Asian Petroprod. Director Discussions


To,

The Members of

Asian Petroproducts and Exports Limited,

Your Directors have pleasure in presenting their 31st Annual Report on the Business and Operations of the Company and the accounts for the Financial Year ended March 31, 2023.

At the outset, our best wishes for your safe health and those of your dear ones. COVID-19 pandemic has caused enormous disruption to human lives. During these unprecedented and uncertain times, your Companys immediate priorities have been to:

(a) Safeguard health, safety and well-being of our employees and of communities around.

(b) to initiate effective measures towards rebooting of our operations and thus ensuring business continuity. Covid-19 has not just affected human health; it has caused devastating impact on the economy, disruptedsupplychainsandastheleftalong-termshadowofuncertaintyonsocietyingeneral.

(c) As ever, adversities test every organizations resilience and true strength-At Asian, we have taken every possible measure to emerge stronger post the current crisis.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company:

(Amount in Rupees)
PARTICULARS For the year ended 31.03.2023 For the year ended 31.03.2022
Revenue from operations 16,66,38,259 34,69,252
Other Income 27,63,720 20,42,152
Total Revenue 16,94,01,979 55,11,401
Total expenditure 16,79,37,461 84,62,704
Profit/Loss before Tax 14,64,517 (29,51,300)
Current Tax 3,66,129 0
Deferred Tax 0 0
Earlier Year Tax 0 0
Profit/ (Loss) for the year 10,99,388 (29,51,300)
Basic & diluted Earnings Per Share (in Rs.) 0.14 (0.43)

2. REVIEW OF OPERATION

The Company is mainly engaged into Trading Activities. During the year under review, total revenues for the year Rs. 1694.02 Lakhs as compared to Rs. 55.11 lakhs previous year. However, the company has made a profit of Rs. 10.99 Lakhs for the current year.

3. DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2023.

4. RESERVES

Since, the company has suffered losses during the year under review; your Board of Directors 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 financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

7. 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 except those which have been appropriately challenged before the judiciary and no impact on going concern status and Companys operation in future of such matters are expected or visualised at the current stage at which they are.

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

Your Company has an internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function lies with the Audit Committee of Directors. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

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

The Company has no Subsidiary/Joint Venture/Associate Company and hence consolidation and applicable provision of the Companies Act, 2013 and Rules made there under are not applicable to the Company.

10. DECLARATIONS FROM INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Reappointment / Cessation of Directors & Key Managerial Personnel

All the Independent Directors have given declaration to the Company stating their Independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

During the period under Review, Mr. Devindersingh Bhumra was appointed as an Independent Director of the Company and Dr. Rajendra Kumar Singhal was resigned because of his pre-occupacy.

In accordance with the provision of the Act and rules made there under Mr. Siddharth Chaturvedi, retires by rotation at the 31st Annual General Meeting and being eligible offers himself for reappointment.

12. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Director and Chairperson. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. DISCLOSURE OF REMUNERATION PAID TO DIRECTORS

The detail of remuneration paid to the Directors is given in the Report on Corporate Governance.

14. NUMBER OF MEETINGS

During the year under review, Nine (09) Board Meetings and Four (04) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulation 2015. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

15. AUDITORS

A. Statutory Auditors

M/s. DBS & Associates, Chartered Accountants, Mumbai (FRN: 081627N) has appointed as the Statutory Auditors of the company, for a period of five years, from the conclusion of 28thAGM till the conclusion of 33rd AGM of the Company.

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 has appointed M/s. Roy Jacob & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed herewith as Annexure I. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

C. Internal Auditor

Your Company has appointed M/s. S K Mundra & Associates, Chartered Accountants, Mumbai as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

16. C0RP0RATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

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

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

18. INSIDER TRADING - CODE OF CONDUCT

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code clearly specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only when the Trading Window is open.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and 5(3) of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the 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 Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV forming part of this Report.

A Statement of the details of employees covered under Rule 5(2) of the aforesaid Rules is provided in the Annual Report. The Annual Report is being sent excluding the aforesaid information. Such particulars will be furnished to any shareholder on a specific request made in writing by the shareholder.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on 14th February, 2023 has accorded omnibus approval to execute transactions with related parties up to the value of Rs. 50 lakhs. During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arms length price and within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party Transactions.

The Policy on Related Party Transactions of the Company is uploaded on the Companys website at the web-link: http://asianpetro.org/wp-content/uploads/2020/10/RELATED-PARTY-TRANSACTION-POLICY.pdf

The Audit Committee reviews all related party transactions quarterly.

The disclosure in Form AOC-2 is not required as no contract was executed in the period under review. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 22 in Notes to Financial Statements to the Balance Sheet as on 31st March, 2023.

The company has received the Loan from Directors and their Relatives. The details of the transactions entered with Related Parties are mentioned in the Notes to Financial Statements.

21. LISTING REGULATIONS COMPLIANCE

Your Companys Equity Shares are listed on BSE Ltd. and listing fees for the Financial Years 2022-23 have been paid and the provisions of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 have been complied with.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company www.asianpetro.org.

23. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOS.

4. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

24. SECRETARIAL STANDARDS

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

25. SHARE CAPITAL

The Paid up capital of the company is Rs. 8,66,75,000. During the year under review, the Company has converted 7,75,500 Warrants allotted to the Promoter and Promoter Group. The Company has also converted 9,70,000 warrants on 13th April,2023. The Company has not listed Equity Shares either with or without differential rights during the F.Y. 2022-23 and hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not applicable.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, 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 March, 2023, the applicable Accounting Standards have been followed;

ii) the Directors had selected such accounting policies and applied them consistently and 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 loss of the Company for the year ended on that date;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

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

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

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

29. MANAGEMENT REPLY AGAINST NON COMPLIANCE REPORTED BY THE AUDITOR

1. The review of the Statutory Auditor on the Financial Statements are:

A. There is erosion in the net worth of the company.

B. The Company has not complied with the TDS provisions of the Income Tax Act.

C. The Company has not complied with provision of Ind AS- 119 for employee benefits Reply- The Company is making Losses and with the infusion of funds from the Promoter Group is able manage and sustain. However the Company is working towards its development.

The Management is hopeful and confident that in future the Company will prosper with diversification of Business Activities.

Looking to the fair accounting Policy, the Company will comply with the applicable provisions in the due course.

30. REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The provisions of the Sections are not applicable to the Company. Hence, the Company has not prepared any committee for the prevention of Sexual Harassment of Women at Work Place.

31. Change in the nature of Business: There is no change in the nature of business during the year under review

32. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review - Not Applicable

33. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions - Not Applicable

35. ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholders and employees of the Company for their continued support. The Directors also gratefully acknowledge all stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitments and continued contribution to the Company.

For and on behalf of the Board
Sd/-
(Mr. J K Chaturvedi)
Place: VADODARA Managing Director
Date : 14.08.2023