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Ashoka Refineries Ltd.

BSE: 526983 Sector: Industrials
NSE: N.A. ISIN Code: INE760M01016
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VOLUME 100
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52-Week low 11.97
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Buy Price 0.00
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Sell Price 11.97
Sell Qty 5100.00
OPEN 11.97
CLOSE 12.59
VOLUME 100
52-Week high 13.94
52-Week low 11.97
P/E
Mkt Cap.(Rs cr) 4.07
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.97
Sell Qty 5100.00

Ashoka Refineries Ltd. (ASHOKAREFINERIE) - Director Report

Company director report

To the Members

Ashoka Refineries Limited Raipur (C. G.) 492001

Your Directors have pleasure in presenting the 24th Annual Report onthe business and operation of the Company together with audited statement of accounts forthe year ended on 31st Mar’15.

1. FINANCIAL RESULTS:

Particulars 31st March 2015 31st March 2014
Operating Income 160548.00 217313.00
Other Income 1855.00 5206.00
Total Receipts: 162403.00 222519.00
Total Expenses 526218.00 238501.00
Loss Before Tax: (363815.00) 21740.00
Tax Expenses 0.0 5228
Loss for the period : (363815.00) 16512.00
Earnings Per Share (in Rs.) (0.11) 0.00

2. PERFORMANCE REVIEW

During the year under review the total turnover and other income of the Company wasRs. 1.62 lacs as against Rs. 2.22 lacs during the previous financial year. The Companyrecorded a net loss of Rs. 3.63 lacs during the year under review. Your Directors regretfor the poor performance of the company. Prospects for current year feels that barringany unforeseen circumstances the prospects for the current year are much favorable ascompared to the year under review. The Company is making all efforts to cope up with themarket situations and achieve significant increase in the operations.

3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

The loss is proposed to be transferred to Profit & Loss Account.

4. DIVIDEND

In view of losses your directors are not in a position to recommend any dividend forthe period under review.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

No material changes and commitments affecting the financial position of the Companyhave occurred during the current year.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no such orders passed by the regulators or courts or tribunals impacting thegoing concern status and company’s operations in future.

8. INDUSTRIAL RELATIONS:

The Company is not running any industry. The management & employer relationscontinue to be cordial.

9. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). The company is dulycomplying with Listing Agreement from time to time.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has adequate Internal Control System commensurate with its size scale andoperations. The Internal Audit Department monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation wasobserved.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company. TheCompany is also not a subsidiary of any other company.

12. DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. As such there are no small depositorsin the company.

13. STATUTORY AUDITORS

M/s Agrawal Shukla & Co. Chartered Accountants as auditors if elected will holdoffice for 5 years commencing from financial year 2015-16 from the conclusion of thisAnnual General Meeting in place of the retiring Auditors M/s Sunil Johri &Associates Chartered Accountants who are not eligible for re-appointment due to theirprevious tenure of 10 years and ineligibility to continue as Auditors in terms of Section139(2) of the Companies Act 2013. Under Section 139(2) of the Companies Act 2013 theyhave furnished the certificate of their eligibility for re-appointment.

M/s Agrawal Shukla & Co. has given their consent to act as Statutory Auditors ofthe Company.

Directors recommend their appointment on a remuneration to be later decided by theBoard of Director and the Auditor mutually for the ensuing Financial Year i. e. 2015-16.

14. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts stand explained in thenotes to accounts which are self-explanatory.

15. Directors

a) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 Shri Sudhir DixitDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment.

Your Directors recommend his appointment as Director. He will however continue to beChief Financial Officer of the Company.

b) Re-appointment of Managing Director

Shri Shabir Memon Managing Director whose term has ended on 31st March2015 is eligible to be reappointment as Managing Director. Your Directors recommend there-appointment of Shri. Shabir Memon for a further period of five years commencing from 1stApril 2015.

c) Women Director:

Smt. Satyawati Parashar serves as the woman director of the company she was appointedas an additional director of the Company on 30th Mar 2015 by the board ofdirectors requires to be appointed as regular director at the ensuing Annual Generalmeeting.

Your Directors recommend her appointment as an Independent Director of the Company.

d) Declaration by Independent Director(s) and re- appointment

Pursuant to Section 149 of the Companies Act 2013 read with the Rules made thereunderthe Independent Directors may be appointed for a maximum of two consecutive terms of up to5 years each. In terms of revised clause 49 of the listing agreement which will beapplicable from 01st October 2014 in case the Independent Director has already servedfor 5 or more years he can be appointed for only one term of 5 years. Presently Smt.Satyawati Parashar Shri Ravi Kamra and Shri Deepak Tyagi are the Independent Directors ofthe Company. As per their existing terms of appointment Smt. Satyawati Parashar ShriRavindra Pokharana and Shri Rishi Dave can be re-appointed. The Board recommendsappointment of them as independent directors of the Company for a fixed term of 5 yearscommencing from the conclusion of the ensuing Annual General meeting.

The Board considered the independence of each of the above mentioned Directors in termsof Section 149 and Schedule IV to the Companies Act 2013 and Clause 49 of the listingagreement and was of the view that the proposed directors fulfill the criteria ofindependence as mentioned in the above provisions and can be appointed as IndependentDirectors.

All the proposed directors possess requisite qualifications appropriate skillsexperience and knowledge in one or more fields of finance law management marketingadministration technical operations and other disciplines related to Company’sbusiness. Keeping in view the educational / professional qualifications workingexperience expertise in line with Company’s business positive attributes alreadybeing on the Board of the Company and benefits that the Company will derive with theirappointment the Board has recommended their appointment as Independent Directors of theCompany at the ensuing Annual General Meeting.

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Clause 49 of theListing Agreement.

e) Declaration by Directors under Section 184

Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 184 of the Companies Act 2013.

16. SHARE CAPITAL

a. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

b. Issue of sweat equity shares

The Company has not issued any sweat equity shares during the year

c. Issue of employee stock options

The Company has not issued employee stock options during the year.

d. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has not made any provision for purchase of its own shares during the year.

17. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT2013

Extract of Annual return of the Company is annexed herewith as an Annexure-6 to thisreport.

18. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

The Company is not a manufacturing Company and as such no provisions of Conservation ofEnergy Technology Absorption under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are attracted.

As the Company has not carried out any activities relating to the export and importduring the financial year. There is no foreign exchange expenses and foreign income duringthe financial year.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act 2013. Hence nopolicy or disclosures are required to be made under the said section or applicable rules.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1) 14.05.2014 4 4
2) 15.07.2014 4 4
3) 17.11.2014 4 3
4) 04.09.2014 4 4
5) 14.02.2015 4 3
6) 30.03.2015 4 4

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company did not enter into any contract or arrangement during the financial yearwith related parties. Form AOC-2 as required under the Companies (Accounts) Rules 2014 isattached as Annexure-5.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note No. 6 and 7 to the Financial Statements.

23. DISCLOSURE OF DIRECTORS’ REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 no remuneration has been paid to any of theDirectors of the Company.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed CSSatish Batra a practicing Company Secretary for conducting secretarial audit of theCompany for the financial year 2014-2015. His report is annexed herewith as Annexure-4.The report does not contain any qualification reservation or adverse remark.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

The Company has implemented several best corporate governance practices as prevalentglobally. The report on Corporate Governance (Annexure-1) as stipulated under the ListingAgreement forms an integral part of the Report.

The requisite certificate from the auditors of the Company confirming compliance withthe conditions of corporate governance is attached to the report on Corporate Governance(Annexure-5).

26. RISK MANAGEMENT POLICY

In today’s business environment Risk Management is a very important part ofbusiness The Company constantly manages monitors and reports on the principal risk anduncertainties that can have an impact on the Company. Your directors keep a close watch onthe risk prone areas and take actions from time to time. The policy of the company is tocomply with statutory requirements and try to overcome the risk of penalties andprosecutions.

The Company does not have any insurable assets. However the policy of the Company isto keep insured all insurable assets to keep them adequately insured against risks anduncertainties like fire riot earthquake terrorism loss of profit etc.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respectto Directors’ Responsibility Statement it is hereby confirmed:-

i. In the preparation of the annual accounts for the year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

ii. The directors have ensured that all applicable accounting policies are applied themconsistently and directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company as at 31stMarch 2105 and of the profit and loss of the company for that period;

iii. The directors had taken and continue to take proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

iv. The directors had prepared and continue to prepare the annual accounts on a goingconcern basis;

v. The directors had laid and continue to lay down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

vi. The directors had devised and continue to devise proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

28. PERSONNEL:

There was no employee receiving remuneration attracting provisions of section 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & (3) of rules the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India ispresented in Annexure 3.

30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Directors further state that during the year under review there were no reportedinstances pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributionsmade by employees of the company and cooperation extended by the bankers and all personswho have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in thecompany.

BY AND ON BEHALF OF THE BOARD.

SD/-

(Sudhir Dixit)

Director

DIN 02023147

SD/-

(Shabir Menon)

Managing Director

DIN 02023147

DATED: 28th May 2015

PLACE: RAIPUR (C.G.)

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNELWITHTHE COMPANY'S CODE OF CONDUCT:

This is to confirm that the Company has adopted Code of Conduct for its employeesincluding the Managing Director. In addition the Company has adopted a Code of Conductfor its Non-Executive Directors. I confirm that the Company has in respect of thefinancial year ended March 31 2015 received from the senior management team of theCompany and the Members of the Board a declaration of compliance with the Code of Conductas applicable to them.

BY AND ON BEHALF OF THE BOARD.

SD/-

(Sudhir Dixit)

Director

DIN 02023147

SD/-

(Shabir Menon)

Managing Director

DIN 02023147

DATED: 28th May 2015

PLACE: RAIPUR (C.G.)

Annexure -1 CORPORATE GOVERNANCE REPORT

(Pursuant to clause 49 of the Listing Agreement)

Company Philosophy on code of governance:

The essence of Corporate Governance lies in its transparency its efficiency lies inits ability to protect the stakeholders interest. Sound ethical practices transparency inoperations and timely disclosures go a long way to enhancing long-term shareholder valuewhile safeguarding the interest of all the stakeholders.

Clause 49 of the listing agreement with stock exchanges in India has set the benchmarkcompliance rules for a listed company and the baseline for governance standards.

Corporate governance is an integral part of the way your Company does business. AshokaRefineries Ltd. continues to believe that a good Corporate Governance is essential toachieve long-term corporate goals and to enhance stockholders’ value.

Your Company is listed companies on Bombay Stock Exchange have a governance process andpractices venture to achieve transparency and professionalism in action as well as theimplementation of policies and procedures to ensure high ethical standards as well asresponsible management.

We also believe that Corporate Governance is a continuously improving process and arealways striving towards achieving the highest standards possible.

1. Board of Directors :

a. Composition of Board of Directors.

As on March 31st 2015 your Company's Board of the Directors of the Companyconsisted of four Directors with varied experience in different areas. The composition ofthe Board is in conformity with the clause 49 of the provisions of Listing agreement with50% of the Board consisting of Independent Directors. The details of composition andcategories of Directors are as follows.

a. Shri Sudhir Dixit : (Executive Director)
b. Shri Shabir Memon : (Managing Director)
c. Shri Ravi Kamra : (Independent Director)
d. Shri Deepak Tyagi : (Independent Director)
e. Smt Satyawati Parashar** : (Additional Independent & Women Director)

**Appointed as an Additional Independent director on 30th March 2015

b. Policy

All statutory & other significant and material information are placed before theBoard to enable it to discharge its responsibilities of strategic supervision of thecompany and as trustees of stakeholders as per policy the Board meets at least once everyquarter. During the year the Board met 6 times on 14th May 14 15thJuly 14 17th Nov 14 4th Sept 14 14th Feb 15 and 30thMar 15.

c. Meeting attendance of each directors at the BOD meeting and last AGM is as under:-

Name of Directors No. of Board Meetings Attended Attendance at Last AGM
Shri Sudhir Dixit 6 Yes
Shri Ravi Kamra 6 Yes
Shri Shabir Memon 5 Yes
Shri Deepak Tyagi 5 Yes

d. Directors seeking reappointment

IN PURSUANCE OF CLAUSE 49 OF LISTING AGREEMENT)

Name of the Director Shri Sudhir Dixit Smt. Satyawati Parashar Mr. Ravi Kamra Mr. Deepak Tyagi
Designation Director Additional Director Independent Director Independent Director
Date of appointment 15th January 1997 30th March 2015 31st March 2008 31st March 2008
List of other Companies in which Directorship Held NONE 1. Natura Hue-Chem Limited 1. Natura Hue Chem Limited 1. Vanya Landscaping & Horticulture Solutions Private Limited
2. New Era Alkaloids and Exports Ltd. 2. New Era Alkaloids & Exports Limited
3. Special Blasts Limited 3. SBL Energy Limited
4. Gangotri Cement Limited
5. Natura Construction And Developers Private Limited-
Chairman/Member of the committees of Board of Directors of other companies in which he is Director Chairman of Executive and Remuneration Committee and member of audit and Stakeholders Relationship Committee. None Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee None
Shareholding 8000 Equity Shares NIL NIL NIL

Shri Sudhir Dixit and Smt. Satyawati Parashar are not related in any way to any otherDirector or Key Managerial Personnel ("KMP") of the Company.

2. Code of Business Conducts and Ethics

The Board of Directors has laid down a Code of Conduct for all Board Members and senioremployees of the Company. The annual accounts contain the Code of Conduct and adeclaration by the Managing Director.

Your company has adopted a code of conduct for all the Board members and members ofsenior management between whom it has been circulated and compliance thereto affirmed. Adeclaration signed by the Managing Director is given below.

Mr. Shabir Menon Managing Director of the Company have certified to the Board that :

a) They have reviewed the Financial Statements and the Cash Flow statement for the yearand that to the best of their knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any materialfacts or contain statements that might be misleading; and

ii. these statements together present a true and fair view of the Company’saffairs and are in compliance with existing accounting standards applicable laws andregulations.

b) There are to the best of their knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of theCompany’s code of conduct.

c) They accept responsibility for establishing and maintaining internal controls forfinancial reporting and that they have evaluated the effectiveness of the internal controlsystems of the company pertaining to the financial report and they have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of internalcontrols if any of which they are aware and the steps they have taken or propose to taketo rectify these deficiencies.

d) They have indicated to the auditors and the Audit Committee:

i. significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which they have become aware and the involvementtherein if any of the management or any employee having a significant role in theCompany’s internal control system over financial reporting

We hereby confirm that:

"The company has obtained from all the members of the Board and senior managementaffirmation that they have complied with the code of conduct for directors and seniormanagement in respect of the financial year 2014-15"

I hereby confirm that:

"The company has obtained from all the members of the Board and senior managementaffirmation that they have complied with the code of conduct for directors and seniormanagement in respect of the financial year 2014-15"

Sd/-

Shabir Memon Managing Director

3. Committees of the Board

a) Audit Committee

The Audit Committee continued working under Chairmanship of Shri Ravi Kamra with ShriShabir Memon and Shri Sudhir Dixit as co-members.

The sub-committee met on four occasions.

The committee met on the following dates with attendance as shown below:

Date of Meeting Committee strength No. of members present
15.07.2014 3 3
04.09.2014 3 3
17.11.2014 3 2
14.02.2015 3 3

b) Executive Committee

The Executive Committee continued working under Chairmanship of Shri Sudhir Dixit withShri Ravi Kamra and Shri Shabir Memon as co-member during the year the sub-committee meton four occasions.

The committee met on the following dates with attendance as shown below:

Date of Meeting Committee strength No. of members present
14.05.2014 3 3
17.11.2014 3 2
04.09.2014 3 2
14.02.2015 3 3

c) Nomination & Remuneration Committee

The Nomination & Remuneration Committee has been constituted under the Chairmanshipof Shri Sudhir Dixit with Shri Shabir Memon and Shri Ravi Kamra as co-members. TheCommittee has been formed to review and recommend the remuneration policy of the Companyand to recommend the revision in salary structure of Directors. During the year thesub-committee met once on 30th Mar 15 with full attendance of all the membersand decided that due to slow growth in Industries and low profits directors should notdraw any remuneration.

d) Stakeholders Relationship Committee

The Committee has been constituted under the Chairmanship of Shri Ravi Karma with ShriSudhir Dixit and Shri Shabir Memon as the members. In the Financial year under review onemeeting of the Committee was held 4th Sept 14. As on March 31 2015 there weretwo shareholders complaint pending on which the committee is working to resolve itexpediently.

4. General Body Meeting

Particulars of last three Annual General Meetings

AGM Year ended 31st March Venue Date Time
21th 2012 Registered Office of the Company 29-09-2012 03:00 PM
22nd 2013 27-09-2013 03:00 PM
23rd 2014 30-09-2014 03:00 PM

5. Disclosures

i. There was no transaction of material nature with any of the related party which isin conflict with the interest of the company.

ii. Details of non compliance by the company penalties and strictures imposed onthe company by the Stock Exchange or SEBI or any authority on any matter related tocapital markets during last 3 years.

iii. The company has put in place a mechanism of reporting illegal or unethicalbehavior. Employees are free to report violations of laws rules regulations or unethicalconduct to their immediate supervisor/notified persons. The reports received from anyemployee will be reviewed by the audit committee. It is affirmed that no person has beendenied access to the audit committee in this respect. The Directors and senior managementare to maintain confidentiality of such reporting and ensure that the whistle blowers arenot subjected to any discriminatory practice.

6. Means of Communication

Information like financial results (quarterly half-yearly or annual) and pressreleases on significant developments in the Company that has been updated on thecompany’s website www.ashokarefineries.com and have also submitted to the stockexchanges to enable them to put them on their websites and communicate to their members.

Details of management discussion are a part of the annual report.

No presentation made to institutional investors or to the analysts. ManagementDiscussion & Analysis are not a part of Annual Report.

7. General Shareholder Information for the year

AGM- Date Time and venue 30-09-2015 3.00pm at Registered Office
Financial Year 31-03-2015
Book Closure Date 28TH Sept’15 to 30th Sept’15
Dividend Payment Date No dividend declared
Listing of Equity Shares on Stock Exchange Bombay Stock Exchange

Market price data and other related information

Month High Price Low Price
Mar-14 38.05 38.05
May-14 36.15 36.15
Aug-14 34.35 34.35
The shares of the company are not being frequently traded since Aug 14 as a result the High and Low prices are same as on that date.*

 

Registrar & Transfer Agent. Beetal Financial & Computer Services (P) Limited
Beetal House 99 Madangir Behing Lsc Near Dada Harsukhdar Mandir Delhi-110062

* Source: http://www.bseindia.com

8. Share Transfer Procedure

All the transactions related to share transfer change of address dividend sharecertificate etc. should be addressed to R&T Agent of the Company at the addressmentioned in this Annual Report. Pursuant to Clause 47(c) of the Listing Agreement withthe Stock Exchanges the Company obtained a certificate from a Practicing CompanySecretary on half yearly basis for compliance of share transfer formalities.

9. Auditors’ Certificate on Corporate Governance

As required under clause 49 of the listing Agreement the Auditors Certificate is givenas an Annexure- 2 to this Report.

ANNEXURE -2 AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Ashoka Refineries Limited Shyam Complex Ram Sagar Pura Raipur (C. G.)492001

1. We have examined the compliance of conditions of Corporate Governance by VaswaniIndustries Limited for the year ended 31st March 2015 as stipulated in Clause 49 of theListing Agreement of the said Company with the Stock Exchanges.

2. The Compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination has been limited to a review of the procedures andimplementation thereof adopted by the Company for ensuring compliance with the conditionsof Corporate Governance as stipulated in the said Clause. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause 49 of the above mentioned Listing Agreement.

4. We further state that such compliance is neither as assurance as to the furtherviability of the Company nor of the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.

For SUNIL JOHRI & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO. 005960C

SD/-

(BIVOR KUMAR)

PARTNER

M.No:422898

PLACE: RAIPUR (C.G.)

DATED: 28th May 2015

ANNEXURE -3 MANAGEMENT DISCUSSION AND ANALYSIS

FORWARD- LOOKING STATEMENT

India’s economy expanded at 4.7 per cent in the entire 2014-15 financial yearmarking a second straight year of below 5 per cent growth in the last 25 years. Theexpansion was slower than an official estimate of 4.9 per cent and higher than 4.5 percent growth a year earlier. The year 2014-15 witnessed changing global dynamics with arenewed focus on the developed nations. The developed economies gathered momentum even asconsumer demand recovered modestly in the US and Japan. However emerging economiesexperienced external and localised vulnerabilities and market turmoil.

This report contains forward-looking statements based on certain assumptions andexpectations of future events. The Company therefore cannot guarantee that theseassumptions and expectations are accurate or will be realized. The Company’s actualresults performance or achievements can thus differ materially from those projected inany such forward-looking statements. The Company assumes no responsibility to publiclyamend modify or revise any forward looking statements on the basis of any subsequentdevelopments information or events.

SERVICES

Company is engaged in Cargo handling services. Due to removal of restriction on importthis is excellent field to provide services to the importers. The size of the Companyneeds to be expanded to enter this industry on a large scale for which Directors areconcentrating their attention.

BUSINESS OVERVIEW

The Turnover during the year 2014-15 is to the tune of Rs.1.60 Lacs. Previous year itwas Rs.2.17 Lacs. The decline in turnover continues due to non-renewed C & H control.Company is trying to improve its performance in the future.

MARKETING

The Company is making all efforts to revamp its marketing in new areas and hopes forgood results in the current year.

SWOT

Our strength is our determination weakness is the low equity base suspension by BSEof opportunities are multiples and threats are practically none. Suspension of trading isrevoked by BSE.

The financial highlights are as under:-

Fig. in lacs

Turnover for the year 2014-15 1.60
Provision for taxation 0.00
Profit/Loss after tax (3.63)
Paid-up Equity Share Capital as on 31st March’2015 340.19

INTERNAL CONTROL

The Company has an internal control system commensurate with the size of itsoperations adequate records and documents were maintained as required by laws.

The Company’s audit Committee reviewed the internal control system. All effortsare being made to make the internal control system more effective.

SEGMENT WISE REPORTING

During the year under review Company has through Cargo Services segment only.

RISK AND CONCERNS

In any business risks and prospects are inseparable. As a responsible management theCompany’s principal endeavor is to maximize returns. The Company continues to takeall steps necessary to minimize losses through detailed studies and interaction withexperts.

Annexure -4

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

The Members

Ashoka Refineries Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ashoka Refineries Limitedhereinafter called the company. Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on our verification of the Ashoka Refineries Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained Ashoka Refineries Limited for the financial year ended on 31stMarch 2015 according to the provisions of:

(i) The Companies Act 1956 and the Rules made there under as well the Companies Act2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) As informed to me the following other Laws specifically applicable to the Companyas under:

a) The Negotiable Instruments Act 1881

b) The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with Calcutta Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above with the followingobservations that the company has also complied with the following:

• Chapter VII of SEBI (Issue of Capital and Disclosure Requirement) Regulation2009 ("the Regulations")

• Section 81(1A) of the Companies Act 1956

SEBI (ICDR) Regulations 2009

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

(Give details of specific events / actions having a major bearing on the company’saffairs in pursuance of the above referred laws rules regulations guidelinesstandards etc. referred to above).

For example:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity etc. N/A

(ii) Redemption / buy-back of securities - NA

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013 - NA

(iv) Merger/ amalgamation / reconstruction etc. - NA

(v) Foreign technical collaborations - NA

Sd/-

Signature:

Satish Kumar Batra

Proprietor

Satish Batra & Associates

FCS No. 1316

C P No. 2875

Date: 30TH May 2015

Place: Raipur

Annexure 5 Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the

Companies Act 2013 including certain arm’s length transactions under thirdproviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

Particulars Details
(a) Name(s) of the related party and nature of relationship Nil
(b) Nature of contracts/arrangements/transactions Nil
(c) Duration of the contracts / arrangements/transactions Nil
(d) Salient terms of the contracts or arrangements or transactions including the value if any Nil
(e) Justification for entering into such contracts or arrangements or transactions Nil
(f) date(s) of approval by the Board Nil
(g) Amount paid as advances if any: Nil
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Nil

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

Name of the Related Party Nature of relationship Duration of Contract Salient Terms of the Contract Amount
NIL

SD/-

(Shabir Menon)

Managing Director

DIN 02023147

DATED: 28th May 2015

PLACE: RAIPUR (C.G.)

ANNEXURE 6

FormNo.MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31st March 2015

[Pursuant to section 92 (3) of the Companies Act 2013 and rule 12 (1) of the Companies(Management and Administration) Rules 2014]

1. REGISTRATION AND OTHER DETAILS:

i. CIN L15143CT1991PLC006678
ii. Registration Date 01/10/1991
iii. Name of the Company ASHOKA REFINERIES LIMITED
iv. Category and Sub-Category of the Company Company limited by shares Indian non-govt. Company
v. Address of the Registered office and contact details Shyam Complex Ram Sagar Pura Raipur (C. G.) 492001
Telephone No. 0771- 4036578
Email Address :arlraipur@yahoo.com
vi. Whether listed company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any BEETAL Finance And Computer Services (P) Limited
BEETAL HOUSE 99 Madangir Behing LSC Near Dada Harsukhdar Mandir
Delhi - 110062
Telephone :011- 29961281
Email Address : Beetalrta@Gmail.Com

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All business activities contributing 10% or more of the total turnover of the companyshall be stated:-

Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
1 COMMISSION RECIVED 99671900 100%

3. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name And Address Of The Company CIN/GLN Holding/ Subsidiary /Associate % of shares held Applicable Section
i. NONE

4. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i.Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
i. Promoter
ii. Indian
iii. Individual/ HUF - - - - - - - - -
iv. Central Govt - - - - - - - - -
v. State Govt (s) - - - - - - - - -
vi. Bodies Corp - - - - - - - - -
vii. Banks / FI - - - - - - - - -
viii. Any Other 973800 181100 115490 33.95 973800 181100 115490 33.95 0
Sub-total(A)(1):- 973800 181100 1154900 33.95 973800 181100 1154900 33.95 0
ix. Foreign - - - - - - - - -
x. NRIs-Individuals - - - - - - - - -
xi. Other- Individuals - - - - - - - - -
xii. Bodies Corp. - - - - - - - - -
xiii. Banks / FI - - - - - - - - -
xiv. Any Other…. - - - - - - - - -
Sub-total(A)(2):- - - - - - - - - -
xv. Public Shareholding - - - - - - - - -
xvi. Institutions - - - - - - - - -
xvii. Mutual Funds - - - - - - - - -
xviii. Banks / FI 0 10000 10000 0.29 0 10000 10000 0.29 0
xix. Central Govt - - - - - - - - -
xx. State Govt(s) - - - - - - - - -
xxi. Venture Capital Funds - - - - - - - - -
xxii. Insurance Companies - - - - - - - - -
xxiii. FIIs - - - - - - - - -
xxiv. Foreign Venture Capital Funds - - - - - - - - -
xxv. Others (specify) - - - - - - - - -
Sub-total(B)(1) 0 10000 10000 0.29 0 10000 10000 0.29 0
2. Non Institutions - - - - - - - - -
xxvi. Bodies Corp. - - - - - - - - -
(i) Indian
0 17600 17600 0.52 10200 7500 17700 0.52
(ii)Overseas - - - - - - - - -
xxvii. Individuals - - - - - - - - -
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 0 1861800 1861800 54.73 86000 1775200 1861200 54.71 0
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 0 331600 331600 9.75 12000 320100 332100 9.76 0
xxviii. Others(Specify) 0 26000 26000 0.76 0 26000 26000 0.76 0
Sub-total(B)(2) 0 2139200 2237000 65.76 108200 2131500 2237000 65.75 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 0 2149200 2247000 66.05 108200 2141500 2247000 66.05 0
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 973800 2428100 3401900 100 1082000 2322600 3401900 100 0

ii. Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share holding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1. Ganesh Kumar Yadav 2900 0.09 0 2900 0.09 0 0
2. Mansoor Aahmed 7500 0.22 0 7500 0.22 0 0
3. Shabir Menon 8000 0.24 0 8000 0.24 0 0
4. Yewan Kumar Sahu 10000 0.29 0 10000 0.29 0 0
5. Sudhir Dixit 25000 0.73 0 25000 0.73 0 0
6. Pramod Vaswani 28600 0.84 0 28600 0.84 0 0
7. Himmat Lal Sahu 29200 0.86 0 29200 0.86 0 0
8. Alok Chaudhari 29300 0.86 0 29300 0.86 0 0
9. Shri Mahesh Kodwani 30000 0.88 0 30000 0.88 0 0
10. Ravi Vaswani 30000 0.88 0 30000 0.88 0 0
11. Himmat Lal Sahu & Sons 30000 0.88 0 30000 0.88 0 0
12. Nilesh N Budhabhatti 30000 0.88 0 30000 0.88 0 0
13. Surendra Singh Sandhu 30000 0.88 0 30000 0.88 0 0
14. Shri Bharti Devi Kodwani 30500 0.90 0 30500 0.90 0 0
15. Gokul Prasad Sharma 30600 0.90 0 30600 0.90 0 0
16. Sudhir Singh Mourya 30700 0.90 0 30700 0.90 0 0
17. Satyaprakash Agrawal 30800 0.91 0 30800 0.91 0 0
18. Ksn Murthy 31000 0.91 0 31000 0.91 0 0
19. Mahesh Kodwani (H.U.F) 31300 0.92 0 31300 0.92 0 0
20. Alok Awadhiya 31400 0.92 0 31400 0.92 0 0
21. Arun Kumar Tamrakar 32000 0.94 0 32000 0.94 0 0
22. Vishwajeet Singh Thakur 32000 0.94 0 32000 0.94 0 0
23. Umesh Kumar Sahu 32800 0.96 0 32800 0.96 0 0
24. Avdhesh Kumar Jain 32900 0.97 0 32900 0.97 0 0
25. Ajay Choudhary 33000 0.97 0 33000 0.97 0 0
26. Kishore Atlani 109500 3.22 0 109500 3.22 0 0
27. Rajesh Atlani 110000 3.23 0 110000 3.23 0 0
28. Sana Rajesh Atlani 124900 3.67 0 124900 3.67 0 0
29. Reeta Atlani 141000 4.14 0 141000 4.14 0 0
Total 1154900 33.95 0 1154900 33.95 0 0

iii.Change in Promoters’ Shareholding (please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
i. At the beginning of the year 1154900 33.95 1154900 33.95
ii. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): - - - -
iii. At the End of the year 1154900 33.95 1154900 33.95

30. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 1500000.00 0 1500000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 1500000.00 0 1500000
Change in Indebtedness during the financial year
* Addition 0 0 0 0
* Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year
i) Principal Amount 0 1500000.00 0 1500000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 1500000.00 0 1500000

31. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Remuneration to Managing Director Whole-Time Directors and/or Manager

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
i. Gross salary:
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961
(b)Value of perquisite/s 17(2)Income-tax Act 1961
(c)Profits in lieu of salary undersection17(3)Income- taxAct1961
ii. Stock Option NIL NIL
iii. Sweat Equity
iv. Commission
- as % of profit
- others specify…
v. Others please specify
vi. Total(A)
Ceiling as per the Act

Remuneration to other directors:

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
i. Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
ii. Total(1)
Other Non-Executive Directors a.
Fee for attending board committee meetings NIL NIL
Commission
Others please specify
iii. Total(2)
Total(B)=(1+2) a.
Total Managerial Remuneration b.
Over all Ceiling as per the Act

ii. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
i. Gross salary
(a)Salary as per provisions contained in section17(1)of the Income-tax Act1961
(b)Value of perquisite/s 17(2)Income-tax Act1961
(c)Profits in lieu of salary under section 17(3) Income-tax Act1961
ii. Stock Option
iii. Sweat Equity NIL
iv. Commission
- as % of profit
-others specify…
v. Others please specify
vi. Total

32. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the companies Act Brief description Details of Penalty/ Punishment / Compounding fees imposed Authority[RD /NCLT/Court] Appeal made. If any(give details)
i. Company
Penalty 210(5) 210(6) Failure to Lay balance sheet and Profit and Loss Account Evidence Examination Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 162(1) If a company fails to comply with any of the provisions contained in section 159 160 or 161 Evidence Examination Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 162(1) If a company fails to comply with any of the provisions contained in section 159 160 or 161 Case filed Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 220(3) Three copies of balance sheet etc. to be filed with Registrar Case filed Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
ii. Directors
Penalty 210(5) 210(6) Failure to Lay balance sheet and Profit and Loss Account Evidence Examination Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 162(1) If a company fails to comply with any of the provisions contained in section 159 160 or 161 Evidence Examination Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 162(1) If a company fails to comply with any of the provisions contained in section 159 160 or 161 Case filed Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
Penalty 220(3) Three copies of balance sheet etc. to be filed with Registrar Case filed Chief Judicial Magistrate court Gwalior No
Punishment
Compounding
iii.Other Officers In Default
Penalty
Punishment
Compounding

SD/-

(Shabir Menon)

Managing Director

DIN 02023147

DATED: 28th May 2015

PLACE: RAIPUR (C.G.)

NOMINATION AND REMUNERATION POLICY INTRODUCTION

The Company considers human resources as its invaluable assets. This policy onnomination and remuneration of directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 andthe Listing Agreement to pay equitable remuneration to the directors KMPs and employeesof the Company.

OBJECTIVE AND PURPOSE OF THE POLICY

The objectives and purpose of this policy are:

1. To take into account the performance of the Company its financial strength andvolume of operations to ensure that its recommendations or implementable from time totime.

2. The NRC shall also take into account the industry scenario and competitive elementswith regard to its recommendations so that the company maintains the industry levels.

3. To formulate the criteria for determining qualifications competencies andindependence for the appointment of a director (executive / non-executive) and recommendto the Board policies relating to the remuneration of the directors KMPs and otheremployees.

4. To address the following items : committee member qualifications; committee memberappointment and removal; committee structure and operations; and committee reporting tothe Board;

5. To formulate the criteria for evaluation of performance of all the directors on theBoard;

6. The NRC shall endeavor to maintain a proper balance between key managerialpersonnel senior personnel and other level of employees so that there is a peace andharmony in industrial relations.

Due to inadequate profit earning Committee has recommended that no remuneration bepaid to directors Key Managerial Personnel (KMPs) except sitting fees until the Companyearns the adequate profits. POLICY REVIEW

This policy is framed under the provisions of the Companies Act 2013 and rules madethereunder and requirements of Clause 49 of the Listing Agreement with the stockexchanges.

In case there is any change in the Act and the listing agreement or any otherregulation the provisions of the Act and regulations shall prevail over this policy andthe provisions of the policy shall be amended suitably to make it consistent with thechanged provisions and regulation if any under the law. Any change or modification in thepolicy as recommended by the committee would be given for approval to the Board.

SD/-

(Shabir Menon)

Managing Director

DIN 02023147

DATED: 28th May 2015

PLACE: RAIPUR (C.G.)

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