actâand hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of âthe Actâ and the Rules framed there under are not applicable to the Company at present.
vi. The Central Government has not prescribed maintenance of Cost Records under sub-section (1) of section 148 of âthe Actâ in respect of business of the company and hence the provision of clause 3(vi)of the Order is not applicable with regard to maintenance of cost records.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, Goods and service tax, and other material Statutory dues as applicable, with the appropriate authorities in India.
(b)There were no undisputed amounts payable in respect of Provident Fund, Employee Staff Insurance, Service Tax, Sales Tax, Income-tax and other material statutory dues in arrears as at 31st March, 2018 for a period of more than 6 months from the date they became payable.
(c) According to the information and explanations given to us, there are statutory dues, which have not been deposited with appropriate authorities on account of dispute as per the details given below.
Name of the Statute |
Nature of dispute |
Disputed demand in Rs in millions |
Period to which the amount relates |
Forum where dispute is pending |
Income Tax Act 1961 |
Regular Assessment |
556.40 |
2002-2006 |
High Court of Madras |
Income Tax Act 1961 |
Regular Assessment |
97.48 |
2008-2009 |
Commissioner of Income Tax |
Income Tax Act 1961 |
Regular Assessment |
396.17 |
2006-2008 |
Income Tax Appellate Tribunal |
Income Tax Act 1961 |
Regular Assessment |
418.38 |
2008-2009 |
Income Tax Appellate Tribunal |
Income Tax Act 1961 |
Regular Assessment |
812.00 |
2009-2010 |
Income Tax Appellate Tribunal |
Income Tax Act 1961 |
Regular Assessment |
1,907.90 |
2010-2011 |
Income Tax Appellate Tribunal |
Income Tax Act 1961 |
Regular Assessment |
854.33 |
2011-2012 |
Income Tax Appellate Tribunal |
Income Tax Act 1961 |
Regular Assessment |
1,490.36 |
2012-2013 |
Income Tax Appellate Tribunal |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
17.36 |
2007 |
Supreme Court |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
78.72 |
2011 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
18.94 |
2011-2012 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
36.78 |
2012-2014 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
79.80 |
2014-2015 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
37.31 |
2005-2011 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
236.49 |
2012-2014 |
CESTAT, Chennai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
605.75 |
2008-2010 |
CESTAT, Mumbai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
166.89 |
2009-2012 |
CESTAT, Mumbai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
0.46 |
2015-2016 |
CESTAT, Mumbai |
Finance Act 1994 (Service Tax dues) |
Regular Assessment |
46.01 |
2015-2017 |
CESTAT, Mumbai |
Customs Act 1962 |
Regular Assessment |
107.90 |
2015-2016 |
CESTAT, Mumbai |
Customs Act 1962 |
Regular Assessment |
916.00 |
2016-2017 |
CESTAT, Bombay High Court |
Sales Tax Act of various states |
Regular Assessment |
984.90 |
2010-2011 |
Joint Commissioner of Sales Tax Appeals |
Sales Tax Act of various states |
Regular Assessment |
459.75 |
2012-2013 |
Appellate Authority |
Sales Tax Act of various states |
Regular Assessment |
580.00 |
2013-2014 |
Appellate Authority |
viii. Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments and payment of interest to banks during the year. The unpaid overdue loan instalments and interest as at 31st March 2018 are as given below:
Name of the Lender |
Amount of default including interest payable as at the Balance Sheet Date In INR Million |
Period of Default |
Punjab National Bank |
3,257.33 |
April 2017 to March 2018 |
Central Bank of India |
1,425.81 |
June 2017 to March2018 |
IndusInd Bank |
217.11 |
May 2017 to March2018 |
The banks have issued notices recalling the dues. As such , the company has classified these dues from Non-current Liability to current liability during the year - refer note no 8(a)
The Company has no dues to Government during the year and has no dues to financial institutions and does not have any debentures.
ix. During the year the Company has not raised moneys by way of initial public offer or further public offer. According to the information and explanations provided to us, the company has not taken any term loan during the year and hence the provision of clause 3(ix) of the Order relating to application of term loan funds is not applicable to the company.
x. During the course of our examination of the books of account, we have neither come across any instance of fraud by the company or any fraud on the company by its officers or employees, either noticed or reported during the year, nor we have been informed of any such case by the Management.
xi. According to the information and explanations provided to us, we are of the opinion that the company has provided and paid the managerial remuneration in accordance with the provisions of section 197 of âthe Actâ. However, with regard to re-appointment of two non-resident whole time directors, in terms of Part I of Schedule V of âthe Actâ, the approval of Central Government is awaited.
xii. The company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order, relating to compliance with maintenance of net owned funds and deposits, are not applicable to the company.
xiii. According to the information and explanations provided to us, the transactions entered into by the company, during the year, with the related parties are in compliance with section 177 and 188 of âthe Actâ. The details of the related party transactions as required by the applicable Indian Accounting Standards have been disclosed by the company in the financial statements.
xiv. During the year under audit, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provisions of clause 3(xiv) of the Order, relating to compliance with section 42 of âthe Actâ, are not applicable to the company.
xv. According to the information and explanations provided to us, during the year the company has not entered into any non-cash transactions with the directors or persons concerned with him. Hence the provision of clause 3(xv) of the Order, relating to compliance with provisions of section 192 of âthe Actâ, is not applicable to the company.
xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to the Independent Auditorsâ Report
Report on the Internal Financial Controls over Financial Reporting under clause (i) of the Sub-section 3 of the Section 143 of the Companies Act, 2013 (âThe Actâ)
We have audited the internal financial controls over financial reporting of ABAN OFFSHORE LIMITED (âthe companyâ) as of 31st March 2018 in conjunction with our audit of Ind AS Standalone Financial Statements of the company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditorâs Responsibility
Our responsibility is to express an opinion on the companyâs internal financial controls over financial reporting based on our Audit. We conducted our audit in accordance with the Guidance note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an Audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. These standards and guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditorâs Judgment, including the assessment of the risk of material misstatement of the Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion and the companyâs internal financial control system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes these policies and procedures that (1) pertain to the maintenance of records that, in reasonable detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS Financial Statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companyâs assets that could have a material effect on the Ind AS Financial Statements.
Inherent Limitation of Internal Financial Controls over Financial Reporting
Because of the inherent limitation of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, Projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute Of Chartered Accountants of India.
For P. Murali & Co.,
Chartered Accountants
Firm Registration No: 007257S
P. Murali Mohana Rao
Partner
Membership No. 023412
Place: Chennai
Date: 30.05.2018
Mar 31, 2017
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Aban Offshore Limited (âthe companyâ), which comprise the Balance Sheet as at 31st March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for year then ended, and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), Profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS;
a) of the state of affairs (financial position) of the Company as at March 31, 2017;
b) of the profit (financial performance including other comprehensive income) for year ended on that date; and
c) of the cash flows and the change in equity for the year ended on that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (the âOrderâ) issued by the Central Government of India in terms of sub-section 11) of Section 143 of the Companies Act, 2013 we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on 31st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.
g) With respect to the other matters included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 31 (c) to the standalone Ind AS financial statements.
ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 08, 2016 to December 30, 2016. Based on audit procedures and relying on the Management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 41 to the standalone Ind AS financial statements.
âANNEXURE Aâ ANNEXURE TO THE AUDITORSâ REPORT (Referred to in paragraph 1 of our report of even date under the caption âReport on Other Legal and Regulatory Requirementsâ)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) As explained to us, the fixed assets have been physically verified by the Management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies have come to the notice on such physical verification.
(c) According to the information and explanation given to us and on verification of documents provided to us, we are of the opinion that the title deeds of immovable properties are held in the name of the Company.
(ii) As explained to us, the inventory has been physically verified by the Management at reasonable intervals. The material discrepancies noticed on verification between the physical stocks and the book records have been dealt with in the books of account.
(iii) The Company has given unsecured loan during the year and in earlier years to its wholly owned foreign subsidiary and in earlier year to its Indian subsidiaries, being the companies covered in the Register maintained under Section 189 of the Companies Act, 2013, as shown below:
Company |
Unsecured Loan granted during the year (Indian Rupees in Millions) |
Loan Amount outstanding at the end of the year (Indian Rupees in Millions) |
Maximum amount outstanding during the year (Indian Rupees in Millions) |
Aban HoldingsPte Limited,Singapore |
760.49 |
6830.52 |
6830.52 |
Radhapuram Wintech Private Limited, India 1 |
Nil |
10.57 |
10.57 |
Aban Green Power Private Limited, India * |
Nil |
40.00 |
40.00 |
* Ceased to be subsidiaries effective December 26, 2016.
(a) In our opinion based on the information and explanations provided to us, the terms and conditions of the grant of the above said loans are not prejudicial to the interest of the Company.
(b) The repayment of principal and payment of interest are on âOn Demandâ basis as per the loan agreement.
(c) The loans given by the Company are repayable on demand and therefore the question of overdue amount does not arise.
(iv) The Company has granted unsecured loan, provided guarantee and invested in its wholly owned foreign subsidiary and Indian subsidiaries. The Company has also invested in other companies. Based on the information and explanations given to us we are of the opinion that the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 wherever applicable with respect to the said transactions.
(v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the Rules framed there under are not applicable to the Company at present.
(vi) The Central Government has not prescribed maintenance of Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of business of the Company and hence the provision of clause 3(vi) of the Order is not applicable with regard to maintenance of cost records.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of above are in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable. We have been informed by the Management that the Company is not required to make contribution to Employees State Insurance fund.
(b) According to the information and explanations given to us, there are statutory dues, which have not been deposited with appropriate authorities on account of dispute as per the details given below. However there are no such dues on account of excise duty.
Income Tax:
Income Tax dues relating to the period 2002 â 2006 amounting to INR 556.40 Million pending before High Court of Madras.
Income Tax dues relating to the period 2008 â 2009 amounting to INR 103.10 Million pending before Income Tax Appellate Tribunal.
Income Tax dues relating to the period 2006 â 2008 amounting to INR 396.17 Million pending before Income Tax Appellate Tribunal.
Income Tax dues relating to the period 2008 â 2009 amounting to INR 418.38 Million pending before the Income Tax Appellate Tribunal
Income Tax dues relating to the period 2009 â 2010 amounting to INR 812 Million pending before Income Tax Appellate Tribunal
Income Tax dues relating to the period 2010 â 2011 amounting to INR 1907.90 Million pending before Income Tax Appellate Tribunal and
Income Tax dues relating to the period 2011 â 2012 amounting to INR 854.33 Million pending before Income Tax Appellate Tribunal.
Service Tax:
Service Tax dues relating to the year 2007 amounting to INR 17.36 Million pending before the Supreme Court.
Service Tax dues relating to the year 2011 amounting to INR 78.72 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the year 2010 amounting to INR 16.32 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the period 2011 â 2012 amounting to INR 18.94 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the period 2012 â 2014 amounting to INR 236.49 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the period 2008 â 2010 amounting to INR 605.75 Million pending before the CESTAT, Mumbai.
Service Tax dues relating to the period 2012 â 2014 amounting to INR 36.78 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the period 2014 â 2015 amounting to INR 79.80 Million pending before the CESTAT, Chennai.
Service Tax dues relating to the period 2010 â 2011 amounting to INR 37.31 Million pending before the CESTAT, Chennai and
Service Tax dues relating to the period 2009 â 2012 amounting to INR 166.89 Million pending before the CESTAT, Mumbai.
Duties of Custom:
Customs Duty dues relating to the period 2015 - 16 amounting to INR 107.90 Million pending before CESTAT , Mumbai and
Customs Duty dues relating to the period 2016 -17 amounting to INR 916 Million pending before Bombay High Court.
Sales Tax / Value Added Tax:
Sales Tax dues for the period 2010-11 amounting to INR 984.90 million pending before Joint Commissioner of Sales Tax Appeals and
Sales Tax dues for the period 2012-13 amounting to INR 459.75 million for which company is intending preferring an appeal with Appellate Authority.
(viii) Based on our audit procedures and according to the information and explanations given to us, we have noted default in repayment of term loan instalments and payment of interest during the year which are due to four banks. The unpaid overdue loan installments and interest during the year in this regard as at 31st March 2017 are as given below:
Name of the Lender |
Amount of default including interest payable as at the Balance Sheet Date In INR Million |
Period of Default |
Remarks, if any |
Punjab National Bank |
236.94 |
Jan â Mar â17 |
Amount paid till the date of our report INR19.85 Million |
Central Bank of India |
97.71 |
Jan â Mar â17 |
Amount paid till the date of our report INR 9.41Million |
Lakshmi Vilas Bank |
26.30 |
Mar â17 |
Amount paid till the date of our report INR 0.60 Million |
IndusInd Bank |
26.79 |
Jan â Mar â17 |
Amount paid till the date of our report INR 2.41 Million |
Total |
387.74 |
The Company has no dues to Government during the year, has no dues to financial institution and does not have any debentures.
(ix) During the year the Company has not raised moneys by way of initial public offer or further public offer. According to the information and explanations provided to us, the Company has not taken any term loan during the year and hence the provision of clause 3(ix) of the Order relating to application of term loan funds is not applicable to the Company.
(x) During the course of our examination of the books of account, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, either noticed or reported during the year, nor have we been informed of any such case by the Management.
(xi) According to the information and explanations provided to us, we are of the opinion that the Company has provided and paid the managerial remuneration in accordance with the provisions of Section 197 of the Companies Act, 2013.However, with regard to re-appointment of two non-resident whole-time Directors, in terms of Part I of Schedule V of the Companies Act 2013, the approval of the Central Government is awaited.
(xii) The Company is not a Nidhi Company and hence the provisions of clause 3(xii) of the Order, relating to compliance with maintenance of net owned funds and deposits, are not applicable to the Company.
(xiii) As per the information and explanations provided to us, the transactions entered into by the Company, during the year, with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013. The details of the related party transactions as required by the applicable Accounting Standard have been disclosed by the Company in the financial statements.
(xiv) During the year under audit, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence the provisions of clause 3(xiv) of the Order, relating to compliance with Section 42 of the Companies Act, 2013, are not applicable to the Company.
(xv) According to the information and explanations provided to us, during the year the Company has not entered into any non-cash transactions with the directors or persons connected with him. Hence the provision of clause 3(xv) of the Order, relating to compliance with provisions of Section 192 of the Companies Act, 2013, is not applicable to the Company.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For Ford, Rhodes, Parks & Co. LLP
Chartered Accountants
ICAI - Registration No: 102860W / W100089
Ramaswamy Subramanian
Partner
Membership No: 016059
Place : Chennai
Date : May 29, 2017
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Aban Offshore Limited ("the company"), which comprise the Balance Sheet
as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters in
section 134(5) of the Companies Act, 2013 ("the Act") with respect to
the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes the
maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding of the assets of the Company and
for preventing and detecting the frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of internal financial control, that were
operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error. Auditors'
Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the Provisions of the Act, the Accounting
and Auditing Standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give true
and fair view in order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial
statements, give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2015;
b) in the case of the Statement of Profit and Loss, of the profit for
year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor's Report) Order, 2015 (the
'Order') issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Companies Act, 2013 we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors
as on 31st March, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2015, from
being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the other matters included in the Auditor's Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according
to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 31 to the
financial statements.
ii. The Company did not have any long-term contracts including
derivatives contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 1 of our report of even date under the
caption "Report on Other Legal and Regulatory Requirements")
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets;
(b) As explained to us, the fixed assets have been physically verified
on a random basis by the Management during the year in a
phased manner, which in our opinion is reasonable, having regard to the
size of the Company and nature of its assets. No material discrepancies
have come to the notice on such physical verification.
(ii) (a) As explained to us, the inventory of stores, spares and fuel
have been physically verified on a random basis during the year by the
Management. In our opinion the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verification between the physical stocks and the book
records have been dealt with in the books of account.
(iii) The Company has given unsecured loans to its wholly owned foreign
subsidiary and its Indian subsidiaries, being the companies covered in
the Register maintained under Section 189 of the Companies Act, 2013,
during the year, as shown below:
Unsecured Loan granted Loan Amount
Company during the year outstanding at the
(Rupees in Millions) end of the year
(Rupees in Millions)
Aban HoldingsPte 6825.01 6039.13*
Limited,Singapore
Radhapuram Wintech 2.50 10.57
Private Limited,
India
Aban Green Power 40.00 40.00
Private Limited,
India
Maximum amount
Company outstanding during the year
(Rupees in Millions)
Aban HoldingsPte 6744.22
Limited,Singapore
Radhapuram Wintech 25.00
Private Limited,
India
Aban Green Power 40.00
Private Limited,
India
* includes year-end foreign exchange reinstatement gain/ loss
(a) The repayment of principal and payment of interest are on "On
Demand" basis as per the loan agreement.
(b) The loans given by the Company are repayable on demand and
therefore the question of overdue amount does not arise.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and for sale of goods and services. During
the course of our audit, no major weakness has been noticed in the
internal controls in respect of these areas.
(v) The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 73 of the
Companies Act, 2013 and hence directives issued by the Reserve Bank of
India and the provisions of Sections 73 to 76 or any other relevant
provisions of the Companies Act and the Rules framed there under are
not applicable to the Company at present.
(vi) The Central Government has prescribed maintenance of Cost Records
under sub section (1) of Section 148 of the Companies Act, 2013 in
respect of generation of electricity through wind power. We have
broadly reviewed the accounts and records of the Company in this
connection and are of the opinion, that prima facie, the prescribed
accounts and records have been maintained. We have not however, made a
detailed examination of the same.
(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, in our
opinion, the Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees state insurance fund, income tax, sales tax, wealth tax,
service tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues applicable to it. According to the information
and explanations given to us, no undisputed amounts payable in respect
of above are in arrears as at 31st March, 2015 for a period of more
than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no material dues of sales tax or wealth tax or duty of excise or
value added tax or cess, which have not been deposited with appropriate
authorities on account of any dispute.
However according to information and explanations given to us, the
following dues have not been deposited by the Company on account of
disputes-
Income Tax
Income Tax dues relating to the period 2002-2006 amounting to INR
556.40 Million pending before High Court of Madras, Income Tax dues
relating to the period 2006- 2008 amounting to INR 396.17 Million
pending before Income Tax Appellate Tribunal,Income Tax dues relating
to the period 2008 - 2009 amounting to INR 418. 38 Million pending
before the Commissioner of Income Tax (Appeals) and the Income Tax dues
relating to the period 2009 - 2010 amounting to INR 812 Million pending
before Income Tax Appellate Tribunal.
Service Tax
Service Tax dues relating to the period 2006- 2007 amounting to INR
17.36 Million pending before Supreme Court.
Customs Duty
Customs Duty dues relating to the period 2003 - 2004 amounting to INR
279.13 Million pending before Supreme Court.
(c) According to the information and explanations given to us and on
the basis of examination of books of account, in our opinion the
amount required to be transferred to Investor Education and Protection
Fund in accordance with the relevant provisions of the Companies Act,
1956 and Rules made thereunder has been transferred to such fund within
time.
(viii) The Company does not have accumulated losses as at the end of
the financial year. The Company has not incurred cash losses during the
financial year covered by the audit and also in the immediately
preceding financial year.
(ix) Based on our audit procedures and according to the information and
explanations given to us, we have noted default in repayment of term
loan instalments with respect to three bank loan accounts and a loan
from a financial institution, and interest during the year which are
due to two banks. The unpaid overdue loan installments and interest
during the year in this regard as at 31st March, 2015 were INR 335.06
Million and INR 32.28 Million respectively. The Company has since paid
INR 200.92 Million of overdue installment to banks and a financial
institution before the date of our report.
(x) The Company has given guarantees for loan taken from banks by a
subsidiary of its wholly owned foreign subsidiary. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima facie prejudicial to the
interest of the Company.
(xi) The Company has taken a term loan during the year from a Company.
According to the information and explanations given to us, we are of
the opinion that term loan taken by the Company has been applied for
the purpose for which it was obtained.
(xii) During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the Management.
For Ford, Rhodes, Parks & Co.,
Chartered Accountants
ICAI - Registration No: 102860W
Ramaswamy Subramanian
Partner
Membership No: 016059
Place : Chennai
Date : May 27, 2015
Mar 31, 2014
We have audited the accompanying fnancial statements of M/s Aban
Offshore Limited ("the Company"), which comprise the Balance Sheet as
at 31st March 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these fnancial
statements that give a true and fair view of the fnancial position,
fnancial performance and cash flows of the Company in accordance with
the Accounting Standards notifed under the Companies Act, 1956 ("the
Act'') read with the General Circular 15/2013 dated 13th September, 2013
of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013 and in accordance with the accounting principles
generally accepted in India. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the fnancial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these fnancial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the fnancial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the fnancial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the fnancial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India: i. in the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014; ii. in the case of the Statement of
Profit and Loss, of the Loss for the year ended on that date; and iii.
in the case of the Cash Flow Statement, of the cash flows for the year
ended on that date
Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor''s Report) Order, 2003 (the
''Order'') issued by the Central Government of India in terms of
subÂsection (4A) of
Section 227 of the Companies Act, 1956, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227 (3) of the Act, we report that:
a We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit; b In our opinion, proper books of account as required by law
have been kept by the Company, so far as it appears from our
examination of those books; c The Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement dealt with by this report are in agreement
with the books of account; d In our opinion, the Balance Sheet, the
Statement of Profit and Loss, and the Cash Flow Statement comply with
the Accounting Standards notifed under the Act read with the General
Circular 15/2013 dated 13th September, 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013.
e On the basis of written representations received from the Directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the Directors is disQualified as on March 31, 2014, from being
appointed as a director in terms of Clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956;
ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 1 of our
report of even date under the caption "Report on Other Legal and
Regulatory Requirements)
i (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verifed by
the Management during the year in a phased manner, which in our opinion
is reasonable, having regard to the size of the Company and nature of
its assets. No material discrepancies have come to the notice on such
physical verifcation.
(c) The Company has not disposed off any substantial part of fixed
assets during the year so as to affect its going concern status.
ii (a) As explained to us, the inventories have been physically verifed
during the year by the Management. In our opinion the frequency of
verifcation is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verifcation of inventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verifcation between the physical stocks and the book records
have been dealt with in the books of account.
iii (a) The Company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, during the year, except
unsecured loan to its wholly owned foreign subsidiary and an Indian
subsidiary as shown below:
Amount Outstanding
including Maximum amount
outstanding
Unsecured Loan
granted interest receivable
and exchange including interest
receivable
Company during the year
difference at the
end of the year during the year
Rupees in
Millions Rupees in Millions Rupees in Millions
Radhapuram
Wintech
Private 32.57 26.60 32.57
Limited
Aban Holdings
Pte., Ltd.,
Singapore 2520.55 Nil 1710.44
(b) The rate of interest and other terms and conditions of such loan
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(c) The repayment of principal and payment of interest is on "on
demand" basis as per the loan agreement.
(d) The loan given by the Company to its wholly owned foreign
subsidiary company is repayable on demand and therefore the question of
overdue amount does not arise.
(e) The Company has taken loan from Companies covered in the Register
maintained under Section 301 of the Companies Act, 1956, during the
year, as shown below:
Amount Outstanding
including Maximum amount
outstanding
Unsecured Loan
granted interest receivable
and exchange including interest
receivable
Company during the year
difference at the
end of the year during the year
Rupees in
Millions Rupees in Millions Rupees in Millions
Aban Investments
Private 149.00 79.73 167.20
Limited
Aban Hotels &
Resorts Private 116.50 116.50 116.50
Limited
Adbhoot Estates
Private 600.00 601.41 207.00
Limited
Aban Ventures
Private Limited 594.00 281.26 466.80
Aban Informatics
Private 59.50 66.86 63.70
Limited
(f) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(g) The repayment of principal during the year and payment of interest
is as per stipulations of loan agreement with respective companies.
iv In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchases of fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal controls in respect of these areas.
v (a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956, that need to be
entered into the Register maintained under the said Section have been
entered in the said Register.
(b) In our opinion and according the information and explanations given
to us, the transactions made in pursuance of contracts or arrangements
referred to in (a) above and exceeding the value of INR 5,00,000/- with
any party during the year have been made at prices which appears to be
reasonable having regard to the prevailing market prices at the
relevant time.
vi The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 58A and 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and
the rules made there under.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii The Central Government has prescribed maintenance of Cost Records
under Section 209 (1) (d) of the Companies Act, 1956 in respect of
generation of electricity through wind power. We have broadly reviewed
the accounts and records of the Company in this connection and are of
the opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not however, made a detailed
examination of the same.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, in our opinion,
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
Tax, Service Tax, Cess and other material statutory dues applicable to
it. However minor delays have been noted during the year in the
remittance of Service Tax. We are informed that the Employees'' State
Insurance Scheme is not applicable to the Company. According to the
information explanations given to us, no undisputed amounts payable in
respect of above were in arrears as at 31st March 2014 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
Service Tax and Cess, which have not been deposited with appropriate
authorities on account of any dispute, except the following:
Period to which
the Forum where
the dispute
Nature of
Statute Nature of
Dues Amount in INR
Million amount relates is pending
The Income
Tax Appel-
Income Tax
Act, 1961 Income Tax 339.13 2007 - 2008 late
Tribunal
(ITAT)
The Commiss
-ioner of
Income Tax
Act, 1961 Income Tax 418.38 2008 - 2009 Income Tax
(Appeals)
x The Company does not have accumulated losses at the end of the
fnancial year. The Company has not incurred cash losses during the
fnancial year covered by the audit but has incurred cash losses in the
immediately preceeding fnancial year.
xi Based on our audit procedures and according to the information and
explanations given to us, we have noted default in repayment of term
loan installments with respect to four bank loan account and a loan
from a fnancial institution, and interest during the year which are due
to Banks and a Financial Institution. The unpaid overdue loan
installments and interest during the year in this regard as at 31st
march 2014 were INR 545.61 Million and INR 136.71 Million respectively.
The Company has since paid INR 19.80 Million of over due installment
and INR 29.03 Million of over due interest due to a Bank and Financial
Institution before the date of our report.
xii Based on our examination of records and the information and
explanations given to us, the Company has not granted any loans and/ or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of
the Order are not applicable to the Company.
xiv In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
xv The Company has given guarantees for loans taken from banks by a
subsidiary of its wholly owned foreign subsidiary. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima-facie prejudicial to the
interest of the Company.
xvi The Company has not taken any term loan from banks or fnancial
institution during the year. Hence the provisions of clause 4 (xvi) of
the Order are not applicable to the Company.
xvii According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the Company has not utilised short-terms funds towards
long-term investment.
xviii During the year under Audit, the Company has not made
preferential allotment of equity shares. However the Company has made
preferential allotment of share warrants convertible into equity shares
to persons covered in the Register maintained under Section 301 of the
Companies Act, 1956. The issue price of share warrants has been
determined as per the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 which in our
opinion is not prejudicial to the interest of the Company.
xix No debentures have been issued by the Company during the year and
hence, the provisions of clause 4 (xix) of the Order are not applicable
to the Company.
xx During the year the Company has not raised money by way of public
issue. Hence the provisions of clause 4 (xx) of the Order are not
applicable to the Company.
xxi During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the management.
For Ford, Rhodes, Parks & Co.,
Chartered Accountants
ICAI - Registration No: 102860W
Ramaswamy Subramanian
Partner
Membership No: 016059
Place : Chennai
Date : May 28, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of M/s Aban
Offshore Limited ("the Company"), which comprise the Balance Sheet as
at 31st March 2013, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of Section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by Management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i. in the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
ii. in the case of the Statement of Profit and Loss, of the Loss for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date Report on Other Legal and Regulatory
Requirements
1 As required by the Companies (Auditor''s Report) Order, 2003 (the
''Order'') issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the Order.
2 As required by Section 227 (3) of the Act, we report that:
a We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b In our opinion, proper books of account as required by law have been
kept by the Company, so far as it appears from our examination of those
books;
c The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of Section 211 of the Companies Act, 1956;
e On the basis of written representations received from the Directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of Clause (g) of sub-section (1) of
Section 274 of the Companies Act, 1956;
ANNEXURE TO THE AUDITORS'' REPORT
(Referred to in paragraph 1 of our report of even date under the
caption "Report on Other Legal and Regulatory Requirements)
i (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the Management during the year in a phased manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. No material discrepancies have come to the notice
on such physical verification.
(c) The Company has not disposed off any substantial part of fixed
assets during the year so as to affect its going concern status.
ii (a) As explained to us, the inventories have been physically
verified during the year by the Management. In our opinion the
frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verification between the physical stocks and the book
records have been dealt with in the books of account.
iii (a) The Company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, during the year, except
unsecured loan to its wholly owned foreign subsidiary as shown below:
Amount Outstanding
including Maximum amount
outstanding
Unsecured Loan
granted interest
receivable and
exchange including
interest
receivable
Company during the year difference at
the end of the year during the year
Rupees in
Millions Rupees in Millions Rupees in
Millions
Aban Holdings
Pte., Ltd.,
Singapore 1293.24 30.94 2942.68
(b) The rate of interest and other terms and conditions of such loan
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(c) The repayment of principal and payment of interest is on "on
demand" basis as per the loan agreement.
(d) The loan given by the Company to its wholly owned foreign
subsidiary company is repayable on demand and therefore the question of
overdue amount does not arise.
(e) The Company has taken loan from Companies covered in the Register
maintained under Section 301 of the Companies Act, 1956, during the
year, as shown below:
Amount
Outstanding
including Maximum
amount
outstanding
Unsecured
Loan taken
during interest
payable
at the end including
interest
payable
Company the year of the year during the
year
Rupees in
Millions Rupees in
Millions Rupees in
Millions
Aban Investments Private Ltd NIL 101.18 1057.30
Aban Ventures Private Ltd 594.00 281.15 466.80
Aban Informatics Private Ltd 59.50 63.70 63.70
(f) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(g) The repayment of principal during the year and payment of interest
is as per stipulations.
iv In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchases of fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal controls in respect of these areas.
v (a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956, that need to be
entered into the Register maintained under the said Section have been
entered in the said Register.
(b) In our opinion and according the information and explanations given
to us, the transactions made in pursuance of contracts or arrangements
referred to in (a) above and exceeding the value of INR 5,00,000/- with
any party during the year have been made at prices which appears to be
reasonable having regard to the prevailing market prices at the
relevant time.
vi The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 58A and 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and
the rules made there under.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii The Central Government has prescribed maintenance of Cost Records
under Section 209 (1) (d) of the Companies Act, 1956 in respect of
generation of electricity through wind power. We have broadly reviewed
the accounts and records of the Company in this connection and are of
the opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not however, made a detailed
examination of the same.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, in our opinion,
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
Tax, Service Tax, Cess and other material statutory dues applicable to
it. However minor delays have been noted during the year in the
remittance of Service Tax. We are informed that the Employees'' State
Insurance Scheme is not applicable to the Company. According to the
information explanations given to us, no undisputed amounts payable in
respect of above were in arrears as at 31st March 2013 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
Service Tax and Cess, which have not been deposited with appropriate
authorities on account of any dispute.
x The Company does not have accumulated losses at the end of the
financial year. The Company has not incurred cash losses during the
financial year covered by the audit but has incurred cash losses in the
immediately preceeding financial year.
xi (a) Based on our verification and according to the information and
explanations given to us,we have noted that the company has converted
two of its Indian Rupee term loans taken from banks into Foreign
Currency Term loan that have aggregate value of Rs.6682.64 Million as
at 31st march 2013.
(b) We have noted default in repayment of term loan instalments with
respect to one bank loan account and a loan from a financial
institution, and interest during the year which are due to Banks and a
Financial Institution. The unpaid overdue loan instalments and interest
during the year in this regard as at 31st march 2013 were INR 165.60
Million and INR 319.40 Million respectively.
The company has since paid INR 35.60 Million of over due instalment and
INR 203.45 Million of over due interest due to Banks and a Financial
Institution before the date of our report.
xii Based on our examination of records and the information and
explanations given to us, the Company has not granted any loans and/ or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of
the Order are not applicable to the Company.
xiv In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
xv The Company has given guarantees for loans taken from banks by a
subsidiary of its wholly owned foreign subsidiary. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima-facie prejudicial to the
interest of the Company.
xvi Except as stated in Para xi (a) regarding conversion of Indian
Rupee Term Loan into Foreign Currency Term loan, the Company has not
taken any term loan from banks or financial institution during the
year. Hence the provisions of clause 4 (xvi) of the Order are not
applicable to the Company.
xvii According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the Company has not utilised short-terms funds towards
long-term investment.
xviii According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and Companies covered in the Register maintained under Section 301 of
the Companies Act, 1956 during the year.
xix No debentures have been issued by the Company during the year and
hence, the provisions of clause 4 (xix) of the Order are not applicable
to the Company.
xx During the year the Company has not raised money by way of public
issue. Hence the provisions of clause 4 (xx) of the Order are not
applicable to the Company.
xxi During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the management.
For Ford, Rhodes, Parks & Co.,
Chartered Accountants
ICAI - Registration No: 102860W
Ramaswamy Subramanian
Partner
Membership No: 016059
Place : Chennai
Date : May 28, 2013
Mar 31, 2012
We have audited the attached Balance Sheet of M/s Aban Offshore
Limited, as at 31st March 2012, Statement of Profit and Loss and Cash
Flow Statement of the Company for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:
1 As required by the Companies (Auditor's Report) Order, 2003 (the
'Order') issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
2 Further to our comments in the annexure referred to in paragraph 1
above, we report that:
a We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b In our opinion, proper books of account as required by law have been
kept by the Company, so far as it appears from our examination of those
books;
c The Balance Sheet, Profit and Loss account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d In our opinion, the Balance Sheet, Profit and Loss account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
e Based on the representations made by the Directors and taken on
record by the Board of Directors of the Company and the information and
explanations given to us, none of the Directors is, as at 31st March
2012 prima-facie disqualified from being appointed as director in terms
of Clause (g) of sub-section (1) of Section 274 of the Companies Act,
1956 on the said date;
f In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the Notes thereon, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i. in the case of Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
ii. in the case of the Statement of Profit and Loss, of the Loss for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS' REPORT
(Referred to in paragraph 1 of our report of even date)
i (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us, the fixed assets have been physically verified
by the Management during the year in a phased manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. As explained to us no material discrepancies have
come to the notice on such physical verification.
(c) The Company has not disposed off any substantial part of fixed
assets during the year so as to affect its going concern status.
ii (a) As explained to us the inventories have been physically verified
during the year by the Management. In our opinion the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of in- ventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verification between the physical stocks and the book
records have been dealt with in the books of account.
iii (a) The Company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, during the year, except
unsecured loans to its wholly owned foreign subsidiary as shown below:
Unsecured Loan
granted Amount Outstanding
including Maximum amount
outstanding
during the year interest receivable
and exchange including
interest
Company difference at the
end of the year receivable
during the year
Rupees in Millions Rupees in Millions Rupees in Millions
Aban Holdings
Pte., Ltd.,
Singapore 1858.30 2942.68 7455.74
(b) The rate of interest and other terms and conditions of such loan
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(c) The repayment of principal and payment of interest is on "on
demandà basis as per the loan agreement.
(d) The loan given by the Company to its wholly owned foreign
subsidiary company is repayable on demand and therefore the question of
overdue amount does not arise.
(e) The Company has taken loan from Companies covered in the Register
maintained under Section 301 of the Companies Act, 1956, during the
year, as shown below:
Company Unsecured
Loan taken Amount Outstanding
including Maximum amount
outstanding
during the year interest payable
at the including
interest payable
end of the year during the year
Rupees in
Millions Rupees in Millions Rupees in Millions
Aban
Investments NIL 1058.1 1510.1
Private
Limited
Aban Ventures
Private Limited 231.8 234.5 234.5
(f) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(g) The repayment of principal during the year and payment of interest
is as per stipulations.
iv In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchases of fixed assets and for the sale of services. During the
course of our audit, no major weakness has been noticed in the internal
controls in respect of these areas.
v (a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956, that need to be
entered into the Register maintained under the said Section have been
entered in the said Register.
(b) In our opinion and according the information and explanations given
to us, the transactions made in pursuance of contracts or arrangements
referred to in (a) above and exceeding the value of rupees five lakhs
with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time.
vi The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 58A and 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and
the rules made there under.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii The Central Government has prescribed maintenance of Cost Records
under Section 209 (1) (d) of the Companies Act, 1956 in respect of the
wind power generating activity of the Company. We have broadly reviewed
the accounts and records of the Company in this connection and are of
the opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not however, made a detailed
examination of the same.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, in our opinion,
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
Tax, Service Tax, Cess and other material statutory dues applicable to
it. However minor delays have been noted during the year in the
remittance of Service Tax. We are informed that the Employees' State
Insurance Scheme is not applicable to the Company. According to the
information explanations given to us, no undisputed amounts payable in
respect of above were in arrears as at 31st March 2012 for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
Service Tax and Cess, which have not been deposited with appropriate
authorities on account of any dispute.
x The Company does not have accumulated losses at the end of the
financial year. The Company has incurred cash losses during the
financial year covered by the audit though in the immediately
preceeding financial year the Company has not incurred cash loss.
xi (a) Based on our verification and according to the information and
explanations given to us,we have noted that the company has rescheduled
10 term loans taken by the company from banks that have aggregate value
of Rs.17,746.03 Million as at 31st march 2012.
(b) We have noted default in repayment of term loan instalments and
interest during the year which are due to Banks and a Financial
Institution. The unpaid overdue loan instalments and interest during
the year in this regard as at 31st march 2012 were Rs. 159.04 Million
and Rs. 357.42 Million respectively.
The company has since paid Rs.132.84 Million of over due instalment and
Rs.146.5 Million of over due interest due to Banks and a Financial
Institution before the date of our report.
( c) During the year, the Company has repaid the amount of outstandings
on account of Foreign Currency Convertible Bonds in full on the due
date.
xii Based on our examination of records and the information and
explanations given to us, the Company has not granted any loans and/ or
advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii In our opinion, the Company is not a chit fund or a nidhi/ mutual
benefit fund/ society. Therefore, the provisions of clause 4(xiii) of
the Order are not applicable to the Company.
xiv In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
xv The Company has given guarantees for loans taken from banks by a
subsidiary of its wholly owned foreign subsidiary. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima-facie prejudicial to the
interest of the Company.
xvi In our opinion and according to the explanations given to us, the
term loans taken by the Company have been applied for the purpose for
which they were obtained.
xvii According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Com- pany, we are of
the opinion that the Company has not utilised short-terms funds towards
long-term investment.
xviii According to the information and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and Companies covered in the Register maintained under Section 301 of
the Companies Act, 1956 during the year.
xix No debentures have been issued by the Company during the year and
hence, the provisions of clause 4 (xix) of the Order are not applicable
to the Company.
xx During the year the Company has not raised money by way of public
issue. Hence the provisions of clause 4 (xx) of the Order are not
applicable to the Company.
xxi During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the management.
For Ford, Rhodes, Parks & Co.,
Chartered Accountants
ICAI - Registration No: 102860W
RAMASWAMY SUBRAMANIAN
Partner
Membership No: 016059
Place: Chennai
Date : May 30, 2012
Mar 31, 2011
We have audited the attached Balance Sheet of M/s. Aban Offshore
Limited, as at 31st March 2011, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company's Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:
1. As required by the Companies (Auditor's Report) Order, 2003 (the
'Order') issued by the Central Government of India in terms of sub -
section (4A) of Section 227 of the Companies Act, 1956, we enclose in
the annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order.
2. Further to our comments in the annexure referred to in paragraph 1
above, we report that:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b. In our opinion, proper books of account as required by law have
been kept by the Company, so far as it appears from our examination of
those books;
c. The Balance Sheet, Profit and Loss account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
e. Based on the representations made by the Directors and taken on
record by the Board of Directors of the Company and the information and
explanations given to us, none of the Directors is, as at 31st March
2011, prima-facie disqualified from being appointed as director in
terms of Clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956 on the said date;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the Notes thereon, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2011;
(ii) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORSÃ REPORT (Referred to in paragraph 1 of our
report of even date)
i (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us the fixed assets have been physically verified
by the Management during the year in a phased manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. As explained to us no material discrepancies have
come to the notice on such physical verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
ii (a) As explained to us the inventories have been physically verified
during the year by the Management. In our opinion the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verification between the physical stocks and the book
records have been dealt with in the books of account.
iii (a) The Company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, during the year, except
unsecured loans to its wholly owned foreign subsidiary as shown below:
Unsecured Loan
Granted Amount Outstanding
including Maximum Amount
Outstanding
during the year Interest receivable
and including
interest receivable
Company exchange difference
at the during the Year
end of the year
Rupees in Crores Rupees in Crores Rupees in Crores
Aban Holdings
Pte., Ltd.,
Singapore 419.40 745.22 961.74
(b) The rate of interest and other terms and conditions of such loan
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(c) The repayment of principal and payment of Interest is on `"on
demand" basis as per the loan agreement.
(d) The loan given by the Company to its wholly owned foreign
subsidiary company is repayable on demand and therefore the question of
overdue amount does not arise.
(e) The Company has taken loan from a company, covered in the Register
maintained under Section 301 of the Companies Act, 1956 during the
year, as shown below:
Unsecured Loan
taken Amount Outstanding
including Maximum Amount
Outstanding
during the year Interest payable
and including
interest payable
Company exchange difference
at the during the Year
end of the year
Rupees in Crores Rupees in Crores Rupees in Crores
Aban Investments
Private Limited 108 151.01 151.01
(f) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie, not prejudical to the interest of the
Company.
(g) The principal is not due for repayment during the year and payment
of interest is as per stipulations.
iv In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchases of fixed assets and for the sale of services. During the
course of our audit no major weakness has been noticed in the internal
controls in respect of these areas.
v (a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 that need to be
entered into the Register maintained under the said Section have been
entered in the said Register.
(b) In our opinion and according to the information and explanations
given to us, transactions made in pursuance of contracts or
arrangements referred to in (a) above and exceeding the value of rupees
five lakhs with any party during the year have been made at prices
which are reasonable having regard to prevailing market prices at the
relevant time.
vi The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 58A and 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and
the rules made thereunder.
vii In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
viii The Central Government has prescribed maintenance of Cost Records
under Section 209 (1) (d) of the Companies Act, 1956 in respect of the
wind power generating activity of the Company. We have broadly reviewed
the accounts and records of the Company in this connection and are of
the opinion, that prima facie, the prescribed accounts and records have
been made and maintained. We have not, however, made a detailed
examination of the same.
ix (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, in our opinion
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
Tax, Service Tax, Cess and other material statutory dues applicable to
it. We are informed that the Employees' State Insurance Scheme is not
applicable to the Company. According to the information and
explanations given to us, no undisputed amounts payable in respect of
above were in arrears, as at 31st March 2011 for a period of more than
six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
Service Tax and Cess, which have not been deposited with appropriate
authorities on account of any dispute.
x The Company has no accumulated loss as at 31st March 2011 and has not
incurred cash losses in the financial year under report or in the
immediately preceding financial year.
xi Based on our verification and according to the information and
explanations given to us, we have noted delay in payment of term loan
instalments during the year which are due to banks and financial
institution. However, these have been paid subsequently before the date
of our report. In April 2006, the Company has issued 1161 Foreign
Currency Convertible Bonds, out of which, 620 bonds have been converted
into equity shares upto the end of the year under audit. The Balance
amount has not become due for payment as at the close of the year.
xii Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and /
or advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii In our opinion, the Company is not a chit fund or a nidhi / mutual
benefit fund / society. Therefore, the provisions of clause 4 (xiii) of
the Order are not applicable to the Company.
xiv In our opinion, the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
xv The Company has given guarantees for loans taken from banks by a
subsidiary of its wholly owned foregin subsidiary. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima à facie prejudicial to
the interest of the Company.
xvi In our opinion and according to the explanations given to us, the
term loans taken by the Company have been applied for the purposes for
which they were obtained.
xvii According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company we are of
the opinion that the Company has not utilised short term funds towards
long term Investment.
xviiiThe Company has allotted Equity Shares under Employee Stock Option
Scheme to its employees in accordance with SEBI guidelines during the
year. The price fixed by the Board for these shares is reasonable and
not prejudicial to the interest of the Company.
xix No debentures have been issued by the Company during the year and
hence the provisions of clause 4 (xix) of the Order are not applicable
to the Company.
xx During the year the Company has not raised money by way of public
issue. Hence the provisions of clause 4 (xx) of the Order are not
applicable to the Company.
xxi During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the management.
For FORD, RHODES, PARKS & CO.,
Chartered Accountants
ICAI - Registration No.102860W
RAMASWAMY SUBRAMANIAN
Partner
Membership No: 016059
Place : Chennai
Date : May 26, 2011
Mar 31, 2010
We have audited the attached Balance Sheet of M/s. Aban Offshore
Limited, as at 31st March 2010, and also the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Companys Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
We report as follows:
1. As required by the Companies (Auditors Report) Order, 2003 (the
ÃOrder) issued by the Central Government of India in terms of sub -
section (4A) of Section 227 of the Companies Act, 1956, we enclose in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1
above, we report that:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b. In our opinion, proper books of account as required by law have
been kept by the Company, so far as it appears from our examination of
those books;
c. The Balance Sheet, Profit and Loss account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d. In our opinion, the Balance Sheet, Profit and Loss account and Cash
Flow Statement dealt with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956;
e. Based on the representations made by the Directors and taken on
record by the Board of Directors of the Company and the information and
explanations given to us, none of the Directors is, as at 31st March
2010, prima-facie disqualified from being appointed as director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956 on the said date;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements read
together with the notes thereon, give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010;
(ii) in the case of the Profit and Loss Account, of the Profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 1 of our
report of even date)
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) As explained to us the fixed assets have been physically verified
by the Management during the year in a phased manner, which in our
opinion is reasonable, having regard to the size of the Company and
nature of its assets. As explained to us no material discrepancies have
come to the notice on such physical verification.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) (a) As explained to us the inventories have been physically
verified during the year by the Management. In our opinion the
frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) The Company has maintained records of inventory. The discrepancies
noticed on verification between the physical stocks and the book
records have been dealt with in the books of account.
(iii) (a) The Company has not granted any loan secured or unsecured to
companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956, during the year, except
unsecured loans to its wholly owned foreign subsidiary as shown below:
Unsecured Amount Outstanding Maximum Amount
Loan Granted including Outstanding
during the Interest including
Company year (Net receivable interest
of Repayments) and at the receivable
exchange end of the year during the Year
difference
Rupees in Rupees in Rupees in
Crores Crores Crores
Aban Holdings
Pte., Ltd.,
Singapore 1258.43 835.32 2404.45
(b) The rate of interest and other terms and conditions of such loan
are, in our opinion, prima facie, not prejudicial to the interest of
the Company.
(c) The repayment of principal and payment of Interest is on Ãon
demandà basis as per the loan agreement.
(d) The loan given by the Company to its wholly owned foreign
subsidiary company is repayable on demand and therefore the question of
overdue amount does not arise.
(e) The Company has taken loan from a company, covered in the Register
maintained under Section 301 of the Companies Act, 1956 during the
year, as shown below:
Unsecured Amount Outstanding Maximum Amount
Loan taken including Interest Outstanding
Company during the year payable at the including
end of the year interest payable
during the Year
Rupees in Rupees in Rupees in
Crores Crores Crores
Aban Investments
Private Ltd., 150 42.87 150
(f) The rate of interest and other terms and conditions of such loans
are, in our opinion, prima facie, not prejudical to the interest of the
Company.
(g) The balance amount of principal is not due for repayment during the
year and payment of interest is as per stipulations.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of fixed assets and for the sale of
services. During the course of our Audit no major weakness has been
noticed in the internal controls in respect of these areas.
(v) (a) According to the information and explanations given to us, we
are of the opinion that transactions that need to be entered into the
Register maintained under Section 301 of the Companies Act, 1956 have
been entered in the said Register.
(b) In our opinion and according to the information and explanations
given to us, we are of the opinion that transactions that need to be
entered in the Register maintained under Section 301 of the Companies
Act, 1956 have been made at prices which are reasonable having regard
to prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits during the year from the
public within the meaning of the provisions of Section 58A and 58AA of
the Companies Act, 1956 or any other relevant provisions of the Act and
the rules made thereunder.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government has prescribed maintenance of Cost
Records under Section 209 (1) (d) of the Companies Act, 1956 in respect
of the wind power generating activity of the Company. We have broadly
reviewed the accounts and records of the Company in this connection and
are of the opinion, that prima facie, the prescribed accounts and
records have been made and maintained. We have not, however, made a
detailed examination of the same.
(ix) (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, in our opinion
the Company is regular in depositing with appropriate authorities
undisputed statutory dues including Provident Fund, Investor Education
and Protection Fund, Income Tax, Customs Duty, Sales Tax, Value Added
Tax, Service Tax, Cess and other material statutory dues applicable to
it. We are informed that the Employees State Insurance Scheme is not
applicable to the Company. According to the information and
explanations given to us, no undisputed amounts payable in respect of
above were in arrears, as at 31st March 2010 for a period of more than
six months from the date they became payable.
(b) According to the information and explanations given to us, there
are no dues of Income Tax, Customs Duty, Sales Tax, Value Added Tax,
Service Tax and Cess, which have not been deposited with appropriate
authorities on account of any dispute.
(x) The Company has no accumulated loss as at 31st March 2010 and has
not incurred cash losses in the financial year under report or in the
immediately preceding financial year.
(xi) Based on our audit procedures and according to the information and
explanations given to us, the Company has not defaulted in repayment of
dues to banks and financial institution. In April 2006, the Company has
issued 1161 Foreign Currency Convertible Bonds. 620 bonds have been
converted into Equity Shares upto the end of the year under our audit.
The balance amount has not become due for payment as at the close of
the year, though the balance has already become due for optional
conversion.
(xii) Based on our examination of the records and the information and
explanations given to us, the Company has not granted any loans and /
or advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of
the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4 (xiv) of the Order are not applicable to the
Company.
(xv) The Company has given guarantees for loans taken by a subsidiary
of its wholly owned foreign subsidiary from banks. According to the
information and explanations given to us, we are of the opinion that
the terms and conditions thereof are not prima à facie prejudicial to
the interest of the Company.
(xvi) In our opinion and according to the explanations given to us, the
term loans taken by the Company have been applied for the purposes for
which they were obtained.
(xvii) According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company we are of
the opinion that the Company has not utilised short term funds towards
long term Investment.
(xviii)The Company has allotted Equity Shares under Employee Stock
Option Scheme to its employees in accordance with SEBI guidelines
during the year. The price fixed by the Board for these shares is
reasonable and not prejudicial to the interest of the Company. The
Company has also allotted equity shares during the year to Qualified
Institutional Buyers at a price fixed as per provision of SEBI (Issue
of Capital and Disclosure Requirements) Regulations 2009.
(xix) No debentures have been issued by the Company during the year and
hence the provisions of clause 4 (xix) of the Order are not applicable
to the Company.
(xx) During the year the Company has not raised money by way of public
issue. Hence the provisions of clause 4 (xx) of the Order are not
applicable to the Company.
(xxi) During the course of our examination of the books of account, we
have neither come across any instance of fraud on or by the Company,
either noticed or reported during the year, nor have we been informed
of any such case by the management.
For FORD, RHODES, PARKS & CO.,
Chartered Accountants
ICAI - Registration No.102860W
RAMASWAMY SUBRAMANIAN
Partner
Membership No: 016059
Place : Chennai
Date : 25.05.2010
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