| Dear Members,
The Directors of the Company presents the Company's Twenty Forth (24th)
Annual Report of the Company, along with Audited Financial Statements
for the financial year ended 31st March, 2015.
FINANCIAL PERFORMANCE
(Amount in Rs.)
Particulars 2014-2015 2013-2014
Revenue from Operations 59,59,492 43,77,076
Gross Profit/ (Loss) before Interest,
Dep. & Tax (2,26,43,869) (1,13,55,893)
Less: Interest 8,45,600 26,65,401
Depreciation 3,09,491 7,28,943
Profit/(Loss) before Tax &
Exceptional Items (2,37,98,960) (1,47,50,237)
Less:Exceptional Items 83,78,21,141 Nil
Profit/(Loss) before Tax (86,16,20,101) (1,47,50,237)
Less: Provision for Taxation Nil Nil
Profit/(Loss) after Tax (86,16,20,101) (1,47,50,237)
Add: Surplus B/F from last year (11,42,13,861) (9,94,63,624)
Less: Dep. arising on assets
having no useful life 4,11,405 Nil
as per Schedule II of Companies
Act, 2013
Amount available for appropriations (97,62,45,367) (11,42,13,861)
Appropriations Nil Nil
Amount carried to Balance Sheet (97,62,45,367) (11,42,13,861)
OPERATIONAL PERFORMANCE
During the year, the Company has carried out efforts to get successful
flow of crude oil from the fields, however results were not
encouraging. The Company has entered into a MOU with Sun Petrochemicals
Private Limited to carry out further technical efforts to achieve
success in the fields.
The Company has also carried out serious work/efforts to acquire
interest, share in other fields/properties overseas. However due to
recent downfall in the crude oil prices, the exploration has become
unattractive and non viable.
Meanwhile the skilled man power of the Company has generated some
consultancy business to support the revenue flow of the Company.
DIVIDEND
In view of losses incurred during the financial year, the Board does
not recommend any dividend for the year under review.
SHARE CAPITAL
The paid up Share Capital of the Company as on 31st March, 2015 was
Rs.24,92,12,000 (Rupees Twenty Four Crore Ninety Two Lac Twelve
thousand only). During the year under review, the Company has neither
issued shares with deferential voting rights nor granted stock options
nor sweat equity. As on 31st March, 2015, the Company had no
outstanding convertible instruments.
RESERVE
No amount has been transferred to any of the reserve during the year
under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board
of Directors of the Company and Key Managerial personnel:
1. Mr. Ambrose Gerard Corray, ceased to be Director of the Company
with effect from the date of the Annual General Meeting i.e.
24.09.2014, on retirement.
2. Mr. Gopal Pallipuram Srinivasan, ceased to be Managing Director of
the Company w.e.f. 13.10.2014 on resignation and end of his term as
Managing Director of the Company.
3. Mr. Arun Kumar Agarwal ceased to be Director of the Company w.e.f.
31.12.2014 due to resignation.
4. Mr. Ajay Gupta ceased to be Director of the Company w.e.f.
31.12.2014 due to resignation.
5. Mrs. Haripriya Misra was appointed as a Woman Director of the
Company w.e.f. 24.03.2015, who has since resigned subsequent to the
close of the financial year w.e.f. 03.06.2015.
6. Mrs. Bandana Kalita (DIN 07167882) was appointed as independent
woman Director of the Company w.e.f. 30.05.2015.
7. Mr. Sushant Raj was appointed as Chief Financial Officer of the
Company w.e.f. 01.04.2015 after resignation of Mr. Gopal Pallipuram
Srinivasan, who was having additional charge of Chief Financial Officer
of the Company.
8. Ms. Hina Garg (M.No. 036660) was appointed as Company Secretary of
the Company w.e.f. 16.05.2015 after resignation of Mr. Parvinder Singh
Arora w.e.f. 21st November, 2014.
Present composition of the Company's Board is in line with the
applicable provisions of the Companies Act, 2013, and Listing Agreement
entered by the Company with Bombay Stock Exchange. Your Company has
Five (5) Directors consisting of Three (3) Independent Directors out of
which one is Woman Director, one (1) Non- Executive Director, and one
(1) Managing Director.
Mr. Lee Chye Cheng Adrian (DIN: 02242495) retire by rotation and being
eligible, offers himself for reappointment.
Mr. Vijay Misra (DIN 00458031), was appointed as Managing Director of
the Company and is key Managerial personnel of the Company w.e.f.
01.04.2015.
Mr. Lai Kai Jin Michael (DIN 02247249) and Mr. Krishna Kumar Nittala
(DIN 02228924) and Mrs. Bandana Kalita (DIN 07167882), the
non-executive independent directors of the Company are recommended for
appointment as Independent Directors of the Company under section 149
of the Companies Act, 2013.
Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
NUMBER OF BOARD MEETING
The Board of Directors met 9 (nine) times during the year, the details
of which are provided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, its committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and the Clause 49 of the Listing
Agreement. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of the
criteria such as the Board composition and structure, effectiveness of
board processes, contribution towards development of the strategy etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board in consultation with Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors on the
basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the
issues to be discussed, contribution at the meetings and otherwise,
independent judgment, etc.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board was evaluated. The
same was discussed in the board meeting that followed the meeting of
the independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATION. ATTRIBUTES. INDEPENDENCE. ETC.
The Nomination and Remuneration Committee shall identify persons of
integrity who possess relevant expertise, experience, leadership
qualities, qualification, attributes, independence and other matters
required for the position of directors provided u/s 178(3).
With the coming into force of the Companies Act, 2013, the Board on the
recommendation of the Nomination and Remuneration Committee appointed
all the existing Independent Directors Mr. Lai Kai Jin Michael (DIN:
02247249) and Mr. Krishna Kumar Nittala (DIN: 02228924) and Mrs.
Bandana Kalita (DIN: 07167882) as Independent Directors under section
149 of the Companies Act, 2013, subject to approval of the
shareholders.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors have filed their declaration with the Company
affirming that they meet the criteria of Independence mentioned u/s
149(6) of the Companies Act, 2013.
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior
Management Employees, details of the same are given in the Corporate
Governance Report.
AUDIT COMMITTEE
The Audit Committee of the Company was constituted in line with the
provisions of the Companies Act, 2013 & Clause 49 of the Listing
Agreement.
The Audit Committee as on 31st March, 2015 comprises three
Non-Executive Directors, Mr. Lee Chye Cheng Adrian, promoter director
and two Independent Directors namely Mr. Krishna Kumar Nitatala and Mr.
Lai Kai Jin Michael (Chairman of the Committee). All three members of
Committee have adequate financial & accounting knowledge and
background.
The said committee was reconstituted on 13th February, 2015 due to
resignation of Mr. Arun Kumar Agarwal and Mr. Ajay Gupta, previous
Independent Directors of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company has not yet started profit from its operations, the
Company has neither devised nor implemented any program towards social
responsibility. Further the provisions of section 135 of the Act
relating to Corporate Social Responsibility do not apply to the Company
since none of the criteria mentioned in the said section is attracted.
PARTICULARS OF EMPLOYEES
Particulars of employees required to be furnished u/s 197 of the
Companies Act, 2013 and Rules thereunder are as follows:
1. Employed throughout the F.Y.-NIL
2. Employed for part of the F.Y.:
i) Name of the Employee: Mr. Gopal Pallipuram Srinivasan
ii) Designation: Managing Director
iii) Remuneration received: Rs.72,39,491/-.
iv) Nature of Employment: Contractual
v) Qualifications: ICWA, MBA (Finance)
vi) Experience: 25 Years
vii) Date of commencement of employment: 14th October, 2011.
viii) Age: 50 years
ix) Last employment held: General Manager (Finance) in EZRA Holdings
Limited
x) %of Equity Shares held: Nil
xi) Name of Director or Manager who is a relative: None
3. Employed throughout the F.Y. or part thereof and exceeded that
drawn by the MD or WTD or Manager and hold by himself or along with
his/her spouse and dependent children, not less than 2% of the equity
shares of the Company: NIL
PARTICULARS PERSUANT TO SECTION 197(12) AND THE RETEVANT RULES
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of
employees are as follows:
i) the ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the year 2014-15:
Name Nature of Directorship Ratio
Sh. Gopal Pallipuram Srinivasan Managing Director 0.67:1
ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary in the
financial year:
Name Nature of Directorship %Increase
Sh. Gopal Palliuram Srinivasan Managing Director Nil
Sh. Parvinder Singh Arora Company Secretary Nil
Note: For this purpose, Sitting Fess paid to directors has not been
considered as remuneration.
iii) the percentage increase in the median remuneration of employees in
the financial year: Nil
iv) the number of permanent employees on the rolls of Company: 6 (Six)
as on 31st March, 2015.
v) the explanation on the relationship between average increase in
remuneration and Company performance:
Considering the financial position of the Company, no remuneration has
been increased during the year.
vi) comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Remuneration of Key Managerial Personnel was as per terms of employment
which is according to the Industrial practice.
vii) variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer:
Particulars As on 31st
March, 2015 As on 31st
March, 2014 %
Closing Market Price 13.10 17 (-) 29.77
Market Capitalization 3264.68 lacs 4236.60 Lacs (-) 29.77
P/E Ratio (-) (-)
viii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
There is no increase in salaries of the employees during the financial
year.
ix) comparison of the each remuneration of the Key Managerial Personnel
against the performance of the Company: Same as mentioned in Para (vi)
above.
x) the key parameters for any variable component of remuneration
availed by the Directors: There was no variable component paid to the
Managing Director.
xi) the ratio of the remuneration of the highest paid Director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid Director during the year:
Till the resignation of Mr. Gopal P. Srinivasan, Managing Director,
there was no employee who received remuneration in excess of directors.
Thereafter there was no whole time director who received remuneration.
xii) Affirmation that the remuneration is as per the Remuneration
Policy of the Company: Yes
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Oytgo as required under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are annexed herewith marked as Annexure I to
this Report.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made any loans,
guarantees and investments which are governed by the provisions of
section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no materially significant related party transaction made by
the Company with Promoters, Directors, Key Managerial Personnel or
other related parties which may have a potential conflict with the
interest of the Company at large.
All related party transactions for the year are placed before the Audit
Committee as well as before the Board for approval. The transactions
entered into with related parties are reviewed on a quarterly basis by
the Audit committee. The policy on Related Party Transactions as
approved by the Audit Committee and Board is uploaded on the Company's
website.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), in prescribed in Form AOC-2, is appended
as Annexure II
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Management Discussion Analysis and Corporate Governance Report as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchange(s) forms part of the Annual Report and are referred to As
Annexure III and IV respectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure-Vto this Report.
VIGIL MECHANISM
The Company has framed a Whistle Blower Policy to deal with instances
of fraud and mismanagement, if any. The details of the Policy are
given in the Corporate Governance Report and the Policy is posted on
the Company's website.
FIXED DEPOSITS
During the year under review your Company has not accepted any fixed
deposits and there were no unclaimed deposit or interest thereon as on
31st March, 2015.
INDUSTRIAL RELATIONS
Relation with staff and workmen continued to remain cordial during the
financial year.
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
The Company has entered into a Memorandum of Understanding with Sun
Petrochemicals Private Limited in respect of transfer/assignment of
100% Participating Interest of Baola and Modhera Fields.
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*
There are no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT
VENTURES OR ASSOCIATE COMPANIES
No Company has become or ceased to be subsidiary, joint venture or
associate company during the year under review.
INTERNAL CONTROL SYSTEM
Your Company has adequate system of internal controls to ensure that
all the assets are safeguarded and are productive. Necessary checks and
controls are in place to ensure that transactions are properly
verified, adequately authorized, correctly recorded and properly
reported. The Internal Auditors of the Company conducts Audit to ensure
that internal controls are in place and submit quarterly Reports to the
Audit Committee. The Audit Committee regularly reviews these Reports
and regularly advised for corrective actions.
RISK MANAGEMENT
In line with the regulatory requirements, the Company has framed a Risk
Management Policy to identify risk areas and procedure to mitigate the
risks. A detailed exercise is being carried out at regular intervals to
identify, evaluate, manage and monitor all business risks. The Board
periodically reviews the risks and suggests steps to be taken to
control and mitigate the same through a properly defined framework.
DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS
OF SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
No case of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 was filed.
SECRETARIAL AUDIT
M/s. KJ & Associates, Company Secretaries in Practice, have been
appointed by the Company as Secretarial Auditor to undertake
Secretarial Audit of the Company, pursuant to the provisions of Section
204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit
Report is annexed herewith as Annexure-VI.
As regards, Secretarial Auditors' observations regarding appointment of
Independent Directors, your director state that the Company will
appoint required number of Independent Directors in the ensuing AGM.
AUDITORS & AUDITORS' REPORT
M/s. Shirish Desai & Co., Chartered Accountants (holding Registration
No. 112226W), Statutory Auditors of the Company will retire at the
conclusion of the forthcoming Annual General Meeting ("AGM") and being
eligible, offers themselves for re-appointment, The Company has
received the consent from the Auditors and confirmation to the effect
that they are not disqualified to be appointed as the Auditors of the
Company in terms of the provisions of the Companies Act 2013 ("Act")
and rules made thereunder and that their appointment, if made, will be
within the prescribed limits under the Act. Accordingly the Audit
Committee and the Board of Directors has recommended the re-appointment
of M/s. Shirish Desai & Co.,Chartered Accountants as the Statutory
Auditors of the Company to hold office from the ensuing AGM till the
conclusion of the next AGM on remuneration to be decided by the Board
or Committee thereof to the shareholders for approval.
Auditors' report is self-explanatory and therefore does not require
further comments and explanation.
COST AUDITORS
The Board of Directors at their Meeting held on 23rd May, 2013
appointed M/s. KL Jaisingh & Co., as Cost Auditors for the financial
year 2013-14, which was approved by the Central Government.
The Cost Audit Report for the financial year 2013-14 in XBRL format was
submitted within due date on 26th September, 2014.
As per the provisions of section 148 of the Companies Act, 2013, read
with the Companies (Audit and Auditors) Rules, 2014 framed thereunder
and the Cost Audit Orders issued from time to time, Cost Audit was not
applicable to the Company for the financial year 2014-15.
The Board of Directors at their Meeting held on 27th June 2014
appointed M/s. KL Jaisingh & CO., as Cost Auditors for the financial
year 2014-15. However in view of non applicability of cost Audit, the
Management has decided not to get the Cost Audit.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) read with 134(5) of the Companies Act,
2013, it is hereby stated that:
(a) In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed alongwith proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2015 and of the profit and loss of the
company for the year ended on that date;
(c) the Directors had taken proper and sufficient care for 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;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the Directors have laid down Internal financial controls to be
followed by the company which are adequate and were operating
effectively;
(f) the directors had devised proper system ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
HEALTH SAFETY & ENVIRONMENT (HSE)
There were regular meetings on HSE held at Baola & Modhera sites during
the year. There was no untoward incident/accident during the year. The
operations were conducted safely during the year. Due attention was
given to environmental protection and regulation and all statutory
approvals are in place in this regard.
ACKNOWLEDGEMENTS
The Board of Directors of the Company acknowledge with gratitude the
co-operation and assistance received from the Central and State
Government Authorities. Your Directors thank the Shareholders,
Banks/other lenders, Vendors and other business associates for their
confidence in the Company and its management and look forward to their
continued support. The Board wishes to place on record its appreciation
for the dedication and commitment of your Company's employees at all
levels, which has continued to be our major strength. We look forward
to their continued support in the future.
For and on behalf of the Board
Vijay Misra Lee Chye Cheng Adrian
Place : Singapore Chairman & Managing
Director Director
Date : 10.08.2015 DIN 00458031 DIN: 02242495 |