Your Directors have pleasure in presenting their 33rd Annual Report on the Business and Operations of theCompany and the accounts for the Financial Year ended March 31, 2025.
The financial performance of your Company:
(Amount in Rupees)
PARTICULARS
For the yearended 31.03.2025
For the year ended31.03.2024
Revenue from operations
41,67,05,396
0
Other Income
50,76,132
Total Revenue
42,17,81,528
Total expenditure
43,35,46,042
1,04,16,050
Profit/Loss before Tax
(1,17,64,514)
(1,04,16,050)
Current Tax
Deferred Tax
19,075
Earlier Year Tax
Profit/ (Loss) for the year
(1,17,83,589)
Basic & diluted Earnings Per Share (in Rs.)
(0.48)
(1.20)
The Gross Revenue from operations for FY 2024-25 was Rs. 4167.05 Lakhs (Previous Year: NIL). TheOperating Loss stood at Rs. 117.65 Lakhs as against Rs. 104.16 Lakhs in the Previous Year. The Net Lossfor the year stood at Rs. -117.84 lakhs against Rs. 104.16 lakhs reported in the Previous Year.
There were no material events that had an impact on the affairs of your Company. There is no change inthe nature of your Company's business during the year under review.
The Directors do not recommend any dividend for the year ended 31st March, 2025.
Since, the company has suffered losses during the year under review; your Board of Directors expressestheir inability to carry any amount to reserves.
There have been no material changes and commitments, if any, affecting the financial position of theCompany, which have occurred between the end of the Financial Year of the Company to which theFinancial Statements relate and the date of the report.
There are no such orders except those which have been appropriately challenged before the judiciaryand no impact on going concern status and Company's operation in future of such matters are expectedor visualised at the current stage.
Your Company has an internal Control System which commensurate with the size, scale and complexityof its operations. The scope and authority of the Internal Audit function lies with the Audit Committeeof Directors. The Audit Committee monitors and evaluates the efficacy and adequacy of internal controlsystems, accounting procedures and policies.
The Company has no Subsidiary/Joint Venture/Associate Company and hence consolidation andapplicable provision of the Companies Act, 2013 and Rules made there under are not applicable to theCompany.
All the Independent Directors have given declaration to the Company stating their independencepursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and25(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.
Appointment / Reappointment / Cessation of Directors & Key Managerial Personnel
All the Independent Directors have given declaration to the Company stating their Independencepursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and25(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 asDirectors in terms of Section 164 of the Companies Act, 2013.
In accordance with the provision of the Act and rules made there under Mr. Siddharth Chaturvedi,retires by rotation at the 33rd Annual General Meeting and being eligible offers himself for re¬appointment.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that theyhave registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.The Independent Directors who were required to clear the online proficiency self-assessment test havepassed the test.
In the opinion of the Board, the Independent Directors fulfil the conditions of independence, areindependent of the management, possess the requisite integrity, experience, expertise, proficiency andqualifications to the satisfaction of the Board of Directors. The details of remuneration paid to themembers of the Board is provided in the Report on Corporate Governance.
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Boardcarried out an annual performance evaluation of the Board, its Committees, Individual Director andChairperson. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings iscirculated to the Directors well in advance to help them plan their schedules and ensure meaningfulparticipation. The details of the number of meetings of the Board held during the Financial Year 2024-25and the attendance of Directors forms part of the Report on Corporate Governance. The interveninggap 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 inthe Corporate Governance Report.
The Board of Directors has the following Committees as on March 31, 2025:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
The details of the Committees of the Board along with their composition, number of meetings andattendance at the meetings are provided in the Corporate Governance Report forming part of thisAnnual Report FY 2024-25.
During the year under review, 32nd Annual General Meeting of the Company was held on 30thSeptember, 2024 virtually. No Extra Ordinary General Meeting was held during the financial year.
A. Statutory Auditors
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the CompaniesAct, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutorymodification(s) re-enactment(s)/amendment(s) thereof, for the time being in force M/s. DBS &Associates, Chartered Accountants (Firm Registration No. 081627N) were appointed as the StatutoryAuditors of the Company to hold office for their first term from the conclusion the 28th AnnualGeneral Meeting till the conclusion of 33rd Annual General Meeting to be held in the year 2025. Theywill complete their first term as Statutory Auditors of the Company on conclusion of this 33rd AGM.The Board of Directors of the Company (the Board), at its meeting held on 10th August, 2025,considering the experience and expertise and based on the recommendation of the AuditCommittee, has proposed to the Members of the Company for the re-appointment of M/s. DBS &Associates, Chartered Accountants (Firm Registration No. 081627N) as Statutory Auditors of theCompany for their second term of 5 (five) consecutive years from the conclusion of 33rd AGM till theconclusion of the 38th AGM on payment of such remuneration as may be mutually agreed uponbetween the Board of Directors and the Statutory Auditors, from time to time.
The Statutory Auditors' Report forms part of the Annual Report. There was no instance of fraudduring the year under review, which required the Statutory Auditors to report to the AuditCommittee and / or Board under Section 143(12) of Act and Rules framed thereunder.
In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointedM/s. Roy Jacob & Co., Practicing Company Secretaries, Mumbai. Maharashtra, to conduct theSecretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for theFinancial Year 2024-25 is annexed as Annexure I to the Director's Report. The Report does notcontain any qualification, reservation or adverse remark or disclaimer.
Your Company has appointed M/s. S K Mundra & Associates, Chartered Accountants, Mumbai as theInternal Auditors to carry out the Internal Audit of various operational areas of the Company.
The Company has been following the principles and practices of good Corporate Governance and hasensured compliance of the requirements stipulated under the SEBI (Listing Obligations and DisclosureRequirements), Regulations 2015. A detailed report on Corporate Governance with Auditors' Certificatethereon and Management Discussion and Analysis are given in Annexure II and Annexure III,respectively forming part of this Report.
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions ofSection 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
Under this policy, your Company encourages its employees to report any reporting of fraudulentfinancial or other information to the stakeholders, and any conduct that results in violation of theCompany's code of business conduct, to the management (on an anonymous basis, if employees sodesire). Further, your Company has prohibited discrimination, retaliation or harassment of any kindagainst any employees who, based on the employee's reasonable belief that such conduct or practicehave occurred or are occurring, reports that information or participates in the investigation. The VigilMechanism/Whistle Blower Policy is being made available on the Company's website at the web-linkhttp://asianpetro.org/report/applVMP.docx
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in placea comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directorsand Senior Management Officers. The Code lays down guidelines, which advises them on procedures tobe followed and disclosures to be made, while dealing with the shares of the Company. The Code clearlyspecifies, among other matters, that Directors and Designated Persons of the Company, as defined inthe Code, can trade in the shares of the Company only when the Trading Window is open.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and5(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 andother details as required under Section 197(12) of the Act, read with Rule 5(1) and 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given inAnnexure IV forming part of this Report.
A Statement of the details of employees covered under Rule 5(2) of the aforesaid Rules is provided inthe Annual Report. The Annual Report is being sent excluding the aforesaid information. Suchparticulars will be furnished to any shareholder on a specific request made in writing by theshareholder.
All transactions entered with Related Parties for the year under review were on arm's length basis andin the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section134 of the Companies Act, 2013 is not required. Further, there are no material related partytransactions during the year under review with the Promoters, Directors or Key Managerial Personnel.The transactions with related parties as per requirements of Indian Accounting Standard (IND AS-24) -'Related Party Disclosures' are disclosed in Note No. 22 of Notes to Accounts to the FinancialStatements.
All Related Party Transactions are placed before the Audit Committee and also to the Board forapproval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy onmateriality of Related Party Transactions as approved by the Board of Directors has been uploaded onthe website of the Company. The web-link of the same is uploaded on the Company's website at theweb-link: http://asianpetro.in/wp-content/uploads/2020/10/RELATED-PARTY-TRANSACTION-
POLICY.pdf
Your Company's Equity Shares are listed on BSE Ltd. and listing fees for the Financial Years 2024-25 havebeen paid and the provisions of the SEBI (Listing Obligation and Disclosures Requirement) Regulations,2015 have been complied with.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of theCompany prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 ofthe Companies (Management and Administration) Rules, 2014 is placed on the website of the Companywww.asianpetro.in.
The Management Discussion and Analysis Report on the operations of the Company, as required underthe Listing Regulations is provided in a separate section and forms an integral part of this Report.
24. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items sincethere were no transactions in these matters and/or they are not applicable to the Company during theyear 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 fraud has been reported by the Auditors to the Audit Committee or the Board.
During the year under review, the company has come up with the Rights Issue of 1,58,90,716 shares onthe Face Value of Rs.10/- each on a Rights basis to the existing shareholders of the Company in theration of 11 Equity Shares for every 6 Fully Paid-Up Equity Shares held by the existing shareholders ofthe Company.
Further, during the year under review, the Company has not issued convertible warrant nor has grantedany stock options and nor sweat equity.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to thebest of their knowledge and ability confirm and state that -
a. in the preparation of the annual accounts for the financial year ended 31st March, 2025, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures; the annual accounts have been prepared in compliance with the provisions ofthe Companies Act, 2013;
b. the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of the Company foryear ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis; and
e. the directors have laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively;
f. the directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
There has been no change in the structure of the Investments made or Loans given or Guaranteesprovided in respect of such loans, during the year under review.
a. The review of the Statutory Auditor on the Financial Statements are:
A. The Company has not complied with the TDS provisions of the Income Tax Act.
B. The Company has not complied with provision of Ind AS- 19 for employee benefits
Reply: Looking to the fair accounting Policy, the Company will comply with the applicableprovisions in the due course.
In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated andimplemented a policy on prevention, prohibition and redressal of complaints related to sexualharassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employeesand associates. All women employees whether permanent, temporary or contractual are covered underthe above policy. During the year under review, following were the details of the Complaints-
a) number of complaints of sexual harassment received
Nil
in the year;
(b) number of complaints disposed off during the year;
(c) number of cases pending for more than ninety days
NA
a. The information on conservation of energy, technology absorption and foreign exchange earningsand outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies(Accounts) Rules, 2014 is annexed as Annexure 'F' and forms an integral part of this Report.
b. During the year under review, your Company has complied with all the applicable SecretarialStandards issued by The Institute of Company Secretaries of India and approved by the CentralGovernment pursuant to Section 118 of the Companies Act, 2013.
c. The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read withthe Companies (Acceptance of Deposits) Rules, 2014 as amended.
d. No application has been made under the Insolvency and Bankruptcy Code. The requirement todisclose the details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of theFinancial Year is not applicable.
e. The requirement to disclose the details of difference between amount of the valuation done at thetime of one time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof, is not applicable.
f. The Company is in compliance with provisions relating to the Maternity Benefit Act 1961.
g. There is no change in the nature of business during the year under review
The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat,Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholdersand employees of the Company for their continued support. The Directors also gratefully acknowledgeall stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other businesspartners for the excellent support received from them during the year. The Directors place on recordtheir sincere appreciation to all employees of the Company for their unstinted commitments andcontinued contribution to the Company.
For and on behalf of the Board
Sd/-
(Mr. J K Chaturvedi)
Place: VADODARA Managing Director
Date : 05.09.2025