To the Members
Your Directors are pleased to present the 25th Annual Report and the Company's auditedfinancial statement for the financial year ended March 31 2018. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.
The Company's financial performance for the year ended March 31 2018 is summarisedbelow:
(Rs. in Lacs)
| ||Consolidated ||Standalone |
|Particulars ||2017-18 ||2016-17* ||2017-18 ||2016-17* |
|Revenue from operations ||22222.29 ||12431.62 ||9566.28 ||4341.83 |
|Other Income ||352.40 ||389.44 ||661.48 ||436.30 |
|Total Revenue ||22574.69 ||12821.06 ||10227.76 ||4778.13 |
|Profit / (Loss) before Finance Cost Depreciation and Tax ||4421.42 ||(1437.61) ||239.53 ||443.50 |
|Finance Cost ||(634.07) ||(768.27) ||(573.72) ||(459.82) |
|Depreciation ||(1702.68) ||(1513.00) ||(748.30) ||(526.06) |
|Exceptional items ||(1034.11) ||1918.94 ||(985.22) ||645.02 |
|Profit/(Loss) beforetax ||1050.33 ||(1799.94) ||(2067.71) ||102.64 |
|Tax expenses ||(20.17) ||(20.52) ||- ||(20.52) |
|Net Profit/(Loss) after tax ||1030.16 ||(1820.46) ||(2067.71) ||82.12 |
* As per Ind-AS adopted by the Company during the financial year 2017-18
In view of loss for the financial year the Board regrets its inability to recommendpayment of dividend to the shareholders.
TRANSFER TO RESERVES:
The Company does not propose to transfer any sum to the General Reserve in view ofloss.
On consolidated basis revenue from operations for the financial year 2017-18 stood atRs. 22222.29 lakhs which was higher by 78.76% over last year (Rs. 12431.62 lakhs in FY2016-17). Net Profit for the year stood atRs. 1030.16 lakhs as against Net Loss of Rs.1820.46 lakhs in the previous year.
On standalone basis revenue from operations for the financial year 2017-18 is Rs.9566.28 lakhs which has increased by approx. 2 times over last year (Rs. 4341.83 lakhsin FY 2016-17) whereas Net Loss for the year is Rs. 2067.71 lakhs as against Net Profitof Rs. 82.12 lakhs in the previous year.
Consolidated and standalone figuresfor financial year 2016-17 have been restated tocomply with Ind-AS and make it comparable.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements for the year under review are in accordance withthe Indian Accounting Standard (IND-AS) notified by the Ministry of Corporate Affairswhich are applicable to the group for the accounting periods beginning on or after 1stApril 2017.
The Company has 2 (two) subsidiaries 1 (one) step down subsidiary and 1 (one) jointventure as on March 31 2018. During the year under review the Company has invested in aJoint Venture Company (Optimum Oil & Gas Private Limited) (JV). As on March 31 2018the Company held 23% of the equity share capital in the JV. There has been no materialchange in the nature of business of the subsidiaries and the JV.
The Consolidated Financial Results reflect the operations of the three subsidiariesviz. Asian Oilfield & Energy Services DMCC AOSL Petroleum Pte. Ltd. And Ivorene OilServices Nigeria Ltd .(step down subsidiary) and a Joint Venture Company viz. Optimum Oil& Gas Private Limited.
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries and JV in Form AOC-1 isannexed as annexure a. Pursuant to the provisions of section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries and JV are also keptat the Registered Office of the Company and are available on the website of the Company.
PERFORMANCE OF SUBSIDIARIES: ASIAN OILFIELD & ENERGY SERVICES DMCC DUBAI:
During the year net sales of Asian Oilfield & Energy Services DMCC increased fromRs. 85.33 crores in the previous year to Rs. 135.46 crores duringtheyear2017-18.Itgeneratednetprofitof Rs. 31.91 crores against loss of Rs. 17.80 croresin the previous year.
Asian Oilfield & Energy Services opportunities in select countries in the MEARegion which would have huge opportunities in the field of Oil and Gas exploration.
AOSL PETROLEUM PTE. LTD.:
During the year AOSL Petroleum Pte. Ltd. registered no income and has incurred a netloss of Rs. 1.12 crores in the current year against net loss of Rs. 1.09 crores in theprevious year.
VOI RENE OIL SERVICES NIGERIA LTD.:
Ivorene Oil Services Nigeria Limited (Ivorene) is step down subsidiary of the Companyin view of purchase of 99.99% shares in F.Y. 2016-17 by Asian Oilfield & EnergyServices DMCC subsidiary of the Company.
During the year Ivorene registered an income of Rs. 5842615/- as against Rs.3943003/- and has generated a net profit of Rs.3816242/-inthecurrentyearagainstnetprofitof Rs. 2282501/- in the previous year.
PERFORMANCE OF JOINT VENTURE COMPANY:
Optimum oil & gas private limited:
During the year Optimum Oil & Gas Private Limited had total revenue (other income)of Rs. 7.50 lakhs and incurred a loss of Rs. 15.58 lakhs against a net loss of Rs. 0.11lakhs in the previous year.
Particulars of loans and guarantees given securities provided and investments made:
The Company has complied with the provisions of Section 186 of the Act in respect ofloans or guarantees given securities provided and investments made during the year underreview. The details of loans and guarantees given and investments made by the Companyduring the financial year 2017-18 are provided in the notes to the financial statements.
Related party transactions:
All related party transactions that were entered in to during the financial year wereon arm's length basis and were in the ordinary course of Company's business. The Companyhas not entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has a policy for related party transactions which is also available on thewebsite of the Company (www.asianoilfield.com)
All the related party transactions are placed before the Audit Committee as well as theBoard for approval on a quarterly basis. Omnibus approval was also obtained from the AuditCommittee and the Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standard AS18 are disclosed in thenotes to the financial statements.
Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished as AnnexureB to this report.
DMCC DIRECTORS' RESPONSIBILITY STATEMENT:
Has been exploring
Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a. In the preparation of annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financialyear March 31 2018 andof the loss of the Company for that period;
c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going concern' basis;
e. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls adequate and are operating effectively; and
f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review following changes occurred in the position of Directors/KMPs of the company.
During the year under review Mr. Ajit Kapadia Independent Director ceased to be theDirector of the Company from January 16 2018 due to resignation. The Board appreciatesthe contribution received by the Company from Mr. Ajit Kapadia during his tenure asDirector of the Company.
Mr. Kadayam Ramanathan Bharat was appointed as an Additional (Independent) Director ofthe Company with effect from January 16 2018. The Company has received a notice inwriting from a member . proposing his candidature and being eligible has offered himselfto be appointed as an Independent Director not liable to retire by rotation.
Mr. Gaurav Vishnukumar Gupta retires by rotation and being eligible offers himself forre-appointment.
Mr. N. C. Sharma Ms. Anusha Mehta Dr. Rabi Narayan Bastia continue as Directors ofthe Company.
KEY MANAGERIAL PERSONNEL:
During the year under report the following persons were Key Managerial Personnel ofthe Company:
1. Mr. Rohit Agarwal Wholetime Director (up to July 31 2018)
2. Mr. Ashutosh Kumar Whole-time Director & CEO (w.e.f August 1 2018)
3. Mr. Rahul Jain Chief Financial Officer (up to February 16 2018)
4. Ms. Kanika Bhutani Company Secretary and Compliance Officer (up to January 31
5. Ms. Shweta Jain Company Secretary and Compliance Officer (from February 13 2018 upto June 20 2018).
CHANGES IN THE COMPOSITION OF THE BOARD AND KEY MANAGERIAL PERSONNEL BETWEEN THE END OFFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT:
Mr. Rohit Agarwal resigned as Whole-time Director and Director of the Company from theend of business hours of July 31 2018. The Board appreciates the guidance andcontribution received by the Company from Mr. Rohit Agarwal during his tenure asWhole-time Director and Director of the Company.
Ms. Shweta Jain was appointed as Company Secretary and Compliance Officer w.e.f.February 13 2018 and she resigned w.e.f. close of working hours on June 20 2018.
Mr. Ashutosh Kumar Chief Executive Officer & Director has been appointed asWhole-time Director & Chief Financial Officer w.e.f. August 1 2018 for a period of 3years pursuant to provisions of Sections 196 197 & other applicable provisions ofthe Companies Act 2013 read with Schedule V thereof subject to approval of shareholdersand the Central Government if any.
Mr. Sumit Maheshwari has been appointed as the Chief Financial Officer of the Companyw.e.f. August 1 2018 and Ms. Archana Nadgouda has been appointed as the Company Secretaryand
Compliance Officer w.e.f. August 1 2018.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 of SEBI Listing Obligation andDisclosure Requirement Regulations. There has been no change in the circumstances whichmay affect their status as independent director during the year.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of Board processes information and functioning etc. As provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the Board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire Board excluding theindependent director being evaluated.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarisation programmefor the Independent Directors to familiarise them with their role rights andresponsibilities as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarisation programme areexplained in Corporate Governance Report.
The Familiarisation Programme for the Independent Directors is placed on the website ofthe Company www.asianoilfield.com.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Board's report.
The Nomination and Remuneration policy of the Company is placed on the website of theCompany www.
NUMBER OF MEETINGS OF THE BOARD:
5 (five) meetings of the Board were held during the year on May 22 2017 July 282017 September 8 2017 December 8 2017 and February 13 2018. For details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this report.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of financial year of the company to which thefinancial statement relate and the date of the report:
There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on March 312018 and this report dated August 1 2018.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Management Discussion and Analysis hasbeen given separately and forms part of this report.
The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act 2013 and Regulation 21 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations. It establishes various levels of accountability and overviewwithin the Company while vesting identified managers with responsibility for eachsignificant risk.
The Internal Audit facilitates the execution of risk management practices in theCompany in the areas of risk identification assessment monitoring mitigation andreporting. Through this program each function carried on project sites addressesopportunities and risks through a comprehensive approach aligned to the Company'sobjectives. The Company has laid down procedures to inform the Audit Committee as well asthe Board of Directors about risk assessment and management procedures and status.
This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The major risks forming part risk managementprocess are linked to the audit.
The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
The Risk Management policy of the Company is placed on the website of the Companywww.asianoilfield.com.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorisation and approvalprocedures. The Company has appointed M/s. S.P. Chopra & Co. The firm of CharteredAccountants as an Internal Auditors which carries out audits throughout the year. Thestatutory auditors while conducting the statutory audit review and evaluate the internalcontrols and their observations are discussed with the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has already constituted a Corporate Social Responsibility (CSR) Committeein accordance with Section 135 of the Companies Act 2013. For the Company socialresponsibility is a key element of accountability and it will continue to strive in itsbehaviour and actions to surpass the levels of minimum statutory compliance. The Companybelieves in the sustainable growth and prosperity of its stakeholders and views itsresponsibilities not only as business responsibilities but as Ethical and Social as well.
The CSR policy of the Company is placed on the website of the Companywww.asianoilfield.com.
However in view of loss of the financial year and inadequate profits during previousyears the Company has not pursued any initiative on CSR activities.
SAFETY ENVIRONMENT AND HEALTH:
The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy of safety for all' whichdrives all employees to continuously break new ground in safety management for the benefitof people property environment and the communities where we operate on sites.
The Company respects human rights values its employees and the communities that itinterfaces with. The Company is aware of the environmental impact of its operations and itcontinually strives to reduce such impact by investing in technologies and solutions foreconomic growth.
The Company considers safety environment and health as the management responsibility.Regular employee training programmes are in place throughout the Company on SafetyEnvironment and Health and has well identified and widely covered safety management systemin place for ensuring not only the safety of employees but surrounding population of theproject sites as well.
Policy on prevention prohibition and redressal of sexual harassment at workplace :
The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the work place and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2017-18.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
There is a Whistle Blower Policy in the Company and that no personnel has been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimisation of persons who use vigil mechanism. The Whistle Blower Policy isposted on the website of the Company www.asianoilfield.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.
As per SEBI (Listing Obligation and Disclosure Requirements) Regulations CorporateGovernance Report with Practicing Company Secretaries Certificate thereon and ManagementDiscussion and Analysis are attached which form part of this report.
The human resource plays a vital role in the growth and success of an organisation. TheCompany has maintained cordial and harmonious relations with employees across variouslocations.
The Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding or unpaid as on the dateof the balance sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are
a. Conversation of Energy : Not Applicable
b. Technology Absorption : NIL c. Foreign exchange earning & outgo :
| || ||(Amount in Rs. ) |
|Sr. No. Particulars ||2017-18 ||2016-17 |
|a. Foreign exchange earnings || || |
|Seismic Survey and other related charges ||367765564 ||2225023 |
|Interest on loan to ||33323769 ||16970413 |
|Subsidiary || || |
|b. Foreign exchange outgo towards || || |
|Travelling expenses ||1520345 ||405314 |
|Capital goods ||133782690 ||7772555 |
|Revenue payment ||70378751 ||Nil |
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under Section 197 (12) of the Act read with Rule 5 (2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided material orders have been passed by the Regulators in the annexure cforming part of the Report.
In terms of the first proviso to Section 136 of the Act the Report and Accounts arebeing sent to the Shareholders excluding the aforesaid Annexure. Any Shareholderinterested in obtaining the same may write to the Whole-time Director or Company Secretaryat the Registered Office of the Company. None of the employees listed in the said Annexureis related to any Director of the Company.
AUDITORS AND AUDITORS' REPORT
(1) Statutory auditors:
Walker Chandiok & Co. LLP (WCC) Chartered Accountants were appointed as thestatutory auditors of the Company for a period of five years at the Annual General Meeting(AGM) of the Company held on 28th September 2015 to hold office from the conclusion of22nd AGM till the conclusion of 27th AGM to be held in 2020. As per the provisions ofSection 139(1) of the Act their appointment for the above tenure is subject toratification by members at every AGM. However in accordance with the Companies(Amendment) Act 2017 enforced on May 7 2018 by Ministry of Corporate Affairs theappointment of Statutory Auditors is not required to be ratified at every AGM.Accordingly no such item has been considered in notice of the ensuing 25th AGM.
a) There are no qualifications reservations or adverse remarks made by Walker Chandiok& Co. LLP Statutory Auditors in their report on Standalone Audited Financial Resultsof the Company for the financial year ended March 31 2018.
b) The auditors in their Report on Consolidated Audited Financial Results of theCompany for the financial year ended March 31 2018 have given a qualified opinion intheir Report reading as under:
As described in Note 7 to the consolidated financial results of the Group tradereceivable balance amounting to Rs. 163.67 lakhs outstanding As at March 31 2018 in booksof AOSL Petroleum Pte Limited (APPL') a subsidiary of the Holding Company isconsidered as fully recoverable by the management. However such balance should have beenprovided for As at March 31 2018 as stated in the Basis of Qualified Opinion paragraph inthe audit report dated May 17 2018 on the subsidiary financial statements issued by anindependent firm of Chartered Accountants registered in Singapore and reproduced by us asunder: Included in other receivable is an amount of uSD 251636 long outstanding Weare of the opinion that the Company should provide for impairment loss against thebalance.
IN RESPONSE THERETO THE MANAGEMENT IS OF THE VIEW THAT:
AOSL Petroleum Pte. Limited (APPL) a subsidiary company has certaincurrent trade receivables of Rs. 163.67 lakhs As at March 31 2018. APPL's management isreasonably certain that this amount is recoverable in near future and hence no provisionis required for the same.
(2) Secretarial auditors:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed Mr. Jayesh Vyas of M/s. Jayesh Vyas and Associates Practicing CompanySecretary to undertake the Secretarial Audit of the Company for the year ended March 312018. The Secretarial Audit Report is annexed as Annexure D. The Secretarial AuditReport does not contain any qualification reservation or adverse remark. However thereis an observation regarding delay in filingof Form MGT-14 by 30 days by the Companywhich occurred due to non availability of the authorised Director during such time.
The paid up Equity Share Capital as on March 31 2018 was Rs. 38.07 crores. During theyear under review the Company has allotted 12000000 equity shares upon conversion ofconvertible warrants issued during previous financial year 2016-17.
The Company has not issued shares with differential voting rights. Although the Companyin the Extraordinary General Meeting of its shareholders held on March 27 2017 hasattained the approval for issuing ESOP to it Employees but it has not granted anyemployee stock options or sweat equity shares.
Employee stock option plan 2017:
Details of the shares issued under Employee Stock Option Plan (ESOP) as also thedisclosures in compliance with SEBI (Share Based Employee Benefits) Regulations 2014 areuploaded on the website of the Company www.asianoilfield.com.
During the year ESOP Compensation Committee Meeting has granted 174302 stock optionsto Employees of the Company its Subsidiaries and Holding Company under the AsianOilfield Services Limited Employee Stock Option Plan 2017 (AOSL ESOP 2017) atan exercise price of INR 165/- and that each of the stock option entitles the holder toapply for one equity share of the Company of INR 10/- each. A Certificate from theStatutory Auditors of the Company regarding proper implementation of ESOP Scheme shall beplaced before the members at the 25th Annual General Meeting.
EXTRACT OF ANNUAL RETURN:
As provided under Section 92(3) of the Act the extract of Annual Return is given in annexuree in the prescribed Form MGT-9 which forms part of this report.
The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and technical partners Bankers GovernmentAuthorities Employees at all levels and Stakeholders in furthering the interest of theCompany.
On behalf of the board of Directors of
Asian Oilfield Services limited
Naresh Chandra Sharma
Date: August 1 2018