Directors Report of SVOGL Oil Gas and Energy Ltd.
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty fourth Annual Report
and the company's audited financial statement for the financial year
ended March 31, 2015.
Consolidated Financial Highlights: (Rs. in Millions)
Particulars 2014-15 2013-14
Operating Income 2048.62 3413.47
Other Income 500.15 262.28
Total Income 2548.77 3675.75
Profit before Interest, Depreciation
and Taxation (651.60) (1833.61)
Finance Cost 4199.05 4368.61
Depreciation & Amortization Expenses 3286.96 2283.31
(Loss)/Profit Before Taxation (8137.61) (8485.54)
Less: Prior Period Adjustments 3.59 -
Add: Minority Share in Loss (0.01) (0.01)
Profit for the Year (8134.01) (8485.53)
Provision for Tax:
-Income Tax Relating To Earlier years 6.56 -
-Income Tax - -
-Deferred Tax (136.25) (1582.37)
-Mat Credit - Utilized / (availed) - -
Net Loss/Profit after tax (8004.32) (6903.16)
Add : Surplus as per Last Balance Sheet 796.73 7699.89
Surplus available for appropriation (7207.59) 796.73
Appropriation:
Transferred to General Reserve - -
Surplus carried forward to the next
year (7207.89) 796.73
COMPANY'S PERFORMANCE
The consolidated operating income for the financial year 2014-15 has
decreased by 40% at Rs. 2048.62 millions against Rs 3413.47 millions in
the previous year due to lack of contracts resulting in dehiring of
equipments and liquidity constraints. There is a Net loss (after tax)
of Rs (8004.32) million as compared to loss of Rs (6903.16) million in
the previous year. EBITA margins are also negative at Rs (651.60)
millions as compared to Rs. (1833.61) million in the last year. As a
result net worth of the Company has gone negative to Rs (859.97)
millions from Rs 7582.56 millions as at 31st March, 2015.
DIVIDEND
In view of losses incurred by the Company, the Board of Directors
express its inability to recommend any dividend on equity shares for
the year under review.
REVIEW OF OPERATIONS
DRILLING ACTIVITIES DURING YEAR 2014-2015:
- Company deployed One no. 1000HP mobile Drilling Rig on dry lease
basis to Rasson Energy India (P) Limited Drilling and is operating
under contract with Sintex Oil & Gas Limited at Ahmedabad, Gujarat.
- Two no. 2000HP Rigs are working under a contract with Oil India
Limited at Duliajan, Assam for initial period of two years, extendable
for another year.
- One no. 2000HP, Drilling Rig is operating under contract with Oil
India Limited at Kakinada, Andhra Pradesh, KG - Basin to drill 3 no. of
exploratory wells with a provision of another two wells depending upon
the results of first three wells.
- One no. 900HP mobile Drilling/Workover Rig dry leased to Quippo got
dehired after completing workover contract with Cairns India and
presently stacked.
- Two no. 2000HP Drilling Rigs got dehired after successfully
completing contract with ONGC - Karaikal in the month of February 2015.
PROJECTS UNDER BIDDING:
- Company is Lowest Bidder against one no. 1400 HP Rig tender with
Oil India Limited, Duliajan, Assam. LOA is awaited.
In addition company has entered into MOU for giving
Drilling/Workover/Sesmic equipments on lease to Companies who will
deploy these assets on receipt of contracts from ONGC/Oil/Other
Companies.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY AFTER 31ST MARCH, 2015.
Presently, the Scenario of oil and gas industry has improved a lot.
ONGC and Oil India have already floated tenders worth about more than
7000 crores - after a gap of six/seven years-
Tenders of about Rs 2500cr have already closed & balance tenders are
expected to close in September, 2015.
In addition Drilling and Seismic tenders worth more than Rs 2500 crores
are expected shortly.
CHANGE IN CAPITAL STRUCTURE
During the year, there has been no change in the capital structure of
the Company. However, the Company has allotted 50,83,046 Equity Shares
of Rs 10/- each at a premium of Rs 5.955 per share on 30th April, 2015
as preferential allotment to ICICI Bank Ltd., in consideration for
conversion of their Funded Interest on Term Loans amounting to Rs 8.11
Crore pursuant to CDR scheme approved by CDR-EG in terms of ICDR
Regulations. These shares have been listed at BSE & NSE.
Accordingly, the paid-up share capital of the Company as on the date of
this Report is Rs 51,44,35,470 divided into 5,14,43,547 equity shares
of Rs 10/- each.
CORPORATE DEBT RESTRUCTURING (CDR)
CDR Scheme of the Company was approved by CDR-EG on 24th January, 2014
and is under implementation. However, the Company could not show
progress during the period, as Oil Majors have not come with major
tenders during this period. Now ONGC/Oil have come up with major
tenders and we are hopeful that all the deployable assets will be
engaged.
FCCB MATTERS
On 8th July 2010 had issued Bonds worth of US$ 80,000,000 5%
convertible bonds due on 17th August 2015. The Company agreed to pay
interest @ 5% p.a. semi-annually on 16th January and 16th July in each
year upto the due date. However, The Company could not discharge the
interest due on 16th July 2013. On such occurance of Event of Default,
the trustee Citicorp International Limited (Citicorp), accelerated the
entire Bond amount. The Company offered the defaulted interest amount
of $ 2 million Dollars in first week of August 2013. The Citicorp
refused to receive the amount and claimed entire Bond amount together
with interest. Citicorp on 23rd August filed Company petition No.
446/2013 in High Court of Delhi to Wind up Shiv-Vani and the same is
pending. The next date is 30.11.2015 for arguments.
Citicorp has also filed Proceedings in London Court for recovery of US$
84 million. The London Court passed summary judgement on 11th February
2014 directing the Company to pay the whole amount due under the Bonds.
The trustee of FCCB Holders filed Execution Petition in High Court of
Delhi to execute the London Court Judgement. The Company is contesting
the execution petition and the pending before Hon'ble High Court of
Delhi.
SERVICE TAX MATTERS
The Company could not pay its service tax liability from the year
2010-11 to 2012-13.Service Tax Department directed our clients in
february 2013 not to pay any amount to Company and remit the amounts
directly to Service Tax Department. The Company had moved a writ
petition before the Hon'ble Delhi High Court to allow it to pay the
service tax in installments. The Hon'ble Delhi High Court directed on
28/05/2014 to pay the same to the department equivalent to 1/3rd of the
amount received from its clients as turnover proceeds in Trust and
Retention Account (TRA) maintained with ICICI Bank Ltd. The said
arrangement is continuing. The next date of hearing is 03.11.2015.
EXTRACT OF ANNUAL REPORT
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014,
extract of Annual Return in Form MGT-9 for the financial year under
review has been provided is attached as Annexure ÂI.
MEETINGS OF THE BOARD
The details pertaining to number of Board Meetings held during the
financial year under review have been provided in the Corporate
Governance Report forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors confirm to the best of their knowledge and belief that:
(a) in the preparation of annual accounts for the year ended 31st
March, 2015,the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(b) the Directors' had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and a fair view of the state of
affairs of the Company and profit and loss of the Company as at 31st
March, 2015;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial contracts are
adequate and were operating efficiently.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013, Mr. Dwarka Das
Daga, Mr. Rajnish Gupta, Mr. Ghanshyam Das Binani and Mr. Kailash
Chandra Gupta, the Independent Directors of the Company have given a
declaration to the Company that they meet the criteria of independence
as specified under Section 149(6) of the Companies Act, 2013 and clause
49(II)(B)(1) of the listing agreement and there has been no change in
the circumstances which may affect their status as Independent
Directors.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Companies Act, 2013 and clause 49
of the listing agreement, the "Nomination and Remuneration
Committee" of the Board of Directors has approved the 'Nomination,
Appointment and Remuneration Policy which is available on the
Company's website (www.shiv-vani.com). The details of remuneration
paid to Executive and Non-Executive Directors have been provided in the
Corporate Governance Report forming part of this Annual Report.
AUDITORS AND AUDITORS' OBSERVATIONS
(a) Statutory Auditors
M/s Vijay Prakash Gupta & Associates, Chartered Accountants (Firm
Registration No 005570N), Statutory Auditors of the Company to hold
office from the conclusion of the Twenty Third Annual General Meeting
till the conclusion of the Twenty Fifth Annual General Meeting of the
Company, i.e. for a period of three years (subject to ratification of
their appointment at every Annual General Meeting) will hold office
until the conclusion of the ensuing Annual General Meeting of the
Company The Board of Directors recommends ratification of appointment
of M/s Vijay Prakash Gupta & Associates, Chartered Accountants to hold
office from the conclusion of this Annual General Meeting till the
conclusion of the Twenty Fifth Annual General Meeting of the Company
M/s Vijay Prakash Gupta & Associates have expressed their willingness
to get re-appointed as the Statutory Auditors of the Company and have
furnished a certificate of their eligibility and consent under Section
139(1) and 141 of the Companies Act, 2013 and the rules framed there
under.
Statutory Auditors' Observations in Audit Report and Directors'
explanation thereto -
The observations of Auditors in their Report are self explanatory by
nature and therefore do not require further explanation
(b) Secretarial Auditor - Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and Rules made thereunder,
M/s VLA & Associates, Company Secretaries, (Membership No.F7241 and
C.P.No.7622) has been appointed as a Secretarial Auditor to conduct the
Secretarial Audit for the financial year 2014-15. A Secretarial Audit
Report in Form MR-3 given by M/s VLA & Associates, Company Secretaries
has been provided in an Annexure-II which forms part of the Directors
Report.
Secretarial Auditors' Observations in Secretarial Audit Report and
Directors' explanation thereto -
(i) In respect of Point Pertaining to appoint women director as
required under the Companies Act, 2013 and Clause 49 of the listing
agreement.
Irrespective of above, the Company has been making its best endeavour
to find appropriate persons as women director on its Board since quite
sometime, however without much success and would still continue its
efforts to comly with the requirement of Clause 49(II)(A)(1) of Listing
Agreement.
(ii) In respect of Point Pertaining to provisions of regulations 30(1)
and regulations 31(1) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
Due to oversight intimation to stock exchanges was not made in respect
of regulation 30(1) and regulation 31(1) of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
(c) Internal Auditor - In terms of Section 138 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, the Company has
appointed Mr. Nayak Sah Mittal & Co., Firm Registration No.- 013647N,
and Partner Mr.Rama Kanta Nayak, Chartered Accountant (Membership no.
092979) as the Internal Auditor of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans,
guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 which require approval of the shareholder.
PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts / arrangements with related parties
referred to in Section 188(1) entered into during the financial year
under review as required to be given in Form AOC-2, have been provided
in an Annexure-III which forms part of the Directors' Report.
The Company has formulated a policy on Related Party Transaction and
also on dealing with Related Party Transactions. The policy is
disclosed on the website of the Company (www.shiv-vani.co.in/com).
All transactions entered into with the Related Party were as per RTP
policy adopted by the Company. Particulars of contracts or arrangement
with related parties as required under Section 134(3)(h) of the
Companies Act, 2013 are given in Annexure - III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars of conservation of energy, technology absorption,
foreign exchange earnings and outgo for the financial year under review
as required to be given under Section 134(3)(m) of the Companies Act,
2013 and the Rules made there under has been provided in an Annexure-IV
which forms part of the Directors' Report.
RISK MANAGEMENT
In terms of revised Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee, the details of which have been
provided in the Corporate Governance Report forming part of this Annual
Report. The Board of Directors has approved a Risk Management Policy
which is available on Company's website (www.shiv-vani. com). The
Company's risk management and mitigation strategy has been discussed
in the Management Discussion and Analysis Report forming part of this
Annual Report.
VIGIL MECHANISM
The vigil mechanism of the Company in term of the Listing Agreement
includes a Task Force comprising senior executives of the Company.
Protected disclosures can be made by a Whistle Blower through an email
or dedicated telephone lines or a letter to the Task Force.
EVALUATION OF THE BOARD'S PERFORMANCE
The information pertaining to Annual Evaluation of Board's
performance as required to be stated in terms of Section 134(3)(p) of
the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 have been provided in the Corporate Governance Report
forming part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) In terms of the provisions of Section 149, 150, 152 and other
applicable provisions of the Companies Act, 2013 and the Rules made
there under Mr. Dwarka Das Daga, Mr. Rajnish Gupta, Mr. Ghanshyam Das
Binani and Mr. Kailash Chandra Gupta were appointed at the 23 rd Annual
General Meeting of the Company on 30th September, 2014, to hold office
as Independent Directors of the Company for a period of five year i.e.
upto 31st March, 2019.
(ii) Pursuant to the provisions of Section 152(6) of the Companies Act,
2013 and the Rules made thereunder, Mr. Padam Singhee (DIN 00021995)
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-election.
(iii) No women Director has yet been appointed pursuant to Section 161
of the Companies Act, 2013 and SEBI guidelines pursuant to which each
listed Company shall have a Women Director on its Board on or before
31st March, 2015.
(iv) Cessation - the nomination of Mr. Sachikanta Mishra, Nominee
Director - IFCI Ltd. has been withdrawn By IFCI Ltd. Mr. Deepak Mishra
was appointed as a Director on the Board of the Company on 28th March,
2015 and his nomination was also withdrawn by IFCI Ltd. vide No
IFCI/NDC/2015-150603036 dated 3rd June, 2015 and he ceases to be
Director on the Board of the Company from 6th June, 2015.
The Board places on record its deep appreciation for the valuable
contribution made by Mr. Sachikanta Mishra and Mr. Deepak Mishra,
Directors.
(v) Following existing Directors and officials have been appoint as Key
Managerial Personnel of the Company in the meeting of Board of
Directors held on 18th November, 2014 : -
(a) Mr. Prem Singhee, Chairman & Managing Director;
(b) Mr. Anil Kumar Saxena, Chief Financial Officer
(c) Mr. Vimal Chadha, Company Secretary
(vi) Profile of Directors seeking appointment / re-appointment -
Profile of the directors seeking appointment / re- appointment as
required to be given in terms of Clause 49(VIII)(E)(1) of the Listing
Agreement forms part of the Corporate Governance part of the Annual
Report of the Company.
DETAILS OF SUBSIDIARY/ JOINT VENTURES
Pursuant to sub-Section (3) of Section 129 of the Act and Companies
(Accounts) Rules, 2014, the statement containing the salient features
of the financial statement of a Company's subsidiaries and joint
ventures is given as Annexure -V Performance and financial position of
each of the subsidiaries and joint venture companies included in the
consolidated financial statements.
Further, the annual accounts and related documents of the subsidiary
company shall be kept open for inspection at the Registered Office of
the Company. The Company will also make available copy thereof upon
specific request by any Member of the Company interested in obtaining
the same. Further, pursuant to Accounting Standard AS-21 issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
Debt Recovery Tribunal, Delhi has directed sale of four Rigs and one
directional drilling equipment by order dated 23rd June, 2015. It may
be noted that the said rigs were exclusively hypothecated with ICICI
Bank Ltd, Bahrain and the concerned loan of US Dollar 17.6 million will
stand repaid to ICICI Bank with the sale of said assets.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The details pertaining to internal financial control systems and their
adequacy have been disclosed in the Management Discussion and Analysis
Report forming part of this Annual Report.
AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with
Section 177(1) of the Companies Act, 2013, the details of which have
been provided in the Corporate Governance Report forming part of this
Annual Report. There has been no instance where the Board of Directors
had not accepted any recommendation of the Audit Committee. The
Company has formulated a Whistle Blower Policy to provide vigil
mechanism for employees including directors of the Company to report
genuine concerns which is available on the Company's website
(www.shiv-vani.com). COMMITTEES OF THE BOARD
The details of composition of Audit Committee and other committees of
the Board of Directors along with the attendance thereof is provided in
the Corporate Governance Report forming part hereof.
PARTICULARS OF EMPLOYEES
a) Statement showing details of employees drawing remuneration
exceeding the limits specified in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
A statement showing details of employees drawing remuneration exceeding
the limits specified in Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been provided in
an Annexure-VI A which forms part of the Director's Report.
b) Disclosures pertaining to remuneration of directors as required
under Schedule V to the Companies Act, 2013 Details pertaining to
remuneration of directors as required under Schedule V to the Companies
Act, 2013 have been provided in the Corporate Governance Report forming
part of this Annual Report. As the Company is under Corporate Debt
Restructuring, the Directors are not given any remuneration including
sitting fee because of tight financial position.
c) Payment of commission from subsidiaries - The Managing Director has
not received any commission / remuneration from any of the subsidiaries
of the Company during the year under review.
d) Information pertaining to remuneration to be disclosed by listed
companies in terms of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
The information / details pertaining to remuneration to be disclosed by
listed companies in terms of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 have been provided in
an Annexure-VI B.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Clause 49(VIII)(D), the Management Discussion and
Analysis Report on the operations and financial position of the Company
has been provided in a separate section which forms part of this Annual
Report. The Management Discussion and Analysis forming part of this
Annual Report for the year ended 31st March, 2015 at Annexure - VII.
CORPORATE GOVERNANCE
As required under Clause 49(X) of the Listing Agreement entered into by
the Company with the stock exchanges, a detailed report on corporate
governance has been provided in a separate section which forms part of
this Annual Report. The Company is in compliance with the requirements
and disclosures that have to be made in this regard except Clause
49(II)(A)(1). The auditors' certificate on compliance with corporate
governance requirements by the Company is attached to the Corporate
Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
Pursuant to the provisions of the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013 read with Rules
as amended upto date, the Company has constituted a Central Internal
Complaints Committee at its office. Central Internal Complaints
Committee has been given the responsibility to receive and address the
complaints received, if any, at all locations where the Company is
present. The Company has also taken certain steps to create awareness
about familiarization to the said policy having been put in place.
There was no instance of alleged sexual harassment reported during the
year under review.
TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND
Your company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, no funds were required to be
transferred to Investors Education and Protection Fund (IEPF).
CODE OF CONDUCT AND ETHICS
The Board of Directors has adopted a Code of Conduct and Ethics for the
Directors and Senior Executives of the Company. The objectives of the
Code is to conduct the Company's business ethically and with
responsibility, integrity, fairness, transparency and honesty. The Code
sets out a broad policy for one's conduct in dealing with the
Company, fellow Directors and Employees with the environment in which
the Company operates. The Code is available on the Company's website
:www.Shiv-vani.co.in/com.
OTHER DISCLOSURES
a) Deposits - During the year under review, the Company has not
accepted any deposits falling within the purview of Section 73 of the
Companies Act, 2013.
b) Equity shares with differential voting rights - During the year
under review, the Company has not issued equity shares with
differential voting rights as to dividend, voting or otherwise.
c) Sweat equity shares - During the year under review, the Company has
not issued any sweat equity shares.
d) Revision of financial statements and directors report - The Company
was not required to revise its financial statements or directors'
report during the year under review.
HUMAN RESOURCES
Your Company had cordial relations with employees across all locations
during the year.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
co-operation and support received from the government and semi
government agencies, especially from the Ministry of Petroleum and
Natural Gas, Government of India, all state level nodal agencies.
The Directors are thankful to all the Bankers, Financial Institutions
and the Investor Group for their support to the Company. The Board
places on record its appreciation for continued support provided by the
esteemed customers, suppliers, bankers, financial institutions,
consultants, bondholders and shareholders.
The Directors also acknowledge the hard work, dedication and commitment
of the employees. Their enthusiasm and unstinting efforts have enabled
the Company to emerge stronger than ever enabling it to maintain its
position as one of the leading players in the wind industry in India
and around the world.
For and on behalf of the Board of Directors
New Delhi (Padam Singhee) (Dwarka Das Daga)
August 14, 2015 Joint Managing Director Director
DIN: 00021995 DIN:00039664
Mar 31, 2014
Dear Members,
The directors present the 23rd Annual Report together with audited
accounts of your Company for the year ended 31st March, 2014.
Consolidated Financial Highlights:
(Rs. in Millions)
Particulars 2013-14 2012-13
Operating Income 3413.47 12,395.08
Other Income 262.28 127.98
Total Income 3675.75 12,523.06
Profit before Interest, Depreciation and
Taxation (1833.61) 5,715.92
Finance Cost 4368.61 3,221.18
Depreciation 2283.31 1,843.15
Profit Before Taxation (8485.54) 651.59
Add: Prior Period Adjustments 0.01 -
Add: Minority Share in Loss - 0.01
Profit for the Year (8485.53) 651.60
Provision for Tax:
-Income Tax Relating To Earlier years - 0.06
-Income Tax - 189.87
-Deferred Tax (1582.37) 38.56
-Mat Credit - Utilized / (availed) - 198.86
Net Profit after tax (6903.16) 224.25
Add : Surplus as per Last Balance Sheet 7699.89 7,515.64
Surplus available for appropriation 796.73 7,739.89
Appropriation:
Transferred to General Reserve - 40.00
Surplus carried forward to the next year 796.73 7,699.89
The consolidated operating income for the financial year 2013-14 has
decreased by 72.46% at Rs. 3,413.47 millions against Rs. 12,395.08
millions in the previous year. Due to lack of contracts resulting in
de-hiring of equipments and liquidity constraints, there is a net loss
after tax of Rs. 6903.16 millions in 2013-14 compared to net profit
after tax of Rs. 224.25 millions in 2012-13. EBITDA margin are also
negative at Rs. 1833.61 millions compared to Rs. 5715.92 million in the
last year. As a result the consolidated net worth of the Company has
declined to Rs. 7582.56 millions from Rs. 14754.09 millions as at 31st
March, 2013.
Dividend
Your Company was regular dividend paying company upto 2011-12. However,
considering the financials of the Company for the year 2013-14, the
Board of Directors do not find it prudent to recommend any dividend for
the FY 2013-14.
Review of Operations
DRILLING ACTIVITIES DURING YEAR 2013-14:
* Company deployed two no. 2000HP, Drilling Rigs under contract with
Oil India Limited at Duliayjan for initial duration of two year,
extendable for another year.
* Oneno. 2000HP, Drilling Rig is deployed under contract with Oil India
limited at Kakinada-K.G. Basin to drill 3 no. exploratory wells with
option for another two well.
* One no. 900HP mobile Drilling/workover rig is dry leased to Quippo
and is operating under contract with Cairn India at Barmer Project.
* Two no. 2000HP, High performance Drilling Rigs are under operation
with ONGC - Cauvery Project at Karaikal one of them has got dehired in
August, 2014 & the other is completing initial term of the Contract
during September, 2014.
* Some of the Drilling and Workover Rigs got dehired after successfully
completing initial contracts.
SEISMIC SURVEY SERVICES
The Company provides services for collection of data and its
interpretation both in two dimensional and three dimensional fields. In
seismic services, data is collected by causing an explosion in the area
beneath shot hole and then capturing resonance by geo phones and
telemetry system. This data helps in identifying the points for well
drilling.
Further, the Company is also participating in the contracts of Seismic
Data Acquisition of national, international and Private (LLP)
Companies.
During the current year the Company has successfully completed three
dimentional (3D) Seismic Survey for Syntex Oil. In this year, we will
again be working for Sintex Oil in their another block in Gujarat, near
Mehsana.
PROJECTS:
* Bid for 4 Drilling rigs of 2000HP is in active stage for ONGC Assam
Asset.
* Submitted Bid for one no. 1400HP Drilling Rig for a contract period 3
years with Oil India Limited, Duliajan, Assam
* Submitted Bid for 4 no. 750 HP workover Rigs for a contract period of
3 years with Oil India Limited, Duliajan, Assam. Bids shall be
submitted in the month of Spetember, 2014 for : -
* 2 Nos 2000 HP Drilling Rigs for a contract of three years with Oil
India Ltd.
* 1 No. 1400 HP Drilling rig for a contract of three years with Oil
India Limited.
* 2 No. 1000HP and 1 no. 1400HP drilling Rigs for ONGC for Kolkatta,
Tripura and Ahmedabad.
* 3 D Sesmic Data tender of ONGC in K G Basin and in Tripura having
approximate value of about Rs 500 Crs.
Fixed Deposits
Your Company has not accepted any fixed deposit under Section 58A of
the Companies Act, 1956 read with Companies (Acceptance of Deposit)
Rules, 1975, during the year.
Change in Capital Structure
During the year under review there was no change in the capital
structure of the Company Listing
The equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The
annual listing fee for the next financial year 2014-15 has been paid to
both the Stock Exchanges. The FCCBs are listed with Singapore Exchange.
Directors
During the year, Mr. Om Prakash Garg, Director resigned from the
position of a Director w.e.f. 13th February, 2014 and Capt. Hiteshi
Chander Malik resigned from the position of a Director. w.e.f. 17th
July, 2014.
The Board places its appreciation on record for the contribution and
support extended by Mr. Om Prakash Garg and Capt. Hiteshi Chander
Malik during their tenure as Director on the Board of the Company.
Mr. Ghanshyam Das Binani was coopted as an additional Director on the
Board w.e.f. 13th Febuary, 2014 and Mr. Kailash Chandra Gupta was
coopted as an additional Director on the Board w.e.f. 14th August,
2014.
In terms of the Companies Act, 2013 (''Act'') Independent Directors are
required to be excluded while computing the number of Directors to
retire by rotation. Accordingly, it is proposed to change the term of
office of Mr. Prem Singhee and Mr. Padam Singhee from ''non retiring''
to'' retiring by rotation''.
As on the date of the report, Mr. Dwarka Das Daga, Mr. Rajneesh Gupta,
Mr. Ghanshyam Das Binani and Mr. Kailash Chandra Gupta are Independent
Directors as per Clause 49 of the Listing Agreement and were appointed
under the Companies Act, 2013 as Directors liable to retire by
rotation. In order to give effect to the applicable provisions of
Section 149 and 152 of the Act, it is proposed that these Directors be
appointed as Independent Directors to hold the office for five
consecutive years from the date of this Annual General Meeting.
Mr. Prem Singhee retires by rotation at the ensuing Annual General
Meeting (AGM) and is eligible for re-appointment, which the Board
recommends.
Brief resume of the Directors proposed to be re-appointed, nature of
their expertise in specific functional areas and names of the companies
in which they hold directorship and membership/Chairmanship of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement are provided in the Notice for ensuing Annual General
Meeting.
CDR
CDR scheme of the Company has been approved by the CDR-EG on 24th
January, 2014 and is under implementation. A debt of INR 3448.65 Crore
has been conclusively restructured, additional funds provided and
interest funded.
The re-structuring of Company was based on a Techno-Economic Viability
Study and Feasibility Report which was conducted by an independent
third party consultant appointed by ICICI Bank Ltd. and involved a
detailed viability analysis of the industry, competition, future cash
flows and the new technology initiatives.
The Company had executed the Master Restructuring Agreement (MRA) /
other documents with 19 out of 22 lenders which accounts for 86.36% in
number & 81.83% in Value on 18th March, 2014 and had also fulfilled the
pre-requisite conditions for implementation of CDR Scheme. Accordingly,
the CDR scheme was accounted for in the books of the accounts in the
financial year ended 31st March, 2014 and the Scheme continues to be
under implementation in the current financial year. The company has
made significant progress on perfection of security and is also
ensuring compliance with other CDR conditions.
The successful implementation of CDR signifies the faith reposed by the
lenders in the business viability and long term prospects of the
Company.
FCCB Matter
Your Company had issued Foreign Currency Convertible Bonds of USD 80
Millions with 5% coupon which will mature in August 2015. The company
was regularly making payments of the coupon to bond holders since its
issuance except for the coupon due on 16th July, 2013 onwards due to
tight liquidity of the company
The trustee of the FCCB holders, with a view to accelerate the payments
has issued a notice to the Company for the payment of the whole amount
of the FCCB, The trustee of the FCCB holders has filed a Petition in
High Court of Delhi seeking Winding up of the Company The Company is
contesting the case and is of the view that the winding up petition is
liable to be dismissed.
Further, trustee of the FCCB holders also filed a case in London Court
for recovery of amount. The London Court passed Judgment directing
Company to pay the whole amount due under the Bonds. The trustee of the
FCCB holders filed Execution Petition in High Court of Delhi to execute
the London Court Judgment. The Company will contest the execution
petition, as in its view the London Court Judgment is not enforceable.
Audit and Systems
The Company''s internal control system includes audit and verification
of compliance with defined policies and procedures by Internal Audit
Function. The internal auditors independently evaluate the adequacy of
internal controls and audit the sample of the transactions in value
terms. Independence of the audit is ensured by the direct reporting of
internal audit function to the Audit Committee of the Board.
The Audit Committee met five times during the year. It reviewed, inter
alia, the adequacy and effectiveness of the internal control
environment and monitored implementation of the internal audit
recommendations including those relating to strengthening of your
Company''s risk management policies and systems. It also engaged in
overseeing the financial disclosures.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm having:
(i) followed in the preparation of the annual accounts for the
financial year 2013-14, the applicable accounting standards along with
proper explanation relating material departures, if any
(ii) Selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for that
year;
(iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company, and for
preventing and detecting fraud and other irregularities; and
(iv) prepared the annual accounts on a going concern basis.
Auditors and their Report
As per the provisions of the Companies Act, 2013, the auditors M/s.
Vijay Prakash Gupta & Associates, Chartered Accountants, and Statutory
Auditors of the Company retires at the conclusion of the ensuing Annual
General Meeting and are eligible offer themselves for reappointment and
are proposed to be re-appointed for three consecutive years from the
conclusion of the forthcoming annual general meeting untill the
conclusion of the 26th annual general meeting in the calender year
2017.
The observations made in the Auditors'' Report are explained wherever
necessary in appropriate notes to the accounts. Consolidated Financial
Statements
In accordance with the accounting standard (AS-21), your Directors are
pleased to attach the consolidated financial statements, which form
part of the Annual Report and Accounts.
In line with the general exemption granted by the Ministry of Corporate
Affairs vide Circular No 2/2011 dated 8th February, 2011, the report
and accounts of the subsidiary companies are not required to be
attached to the company''s accounts. Any shareholder of the Company, who
wishes to obtain the report and account of subsidiaries, may send a
request in writing to the Company Secretary at the registered office of
the Company
The Annual Accounts of the subsidiary companies are kept open for
inspection by any shareholders at the registered office of the Company
and of the concerned subsidiary company
In compliance with the terms of the exemption, summary of financial
information for each subsidiary which includes Capital, Reserves, Total
Assets, Total Liabilities, Details of Investment, Turnover, Profit
before taxation, Provision for taxation, Profit after taxation and
proposed dividend has been attached with this annual report.
Corporate Governance
Certificate of Auditors of your Company regarding compliance with the
conditions of corporate governance as stipulated in Clause 49 of the
Listing Agreement with the Stock Exchanges is attached to the report.
In compliance with the requirements of Clause 49(V), a certificate from
Managing Director and Chief Financial Officer was placed before the
Board.
All the Board members and Corporate Leadership Team (CLT) have affirmed
compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Chairman &
Managing Director is enclosed as a part of the Corporate Governance
Report. A copy of the Code is also placed at the website of the Company
(www.shiv-vani.com).
Management Discussion and Analysis
In terms of Clause49.IV(F) of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is presented
separately forming part of this report.
Particulars as per Section 217 of the Companies Act, 1956.
The information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
Section 217(1)(e) of the Companies Act, 1956, is set out in a separate
statement attached to this Report and forms part of it.
Particulars as per Section 217(2A) of the Companies Act, 1956.
In terms of the provisions of Section 217(2A) read with the Companies
(Particulars of Employees) Rules, 1975 as amended, the names and other
particulars of employees are set out in the annexure to the Directors
Report. As the Company is circulating Statement containing Balance
Sheet and Statement of Profit & Loss as per the provisions of Section
219(1)(b)iv) of the Companies Act, 1956, the Annual Report excluding
the aforesaid information is being sent to the members of the Company
Any member interested in obtaining such particulars may write to the
Company Secretary of the Company.
Investor Relations
The Company continued to generally maintain harmonious and cordial
relations with its workers in all its business. In compliance with
sub-clause (f) to the Clause 47 of the Listing Agreement, the Company
has designated an e-mail address i.e. [email protected] for the
purpose of registering complaints by investors for redressal of their
grievances. The Company has also an Investor Grievance Committee to
redress the issues relating to investors.
Companies Act, 2013
During the current financial year the Companies Act, 1956 has been
replaced by Companies Act, 2013 and became applicable for every Company
from 1st April, 2014. Your Company has been regular in keeping pace
with the changes that have become applicable and initiated necessary
actions accordingly to comply with the same.
Acknowledgement
Your Directors acknowledge with gratitude the co-operation and support
and cooperation extended by the stakeholders, customers, suppliers and
other business associates including financial institutions, banks,
Central & State Government authorities during the year under review
Your Directors thank the shareholders for their continued support. Your
Directors also place on record their appreciation of the contribution
made by employees at all levels.
For and on behalf of the Board
Shiv-Vani Oil & Gas Exploration Services Limited
New Delhi (Prem Singhee)
September 2, 2014 Chairman & Managing Director
Mar 31, 2012
Dear Members,
The directors present the 21st Annual Report together with audited
accounts of your Company for the year ended 31st March, 2012.
Consolidated Financial Highlights:
( Rs. in Millions)
Particulars 2011-12 2010-11
Operating Income 14,840.32 14,619.48
Other Income 322.53 123.37
Total Income 15,162.85 14,742.86
Profit Before Interest,
Depreciation and Taxation 7,211.56 6,946.04
Finance Cost 3,066.20 2,600.24
Depreciation 1,670.46 1,627.85
Profit Before Taxation 2,474.89 2,717.95
Add: Prior Period Adjustments 0.08 8.59
Add: Minority Share in Loss 0.01 0.01
Profit for the Year 2,474.98 2,726.55
Provision for Tax
- Income Tax Relating to
Earlier Years 0.46 0.15
-Income Tax 236.52 191.78
-MAT Credit (193.61) (92.38)
-Deferred 338.65 363.56
Net Profit after tax 2,092.97 2,263.45
Add : Surplus as per Last
Balance Sheet 8,026.55 5,971
Surplus available for
appropriation 10,119.52 8,234.33
Appropriation:
Transferred to General Reserve 50.00 100.00
Transferred to Debenture
Redemption Reserve 2,500.00 -
Proposed Dividend on Equity Shares 46.36 92.72
Dividend Distribution Tax on
Proposed Dividend 7.52 15.04
Surplus Carried Forward to
The Next Year 7,515.64 8,026.57
Total 10,119.52 8,234.33
The consolidated operating income for the financial year 2011-12 has
grown slightly by 1.5% at Rs. 14,840 millions against à 14,619 millions
in the previous year. Due to increase in the finance cost during the
year the profit after tax has declined by 7.5% from Rs. 2,263 millions in
2010-11 to Rs. 2,093 millions in 2011-12. However, the EBIDTA margin has
been improved at Rs. 7,212 million (48.59%) in 2011-12 as compared to Rs.
6,946 millions (47.51%) during the last year 2010-11.
The consolidated net worth of the Company has increased from Rs. 13,752
millions to Rs. 15,233 millions while standalone net worth has also grown
by Rs. 490 millions and reached at Rs. 9,846 millions as on 31st March
2012.
The comparison of the Company's performance for last 3 years is shown
in following graphs:
Dividend
For the financial year under review your Directors have recommended a
dividend of Rs.1.00 per equity share of Rs.10.00 each i.e. 10% on paid up
share capital of the Company, amounting Rs. 46.36 millions. The dividend,
if approved at the ensuing annual general meeting, will be paid to
those members whose names appear in the Register of Members as on the
close of working hours on 28th September 2012 and in respect of shares
held in dematerialized form it will be paid to the members whose names
are furnished by National Securities Depositories Limited and Central
Depository Services (India) Limited as beneficial owners.
The dividend would be tax free in the hands of shareholders.
Review of Operations
Recently your company has started its foray into the area of offshore
drilling by obtaining its maiden contract from Gulf of Suez Petroleum
Company (GUPCO) for deployment of an offshore jack up drilling rig in
Gulf of Suez, Egypt for an initial period of 2 1 year. GUPCO is a 50
-50 joint venture owned by British Petroleum ("BP") and The Egyptian
General Petroleum Company ("EGPC"). This contract will be executed
under our Singapore based 100% subsidiary viz. Shiv-Vani Singapore Pte
Limited. We have acquired offshore jack up drilling rig "Ocean
Heritage" now renamed as "Shiv-Vani Heritage" from Diamond Offshore
LLC, an offshore drilling company, of Delaware, USA.
Shiv-Vani Heritage is a self elevating drilling unit registered and
flagged in the Marshall Islands. Shiv-Vani Heritage has an outfitted
maximum water depth capability of 300ft and a drilling depth capability
of 20,000ft. The rig is acquired with all certification including the
ABS certificate.
It is a new beginning for your company and has set a strong offshore
drilling platform for Shiv-Vani. Acquisition of offshore rig should be
considered as an addition to the gamut of services provided by
Shiv-Vani.
Shiv-Vani currently owns and operates 40 on-land rigs and 8 seismic
crews. We provide onshore E&P services ranging from seismic services,
well drilling, work over operations, extraction of methane gas out of
coal beds (CBM) to integrated well services with projects all over the
country.
While continuing with the contracts of the last year with respect to E
& P Services ranging from seismic to well drilling related integrated
services, extraction of Methane from coal beds (CBM) we also got the
EPC contract for the erection of Coal Handling Plant (CHP) and setting
of Solar Power project as per the following:
Other Business Activities
Seismic Services:
We provide services in the collection and interpretation of seismic
data. We are capable of acquiring both two-dimensional and
three-dimensional seismic data, and have entered into a collaborative
agreement with a third-party which gives us the capability to provide
shallow water transit zone data services. Seismic data is collected by
causing an explosion in the area beneath a shot-hole and then capturing
the resulting resonance by a geophone and a telemetry system.
Interpretation of the seismic data collected helps in identifying the
precise points for well drilling.
During the year we have added two new clients for 3-D Seismic data
acquisition for an area of 144 square KM in Gujrat for Sintax Oil and
Gas Limited and we are continuing with our services with SNG Russia for
GAIL (India) Limited for an area of 605 square KM.
Drilling Operations:
Deep drilling services consist generally of well drilling, well
workover and directional drilling services. Your company on
consolidated basis has fleet of 40 onshore rigs with drilling capacity
up to a maximum depth of 8,000 metres. Out of 40 rigs 80% are brand new
in terms of drilling capacity and value with an average age of 3-4
years and residual life of about 35 years.
Your company is successfully running all the contracts with our
esteemed clients viz. ONGC, OIL India Limited etc and also obtaining
repeat contracts from existing employers.
CBM Operations:
Coal bed methane development exploration and exploitation is gradually
gaining importance as it reduces the greenhouse effect and earns carbon
credits by further preventing the direct emission of methane gas from
operating mines to the atmosphere. India has 247 Billions tonnes of
Coal Reserves à 3rd largest in the world. Total Sedimentary area for
CBM Exploration in India is 26,000 Sq Km, 36% of which is still
unexplored. The DGH expects CBM production to grow to more than 7mmscmd
over the next few years from present production of over 2mmscmd. Out of
this exploration has been initiated in about 60% area by way of CBM
rounds Following are the CBM bidding states:
CBM I : 7 Offered and 5 awarded
CBM II : 9 Offered and 8 awarded
CBM III : 10 offered and 10 awarded
CBM IV : 10 offered and 7 awarded
Shiv-Vani is pioneer and leading provider of integrated CBM development
services in India with ability to provide multilateral inseam,
horizontal directional drilling, resulting in significant increase in
flow rates and optimises CBM production. Your Company has got an
integrated contract of CBM for development, drilling and production
testing of 14 horizontal Wells and putting them under production with
requisite surface facilities for delivering the Gas at delivery point
and Drilling, Completion and Testing of Pilot Wells in four CBM Blocks
of Jharkhand.
We have drilled a total of 20 numbers of wells for CBM Project at
Bokaro as 3 Horizontal and 17 Vertical with the deployment of five no.
of rigs of different capacities as per the requirement of the project.
EPC Projects:
Apart from the existing contracts from ONGC for engineering,
construction and pre / post installation of gas gathering station, we
have got 2 contracts of Coal handling Plant of about Rs. 200 Cr. each
from Mahanadi Coalfileds Limited (MCL), a subsidiary of Coal India
Limited for Ananta siding V&VI, Jgannath Area of Talcher Coalfields
Near Talcher, Orissa. The project is a pre-engineered turnkey
assignment for design, supply, construction, erection, commissioning,
trial run and handing over of all the structures, equipment and other
sub-systems of the proposed coal transportation and silo loading
arrangement at Ananta OCP siding , Talcher coalfields of MCL. The first
contract for Rs.198.50 is executable over a period of 2 years and
another LOI of about Rs.200 Cr. (executable over a period of 2 years)
is expected shortly.
This is an E.P.C. contract. This does not need any capital expenditure.
Working capital limits plus mobilization advance from Coal India will
be sufficient to execute the project.
Fixed Deposits
During the period under review, your Company has not accepted any fixed
deposit under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 and as such no amount of
principal or interest was outstanding on 31st March, 2012.
Change in Capital Structure
During the year under review there was no change in the capital
structure of the Company.
The Company has redeemed 6% Redeemable Secured Optionally Convertible
Debentures (OCD) amounting to Rs. 2,500 millions on its maturity.
Listing
The equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The
annual listing fee for the next financial year 2012-13 has been paid to
both the Stock Exchanges. The FCCBs are listed with Singapore Exchange.
Directors
During the year, there was no change among the Directors except Mr
Sachikanta Mishra has been inducted by IFCI Limited as Nominee Director
on the Board of the Company on 13th February, 2012.
In accordance with the provisions of Section 255 and Section 256 of the
Companies Act, 1956 and Articles of Association of the Company, Mr Om
Prakash Garg and Capt. Hiteshi Chander Malik, Directors of the Company,
who retires by rotation, at the ensuing Annual General Meeting, and
being eligible, offer themselves for re-appointment. The Board
recommends their re-appointment.
Brief resume of the Directors proposed to be re-appointed, nature of
their expertise in specific functional areas and names of the companies
in which they hold directorship and membership/ Chairmanship of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement are provided in the Notice for ensuing Annual General
Meeting.
Human Resource Development
Your company believes that human resources are the main assets of the
Company and hence continues to be committed to the skill development
and upgradation of its human resources through various training
programmes, welfare activities and creating an environment which is
conducive for optimum performance.
Corporate Social Responsibility
Shiv-Vani upholds a deep conviction in Corporate Social Responsibility
(CSR) while translating of operations and business in reality at ground
level. The Initiative and social efforts has fortified the organization
in the direction of social responsibilities while working in the
remotest corner of the country. In fact it is a unique opportunity in
reaching to the far flung areas of our country to meet the business
commitments.
In the process we thought of utilizing this opportunity in the benefit
of local people, by taking of some proven initiatives so as, atleast
they could see the light of development. Our nature of business is such
that we have to remain at one place for at least couple of months to
meet the contractual requirements.
The following initiatives have been taken up at our working sites under
different programmes.
Strengthen the villagers: Under this programme we take up the
responsibility of educating our young and old people from the nearby
villages along with our crewmembers about the importance of Yoga and
Meditation in building up a strong and healthy village population. We
know that these people are very close to nature, so if the natural
method of strengthening their physical and mental faculties are
utilized, then it will bring wonder to our village population. Our
ancient Rishis and Saints had been teaching throughout their lives a
way of living to safeguard and to provide awakened civilization moving
in forward direction in their time. As it has been a proven method and
the time tested in centuries, We have taken this initiative to
regenerate a strong and resurgence village with a meaningful social
outlook.
Blood Donation Camp: We have also organized at times with the help of
local health agencies / Red Cross. The blood donation camp, so as our
crew and local people could be encouraged to donate the blood for the
needy persons. It is a greediness services and this must be cultured
and developed as habit with our local villagers. We know that there is
no harm in donating blood atleast twice in a year.
Social Forestry: We have taken up this initiative to educate people for
maintaining for ecological balance by planting trees wherever it is
mercilessly destroyed. The deteriorating areas of Jungles and the
denuded mountains are example of environmental and ecological mess
committed by our generation. This is the greatest challenge before the
modern civilisation, while maintaining its march to development and
progress.
We have noted the importance of plantation around our working areas. We
goes for plantation in large scale and we also encourage the villagers
to go for it. We provide saplings of those plants which could be useful
in those areas.
All the above efforts strengthen the organization in establishing the
relationship with remote villagers and a dialogue for possible social
development gets established.
Internal Control System
Your company believes that internal controls are vital element of
management and freedom should be exercised with suitable controls and
limitations. Your company left no stone unturned in ensuring an
effective internal control environment that provides operational
efficiency and appropriate security of its assets. This can be achieved
by continuously following the well established and robust processes of
internal audit. As such we have adequate internal control systems for
business processes across various profit and cost centers with regard
to efficiency of operations, financial reporting, compliance with
applicable laws and regulations etc.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that:
(i) In preparation of the annual accounts for the financial year
2011-12, the applicable accounting standards have been followed and no
material departures have been made from the same;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that year;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company, and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared the annual accounts on a going concern
basis.
CEO / CFO Certification
Pursuant to the requirement of clause 49 of the Listing Agreement CEO
and CFO certification is attached with Annual Report. CEO and CFO also
submits their certificates while placing the financial results before
the Board.
Code of conduct for Directors and senior management personnel
The code of conducts has been placed on the web site of the Company.
All the directors and senior management personnel have affirmed the
compliances with these codes during the financial year 2011-12.
Auditors and their Report
M/s Vijay Prakash Gupta & Associates, Chartered Accountants, Statutory
Auditors of the Company will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
The Company has received from M/s Vijay Prakash Gupta & Associates,
Chartered Accountants the consent letter for appointment as Statutory
Auditors of the Company for the financial year 2012-13, declaration
under Section 224(1B) of the Companies Act, 1956 and Peer Review
Certificate issued by the Institute of Chartered Accountants of India.
They have further declared that they are not disqualified for such
appointment/ re-appointment within the meaning of Section 226 of the
Companies Act, 1956.
The Audit Committee and the Board of Directors recommend appointment of
M/s Vijay Prakash Gupta & Associates, Chartered Accountants as the
Statutory Auditors of the Company for the financial year 2012-13 for
shareholders approval.
The observations made in the Auditors' Report are self explanatory and
does not call for any further clarifications under Section 217(3) of
the Companies act, 1956.
Subsidiary Companies & Consolidated Financial Results
During the year under review Shiv-Vani Infra Limited has been
incorporated as wholly owned subsidiary of the Company.
Consolidated Financial Statements pursuant to Clause 41 of the Listing
Agreement entered into with the Stock Exchanges and prepared in
accordance with the Accounting Standards prescribed by the Institute of
Chartered Accountants of India, are attached for your reference.
In line with the general exemption granted by the Ministry of Corporate
Affairs vide Circular No 2/2011 dated 8th February, 2011, the report
and accounts of the subsidiary companies are not required to be
attached to the company's accounts. Any shareholder of the Company, who
wishes to obtain the report and account of subsidiaries, may send a
request in writing to the Company Secretary at the registered office of
the Company.
The Annual Accounts of the subsidiary companies are kept open for
inspection by any shareholders at the registered office of the Company
and of the concerned subsidiary company.
In compliance with the terms of the exemption, summary of financial
information for each subsidiary which includes Capital, Reserves, Total
Assets, Total Liabilities, Details of Investment, Turnover, Profit
before taxation, Provision for taxation, Profit after taxation and
proposed dividend has been attached with this annual report.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed report on the Corporate Governance system and
practices of the company is given in a separate section in this annual
report. Additional information for the shareholders is given in
Additional Shareholders' Information section.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this report.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is presented
separately forming part of this report.
Particulars as per Section 217 of the Companies Act, 1956.
The information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo required under
Section 217(1)(e) of the Companies Act, 1956, is set out in a separate
statement attached to this Report and forms part of it.
In accordance with the provisions of Section 217(2A) read with the
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees are provided in Annexure-2 attached with this
report.
Investor Relations
Investor Relations have been cordial during the year. As a part of
compliance, the Company has an Investor Grievance Committee to redress
the issues relating to investors. The details of the Committee are
provided in the Corporate Governance Report forming part of the Annual
Report.
Acknowledgement
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and cooperation extended by the
stakeholders, customers, suppliers, bankers and other business
associates including financial institutions, banks, Central & State
Government authorities during the year under review.
Your Directors place on record their deep appreciation for the
exemplary contribution made by employees at all levels. Their dedicated
efforts and enthusiasm have been pivotal to your Company's growth.
For and on behalf of the Board
Shiv-Vani Oil & Gas Exploration Services Limited
New Delhi (Prem Singhee)
September 3, 2012 Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors are pleased to present 20th Annual Report on the
business and operations together with the annual accounts of the
Company for the financial year ended 31st March, 2011.
Consolidated Financial Highlights: (Rs. in Millions)
Particulars FY 2010-11 FY 2009-10
Operating and Other Income 14,744.42 12,571.68
Profit before Interest, Depreciation
and Taxation 6,872.86 5,593.97
Interest 2,584.74 1,920.44
Depreciation 1,570.17 1,071.61
Profit Before Taxation 2,717.95 2,601.92
Add: Prior Period Adjustments 8.59 -
Add: Minority Interest in Loss 0.01 0.01
Profit for the Year 2,726.55 2,601.93
Provision for Taxes:
- Income Tax Relating To Earlier years 0.15 49.03
- Income Tax 191.78 274.87
- Deferred 363.56 441.76
- Mat Credit (92.38) (154.88)
Net Profit after tax 2,263.44 1,991.15
Add : Surplus as per Last Balance Sheet5,970.88 4,092.70
Surplus available for appropriation 8,234.32 6,083.85
Appropriation:
Transferred to General Reserve 100.00 50.00
Transferred to Legal Reserve - 8.91
Proposed Dividend on Equity Shares 92.72 46.36
Dividend Distribution Tax on Proposed
Dividend 15.04 7.70
Surplus carried forward to the next
year 8,026.56 5,970.88
Total 8,234.32 6,083.85
On consolidated basis the operating income for the year under review
grew by 16.77% at Rs. 14,619.83 millions against Rs. 12,520.09 millions in
the previous year. Profit before tax has also increased from Rs. 2,601.92
millions in 2009-10 to Rs. 2,717.95 millions in 2010-11.
The consolidated net worth of the Company has increased from Rs. 11,581
millions to Rs. 13,706 millions while standalone net worth has also grown
by Rs. 277 millions and reached at Rs. 9,356 millions as on 31st March
2011.
The comparison of the Company's performance for the last 3 years is
shown in the following graphs:
Dividend
Your directors are pleased to recommend a dividend of Rs. 2/- per equity
share of Rs. 10/- each (i.e. 20%) for the financial year 2010-11
(previous year it was 10%). The dividend, if approved at the ensuing
Annual General Meeting, will be paid to those members whose names
appear in the Register of Members as on 27th September, 2011 and in
respect of shares held in dematerialized form it will be paid to the
members whose names are furnished by National Securities Depositories
Limited and Central Depository Services (India) Limited as beneficial
owners.
The dividend would be tax free in the hands of shareholders.
Review of Operations
Our business consists of wide range of integrated services including
onshore E&P services ranging from seismic services, well drilling, work
over operation, extraction of methane gas out of coal beds (CBM) to
integrated well services with projects spread across over 36 sites in
India and Oman (Middle East) providing cost and time advantage. Our
total drilling / workover fleet consists of 40 Drilling Rigs, out of
which 15 Rigs (14 brand new state of the art equipments) have capacity
to drill wells up to a depth of 6000 meters, while one Rig of 3000 HP
can drill up to 8000 meters. We also have 8 sets of Seismic equipments
to carry out operations in varied terrains ranging from mountains to
dense forests. Other than oil & gas service activities in Oman,
substantially all of our revenues are derived from our business
activities in India. As on 31st March, 2011, we have 33 operative sites
throughout India.
During the year under review the Company has secured one contract from
ONGC for engineering, construction and pre/post installation of Gas
Gathering Station & Pipeline (10.50 KM of 10" diameter and 30 KM of 20"
diameter) at Sonamura, Tripura. The work on the project has commenced
during the current year.
In addition, during the year the Company has also started operations on
its Seismic Contract in Transit Zone at KG Basin, Andhra Pradesh - a
new line of operation. We are the only company in India, which is doing
Seismic Data acquisition activity in Transit Zone by using own Marine
Energy Source (Air Gun).
The detail of High capacity Drilling Rigs deployment chart is stated
below:
S.
No. Location No of Rigs Deployed Capacity
1 Sibsagar (Asam) 1 3000 HP Rig
2 Sibsagar (Asam) 3 2000 HP Rig
3 Agartala (Tripura) 2 2000 HP Rig
4 Rajhamundry (AP) 2 2000 HP Rig
5 Ankleshwar (Gujrat) 2 2000 HP Rig
6 Duliajan (Asam) 2 2000 HP Rig
7 Jabalpur (MP) 1 2000 HP Rig
8 Duliajan (Asam) 2 1500 HP Rig
Fixed Deposits
During the period under review, your Company has not accepted any fixed
deposit under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 and hence no amount of
principal or interest was outstanding on 31st March, 2011.
Change in Capital Structure
During the year under review there is no change in the authorized and
paid up equity share capital of the Company. However, the Company has
allotted Foreign Currency Convertible Bonds (FCCB) for USD 80,000,000,
which has been listed on Singapore Stock Exchange. During the year
under review the Company has also allotted 6% Redeemable, Secured,
Optionally Convertible Debentures (OCD) amounting to Rs. 2,500 millions
for a term not exceeding to 18 months.
Listing
The equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and The National Stock Exchange of India
Limited (NSE), while the FCCB are listed on Singapore Stock Exchange.
The annual listing fee for the financial year 2010-11 has been paid to
BSE & NSE both.
Directors
During the year, there was no change in the composition of the Board of
Directors.
In accordance with the provisions of Section 255 and Section 256 of the
Companies Act, 1956 and Articles of Association of the Company, Mr.
Prateep Kumar Lahiri and Mr. Rajneesh Gupta, the Directors of the
Company, who retires by rotation, at the ensuing Annual General
Meeting, and being eligible, offer themselves for re-appointment. The
Board recommends their re-appointment.
Brief resume of the Directors proposed to be re-appointed, nature of
their expertise in specific functional areas and names of the companies
in which they hold directorship and membership/ Chairmanship of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement are provided in the Notice for ensuing Annual General
Meeting.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
confirmed that:
(i) In preparation of the annual accounts for the financial year
2010-11, the applicable accounting standards have been followed and no
material departures have been made from the same;
(ii) The appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year 2010-11 and of the profit of
the Company for the year under review;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company, and for preventing and detecting fraud and other
irregularities; and
(iv) The annual accounts of the Company for the financial year ended
31st March, 2011 have been prepared on a going concern basis.
CEO / CFO Certification
Pursuant to the requirement of clause 49 of the Listing Agreement CEO
and CFO certification is attached with Annual Report. CEO and CFO also
submits their certificates while placing the financial results before
the Board.
Code of conduct for Directors and senior management personnel
The code of conducts has been placed on the web site of the Company.
All the directors and senior management personnel have affirmed the
compliances with these codes during the financial year 2010-11.
Auditors and their Report
M/s Vijay Prakash Gupta & Associates, Chartered Accountants, Statutory
Auditors of the Company will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
M/s Vijay Prakash Gupta & Associates, Chartered Accountants have
confirmed their eligibility and willingness to accept office of the
Statutory Auditors of the Company for the financial year 2011-12, if
re-appointed.
The Audit Committee and the Board of Directors recommend appointment of
M/s Vijay Prakash Gupta & Associates, Chartered Accountants as the
Statutory Auditors of the Company for the financial year 2011-12 for
shareholders approval.
The observations made in the Auditors' Report are self explanatory and
do not call for any further clarifications.
Internal Control System
The Company has a proper and adequate Internal Control System devised
through its extensive experience that ensures control over various
functions of its business. These control systems ensures the timely and
accurate recording of financial transactions and adherence to
applicable accounting standards, proper utilization and safety of its
assets, strict compliances with various corporate laws, regulations and
management policies, effective management information system etc.
Periodic audits conducted by Internal Auditors and Statutory Auditors
provide means whereby any weakness, whether financial or otherwise, is
identified and rectified in time.
Subsidiary Companies
The Company has nine subsidiaries as on March 31, 2011. During the year
Shiv-Vani Energy Limited became the wholly owned subsidiary company.
Out of these nine subsidiaries two are step down while seven are direct
subsidiary companies.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' Report, Balance Sheet and Profit & Loss Account,
Auditors' Report and other documents of our subsidiaries to our annual
report. The Ministry of Corporate Affairs, Government of India vide its
circular no. 2/2011 dated 8th February 2011 has provided an exemption
to companies from complying with section 212, provided such companies
publish the audited consolidated financial statements in the annual
report. Accordingly, the financial statements and other documents of
our subsidiaries are not being attached with the annual report 2010-11
of the Company. The audited annual accounts and other related documents
& information of our subsidiaries, where applicable, will be made
available for inspection during business hour at our registered office
in New Delhi, India and the same will also be provided to any member of
the Company who is interested in obtaining the same.
The consolidated financial statements, in terms of Clause 32 of the
Listing Agreement and prepared in accordance with Accounting Standard
21 as specified in Companies (Accounting Standards) Rules, 2006 also
form part of this annual report.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, investments,
turnover, profits, provision for taxation, proposed dividend, if any,
etc. is attached to this annual report.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement a detailed report on the
Corporate Governance systems and practices of the Company are given in
a separate section in this annual report. Additional information for
the shareholders is provided in Additional Shareholders' Information
section.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this report.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is presented
separately forming part of this report.
Conservation of energy, technology, absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology,
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with Companies
(Disclosure of Particulars) in the Report of the Board of Directors
Rules, 1988 are given in annexure-1 to this report.
Statement of Employees' Particulars
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended, is given in the annexure-2 to the this Report.
Investor Relations
As a part of compliance, the Company has an Investor Grievance
Committee to redress the issues relating to investors. The details of
the Committee are provided in the Corporate Governance Report forming
part of the Annual Report.
Acknowledgement
Your Directors take this opportunity to thank the vendors, stakeholders
including financial institutions, banks, Central & State Government
authorities, other business associates, who have extended their
valuable sustained support and encouragement during the year under
review.
Your Directors are thankful to the shareholders and customers for their
continued patronage. Your Directors wish to place on record their
appreciation for the significant contribution made by the employees at
all levels.
For and on behalf of the Board
Shiv-Vani Oil & Gas Exploration Services Limited
New Delhi (Prem Singhee)
August 31, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 19th Annual Report on
the business and operations of the Company together with the Annual
Accounts for the year ended 31st March, 2010.
Consolidated Financial Highlights:
Amount (Rs. in Millions)
Particulars FY 2009-10 FY 2008-09
Operating and Other Income 12,571.68 9,019.95
Profit before Interest,
Depreciation and Taxation 5,603.62 3,828.99
Interest 1,930.09 844.96
Depreciation 1,071.61 502.21
Profit before Taxation 2,601.92 2,481.82
Provision for Tax
- Income Tax relating to earlier years 49.03 37.48
- Income Tax 274.87 224.02
- Fringe Benefit - 7.66
- Deferred 441.75 285.51
- Mat Credit -154.88 -
Net Profit after tax 1,991.15 1,927.15
Add : profit brought forward from
previous year 4,092.70 2,236.50
Surplus available for appropriation 6,083.85 4,163.65
Appropriation:
Transferred to General Reserve 50.00 11.90
Transferred to Legal Reserve 8.91 7.69
Proposed Dividend on Equity Shares 46.36 43.90
Dividend Distribution Tax on
Proposed Dividend 7.70 7.46
Surplus carried forward to the
next year 5,970.88 4,092.70
Total 6,083.85 4,163.65
On consolidated basis the operating income for the year under review
grew by 43.70% at Rs. 12,520.09 millions against Rs. 8,712.75 millions
in the previous year. Profit before tax has also increased from Rs.
2,481.82 millions in 2008-09 to Rs. 2,601.92 millions in 2009-10.
The consolidated net worth of the Company has increased from Rs.
8,902.67 millions to Rs. 11,869.40 millions while standalone net worth
has also grown by Rs. 1,741.54 millions and reached at Rs. 9,079.16
millions as on 31st March 2010.
Dividend
For the financial year your Directors have recommended a dividend @ 10%
i.e. Rs. 1/- per equity share, same as last year, amounting to Rs.
54,060,401/- inclusive of tax on dividend. The dividend, if approved at
the ensuing Annual General Meeting, will be paid to those members whose
names appear in the Register of Members as on 27th September, 2010 and
in respect of shares held in dematerialized form it will be paid to the
members whose names are furnished by National Securities Depositories
Limited and Central Depository Services (India) Limited as beneficial
owners.
The dividend would be tax free in the hands of shareholders.
Review of Operations
We believe that our success stands from our business model consisting
of wide range of services spanning the entire spectrum for oil & gas
exploration and production services i.e. from seismic surveys to deep
drilling, well workover drilling, integrated services and specialized
projects like coal bed methane (CBM) development services, which
involves specialized expertise in directional drilling. Other than our
oil & gas service activities in Oman,
substantially all of our revenues are derived from our business
activities in India. As of 31st March, 2010, 36 sites throughout India
are operative. Our principal areas of operations are : -
(a) Seismic services
(b) Deep drilling services
(c) CBM development services
(d) Integrated well services
(e) Other services
During the year we have commenced operations of six 2000 HP Rigs
located at various sites in India, against Rs. 16.10 Billion contract
received from ONGC. Contract is to deploy 8 rigs with integrated
services like directional drilling, mud engineering etc.
The detail of commenced rigs & their location is as under.
S.No Location Capacity
1 Tripura 2000 HP rig
2 Sibsagar 2000 HP rig
3 Sibsagar 2000 HP rig
4 Rajahmundry 2000 HP rig
5 Rajahmundry 2000 HP rig
6 Sibsagar 2000 HP rig
The remaining two rigs commenced operations in current year 2010-11 as
under:-
- 3000 HP Rig at Sibsagar (Largest onland Rig of India) - in
April 2010
- 2000 HP at Agartala - in August 2010
Three workover rigs also commenced operations at Rajahmundry &
Ankleshwar for ONGC during the year.
Fixed Deposits
During the period under review, your Company has not accepted any fixed
deposit under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 and hence no amount of
principal or interest was outstanding on 31st March, 2010.
Change in Capital Structure
During the year M/s Templeton Strategic Emerging Markets Fund III
L.D.C. was allotted 2,457,895 Equity Shares of Rs. 10/- each at a
premium of Rs. 370/- on preferential basis, resulting to increase in
the Paid up Share Capital of the Company to Rs. 463,605,010/-
consisting of 46,360,501 Equity Shares of Rs. 10/- each.
During the year under review 6,000,000 convertible warrants, which were
allotted on 29 March 2008 to promoter group were forfeited due to non
exercise of conversion option by the warrants holders.
In the current year 2010-11, the Company has successfully allotted
Foreign Currency Convertible Bonds (FCCBs) for USD 80,000,000. These
FCCBs have been listed on Singapore Stock Exchange.
Listing
The equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The
annual listing fee for the financial year 2010-11 has been paid to both
the Stock Exchanges.
Directors
During the year, there was no change among the Directors
In accordance with the provisions of Section 255 and Section 256 of the
Companies Act, 1956 and Articles of Association of the Company, Mr
Dwarka Das Daga and Capt. Hiteshi Chander Malik, Directors of the
Company, who retires by rotation, at the ensuing Annual General
Meeting, and being eligible, offer themselves for re-appointment.
The Board recommends their re-appointment.
Brief resume of the Directors proposed to be re-appointed, nature of
their expertise in specific functional areas and names of the companies
in which they hold directorship and membership/ Chairmanship of
Committees of the Board, as stipulated under Clause 49 of the Listing
Agreement are provided in the Notice for ensuing Annual General
Meeting.
Directorsà Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
confirmed that:
(i) In preparation of the annual accounts for the financial year
2009-10, the applicable accounting standards have been followed and no
material departures have been made from the same;
(ii) The appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year 2009-10 and of the profit of
the Company for the year under review;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company, and for preventing and detecting fraud and other
irregularities; and
(iv) The annual accounts of the Company for the financial year ended
31st March, 2010 have been prepared on a going concern basis.
CEO / CFO Certification
Pursuant to the requirement of clause 49 of the Listing Agreement CEO
and CFO certification is attached with Annual Report. CEO and CFO also
submit their certificates while placing the financial results before
the Board.
Code of conduct for Directors and senior management personnel
The code of conducts has been placed on the web site of the Company.
All the directors and senior management personnel have affirmed the
compliances with these codes during the financial year 2009-10.
Auditors and their Report
M/s Vijay Prakash Gupta & Associates, Chartered Accountants, Statutory
Auditors of the Company will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
The Company has received from M/s Vijay Prakash Gupta & Associates,
Chartered Accountants, the consent letter for appointment as Statutory
Auditors of the Company for the financial year 2010-11, declaration
under Section 224(1B) of the Companies Act, 1956 and Peer Review
Certificate issued by the Institute of Chartered Accountants of India.
They have further declared that they are not disqualified for such
appointment/ re-appointment within the meaning of Section 226 of the
Companies Act, 1956.
The Audit Committee and the Board of Directors recommend appointment of
M/s Vijay Prakash Gupta & Associates, Chartered Accountants as the
Statutory Auditors of the Company for the financial year 2010-11 for
shareholders approval.
The observations made in the Auditorsà Report are self explanatory and
do not call for any further clarifications.
Internal Control System
The Internal Control System of the Company has been devised through its
extensive experience that ensures control over various functions of its
business. Periodic audits conducted by Internal Auditors and Statutory
Auditors provide means whereby any weakness, whether financial or
otherwise, is identified and rectified in time.
Subsidiary Companies
The Company has eight subsidiaries as on March, 31, 2010. List of
subsidiaries which have been consolidated at the year end is given in
the notes to the Accounts.
Pursuant to Accounting Standard AS-21 issued by the Institute of
Chartered Accountants of India and Listing Agreement as prescribed by
Securities & Exchange Board of India (SEBI), Consolidated Financial
Statements, which includes the financial information of the
subsidiaries, are enclosed and forms part of this Annual Report.
Annual Accounts of the subsidiary companies and the related information
will be made available to the investors of holding and subsidiary
companies seeking information at any point of time and the Annual
Accounts of the subsidiary
companies will also be kept for inspection by any investor at its
registered office and that of the subsidiary companies concerned.
As per Section 212 of the Companies Act, 1956, we are required to
attach with the Balance Sheet of the Company, the Directorsà Report,
Balance Sheet and Profit & Loss Account, Auditorsà Report etc. of
Subsidiary Companies.
We believe that the Consolidated Financial Statements present a more
comprehensive picture rather than the standalone financial statements.
We, therefore, applied to the Ministry of Corporate Affairs, Government
of India for exemption from the requirement to present detailed
financial statements of each subsidiary. The Ministry of Corporate
Affairs, Government of India has approved the same vide its letter No
47/ 453/ 2010-CL-III dated 17th May, 2010.
In compliance with the terms of the exemption granted by Ministry of
Corporate Affairs, Government of India, we have presented summary
financial information for each subsidiary which includes Capital,
Reserves, Total Assets, Total Liabilities, Details of Investment,
Turnover, Profit before taxation, Provision for taxation, Profit after
taxation and proposed dividend.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed report on the Corporate Governance system and
practices of the company is given in a separate section in this annual
report. Additional information for the shareholders is given in
Additional Shareholdersà Information section.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this report.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report is presented
separately forming part of this report.
Conservation of energy, technology, absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology,
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with Companies
(Disclosure of Particulars) in the Report of the Board of Directors
Rules, 1988 are given in annexure à 1 to this report.
Statement of Employeesà Particulars
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended, is given in the annexure - 2 to the this
Report.
Investor Relations
Investor Relations have been cordial during the year. As a part of
compliance, the Company has an Investor Grievance Committee to redress
the issues relating to investors. The details of the Committee are
provided in the Corporate Governance Report forming part of the Annual
Report.
Acknowledgement
Your Directors would likes to express their sincere appreciation for
assistance and co-operation received from the vendors and stakeholders
including financial institutions, banks, Central & State Government
authorities, other business associates, who have extended their
valuable sustained support and encouragement during the year under
review.
The relationship with the employees remained cordial during the year.
Your Directors are thankful to the shareholders and customers for their
continued patronage. Your Directors wish to place on record their
appreciation for impressive growth achieved through the competence,
hard work, solidarity, cooperation and support of employees at all
levels.
For and on behalf of the Board
Shiv-Vani Oil & Gas Exploration
Services Limited
New Delhi (Prem Singhee)
September 1, 2010 Chairman & Managing Director
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