Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on May 06, 2024 - 3:59PM >>   ABB 6942.3 [ 3.64 ]ACC 2490.75 [ -1.71 ]AMBUJA CEM 605.95 [ -2.62 ]ASIAN PAINTS 2931.2 [ 0.13 ]AXIS BANK 1145 [ 0.35 ]BAJAJ AUTO 9048.65 [ -0.55 ]BANKOFBARODA 265.75 [ -3.71 ]BHARTI AIRTE 1284.5 [ 0.61 ]BHEL 289 [ -5.28 ]BPCL 610.05 [ -3.14 ]BRITANIAINDS 5060.75 [ 6.65 ]CIPLA 1423.4 [ -0.09 ]COAL INDIA 460.45 [ -3.02 ]COLGATEPALMO 2850.75 [ 2.04 ]DABUR INDIA 530.85 [ -0.08 ]DLF 884.6 [ 0.75 ]DRREDDYSLAB 6315 [ -0.55 ]GAIL 197.7 [ -2.99 ]GRASIM INDS 2452.6 [ -1.20 ]HCLTECHNOLOG 1358.05 [ 0.76 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1522.8 [ 0.27 ]HEROMOTOCORP 4505 [ -0.92 ]HIND.UNILEV 2255.35 [ 1.80 ]HINDALCO 638.5 [ -1.32 ]ICICI BANK 1148.8 [ 0.60 ]IDFC 118.1 [ -1.09 ]INDIANHOTELS 570.95 [ 0.01 ]INDUSINDBANK 1498.35 [ 1.06 ]INFOSYS 1425.8 [ 0.66 ]ITC LTD 434.6 [ -0.38 ]JINDALSTLPOW 934.6 [ 0.32 ]KOTAK BANK 1624.75 [ 5.01 ]L&T 3462.1 [ -1.06 ]LUPIN 1679.75 [ 1.48 ]MAH&MAH 2225.1 [ 1.47 ]MARUTI SUZUK 12435.25 [ -0.45 ]MTNL 36.62 [ -3.76 ]NESTLE 2458 [ 0.10 ]NIIT 103.6 [ -0.81 ]NMDC 269.25 [ 0.06 ]NTPC 356.65 [ -2.31 ]ONGC 282 [ -1.40 ]PNB 127.1 [ -6.41 ]POWER GRID 306.9 [ -1.22 ]RIL 2839 [ -1.03 ]SBI 807.75 [ -2.86 ]SESA GOA 410.6 [ -1.10 ]SHIPPINGCORP 215.35 [ -2.78 ]SUNPHRMINDS 1529.55 [ 1.40 ]TATA CHEM 1081.1 [ -0.88 ]TATA GLOBAL 1098.7 [ 0.43 ]TATA MOTORS 1015.8 [ 0.20 ]TATA STEEL 167.6 [ 0.69 ]TATAPOWERCOM 446.15 [ -1.86 ]TCS 3921 [ 2.13 ]TECH MAHINDR 1263.55 [ 1.11 ]ULTRATECHCEM 9778.15 [ -0.39 ]UNITED SPIRI 1225 [ 1.39 ]WIPRO 458.25 [ 0.31 ]ZEETELEFILMS 136.65 [ -4.47 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 530075ISIN: INE818A01017INDUSTRY: Oil Drilling And Exploration

BSE   ` 609.40   Open: 639.05   Today's Range 601.90
639.05
-16.65 ( -2.73 %) Prev Close: 626.05 52 Week Range 261.10
682.95
Year End :2023-03 

The Director's have pleasure in placing before you the 38th Annual 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 31,2023.

I. REVIEW OF BUSINESS OPERATIONS DURING THE YEAR

As the Company completes 28 years in the Oil and Gas business, the Company continues to achieve high levels of profitability, aided by higher oil prices during the year. In addition, the Company has also undergone a change in management during the year and with a professional management team, the Company aims to take the Company in the growth path by realizing the true potential of its Oil & Gas Fields.

During the year, the Company continued its best efforts towards streamlining and optimizing the oil and gas operations, has invested in creating a safe work environment, enhancing asset integrity, investing in human resources simultaneously took effective measures in managing the uncertainties by ensuring that the field operations continue smoothly. The Company has taken multiple steps for increasing operational efficiency, facility upgradation and asset integrity. In addition, necessary measures were undertaken to ensure the health and safety of its workforce as well as the safety and hygiene of its installation and production facilities.

Reclassification of erstwhile Promoter & Promoter Group:

During the year under review, the completion of the share purchase agreement dated March 17, 2022 ("SPA") entered into by Mrs. Raj Kapur, Mrs. Rohini Kapur, Mr. Rohit Kapur, Winton Roavic LLP (collectively referred to as "the former promoter group") with Blackbuck Energy Investments Limited ("BEIL"), triggered an open offer to be made by BEIL to the shareholders of your Company in accordance with the statutory rules and regulations. The Board of Directors further state that after compliance of all the procedural requirements with respect to the open offer and completion thereof, BEIL has become the largest shareholder of your Company having controlling interest in the capacity of Promoters alongwith Persons Acting in Concert i.e. Antelopus Energy Private Limited. The former promoter group have been reclassified as the Public shareholders of the Company effective November 09, 2022.

During this year, due to the prudent production and operations management, the Company has increased the production and reduced the annual decline. The Company is actively recruiting a fresh and diverse pool of talented individuals with the precise skill set required to bridge the organizational gap. This initiative aims to assemble a highly proficient team that excels in executing tasks and demonstrates exceptional capabilities.

Operations:

Your Company is also pleased to inform you that it has re-negotiated the gas prices while continuing its crude sales to Indian Oil Corporation Limited. Further, pursuant to the 'de-regulation of sale of domestically produced Crude Oil' notification, which waives off the condition in Production Sharing Contracts (PSCs) to sell crude oil to Government or Government Nominee or Government Companies, effective October 01, 2022, the Company has also initiated discussion on potential oil and gas sales to private parties.

The Company, during this year also has commenced a new drilling campaign, across all its existing fields. The Company, within the last nine months, post the takeover by the new team, has submitted revised Field Development Plans, applied for Environmental and other statutory clearances, procured requisite long lead items and commenced drillings with all relevant approvals in place. Two wells have already been drilled as on the year ending March 31,2023 in the Bakrol field.

Selan Exploration Technology Limited Employee Stock Option Scheme-2022

Further, during the year under review, the Company has also introduced 'Selan Exploration Technology Limited Employees Stock Option Scheme - 2022' for its employees, pursuant to the approval from the Nomination and Remuneration Committee, Board and shareholders of the Company. This Scheme is designed to provide incentives to the employees of the Company to ensure a continuous focus on creating value and participating actively in our growth journey. The ESOP Plan is in line with Company's philosophy of sharing benefits of growth and incentive to the employees.

The management is continuously focusing to build a strong reputation as a responsible corporate citizen and track record in delivering longer term stakeholder value.

Please also refer to the Management Discussion and Analysis section of the Annual Report for further clarification regarding the Company's operations and policies.

II. FINANCIAL SUMMARY/HIGHLIGHTS

The financial performance of the Company for FY'23, is summarized below:

(in lakhs)

Summary of Key Financial Parameters

March 31, 2023

March 31, 2022

Description

Revenue from operations

11,794.34

7,718.57

EBITDA

6,270.98

3,480.44

Less: Finance cost (net of finance income)

42.66

9.86

Less: Depreciation/Amortisation/Impairment Expense

2,204.01

2,211.81

Share of Profit/ (loss) of Associate

-

Exceptional item

-

-

Profit Before Tax (PBT)

4,024.31

1,258.77

Less: Tax expense

939.49

266.37

Profit After Tax (PAT) (A)

3,084.82

992.40

Other Comprehensive Income/ (loss) (OCI) (B)

31.06

(115)

Total Comprehensive Income/ (loss) (A B)

3,115.88

991.25

III. BUSINESS OPERATIONS

Highlights of your Company's operations and state of affairs for the FY'23, including the Management Discussion and Analysis Report, capturing your Company's performance, industry trends and other material changes with respect to your Company, forms part of this Annual Report.

IV. DIVIDEND

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 15,70,340 (Indian Rupees Fifteen Lakhs Seventy Thousand Three Hundred & Forty Only), being unclaimed dividend for the FY'23, along with 13,327 (Thirteen Thousand Three Hundred and Twenty-Seven 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 the 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 Form I EPF-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.

Details of unclaimed/ unpaid amount of Dividend:

Year

Amount

Due date for transfer of unclaimed/ unpaid amount of Dividend to IEPF

2016-17

20,56,940

March 17, 2024

2017-18

14,96,450

March 04, 2025

2018-19

12,09,440

January 30, 2026

2019-20

12,27,400

March 10, 2027

2020-21

9,95,212

March 22, 2028

2021-22

10,27,450

March 12, 2029

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. PROMOTER

Blackbuck Energy Investments Limited holds 46,30,570 (Forty-Six Lakhs Thirty Thousand Five Hundred and Seventy Only) shares in the Company representing 30.46 % of the paid-up share capital of the Company and has declared that they have not pledged any of their shareholding in the Company.

VII. DIRECTORS

The Board of Directors of the Company is validly constituted and as on March 31,2023, comprised of 6 Directors as follows:

S. No.

Name of the Director(s)

Designation

Category

1.

Mr. Suniti Kumar Bhat

Managing Director

Executive

2.

Mr. Siva Kumar Pothepalli

Whole Time Director

Executive

3.

Ms. Vishruta Kaul

Independent Director

Non-Executive

4.

Mr. Manjit Singh

Independent Director

Non-Executive

5.

Mr. Raman Singh Sidhu

Independent Director

Non-Executive

6.

Mr. Baikuntha Nath Talukdar

Independent Director

Non-Executive

Changes in Directorships during the year under review are as under:

Pursuant to the provisions of the Share Purchase Agreement (SPA) and subject to the conditions precedent therein, upon completion of the Open Offer the following changes took place:

a. Mr. Rohit Kapur (DIN: 00017172) resigned as the Whole Time Director of the Company effective June 30, 2022, pursuant to the terms of the SPA. The Directors' place on record their appreciation for the valuable contribution made by Mr. Kapur during his tenure as the Whole Time Director of the Company.

b. Dr. Derek James Corbishley (DIN: 06515723) resigned as the Independent Director of the Company effective June 30, 2022, due to preoccupation. The Directors' place on record their appreciation for the valuable contribution made by Mr. Corbishley during his tenure as the Independent Director of the Company.

c. Mr. Tarik Currimbhoy (DIN: 00729714) resigned as the Independent Director of the Company effective June 30, 2022, due to pre-occupation. The Directors' place on record their appreciation for the valuable contribution made by Mr. Currimbhoy during his tenure as the Independent Director of the Company.

d. Ms. Sonali Bhagwati Dalal (DIN: 01 105028) resigned as the Independent Director of the Company effective June 30, 2022, due to preoccupation. The Directors' place on record their appreciation for the valuable contribution made by Ms. Dalal during his tenure as the Independent Director of the Company.

e. Mr. Suniti Kumar Bhat (DIN: 08237399) was appointed as an Additional Director (Managing Director) for a period of 5 (Five) years commencing from June 30, 2022, upon the recommendation of the Nomination and Remuneration Committee. He was then appointed as a Managing Director by the members in the 37th Annual General meeting of the Company held on September 15, 2022.

f. Mr. Siva Kumar Pothepalli (DIN: 08368463) was appointed as an Additional Director (NonExecutive, Non-Independent Director) effective June 30, 2022, upon the recommendation of the Nomination and Remuneration Committee. He was then appointed as a Director (NonExecutive, Non-Independent Director) by the members in the 37th Annual General meeting of the Company held on September 15, 2022. Later, the designation of Mr. Pothepalli was changed to Whole Time Director effective December 23, 2023 for a period of 5 (Five) years, upon the

recommendation of the Nomination and Remuneration Committee and approval by the members of the Company through postal ballot.

g. Ms. Vishruta Kaul (DIN: 09652393) was appointed as an Additional Director (Non-Executive & Independent) on June 30, 2022 for a period of 5 years upon the recommendation of the Nomination and Remuneration Committee. She was then appointed as an Independent Director by the members in the 37th Annual General meeting of the Company held on September 15, 2022.

h. Mr. Baikuntha Nath Talukdar (DIN: 01926119) was appointed as an Additional Director (Non-Executive & Independent) on June 30, 2022 for a period of 5 years upon the recommendation of the Nomination and Remuneration Committee. He was then appointed as an Independent Director by the members in the 37th Annual General meeting of the Company held on September 15, 2022.

i. Mr. Raman Singh Sidhu (DIN: 00121906) was re-appointed as an Independent Director of the Company for the second term of five consecutive years with effect from August 18, 2022 to August 17, 2027, by the members of the Company by way of Postal Ballot.

For further details about resignation of Independent Directors, please refer Corporate Governance Report.

Except as mentioned above, there was no other change in the Board of Directors of the Company during FY' 23.

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 Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). 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 (Appointments and Qualifications of Directors) Rules, 2014.

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.

VIM. 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 31,2023:

S. No.

Name

Designation

Date of appointment

1.

Mr. Suniti Kumar Bhat

Managing Director

June 30, 2022

2.

Mr. Siva Kumar Pothepalli

Whole Time Director

December 23, 2022

3.

Mr. Raajeev Tirupati

Chief Financial Officer

December 23, 2022

4.

Ms. Yogita

Company Secretary

July 01, 2022

Changes in Key Managerial Personnel during the year under review:

a. Mr. Vijay Kirpal resigned from the post of Chief Financial Officer w.e.f.June 30, 2022.

b. Mr. Raajeev Tirupati was appointed as Chief Financial Officer w.e.f December 23, 2022.

c. Ms. Deepa Bhalla resigned from the post of Company Secretary w.e.f.June 30, 2022.

d. Ms. Yogita was appointed as Company Secretary w.e.f.July 01,2022

e. Mr. Rohit Kapur resigned as Whole Time Director w.e.f. June 30, 2022.

f. Mr. Suniti Kumar Bhat was appointed as Managing Director w.e.f.June 30, 2022

g. Mr. Siva Kumar Pothepalli was appointed as Whole Time Director w.e.f. December 23, 2022

IX. DECLARATION OF INDEPENDENCE BY DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Independent Directors of the Company have submitted a Declaration meeting the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and regulation 25(8) of SEBI Listing Regulations. The above Declaration has been taken on record. Further, the Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act.

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

M/s J.A. Martins & Co., Chartered Accountants, (FRN: 01 0860N), former Statutory Auditors of the Company had completed their term, prescribed under the Companies Act, 2013 and retired in the previous Annual General Meeting and accordingly, were not eligible for re-appointment.

The Statutory Auditors Report does not contain any qualification or adverse remark hence does not require any clarification or explanation of the Board.

(b) Secretarial Auditors

Pursuant to Section 204 of the Act, Nityanand Singh & Co. (ICSI Membership No. 2668 and Certificate of Practice No. 2388), Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2023. The Report of the Secretarial Auditors is annexed as Annexure-I to this Report.

(c) Cost Auditors

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited.

The Board of Directors have in accordance with the terms of Section 148 of the Companies Act, 2013 and 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 FY'24 at a remuneration of INR 120,000 (Indian Rupees One Lakh and Twenty Thousand Only) per annum to conduct the audit of cost accounting records. The proposed remuneration of the Cost Auditor shall be ratified by the members in the ensuing AGM. The Cost Audit for the FY'23 was also carried out by Mr. R. Krishnan.

(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 of the Company for the FY '23 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.

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 of the

mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has 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/2022/06/ Whistle-Blower-Policy.pdf

XII. AUDIT COMMITTEE

The Audit Committee of the Company coordinates with the management team, independent auditors and internal auditors to monitor the choice of accounting policies, principles and to ensure compliance with the applicable laws and regulations.

The Audit Committee comprises of four members, out of which three are Non-Executive and Independent Directors including the Chairman. The Audit Committee's composition, powers and role are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors. Mr. Manjit Singh, was 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.

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 assess 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 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 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. The Policy can also be accessed on Company's website at www.selanoil.com.

Further, the Policy on Board Diversity and the NRC Policy of the Company and can be accessed at Company's website at www.selanoil.com

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).

To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee. The Internal Audit function monitors and evaluates the efficacy and adequacy of Internal Control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Board. The Audit Committee regularly reviews the suggestions/ observations of the Statutory Auditors on the financial statements, including financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by the Company.

XV. CEO / CFO Certification

Mr. Suniti Kumar Bhat, Managing Director and Mr. Raajeev Tirupati, CFO 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, 2023, 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. CAPITAL STRUCTURE

There was no change in the Capital Structure of the

Company during the year under review. The Company has not issued any shares with differential rights as to voting, dividend or otherwise. The authorized paid-up capital of the Company as on March 31, 2023 was INR 30,00,00,000 and the paid up capital of the Company as on March 31,2023 was INR 15,20,00,000 (Indian Rupees Fifteen Crores and Twenty Lakhs Only).

XVII. CORPORATE SOCIAL RESPONSIBILITY

Selan as a responsible Corporate is committed to driving societal progress, while fulfilling its business objectives. With safety, health and environment protection being high on its corporate agenda, Selan is 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 Schedule VII of the Companies Act, 2013 and is available at the Company's website at www.selanoil.com. Brief details about the CSR Committee 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.

XVIII. 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, Risk Management Committee and policy is applicable on top 1000 listed companies, and Selan doesn't fall under the said category, however, Selan 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 nonbusiness-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. Copy of 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.

XIX. LEGAL COMPLIANCES 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 independently 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 robust and effective oversight across compliance practices.

XX. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has commenced commercial production from one new well drilled by the Company in Bakrol field. Additionally, the Company has also spud a new well in Karjisan field to increase production. The Company has also initiated hydraulic fracturing operations in the Bakrol field.

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.

XXI. 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 and 03/2022 dated May 05, 2022 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 prepared in accordance with Indian Accounting Standards (Ind AS), duly audited by Statutory Auditors, also forms part of this Annual Report.

XXII. AMOUNT TRANSFERRED TO GENERAL RESERVE

No amount is being proposed to be transferred to the reserves out of profits for FY' 23.

XXIII. CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company during the FY' 23.

XXIV. CORPORATE GOVERNANCE

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.

XXV. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties, entered by the Company during the FY' 23, were 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 regarding the policy, approval and review of Related Party Transactions are provided in the Corporate Governance Report enclosed as Annexure-II to this Report.

XXVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments under Section 186 of the Act, are provided in Note no. 40 to the Financial Statements forming part of this Annual Report for FY' 23.

XXVII. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary/joint ventures or associate companies.

Further no Company/entity has become or ceased to be its subsidiary or Joint venture or associate during the year under review.

XXVIII. 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 is an equal opportunity employer is 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 31,2023.

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.

XXIX. 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.

XXX. 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.

XXXI. SELAN EXPLORATION TECHNOLOGY LIMITED EMPLOYEES STOCK OPTION SCHEME - 2022

Adopting a progressive approach from a long-term perspective for retention and value creation for the Company, the Board and Members/Shareholders of the Company have approved Selan Exploration Technology Limited Employees Stock Option Scheme - 2022 for key employees of the Company. The shareholders approval for the same has been obtained on March 02, 2023. The Company believes that this scheme will provide an opportunity to the employees to partner in the growth of the organisation as a shareholder.

XXXII. MEETINGS OF THE BOARD

The Board met at regular intervals to discuss business performance. During the financial year ended March 31,2023, the Board of Directors met eight (8) times on April 30, 2022; June 04, 2022; June 30, 2022; August 08, 2022; September 15, 2022; November 04, 2022; December 23, 2022 and January 23, 2023 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:

Name of the Director

Number of Board meetings attended held during the period April 01, 2022 to March 31, 2023.

Held

Entitled to attend

Attended

Mr. Suniti Kumar Bhat

8

6

6

Mr. Siva Kumar Pothepalli

8

6

5

Mr. Manjit Singh

8

8

8

Ms. Vishruta Kaul

8

6

6

Mr. Raman Singh Sidhu

8

8

8

Mr. Baikuntha Nath Talukdar

8

6

6

Mr. Rohit Kapur*

8

3

3

Dr. Derek James Corbishley*

8

3

0

Mr. Tarik Currimbhoy*

8

3

0

Ms. Sonali Bhagwati Dalal*

8

3

0

* Resigned w.e.f. June 30, 2022

XXXIII. 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, 2023, 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, 2023 and of the profit of the Company for the year April 1,2022 to March 31,2023.

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.

XXXIV. GENERAL

Your Directors' 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 i n te re s t o n d e p o s i ts fro m p u b l i c wa s outstanding as on the date of Balance Sheet.

b. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise or sweat equity shares

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which has an impact on the going concern status and Company's operations in future.

d. The Auditors have not reported any matter under Section 143 (12) of the Act, therefore no

detail is required to be disclosed under Section 134(3)(ca) of the Act.

e. 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.

f. No ap p li c a t io n h a s b e e n m a d e or a n y proceeding in relation to the Company are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

XXXV. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standard -1 on Meetings of Board of Directors, Secretarial Standard - 2 on General Meetings and Secretarial Standard-3 on Dividends, issued by the Institute of Company Secretaries of India, have been duly complied with.

XXXVI. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return of the Company for the FY' 23 shall be available on the website of the Company athttps://www.selanoil.com/annual-return/

XXXVII. 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.

XXXVIII. HUMAN CAPITAL & MANAGEMENT

The Management team of the Company consists of professionals with deep India experience in developing and managing large E&P assets. The core expertise of the management team lies in value creation through reservoir management, leveraging technology deployment (like Chemical Enhanced Oil Recovery), operational efficiency and speed of execution.

Additionally, the Company continues to pursue the best practices to develop its human capital. During the previous year, the Company has further added to its expertise by on boarding expert professionals from the industry.

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

The management is excited to take Selan forward on its journey to deliver the best from its assets and create value added growth.

XXXIX. FUTURE PLAN OF ACTION

• Continue to focus on upstream sector in India

• Focus on various business expansion opportunities which fit the Company size and growth strategy

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 Members 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.