To the Members
Ashoka Refineries Limited Raipur (C. G.) 492001
Your Directors have pleasure in presenting the 26th Annual Report onthe business and operation of the Company together with audited statement of accounts forthe year ended on 31st March 2016.
1. FINANCIAL RESULTS:
|Particulars ||31st March 2017 ||31st March 2016 |
|Operating Income ||0 ||0.00 |
|Other Income ||175070.00 ||565.00 |
|Total Receipts: ||175070.00 ||565.00 |
|Total Expenses ||1021195.00 ||549604.90 |
|Profit/ (Loss) Before Tax: ||(846125.00) ||(549039.00) |
|Prior Period Expenses ||(24800.00) ||0.00 |
|Tax Expenses ||0.00 ||0.0 |
|Profit/ (Loss) for the period : ||(870925.00) ||(549039.00) |
|Earnings Per Share (in Rs.) ||(0.26) ||(0.11) |
2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR
During the year under review the Company could not operate on account of acuteeconomic recession due to lack of business opportunities and inadequacy of equity base.The Company suffered a net loss of Rs.8.71 lacs mainly due to write off of Bad-debtsduring the year under review.
Your Directors deeply regret for the poor performance of the company due to reasonsbeyond their control. The economic condition continues to be bad and the Company isplanning for a take-off in the next year.
3. TRANSFER TO RESERVES
The loss incurred during the year is proposed to be transferred to Profit & LossAccount.
In view of losses your directors are not in a position to recommend any dividend forthe 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.
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 TOTHE FINANCIAL 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 COMPANYS OPERATIONS IN FUTURE
There are no such orders passed by the regulators or courts or tribunals impacting thegoing concern status and companys operations in future.
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.
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
The Companies Act 2013 the Act' was notified effective April 1 2014. Section 139 ofthe Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to Section 139 of the Act and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of two terms of five consecutiveyears. The Rules also lay down the transitional period that can be served by the existingauditors depending on the number of consecutive years for which an audit firm has beenfunctioning as auditor in the same company. The present auditors Sunil Johri &Associates Chartered Accountants (Firm registration number: 005960C) have served theCompany for over 10 years before the Act was notified and will be completing the maximumnumber of transitional period (three years) at the ensuing 26th AGM.
The audit committee of the Company has proposed on 29th June 2017 in theirmeeting and subsequently the Board has recommended the appointment of M/s Agrawal Shukla& Co. Chartered Accountants (Firm registration number 326151E) as the statutoryauditors of the Company. They will hold office for a period of five consecutive wars fromthe conclusion of the 26th Annual General Meeting of the Company till the conclusion ofthe 31st Annual General Meeting to be held in 2021-22. The first year of audit will be ofthe financial statements for the year ending on 31st March 2018 which willinclude the audit of the quarterly financial statements for the year.
M/s Agrawal Shukla & Co has given their consent and eligibility certificate to actas Statutory Auditors of the Company if their appointment is approved by the members ofthe company.
Your Directors recommend their appointment on a remuneration to be decided by the Boardof Director and the Auditor mutually.
14. AUDITORS OBSERVATION:
As regard the qualification remarks by the Auditors it is stated that the Company hastaken in process analysis of HRD Data for the purpose of providing gratuity liability inaccordance with AS-15.
Mr. Ravi Kamra Mrs. Satyawati Parashar and Mr. Deepak Tyagi were appointed asindependent directors at the annual general meeting of the Company held on 30thSeptember 2015. Pursuant to the provisions of section 149 of the Act they have submitteda declaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
Mr. Shabbir Menon was appointed as Managing Director not liable to retire similarlyindependent Directors appointed are not liable to retire as per the provisions of the Act.Therefore considering the above Mr. Sudhir Dixit is the only director liable to retiretherefore by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. Your Directors recommend his appointment as a Director.
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are Mr. Shabir Memon (Managing Director) Mr. Sudhir Dixit (Chief FinancialOfficer) and Ms. Monika Jain (Company Secretary & Compliance Officer).
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 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. Issuedany sweat equity shares during the year c. Issued employee stock options during theyear. d. Made any provision for purchase of its own shares during the year.
17. SECRETARIAL AUDIT
Being a listed company your Company is required to obtain Secretarial Audit Report.Therefore in terms of provisions of Section 204 of the Companies Act 2013 Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Satish Batra & Associates a Practicing Company Secretary firmfor conducting secretarial audit of the Company for the financial year 2016-2017. Hisreport is annexed herewith as Annexure-1.
The report does not contain any qualification reservation or adverse remark.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Managements Discussion and Analysis Report for the year under review asstipulated under Schedule V of SEBI (LODR) Regulations 2015 is presented in Annexure-2.
19. 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-4.
20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIESACT 2013
Extract of Annual return of the Company is annexed herewith as an Annexure-5 to thisreport.
21. 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.
22. 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.
23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 6 (six) 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.
24. 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. 7 to the Financial Statements.
25. 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.
26. 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 cant achieve success. Higher therisk maximum the return. Therefore your directors keep a close watch on the risk proneareas and take actions from time to time. The policy of the Company is to comply withstatutory requirements 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.
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 March2017 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 2017 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.
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. 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.
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/- ||SD/- |
|DATED:30th June 2017 ||(Shabir Memon) ||(Sudhir Dixit) |
|PLACE: Raipur (C. G.) ||Managing Director ||Director & CFO |
| ||DIN 02023147 ||DIN 02023125 |