Ashoka Refineries Ltd Directors Report.

To

the Members

Ashoka Refineries Limited,

Raipur (C. G.) 492001,

Your Directors have pleasure in presenting the 30th Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st March, 2021.

1. FINANCIAL RESULTS:

Particulars 31st March, 2021 31st March, 2020
Operating Income 74,54,432.89 0
Other Income 2,26,649.65 13,46,624.00
Total Receipts: 76,81,082.54 13,46,624.00
Total Expenses 75,99,252.07 17,16,754.52
Profit/ (Loss) Before Tax: 81,830.47 (3,70,130.52)
Prior Period Expenses 0 (10,600.00)
Tax Expenses 0 0
Current Tax 13,260.00 0
Less: MAT Credit Entitlement 13,260.00 0
Profit/ (Loss) for the period : 81,830.47 (3,59,530.52)
Other comprehensive income 12,55,099.00 34,41,636.00
Total Comprehensive Income for the period 13,36,929.47 30,82,105.48

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

During the year under review, Your Company has started a new line of business and is happy to inform that despite ongoing Covid-19 scenario it has managed to record a turnover of Rs.74.54 Lakhs and incurred expenses of Rs.75.99 Lakhs for the year. Lock and unlock has hampered the business to a lot of extent but Company is determined to fight the circumstances with what all resources are available to it.

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND

Your directors regret that in view of inadequate profits, they are not in a position to recommend any dividend 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. AUDITORS

• STATUTORY AUDITORS

M/s Agrawal Shukla & Co., Chartered Accountants (Firm registration number: 326151E) who were appointed in 26th Annual General Meeting for a period of consecutive five years continues from the conclusion of the 26th Annual General Meeting of the Company 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.

• 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 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.

14. AUDITORS OBSERVATION/REMARKS:

• STATUTORY AUDITOR

The Auditors Report for the year ended 31st March, 2021 does not contain any qualification, reservation or adverse remarks hence require no further comment or explanation.

• SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2020-21 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

15. Directors

a) Appointment/Re-Appointment/Ceassation

There is no change in the Executive Directors of the Company. 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, 2021.

i. Director Retiring by Rotation

In accordance with provisions of the act and in terms of Articles of Association of the Company Mr. Tulsiram Sahu, 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

In accordance with Sections 149, 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 and in accordance with Articles of Association of the Company, Mr. Aditya Sharma was appointed as an Additional Non-Executive Independent Director of the Company, w. e. f. 28th June, 2021 and he shall hold the office upto the date of ensuing Annual General Meeting. The Board recommends appointment of Mr. Aditya Sharma as a Non-Executive Independent Director of the Company for a period of 5 (five) years for approval of the members at the ensuing Annual General Meeting. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

iii. Cessation

Mr. Ghanshyam Soni Non-Executive Independent director has resigned from the Board W. e. f. 28th June, 2021 and also submitted a declaration that his resignation was tendered due to his personal reasons and there being no other material reason behind the same.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company except the sitting fees.

b) Declaration by Directors under Section 164

Directors declare that no directors are disqualified from being appointed as Director of the Company under Section 164 of the Companies Act, 2013.

16. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravi Kamra and Mrs. Satyawati Parashar continue to be on the Board as Independent directors who were duly re-appointed on 28th September, 2020 for a second term of consecutive five years. No event has occurred during the previous year which has affected their independency and also they have further submitted a declaration to the effect that each of them meets the criteria of independence as provided in section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. 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 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.

18. 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.

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 twenty five crore. Therefore, it is not required to provide a seperate report on Corporate Governnace.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company had not entered into any contract / arrangement / transaction with related parties 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.

21. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT- 2013

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at http: / / www.ashokarefineries.com/.

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 5 (five) 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.

25. BOARD COMMITTEES & ITS MEETINGS

(A) COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors of your Company as on March 31st 2021 consisted of 6 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 Regulation 17 of SEBI (LODR) Regulation, 2015.

ATTENDANCE
SR. Date NO. Of Board Meeting Surendra Singh Sandhu Tulsi Ram Sahu Mansoor Ahmed Ravi Kamra Satyawati Parashar Ghanshya m Soni
M. D. Director & CFO Director NonExecutive Independe nt Director Non Executive Women Independent Director NonExecutive Independe nt Director
1. 17th Jul2020
2. 2nd Sep2020 x x
3. 14th Sep2020 x
4. 6th Nov"2020 x x
5. 12th Feb2021

(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. The Company Secretary, Mrs. Ruppal Padhiar acts as the Secretary to the Committee.

• 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.

ATTENDANCE
SR. NO. Date Of Meeting Ravi Kamra (Chairman) Tulsi Ram Sahu Satyawati Parashar
Non-Executive Independent Director Director & CFO Non-Executive Women Independent Director
1. 17th Jul2020
2. 14th Sep2020
3. 6th Nov"2020
4. 12th Feb2021

Chairman of Audit Committee was duly present at 29th 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 following the good governance in line with Regulation 19 of the SEBI (LODR), Regulations 2015. The committee consists of all non-executive Independent Directors. It is working under the Chairmanship of Shri Ravi Kamra along with Smt. Satyawati Parashar and Mr. Ghanshyam Soni as members of the committee.

The Committee has been formed to review and recommend the remuneration policy of the Company and to recommend the revision in salary structure of Directors. During the year, the sub-committee met on 17th July, 2020 with full attendance of all the members and decided that due to slow growth in Industries and low profits whole-time directors, directors should not draw any remuneration except sitting fees to Independent Directors and also recommended appointments/re-appointments of Directors and other Key Managerial Personnel.

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

• STAKEHOLDERS RELATIONSHIP COMMITTEE.

Stakeholders Relationship Committee continued to work under the Chairmanship of Shri Ravi Kamra, a non-executive independent director with Shri Tulsi Ram Sahu and Shri Mansoor Ahmed executive directors as members of the Committee. In the Financial year under review, Committee met as and when required and has resolved the issues. No investors grievances are pending as on date of the Report.

26. 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.

27. DISCLOSURE OF REMUNERATION

As per 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 Company. The Statement showing the names and other particulars of the employees of the Company as required under Rule 5 (2 &3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished since none of the employees of the Company has received remuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2) during the Financial Year 2020-21

28. 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.

29. 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, 2021, 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, 2021 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.

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. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) 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 Chief Financial Officer, Company Secretary 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.

32. 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.

33. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no applications made during the financial year 2020-21 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

34. 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
DATED: 11/08/2021 (Surendra Singh Sandhu) (Tulsi Ram Sahu)
PLACE: Raipur (C. G.) Managing Director Director & CFO DIN 05173140 DIN 01395347