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
+91-9892691696
