MA Abraham

90 Pages·2008·1.27 MB·English

“Do not follow where the path may
lead. Go instead where there is no
path and leave a trail.”
M. A. Abraham
1939 -2004
CORPORATE INFORMATION
Board of Directors Registered Office
V. S. RAO - Chairman ‘Janpriya Crest’
P. MURARI - Vice Chairman 113 Pantheon Road
REJI ABRAHAM - Managing Director Egmore
K. BHARATHAN - Director Chennai 600 008.
K.M. JAYARAO - Nominee Director of ICICI Bank Limited Website:www.abanoffshore.com
P. VENKATESWARAN - Deputy Managing Director
Company Identification Number
C.P. GOPALKRISHNAN - Deputy Managing Director & Secretary
CIN : L01119 TN 1986PLC013473
Committees of the Board
Registrar and Share Transfer Agent
Audit Committee
CAMEO CORPORATE SERVICES LIMITED
V. S. RAO - Chairman
‘Subramanian Building’
P. MURARI - Member
No.1, Club House Road,
K. BHARATHAN - Member
Chennai – 600 002
Shareholders’ / Investors’ Grievance Committee
Registrar for FCCB
K. BHARATHAN - Chairman
DEUTSCHE BANK, LUXEMBOURG S.A
P. VENKATESWARAN - Member
C.P. GOPALKRISHNAN - Member 2, Boulevard Konrad Adenauer,
L -1115 Luxembourg
Compensation Committee
Grand Duchy of Luxembourg
V. S. RAO - Chairman
P. MURARI - Member Trustee
K. BHARATHAN - Member DEUTSCHE TRUSTEE COMPANY LIMITED
REJI ABRAHAM - Member Winchester House
1 Great Winchester Street
Auditors
London EC2N 2DB
FORD, RHODES, PARKS & CO.,
United Kingdom
Chartered Accountants
‘Paruvatham’ Principal Agent and Transfer Agent
No.2, 56th Street, DEUTSCHE BANK AG, LONDON BRANCH
Off 7th Avenue, Ashok Nagar Winchester House
Chennai – 600 083 1 Great Winchester Street,
London EC2N 2DB
Bankers
AXIS BANK LIMITED United Kingdom
BANK OF BARODA
BANK OF INDIA
CANARA BANK
CORPORATION BANK
DnB NoR BANK ASA
EXPORT IMPORT BANK OF INDIA
ICICI BANK LIMITED
IDBI BANK LIMITED
INDIAN BANK
INDIAN OVERSEAS BANK
ORIENTAL BANK OF COMMERCE
PUNJAB NATIONAL BANK
STANDARD CHARTERED BANK
STATE BANK OF INDIA
SYNDICATE BANK
UCO BANK
2
R
Aban Offshore Limited
(Formerly Aban Loyd Chiles Offshore Limited)
Registered Office
‘Janpriya Crest’, 113 Pantheon Road, Egmore, Chennai 600 008.
NOTICE TO MEMBERS
NOTICE is hereby given that the Twenty Second Annual General Finance of the Government of India, Reserve Bank of India and any
Meeting of the Members of ABAN OFFSHORE LIMITED will be other appropriate authorities, institutions or bodies, as may be
held on Wednesday the 17th September 2008 at 11.00 A.M at the necessary and subject to such terms and conditions, modifications,
Mini Hall of Music Academy No.168 (Old No.306) T.T.K. Road, alterations as may be prescribed and/or specified by any of them in
Royapettah, Chennai – 600 014 to transact the following business: granting any such approval, consent, permission or sanction, the
consent, authority and approval of the Company be and is hereby
ORDINARY BUSINESS
accorded to the Board of Directors (hereinafter referred to as the
1. To receive, consider and adopt the Audited Profit and Loss
“Board”, which term shall be deemed to include any Committee
Account for the year ended 31st March 2008 and the Balance
thereof) to offer, issue, and allot, in the course of one or more offerings,
Sheet as on that date together with the reports of the Board of
in one or more domestic/foreign markets, any securities (including
Directors and Auditors thereon.
but not limited to Equity Shares, Global Depository Receipts American
2. To consider and declare a dividend @ 8% p.a. on Non-
Depository Receipts/Shares, Foreign Currency Convertible Bonds,
Convertible Cumulative Redeemable Preference Shares for
Convertible Bonds, Euro - Convertible Bonds that are convertible at
the year ended 31st March 2008.
the option of the Company and / or at the option of the holders of
3. To consider and declare a dividend @ 9% p.a. on Cumulative such securities, securities partly or fully convertible into Equity Shares
Non -Convertible Redeemable Preference Shares for the year and / or securities linked to Equity Shares and / or any instruments
ended 31st March 2008 or securities with or without detachable warrants secured or
4. To consider and declare a dividend on Equity Shares for the unsecured or such other types of securities representing either
year ended 31st March 2008 Equity Shares or convertible securities) (hereinafter referred to as
“Securities”) to Foreign/Domestic investors, Non-residents, Foreign
5. To appoint a Director in place of Mr. V.S. Rao who retires by
Institutional Investors/Foreign Companies /NRI(s)/Foreign
rotation and being eligible offers himself for re-appointment.
National(s) or such other entities or persons as may be decided by
6. To appoint a Director in place of Mr. P. Venkateswaran who
the Board, whether or not such persons/entities/investors are
retires by rotation and being eligible offers himself for re-
Members of the Company through Prospectus, Offering Letter,
appointment.
Circular to the general public and / or through any other mode or on
7. To consider and if thought fit to pass with or without modification(s) private placement basis as the case may be from time to time in one
the following resolution as a SPECIAL RESOLUTION or more tranches as may be deemed appropriate by the Board on
“RESOLVED THAT M/s. Ford, Rhodes, Parks & Co., Chartered such terms and conditions as the Board may in its absolute discretion
Accountants, Chennai be and are hereby re appointed as the deem fit for an amount not exceeding US$ 400 Million (US Dollar
Auditors of the Company to hold office from the conclusion of this Four hundred Million only) including green shoe option on such
Annual General Meeting to the conclusion of the next Annual General terms and conditions including pricing as the Board may in its sole
Meeting to conduct the audit on a remuneration plus reimbursement discretion decide including the form and the persons to whom such
of expenses incurred in connection with Audit as may be paid on a Securities may be issued and all other terms and conditions and
progressive billing basis to be agreed between the Auditor and the matters connected therewith.”
Board or any committee thereof. “RESOLVED FURTHER THAT without prejudice to the generality
SPECIAL BUSINESS of the above the aforesaid issue of the Securities may have all or
8. To consider and if thought fit to pass with or without modification(s) any term or combination of terms in accordance with normal practice
the following resolution as a SPECIAL RESOLUTION including but not limited to conditions in relation to payment of interest,
dividend, premium or redemption or early redemption at the option
RESOLVED THAT, in accordance with the provisions of Section 81
of the Company and / or to the holder(s) of the Securities and other
and 81(1A) and all other applicable provisions, if any, of the
debt service payment whatsoever and all such terms as are provided
Companies Act, 1956 (including any statutory modification(s) or re-
in offerings of this nature including terms for issue of additional Equity
enactment thereof) and relevant provisions of the Memorandum of
Shares of variation of interest payment and of variation of the price
Association and Articles of Association of the Company, the Foreign
or the period of conversion of Securities into Equity Shares or issue
Exchange Management Act, 1999, and the issue of Foreign Currency
of Equity Shares during the duration of the Securities or terms
Convertible Bonds and Ordinary Shares (through Depository Receipt
pertaining to voting rights or option for early redemption of Securities.”
Mechanism) Scheme, 1993, guidelines prescribed by the Securities
and Exchange Board of India (“SEBI”) and subject to such “RESOLVED FURTHER THAT the Board be and is hereby
approvals, consents, permissions and / or sanction of the Ministry of authorised to issue and allot such number of underlying Equity Shares
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as may be required to be issued and allotted upon conversion of regard to any such issue, offer or allotment of securities and in
any such Securities referred to above or as may be in accordance complying with any Regulations, as it may in its absolute discretion
with the terms of the offering(s) and that the said Equity Shares shall deem fit, without being required to seek any further clarification,
be subject to the Memorandum and Articles of Association of the consent or approval of the members or otherwise to the end and
Company and shall rank in all respects pari passu with the existing intent that the members shall be deemed to have given their approval
Equity Shares of the Company including payment of dividend.” thereto expressly by the authority of this resolution.”
“RESOLVED FURTHER THAT the consent of the Company be and “RESOLVED FURTHER THAT the Board be and is hereby
is hereby granted in terms of Section 293(1)(a) and Section 293(1)(d) authorised to delegate all or any of the powers herein conferred to
other applicable provisions, if any, of the Companies Act, 1956 and any Committee of Directors or the Managing Director or any Deputy
subject to all necessary approvals, to the Board to borrow monies Managing Director or any other Officer or Officers of the company to
in excess of the paid up capital and free reserves and to secure, if give effect to the aforesaid resolution.”
necessary, all or any of the above mentioned Securities to be issued,
9. To consider and if thought fit to pass with or without modification(s)
by the creation of a mortgage and / or charge on all or any of the
the following resolutions as a Special Resolution.
Company’s immovable and / or movable assets, both present and
“RESOLVED THAT pursuant to the provisions of section 81(1A)
future in such form and manner and on such terms as may be
and other applicable provisions, if any, of the Companies Act, 1956
deemed to be fit and appropriate by the Board.”
(including any amendments thereto or re-enactment thereof), the
“RESOLVED FURTHER THAT such of these Securities to be issued
provisions of Chapter XIII A of the SEBI (Disclosure and Investor
as are not subscribed may be disposed of by the Board to such
Protection) Guidelines 2000 (“SEBI DIP Guidelines”), the provisions
person in such manner and on such terms as the Board in its absolute
of the Foreign Exchange Management Act, 1999 (“FEMA”), Foreign
discretion thinks fit, in the best interest of the Company and as is
Exchange Management (Transfer or issue of Security by a Person
permissible in law.”
Resident outside India) Regulations 2000 (“FEMA Regulations”)
“RESOLVED FURTHER THAT the Company may enter into any and such other statutes, rules, regulations and guidelines as may
arrangement with any agency or body for issue of Depository be applicable and relevant, the Board of Directors may at their
Receipts representing underlying Equity Shares/Preference Shares absolute discretion, issue, offer and allot Equity Shares / Fully
/ other securities issued by the Company in registered or bearer convertible Debentures (FCD) / Partly Convertible Debentures
form with such features and attributes as are prevalent in international (PCD) / Optionally convertible Debentures (OCD) or any other
capital markets for instruments of this nature and to provide for the securities other than warrants, which are convertible into or
tradability or free transferability thereof as per the international exchangeable with the equity shares of the Company or other
practices and regulations and under the forms and practices specified securities (hereinafter collectively referred to as
prevalent.” “Securities”) in one or more placements to Qualified Institutional
“RESOLVED FURTHER THAT the Securities issued in foreign Buyers ( as defined under SEBI DIP Guidelines, “QIB”) for an
markets shall be deemed to have been made abroad and / or in the amount not exceeding INR 1000 Crores (Rupees one thousand
market and / or at the place of issue of the Securities in the international crores only ) inclusive of such premium as may be finalized by the
market and may be governed by applicable foreign laws.” Board under a Qualified Institutional Placement (“QIP”) as provided
under the SEBI DIP Guidelines).
“RESOLVED FURTHER THAT for the purpose of giving effect to
any issue or allotment of Securities or instruments representing the “RESOLVED FURTHER THAT where Securities which are
same, the Board be and is hereby authorised to determine the form, convertible into or exchangeable with Equity Shares at a later date
terms and timing of the offering(s), including the class of investors to are issued under a QIP authorised under the previous paragraph,
whom the Securities are to be allotted, number of Securities to be the relevant date for the purpose of determining the pricing of the
allotted in each tranche, issue price, face value, premium amount on resultant shares shall be 18th August 2008, the day which is 30
issue / conversion of Securities, Exercise of warrants / Redemption days prior to 17th September 2008, the date on which the meeting of
of Securities, rate of interest, redemption period, listings on one or general body of shareholders is held, in terms of Section 81(1A) of
more stock exchanges as the Board in its absolute discretion deems the Companies Act, 1956 to consider the proposed issue of Securities
fit and to make and accept any modifications in the proposal as may by way of a QIP.
be required by the authorities involved in such issues and on behalf “RESOLVED FURTHER THAT (i) The Securities to be so created,
of the Company to do all such acts, deeds, matters and things as it offered, issued and allotted shall be subject to the provisions of the
may at its discretion deem necessary or desirable for such purpose, Memorandum of Association and Articles of Association of the
including without limitation the Appointment of Registrar, Book-Runner, Company and (ii) the Underlying Equity Shares shall rank paripassu
Lead-Managers, Trustees / Agents, Bankers, Global Co-ordinators, with the existing Equity Shares of the Company in all respects including
Custodians, Depositories, Consultants, Solicitors, Accountants, payment of dividend.”
entering into arrangements for underwriting, marketing, listing, trading, “RESOLVED FURTHER THAT without prejudice to the generality
depository and such other arrangements and agreements, as may of the above, subject to applicable laws as aforesaid securities may
be necessary and to issue any offer document(s) and sign all deeds, have such features and attributes or any terms or combination of
documents and to pay and remunerate all agencies / intermediaries terms in accordance with the international practice to provide for the
by way of commission, brokerage, fees, charges, out of pocket tradability thereof as per the prevailing practices and regulations in
expenses and the like as may be involved or connected in such the capital markets including but not limited to the terms and conditions
offerings of securities, and also to seek listing of the securities or what so ever including terms for the issue of additional securities and
securities representing the same in any Indian and / or in one or the Board be and is hereby authorized in its absolute discretion in
more international stock exchanges with power on behalf of the such manner as it may deem fit to dispose off such of the securities
Board to settle any questions, difficulties or doubts that may arise in that are not subscribed.”
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RESOLVED FURTHER THAT for the purpose of giving effect to the “RESOLVED THAT the existing Clause V of the Memorandum of
above resolution the Board be and the same is hereby authorized to Association of Company be deleted and substituted with the following
do all such acts deeds matters and things including but not limited to new clause.
creation of mortgage / charge under section 293(1)(a) of the
V. The Authorised Share Capital of the Company is
Companies Act, in respect of securities as aforesaid either on pari-
Rs. 1500,00,00,000/- (Rupees One thousand five hundred crores only)
passu basis or otherwise, as it may in its absolute discretion deem fit
divided into 250,00,00,000 (Two hundred Fifty crores only) Equity Shares
and to settle all questions, difficulties or doubts that may arise in
of Rs. 2/- (Rupees Two only) each aggregating to Rs.500,00,00,000/-
regard to the issue, offer or allotment of Securities and utilization of
(Rupees five hundred crores only) and 100,00,00,000 (One
the issue proceeds as it may in its absolute discretion deem fit without
Hundred crores only) Cumulative Redeemable Preference Shares
being required to seek any further consent or approval of the members
of Rs. 10/- (Rupees Ten only) each aggregating to
or otherwise to the end and intent that the members shall be deemed
Rs.1000,00,00,000/- (Rupees one thousand crores only) with rights,
to have given their approval thereto expressly by the authority of
privileges and conditions attached thereto as are provided by the
this resolution.
regulations of the Company for the time being and to vary, modify or
RESOLVED FURTHER THAT the Board be and is hereby authorized abrogate any such rights, privileges or conditions in such a manner
to appoint such consultants, bookrunners, lead managers, as may be provided by the regulations of the Company, subject to
underwriters, guarantors, depositories, custodians, registrars, the provisions of the Companies Act, 1956.”
trustees, bankers, lawyers, merchant bankers and any other
12.To consider and if thought fit to pass with or without modification(s)
advisors and professionals as may be required and to pay them
the following resolution as a Special Resolution
such fees, commission and other expenses as they deem think fit.
“RESOLVED THAT the existing clause 3 of the Articles of Association
“RESOLVED FURTHER THAT the allotment of Securities shall be
of the Company be deleted and substituted with following new clause
to Qualified Institutional Buyers in accordance with the Qualified
3. The Share Capital of the Company is Rs.1500,00,00,000/-
Institutional Placement (QIP), Chapter XIIIA of SEBI (Disclosure of
(Rupees one thousand five hundred crores only) divided into
Investor Protection) Guidelines, such Securities shall be fully paid-
250,00,00,000 (Two hundred and fifty crores only) Equity Shares
up and the allotment of such Securities shall be completed within 12
of Rs. 2/- (Rupees Two only) each aggregating to Rs.500,00,00,000/-
months from the date of this resolution without the need for fresh
(Rupees five hundred crores only) and 100,00,00,000 (One
approval from the shareholders and placements made in
hundred crores only) Cumulative Redeemable Preference Shares
pursuance of this resolution, if approved shall be separated by
of Rs.10/- (Rupees Ten only) each aggregating to
at least six months between each placement.
Rs.1000,00,00,000/- (Rupees one thousand crores only) with power
RESOLVED FURTHER THAT the Board be and is hereby authorized
to increase or reduce the capital in accordance with the provisions of
to delegate all or any of the powers herein conferred to any committee
the Companies Act, 1956.”
of directors or chief executive officer or any executive director or
13.To consider and if thought fit to pass with or without modification(s)
directors or any other officer or officers of the Company to give effect
the following resolution as a Special Resolution
to the aforesaid resolution.”
“RESOLVED THAT 50,00,00,000 Cumulative Redeemable
10.To consider and if thought fit to pass with or without modification(s)
Preference Shares of Rs.10/- each forming part of the Authorised
the following resolution as a Special Resolution
Share Capital of the Company be issued at par / premium / discount
“RESOLVED THAT pursuant to Section 94 and other applicable
and allotted to any person or persons, in one or more tranches and
provisions, if any, of the Companies Act, 1956, the Authorised
on such terms as to dividend, preferential payment and redemption
Share Capital of the Company be increased from
as the Board of Directors (hereinafter referred to as the “Board”,
Rs.1000,00,00,000/- (Rupees one thousand crores only) divided
which term shall include any committee(s) which the Board may
into 250,00,00,000 (Two hundred and fifty crores only) Equity
constitute to exercise the powers of the Board including the powers
Shares of Rs.2/- (Rupees Two only) each aggregating to
conferred by this resolution) may deem fit and that the provisions of
Rs.500,00,00,000/- (Rupees five hundred crores only) and
Section 81 of the Companies Act, 1956 shall not apply to the aforesaid
50,00,00,000 (Fifty crores only) Cumulative Redeemable Preference
issue and that such shares need not be offered to the existing
Shares of Rs.10/- (Rupees Ten only) each aggregating to
Shareholders of the Company.”
Rs.500,00,00,000/- (Rupees five hundred crores only) to
“RESOLVED FURTHER THAT the Board of Directors or a Committee
Rs.1500,00,00,000/- (Rupees One thousand five hundred crores
thereof be and is hereby authorised to do all acts and deeds as may
only) divided into 250,00,00,000 (Two hundred fifty crores only)
be necessary, usual, proper and expedient to give effect to this
Equity Shares of Rs. 2/- (Rupees Two only) each aggregating to
Resolution including listing of securities in the Stock Exchanges, if
Rs.500,00,00,000/- (Rupees five hundred crores only) and
necessary.”
100,00,00,000 (One hundred crores only) Cumulative Redeemable
Preference Shares of Rs.10/- (Rupees Ten only) each aggregating
to Rs.1000,00,00,000/- (Rupees one thousand crores only) with
By Order of the Board
the power to increase or reduce, consolidate, subdivide the capital
in accordance with the provisions of the Companies Act, 1956.” Sd/-
11. To consider and if thought fit to pass with or without modification(s) Chennai C.P. Gopalkrishnan
the following resolution as a Special Resolution. July 21, 2008 Deputy Managing Director & Secretary
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Notes Members holding shares in the electronic form are requested to
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE contact their respective Depository participants in this connection.
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND 9. Unclaimed Dividends
AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY Transfer to General Revenue Account
NEED NOT BE A MEMBER OF THE COMPANY. PROXY
Pursuant to Section 205 A of the Companies Act, 1956 all
FORM IN ORDER TO BE EFFECTIVE SHOULD BE
unclaimed / unpaid dividends upto the Financial Year ended
LODGED AT THE REGISTERED OFFICE OF THE COMPANY
31st March 1995 have been transferred to the General Revenue
NOT LATER THAN 48 HOURS BEFORE THE
Account of the Central Government. Members who have not
COMMENCEMENT OF THE MEETING. BLANK PROXY
yet encashed their dividend warrants for the said period are
FORM IS ANNEXED.
requested to forward their claims in Form II prescribed under
2. Members / Proxies should bring the enclosed attendance slip
the Companies Unpaid Dividend (Transfer to General Reserve
duly filled in for attending the Meeting alongwith Annual Report
Account of the Central Government) Rules 1978 to Office of the
Corporate Members intending to send their authorized
Registrar of Companies, Shastri Bhavan, 26 Haddows Road,
representatives to attend the Meeting are requested to send a
Chennai 600 006
certified copy of Board Resolution authorizing their representative
Transfer to the Investor Education and Protection Funds
to attend and vote on their behalf at the meeting.
Consequent upon amendment to Section 205 A of the Companies
3. The Register of Members and the Share Transfer Books of the
Act, 1956 and introduction of Section 205 C by the Companies
Company will remain closed from 10.09.2008 to 17.09.2008
(Amendment) Act 1999 the amount of dividend remaining unpaid
(both days inclusive) for the purpose of declaration of dividend.
or unclaimed for a period of seven years from the date of transfer
4. Explanatory Statement pursuant to Section 173(2) of the
to the unpaid dividend account of the Company shall be
Companies Act, 1956 relating to the Special Business to be
transferred to the investor education and protection fund (the
transacted at the Meeting is annexed hereto.
fund) set up by the Government of India.
5. Dividend on Equity Shares if declared at the Annual General
Accordingly the dividend, which had remained unpaid/ unclaimed
Meeting will be paid on or after 17.09.2008 to those persons
for the financial year ended 31st March 1996 to 31st March
or their mandates.
2000, have been transferred to the Investor Education and
(i) Whose names appear as Beneficial Owners as at the end of
Protection Fund.
the business hours on 09.09.2008 in the list of Beneficial Owners
It may be noted that the unpaid/unclaimed dividend for the financial
to be furnished by National Securities Depository Limited and
Central Depository Services (India) Limited in respect of the year ended 31st March 2001 is due for transfer to the fund.
shares held on electronic form; and Members are requested to note that no claim shall lie against the
(ii) Whose name appear as members in the Register of Members Company or the aforesaid fund in respect of any amount of
of the Company after giving effect to valid share transfers in dividend remaining unclaimed / unpaid for a period of seven
physical form lodged with the Company / Registrar and Share years from the date they first became due for payment. Any
Transfer Agent on or before the aforesaid date. person / member who has not claimed dividend in respect of the
6. Dividend on Preference Shares if declared at the Annual General financial year ended 31st March 2001 or any year thereafter
Meeting will be paid on or after 17.09.2008 to the eligible are requested to approach the Company / the Registrar and
members or their mandates. Share Transfer Agent of the Company for claiming the same.
7. Nomination Facility The Members who have not yet encashed the dividend
Members holding shares in physical form may obtain the warrant(s) for the financial years 2001-2002 to 2006-2007 are
Nomination Forms from the Company’s Registrar and Share requested to approach the Company / Company’s Registrar
Transfer Agent. with their warrants for revalidation. Dividend for these years
Members holding shares in electronic form may obtain the which remain unclaimed for a period of 7 years will be
Nomination Forms from their respective Depository Participants. transferred by the Company to Investor Education and Protection
Fund.
8. Electronic Clearing Services (ECS) facility
To avoid the loss of dividend warrants in transit and undue 10.Bank Mandates
delay in respect thereof the Company provides ECS facility to In order to provide protection against fraudulent encashment of
the members. The ECS facility is available at locations identified the warrants, members holding shares in physical form are
by the Reserve Bank of India. requested to intimate the Company / Registrar and Share
Members holding shares in physical form may furnish their details Transfer Agent under the signature of the Sole / First Holder, the
in the prescribed form, which can be obtained, from the Registrar following information to be incorporated on the Dividend
and Share Transfer Agent of the Company. Warrants:
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1. Name of the Sole / First joint holder and the Folio Number. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF
2. Particulars of Bank Account Viz. THE COMPANIES ACT, 1956 IN RESPECT OF SPECIAL
a.Name of the Bank BUSINESS CONTAINED IN THE NOTICE DATED 21ST JULY 2008
b Name of Branch
Item No.8
c. Complete address of the Bank with Pin code number.
In view of the growing operations of the Company,and to augment
d. Bank Account number allotted by the Bank.
the fund requirements of the company, your Company proposed to
In respect of matters pertaining to bank details, ECS mandates, create, offer, issue and allot equity shares, GDRs, ADRs, FCCBs,
nomination, Power of Attorney, Change in name / address etc. etc., as stated in the resolution. The proposed resolution for issuance
Members are requested to approach the Company’s Registrar of equity shares FCCBs, GDRs, ADRs, etc for an amount not
and Share Transfer Agent, in case of shares held in physical exceeding USD400 million, include the renewal of limits of issuance
form and the respective Depository Participants, in case of shares of USD 200 Million approved by the members at the 21st Annual
held in electronic form. In all correspondence with the Company General Meeting held on 16th August 2007. The resolution is
/ Registrar and Share Transfer Agent members are requested placed before the Meeting for approval.
to quote their account / folio numbers or DP ID and Client ID for
None of the Directors is concerned or interested in the resolution
physical or electronic holdings respectively.
contained in item No.8 of the notice.
11. Members desirous of getting any information on the accounts or
Item No. 9
operations of the Company are requested to forward queries to
In order to meet the funding requirement of growing operations
the Company at least seven working days prior to the Meeting,
and for general corporate purpose, your company propose to
so that the required information can be made available at the
raise funds upto Rs.1000 crores by issue, offer and allot Equity
Meeting.
Shares / Fully convertible Debentures (FCD) / Partly Convertible
Details of Directors Seeking reappointment at the Debentures (PCD) / Optionally convertible Debentures (OCD)
forthcoming Annual General Meeting to be held on or any other securities other than warrants, which are convertible
17th September 2008 (in pursuance of clause 49 of the into or exchangeable with the equity shares of the Company or
Listing Agreement) other specified securities (hereinafter collectively referred to as
“Securities”) in one or more placements to Qualified Institutional
Name of Director V.S. Rao P. Venkateswaran
Buyers ( as defined under SEBI DIP Guidelines, “QIB”) Your
Date of Birth 18.07.1929 12.02.1951
company also wants to attract Qualified Institutional Buyers (QIBs)
/ International Institutional Investors of repute and create
Date of Appointment 22.08.1991 01.08.2001
adequate float for such investors to become a meaningful holders
Expertise in specific Management Operation &
of the Company’s Equity Shares. Therefore the resolutions
functional areas Management
proposed under item 9 seek to empower the Board to undertake
Qualfications B.E. (Hons) B.Tech a qualified institutional placement with qualified institutional buyers
as defined by the SEBI DIP Guidelines, to be completed within
Pune University
twelve months of shareholder approval, without the need for
Shareholding in the
fresh approval from the shareholders. Placements made in
Company Equity
pursuance of this resolution, if approved shall be separated by
Shares of at least six months between each placement.
Rs.2/- each 250 7605
The Board recommends the passing of the special resolution(s)
Directorships held in Aban Energies Aban Energies Limited as set out item No. 9 in the Notice
other Public Limited Limited Perunad Plantations None of the Directors is concerned or interested in the resolution
Companies excluding Limited contained in item No.9 of the notice.
Private and North Chennai Power Item No.10,11 & 12
Foreign Companies Company Limited The present authorized Share Capital of the Company is Rs.1000
Mahanadhi Aban Crores consisting of 250,00,00,000 (Two Hundred and fifty
Power Company crores) Equity Shares of Rs.2/- (Rupees two only) each
Limited aggregating to Rs.500,00,00,000/- (Rupees five hundred crores
only) and 50,00,00,000 (Fifty Crores only) Cumulative
Membership / Audit Committee Shareholder
Redeemable Preference Shares of Rs.10/- (Rupees ten only)
Chairmanship - Chairman Grievance Committee
each aggregating to Rs.500,00,00,000/- (Rupees five hundred
of Committees in the - Member
crores only). To enable the Company to expand its activities for
Company
seeking the emerging opportunities for growth it is considered
7
necessary to increase the share capital of the Company to Item No. 13
Rs.1500,00,00,000/- (Rupees one thousand five hundred crores In order to meet the fund requirement it is proposed to offer / issue
only) consisting of 250,00,00,000 (two hundred and fifty crores and allot Cumulative Redeemable Preference Shares. For making
only) Equity Shares of Rs.2/- each aggregating to preferential allotment the approval of the shareholders is necessary.
Rs.500,00,00,000/- (Rupees five hundred crores only) and Hence the item is placed before the Meeting for approval.
100,00,00,000 (one hundred crores only) Cumulative
None of the Directors is concerned or interested in the resolution
Redeemable Preference Shares of Rs.10/- each aggregating to
contained in item No.13 of the notice .
Rs.1000,00,00,000/- (Rupees one thousand crores only). Such
increase in the authorized share capital requires alteration of
capital clause in the Memorandum and Articles of Association of
the Company. Hence item no.10,11 & 12 are placed before the By Order of the Board
meeting for approval.
Sd/-
None of the Directors is concerned or interested in the resolution Chennai C.P. Gopalkrishnan
contained in item No.10 to 12 of the notice. July 21, 2008 Deputy Managing Director & Secretary
8
AbanOffshoreLimited/02
As the price and demand for oil and
gas rise, global E&P activity gains
momentum. In turn, this has
catalysed the demand for drilling
services the world over.
Aban Offshore Limited is one of the
most dynamic players in this sector
across the world.
The Company is among the ten
largest and fastest growing offshore
drilling service providers in the
world.
9
AnnualReport2007-08/03
Our visiting card
Parentage Vision
(cid:2)AbanOffshoreistheflagshipCompanyoftheAbanGroup
(cid:2)PromotedbythelateMr.M.A.Abraham (cid:2)Tocontinueasthemarket
(cid:2)Promotersheldapproximately61%stakeintheCompany(asonMarch31,2008) leaderinprovidingoffshore
drillingservicesinIndia
Contribution (cid:2)Toachievefar-reaching
(cid:2)Providesoilfieldservicesforoffshoreexplorationandtheproductionofhydrocarbonsin successbydeveloping
Indiaandabroad innovative,integrated,
(cid:2)Servicescomprisedrillingservices tomanningandmanagement enterprisingandworld-class
servicesfortheglobal
Partners hydrocarbonindustry
(cid:2)Partnersinthegrowthofhydrocarbondevelopmentandproductionindomesticand (cid:2)Toprovideclientsan
internationalgeographies. unmatchedvalueproposition,
(cid:2)NotableclientsincludeOil&NaturalGasCorporationLtd.(ONGC),HardyExploration& throughitsprovenexperience,
Production(India)Inc.,OrientalOilCo.,Dubai,ShellBrunei,ShellMalaysia,GujaratState moderntechnologyand
PetroleumCorporationLtd.(GSPC),HindustanOilExplorationCo.Ltd.,CairnEnergy,Petronas diverserangeofservices
CarigaliSDNBHD,Chevron,ExxonMobil,ROCOilChinaandPetroparsLtd.amongothers
Presence
(cid:2)HeadquarteredinChennai,India
(cid:2)Subsidiariesandoverseasofficesingeographicregions.
(cid:2)ShareslistedontheMadras,BombayandNationalStockExchanges.
(cid:2)FCCBslistedontheSingaporeExchange.
Performance
(cid:2)Revenuegrowthof22%compoundedoverthefiveyearsleadingto2007-08
(cid:2)EBIDTAgrowthof24%compoundedoverthefiveyearsleadingto2007-08
(cid:2)PATgrowthof27%compoundedoverthefiveyearsleadingto2007-08
(cid:2)Uninterrupteddividendrecordfor20years
Assetgrowth
(cid:2)Acquisitionofthesemi-submersiblerig,AbanPearl(Ex-BulfordDolphin)
Promotedin Numberofassets TheAbanteam Uninterrupted Marketcapitalisation
dividend
1986 21 700 20 113.96
years Rs. bn
Ason31stMarch08 Ason31stMarch08 Ason31stMarch08
10