Ashoka Refineries Ltd Directors Report.

To the Members Ashoka Refineries Limited,

Raipur (C. G.) 492001,

Your Directors have pleasure in presenting the 29th Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st March, 2020.

1. FINANCIAL RESULTS:

Particulars 31st March, 2020 31st March, 2019
Operating Income 0.00 0.00
Other Income 13,46,624.00 8,20,149.00
Total Receipts: 13,46,624.00 8,20,149.00
Total Expenses 17,16,754.52 7,79,375.10
i Profit/ (Loss) Before Tax: (3,70,130.52) 40,773.90
Prior Period Expenses (10,600.00) 0.00
Tax Expenses 0 10,600.00
Profit/(Loss) for the period (3,59,530,52) 30,173.90
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. 13,46,624,00 under the head other income and incurred expenses for the year amounting to Rs. 17,16,754.52. The expenses occurred were high due to bad-debts incurred by the Company and also C0VID-19 has made drastic impact throughout the world and so has also affected the company, business was affected due to complete as well as partial lock down by the Government and limiting the resources available. When there is no earning; bearing of fixed costs becomes a challenge for a small company like us. Somehow the company has managed the staff and other necessary expense and is hopeful that the situation will become favourable in coming years.

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND

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

5. INDUSTRIAL RELATIONS:

The Company is not running any industry. The management & employer relations continue 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 whether relating 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 THE COMPANY

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

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate Internal Control System, commensurate with its size, scale and operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation was observed.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

11. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. The Company 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 the Companies Act, 2013 and the Rules made there under. As such there are no small depositors in 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 consecutive five years continues from thej^clusjgp d^the 26th Annual General Meetingofthq Cbmpany

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

14. AUDITORS OBSERVATION:

The Auditors Report for the year ended 31st March, 2020 does not contain any qualification, reservation or adverse remarks. The Auditors Report is enclosed with the 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 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, 2020.

iii. Retirement by Rotation

Mr, Mansoor Ahmed, a director of the Company shall retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has recommended his reappointment.

iv. Non-Executive Directors

• Mr. Ghanshyam Soni who was appointed as independent directors at the annual general meeting held on 26th September, 2016. Continues to act as Independent Director of the Company and has submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director.

• Mr. Ravi Kamra and Mrs. Satyawati Parashar who were appointed as Independent directors on 30th September, 2015 shall complete their 1st term of consecutive five years on 30th September, 2020. No event has occurred during the previous which has affected their independency and also they have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Ac. Therefore Nomination and Remuneration Committee has recommended their re-appointment for an another term of consecutive five years.

During the year, the nojfcp^cutive directors of the Company had no pecuniary relationship or transactions wrtlfihe Company.

b) Declaration by Directors under Section 184

Directors declare that no directors are disqualified from being appointed as Director of the Company under Section 184 of the Companies Act, 2013.

16. SHARE CAPITAL

Authorised Capital of the Company is Rs,3,75,00,000.00 divided into 37,50,000 equity shares of Rs.10,00 each farther the issued, paid-up and subscribed capital stands at Rs.3,40,19,000.00 divided into 34,01,900 equity shares of Rs.10.00 each. There have been no 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed Satish Batra & Associates LLP, a Practicing Company Secretary firm for conducting secretarial audit of the Company for the financial year 2019-20. His report 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 as stipulated under 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 an organisation is directed and controlled. It essentially involves balancing the interests of a companys stakeholders such as shareholders, senior management executives, customers, suppliers, financiers, the government, and the community. Company being listed on Bombay Stock Exchange and has duly entered into the Listing Agreement with the Stock exchange and had 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 of the SEBI (LODR), Regulations, 2015 are not applicable on your company as it is not having paid up capital exceeding rupees ten crore and net worth exceeding rupees twentv-fi^e crore. Therefore, it is not required Jo provide a seperate report on Corporate Governftace.

The Company has duly constituted Audit committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Committees are consituted as per the mandate of the Companies Act, 2013 in line with the Regulations of SEB1 (LODR) Regulations, 2015. The members of the Committees are duly complying with their roles 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 year with related parties. Form AOC-2 as required under the Companies (Accounts) Rules, 2014 is attached 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 annexed herewith as an Annexure-4 to this report and also a copy of Annual Return filed in MGT- 7 for 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 of Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are attracted.

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

23 CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no policy 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, 14th November, 2019 and on 13th February, 2020 during the year under review. Proper notices of the meeting were given to all the Directors and intimation were duly made to Stock Exchange 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 Section 186 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 Remuneration of Managerial Personnel Rules, 2014. no remuneration has been paid to any of the Directors of the Comnpany.

27. RISK MANAGEMENT POLICY

Risk Management is a very important part of business as it is an inherent part of any business unless and until a Company takes a risk cant achieve success, Higher the risk maximum the return. Therefore, your directors keep a close watch on the risk prone areas and take actions from time to time. The policy of the Company is to comply with statutory 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 is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties 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 respect to Directors Responsibility Statement, it is hereby confirmed:-

i. In the preparation of the annual accounts for the year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors have ensured that all applicable accounting policies are applied by them consistently and directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 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 the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared and continue to prepare the annual accounts on a going concern basis;

v. The directors had laid and continue to lay down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. The directors had devised and continue to devise proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and 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 cases related to harassment towards women at the workplace. Your director further state that during the year under review, there were no reported instances to the or by the Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

31. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributions made by employees of the company and cooperation extended by the bankers and all persons who have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in the company.

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