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To the Members,
Your Directors are pleased to present the 32nd annual report of Asian Energy
Services Limited (AESL' or the Company') along with its audited financial
statements for the financial year ended March 31, 2025. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2025 is summarized
below:
( in lakhs)
Particulars |
Consolidated |
Standalone |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
46,503.81 |
30,506.48 |
46,408.24 |
30,506.40 |
| Other Income |
541.44 |
622.00 |
541.99 |
455.94 |
Total Revenue |
47,045.25 |
31,128.48 |
46,950.23 |
30,962.34 |
| Profit/(Loss) before exceptional items and tax |
5,617.69 |
3,052.82 |
5,502.59 |
3,180.04 |
| Exceptional items |
- |
(185.10) |
- |
- |
| Profit/(Loss) before tax |
5,617.69 |
2,867.72 |
5,502.59 |
3,180.04 |
| Tax expenses |
1,401.33 |
312.97 |
1,398.65 |
309.74 |
Net Profit/(Loss) after tax |
4,216.36 |
2,554.75 |
4,103.94 |
2,870.30 |
DIVIDEND:
The Board of Directors are pleased to recommend dividend
@ 10% of the Face Value i.e., 1/- per equity share (face value of 10/- each) for
the year under review subject to the approval of members at the ensuing Annual General
Meeting of the Company.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to reserves out of the profits
earned during the financial 2024-25.
REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE
COMPANY:
There has been no change in the nature of business of your
Company during the Financial Year 2024-25. Our Company is engaged as a service provider
to the energy and mineral sectors, offering end-to-end services which extends across the
value chain, including geophysical data acquisition, material handling, coal handling,
operation and maintenance
(O&M').
We are one amongst the few companies in India providing end-to-end services in the
upstream oil segment, across the value chain. The Company specializes in servicing the
value chain entirely, right from seismic data acquisition, data analysis, building oil
& gas facility to undertaking the O&M of production facilities.
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of section 129(3) of the Companies Act, 2013 (the
Act') read with the rules framed thereunder, a Statement containing the salient features
of the financial
Statements of your Company's subsidiaries and associates in form AOC-1 is annexed as
Annexure A and forms a part of the financial statement. The statement provides the details
of performance and financial position of each of the subsidiaries and associates. In
accordance with section 136 of the Act, the Audited financial statements, including the
consolidated financial statement, audited accounts of all the subsidiaries and other
documents attached thereto.
SUBSIDIARY COMPANIES:
The Company has 5 (Five) subsidiaries, 1 (one) step down subsidiary and 4 (four) joint
ventures as on March 31, 2025.
There has been no material change in the nature of business of the subsidiaries. The
consolidated financial statements reflect the operations of all the subsidiaries
(including one step down subsidiary) viz. Asian Oilfield & Energy Services DMCC, AOSL
Petroleum Pte. Ltd., AOSL Energy Services Limited, Optimum Oil & Gas
Private Limited, Cure Multitrade Private Limited and Ivorene
Oil Services Nigeria Ltd (step down subsidiary) and four joint ventures viz. Zuberi
Asian Joint Venture, AESL FFIL Joint Venture, Asian Indwell Joint Venture and Asian Oilmax
Joint Venture.
In terms of section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited
accounts in respect of subsidiaries, are also kept at the registered office of the Company
and are available on the website of the
Company.
PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE:
Particulars of loans, guarantees given and investments made during the year, as
required under section 186 of the Act and schedule V of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR' or Listing Regulations'), are provided in the
notes 7 to 9 of the standalone financial statements.
RELATED PARTY TRANSACTIONS:
Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm's length as
part of its philosophy of adhering to highest ethical standards, transparency, and
accountability. In line with the provisions of the Act and SEBI LODR, the Company has a
policy for related party transactions which is also available on the website of the
Company (www.asianenergy.com).
All the related party transactions are placed for prior approval of the audit committee
as well as the shareholders for transactions which are material in nature.
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of Company's business. Disclosure of
Related Party Transactions, which are material in nature, as required under Section
134(3)(h) of the Act in form AOC-2 enclosed to this report as Annexure B.
Related party transactions under Accounting Standard
AS-18 are disclosed in the notes to the financial statements.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and information and based on the information and
explanations provided to them by the
Company, your Directors make the following statement in terms of section 134(5) of the
Act: a. that in preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed and there are no material departures
from the same; b. that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year March 31, 2025 and of the profit of the Company for that period; c. that
proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities. d. that the
directors have prepared the annual accounts for the financial year ended March 31, 2025 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; and f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Aman Garg retires by rotation and being eligible offers himself for re-appointment.
Mr. Aman Garg (DIN: 10415263) was appointed as Non-Executive Non-Independent Director
w.e.f. May 03, 2024 and Mr. Anil Kumar Jha (DIN: 06645361) was appointed as Independent
Director w.e.f. May 14, 2024.
There has been no other change in the directors and key managerial personnel during the
year under review since the last report. Detailed information on the directors is provided
in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all
Independent Directors of the Company confirming that they meet the criteria of
independence laid down in Section 149(6) of the Act as well as under regulation 16(1)(b)
of SEBI LODR.
There has been no change in the circumstances, which may affect their status as
independent director during the year.
BOARD EVALUATION:
The Board of directors have carried out an annual evaluation of its own performance,
Board committees, and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by the
SEBI LODR.
The performance of the Board was evaluated by the Board, after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of Board processes, information and functioning, etc. as provided by the
guidance note on Board evaluation issued by the Securities and Exchange Board of India
(SEBI') on January 05, 2017.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the nomination and remuneration committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors and the Board as a whole and Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors. The same was
discussed in the Board meeting that followed the meeting of the independent directors, at
which the performance of the Board, its committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS:
In compliance with the requirements of SEBI LODR, the
Company has put in place a familiarization program for the independent directors to
familiarize them with their role, rights and responsibilities as directors, the working of
the Company, nature of the industry in which the
Company operates, business model, etc. The details of the familiarization program are
explained in corporate governance report. The familiarization program for the independent
directors is placed on the website of the Company at www.asianenergy. com.
POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. The details of Board and committee composition, tenure of
directors, areas of expertise and other details are available in the corporate governance
report that forms part of this Annual Report.
The policy of the Company on directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of
Section 178 of the Act, is available on our website at www. asianenergy.com.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES
The Board of Directors of the Company met 5 (five) times during the year on May 05,
2024, August 12, 2024, August 27, 2024, November 12, 2024, and February 12, 2025 to
deliberate on various matters. The details of the meetings of the Board and its committees
held during the year are stated in the corporate governance report forming part of this
Annual Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE
REPORT:
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI LODR, the management Discussion
and analysis has been given separately and forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY:
The Company's Internal Financial Controls (IFC') is commensurate with the size
and operations of the business and is in line with the requirements of the Act. This
framework includes well-documented policies, procedures and
Standard Operating Procedures (SOP'), specific to respective processes. Regular
management review processes evaluate various policies for the dynamic and evolving
business environment. Furthermore, our internal auditors undertake rigorous testing of the
control environment of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR'):
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy)
Rules, 2014, (CSR Rules') the Board of Directors of your
Company has constituted a Corporate Social Responsibility committee chaired by Mr.
Nayan Mani Borah, Independent Director. Other Members of the Committee are Mr. Mukesh
Jain, Non-executive Director and Dr. Rabi Narayan Bastia,
Non-Executive Director. Your Company also has in place a
CSR Policy which is available at www.asianenergy.com. Your Company's CSR activities
include promoting education, healthcare, eradicating hunger, poverty and malnutrition,
empowering women and rural development projects. The Annual Report on CSR activities and
expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with
Rule 8 of the Companies (Corporate social Responsibility Policy) Rules, 2014 and Rule 9 of
the Companies (Accounts) Rules, 2014, is provided as Annexure C.
SAFETY, ENVIRONMENT AND HEALTH:
The Company's commitment to excellence in health and safety is embedded in the
Company's core values. The
Company has a stringent policy of safety for all', which drives all employees to
continuously and material orders which break new ground in safety management for
the benefit of people, property, environment and the communities where we operate on
sites.
The Company respects human rights, values its employees and the communities that it
interfaces with. The Company is aware of the environmental impact of its operations, and
it continually strives to reduce such impact by investing in technologies and solutions
for economic growth.
The Company considers safety, environment and health as the management responsibility.
Regular employee training programs are in place throughout the Company on safety,
environment and health and has well identified and widely covered safety management system
in place for ensuring, not only the safety of employees but surrounding population of the
project sites as well.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at the workplace, in
line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder.
The policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during the financial
year 2024-25.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
We have embodied the mechanism in the code of conduct of the Company for employees to
report concerns about unethical behaviour, actual or suspected fraud or violation of our
code of conduct. This mechanism also provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access
to the chairman of the audit committee in exceptional cases and no personnel have been
denied access to the audit committee. The Board and audit committee are informed
periodically on the cases reported, if any, and the status of resolution of such cases.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS: haveThere are no significant been passed by the regulators or
courts or tribunals which would impact the going concern status of the Company and its
future operations.
DISCLOSURE REQUIREMENTS:
As per SEBI LODR, corporate governance report with a certificate from Practicing
Company Secretary (PCS') thereon and management discussion and analysis are
attached, which form part of this report.
HUMAN RESOURCES:
The human resource plays a vital role in the growth and success of an organization. The
Company has maintained cordial and harmonious relations with employees across various
locations.
The Company continuously invest in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company's thrust is on the promotion of talent internally through job
rotation and job enlargement.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public, was outstanding or unpaid as on the date
of the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under section 134(3)(m) of the Act read with Rule 8 of
The Companies (Accounts) Rules, 2014, are:
| a. Conservation of Energy : |
NIL |
| b. Technology Absorption : |
NIL |
c. Foreign exchange earning & outgo :
( in Lakhs)
Sr. No. Particulars |
2024-25 |
2023-24 |
a. Foreign Exchange earnings |
|
|
| Consultancy Services |
-- |
-- |
| Dividend |
-- |
-- |
| Interest on loan to |
-- |
-- |
| Subsidiary |
|
|
b. Foreign Exchange outgo towards |
|
|
| Repairs and Maintenance |
118.01 |
133.94 |
| Rent |
14.13 |
-- |
| Machinery Hire Charges |
637.06 |
-- |
| Equipment Purchased |
839.53 |
-- |
| Consumable Items |
114.39 |
604.73 |
| License Expenses |
3.78 |
5.05 |
Membership and subscription charges |
2.90 |
2.72 |
| Consultancy |
136.27 |
32.05 |
| Custom Clearance charges |
8.86 |
7.29 |
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required under section 197(12) of the Act read with Rule 5 (2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure D forming part of the Report.
AUDITORS AND AUDITORS' REPORT
(1) Statutory Auditors:
M/s. Walker Chandiok & Co., Chartered Accountants were appointed as the Statutory
Auditors of the Company in the Annual General Meeting (AGM) of the
Company held in the year 2020 for second term for a period of 5 years till the
conclusion of the ensuing AGM to be held in year 2025. Further, as per the provisions of
section 139(2), a listed company shall not appoint or re-appoint an audit firm as auditor
for more than two terms of five consecutive years. Accordingly, the tenure of M/s. Walker
Chandiok & Co. will come to an end in the ensuing AGM of the Company.
Now, it is proposed to appoint M/s. SGCO & Co. LLP,
Chartered Accountants as the Statutory Auditors of the Company for a term of five
consecutive years from conclusion of ensuing 32nd Annual General Meeting till the
conclusion of the 37th Annual General Meeting to be held in the year 2030. The appointment
is subject to the approval of members at the ensuing Annual
General Meeting.
Pursuant to section 141 of the Act, the statutory auditors have represented that they
are not disqualified and continue to be eligible to act as the auditor of the
Company.
Statutory Auditor's Report
The Statutory Auditors have issued an Audit Report with unmodified opinion on
Standalone and Consolidated Results for the period ended March 31, 2025.
(2) Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of directors of the Company
had appointed Mr. Hemanshu Kapadia of Hemanshu Kapadia & Associates, Practicing
Company Secretaries to undertake the secretarial audit of the Company for the year
ended March 31, 2025. The secretarial audit Report is annexed as Annexure E.
The following observations were noted by the
Secretarial Auditors: i. Intimation of Declaration of unmodified opinion for the
financial year ended March 31, 2024 was filed with delay. ii. XBRL intimation for
appointment of Mr. Aman Garg as Non-executive, non- independent Director was filed with
delay. However, mode was filed in due time.
Management's Response:
The Companyregretstheinadvertentdelay filingof the above-mentioned submissions.
Going forward, the
Company will ensure that the documents are submitted within the prescribed timelines.
Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of section 148 of the Act are not applicable for the business activities
carried out by the Company.
Reporting of frauds by auditors:
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's report.
Share Capital:
The paid-up equity share capital as on March 31, 2025 was 44.77 Crores. During the
year under review, 38,50,000 convertible warrants were converted into equity shares.
Accordingly, the paid-up equity share capital increased from 40.92 Crores to 44.77
Crores.
The Company has not issued shares with differential voting rights.
Employees' Stock Option Plan:
Your Company has instituted various employees' stock options plans from time to time to
motivate and reward employees. The ESOP compensation committee administers these plans.
The stock option plans are in compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time
to time. (Employee Benefits Regulations'). The members at their meeting held on
September 27, 2021 and through Postal Ballot passed on March 16, 2024 had approved the
Asian Energy Services Limited - Employee Stock Option Plan 2021 ("AESL ESOP
2021") & Asian Energy Services Limited - Employee
Stock Option Plan 2024 ("AESL ESOP 2024") respectively ("together
referred to as "ESOP Plans") authorizing grant of not exceeding 3,80,744
(Three Lakh Eighty Thousand Seven Hundred Forty-four) options to the eligible employees
under each plan.
Details of AESL ESOP 2021 are as follows:
| Options granted during FY 2022-23 |
3,80,000 |
Un-granted Options as on March 31, 2023 |
744 |
Total |
3,80,744 |
| Options exercised during FY 2023-24 |
1,09,183 |
| Options exercised during FY 2024-25 |
2,00,643 |
Total Options lapsed during FY 2024- 25 |
70,174 |
| Options re-granted during FY 2024-25 |
70,231 |
Un-granted Options as on March 31, 2025 |
687 |
Options outstanding as on March 31, |
70,231 |
2025 |
|
Under AESL ESOP 2024, 3,80,744 stock options were granted to the employees on January
25, 2025. Since, the options have not yet been vested, no options were exercised under
AESL ESOP 2024 as on March 31, 2025.
Appropriate disclosure prescribed under the said Regulations with regard to the ESOP
Plans is available on the Company's website at www.asianenergy.com.
Compliance with Secretarial Standards:
The Company has complied with all the applicable provisions of secretarial standards 1
and secretarial standards 2 relating to Meetings of the Board of Directors'
and General Meetings', respectively issued by the Institute of Company Secretaries
of India. (ICSI')
Annual Return:
Pursuant to section 92(3) and section 134(3)(a) of the
Act, the Company has placed a copy of the annual return as at March 31, 2025 on its
website at www. asianenergy.com.
Other Disclosures:
Your directors state that disclosure or reporting is not required in respect of the
following items as there were no transactions relating to these items during the year
under review: a) issue of equity shares with differential rights as to dividend, voting or
otherwise. b) details relating to deposits covered under chapter
V of the Act. c) voting rights which are not directly exercised by the employees in
respect of shares for the subscription / purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Act). d) the details of application made or any
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year. e) the details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof.
Acknowledgement:
The Board places on record its deep appreciation for the continued support received
from various clients, vendors, suppliers and technical partners, bankers, government
authorities, employees at all levels and stakeholders, in furthering the interest of the
Company.
| On behalf of the Board of Directors of |
Asian Energy Services Limited |
Nayan Mani Borah |
| Chairman |
| DIN: 00489006 |
| Place: Mumbai |
| Date: August 12, 2025 |
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