DIRECTORS' REPORT To the Members Ashoka Refineries Limited, Raipur (C. G.) 492001, 1. Your Directors have pleasure in presenting the 24th Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st Mar'15. 2. PERFORMANCE REVIEW During the year under review, the total turnover and other income of the Company was Rs. 1.62 lacs as against Rs. 2.22 lacs during the previous financial year. The Company recorded a net loss of Rs. 3.63 lacs during the year under review. Your Directors regret for the poor performance of the company. Prospects for current year feels that, barring any unforeseen circumstances, the prospects for the current year are much favorable as compared to the year under review. The Company is making all efforts to cope up with the market situations and achieve significant increase in the operations. 3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES The loss is proposed to be transferred to Profit & Loss Account. 4. DIVIDEND In view of losses, your directors are not in a position to recommend any dividend for the period under review. 5. CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of business of the Company. 6. 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. 7. 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. 8. INDUSTRIAL RELATIONS: The Company is not running any industry. The management & employer relations continue to be cordial. 9. LISTING The Company continues to be listed on Bombay Stock Exchange (BSE). The company is duly complying with Listing Agreement from time to time. 10. 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. 11. SUBSIDIARIES, JOINT 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. STATUTORY AUDITORS M/s Agrawal Shukla & Co., Chartered Accountants as auditors, if elected, will hold office for 5 years commencing from financial year 2015-16 from the conclusion of this Annual General Meeting in place of the retiring Auditors, M/s Sunil Johri & Associates, Chartered Accountants who are not eligible for re-appointment due to their previous tenure of 10 years and ineligibility to continue as Auditors in terms of Section 139(2) of the Companies Act, 2013. Under Section 139(2) of the Companies Act, 2013, they have furnished the certificate of their eligibility for re-appointment. M/s Agrawal Shukla & Co. has given their consent to act as Statutory Auditors of the Company. Directors recommend their appointment on a remuneration to be later decided by the Board of Director and the Auditor mutually for the ensuing Financial Year i. e. 2015-16. 14. AUDITORS OBSERVATION: Remarks made by the auditors in their report on the accounts stand explained in the notes to accounts which are self-explanatory. 15. Directors a) Changes in Directors and Key Managerial Personnel o<= In accordance with the provisions of the Companies Act, 2013 Shri Sudhir Dixit, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his appointment as Director. He will however continue to be Chief Financial Officer of the Company. b) Re-appointment of Managing Director Shri Shabir Memon, Managing Director whose term has ended on 31st March, 2015 is eligible to be reappointment as Managing Director. Your Directors recommend the re-appointment of Shri. Shabir Memon for a further period of five years commencing from 1st April, 2015. c) Women Director: Smt. Satyawati Parashar serves as the woman director of the company she was appointed as an additional director of the Company on 30th Mar, 2015 °°0 by the board of directors requires to be appointed as regular director at the ensuing Annual General meeting. & Your Directors recommend her appointment as an Independent Director of the Company. d) Declaration by Independent Director(s) and re- appointment Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 01st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. Presently, Smt. Satyawati Parashar, Shri Ravi Kamra and Shri Deepak Tyagi are the Independent Directors of the Company. As per their existing terms of appointment, Smt. Satyawati Parashar, Shri Ravindra Pokharana and Shri Rishi Dave can be re-appointed. The Board recommends appointment of them as independent directors of the Company for a fixed term of 5 years commencing from the conclusion of the ensuing Annual General meeting. The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 °c and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above °° provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law ,.m management, marketing, administration, technical operations and other disciplines related to Company's business. Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the °o Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company at the ensuing Annual General Meeting. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. e) Declaration by Directors under Section 184 Directors declare that no directors are disqualified from being appointed as Director of the Company under Section 184 of the Companies Act, 2013. 16. SHARE CAPITAL a. Issue of equity shares with differential rights The Company has not issued any equity shares with differential rights during the year. b. Issue of sweat equity shares The Company has not issued any sweat equity shares during the year c.Issue of employee stock options The Company has not issued employee stock options during the year. d.Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees The Company has not made any provision for purchase of its own shares during the year. 17. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013 Extract of Annual return of the Company is annexed herewith as an Annexure-6 to this report. 18. 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. 19. 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. 21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Your Company did not enter into any contract or arrangement during the financial year with related parties. Form AOC-2 as required under the Companies (Accounts) Rules, 2014 is attached as Annexure-5. 22. 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 Note No. 6 and 7 to the Financial Statements. 23. DISCLOSURE OF DIRECTORS' 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. 24. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed CS Satish Batra, a practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015. His report is annexed herewith as Annexure-4. The report does not contain any qualification, reservation or adverse remark. 25. CORPORATE GOVERNANCE CERTIFICATE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure-1) as stipulated under the Listing Agreement forms an integral part of the Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance (Annexure-5). 26. RISK MANAGEMENT POLICY In today's business environment, Risk Management is a very important part of business The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. 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. 27. 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, 2015, 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 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, 2105 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. 28. PERSONNEL: There was no employee receiving remuneration attracting provisions of section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. 29. MANAGEMENT DISCUSSION AND ANALYSIS: Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in Annexure 30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE Your Directors further state that during the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 31. 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. SD/- (Shabir Menon) Managing Director DIN 02023147 SD/- (Sudhir Dixit) Director DIN 02023147 DATED: 28th May, 2015 PLACE: RAIPUR (C.G.) |