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Ashoka Refineries Ltd.

BSE: 526983 Sector: Others
NSE: N.A. ISIN Code: INE760M01016
BSE 00:00 | 21 Jan 7.21 0.34
(4.95%)
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7.21

HIGH

7.21

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7.21

NSE 05:30 | 01 Jan Ashoka Refineries Ltd
OPEN 7.21
PREVIOUS CLOSE 6.87
VOLUME 1000
52-Week high 7.21
52-Week low 4.12
P/E 13.35
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.21
CLOSE 6.87
VOLUME 1000
52-Week high 7.21
52-Week low 4.12
P/E 13.35
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 30th Annual Report on thebusiness and operation of the Company together with audited statement of accounts for theyear ended on 31st March 2021.

1. FINANCIAL RESULTS:

Particulars 31st March 2021 31st March 2020
Operating Income 7454432.89 0
Other Income 226649.65 1346624.00
Total Receipts: 7681082.54 1346624.00
Total Expenses 7599252.07 1716754.52
Profit/ (Loss) Before Tax: 81830.47 (370130.52)
Prior Period Expenses 0 (10600.00)
Tax Expenses 0 0
Current Tax 13260.00 0
Less: MAT Credit Entitlement 13260.00 0
Profit/ (Loss) for the period : 81830.47 (359530.52)
Other comprehensive income 1255099.00 3441636.00
Total Comprehensive Income for the period 1336929.47 3082105.48

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

During the year under review Your Company has started a new line of business and ishappy to inform that despite ongoing Covid-19 scenario it has managed to record a turnoverof Rs.74.54 Lakhs and incurred expenses of Rs.75.99 Lakhs for the year. Lock and unlockhas hampered the business to a lot of extent but Company is determined to fight thecircumstances with what all resources are available to it.

Your directors are making continuous efforts and feel the current year will becomparatively more fruitful.

3. TRANSFER TO RESERVES

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

4. DIVIDEND

Your directors regret that in view of inadequate profits they are not in a position torecommend any dividend for 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. AUDITORS

• STATUTORY AUDITORS

M/s Agrawal Shukla & Co. Chartered Accountants (Firm registration number: 326151E)who were appointed in 26th Annual General Meeting for a period of consecutivefive years continues from the conclusion of the 26th Annual General Meeting ofthe Company till the conclusion of the 31st Annual General Meeting to be heldin 2021-22 continues to hold the office of Statutory auditor and has also given theirconsent and eligibility certificate to act as Statutory Auditors of the Company on aremuneration to be decided by the Board of Director and the Auditor mutually.

• 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 under review.

• MAINTENANCE OF COST RECORDS OR AUDIT

Your company is neither required to appoint Cost Auditors in terms to the provisions ofSection 148 of the Companies Act 2013 read with the Companies (Cost Record and Audit) norrequired to maintain cost records during the year under review.

14. AUDITORS OBSERVATION/REMARKS:

• STATUTORY AUDITOR

The Auditor's Report for the year ended 31st March 2021 does not containany qualification reservation or adverse remarks hence require no further comment orexplanation.

• SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of the Company forthe Financial Year 2020-21 is annexed herewith as ANNEXURE-1. The report does not containany qualification reservation or adverse remark.

• FRAUDS REPORTED BY THE AUDITORS:

During the year under review neither the Statutory Auditor nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of the fraud committed by the Company its officers and employees thedetails of which would need to be mentioned in the Board Report

15. Directors

a) Appointment/Re-Appointment/Ceassation

There is no change in the Executive Directors of the Company. Pursuant to theprovisions of section 203 of the Act the key managerial personnel of the Company are Mr.Surendra Singh Sandhu (Managing Director) Ms. Ruppal Padhiar (Company Secretary) and Mr.Tulsiram Sahu (Chief Financial Officer) as on 31st March 2021.

i. Director Retiring by Rotation

In accordance with provisions of the act and in terms of Articles of Association of theCompany Mr. Tulsiram Sahu a director of the Company shall retire by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. TheBoard of Directors has recommended his re-appointment for the consideration of theshareholders.

ii. Appointment

In accordance with Sections 149 150 152 161 and any other applicable provisions ofthe Companies Act 2013 and in accordance with Articles of Association of the Company Mr.Aditya Sharma was appointed as an Additional Non-Executive Independent Director of theCompany w. e. f. 28th June 2021 and he shall hold the office upto the date ofensuing Annual General Meeting. The Board recommends appointment of Mr. Aditya Sharma as aNon-Executive Independent Director of the Company for a period of 5 (five) years forapproval of the members at the ensuing Annual General Meeting. Attention of the Members isinvited to the relevant item in the Notice of the Annual General Meeting and theExplanatory Statement thereto.

iii. Cessation

Mr. Ghanshyam Soni Non-Executive Independent director has resigned from the Board W. e.f. 28th June 2021 and also submitted a declaration that his resignation wastendered due to his personal reasons and there being no other material reason behind thesame.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company except the sitting fees.

b) Declaration by Directors under Section 164

Directors declare that no directors are disqualified from being appointed as Directorof the Company under Section 164 of the Companies Act 2013.

16. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravi Kamra and Mrs. Satyawati Parashar continue to be on the Board as Independentdirectors who were duly re-appointed on 28th September 2020 for a second termof consecutive five years. No event has occurred during the previous year which hasaffected their independency and also they have further submitted a declaration to theeffect that each of them meets the criteria of independence as provided in section 149(6)of the Act and Regulation 25 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

17. SHARE CAPITAL

Authorised Capital of the Company is Rs.37500000.00 divided into 3750000 equityshares of Rs.10.00 each further 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.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEBI (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 twenty fivecrore. Therefore it is not required to provide a seperate report on Corporate Governnace.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material or which are requiredto be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014.

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

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at http: / / www.ashokarefineries.com/.

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 5 (five) times during the year under review. Proper noticesof the 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. BOARD COMMITTEES & ITS MEETINGS

(A) COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors of your Company as on March 31st 2021 consisted of 6 Directorswith varied experience in different areas. The composition of the Board is in conformitywith provisions of Section 149 of the Companies Act 2013 and also in line Regulation 17of SEBI (LODR) Regulation 2015.

ATTENDANCE
SR. Date NO. Of Board Meeting Surendra Singh Sandhu Tulsi Ram Sahu Mansoor Ahmed Ravi Kamra Satyawati Parashar Ghanshya m Soni
M. D. Director & CFO Director NonExecutive Independe nt Director Non Executive Women Independent Director NonExecutive Independe nt Director
1. 17th Jul'2020
2. 2nd Sep'2020 x x
3. 14th Sep'2020 x
4. 6th Nov"2020 x x
5. 12th Feb'2021

(B) COMPOSITION OF COMMITTEES

The Company has duly constituted the required Committees as per the mandate of theCompanies Act 2013 and are subsequently in line with the Regulations of SEBI (LODR)Regulations 2015 in view of good governance. The members of the Committees are dulycomplying with their roles and responsibilities as prescribed under the Act andRegulations from time to time. The Company Secretary Mrs. Ruppal Padhiar acts as theSecretary to the Committee.

• AUDIT COMMITTEE

It comprises of three members who duly met four times discussed and recommended therequired agenda to the Board. During the year under review there being no item which wasnot considered by the Board recommended by the Audit committee.

ATTENDANCE
SR. NO. Date Of Meeting Ravi Kamra (Chairman) Tulsi Ram Sahu Satyawati Parashar
Non-Executive Independent Director Director & CFO Non-Executive Women Independent Director
1. 17th Jul'2020
2. 14th Sep'2020
3. 6th Nov"2020
4. 12th Feb'2021

Chairman of Audit Committee was duly present at 29th Annual General Meetingof the Company to address the shareholders.

• NOMINATION & REMUNERATION COMMITTEE

Your Company has duly constituted Nomination & Remuneration Committee. Thecomposition of the Nomination & Remuneration Committee is as per the mandate ofSection 178 of the Companies Act 2013 and following the good governance in line withRegulation 19 of the SEBI (LODR) Regulations 2015. The committee consists of allnon-executive Independent Directors. It is working under the Chairmanship of Shri RaviKamra along with Smt. Satyawati Parashar and Mr. Ghanshyam Soni as members of thecommittee.

The Committee has been formed to review and recommend the remuneration policy of theCompany and to recommend the revision in salary structure of Directors. During the yearthe sub-committee met on 17th July 2020 with full attendance of all themembers and decided that due to slow growth in Industries and low profits whole-timedirectors directors should not draw any remuneration except sitting fees to IndependentDirectors and also recommended appointments/re-appointments of Directors and other KeyManagerial Personnel.

The contents of the Nomination & Remuneration Policy can be found on website of ofthe company www.ashokarefineries.com.

• STAKEHOLDERS RELATIONSHIP COMMITTEE.

Stakeholders Relationship Committee continued to work under the Chairmanship of ShriRavi Kamra a non-executive independent director with Shri Tulsi Ram Sahu and Shri MansoorAhmed executive directors as members of the Committee. In the Financial year under reviewCommittee met as and when required and has resolved the issues. No investor's grievancesare pending as on date of the Report.

26. 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 Notes to the Financial Statements. YourCompany has not extended corporate guarantee on behalf of any other Company.

27. DISCLOSURE OF 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. The Statement showing the names and other particulars of theemployees of the Company as required under Rule 5 (2 &3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be furnished sincenone of the employees of the Company has received remuneration in excess of theremuneration mentioned in the above mentioned Rule 5 (2) during the Financial Year 2020-21

28. 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.

29. 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 March2021 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 2021 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.

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. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance individual directors Chief Financial Officer Company Secretary as well asthe evaluation of the working of its Board Committees. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. Further the mechanism adopted by the Companyencourages a whistle blower to report genuine concerns or grievances and provides foradequate safeguards against victimisation of the whistle blower who avails of suchmechanism as well as direct access to the Chairman of the Audit Committee. The functioningof the vigil mechanism is reviewed by the Audit Committee from time to time. None of thewhistle blowers have been denied access to the Audit Committee of the Board.

33. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

There are no applications made during the financial year 2020-21 by or against thecompany and there are no proceedings pending under the Insolvency and Bankruptcy Code2016.

34. 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
DATED: 11/08/2021 (Surendra Singh Sandhu) (Tulsi Ram Sahu)
PLACE: Raipur (C. G.) Managing Director Director & CFO DIN 05173140 DIN 01395347

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