Annual Report 2013-14 - Shiv-Vani Oil & Gas Exploration … report/Shiv-Vani_AR_2014_final.pdf · Annual Report 2013-14 Zeal To Explore, Drive To Excel. Corporate Information Board

Shiv-Vani Oil & Gas Exploration Services Limited

Annual Report

2013-14

Zeal To Explore, Drive To Excel

Corporate Information

Board of DirectorsDwarka Das DagaRajnish GuptaSachikanta Mishra, Nominee- IFCI LimitedPadam Singhee, Joint Managing Director

thGhanshyam Das Binani (w.e.f. 13 February, 2014)thKailash Chandra Gupta (w.e.f. 14 August, 2014)

Chief Financial Officer Rajan Gupta

Company Secretary & Vimal ChadhaCompliance Officer

Auditors Vijay Prakash Gupta & AssociatesChartered Accountants

Bankers & Financial State Bank of IndiaInstitutions ICICI Bank Limited

Punjab National BankLife Insurance Corporation of India LimitedState Bank of Hyderabad State Bank of Travancore Yes Bank LimitedBank of IndiaCentral Bank of India Indusind Bank Ltd. IFCI LimitedL&T Infrastructure Finance Company LimitedExim BankUnion Bank of India State Bank of Patiala Corporation Bank United Bank of IndiaUCO BankAndhra BankIndian Overseas Bank Oriental Bank of Commerce Standard Chartered Bank DBS Bank LimitedBank of MaharashtraTata Capital Financial Services Ltd.

Registrar & Share Link Intime India Private LimitedTransfer Agent 44 Community Centre, 2nd Floor

Naraina Industrial Area Phase- INear Pvr Naraina

New Delhi - 110 028

REGISTERED OFFICE Tower No 1, 5th Floor, NBCC Plaza, Sector-V, Pushp Vihar, Saket, New Delhi - 110 017Ph. No. - 011-29564592Fax No. - 011-29565082Email Id - [email protected] Site - www.shiv-vani.com

Prem Singhee, Chairman & Managing Director

CONTENTSDirectors’ Report.............................................. 1

Management Discussion and Analysis............. 8

Report on Corporate Governance ................... 12

Auditor’s Report............................................... 32

Balance Sheet................................................... 36

Statement of Profit and Loss............................ 37

Cash Flow Statements...................................... 38

Significant Accounting Polices......................... 40

Consolidated Auditor’s Report......................... 61

Consolidated Balance Sheet............................. 62

Consolidated Statement of Profit and Loss...... 63

Consolidated Cash Flow Statements................ 64

Consolidated Significant Accounting Polices... 66

Summarized Financial Statements ofSubsidiaries....................................................... 84

Annual Report - 2013-14 1

DIRECTORS’ REPORTDear Members,

rdYour directors present the 23 Annual Report together with audited accounts of your Company for the year ended 31st March, 2014.

Consolidated Financial Highlights:( ̀ in Millions)

Particulars 2013-14 2012-13

Operating Income 3413.47 12,395.08

Other Income 262.28 127.98

Total Income 3675.75 12,523.06

Profit before Interest, Depreciation and Taxation (1833.61) 5,715.92

Finance Cost 4368.61 3,221.18

Depreciation 2283.31 1,843.15

Profit Before Taxation (8485.54) 651.59

Add: Prior Period Adjustments 0.01 -

Add: Minority Share in Loss - 0.01

Profit for the Year (8485.53) 651.60

Provision for Tax:

-Income Tax Relating To Earlier years - 0.06

-Income Tax - 189.87

-Deferred Tax (1582.37) 38.56

-Mat Credit - Utilized / (availed) - 198.86

Net Profit after tax (6903.16) 224.25

Add : Surplus as per Last Balance Sheet 7699.89 7,515.64

Surplus available for appropriation 796.73 7,739.89

Appropriation:

Transferred to General Reserve - 40.00

Surplus carried forward to the next year 796.73 7,699.89

The consolidated operating income for the financial year 2013-14 has decreased by 72.46% at ` 3,413.47 millions against` 12,395.08 millions in the previous year. Due to lack of contracts resulting in de-hiring of equipments and liquidity constraints, there is a net loss after tax of ̀ 6903.16 millions in 2013-14 compared to net profit after tax of ̀ 224.25 millions in 2012-13. EBITDA margin are also negative at ̀ 1833.61 millions compared to ̀ 5715.92 million in the last year. As a result

stthe consolidated net worth of the Company has declined to ` 7582.56 millions from ` 14754.09 millions as at 31 March, 2013.

Dividend

Your Company was regular dividend paying company upto 2011-12. However, considering the financials of the Company for the year 2013-14, the Board of Directors do not find it prudent to recommend any dividend for the FY 2013-14.

Review of Operations

DRILLING ACTIVITIES DURING YEAR 2013-14:

?Company deployed two no. 2000HP, Drilling Rigs under contract with Oil India Limited at Duliayjan for initial duration of two year, extendable for another year.

?One no. 2000HP, Drilling Rig is deployed under contract with Oil India limited at Kakinada-K.G. Basin to drill 3 no. exploratory wells with option for another two well.

Annual Report - 2013-142

SHIV-VANI OIL & GAS EXPLORATION SERVICES LIMITED

?One no. 900HP mobile Drilling/workover rig is dry leased to Quippo and is operating under contract with Cairn India at Barmer Project.

?Two no. 2000HP, High performance Drilling Rigs are under operation with ONGC – Cauvery Project at Karaikal one of them has got dehired in August, 2014 & the other is completing initial term of the Contract during September, 2014.

?Some of the Drilling and Workover Rigs got dehired after successfully completing initial contracts.

SEISMIC SURVEY SERVICES

The Company provides services for collection of data and its interpretation both in two dimensional and three dimensional fields. In seismic services, data is collected by causing an explosion in the area beneath shot hole and then capturing resonance by geo phones and telemetry system. This data helps in identifying the points for well drilling.

Further, the Company is also participating in the contracts of Seismic Data Acquisition of national, international and Private (LLP) Companies.

During the current year the Company has successfully completed three dimentional (3D) Seismic Survey for Syntex Oil. In this year, we will again be working for Sintex Oil in their another block in Gujarat, near Mehsana.

PROJECTS:

?Bid for 4 Drilling rigs of 2000HP is in active stage for ONGC Assam Asset.

?Submitted Bid for one no. 1400HP Drilling Rig for a contract period 3 years with Oil India Limited, Duliajan, Assam

?Submitted Bid for 4 no. 750 HP workover Rigs for a contract period of 3 years with Oil India Limited, Duliajan, Assam.

Bids shall be submitted in the month of Spetember, 2014 for : -

?2 Nos 2000 HP Drilling Rigs for a contract of three years with Oil India Ltd.

?1 No. 1400 HP Drilling rig for a contract of three years with Oil India Limited.

?3 D Sesmic Data tender of ONGC in K G Basin and in Tripura having approximate value of about Rs 500 Crs.

Fixed Deposits

Your Company has not accepted any fixed deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year.

Change in Capital Structure

During the year under review there was no change in the capital structure of the Company.

Listing

The equity shares continue to be listed on the Bombay Stock Exchange Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The annual listing fee for the next financial year 2014-15 has been paid to both the Stock Exchanges. The FCCBs are listed with Singapore Exchange.

Directors

thDuring the year, Mr. Om Prakash Garg, Director resigned from the position of a Director w.e.f. 13 February, 2014 and Capt. thHiteshi Chander Malik resigned from the position of a Director .w.e.f. 17 July, 2014.

The Board places its appreciation on record for the contribution and support extended by Mr. Om Prakash Garg and Capt. Hiteshi Chander Malik during their tenure as Director on the Board of the Company.

thMr. Ghanshyam Das Binani was coopted as an additional Director on the Board w.e.f. 13 Febuary, 2014 and Mr. Kailash thChandra Gupta was coopted as an additional Director on the Board w.e.f. 14 August, 2014.

?2 No. 1000HP and 1 no. 1400HP drilling Rigs for ONGC for Kolkatta, Tripura and Ahmedabad.


In terms of the Companies Act, 2013 (‘Act’) Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly, it is proposed to change the term of office of Mr. Prem Singhee and Mr. Padam Singhee from ‘non retiring’ to’ retiring by rotation’.

As on the date of the report, Mr. Dwarka Das Daga, Mr. Rajneesh Gupta, Mr. Ghanshyam Das Binani and Mr. Kailash Chandra Gupta are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 2013 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of Section 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors to hold the office for five consecutive years from the date of this Annual General Meeting.

Mr. Prem Singhee retires by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment, which the Board recommends.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/ Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for ensuing Annual General Meeting.

CDR

thCDR scheme of the Company has been approved by the CDR-EG on 24 January, 2014 and is under implementation. A debt of INR 3448.65 Crore has been conclusively restructured, additional funds provided and interest funded.

The re-structuring of Company was based on a Techno-Economic Viability Study and Feasibility Report which was conducted by an independent third party consultant appointed by ICICI Bank Ltd. and involved a detailed viability analysis of the industry, competition, future cash flows and the new technology initiatives.

The Company had executed the Master Restructuring Agreement (MRA) / other documents with 19 out of 22 lenders which thaccounts for 86.36% in number & 81.83% in Value on 18 March, 2014 and had also fulfilled the pre-requisite conditions for

implementation of CDR Scheme. Accordingly, the CDR scheme was accounted for in the books of the accounts in the stfinancial year ended 31 March, 2014 and the Scheme continues to be under implementation in the current financial year.

The company has made significant progress on perfection of security and is also ensuring compliance with other CDR conditions.

The successful implementation of CDR signifies the faith reposed by the lenders in the business viability and long term prospects of the Company.

FCCB Matter

Your Company had issued Foreign Currency Convertible Bonds of USD 80 Millions with 5% coupon which will mature in August 2015. The company was regularly making payments of the coupon to bond holders since its issuance except for the coupon due on 16th July, 2013 onwards due to tight liquidity of the company.

The trustee of the FCCB holders, with a view to accelerate the payments has issued a notice to the Company for the payment of the whole amount of the FCCB, The trustee of the FCCB holders has filed a Petition in High Court of Delhi seeking Winding up of the Company. The Company is contesting the case and is of the view that the winding up petition is liable to be dismissed.

Further, trustee of the FCCB holders also filed a case in London Court for recovery of amount. The London Court passed Judgment directing Company to pay the whole amount due under the Bonds. The trustee of the FCCB holders filed Execution Petition in High Court of Delhi to execute the London Court Judgment. The Company will contest the execution petition, as in its view the London Court Judgment is not enforceable.

Audit and Systems

The Company’s internal control system includes audit and verification of compliance with defined policies and procedures by Internal Audit Function. The internal auditors independently evaluate the adequacy of internal controls and audit the sample of the transactions in value terms. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.



?One no. 900HP mobile Drilling/workover rig is dry leased to Quippo and is operating under contract with Cairn India at Barmer Project.

?Two no. 2000HP, High performance Drilling Rigs are under operation with ONGC – Cauvery Project at Karaikal one of them has got dehired in August, 2014 & the other is completing initial term of the Contract during September, 2014.

?Some of the Drilling and Workover Rigs got dehired after successfully completing initial contracts.

SEISMIC SURVEY SERVICES

The Company provides services for collection of data and its interpretation both in two dimensional and three dimensional fields. In seismic services, data is collected by causing an explosion in the area beneath shot hole and then capturing resonance by geo phones and telemetry system. This data helps in identifying the points for well drilling.

Further, the Company is also participating in the contracts of Seismic Data Acquisition of national, international and Private (LLP) Companies.

During the current year the Company has successfully completed three dimentional (3D) Seismic Survey for Syntex Oil. In this year, we will again be working for Sintex Oil in their another block in Gujarat, near Mehsana.

PROJECTS:

?Bid for 4 Drilling rigs of 2000HP is in active stage for ONGC Assam Asset.

?Submitted Bid for one no. 1400HP Drilling Rig for a contract period 3 years with Oil India Limited, Duliajan, Assam

?Submitted Bid for 4 no. 750 HP workover Rigs for a contract period of 3 years with Oil India Limited, Duliajan, Assam.

Bids shall be submitted in the month of Spetember, 2014 for : -

?2 Nos 2000 HP Drilling Rigs for a contract of three years with Oil India Ltd.

?1 No. 1400 HP Drilling rig for a contract of three years with Oil India Limited.

?3 D Sesmic Data tender of ONGC in K G Basin and in Tripura having approximate value of about Rs 500 Crs.

Fixed Deposits

Your Company has not accepted any fixed deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year.

Change in Capital Structure

During the year under review there was no change in the capital structure of the Company.

Listing

The equity shares continue to be listed on the Bombay Stock Exchange Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). The annual listing fee for the next financial year 2014-15 has been paid to both the Stock Exchanges. The FCCBs are listed with Singapore Exchange.

Directors

thDuring the year, Mr. Om Prakash Garg, Director resigned from the position of a Director w.e.f. 13 February, 2014 and Capt. thHiteshi Chander Malik resigned from the position of a Director .w.e.f. 17 July, 2014.

The Board places its appreciation on record for the contribution and support extended by Mr. Om Prakash Garg and Capt. Hiteshi Chander Malik during their tenure as Director on the Board of the Company.

thMr. Ghanshyam Das Binani was coopted as an additional Director on the Board w.e.f. 13 Febuary, 2014 and Mr. Kailash thChandra Gupta was coopted as an additional Director on the Board w.e.f. 14 August, 2014.

?2 No. 1000HP and 1 no. 1400HP drilling Rigs for ONGC for Kolkatta, Tripura and Ahmedabad.


In terms of the Companies Act, 2013 (‘Act’) Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly, it is proposed to change the term of office of Mr. Prem Singhee and Mr. Padam Singhee from ‘non retiring’ to’ retiring by rotation’.

As on the date of the report, Mr. Dwarka Das Daga, Mr. Rajneesh Gupta, Mr. Ghanshyam Das Binani and Mr. Kailash Chandra Gupta are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 2013 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of Section 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors to hold the office for five consecutive years from the date of this Annual General Meeting.

Mr. Prem Singhee retires by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment, which the Board recommends.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship and membership/ Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for ensuing Annual General Meeting.

CDR

thCDR scheme of the Company has been approved by the CDR-EG on 24 January, 2014 and is under implementation. A debt of INR 3448.65 Crore has been conclusively restructured, additional funds provided and interest funded.

The re-structuring of Company was based on a Techno-Economic Viability Study and Feasibility Report which was conducted by an independent third party consultant appointed by ICICI Bank Ltd. and involved a detailed viability analysis of the industry, competition, future cash flows and the new technology initiatives.

The Company had executed the Master Restructuring Agreement (MRA) / other documents with 19 out of 22 lenders which thaccounts for 86.36% in number & 81.83% in Value on 18 March, 2014 and had also fulfilled the pre-requisite conditions for

implementation of CDR Scheme. Accordingly, the CDR scheme was accounted for in the books of the accounts in the stfinancial year ended 31 March, 2014 and the Scheme continues to be under implementation in the current financial year.

The company has made significant progress on perfection of security and is also ensuring compliance with other CDR conditions.

The successful implementation of CDR signifies the faith reposed by the lenders in the business viability and long term prospects of the Company.

FCCB Matter

Your Company had issued Foreign Currency Convertible Bonds of USD 80 Millions with 5% coupon which will mature in August 2015. The company was regularly making payments of the coupon to bond holders since its issuance except for the coupon due on 16th July, 2013 onwards due to tight liquidity of the company.

The trustee of the FCCB holders, with a view to accelerate the payments has issued a notice to the Company for the payment of the whole amount of the FCCB, The trustee of the FCCB holders has filed a Petition in High Court of Delhi seeking Winding up of the Company. The Company is contesting the case and is of the view that the winding up petition is liable to be dismissed.

Further, trustee of the FCCB holders also filed a case in London Court for recovery of amount. The London Court passed Judgment directing Company to pay the whole amount due under the Bonds. The trustee of the FCCB holders filed Execution Petition in High Court of Delhi to execute the London Court Judgment. The Company will contest the execution petition, as in its view the London Court Judgment is not enforceable.

Audit and Systems

The Company’s internal control system includes audit and verification of compliance with defined policies and procedures by Internal Audit Function. The internal auditors independently evaluate the adequacy of internal controls and audit the sample of the transactions in value terms. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.



The Audit Committee met five times during the year. It reviewed, inter alia, the adequacy and effectiveness of the internal control environment and monitored implementation of the internal audit recommendations including those relating to strengthening of your Company’s risk management policies and systems. It also engaged in overseeing the financial disclosures.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards along with proper explanation relating material departures, if any.

(ii) 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 at the end of the financial year and of the profit of the Company for that year;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; and

(iv) prepared the annual accounts on a going concern basis.

Auditors and their Report

As per the provisions of the Companies Act, 2013, the auditors M/s. Vijay Prakash Gupta & Associates, Chartered Accountants, and Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible offer themselves for reappointment and are proposed to be re-appointed for three consecutive years from the conclusion of the forthcoming annual general meeting untill the conclusion of the 26th annual general meeting in the calender year 2017.

The observations made in the Auditors’ Report are explained wherever necessary in appropriate notes to the accounts.

Consolidated Financial Statements

In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts.

In line with the general exemption granted by the Ministry of Corporate Affairs vide Circular No 2/2011 dated 8th February, 2011, the report and accounts of the subsidiary companies are not required to be attached to the company’s accounts. Any shareholder of the Company, who wishes to obtain the report and account of subsidiaries, may send a request in writing to the Company Secretary at the registered office of the Company.

The Annual Accounts of the subsidiary companies are kept open for inspection by any shareholders at the registered office of the Company and of the concerned subsidiary company.

In compliance with the terms of the exemption, summary of financial information for each subsidiary which includes Capital, Reserves, Total Assets, Total Liabilities, Details of Investment, Turnover, Profit before taxation, Provision for taxation, Profit after taxation and proposed dividend has been attached with this annual report.

Corporate Governance

Certificate of Auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is attached to the report.

In compliance with the requirements of Clause 49(V), a certificate from Managing Director and Chief Financial Officer was placed before the Board.

All the Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman & Managing Director is


enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.shiv-vani.com).

Management Discussion and Analysis

In terms of Clause49.IV(F) of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report is presented separately forming part of this report.

Particulars as per Section 217 of the Companies Act, 1956.

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act, 1956, is set out in a separate statement attached to this Report and forms part of it.

Particulars as per Section 217(2A) of the Companies Act, 1956.

In terms of the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. As the Company is circulating Statement containing Balance Sheet and Statement of Profit & Loss as per the provisions of Section 219(1)(b)iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

Investor Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its business. In compliance with sub-clause (f) to the Clause 47 of the Listing Agreement, the Company has designated an e-mail address i.e. [email protected] for the purpose of registering complaints by investors for redressal of their grievances. The Company has also an Investor Grievance Committee to redress the issues relating to investors.

Companies Act, 2013

During the current financial year the Companies Act, 1956 has been replaced by Companies Act, 2013 and became applicable for every Company from 1st April, 2014. Your Company has been regular in keeping pace with the changes that have become applicable and initiated necessary actions accordingly to comply with the same.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and support and cooperation extended by the stakeholders, customers, suppliers and other business associates including financial institutions, banks, Central & State Government authorities during the year under review.

Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the BoardShiv-Vani Oil & Gas Exploration Services Limited

New Delhi (Prem Singhee)September 2, 2014 Chairman & Managing Director



The Audit Committee met five times during the year. It reviewed, inter alia, the adequacy and effectiveness of the internal control environment and monitored implementation of the internal audit recommendations including those relating to strengthening of your Company’s risk management policies and systems. It also engaged in overseeing the financial disclosures.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards along with proper explanation relating material departures, if any.

(ii) 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 at the end of the financial year and of the profit of the Company for that year;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; and

(iv) prepared the annual accounts on a going concern basis.

Auditors and their Report

As per the provisions of the Companies Act, 2013, the auditors M/s. Vijay Prakash Gupta & Associates, Chartered Accountants, and Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible offer themselves for reappointment and are proposed to be re-appointed for three consecutive years from the conclusion of the forthcoming annual general meeting untill the conclusion of the 26th annual general meeting in the calender year 2017.

The observations made in the Auditors’ Report are explained wherever necessary in appropriate notes to the accounts.


In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts.

In line with the general exemption granted by the Ministry of Corporate Affairs vide Circular No 2/2011 dated 8th February, 2011, the report and accounts of the subsidiary companies are not required to be attached to the company’s accounts. Any shareholder of the Company, who wishes to obtain the report and account of subsidiaries, may send a request in writing to the Company Secretary at the registered office of the Company.

The Annual Accounts of the subsidiary companies are kept open for inspection by any shareholders at the registered office of the Company and of the concerned subsidiary company.

In compliance with the terms of the exemption, summary of financial information for each subsidiary which includes Capital, Reserves, Total Assets, Total Liabilities, Details of Investment, Turnover, Profit before taxation, Provision for taxation, Profit after taxation and proposed dividend has been attached with this annual report.

Corporate Governance

Certificate of Auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is attached to the report.

In compliance with the requirements of Clause 49(V), a certificate from Managing Director and Chief Financial Officer was placed before the Board.

All the Board members and Corporate Leadership Team (CLT) have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman & Managing Director is


enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.shiv-vani.com).

Management Discussion and Analysis

In terms of Clause49.IV(F) of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report is presented separately forming part of this report.

Particulars as per Section 217 of the Companies Act, 1956.

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1)(e) of the Companies Act, 1956, is set out in a separate statement attached to this Report and forms part of it.

Particulars as per Section 217(2A) of the Companies Act, 1956.

In terms of the provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. As the Company is circulating Statement containing Balance Sheet and Statement of Profit & Loss as per the provisions of Section 219(1)(b)iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

Investor Relations

The Company continued to generally maintain harmonious and cordial relations with its workers in all its business. In compliance with sub-clause (f) to the Clause 47 of the Listing Agreement, the Company has designated an e-mail address i.e. [email protected] for the purpose of registering complaints by investors for redressal of their grievances. The Company has also an Investor Grievance Committee to redress the issues relating to investors.

Companies Act, 2013

During the current financial year the Companies Act, 1956 has been replaced by Companies Act, 2013 and became applicable for every Company from 1st April, 2014. Your Company has been regular in keeping pace with the changes that have become applicable and initiated necessary actions accordingly to comply with the same.

Acknowledgement

Your Directors acknowledge with gratitude the co-operation and support and cooperation extended by the stakeholders, customers, suppliers and other business associates including financial institutions, banks, Central & State Government authorities during the year under review.

Your Directors thank the shareholders for their continued support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the BoardShiv-Vani Oil & Gas Exploration Services Limited

New Delhi (Prem Singhee)September 2, 2014 Chairman & Managing Director




ANNEXURE – 1

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under, Sec. 217(1)(e) of the Companies Act. 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended hereto and forms part of the report:-

(A) CONSERVATION OF ENERGY

(a) Energy conservation is ongoing process and there is a continuous programme to create awareness at various sites and motivate the employees to conserve energy. The various measures taken by the Company are as under:-

1. Various Operating activities are identified at Drilling and Workover Rig to ensure conservation of energy by switching over from higher to lower capacity power packs/ Electric generators, reducing fuel and other consumable consumption hence making operations economical.

2 Rig crew is trained and frequent critical operational drills are conducted to increase energy conservation awareness and to reduce non-productive operational use of equipment.

3 All onsite living and office accommodations are equipped with energy saving CFL and LED electrical bulbs and appliances.

(B) TECHNOLOGY ABSORPTION

(a) RESEARCH & DEVELOPMENT

(i) Specific areas in which R & D carried out by the Company :

(a) Drilling Rigs :

Being Oil & Gas Exploration Service providers, endeavour of company remain to optimize overall performance of Man and Machinery. A team of Drilling Engineers with Oilfield Professionals monitor study and implement various techno – commercial measures : -

- All Drilling Rigs are equipped with latest field proven Top Drive Systems to enhance performance during Rig Operations.

- Hydraulically operated Disc Brake System Draw works are installed for safe and efficient working conditions.

- Latest engineering designed Solid control systems including Linear Motion Shale Shakers, Centrifuges and Jet Shearing Devices are installed to reduce solid contents in drilling fluids reducing running and maintenance cost of equipment and simultaneously enhance equipment life.

- Using latest technology drilling operations are performed using Mud Motors, MWD and directional drilling equipment.

- Use of PDC Bits during Drilling operations to enhance efficiency of rigs.

- Real time data accessible online is used with latest Rig sense electronics instrumentation system for precise monitoring of drilling and Mud parameters to further enhance performance.

(ii) Benefits derived as a result of R & D

(a) Our team of engineers and technicians developed SS impellers in our work shop which resulted in improvement of life of those impellers by 4 times

(b) Our team of engineers with experiments found that drill bits with 2 blades are suitable for these types of soils and modified the three blade bits to two blade bits. The drilling time has been reduced by half.

(iii) Future Plan and Action

1. Presently in the hilly area lot of difficulties are faced to provide water for drilling, research is being carried out to overcome the problem.

2. The sleeves of mud pumps are getting damaged very frequently, efforts are made to use different material for manufacture of sleeves to arrest the down time due to damage of sleeves.

(iv) Expenditure as R & D

Capital : Nil

Recurring : Nil

R & D Expenses : Nil

% of total turnover : Nil

(C) FOREIGN EXCHANGE EARNING & OUTGO Amount in ̀

S. No. Particulars March 2014(`) March 2013(`)

I Earnings in foreign currency

Contract Revenue (Gross) 82,571,765 512,684,097

Sale of goods 246,253 45,927,302

Interest on FDR 10,985 21,494

Total 82,829,003 558,632,893

II Expenditure in Foreign Currency

Rig Rental Charges 392,522,555 897,378,471

Interest:

- Capital nature Nil 221,358,425

- Others 318,962,981 158,780,862

Legal & Professional Fees 4,232,422 1,377,688

Travelling Expenses 998,715 2,935,080

Business Promotion Expenses Nil 1,463,737

Contract Expenses 2,958,617 70,195,409

Freight and Other Expenses 17,667,178 Nil

Total 737,342,468 1,353,489,672




ANNEXURE – 1

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under, Sec. 217(1)(e) of the Companies Act. 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended hereto and forms part of the report:-

(A) CONSERVATION OF ENERGY

(a) Energy conservation is ongoing process and there is a continuous programme to create awareness at various sites and motivate the employees to conserve energy. The various measures taken by the Company are as under:-

1. Various Operating activities are identified at Drilling and Workover Rig to ensure conservation of energy by switching over from higher to lower capacity power packs/ Electric generators, reducing fuel and other consumable consumption hence making operations economical.

2 Rig crew is trained and frequent critical operational drills are conducted to increase energy conservation awareness and to reduce non-productive operational use of equipment.

3 All onsite living and office accommodations are equipped with energy saving CFL and LED electrical bulbs and appliances.

(B) TECHNOLOGY ABSORPTION

(a) RESEARCH & DEVELOPMENT

(i) Specific areas in which R & D carried out by the Company :

(a) Drilling Rigs :

Being Oil & Gas Exploration Service providers, endeavour of company remain to optimize overall performance of Man and Machinery. A team of Drilling Engineers with Oilfield Professionals monitor study and implement various techno – commercial measures : -

- All Drilling Rigs are equipped with latest field proven Top Drive Systems to enhance performance during Rig Operations.

- Hydraulically operated Disc Brake System Draw works are installed for safe and efficient working conditions.

- Latest engineering designed Solid control systems including Linear Motion Shale Shakers, Centrifuges and Jet Shearing Devices are installed to reduce solid contents in drilling fluids reducing running and maintenance cost of equipment and simultaneously enhance equipment life.

- Using latest technology drilling operations are performed using Mud Motors, MWD and directional drilling equipment.

- Use of PDC Bits during Drilling operations to enhance efficiency of rigs.

- Real time data accessible online is used with latest Rig sense electronics instrumentation system for precise monitoring of drilling and Mud parameters to further enhance performance.

(ii) Benefits derived as a result of R & D

(a) Our team of engineers and technicians developed SS impellers in our work shop which resulted in improvement of life of those impellers by 4 times

(b) Our team of engineers with experiments found that drill bits with 2 blades are suitable for these types of soils and modified the three blade bits to two blade bits. The drilling time has been reduced by half.

(iii) Future Plan and Action

1. Presently in the hilly area lot of difficulties are faced to provide water for drilling, research is being carried out to overcome the problem.

2. The sleeves of mud pumps are getting damaged very frequently, efforts are made to use different material for manufacture of sleeves to arrest the down time due to damage of sleeves.

(iv) Expenditure as R & D

Capital : Nil

Recurring : Nil

R & D Expenses : Nil

% of total turnover : Nil

(C) FOREIGN EXCHANGE EARNING & OUTGO Amount in ̀

S. No. Particulars March 2014(`) March 2013(`)

I Earnings in foreign currency


Sale of goods 246,253 45,927,302


Total 82,829,003 558,632,893

II Expenditure in Foreign Currency

Rig Rental Charges 392,522,555 897,378,471

Interest:

- Capital nature Nil 221,358,425

- Others 318,962,981 158,780,862

Legal & Professional Fees 4,232,422 1,377,688

Travelling Expenses 998,715 2,935,080

Business Promotion Expenses Nil 1,463,737

Contract Expenses 2,958,617 70,195,409

Freight and Other Expenses 17,667,178 Nil

Total 737,342,468 1,353,489,672



MANAGEMENT DISCUSSION & ANALYSIS

INDIAN ECONOMY 2013

The economic slowdown bottomed out last year. A spell of global financial turbulence caused capital outflows and pressure on the exchange rate, but strong policy measures stabilized the currency, rebuilt reserves, and narrowed the excessive current account deficit. Weaknesses remain, however, and include persistent inflation, fiscal imbalances, bottlenecks to investment, and inefficiencies that require structural reforms. Without a systemic resolution to these, growth is forecast to pick up modestly.

The government’s initial estimates of the growth in gross domestic product (GDP) were at 4.9% in Fiscal Year 2013 (ended 31 March 2014). The marginal pickup in GDP growth marks underlying weakness in the economy as it was due to stronger agriculture. Excluding agriculture, GDP growth slipped from 5.0% in FY2012 to 4.9% in FY2013. The recovery of the monsoon in the season’s second half in 2012 and a good monsoon in 2013 helped agriculture to grow by 4.6% in FY2013, though growth moderated somewhat in the second half of the year. Food grain production is estimated to have increased by 2.4% in FY2013, reaching a record of 263.2 million tons.

After growing by 1.0% in FY2012, industry decelerated further to 0.7% in FY2013. While mining has been in the red for nearly 2 years because policy bottlenecks plaguing coal and natural gas have seen little resolution, the contraction in manufacturing output was a new low. Continuing contraction in the output of capital goods and consumer durables reflects very weak investment and consumer demand. Bottlenecks restricting fuel supplies have hampered electricity generation.

The industrial slowdown and weak recovery in advanced economies caused growth in services to drop below 7%.

ECONOMIC PROSPECTS 2014

Parliamentary elections in April brought a single-party majority to India’s lower house for the first time since 1984, which should provide an opportunity to initiate reforms that proved difficult for coalition governments. The new government outlined a 10-point plan to revive the Indian economy, prioritizing infrastructure and investment reform, prompt resolution of inter-ministerial issues, efficient policy execution, and government policy stability.

As per the GOI survey, Indian economy is likely to grow in the range of 5.4 to 5.9 per cent in 2014-15 overcoming the below 5 per cent GDP growth of past two years, even as poor monsoon and disturbed external environment remain a cause for concern

The growth slowdown in the last two years was broad based, affecting in particular the industry sector. Inflation too declined during this period, but continued to be above the comfort zone, owing primarily to the elevated level of food inflation.

The Survey expects that moderation in inflation will ease the monetary policy stance and revive the confidence of investors.

With the global economy expected to recover moderately, particularly on account of performance in some advanced economies, the economy can look forward to better growth prospects in 2014-15 and beyond.

As regards the downside risks, the Survey lists factors like poor monsoon, the external environment and the poor investment climate. They can have a bearing on the growth recovery.The survey further said the measures taken by the government to improve investment climate and improve governance could push up growth to 7-8 per cent in the coming years.

The priority of the new government, the Survey said, should be to revive business sentiments that could be at the heart of restarting the investment cycle. Regaining growth momentum requires restoration of domestic macroeconomic balance and enhancing efficiency.


Though some measures have been initiated to this end, reversion to a growth rate of around 7-8 per cent can only occur beyond the ongoing and the next fiscal. Apart from fiscal consolidation, maintaining a stable external balance and further control of inflation, priorities for growth revival should also include streamlining of implementation procedures to restart the investment cycle and simplification of tax policy.

The investment boom in India till 2007-08 was largely due to significant increase in investment by the private corporate sector. The steep reduction in the rate of private corporate investment, leading to slowdown in overall investment rate in the economy, in recent years, point towards the need for revival of business sentiments, it added.

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world’s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalisation advisory and market expansion firm.

Industry Scenario

The Indian oil and gas industry is expected to be worth US$ 139,814.7 million by 2015. India’s economic growth is closely connected to energy demand. The need for oil and gas is therefore projected to grow further, providing vast opportunities for investment.

To meet this demand, the Government of India has adopted various policies, such as allowing 100 per cent foreign direct investment (FDI) in many segments of the sector, such as natural gas, petroleum products, pipelines, and refineries. This move along with various others has made the oil and gas sector in India a more viable place to invest. Today, India’s oil and gas sector attracts both domestic and foreign investment, as seen by the presence of Reliance Industries Ltd (RIL) and Cairn India in the country.

Indian scenario

India is the world’s fourth-largest energy consumer in the world; oil and gas account for 37.3 per cent of total energy consumption. Buoyant economic growth is the main factor driving the country’s energy requirements.

India has 5.6 billion barrels of proven oil reserves, with an average oil production of 0.8 million barrels per day (MPBD). Oil consumption is estimated to expand at a compounded annual growth rate (CAGR) of 3.4 per cent during FY2008-16 to 4 MPBD by 2016. India has 1,330 billion cubic meters (BCM) of gas reserves and produced 47.6 BCM of gas in 2012.

The Government of India has enacted various policies, such as the New Exploration Licensing Policy (NELP) and Coal Bed Methane (CBM) policy, to encourage investments across the industry’s value chain. 100 per cent foreign direct investment (FDI) is allowed in the exploration and production (E&P) projects/ companies; and 49 per cent is allowed in refining.

Liquefied natural gas (LNG) imports have increased significantly; offering huge opportunities for LNG terminal operation, engineering, procurement and construction services.

Market Size

During FY 2013–14, the total consumption of petroleum products in India was 158.2 million tonnes (MT). The consumption stood at 14.2 MT in March 2014, according to data released by the Petroleum Planning and Analysis Cell, Ministry of Petroleum and Natural Gas.



MANAGEMENT DISCUSSION & ANALYSIS

INDIAN ECONOMY 2013

The economic slowdown bottomed out last year. A spell of global financial turbulence caused capital outflows and pressure on the exchange rate, but strong policy measures stabilized the currency, rebuilt reserves, and narrowed the excessive current account deficit. Weaknesses remain, however, and include persistent inflation, fiscal imbalances, bottlenecks to investment, and inefficiencies that require structural reforms. Without a systemic resolution to these, growth is forecast to pick up modestly.

The government’s initial estimates of the growth in gross domestic product (GDP) were at 4.9% in Fiscal Year 2013 (ended 31 March 2014). The marginal pickup in GDP growth marks underlying weakness in the economy as it was due to stronger agriculture. Excluding agriculture, GDP growth slipped from 5.0% in FY2012 to 4.9% in FY2013. The recovery of the monsoon in the season’s second half in 2012 and a good monsoon in 2013 helped agriculture to grow by 4.6% in FY2013, though growth moderated somewhat in the second half of the year. Food grain production is estimated to have increased by 2.4% in FY2013, reaching a record of 263.2 million tons.

After growing by 1.0% in FY2012, industry decelerated further to 0.7% in FY2013. While mining has been in the red for nearly 2 years because policy bottlenecks plaguing coal and natural gas have seen little resolution, the contraction in manufacturing output was a new low. Continuing contraction in the output of capital goods and consumer durables reflects very weak investment and consumer demand. Bottlenecks restricting fuel supplies have hampered electricity generation.

The industrial slowdown and weak recovery in advanced economies caused growth in services to drop below 7%.

ECONOMIC PROSPECTS 2014

Parliamentary elections in April brought a single-party majority to India’s lower house for the first time since 1984, which should provide an opportunity to initiate reforms that proved difficult for coalition governments. The new government outlined a 10-point plan to revive the Indian economy, prioritizing infrastructure and investment reform, prompt resolution of inter-ministerial issues, efficient policy execution, and government policy stability.

As per the GOI survey, Indian economy is likely to grow in the range of 5.4 to 5.9 per cent in 2014-15 overcoming the below 5 per cent GDP growth of past two years, even as poor monsoon and disturbed external environment remain a cause for concern

The growth slowdown in the last two years was broad based, affecting in particular the industry sector. Inflation too declined during this period, but continued to be above the comfort zone, owing primarily to the elevated level of food inflation.

The Survey expects that moderation in inflation will ease the monetary policy stance and revive the confidence of investors.

With the global economy expected to recover moderately, particularly on account of performance in some advanced economies, the economy can look forward to better growth prospects in 2014-15 and beyond.

As regards the downside risks, the Survey lists factors like poor monsoon, the external environment and the poor investment climate. They can have a bearing on the growth recovery.The survey further said the measures taken by the government to improve investment climate and improve governance could push up growth to 7-8 per cent in the coming years.

The priority of the new government, the Survey said, should be to revive business sentiments that could be at the heart of restarting the investment cycle. Regaining growth momentum requires restoration of domestic macroeconomic balance and enhancing efficiency.


Though some measures have been initiated to this end, reversion to a growth rate of around 7-8 per cent can only occur beyond the ongoing and the next fiscal. Apart from fiscal consolidation, maintaining a stable external balance and further control of inflation, priorities for growth revival should also include streamlining of implementation procedures to restart the investment cycle and simplification of tax policy.

The investment boom in India till 2007-08 was largely due to significant increase in investment by the private corporate sector. The steep reduction in the rate of private corporate investment, leading to slowdown in overall investment rate in the economy, in recent years, point towards the need for revival of business sentiments, it added.

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world’s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalisation advisory and market expansion firm.

Industry Scenario

The Indian oil and gas industry is expected to be worth US$ 139,814.7 million by 2015. India’s economic growth is closely connected to energy demand. The need for oil and gas is therefore projected to grow further, providing vast opportunities for investment.

To meet this demand, the Government of India has adopted various policies, such as allowing 100 per cent foreign direct investment (FDI) in many segments of the sector, such as natural gas, petroleum products, pipelines, and refineries. This move along with various others has made the oil and gas sector in India a more viable place to invest. Today, India’s oil and gas sector attracts both domestic and foreign investment, as seen by the presence of Reliance Industries Ltd (RIL) and Cairn India in the country.

Indian scenario

India is the world’s fourth-largest energy consumer in the world; oil and gas account for 37.3 per cent of total energy consumption. Buoyant economic growth is the main factor driving the country’s energy requirements.

India has 5.6 billion barrels of proven oil reserves, with an average oil production of 0.8 million barrels per day (MPBD). Oil consumption is estimated to expand at a compounded annual growth rate (CAGR) of 3.4 per cent during FY2008-16 to 4 MPBD by 2016. India has 1,330 billion cubic meters (BCM) of gas reserves and produced 47.6 BCM of gas in 2012.

The Government of India has enacted various policies, such as the New Exploration Licensing Policy (NELP) and Coal Bed Methane (CBM) policy, to encourage investments across the industry’s value chain. 100 per cent foreign direct investment (FDI) is allowed in the exploration and production (E&P) projects/ companies; and 49 per cent is allowed in refining.

Liquefied natural gas (LNG) imports have increased significantly; offering huge opportunities for LNG terminal operation, engineering, procurement and construction services.

Market Size

During FY 2013–14, the total consumption of petroleum products in India was 158.2 million tonnes (MT). The consumption stood at 14.2 MT in March 2014, according to data released by the Petroleum Planning and Analysis Cell, Ministry of Petroleum and Natural Gas.



The share of fuels in the country’s exports surged from 5.59 per cent in 2003–04 to 20.05 per cent during 2013–14. Total exports of fuel products stood at US$ 62.69 billion in value terms during FY 2013–14.

The country had total reserves of 1354.76 billion cubic metres (BCM) of natural gas and 758.27 million metric tonnes (MMT) of crude oil at the end of FY 2012–13.

Road Ahead

The use of shale gas can be the first step in the road to ‘economic freedom’.The country could do something similar to the US, which became a net exporter of energy from a net importer of energy, on the back of shale gas and oil. By 2015–16, India’s demand for gas is expected to touch 124 MTPA, as per projections of India’s Petroleum and Natural Gas Ministry.

Socio economic Environment

The economy of India is the tenth-largest in the world by nominal GDP and the third-largest by purchasing power parity (PPP). The country is one of the G-20 major economies, a member of BRICS and a developing economy that is among the top 20 global traders according to the WTO. India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer. India’s economic growth slowed to 4.7% for the 2013–14 fiscal year, in contrast to higher economic growth rates in 2000s. IMF projects India’s GDP to grow at 5.4% over 2014-15. Agriculture sector is the largest employer in India’s economy but contributes a declining share of its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector - which includes construction, telecom, software and information technologies, infrastructure,

tourism, education, health care, travel, trade, banking and other components of its economy.

Outlook and Opportunities

Finance Minister (FM) Arun Jaitley during the Union Budget for 2014-15 speech in Lok Sabha , spoke about the Government’s intention to accelerate production and exploitation of Coal Bed Methane reserves.

“The possibility of using modern technology to revive old or closed wells will also be explored to maximize production from such fields. The usage of PNG will be rapidly scaled up in a Mission mode as it is clean and efficient to deliver. We have at present about 15,000 km of gas pipeline systems in the country. In order to complete the gas grid across the country, an additional 15,000 km of pipelines are required. It is proposed to develop these pipelines using appropriate PPP models. This will help increase the usage of gas, domestic as well as imported, which, in the long-term will be beneficial in reducing dependence on any one energy sources” added the FM.

The budget has laid focus on Natural gas and related infrastructure. However, apart from talking about production enhancement from marginal/declining fields using modern technology, no direction has been provided for indigenous exploration activities. Reduced reliance on imports and vulnerability due to external conditions can only be achieved by domestic exploration activities. Overall impact negative on the already stressed oil & gas sector.

THREATS

Some key factors affecting the Indian oil and gas industry are the following:

(a) Dominated by state controlled enterprises: The sector is primarily dominated by state controlled enterprises, with only a few foreign players. The primary reason for this could be the country’s regulatory framework, where ventures involving foreign players take longer to get the required approvals. Further, the participation of foreign players has been limited during the nine rounds of bidding for exploration rights through the NELP, while the participation of state owned players has been high.


(b) Subsidies on Oil and Gas products: Eliminating subsidies on oil and gas products is proving to be a major challenge for the government, due to political pressure. These subsidies have led to large scale under recoveries in the Indian oil and gas sector.

(c ) Environmental issues: Offshore mining of oil and gas and deep water exploration poses significant threats to the environment in terms of potential threats of water contamination. Further particulate emissions of refineries and production plants could have an adverse impact on the environment as well.

(d) Requirement of advanced technology for upstream segment: The industry faces a shortage of skilled labour for the mining of unconventional assets such as Shale Gas and Coal Bed Methane (CBM), which offer a huge potential in terms of ensuring sustainability.

The Government has proactively aimed to curb some of these challenges including subsidies on oil and gas, and technology requirements in the upstream segments through actionable reforms such as the Kirith Parikh Committee’s recommendations, and by encouraging a higher level of private sector participation.

Conclusion

The oil and gas sector is fairly well developed in India, and is poised to contribute a large share to India’s energy basket over the next 15–20 years. A conservative estimate of 7 per cent growth in the Indian economy is expected to approximately double India’s per capita energy consumption over the next 20 years. Since energy demand and economic growth are almost interlinked, the Indian oil and gas sector, which provides the country with a significant portion of its energy requirements, has been identified as a key metric that will drive future GDP growth.

To cope up with the increasing demand, the government has allowed 100 per cent FD in the oil and gas sector, enabling some large partnerships such as the US$ 7.2 billion deal between BP and Reliance Industries. In order to further aid the development of the sector, the government introduces legislations such as the NELP to enable companies to bid for exploration rights, and encourage private sector participation. The participation of the private sector is expected to bring in monetary resources and technological capabilities, especially in the field of deep sea exploration while simultaneously reducing the dominance of PSUs in the country’s competitive landscape.

Cautionary statement

Statement in this management discussion and analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. Forward looking statements are identified in this report, by using the words ‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions in such statements. Although we believe our expectations are based on reasonable assumptions, these forward looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied. Some of these risks and uncertainties have been discussed in the section on risks and concerns.



The share of fuels in the country’s exports surged from 5.59 per cent in 2003–04 to 20.05 per cent during 2013–14. Total exports of fuel products stood at US$ 62.69 billion in value terms during FY 2013–14.

The country had total reserves of 1354.76 billion cubic metres (BCM) of natural gas and 758.27 million metric tonnes (MMT) of crude oil at the end of FY 2012–13.

Road Ahead

The use of shale gas can be the first step in the road to ‘economic freedom’.The country could do something similar to the US, which became a net exporter of energy from a net importer of energy, on the back of shale gas and oil. By 2015–16, India’s demand for gas is expected to touch 124 MTPA, as per projections of India’s Petroleum and Natural Gas Ministry.

Socio economic Environment

The economy of India is the tenth-largest in the world by nominal GDP and the third-largest by purchasing power parity (PPP). The country is one of the G-20 major economies, a member of BRICS and a developing economy that is among the top 20 global traders according to the WTO. India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer. India’s economic growth slowed to 4.7% for the 2013–14 fiscal year, in contrast to higher economic growth rates in 2000s. IMF projects India’s GDP to grow at 5.4% over 2014-15. Agriculture sector is the largest employer in India’s economy but contributes a declining share of its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector - which includes construction, telecom, software and information technologies, infrastructure,

tourism, education, health care, travel, trade, banking and other components of its economy.

Outlook and Opportunities

Finance Minister (FM) Arun Jaitley during the Union Budget for 2014-15 speech in Lok Sabha , spoke about the Government’s intention to accelerate production and exploitation of Coal Bed Methane reserves.

“The possibility of using modern technology to revive old or closed wells will also be explored to maximize production from such fields. The usage of PNG will be rapidly scaled up in a Mission mode as it is clean and efficient to deliver. We have at present about 15,000 km of gas pipeline systems in the country. In order to complete the gas grid across the country, an additional 15,000 km of pipelines are required. It is proposed to develop these pipelines using appropriate PPP models. This will help increase the usage of gas, domestic as well as imported, which, in the long-term will be beneficial in reducing dependence on any one energy sources” added the FM.

The budget has laid focus on Natural gas and related infrastructure. However, apart from talking about production enhancement from marginal/declining fields using modern technology, no direction has been provided for indigenous exploration activities. Reduced reliance on imports and vulnerability due to external conditions can only be achieved by domestic exploration activities. Overall impact negative on the already stressed oil & gas sector.

THREATS

Some key factors affecting the Indian oil and gas industry are the following:

(a) Dominated by state controlled enterprises: The sector is primarily dominated by state controlled enterprises, with only a few foreign players. The primary reason for this could be the country’s regulatory framework, where ventures involving foreign players take longer to get the required approvals. Further, the participation of foreign players has been limited during the nine rounds of bidding for exploration rights through the NELP, while the participation of state owned players has been high.


(b) Subsidies on Oil and Gas products: Eliminating subsidies on oil and gas products is proving to be a major challenge for the government, due to political pressure. These subsidies have led to large scale under recoveries in the Indian oil and gas sector.

(c ) Environmental issues: Offshore mining of oil and gas and deep water exploration poses significant threats to the environment in terms of potential threats of water contamination. Further particulate emissions of refineries and production plants could have an adverse impact on the environment as well.

(d) Requirement of advanced technology for upstream segment: The industry faces a shortage of skilled labour for the mining of unconventional assets such as Shale Gas and Coal Bed Methane (CBM), which offer a huge potential in terms of ensuring sustainability.

The Government has proactively aimed to curb some of these challenges including subsidies on oil and gas, and technology requirements in the upstream segments through actionable reforms such as the Kirith Parikh Committee’s recommendations, and by encouraging a higher level of private sector participation.

Conclusion

The oil and gas sector is fairly well developed in India, and is poised to contribute a large share to India’s energy basket over the next 15–20 years. A conservative estimate of 7 per cent growth in the Indian economy is expected to approximately double India’s per capita energy consumption over the next 20 years. Since energy demand and economic growth are almost interlinked, the Indian oil and gas sector, which provides the country with a significant portion of its energy requirements, has been identified as a key metric that will drive future GDP growth.

To cope up with the increasing demand, the government has allowed 100 per cent FD in the oil and gas sector, enabling some large partnerships such as the US$ 7.2 billion deal between BP and Reliance Industries. In order to further aid the development of the sector, the government introduces legislations such as the NELP to enable companies to bid for exploration rights, and encourage private sector participation. The participation of the private sector is expected to bring in monetary resources and technological capabilities, especially in the field of deep sea exploration while simultaneously reducing the dominance of PSUs in the country’s competitive landscape.

Cautionary statement

Statement in this management discussion and analysis describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. Forward looking statements are identified in this report, by using the words ‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions in such statements. Although we believe our expectations are based on reasonable assumptions, these forward looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied. Some of these risks and uncertainties have been discussed in the section on risks and concerns.

REPORT ON CORPORATE GOVERNANCECompany’s Philosophy on Corporate Governance: In accordance with Clause 49 of the Listing Agreement with BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) and some of the best practices followed on corporate governance, the report containing the details of corporate governance systems and processes at Shiv-Vani is as under : -

Corporate Governance encompasses a set of systems and practices to ensure that the company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions, in the widest sense. The objective is to meet stakeholders’ aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organization. Corporate Governance must reflect various qualities such as trusteeship, transparency, empowerment & accountability, control and ethical corporate citizenship. We are committed to meet the aspirations of our stakeholders.

1. BOARD OF DIRECTORS (BOARD)

(A) Composition and Category of Directors

The Company’s policy is to maintain optimum combination of Executive and Non Executive Directors. The composition of the Board which comprises seven Directors is given in the table below and in conformity with clause 49 of the Listing Agreement with the Stock Exchanges. The Board have one Nominee Director representing IFCI Ltd.

Category Name of Directors

Promoter & Executive Directors Prem Singhee, Chairman & Managing Director

Padam Singhee, Joint Managing Director

Independent & Non-Executive Directors Dwarka Das Daga

Rajnish GuptathGhanshyam Das Binani (w.e.f. 13 February, 2014)

Sachikanta Mishra, Nominee, IFCI Ltd.thKailash Chandra Gupta (w.e.f. 14 August, 2014)

No Director of the Company is, inter se, related to any other Director on the Board, except Shri Prem Singhee and Shri Padam Singhee, who are related to each other as brothers.

The composition of Board of directors of the company, detail of other directorships and committee positions as on 31st March 2014 are given herein below:

Name of theDirector Directorships positions held in

held in other other CompaniesCompanies

Chairmanship Membership

Mr. Prem Singhee Chairman & Managing Director 3 - -Executive and Promoter Director

Mr. Padam Singhee Joint Managing Director Executive 4 - -and Promoter Director

Mr. Dwarka Das Daga Independent & Non-Executive Director - - -

Captain Hiteshi Chander Independent & Non- Executive Director - - -thMalik (upto 17 July, 2014)

Mr. Rajnish Gupta Independent & Non-Executive Director 4 - -

Mr. Sachikanta Mishra Nominee Director – IFCI Ltd. - - -

Mr. Ghanshyam Das Binani Independent & Non-ExecutiveDirector 2 - -th(w.e.f. 13 February, 2014)

Mr. Kailash Chandra Gupta Independent & Non-ExecutiveDirector 1 - -th(w.e.f. 14 August, 2014)

Mr. Om Prakash Garg Independent & Non-Executive Director 8 - -(upto 13th February, 2014)

Mr. Prateep Kumar Lahiri Independent & Non-Executive 2 - -(upto 30th September, 2013)

Category of Directorship Number of Number of Committee


Annual Report - 2013-1412 Annual Report - 2013-14 13

Notes :

1 This includes directorship in public limited companies and subsidiaries of public limited companies and excludes directorships in private limited company. This also excludes overseas companies, companies under Section 25 of the Companies Act, 1956 and alternate Directorships.

2 This relates to Committees referred to in Clause 49 of the Listing Agreement, viz. Audit Committees and Investors Grievance Committee. This excludes Remuneration Committee which is not considered for the purpose of computing maximum limits under Clause 49.

Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/ profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Board of Directors as Independent Directors on the Board. The Board, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships held by such persons.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, give a declaration that he meets the criteria of independence as provided under the law.

Role of Non-Executive / Independent Directors

Non-Executive / Independent Directors play a key role in the decision-making process of the Board and in shaping various strategic initiatives of the company. These Directors are committed to act in what they believe to be in the best interest of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, science and innovation, public policy, finance, financial services and other allied fields. This wide knowledge of their respective fields of expertise and best-in-class boardroom practices helps foster varied, unbiased, independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.

Your Company has several subsidiaries, both in India and overseas. In order to leverage the experience of Non-Executive / Independent Directors of the Company for the benefit of and for improved Corporate Governance and better reporting to the Board, Some of the Non-Executive / Independent Directors also serve on the Boards of subsidiary companies.

Lead Independent Director

The Company’s Board of Directors has designated Shri Rajnish Gupta, as the Lead Independent Director, His role is as follows: -

- To preside over all meetings of Independent Directors;

- To ensure there is an adequate and timely flow of information to Independent Directors;

- To liaise between the Chairman & Managing Director, the Management and the Independent Directors;

- To perform such other duties as may be delegated to the Lead Independent Director by the Board/Independent Directors.

Meetings of Independent Directors

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or managerial personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ view to the Chairman & Managing Director.

Board Meetings, Board Committee Meetings and Procedures

During the review, seven Board Meetings were conducted. Apart from these, in the case of business exigencies or matters of urgency, resolutions are passed by circulation.

REPORT ON CORPORATE GOVERNANCECompany’s Philosophy on Corporate Governance: In accordance with Clause 49 of the Listing Agreement with BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) and some of the best practices followed on corporate governance, the report containing the details of corporate governance systems and processes at Shiv-Vani is as under : -

Corporate Governance encompasses a set of systems and practices to ensure that the company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions, in the widest sense. The objective is to meet stakeholders’ aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organization. Corporate Governance must reflect various qualities such as trusteeship, transparency, empowerment & accountability, control and ethical corporate citizenship. We are committed to meet the aspirations of our stakeholders.

1. BOARD OF DIRECTORS (BOARD)

(A) Composition and Category of Directors

The Company’s policy is to maintain optimum combination of Executive and Non Executive Directors. The composition of the Board which comprises seven Directors is given in the table below and in conformity with clause 49 of the Listing Agreement with the Stock Exchanges. The Board have one Nominee Director representing IFCI Ltd.

Category Name of Directors

Promoter & Executive Directors Prem Singhee, Chairman & Managing Director

Padam Singhee, Joint Managing Director

Independent & Non-Executive Directors Dwarka Das Daga

Rajnish GuptathGhanshyam Das Binani (w.e.f. 13 February, 2014)

Sachikanta Mishra, Nominee, IFCI Ltd.thKailash Chandra Gupta (w.e.f. 14 August, 2014)

No Director of the Company is, inter se, related to any other Director on the Board, except Shri Prem Singhee and Shri Padam Singhee, who are related to each other as brothers.

The composition of Board of directors of the company, detail of other directorships and committee positions as on 31st March 2014 are given herein below:

Name of theDirector Directorships positions held in

held in other other CompaniesCompanies

Chairmanship Membership

Mr. Prem Singhee Chairman & Managing Director 3 - -Executive and Promoter Director

Mr. Padam Singhee Joint Managing Director Executive 4 - -and Promoter Director

Mr. Dwarka Das Daga Independent & Non-Executive Director - - -

Captain Hiteshi Chander Independent & Non- Executive Director - - -thMalik (upto 17 July, 2014)

Mr. Rajnish Gupta Independent & Non-Executive Director 4 - -

Mr. Sachikanta Mishra Nominee Director – IFCI Ltd. - - -

Mr. Ghanshyam Das Binani Independent & Non-ExecutiveDirector 2 - -th(w.e.f. 13 February, 2014)

Mr. Kailash Chandra Gupta Independent & Non-ExecutiveDirector 1 - -th(w.e.f. 14 August, 2014)

Mr. Om Prakash Garg Independent & Non-Executive Director 8 - -(upto 13th February, 2014)

Mr. Prateep Kumar Lahiri Independent & Non-Executive 2 - -(upto 30th September, 2013)

Category of Directorship Number of Number of Committee



Notes :

1 This includes directorship in public limited companies and subsidiaries of public limited companies and excludes directorships in private limited company. This also excludes overseas companies, companies under Section 25 of the Companies Act, 1956 and alternate Directorships.

2 This relates to Committees referred to in Clause 49 of the Listing Agreement, viz. Audit Committees and Investors Grievance Committee. This excludes Remuneration Committee which is not considered for the purpose of computing maximum limits under Clause 49.

Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/ profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Board of Directors as Independent Directors on the Board. The Board, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships held by such persons.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, give a declaration that he meets the criteria of independence as provided under the law.

Role of Non-Executive / Independent Directors

Non-Executive / Independent Directors play a key role in the decision-making process of the Board and in shaping various strategic initiatives of the company. These Directors are committed to act in what they believe to be in the best interest of the Company and its stakeholders. These Directors are professionals, with expertise and experience in general corporate management, science and innovation, public policy, finance, financial services and other allied fields. This wide knowledge of their respective fields of expertise and best-in-class boardroom practices helps foster varied, unbiased, independent and experienced perspective. The Company benefits immensely from their inputs in achieving its strategic direction.

Your Company has several subsidiaries, both in India and overseas. In order to leverage the experience of Non-Executive / Independent Directors of the Company for the benefit of and for improved Corporate Governance and better reporting to the Board, Some of the Non-Executive / Independent Directors also serve on the Boards of subsidiary companies.

Lead Independent Director

The Company’s Board of Directors has designated Shri Rajnish Gupta, as the Lead Independent Director, His role is as follows: -

- To preside over all meetings of Independent Directors;

- To ensure there is an adequate and timely flow of information to Independent Directors;

- To liaise between the Chairman & Managing Director, the Management and the Independent Directors;

- To perform such other duties as may be delegated to the Lead Independent Director by the Board/Independent Directors.

Meetings of Independent Directors

The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or managerial personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ view to the Chairman & Managing Director.

Board Meetings, Board Committee Meetings and Procedures

During the review, seven Board Meetings were conducted. Apart from these, in the case of business exigencies or matters of urgency, resolutions are passed by circulation.

Details presentations are made to the Board covering operations, business performance, finance, sales, marketing, global & domestic business environment and related details. All necessary information including but not limited to those mentioned in Annexure I A to Clause 49, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussions at the Board Meetings and the functioning is democratic. Members of the senior management team are invited to attend the Board Meetings as and when required, which provides additional inputs to the items discussed by the Board.

Meetings held

Seven Board Meetings were held during the year as against minimum statutory requirement of four meetings. The Company has held at least one Board Meeting in every quarter and the maximum time gap between any two meetings was not more than four months, thereby complying with applicable statutory requirements. The meetings were held on following dates: -

S No. Date Board strength No of Directors presentth1 30 May, 2013 8 6

th2 4 June, 2013 8 7th3 25 June, 2013 8 5th3 14 August, 2013 8 4th5 16 November, 2013 7 5th6 13 February, 2014 7 6th7 18 March, 2014 7 3

thB. Details of Directors attendance at Board Meetings and at the last Annual General Meeting held on 30 September, 2013 are given in the following table : -

Directors’ attendance at Board Meetings and Annual General Meeting during the year ended 31st March 2013.

Name of the Director No. of Board Meetings Whether attended the AGMthattended held on 30 September 2013

Held Attended

Mr. Prem Singhee 07 06 -

Mr. Prateep Kumar Lahiri 07 03 -th(upto 30 September, 2013).

Mr. Dwarka Das Daga 07 05 Yes

Mr. Om Prakash Garg 07 02 Yes

Captain Hiteshi Chander Malik 07 00 Yesth(upto 17 July, 2014)

Mr. Rajnish Gupta 07 06 Yes

Mr. Padam Singhee 07 06 Yes

Mr. Sachikanta Mishra 07 06 No

C. Shareholding of Executive Directors

The Individual shareholding of Executive Directors as on March 31, 2014 is given below : -

Name No of shares held

Mr. Prem Singhee 947220

Mr. Padam Singhee 797448

Non executive Directors are not holding any share in the Company.



D. Details of the Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting : -

Directors to Retire by Rotation

a) It is proposed to change the residual terms of office of Mr. Prem Singhee and Mr. Padam Singhee from non-retiring directors to directors liable to retire by rotation.

b) Mr. Prem Singhee is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

Independent Directors

Following Director were duly appointed under the Companies Act 1956 as Directors liable to retire by rotation. In compliance with the requirements of section 149 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors under Section 149 of the Act read with the amended Clause 49 of the Listing Agreement, to hold office for five consecutive years from the date of the ensuing Annual General Meeting.

1. Mr. Dwarka Das Daga

2. Mr. Rajnish Gupta

3. Mr. Ghanshyam Das Binani

4. Mr. Kailash Chandra Gupta

E. Profile of Directors:

1. Mr. Prem Singhee (56 years) is the Chairman and Managing Director of the Company since its inception. He holds a Bachelor degree in commerce from Osmania University and has more than 28 years of experience in the oil and gas industry. He is brother of Mr. Padam Singhee. He is also son-in-law of Mr. Dwarka Das Daga. He holds 9,47,220 equity shares of Rs 10/- each of the Company. He is interested in the following companies:-

S No. Name of the Company Nature of Interest

1 Tiger Systems (India) Pvt. Ltd. Director

2 TNG Shiv Geo Services Ltd. Director

3 Shiv-Vani Infra Ltd. Director

2. Mr. Padam Singhee (50 years) is a Joint Managing Director of the Company. He has been working with the Company since 1990. He holds a Bachelor degree in commerce from Osmania University and has more than 29 years of experience in the oil and gas industry. He is brother of Mr. Prem Singhee. He holds 7,97,448 equity shares of Rs 10/- each of the Company. He is interested in the following companies: -




3 Shiv-Vani Oil Services Ltd. Director


5 Max-Tech Oil & Gas Services Pvt. Ltd. Director

6 Godawari Green Energy Ltd. Director

3. Mr. Dwarka Das Daga (72 years) is a graduate in Commerce from Calcutta University with a degree in Law. He does not hold any equity share in the Company and he is father-in-law of Mr. Prem Singhee. He has vast experience of cargo and shipping business. He is interested in the following companies: -


1 Daga Shipping Agents Pvt Ltd. Director

2 Quantum Vinmay Pvt. Ltd. Director

Details presentations are made to the Board covering operations, business performance, finance, sales, marketing, global & domestic business environment and related details. All necessary information including but not limited to those mentioned in Annexure I A to Clause 49, are placed before the Board of Directors. The Members of the Board are at liberty to bring up any matter for discussions at the Board Meetings and the functioning is democratic. Members of the senior management team are invited to attend the Board Meetings as and when required, which provides additional inputs to the items discussed by the Board.

Meetings held

Seven Board Meetings were held during the year as against minimum statutory requirement of four meetings. The Company has held at least one Board Meeting in every quarter and the maximum time gap between any two meetings was not more than four months, thereby complying with applicable statutory requirements. The meetings were held on following dates: -

S No. Date Board strength No of Directors presentth1 30 May, 2013 8 6

th2 4 June, 2013 8 7th3 25 June, 2013 8 5th3 14 August, 2013 8 4th5 16 November, 2013 7 5th6 13 February, 2014 7 6th7 18 March, 2014 7 3

thB. Details of Directors attendance at Board Meetings and at the last Annual General Meeting held on 30 September, 2013 are given in the following table : -

Directors’ attendance at Board Meetings and Annual General Meeting during the year ended 31st March 2013.

Name of the Director No. of Board Meetings Whether attended the AGMthattended held on 30 September 2013

Held Attended

Mr. Prem Singhee 07 06 -

Mr. Prateep Kumar Lahiri 07 03 -th(upto 30 September, 2013).

Mr. Dwarka Das Daga 07 05 Yes

Mr. Om Prakash Garg 07 02 Yes

Captain Hiteshi Chander Malik 07 00 Yesth(upto 17 July, 2014)

Mr. Rajnish Gupta 07 06 Yes

Mr. Padam Singhee 07 06 Yes

Mr. Sachikanta Mishra 07 06 No

C. Shareholding of Executive Directors

The Individual shareholding of Executive Directors as on March 31, 2014 is given below : -

Name No of shares held

Mr. Prem Singhee 947220

Mr. Padam Singhee 797448

Non executive Directors are not holding any share in the Company.



D. Details of the Directors seeking appointment/ re-appointment at the forthcoming Annual General Meeting : -

Directors to Retire by Rotation

a) It is proposed to change the residual terms of office of Mr. Prem Singhee and Mr. Padam Singhee from non-retiring directors to directors liable to retire by rotation.

b) Mr. Prem Singhee is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

Independent Directors

Following Director were duly appointed under the Companies Act 1956 as Directors liable to retire by rotation. In compliance with the requirements of section 149 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors under Section 149 of the Act read with the amended Clause 49 of the Listing Agreement, to hold office for five consecutive years from the date of the ensuing Annual General Meeting.

1. Mr. Dwarka Das Daga

2. Mr. Rajnish Gupta

3. Mr. Ghanshyam Das Binani

4. Mr. Kailash Chandra Gupta

E. Profile of Directors:

1. Mr. Prem Singhee (56 years) is the Chairman and Managing Director of the Company since its inception. He holds a Bachelor degree in commerce from Osmania University and has more than 28 years of experience in the oil and gas industry. He is brother of Mr. Padam Singhee. He is also son-in-law of Mr. Dwarka Das Daga. He holds 9,47,220 equity shares of Rs 10/- each of the Company. He is interested in the following companies:-





2. Mr. Padam Singhee (50 years) is a Joint Managing Director of the Company. He has been working with the Company since 1990. He holds a Bachelor degree in commerce from Osmania University and has more than 29 years of experience in the oil and gas industry. He is brother of Mr. Prem Singhee. He holds 7,97,448 equity shares of Rs 10/- each of the Company. He is interested in the following companies: -






5 Max-Tech Oil & Gas Services Pvt. Ltd. Director


3. Mr. Dwarka Das Daga (72 years) is a graduate in Commerce from Calcutta University with a degree in Law. He does not hold any equity share in the Company and he is father-in-law of Mr. Prem Singhee. He has vast experience of cargo and shipping business. He is interested in the following companies: -


1 Daga Shipping Agents Pvt Ltd. Director

2 Quantum Vinmay Pvt. Ltd. Director

4. Mr. Rajnish Gupta (66 years) holds a B Sc degree from Allahabad University and completed his Engineering in Electrical (Hons) from Punjab Engineering College in 1969. He was selected from All India Engineering Services Examination 1970 and joined the Indian Telecom Services (ITS) in January 1972 in the Department of Telecommunications of the Government of India. He has rich experience of 36 years, worked as Chairman & Managing Director of Mineral Exploration Corporation Ltd. under the Ministry of Mines and worked as Managing Director of Bharat Gold Mines Ltd. He is interested in the following companies: -



2 Shiv-Vani Energy Ltd. Director



5. Mr. Ghanshyam Das Binani (53 years) is a B Com (Hons.) from St. Xavier College, Calcutta University and Chartered Accountant since 1984. His skills are – Entrepreneurship, business strategy, commercial, managerial abilities with very good understanding of financial and legal aspects. He has strong inclination to visualize and adept technology. He is interested in the following companies: -


1 Dialnet Communication Ltd. Director

2 Equal Access Ltd. Director

3 Bhagyalaxmi Exports Pvt Ltd. Director

4 Binani Consultants Pvt. Ltd. Director

Keeping in view their expertise and knowledge, it will be in the interest of the Company that these Directors are appointed as independent Directors.

6. Mr. Kailash Chandra Gupta (68 years) is a post graduate in Commerce and Fellow Chartered Accountant with specialization in Project Financing Management and Funds management/ arrangement. He is member and Vice President of the Institute of Internal Auditors (USA), member of the Society of Indian Value Management (SIVAM) Bangalore, member of the Management Association, visiting Professor of the well known Institute of Management Technology, Ghaziabad.

He has vast exposure of working in following organizations: -

(a) PICUP Limited (The Pradeshiya Industrial & Investment Corporation Ltd.)

(b) Housing and Urban Development Corporation Ltd. (HUDCO), IHC, New Delhi.

(c) Oil & Natural Gas Corporation Ltd. (ONGC)

He is interested in the following companies: -


1 Hindustan Adhesives Ltd. Director

2 Avani Innotech Private Ltd. Director

7. Mr. Sachikanta Mishra was appointed as a nominee Director of the Company on 13th February, 2012. He is post graduate in Mathematical economic with about 12 years experience macro modeling, strategy, research, financial and management consulting etc. Currently working as Vice president in IFCI, Managing the Corporate Advisory group.

He is interested in the following companies:-


1 Hardicon Limited Nominee Director

2 Gati Infrastructure Private Limited. Nominee Director

3 Gati Infrastructure Bhasmey Power Private Limited Nominee Director



2. BOARD COMMITTEES

In addition to functional Committees, your Board has constituted the following Committees under the mandatory and non mandatory requirements of the Clause 49 of the Listing Agreement.

A. Audit Committee

(i) Composition of the Committee

The Audit Committee has four members, out of which three are Non-Executive Directors.

S No Name of Audit Committee Members Type of Director

1 Shri Rajnish Gupta Chairman of the Meeting Independent/Non Executive

2 Shri Ghanshyam Das Binani Independent/Non Executiveth(w.e.f. 13 February, 2014)

3 Shri Kailash Chandra Gupta Independent/Non Executiveth(w.e.f. 14 August, 2014)

4 Shri Padam Singhee Non Independent/ Executive

5 Shri Om Prakash Garg Independent/Non Executive th(upto 13 February, 2014).

6 Capt. Hiteshi Chander Malik Independent/Non Executiveth(Upto 17 July, 2014)

The Company Secretary acts as the Secretary to the Committee.

(ii) Meeting and AttendancestDetails of Audit Committee Meetings held during the financial year ended 31 March, 2014 are as under : -

S No Date Committee strength No of members presentth1 30 May, 2013 4 2th2 13 August, 2013 4 2th3 16 November, 2013 4 2th4 13 February, 2014 4 3

The Audit Committee meetings held during the year and attendance are as under: -

Name of the Member Designation Status No. of Meetings in Committee Held Attended

Mr. Om Prakash Garg Chairman Independent 4 0th(upto 13 February, 2014) Non- Executive Director

Captain Hiteshi Chander Malik Member Independent 4 0th(Upto 17 July, 2014) Non- Executive Director

Mr. Padam Singhee Member Executive and 4 4Promoter Director

Mr. Rajnish Gupta Member Independent 4 4Non- Executive Director

Mr. G D Binani Member Independent 4 1th(w.e.f. 13 February, 2014) Non- Executive Director

All the members of the Committee have sound knowledge of finance, accounts and business management. The Composition of this Committee is in compliance with the requirements of Section 292A of the Companies Act, 1956, Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

4. Mr. Rajnish Gupta (66 years) holds a B Sc degree from Allahabad University and completed his Engineering in Electrical (Hons) from Punjab Engineering College in 1969. He was selected from All India Engineering Services Examination 1970 and joined the Indian Telecom Services (ITS) in January 1972 in the Department of Telecommunications of the Government of India. He has rich experience of 36 years, worked as Chairman & Managing Director of Mineral Exploration Corporation Ltd. under the Ministry of Mines and worked as Managing Director of Bharat Gold Mines Ltd. He is interested in the following companies: -



2 Shiv-Vani Energy Ltd. Director



5. Mr. Ghanshyam Das Binani (53 years) is a B Com (Hons.) from St. Xavier College, Calcutta University and Chartered Accountant since 1984. His skills are – Entrepreneurship, business strategy, commercial, managerial abilities with very good understanding of financial and legal aspects. He has strong inclination to visualize and adept technology. He is interested in the following companies: -


1 Dialnet Communication Ltd. Director

2 Equal Access Ltd. Director

3 Bhagyalaxmi Exports Pvt Ltd. Director

4 Binani Consultants Pvt. Ltd. Director

Keeping in view their expertise and knowledge, it will be in the interest of the Company that these Directors are appointed as independent Directors.

6. Mr. Kailash Chandra Gupta (68 years) is a post graduate in Commerce and Fellow Chartered Accountant with specialization in Project Financing Management and Funds management/ arrangement. He is member and Vice President of the Institute of Internal Auditors (USA), member of the Society of Indian Value Management (SIVAM) Bangalore, member of the Management Association, visiting Professor of the well known Institute of Management Technology, Ghaziabad.

He has vast exposure of working in following organizations: -

(a) PICUP Limited (The Pradeshiya Industrial & Investment Corporation Ltd.)

(b) Housing and Urban Development Corporation Ltd. (HUDCO), IHC, New Delhi.

(c) Oil & Natural Gas Corporation Ltd. (ONGC)

He is interested in the following companies: -


1 Hindustan Adhesives Ltd. Director

2 Avani Innotech Private Ltd. Director

7. Mr. Sachikanta Mishra was appointed as a nominee Director of the Company on 13th February, 2012. He is post graduate in Mathematical economic with about 12 years experience macro modeling, strategy, research, financial and management consulting etc. Currently working as Vice president in IFCI, Managing the Corporate Advisory group.

He is interested in the following companies:-


1 Hardicon Limited Nominee Director

2 Gati Infrastructure Private Limited. Nominee Director

3 Gati Infrastructure Bhasmey Power Private Limited Nominee Director



2. BOARD COMMITTEES

In addition to functional Committees, your Board has constituted the following Committees under the mandatory and non mandatory requirements of the Clause 49 of the Listing Agreement.

A. Audit Committee


The Audit Committee has four members, out of which three are Non-Executive Directors.

S No Name of Audit Committee Members Type of Director

1 Shri Rajnish Gupta Chairman of the Meeting Independent/Non Executive

2 Shri Ghanshyam Das Binani Independent/Non Executiveth(w.e.f. 13 February, 2014)

3 Shri Kailash Chandra Gupta Independent/Non Executiveth(w.e.f. 14 August, 2014)

4 Shri Padam Singhee Non Independent/ Executive

5 Shri Om Prakash Garg Independent/Non Executive th(upto 13 February, 2014).

6 Capt. Hiteshi Chander Malik Independent/Non Executiveth(Upto 17 July, 2014)

The Company Secretary acts as the Secretary to the Committee.

(ii) Meeting and AttendancestDetails of Audit Committee Meetings held during the financial year ended 31 March, 2014 are as under : -

S No Date Committee strength No of members presentth1 30 May, 2013 4 2th2 13 August, 2013 4 2th3 16 November, 2013 4 2th4 13 February, 2014 4 3

The Audit Committee meetings held during the year and attendance are as under: -

Name of the Member Designation Status No. of Meetings in Committee Held Attended

Mr. Om Prakash Garg Chairman Independent 4 0th(upto 13 February, 2014) Non- Executive Director

Captain Hiteshi Chander Malik Member Independent 4 0th(Upto 17 July, 2014) Non- Executive Director

Mr. Padam Singhee Member Executive and 4 4Promoter Director

Mr. Rajnish Gupta Member Independent 4 4Non- Executive Director

Mr. G D Binani Member Independent 4 1th(w.e.f. 13 February, 2014) Non- Executive Director

All the members of the Committee have sound knowledge of finance, accounts and business management. The Composition of this Committee is in compliance with the requirements of Section 292A of the Companies Act, 1956, Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(iii) Terms of Reference

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting auditing and reporting practices of the Company. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audit of the Company’s financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company’s risk management policies.

Apart from the matters provided in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, the Committee reviews reports of the Internal Auditors and Statutory Auditors and discusses their findings, suggestions, internal control systems, scope of audit and observations of the statutory auditors.

The Statutory Auditors remain present during discussion and review of quarterly results and annual accounts, as invitees in meetings of the Audit Committee.

B. Remuneration Committee


The Remuneration Committee presently comprises four members as per details in the following table : -

Name Category

Capt. Hiteshi Chander Malik (upto 17.07.2014) Independent - Non Executive

Shri Rajnish Gupta Independent - Non Executive

Shri Ghanshyam Das Binani Independent - Non Executive

Shri Padam Singhee Executive - Promoter

(ii) Terms of Reference

The Remuneration Committee reviews and makes recommendation on annual salaries, performance, perquisites and other employment conditions for executive directors. The Committee also recommends induction of Directors/ Executive Directors on the Board. The Remuneration Committee of the Board recommends the remuneration/ compensation of managerial personnel.

The Company Secretary acts as Secretary for the Committee.

(iii) During the financial year ended 31st March, 2014, no meetings of the Remuneration Committee held.

(iv) Sitting fees paid to Non Executive Directors

During the financial year 2013-14, sitting fee were paid at the rate of Rs 10,000/- per meeting of the Board and Committees thereof including Committee referred to above and other functional Committees. Details of sitting fees paid to the non-executive Director are given below: -

(In rupees)

Name Sitting Fees Total

Board Meetings Committee Meetings

Mr. Rajnish Gupta 50,000/- 30,000.00 80,000/-

Mr. Dwarka Das Daga 50,000/- 1,10,000.00 1,60,000/-

Mr. Prateep Kumar Lahiri 30,000/- 30,000/-

Mr. Om Prakash Garg 20,000/- 10,000/- 30,000/-

Capt. Hiteshi Chander Malik - - -

Mr. Ghanshyam Das Binani - - -

Mr. Sachikanta Mishra, Nominee – IFCI 50,000/- - -

With effect from 13th February, 2014, it has been decided to defer the matter of payment of sitting fee for Board and Committee meetings.



(v) Remuneration to Executive Directors

Because of tight financial position and the Corporate Debt Restructuring of the Company, no remuneration was paid to the Executive Directors during the FY 2013-14.

C Shareholders/ Investors’ Grievance Committee

Keeping in view the current requirements under Section 178(5) of the Companies Act, 2013 and the proposed stamendments to Clause 49 of the Listing Agreement which comes into effect from 1 October, 2014 the name of the

Committee has been changed to ‘Stakeholders Relationship Committee’.


The Committee presently comprises three members, as per detail in the following table :-

Name Category

Shri Dwarka Das Daga Independent – Non ExecutivethShri Kailash Chandra Gupta (w.e.f. 14 August, 2014) Independent – Non Executive

thShri Om Prakash Garg (upto 13 February, 2014) Independent – Non Executive

Shri Padam Singhee Executive – Promoter

The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013, the existing Clause 49 of the Listing Agreement.


The Investors’ Grievance Committee reviews and ensures the existence of a proper system for timely resolution of grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends. The terms of reference of the Committee have been aligned to the Companies Act, 2013.

(iii) Meetings held and Attendanceth th29 June, 2013 30 September, 2013th st30 December, 2013 31 March, 2014

Attendance of each member of the Committee is given below : -

Date Committee strength No of members presentth29 June , 2013 3 2th30 September, 2013 3 2th30 December, 2013 3 2st31 March, 2014 2 2

(iv) Investors Grievance Redressal

There is no pending complaint and no request for transfer and for dematerialization pending for approval as on March 31, 2014.

The Registrar and Share Transfer Agents, M/s Link Intime India Private Ltd. (RTA), attend to all grievances of the security holders and investors received directly or through SEBI, Stock Exchanges or the Ministry of Corporate Affairs. Most of the Investors’ Grievances / correspondences are attended within a period of 7 days from the date of receipt of such grievances.

The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving complaints/ queries of the security holders and Investors, shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action.

(iii) Terms of Reference

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting auditing and reporting practices of the Company. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audit of the Company’s financial statements, the appointment, independence and performance of the statutory auditors, the performance of internal auditors and the Company’s risk management policies.

Apart from the matters provided in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, the Committee reviews reports of the Internal Auditors and Statutory Auditors and discusses their findings, suggestions, internal control systems, scope of audit and observations of the statutory auditors.

The Statutory Auditors remain present during discussion and review of quarterly results and annual accounts, as invitees in meetings of the Audit Committee.

B. Remuneration Committee


The Remuneration Committee presently comprises four members as per details in the following table : -

Name Category

Capt. Hiteshi Chander Malik (upto 17.07.2014) Independent - Non Executive

Shri Rajnish Gupta Independent - Non Executive

Shri Ghanshyam Das Binani Independent - Non Executive

Shri Padam Singhee Executive - Promoter


The Remuneration Committee reviews and makes recommendation on annual salaries, performance, perquisites and other employment conditions for executive directors. The Committee also recommends induction of Directors/ Executive Directors on the Board. The Remuneration Committee of the Board recommends the remuneration/ compensation of managerial personnel.

The Company Secretary acts as Secretary for the Committee.

(iii) During the financial year ended 31st March, 2014, no meetings of the Remuneration Committee held.

(iv) Sitting fees paid to Non Executive Directors

During the financial year 2013-14, sitting fee were paid at the rate of Rs 10,000/- per meeting of the Board and Committees thereof including Committee referred to above and other functional Committees. Details of sitting fees paid to the non-executive Director are given below: -

(In rupees)

Name Sitting Fees Total

Board Meetings Committee Meetings

Mr. Rajnish Gupta 50,000/- 30,000.00 80,000/-

Mr. Dwarka Das Daga 50,000/- 1,10,000.00 1,60,000/-

Mr. Prateep Kumar Lahiri 30,000/- 30,000/-

Mr. Om Prakash Garg 20,000/- 10,000/- 30,000/-

Capt. Hiteshi Chander Malik - - -

Mr. Ghanshyam Das Binani - - -

Mr. Sachikanta Mishra, Nominee – IFCI 50,000/- - -

With effect from 13th February, 2014, it has been decided to defer the matter of payment of sitting fee for Board and Committee meetings.



(v) Remuneration to Executive Directors

Because of tight financial position and the Corporate Debt Restructuring of the Company, no remuneration was paid to the Executive Directors during the FY 2013-14.

C Shareholders/ Investors’ Grievance Committee

Keeping in view the current requirements under Section 178(5) of the Companies Act, 2013 and the proposed stamendments to Clause 49 of the Listing Agreement which comes into effect from 1 October, 2014 the name of the

Committee has been changed to ‘Stakeholders Relationship Committee’.



Name Category

Shri Dwarka Das Daga Independent – Non ExecutivethShri Kailash Chandra Gupta (w.e.f. 14 August, 2014) Independent – Non Executive

thShri Om Prakash Garg (upto 13 February, 2014) Independent – Non Executive

Shri Padam Singhee Executive – Promoter

The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013, the existing Clause 49 of the Listing Agreement.


The Investors’ Grievance Committee reviews and ensures the existence of a proper system for timely resolution of grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends. The terms of reference of the Committee have been aligned to the Companies Act, 2013.

(iii) Meetings held and Attendanceth th29 June, 2013 30 September, 2013th st30 December, 2013 31 March, 2014

Attendance of each member of the Committee is given below : -

Date Committee strength No of members presentth29 June , 2013 3 2th30 September, 2013 3 2th30 December, 2013 3 2st31 March, 2014 2 2

(iv) Investors Grievance Redressal

There is no pending complaint and no request for transfer and for dematerialization pending for approval as on March 31, 2014.

The Registrar and Share Transfer Agents, M/s Link Intime India Private Ltd. (RTA), attend to all grievances of the security holders and investors received directly or through SEBI, Stock Exchanges or the Ministry of Corporate Affairs. Most of the Investors’ Grievances / correspondences are attended within a period of 7 days from the date of receipt of such grievances.

The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving complaints/ queries of the security holders and Investors, shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action.

D. SHARE TRANSFER COMMITTEE



Name of Members Type of Director

Shri Om Prakash Garg (upto 13-02-2014) Independent Non Executive Director

Shri Dwarka Das Daga Independent Non Executive Director

Shri Padam Singhee Promoter Executive Director


• Noting transfer/transmission of shares.

• Review of dematerialized/rematerialized shares and all other related matters.

• Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI, ROC etc.

• To issue duplicate shares, replacement of torn out shares etc.

• Monitors redressal of queries/complaints received from shareholders relating to transfers, non-receipt of Annual Report, dividend etc.

• Others matters related to Shares.

Company Secretary of the Company acts as the Secretary of the Share Transfer Committee Meetings.

(iii) Meetings held and Attendance

Sl No. Date Committee Strength No of members present

th1 16 April, 2013 3 2

th2 17 May, 2013 3 2

th3 24 June, 2013 3 2

th4 29 June, 2013 3 2

th5 9 September, 2013 3 2

nd6 2 December, 2013 3 2

th7 12 December, 2013 3 2

th8 10 March, 2014 2 2

th9 24 March, 2014 2 2

Attendance of Share Transfer Committee meeting during the year ended 31st March, 2014

Name of the Member Designation in Committee Status No. of Meetings Attended

Mr. Dwarka Das Daga Chairman Independent 9Non-Executive Director

Mr. Padam Singhee Member Executive and 9Promoter Director

Mr. Om Prakash Garg Member Independent -Non-Executive Director



E. Other Committees

(i) Composition of the Committee – Routine Transaction Committee


Mr. Padam Singhee Promoter - Executive

Mr. Prem Singhee Promoter - Executive

Mr. Dwarka Das Daga Independent - Non Executive

(i) Terms of Reference

- applying for the tender in the name or on behalf of the Company

- opening or closing of company’s bank account(s);

- making application to or representation before any statutory, legislative or judicial authority or government department;

- appointment of agents or authorize any person to discharge their obligation(s) or duty (ies) or to exercise their right(s) and power.

- Any other matter which is deemed emergent.

The Company Secretary of the Company acts as the Secretary of the Routine Transaction Committee

(iv) Meetings held and Attendance

During the financial year 2013-14 nine meetings of Routine Transaction Committee were held: -

Sl No. Date Committeee Strength No of members presentth1 4 April, 2013 3 2

th2 29 June, 2013 3 2th3 26 July, 2013 3 2nd4 22 August, 2013 3 2

th5 7 September, 2013 3 2th6 9 October, 2013 3 2

nd7 22 October, 2013 3 2th8 9 December, 2013 3 2

th9 11 December, 2013 3 2th10 13 January, 2014 3 2th11 18 February, 2014 3 2th12 14 March, 2014 3 2

D. SHARE TRANSFER COMMITTEE



Name of Members Type of Director

Shri Om Prakash Garg (upto 13-02-2014) Independent Non Executive Director

Shri Dwarka Das Daga Independent Non Executive Director

Shri Padam Singhee Promoter Executive Director


• Noting transfer/transmission of shares.

• Review of dematerialized/rematerialized shares and all other related matters.

• Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI, ROC etc.

• To issue duplicate shares, replacement of torn out shares etc.

• Monitors redressal of queries/complaints received from shareholders relating to transfers, non-receipt of Annual Report, dividend etc.

• Others matters related to Shares.

Company Secretary of the Company acts as the Secretary of the Share Transfer Committee Meetings.

(iii) Meetings held and Attendance

Sl No. Date Committee Strength No of members present

th1 16 April, 2013 3 2

th2 17 May, 2013 3 2

th3 24 June, 2013 3 2

th4 29 June, 2013 3 2

th5 9 September, 2013 3 2

nd6 2 December, 2013 3 2

th7 12 December, 2013 3 2

th8 10 March, 2014 2 2

th9 24 March, 2014 2 2

Attendance of Share Transfer Committee meeting during the year ended 31st March, 2014

Name of the Member Designation in Committee Status No. of Meetings Attended

Mr. Dwarka Das Daga Chairman Independent 9Non-Executive Director

Mr. Padam Singhee Member Executive and 9Promoter Director

Mr. Om Prakash Garg Member Independent -Non-Executive Director



E. Other Committees

(i) Composition of the Committee – Routine Transaction Committee


Mr. Padam Singhee Promoter - Executive

Mr. Prem Singhee Promoter - Executive

Mr. Dwarka Das Daga Independent - Non Executive

(i) Terms of Reference

- applying for the tender in the name or on behalf of the Company

- opening or closing of company’s bank account(s);

- making application to or representation before any statutory, legislative or judicial authority or government department;

- appointment of agents or authorize any person to discharge their obligation(s) or duty (ies) or to exercise their right(s) and power.

- Any other matter which is deemed emergent.

The Company Secretary of the Company acts as the Secretary of the Routine Transaction Committee

(iv) Meetings held and Attendance

During the financial year 2013-14 nine meetings of Routine Transaction Committee were held: -

Sl No. Date Committeee Strength No of members presentth1 4 April, 2013 3 2

th2 29 June, 2013 3 2th3 26 July, 2013 3 2nd4 22 August, 2013 3 2

th5 7 September, 2013 3 2th6 9 October, 2013 3 2

nd7 22 October, 2013 3 2th8 9 December, 2013 3 2

th9 11 December, 2013 3 2th10 13 January, 2014 3 2th11 18 February, 2014 3 2th12 14 March, 2014 3 2

Attendance during the financial year in Routine Transaction Meeting was as under : -

Name of the Member Designation Status No. of Meetingsin committee attended

Mr. Padam Singhee Chairman Executive and 12Promoter Director

Mr. Prem Singhee Member Executive and 2Promoter Director

Mr. Dwarka Das Daga Member Non Independent 12Non-Executive Director

3. GENERAL BODY MEETINGS

Details of the General Meetings held in the last three years.

I. Annual General Meeting

Year Date Day Time Venue Special Resolutions Passed

2013 30-092013 Monday 12.00 Noon Khasra No. 193, Re-appointment of Mr. Prem Singhee as F-6, Pushpanjali Chairman & Managing Director.Farm, Bijwasan, New Delhi-110061

2012 28-09-2012 Friday 12.00 Noon Khasra No. 193, Revision in the remuneration of F-6, Pushpanjali Mr. Prakaash Kumar Chiman Lal Singhee, Farm, Bijwasan, President- Technical under Section 314(1B) New Delhi-110061 of Companies Act, 1956.

2011 30-09-2011 Friday 12.00 Noon Khasra No. 193, NoneF-6, Pushpanjali Farm, Bijwasan, New Delhi-110061

II. No Extraordinary General Meeting was held during FY 2013-14

III. No Postal Ballot was conducted during FY 2013-14.

thHowever, the Company is conducting Postal Ballot and notice was sent to the shareholders on 19 August, 2014 to pass following special resolutions: -

S. No. PARTICULARS

1. To approve Borrowing limits of the Company.

2. Creation of charge on assets of the Company.

3. Increase in Authorized Share Capital.

4. Alteration of Memorandum of Association.

5. Alteration of Articles of Association.

6. To approve, ratify and confirm the corporate debt restructuring scheme in relation to the company’s debt.

7. Issuance of Equity Share on Preferential basis.

8. Conversion of debt into equity.

9. Issuance of Equity Share on Preferential basis to Lenders (ICICI Bank).

10. Creation of Charge.

11. To adopt new Article of Association of the Company as per Companies Act.2013.



4. CODE OF CONDUCT

In pursuance of Clause 49 of the Listing Agreement, the Board approved the “Code of Conduct” for Board of Directors and Senior Management and the same was circulated and posted on the Company’s website. The Directors and Senior Management personnel have given their declarations confirming compliance of provisions of above Code of Conduct.

Declaration as required under Clause 49 of the Listing Agreement

All Directors and Senior Management personnel of the Company have affirmed compliance with the provisions of the Code of Conduct for the Financial Year ended on 31st March, 2014.

Sd/-New Delhi Prem SingheeSeptember 2, 2014 (Chairman & Managing Director)

A copy of the Code has been put on the Company’s website www.shiv-vani.com

5. Certificate from CEO and CFO

ToThe Board of DirectorsShiv-Vani Oil & Gas Exploration Services LimitedNew Delhi 110017

We, Prem Singhee, Chairman and Managing Director and Rajan Gupta, Chief Financial Officer, of the Company do hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the financial year ended on 31st March, 2014 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the Company during the year which is fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system or financial reporting.

Sd/- Sd/- Prem Singhee Rajan Gupta (Chairman & Managing Director) (Chief Financial Officer)

New DelhiSeptember 2, 2014

Attendance during the financial year in Routine Transaction Meeting was as under : -

Name of the Member Designation Status No. of Meetingsin committee attended

Mr. Padam Singhee Chairman Executive and 12Promoter Director

Mr. Prem Singhee Member Executive and 2Promoter Director

Mr. Dwarka Das Daga Member Non Independent 12Non-Executive Director

3. GENERAL BODY MEETINGS

Details of the General Meetings held in the last three years.

I. Annual General Meeting

Year Date Day Time Venue Special Resolutions Passed

2013 30-092013 Monday 12.00 Noon Khasra No. 193, Re-appointment of Mr. Prem Singhee as F-6, Pushpanjali Chairman & Managing Director.Farm, Bijwasan, New Delhi-110061

2012 28-09-2012 Friday 12.00 Noon Khasra No. 193, Revision in the remuneration of F-6, Pushpanjali Mr. Prakaash Kumar Chiman Lal Singhee, Farm, Bijwasan, President- Technical under Section 314(1B) New Delhi-110061 of Companies Act, 1956.

2011 30-09-2011 Friday 12.00 Noon Khasra No. 193, NoneF-6, Pushpanjali Farm, Bijwasan, New Delhi-110061

II. No Extraordinary General Meeting was held during FY 2013-14

III. No Postal Ballot was conducted during FY 2013-14.

thHowever, the Company is conducting Postal Ballot and notice was sent to the shareholders on 19 August, 2014 to pass following special resolutions: -

S. No. PARTICULARS

1. To approve Borrowing limits of the Company.

2. Creation of charge on assets of the Company.

3. Increase in Authorized Share Capital.

4. Alteration of Memorandum of Association.

5. Alteration of Articles of Association.

6. To approve, ratify and confirm the corporate debt restructuring scheme in relation to the company’s debt.

7. Issuance of Equity Share on Preferential basis.

8. Conversion of debt into equity.

9. Issuance of Equity Share on Preferential basis to Lenders (ICICI Bank).

10. Creation of Charge.

11. To adopt new Article of Association of the Company as per Companies Act.2013.



4. CODE OF CONDUCT

In pursuance of Clause 49 of the Listing Agreement, the Board approved the “Code of Conduct” for Board of Directors and Senior Management and the same was circulated and posted on the Company’s website. The Directors and Senior Management personnel have given their declarations confirming compliance of provisions of above Code of Conduct.

Declaration as required under Clause 49 of the Listing Agreement

All Directors and Senior Management personnel of the Company have affirmed compliance with the provisions of the Code of Conduct for the Financial Year ended on 31st March, 2014.

Sd/-New Delhi Prem SingheeSeptember 2, 2014 (Chairman & Managing Director)

A copy of the Code has been put on the Company’s website www.shiv-vani.com

5. Certificate from CEO and CFO

ToThe Board of DirectorsShiv-Vani Oil & Gas Exploration Services LimitedNew Delhi 110017

We, Prem Singhee, Chairman and Managing Director and Rajan Gupta, Chief Financial Officer, of the Company do hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the financial year ended on 31st March, 2014 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the Company during the year which is fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system or financial reporting.

Sd/- Sd/- Prem Singhee Rajan Gupta (Chairman & Managing Director) (Chief Financial Officer)

New DelhiSeptember 2, 2014

6. DISCLOSURES

A. Related Party Transactions

The Company has not entered into any materially significant related party transaction that may have any potential conflict with the interests of the Company and all the related party transactions (if any) has been placed before Audit Committee from time to time. Further details in respect to related party transactions are fully stated in Notes to Accounts of enclosed.

B. Whistle Blower Policy

The company has established a mechanism for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. It also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit committee in exceptional cases. The existence of the mechanism has been appropriately communicated within the organization.

C. Secretarial Audit

VLA & Associates, Independent Practicing Company Secretary (CP - 7622) carried out Secretarial Audit on quarterly basis to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the total number of shares held in physical form and in dematerialized form held with NSDL and CDSL.

D. Compliance by the Company

During the last three years, no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities on matters related to capital markets.

The Company has complied with all the mandatory requirements and has endeavoring to incorporate non- mandatory requirements to ensure better corporate governance and transparency in the functioning of the Company’s management such as:

1. Company is moving toward the regime of unqualified financial statement.

2. Company has established and encouraged whistle blower policy in order to discourage, prevent and detect fraud and other material irregularities.

3. The remuneration committee has been empowered to take decisions independently and according to the remuneration policy of the Company to commensurate the remuneration of a director with his/ her performance and contribution in the growth and prosperity of Company.

7. MEANS OF COMMUNICATION

The Company recognizes the importance of two way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the Annual General Meeting.

A Quarterly Results

The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Company’s website www.shiv-vani.com and are generally published in The Financial Express (English) or Pioneer (English) and Jansatta (Hindi) or Veer Arjun (Hindi), within forty eight hours of approval thereof.

B News Releases, Presentations etc.

Official news releases and presentations made to media, institutional investors, analysts etc. are displayed on the company’s website www.shiv-vani.com.



C Website

The Company’s website www.shiv-vani.com contains a special dedicated section for investors where shareholders information is available. Quarterly results, Annual reports, Code of Conduct, resentation to investors, shareholding pattern and details of unpaid/ unclaimed amount of dividend are also available on the website in a user friendly and downloadable form.

D Annual Report

The Annual Reports containing inter alia the Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report, Corporate Governance Report and other important information is circulated to members entitled thereto. The Management Discussion and Analysis forms part of the Annual Report.

E Designated Email ID

The Company has designated the Email Id viz. investors @shiv-vani.com exclusively for investors services.

F SEBI Complaints Redress System (SCORES)

SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web based complaints redressed system. The salient features of this system are Centralized Database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

All complaints received through SCORES are resolved in a timely manner by the Company, similar to other complaints.

8. GENERAL SHAREHOLDERS INFORMATIONrd(i) The 23 Annual General Meeting shall be held as under

Day : Tuesday

Date : 30th September 2014.

Time : 12.00 Noon

Venue : Khasra No. 193, F-6, Pushpanjali Farm, Bijwasan, New Delhi

(ii) Financial Year

Financial Year of Company is of 12 Months, commencing from 1st April of a calendar year to 31 March of subsequent calendar year

(iii) Financial Calendar ( 1st April, 2013 to 31st March, 2014)

For the Year ended March 31, 2014 results were announced onth• First Quarter –13 August, 2013.

th• Second Quarter –16 November, 2013.th• Third Quarter –13 February, 2013.nd• Fourth Quarter –2 September 2014.

nd• Annual – 2 September,, 2014.

(iv) Book Closure Dates:

For the purpose of Annual General Meeting the book closure dates are from day, Saturday 27th September, 2014 to 30th September, 2014 (both days inclusive).

(v) Dividend Payment Date

The Board of Directors has not recommended any dividend for the FY 2013-14.

6. DISCLOSURES

A. Related Party Transactions

The Company has not entered into any materially significant related party transaction that may have any potential conflict with the interests of the Company and all the related party transactions (if any) has been placed before Audit Committee from time to time. Further details in respect to related party transactions are fully stated in Notes to Accounts of enclosed.

B. Whistle Blower Policy

The company has established a mechanism for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. It also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit committee in exceptional cases. The existence of the mechanism has been appropriately communicated within the organization.

C. Secretarial Audit

VLA & Associates, Independent Practicing Company Secretary (CP - 7622) carried out Secretarial Audit on quarterly basis to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the total number of shares held in physical form and in dematerialized form held with NSDL and CDSL.

D. Compliance by the Company

During the last three years, no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities on matters related to capital markets.

The Company has complied with all the mandatory requirements and has endeavoring to incorporate non- mandatory requirements to ensure better corporate governance and transparency in the functioning of the Company’s management such as:

1. Company is moving toward the regime of unqualified financial statement.

2. Company has established and encouraged whistle blower policy in order to discourage, prevent and detect fraud and other material irregularities.

3. The remuneration committee has been empowered to take decisions independently and according to the remuneration policy of the Company to commensurate the remuneration of a director with his/ her performance and contribution in the growth and prosperity of Company.

7. MEANS OF COMMUNICATION

The Company recognizes the importance of two way communication with shareholders and of giving a balanced reporting of results and progress and responds to questions and issues raised in a timely and consistent manner. Shareholders seeking information may contact the Company directly throughout the year. They also have an opportunity to ask questions in person at the Annual General Meeting.

A Quarterly Results

The approved financial results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Company’s website www.shiv-vani.com and are generally published in The Financial Express (English) or Pioneer (English) and Jansatta (Hindi) or Veer Arjun (Hindi), within forty eight hours of approval thereof.

B News Releases, Presentations etc.

Official news releases and presentations made to media, institutional investors, analysts etc. are displayed on the company’s website www.shiv-vani.com.



C Website

The Company’s website www.shiv-vani.com contains a special dedicated section for investors where shareholders information is available. Quarterly results, Annual reports, Code of Conduct, resentation to investors, shareholding pattern and details of unpaid/ unclaimed amount of dividend are also available on the website in a user friendly and downloadable form.

D Annual Report

The Annual Reports containing inter alia the Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report, Corporate Governance Report and other important information is circulated to members entitled thereto. The Management Discussion and Analysis forms part of the Annual Report.

E Designated Email ID

The Company has designated the Email Id viz. investors @shiv-vani.com exclusively for investors services.

F SEBI Complaints Redress System (SCORES)

SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website. The investor complaints are processed in a centralized web based complaints redressed system. The salient features of this system are Centralized Database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

All complaints received through SCORES are resolved in a timely manner by the Company, similar to other complaints.

8. GENERAL SHAREHOLDERS INFORMATIONrd(i) The 23 Annual General Meeting shall be held as under

Day : Tuesday

Date : 30th September 2014.

Time : 12.00 Noon

Venue : Khasra No. 193, F-6, Pushpanjali Farm, Bijwasan, New Delhi

(ii) Financial Year

Financial Year of Company is of 12 Months, commencing from 1st April of a calendar year to 31 March of subsequent calendar year

(iii) Financial Calendar ( 1st April, 2013 to 31st March, 2014)

For the Year ended March 31, 2014 results were announced onth• First Quarter –13 August, 2013.

th• Second Quarter –16 November, 2013.th• Third Quarter –13 February, 2013.nd• Fourth Quarter –2 September 2014.

nd• Annual – 2 September,, 2014.

(iv) Book Closure Dates:

For the purpose of Annual General Meeting the book closure dates are from day, Saturday 27th September, 2014 to 30th September, 2014 (both days inclusive).

(v) Dividend Payment Date

The Board of Directors has not recommended any dividend for the FY 2013-14.



(vi) Listing on Stock Exchanges

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The annual listing fees for the year 2014-15 have been paid.

Stock Code

Bombay Stock Exchange Limited - 522175

National Stock Exchange of India Limited - SHIV-VANI

ISIN No. - INE756B01017

(vii) History of Equity Capital of the Company Since incorporation

Date Particulars Shares

Issued Cancelled Balance/ forfeited

05.12.1989 Issued to promoters at Incorporation 200 - 200

21.01.1992 Issued to promoters 435,000 - 435,200



15.11.1993 Preferential Allotment to promoters 2,021,700 - 2,556,900

19.01.1994 Public Issue 5,920,000 - 8,476,900


03.10.1997 Preferential Allotment to promoters 300,000 - 10,026,900




30.10.2006 Allotment pursuant to merger of SVUL Projects Ltd. 10,339,120 - 31,966,020

05.12.2007 Allotment upon conversion of FCCB 506,880 - 32,472,900







14.08.2007 Preferential Allotment to Citi Group 2,733,330 - 38,061,664




10.01.2008 Allotment upon conversion of FCCB 1,774,089 - 40,359,529


05.09.2008 Forfeiture of shares due to non-payment of call money - 5,100 43,902,606

23.03.2010 Preferential allotment to Templeton Strategic Emerging 2,457,895 - 46,360,501Markets Fund LDC-III


(viii) Market Price Data of Shares of Company

Month Share Price at Share Prices atBombay Stock Exchange (Rs) National Stock Exchange (Rs)

High Low High Low

30/04/2013 45.40 38.70 45.40 38.25

31/05/2013 45.00 35.50 45.20 36.00

29/06/2013 38.00 25.30 38.00 25.50

31/07/2013 30.90 16.05 30.75 16.05

30/08/2013 18.45 9.45 18.50 9.50

30/09/2013 12.65 8.75 12.60 8.70

31/10/2013 13.03 10.40 12.95 10.30

29/11/2013 20.18 13.48 19.80 13.45

31/12/2013 15.65 13.35 15.55 13.20

31/01/2014 18.00 13.73 18.10 14.00

28/02/2014 15.75 10.30 15.70 10.30

31/03/2014 12.12 10.53 12.20 10.45

-14 Feb-14 Mar-14Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan

Index Comparison (BSE Sensex V/s Shiv-Vani)

Financial Year 2013-14

BSE Sensex Shiv-Vani’s Share Price (Rs.)

-

20.00

40.00

60.00

80.00

100.00

120.00



(vi) Listing on Stock Exchanges

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The annual listing fees for the year 2014-15 have been paid.

Stock Code

Bombay Stock Exchange Limited - 522175

National Stock Exchange of India Limited - SHIV-VANI

ISIN No. - INE756B01017

(vii) History of Equity Capital of the Company Since incorporation

Date Particulars Shares

Issued Cancelled Balance/ forfeited

05.12.1989 Issued to promoters at Incorporation 200 - 200





19.01.1994 Public Issue 5,920,000 - 8,476,900


03.10.1997 Preferential Allotment to promoters 300,000 - 10,026,900




30.10.2006 Allotment pursuant to merger of SVUL Projects Ltd. 10,339,120 - 31,966,020








14.08.2007 Preferential Allotment to Citi Group 2,733,330 - 38,061,664






05.09.2008 Forfeiture of shares due to non-payment of call money - 5,100 43,902,606

23.03.2010 Preferential allotment to Templeton Strategic Emerging 2,457,895 - 46,360,501Markets Fund LDC-III


(viii) Market Price Data of Shares of Company

Month Share Price at Share Prices atBombay Stock Exchange (Rs) National Stock Exchange (Rs)

High Low High Low

30/04/2013 45.40 38.70 45.40 38.25

31/05/2013 45.00 35.50 45.20 36.00

29/06/2013 38.00 25.30 38.00 25.50

31/07/2013 30.90 16.05 30.75 16.05

30/08/2013 18.45 9.45 18.50 9.50

30/09/2013 12.65 8.75 12.60 8.70

31/10/2013 13.03 10.40 12.95 10.30

29/11/2013 20.18 13.48 19.80 13.45

31/12/2013 15.65 13.35 15.55 13.20

31/01/2014 18.00 13.73 18.10 14.00

28/02/2014 15.75 10.30 15.70 10.30

31/03/2014 12.12 10.53 12.20 10.45

-14 Feb-14 Mar-14Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan



BSE Sensex Shiv-Vani’s Share Price (Rs.)

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120.00



(ix) SHARE TRANSFER SYSTEM (in physical segment)

With a view to expedite the process of share transfers, the Board of Directors of the Company has delegated the power of share transfer to Share Transfer Committee. The shares for transfers received in physical form are transferred expeditiously, provided the documents are complete and the shares under transfer are not under any dispute. The share certificates duly endorsed are returned immediately to shareholders. Confirmation in respect of the requests for dematerialization of shares is sent to the respective depositories i.e. NSDL and CDSL expeditiously..

In case of shares in physical form, all transfers are completed within 15 days from the date of receipt documents. As on March 31, 2014, there was no equity shares pending for transfer. Also there were no demat request pending

stas on 31 March, 2014.

The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the shares transfer formalities as required under Clause 47(c ) of the Listing Agreement and files a copy of the certificate with the Stock Exchanges.

(x) Distribution of Shareholding as on 31stMarch, 2014

The distribution of shareholding and shareholding pattern as on 31stMarch 2014 were as follows:

a. Distribution of Shareholding by size:

No of Shares Held Shareholders Shares

Number As a Percentage Number As a Percentageof Total of Total

Upto – 2,500 18719 77.656% 1404069 3.029%

2501 – 5000 2524 10.471% 1006841 2.172%

5001 – 10000 1403 5.820% 1147207 2.475%

10001 – 20000 702 2.912% 1059157 2.285%

20001 – 30000 242 1.004% 609570 1.315%

30001 – 40000 115 0.477% 419032 0.904%

40001 – 50000 89 0.369% 417863 0.901%

50001 – 1,00,000 135 0.560 961432 2.074

1,00,001 & Above 176 0.730% 39335330 84.847%

Total 24105 100.00% 46360501 100.00%

BSE Close Shiv-Vani Close

-14 Feb-14 Mar-14


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140.00

Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan



b. Distribution of Shareholding by Category:

Category No. of shareholders No. of Shares held % of Total Shares

Promoter Group:

Individual 9 5076495 10.95

Body Corporate 46 15448031 33.32

Foreign Company 1 1793400 3.87

Sub Total (A) 56 22317926 48.14

Public

Individual 22365 7041542 15.19

Mutual Fund 1 61589 0.13

Foreign institutional Investors 3 1610000 3.47

Corporate Bodies -domestic 527 9443376 20.36

Foreign Companiesz 3 5176829 11.17

NRIs 577 388945 0.83

Others 564 320294 0.69

Sub Total (B) 24040 24042575 51.84

Total (A+B) 24096 46360501 100.00

Promoter Foreign Institutional Investors Individuals-Public

Mutual Fund NRIs Body Corporates: Foreign

Overseas Corporate Bodies Others

48.14%

3.47%15.19%

0.13%

0.84%

11.17%

20.37%0.69%

stShareholding Pattern as on 31 March 2014



(ix) SHARE TRANSFER SYSTEM (in physical segment)

With a view to expedite the process of share transfers, the Board of Directors of the Company has delegated the power of share transfer to Share Transfer Committee. The shares for transfers received in physical form are transferred expeditiously, provided the documents are complete and the shares under transfer are not under any dispute. The share certificates duly endorsed are returned immediately to shareholders. Confirmation in respect of the requests for dematerialization of shares is sent to the respective depositories i.e. NSDL and CDSL expeditiously..

In case of shares in physical form, all transfers are completed within 15 days from the date of receipt documents. As on March 31, 2014, there was no equity shares pending for transfer. Also there were no demat request pending

stas on 31 March, 2014.

The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the shares transfer formalities as required under Clause 47(c ) of the Listing Agreement and files a copy of the certificate with the Stock Exchanges.

(x) Distribution of Shareholding as on 31stMarch, 2014

The distribution of shareholding and shareholding pattern as on 31stMarch 2014 were as follows:

a. Distribution of Shareholding by size:

No of Shares Held Shareholders Shares

Number As a Percentage Number As a Percentageof Total of Total

Upto – 2,500 18719 77.656% 1404069 3.029%

2501 – 5000 2524 10.471% 1006841 2.172%

5001 – 10000 1403 5.820% 1147207 2.475%

10001 – 20000 702 2.912% 1059157 2.285%

20001 – 30000 242 1.004% 609570 1.315%

30001 – 40000 115 0.477% 419032 0.904%

40001 – 50000 89 0.369% 417863 0.901%

50001 – 1,00,000 135 0.560 961432 2.074

1,00,001 & Above 176 0.730% 39335330 84.847%

Total 24105 100.00% 46360501 100.00%

BSE Close Shiv-Vani Close

-14 Feb-14 Mar-14


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100.00

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140.00

Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan



b. Distribution of Shareholding by Category:

Category No. of shareholders No. of Shares held % of Total Shares

Promoter Group:

Individual 9 5076495 10.95

Body Corporate 46 15448031 33.32

Foreign Company 1 1793400 3.87

Sub Total (A) 56 22317926 48.14

Public

Individual 22365 7041542 15.19

Mutual Fund 1 61589 0.13

Foreign institutional Investors 3 1610000 3.47

Corporate Bodies -domestic 527 9443376 20.36

Foreign Companiesz 3 5176829 11.17

NRIs 577 388945 0.83

Others 564 320294 0.69

Sub Total (B) 24040 24042575 51.84

Total (A+B) 24096 46360501 100.00

Promoter Foreign Institutional Investors Individuals-Public

Mutual Fund NRIs Body Corporates: Foreign

Overseas Corporate Bodies Others

48.14%

3.47%15.19%

0.13%

0.84%

11.17%

20.37%0.69%

stShareholding Pattern as on 31 March 2014

3.69%18.50%

77.81%

Dematerialization and Liquidity of Shares

NSDL CDSL Physical



(xi) Dematerialization and Liquidity of Shares

The Shares of the Company are in compulsory demat segment and are available for trading in the depository systems of NSDL & CDSL. As on 31st March 2014 the 96.31% Share Capital of the Company had been dematerialized.

Segment No. of Shares % of Shareholding

Physical (A) 1709457 3.69 %

Demat:-

NSDL 36075647 77.81 %

CDSL 8575397 18.50 %

Total (B) 44651044 96.31 %

Grand Total (A+B) 46360501 100.00%

(xii) Investor Correspondence Address

Company Registrar and Transfer Agent

Mr. Vimal Chadha Link Intime India Private Limited ndCompany Secretary 44, Community Centre, 2 Floor, Naraina,

Shiv-Vani Oil & Gas Exploration Services Limited Industrial Area, Phase-1, Near PVR Tower-1, 5th Floor, NBCC Plaza, Sector V, Naraina, New Delhi-110028

Pushp Vihar, Saket, New Delhi-110017 Phone: 011-41410592/ 93/ 94Telephone: 011- 2952 1585, 2956 4592 Telefax: 011-41410591Fax : 011- 2952 1587 E-mail: [email protected]: [email protected]

(xiii) Investor Safeguards and other InformationDematerialization of Shares: Shareholders are requested to convert their physical holdings to demat/electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc. and also to ensure safe and speedy transaction in respect of the shares held.Revalidation of Dividend Warrants: In respect of shareholders who have either not opted for NECS/ECS mandate or do not have such a facility with their banker and who have not encashed earlier dividends paid by the Company, are requested to write to Company’s Share Transfer Agents for revalidation of expired dividend warrants and failing their encashment for a period of seven years, they stand to lose the right to claim such dividend owing to transfer of unclaimed dividends beyond seven years to Investor Education and Protection Fund.Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF): Pursuant to Section 123 & 124 of the Companies Act, 2013 any amount of dividend which remains unclaimed /unpaid for a period of seven years from the date it is transferred to the dividend unpaid account shall be deposited with Investors Education &Protection Fund (IEPF) maintained by the Central Government in pursuance of section 125 of the Companies Act, 2013, thereafter there shall lie no claim against such unpaid dividend. Hence, all the shareholders, whose


dividend is lying un-paid, are advised to claim at the earliest are given in the table below.

Financial Year Interim/ Final Date of Declaration Dividend Rate Due date of Transfer to IEPF

2008-09 Final 7th September 2009 10 % 14th October 2016

2009-10 Final 30th September 2010 10 % 6th November 2017


2011-12 Final 28th September 2012 10% 4th November 2019

Members are once again requested to utilize this opportunity and get in touch with the Company’s Registrar and Share Transfer Agents M/s. Link Intime India Private Limited at their communication address for encashing the unclaimed dividends standing to the credit of their account. Members are further requested to note that after completion of 7 years, no claims shall lie against the said Fund or Company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

Update Address/ E-Mail Address/Bank Details: To receive all communications/corporate actions promptly, shareholders holding shares in dematerialized form are requested to please update their address/e-mail address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar & Share Transfer Agents.

CONSOLIDATE MULTIPLE FOLIOS (IN RESPECT OF PHYSICAL SHAREHOLDING): Members are requested to consolidate their shareholdings under multiple folios to eliminate the receipt of multiple communications and this would ensure that future correspondence/corporate benefits could then be sent to the consolidated folio.

REGISTER NOMINATION(S): Members holding shares in physical form, are requested to register the name of their nominee(s), who shall succeed the member as the beneficiary of their shares and in order to avail this nomination facility, they may obtain/submit the prescribed Form 2B from/with the Registrars & Share Transfer Agents. Members holding shares in dematerialized form are requested to register their nominations directly with their respective Dps.

DEALINGS OF SECURITIES WITH REGISTERED INTERMEDIARIES: In respect of dealings in securities, members must ensure that they deal only with SEBI registered intermediaries and must obtain a valid contract note/ confirmation memo from the broker/sub-broker within 24 hours of execution of the trade(s) and it should be ensured that the contract note/confirmation memo contains details about order no., trade no., trade time, quantity, price and brokerage.

Auditors’ certificate on compliance with the conditions of corporate governance under Clause 49 of the listing agreements

To,The Members ofShiv-Vani Oil & Gas Exploration Services LimitedWe have examined the compliance of conditions of corporate governance by Shiv-Vani Oil & Gas Exploration Services Limited (“the

stCompany”) for the year ended on 31 March 2014, as stipulated in Clause 49 of the Listing Agreements of the Company with the Bombay Stock Exchange and National Stock Exchange.The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the abovementioned listing agreements.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Vijay Prakash Gupta & AssociatesChartered Accountants

Firm Reg. No. : 005570N

Vikas VarshneyNew Delhi PartnerSeptember 2, 2014 Membership No.510929

3.69%18.50%

77.81%

Dematerialization and Liquidity of Shares

NSDL CDSL Physical



(xi) Dematerialization and Liquidity of Shares

The Shares of the Company are in compulsory demat segment and are available for trading in the depository systems of NSDL & CDSL. As on 31st March 2014 the 96.31% Share Capital of the Company had been dematerialized.

Segment No. of Shares % of Shareholding

Physical (A) 1709457 3.69 %

Demat:-

NSDL 36075647 77.81 %

CDSL 8575397 18.50 %

Total (B) 44651044 96.31 %

Grand Total (A+B) 46360501 100.00%

(xii) Investor Correspondence Address

Company Registrar and Transfer Agent

Mr. Vimal Chadha Link Intime India Private Limited ndCompany Secretary 44, Community Centre, 2 Floor, Naraina,

Shiv-Vani Oil & Gas Exploration Services Limited Industrial Area, Phase-1, Near PVR Tower-1, 5th Floor, NBCC Plaza, Sector V, Naraina, New Delhi-110028

Pushp Vihar, Saket, New Delhi-110017 Phone: 011-41410592/ 93/ 94Telephone: 011- 2952 1585, 2956 4592 Telefax: 011-41410591Fax : 011- 2952 1587 E-mail: [email protected]: [email protected]

(xiii) Investor Safeguards and other InformationDematerialization of Shares: Shareholders are requested to convert their physical holdings to demat/electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc. and also to ensure safe and speedy transaction in respect of the shares held.Revalidation of Dividend Warrants: In respect of shareholders who have either not opted for NECS/ECS mandate or do not have such a facility with their banker and who have not encashed earlier dividends paid by the Company, are requested to write to Company’s Share Transfer Agents for revalidation of expired dividend warrants and failing their encashment for a period of seven years, they stand to lose the right to claim such dividend owing to transfer of unclaimed dividends beyond seven years to Investor Education and Protection Fund.Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF): Pursuant to Section 123 & 124 of the Companies Act, 2013 any amount of dividend which remains unclaimed /unpaid for a period of seven years from the date it is transferred to the dividend unpaid account shall be deposited with Investors Education &Protection Fund (IEPF) maintained by the Central Government in pursuance of section 125 of the Companies Act, 2013, thereafter there shall lie no claim against such unpaid dividend. Hence, all the shareholders, whose


dividend is lying un-paid, are advised to claim at the earliest are given in the table below.

Financial Year Interim/ Final Date of Declaration Dividend Rate Due date of Transfer to IEPF

2008-09 Final 7th September 2009 10 % 14th October 2016



2011-12 Final 28th September 2012 10% 4th November 2019

Members are once again requested to utilize this opportunity and get in touch with the Company’s Registrar and Share Transfer Agents M/s. Link Intime India Private Limited at their communication address for encashing the unclaimed dividends standing to the credit of their account. Members are further requested to note that after completion of 7 years, no claims shall lie against the said Fund or Company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

Update Address/ E-Mail Address/Bank Details: To receive all communications/corporate actions promptly, shareholders holding shares in dematerialized form are requested to please update their address/e-mail address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar & Share Transfer Agents.

CONSOLIDATE MULTIPLE FOLIOS (IN RESPECT OF PHYSICAL SHAREHOLDING): Members are requested to consolidate their shareholdings under multiple folios to eliminate the receipt of multiple communications and this would ensure that future correspondence/corporate benefits could then be sent to the consolidated folio.

REGISTER NOMINATION(S): Members holding shares in physical form, are requested to register the name of their nominee(s), who shall succeed the member as the beneficiary of their shares and in order to avail this nomination facility, they may obtain/submit the prescribed Form 2B from/with the Registrars & Share Transfer Agents. Members holding shares in dematerialized form are requested to register their nominations directly with their respective Dps.

DEALINGS OF SECURITIES WITH REGISTERED INTERMEDIARIES: In respect of dealings in securities, members must ensure that they deal only with SEBI registered intermediaries and must obtain a valid contract note/ confirmation memo from the broker/sub-broker within 24 hours of execution of the trade(s) and it should be ensured that the contract note/confirmation memo contains details about order no., trade no., trade time, quantity, price and brokerage.

Auditors’ certificate on compliance with the conditions of corporate governance under Clause 49 of the listing agreements

To,The Members ofShiv-Vani Oil & Gas Exploration Services LimitedWe have examined the compliance of conditions of corporate governance by Shiv-Vani Oil & Gas Exploration Services Limited (“the

stCompany”) for the year ended on 31 March 2014, as stipulated in Clause 49 of the Listing Agreements of the Company with the Bombay Stock Exchange and National Stock Exchange.The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the abovementioned listing agreements.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.


Firm Reg. No. : 005570N



INDEPENDENT AUDITORS’ REPORT

To,

The Members of Shiv-vani Oil & Gas Exploration Services Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Shiv-vani Oil & Gas Exploration Services Limitedst(the “Company”), which comprise the Balance Sheet as at 31 March,2014, and the Statement of Profit and Loss and Cash

Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act,1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Companies Act,1956 (‘the Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

sta. in the case of the Balance Sheet, of the State of affairs of the Company as at 31 March 2014;

b. in the case of the Statement of the Profit and Loss , of the Loss for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.



Report on Other Legal and Regulatory Requirements

1. As required by the Companies(Auditor’s Report) Order,2003; as amended by the Companies (Auditor’s Report)(Amendment) Order,2004; issued by the Central Government of India in term of Sub-Section(4A) of Section 227 of the Act(hereinafter referred to as the “Order”) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with books of account:

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act,1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Minsitry of Corporate Affairs;

ste. On the basis of written representations received from the directors as on 31 March 2014, and taken on records by stthe Board of Directors, none of the directors is disqualified as on 31 March2014, from being appointed as a

director in terms of clause(g) of sub-section(1) of section 274 of the Act.


ICAI Firm Reg. No. : 005570N



INDEPENDENT AUDITORS’ REPORT

To,

The Members of Shiv-vani Oil & Gas Exploration Services Limited


We have audited the accompanying financial statements of Shiv-vani Oil & Gas Exploration Services Limitedst(the “Company”), which comprise the Balance Sheet as at 31 March,2014, and the Statement of Profit and Loss and Cash

Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act,1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Companies Act,1956 (‘the Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

sta. in the case of the Balance Sheet, of the State of affairs of the Company as at 31 March 2014;

b. in the case of the Statement of the Profit and Loss , of the Loss for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.



Report on Other Legal and Regulatory Requirements

1. As required by the Companies(Auditor’s Report) Order,2003; as amended by the Companies (Auditor’s Report)(Amendment) Order,2004; issued by the Central Government of India in term of Sub-Section(4A) of Section 227 of the Act(hereinafter referred to as the “Order”) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with books of account:

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act,1956, read with General Circular 8/2014 dated 4 April 2014 issued by the Minsitry of Corporate Affairs;

ste. On the basis of written representations received from the directors as on 31 March 2014, and taken on records by stthe Board of Directors, none of the directors is disqualified as on 31 March2014, from being appointed as a

director in terms of clause(g) of sub-section(1) of section 274 of the Act.





ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the member of Shiv-vani Oil & Gas Exploration stServices Ltd on the financial statement as of and for the year ended 31 March,2014.

I. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us ,all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets .no material discrepancies were noticed on such physical verification.

c) In our opinion the Company has not disposed of a substantial part of its fixed assets during the year and therefore, the going concern status of the Company is not affected.

II. In respect of its inventories:

a) As explained to us, the inventory of store & Spare parts, except goods in transit, lying at different sites, have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the Company and the nature of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. as explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records

III. In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firm or other parties in the register maintained under section 301 of the Companies Act,1956;

a) The Company has given interest bearings loan to corporate/interest free to its subsidiaries. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs2,806,335,291/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of interest free loans are not prima facie prejudicial to interest of the Company.

c) The said interest free loan given to a wholly owned subsidiary of the Company and there is no repayment schedule.

d) In respect of the loan given by the Company to the corporate, the same is repayable on demand the question of overdue amount does not arise.

e) The Company has taken new loans during the year.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

V. In respect of the contracts or arrangements referred to section 301 of the Companies act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under section301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are certain transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 aggregating during the year to Rs.5,00,000/- or more in respect of any party in the said financial year. The prices at which these have been made are reasonable having to the prevailing prices at that time.

VI. According to the information and explanations to us, the Company has not accepted any deposits from the public. Therefore the provision of Clause (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

VII. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII. Maintenance of cost records has not been prescribed by central government under section 209 (1) (d) of the Companies Act, 1956.

IX. In respect of statutory dues:

a) According to the records the Company is not regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees, State Insurance, Income Tax, Sales Tax, Wealth Tax, Work Contract Tax, Tax deduct at Sources, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no un disputed amounts payable in respect of

the aforesaid dues were outstanding as at March31,2014 for a period of more than six months from the date of becoming payable except Tax deduct at source dues aggregating to Rs.17,51,25,632/-(Previous year Rs.12,90,08,864/-) VAT dues aggregating to Rs.4,50,62,958/-(Previous Year Rs. 1,75,68,135/-), Work Contract Tax dues aggregating to Rs.1,06,70,375/-(Previous year Rs. 57,44,111/-) Professional Tax dues aggregating to Rs.17,09,095/-(Previous Year Nil) Dividend Distribution Tax dues aggregating Rs.75,20,832/-(Previous Year Nill) Provident Fund dues aggregating to Rs.67,10,598/- (Previous Year Nil) And Service Tax dues aggregating to Rs.142,07,82,067/- (Previous Year 127,22,44,795/- were payable at the year end.

b) Following are the details of disputed statutory due that have not Paid to the concerned authorities.

Name of the Nature of Amount Period to which Forum whereStatute pending Dues (Rs.) the amount relates dispute is pending

Service tax Demand 47,95,31,062 2007-08 Service TaxAppellate Tribunal

Central Excise Penal Proceeding 1,250,000 2007-08 High Court & Custom

Income Tax Act Income Tax 33,85,67,479 2005-06 to 2008-09 Commissioner ofIncome tax 1961 (Appeals)New Delhi.

X. The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash loss during the financial year amounting to Rs. 4,58,44,0,565/-.

XI. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the payments to Bank, Financial institutions were delayed .

XII. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause (xiii) of the Companies (Auditor Report) Order,2003 are not applicable to the Company.

XIV. The Company is not dealing or trading in shares, securities, debentures and other investments as such the provision of the clause are not applicable to the Company.

XV. According to the information and explanation given to us, the Company has given counter guarantees against the guarantees issued by the Company’s bankers.

XVI. As per information and explanation given to us, term loans raised during the year by the Company have been applied for the purpose for which said loans were raised.

XVII. According to the information and explanations given to us and as per books and records examined by us, as on the date of balance sheet ,no funds raised on short-term basis used for long term investment. Similarly, no funds raised on long-term basis have been used for short-term investment.

XVIII.The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956. According to the information and explanation given to us and as per the books and records examined by us, the price at which shares have been issued is not prejudicial to the interest of the Company.

XIX. The Company has not issued any debentures during the year.

XX. The Company has not raised any monies by way of public issues during the year.

XXI. According to the information and explanation given us, and on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India. We have not come across any such instance of fraud on or by the Company have been noticed or reported during the course of our audit.




Annual Report - 2013-14 35Annual Report - 2013-1434


ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the member of Shiv-vani Oil & Gas Exploration stServices Ltd on the financial statement as of and for the year ended 31 March,2014.

I. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us ,all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets .no material discrepancies were noticed on such physical verification.

c) In our opinion the Company has not disposed of a substantial part of its fixed assets during the year and therefore, the going concern status of the Company is not affected.

II. In respect of its inventories:

a) As explained to us, the inventory of store & Spare parts, except goods in transit, lying at different sites, have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable having regard to the Company and the nature of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. as explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records

III. In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firm or other parties in the register maintained under section 301 of the Companies Act,1956;

a) The Company has given interest bearings loan to corporate/interest free to its subsidiaries. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs2,806,335,291/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of interest free loans are not prima facie prejudicial to interest of the Company.

c) The said interest free loan given to a wholly owned subsidiary of the Company and there is no repayment schedule.

d) In respect of the loan given by the Company to the corporate, the same is repayable on demand the question of overdue amount does not arise.

e) The Company has taken new loans during the year.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

V. In respect of the contracts or arrangements referred to section 301 of the Companies act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under section301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are certain transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act,1956 aggregating during the year to Rs.5,00,000/- or more in respect of any party in the said financial year. The prices at which these have been made are reasonable having to the prevailing prices at that time.

VI. According to the information and explanations to us, the Company has not accepted any deposits from the public. Therefore the provision of Clause (vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

VII. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII. Maintenance of cost records has not been prescribed by central government under section 209 (1) (d) of the Companies Act, 1956.

IX. In respect of statutory dues:

a) According to the records the Company is not regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection fund, Employees, State Insurance, Income Tax, Sales Tax, Wealth Tax, Work Contract Tax, Tax deduct at Sources, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, no un disputed amounts payable in respect of

the aforesaid dues were outstanding as at March31,2014 for a period of more than six months from the date of becoming payable except Tax deduct at source dues aggregating to Rs.17,51,25,632/-(Previous year Rs.12,90,08,864/-) VAT dues aggregating to Rs.4,50,62,958/-(Previous Year Rs. 1,75,68,135/-), Work Contract Tax dues aggregating to Rs.1,06,70,375/-(Previous year Rs. 57,44,111/-) Professional Tax dues aggregating to Rs.17,09,095/-(Previous Year Nil) Dividend Distribution Tax dues aggregating Rs.75,20,832/-(Previous Year Nill) Provident Fund dues aggregating to Rs.67,10,598/- (Previous Year Nil) And Service Tax dues aggregating to Rs.142,07,82,067/- (Previous Year 127,22,44,795/- were payable at the year end.

b) Following are the details of disputed statutory due that have not Paid to the concerned authorities.

Name of the Nature of Amount Period to which Forum whereStatute pending Dues (Rs.) the amount relates dispute is pending

Service tax Demand 47,95,31,062 2007-08 Service TaxAppellate Tribunal

Central Excise Penal Proceeding 1,250,000 2007-08 High Court & Custom

Income Tax Act Income Tax 33,85,67,479 2005-06 to 2008-09 Commissioner ofIncome tax 1961 (Appeals)New Delhi.

X. The Company does not have accumulated losses at the end of the financial year. The Company has incurred cash loss during the financial year amounting to Rs. 4,58,44,0,565/-.

XI. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the payments to Bank, Financial institutions were delayed .

XII. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause (xiii) of the Companies (Auditor Report) Order,2003 are not applicable to the Company.

XIV. The Company is not dealing or trading in shares, securities, debentures and other investments as such the provision of the clause are not applicable to the Company.

XV. According to the information and explanation given to us, the Company has given counter guarantees against the guarantees issued by the Company’s bankers.

XVI. As per information and explanation given to us, term loans raised during the year by the Company have been applied for the purpose for which said loans were raised.

XVII. According to the information and explanations given to us and as per books and records examined by us, as on the date of balance sheet ,no funds raised on short-term basis used for long term investment. Similarly, no funds raised on long-term basis have been used for short-term investment.

XVIII.The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act 1956. According to the information and explanation given to us and as per the books and records examined by us, the price at which shares have been issued is not prejudicial to the interest of the Company.

XIX. The Company has not issued any debentures during the year.

XX. The Company has not raised any monies by way of public issues during the year.

XXI. According to the information and explanation given us, and on the basis of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India. We have not come across any such instance of fraud on or by the Company have been noticed or reported during the course of our audit.






BALANCE SHEET AS AT 31ST MARCH, 2014

As at Particulars Note March 31, 2014 March 31, 2013

(`) ( )

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Share Capital 2 463,605,010 463,605,010 (b) Reserves and Surplus 3 4,477,952,086 9,800,004,507

(2) Non-Current Liabilities(a) Long-Term Borrowings 4 28,582,428,701 19,872,617,580 (b) Deferred Tax Liabilities (Net) 5 135,780,974 1,716,640,182 (c) Other Long Term Liabilities 6 5,163,425 3,957,469 (d) Long Term Provisions 7 146,704,585 96,169,316

(3) Current Liabilities(a) Short-Term Borrowings 8 4,008,566,343 2,760,693,992 (b) Trade Payables 9 3,298,351,983 2,827,592,302 (c) Other Current Liabilities 10 1,982,957,046 7,520,276,661 (d) Short-Term Provisions 11 1,062,592,757 1,060,254,138

Total Equity & Liabilities 44,164,102,910 46,121,811,157

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 12 (i) Tangible Assets 25,329,592,672 21,823,617,027 (ii) Capital Work in progress 366,985,091 5,182,151,490

(b) Non-Current Investments 13 568,793,243 568,793,243 (c) Long term Loans and Advances 14 4,350,456,982 4,365,611,457 (d) Other Non-Current Assets 15 271,875,146 329,334,561

(2) Current Assets(a) Inventories 16 2,611,094,091 2,840,997,222 (b) Trade Receivables 17 6,207,928,424 6,224,234,018 (c) Cash and Bank Balances 18 245,990,952 527,561,198 (d) Short-Term Loans and Advances 19 2,087,077,731 2,206,649,353 (e) Other Current Assets 20 2,124,308,578 2,052,861,588

Total Assets 44,164,102,910 46,121,811,157

Significant Accounting Policies 1

As at

`

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014

For the year ended S.No Particulars Note March 31, 2014 March 31, 2013

(`) (`)

I Revenue from operations 21 2,384,742,054 10,742,412,640

Other Income 22 246,844,613 111,825,954

Total Revenue (I) 2,631,586,667 10,854,238,594

II Expenses:

Cost of materials consumed 23 1,038,599,742 1,830,610,484

Operational Expenses 24 1,755,314,909 3,311,482,540

Employee Benefit Expense 25 299,673,588 569,611,277

Finance Cost 26 3,624,480,046 2,666,878,781

Depreciation and Amortization Expenses 27 1,523,665,840 1,210,318,103

Other Expenses 28 1,240,947,948 495,994,678

Total Expenses (II) 9,482,682,073 10,084,895,863

III (Loss) / Profit before tax (I - II) (6,851,095,406) 769,342,731

IV Tax expenses:

(1) Tax relating to previous years - 55,170

(2) Current tax - 153,900,000

Add : MAT credit utilized / (available) - 198,862,922

(3) Net Deferred tax Liability / (Asset) (1,580,859,208) 39,981,679

V (Loss) / Profit for the period (III + IV) (5,270,236,198) 376,542,960

VI Earning per equity share:

(1) Basic (113.68) 8.12

(2) Diluted (113.68) 7.02


For the year ended

As per our report of even date For and on behalf of the Board for Vijay Prakash Gupta & AssociatesChartered Accountants Prem Singhee - Chairman & Managing Director Firm Reg.No. : 005570N

Padam Singhee - Joint Managing Director Vikas VarshneyPartner Rajan Gupta - Chief Financial Officer M.No. 510929

Vimal Chadha - Company Secretary New DelhiSeptember 2, 2014






BALANCE SHEET AS AT 31ST MARCH, 2014


(`) ( )



(2) Non-Current Liabilities(a) Long-Term Borrowings 4 28,582,428,701 19,872,617,580 (b) Deferred Tax Liabilities (Net) 5 135,780,974 1,716,640,182 (c) Other Long Term Liabilities 6 5,163,425 3,957,469 (d) Long Term Provisions 7 146,704,585 96,169,316

(3) Current Liabilities(a) Short-Term Borrowings 8 4,008,566,343 2,760,693,992 (b) Trade Payables 9 3,298,351,983 2,827,592,302 (c) Other Current Liabilities 10 1,982,957,046 7,520,276,661 (d) Short-Term Provisions 11 1,062,592,757 1,060,254,138

Total Equity & Liabilities 44,164,102,910 46,121,811,157

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 12 (i) Tangible Assets 25,329,592,672 21,823,617,027 (ii) Capital Work in progress 366,985,091 5,182,151,490


(2) Current Assets(a) Inventories 16 2,611,094,091 2,840,997,222 (b) Trade Receivables 17 6,207,928,424 6,224,234,018 (c) Cash and Bank Balances 18 245,990,952 527,561,198 (d) Short-Term Loans and Advances 19 2,087,077,731 2,206,649,353 (e) Other Current Assets 20 2,124,308,578 2,052,861,588

Total Assets 44,164,102,910 46,121,811,157


As at

`

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014

For the year ended S.No Particulars Note March 31, 2014 March 31, 2013

(`) (`)


Other Income 22 246,844,613 111,825,954

Total Revenue (I) 2,631,586,667 10,854,238,594

II Expenses:



Employee Benefit Expense 25 299,673,588 569,611,277

Finance Cost 26 3,624,480,046 2,666,878,781


Other Expenses 28 1,240,947,948 495,994,678


III (Loss) / Profit before tax (I - II) (6,851,095,406) 769,342,731

IV Tax expenses:


(2) Current tax - 153,900,000





(1) Basic (113.68) 8.12

(2) Diluted (113.68) 7.02


For the year ended









CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Particulars March 31, 2014 March 31, 2013

(`) (`)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items (6,851,095,406) 769,342,731

Adjustment for:

1. Depreciation 1,465,985,644 1,152,637,907

2. Deferred Revenue Expenditure 57,680,196 57,680,196

3. Investments (Interest Income) (21,908,655) (43,178,368)

4. Interest Expenditure 3,034,694,389 2,518,333,328

5. (Profit) / Loss on Sale of Fixed Assets - (38,650,430)

6. Bad Debts written off 91,035,683

7. Provision for Doubtful Debts 635,159,200

8. Fixed Assets w/off. 38,712,773 19,812,307

Operating Profit before Working Capital Charges (1,549,736,176) 4,435,977,671

1. Trade & Other Receivables (589,150,767) (936,640,049)

2. Inventories 229,903,131 (643,947,968)

3. Trade Payable & Provisions (5,012,480,091) 189,338,702

Cash Generation From Operations (6,921,463,902) 3,044,728,356

1. Interest paid (3,034,694,389) (2,518,333,328)

(9,956,158,291) 526,395,028

Cash Flow Before Extra Ordinary Items

1. Extraordinary items - (55,170)

Net cash From Operating Activities (9,956,158,291) 526,339,858

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets (net) (305,004,081) (5,466,184,006)

Interest Received 21,908,655 43,178,368

Purchase of Investments - (54)

Net Cash From Investing Activities (283,095,426) (5,423,005,692)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long and short term borrowings 9,957,683,471 4,525,715,981

Net cash flow from financing activities 9,957,683,471 4,525,715,981

Net Increase In cash and Cash Equivalents (281,570,246) (370,949,853)

Cash and cash equivalents at the beginning 527,561,198 898,511,051

Cash and cash equivalents at the closing 245,990,952 527,561,198

For and on behalf of the Board

Prem Singhee - Chairman & Managing Director

Padam Singhee - Joint Managing Director

Rajan Gupta - Chief Financial Officer

Vimal Chadha - Company Secretary

Auditors’ certificate

We have examined the attached cash flow statement of Shiv Vani Oil & Gas Exploration Services Ltd for the year ended 31st March, 2014. The Statement has been prepared by the Company in accordance with the requirements of the listing agreement clause 32 with the stock exchanges and in agreement with the corresponding Profit & Loss account and Balance Sheet of the Company covered by our report of even date to the members of the Company.

for Vijay Prakash Gupta & AssociatesChartered Accountants

Firm Reg.No. : 005570N

( Vikas Varshney)New DelhiSeptember 2, 2014

PartnerM.No. 510929



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014


(`) (`)



Adjustment for:

1. Depreciation 1,465,985,644 1,152,637,907




5. (Profit) / Loss on Sale of Fixed Assets - (38,650,430)

6. Bad Debts written off 91,035,683

7. Provision for Doubtful Debts 635,159,200



1. Trade & Other Receivables (589,150,767) (936,640,049)

2. Inventories 229,903,131 (643,947,968)



1. Interest paid (3,034,694,389) (2,518,333,328)

(9,956,158,291) 526,395,028


1. Extraordinary items - (55,170)

Net cash From Operating Activities (9,956,158,291) 526,339,858




Purchase of Investments - (54)






Cash and cash equivalents at the beginning 527,561,198 898,511,051

Cash and cash equivalents at the closing 245,990,952 527,561,198







We have examined the attached cash flow statement of Shiv Vani Oil & Gas Exploration Services Ltd for the year ended 31st March, 2014. The Statement has been prepared by the Company in accordance with the requirements of the listing agreement clause 32 with the stock exchanges and in agreement with the corresponding Profit & Loss account and Balance Sheet of the Company covered by our report of even date to the members of the Company.



( Vikas Varshney)New DelhiSeptember 2, 2014

PartnerM.No. 510929



Notes Forming Part of Financial Statements

1. Significant Accounting Policies:

1. Basis of preparation of financial statement

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities & Exchange Board of India.

2. Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets & liabilities and disclosure relating to contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the period.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of change in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made, if material, their effects are disclosed in the notes to the financial statements.

The management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceeds the carrying amount that would have been determined (net of any accumulated amortization).

3. Revenue Recognition

Revenue is primarily derived from oil & gas exploitation and other allied services. The same is accounted for by the Company on the basis of Gross value of work done.

Profit on sale of fixed assets / investments are recorded on transfer of title from the company and are determined as the difference between the sale price and carrying value of the fixed asset / investments.

Interest is recognized using the time-proportion method based on rates implicit in the transaction.

4. Provisions and Contingent liabilities

A provision is recognized if, as a result of a past event, the company has a present legal obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle obligation. Provisions are determined by the best estimate of the outflow benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provision for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

5. Fixed Assets and Capital work-in-progress

Fixed assets are stated at cost, less accumulated depreciation and impairments, if any. Direct costs are capitalized until fixed assets are ready for use. Borrowing costs directly attributable to acquisition or construction of fixed assets, which necessarily take a substantial period of time to get ready for their intended use, are capitalized. Capital work-in-progress

comprises outstanding advance paid to acquire fixed assets, and the cost of fixed assets that are not yet ready for their intended use at the reporting date.

6. Depreciation and amortization

Depreciation on fixed assets is provided on the straight-line method at the rate prescribed under Schedule XIV to the Companies Act, 1956. Depreciation for assets purchased / sold, impaired or discarded during a period is proportionately charged. Individual low cost assets (acquired for less than Rs. 5000/- ) are depreciated fully in the year of purchase.

7. Retirement & Other benefits to employees

Gratuity :

In accordance with the Payment of Gratuity Act, 1972, the company provides for gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment with the company subject to conditions specified in aforesaid act.

Provident Fund :

Eligible employees receive benefits of provident fund, which is a defined benefit plan. Both the employee and the Company makes monthly contribution to the provident fund plan equal to a specified percentage of the covered employee's salary. The rate at which the annual interest is payable to the beneficiaries is being administered by the government.

Compensated Absence :

The employees of the Company are entitled to compensate absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absence is measured based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expenses on non-accumulating compensated absences are recognized in the period in which the absences occur.

8. Foreign Currency Transactions

Investments in foreign entities are recorded at the exchange rate prevailing on the date of making the investment. Transactions in foreign currencies are recorded at the rates prevailing on the date of transaction.

Monetary items denominated in foreign currency are restated at the rate prevailing on the balance sheet date. Exchange difference arising on the settlement of monetary items or on reporting company's monetary items at rates different from those at which they were initially recorded during the year or reported in the previous financial statements, are recognized as income or expense in the year in which they arise except in case of long term liabilities ,where they related to acquisition of fixed assets ,in which case they are adjusted to the carrying cost of such assets .

9. Taxes

Tax expense comprises of current tax, related to earlier years & deferred tax.

Income tax is accrued in the same period that the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed, after considering tax allowances & exemption. Provisions are recorded when it is estimated that a liability due to disallowances or other is probable.

The difference that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of aggregate amount of timing difference. The tax effect is calculated on the accumulated timing difference at the end of an accounting period based on enacted or substantively enacted regulations. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.



Notes Forming Part of Financial Statements

1. Significant Accounting Policies:

1. Basis of preparation of financial statement

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities & Exchange Board of India.

2. Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets & liabilities and disclosure relating to contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the period.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of change in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made, if material, their effects are disclosed in the notes to the financial statements.

The management periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceeds the carrying amount that would have been determined (net of any accumulated amortization).

3. Revenue Recognition

Revenue is primarily derived from oil & gas exploitation and other allied services. The same is accounted for by the Company on the basis of Gross value of work done.

Profit on sale of fixed assets / investments are recorded on transfer of title from the company and are determined as the difference between the sale price and carrying value of the fixed asset / investments.

Interest is recognized using the time-proportion method based on rates implicit in the transaction.

4. Provisions and Contingent liabilities

A provision is recognized if, as a result of a past event, the company has a present legal obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle obligation. Provisions are determined by the best estimate of the outflow benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provision for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

5. Fixed Assets and Capital work-in-progress

Fixed assets are stated at cost, less accumulated depreciation and impairments, if any. Direct costs are capitalized until fixed assets are ready for use. Borrowing costs directly attributable to acquisition or construction of fixed assets, which necessarily take a substantial period of time to get ready for their intended use, are capitalized. Capital work-in-progress

comprises outstanding advance paid to acquire fixed assets, and the cost of fixed assets that are not yet ready for their intended use at the reporting date.

6. Depreciation and amortization

Depreciation on fixed assets is provided on the straight-line method at the rate prescribed under Schedule XIV to the Companies Act, 1956. Depreciation for assets purchased / sold, impaired or discarded during a period is proportionately charged. Individual low cost assets (acquired for less than Rs. 5000/- ) are depreciated fully in the year of purchase.

7. Retirement & Other benefits to employees

Gratuity :

In accordance with the Payment of Gratuity Act, 1972, the company provides for gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment with the company subject to conditions specified in aforesaid act.

Provident Fund :

Eligible employees receive benefits of provident fund, which is a defined benefit plan. Both the employee and the Company makes monthly contribution to the provident fund plan equal to a specified percentage of the covered employee's salary. The rate at which the annual interest is payable to the beneficiaries is being administered by the government.

Compensated Absence :

The employees of the Company are entitled to compensate absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absence is measured based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expenses on non-accumulating compensated absences are recognized in the period in which the absences occur.

8. Foreign Currency Transactions

Investments in foreign entities are recorded at the exchange rate prevailing on the date of making the investment. Transactions in foreign currencies are recorded at the rates prevailing on the date of transaction.

Monetary items denominated in foreign currency are restated at the rate prevailing on the balance sheet date. Exchange difference arising on the settlement of monetary items or on reporting company's monetary items at rates different from those at which they were initially recorded during the year or reported in the previous financial statements, are recognized as income or expense in the year in which they arise except in case of long term liabilities ,where they related to acquisition of fixed assets ,in which case they are adjusted to the carrying cost of such assets .

9. Taxes


Income tax is accrued in the same period that the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed, after considering tax allowances & exemption. Provisions are recorded when it is estimated that a liability due to disallowances or other is probable.

The difference that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of aggregate amount of timing difference. The tax effect is calculated on the accumulated timing difference at the end of an accounting period based on enacted or substantively enacted regulations. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.



Tax credit is recognized in respect of Minimum Alternate Tax ('MAT') as per the provisions of Section 115JAA of the Income Tax Act, 1961 based on convincing evidence that the Company will pay normal income tax within statutory time frame and is reviewed at each Balance Sheet date. The MAT credit is recognized as an asset in accordance with the recommendation provided in the Guidance Note issued by the Institute of Chartered Accountants of India.

10. Earning per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period adjusted for the effects of all dilutive potential equity shares.

11. Investments

Investments are classified as long term based on Management's intention at the time of purchase. Cost for overseas investment comprises the Indian Rupee value of the consideration paid for the investment translated at the exchange rate prevalent at the date of investment. Long-term investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.

12. Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimated the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit & loss account. If at the balance sheet date there is an indication that if a previously assessed impaired loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historic cost.

13. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax and extra ordinary items are adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of present or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.

14. Inventories

Stores, spares (consumable & capital) parts & other consumables are valued at cost on First-in-first-out basis.

15. Segment Data

The Company considers its principal activity of providing oil and natural gas exploration services to be a complete stsegment and all revenues for the year ended 31 March 2014 have been derived from this segment.

16. Borrowing Costs

Borrowing Cost that are directly attributable to the acquisition, construction or production of a qualifying asset, is capitalized as part of the cost of that asset in accordance with the Accounting Standard 16 on “Borrowing Costs”. Other borrowing costs are charged to revenue.

17. Events occurring after the Balance sheet date

Where material, events occurring after the date of the Balance Sheet are considered upto the date of approval of accounts by the Board of Directors.

Note Particulars As at 31st March

2014 2013

(`) (`)

2 Share Capital

(a) Authorized :7,00,00,000 (Previous Year 7,00,00,000)

Equity shares of Rs. 10/- each 700,000,000 700,000,0005,00,000 (Previous Year 5,00,000) 11%Redeemable Non Convertible Preference sharesof Rs. 100/- each 50,000,000 50,000,000

750,000,000 750,000,000

(b) Issued, Subscribed & Paid-up

4,63,60,501 Equity shares (Previous Year -

4,63,60,501) of Rs. 10/- each fully paid 463,605,010 463,605,010

463,605,010 463,605,010

(c) Terms / Rights attached to shares

The company has only one class of Equity Shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the board of Directors, if any, is subject to the approval of shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amount, in proportion to their shareholding.

(d) Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

Particulars 2013 - 14 2012 - 13

Shares as on 1st April 46,360,501 46,360,501

Add : Shares issued during the year - -

Less : Shares forfeited/bought back during the year - -

Shares as on 31st March 46,360,501 46,360,501

(e) 4,29,000 (Previous Year - 4,29,000) Equity shares of Rs. 10/- each are held by M/s. Shiv Vani Oil Services Limited (a wholly owned subsidiary company). This forms part of promoters holding.

(f) Details of shares held by share holders more than 5% of the aggregate shares in the company

Name of share holder As at As at 31st March 2014 31st March 2013

No of shares held No of shares held & % of holding & % of holding

No of shares held & % of holding

Templeton Strategic Emerging Markets Fund III LDC 37,07,895 37,07,895

8% holding 8% holding

(g) Information regarding issue of shares in the last five years

(a) The Company has not issued any shares without payment received in cash

(b) The Company has not issued any bonus shares

(c) The Company has not undertaken any buy back of shares



Tax credit is recognized in respect of Minimum Alternate Tax ('MAT') as per the provisions of Section 115JAA of the Income Tax Act, 1961 based on convincing evidence that the Company will pay normal income tax within statutory time frame and is reviewed at each Balance Sheet date. The MAT credit is recognized as an asset in accordance with the recommendation provided in the Guidance Note issued by the Institute of Chartered Accountants of India.

10. Earning per Share



11. Investments

Investments are classified as long term based on Management's intention at the time of purchase. Cost for overseas investment comprises the Indian Rupee value of the consideration paid for the investment translated at the exchange rate prevalent at the date of investment. Long-term investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.

12. Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimated the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit & loss account. If at the balance sheet date there is an indication that if a previously assessed impaired loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historic cost.

13. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax and extra ordinary items are adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of present or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.

14. Inventories

Stores, spares (consumable & capital) parts & other consumables are valued at cost on First-in-first-out basis.

15. Segment Data

The Company considers its principal activity of providing oil and natural gas exploration services to be a complete stsegment and all revenues for the year ended 31 March 2014 have been derived from this segment.

16. Borrowing Costs

Borrowing Cost that are directly attributable to the acquisition, construction or production of a qualifying asset, is capitalized as part of the cost of that asset in accordance with the Accounting Standard 16 on “Borrowing Costs”. Other borrowing costs are charged to revenue.

17. Events occurring after the Balance sheet date

Where material, events occurring after the date of the Balance Sheet are considered upto the date of approval of accounts by the Board of Directors.


2014 2013

(`) (`)

2 Share Capital

(a) Authorized :7,00,00,000 (Previous Year 7,00,00,000)

Equity shares of Rs. 10/- each 700,000,000 700,000,0005,00,000 (Previous Year 5,00,000) 11%Redeemable Non Convertible Preference sharesof Rs. 100/- each 50,000,000 50,000,000

750,000,000 750,000,000


4,63,60,501 Equity shares (Previous Year -

4,63,60,501) of Rs. 10/- each fully paid 463,605,010 463,605,010

463,605,010 463,605,010


The company has only one class of Equity Shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the board of Directors, if any, is subject to the approval of shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amount, in proportion to their shareholding.


Particulars 2013 - 14 2012 - 13









No of shares held & % of holding




(a) The Company has not issued any shares without payment received in cash

(b) The Company has not issued any bonus shares

(c) The Company has not undertaken any buy back of shares



2014 2013

(`) (`)

3 Reserves & Surplus

a) General ReserveBalance as per last account 3,000,000,000 460,000,000Add : Transferred from surplus - 40,000,000Add : Transferred from Debenture Redemption Reserve - 2,500,000,000

3,000,000,000 3,000,000,000b) Securities Premium Account

Balance as per last account 4,284,481,723 4,375,026,333Less : Premium for redemption of Debentures - (51,188,896)Less : Premium for redemption of FCCB (51,816,223) (39,355,714)

4,232,665,500 4,284,481,723

c) Capital Redemption ReserveBalance as per last account 50,000,000 50,000,000

d) Capital Reserve(On Equity Shares & Warrants Forfieture)

Balance as per last account 396,025,500 396,025,500e) Debenture Redemption Reserve

Balance as per last account - 2,500,000,000Less : Transferred to General Reserve - (2,500,000,000)

- -f) Surplus as per statement of Profit & Loss

Balance brought forward 2,069,497,284 1,732,954,323Add : Profit after tax for the year (5,270,236,198) 376,542,960Less : Transferred to General reserve - (40,000,000)

(3,200,738,914) 2,069,497,284

4 Long Term Borrowings

SecuredFrom CDR Lenders

From BanksIn Indian Currency

Term Loans 10,919,256,837 12,751,802,160Funded Interest Term Loans (FITL / WCTL) 2,151,255,026 -Priority Loans 525,900,000 -

In Foreign Currency - Term Loans 3,483,306,549 2,017,727,888

(A) 17,079,718,412 14,769,530,048

From Financial Institutions & OthersIn Indian Currency

Term Loans 3,960,236,654 3,534,810,708Funded Interest Term Loans (FITL) 408,775,972 -Priority Loans 72,976,000 -

(B) 4,441,988,626 3,534,810,708

A + B 21,521,707,038 18,304,340,756

Less : Current Maturities - 4,605,400,000

Sub balance (i) 21,521,707,038 13,698,940,756

Total 4,477,952,086 9,800,004,507



2014 2013

(`) (`)

From Non CDR LendersFrom Bank

In Indian Currency - Term Loans 1,742,477,825 1,469,375,000Less : Current Maturities - 165,600,000

Sub balance (ii) 1,742,477,825 1,303,775,000

Sub-total (a) 23,264,184,863 15,002,715,756

UnsecuredBonds

80,000 Bonds (P.Y. 80,000 Bonds ) 5% ForeignCurrency Convertible Bonds of USD 1000 each 3,728,742,500 3,728,742,500Add : Currency Translation 1,079,241,500 622,401,500

4,807,984,000 4,351,144,000

Others 510,000,000 518,300,000

Deferred Payment Liabilties(Vehicle Loan from ICICI Bank Ltd at 11.17% ofinterest rate. The company has issued post dated chequespayable at Rs. 19,932/- p.m. upto 01st May 2015) 259,837 457,824

Sub-total (b) 5,318,243,837 4,869,901,824

Total (a + b) 28,582,428,701 19,872,617,580

Details of Securities & Terms of repayment to Secured Long Term borrowings

The Corporate Debt Restructuring Empowered Group (CDR - EG) has approved CDR package. The CDR related documents have been executed and security creation stands completed except pledge of 17,97,003 equity shares of Promoters holdings.

Nature of Securities of Long Term Secured LoansRs. In Crores

Nature of Security*** Banks Financial TotalInstitution

Exclusive Charge on Plant & Machinery and Specific Assets 105.15 - 105.15 financed & pari passu charge on current assets of the company

First Pari passu Charge on the entire Fixed Assets of the 1,777.07 444.20 2,221.27 Company except assets exclusively charged & second chargeon Current assets of the company except for loans of Rs. 174.25 Crore on which Yes Bank Ltd has only first paripassu charge on the fixed assests

Total 1,882.22 444.20 2,326.42

*** In addition to above, borrowings (CDR lenders only) are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b) Pledge of the 96,04,753 Equity shares of company comprising of 61,61,900 Equity shares already pledged to the CDR lenders and

34,42,853 unencumbered shares of the promoters. In addition 30,00,000 Equity shares of the are already pledged with Non CDR lenders.

c) The lenders has right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group companies &

personal gurantees of promoter directors.

Company



2014 2013

(`) (`)

3 Reserves & Surplus

a) General ReserveBalance as per last account 3,000,000,000 460,000,000Add : Transferred from surplus - 40,000,000Add : Transferred from Debenture Redemption Reserve - 2,500,000,000

3,000,000,000 3,000,000,000b) Securities Premium Account

Balance as per last account 4,284,481,723 4,375,026,333Less : Premium for redemption of Debentures - (51,188,896)Less : Premium for redemption of FCCB (51,816,223) (39,355,714)

4,232,665,500 4,284,481,723

c) Capital Redemption ReserveBalance as per last account 50,000,000 50,000,000

d) Capital Reserve(On Equity Shares & Warrants Forfieture)

Balance as per last account 396,025,500 396,025,500e) Debenture Redemption Reserve

Balance as per last account - 2,500,000,000Less : Transferred to General Reserve - (2,500,000,000)

- -f) Surplus as per statement of Profit & Loss

Balance brought forward 2,069,497,284 1,732,954,323Add : Profit after tax for the year (5,270,236,198) 376,542,960Less : Transferred to General reserve - (40,000,000)

(3,200,738,914) 2,069,497,284

4 Long Term Borrowings

SecuredFrom CDR Lenders

From BanksIn Indian Currency

Term Loans 10,919,256,837 12,751,802,160Funded Interest Term Loans (FITL / WCTL) 2,151,255,026 -Priority Loans 525,900,000 -


(A) 17,079,718,412 14,769,530,048

From Financial Institutions & OthersIn Indian Currency

Term Loans 3,960,236,654 3,534,810,708Funded Interest Term Loans (FITL) 408,775,972 -Priority Loans 72,976,000 -

(B) 4,441,988,626 3,534,810,708

A + B 21,521,707,038 18,304,340,756


Sub balance (i) 21,521,707,038 13,698,940,756

Total 4,477,952,086 9,800,004,507



2014 2013

(`) (`)

From Non CDR LendersFrom Bank

In Indian Currency - Term Loans 1,742,477,825 1,469,375,000Less : Current Maturities - 165,600,000

Sub balance (ii) 1,742,477,825 1,303,775,000

Sub-total (a) 23,264,184,863 15,002,715,756

UnsecuredBonds

80,000 Bonds (P.Y. 80,000 Bonds ) 5% ForeignCurrency Convertible Bonds of USD 1000 each 3,728,742,500 3,728,742,500Add : Currency Translation 1,079,241,500 622,401,500

4,807,984,000 4,351,144,000

Others 510,000,000 518,300,000

Deferred Payment Liabilties(Vehicle Loan from ICICI Bank Ltd at 11.17% ofinterest rate. The company has issued post dated chequespayable at Rs. 19,932/- p.m. upto 01st May 2015) 259,837 457,824

Sub-total (b) 5,318,243,837 4,869,901,824

Total (a + b) 28,582,428,701 19,872,617,580

Details of Securities & Terms of repayment to Secured Long Term borrowings

The Corporate Debt Restructuring Empowered Group (CDR - EG) has approved CDR package. The CDR related documents have been executed and security creation stands completed except pledge of 17,97,003 equity shares of Promoters holdings.

Nature of Securities of Long Term Secured LoansRs. In Crores

Nature of Security*** Banks Financial TotalInstitution

Exclusive Charge on Plant & Machinery and Specific Assets 105.15 - 105.15 financed & pari passu charge on current assets of the company

First Pari passu Charge on the entire Fixed Assets of the 1,777.07 444.20 2,221.27 Company except assets exclusively charged & second chargeon Current assets of the company except for loans of Rs. 174.25 Crore on which Yes Bank Ltd has only first paripassu charge on the fixed assests

Total 1,882.22 444.20 2,326.42

*** In addition to above, borrowings (CDR lenders only) are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b) Pledge of the 96,04,753 Equity shares of company comprising of 61,61,900 Equity shares already pledged to the CDR lenders and

34,42,853 unencumbered shares of the promoters. In addition 30,00,000 Equity shares of the are already pledged with Non CDR lenders.

c) The lenders has right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group companies &

personal gurantees of promoter directors.

Company


Terms of Repayment of Long Term Secured LoansRs. In Crores

Particulars Rate of Interest 1-2 Years 2-3 Years 3-4 Years Beyond 4 Totalyears

Rupee Term Loans, FITL & WCTL from banks 11% 29.81 76.13 122.45 1078.67 1307.05

Rupee Priority Loans from Bank 12% 10.52 10.52 10.52 21.04 52.59

Rupee Loans from Bank - Non CDR Lender 11.60% - 14.00% 0.00 6.97 13.94 153.34 174.25

Foreign Currency Term Loans from banks 2.50% - 5.51% 0.00 13.93 27.87 306.53 348.33

Rupee Term Loans, FITL & WCTL from 11% 17.36 31.00 44.64 343.90 436.90Financial Institutions & Others

Rupee Priority Loan from Financial 12% 1.46 1.46 1.46 2.92 7.30Institutions & Others

Total 59.14 140.01 220.87 1906.39 2326.42

Nature of Securities, terms of repayment & rate of interest on Long Term Secured Loans in respect of the previous year have not been specified in view of the approval of the CDR package during the current year resulting in change in nature of securities & repayment terms.

Nature of Security and terms of repayment of Long Term Unsecured Loan - Bonds

a) During the year ended 31st March 2011, the company has issued 80,000 - 5% Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating to US $ 80 million. These bonds are convertible at the option of the Bond Holders into equity shares of Rs.10 each fully paid up at the conversion price of Rs. 515.60 per share calculated at a fixed rate of exchange of Rs. 47.08 for US $ 1 prior to the close of the business hours on 17th August 2015.

As on the date of balance sheet FCCB for US $ 80 Million were outstanding.

Upon conversion of all the bonds into equity shares, the Share Capital of the company will increase by 73,04,888 Shares subject to adjusments upon occurrence of certain events.

Unless previously converted, the Bonds shall be redeemable on or before 17th August 2015 at 104.22% of their principal amount. The redemption value of these Bonds as on 31st March, 2014 was 103.01% (Previous year - 102.13%)

b) Pending utilization of the issue proceeds of Foreign Currency Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year Rs. 0.65 Crores) is lying in Foreign Currency Current and Deposit Accounts. During the current & previous year no amount, out of issue proceeds, have been utilized for financing capital expenditure or for Loans to Subsidiary Companies for repayment of foreign currency loans availed by them.

c) However, on account of non payment of interest on Foreign Currency Convertible Bonds, a winding up petition u/s. 434 of The Companies Act, 1956 has been filed against the company by the Trustee i.e. Citi Corp on behalf of bond holders before The Hon’ble High Court of Delhi by applying the accelerated clause of the offer document. The said petition is being heard by the The Hon’ble High Court of Delhi. In the mean time the trustee also filed a recovery case against the company for USD 84.01 Million towards the accelerated amount of the bonds & interest thereon with The Queens’s Court, London. The Court has passed the judgment against the company. Accordingly the trustee has filed a petition in Hon’ble Delhi High Court seeking execution of Judgment passed by London Court. The Company is contesting the winding up petition and execution petition.



2014 2013

(`) (`)

5 Deferred Tax Liabilities (Net)

Deferred Tax liability for the period ended March 31, 2014has been provided on the estimated tax computation for the year.

As per last account 1,716,640,182 1,676,658,503

Add : Transferred from statement of profit & loss (1,580,859,208) 39,981,679

Closing Balance 135,780,974 1,716,640,182

6 Other Long Term Liabilties

Retention Money 3,971,897 2,765,941Deposits from parties 1,191,528 1,191,528

5,163,425 3,957,469

7 Long term Provisions

Provision for Employees Benefit 2,012,754 3,293,708Provision for redemption premium (FCCB) 144,691,831 92,875,608

146,704,585 96,169,316

8 Short term borrowingsSecuredCash Credit Loans - from Banks 3,167,115,684 2,513,876,340

Disclosure of Securities :Working capital loans from banks are secured by way of first pari passu charges on current assets of the company & further secured by way of second pari passu charge on fixed assets of the company excluding assets exclusively charged. In addition to above, the borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b)

c) The lenders had right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group

companies & personal guarantees of promoter directors.

Unsecured

From Others repayable on demand[ Rate of Interest - 16% p.a. (P.Y. Nil) ] 59,211,838 -

From Others repayable on demand[ Rate of Interest - Nil (P.Y. Nil) ] 779,292,936 -

Overdraft from Bank repayable on demand[ Rate of Interest - 11% p.a. (P.Y. - 12% p.a. ) ] 2,945,885 246,817,652

4,008,566,343 2,760,693,992

Pledge of the 96,04,753 Equity shares of company comprising of 61,61,900 Equity shares already pledged to the CDR lenders and 34,42,853 unencumbered shares of the promoters. In addition 30,00,000 Equity shares of the Company are already pledged with Non CDR lenders.


Terms of Repayment of Long Term Secured LoansRs. In Crores

Particulars Rate of Interest 1-2 Years 2-3 Years 3-4 Years Beyond 4 Totalyears

Rupee Term Loans, FITL & WCTL from banks 11% 29.81 76.13 122.45 1078.67 1307.05

Rupee Priority Loans from Bank 12% 10.52 10.52 10.52 21.04 52.59

Rupee Loans from Bank - Non CDR Lender 11.60% - 14.00% 0.00 6.97 13.94 153.34 174.25

Foreign Currency Term Loans from banks 2.50% - 5.51% 0.00 13.93 27.87 306.53 348.33

Rupee Term Loans, FITL & WCTL from 11% 17.36 31.00 44.64 343.90 436.90Financial Institutions & Others

Rupee Priority Loan from Financial 12% 1.46 1.46 1.46 2.92 7.30Institutions & Others

Total 59.14 140.01 220.87 1906.39 2326.42

Nature of Securities, terms of repayment & rate of interest on Long Term Secured Loans in respect of the previous year have not been specified in view of the approval of the CDR package during the current year resulting in change in nature of securities & repayment terms.

Nature of Security and terms of repayment of Long Term Unsecured Loan - Bonds

a) During the year ended 31st March 2011, the company has issued 80,000 - 5% Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating to US $ 80 million. These bonds are convertible at the option of the Bond Holders into equity shares of Rs.10 each fully paid up at the conversion price of Rs. 515.60 per share calculated at a fixed rate of exchange of Rs. 47.08 for US $ 1 prior to the close of the business hours on 17th August 2015.

As on the date of balance sheet FCCB for US $ 80 Million were outstanding.

Upon conversion of all the bonds into equity shares, the Share Capital of the company will increase by 73,04,888 Shares subject to adjusments upon occurrence of certain events.

Unless previously converted, the Bonds shall be redeemable on or before 17th August 2015 at 104.22% of their principal amount. The redemption value of these Bonds as on 31st March, 2014 was 103.01% (Previous year - 102.13%)

b) Pending utilization of the issue proceeds of Foreign Currency Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year Rs. 0.65 Crores) is lying in Foreign Currency Current and Deposit Accounts. During the current & previous year no amount, out of issue proceeds, have been utilized for financing capital expenditure or for Loans to Subsidiary Companies for repayment of foreign currency loans availed by them.

c) However, on account of non payment of interest on Foreign Currency Convertible Bonds, a winding up petition u/s. 434 of The Companies Act, 1956 has been filed against the company by the Trustee i.e. Citi Corp on behalf of bond holders before The Hon’ble High Court of Delhi by applying the accelerated clause of the offer document. The said petition is being heard by the The Hon’ble High Court of Delhi. In the mean time the trustee also filed a recovery case against the company for USD 84.01 Million towards the accelerated amount of the bonds & interest thereon with The Queens’s Court, London. The Court has passed the judgment against the company. Accordingly the trustee has filed a petition in Hon’ble Delhi High Court seeking execution of Judgment passed by London Court. The Company is contesting the winding up petition and execution petition.



2014 2013

(`) (`)

5 Deferred Tax Liabilities (Net)




Closing Balance 135,780,974 1,716,640,182


Retention Money 3,971,897 2,765,941Deposits from parties 1,191,528 1,191,528

5,163,425 3,957,469


Provision for Employees Benefit 2,012,754 3,293,708Provision for redemption premium (FCCB) 144,691,831 92,875,608

146,704,585 96,169,316

8 Short term borrowingsSecuredCash Credit Loans - from Banks 3,167,115,684 2,513,876,340

Disclosure of Securities :Working capital loans from banks are secured by way of first pari passu charges on current assets of the company & further secured by way of second pari passu charge on fixed assets of the company excluding assets exclusively charged. In addition to above, the borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b)

c) The lenders had right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group

companies & personal guarantees of promoter directors.

Unsecured

From Others repayable on demand[ Rate of Interest - 16% p.a. (P.Y. Nil) ] 59,211,838 -

From Others repayable on demand[ Rate of Interest - Nil (P.Y. Nil) ] 779,292,936 -

Overdraft from Bank repayable on demand[ Rate of Interest - 11% p.a. (P.Y. - 12% p.a. ) ] 2,945,885 246,817,652

4,008,566,343 2,760,693,992



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2014 2013

(`) (`)

9 Trade & Other Payables

Total outstanding due to :

Micro, Small & Medium Enterprises * - -

Advance from Customer 1,574,760 32,435,922

Other Payables ** 3,296,777,223 2,795,156,380

3,298,351,983 2,827,592,302

* As per information available with the company

** Includes Rs. 62.05 Crores (P.Y - Rs. 57.23 Crores) due to Subsidaries.

10 Other Current Liabilties

Current Maturities of Long Term loans - 4,771,000,000

Interest accrued on borrowings 119,994,363 598,243,702

Unpaid Dividend 4,633,028 4,652,892

Other liabilties ** 1,858,329,655 2,146,380,067

1,982,957,046 7,520,276,661

** Includes Rs. 0.03 Crores (P.Y. - Nil) due to Subsidary.

11 Short Term Provisions

Gratuity (Funded) 49,731,925 47,393,306

Provision for Income Tax 1,005,340,000 1,005,340,000

Others 7,520,832 7,520,832

1,062,592,757 1,060,254,138



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2014 2013

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Micro, Small & Medium Enterprises * - -


Other Payables ** 3,296,777,223 2,795,156,380

3,298,351,983 2,827,592,302


** Includes Rs. 62.05 Crores (P.Y - Rs. 57.23 Crores) due to Subsidaries.


Current Maturities of Long Term loans - 4,771,000,000



Other liabilties ** 1,858,329,655 2,146,380,067

1,982,957,046 7,520,276,661

** Includes Rs. 0.03 Crores (P.Y. - Nil) due to Subsidary.


Gratuity (Funded) 49,731,925 47,393,306


Others 7,520,832 7,520,832

1,062,592,757 1,060,254,138




2014 2013

(`) (`)

14 Long-term Loans and Advances

a) Capital Advances

Unsecured - considered good 1,627,750,886 2,765,177,249

b) Security Deposits

Unsecured - considered good 91,742,506 92,304,512

c) Loans & Advances

Unsecured - considered good to Subsidaries 2,630,963,590 1,508,129,696

4,350,456,982 4,365,611,457

15 Other Non-Current assets

Credit Entitlement of Minimum Alternate Tax (MAT) 242,010,649 242,010,649

Others 29,864,497 87,323,912

271,875,146 329,334,561

16 Inventories

Stores, Spares, Consumables & Chemicals - At cost 2,574,809,898 2,804,147,672

Value of Incompleted jobs on estimated cost 30,099,823 30,099,823

Scrap - At realisable value 3,325,000 3,776,248

Goods in Transit - At cost 2,859,370 2,973,479

2,611,094,091 2,840,997,222

17 Trade Receviables

(Unsecured - Considered good)

Outstanding for a period exceeding six months 6,348,476,393 2,165,194,289

Less : Provision for Doubtful Debts (635,159,200) -

5,713,317,193 2,165,194,289

Others 494,611,231 4,059,039,729

6,207,928,424 6,224,234,018

18 Cash & Bank Balances

a) Cash & Cash Equivalents

Cash in Hand 2,021,875 4,604,595

Current accounts with banks in Indian Rupees 35,000,100 64,446,361

Current accounts with banks in Foreign Currency 5,906,786 5,346,472

Sub - total (a) 42,928,761 74,397,428

13 Non-current investments

As at 31st March

2014 2013

In Equity shares - Unquoted - Trade Face Paid Nos. Amount Face Paid Nos. AmountValue up in INR Value up in INR

a) Investment in Subsidaries (At Cost)

Shiv Vani Oil & Gas Co. LLC, Oman OMR 1 Fully 495,000 57,795,111 OMR 1 Fully 495,000 57,795,111

Oriental Oil & Natural Gas Ltd., Mauritius USD 1 Fully 34,000 1,536,150 USD 1 Fully 34,000 1,536,150

Natural Oil & Gas Services Ltd., Mauritius USD 1 Fully 1 51 USD 1 Fully 1 51

Shiv Vani Singapore PTE Ltd., Singapore SGD 1 Fully 100 3,103 SGD 1 Fully 100 3,103

Global Exploration PTE Ltd., Singapore SGD 1 Fully 1 54 SGD 1 Fully 1 54

Shiv Vani Oil Services Ltd., India Rs. 10 Fully 1,000,000 10,000,000 Rs. 10 Fully 1,000,000 10,000,000

TNG Shiv Geo Services Ltd., India Rs. 10 Fully 25,500 255,000 Rs. 10 Fully 25,500 255,000

Shiv Vani Energy Ltd., India Rs. 10 Fully 50,000 500,000 Rs. 10 Fully 50,000 500,000

Shiv Vani Infra Ltd., India Rs. 10 Fully 50,000 500,000 Rs. 10 Fully 50,000 500,000

Total (A) 70,589,469 70,589,469

b) Investments in Others (At Cost)

Equipment Conductors & Cables Ltd., India Rs. 10 Fully 4,300 43,000 Rs. 10 Fully 4,300 43,000

Neutral Enginners Ltd., India Rs. 10 Fully 110,000 1,100,000 Rs. 10 Fully 110,000 1,100,000

Parasram Puria Synthetics Ltd., India ** Rs. 10 Partly 5,000 25,000 Rs. 10 Partly 5,000 25,000

Om Shivay Real Estate Pvt. Ltd., India Rs. 10 Fully 180,000 1,800,000 Rs. 10 Fully 180,000 1,800,000

Immortal Vintrade Pvt. Ltd., India Rs. 10 Fully 2,600 26,000 Rs. 10 Fully 2,600 26,000

Total (B) 2,994,000 2,994,000

** The shares are partly paid-up of Rs. 5/- each

Total of investment in equity shares (C) (A + B) 73,583,469 73,583,469

In Redeemable Preference shares - Unquoted - Trade

a) Investment in Subsidiary (At Cost)

Natural Oil & Gas Services Ltd., Mauritius USD 1 Fully 1,140,000 492,709,774 USD 1 Fully 1,140,000 492,709,774

Total of investment in preference shares (D) 492,709,774 492,709,774

In Units of Mutual Funds - Quoted - Trade

SBI Magnum Balance Fund - Regular

Plan - Growth (at Cost) - - 39,872 2,500,000 - - 39,872 2,500,000

Total of investment in Mutual fund (E) 2,500,000 2,500,000

Total Non Current Investments (C + D + E) 568,793,243 568,793,243

Book value Market Value Book value Market Value

Aggregate of Quoted Investment 2,500,000 2,636,061 2,500,000 2,174,185

Aggregate of Unquoted Investments 566,293,243 - 566,293,243 -

568,793,243 2,636,061 568,793,243 2,174,185




2014 2013

(`) (`)


a) Capital Advances




c) Loans & Advances

Unsecured - considered good to Subsidaries 2,630,963,590 1,508,129,696

4,350,456,982 4,365,611,457



Others 29,864,497 87,323,912

271,875,146 329,334,561

16 Inventories





2,611,094,091 2,840,997,222




Less : Provision for Doubtful Debts (635,159,200) -

5,713,317,193 2,165,194,289

Others 494,611,231 4,059,039,729

6,207,928,424 6,224,234,018



Cash in Hand 2,021,875 4,604,595



Sub - total (a) 42,928,761 74,397,428

13 Non-current investments

As at 31st March

2014 2013

In Equity shares - Unquoted - Trade Face Paid Nos. Amount Face Paid Nos. AmountValue up in INR Value up in INR

a) Investment in Subsidaries (At Cost)

Shiv Vani Oil & Gas Co. LLC, Oman OMR 1 Fully 495,000 57,795,111 OMR 1 Fully 495,000 57,795,111

Oriental Oil & Natural Gas Ltd., Mauritius USD 1 Fully 34,000 1,536,150 USD 1 Fully 34,000 1,536,150

Natural Oil & Gas Services Ltd., Mauritius USD 1 Fully 1 51 USD 1 Fully 1 51

Shiv Vani Singapore PTE Ltd., Singapore SGD 1 Fully 100 3,103 SGD 1 Fully 100 3,103

Global Exploration PTE Ltd., Singapore SGD 1 Fully 1 54 SGD 1 Fully 1 54

Shiv Vani Oil Services Ltd., India Rs. 10 Fully 1,000,000 10,000,000 Rs. 10 Fully 1,000,000 10,000,000

TNG Shiv Geo Services Ltd., India Rs. 10 Fully 25,500 255,000 Rs. 10 Fully 25,500 255,000

Shiv Vani Energy Ltd., India Rs. 10 Fully 50,000 500,000 Rs. 10 Fully 50,000 500,000

Shiv Vani Infra Ltd., India Rs. 10 Fully 50,000 500,000 Rs. 10 Fully 50,000 500,000

Total (A) 70,589,469 70,589,469

b) Investments in Others (At Cost)






Total (B) 2,994,000 2,994,000



In Redeemable Preference shares - Unquoted - Trade

a) Investment in Subsidiary (At Cost)

Natural Oil & Gas Services Ltd., Mauritius USD 1 Fully 1,140,000 492,709,774 USD 1 Fully 1,140,000 492,709,774



SBI Magnum Balance Fund - Regular

Plan - Growth (at Cost) - - 39,872 2,500,000 - - 39,872 2,500,000

Total of investment in Mutual fund (E) 2,500,000 2,500,000





568,793,243 2,636,061 568,793,243 2,174,185



Note Particulars For the year ended on

31st March, 2014 31st March, 2013

(`) (`)

21 Revenue from Operations

Operating Revenue 2,384,742,054 10,742,412,640

2,384,742,054 10,742,412,640

22 Other Income

Interest Income 21,908,655 43,178,368

Profit on sale of fixed assets - 37,014,730

Exchange Gain - net (other than considered as finance cost) 218,894,321 8,707,744

Other non operating income 6,041,637 22,925,112

246,844,613 111,825,954

23 Cost of Material Consumed

Stores, Spares, Consumables & Chemicals 634,262,730 1,222,008,636

Oils & Lubricants 404,337,012 608,601,848

1,038,599,742 1,830,610,484

24 Operational Expenses

Rigs Rental to Subsidary Companies 392,522,555 897,378,472

Repairs & Maintenance (Plant & Machinery ) 14,001,248 104,374,295

Other Operation Expenses 1,348,791,106 2,309,729,773

1,755,314,909 3,311,482,540

25 Employement Benefit Expenses

Salaries, Wages, Remuneration, Bonus, Gratutity, other benefits etc. 285,228,545 526,374,883

Contribution to Provident fund and other funds 6,636,548 25,676,430

Workmen & Staff welfare expenses 7,808,495 17,559,964

299,673,588 569,611,277

26 Finance Cost

Interest Expenses 2,903,866,332 2,271,001,469

Others 130,828,057 247,331,859

Applicable net gain/loss on foreign currencytransactions and translations 589,785,657 148,545,453

3,624,480,046 2,666,878,781

27 Depreciation and Amortization Expenses

Depreciation on assets 1,465,985,644 1,152,637,907

Amortization 57,680,196 57,680,196

1,523,665,840 1,210,318,103


2014 2013

(`) (`)

b) Other Bank Balances

Earmarked balances with banks 67,757 67,759

Unclaimed dividend account 4,634,028 4,653,892

Bank deposits with maturity less than 3 months at inception ** 0 205,598,681

Bank deposits with maturity more than 3 months 77,180,127 9,608,334but less than 12 months at inception **

Bank deposits with maturity more than 3 months 1,277,300 1,146,258but less than 12 months at inception - Foreign Currency

Bank deposits with maturity more than 12 months at inception ** 119,902,979 232,088,846

Sub - total (b) 203,062,191 453,163,770

Total (a + b) 245,990,952 527,561,198

** Includes deposits of Rs. 19,70,83,106/- (P.Y. Rs. 94,72,95,861/-)are under lien as margin for bank gurantees and other comittments.

19 Short Term Loans & Advances

Secured

Advances and other Receivables - 1,360,600

Unsecured - considered good

Advances and other Receivables 662,323,280 818,812,248

Others 1,424,754,451 1,386,476,505

2,087,077,731 2,206,649,353

20 Other Current Assets

Income tax deducted at Source & taxes paid 1,565,400,183 1,513,412,192

Works Contract Tax 21,209,906 10,105,988

Prepaid Expenses 9,692,658 32,139,770

Others 528,005,831 497,203,638

2,124,308,578 2,052,861,588





(`) (`)



2,384,742,054 10,742,412,640

22 Other Income

Interest Income 21,908,655 43,178,368

Profit on sale of fixed assets - 37,014,730



246,844,613 111,825,954



Oils & Lubricants 404,337,012 608,601,848

1,038,599,742 1,830,610,484


Rigs Rental to Subsidary Companies 392,522,555 897,378,472



1,755,314,909 3,311,482,540





299,673,588 569,611,277

26 Finance Cost


Others 130,828,057 247,331,859


3,624,480,046 2,666,878,781



Amortization 57,680,196 57,680,196

1,523,665,840 1,210,318,103


2014 2013

(`) (`)




Bank deposits with maturity less than 3 months at inception ** 0 205,598,681




Sub - total (b) 203,062,191 453,163,770

Total (a + b) 245,990,952 527,561,198

** Includes deposits of Rs. 19,70,83,106/- (P.Y. Rs. 94,72,95,861/-)are under lien as margin for bank gurantees and other comittments.


Secured



Advances and other Receivables 662,323,280 818,812,248

Others 1,424,754,451 1,386,476,505

2,087,077,731 2,206,649,353





Others 528,005,831 497,203,638

2,124,308,578 2,052,861,588





(`) (`)

28 Other Expenses

Rent 28,940,377 50,051,305

Repair & Maintenance - Others 15,254,517 19,394,565

Insurance 5,080,662 19,230,357

Rates & Taxes 4,317,458 7,047,308

Legal & Professional charges 71,208,580 79,560,607

Travelling & Conveyance 47,317,298 83,833,156

Charity & Donations 35,100 527,384

Director’s Fees 390,000 730,000

Auditors Remuneration

For Audit fee 3,750,000 3,750,000

For Consolidated Audit fee 50,000 50,000

For Tax Audit fee 250,000 250,000

For Other Matters 2,270,000 2,440,000

Loss on Abandoned Project 147,978,771 -

Provision for Doubtful Debts 635,159,200 -

Miscellaneous Expenditure 278,945,985 229,129,996

1,240,947,948 495,994,678

29. Going Concern : Losses for the current year has resulted in substantial erosion in net worth of the Company. However,

the financial statements have been prepared on a going concern basis on the strength of continued support of the promoters, bankers / other lenders. The scheme of restructuring of Company’s debts with its bankers has been approved under Corporate Debt Restructuring Cell (CDR) mechanism in its meeting held on 24/01/2014 as per LOA dated 28/02/2014 which has been implemented after complying all the conditions stipulated therein. The management, considering the future plans for operations and support of the promoters, lenders, business associates and workmen, is hopeful of improved profitability in subsequent years leading to improvement in its financial position.

30. During the year, the Company filed a writ petition before The Hon’ble Delhi High Court seeking directions to the Service Tax Department for lifting the attachment on receivables of the Company against outstanding dues of Service tax. The Hon’ble High Court vide its ordered dated 28-May-2014 lifted the attachment and directed that an amount equivalent to 1/3 of all receipts from the clients shall be paid to Service Tax department against the outstanding dues and balance shall be available to the Company for its own use. In the meantime, the Company has received the show cause notice from the Service Tax Department which is pending for adjudication.

31 Contingent Liabilities not provided for in respect of Amount in (`)

31st March-14 31st March-13

1 Amount unpaid on Investment in Shares:- 35,000 35,000

- 5,0000 Equity Shares of Parasrampuria Synthetics Ltd.

2 Counter Guarantees given in respect of Guarantees Issued 2,613,500,000 3,086,245,009by the Company’s bankers to Oil & Natural Gas Corpn. Ltd(ONGC) and Oil India Ltd (OIL) & other parties

3 Un-expired Letters of Credit Nil 7,193,719

4 Corporate Guarantees given to Financial Institutions / Banks 5,702,060,022 5,024,858,615for securing financial assistance

5 Estimated Value of Capital Commitments (Net of advances) 500,030,336 1,611,801,669

6 Disputed claims/levies (excluding interest if any) in respect of:

a Sales Tax demands (*) 1,240,768 1,240,768

* To be adjusted against refund granted for Rs.1.34 Crores

b Customs Duty 1,250,000 1,250,000

c Service Tax Demand 797,450,635 479,531,062

d Income Tax 338,567,479 339,017,125

7 Cases Pending in Court 24,403,782 3,924,000

8 Overdue Interest on FCCB Interest 88,34,671 Nil

9 Interest 998,51,065 Nil

32 Other Commitments

Lease rental commitments 162,269,460 768,667,283

Export obligation under EC 652,707,027 249,136,171

Directors’ Remuneration

(No remuneration is to be paid to Directors & their relatives fromthe current year as stipulated in CDR Scheme) Nil 95,000,000

33 External Commercial Borrowings Outstanding

ICICI (44 M) US$ 1,05,14,94,621 1,169,232,889

34 C.I.F Value of Imports

Stores, Spares & Chemicals 13,660,796 619,512,278

Capital Goods 289,623,023 65,345,000

Goods in Transit 2,030,471 Nil





(`) (`)

28 Other Expenses

Rent 28,940,377 50,051,305

Repair & Maintenance - Others 15,254,517 19,394,565

Insurance 5,080,662 19,230,357

Rates & Taxes 4,317,458 7,047,308

Legal & Professional charges 71,208,580 79,560,607

Travelling & Conveyance 47,317,298 83,833,156

Charity & Donations 35,100 527,384

Director’s Fees 390,000 730,000

Auditors Remuneration

For Audit fee 3,750,000 3,750,000

For Consolidated Audit fee 50,000 50,000

For Tax Audit fee 250,000 250,000

For Other Matters 2,270,000 2,440,000

Loss on Abandoned Project 147,978,771 -

Provision for Doubtful Debts 635,159,200 -

Miscellaneous Expenditure 278,945,985 229,129,996

1,240,947,948 495,994,678

29. Going Concern : Losses for the current year has resulted in substantial erosion in net worth of the Company. However,

the financial statements have been prepared on a going concern basis on the strength of continued support of the promoters, bankers / other lenders. The scheme of restructuring of Company’s debts with its bankers has been approved under Corporate Debt Restructuring Cell (CDR) mechanism in its meeting held on 24/01/2014 as per LOA dated 28/02/2014 which has been implemented after complying all the conditions stipulated therein. The management, considering the future plans for operations and support of the promoters, lenders, business associates and workmen, is hopeful of improved profitability in subsequent years leading to improvement in its financial position.

30. During the year, the Company filed a writ petition before The Hon’ble Delhi High Court seeking directions to the Service Tax Department for lifting the attachment on receivables of the Company against outstanding dues of Service tax. The Hon’ble High Court vide its ordered dated 28-May-2014 lifted the attachment and directed that an amount equivalent to 1/3 of all receipts from the clients shall be paid to Service Tax department against the outstanding dues and balance shall be available to the Company for its own use. In the meantime, the Company has received the show cause notice from the Service Tax Department which is pending for adjudication.








5 Estimated Value of Capital Commitments (Net of advances) 500,030,336 1,611,801,669




b Customs Duty 1,250,000 1,250,000


d Income Tax 338,567,479 339,017,125





Lease rental commitments 162,269,460 768,667,283

Export obligation under EC 652,707,027 249,136,171

Directors’ Remuneration

(No remuneration is to be paid to Directors & their relatives fromthe current year as stipulated in CDR Scheme) Nil 95,000,000


ICICI (44 M) US$ 1,05,14,94,621 1,169,232,889

34 C.I.F Value of Imports

Stores, Spares & Chemicals 13,660,796 619,512,278

Capital Goods 289,623,023 65,345,000

Goods in Transit 2,030,471 Nil



Amount in (`)


35 Expenditure in Foreign Currency

Rig Rental Charges 392,522,555 897,378,471Interest- Capital nature Nil 221,358,425- Others 318,962,981 158,780,862Legal & Professional Fees 4,232,422 1,377,688Travelling Expenses 998,715 2,935,080Freight & Other Expenses 17,667,178 NilBusiness Promotion Expenses Nil 1,463,737Contract Expenses 2,958,617 70,195,409

36 Earnings in Foreign Currency


Sale of goods 246,253 45,927,302


37 Information pursuant to clause 32 of the listing agreement with Stock Exchanges

Details of Loans & advances in the nature of interest free loans to wholly owned subsidiary Companies with no specified payment schedules

Amount in (`)


Name of Company Amount Max. Amount Amount Max. AmountDue(Net) during the year Due(Net) during the year

Shiv Vani Oil & Gas Co. LLC, Oman 110,844,937 118,492,724 100,786,724 103,046,380 Oriental Oil & Gas Services Ltd., Mauritius - 75,290,086 - 74,192,828 Natural Oil & Gas Services Ltd., Mauritius - 230,580,997 - 329,787,283 Shiv Vani Singapore Pte Ltd., Singapore 1,296,218,960 1,313,886,138 401,706,926 401,706,926 Global Exploration Pte Ltd, Singapore 434,374,057 449,847,719 387,600,919 387,600,919 Shiv Vani Oil Services Ltd., India (271,611) 49,525 49,525 49,525 TNG Shiv Geo Services Ltd., India 43,276 43,276 40,776 40,776 Shiv Vani Energy Ltd., India 592,725,839 603,118,434 602,918,434 612,365,316 Shiv Vani Infra Ltd., India 15,026,392 15,026,392 15,026,392 15,026,392 Total 2,448,961,850 2,806,335,291 1,508,129,696 1,896,816,345

38 RELATED PARTY DISCLOSURE

The following is the list of related parties & the relationship therewith:

SubsidiaryShiv Vani Oil & Gas Co. LLC, OmanOriental Oil & Gas Services Ltd, Mauritius Shiv Vani Oil Services Ltd. India TNG Shiv Geo Services Ltd, India Shiv Vani Singapore PTE. Ltd, Singapore

Natural Oil & Gas Services Ltd, MauritiusShiv Vani Energy Limited, IndiaShiv Vani Infra Ltd, IndiaGlobal Exploration Pte Ltd, Singapore

Key Management Personnel, Relative of Key Management Personnel having control or significant influence over the Company by reason of voting power

Prem Singhee (Chairman and Managing Director)Padam Singhee (Joint Managing Director )Prakash Singhee (Brother of CMD & JMD)Mayank Singhee (Vice President of the company and Son of CMD)Chimanlal Singhee (Father of Prem Singhee, Padam Singhee & Prakash Singhee ) Gayatridevi Singhee (Mother of Prem Singhee, Padam Singhee & Prakash Singhee )Madhuri Singhee (Spouse of Prem Singhee)Vandana Singhee (Spouse of Padam Singhee)

39 The Company has the following transactions with related parties

Amount in (`)

Name of Party Description of March-14 March-13Transaction

Shiv Vani Oil & Gas Co. LLC, Oman Loan given /(Loan Received back ) 10,058,213 88,343,891

Oriental Oil & Gas services Ltd., Mauritius Lease Rent 109,011,240 135,359,325Loan given / Nil 112,870,491(Loan Received back )

Natural Oil & Gas Services Ltd., Mauritius Lease Rent 283,511,315 762,019,156 Loan given / Nil (146,257,900)(Loan Received back )

Shiv Vani Oil Services Ltd., India Advance (Net) (271,611) 17,500 TNG Shiv Geo Services Ltd., India Advance 2,500 19,750 Shiv Vani Energy Ltd., India Loan given / (10,192,595) 4,522,212

(Loan Received back )Shiv-Vani Singapore Pte. Ltd ,Singapore Loan given / 913,022,487 362,506,711

(Loan Received back )Shiv-Vani Singapore Pte. Ltd ,Singapore Sale of Goods 246,253 10,780Global Exploration Pte Ltd, Singapore Loan given / 46,773,138 387,388,980

(Loan Received back )Global Exploration Pte Ltd, Singapore Investment Nil 54Prem Singhee Loan taken (net) 20,000,000 40,000,000 Padam Singhee Loan taken (net) 10,000,000 40,000,000 Prakash Singhee Loan taken (net) 2,000,000 5,000,000 Mayank Singhee Loan taken (net) 2,870,350 23,000,000 Prem Singhee Director Remuneration Nil 35,620,139Padam Singhee Director Remuneration Nil 28,604,497 Prakash Singhee Salary Nil 15,385,416 Mayank Singhee Salary Nil 2,727,600 Chimanlal Singhee Loan taken 1,500,000 NilGayatridevi Singhee Loan taken 115,00,000 NilMadhuri Singhee Loan taken 800,000 NilVandana Singhee Loan taken 26,000,000 Nil



Amount in (`)


35 Expenditure in Foreign Currency

Rig Rental Charges 392,522,555 897,378,471Interest- Capital nature Nil 221,358,425- Others 318,962,981 158,780,862Legal & Professional Fees 4,232,422 1,377,688Travelling Expenses 998,715 2,935,080Freight & Other Expenses 17,667,178 NilBusiness Promotion Expenses Nil 1,463,737Contract Expenses 2,958,617 70,195,409

36 Earnings in Foreign Currency


Sale of goods 246,253 45,927,302


37 Information pursuant to clause 32 of the listing agreement with Stock Exchanges

Details of Loans & advances in the nature of interest free loans to wholly owned subsidiary Companies with no specified payment schedules

Amount in (`)


Name of Company Amount Max. Amount Amount Max. AmountDue(Net) during the year Due(Net) during the year

Shiv Vani Oil & Gas Co. LLC, Oman 110,844,937 118,492,724 100,786,724 103,046,380 Oriental Oil & Gas Services Ltd., Mauritius - 75,290,086 - 74,192,828 Natural Oil & Gas Services Ltd., Mauritius - 230,580,997 - 329,787,283 Shiv Vani Singapore Pte Ltd., Singapore 1,296,218,960 1,313,886,138 401,706,926 401,706,926 Global Exploration Pte Ltd, Singapore 434,374,057 449,847,719 387,600,919 387,600,919 Shiv Vani Oil Services Ltd., India (271,611) 49,525 49,525 49,525 TNG Shiv Geo Services Ltd., India 43,276 43,276 40,776 40,776 Shiv Vani Energy Ltd., India 592,725,839 603,118,434 602,918,434 612,365,316 Shiv Vani Infra Ltd., India 15,026,392 15,026,392 15,026,392 15,026,392 Total 2,448,961,850 2,806,335,291 1,508,129,696 1,896,816,345



SubsidiaryShiv Vani Oil & Gas Co. LLC, OmanOriental Oil & Gas Services Ltd, Mauritius Shiv Vani Oil Services Ltd. India TNG Shiv Geo Services Ltd, India Shiv Vani Singapore PTE. Ltd, Singapore

Natural Oil & Gas Services Ltd, MauritiusShiv Vani Energy Limited, IndiaShiv Vani Infra Ltd, IndiaGlobal Exploration Pte Ltd, Singapore


Prem Singhee (Chairman and Managing Director)Padam Singhee (Joint Managing Director )Prakash Singhee (Brother of CMD & JMD)Mayank Singhee (Vice President of the company and Son of CMD)Chimanlal Singhee (Father of Prem Singhee, Padam Singhee & Prakash Singhee ) Gayatridevi Singhee (Mother of Prem Singhee, Padam Singhee & Prakash Singhee )Madhuri Singhee (Spouse of Prem Singhee)Vandana Singhee (Spouse of Padam Singhee)


Amount in (`)

Name of Party Description of March-14 March-13Transaction

Shiv Vani Oil & Gas Co. LLC, Oman Loan given /(Loan Received back ) 10,058,213 88,343,891

Oriental Oil & Gas services Ltd., Mauritius Lease Rent 109,011,240 135,359,325Loan given / Nil 112,870,491(Loan Received back )

Natural Oil & Gas Services Ltd., Mauritius Lease Rent 283,511,315 762,019,156 Loan given / Nil (146,257,900)(Loan Received back )

Shiv Vani Oil Services Ltd., India Advance (Net) (271,611) 17,500 TNG Shiv Geo Services Ltd., India Advance 2,500 19,750 Shiv Vani Energy Ltd., India Loan given / (10,192,595) 4,522,212

(Loan Received back )Shiv-Vani Singapore Pte. Ltd ,Singapore Loan given / 913,022,487 362,506,711

(Loan Received back )Shiv-Vani Singapore Pte. Ltd ,Singapore Sale of Goods 246,253 10,780Global Exploration Pte Ltd, Singapore Loan given / 46,773,138 387,388,980

(Loan Received back )Global Exploration Pte Ltd, Singapore Investment Nil 54Prem Singhee Loan taken (net) 20,000,000 40,000,000 Padam Singhee Loan taken (net) 10,000,000 40,000,000 Prakash Singhee Loan taken (net) 2,000,000 5,000,000 Mayank Singhee Loan taken (net) 2,870,350 23,000,000 Prem Singhee Director Remuneration Nil 35,620,139Padam Singhee Director Remuneration Nil 28,604,497 Prakash Singhee Salary Nil 15,385,416 Mayank Singhee Salary Nil 2,727,600 Chimanlal Singhee Loan taken 1,500,000 NilGayatridevi Singhee Loan taken 115,00,000 NilMadhuri Singhee Loan taken 800,000 NilVandana Singhee Loan taken 26,000,000 Nil



40. Others

a) Loss on insurance claims filed if any are accounted for at the time of receipt of claims.

b) The Company has adopted an approved plan for the payment of gratuity based on actual valuation carried by Life Insurance Corporation of India. The liability towards the same has been accounted for accordingly.

c) The registration of leasehold building acquired is in process.

d) Premium on redemption of bonds are adjusted against the Securities Premium Account.

e) The Company had 15% share along with Oil India Ltd. In A-ONN-2004/1 (Amguri Oil Block) at Sibsagar, Assam. An amount of Rs. 14,79,78,771/- was incurred by the Company till 30-Sep-13 on development of the block towards its share of 15%. In absence of any recovery of Oil/Gas in the said block, the same has been abandoned by Oil India Ltd. In view of the same, the expenses incurred by the Company has been to charged loss for the current year under the head ‘Loss on Abandoned Project’

f) The Company has during the year imported stores & spares Rs. 1,21,05,994/- (Previous year Rs. 222,719,948/-) under Essentially Certificates issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

g) The cost in respect of old unusable fixed assets impaired amounting to Rs. 191,983,542/- (Previous Year Rs. 75,227,690/-) has been reduced from the gross block.

h) The Company has not received any intimation from ‘Suppliers’ regarding their status under the Micro, Small & Medium Enterprises Development Act, 2006 and hence no disclosure as required by Schedule VI of the Companies Act, 1956 has been provided.

i) There are no amounts due and outstanding to be credited to Investor’s Education and Protection Fund.

j) In the opinion of the Board and to the best of their knowledge and belief, the value on realization of current assets, loans and Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

k) Balance appearing in Sundry Debtors / Creditors and Loans & Advances are subject to confirmation.

l) Figures of the previous year are regrouped and reclassified wherever necessary to correspond with the figures of the current year.

41 Earning per share

BASIC EARNING PER SHARE Amount in (`)


a) Numerator

Net Profit / (loss) after taxation as per profit & loss statement (5,270,236,198) 376,542,960

b) Denominator

Number of Equity Shares outstanding 46,360,501 46,360,501

Weighted average of number of equity shares outstanding 46,360,501 46,360,501

Basic earning / (loss) per share (113.68) 8.12

Face value per equity share 10 10

DILUTED EARNING PER SHARE Amount in (`)


a) Numerator


Add : Interest on FCCB 23,99,99,000 -

Adjusted net profit / (loss) after tax (5,030,237,198) 376,542,960

b) Denominator

Weighted Number of Equity Shares outstanding 46,360,501 46,360,501

Add : Potential weighted average equity shares that could arise 73,04,888 73,04,888on conversion of foreign currency convertible bonds

Weighted average number of equity shares for diluted EPS 53,665,389 53,665,389

Diluted earning / (loss) per share (113.56) ** 7.02


** Since the earnings / (loss) per share computation based on diluted weighted average number of shares is anti-dilutive, the basic and diluted earnings / (loss) per share is the same.

Schedules referred to above form an integral part of the accounts.






40. Others

a) Loss on insurance claims filed if any are accounted for at the time of receipt of claims.

b) The Company has adopted an approved plan for the payment of gratuity based on actual valuation carried by Life Insurance Corporation of India. The liability towards the same has been accounted for accordingly.

c) The registration of leasehold building acquired is in process.

d) Premium on redemption of bonds are adjusted against the Securities Premium Account.

e) The Company had 15% share along with Oil India Ltd. In A-ONN-2004/1 (Amguri Oil Block) at Sibsagar, Assam. An amount of Rs. 14,79,78,771/- was incurred by the Company till 30-Sep-13 on development of the block towards its share of 15%. In absence of any recovery of Oil/Gas in the said block, the same has been abandoned by Oil India Ltd. In view of the same, the expenses incurred by the Company has been to charged loss for the current year under the head ‘Loss on Abandoned Project’

f) The Company has during the year imported stores & spares Rs. 1,21,05,994/- (Previous year Rs. 222,719,948/-) under Essentially Certificates issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

g) The cost in respect of old unusable fixed assets impaired amounting to Rs. 191,983,542/- (Previous Year Rs. 75,227,690/-) has been reduced from the gross block.

h) The Company has not received any intimation from ‘Suppliers’ regarding their status under the Micro, Small & Medium Enterprises Development Act, 2006 and hence no disclosure as required by Schedule VI of the Companies Act, 1956 has been provided.

i) There are no amounts due and outstanding to be credited to Investor’s Education and Protection Fund.

j) In the opinion of the Board and to the best of their knowledge and belief, the value on realization of current assets, loans and Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

k) Balance appearing in Sundry Debtors / Creditors and Loans & Advances are subject to confirmation.

l) Figures of the previous year are regrouped and reclassified wherever necessary to correspond with the figures of the current year.




a) Numerator


b) Denominator







a) Numerator



Adjusted net profit / (loss) after tax (5,030,237,198) 376,542,960

b) Denominator
















2013-2014

INDEPENDENT AUDITORS' REPORTTo,

The Board of Director of Shiv-Vani Oil Gas Exploration Services Ltd.


1. We have audited the accompanying Consolidated Financial Statements (the “Consolidated Financial Statements”) of Shiv-Vani Oil Gas Exploration Services Ltd. (the “Company”) and its subsidiaries, its jointly controlled entities and associates Companies; hereinafter referred to as the “Group”(refer Note 1(a)(iii) to the attached Consolidated Financial Statements) which comprise the Consolidated Balance Sheet as at March 31, 2014 and Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of theses consolidated financial statement that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

We report that the consolidated financial statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard(AS-21) Consolidated Financial Statements, Accounting Standard (AS-23) Accounting for Investment in Associates in Consolidated Financial Statements, and Accounting Standard (AS-27)- Financial Reporting of Interests in joint ventures notified under Section211(3C) of the Companies Act,1956.

In our opinion, and to the best of our information and according to the explanation given to us, as based on consideration of the reports of the other auditor on Financial statement / consolidated financial statement of the subsidiaries, the accompanying with consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to note no. 32(i) regarding higher provision of depreciation by Rs. 45,35,718/-

sta) In the case of the Consolidated Balance Sheet, of the state of affairs of the group as at 31 March, 2014;

b) In the case of the Consolidated Statement of Profit & Loss, of the Loss of the group for the year ended on that date;

c) In the case of the Consolidated Cash Flow Statement, of the cash flows for the group for the year ended on that date.

Other Matters

We did not audit the financial statements of 8 subsidiaries jointly controlled entities included in the Consolidated Financial Statements, stwhich constitute total assets Rs.22,763,555,843/-and Net Assets of Rs.5,293,401,580/- as at 31 March 2014, total revenue of

Rs.1,532,031,014/- and net loss of Rs.1,794,851,524/- and cash in flows amounting to Rs.49,296,078/- for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors.








2013-2014

INDEPENDENT AUDITORS' REPORTTo,

The Board of Director of Shiv-Vani Oil Gas Exploration Services Ltd.


1. We have audited the accompanying Consolidated Financial Statements (the “Consolidated Financial Statements”) of Shiv-Vani Oil Gas Exploration Services Ltd. (the “Company”) and its subsidiaries, its jointly controlled entities and associates Companies; hereinafter referred to as the “Group”(refer Note 1(a)(iii) to the attached Consolidated Financial Statements) which comprise the Consolidated Balance Sheet as at March 31, 2014 and Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of theses consolidated financial statement that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

We report that the consolidated financial statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard(AS-21) Consolidated Financial Statements, Accounting Standard (AS-23) Accounting for Investment in Associates in Consolidated Financial Statements, and Accounting Standard (AS-27)- Financial Reporting of Interests in joint ventures notified under Section211(3C) of the Companies Act,1956.

In our opinion, and to the best of our information and according to the explanation given to us, as based on consideration of the reports of the other auditor on Financial statement / consolidated financial statement of the subsidiaries, the accompanying with consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to note no. 32(i) regarding higher provision of depreciation by Rs. 45,35,718/-

sta) In the case of the Consolidated Balance Sheet, of the state of affairs of the group as at 31 March, 2014;

b) In the case of the Consolidated Statement of Profit & Loss, of the Loss of the group for the year ended on that date;

c) In the case of the Consolidated Cash Flow Statement, of the cash flows for the group for the year ended on that date.

Other Matters

We did not audit the financial statements of 8 subsidiaries jointly controlled entities included in the Consolidated Financial Statements, stwhich constitute total assets Rs.22,763,555,843/-and Net Assets of Rs.5,293,401,580/- as at 31 March 2014, total revenue of

Rs.1,532,031,014/- and net loss of Rs.1,794,851,524/- and cash in flows amounting to Rs.49,296,078/- for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors.







CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014


(`) ( )



Minority Interest 154,191 164,266 (2) Non-Current Liabilities

(a) Long-Term Borrowings 4 36,344,095,079 27,538,214,745 (b) Deferred Tax Liabilities (Net) 5 132,849,437 1,715,219,869 (c) Other Long Term Liabilities 6 5,163,425 3,957,469 (d) Long Term Provisions 7 171,447,707 114,907,788

(3) Current Liabilities(a) Short-Term Borrowings 8 4,008,566,343 2,760,693,992 (b) Trade Payables 9 3,372,099,729 4,078,155,161 (c) Other Current Liabilities 10 4,145,437,324 8,471,313,981(d) Short-Term Provisions 11 1,080,812,717 1,096,798,223

Total Equity & Liabilities 56,843,191,047 60,533,522,184 II. ASSETS

(1) Non-Current Assets(a) Fixed Assets 12

(i) Tangible Assets 38,180,374,115 35,384,463,247 (ii) Capital Work in progress 366,985,091 5,182,151,490


(2) Current Assets(a) Inventories 16 2,659,239,845 2,893,810,212 (b) Trade Receivables 17 7,440,440,131 7,443,535,214 (c) Cash and Bank Balances 18 928,278,659 1,160,171,869 (d) Short-Term Loans and Advances 19 2,343,925,367 2,453,851,069 (e) Other Current Assets 20 2,158,474,130 2,072,770,877

Total Assets 56,843,191,047 60,533,522,184 Significant Accounting Policies 1

As at

`




CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014

For the year ended Particulars Note March 31, 2014 March 31, 2013

(`) (`)


Other Income 22 262,279,112 127,978,715

Total Revenue (I) 3,675,747,289 12,523,057,342

II Expenses:



Employee Benefit Expense 25 944,305,031 1,032,161,916

Finance Cost 26 4,368,617,498 3,221,181,394


Other Expenses 28 1,592,273,488 654,169,563


III Profit before tax (I - II) (8,485,539,874) 651,591,091

Add : Minority Interest 10,074 5,664

(8,485,529,800) 651,596,755 IV Tax expenses:


(2) Current tax - 189,867,097





(1) Basic (148.90) 4.84

(2) Diluted (148.90) 4.18


For the year ended

(Loss) /







CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014


(`) ( )



Minority Interest 154,191 164,266 (2) Non-Current Liabilities

(a) Long-Term Borrowings 4 36,344,095,079 27,538,214,745 (b) Deferred Tax Liabilities (Net) 5 132,849,437 1,715,219,869 (c) Other Long Term Liabilities 6 5,163,425 3,957,469 (d) Long Term Provisions 7 171,447,707 114,907,788

(3) Current Liabilities(a) Short-Term Borrowings 8 4,008,566,343 2,760,693,992 (b) Trade Payables 9 3,372,099,729 4,078,155,161 (c) Other Current Liabilities 10 4,145,437,324 8,471,313,981(d) Short-Term Provisions 11 1,080,812,717 1,096,798,223

Total Equity & Liabilities 56,843,191,047 60,533,522,184 II. ASSETS

(1) Non-Current Assets(a) Fixed Assets 12

(i) Tangible Assets 38,180,374,115 35,384,463,247 (ii) Capital Work in progress 366,985,091 5,182,151,490


(2) Current Assets(a) Inventories 16 2,659,239,845 2,893,810,212 (b) Trade Receivables 17 7,440,440,131 7,443,535,214 (c) Cash and Bank Balances 18 928,278,659 1,160,171,869 (d) Short-Term Loans and Advances 19 2,343,925,367 2,453,851,069 (e) Other Current Assets 20 2,158,474,130 2,072,770,877

Total Assets 56,843,191,047 60,533,522,184 Significant Accounting Policies 1

As at

`




CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014

For the year ended Particulars Note March 31, 2014 March 31, 2013

(`) (`)


Other Income 22 262,279,112 127,978,715

Total Revenue (I) 3,675,747,289 12,523,057,342

II Expenses:



Employee Benefit Expense 25 944,305,031 1,032,161,916

Finance Cost 26 4,368,617,498 3,221,181,394


Other Expenses 28 1,592,273,488 654,169,563


III Profit before tax (I - II) (8,485,539,874) 651,591,091

Add : Minority Interest 10,074 5,664

(8,485,529,800) 651,596,755 IV Tax expenses:


(2) Current tax - 189,867,097





(1) Basic (148.90) 4.84

(2) Diluted (148.90) 4.18


For the year ended

(Loss) /





CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014


(`) ( )



Adjustment for:

1. Depreciation 2,225,634,725 1,785,465,157




5. (Profit) / Loss on Sale of Fixed Assets (262,097) (38,881,888)

6. Bad Debts written off 217,495,038 -

7. Provision for Doubtful Debts 635,159,200 -



1. Trade & Other Receivables 293,381,773 356,556,658

2. Inventories 234,570,367 (651,222,682)



1. Interest paid (3,778,831,841) (2,978,167,979)

(9,777,330,982) 2,658,173,985


1. Extraordinary items (216,556,004) (748,785,446)

Net Cash from Operating Activities (9,993,886,985) 1,909,388,539




Purchase of Investments - (560,000,000)




Change in Minority Interest (10,074) (5,664)

`



Cash and cash equivalents at the beginning 1,160,171,869 1,624,302,049

Cash and cash equivalents at the closing 928,278,660 1,160,171,869







We have examined the attached cash flow statement of Shiv Vani Oil & Gas Exploration Services Ltd for the year ended 31st March, 2014. The Statement has been prepared by the Company in accordance with the requirements of the listing agreement clause 32 with the stock exchanges and in agreement with the Corresponding Statement of Profit & Loss and Balance Sheet of the Company covered by our report of even date to the members of the Company.



( Vikas Varshney )New DelhiSeptember 2, 2014

PartnerM.No. 510929



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014


(`) ( )



Adjustment for:

1. Depreciation 2,225,634,725 1,785,465,157




5. (Profit) / Loss on Sale of Fixed Assets (262,097) (38,881,888)

6. Bad Debts written off 217,495,038 -

7. Provision for Doubtful Debts 635,159,200 -



1. Trade & Other Receivables 293,381,773 356,556,658

2. Inventories 234,570,367 (651,222,682)



1. Interest paid (3,778,831,841) (2,978,167,979)

(9,777,330,982) 2,658,173,985


1. Extraordinary items (216,556,004) (748,785,446)

Net Cash from Operating Activities (9,993,886,985) 1,909,388,539




Purchase of Investments - (560,000,000)




Change in Minority Interest (10,074) (5,664)

`



Cash and cash equivalents at the beginning 1,160,171,869 1,624,302,049

Cash and cash equivalents at the closing 928,278,660 1,160,171,869







We have examined the attached cash flow statement of Shiv Vani Oil & Gas Exploration Services Ltd for the year ended 31st March, 2014. The Statement has been prepared by the Company in accordance with the requirements of the listing agreement clause 32 with the stock exchanges and in agreement with the Corresponding Statement of Profit & Loss and Balance Sheet of the Company covered by our report of even date to the members of the Company.



( Vikas Varshney )New DelhiSeptember 2, 2014

PartnerM.No. 510929




Notes Forming Part of Consolidated financial statements 1. Significant Accounting Policies(a) Basis of Consolidation

i. The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the companies separate financial statements.

ii. The Financial Statements of the Parent Company and its subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, incomes and expenses, after fully eliminating intra group balances/transactions, resulting in unrealized profits or losses.

iii. The details of subsidiary Companies whose financial statements are consolidated are as under.

S. Name of Subsidiary Country of Name of Percentage of Main Activity of theNo Incorporation Parent ownership Subsidiary

Company

1 Shiv Vani Oil & Gas Co. LLC Oman Shiv Vani Oil & 99%* Drilling & WorkoverGas Exploration Operations in oil fieldServices Ltd.

2 Oriental Oil & Gas Services Ltd. Mauritius --Do-- 100% Oil & Gas Exploration Services

3 Shiv Vani Oil Services Ltd. India --Do-- 100% Provide services to Oil, Gas& Petroleum Industries

4 TNG Shiv Geo Services Ltd. India --Do-- 51% Provide services to Oil, Gas & Petroleum Industries

5 Shiv-Vani Singapore PTE. Ltd. Singapore --Do-- 100% Drilling & WorkoverOperations in oil field

6 Natural Oil & Gas Services Ltd. Mauritius --Do-- 100% Oil & Gas Exploration Services

7 Shiv Vani Energy Limited India --Do-- 100% Power Genration

8 Shiv-vani Infra Limited India --Do-- 100% Infrastructure Activity

9 Global Exploration Pte Ltd Singapore --Do-- 100% Oil & Gas ExplorationServices

10 Oil Blocks Holdings Ltd.(Fellow subsidiary) Cyprus Oriental Oil & 100% Exploration, Extraction,Gas Services Ltd., Refining and other alliedMauritius ancillary

11 SV Videsh Ltd.(Fellow subsidiary) Cyprus Oriental Oil & 100% Exploration, Extraction,Gas Services Ltd., Refining and other alliedMauritius ancillary

* Balance 1% ownership is held by Oriental Oil & Gas Services Ltd. Mauritius, a subsidiary of the parent company.

iv. The consolidated financial statements are based, in so far as they relate to Audited accounts included in respect of stsubsidiaries (audited by the auditors of their country) for the year ended 31 March, 2014.

v. Minority interest’s share being loss for the year is identified and adjusted against the income in the Statement of Profit & Loss in order to arrive at the net income attributable to shareholders of the Company.Minority Interest’s share of net liabilities of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

(b) SIGNIFICANT ACCOUNTING POLICIESi. Revenue Recognition

Revenue is primarily derived from oil & gas exploration and other allied services. The same is accounted for by the Company on the basis of gross value of work done .


Profit on sale of fixed assets / investments are recorded on transfer of title from the company and are determined as the difference between the sale price and carrying value of the fixed asset / investments.Interest is recognized using the time-proportion method based on rates implicit in the transaction.

ii Fixed Assets and Capital work-in-progressFixed assets are stated at cost, less accumulated depreciation and impairments, if any. Direct costs are capitalized until fixed assets are ready for use. Borrowing costs directly attributable to acquisition or construction of fixed assets, which necessarily take a substantial period of time to get ready for their intended use, are capitalized. Capital work-in-progress comprises outstanding advance paid to acquire fixed assets, and the cost of fixed assets that are not yet ready for their intended use at the reporting date.

iii Depreciation and amortizationDepreciation on fixed assets is provided on the straight-line method at the rate prescribed under Schedule XIV to the Companies Act, 1956. Depreciation for assets purchased / sold, impaired or discarded during a period is proportionately charged. Individual low cost assets (acquired for less than Rs. 5000/- ) are depreciated fully in the year of purchase. In case of depreciation on fixed assets of a subsidiary company in Oman, the same is calculated on straight line method at the following rates.Rigs & Equipments 4.75%Camps & Caravans 15%Vehicles 33.33%Furniture Fixtures 33.33%Computers 15%Office Equipment 15%In case of deprecation on Solar Power Unit of subsidiary company i.e. Shiv Vani Energy Ltd. The depreciation @ 5.83% on straight line method has been applied as notified by the Central Electricity Regulatory Commission vide notification no. L-1/94/CERC/2011 dated 06.02.2012.

iv. Impairment of assets The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to recoverable amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit & Loss. If at the balance sheet date there is an indication that if a previously assessed impaired loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historic cost.

v. InvestmentsInvestments are classified as long term based on Management’s intention at the time of purchase. Cost for overseas investment comprises the Indian Rupee value of the consideration paid for the investment translated at the exchange rate prevalent at the date of investment. Long-term investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.

vi. InventoriesStores, spare parts & other consumables are valued at cost on First-in-first-out basis.

vii. Foreign Currency TransactionsExchange difference arising on repayment of foreign exchange liabilities incurred for the purpose of acquiring fixed assets, which are carried in terms of historical cost, are adjusted in the carrying amount of the respective fixed assets. The carrying amount of such fixed assets against which the liabilities in any foreign currency are outstanding is also adjusted to account for any increase or decrease in such liability by applying the closing rate or the rate as per forward exchange contract, if any. However, in case of the subsidiary company in Oman, the same is recognized in the income statement. In case of any profit or loss arising on cancellation or renewal of a forward exchange contract relating to liabilities incurred for acquiring fixed assets, such profit or loss is adjusted in the carrying amount of the respective fixed assets.



Notes Forming Part of Consolidated financial statements 1. Significant Accounting Policies(a) Basis of Consolidation

i. The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the companies separate financial statements.

ii. The Financial Statements of the Parent Company and its subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, incomes and expenses, after fully eliminating intra group balances/transactions, resulting in unrealized profits or losses.

iii. The details of subsidiary Companies whose financial statements are consolidated are as under.

S. Name of Subsidiary Country of Name of Percentage of Main Activity of theNo Incorporation Parent ownership Subsidiary

Company

1 Shiv Vani Oil & Gas Co. LLC Oman Shiv Vani Oil & 99%* Drilling & WorkoverGas Exploration Operations in oil fieldServices Ltd.

2 Oriental Oil & Gas Services Ltd. Mauritius --Do-- 100% Oil & Gas Exploration Services

3 Shiv Vani Oil Services Ltd. India --Do-- 100% Provide services to Oil, Gas& Petroleum Industries

4 TNG Shiv Geo Services Ltd. India --Do-- 51% Provide services to Oil, Gas & Petroleum Industries

5 Shiv-Vani Singapore PTE. Ltd. Singapore --Do-- 100% Drilling & WorkoverOperations in oil field

6 Natural Oil & Gas Services Ltd. Mauritius --Do-- 100% Oil & Gas Exploration Services

7 Shiv Vani Energy Limited India --Do-- 100% Power Genration

8 Shiv-vani Infra Limited India --Do-- 100% Infrastructure Activity

9 Global Exploration Pte Ltd Singapore --Do-- 100% Oil & Gas ExplorationServices

10 Oil Blocks Holdings Ltd.(Fellow subsidiary) Cyprus Oriental Oil & 100% Exploration, Extraction,Gas Services Ltd., Refining and other alliedMauritius ancillary

11 SV Videsh Ltd.(Fellow subsidiary) Cyprus Oriental Oil & 100% Exploration, Extraction,Gas Services Ltd., Refining and other alliedMauritius ancillary

* Balance 1% ownership is held by Oriental Oil & Gas Services Ltd. Mauritius, a subsidiary of the parent company.

iv. The consolidated financial statements are based, in so far as they relate to Audited accounts included in respect of stsubsidiaries (audited by the auditors of their country) for the year ended 31 March, 2014.

v. Minority interest’s share being loss for the year is identified and adjusted against the income in the Statement of Profit & Loss in order to arrive at the net income attributable to shareholders of the Company.Minority Interest’s share of net liabilities of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

(b) SIGNIFICANT ACCOUNTING POLICIESi. Revenue Recognition

Revenue is primarily derived from oil & gas exploration and other allied services. The same is accounted for by the Company on the basis of gross value of work done .


Profit on sale of fixed assets / investments are recorded on transfer of title from the company and are determined as the difference between the sale price and carrying value of the fixed asset / investments.Interest is recognized using the time-proportion method based on rates implicit in the transaction.

ii Fixed Assets and Capital work-in-progressFixed assets are stated at cost, less accumulated depreciation and impairments, if any. Direct costs are capitalized until fixed assets are ready for use. Borrowing costs directly attributable to acquisition or construction of fixed assets, which necessarily take a substantial period of time to get ready for their intended use, are capitalized. Capital work-in-progress comprises outstanding advance paid to acquire fixed assets, and the cost of fixed assets that are not yet ready for their intended use at the reporting date.

iii Depreciation and amortizationDepreciation on fixed assets is provided on the straight-line method at the rate prescribed under Schedule XIV to the Companies Act, 1956. Depreciation for assets purchased / sold, impaired or discarded during a period is proportionately charged. Individual low cost assets (acquired for less than Rs. 5000/- ) are depreciated fully in the year of purchase. In case of depreciation on fixed assets of a subsidiary company in Oman, the same is calculated on straight line method at the following rates.Rigs & Equipments 4.75%Camps & Caravans 15%Vehicles 33.33%Furniture Fixtures 33.33%Computers 15%Office Equipment 15%In case of deprecation on Solar Power Unit of subsidiary company i.e. Shiv Vani Energy Ltd. The depreciation @ 5.83% on straight line method has been applied as notified by the Central Electricity Regulatory Commission vide notification no. L-1/94/CERC/2011 dated 06.02.2012.

iv. Impairment of assets The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to recoverable amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit & Loss. If at the balance sheet date there is an indication that if a previously assessed impaired loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historic cost.

v. InvestmentsInvestments are classified as long term based on Management’s intention at the time of purchase. Cost for overseas investment comprises the Indian Rupee value of the consideration paid for the investment translated at the exchange rate prevalent at the date of investment. Long-term investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.

vi. InventoriesStores, spare parts & other consumables are valued at cost on First-in-first-out basis.

vii. Foreign Currency TransactionsExchange difference arising on repayment of foreign exchange liabilities incurred for the purpose of acquiring fixed assets, which are carried in terms of historical cost, are adjusted in the carrying amount of the respective fixed assets. The carrying amount of such fixed assets against which the liabilities in any foreign currency are outstanding is also adjusted to account for any increase or decrease in such liability by applying the closing rate or the rate as per forward exchange contract, if any. However, in case of the subsidiary company in Oman, the same is recognized in the income statement. In case of any profit or loss arising on cancellation or renewal of a forward exchange contract relating to liabilities incurred for acquiring fixed assets, such profit or loss is adjusted in the carrying amount of the respective fixed assets.




Exchange difference arising on foreign currency transactions other than those relating to liabilities incurred for the purpose of acquiring fixed assets in Indian Company, are recognized as income or expenses for the year as the case may be. Any profit or loss arising on cancellation or renewal of a forward exchange contract in those cases is also recognized as income or expense for the year. All current assets and current liabilities in any foreign currency outstanding at the end of the year are translated by applying the closing rate or the rate as per forward exchange contract, if any.

viii Retirement & Other benefits to employees

Gratuity : In accordance with the Payment of Gratuity Act, 1972, the company provides for gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the company subject to conditions specified in aforesaid act.

Provident Fund : Eligible employees receive benefits of provident fund, which is a defined benefit plan. Both the employee and the Company makes monthly contribution to the provident fund plan equal to a specified percentage of the covered employee’s salary. The rate at which the annual interest is payable to the beneficiaries is being administered by the government.

Compensated Absence : The employees of the Company are entitled to compensate absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absence is measured based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expenses on non-accumulating compensated absences are recognized in the period in which the absences occur.

ix. Borrowing Costs

Borrowing cost that is directly attributable to the acquisition of assets has been capitalized as part of the cost of that asset upto the date of such asset is ready for its intended use. All other borrowing cost is charged to revenue in the period when they are incurred.

x Taxes


Income tax is accrued in the same period when the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed, after considering tax allowances & exemption. Provisions are recorded when it is estimated that a liability due to disallowances or other reasons is probable.

The difference that result between the profit considered for Income Taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of aggregate amount of timing difference. The tax effect is calculated on the accumulated timing difference at the end of an accounting period based on enacted or substantively enacted regulations. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Tax credit is recognized in respect of Minimum Alternate Tax (‘MAT’) as per the provisions of Section 115 JAA of the Income Tax Act, 1961 based on convincing evidence that the Company will pay normal income tax within statutory time frame and is reviewed at each Balance Sheet date. The MAT credit is recognized as an asset in accordance with the recommendation provided in the Guidance Note issued by the Institute of Chartered Accountants of India

xi Earning per share




2014 2013

(`

2 Share Capital

(a) Authorized :

7,00,00,000 (Previous Year 7,00,00,000) 700,000,000 700,000,000

Equity shares of Rs. 10/- each

5,00,000 (Previous Year 5,00,000) 11% 50,000,000 50,000,000

Redeemable Non Convertible Preference shares

of Rs. 100/- each

750,000,000 750,000,000


4,63,60,501 Equity shares (Previous Year - 4,63,60,501)

of Rs. 10/- each fully paid

463,605,010 463,605,010


The Company has only one class of Equity Shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amount, in proportion to their shareholding.


Particulars 2013 - 14 2012 - 13












(a) The Company has not issued any shares without payment received in cash.

(b) The Company has not issued any bonus shares.

(c) The Company has not undertaken any buy back of shares.

) (`)

463,605,010 463,605,010




Exchange difference arising on foreign currency transactions other than those relating to liabilities incurred for the purpose of acquiring fixed assets in Indian Company, are recognized as income or expenses for the year as the case may be. Any profit or loss arising on cancellation or renewal of a forward exchange contract in those cases is also recognized as income or expense for the year. All current assets and current liabilities in any foreign currency outstanding at the end of the year are translated by applying the closing rate or the rate as per forward exchange contract, if any.

viii Retirement & Other benefits to employees

Gratuity : In accordance with the Payment of Gratuity Act, 1972, the company provides for gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the company subject to conditions specified in aforesaid act.

Provident Fund : Eligible employees receive benefits of provident fund, which is a defined benefit plan. Both the employee and the Company makes monthly contribution to the provident fund plan equal to a specified percentage of the covered employee’s salary. The rate at which the annual interest is payable to the beneficiaries is being administered by the government.

Compensated Absence : The employees of the Company are entitled to compensate absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absence is measured based on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expenses on non-accumulating compensated absences are recognized in the period in which the absences occur.

ix. Borrowing Costs

Borrowing cost that is directly attributable to the acquisition of assets has been capitalized as part of the cost of that asset upto the date of such asset is ready for its intended use. All other borrowing cost is charged to revenue in the period when they are incurred.

x Taxes


Income tax is accrued in the same period when the related revenue and expenses arise. A provision is made for income tax annually, based on the tax liability computed, after considering tax allowances & exemption. Provisions are recorded when it is estimated that a liability due to disallowances or other reasons is probable.

The difference that result between the profit considered for Income Taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of aggregate amount of timing difference. The tax effect is calculated on the accumulated timing difference at the end of an accounting period based on enacted or substantively enacted regulations. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Tax credit is recognized in respect of Minimum Alternate Tax (‘MAT’) as per the provisions of Section 115 JAA of the Income Tax Act, 1961 based on convincing evidence that the Company will pay normal income tax within statutory time frame and is reviewed at each Balance Sheet date. The MAT credit is recognized as an asset in accordance with the recommendation provided in the Guidance Note issued by the Institute of Chartered Accountants of India

xi Earning per share




2014 2013

(`

2 Share Capital

(a) Authorized :

7,00,00,000 (Previous Year 7,00,00,000) 700,000,000 700,000,000

Equity shares of Rs. 10/- each

5,00,000 (Previous Year 5,00,000) 11% 50,000,000 50,000,000

Redeemable Non Convertible Preference shares

of Rs. 100/- each

750,000,000 750,000,000


4,63,60,501 Equity shares (Previous Year - 4,63,60,501)

of Rs. 10/- each fully paid

463,605,010 463,605,010


The Company has only one class of Equity Shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amount, in proportion to their shareholding.


Particulars 2013 - 14 2012 - 13












(a) The Company has not issued any shares without payment received in cash.

(b) The Company has not issued any bonus shares.

(c) The Company has not undertaken any buy back of shares.

) (`)

463,605,010 463,605,010



2014 2013

(`) (`)

3 Reserves & Surplusa) General Reserve

Balance as per last account 3,000,000,000 460,000,000 Add : Transferred from surplus 40,000,000 Add : Transferred from Debenture Redemption Reserve 2,500,000,000

3,000,000,000 3,000,000,000 b) Securities Premium Account

Balance as per last account 4,284,481,723 4,375,026,333Less : Premium for redemption of Debentures (51,188,896)Less : Premium for redemption of FCCB (51,816,223) (39,355,714)

4,232,665,500 4,284,481,723 c) Capital Redemption Reserve

Balance as per last account 50,000,000 50,000,000 d) Capital Reserve

(On Equity Shares & Warrants Forfieture)Balance as per last account 396,025,500 396,025,500

e) Debenture Redemption ReserveBalance as per last account 2,500,000,000 Less : Transferred to General Reserve (2,500,000,000)

- -f) Legal Reserve

Balance as per last account 19,443,864 19,443,864 g) Foreign Currency translation Reserve

Balance as per last account (1,159,348,431) (410,618,155)Add / (Less) : On translation / consolidation (216,556,004) (748,730,276)

(1,375,904,434) (1,159,348,431)h) Surplus as per statement of Profit & Loss

Balance brought forward 7,699,889,023 7,515,638,823Add : Profit after tax for the year (6,903,159,368) 224,250,200Less : Transferred to General reserve (40,000,000)

796,729,656 7,699,889,023Total 7,118,960,085 14,290,491,680

4 Long Term BorrowingsSecured

From CDR LendersFrom Banks

In Indian CurrencyTerm Loans 10,919,256,837 12,751,802,160Funded Interest Term Loans (FITL / WCTL) 2,151,255,026 -Priority Loans 525,900,000 -

In Foreign Currency - Term Loans 3,483,306,549 -(A) 17,079,718,412 12,751,802,160



From Financial Institutions & Others

In Indian Currency

Term Loans 3,960,236,654 3,534,810,708

Funded Interest Term Loans (FITL) 408,775,972 -

Priority Loans 72,976,000 -

(B) 4,441,988,626 3,534,810,708

A + B 21,521,707,038 16,286,612,868


Sub balance (i) 21,521,707,038 11,681,212,868

From Non CDR Lenders

From Bank

In Indian Currency - Term Loans 1,939,922,407 1,663,295,383

Less : Current Maturities 17,600,000 170,000,000

(C) 1,922,322,407 1,493,295,383


Less : Current Maturities 1,483,793,144 687,182,308

(D) 7,484,840,916 9,448,086,204

Sub balance (ii) 9,407,163,323 10,941,381,587

Sub-total (a) 30,928,870,361 22,622,594,455

Unsecured

Bonds

80,000 Bonds (P.Y. 80,000 Bonds ) 5% Foreign

Currency Convertible Bonds of USD 1000 each 3,728,742,500 3,728,742,500

Add : Currency Translation 1,079,241,500 622,401,500

4,807,984,000 4,351,144,000

Others 606,980,881 564,018,466

Deferred Payment Liabilties

(Vehicle Loan from ICICI Bank Ltd at 11.17% of

interest rate. The Company has issued post dated cheques

payable at Rs. 19,932/- p.m. upto 01st May 2015) 259,837 457,824

Sub-total (b) 5,415,224,718 4,915,620,290

Total (a + b) 36,344,095,079 27,538,214,745

lars As at 31st March

2014 2013

(`) (`)


2014 2013

(`) (`)

3 Reserves & Surplusa) General Reserve

Balance as per last account 3,000,000,000 460,000,000 Add : Transferred from surplus 40,000,000 Add : Transferred from Debenture Redemption Reserve 2,500,000,000

3,000,000,000 3,000,000,000 b) Securities Premium Account

Balance as per last account 4,284,481,723 4,375,026,333Less : Premium for redemption of Debentures (51,188,896)Less : Premium for redemption of FCCB (51,816,223) (39,355,714)

4,232,665,500 4,284,481,723 c) Capital Redemption Reserve

Balance as per last account 50,000,000 50,000,000 d) Capital Reserve

(On Equity Shares & Warrants Forfieture)Balance as per last account 396,025,500 396,025,500

e) Debenture Redemption ReserveBalance as per last account 2,500,000,000 Less : Transferred to General Reserve (2,500,000,000)

- -f) Legal Reserve

Balance as per last account 19,443,864 19,443,864 g) Foreign Currency translation Reserve

Balance as per last account (1,159,348,431) (410,618,155)Add / (Less) : On translation / consolidation (216,556,004) (748,730,276)

(1,375,904,434) (1,159,348,431)h) Surplus as per statement of Profit & Loss

Balance brought forward 7,699,889,023 7,515,638,823Add : Profit after tax for the year (6,903,159,368) 224,250,200Less : Transferred to General reserve (40,000,000)

796,729,656 7,699,889,023Total 7,118,960,085 14,290,491,680

4 Long Term BorrowingsSecured

From CDR LendersFrom Banks

In Indian CurrencyTerm Loans 10,919,256,837 12,751,802,160Funded Interest Term Loans (FITL / WCTL) 2,151,255,026 -Priority Loans 525,900,000 -

In Foreign Currency - Term Loans 3,483,306,549 -(A) 17,079,718,412 12,751,802,160



From Financial Institutions & Others

In Indian Currency

Term Loans 3,960,236,654 3,534,810,708

Funded Interest Term Loans (FITL) 408,775,972 -

Priority Loans 72,976,000 -

(B) 4,441,988,626 3,534,810,708

A + B 21,521,707,038 16,286,612,868


Sub balance (i) 21,521,707,038 11,681,212,868

From Non CDR Lenders

From Bank

In Indian Currency - Term Loans 1,939,922,407 1,663,295,383

Less : Current Maturities 17,600,000 170,000,000

(C) 1,922,322,407 1,493,295,383


Less : Current Maturities 1,483,793,144 687,182,308

(D) 7,484,840,916 9,448,086,204

Sub balance (ii) 9,407,163,323 10,941,381,587

Sub-total (a) 30,928,870,361 22,622,594,455

Unsecured

Bonds

80,000 Bonds (P.Y. 80,000 Bonds ) 5% Foreign

Currency Convertible Bonds of USD 1000 each 3,728,742,500 3,728,742,500

Add : Currency Translation 1,079,241,500 622,401,500

4,807,984,000 4,351,144,000

Others 606,980,881 564,018,466

Deferred Payment Liabilties

(Vehicle Loan from ICICI Bank Ltd at 11.17% of

interest rate. The Company has issued post dated cheques

payable at Rs. 19,932/- p.m. upto 01st May 2015) 259,837 457,824

Sub-total (b) 5,415,224,718 4,915,620,290

Total (a + b) 36,344,095,079 27,538,214,745

lars As at 31st March

2014 2013

(`) (`)

Nature of Securities on Long Term Secured Loans in respect of the previous year has not been specified in view of the approval to the CDR package during the current year resulting in change in nature of securities of the Parent Company.Nature of Security and terms of repayment of Long Term Unsecured Loan - Bondsa) During the year ended 31st March 2011, the company has issued 80,000 - 5% Foreign Currency Convertible Bonds (FCCB) of US $

1000 each aggregating to US $ 80 million. These bonds are convertible at the option of the Bond Holders into equity shares of Rs.10 each fully paid up at the conversion price of Rs. 515.60 per share calculated at a fixed rate of exchange of Rs. 47.08 for US $ 1 prior to the close of the business hours on 17th August 2015. As on the date of balance sheet FCCB for US $ 80 Million were outstanding. Upon conversion of all the bonds into equity shares, the Share Capital of the company will increase by 73,04,888 Shares subject to adjusments upon occurrence of certain events.Unless previously converted, the Bonds shall be redeemable on or before 17th August 2015 at 104.22% of their principal amount. The redemption value of these Bonds as on 31st March, 2014 was 103.01% (Previous year - 102.13%)

b) Pending utilization of the issue proceeds of Foreign Currency Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year Rs. 0.65 Crores) is lying in Foreign Currency Current and Deposit Accounts. During the current & previous year no amount, out of issue proceeds, have been utilized for financing capital expenditure or for Loans to Subsidiary Companies for repayment of foreign currency loans availed them.

c) However on account of non payment of interest on Foreign Currency Convertible Bonds, a winding up petition u/s. 434 of The Companies Act, 1956 has been filed against the company by the Trustee i.e. Citi Corp on behalf of bond holders before The Hon’ble High Court of Delhi by applying the accelerated clause of the offer document. The said petition is being heard by the The Hon’ble High Court of Delhi. In the mean time the trustee also filed a recovery case against the company for USD 84.01 Million towards the accelerated amount of the bonds & interest thereon with The Queens’s Court, London. The Court has passed the judgment against the company. Accordingly the trustee has filed a petition in Hon’ble High Court seeking execution of Judgment passed by London Court. The Company is contesting the winding up petition and execution petition.



2014 2013

(`) (`)

5 Deferred Tax Liabiltiy (Net)




Closing Balance 132,849,437 1,715,219,869


Retention Money 3,971,897 2,765,941

Deposits from parties 1,191,528 1,191,528

5,163,425 3,957,469


Provision for Employees Benefit 26,755,876 22,032,180

Provision for redemption premium (FCCB) 144,691,831 92,875,608

171,447,707 114,907,788

8 Short term borrowings

Secured

Cash Credit Loans - from Banks 3,16,71,15,684 2,51,38,76,340

Disclosure of Securities :Working capital loans from banks are secured by way of first pari passu charges on current assets of the company & further secured by way of second pari passu charge on fixed assets of the company excluding assets exclusively charged. In addition to above, the borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Companyb)

c) The lenders had right to convert the debt into equity in case of defaulted amountd) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group

companies & personal gurantees of promoter directors.

Unsecured

From Others repayable on demand [ Rate of Interest - 16% p.a. (P.Y. Nil) ] 5,92,11,838 -

From Others repayable on demand [ Rate of Interest - Nil (P.Y. Nil) ] 77,92,92,936 -

Overdraft from Bank repayable on demand[ Rate of Interest - 11% p.a. (P.Y. - 12% p.a. ) ] 29,45,885 24,68,17,652

4,00,85,66,343 2,76,06,93,992



Details of Securities & Terms of repayment to Secured Long Term borrowingsThe Corporate Debt Restructuring Empowered Group (CDR - EG) had approved CDR package of the Parent Company. The CDR related documents have been executed and security creation stands completed except pledge of 17,97,003 equity shares of Promoters holdings.Nature of Security and terms of repayment of Long Term Secured Loans*

In Crores

Nature of Security Banks Financial TotalInstitution

Exclusive Charge on Plant & Machinery and Specific Assets 105.15 - 105.15financed & pari passu charge on current assets of thecompany ***

Exclusive Charge on Plant & Machinery and Specific Assets 495.42 - 495.42 financed (Subsidiary Companies)

First Pari passu Charge on the entire Fixed Assets of the 1,777.07 444.20 2,221.27 Company except assets exclusively charged & second chargeon Current assets of the company except for loans ofRs. 174.25 Crore on which Yes Bank Ltd has only first paripassu charge on the fixed assests ***

First Pari passu Charge on the entire Fixed Assets of the 271.05 - 271.05 Company except assets exclusively charged.(Subsidiary Companies)

Total 2,648.69 444.20 3,092.89

*** In addition to above, borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b)

c) The lenders had right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of TRS Technologies Pvt Ltd & Dharti Oil Services Pvt. Ltd, being

part of promoter group companies & personal gurantees of promoter directors.


Nature of Securities on Long Term Secured Loans in respect of the previous year has not been specified in view of the approval to the CDR package during the current year resulting in change in nature of securities of the Parent Company.Nature of Security and terms of repayment of Long Term Unsecured Loan - Bondsa) During the year ended 31st March 2011, the company has issued 80,000 - 5% Foreign Currency Convertible Bonds (FCCB) of US $

1000 each aggregating to US $ 80 million. These bonds are convertible at the option of the Bond Holders into equity shares of Rs.10 each fully paid up at the conversion price of Rs. 515.60 per share calculated at a fixed rate of exchange of Rs. 47.08 for US $ 1 prior to the close of the business hours on 17th August 2015. As on the date of balance sheet FCCB for US $ 80 Million were outstanding. Upon conversion of all the bonds into equity shares, the Share Capital of the company will increase by 73,04,888 Shares subject to adjusments upon occurrence of certain events.Unless previously converted, the Bonds shall be redeemable on or before 17th August 2015 at 104.22% of their principal amount. The redemption value of these Bonds as on 31st March, 2014 was 103.01% (Previous year - 102.13%)

b) Pending utilization of the issue proceeds of Foreign Currency Convertible Bonds (FCCB), an amount of Rs. 0.72 Crores (Previous Year Rs. 0.65 Crores) is lying in Foreign Currency Current and Deposit Accounts. During the current & previous year no amount, out of issue proceeds, have been utilized for financing capital expenditure or for Loans to Subsidiary Companies for repayment of foreign currency loans availed them.

c) However on account of non payment of interest on Foreign Currency Convertible Bonds, a winding up petition u/s. 434 of The Companies Act, 1956 has been filed against the company by the Trustee i.e. Citi Corp on behalf of bond holders before The Hon’ble High Court of Delhi by applying the accelerated clause of the offer document. The said petition is being heard by the The Hon’ble High Court of Delhi. In the mean time the trustee also filed a recovery case against the company for USD 84.01 Million towards the accelerated amount of the bonds & interest thereon with The Queens’s Court, London. The Court has passed the judgment against the company. Accordingly the trustee has filed a petition in Hon’ble High Court seeking execution of Judgment passed by London Court. The Company is contesting the winding up petition and execution petition.



2014 2013

(`) (`)

5 Deferred Tax Liabiltiy (Net)




Closing Balance 132,849,437 1,715,219,869


Retention Money 3,971,897 2,765,941

Deposits from parties 1,191,528 1,191,528

5,163,425 3,957,469


Provision for Employees Benefit 26,755,876 22,032,180

Provision for redemption premium (FCCB) 144,691,831 92,875,608

171,447,707 114,907,788

8 Short term borrowings

Secured

Cash Credit Loans - from Banks 3,16,71,15,684 2,51,38,76,340

Disclosure of Securities :Working capital loans from banks are secured by way of first pari passu charges on current assets of the company & further secured by way of second pari passu charge on fixed assets of the company excluding assets exclusively charged. In addition to above, the borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Companyb)

c) The lenders had right to convert the debt into equity in case of defaulted amountd) All the above borrowings are further secured by corporate guarantee of third parties, being part of promoter group

companies & personal gurantees of promoter directors.

Unsecured

From Others repayable on demand [ Rate of Interest - 16% p.a. (P.Y. Nil) ] 5,92,11,838 -

From Others repayable on demand [ Rate of Interest - Nil (P.Y. Nil) ] 77,92,92,936 -

Overdraft from Bank repayable on demand[ Rate of Interest - 11% p.a. (P.Y. - 12% p.a. ) ] 29,45,885 24,68,17,652

4,00,85,66,343 2,76,06,93,992



Details of Securities & Terms of repayment to Secured Long Term borrowingsThe Corporate Debt Restructuring Empowered Group (CDR - EG) had approved CDR package of the Parent Company. The CDR related documents have been executed and security creation stands completed except pledge of 17,97,003 equity shares of Promoters holdings.Nature of Security and terms of repayment of Long Term Secured Loans*

In Crores

Nature of Security Banks Financial TotalInstitution

Exclusive Charge on Plant & Machinery and Specific Assets 105.15 - 105.15financed & pari passu charge on current assets of thecompany ***

Exclusive Charge on Plant & Machinery and Specific Assets 495.42 - 495.42 financed (Subsidiary Companies)

First Pari passu Charge on the entire Fixed Assets of the 1,777.07 444.20 2,221.27 Company except assets exclusively charged & second chargeon Current assets of the company except for loans ofRs. 174.25 Crore on which Yes Bank Ltd has only first paripassu charge on the fixed assests ***

First Pari passu Charge on the entire Fixed Assets of the 271.05 - 271.05 Company except assets exclusively charged.(Subsidiary Companies)

Total 2,648.69 444.20 3,092.89

*** In addition to above, borrowings are further secured by :a) Pari Passu Charge on the loans & advances, Investments & any other unencumbered assets of the Company.b)

c) The lenders had right to convert the debt into equity in case of defaulted amount.d) All the above borrowings are further secured by corporate guarantee of TRS Technologies Pvt Ltd & Dharti Oil Services Pvt. Ltd, being

part of promoter group companies & personal gurantees of promoter directors.


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2014 2013

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Micro, Small & Medium Enterprises *


Other Payables ** 3,370,524,969 4,045,719,239

3,372,099,729 4,078,155,161



Current Maturities of Long Term loans 1,501,393,144 5,462,582,308



Book overdraft 24,245 21,941

Other liabilties 2,184,742,614 2,321,385,123

4,145,437,328 8,471,313,981


Gratuity (Funded) 49,731,925 47,393,306


Others 8,630,455 8,519,148

1,080,812,717 1,096,798,223



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2014 2013

(`) (`)



Micro, Small & Medium Enterprises *


Other Payables ** 3,370,524,969 4,045,719,239

3,372,099,729 4,078,155,161



Current Maturities of Long Term loans 1,501,393,144 5,462,582,308



Book overdraft 24,245 21,941

Other liabilties 2,184,742,614 2,321,385,123

4,145,437,328 8,471,313,981


Gratuity (Funded) 49,731,925 47,393,306


Others 8,630,455 8,519,148

1,080,812,717 1,096,798,223




2014 2013

(`) (`)


a) Capital Advances




c) Loans & Advances


1,736,068,984 2,873,222,895



Others 212,150,077 252,290,663

454,160,726 494,301,312

16 Inventories





2,659,239,845 2,893,810,212




Less : Provision for Doubtful Debts (797,014,536) (146,476,335)

5,818,151,431 2,018,717,954

Others 1,622,288,700 5,424,817,260

7,440,440,131 7,443,535,214



Cash in Hand 2,740,083 7,773,958



Sub - total (a) 106,544,392 146,855,333

13 Non-Current Investments

As at 31st March

2014 2013

In Equity shares Face Paid Nos. Amount Face Paid Nos. AmountValue up in INR Value up in INR

In Equity shares - Quoted - Trade (At Cost)

Shiv Vani Oil &Gas Exploration Services Ltd Rs. 10 Fully 429,000 9,750,000 Rs. 10 Fully 429,000 9,750,000

Total (A) 9,750,000 9,750,000

In Equity shares - Unquoted - Trade (At Cost)






Total (B) 2,994,000 2,994,000



In Preference shares - Unquoted - Trade (At Cost)

9% Optionally Convertible Cumulative Preference

Shares of Godawari Green Energy Limited Rs. 100 Fully 5,600,000 560,000,000 Rs. 100 Fully 5,600,000 560,000,000



** SBI Magnum Balance Fund - Regular - - 39,872 2,500,000 - - 39,872 2,500,000 Plan - Growth (at Cost)

Total of investments in Mutual fund / s (E) 2,500,000 2,500,000





Other *** 9,750,000 - 9,750,000 -

575,244,000 2,636,061 15,244,000 2,174,185

*** Market Value of quoted equity shares is not considered since the shares of parent company is hold by a subsidiary




2014 2013

(`) (`)


a) Capital Advances




c) Loans & Advances


1,736,068,984 2,873,222,895



Others 212,150,077 252,290,663

454,160,726 494,301,312

16 Inventories





2,659,239,845 2,893,810,212




Less : Provision for Doubtful Debts (797,014,536) (146,476,335)

5,818,151,431 2,018,717,954

Others 1,622,288,700 5,424,817,260

7,440,440,131 7,443,535,214



Cash in Hand 2,740,083 7,773,958



Sub - total (a) 106,544,392 146,855,333

13 Non-Current Investments

As at 31st March

2014 2013

In Equity shares Face Paid Nos. Amount Face Paid Nos. AmountValue up in INR Value up in INR

In Equity shares - Quoted - Trade (At Cost)

Shiv Vani Oil &Gas Exploration Services Ltd Rs. 10 Fully 429,000 9,750,000 Rs. 10 Fully 429,000 9,750,000

Total (A) 9,750,000 9,750,000

In Equity shares - Unquoted - Trade (At Cost)






Total (B) 2,994,000 2,994,000



In Preference shares - Unquoted - Trade (At Cost)

9% Optionally Convertible Cumulative Preference

Shares of Godawari Green Energy Limited Rs. 100 Fully 5,600,000 560,000,000 Rs. 100 Fully 5,600,000 560,000,000



** SBI Magnum Balance Fund - Regular - - 39,872 2,500,000 - - 39,872 2,500,000 Plan - Growth (at Cost)

Total of investments in Mutual fund / s (E) 2,500,000 2,500,000





Other *** 9,750,000 - 9,750,000 -

575,244,000 2,636,061 15,244,000 2,174,185

*** Market Value of quoted equity shares is not considered since the shares of parent company is hold by a subsidiary





(`) (`)



Receipt from generation and supply of power 44,471,094 33,116,568

3,413,468,177 12,395,078,627

22 Other Income

Interest Income 22,426,794 46,106,893

Profit on sale of fixed assets 262,097 37,246,188



262,279,112 127,978,715



Oils & Lubricants 479,187,030 646,312,354

1,168,900,434 1,914,286,069




1,803,875,793 3,206,521,956





944,305,031 1,032,161,916

26 Finance Cost


Others 131,532,327 247,532,811


4,368,617,498 3,221,181,394



Amortization 57,680,196 57,680,196

2,283,314,921 1,843,145,353


2014 2013

(`) (`)




Bank deposits with maturity less than 3 months at inception ** - 205,598,681




Sub - total (b) 821,734,267 1,013,316,535

Total (a + b) 928,278,659 1,160,171,869

** Includes deposits of Rs. 79,80,81,106/- are under lien as margin for bank gurantees and other comittments.


Secured



Advances and other Receivables 662,323,280 1,035,310,325

Others 1,681,602,087 1,417,180,144

2,343,925,367 2,453,851,069





Others 528,005,831 497,203,638

2,158,474,130 2,072,770,877

(P.Y. Rs. 99,72,95,861/-)





(`) (`)



Receipt from generation and supply of power 44,471,094 33,116,568

3,413,468,177 12,395,078,627

22 Other Income

Interest Income 22,426,794 46,106,893

Profit on sale of fixed assets 262,097 37,246,188



262,279,112 127,978,715



Oils & Lubricants 479,187,030 646,312,354

1,168,900,434 1,914,286,069




1,803,875,793 3,206,521,956





944,305,031 1,032,161,916

26 Finance Cost


Others 131,532,327 247,532,811


4,368,617,498 3,221,181,394



Amortization 57,680,196 57,680,196

2,283,314,921 1,843,145,353


2014 2013

(`) (`)




Bank deposits with maturity less than 3 months at inception ** - 205,598,681




Sub - total (b) 821,734,267 1,013,316,535

Total (a + b) 928,278,659 1,160,171,869

** Includes deposits of Rs. 79,80,81,106/- are under lien as margin for bank gurantees and other comittments.


Secured



Advances and other Receivables 662,323,280 1,035,310,325

Others 1,681,602,087 1,417,180,144

2,343,925,367 2,453,851,069





Others 528,005,831 497,203,638

2,158,474,130 2,072,770,877

(P.Y. Rs. 99,72,95,861/-)



Amount in (`)



Lease rental commitments 162,269,460 768,667,283Export obligation under EC 652,707,027 249,136,171Directors’ Remuneration(No remuneration is to be paid to Directors & their relatives from Nil 95,000,000the current year as stipulated in CDR Scheme)


ICICI (44 M) US$ 1,05,14,94,621 1,169,232,889

32 OTHERS:

i. DEPRECIATION:

a) Depreciation on Fixed Assets in the case of subsidiary company has been provided at lower rates than the rates provided in the financial statement of Shiv-Vani Oil & Gas Co. LLC – Oman. This has resulted in the following

1. The depreciation has been higher by Rs. 45,35,718/- (Previous Year higher by Rs. 1,03,62,740/-) to the Consolidated Profit & Loss Account

2. The profit in the consolidated accounts is lower by Rs. 45,35,718/- (Previous Year profit lower of Rs. 1,03,62,740/-) and

3. The fixed assets in consolidated accounts have been stated lower by Rs. 45,35,718/- (Previous Year lower by Rs. 1,03,62,740/-)

ii. The cost in respect of old unusable fixed assets impaired amounting to Rs. 191,983,542/- (Previous Year Rs. 75,227,690/-) has been reduced from the gross block.

iii. The registration of leasehold building acquired is in process.

iv. Premium on redemption of bonds are adjusted against the Securities Premium Account.

v. The company has during the year imported stores & spares Rs. 1,21,05,994/- (Previous year Rs. 222,719,948/-) under Essentially Certificates issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

vi. The Company has not received any intimation from ‘suppliers’ regarding their status under the Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 could not be provided.

vii. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance of the provisions of section 212 of the Companies Act, 1956, subject to fulfillment of certain conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circulars and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

viii.The Company has adopted an approved plan for the payment of gratuity based on actual valuation carried by Life Insurance Corporation of India. The liability towards the same has been accounted for accordingly.



(`) (`)

28 Other Expenses

Rent 37,706,228 54,909,560 Repair & Maintenance - Others 16,505,002 22,002,630 Insurance 126,602,608 98,185,771 Rates & Taxes 4,317,458 7,047,308 Legal & Professional charges 84,192,805 90,454,455 Travelling & Conveyance 97,444,419 116,033,673 Charity & Donations 35,100 527,384 Director’s Fees 390,000 730,000 Auditors RemunerationFor Audit fee 3,761,236 3,761,236 For Consolidated Audit fee 50,000 50,000 For Tax Audit fee 250,000 250,000 For Other Matters 2,270,000 2,440,000 Loss on Abandoned Project 147,978,771 Provision for Doubtful Debts 635,159,200 Miscellaneous Expenditure 435,610,661 257,777,546

1,592,273,488 654,169,563


March-14 March-13






5 Estimated Value of Capital Commitments (Net of advances) 50,00,30,336 1,611,801,669




b Customs Duty 1,250,000 1,250,000


d Income Tax 338,567,479 339,017,125






Amount in (`)



Lease rental commitments 162,269,460 768,667,283Export obligation under EC 652,707,027 249,136,171Directors’ Remuneration(No remuneration is to be paid to Directors & their relatives from Nil 95,000,000the current year as stipulated in CDR Scheme)


ICICI (44 M) US$ 1,05,14,94,621 1,169,232,889

32 OTHERS:

i. DEPRECIATION:

a) Depreciation on Fixed Assets in the case of subsidiary company has been provided at lower rates than the rates provided in the financial statement of Shiv-Vani Oil & Gas Co. LLC – Oman. This has resulted in the following

1. The depreciation has been higher by Rs. 45,35,718/- (Previous Year higher by Rs. 1,03,62,740/-) to the Consolidated Profit & Loss Account

2. The profit in the consolidated accounts is lower by Rs. 45,35,718/- (Previous Year profit lower of Rs. 1,03,62,740/-) and

3. The fixed assets in consolidated accounts have been stated lower by Rs. 45,35,718/- (Previous Year lower by Rs. 1,03,62,740/-)

ii. The cost in respect of old unusable fixed assets impaired amounting to Rs. 191,983,542/- (Previous Year Rs. 75,227,690/-) has been reduced from the gross block.

iii. The registration of leasehold building acquired is in process.

iv. Premium on redemption of bonds are adjusted against the Securities Premium Account.

v. The company has during the year imported stores & spares Rs. 1,21,05,994/- (Previous year Rs. 222,719,948/-) under Essentially Certificates issued by Directorate General of Hydrocarbon, New Delhi for availing zero duty.

vi. The Company has not received any intimation from ‘suppliers’ regarding their status under the Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 could not be provided.

vii. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance of the provisions of section 212 of the Companies Act, 1956, subject to fulfillment of certain conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circulars and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

viii.The Company has adopted an approved plan for the payment of gratuity based on actual valuation carried by Life Insurance Corporation of India. The liability towards the same has been accounted for accordingly.



(`) (`)

28 Other Expenses

Rent 37,706,228 54,909,560 Repair & Maintenance - Others 16,505,002 22,002,630 Insurance 126,602,608 98,185,771 Rates & Taxes 4,317,458 7,047,308 Legal & Professional charges 84,192,805 90,454,455 Travelling & Conveyance 97,444,419 116,033,673 Charity & Donations 35,100 527,384 Director’s Fees 390,000 730,000 Auditors RemunerationFor Audit fee 3,761,236 3,761,236 For Consolidated Audit fee 50,000 50,000 For Tax Audit fee 250,000 250,000 For Other Matters 2,270,000 2,440,000 Loss on Abandoned Project 147,978,771 Provision for Doubtful Debts 635,159,200 Miscellaneous Expenditure 435,610,661 257,777,546

1,592,273,488 654,169,563


March-14 March-13






5 Estimated Value of Capital Commitments (Net of advances) 50,00,30,336 1,611,801,669




b Customs Duty 1,250,000 1,250,000


d Income Tax 338,567,479 339,017,125






ix. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of current assets, loans and Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

x. There are no amounts due and outstanding to be credit to Investor’s Education and Protection Fund.

xi. Figures of the previous year are regrouped and reclassified wherever necessary to correspond to figures of the current year.




Prem Singhee (Chairman and Managing Director)

Padam Singhee (Joint Managing Director )

Prakash Singhee (Brother of CMD & JMD)

Mayank Singhee (Vice President of the company and Son of CMD)

Chimanlal Singhee (Father of Prem Singhee, Padam Singhee & Prakash Singhee )

Gayatridevi Singhee (Mother of Prem Singhee, Padam Singhee & Prakash Singhee )

Madhuri Singhee (Spouse of Prem Singhee)

Vandana Singhee (Spouse of Padam Singhee)


Amount in (`)

Name of Party Description of Current year Previous yearTransaction

Prem Singhee Loan taken (net) 20,000,000 40,000,000

Padam Singhee Loan taken (net) 10,000,000 40,000,000

Prakash Singhee Loan taken (net) 2,000,000 5,000,000

Mayank Singhee Loan taken (net) 2,870,350 23,000,000

Prem Singhee Director Remuneration Nil 35,620,139

Padam Singhee Director Remuneration Nil 28,604,497

Prakash Singhee Salary Nil 15,385,416

Mayank Singhee Salary Nil 2,727,600

Chimanlal Singhee Loan taken 1,500,000 Nil

Gayatridevi Singhee Loan taken 115,00,000 Nil

Madhuri Singhee Loan taken 800,000 Nil

Vandana Singhee Loan taken 26,000,000 Nil



Particulars 2013 - 14 2012 - 13

a) Numerator


b) Denominator






Particulars 2013 - 14 2012 - 13a) Numerator



Adjusted net profit / (loss) after tax (6,663,160,368) -

b) Denominator













ix. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of current assets, loans and Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

x. There are no amounts due and outstanding to be credit to Investor’s Education and Protection Fund.

xi. Figures of the previous year are regrouped and reclassified wherever necessary to correspond to figures of the current year.




Prem Singhee (Chairman and Managing Director)

Padam Singhee (Joint Managing Director )

Prakash Singhee (Brother of CMD & JMD)

Mayank Singhee (Vice President of the company and Son of CMD)

Chimanlal Singhee (Father of Prem Singhee, Padam Singhee & Prakash Singhee )

Gayatridevi Singhee (Mother of Prem Singhee, Padam Singhee & Prakash Singhee )

Madhuri Singhee (Spouse of Prem Singhee)

Vandana Singhee (Spouse of Padam Singhee)


Amount in (`)

Name of Party Description of Current year Previous yearTransaction

Prem Singhee Loan taken (net) 20,000,000 40,000,000

Padam Singhee Loan taken (net) 10,000,000 40,000,000

Prakash Singhee Loan taken (net) 2,000,000 5,000,000

Mayank Singhee Loan taken (net) 2,870,350 23,000,000

Prem Singhee Director Remuneration Nil 35,620,139

Padam Singhee Director Remuneration Nil 28,604,497

Prakash Singhee Salary Nil 15,385,416

Mayank Singhee Salary Nil 2,727,600

Chimanlal Singhee Loan taken 1,500,000 Nil

Gayatridevi Singhee Loan taken 115,00,000 Nil

Madhuri Singhee Loan taken 800,000 Nil

Vandana Singhee Loan taken 26,000,000 Nil



Particulars 2013 - 14 2012 - 13

a) Numerator


b) Denominator






Particulars 2013 - 14 2012 - 13a) Numerator



Adjusted net profit / (loss) after tax (6,663,160,368) -

b) Denominator














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Shiv-Vani Oil & Gas Exploration Services LimitedthRegistered Office : Tower 1, 5 Floor, NBCC Plaza,

Sector V, Pushp Vihar, Saket, New Delhi – 110017 Printed by MODERN; [email protected]

Documents

Annual Report 2013-14 - Shiv-Vani Oil & Gas Exploration … report/Shiv-Vani_AR_2014_final.pdf · Annual Report 2013-14 Zeal To Explore, Drive To Excel. Corporate Information Board