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Aban Offshore Ltd.

BSE: 523204 Sector: Oil & Gas
NSE: ABAN ISIN Code: INE421A01028
BSE LIVE 13:55 | 11 Dec 192.55 -0.10
(-0.05%)
OPEN

193.10

HIGH

194.30

LOW

192.05

NSE 13:40 | 11 Dec 192.40 -0.15
(-0.08%)
OPEN

193.05

HIGH

194.20

LOW

191.85

OPEN 193.10
PREVIOUS CLOSE 192.65
VOLUME 92426
52-Week high 265.60
52-Week low 161.10
P/E 11.03
Mkt Cap.(Rs cr) 1,124
Buy Price 192.40
Buy Qty 198.00
Sell Price 192.65
Sell Qty 157.00
OPEN 193.10
CLOSE 192.65
VOLUME 92426
52-Week high 265.60
52-Week low 161.10
P/E 11.03
Mkt Cap.(Rs cr) 1,124
Buy Price 192.40
Buy Qty 198.00
Sell Price 192.65
Sell Qty 157.00

Aban Offshore Ltd. (ABAN) - Auditors Report

Company auditors report

TO THE MEMBERS OF ABAN OFFSHORE LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of AbanOffshore Limited ("the company") which comprise the Balance Sheet as at31st March 2017 the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for year then ended and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesestandalone Ind AS financial statements that give a true and fair view of the state ofaffairs (financial (financial performance including other comprehensive income) cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based 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.

in accordance with the Standards We conducted our audit of the standalone Ind ASfinancial on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

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 of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate tofinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS;

a) of the state of affairs (financial position) of the Company asat March 31 2017;

b) of the profit (financial performance including other comprehensive income) for yearended on that date; and

c) of the cash flows and the change in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 (the ‘Order')issued by the Central Government of India in terms of sub-section 11) of Section 143 ofthe Companies Act 2013 we give in "Annexure A" a statement on the mattersspecified in paragraphs 3 and4 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 the Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account.

d) In our opinion the aforesaid standalone Ind AS financial statem ents comply withthe Indian Accounting Standards prescribed under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31stMarch 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofSection 164(2) ofthe 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 B".

g) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest 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 Ind AS financial statements Refer Note 31 (c) to the standaloneInd AS financial 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 transferredto theInvestor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures financial statements as toholdings as well as dealings in Specified Bank Notes during the the period from November08 2016 to December 30 2016. Based on audit procedures and relying on the Managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management Refer Note 41 tothe standalone Ind AS financial statements.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI - Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

Place: Chennai

Date : May 29 2017

"ANNEXURE A"

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 between thephysical stocks and the book records have been dealt with in the books of account.

(iii) The Company has given unsecured loan during the year and in earlier years to itswholly owned foreign subsidiary and in earlier year to its Indian subsidiariesbeing the companies covered in the Register maintained under Section 189 of the CompaniesAct 2013 as shown below:

Company Unsecured Loan granted during the year (Indian Rupees in Millions) Loan Amount outstanding at the end of the year (Indian Rupees in Millions) Maximum amount outstanding during the year (Indian Rupees in Millions)
Aban Holdings Pte LimitedSingapore 760.49 6830.52 6830.52
Radhapuram Wintech Private Limited India * Nil 10.57 10.57
Aban Green Power Private Limited India * Nil 40.00 40.00

* Ceased to be subsidiaries effective December 26 2016.

(a) In our opinion based on the information and explanations provided to us the 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 we areof 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 underare not 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 ofthe Company and hence the provision of clause 3(vi) of the Order is not applicable withregard to maintenance of cost records.

(vii) (a) According to the information and explanations given 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 theinformation and explanations given to us no undisputed amounts payable in respectof above are in arrears as at 31st March 2017 for a period of more than six months fromthe date they became payable. We have been informed by the Management that theCompany is not required to make contribution to Employees State Insurance fund.

(b) According to the information and explanations given to us there are statutorydues which have not been deposited with appropriate authorities on account ofdispute as per the details given below. However there are no such dues on account ofexcise duty.

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 2008 2009amounting to INR 103.10 Million pending before Income Tax Appellate Tribunal. Income Taxdues relating to the period 2006 2008 amounting to INR 396.17 Million pending beforeIncome Tax Appellate Tribunal. Income Tax dues relating to the period 2008 2009 amountingto INR 418.38 Million pending before the Income Tax Appellate Tribunal Income Tax duesrelating to the period 2009 2010 amounting to INR 812 Million pending before Income TaxAppellate Tribunal Income Tax dues relating to the period 2010 2011 amounting to INR1907.90 Million pending before Income Tax Appellate Tribunal and Income Tax dues relatingto the period 2011 2012 amounting to INR 854.33 Million pending before Income TaxAppellate 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 INR78.72 Million pending before the CESTAT Chennai. Service Tax dues relating to the year2010 amounting to INR 16.32 Million pending before the CESTAT Chennai. Service Tax duesrelating to the period 2011 2012 amounting to INR 18.94 Million pending before the CESTATChennai. Service Tax dues relating to the period 2012 2014 amounting to INR 236.49 Millionpending before the CESTAT Chennai. Service Tax dues relating to the period 2008 2010amounting to INR 605.75 Million pending before the CESTAT Mumbai. Service Tax duesrelating to the period 2012 2014 amounting to INR 36.78 Million pending before the CESTATChennai. Service Tax dues relating to the period 2014 2015 amounting to INR 79.80 Millionpending before the CESTAT Chennai. Service Tax dues relating to the period 2010 2011amounting to INR 37.31 Million pending before the CESTAT Chennai and Service Tax duesrelating to the period 2009 2012 amounting to INR 166.89 Million pending before theCESTAT Mumbai.

Duties of Custom:

Customs Duty dues relating to the period 2015 - 16 amounting to INR 107.90 Millionpending before CESTAT Mumbai and Customs Duty dues relating to the period 2016 -17amounting to INR 916 Million pending before Bombay High Court.

Sales Tax / Value Added Tax:

Sales Tax dues for the period 2010-11 amounting to INR 984.90 million pending beforeJoint Commissioner of Sales Tax Appeals and

Sales Tax dues for the period 2012-13 amounting to INR 459.75 million for which companyis intending preferring an appeal with Appellate Authority.

(viii) Based on our audit procedures and according to the information and explanationsgiven to us we have noted default in repayment of term loan instalments andpayment of interest during the year which are due to four banks. The unpaid overdue loaninstallments and interest during the year in this regard as at 31st March 2017 areas given below:

Name of the Lender Amount of default including interest payable as at the Balance Sheet Date Period of Default Remarks if any
In INR Million
Punjab National Bank 236.94 Jan Mar ‘17 Amount paid till the date of our report INR19.85 Million
Central Bank of India 97.71 Jan Mar ‘17 Amount paid till the date of our report INR 9.41Million
Lakshmi Vilas Bank 26.30 Mar ‘17 Amount paid till the date of our report INR 0.60 Million
IndusInd Bank 26.79 Jan Mar ‘17 Amount paid till the date of our report INR 2.41 Million
Total 387.74

The Company has no dues to Government during the year has no dues to financialinstitution and does not have any debentures.

(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 itsofficers or employees either noticed or reported during the year nor have we beeninformed of any such 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 inaccordance with the provisions of Section 197 of the Companies Act 2013.However withregard to re-appointment of two non-resident whole-time Directors in terms of PartI of Schedule V of the Companies Act 2013 the approval of the Central Governmentis awaited.

(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 depositsare not 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 compliancewith Section 177 and 188 of the Companies Act 2013. The details of the related partytransactions as required by the applicable Accounting Standard have been disclosedby the Company in the financial statements.

(xiv) During the year under audit the Company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures and hencethe provisions of clause 3(xiv) of the Order relating to compliance with Section 42 ofthe Companies Act 2013 are not applicable to the Company.

(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 orpersons connected 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 notapplicable to the 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 29 2017

"Annexure B"

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 ofAbanOffshore Limited ("the company") as of 31st March 2017 in conjunction with ouraudit of the standalone Ind As financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company'smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrols 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. These responsibilities include the design implementation andmaintenance ofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyfor ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and Standards onAuditing issued by the Institute of Chartered Accountants of India (ICAI) and deemed tobe prescribed under Section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material 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 andoperating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgment including the assessment of risks of materialmisstatement 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 process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that: (1) Pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of assets of the Company; (2) Provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorisations of management anddirectors of the Company; and (3) Provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition use or disposition of the Company'sassets that could 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 financial evaluation of the internal financial reporting tofuture periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has financial controls system over financialreporting and such all material respects adequate internal operating effectively overfinancial internal financial controls over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants 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 29 2017