Asian Energy Director Discussions


To the Members,

Your Directors are pleased to present the 30th Annual Report and the Companys Audited Financial Statements for the financial year ended March 31,2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results:

The Companys financial performance, for the year ended March 31,2023 is summarised below:

(7 in Lakhs)

Particulars

Consolidated

Standalone

2022-23 2021-22 2022-23 2021-22

Revenue from operations

10,995.41 26,047.11 10,987.03 25,413.86

Other Income

409.69 282.84 385.49 1,395.30

Total Revenue

11,404.83 26,329.95 11,372.52 26,809.16

Profit/(Loss) before exceptional items and tax

(3849.60) 4067.07 (2,736.28) 6,464.12

Exceptional items

(606.85) - (208.50) -

Profit/(Loss) before tax

(4456.45) 4,067.07 (2944.78) 6,464.12

Tax expenses

(12.23) 185.96 (16.92) 185.96

Net Profit/(Loss) after tax

(4,444.22) 3,881.11 (2,927.86) 6,278.16

Dividend:

The Directors have not recommended any dividend for the year ended March 31,2023.

Transfer to Reserves:

The Company does not propose to transfer any amount to reserves during the financial year 2022-23.

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23. Our Company is engaged as a service providerto theenergy and mineral sectors, offering end-to-end services which extends across the value chain, including Geophysical Data Acquisition, Production Facility EPC, production facility Operation and Maintenance. We are one amongst the few companies in India providing end-to-end services in the upstream oil segment, across the value chain. Asian Energy Services Limited (AESL or the Company) specializes in servicing the value chain entirely, right from seismic data acquisition, data analysis, building oil & gas facility to undertaking the operation and maintenance (O&M) of production facilities.

The Company continue to remain vigilant to capitalise on the opportunities Government of India may present while remaining focused to deliver the contracts on hand.

Consolidated Financial Statements:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rules framed thereunder, a Statement containing the salient features of the Financial Statements of your Companys Subsidiaries and Associates in Form AOC- 1 is annexed to and forms a part of the Financial Statement.

The Statement provides the details of performance and financial position of each of the Subsidiaries and Associates. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement, Audited Accounts of all the Subsidiaries and other documents attached thereto.

Subsidiary Companies:

The Company has 5 (Five) subsidiaries, 1 (one) step down subsidiary and 2 (two) Joint Ventures as on March 31,2023. During the year under review the Company purchased additional 51% in Cure Multitrade Private Limited, and therefore it has become subsidiary of the Company. There has been no material change in the nature of business of the subsidiaries. The consolidated financial statements reflect the operations of all the subsidiaries (including step down subsidiary) viz. Asian Oilfield & Energy Services DMCC, AOSL Petroleum Pte. Ltd., AOSL Energy Services Limited, Optimum Oil & Gas Private Limited, Cure Multitrade Private Limited and Ivorene Oil Services Nigeria Ltd (step down subsidiary) and two Joint Ventures viz. Zuberi Asian Joint Venture and AESL FFIL Joint Venture.

In terms of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also kept at the Registered Office of the Company and are available on the website of the Company.

Particulars of loans and guarantees given, securities provided, and investments made:

Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in the notes to the standalone financial statements.

Related Party Transactions:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company has a policy for related party transactions which is also available on the website of the Company (www. asianenergy.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of Companys business, except one transaction as mentioned below. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is enclosed.

Related party transactions under Accounting Standard - AS-18 are disclosed in the notes to the financial statements. Except as disclosed below, all Related Party Transactions entered into by your Company during the Financial Year 2022-23, were on arms length basis and in the ordinary course of business.

During the Financial Year 2022-23, the Company had obtained approval from shareholders to enter into the following Related Party Transactions which were not in ordinary course of business of the Company, but were at an arms length price:

(i) Approval for Material Related Party transaction with Oilmax Energy Private Limited to acquire 50% Participating Interest in the Indrora Block, Gujarat.

Directors Responsibility Statement:

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

a. that in preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same.

b. that the Directors have 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 March 31, 2023 and of the profit of the Company for that period.

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other ^regularities.

d. They have prepared the annual accounts on a going concern basis.

e. They have laid down internal financial controls to be followed by the Company and that such interna financial controls are adequate and are operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel:

Mr. Kadayam Ramanathan Bharat, Independent Director of the Company tendered his resignation with effect from close of business hours on May 6, 2022. The Board places on record its deep appreciation of valuable guidance provided by him during his tenure on the Board.

Mr. Mukesh Jain retires by rotation and being eligible offers himself for re-appointment.

There has been no other change in the directors and key managerial personnel during the year under review since the last report. Detailed information on the directors is provided in the Corporate Governance Report.

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which may affect their status as independent director during the year.

Board Evaluation:

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Familiarization Programme for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report.

The Familiarization Programme for the Independent Directors is placed on the website of the Company www. asianenergy.com.

Policy on Directors appointment and remuneration and other details:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website at www.asianenergy.com.

Meetings of the Board of Directors and Its Committees

The Board of Directors of the Company met 5 (five) times during the year to deliberate on various matters. The details of the meetings of the Board and its Committees held during the year are stated in the Corporate Governance Report forming part of this Annual Report.

5 (five) meetings of the Board were held during the year on May 27, 2022, August 10, 2022, September 30, 2022, November 08, 2022 and February 08, 2023. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statement relate and the date of the report:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Management Discussion and Analysis:

n terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Management Discussion and Analysis has been given separately and forms part of this report.

Risk Management:

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It establishes various evels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit facilitates the execution of risk management practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each function carried on project sites, addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of risk management process are linked to the audit.

The Audit Committee of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy of the Company is placed on the website of the Company www.asianenergy.com.

Internal Financial Control Systems and their adequacy;

The Companys Internal Financial Controls (IFC) is commensurate with the size and operations of the business and is in line with the requirements of the Companies Act, 2013. This framework includes well-documented policies, procedures and Standard Operating Procedures (SOP), specific to respective processes. Regular management review processes evaluate various policies for the dynamic and evolving business environment. Furthermore, our internal auditors undertake rigorous testing of the control environment of the Company.

Corporate Social Responsibility (CSR):

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee chaired by Mr. Nayan Mani Borah, Independent Director. Other Members of the Committee are Mr. Mukesh Jain, Non-executive Director and Dr. Rabi Narayan Bastia, Non-Executive Director. Your Company also has in place a CSR Policy which is available at www.asianenergy.com. Your Companys CSR activities include promoting education, healthcare, eradicating hunger, poverty and malnutrition, empowering women and rural development projects.

The Annual Report on CSR activities and expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided as Annexure C.

Safety, Environment and Health:

The Companys commitment to excellence in Health and Safety is embedded in the Companys core values. The Company has a stringent policy of safety for all, which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and the communities that it interfaces with. The Company is aware of the environmental impact of its operations, and it continually strives to reduce such impact by investing in technologies and solutions for economic growth.

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the project sites as well.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

Vigil mechanism/ Whistle Blower Policy:

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit and Risk Management Committee and the in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and the Audit Committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.

Significant and material orders passed by the regulators or courts:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Disclosure requirements:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with a Certificate from Practicing Company Secretaries thereon and Management Discussion and Analysis are attached, which forms part of this report.

Human Resources:

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees across various locations.

The Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding or unpaid as on the date of the balance sheet.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are:

a. Conservation of Energy : NIL

b. Technology Absorption : NIL

c. Foreign exchange earning & outgo :

(Rs in Lakhs)

Sr. No. Particulars

2022-23 2021-22

a. Foreign Exchange earnings

?

Consultancy Services

- -

Dividend

1,112.78

Interest on loan to Subsidiary

STATUTORY REPORTS^ FINANCIAL STATEMENTS

(Rs in Lakhs)

Sr. No. Particulars

2022-23 2021-22

b. Foreign Exchange outgo towards

Repairs and Maintenance

141.10 ?

Rent

? 4.37

Machinery Hire Charges

? 367.68

Capital goods

? ?

License Expenses

- 64.15

Membership and subscription charges

3.25

Particulars of Employees and Remuneration:

The information required under Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure D forming part of the Report.

In terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

AUDITORS AND AUDITORS REPORT (1) Statutory Auditors:

Walker Chandiok & Co. LLR (WCC), Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of five years and hold office till the conclusion of the 32nd AGM to be held in the year 2025.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

Auditors Report:

a) The auditors in their Report on Consolidated Audited Fi nancial Results of the Company for the financial year ended March 31, 2023 have drawn attention in their Report reading as under:

Basis for Qualified Opinion:

1. As given in Note 42 (i) & (ii) to the accompanying consolidated financial statements, following qualifications have been included in the auditors report dated 09 May 2023 on the annual financial statements of Asian Oilfield & Energy Services DMCC (ADMCC), a wholly owned subsidiary of the Holding Company, audited by an independent firm registered in Dubai,

United Arab Emirates and reproduced by us as under:

a) "The Companys only customer M/s Amni International Petroleum Development OML 52 Company Limited had issued a notice of suspension of the contract (suspension notice) on 16 November 2020. Against the said suspension notice, the Company had issued notice of termination vide notice no. 2021 -AOS- AMN-P002-0017 dated 3 August 2021 (termination notice) to terminate the contract with immediate effect. Subsequently, the Company had issued notice of suspension of termination till 31 August 2021 vide notice no. 2021-AOS- AMN-P002-0018 dated 7 August 2021 to amicably solve the matter. Such suspension of termination, after multiple extensions had been extended only till 31 May 2022. Therefore, the suspension of termination period had expired on 31 May 2022.The Company has issued final notice for termination of contract vide notice no. 2022-AOS-AMN-P002-0003 dated 8 June 2022 to the customer and in turn, the customer has issued acknowledgment letter to accept the termination of contract vide notice no. GMD- A52-AOS-0622-LET-20001 dated 10 June 2022 with immediate effect. Accounts receivable USD 4,653,712/- remains unconfirmed as on reporting date. However management has represented that the same are recoverable & reserve for impairment of accounts receivable of USD 500,000/- is sufficient to cover for doubtful debts, if any. The account receivable of USD 4,653,712/- will get reduced by USD 2,577,744/- on account of novation of one of the subcontractor, whereas novation terms have been agreed and waiting for execution and conclusion of novation deed."

Our audit report dated 27 May 2022 on the consolidated financial statements for the year ended 31 March 2022 was also qualified in respect of this matter.

b) "Property plant & equipment lying in Nigeria, of carrying value USD 778,354/- are stated at cost has not been physically verified and has not been tested for impairment."

Our audit report dated 27 May 2022 on the consolidated financial statements for the year ended 31 March 2022 was also qualified in respect of this matter.

Explanation to Auditors Comment:

The Auditors Qualification has been appropriately dealt with in Note No. 42 of the Notes to the consolidated audited financial statements. The Auditors Report is enclosed with the financial statements in this Annual Report.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Hemanshu Kapadia of Hemanshu Kapadia & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report is annexed as Annexure E. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

Share Capital:

The paid-up equity share capital as on March 31,2023 was ? 38.07 crores. There was no change in the paid-up equity share capital of the Company during the year under review. The Company has not issued shares with differential voting rights.

Employees Stock Option Plan:

Your Company has instituted various employees stock options plans from time to time to motivate and reward employees. The ESOP Compensation Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits Regulations").

The Members at their meeting held on September 27, 2021 had approved the "Asian Energy Services Limited - Employee Stock Option Plan - 2021" ("AESL ESOP 2021") authorising grant of not exceeding 3,80,744 (Three Lakh

Eighty Thousand Seven Hundred Forty-four) options to the eligible employees.

The Company has granted 3,80,000 stock options during the year under review.

Appropriate disclosure prescribed under the said Regulations with regard to the Scheme is available on the Companys website www.asianenergy.com

Compliance with Secretarial Standards:

The Company has complied with all the applicable provisions of Secretarial Standards - 1 and Secretarial Standards - 2 relating to ‘Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India.

Annual Return:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at https://www.asianenergy.com/investor-relations.

html#annualreports.

Other Disclosures:

Your Directors state that disclosure or reporting is not required in respect of the following items as there were no transactions relating to these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Details relating to Deposits covered under Chapter V of the Act.

STATUTORY REPORTS^ FINANCIAL STATEMENTS

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

d) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

e) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors, suppliers and technical partners, bankers, Government Authorities, employees at all levels and stakeholders, in furthering the interest of the Company.

On behalf of the Board of Directors of Asian Energy Services Limited

Nayan Mani Borah

Chairman DIN: 00489006

Place: Mumbai Date: August 7, 2023