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Aban Offshore Ltd.

BSE: 523204 Sector: Oil & Gas
NSE: ABAN ISIN Code: INE421A01028
BSE 00:00 | 23 Jun 48.45 0.05
(0.10%)
OPEN

49.75

HIGH

49.75

LOW

47.25

NSE 00:00 | 23 Jun 48.25 -0.70
(-1.43%)
OPEN

49.00

HIGH

49.80

LOW

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OPEN 49.75
PREVIOUS CLOSE 48.40
VOLUME 23830
52-Week high 52.60
52-Week low 21.75
P/E
Mkt Cap.(Rs cr) 283
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.75
CLOSE 48.40
VOLUME 23830
52-Week high 52.60
52-Week low 21.75
P/E
Mkt Cap.(Rs cr) 283
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aban Offshore Ltd. (ABAN) - Director Report

Company director report

The Directors of your company are pleased to present the Thirty Fourth Annual Reportalong with the accounts for the year ended 31st March 2020.

1. Financial Results

(Rupees in Millions)

Standalone Consolidated
Particulars For the year ended
31 March 2020 31 March 2019 31 March 2020 31 March 2019
Income from Operations 2405.38 2628.93 9740.36 8482.66
Other Income 98.74 1558.86 131.34 1127.01
Less: Expenditure 1796.78 1990.14 9080.76 7392.59
Profit before Interest and Depreciation 707.34 2197.65 790.94 2217.08
Less: Interest 958.52 1086.12 12029.63 11372.78
Less: Depreciation/Impairment 4853691 1542.59 82760.08 43015.89
Profit/(Loss) for the year before Tax (48788.10) (431.06) (93998.77) (52171.59)
Provision for Tax - 475.01 (66.90) 752.40
Minimum Alternate Tax (MAT) Credit Entitlement - - - -
Provision for Deferred Tax (4214.24) (212.92) (4214.24) (212.92)
Profit/(Loss) after Tax for the year from continuing operations (44573.86) (693.15) (89717.63) (52711.07)
Other comprehensive Income 3.36 (8.50) (23.42)
Profit/(Loss) for the year (44573.86) (689.79) (89726.13) (52734.49)
Profit brought forward from the previous year 18070.27 18760.06 (75975.90) 23244.58
Available for appropriation (26503.59) 18070.27 (165702.03) (75979.07)
Net gain/(loss) through OCI - 4.57 (0.31) 4.38
Expected return on plan assets & net actuarial gain/(Loss) 4.40 (1.21) 4.40 (1.21)
Transfer to Capital Redemption Reserve - - - -
Transfer to General Reserve - - - -
Balance Carried forward (26499.19) 18070.27 (165697.94) (75975.90)

2. Performance

The Revenue earned during the year under review stood at Rs. 2504 million. Companysuffered loss this year too due to steep fall in day rates as well as impairment of plantand machinery. Rigs under contract were working satisfactorily..

3. Changes in Share Capital

There was no change in the Share Capital of the Company during the year under review.

4. Subsidiary Companies Indian Aban Energies Limited

The Subsidiary Company activities relating to the maintenance of windmills of theCompany has been satisfactory.

International

Rigs under Contract were performing satisfactorily.

The subsidiary company accounts details are available in the Company's website.

5. Consolidation of Accounts

The consolidated financial statements of the Company are prepared in accordance withthe provisions of Section 129 of the Act 2013 read with the Companies (Accounts) Rules2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015(LODR) along with a separate statement containing the salient features ofthe financial performance of subsidiaries/associates in the prescribed form. The auditedconsolidated financial statements together with Auditor's Report forms part of the AnnualReport

As per IND AS-108 if the revenue of an operating segment is less than 10 percent ofthe combined revenue of all operating segment then it is not mandatory for a company toreport separately information about that segment. The revenue from Wind Energy division isless than 10 percent of the combined revenue of all operating segments. Hence the Companyis not reporting its Wind Energy operating segment in it financials.

6. Management's Discussion And Analysis

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34 (2)(e) of SEBI (LODR) Regulations 2015 is presented in a separate sectionforming part of the Annual Report.

7. Dividend

In view of the losses suffered by the Company the Board of Directors do not recommendany dividend.

8. Directors

Mr.C.P.Gopalkrishnan Deputy Managing Director & CFO is liable toretire by rotation and being eligible offers himself for re-appointment.

9. Disclosures under Companies Act 2013: Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 as on March31 2020 is enclosed in Annexure.

Number of Board Meetings:

The Board of Directors met 6 (six) times in the year 2019-20. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.

Constitution of Committees:

The details of various committees formed and their attendance during the year are givenin the Corporate Governance Report.

Role of Audit Committee

The Role of Audit Committee is given in the Corporate Governance Report.

10. Director's Responsibility Statement

Pursuant to the requirement under Section 134 (3) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the Annual Accounts for the financial year ended on 31stMarch 2020 the applicable accounting standards had been followed along with a properexplanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

(iv) the Directors had prepared the accounts for the financial year ended on 31st March2020 on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. Statement of Declaration by Independent Directors as required under 149(6) of theCompanies Act 2013

All the Independent Directors have given the declarations that they meet the criteriaof Independence as laid down under Section 149 (6) of the Companies Act 2013 and SEBI(LODR) Regulations 2015. In the opinion of the Board they fulfill the conditions ofIndependence as specified in the Act and Rules made there under and are independent of themanagement.

12. Explanation by the Board on every qualification reservation or adverse remark ordisclaimer made –

a) By the Auditor in his report on Consolidated Financial Statement The disclaimer ofopinion is on preparation of the financial statements the Management has considered theoperations of the Group and the Company as going concerns notwithstanding that the Groupand the Company have incurred net loss the impairment loss on rigs and on the Group andthe Company defaulting on payment of borrowings that have become due for payment andbreach of certain covenants of the borrowings that have given right to the lenders todemand the borrowings to be paid immediately.

They have also expressed existence of material uncertainties on the going concernassumption.

The Management believes that the use of the going concern assumption in the preparationof the financial statements for the financial year ended 31st March 2020 is stillappropriate. The Management is in discussions with its lenders to obtain approval for andimplementation of an appropriate debt resolution plan. In view of the foregoing the impactof the disclaimer of opinion cannot be ascertained.

b) By the Practicing Company Secretary in his Secretarial Audit Report Nil

13. Particulars of loans guarantees or investments under section 186 of the CompaniesAct 2013

Details of loans guarantees and investments covered under the provision of Section 186of the Companies Act 2013 are given in Notes to the financial statements.

14. Particulars of Contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 in the prescribed form

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in compliance with the applicable provisions of theCompanies Act 2013 and the listing Regulation. There were no materially significantRelated Party Transactions made by the Company during the year that would have requiredthe shareholder approval as required under the listing regulation.

All Related Party Transactions are placed before the Audit Committee for approval.Suitable disclosures as required under AS 18 have been made in the Notes to the FinancialStatements. Form AOC-2 is shown in Annexure B

The Board had approved policies on Related Party Transactions and Material Subsidiary.The Policies have been uploaded in the website under the weblink: http://abanoffshore.com/RelatedPartyTransactionsPolicy.pdf

15. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year March 31 2020 and the date of the Report.

16. Statement indicating development and implementation of a risk management policy forthe company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company.

The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognizes that these risks need to be managed andmitigated to protect its shareholders and other stakeholders to achieve its businessobjectives and enable sustainable growth. The risk framework is aimed at effectivelymitigating the Company's various business and operational risks through strategicactions. Risk management is embedded in our critical business activities functions andprocesses. The risks are reviewed from the change in the nature and extent of the majorrisks identified since the last assessment. It also provides control measures for risksand future action plans.

The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity.

17. Corporate social responsibility initiatives taken during the year

The Company has constituted CSR Committee in accordance with section 135 of theCompanies Act 2013. The CSR Committee has formulated and recommended to the Board a CSRPolicy indicating the activities to be undertaken by the Company which has been approvedby the Board. During the year the

Company could not spend any amount towards CSR in view of difficult cash flow position.The detailed report is given in a separate Annexure E in the Annual Report. The CSRPolicy may be accessed on the Company's website athttp://abanoffshore.com/pdf/CSR_Policy.pdf

18. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Board has carried out an annual evaluation of its ownperformance performance of the Directors as well as the evaluation of the workings of itsCommittees. The evaluation by the Board of its own performance and that of its committeesand individual directors were done as per the manner determined by the Chairman andIndependent Directors and the same has been explained in Corporate Governance report.

19. The details of directors or key managerial personnel who were appointed or haveresigned during the year

Nil

20. The name of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year - Nil

21. The details relating to deposits covered under Chapter V of Companies Act 2013

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with Companies (Acceptance of Deposits) Rules 2014.

22. The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future

No significant and material orders were passed by the Regulators or Courts or Tribunalswhich would impact the going concern status of the Company.

23. The details in respect of adequacy of internal financial controls with reference tothe Financial Statements.

Details of the same are provided in the Management Discussion and Analysis attached tothis Report

24. Internal financial control:

Your Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all its assets are safeguarded against loss from unauthorizeduse/misuse or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly. Your company through its own internal audit departmentcarried out periodic audits at all locations and functions. The internal audit departmentreviews the efficiency and effectiveness of these systems and procedures. Added objectivesincluding evaluating the reliability of financial and operational information and ensuringcompliances with applicable laws and regulations. The observations arising out of theaudit are periodically reviewed and compliance ensured. Appropriate controls are in placeto ensure:

(a) the orderly and efficient conduct of business including adherence to Companypolicies

(b) safeguarding of its assets

(c) prevention and detection of frauds and errors

(d) the accuracy and completeness of the accounting records and (e) timely preparationof reliable financial information.

25. Stock Exchanges

Your Company's Equity shares are listed in BSE Limited and National Stock Exchange ofIndia Ltd.

Preference Shares aggregating to Rs.2610 million issued by the Company which werelisted in BSE

Limited are under suspension.

Necessary stock exchange regulations are complied with. Applicable listing fees for theyear 2019 -20 have already been paid to the stock exchanges.

26. Compliance of Secretarial Standards

The Company has complied with the applicable

Secretarial Standards issued by Institute of Company Secretaries of India.

27. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report about unethical behavior or violation of the Company'sCode of Conduct. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The whistle blower policy has been hosted in the Company's website under the weblink:http://abanoffshore.com/pdf/whistleblowerpolicy.pdf.

28. Disclosure under the Sexual Harassment of women at workplace (Preventionprohibition and Redressal) Act 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at workplace (Prevention prohibition and Redressal)Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. No complaints were received during the year 2019-20 norwere any pending unresolved complaints as on 31st March2020

29. Auditors

M/s. P.Murali & Co Chartered Accountants Chennai continue to hold office till theconclusion of 36th Annual General Meeting.

30. Additional Disclosures

In line with the requirements of Accounting Standards Rules 2006 of the Institute ofChartered Accountants of India your Company has made additional disclosures in respect ofthe financial reporting of interests in joint venture in the notes on accounts.

31. Particulars of Employees

In accordance with proviso to Section 136(1) of the Companies Act 2013 theDirectors' Report is being sent to all shareholders excluding the statement prescribedunder Rule 5(1) 5(2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The said statement is available for inspection by theMembers at the registered office of the Company during office hours till the date of theAnnual General Meeting.

32. The particulars prescribed under Section 134 (3)(m) of the Companies Act 2013 readwith Rule (3)(A) (B) & (C) of the Companies (Accounts) Rules 2014

(A) Conservation of Energy

The Company has undertaken several initiatives in this area for the past few years toreduce the carbon foo prints.

• Major equipment/assets with energy intensive in nature where logged andanalyzed. Internal energy audits were done and optimization programs where suggested.

• Alternate low energy consumption options where identified and phase visereplacements are planned.

• This involved distillation plants being replaced by low energy desalinationplants.

• Standard motors are being replaced by energy efficient motors.

• DOL starters are being replaced by drives to save on energy usage.

• Low energy consuming lights systems are procured as replacements to traditionallighting system.

• Asset health monitoring and systems were put in place to extend lube oil servicehours. This will enable reduce environmental burdens on deposal of waste oil.

(B) Technology Absorption

• Torsional vibration analysis being implemented on engine driven equipment.

• Vibration and noise analysis being implemented to predict early warnings forequipment failures.

• Soft starters are being used in place of traditional DOL starters.

• Advanced Correction prevention programs are implemented to extend steel life foroffshore assets.

Foreign exchange earnings and outgo

2019- 20 2018-19
Foreign exchange earned during the year 2413.04 3360.27
Foreign exchange outflow during the year 1588.63 528.81

33. Corporate Governance

A detailed note on the Company's philosophy on Corporate Governance and such otherdisclosures as required under the listing regulations is separately annexed herewith andforms part of this report.

34. Compliance Certificate

A Certificate from the Auditors of the company has been attached to this report whichtestifies that the requirements of a sound Corporate Governance process as stipulatedunder Schedule V of the SEBI(Listing Obligations & Disclosure Requirements)Regulations2015 with the stock exchanges was met.

35. Acknowledgements

Your Directors wish to place on record their sincere appreciation for the contributionmade by the employees at all levels. The Directors also record their sincere appreciationof the support and co-operation received from the Bankers Financial InstitutionsInvestors relevant Central and State Governments Ministries

Valued Clients and Members of the Company.

Cautionary Statement

Statement in the Management Discussion and Analysis describing the Company'sobjective's estimates expectation of projection may be Forward Looking Statement withinthe meaning of applicable laws and regulations. Actual results could differ materiallyfrom those expressed or implied. Important factors that could make a difference to theCompany's operations include Government Regulations Taw Laws economic developments inIndia and in the countries in which the Company conducts business litigations and otherallied factors.

Statement as at 31st March 2020 pursuant to clause 12 (Disclosure in the Directors'Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999