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 |
+91-9892691696
