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Ashoka Refineries Ltd.

BSE: 526983 Sector: Others
NSE: N.A. ISIN Code: INE760M01016
BSE 00:00 | 16 Aug Ashoka Refineries Ltd
NSE 05:30 | 01 Jan Ashoka Refineries Ltd
OPEN 4.75
PREVIOUS CLOSE 4.75
VOLUME 200
52-Week high 5.64
52-Week low 4.12
P/E 33.93
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.75
CLOSE 4.75
VOLUME 200
52-Week high 5.64
52-Week low 4.12
P/E 33.93
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 29th Annual Report onthe business and operation of the Company together with audited statement of accounts forthe year ended on 31st March 2020.

1. FINANCIAL RESULTS:

Particulars 31st March 2020 31st March 2019
Operating Income 0.00 0.00
Other Income 1346624.00 820149.00
Total Receipts: 1346624.00 820149.00
Total Expenses 1716754.52 779375.10
i Profit/ (Loss) Before Tax: (370130.52) 40773.90
Prior Period Expenses (10600.00) 0.00
Tax Expenses 0 10600.00
Profit/(Loss) for the period (35953052) 30173.90
Earnings Per Share (in Rs.) (0.11) 0.01

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

Your Company has recorded an amount of Rs. 134662400 under the head other income andincurred expenses for the year amounting to Rs. 1716754.52. The expenses occurred werehigh due to bad-debts incurred by the Company and also C0VID-19 has made drastic impactthroughout the world and so has also affected the company business was affected due tocomplete as well as partial lock down by the Government and limiting the resourcesavailable. When there is no earning; bearing of fixed costs becomes a challenge for asmall company like us. Somehow the company has managed the staff and other necessaryexpense and is hopeful that the situation will become favourable in coming years.

Your directors are making continuous efforts and feel the current year will befruitful.

3. TRANSFER TO RESERVES

The loss incurred during the year is proposed to be transferred to Profit & LossAccount.

4. DIVIDEND

In view of losses your directors are^n&t Aft apposition to recommend any dividentfor the year under review.

5. INDUSTRIAL RELATIONS:

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

6. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

7. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whetherrelating to Stock Exchange Depositories and Registrar & Transfer Agent stands paid.The company is duly complying with all the requirements laid under SEBI (LODR)regulations 2015.

8. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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

9. 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.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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.

11. SUBSIDIARIES. IOINT 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 (Firm registration number: 326151E)who were appointed in 26th AnnUa^General Meeting for a period of consecutivefive years continues from thej^clusjgp d^the 26th Annual General MeetingofthqCbmpany

till the conclusion of the 31st Annual General Meeting to be held in 2021-22continues to hold the office of Statutory auditor and has also given their consent andeligibility certificate to act as Statutory Auditors of the Company on a remuneration tobe decided by the Board of Director and the Auditor mutually.

14. AUDITORS OBSERVATION:

The Auditor's Report for the year ended 31st March 2020 does not containany qualification reservation or adverse remarks. The Auditors Report is enclosed withthe financial statement in this Annual Report

15. Directors

a) Appointment/re-appointment/resignation

i. Executive Directors

There is no change in the Executive Directors the Company.

ii. Key Managerial Personnel

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are Mr. Surendra Singh Sandhu (Managing Director) Ms. Ruppal Padhiar (CompanySecretary) and Mr. Tulsiram Sahu (Chief Financial Officer) as on 31st March2020.

iii. Retirement by Rotation

Mr Mansoor Ahmed a director of the Company shall retire by rotation at the ensuingAnnual General Meeting. The Board of Directors on the recommendation of the Nomination andRemuneration Committee has recommended his reappointment.

iv. Non-Executive Directors

• Mr. Ghanshyam Soni who was appointed as independent directors at the annualgeneral meeting held on 26th September 2016. Continues to act as IndependentDirector of the Company and has submitted a declaration that each of them meets thecriteria of independence as provided in section 149(6) of the Act and there has been nochange in the circumstances which may affect their status as independent director.

• Mr. Ravi Kamra and Mrs. Satyawati Parashar who were appointed as Independentdirectors on 30th September 2015 shall complete their 1st term ofconsecutive five years on 30th September 2020. No event has occurred duringthe previous which has affected their independency and also they have submitteddeclaration that each of them meets the criteria of independence as provided in section149(6) of the Ac. Therefore Nomination and Remuneration Committee has recommended theirre-appointment for an another term of consecutive five years.

During the year the nojfcp^cutive directors of the Company had no pecuniaryrelationship or transactions wrtlfihe Company.

b) 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

Authorised Capital of the Company is Rs37500000.00 divided into 3750000 equityshares of Rs.1000 each farther the issued paid-up and subscribed capital stands atRs.34019000.00 divided into 3401900 equity shares of Rs.10.00 each. There have beenno changes in the Share Capital of the company. Further Company has not -

a. Issued any equity shares with differential rights during the year.

b. Issued any sweat equity shares during the year

c. Issued employee stock options during the year.

d. Made any provision for purchase of its own shares during the year.

17. SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act 2013 Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Satish Batra & Associates LLP a Practicing Company Secretaryfirm for conducting secretarial audit of the Company for the financial year 2019-20. Hisreport is annexed herewith as Annexure-1.

The report does not contain any qualification reservation or adverse remark.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEB1 (LODR) Regulations 2015 is presented in Annexure-2.

19. CORPORATE GOVERNANCE

Corporate governance is the system of rules practices and processes by which anorganisation is directed and controlled. It essentially involves balancing the interestsof a company's stakeholders such as shareholders senior management executives customerssuppliers financiers the government and the community. Company being listed on BombayStock Exchange and has duly entered into the Listing Agreement with the Stock exchange andhad been complying with all the applicable requirements of SEBI (Listing Obligation &Disclosure Requirements) 2015 from time to time. Whereas Regulation 17 to 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V ofthe SEBI (LODR) Regulations 2015 are not applicable on your company as it is not havingpaid up capital exceeding rupees ten crore and net worth exceeding rupees twentv-fi^ecrore. Therefore it is not required Jo provide a seperate report on CorporateGovernftace.

The Company has duly constituted Audit committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee Committees areconsituted as per the mandate of the Companies Act 2013 in line with the Regulations ofSEB1 (LODR) Regulations 2015. The members of the Committees are duly complying with theirroles and responbilities as presecribed under the Act and Regulations from time to time.

20. 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-3.

21. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT.2013

Extract of Annual return for the year 2019-20 (MGT-9) of the Company is annexedherewith as an Annexure-4 to this report and also a copy of Annual Return filed in MGT- 7for the year 2018-19 has been placed on the website of the Company.

22. 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.

23 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.

24 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times 30th May 2019 14th August 2019 14thNovember 2019 and on 13th February 2020 during the year under review. Proper notices ofthe meeting were given to all the Directors and intimation were duly made to StockExchange regarding the conducting of the Board Meeting and its outcome.

25. PARTlCULARS 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 Notes to the Financial Statements.

26. DIRECTORS' REMUNERATION

As oer 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 the Directorsof the Comnpany.

27. RISK MANAGEMENT POLICY

Risk Management is a very important part of business as it is an inherent part of anybusiness unless and until a Company takes a risk can't achieve success Higher the riskmaximum the return. Therefore your directors keep a close watch on the risk prone areasand take actions from time to time. The policy of the Company is to comply with statutoryrequirements and try to overcome the risk of penalties and prosecutions.

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.

28. 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 March2020 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 bythem consistently 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 2020 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.

29. 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 Managerial Personnel) Rules 2014.

30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has duly constituted an internal compliance committee to look after casesrelated to harassment towards women at the workplace. Your director further state thatduring the year under review there were no reported instances to the or by the Committeepursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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.

(Surendra Singh Sandhu) (Tulsi Ram Sahu)
DATED: 02/09/2020 Managing Director Director & CFO
PLACE: Raipur (C.G.) DIN.: 05173140 DIN: 01395347

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