aban offshore ltd Auditors report


To the Members of ABAN OFFSHORE LIMITED

Report on the Ind AS Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of M/s Aban Offshore Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive

Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of "the Act" read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its loss including total comprehensive income showing a net negative balance, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Non-receipt of of bank account balances including loan accounts as stated below:

Bank Balances including Deposits INR 16.28 million

Term Loans including Non-Convertible Redeemable Preference Shares INR 6,737.19 million

In view of the non-confirmation of bank and loan balances, we are not in a position to ascertain and comment on the correctness of the above mentioned outstanding balances and the resultant impact of the same on the standalone financial statements of the Company.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA"s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors

Responsibilities for the Audit of the Standalone Financial Statements section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern

We draw attention to Note - 33 to the accompanying standalone financial statements - the Company has incurred a net loss of INR 1,149.92 million for the year ended 31 March 2023 and, as of that date Companys accumulated loss amounts to INR 31,030.92 million on account of which the net worth is eroded and also, current liabilities exceeded current assets by INR 11,497.47 million as at 31 March 2023. The company has defaulted in repayment of loan installments, payment of interest on term loans, and redemption of non-convertible redeemable preference shares. These conditions indicate that material uncertainty exists that may cast significant doubt on the companys ability to continue as a going concern. However, the management believes that the use of the going concern assumption on the preparation of the standalone financial statements of the Company is still appropriate in view of its continuing discussions with its lenders to obtain approval for and implementation of an appropriate debt resolution plan and will continue to be in operation in the foreseeable future.

Our opinion is not modified in respect of this matter.

Emphasis of Matters

We draw attention to Note 26 ‘Contingent Liabilities of the standalone financial statements which, disclose the amounts not paid under disputes with various Government Authorities amounting to INR 16858.18 million and are awaiting adjudication as at 31.03.2023 as mentioned in detail under point no VII (b) in Annexure A of our report.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significant in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the ‘Material Uncertainty in relation to the Going Concern Section, we have determined the matters described below to be the key audit matters to be communicated in our report

Key Audit Matter

How our audit addressed the key audit matter

Contingent Liabilities relating to statutory dues

 
There are material tax/duty claims against the company which are under various stages of disputes, involving significant judgment to determine the possible outcome of these disputes. We have obtained details of key claims against the company, completed tax assessments, demands, and tax/ duty positions. We reviewed the status of disputes, read and analyzed selected key correspondences including appeal papers and assessment orders and representation taken from the management, discussed with appropriate senior management officials, and evaluated the managements underlying key assumptions.
Refer Note 26 of the standalone financial statements We reviewed managements estimate of the possible outcome of the disputed cases in evaluating managements position on these uncertain claims and tax positions and reviewed the appropriate disclosures in the financials.

Deferred Tax Assets

 
The Company has carried deferred tax assets recognised in earlier years which are based on the likelihood of future taxable income available for set off. The recognition of deferred tax assets involves judgment regarding the likelihood of realization of these assets, in particular whether there will be sufficient taxable profits in future periods that support the recognition of these assets. Given the degree of judgment involved in considering these deferred tax assets as recoverable or otherwise, we consider this to be a key audit matter. Our procedures include obtaining an understanding of the process and the controls over the preparation of forecasts by the Management with respect to the recoverability of deferred taxes on unabsorbed depreciation and carried forward losses. We reviewed the inputs and assumptions used in the forecast. Evaluated disclosures for deferred tax asset balance including those related to significant accounting estimates and judgments in the standalone financial statements.

Disposal of Non-Current Asset held for Sale

 
During the year the Company disposed off non-current assets held for sale (2 jack up rigs and a drill ship) and utilized the sale proceeds to pay the dues to the bankers. We have reviewed the sale agreements and related board approvals. We have verified the sale proceeds utilization.
Given the size and importance of the disposal of assets held for sale, we consider this to be a key audit matter. Reviewed the disclosure of information relating to this in the standalone financial statements.
Refer Note 3(b) of the standalone financial statements.  

Suits against the Company - Contingent Liabilities

 
The Companys disclosures relating to a civil suit filed against the Company have been identified as a key audit matter due to the quantum and complexity of claims. Obtained the Companys legal cases summary and critically assessed managements position through discussions with the legal head and Company management, on both the probability of success in significant cases and the magnitude of any potential loss.
Refer Note 26 of the standalone financial statements.  

Bareboat Income Accounting

 
The accounting for bareboat contracts with customers under Ind AS 116 ‘Leases is dependent on the specific arrangements between the Company and its clients as agreed upon in the contracts. The guidance provided by Ind AS 116 however, is mainly from a lessee perspective and provides less guidance from a lessor perspective, which is the majority of the companys income. Our procedures included obtaining an understanding of and evaluating the Companys process and control over revenue recognition. A specific emphasis was set on verifying that revenue transactions at the end of the financial year and at the beginning of the new financial year have been recognized in the proper accounting period by comparing revenues close to the balance sheet date with the respective contractual terms.
We considered this area to be a key audit matter given the magnitude of the amounts involved. We assessed the Companys disclosure relating to revenue recognition and Ind AS 116.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directors Report and Corporate Governance Report but does not include the standalone financial statements, consolidated financial statements, and our auditors report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance and conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation, and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has an adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure, and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

IX. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of

Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure ("Annexure A") a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the foreign branch not visited by us.

(c) The report on the accounts of the foreign branch office of the Company, audited by a person duly qualified to act as an auditor of the accounts of the branch office in accordance with the laws of that country, as per Section 143

(8) of the Act, has been provided to us and the same has been considered in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow

Statement, and the Statement of Changes in Equity dealt with in this Report are in agreement with the books of account.

(e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. (f) On the basis of the written representations received from the directors as on 31st March 2023 and taken on record by the Board of Directors, none of the directors disqualified as on 31st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the adequacy of the internal financial controls over the financial reporting of the Company with reference to this standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

(h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, during the year under audit the Company has not paid any remuneration to its directors. (i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us. i. The Company, as detailed in note 26 to the standalone Financial Statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023. ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses as at 31 March 2023. iii. There were no amounts that are required to be transferred, to the Investor Education and Protection Fund by the Company as at 31st March 2023. iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiary") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiary") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures which are considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations made by the

Management under sub-clause (a) and (b) above, contain any material misstatement. v. The Company has not declared or paid any dividend during the year ended 31 March 2023. vi. As per the Ministry of Corporate Affairs (MCA) notification G.S.R. 235 (E) dated 31.03.2022, the opinion on the accounting software audit trail is not applicable for the year under audit.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

ICAI UDIN: 23016059BGYZHL8331

Place: Chennai Date: May 24, 2023

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date under the caption "Report on Other Legal and Regulatory requirements") 1 a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(B) The Company has no intangible asset, hence the provision of clause 3 (i) (a) (B) of the Order, relating to the maintenance of proper records, is not applicable to the Company.

(b) As explained to us, the Company has verification regular programme of physical of the property, plant and equipment in a phased periodic manner, which in our opinion is reasonable, having regard to the size of the

Company and nature of its assets. No material discrepancies have come to notice on such physical verification.

(c) According to the information and explanation given to us and on the basis of examination of documents provided to us, the title deeds of immovable properties are held in the name of the Company, except that the original property documents, of the lands which are under mortgage with a bank and is under the possession of the Banker under verification SARFAESI Act, is not available for our and the same is verified through copy of the original documents and possession notice from the Banker.

(d) The company has not revalued its property, plant, and equipment during the year.

(e) As per the information provided to us, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Transactions Act, 1988 (as amended) and the rules made thereunder.

(ii) (a) As explained to us, the inventory has been physically verified by the Management at reasonable intervals. The coverage and procedure of verification, in our opinion, are appropriate. As per the information provided to us, no verification discrepancies were noticed between the physical stocks and the books records that were 10% or more in aggregate for each class of inventory. (b) During the year the Company has not taken any working capital loan, hence the provision of clause 3 (ii) (b) of the

Order relating to the reconciliation of inventory statements filed with banks with respect to working capital limits secured on current assets, are not applicable to the Company.

(iii) During the year the Company has made no investments in, provided no guarantee or security to, granted no loans or advances in the nature of loans, secured or unsecured to, companies, firms, limited liability partnerships, or any other entities. Hence the provisions of clause 3 (iii) (a) to (f) of the Order, relating to disclosure of overdue loans, terms of repayment etc., are not applicable to the Company.

(iv) During the year the Company has made no investments, granted no loans or advances, and provided no security or guarantee. The Company had invested in companies, granted loans, and provided guarantees in earlier years. Based on the information and explanations given to us we are of the opinion that the Company has complied with the provisions of Sections 185 and 186 of the Act, in applicable cases, with respect to the said transactions.

(v) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 of the Act and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Rules framed there under are not applicable to the Company at present.

(vi) The Central Government has not prescribed maintenance of Cost Records under sub-section (1) of Section 148 of the Act in respect of the business of the Company and hence the provision of clause 3 (vi) of the Order, relating to maintenance of cost accounts and records, is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company, in general, is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance fund, income tax, sales tax, service tax, duty of customs, value added tax, goods and services taxes, cess and any other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the above are in arrears as at 31st March, 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following are the dues of Income Tax, service tax, duty of customs, goods and services taxes, value added tax which have not been deposited with appropriate authorities on account of dispute:

Name of the Statute

Nature of the Dues

Amount (in INR Million)

which the amount relates

Forum where dispute is pending

Income Tax Act 1961 Income Tax 628.25 2002-2006 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 719.68 2006-2008 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 447.72 2008-2009 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 884.02 2009-2010 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 702.40 2009-2010 Commissioner of Income Tax
Income Tax Act 1961 Income Tax 2465.24 2010-2011 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 298.88 2010-2011 Income Tax Appellate Tribunal, Chennai
Income Tax Act 1961 Income Tax 854.33 2011-2012 Honorable High Court of Madras
Income Tax Act 1961 Income Tax 2571.59 2012-2014 Income Tax Appellate Tribunal, Chennai
Income Tax Act 1961 Income Tax 29.64 2013-2014 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 309.57 2014-2015 Income Tax Appellate Tribunal, Chennai
Income Tax Act 1961 Income Tax 2.59 2014-2015 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 541.92 2015-16 Commissioner of Income Tax
Income Tax Act 1961 Income Tax 42.10 2016-17 Income Tax Appellate Tribunal, Chennai
Income Tax Act 1961 Income Tax 1.20 2018-19 Commissioner of Income Tax, Chennai

 

Name of the Statute

Nature of the Dues

Amount (in INR Million)

Period to which the amount relates

Forum where dispute is pending

Finance Act, 1994 Service Tax 78.73 2006-2011 CESTAT, Chennai
Finance Act, 1994 Service Tax 18.94 2011-2012 CESTAT, Chennai
Finance Act, 1994 Service Tax 46.76 2006-2007 Honorable Supreme Court
Finance Act, 1994 Service Tax 36.78 2012-2014 CESTAT, Chennai
Finance Act, 1994 Service Tax 79.80 2014-2015 CESTAT, Chennai
Finance Act, 1994 Service Tax 37.31 2005-2011 CESTAT, Chennai
Finance Act, 1994 Service Tax 236.49 2012-2014 CESTAT, Chennai
Finance Act, 1994 Service Tax 0.60 2015-2016 CESTAT, Chennai
Finance Act, 1994 Service Tax 223.02 2015-2017 CESTAT, Chennai
Finance Act, 1994 Service Tax 605.75 2008-2010 Honorable Supreme Court
Finance Act, 1994 Service Tax 166.89 2009-2012 CESTAT, Mumbai
Finance Act, 1994 Service Tax 6.31 2013-2015 CESTAT, Mumbai
Finance Act, 1994 Service Tax 49.96 2017-2018 CESTAT, Chennai

Goods & Services Tax Act, 2017

Goods and Services Taxes 13.92 2017-2018

Appellate Authority

Customs Act 1962 Customs Duty 107.90 2015-2016 CESTAT, Mumbai
Maharashtra Value Added Tax Value Added Tax 984.91 2010-2011 Tribunal
Maharashtra Value Added Tax Value Added Tax 459.75 2012-2013 Tribunal
Maharashtra Value Added Tax Value Added Tax 587.29 2013-2014 Appellate Authority
Maharashtra Value Added Tax Value Added Tax 667.03 2014-2015 Honorable High Court Bombay
Maharashtra Value Added Tax Value Added Tax 949.23 2015-2016 Honorable High Court Bombay
Maharashtra Value Added Tax Value Added Tax 846.00 2016-2017 Honorable High Court Bombay
Maharashtra Value Added Tax Value Added Tax 155.68 2017-2018 Honorable High Court Bombay

Total

  16858.18    

 

Amount paid under protest against the above demands

in INR Million
Customs Duty 95.26
Sales Tax 58.85
Service Tax 113.53

Total amount paid under protest

267.64

(viii) According to the information and explanations provided to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 which have not been previously recorded as income in the books of accounts. (ix) (a) Based on our audit procedures and according to the information and explanations given to us, we have noted defaults in repayment of term loan installments and payment of interest to banks during the year by the Company. The unpaid overdue installments and interest as of 31st March 2023 are as given below:

Nature of Borrowing

Lender Amount not paid on the due date (in INR Million) Nature of Overdue amount Period * the overdue amounts are unpaid
Foreign Currency Term Loan Punjab National Bank 3735.27 Principal 5 years 8 months
Foreign Currency Term Loan Punjab National Bank 1,834.66 Interest 5 years 8 months
Medium Term Loan Indus Ind Bank 191.92 Principal 5 years 8 months
Medium Term Loan Indus Ind Bank 52.55 Interest 5 years 8 months

Non-Convertible Redeemable Preference Shares

Various banks and Corporates 2810.00 Principal 8 years 5 months to 6 years 9 months

Non-Convertible Redeemable Preference Shares

Various banks and Corporates 2617.94 Dividend and penal interest 8 years 5 months to 6 years 9 months

Total

  11,242.34    

‘* Period up to the date of this audit report considered for reporting the delay.

The Management of the Company informed us that the lender banks have issued notices recalling the dues in an earlier year and hence the Company had re-classified the said dues as ‘Current Liabilities in that year [Refer Note 8(a) to the standalone financial statements].

The Company has no dues to Government (other than the disputed statutory dues mentioned in point vii (b) of

‘Annexure A of our report) or financial institutions and does not have any debentures.

(b) According to the information and explanations provided to us, the Company has not been declared as a willful defaulter by any bank or financial institution or Government or any Government authority.

(c) During the year the Company has not taken any term loan. Hence the provision of clause 3 (ix) (c) of the Order relating to the application of term loan funds is not applicable to the Company.

(d) During the year the Company has not taken any funds on a short-term basis. Hence the provision of clause 3 (ix) (d) of the Order relating to the utilization of short-term funds for long-term purposes is not applicable to the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. (f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries.

(x) (a) During the year the Company has not raised money by way of an initial public offer or further public offer (including debt instruments). Hence the provision of clause 3 (x) (a) of the Order relating to the application of funds, delays or defaults and subsequent rectification is not applicable to the Company.

(b) During the year the Company has not made any preferential allotment or private placement of shares or debentures (fully or partially or optionally convertible). Hence the provision of clause 3 (x) (b) of the Order relating to compliance with the requirements of Section 42 and Section 62 of the Companies Act, 2013, being the application of funds, the amount involved, and the nature of non-compliance are not applicable to the Company. (xi) (a) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company nor any fraud on the Company, either noticed or reported during the year nor have we been informed of any such case by the Management. (b) No report under Section 143 (12) of the Act has been filed by us - the auditors in Form ADT-4 (a report on a suspected offense involving fraud being committed or having been committed) as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit. (c) According to the information and explanations provided to us, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and hence the provisions of clause 3 (xii) of the Order, relating to compliance with net owned funds, maintenance of unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out liability, default in payment of interest and repayment for any period, are not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting

Standards) Rules 2015 as prescribed under section 133 of the Act.

(xiv)(a) In our opinion and according to the information and explanations provided to us, the Company has an internal audit system as required under Section 138 of the Act, which is commensurate with the size and nature of its business. (b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing, and extent of our audit procedures.

(xv) According to the information and explanations provided to us, during the year the Company has not entered into any non-cash transactions with the directors or persons connected with them. Hence the provision of clause 3 (xv) of the Order, relating to compliance with provisions of Section 192 of the Companies Act, 2013, is not applicable to the Company. (xvi)(a) In our opinion the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence the provisions of clause 3 (xvi) (a) to (c) relating to reporting on registration, carrying on non-banking financial activities, and compliance as a core investment company are not applicable to the Company.

(b) In our opinion, based on the information and explanations provided to us, one of the Promoters of the Company

M/s Aban Investments Private Limited (AIPL) is a core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). AIPL has an asset size of less than INR 100 Crores (Not a Systemically important Core Investment Company). Hence the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 shall not apply to the AIPL, with respect to registration and net owned funds, in accordance with clause (i) of Paragraph 2 read with clause (xxiv) of paragraph 3 of RBI Master Direction DNBR. PD. 003/03.10.119/2016-17 dated August 25, 2016 [Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016].

(xvii) The Company has not incurred cash losses in the current financial year. However, it has incurred cash losses in the immediately preceding financial years amounting to INR 124.12 million. In view of non-confirmation of bank and loan balances as stated in Para ‘Basis for qualified opinion in our audit report the effect of such qualification has not been taken into consideration for the purpose of making comments in this clause.

(xviii)During the year, there is no resignation by the statutory auditors of the company, except statutory change of auditors. Hence the provision of clause 3 (xviii) of the Order relating to the consideration of issues, objections, or concerns raised by the resigned auditor, is not applicable to the company.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements and according to the information and explanations provided to us by the Management and its plans, we are of the opinion that there exists material uncertainty as on the date of the audit report with respect to the companys capacity of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the date of the balance sheet. Further, refer to the ‘Material uncertainty related to going concern para in our audit report. We also state that this is not an assurance as to the future viability of the Company and that our reporting is based on the facts up to the date of this audit report.

(xx) In our opinion and according to the information and explanations given to us, in the absence of average net profits in the immediately three preceding years, there is no requirement for the Company to spend any amount under subsection 5 of Section 135 (Corporate Social Responsibility) of the Act. Accordingly, clauses 3 (xx) (a) and (b) of the Order, relating to the transfer of unspent CSR funds, are not applicable to the Company.

(xxi) The reporting under clause 3 (xxi) of the Order relating to qualification or adverse remarks by the respective auditors in the CARO report of the Companies included in the Consolidated financial statements, is not applicable in respect of the audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of the said clause under this report.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI Registration No: 102860W / W100089

Ramaswamy Subramanian

Partner

Membership No: 016059

ICAI UDIN: 23016059BGYZHL8331

Place: Chennai

Date: May 24, 2023

ANNEXURE "B" TO INDEPENDENT AUDITORS

REPORT OF EVEN DATE ON THE IND AS FINANCIAL STATEMENTS OF ABAN OFFSHORE LIMITED.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over the financial reporting of Aban Offshore Limited ("the company") as of 31st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation, and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act..

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting, and such internal financial controls over financial reporting were operating effectively as at 31st March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

ICAI Registration No: 102860W / W100089

Ramaswamy Subramanian

Membership No: 016059

ICAI UDIN: 23016059BGYZHL8331

Place: Chennai Date: May 24, 2023