Dear Members,
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Your Directors have pleasure in presenting the 33rd Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR
In the fiscal year under review, our company reported a turnover of Rs. 148.21 Lakhs, a decrease from the previous year's turnover. This reduction highlights the challenging market conditions and the obstacles we faced. Additionally, the company incurred a net profit of Rs. 01.69 Lakhs, contrasting with the net results of the prior year, indicating that our profitability has been adversely affected. Despite these setbacks, the Board of Directors is actively implementing strategic initiatives to drive growth. They remain optimistic that, barring any unforeseen circumstances, the company's performance will improve in the current year. The directors are committed to navigating through these challenges and are confident that their ongoing efforts will pave the way for sustained growth and recovery.
3. TRANSFER TO RESERVES
The Board has decided not to propose transferring any amount to reserves. Consequently, the entire profit for the year will remain in the Profit & Loss Account.
4. DIVIDEND
The Board of Directors does not recommend any dividend for the financial year ended 31st March 2024 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 COMPANY'S OPERATIONS IN FUTURE
There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's 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. were appointed for their second term as the Statutory Auditors of the Company in the 31st Annual General meeting for term of 5 years till the conclusion of 36th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors.
However, they have tendered their resignation to act as the Statutory auditors of the Company with effect from July 22, 2024.
To fill up this casual vacancy, the Board of Directors in its meeting held on August 20, 2024 have approved the appointment of M/s Batra Deepak & Associates, Chartered Accountants (Firm
Registration No.: 005408C) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary resolutions have been put in the ensuing Annual General Meeting for getting approval of shareholders for appointment done in casual vacancy and also for further appointment for the term of 5 years from the conclusion of Annual General Meeting.
• 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 in its Board meeting held on 20th May, 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.
• INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 Uravashi Bhimani Patel, Chartered Accountants were appointed as Internal Auditors 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.
BOARD' REPLY TO THE REMARK OF AUDITOR'S OBSERVATION
This is reply to the remark mentioned under the report on other legal and regulatory requirements point no.1 (k).
1. The delay of 25 days in operating a feature of recording audit trail (edit log) facility was inadvertent and it was operated throughout the year for all relevant transactions recorded in the software.
2. The Board of Directors of company is committed to maintaining the highest standards of transparency, integrity and corporate governance. The board of directors determined after consultation with technical team that the anomaly was the result of a technical issue rather than deliberate tampering. Further the technical issue did not impact the accuracy of financial reporting. The integrity of financial statements remains intact.
The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as ANNEXURE-A. The report does not contain any qualification, reservation or adverse remark.
• FRAUDS REPORTED BY THE AUDITORS:
During the year under review, neither die Statutory Auditor nor die Secretarial Auditor has reported to die Audit Committee under Section 143(12) of die Companies Act 2013, any instances of die fraud committed by die Company, its officers and employees, die details of which would need to be mentioned in die Board Report.
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14 DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Appointment/Re-Appointment/Cessation
As on 31st March, 2024, 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 die Act, the key managerial personnel of the Company are Mr. Hifzul Rahim (Managing Director); Mr. Tulsiram Sahu (Chief Financial Officer) and Mrs. Garima Mogha (Company Secretary) as on 31st March, 2024.
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i. Director Retiring by Rotation
In accordance widi provisions of the act and in terms of Articles of Association of the Company Mr. Tulsi Ram Sahu, a director of the Company shall retire by rotation at die ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board of Directors has recommended his re-appointment for die consideration of the shareholders.
ii. Appointment & Cessation
During the period under review. Board of directors (a) took note of die resignation of Mr. Surendra Singh Sandliu effective from 20/11/2023 as the Director (b) approved the appointment of Mr. Hifzul Rahim as an additional director in the meeting held on 10/08/2023. Subsequently, his appointment was regularized as a director at the Annual General Meeting on 29/09/2023. Furtiiennore, he was appointed as die Managing Director of the company during die same General Meeting.
b) Declaration by Directors under Section 164
As per die Declarations received from die Directors of die 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 die Independent Directors of die 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 die Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.
Further, diey have included their names in the data bank of Independent Directors maintained widi the Indian Institute of Corporate Affairs in terms of Section 150 of die Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
16 SHARE CAPITAL
Audiorised Capital of the Company is Rs.3,75,00,000/- divided into 37,50,000 equity shares of Rs.10.00 each furdier die 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:
Management's Discussion and Analysis Report for the year under review as stipulated under Schedule V of SEBI (LODR) Regulations, 2015 is presented in ANNEXURE-B.
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 company's 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, 2013, 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 die 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 die 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 die 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 die Directors and intimation were duly made to Stock Exchange regardmg the conducting of the Board Meeting and its outcome.
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24 BOARD COMMITTEES & ITS MEETINGS
(A) COMPOSITION OF BOARD OF DIRECTORS
The Board of Directors of your Company as on 31st March, 2024 consisted of Six Directors with varied experience hi different areas. The composition of the Board is hi conformity witii provisions of Section 149 of die Companies Act, 2013 and also in line with applicable provisions of SEBI (LODR) Regulation, 2015.
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? 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 die mandate of the Companies Act, 2013 and are subsequently in line with die Regulations of SEBI (LODR) Regulations, 2015 hi view of good governance. The members of die Committees are duly complying widi then roles and responsibilities as prescribed under the Act and Regulations from time to time.
• AUDIT COMMITTEE
It comprises of tinee members who duly met four times, discussed and recommended die required agenda to the Board. Durhig die year under review there behig 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
Chairman of Audit Committee was duly present at 32nd Annual General Meeting of die Company to address die shareholders.
• NOMINATION & REMUNERATION COMMITTEE
Your Company has duly constituted Nomination & Remuneration Committee. The composition of the Nomination & Remuneration Committee is as per die mandate of Section 178 of die Companies Act 2013 and applicable provisions of the SEBI (LODR), Regulations 2015. The committee consists of all non-executive Independent Directors. The members of die Nomination & Remuneration Committee are as follows:
1. Mr. Ravi Kamra - Independent Director (Chairman)
2. Mr. Satyawati Parashar- Independent Director (Member)
3. Mr. Aditya Sliarma - Independent Director (Member)
During the year, die committee met on 10th August 2023 with full attendance of all the members.
The contents of the Nomination & Remuneration Policy can be found on website of the company www.ashokarefmeries.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:
Sliri Ravi Kamra, Independent Director-Chairman Sliri Tulsi Ram Sahu, Director & CFO -Member
Sliri Surendra Singh Sandliu, Managing Director (Resigned w.e.f20/11/2023)-Member Sri Hifzul Rahim-Member (Appointed w. e.f09/02/2024)
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This Committee is primarily responsible to review all matters connected with the Company's Transfer / transmission of securities and redressal of shareholder's / mvestor's / security holder's complaints.
• FINANCE AND INVESTMENT COMMITTEE
The company has a duly constituted Finance and Investment Committee under die provisions of Section 179 of Companies Act, 2013. The Committee consists of following members:
Sliri Mansoor Ahmed, Director- Chairman Sliri Ravi Kamra, Independent Director- Sliri Tulsi Ram Sahu, Director & CFO -Member
The committee was constituted on 20/05/2023 by the board of directors. The committee is primarily responsible to invest the surplus funds of the company.
25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees, and Investments covered under die 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 odier Company.
26 DISCLOSURE OF REMUNERATION
The information as per Section 197 read with Rule 5 of die Companies (Appointinent and Remuneration of Managerial Personnel) Rules, 2014 is appended as ANNEXURE C to die Board's Report.
As per Section 197(12) read witii Rule 5 of the Companies (Appointinent and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of die top ten employees and employees drawmg remuneration hi excess of the limits as provided in die said rules. However, no remuneration has been paid to any of the employees of the Company hi excess of die 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 can't 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 die risk of penalties and prosecutions.
The policy of the Company is to keep hisured all insurable assets to keep diem adequately insured agahist risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc. However, the Company does not have any insurable assets durhig the period under review.
28 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 134(5) of die Companies Act, 2013, widi respect to Directors' Responsibility Statement, it is hereby confirmed:-
i. In die preparation of die annual accounts for the year ended 31st March, 2024, die applicable accounting standards had been followed along widi proper explanation relating to material departures;
ii. The dhectors have ensured tiiat 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 fah view of the state of affairs of die company as at 31st March, 2024 and of die profit and loss of die Company for diat period;
iii. That proper and sufficient care has been taken for die maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding die assets of die Company and for preventing and detecting fraud and odier irregularities;
iv. That die accounts for die financial year ended 31st March, 2024 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 operatmg 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. COMPANY'S 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 http s ://www. ashokarefineries. com/.
35. OTHER DISCLOSURES
a. There are no applications made during the financial year 2023-24 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 tune settlement and further not carried any valuation at die time of taking loan from die bank or financial institution.
36 ACKNOWLEDGEMENT
Your directors wish to place on record their smcere appreciation for contributions made by employees of the company and cooperation extended by die bankers and all persons who have directly and indirectly contributed to die success of die company.
Your directors also acknowledge die trust and confidence you have reposed in die company.