ashoka refineries ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting the 32ND Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st March, 2023.

1. FINANCIAL RESULTS:

(In Lakhs)
Particulars 31st March, 2023 31st March, 2022
Operating Income 190.59 231.35
Other Income 3.53 2.87
Total Receipts: 194.12 234.22
Total Expenses 183.15 215.72
Profit/ (Loss) Before Tax: 10.97 18.49
Prior Period Expenses - 0.12
Tax Expenses 0 0
Current Tax 2.12 0
Less: MAT Credit Entitlement 0 0
Profit/ (Loss) for the period: 8.86 18.38
Other comprehensive income 22.58 27.40
Total Comprehensive Income for the period 31.44 45.78

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

During the year under review your company has recorded a turnover of Rs. 1.90 Crores as compared to Rs. 2.31 crores and a net profit of Rs. 8.86 Lakhs as compared to Rs. 18.38 Lakhs. Your directors are making continuous efforts and are hopeful that growth shall continue in the current year barring any unforeseen circumstances.

3. TRANSFER TO RESERVES

The Board have not proposed to transfer any amount to any Reserve, Therefore, the entire profit of incurred during the year is proposed to be retained in Profit & Loss Account.

4. DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended 31st March 2023 in order to conserve resources for future development.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of business of the Company.

6. 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. The ISIN of the Equity shares of company is INE760M01016.

7. 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 and from the end of year till date of this report.

8. 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 Auditor 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.

9. 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.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Company does not have any Subsidiary, Joint venture or Associate Company. The Company is also not a subsidiary of any other company.

11. DEPOSITS:

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding and/or overdue deposits as at 31st March, 2023.

12. AUDITORS

? STATUTORY AUDITORS

M/s Agrawal Shukla & Co., Chartered Accountants (Firm registration number: 326151E) who were re-appointed (second term) in 31st Annual General Meeting for a period of consecutive five years continues from the conclusion of the 31st Annual General Meeting of the Company till the conclusion of the 36th Annual General Meeting to be held in 2027-28.

? SECRETARIAL AUDIT

During the Financial Year 2022-23 M/s. Gurminder Dhami & Associates resigned as the Secretarial Auditor of the Company. 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 in its Board meeting held on 11th February, 2023 had appointed M/s. G Soni & Associates, a Practicing Company Secretary firm 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 of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) nor required to maintain cost records during the year under review.

13. AUDITORS OBSERVATION/REMARKS:

? STATUTORY AUDITOR

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

? SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2022-23 is annexed herewith as ANNEXURE-1. The report does not contain any qualification, reservation or adverse remark.

? FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

14. Directors and Key Managerial Personnel a) Appointment/Re-Appointment/Cessation

As on 31st March, 2023, the Board of your Company comprises six directors including three independent directors out of which one is a woman director.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Surendra Singh Sandhu (Managing Director); Mr. Tulsiram Sahu (Chief Financial Officer) and Mrs. Garima Mogha (Company Secretary) as on 31st March, 2023.

i. Director Retiring by Rotation

In accordance with provisions of the act and in terms of Articles of Association of the Company Mr. Mansoor Ahmed, a director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board of Directors has recommended his re-appointment for the consideration of the shareholders.

ii. Appointment & Cessation

During the period under review, Board approved the resignation of Mrs. Ruppal Mishra (Formerly Ruppal Padhiar) as the company secretary and approved the appointment of Mrs. Garima Mogha in the Board meeting held on 11/02/2023.

b) Declaration by Directors under Section 164

As per the Declarations received from the Directors of the company, no directors are disqualified from being appointed as Director of the Company under Section 164 of the Companies Act, 2013.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravi Kamra, Mrs. Satyawati Parashar and Mr. Aditya Sharma continue to be on the Board as Independent directors. The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.

Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

16. SHARE CAPITAL

Authorised Capital of the Company is Rs.3,75,00,000/- divided into 37,50,000 equity shares of Rs.10.00 each further 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. MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review as stipulated under Schedule

V of SEBI (LODR) Regulations, 2015 is presented in ANNEXURE-2.

18. 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, 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.

Regulation 17 to 27 and clauses (b) to (i) and (t) 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 twenty five crore. Therefore, it is not required to provide a separate report on Corporate Governance.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract/arrangement/transaction with related parties and therefore which could be considered material or which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Therefore, AOC-2 is not required to be annexed with the report. Further details of transactions considered as related party transactions in terms of applicable accounting standards are disclosed in the notes to the financial statements.

20. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2023, the Annual Return of your Company is disclosed on the website of the Company http://www.ashokarefineries.com/.

21. CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO: (A) Conservation of Energy Not Applicable

(B) Technology Absorption

(i) Efforts made towards technology absorption: Not Applicable

(ii) Benefit derived like product improvement, cost reduction, Product development or import substitution: Not Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) The details of technology absorption: Not Applicable

(b) The year of import: Not Applicable

c) Whether the technology been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: Not Applicable

(e) The expenditure incurred on Research and Development: Not Applicable

(C) Foreign Exchange earnings and outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign Exchange outgo during the year in terms of actual outflows: NIL

22. 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.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times 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.

24. BOARD COMMITTEES & ITS MEETINGS (A) COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors of your Company as on 31st March, 2023 consisted of Six Directors with varied experience in different areas. The composition of the Board is in conformity with provisions of Section 149 of the Companies Act, 2013 and also in line with applicable provisions of SEBI (LODR) Regulation, 2015.

SR. NO. Date Of Board Meeting Surendra Singh Sandhu Tulsi Ram Sahu Mansoor Ahmed Ravi Kamra Satyawati Parashar Aditya Sharma
M. D. Director & CFO Director NEID NEID NEID
1. 28/05/2022 v v v v v v
2. 09/08/2022 v v v v v v
3. 12/11/2022 v v v v v -
4. 11/02/2023 v v v v v v

M. D. = Managing Director, NEID = Non-executive Independent Director, D= Director

(B) COMPOSITION OF COMMITTEES

The Company has duly constituted the required Committees as per the mandate of the Companies 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 duly complying with their roles and responsibilities as prescribed under the Act and Regulations from time to time.

? AUDIT COMMITTEE

It comprises of three members who duly met four times, discussed and recommended the required agenda to the Board. During the year under review there being no item which was not considered by the Board recommended by the Audit committee. The members of the Audit committee are as follows:

1. Ravi Kamra, Independent Director, Chairman 2. Tulsi Ram Sahu, Executive Director, Member 3. Satyawati Parashar, Independent Director, Member

SR. NO. Date of Meeting Ravi Kamra (Chairman) ATTENDANCE Tulsi Ram Sahu Satyawati Parashar
Non-Executive Independent Director Director & CFO Non-Executive Women Independent Director
1. 28/05/2022 v v v
2. 09/08/2022 v v v
3. 12/11/2023 v v v
4. 11/02/2023 v v v

Chairman of Audit Committee was duly present at 31st Annual General Meeting of the Company to address the shareholders.

? NOMINATION & REMUNERATION COMMITTEE

Your Company has duly constituted Nomination & Remuneration Committee. The composition of the Nomination & Remuneration Committee is as per the mandate of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (LODR), Regulations 2015. The committee consists of all non-executive Independent Directors. The members of the Nomination & Remuneration Committee are as follows:

1. Mr. Satyawati Parashar Independent Director 2. Mr. Aditya Sharma Independent Director 3. Mr. Ravi Kamra Independent Director

During the year, the committee met on 11th February 2023 with full attendance of all the members.

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

? STAKEHOLDERS RELATIONSHIP COMMITTEE.

The company has a duly constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013. The Committee consists of following members:

Shri Ravi Kamra, Independent Director

Shri Tulsi Ram Sahu, Director & CFO Shri Surendra Singh Sandhu , Managing Director

This Committee is primarily responsible to review all matters connected with the Companys Transfer / transmission of securities and redressal of shareholders / investors / security holders complaints.

The Committee met on 3rd March, 2023 during the year under review and all the members attended the meeting.

25. PARTICULARS 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. Your Company has not extended corporate guarantee on behalf of any other Company.

26. DISCLOSURE OF REMUNERATION

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as ANNEXURE 3 to the Boards Report.

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules. However, no remuneration has been paid to any of the employees of the Company in excess of the prescribed limits.

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. Therefore, your directors keep a close watch on the risk prone areas and take appropriate 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 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. However, the Company does not have any insurable assets during the period under review.

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, 2023, 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, 2023 and of the profit and loss of the Company for that period;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the accounts for the financial year ended 31st March, 2023 have been prepared on a

going concern basis;

v. That internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

vi. That proper system to ensure compliance with the provisions of all applicable laws are in place and was adequate and operating effectively.

29. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company during the year under review had less than 10 employees and thus the requirement of constitution of internal complaints committee under the provisions of Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. Further, no complaint for sexual harassment has been received / pending during the year. Thus, reporting to the district officer under Section 22 of the said act of cases filed, pending and disposed does not apply.

30. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors as well as the evaluation of the working of its Board Committees. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board.

32. COMPANYS WEBSITE

Your Company has its fully functional website https://www.ashokarefineries.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, rules made thereunder and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

33. COMPLIANCES WITH SECRETARIAL STANDARDS

The Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

34. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, your

Company has formulated and adopted "Code of Conduct for Regulating & Reporting Trading by Insiders and For Fair Disclosure, 2015". The said Code of Conduct is uploaded on the website of the

Company at https://www.ashokarefineries.com/.

35. OTHER DISCLOSURES a. There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016. b. The Company has not carried out any valuation during the year and not settled any amount as one time settlement and further not carried any valuation at the time of taking loan from the bank or financial institution.

36. 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

Ashoka Refineries Limited

SD/- SD/-
Dated: 10th August, 2023

(Surendra Singh Sandhu)

(Tulsi Ram Sahu)
Place: Raipur (C.G.) Managing Director Director & CFO

DIN 05173140

DIN 01395347