A Oneindia Venture

Directors Report of Antelopus Selan Energy Ltd.

Mar 31, 2025

Your Director''s take pleasure in presenting before you the
40th 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, 2025.

I. FINANCIAL SUMMARY/ HIGHLIGHTS

The financial statements of your Company as on March 31,
2025 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:

Summary of Key Financial

March 31,

March 31,

Parameters

2025

2024

Description

Revenue from operations

25,807.78

16,560.14

EBITDA

15,021.92

8,343.28

Less: Finance cost

119.69

38.44

Less: Depreciation/Amortisation/
Impairment Expense

5128.68

3669.66

Profit Before Tax (PBT)

9,773.55

4,635.18

Less: Tax expense

2,375.12

1,361.06

(A) Profit After Tax (PAT)

7,398.43

3,274.12

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

(30.13)

(18.52)

(A B) Total Comprehensive Income/
(loss)

7,368.30

3,255.61

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 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'' 25 stood at ~INR 25,807.78 lakhs an increase of -55.84%,
in comparison to -INR 16,560.14 lakhs in the previous financial
year.

EBITDA for FY''25 stood at -INR 15,021.92 lakhs, an increase by
-80%, in comparison to -INR 8,343.29 lakhs in the previous
financial year.

III. KEY DEVELOPMENTS

a. Operational Update

During the year under review, the Company continued its
strategic focus on enhancing hydrocarbon production
through targeted drilling and development activities
across its key fields.

• The Company completed it''s campaign across it''s
drilling fields adhering to the highest standards of
safety and within estimated timeline and budget.

• Sales volumes increased by -61% in comparison to
FY 2023-24.

• In Bakrol field the Company submitted a Field
Development Plan (FDP) for the drilling of 10 new
wells from financial year 2025-26. This plan has
been approved by the Directorate General of
Hydrocarbons (DGH), marking a significant milestone
in the Company''s growth trajectory and production
enhancement strategy.

• In Karjisan Field, volume growth was led by
production from new wells brought into production
during the year, contributing to the expansion of
the Company''s production base. In addition, the
Company submitted the Field Development Plan &
appraisal plan for the Karjisan field for the drilling of
new wells in phased manner.

• In the Cambay field, all the relevant regulatory
approval for transfer of Participating Interest and
operatorship were received and the transition and
handover from erstwhile operator were successfully
completed.

Two workover wells were successfully completed
with an objective to gather data from the subsurface
zones of interest that would form bedrock for our
future planned drilling campaigns.

These developments reflect the Company''s commitment
to maximizing value from its existing asset portfolio while
pursuing systematic exploration and appraisal efforts to
unlock further potential.

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 Selan Exploration Technology
Limited, at its meeting held on November 22, 2023,
approved a Composite Scheme of Arrangement under
Sections 230 to 232, read with Sections 66 and 52
and other applicable provisions of the Companies Act,
2013, for the amalgamation of Antelopus Energy Private
Limited ("Antelopus") with and into Selan Exploration
Technology Limited ("Selan").

Antelopus Energy Private Limited is an Exploration
and Production (E&P) company focused on monetizing
discovered and stranded hydrocarbon resources in the
Indian subcontinent. Antelopus operates four contract
areas-two offshore (one each on the West and East
coasts of India) and two onshore (located in Assam and
Andhra Pradesh). These areas together have proven and
probable reserves of approximately 55 million barrels of
oil equivalent.

Strategic Rationale and Benefits of the Amalgamation:

The management of Selan believes that the proposed
amalgamation will provide the following benefits:

• Inorganic Growth and Economies of Scale:

Shareholders of Selan are expected to benefit from
the pooling of resources and enhanced scale, leading
to the creation of a stronger and more diversified
energy platform in India.

• Operational Synergies: With both companies
engaged in the upstream oil and gas sector, the
amalgamation is expected to lead to improved
efficiencies, cost optimization and operational
synergies.

• Portfolio Diversification: The merger will broaden
Selan''s asset base across multiple sedimentary
basins, both onshore and offshore, enhancing
access to proven reserves and supporting long-term
production growth.

• Complementary Expertise: Antelopus brings
expertise in reservoir management and value
creation, while Selan has a strong execution
track record in exploration and production.Their
integration is expected to unlock synergies and drive
stakeholder value.

• Equitable Treatment of Shareholders: The proposed
amalgamation ensures that all shareholders, including
public shareholders, are treated equitably, with no
disproportionate advantage or disadvantage to any
stakeholder group.

Share Exchange Ratio:

Pursuant to the Scheme, Selan will issue and allot equity
shares to the shareholders of Antelopus as follows:

• 4,287 fully paid-up equity shares of Selan for every

10.000 equity shares of INR 10/- each held in Antelopus.

• 4,287 fully paid-up equity shares of Selan for every

10.000 Class A1 equity shares of INR 10/- each held in
Antelopus.

• 18 fully paid-up equity shares of Selan for every 10,000
redeemable preference shares of INR 10/- each held in
Antelopus.

Regulatory Approvals and Shareholder Consent:

i. In-principle approvals were received from BSE Limited
and National Stock Exchange of India Limited on June
27, 2024, for the proposed Scheme.

ii. The Hon''ble National Company Law Tribunal (NCLT),
Chandigarh Bench, by order dated August 12, 2024,
directed the convening of a meeting of Selan''s equity
shareholders to consider and approve the Scheme.

iii. The meeting was held on October 05, 2024, through
video conferencing with remote e-voting facility. The
Scheme was approved by the requisite majority of equity
shareholders.

iv. Subsequently, the second motion petition was filed with
NCLT on October 15, 2024.

v. The final hearing before NCLT was held on May 08, 2025
and the matter has been reserved for orders.

Upon completion, the transaction is expected to significantly
enhance Selan''s growth prospects, operational scale and
shareholder value through the creation of a leading and
diversified E&P entity in India.

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 13,93,230 (Indian Rupees
Thirteen Lakhs Ninety-Three Thousand Two Hundred and
Thirty Only), being unclaimed dividend for the Financial Year
2017-18, along with 18,485 (Eighteen Thousand Four Hundred
and Eighty-Five 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, 2025 is INR 30,00,00,000 (Indian Rupees Thirty Crores
Only). As on March 31, 2025, 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.

Year

Amount

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

2018-19

11,62,940

January 30, 2026

2019-20

11,82,250

March 10, 2027

2020-21

9,48,605

March 22, 2028

2021-22

9,81,180

March 12, 2029

VII.DIRECTORS

The Board of Directors of the Company is validly constituted
and as on March 31, 2025, 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

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 all 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, 2025.

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 &
Compliance Officer

July 01, 2022

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'' 25 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.

Further, pursuant to the provisions of Regulation
24A & other applicable provisions of the SEBI Listing
Regulations read with Section 204 read with Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on May 09, 2025 have approved & recommended
for approval of Members, appointment of M/s Nityanand
Singh & Co. (ICSI Membership No. 2668 and Certificate
of Practice No. 2388), Practicing Company Secre
taries as Secretarial Auditors for a term of upto 5 (Five)
consecutive years, to hold office from April 1, 2025 upto
March 31, 2030.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

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.

The Cost Audit for the FY''25 was 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.

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''26 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.

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'' 25 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
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 Four 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/2024/11/Nomination-and-
Remuneration-Policy.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, 2025, 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/2024/06/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 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 robust and effective insight
into the compliance practices.

XIX. M ATE RIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL
YEAR AND DATE OF THE REPORT

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, 09/2023 dated
September 25, 2023 and 09/2024 dated September 19, 2024
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'' 25.

XXII. CHANGE IN NATURE OF BUSINESS, IF ANY.

There is no change in the nature of business of the Company
during the FY'' 25.

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/2025/05/Related-Party-
Transactions-Policy.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. 12 to the Financial
Statements forming part of this Annual Report for Financial
Year ended March 31, 2025.

XXVI. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

The Company does not have any subsidiary/joint ventures or
associate companies as on March 31, 2025.

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, 2025.

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.

Details of employees'' remuneration under Rule 5(2) & 5(3) of
the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure to this
Report. In terms of the second proviso to Section 136(1) of
the Act and the rules made thereunder, the Board''s Report is
being sent to the members without the aforesaid Annexure.
Members who are interested in obtaining copy of the same
may send an e-mail at
[email protected]

XXX. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss business
performance. During the financial year ended March 31,
2025, the Board of Directors met Four times on May 06,
2024, July 31, 2024, October 29, 2024 and February 07, 2025,
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, 2024 to March 31, 2025.

Held

Entitled
to attend

Attended

Mr. Suniti Kumar Bhat

4

4

4

Mr. Siva Kumar Pothepalli

4

4

4

Mr. Manjit Singh

4

4

3

Ms. Vishruta Kaul

4

4

2

Mr. Raman Singh Sidhu

4

4

4

Mr. Baikuntha Nath Talukdar

4

4

3

XXXI. EMPLOYEE STOCK OPTION SCHEMES

During the year, your Company had Selan Employees
Stock Option Scheme 2022 (''ESOP Scheme''), which are in
compliance with the Act and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,

2021 and the disclosures relating to the ESOP Scheme
as required under the abovementioned SEBI Regulations
are available on the Company''s website at
https://www.
selanoil.com/wp-content/uploads/2025/04/Selan-
ESOP-Scheme.pdf

The certificate of Secretarial Auditor confirming compliance
of the ESOP Schemes with the Act and abovementioned
SEBI Regulations has been uploaded on the website of the
Company at
https://www.selanoil.com/wp-content/
uploads/2025/08/ESOP-Compliance-Certificate
Reg-13.pdf

In addition, the disclosure pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014
and Regulation 14 of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") as at March 31,
2025 is given in
Annexure VII to this Report.

XXXII. 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, 2025, 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, 2025 and of the profit of the Company for the
year April 01, 2024 to March 31, 2025.

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.

XXXIII. 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.

XXXIV. 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.

XXXV. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025
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/wp-content/
uploads/2025/06/Form MGT 7 2024-25.pdf.

XXXVI. 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 an d 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.

XXXVII. HUMAN CAPITAL MANAGEMENT

In FY''25, 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.

XXXVIII. 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/2025/04/Insider-Trading-
Code.pdf

XXXIX. 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.

XL.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.

XLI. 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.

For and on behalf of the Board
Place : Gurgaon
Suniti Kumar Bhat

Date : May 09, 2025 Chairman

DIN: 08237399


Mar 31, 2024

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)

Summary of Key Financial Parameters

March 31, 2024

March 31, 2023

Description

Revenue from operations

16,560.14

11,794.34

EBITDA

8,343.29

6,270.98

Less: Finance cost (net of finance income)

38.44

42.66

Less: Depreciation/Amortisation/Impairment Expense

3,669.66

2,204.01

Profit Before Tax (PBT)

4,635.19

4,024.31

Less: Tax expense

1,361.06

939.49

Profit After Tax (PAT) (a)

3,274.13

3,084.82

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

(18.52)

31.06

Total Comprehensive Income/ (loss) (a b)

3,255.61

3,115.88

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 proposed amalgamation would result in diversifying Selan''s portfolio across multiple sedimentary basins, both onshore and offshore, thereby providing access to increased proven oil and gas resource base and ability to enhance production and thereby expecting to enhance value of the shareholders of Selan, including public shareholders.

» The expertise of Antelopus lies in value creation through reservoir management and Selan has a strong track record in oil and gas exploration and production operations.

» The proposed amalgamation is based on leveraging the complementary strengths of Antelopus and Selan and would create meaningful value for various stakeholders including public shareholders of Selan.

» The impact of the Scheme on the

shareholers including the public shareholders would be the same in all respects and no shareholder is expected to have any disproportionate advantage or disadvantage in any manner.

Upon the approval of the Scheme, the Company shall issue and allot equity shares of the Company to the shareholders of Antelopus, in the following manner:

i. 4,287 (Four Thousand Two Hundred and Eighty Seven Only) fully paid-up equity shares of the Company for every 10,000 (Ten Thousand Only) equity shares of INR 10/- each of Antelopus.

ii. 4,287 (Four Thousand Two Hundred and Eighty Seven Only) fully paid-up equity shares of the Company for every 10,000 (Ten Thousand Only) Class A1 equity shares of INR 10/- each of Antelopus.

iii. 18 (Eighteen Only) fully paid-up equity shares of the Company for every 10,000 (Ten Thousand Only) redeemable preference shares of INR 10/- each of Antelopus.

The amalgamation is subject to approval from the shareholders and other regulatory/governmental authorities.

The management believes that the proposed amalgamation would result in diversifying Selan''s portfolio across multiple sedimentary basins, both

onshore and offshore, thereby providing access to increased proven oil and gas resource base and the ability to enhance its production base, thereby expecting to enhance value of all stakeholders, including the shareholders of Selan.

c. Acquisition of Cambay field

The Board of Directors of the Company executed a farm in farm out agreement with Synergia Energy Ltd. and its group company for the acquisition of 50% Participating Interest and operatorship of the Cambay Field. The approval of the same is currently pending regulatory approval.

This field is approximately 100 km south of the city of Ahmedabad, Gujarat. This field covers an area of 161 km2 and has hydrocarbon presence in Miocene, Oligocene and Eocene reservoirs.

d. Acquisition of Elao field

The Company had entered into a Transfer Agreement on July 06, 2022 to acquire 100% participating interest and Operatorship of the Contact Area CB/ONDSF/ ELAO/2016, formerly awarded by the Government of India to PFH Oil and Gas Private Limited, as a Revenue Sharing Contract. The contract area is a gas field located in the prolific Cambay basin in Gujarat. The management team believes that this acquisition would contribute to the Company''s Cambay Basin strategy and would bring in operational synergies with our existing asset portfolio. The Company has also obtained the approval of the Ministry of Petroleum & Natural Gas for the aforesaid transfer. The Company has carried out detailed technical analysis and has plans of drilling one well in FY'' 24.

e. ESOPs

The Company has an Employee Stock Option Scheme in force, “Selan Exploration Technology Limited Employees Stock Option Scheme - 2022" approved by the members of the Company by way of Postal Ballot through remote e-voting process on March 02, 2023. The management has granted 2,20,181 (Two Lakh Twenty Thousand One Hundred and Eighty One Only) Employee Stock Options convertible into equal number of Equity Shares of the Company of face value of INR 10/-(Indian Rupees Ten Only) each.

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.

The ESOP Scheme is implemented in accordance with the 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-Compli-ance-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.

Year

Amount

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

2017-18

14,67,420

March 04, 2025

2018-19

12,06,115

January 30, 2026

2019-20

12,24,075

March 10, 2027

2020-21

9,82,950

March 22, 2028

2021-22

10,15,500

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. 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:

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

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

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 and Compliance Officer

July 01, 2022

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. 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 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.

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:

Number of Board meetings attended held during the period April 01, 2023 to March 31, 2024.

Held

Entitled to attend

Attended

Mr. Suniti Kumar Bhat

8

8

8

Mr. Siva Kumar Pothepalli

8

8

7

Mr. Manjit Singh

8

8

8

Ms. Vishruta Kaul

8

8

8

Mr. Raman Singh Sidhu

8

8

8

Mr. Baikuntha Nath Talukdar

8

8

8

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.

For and on behalf of the Board Suniti Kumar Bhat

Place: Gurgaon Chairman

Date: May 06, 2024 DIN : 08237399


Mar 31, 2023

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.


Mar 31, 2018

The Directors have pleasure in presenting the Annual Report for the year ended 31 March 2018.

Financial Review

The Company achieved the following results over the past three years:

(in Rs. lakhs)

2015-16

2016-17

2017-18

Net Sales

6,203

5,584

7,661

EBIDTA

4,761

4,311

5,448

EBIDTA / Net Sales

77%

77%

71%

Total Reserves and Surplus of the Company have increased from Rs.26,579 lakhs to Rs.27,800 lakhs as on 31 March 2018. During the year under review, an amount of Rs.5.65 lakhs transferred to Site Restoration Fund.

Review of Operations

The Company has significantly increased profitability and cash flow from operations year over year, due to increased production as a result of focused capital investment in production enhancement, supported by improved hydrocarbon prices. Oil production increased to 201,276 bbls in 2017-18 from 165,262 bbls in 2016-17 and gas production increased from 6,048,214 m3 to 7,622,988 m3 in 2017-18. The company has successfully delivered four quarters of growth in production.

Organizational enhancement with internationally accomplished management and technical advisory team has been the key factor in delivering these results, with demonstrable improvement in operational execution, better understanding of reservoir geology and production potential as well as more effective deployment of capital for production enhancement.

Indrora field has delivered its highest production since the discovery of the field in 1968. Karjisan oil discovery has been put on regular production. Karjisan gas production has also commenced. Pilot production enhancement activities have also been successful in Lohar which hold promise of improved recovery over the long term.

Last but not the least, Bakrol, the primary producing field in the Company has undergone significant production enhancement activities in terms of hydraulic stimulation and production optimization and significantly improved production over last year and continues to deliver higher production.

During the year, the Company has also submitted its application for a 10-year extension beyond March-2020 of its Production Sharing Contracts for Lohar, Bakrol and Indrora to DGH. The company believes that all regulatory, operational and compliance requirements for contract extension are in place and the applications are under review with DGH.

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

Final Dividend

The Directors are pleased to inform that in the financial year 2017-18, the Board of Directors have declared an interim dividend of 50%, i.e. Rs.5/- per share, which shall be declared as final dividend for the year 2017-18 subject to approval by the shareholders of the Company in the forthcoming AGM.

Transfer to IEPF

During the year, in accordance with the provisions of section 124(5) and 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 and subsequent amendment thereto (“the Rules"), an amount of ''718,186.50 being Unclaimed Dividend for the Financial Year 2010-11 alongwith 87,988 equity shares were duly transferred to the Investor Education and Protection Fund established by the Central Government.

Number of Meetings of the Board

There were eight Board Meetings held during the Financial Year 2017-18. Details of the same forms part of the Corporate Governance Report.

Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly complied with and the Directors have selected the necessary accounting policies and applied them consistently. Judgments / estimates have been made that are evenhanded and prudent, so as to give an accurate and rational view of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have also taken ample care for the maintenance of adequate accounting records in conformity with the provisions of Companies Act, 2013, for upkeep of the assets of the Company and for preventing and detecting fraud and other irregularities, and that the Directors have prepared the annual accounts on a going concern basis. The Directors have laid down internal financial controls to be followed by the Company and such Internal financial controls are adequate and operating effectively. Lastly, the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Policy on Directors'' Appointment and Remuneration

Considering the requirement of skill set on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to Company''s business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and is not disqualified under Companies Act, 2013 and rules made thereunder and accordingly recommend to the Board his / her appointment.

Remuneration to Whole-Time Director is governed under the relevant provisions of Companies Act, 2013 and rules made thereunder. Independent/ Non-Executive Directors excluding Promoter Directors are paid sitting fees for attending the meetings of the Board / Committees thereof.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to approval of shareholders where necessary. The level and composition of Remuneration so determined shall be reasonable and sufficient to attract, retain and motivate Directors and Senior Management to run the Company. The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Nomination and Remuneration Policy as approved by the Board may be accessed on Company''s website at www.selanoil.com. The Board considers the Nomination and Remuneration Committee''s recommendation and takes appropriate decision.

Contracts / Arrangements with Related Parties

All the related party transactions are entered on arm''s length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. Details of all related party transactions are reported to the Audit Committee for scrutiny / review and referred for approval of the Board on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors or KMP etc. which may have potential conflict with the interest of the Company at large which warrants the approval of shareholders. Accordingly, the disclosure of related party transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company''s policy on Related Party Transactions is available at our website www.selanoil.com.

Whistle Blower Policy

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism to 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. This policy is available on the Company''s website at www.selanoil.com.

Risk Management

Risk Management is a formal and disciplined practice for addressing risk. Selan has in place comprehensive risk assessment and minimization procedures, which are reviewed by Board periodically. The objective of risk management in the Company is to act as an enabler in maintaining its knowledge edge, sustaining and expanding the business, being competitive and ensuring execution of projects within budgeted cost, time and quality, resulting in improved turnover and profitability. The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. It includes identifying risks, assessing their probabilities and consequences, developing management strategies and monitoring their state to maintain situational awareness of changes in potential threats.

Corporate Social Responsibility

The Company has in place CSR Policy in line with Schedule VII of the Companies Act, 2013 which is available at our Company''s website www.selanoil.com. Selan is committed to driving societal progress, while fulfilling its business objectives. With safety, health and environment protection high on its corporate agenda, Selan is committed to conduct business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of life of employees, clients and the community. The Corporate Social Responsibility Committee comprises of five members, out of which four are non- executive and independent Directors including the Chairman. Brief details about the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year is given in Annexure-C to this Report.

Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year, a Separate Meeting of Independent Directors was held to assess the performance of Non-Independent Director and the Chairperson of the Company as well as the Board as a whole. Performance Evaluation is based on their contribution to Company''s objectives and plans, efficient discharge of their responsibilities, participation in Board / Committee meetings and other relevant parameters.

Board of Directors and KMP

During the year under review, Mr. V. B. Mahajan passed away peacefully on 05 August 2017. Mr. Mahajan had been a member of the Board for over 22 years, since 1995, and was the senior most member of the Board of Directors. The Company places on record its appreciation for the guidance provided by Mr. V. B. Mahajan over the years.

Mr. R. S. Sidhu was inducted as an Additional Director with effect from 18 August 2017 to hold office upto the ensuing Annual General Meeting of the Company.

Dr. D. J. Corbishley and Mr. T. Currimbhoy, Independent Directors, whose term expires on 01 April 2019, being eligible, offers themselves for reappointment as Independent Directors, with effect from 01 April 2019 to 31March 2019.

The Company has received requisite notices in writing from members proposing their candidature for the same. The Nomination and Remuneration Committee has recommended their re-appointment for a further period of 5 years up to 31 March 2024. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Agreement with the Stock Exchanges. The Board has approved their re-appointment subject to approval of shareholders in the ensuing Annual General Meeting.

Mr. R. Kapur, Whole- time Director whose term expires on 01 October 2018, being eligible, offers himself for re- appointment. The Board has approved his re-appointment with effect from 01 October 2018 for a period of 5 years, subject to approval of shareholders in the ensuing Annual General Meeting.

The brief details relating to aforesaid appointments are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

Auditors and Their Report

M/s J. A. Martins & Co., Chartered Accountants, (FRN:010860N) Statutory Auditors of the Company, were appointed in the 32nd AGM to hold office until the conclusion of 37th AGM, subject to ratification at every AGM. Therefore, ratification of appointment of Statutory Auditors is being sought from the members at the ensuing AGM.

There are no qualifications or reservations or remarks or frauds reported by the Auditors in their Report.

Cost Accounting Records

During the year under review, Mr. R. Krishnan, Cost Accountant (Membership No. 7799) was appointed as Cost Auditor for the Financial Year 2017-18 in place of Mr. S. N. Balasubramanian, Cost Auditor who expired on 20 November 2017. The remuneration of the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors will be Rs.120,000/- per annum which is subject to ratification by the members in the ensuing Annual General Meeting.

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of Mr. R. Krishnan, Cost Accountant (Membership No. 7799) as the Cost Auditor of the Company for the Financial Year 2018-19 at a remuneration of Rs.120,000/- per annum. The proposed remuneration of the Cost Auditor would be ratified by the members in the ensuing AGM. The Cost Audit for the year ended 31 March 2017 was carried out by Mr. S. N. Balasubramanian and the report was filed on 16 October 2017.

Secretarial Audit Report

Secretarial Audit Report confirming compliance to the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other related rules and regulations obtained from our Secretarial Auditors, M/s Nityanand Singh & Co., Company Secretaries forms part of this Annual Report as Annexure-A.

Internal Auditor

In compliance with the provisions of Section 138 of the Companies Act, 2013, M/s V. Sankar Aiyar & Co., Chartered Accountants were appointed as Internal Auditors for the Financial Year 2017-18 to conduct the internal audit of the functions and activities of the Company. They have submitted their Report to the Chairman of the Audit Committee and this was further reviewed by the Management and taken on record.

Corporate Governance Report

Corporate Governance stems from the belief and realization that corporate citizenship has a set of responsibilities, which must be fulfilled for a company to progress and succeed over the long term. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and a Report on Corporate Governance alongwith Certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors'' Report. A declaration by the CEO regarding the compliance with the Code of Conduct also forms part of this Annual Report.

Extract of the Annual Return

Relevant Extract of the Annual Return is given in Annexure - B to this Report.

Loans, Guarantees or Investments

The Company has not given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

Internal Financial Controls and their adequacy

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, risk based internal audits, risk management framework and whistle blower mechanism. These are routinely tested and certified by Statutory as well as Internal Auditors. The Audit Committee evaluates the internal financial control system periodically.

Significant and Material orders passed by the Regulators/ Courts/ Tribunals

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

Women Empowerment

SELAN has always believed that appropriate standard of conduct should be maintained by the employees in their conduct and that there should be a safe, indiscriminatory and harassment free (including sexual harassment) work environment for every individual working in the company. SELAN has a ''Policy on Prevention of Sexual Harassment of Women at Workplace'' which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, the Company has not received any complaint of sexual harassment from any of the woman employee of the Company.

Audit Committee

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 Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

CEO / CFO Certification

Mr. N. Sethi, President & CEO and Mr. A. K. Maurya, CFO of the Company have certified to the Board that all the requirements of the Listing Obligations, inter alia, dealing with the review of financial statements and Cash flow statement for the year ended 31 March 2018, 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 system and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 134(3)(m) of the Companies Act, 2013, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 48 of the Notes forming Part of the Accounts.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between the end of the Financial year of the Company as on 31 March 2018 and the date of this Report.

Personnel

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors would like to express their earnest appreciation for the valuable efforts of every employee at all levels for their hard work, dedication and commitment without which the Company would not have been able to undertake the challenging targets in all areas of operations. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

On behalf of the Company, we wish to convey our appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous support, cooperation and guidance. The Directors, particularly, wish to acknowledge and place on record the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Company''s management.

For and on behalf of the Board

Place : New Delhi R. KAPUR

Date : 15 May 2018 Chairman

(DIN : 00017172)


Mar 31, 2017

DIRECTORS'' REPORT

The Directors have pleasure in presenting the Annual Report for the year ended 31 March 2017.

Financial Review

The Company achieved the following results over the past three years:

(in Rs.)

2014-15

2015-16

2016-17

Net Sales

792,893,686

620,268,715

558,382,743

EBIDTA

687,216,394

476,101,134

428,945,044

EBIDTA / Net Sales

87%

77%

77%

Total Reserves and Surplus of the Company have decreased from Rs. 2,669,821,290 to Rs. 2,658,034,704 as on 31 March 2017. During the year under review, an amount of Rs. 812,000 transferred to Site Restoration Fund.

Review of Operations

The Company continues to achieve very high levels of profitability and cash flow from its operations in Gujarat, having generated Rs.34.95 crores of cash flow in 2016-17 on production of 165,262 bbls of oil, along with Associated Natural Gas.

The most significant changes made by the Company are in the areas of corporate management and field operations. In both cases, the Company has added senior experienced staff to significantly upgrade the technical understanding of our reservoirs and the implementation of improved production management techniques and procedures across all field operations.

The above management changes, supplemented by advisory services of international repute are expected to result in significant production gains starting in 2017-18. Even with oil prices remaining in the USD 50-60 / barrel for the foreseeable future, cash flows from operations should improve significantly going forward.

During the year, the Company was also intimated by the Directorate General of Hydrocarbons (DGH) and the Ministry of Petroleum and Natural Gas that Production Sharing Contracts (PSCs) expiring in the next 3 years, would be extended by 10 years, subject to satisfactory compliance of the extension guidelines and procedures.

As a result of this significant development and in view of the overall strengthening of the management team, field development plans are being revised and reformulated to accelerate production growth in the coming years going forward.

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

Final Dividend

The Directors are pleased to inform that in the financial year 2016-17, the Board of Directors have declared an interim dividend of 50%, i.e. Rs.5/- per share, which shall be declared as final dividend for the year 2016-17 subject to approval by the shareholders of the Company in the forthcoming AGM.

Transfer to IEPF

During the year, in accordance with the provisions of section 124(5) of the Companies Act, 2013 an amount of Rs. 772,474.50 being Unclaimed Dividend for the Financial Year 2009-10 was transferred to the Investor Education and Protection Fund established by the Central Government.

Number of Meetings of the Board

There were ten Board Meetings held during the Financial Year 2016-17. Details of the same forms part of the Corporate Governance Report.

Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly complied with and the Directors have selected the necessary accounting policies and applied them consistently. Judgments / estimates have been made that are evenhanded and prudent, so as to give an accurate and rational view of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have also taken ample care for the maintenance of adequate accounting records in conformity with the provisions of Companies Act, 2013, for upkeep of the assets of the Company and for preventing and detecting fraud and other irregularities, and that the Directors have prepared the annual accounts on a going concern basis. The Directors have laid down internal financial controls to be followed by the Company and such Internal financial controls are adequate and operating effectively. Lastly, the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Policy on Directors'' Appointment and Remuneration

Considering the requirement of skill set on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to Company''s business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and is not disqualified under Companies Act, 2013 and rules made there under and accordingly recommend to the Board his / her appointment.

Remuneration to Whole-Time Director is governed under the relevant provisions of Companies Act, 2013 and rules made there under. Independent/ Non-Executive Directors excluding Promoter Directors are paid sitting fees for attending the meetings of the Board / Committees thereof.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to approval of shareholders where necessary. The level and composition of Remuneration so determined shall be reasonable and sufficient to attract, retain and motivate Directors and Senior Management to run the Company. The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential and for growth. The Board considers the Nomination and Remuneration Committee''s recommendation and takes appropriate decision.

Contracts/Arrangements with Related Parties

All the related party transactions are entered on arm''s length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or KMP etc. which may have potential conflict with the interest of the Company at large which warrants the approval of shareholders. Accordingly, the disclosure of related party transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company''s policy on Related Party Transactions is available at our website www.selanoil.com.

Whistle Blower Policy

The Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism to 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. This policy is available on the Company''s website at www.selanoil.com.

Risk Management

The objective of risk management in the Company is to act as an enabler in maintaining its knowledge edge, sustaining and expanding the business, being competitive and ensuring execution of projects within budgeted cost, time and quality, resulting in improved turnover and profitability. The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. The Company''s risk identification and assessment process is dynamic and hence it has been able to identify, monitor and mitigate the most relevant strategic and operational risks, both during periods of accelerated growth and recessionary pressures.

Corporate Social Responsibility

Selan is committed to driving societal progress, while fulfilling its business objectives. With safety, health and environment protection high on its corporate agenda, Selan is committed to conduct business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of life of employees, clients and the community. Brief details about the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year is given in Annexure-C to this Report.

Board Evaluation

In compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year, a Separate Meeting of Independent Directors was held to assess the performance of Non-Independent Director and the Chairperson of the Company as well as the Board as a whole. Performance Evaluation is based on their contribution to Company''s objectives and plans, efficient discharge of their responsibilities, participation in Board / Committee meetings and other relevant parameters.

Board of Directors and KMP

During the year under review, Mr. S. K. Singh retired from the Board with effect from 24 September 2016. The Company wishes to place on record its appreciation for the services rendered by Mr. S. K. Singh to the Company and wishes him the best of health in his retirement years going forward.

Mrs. R. Kapur retired by rotation during last Annual General Meeting with effect from 28 September 2016.

Ms. S. B. Dalal was inducted as an Additional Director with effect from 26 December 2016 to hold office upto the ensuing Annual General Meeting of the Company. The brief details relating to Ms. S. B. Dalal are furnished in the explanatory statement to the Notice of the ensuing Annual General Meeting.

Mr. Neeraj Sethi was appointed as President and CEO of the Company with effect from 21 January 2017. The Company is pleased to welcome Mr. Sethi to Selan and expect him to exploit the significant opportunities present in the Company''s asset base as well as the wider hydrocarbon sector, and in the process drive significant enhancement in shareholder value.

Auditors and Their Report

M/s V Sankar Aiyar & Co., Chartered Accountants, (FRN:109208W) Statutory Auditors of the Company, who were appointed in the 29th AGM hold office until the conclusion of 32nd AGM as they are not eligible for further re-appointment as per the provisions of Companies Act, 2013. The Board places on record appreciation for the services rendered by the Auditors during their association with the Company.

There are no qualifications or reservations or remarks made by the Auditors in their Report.

Furthermore, it is proposed to appoint M/s J. A. Martins & Co., Chartered Accountants (FRN: 010860N) as the Statutory Auditors of the Company for a term of five years from the conclusion of this 32nd AGM till the conclusion of 37th AGM, subject to ratification of appointment at every AGM hereinafter. The Board recommends the same for approval of the members at the upcoming AGM as per the relevant provisions of the Companies Act, 2013 and rules made thereunder. The Company has received confirmation from M/s J. A. Martins & Co. to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

Cost Accounting Records

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of Mr. S. N. Balasubramanian, Cost Accountant as the Cost Auditor of the Company for the Financial Year 2017-18 at a remuneration of ''120,000 per annum. The proposed remuneration of the Cost Auditor would be ratified by the members in the ensuing AGM. The Cost Audit for the year ended 31 March 2016 was carried out by the same Auditor and the report was filed on 12 September 2016.

Secretarial Audit Report

Secretarial Audit Report confirming compliance to the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other related rules and regulations obtained from our Secretarial Auditors, M/s Nityanand Singh & Co., Company Secretaries forms part of this Annual Report as Annexure-A.

Internal Auditor

In compliance with the provisions of Section 138 of the Companies Act, 2013, M/s S. N. Nanda & Co. were appointed as Internal Auditors for the Financial Year 2016-17 to conduct the internal audit of the functions and activities of the Company. They have submitted their Report to the

Chairman of the Audit Committee and this was further reviewed by the Management and taken on record.

Corporate Governance Report

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and a Report on Corporate Governance along with Certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors'' Report. A declaration by the CEO regarding the compliance with the Code of Conduct also forms part of this Annual Report.

Extract of the Annual Return

Relevant Extract of the Annual Return is given in Annexure - B to this Report.

Loans, Guarantees or Investments

The Company has not given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

Internal Financial Controls and their adequacy

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regard to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned with business requirements, risk based internal audits, risk management framework and whistle blower mechanism. The Audit Committee evaluates the internal financial control system periodically.

Significant and Material orders passed by the Regulators /

Courts / Tribunals

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

Women Empowerment

SELAN is fully committed to uphold and maintain the dignity of every woman employee working with it. It believes that every woman shall have the right to work in an environment free from any form of Sexual Harassment. SELAN has a ''Policy on Prevention of Sexual Harassment of Women at Workplace'' which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, the Company has not received any complaint of sexual harassment from any of the woman employee of the Company.

Audit Committee

The Audit Committee comprises of five members, out of which four are non-executive and independent Directors including the Chairman. The Audit Committee''s composition, powers and role are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

CEO / CFO Certification

Mr. Neeraj Sethi, CEO and Mr. A. K. Maurya, CFO of the Company have certified to the Board that all the requirements of the Listing Obligations, inter alia, dealing with the review of financial statements and Cash flow statement for the year ended 31 March 2017, 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 system and making of necessary disclosures to the Auditors and the Audit Committee have been duly complied with.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 134(3)(m) of the Companies Act, 2013, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 42 of the Notes forming Part of the Accounts.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between the end of the Financial year of the Company as on 31 March 2017 and the date of this report.

Personnel

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors would like to express their earnest appreciation for the valuable efforts of every employee of the organization without which the Company would not have been able to undertake the challenging targets in all areas of operations. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

On behalf of the Company, we wish to convey our appreciation to the Ministry of Petroleum and Natural Gas (MOPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MOEF), Government of India and the Bankers of the Company for their continuous support, cooperation and guidance. The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on behalf of the Board

Place: New Delhi ROHIT KAPUR

Date: 20 May 2017 Chairman

(DIN : 00017172)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report for the year ended 31st March, 2015.

Financial Review The Company achieved the following results over the past three years :

(Rs) 2012-13 2013-14 2014-15

Net Sales 970,589,105 1,012,697,496 792,893,686

EBIDTA 889,068,783 945,836,453 687,216,394

EBIDTA / 92% 93% 87% Net Sales

Total Reserves and Surplus of the Company have increased from Rs. 2,454,044,676 to Rs. 2,639,208,773 as on 31st March, 2015.

Review of Operations The operations of the Company continued in a smooth and uninterrupted manner during the course of the year. The drilling campaign of the Company was in progress during the year, with new wells drilled in the Bakrol and Indrora fields. Efforts were also ongoing to increase higher production volumes from wells recently drilled, as new data analysis opens greater opportunities.

In terms of assessment of the complex geology formations at different depths in our oil and gas fields, the Company continued to push the limits of technical options and challenges with various service providers. Simultaneously, the Company was fully engaged on all aspects of well design and completion strategies with consulting firms in North America.

As is the case with all the Oil Companies worldwide, the dramatic decline in oil prices has affected the revenues of the Company. With this significant drop in oil prices internationally during the year, the Company continues to monitor its expense commitments more closely than ever before, to ensure that profitability levels remain the highest possible under these challenging circumstances.

Please also refer to the Management Discussion and Analysis Report section of the Annual Report for more comprehensive discussion of the Company's operations.

Final Dividend

The Directors are pleased to inform that in the financial year 2014-15, the Board of Directors have declared an interim dividend of 50%, i.e. Rs. 5/- per share, which shall be declared as final dividend for the year 2014-15 subject to approval by the shareholders of the Company in the forthcoming AGM.

Board of Directors

Mrs. Rohini Kapur was inducted as an Additional Director with effect from 31st March 2015 to hold office upto the ensuing Annual General Meeting of the Company. The brief details relating to Mrs. Rohini Kapur are furnished in the explanatory statement to the notice of the ensuing AGM.

Number of Meetings of the Board

There were nine Board Meetings held during the Financial Year 2014-15. Details of the same forms part of the Corporate Governance Report.

Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly complied with, and the Directors have selected the necessary accounting policies and applied them consistently. Judgements / estimates have been made that are evenhanded and prudent, so as to give an accurate and rational view of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have also taken ample care for the maintenance of adequate accounting records in conformity with the provisions of Companies Act, 2013, for upkeep of the assets of the Company and for preventing and detecting fraud and other irregularities, and that the Directors have prepared the annual accounts on a going concern basis. The Directors have laid down internal financial controls to be followed by the Company and such Internal financial controls are adequate and operating effectively. And lastly, the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Policy on Directors' Appointment and Remuneration

Considering the requirement of skill set on the Board, eminent people having an independent standing in their respective field/profession and who can effectively contribute to Company's business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as an Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and is not disqualified under Companies Act, 2013 and rules made thereunder and accordingly recommend to the Board his/her appointment.

Remuneration to Whole-Time Director is governed under the relevant provisions of Companies Act, 2013 and rules made thereunder. Independent/ Non-Executive Directors are paid sitting fees for attending the meetings of the Board/Committees thereof. The Company's policy on Directors remuneration is given in Corporate Governance Report which forms part of this Annual Report.The Board considers the Nomination and Remuneration Committee's recommendation and takes appropriate decision.

Contracts/Arrangements with Related Parties

All the related party transactions are done on Arm's length basis. The Company presents a Statement of all related party transactions before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company's policy on Related Party Transactions is available at our website www.selanoil.com.

Risk Management

The Company has robust systems for Risk Assessment and mitigation which is reviewed periodically. The Company's risk identification and assessment process is dynamic and hence it has been able to identify, monitor and mitigate the most relevant strategic and operational risks, both during periods of accelerated growth and recessionary pressures.

Corporate Social Responsibility

Selan is committed to operate and grow in a socially responsible way. With Safety, health and environment protection high on its Corporate agenda, Selan is committed to conduct business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of life of employees, clients and the community. Brief details about the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year is given in Annexure-C to this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year a Separate Meeting of Independent Directors was held to assess the performance of Non Independent Director and the Chairperson of the Company as well as the Board as a whole. Performance Evaluation is based on their contribution to company's objectives and plans, efficient discharge of their responsibilities, participation in Board/ Committee meetings and other relevant parameters.

Amortisation of DHP Expenses

Effective from the current year 2014-15, the amortization of expenses has been extended by 5 years beyond the existing lease period, keeping in view that the investments made in recent years for drilling of new wells are expected to continue to result in oil and gas production significantly beyond the original contract period. The Government also has the power to extend the PSCs for upto 5 years, and management is of the view that there is a reasonable likelihood of this taking place. Despite this change in the amortization period, the provision for amortization is higher than other alternate methods of calculation generally in use by the Oil and Gas Industry, thereby maintaining an overall conservative bias in the preparation of Company's Balance Sheet and Profit & Loss Statements for the year. The Auditors have taken note of the above changes in their Audit Report and their opinion is not modified in respect of this matter.

Auditors and their Report

The Auditors, M/s V Sankar Aiyar & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 07.08.2014 for a period of three years , subject to ratification at every Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members at the ensuing AGM.

The Company has received confirmation from M/s V Sankar Aiyar & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Cost Accounting Records

The Company has maintained Cost Records as required by Cost Accounting Record Rules (Petroleum Industry) 2002. In terms of the Ministry of Corporate Affairs order dated 2nd May, 2011, Cost Records in respect of each year commencing from 1st April, 2011 has to be Audited by Cost Auditor, holding a valid certificate of practice under the provisions of Cost and Works Accountants Act, 1959. In compliance with the aforesaid requirement the Cost Accounting Records of the company for the financial year 2014-15 are being audited by Mr. S. N. Balasubramanian, Qualified Cost Accountant. The Cost Audit for the year ended 31st March, 2014 was carried out by the same Auditor and the report was filed on 6th October, 2014.

Secretarial Audit Report

Secretarial Audit Report confirming compliance to the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other related rules and regulations obtained from our Secretarial Auditors, M/s Nityanand Singh & Co., Company Secretaries forms part of this Annual Report as Annexure-A.

Internal Auditor

In compliance with the provisions of Section 138 of the Companies Act, 2013 M/s S.N. Nanda & Co. were appointed as Internal Auditors for the Financial Year 2014-15 to conduct the internal audit of the functions and activities of the Company. They have submitted their Report to the Chairman of the Audit Committee and this was further reviewed by the Management and taken on record.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and a Report on Corporate Governance alongwith Certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors' Report. A declaration by the CEO (Manager) regarding the compliance with the Code of Conduct also forms part of this Annual Report.

Extract of the Annual Return

Relevant Extract of the Annual Return is given in Annexure-B to this Report. Loans, Guarantees or Investments

The Company has not given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

Deposits

The Company has not accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 134(3)(m) of the Companies Act, 2013, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 43 of the Notes forming Part of the Accounts.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between the end of the Financial Year of the Company as on 31st March 2015 and the date of this report.

Personnel

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors place on record their gratitude and express their earnest appreciation for the valuable efforts of every employee of the organization without which the Company would not have been able to undertake the challenging targets in all areas of operations. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

On behalf of the Company, we wish to convey our appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous support, cooperation and guidance. The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on Behalf of the Board Place : New Delhi R. KAPUR Date : 30th May, 2015 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report for the year ended 31 March, 2013.

Financial Review

The Company achieved the following results over the past two years :

(Rs.)

2010-11 2011-12 2012-13

Net Sales 709,490,752 927,295,571 970,589,105

EBIDTA 627,824,389 838,514,401 885,997,969

EBIDTA / Net Sales 88% 90% 91%

Total Reserves and Surplus of the Company have increased from R1,905,738,773/- to R 2,209,466,928/- as on 31 March, 2013.

Review of Operations

Operations during the year continued smoothly from our fields in Gujarat and production levels were in line with previous year, despite not having been able to drill any new wells during the year.

The Company continued to engage with Directorate of General Hydrocarbons (DGH) and Ministry of Petroleum and Natural Gas (MoPNG) for grant of approvals for drilling of new wells in all our fields. We expect that in 2013-14 drilling activity should take place at an accelerated pace as these approvals are received.

The Company has also been working closely with service providers to ensure that drilling operations can commence at the earliest. Some bottlenecks do exist, especially with respect to availability of drilling rigs of acceptable quality and adequate capacity.

The geology of Gujarat, include our Company’s fields, consist of depletion drive reservoirs. In such cases, additional wells need to be drilled so as to offset declining rates of production from existing wells. The approval of new drilling programmes are, therefore, critical for the growth in production volumes.

Our Company, along with many other companies in the oil and gas industry face challenges in obtaining necessary approvals for drilling operations. In light of various developments in the industry in recent years, and the active involvement of the Comptroller and Auditor General of India new standards and thresholds for approvals have been created which must be complied with.

During the year the Company also received much awaited approvals of Environmental Clearance from the Ministry of Environment and Forest for drilling in some of its fields. We are hopeful, therefore, that production levels can begin to increase in the near future.

For further details regarding the Company’s operations, please refer to the management analysis and discussion section of the Annual Report.

Buyback of Equity Shares

The Board of Directors at its meeting held on 15.09.2012 unanimously approved the Buyback of upto 578,081 fully-paid equity shares of R10/- each (hereinafter referred to as "Buyback”) at a price not exceeding R350 /- per equity share, payable in cash, upto an aggregate amount not exceeding R2,023.28 Lakhs, representing approximately 10% of the Company’s total paid-up Equity Capital and Free Reserves as on 31 March, 2012.

The Buyback offer is open upto 13 September, 2013 or such earlier date as may be determined by the Company after necessary compliance. Pursuant to the aforesaid Buyback offer, the Company has bought back and extinguished 161,518 equity shares of R10/- each as on 31 March, 2013. Consequent, to the Buyback the paid-up equity share capital of the Company as on 31 March, 2013 has been reduced to 16,825,525 equity shares of R10/- each. The Buyback Committee constituted by the Board overseas all matters pertaining to the Buyback of equity shares of the Company.

Final Dividend

The Directors are pleased to inform that in the F.Y. 2012-13, the Board of Directors have declared an interim dividend of 50%, i.e. R 5/- per share, which shall be declared as final dividend for the year 2012-13 subject to approval by the shareholders of the Company in the forthcoming AGM.

Board of Directors

Dr. D. J. Corbishley was inducted as an additional director with effect from 16 February, 2013 to hold office upto the ensuing annual general meeting of the Company. The brief details relating to Dr. D. J. Corbishley are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mr. S. K. Singh retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies

Act, 1956, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly complied with, and the Directors have selected the necessary accounting policies and applied them consistently. Judgments / estimates have been made that are evenhanded and prudent, so as to give an accurate and rational view of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have also taken ample care for the maintenance of adequate accounting records in conformity with the provisions of Companies Act, 1956, for upkeep of the assets of the Company and for preventing and detecting fraud and other irregularities, and lastly that the Directors have prepared the annual accounts on a going concern basis.

Auditors and their Report

The Auditors, M/s V. Sankar Aiyar & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors’ Report forms a part of this Annual Report.

Cost Accounting Records

The Company has maintained Cost Records as required by Cost Accounting Record Rules (Petroleum Industry) 2002. In terms of the Ministry of Corporate Affairs order dated 02 May, 2011 Cost Records in respect of each year commencing from 01 April, 2011 has to be Audited by Cost Auditor, holding a valid certificate of practice under the provisions of Cost and Works Accountants Act 1959, In compliance with the aforesaid requirement the Cost Accounting Records of the company for the financial year 2012-13 are being audited by Mr. S. N. Balasubramanian, Qualified Cost Accountant. The Cost Audit for the year ended 31.03.12 was carried out by the same Auditor and the report was filed on 30 January, 2013 in XBRL mode.

However, the due date for filing of the Cost Audit Report in XBRL mode for the year ended 31 March, 2012 was 28 February, 2013.

The due date for filing the Cost Audit Report for the financial year ended 31 March, 2013 is 30 September, 2013.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and a Report on Corporate Governance alongwith certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors’ Report. A declaration by the CEO (Manager) regarding the compliance with the Code of Conduct also forms part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 39 of the Notes forming Part of the Accounts.

Personnel

The names and particulars of the employees required to be disclosed, in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of the annexure to the Director’s Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors place on record their gratitude and express their earnest appreciation for the valuable efforts of every employee of the organization without which the Company would not have been able to undertake the challenging targets in all areas of operations. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

On behalf of the Company, we wish to convey our appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous support, cooperation, and guidance. The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on Behalf of the Board

Date : 11 May, 2013 R. KAPUR

Place : New Delhi Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report for the year ended 31 March 2012.

Financial Review

The Company achieved the following results over the past two years :

(Rs.)

2009-10 2010-11 2011-12

Net Sales 708,046,954 709,490,752 927,295,571

EBIDTA 589,877,960 627,824,389 838,514,401

EBIDTA / Net Sales 83% 88% 90%

Total Reserves and Surplus of the Company have increased from R1,526,173,790/- to R1,905,738,773/- as on 31 March 2012.

Review of Operations

A significant development during the year has been the successful completion of Public Hearings in several of our oilfields for obtaining the necessary environmental permissions for the well drilling campaigns.

The Company continues to work closely with the Ministry of Petroleum and Natural Gas and the Directorate General of Hydrocarbons in an effort to obtain approvals for extensive drilling campaigns in our oil and gas fields.

It now seems likely that any agreement in this regard would require the Company to drill wells in a phased manner, thus extending the period over which development activities in the fields are completed.

The Company's reservoirs are known, in technical terms, as depletion drive reservoirs, resulting in declining rates of production over time. It is, therefore, necessary that additional wells continue to be drilled so as to achieve higher rates of recoverable reserves as well as production.

Seismic and reservoir work continues at an accelerated pace, and significant additional information is being regularly generated to meet the requirements of various agencies. These studies continue to also provide greater insight into the company's reservoirs so as to enable us to employ the best methods to increase production levels.

The fundamental nature of the approval process has changed considerably over the last two years, thus resulting in significantly lower levels of drilling activity than was earlier anticipated. It is hoped that this process could gain some impetus during the current fiscal year, as the government looks to accelerate investment in all sectors, including oil and gas.

For further details regarding the Company's operations, please refer to the management analysis and discussion section of the Annual Report.

Final Dividend

The Directors are pleased to inform that in F.Y. 2011-12, the Board of Directors have declared an interim dividend of 30%, i.e. R3/- per share, which shall be declared as final dividend for the year 2011-12 subject to approval by the shareholders of the Company in the forthcoming AGM.

Board of Directors

Mr. V. B. Mahajan retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly complied with, and the Directors have selected the necessary accounting policies and applied them consistently.

Judgments / estimates have been made that are evenhanded and prudent, so as to give an accurate and rational view of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have also taken ample care for the maintenance of adequate accounting records in conformity with the provisions of the Companies Act, 1956, for upkeep of the assets of the Company and for preventing and detecting fraud and other irregularities, and lastly that the Directors have prepared the annual accounts on a going concern basis.

Auditors and their Report

The Auditors, M/s V Sankar Aiyar & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors' Report forms a part of this Annual Report.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and a Report on Corporate Governance alongwith certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors' Report. A declaration by the CEO (Manager) regarding the compliance with the Code of Conduct also forms part of this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 40 of the Notes forming Part of the Accounts.

Personnel

The names and particulars of the employees required to be disclosed, in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of the annexure to the Directors' Report. However, in terms of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

The contribution of a sincere and motivated team of personnel is extremely important for the growth and advancement of a Company. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

On behalf of the Company, we wish to convey our appreciation to the Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous support, cooperation and guidance. The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on Behalf of the Board

05 May 2012 R. KAPUR

New Delhi Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report for the year ended 31 March 2011.

FINANCIAL REVIEW

The Company achieved the following results over the past two years :

(Rs.) 2009-10 2010-11

Net Sales 708,046,954 709,490,752

EBIDTA 589,877,960 627,824,389

EBIDTA / Net Sales 83% 88%

Total Reserves and Surplus of the Company have increased from Rs. 1281.07 million to Rs. 1,526.17 million as on 31 March 2011.

REVIEW OF OPERATIONS

During the year, the Company continued with its efforts to complete the seismic programmes being undertaken in all our fields.

The Company expects that reservoir simulation and modeling work should be largely completed during this fiscal year.

In addition, drilling activities for the development of our oilfields has begun with development wells being drilled successfully in the Lohar oilfield. This will be followed with similar activities in our other oil and gas fields.

The Company also continues to be actively engaged in obtaining necessary approvals from various Central and State agencies for the extensive drilling activities being planned.

For a detailed review of the Company's operations and plans, please refer to the Management Discussion and Analysis section on page 4 of this Annual Report.

LOHAR ARBITRATION / PAYMENT OF PROFIT PETROLEUM

The matter of payment of Profit Petroleum for Lohar oilfield is still the subject of judicial review. Please refer to Note 2 of the Notes on Accounts section of this Annual Report for more details.

FINAL DIVIDEND

The Directors are pleased to inform that in the F.Y. 2010-11, the Board of Directors have declared two interim dividends of 15% each, which shall be declared as final dividend for the year 2010-11 subject to approval by the shareholders of the Company in the forthcoming AGM.

BOARD OF DIRECTORS

Mr. T. Currimbhoy retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly followed, and for the purpose the Directors have selected the necessary accounting policies and applied them consistently and made judgments / 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 and of the profit or loss of the Company for that period, also that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in conformity with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and lastly that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS' AND THEIR REPORT

The Auditors, M/s V. Sankar Aiyar & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors' Report forms a part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and a Report on Corporate Governance alongwith certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors' Report. A declaration by the CEO (Manager) regarding the compliance with the Code of Conduct also forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The activities undertaken by your Company do not fall under the scope of disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956, to the extent where it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 15 of the Notes forming Part of the Accounts.

PERSONNEL

The names and particulars of the employees required to be disclosed, in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of the annexure to the Directors' Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent to the shareholders of the Company and others entitled thereto. Any member interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

The accretion of a sincere and motivated team of personnel is exceedingly valuable in the progress of a Company. Your Company is fortunate to have a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

On behalf of the Company, we wish to convey our thanks to Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous support, cooperation and guidance. The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on Behalf of the Board

20 July 2011 R. KAPUR

New Delhi Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report for the year ended 31 March 2010.

FINANCIAL REVIEW

The Company achieved the following results over the past three years :

(Rs. Millions) 2007-08 2008-09 2009-10

Net Sales 361 1059 733

EBIDTA 266 839 590

EBIDTA / Sales 77% 84% 83%



Total Reserves and Surplus of the Company have increased from Rs. 833.80 million to Rs. 1280.92 million as on 31 March 2010.

OPERATIONS REVIEW

During this Financial Year, the Company has not undertaken any new drilling activities. However, 3D seismic data acquisition, processing and interpretation (API) activity in Bakrol and Indrora oilfields is underway. This shall give us a fair idea of the locations in which drilling campaign can be started in the second half of the current fiscal year.

The aggregate production from our fields has been 238,140 barrels in 2009-10 as compared to 282,745 barrels in 2008-09.

We are also pleased to inform you that the Company has commenced commercial sale of Associated Natural Gas, though on a small scale, w.e.f. F.Y. 2009-10.

FIELD DEVELOPMENT REVIEW

The developmental activities, alongwith, maybe lower crude oil prices and the natural depletion in production from existing wells will temporarily result in somewhat lower levels of production and profits during 2010-11. However, our cash reserves and cash generation have made it possible for us to plan / undertake and generally complete these Seismic and testing activities in a short period of time.

As a result, we now believe that the Company will shortly be able to establish significant / additional levels of proven and recoverable reserves in our oilfields and hopefully this, in turn, will lead to your Company emerging with significant oil and gas volume growth within the next one to two years.

LOHAR ARBITRATION / PAYMENT OF PROFIT PETROLEUM

The Arbitration Tribunal constituted for determining the payment of Profit Petroleum to the Government of India, has given its Award on 3 May 2010. Please refer to Note 2 of the Notes on Accounts section of this Annual Report for more details. The amount paid to Government of India for the period April 2007 upto December 2009, approximately USD 1,674,002, is a contingent asset, pending refund by the Government of India.

FINAL DIVIDEND

The Directors are pleased to inform that in F.Y. 2009-10, the Company had paid an interim dividend of 15%, which shall be declared as final dividend for the year 2009-10, subject to approval by the shareholders of the Company in the forthcoming AGM.

BOARD OF DIRECTORS

Mr. S. K. Singh retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. A. Mahajan, a member of the Board of Directors, resigned as a Director of the Company, with effect from 6 May 2010. The Directors wish to acknowledge the contribution made by him to the Company over the years.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors do hereby confirm that in the preparation of the Annual Accounts, the applicable Accounting Standards have been duly followed, 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 and of the profit or loss of the Company for that period, that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND THEIR REPORT

The Auditors, M/s V. Sankar Aiyar & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and a Report on Corporate Governance alongwith certificate from Auditors regarding compliance of conditions of Corporate Governance is annexed to Directors Report. A declaration by the CEO (Manager) regarding the compliance with the Code of Conduct also forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The activities undertaken by your Company do not fall under the purview of disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956, in so far as it relates to the conservation of energy and technology absorption. Particulars with regard to foreign exchange outgo appear as point no. 15 of the Notes forming Part of the Accounts.

PERSONNEL

The Company has only two employees whose name and particulars are required to be disclosed as per the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

Nature

Remuneration

Name Age Designation of

Received

Employment

Whole - Time

Mr. Rohit Kapur 55 Rs. 23 million Contractual

Director

President & Rs. 2.10

Dr. M. N. Prasad 60 Contractual

CEO million





Name Employment

Qualification Experience Last Position

Commenceme

(in years) Held

nt Date

Mr.Rohit Kapur MD, Selan 1 October MBA 31 Exploration

2008

Technology Ltd.

Dr.M.N.Prasad Ph.D.

(Petroleum

CEO, Prize Geology), 37 1 April 2008

Petroleum M.Sc., B.Sc.

Notes : 1. Gross remuneration as above includes salary, taxable allowances, Companys contribution to Provident Fund, Gratuity paid (but excludes Companys contribution to Gratuity Fund), and taxable value of perquisites. 2. Mr. Rohit Kapur was in employment for the full financial year 2009-10. Dr. Prasad was in employment till September 2009. 3. Mr. Rohit Kapur is a Promoter of the Company. 4. Mr. Rohit Kapur holds 1,697,133 shares in the Company. Dr. M. N. Prasad does not hold any shares in the Company.

ACKNOWLEDGEMENTS

The contribution of a dedicated and motivated team of personnel is extremely valuable in the growth of a Company. Your Company is fortunate to have a team whose endeavors have laid a strong foundation for the growth of the organization as a whole. Your Directors acknowledge the exemplary service provided by the employees of the Company.

On behalf of the Company, we wish to convey our thanks to Ministry of Petroleum and Natural Gas (MoPNG), Directorate General of Hydrocarbons (DGH), Ministry of Environment and Forests (MoEF), Government of India and the Bankers of the Company for their continuous cooperation, support and guidance. The Directors value the faith reposed by the shareholders in their ability to manage the Company. We expect that with the continuous support and encouragement of our shareholders, we shall be successful in achieving key milestones in the near future.

For and on Behalf of the Board

21 July 2010 R. KAPUR

New Delhi Chairman

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