The Directors of your company are pleased to present the Thirty Seventh Annual Report
along with the accounts for the year ended 31st March, 2023..
1. Financial Results
(Rupees in Millions)
| |
Standalone |
Consolidated |
| |
|
For the year ended |
|
Particulars |
31 March, |
31 March, |
31 March, |
31 March, |
| |
2023 |
2022 |
2023 |
2022 |
| Income from Operations |
759.94 |
820.67 |
3,967.27 |
5,983.40 |
| Other Income |
149.02 |
114.79 |
452.84 |
149.52 |
| Reversal of Impairment |
- |
- |
890.47 |
- |
| Less: Expenditure |
821.72 |
499.71 |
4,318.26 |
4,861.57 |
| Profit before Interest and Depreciation |
87.24 |
435.75 |
992.32 |
1,271.53 |
| Less: Interest |
691.51 |
793.28 |
11,095.77 |
10,966.34 |
| Less: Depreciation/Impairment |
1,340.23 |
744.89 |
1429.72 |
12,375.90 |
| Profit/(Loss) for the year before Tax |
(1,944.50) |
(1,102.41) |
11,533.17 |
(22,070.89) |
| Exceptional items (Profit/(Loss)) |
933.12 |
98.82 |
933.12 |
54.13 |
| Profit/(Loss) before Tax |
(1,011.38) |
(1,003.59) |
(10,600.05) |
(21,529.76) |
| Share of Profit/(Loss) of |
- |
Associates - (1.46) |
(11.02) |
| Current Tax |
- |
- |
167.42 |
176.18 |
| Deferred Tax |
115.01 |
53.82 |
115.01 |
53.82 |
Profit/(Loss) after Tax for the year from continuing operations |
(1,126.39) |
(1,057.02) |
(10883.93) |
(21,770.39) |
| Loss for the year from discontinued operations |
(23.53) |
(0.39) |
(23.53) |
(0.39) |
| Other comprehensive Income |
- |
- |
(16935.51) |
(5,126.49) |
| Profit/(Loss) for the year |
(1149.92) |
(1057.41) |
(27,842.98) |
(26,897.27) |
| Profit brought forward from the previous year |
(29873.43) |
(28819.63) |
(207198.04) |
(185,430.80) |
| Available for appropriation |
(31,023.35) |
(29,877.04) |
(235,041.02) |
(212,328.07) |
| Net gain/(loss) through OCI |
- |
- |
(16,935.51) |
(5,126.49) |
Expected return on plan assets & net actuarial gain/ (Loss) |
(7.57) |
3.61 |
(8.73) |
3.54 |
| Transfer to Capital Redemption Reserve |
- |
- |
- |
- |
| Transfer to General Reserve |
- |
- |
- |
- |
Balance Carried forward |
(31,030.92) |
(29,873.43) |
(218,114.23) |
(207, 198.04) |
2. Performance
The Revenue earned during the year under review stood at Rs. 3967.27 Million. Company
suffered loss this year too on account of impairment as well as reduction in turnover.
Rigs under contract were working satisfactory.
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 the
Company has been satisfactory.
International
Rig under Contract was performing satisfactorily. The subsidiary company accounts
details are available in the Company's website.
During the year the Company has sold and delivered the following Rigs owned (i) by the
Company: Aban V, Aban VI and Drillship Aban Ice. (ii) by the step-down Subsidiaries:
Drillship Aban Abraham, Jack up Rigs DD5, DD4, DD6, DD7, DD8 and DD2.
5. Consolidation of Accounts
The consolidated financial statements of the Company are prepared in accordance with
the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules,
2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (LODR) along with a separate statement containing the salient features
of the financial performance of subsidiaries/associates, in the prescribed form. The
audited consolidated financial statements together with Auditor's Report forms part of the
Annual Report.
6. Management's Discussion And Analysis
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is presented in a separate section
forming part of the Annual Report.
7. Dividend
In the view of losses suffered by the Company, the Board of Directors do not recommend
any dividend.
8. Directors
Mr. C.P Gopalkrishnan is liable to retire by rotation and being eligible offers himself
for re-appointment.
9. Disclosures under Companies Act, 2013: Extract of Annual Return:
The Extract of the Annual Return is updated in the website of the Company under the
following link http://abanoffshore.com/pdf/Form.pdf. Number of Board Meetings:
The Board of Directors met 6 (Six) times in the year 2022-23. The details of the Board
Meetings and the attendance of the Directors are provided in the Corporate Governance
Report.
Constitution of Committees:
The details of various committees formed and their attendance during the year are given
in 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, with
respect to the Directors'
Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the Annual Accounts for the financial year ended on 31st
March 2023, the applicable accounting standards had been followed along with a proper
explanation relating to material departures.
(ii) the Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit / loss of the
Company for that period.
(iii) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) the Directors had prepared the accounts for the financial year ended on 31st March
2023 on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of 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 the
Companies Act, 2013
All the Independent Directors have given the declarations that they meet the criteria
of 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 of
Independence as specified in the Act and Rules made there under and are independent of the
management.
12. Explanation by the Board on every qualification, reservation or adverse remark or
disclaimer made –a) By the Auditor in his report on Standalone/ Consolidated
Financial Statement –.
Standalone Accounts
Management comments on auditors' qualification confirmation Since the banks have not
issued of bank balances, deposits and term loans, the impact cannot be quantified.
However, the management has considered appropriate accruals/provisions of interest on
deposits and outstanding term loans and preference shares based on rates as per original
agreements
Consolidated Accounts
Management comments on auditors' qualification
The disclaimer of opinion is on preparation of the financial statements, the Management
has considered the operations of the Group and the Company as going concerns
notwithstanding that the Group and the Company have incurred net loss, the Group and the
Company defaulting on payment of borrowings that have become due for payment and breach of
certain covenants of the borrowings that have given right to the lenders to demand the
borrowings to be paid immediately. They have also expressed existence of material
uncertainties on the going concern assumption. The Management believes that the use of the
going concern assumption in the preparation of the financial statements for the financial
year ended 31st
March 2023 is still appropriate. The Management is in discussions with its lenders to
obtain approval for and implementation of an appropriate debt resolution plan. The basis
of disclaimer in also on account of
Incompleteness of bank confirmations relating to material bank loan balances and Bank
accounts relating deposits and current accounts. The impact of this disclaimer cannot be
ascertained
Unable to ascertain recoverability of the carrying amounts of the investments the
subsidiary corporations and amounts due from subsidiary corporations and ultimate holding
corporation as at 31st March 2023 The Management has determined that there is no objective
evidence or indication that the carrying amount of investments in subsidiary corporations
may not be recoverable and accordingly no impairment is required. In respect of the
amounts due from subsidiary corporations and the ultimate holding company the Management
has determined that there is no significant increase in credit risk and no impairment is
required.
The statutory auditors of the Parent Company have given qualified report due to
non-receipt of confirmations of bank balances, outstanding term loans and Non-convertible
Redeemable Preference
Shares and the impact of this qualification cannot be quantified. However, the
management has considered appropriate accruals/provisions of interest on deposits and
outstanding term loans and preference shares based on rates as per original agreements b)
By the Practicing Company Secretary in his Secretarial Audit Report – Nil
13. Particulars of loans, guarantees or investments under section 186 of the Companies
Act, 2013
Details of loans, guarantees and investments covered under the provision of Section 186
of the Companies
Act, 2013 are given in Notes to the financial statements.
14. Particulars of Contracts or arrangements with related parties referred to in
sub-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 on an
arm's length basis and were in compliance with the applicable provisions of the Companies
Act, 2013 and the listing Regulation.
There were no materially significant Related Party
Transactions made by the Company during the year that would have required the
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 Financial
Statements. Form AOC-2 is shown in Annexure B
The Policies have been uploaded in the website, under the weblink:
http://abanoffshore.com/pdf/ RelatedPartyTransactionsPolicy.pdf
15. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year March 31, 2023 and the date of the Report
16. Statement indicating development and implementation of a risk management policy for
the company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the company.
The Company's robust risk management framework identifies and evaluates business risks
and opportunities. The Company recognizes that these risks need to be managed and
mitigated to protect its shareholders and other stakeholders, to achieve its business
objectives and enable sustainable growth. The risk framework is aimed at effectively
mitigating the Company's various business and operational risks, through strategic
actions. Risk management is embedded in our critical business activities, functions and
processes. The risks are reviewed from the change in the nature and extent of the major
risks identified since the last assessment. It also provides control measures for risks
and future action plans. The Company believes that the overall risk exposure of present
and future risks remains within risk capacity.
17. Corporate social responsibility initiatives taken during the year
The Company has constituted CSR Committee in accordance with section 135 of the
Companies Act, 2013. The CSR Committee has formulated and recommended to the Board, a CSR
Policy indicating the activities to be undertaken by the Company, which has been approved
by the Board. The average profit for the last three financial years of the Company is
Negative. Hence the need to spend on CSR does not arise. The detailed report is given
in a separate Annexure E in the Annual Report. The CSR Policy may be accessed on the
Company's website at http:// 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 own
performance, performance of the Directors as well as the evaluation of the workings of its
Committees. The evaluation by the Board of its own performance and that of its committees
and individual directors were done as per the manner determined by the Chairman and
Independent Directors and the same has been explained in Corporate Governance report.
19. The details of directors or key managerial personnel who were appointed or have
resigned during the year.
Nil
20. The name of companies which have become or ceased to be its subsidiaries, joint
ventures or associate companies during the year -
Deep Drilling 1 Pte. Ltd. ("DD1PL"), Deep Drilling 2 Pte. Ltd.
("DD2PL"), Deep Drilling 3 Pte. Ltd. ("DD3PL"), Deep Drilling 4 Pte.
Ltd. ("DD4PL"), Deep Drilling 5 Pte. Ltd. ("DD5PL"), Deep Drilling 7
Pte. Ltd. ("DD7PL"), Deep Drilling 8 Pte. Ltd. ("DD8PL") were
amalgamated with Deep Drilling Invest Pte. Ltd. ("DDIPL"), another step-down
subsidiary of the Company.
During the year there was a proposal to strike-off Aban 7 Pte. Ltd ("A7PL")
and Aban Pearl Pte. Ltd. ("APPL") step-down subsidiaries of the Company.
Accordingly APPL have been struck off from the register.
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 the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
22. The details of significant and material orders passed by the regulators or courts
or 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 Tribunals which would impact the going concern status of the
Company.
23. The details in respect of adequacy of internal financial controls with reference to
the Financial
Statements.
Details of the same are provided in the Management Discussion and Analysis attached to
this Report.
24. Internal financial control:
Your Company maintains appropriate systems of internal controls, including monitoring
procedures, to ensure that all its assets are safeguarded against loss from unauthorized
use/misuse or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly. Your company through its own internal audit department
carried out periodic audits at all locations and functions. The internal audit department
reviews the efficiency and effectiveness of these systems and procedures. Added objectives
including evaluating the reliability of financial and operational information and ensuring
compliances with applicable laws and regulations. The observations arising out of the
audit are periodically reviewed and compliance ensured. Appropriate controls are in place
to ensure: (a) the orderly and efficient conduct of business, including adherence to
Company policies, (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
preparation of reliable financial information
25. Stock Exchanges
Your Company's Equity shares are listed in BSE Limited and National Stock Exchange of
India Ltd. Preference Shares aggregating to Rs. 2,610 million issued by the Company which
were listed in BSE Limited are under suspension since the preference shares were not
redeemed on due dates owing to severe cash flow strain.
Necessary stock exchange regulations are complied with. Applicable listing fees for the
year 2023-24 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 the
Directors and Employees to report about unethical behavior or violation of the Company's
Code of Conduct. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied access to the
Chairman 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 (Prevention,
prohibition and Redressal) Act, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints were received during the year
2022-23 nor were any pending unresolved complaints as on 31st March, 2023.
29. Auditors
M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, Chennai Statutory Auditors
continue to hold office till the conclusion of 41st AGM.
30. Additional Disclosures
In line with the requirements of Accounting Standards Rules 2006 of the Institute of
Chartered Accountants of India, your Company has made additional disclosures in respect of
the financial reporting of interests in joint venture in the notes on accounts.
31. Maintenance of Cost Records & Requirement of
Cost Audit
Maintenance of the cost records and requirement of cost audit as prescribed under
the provisions of section 148(1) of the Companies act, 2013 are not applicable to the
business activities carried out by the Company.
32. Particulars of Employees
In accordance with proviso to Section 136(1) of the Companies Act, 2013, the Directors'
Report is being sent to all shareholders excluding the statement prescribed under Rule
5(1), 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said statement is available for inspection by the Members at
the registered office of the Company during office hours till the date of the Annual
General Meeting.
33. The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013
read with 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 to
reduce the carbon foot prints.
Alternate low energy consumption options were identified to optimize energy.
This involved distillation plants being replaced by low energy desalination plants.
Invertor type AC systems and Five star rated ACs are installed instead of conventional AC
system.
Water maker from sea water is used on our assets with improved water parameter.
Energy efficient motors/Ventillators/Fans are being used when replacement is required.
Low energy consuming LED systems are procured as replacements to CFL/Tube lights.
Health Checkup and preventive maintenance system of all rotating equipments on our
assets are regularly followed.
(B) Technology Absorption
Vibration and noise, Tortional vibration analysis being implemented to predict early
warnings for equipment failures.
Maintenance of coating to prevent corrosion and renewal of steel is practiced in all
the fleets and regular inspection is conducted to implement this.
Engineering analysis of steel structure to enhance the life of assets is regularly
carried out.
Solar connected grid is utilised and when possible. Started using Hybrid electrical
vehicles which will replace the usage of conventional vehicle in future.
Foreign exchange earnings and outgo
(Rupees in Millions)
| |
2022- 23 |
2021-22 |
| Foreign exchange earned during the year |
759.95 |
854.01 |
| Foreign exchange outflow during the year |
329.80 |
322.23 |
34. Corporate Governance
A detailed note on the Company's philosophy on Corporate Governance and such other
disclosures as required under the listing regulations is separately annexed herewith and
forms part of this report.
35. i) Compliance Certificate
A Certificate from the Auditors of the company has been attached to this report which
testifies that the requirements of a sound Corporate Governance process as stipulated
under Schedule V of the SEBI(Listing Obligations & Disclosure Requirements)
Regulations,2015 with the stock exchanges, was met.
ii) Secretarial Compliance Report
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained
annual secretarial compliance report from the Secretarial Auditor M/s. G.Ramachandran
& Associates LLP, Chennai and the same will be submitted to the Stock Exchanges within
the prescribed time. The Secretarial
Compliance Report does not contain any qualification.
36. Acknowledgements
Your Directors wish to place on record their sincere appreciation for the contribution
made by the employees at all levels. The Directors also record their sincere appreciation
of the support and co-operation received from the Bankers, Financial Institutions,
Investors, 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's
objective's estimates expectation of projection may be Forward Looking Statement within
the meaning of applicable laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a difference to the
Company's operations include Government Regulations, Taw Laws, economic developments in
India and in the countries in which the Company conducts business, litigations and other
allied factors.
|