To
The Members of
Selan Exploration Technology Limited
Your Director's take pleasure in presenting before you the 39th Director's Report on the business and operations of Selan Exploration Technology Limited (hereinafter referred to as the "Company"/"Selan") along with the audited financial statements for the financial year ended March 31, 2024.
I. FINANCIAL SUMMARY/ HIGHLIGHTS
The financial statements of your Company as on March 31, 2024 are prepared in accordance with the relevant Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below: (INR in lakhs)
There are no material departures from the prescribed norms stipulated by the Indian Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued Indian accounting standard or a revision to an existing Indian accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised Indian accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis.
II. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
The revenue from operations (Net of profit petroleum paid) for FY' 24 stood at ~INR 165.60 Crores, an increase of ~40.41%, in comparison to ~INR 117.94 Crores in the previous financial year.
EBITDA for for FY'24 stood at ~INR 83.43 Crores, an increase by ~33%, in comparison to ~INR 62.70 Crores in the previous financial year.
III. KEY DEVELOPMENTS
a. Operational Update
In FY'24 the core focus of the Company was to continue with our integrated drilling campaign across all our fields, interpretation of new well data, integration of new data with the existing interpretation and planning for the next development opportunities.
The Company has drilled 10 new wells wherein 4 new wells were drilled in Bakrol, 1 new well in Lohar and 5 new wells in Karjisan Field.
Selan's technical team carried out a detailed in-house subsurface analysis with the new well data, their petrophysical analysis and incorporated those in seismic interpretations with regional depositional understanding in the Bakrol, Lohar & Karjisan fields.
During the drilling operations, the Company had used the 24x7 real time data transmission from the wellsite for quick operational decisions. All the wells were drilled safely as per the Company's HSE policy, which can be accessed at https://www.selanoil.com/wp-content/ uploads/2023/09/Selan-HSE-Policy.pdf The cumulative total drilled depth was more than 15 km and was completed in 200 days.
All these 10 wells drilled in this financial year are hydrocarbon bearing and 8 wells are in production. The production from the 3 fields has doubled after drilling these wells. The total sales from the three fields has increased from ~511 boepd to ~740 boepd.
In Bakrol field, the 4 new wells proved the hydrocarbon presence in eastern part of the Block which was envisaged prior to this drilling campaign. The detailed seismic attribute analysis were carried out with amplitude spectral decomposition and sweetness attributes proved the presence of Commercial hydrocarbon in eastern parts of the field. The successful stimulation campaign in the field has doubled the production from this field. The Company will be submitting a revised Field Development Plan for the Bakrol Field in the year FY‘25, incorporating all the newly acquired data.
In Lohar Field, during FY‘24, one new well has been drilled and the well has been brought into production. As the Lohar field is matured field with high water cut, the main focus of the field was on production optimization and reservoir management.
In Karjisan Field, five wells have been drilled in the last financial year as per the approved Field Development Plan and E&A plan. In all the wells, multiple reservoir zones were encountered. Among the five wells drilled, 3 wells are on production. The field's production exceeded 300 barrels of oil per day and 20,000m3 of gas per day in the last financial year. The Company had submitted a revised Field Development Plan for Karjisan Field in the year FY' 24 and is currently in regulatory approval stage.
b. Composite scheme of Arrangement between Selan Exploration Technology Limited and Antelopus Energy Private Limited and their respective shareholders and creditors
The Board of Directors of the Company at their meeting held on November 22, 2023, approved the Scheme of Arrangement between Antelopus Energy Private Limited ("Antelopus") with and into the Company, under the provisions of sections 230 to 232 read with section 66 and section 52 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.
Antelopus is an Exploration & Production company, focused on monetizing discovered and stranded resources in the Indian subcontinent. It operates 4 contract areas i.e., 2 offshore Contract Areas, one each in West and East coast of India and 2 onshore contract areas, one each in Assam and Andhra Pradesh. These contract areas have proven & probable oil & gas reserves of ~55 Million barrels of oil equivalent. The management believes that the amalgamation will
? have the following benefits: The shareholders of the Selan would be benefited from the inorganic growth through pooling of resources, greater economies of scale and creation of a leading energy platform in India._ ? Since both the companies are engaged in the business of exploration and production of oil and gas, the proposed amalgamation would help Selan achieve operational synergies._
The ESOP Scheme was introduced to incentivise, retain and attract talent through this performance based stock option grant program that would consequently enhance shareholder value. The ESOP Scheme aims to create a sense of ownership among the eligible employees and to align their medium and long-term compensation with the Company's performance. The vesting criteria is primarily based on achievement of annual performance parameters by the eligible employees, number of years of service and such other criteria as may be prescribed by the Nomination and Remuneration Committee from time to time.
TheESOPSchemeisimplementedinaccordancewiththe provisions of the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Certificate from Nityanand Singh & Co., Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Company's ESOP Scheme has been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is uploaded on the website of the Company at https://www.selanoil. com/wp-content/uploads/2024/07/ESOP-Compliance-Certificate_Reg-13.pdf and will be available for the inspection by the members of the Company at the ensuing Annual General Meeting. f. Fund Raising
In FY'24 the shareholders' of the Company have approved the raising of funds by way of issuance of equity shares, fully/partly convertible debentures, non-convertible debentures, and/or any other financial instruments convertible into equity shares (including warrants, or otherwise, in registered or bearer form) and/ or any security convertible into equity shares or combination of any of the aforementioned securities in one or more tranches through one or more public and/ or private offerings including by way of a qualified institutions placement or any combination thereof or any other method as may be permitted under applicable laws to eligible investors and in such manner and on such price, terms and conditions, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of the Companies Act, 2013 and rules issued thereunder (as amended in each case), the enabling provisions of the Memorandum and Articles of Association of the Company and any other provisions of applicable laws, for an aggregate amount not exceeding INR 250,00,00,000 (Indian Rupees Two Hundred and Fifty Crores only).
IV. DIVIDENDS
The Board of Directors of your Company, after considering holistically, has decided that it would be prudent to reinvest the profits back into the business in order to generate better returns and hence do not recommend Dividend for the year under review.
V. TRANSFER TO IEPF
During the year, an amount of INR 19,98,465 (Indian Rupees Nineteen Lakhs Ninety Eight Thousand Four Hundred & Sixty Five Only), being unclaimed dividend for the Financial Year 2016-17, along with 7,169 (Seven Thousand One Hundred and Sixty-Nine Only) equity shares were duly transferred to the Investor Education and Protection Fund established by the Central Government.
In compliance with the Companies Act, 2013 ("Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto ("IEPF Rules"), members/ claimants whose shares and /or unclaimed dividend, which have/has been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF authority in web Form IEPF-5 (available on http://www.iepf.gov.in) along with the requisite fee as decided by the IEPF authority from time to time. Only one consolidated claim in a financial year can be filed by the Member/Claimant as per the IEPF Rules.
In compliance with the applicable provisions of the Act read with IEPF Rules, an Investor Education and Protection Fund ("IEPF" or "Fund") has been established by the Central Government whereby all unpaid or unclaimed dividends by the members are required to be transferred by the Company to the aforesaid Fund after completion of seven years from the date of dividend becoming unpaid/ unclaimed. It is further clarified that the shares in respect of which dividend has not been paid to or claimed by the members for a period of seven consecutive years or more shall also be transferred to a Demat Account created by the IEPF Authority.
The Company had sent individual notices to the concerned members and also advertised in the newspapers to enable those members who have not claimed any such dividends for a period of seven consecutive years or more to take appropriate action to claim their unpaid dividend amount which has not been claimed by them for seven consecutive years or more as per the provisions of the IEPF Rules.
Accordingly, the Company has transferred all the unpaid or unclaimed dividend amounts to IEPF within the timelines as provided by the Act and the IEPF Rules.
Members can visit our website at www.selanoil.com for details of shares/shareholders in respect of which dividend has not been claimed. The shareholders are requested to verify their records and claim their unclaimed dividends for past seven years, if not claimed.
The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.selanoil.com under Investor Information section.
VI. SHARE CAPITAL
The authorized share capital of the Company as on March 31, 2024 is INR 30,00,00,000 (Indian Rupees Thirty Crores Only).
As on March 31, 2024, the paid-up share capital of the Company is INR 15,20,00,000 (Indian Rupees Fifteen Crores and Twenty Lakhs Only) divided into 1,52,00,000 (One Crore and Fifty-Two Lakhs Only) equity shares of INR 10 (Indian Rupees Ten each).
a. During the year, there has been no change in the paid- up share capital of the Company. Further, during the year under review, the Company has not: i. Issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities. ii. Issued any sweat equity shares to its Directors or employees. iii. Made any change in voting rights. iv. Reduced its share capital or bought back shares. v. Changed the capital structure resulting from restructuring. vi. Failed to implement any corporate action. b. The Company's securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
VII. DIRECTORS
The Board of Directors of the Company is validly constituted and as on March 31, 2024, comprised of 6 Directors as follows:
During the year under review, there has been no change in the composition of the Board of Directors of the Company.
VIII. DECLARATION OF INDEPENDENCE BY DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations. The above declarations have been taken on record. The Independent Directors of the Company have also registered themselves in the data bank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, all the Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV of the Act.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity as well as they are independent of the Management of the Company.
IX. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Act and the Rules made thereunder, following were the Key Managerial Personnel of the Company as on March 31, 2024
During the year under review, there has been no change in the Key Managerial Personnel.
X. AUDITORS AND AUDITORS REPORT
a. Statutory Auditors
V. Sankar Aiyar & Co., Chartered Accountants, (FRN:109208W), were appointed as Statutory Auditors of the Company from the conclusion of the 37th Annual General Meeting held on September 15, 2022 until the conclusion of the 42nd Annual General Meeting of the Company.
The Statutory Auditors Report does not contain any qualification or adverse remark hence does not require any clarification or explanation.
b. Secretarial Auditors
Section 204 of the Act, inter alia, requires every listed company to annex to its Board's report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.
The Board had appointed Nityanand Singh & Co. (ICSI Membership No. 2668 and Certificate of Practice No. 2388), Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the FY' 24 and their Report is annexed to this report (Annexure-I). There are no qualifications, observations, adverse remark or disclaimer in the said Report and hence does not require any clarification or explanation.
c. Cost Auditors
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Mr. R. Krishnan, Cost Accountant (Membership No. 7799) as the Cost Auditor of the Company for the year ending March 31, 2025. Mr. R. Krishnan has vast experience in the field of cost audit and has been conducting the audit of the cost records of the Company for the past several years.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of INR 1,30,000 (Indian Rupees One Lakh and Thirty Thousand Only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for the FY'25 as recommended by the Audit Committee and approved by the Board and has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM.
The Cost Audit for the FY'24 was also carried out by Mr. R. Krishnan. There were no qualifications, reservations, adverse remarks reported by the Auditors in their Cost Audit Report and hence does not require any clarification or explanation.
d. Internal Auditor
In compliance with the provisions of Section 138 of the Companies Act, 2013, J.A. Martins (FRN: 010860N), Chartered Accountants, were appointed as Internal Auditors for the Financial Year' 24 to conduct the internal audit of the functions and activities of the Company. Their Report to the Chairman of the Audit Committee had been submitted and this was further reviewed by the Management and had been taken on record.
e. Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.
XI. WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistler Blower Policy to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Policy. This Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy can be viewed on the Company's website at https://www.selanoil.com/wp-content/uploads/2023/09/Whistle-Blower-Policy.pdf.
XII. AUDIT COMMITTEE
The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.
The Committee comprises of Mr. Manjit Singh, Mr. Suniti Kumar Bhat, Ms. Vishruta Kaul, Mr. Raman Singh Sidhu and Mr. Baikuntha Nath Talukdar. Mr. Manjit Singh is the Chairman of the committee during the financial year. Having adequate financial and accounting knowledge Mr. Manjit Singh ensured compliance with the internal financial control systems and devised appropriate systems and frameworks aligned with the business requirements. The Committee met 08 times during the year under review, the details of which are given in the Corporate Governance Report.
During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
XIII. FRAMEWORK FOR THE APPOINTMENT, REMUNERATION AND PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company are committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and the Committees of the Board. Pursuant to the provisions of the Act, the Board as a whole and Independent Directors has carried out an annual evaluation of its own performance, performance of its Committees as well as the directors individually (including the Chairman and Independent Directors). Details of the evaluation mechanism are provided in the Corporate Governance Report enclosed as Annexure II to this Report.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration (‘NRC Policy'). The NRC Policy of the Company includes criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration of Directors, Key Managerial Personnel and other employees and is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully.
Further, the Policy on Board Diversity and the NRC Policy of the Company can be accessed at Company's website at https://www.selanoil.com/wp-content/uploads/2023/09/Board-Diversity-Policy.pdf and https://www.selanoil. com/wp-content/uploads/2023/09/Nomination-and-Remuneration-Policy-1.pdf respectively. During the year under review, there was no change carried out in the policy.
XIV. INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company had documented a comprehensive Internal Control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with the policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalised system of control facilitates effective compliance as per relevant provisions of the Act and other applicable law(s).
XV. CEO / CFO CERTIFICATION
Mr. Suniti Kumar Bhat, Managing Director and Mr. Raajeev Tirupati, Chief Financial Officer of the Company have certified to the Board that all the requirements of the SEBI Listing Regulations, inter- alia, dealing with the review of Financial Statements and Cash Flow Statement for the year ended March 31, 2024, transactions entered into by the Company during the said year, their responsibility for establishing and maintaining internal control systems for financial reporting and evaluation of the effectiveness of the internal control systems and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.
XVI. CORPORATE SOCIAL RESPONSIBILITY
Selan as a responsible Corporate is committed to driving societal progress, while fulfilling its business objectives. The Company committed to conduct business with a strong environmental conscience, so as to ensure sustainable development, safe work places and enrichment of life of its employees, clients and the community. The Company has in place a CSR Policy in line with the Act and Schedule VII of the Act and is available at the Company's website at https://www.selanoil.com/wp-content/uploads/2023/09/Corporate-Social-Responsibility-Policy.pdf The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company.
During the year under review, no change was carried out in the policy.
Brief details about the CSR Committee composition and CSR Policy developed and implemented by the Company on CSR initiatives taken during the year along with other requisite details are given in Annexure III to this Report.
XVII. BUSINESS RISK MANAGEMENT
Risk can be viewed as a combination of the probability of an event occurring, the impact of its consequence and the current mitigation effectiveness. Events with a negative impact represent risks that can prevent value creation or erode existing value.
Although pursuant to the SEBI Listing Regulations, formulation of a Risk Management Committee and policy is applicable on top 1000 listed companies, and the Company doesn't fall under the said category, but it has adopted the same as a good governance practice. The Board has constituted a Risk Management Committee to review, identify, evaluate and monitor both business and non-business-related risks and take requisite action to mitigate the same through a properly defined framework.
The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy. The Risk Management policy is available on the website of the Company at www.selanoil.com. A detailed exercise is being carried out regularly to identify, evaluate, manage and monitor both business and non-business risks. The policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting and contains the details for identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
XVIII. LEGAL COMPLIANCES & IT'S MANAGEMENT
The Compliance function independently tracks, reviews and ensures compliance with regulatory and statutory laws and promotes compliance culture in the Company. We track and monitor compliance details on compliance portal which is updated in a timely manner.
The compliance report is also provided regularly to senior management and to the Board of Directors by the compliance function. This regular reporting facilitates in operating an effective compliance management system that allows for keen monitoring of the compliance status with respect to applicable laws and regulations and keeps the Board informed in case of any amendments in existing laws and regulations. This also provides a robust governance structure and a streamlined reporting system that ensures cohesive compliance reporting to the Board.
The compliance certificate is presented to the Board on a quarterly basis. The compliance certificates are presented by the Compliance Department and independently reviewed by Senior Management, allowing for robustand effective insight into the compliance practices.
XIX. MATERIALCHANGESANDCOMMITMENTSAFFECTINGFINANCIALPOSITIONBETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
The Company has commenced commercial production from one new well drilled in Karjisan field. Additionally, the Company has also spudded new wells as a part of its drilling programme in Karjisan and Elao Fields to increase production.
However, other than that no material changes and commitments, which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report, in terms of section 134(3)(l) of the Companies Act, 2013.
XX. FINANCIAL STATEMENTS
The Ministry of Corporate Affairs and SEBI has provided several relaxations, in view of difficulties faced by the Companies, on account of threat posed by Covid-19. Pursuant to General Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, the Company shall not be dispatching physical copies of Financial Statements and the Annual Report shall be sent only by email to the Members.
The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS), duly audited by Statutory Auditors, also forms part of this Annual Report.
XXI. AMOUNT TRANSFERRED TO GENERAL RESERVE
No amount is being proposed to be transferred to the reserves out of profits for FY' 24.
XXII. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the FY' 24.
XXIII. CORPORATE GOVERNANCE
Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.
A Report on Corporate Governance including a certificate thereon is presented in a separate section forming part of this Report and enclosed as Annexure II.
XXIV. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at https://www.selanoil.com/ wp-content/uploads/2023/09/Related-Party-Transaction-Policy-1.pdf
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 are enclosed as Annexure-IV to the Directors' Report.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report.
XXV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments under Section 186 of the Act, are provided in Note no. 9 to the Financial Statements forming part of this Annual Report for Financial Year ended March 31, 2024.
XXVI. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary/joint ventures or associate companies as on March 31, 2024
Further no Company/entity has become or ceased to be its subsidiary or Joint venture or associate during the year under review.
XXVII. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company, as an equal opportunity employer has endeavored to encourage professionals by creating proper policies to address issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from any discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment.
During the period under review, the Company had received no complaints of harassment and no complaints were pending to be resolved as on March 31, 2024.
Your Company has constituted Internal Complaints Committee (ICC) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
XXVIII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, are enclosed as Annexure- V to this Report.
XXIX. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of provisions of section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the information relating to the disclosures pertaining to employees of the Company, is provided in Annexure VI to this Report.
XXX. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss business performance. During the financial year ended March 31, 2024, the Board of Directors met 8 times on May 05, 2023, July 17, 2023, August 12, 2023, September 25, 2023, October 16, 2023, November 07, 2023, November 22, 2023 and February 12, 2024 respectively.
The intervening gap between the meetings was within the period prescribed under the Act.
Number of Board meeting attended by each Director during the period under review are as under:
Held
Number of Board meetings attended held during the period April 01, 2023 to March 31, 2024.
XXXI. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors state that:
a. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.
b. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year April 1, 2023 to March 31, 2024.
c. They have taken proper and sufficient care for the 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 fraud and other irregularities.
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 internal financial controls are adequate and are operating effectively.
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.
XXXII. GENERAL
Your Director's state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. The Company has not accepted any deposits from the public or otherwise in terms of Chapter V of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of Balance Sheet.
b. No significant or material orders were passed by the Regulators or Courts or Tribunals which have an impact on the going concern status and Company's operations in future.
c. The Company has not made any one-time settlement in respect of any loan from Banks or Financial Institutions, hence, no 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, are required to be given.
d. No application has been made or any proceeding in relation to the Company are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
XXXIII. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standard –1, on Meetings of Board of Directors & Secretarial Standard – 2 on General Meetings , issued by the Institute of Company Secretaries of India, have been duly complied with.
XXXIV. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.selanoil.com/investor-information/annual-reports/
XXXV. HEALTH, SAFETY, ENVIRONMENT
The Company is fully committed to the Health, Safety, Security of the Employees, Contractors and the other stakeholders and protect the Environment in and around the areas of our operations. It forms the core value to the way we work. Policies and standards are also in place for effective implementation of Health, Safety, Security and Environment.
The Board and the Management understand the need for sustainable development and are committed to achieve this goal, by laying strict emphasis on compliance with all legislations and statutory requirements and to adopt global best practices. This includes the health and safety of employees, contractors and the local communities, where the company operates.
Accordingly, the leadership stays focused on a zero-harm culture across the organisation and strong focus is maintained on safety during project planning/execution stage. The management assesses and monitors the health and safety track record and performance of all service providers and contractors, both before and after the award of contracts to achieve the common objective of safe operations, Further, the Company has also empowered all its employees and contractors to stop work immediately in any situation where it is considered unsafe to work.
XXXVI. HUMAN CAPITAL MANAGEMENT
In FY'24, we continued to make positive headway in a year full of opportunities and challenges and have attracted diverse, skilled, educated, and certified people from across the country.
The management is excited to take Selan forward on its journey to deliver the best from its assets and create value added growth.
XXXVII. SELAN'S INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS
Selan has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy lays down guidelines which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Company's securities. The policy clearly specifies, among other matters, that "Designated Persons" including Directors of the Company can trade in the Company's securities only when the ‘Trading Window' is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy. The Insider Trading code for Regulation of Trading by insiders is available on our website at https://www.selanoil.com/wp-content/uploads/2023/09/ Insider-Trading-Code.pdf
XXXVIII. STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has customized a secure Insider Trading Compliance Tool which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.
XXXIX. FUTURE PLAN OF ACTION
The Company aims to continue to maintain production levels from core fields which forms the foundation for growth. Bring on production newer fields in the portfolio, to realize own vision of creating mid sized energy company.
XL. ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review. Your Directors place on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.
The Company would like to convey deepest appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF) and the Government of India for their continuous support, cooperation and guidance.