To the Members Ashoka Refineries Limited
Raipur (C. G.) 492001
Your Directors have pleasure in presenting the 28th Annual Report on thebusiness and operation of the Company together with audited statement of accounts for theyear ended on 31st March 2019.
1. FINANCIAL RESULTS:
|Particulars ||31st March 2019 ||31st March 2018 |
|Operating Income ||0.00 ||0.00 |
|Other Income ||820149.00 ||618654.00 |
|Total Receipts: ||820149.00 ||618654.00 |
|Total Expenses ||779375.10 ||710395.00 |
|Profit/ (Loss) Before Tax: ||40773.90 ||(91741.00) |
|Prior Period Expenses ||0.00 ||0.00 |
|Tax Expenses ||10600.00 ||0.00 |
|Profit/ (Loss) for the period : ||30173.90 ||(91741.00) |
|Earnings Per Share (in Rs.) ||0.01 ||(0.03) |
2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR
Your Directors regret to inform that Company could not generate any operating incomethis year also due to lack of good opportunities. Your directors are trying their best toexplore new avenues so that Company can generate revenue. Company has recorded an amountof Rs.820 149.00 under the head otlier income and managed its expenses for the yearamounting to Rs.779375.10 and generated a profit of Rs.30173.90.
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.
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 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. 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
M/s Agrawal Shukla & Co. Chartered Accountants (Finn registration number: 326151E)who were appointed in 26th Annual General Meeting for a period of consecutive five yearscontinues from the conclusion of the 26th Annual General Meeting of the Company till theconclusion of the 31" Annual General Meeting to be held in 2021-22 continues to holdthe office of Statutory' auditor and has also given their consent and eligibilitycertificate to act as Statutory' Auditors of the Company on a remuneration to be decidedby the Board of Director and the Auditor mutually.
14. AUDITORS OBSERVATION:
The Auditor's Report for the year ended 3T March 2019 does not contain anyqualification reservation or adverse remarks. The Auditors Report is enclosed with thefinancial statement in this Annual Report.
Mr. Ravi Kamra and Mrs. Satyawad Parashar were appointed as independent directors atthe annual general meeting of the Company held on 30th September 2015 and Mr. GhanshyamSoni was appointed as independent directors at the annual general meeting held on26thSeptember 2016. Pursuant to the provisions of section 149 of the Act they havesubmitted a declaration that each of them meets the criteria of independence as providedin section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as independent director.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
During the year under review Mr. Shabbir Menon resigned from the Board of Directors andMr. Surendra Singh Sandhu was appointed as Managing Director w.e.f 14th August 2018 whichwas subsequently approved by the members in 27th Annual General Meeting.
Mr. Tula Ram Sahu 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 re-appointment.
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 31 March 2019.
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. 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 a Practicing Company Secretary firmfor conducting secretarial audit of the Company for the financial year 2018-19. His reportis 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. 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 AQC-2 as required under the Companies (Accounts) Rules 2014 isattached as Annexure-3.
20. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIESACT. 2013
Extract of Annual return for the year 2018.-19 (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.
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 Notes 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 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 theCompany is to keep insured all insurable assets to keep them adequately insured againstrisks and uncertainties 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 3T March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto 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 at31st March 2019 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 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.
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.
Astuka Refineries Limited Ashoka Refineries Limited
| ||(Surendra Singh Sandhu) ||(Tulsi Ram Sahu) |
|DATED: 14/08/2019 ||Managing Director ||Director & CFO |
|PLACE: Raipur (C. G.) ||DIN 05173140 ||DIN 01395347 |