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Asian Petroproducts & Exports Ltd.

BSE: 524434 Sector: Industrials
NSE: N.A. ISIN Code: INE810M01019
BSE 00:00 | 19 Jan 38.00 0.10
(0.26%)
OPEN

39.75

HIGH

39.75

LOW

36.05

NSE 05:30 | 01 Jan Asian Petroproducts & Exports Ltd
OPEN 39.75
PREVIOUS CLOSE 37.90
VOLUME 2045
52-Week high 93.35
52-Week low 2.62
P/E 102.70
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.75
CLOSE 37.90
VOLUME 2045
52-Week high 93.35
52-Week low 2.62
P/E 102.70
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Petroproducts & Exports Ltd. (ASIANPETROPROD) - Director Report

Company director report

To

The Members of Asian Petroproducts and Exports Limited

Your Directors have pleasure in presenting their 28th Annual Report on the Business andOperations of the Company and the accounts for the Financial Year ended March 31 2020.

1 . FINANCIAL HIGHLIGHTS

The financial performance of your Company:

PARTICULARS For the year ended For the year ended
31.03.2020 31.03.2019
Amount (In Rupees) Amount (In Rupees)
Revenue from operations
Other Income
Total Revenue 95970098
Total expenditure 97775581 9800384
Profit/Loss before Tax
Current Tax 0
Deferred Tax 0
Earlier Year Tax 0
Profit/ (Loss) for the year
Basic & diluted Earnings Per Share (in Rs.)

2. REVIEW OF OPERATION

The Company is mainly engaged into Trading Activities. During the year under reviewtotal revenues for the year Rs. 95.97 Lakhs as compared to Rs. Rs. 69.96 lakhs previousyear. However the company has incurred a Loss of Rs. 18.05 Lakhs for the current year.

3. DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March 2020.

4. RESERVES

Since the company has suffered losses during the year under review your Board ofDirectors expresses their inability to carry any amount to reserves.

5. PUBLIC DEPOSITS

The Company has not accepted any Deposits from the Public during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of the report.

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 except those which have been appropriately challenged before thejudiciary and no impact on going concern status and Company's operation in future of suchmatters are expected or visualised at the current stage at which they are.

8. Details in respect of adequacy of Internal Financial Controls with referenceto the Financial Statements.

Your Company has an internal Control System which commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function lieswith the Audit Committee of Directors. The Audit Committee monitors and evaluates theefficacy and adequacy of internal control systems accounting procedures and policies. TheCompany has appointed Internal Auditors from the Financial Year 2020-21.

9. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :–

The Company has no Subsidiary/Joint Venture/Associate Company and hence consolidationand applicable provision of the Companies Act 2013 and Rules made there under are notapplicable to the Company.

10.DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Reappointment / Cessation of Directors & Key Managerial Personnel

All the Independent Directors have given declaration to the Company stating theirIndependence pursuant to Section 149 (6) of the Companies Act 2013 and Declaration underRegulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations 2015 and therehas been no change in the circumstances which may affect their status as IndependentDirectors during the year. During the period under review Mr. Pradeep Kumar Sharma (DIN:01986233) has resigned from the Directorship of the Company due to completion of histenure. All the Directors of the Company have confirmed that they are not disqualifiedfrom being appointed as Directors in terms of Section 164 of the Companies Act 2013. Theratio of the remuneration of each Director to the median remuneration of the employees ofthe company for the Financial Year is not applicable as the Directors are not paid anysalary.

11.BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board carried out an annual performance evaluation of the Board itsCommittees Individual Director and Chairperson. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

12.NUMBER OF MEETINGS

During the year under review Seven (07) Board Meetings and Four (04) Audit CommitteeMeetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosuresRequirements) Regulation 2015. Further the composition and terms of reference of AuditCommittee and other Committees are given in the Corporate Governance Report.

13. AUDITORS

A. Statutory Auditors

R H A D (formarly known as M/s. Dinesh Bangar & Co.) Chartered Accountants Mumbai(Firm Regn. No. 102588W) were appointed as the Statutory Auditors of the Company from theconclusion of 25th Annual General Meeting (AGM) till the conclusion of 28th Annual GeneralMeeting i.e. for a period of five years (subject to ratification of the appointment by themembers at every AGM). The Board has recommend the appointment of appointed a M/s. DBS& Associates Chartered Accountants Mumbai (FRN: 081627N) as the Statutory Auditorsof the company subject to the approval of Shareholders at the forthcoming Annual GeneralMeeting for a period of five years from the conclusion of forthcoming AGM in place ofthe existing Statutory Auditor M/s. RHAD & Co. Chartered Accountants of the Company.The aforesaid change in the Statutory Auditor of the Company is in compliance withrequirements of Section 139 of Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Roy Jacob & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditors is annexedherewith as Annexure I. The Report does not contain any qualification reservationor adverse remark or disclaimer.

14. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company has been following the principles and practices of good CorporateGovernance and has ensured compliance of the requirements stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A detailed report onCorporate Governance with Auditors' Certificate thereon and Management Discussion andAnalysis are given in Annexure III and Annexure V forming part of this Report.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a "Vigil Mechanism Policy" for DirectorsEmployees and Stakeholders to report the genuine concerns. Policy is available on thewebsite of the Company at the web-link http://asianpetro.org/report/applVMP.docx

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 (Act) readwith Rule 5 (2) and 5(3) of the Companies Act 2013 (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there is no employee drawing remuneration in excess ofthe limits set out in the said Rules and other details as required under Section 197(12)of the Act read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given in Annexure forming part of thisReport. During the period under review there are 6 permanent employees of the Company.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on 31st July 2020 has accordedomnibus approval to execute transactions with related parties up to the value of Rs. 50lakhs. During the Financial Year the transactions entered into by the Company withRelated Parties were in the ordinary course of business at arm's length price and withinthe omnibus approval granted by the Audit Committee. The Company has not entered intocontracts / arrangements / transactions with Related Parties which could be consideredmaterial in accordance with Section 188 of the Act read with the Companies (Meetings ofBoard and its Powers) Rules 2014 and the Policy of the Company on Related PartyTransactions.

Thus disclosure in Form AOC-2 is provided in Annexure IV. However thedisclosure of transactions with related party for the year as per Accounting Standard-18Related Party Disclosures is given in Note no. 22 in Notes to Financial Statements to theBalance Sheet as on 31st March 2020. The company has received the Loan from Directors andtheir Relatives. The details of the transactions entered with Related Parties arementioned in the Notes to Financial Statements.

18. LISTING REGULATIONS COMPLIANCE

Your Company's Equity Shares are listed on BSE Ltd. and listing fees for the FinancialYears 2019-20 have been paid and the provisions of the SEBI (Listing Obligation andDisclosures Requirement) Regulations 2015 have been complied with.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given inAnnexure II forming part of this Report.

20. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items since there were no transactions in these matters and/or they are notapplicable to the Company during the year under review: 1. Details relating to depositscovered under Chapter V of the Act. 2. Issue of equity shares with differential rights asto dividend voting or otherwise. 3. Issue of shares (including sweat equity shares) toemployees of the Company under ESOS. 4. No significant or material orders were passed bythe Regulators / Courts or Tribunals which would impact the going concern status of theCompany and its future operations. 5. No fraud has been reported by the Auditors to theAudit Committee or the Board.

21. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards on Board Meetings (SS-1) andon General Meetings (SS-2) have been duly followed by the Company.

22. SHARE CAPITAL

The Paid up capital of the company is Rs.53000000. The Company has not listed EquityShares either with or without differential rights during the F.Y. 2019-2020 and hence thedisclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capitaland Debentures) Rules 2014 are not applicable.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm and state that -

i) In the preparation of the Annual Accounts for the Financial Year ended 31st March2020 the applicable Accounting Standards have been followed; ii) the Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2020 and of the loss of the Company for theyear ended on that date; iii) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv) the Directors have prepared the Annual Accounts on a goingconcern basis; v) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and vi) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:-

The Company does not belong to the category of power intensive industries and henceconsumption of power is not significant. However the management is aware of theimportance of conservation of energy and also reviews from time to time the measurestaken/ to be taken for reduction of consumption of energy.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:-

There has been no change in the structure of the Investments made or Loans given orGuarantees provided in respect of such loans during the year under review.

26. MANAGEMENT REPLY AGAINST NON COMPLIANCE REPORTED BY THE AUDITOR

1. The review of the Statutory Auditor on the Financial Statements are: A. There iserosion in the net worth of the company.

B. Current liabilities are far in excess to current assets. C. Company is incurringcash losses for last many years.

D. Overall liabilities are far in excess to total assets of the company.

Reply- The Company is making Losses and with the infusion of funds from the PromoterGroup is able manage and sustain. Because of the infusion of Funds the Liability of theCompany has increased to than Assets. However the Company is working towards revival andits development. The Management is hopeful and confident that in future the Company willprosper with diversification of Business Activities.

2. The review of the Secretarial Auditor: Company didn't follow the Rule 4 of Companies(Indian Accounting Standards) Rules 2015 while preparing its financial statement for thefinancial year 2018-19.

Reply- The Company has adopted IND AS from the Financial Year 2019-20

3. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulation 2015.

In terms of Clause 47 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 company had issued public notices about the Board meetings only inregional language Gujarati. However Company had published notice of General Meetings inboth English and regional language news papers

The company has published copy of the financial results which were submitted to thestock exchange only in daily newspaper published in the regional language Gujarati

Reply- The Company has published all the Notices and Results in the Regional languageNewspaper and will publish the same in the English Newspaper also.

27. ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the Government of IndiaGovernment of Gujarat Financial Institutions Insurance Companies Banks other businessassociates Promoters Shareholders and employees of the Company for their continuedsupport. The Directors also gratefully acknowledge all stakeholders of the Company viz.:customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitments and continuedcontribution to the Company.

For and on behalf of the Board
Sd/-
(Mr. J K Chaturvedi)
Place: VADODARA Managing Director
Date : 27.08.2020

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