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Aban Offshore Ltd.

BSE: 523204 Sector: Oil & Gas
NSE: ABAN ISIN Code: INE421A01028
BSE LIVE 15:54 | 02 Dec 242.15 -4.40
(-1.78%)
OPEN

246.95

HIGH

251.60

LOW

240.15

NSE LIVE 15:57 | 02 Dec 241.90 -4.25
(-1.73%)
OPEN

247.00

HIGH

251.40

LOW

240.00

OPEN 246.95
PREVIOUS CLOSE 246.55
VOLUME 541118
52-Week high 286.00
52-Week low 142.50
P/E
Mkt Cap.(Rs cr) 1412.95
Buy Price 0.00
Buy Qty 0.00
Sell Price 242.15
Sell Qty 471.00
OPEN 246.95
CLOSE 246.55
VOLUME 541118
52-Week high 286.00
52-Week low 142.50
P/E
Mkt Cap.(Rs cr) 1412.95
Buy Price 0.00
Buy Qty 0.00
Sell Price 242.15
Sell Qty 471.00

Aban Offshore Ltd. (ABAN) - Auditors Report

Company auditors report

TO THE MEMBERS OF

ABAN OFFSHORE LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Aban OffshoreLimited ("the company") which comprise the Balance Sheet as at 31st March 2016the Statement of Profit and Loss the Cash Flow Statement for year then ended and asummary 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 thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the Accounting and AuditingStandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by Company’s Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India;

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2016;

b) in the case of the Statement of Profit and Loss of the profit for year ended onthat date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order 2016 (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 thematters 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 bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31stMarch 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A".

g) With respect to the other matters included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its standalone financial statements Refer Note 31(c) to the standalonefinancial statements.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI - Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

Place: Chennai

Date: May 23 2016

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Reporton Other Legal and Regulatory Requirements")

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) As explained to us the fixed assets have been physically verified by theManagement during the year in a phased manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. No material discrepancies havecome to the notice on such physical verification.

c) According to the information and explanation given to us and on verification ofdocuments provided to us we are of the opinion that the title deeds of immovableproperties are held in the name of the Company.

(ii) As explained to us the inventory has been physically verified by the Managementat reasonable intervals. The material discrepancies noticed on verification betweenthe 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 andits Indian subsidiaries being the companies covered in the Register maintainedunder Section 189 of the Companies Act 2013 during the year 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 LimitedSingapore 328.56 6226.34 6226.34
Radhapuram Wintech Private Limited India Nil 10.57 10.57
Aban Green Power Private Limited India Nil 40.00 40.00

(a) In our opinion based on the information and explanations provided to us the termsand conditions of the grant of the above said loans are not prejudicial to theinterest of the Company.

(b) The repayment of principal and payment of interest are on "On Demand"basis as per the loan agreement.

(c) The loans given by the Company are repayable on demand and therefore the questionof overdue amount does not arise.

(iv) The Company has granted unsecured loan provided guarantee and invested in itswholly owned foreign subsidiary and Indian subsidiaries. The Company has alsoinvested in other companies. Based on the information and explanations given to us weare of the opinion that the Company has complied with the provisions of Section 185 and186 of the Companies Act 2013 wherever applicable with respect to the saidtransactions.

(v) The Company has not accepted any deposits during the year from the public withinthe meaning of the provisions of Section 73 of the Companies Act 2013 and hencedirectives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 orany other relevant provisions of the Companies Act and the Rules framed there under arenot applicable to the Company at present.

(vi) The Central Government has not prescribed maintenance of Cost Records undersub-section (1) of Section 148 of the Companies Act 2013 in respect of business of theCompany and hence the provision of clause 3(vi) of the Order is not applicable with regardto maintenance of cost records.

(vii) (a) According to the information and explanations give to us and on the basis ofour examination of the books of account in our opinion the Company is regular indepositing with appropriate authorities undisputed statutory dues including providentfund income tax sales tax service tax duty of customs duty of excise value addedtax cess and any other statutory dues applicable to it. According to the information andexplanations given to us no undisputed amounts payable in respect of above are in arrearsas at 31st March 2016 for a period of more than six months from the date they becamepayable. We have been informed by the Management that the Company is not required to makecontribution to Employees State Insurance fund.

(b) According to the information and explanations given to us there are no dues ofsales tax or duty of excise or value added tax which have not been deposited withappropriate authorities on account of any dispute.

However according to the information and explanations given to us the following dueshave not been deposited by the Company on account of dispute:

Income Tax:

Income Tax dues relating to the period 2002 2006 amounting to INR 556.40 Millionpending before High Court of Madras.

Income Tax dues relating to the period 2006 2008 amounting to INR 396.17 Millionpending before Income Tax Appellate Tribunal.

Income Tax dues relating to the period 2008 2009 amounting to INR 418.38 Millionpending before the Income Tax Appellate Tribunal and

Income Tax dues relating to the period 2009 2010 amounting to INR 812 Million pendingbefore Income Tax Appellate Tribunal.

Income Tax dues relating to the period 2010 2011 amounting to INR 1907.90 Millionpending before Income Tax Appellate Tribunal.

Service Tax:

Service Tax dues relating to the year 2007 amounting to INR 17.36 Million pendingbefore the Supreme Court.

Service Tax dues relating to the year 2011 amounting to INR 78.72 Million pendingbefore the CESTAT Chennai.

Service Tax dues relating to the year 2010 amounting to INR 16.32 Million pendingbefore the CESTAT Chennai.

Service Tax dues relating to the period 2011 2012 amounting to INR 18.94 Millionpending before the CESTAT Chennai.

Service Tax dues relating to the period 2012 2014 amounting to INR 236.49 Millionpending before the CESTAT Chennai and

Service Tax dues relating to the period 2008 2010 amounting to INR 605.75 Millionpending before the CESTAT Mumbai.

Duties of Custom:

Customs Duty dues relating to the period 2003 2004 amounting to INR 279.13 Millionpending before Supreme Court. (viii) Based on our audit procedures and according to theinformation and explanations given to us we have noted default in repayment of term loaninstalments with respect to three bank loan accounts and interest during the year whichare due to the three banks. The unpaid overdue loan installments and interest during theyear in this regard as at 31st March 2016 were as follows:

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 249.36 Jan Mar ‘16 Amount paid till the date of our report INR 206.91 Million
Central Bank of India 103.34 Jan Mar ‘16 Amount paid till the date of our report - Nil
Lakshmi Vilas Bank Ltd 27.40 Mar ‘16 Amount paid till the date of our report INR 20 Million
Total 380.10

During the year the Company has repaid all its dues to financial institution. TheCompany has no dues to Government during the year and has no dues to debenture holders.

(ix) During the year the Company has not raised moneys by way of initial public offeror further public offer. According to the information and explanations provided to us theCompany has not taken any term loan during the year and hence the provision of clause3(ix) of the Order relating to application of term loan funds is not applicable to theCompany.

(x) During the course of our examination of the books of account we have neither comeacross any instance of fraud by the Company or any fraud on the Company by its officers oremployees either noticed or reported during the year nor have we been informed of anysuch case by the Management.

(xi) According to the information and explanations provided to us we are of theopinion that the Company has provided and paid the managerial remuneration in accordancewith the requisite approvals mandated by the provisions of Section 197 read with ScheduleV to the Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence the provisions of clause 3(xii) ofthe Order relating to compliance with maintenance of net owned funds and deposits arenot applicable to the Company.

(xiii) As per the information and explanations provided to us the transactions enteredinto by the Company during the year with the related parties are in compliance withSection 177 and 188 of the Companies Act 2013. The details of the related partytransactions as required by the applicable Accounting Standard have been disclosed by theCompany in the financial statements.

(xiv) During the year under audit the Company has made allotment of equity sharesagainst conversion of share warrants which were allotted on preferential basis topromoter/promoter group during the financial year 2013 2014 in accordance with theprovisions of erstwhile Companies Act 1956 and the Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements) Regulations 2009. The amount raised by theCompany have been used for the purpose for which the funds were raised.

(xv) According to the information and explanations provided to us during the year theCompany has not entered into any non-cash transactions with the directors or personsconnected with him. Hence the provision of clause 3(xv) of the Order relating tocompliance with provisions of Section 192 of the Companies Act 2013 is not applicable tothe Company.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank 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 23 2016

"Annexure A"

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF ABAN OFFSHORE LTD

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of AbanOffshore Limited ("the company") as of 31st March 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to Company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and Standards on Auditing issued by the Institute ofChartered Accountants of India (ICAI) and deemed to be prescribed under Section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of internal financial controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofinternal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors’ judgment including the assessment of risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A Company’s internal financial control overfinancial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company’s assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

Place: Chennai

Date: May 23 2016

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