You are here » Home » Companies » Company Overview » Shree Rajivlochan Oil Extraction Ltd

Shree Rajivlochan Oil Extraction Ltd.

BSE: 530295 Sector: Industrials
NSE: N.A. ISIN Code: INE418K01015
BSE 05:30 | 01 Jan Shree Rajivlochan Oil Extraction Ltd
NSE 05:30 | 01 Jan Shree Rajivlochan Oil Extraction Ltd

Shree Rajivlochan Oil Extraction Ltd. (SHRAJIVOIL) - Director Report

Company director report

[For the Financial year ended on 31st March 2021]

To

The Members

Shree Rajiv Lochan Oil Extraction Limited Raipur Chhattisgarh

Your Directors have pleasure in presenting Annual report of the Company together withAudited Accounts of the Company for the financial year ended on the 31st March2021.

FINANCIAL RESULTS:

Particulars 2020-21 2019-20
Net Sales 0.00 0.00
Other Income 1658564.00 1465082.00
Total Income 1658564.00 1465082.00
Less: Total expenses 953996.83 798375.12
Profit before depreciation & Taxation 701299.69 666706.88
Less: Depreciation 3267.48 6625.48
Less: Tax expenses 182448.00 171792.00
Add: Prior period adjustment (Taxation) 0.00 0.00
Profit after taxation 518851.69 488289.40

TRANSFER TO RESERVE:

The Company has not transferred any amount to the reserve account during the financialyear ended 31st March 2021.

DIVIDEND

Your Directors do not recommend any dividend on the equity share capital of the Companyfor the year ended 31st March 2021.

OPERATIONAL REVIEW:

The Company has not carried out its main business during the financial year; howeverthe company has earned other income in the form of interest of 16.58 lakhs.

CHANGES IN THE NATURE OF THE BUSINESS

There is no change in the nature of the business of the Company during the financialyear.

MATERIAL CHANGES AFFECTING THE FIANCIAL POSITION OF THE COMPANY

There is no material changes occurred between 01/04/2020 up to the date of this reporthaving effect on the financial position of the Company.

SHARE CAPITAL

The details of the share capital as on 31st March 2021 are as under:

a) Authorized Share Capital

There is no change in the authorized share capital of the Company during the year. TheAuthorized share capital of the Company is Rs. 45000000/- (Rupees four crore fifty lakhsonly) divided in to 4500000 equity shares of Rs. 10 each.

b) Paid-Up Share Capital

There is no change in the issued and subscribed share capital of the Company during theyear. The issued and subscribed share capital of the Company is Rs. 40930000/- (Rupeesfour crores nine lakhs thirty thousand only) divided in to 4093000 equity shares of Rs.10 each. There is call in arrears on 2156000 equity shares; therefore the paid up sharecapital of the Company is Rs. 30150000/- (Rupees three crore one lac fifty thousandonly).

The details of other changes in share capital during the financial year are as follows:

Increase in Share Capital Buy Back of Securities Sweat Equity Bonus Shares Employees Stock Option Plan
Nil Nil Nil Nil Nil

BOARD OF DIRECTORS

There are 6 (six) directors on Board of the Company comprising of 2 executive 2non-executive and 2 independent directors. No other change has taken place into board ofdirectors of the Company during the financial year. More details are provided under thecorporate governance report. Smt. Kalpana Raheja is liable to retire by rotation in theensuing annual general meeting and seeks his reappointment. The Board recommends the same.

INDEPENDENT DIRECTORS

Shri Ravi Gulwani and Shri C.N. Murty are independent directors in Board of theCompany. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of the independence asrequired pursuant to section 149(7) of the Companies Act 2013 and regulation 25 of SEBI(LODR) Regulations 2015 stating that they the criteria of independence as provided in thesection 149(6) of the Companies Act 2013 and there is no change in the status of theirindependence and they have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impact theirability to discharge their duties.

BOARD MEETINGS

During the financial year 4 (Four) board meetings have taken place the details ofwhich are provided in the corporate governance report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors had laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

COMMITTEES Audit Committee

The Audit committee is constituted of 3 directors out of which 2 are independentdirectors (including its Chairman) and 1 executive director. All the members of the auditcommittee are financially literate. During the financial year 4 (Four) committee meetingshave taken place more details are given in the corporate governance report.

Stake Holder Relationship Committee

Stakeholder relationship committee comprises of 3 members Shri C. N. Murty (IndependentDirector) Shri Ravi Gulwani (Independent Director) and Shri Harish Raheja.

Nomination and Remuneration Committee

The Company has a nomination and remuneration committee. The committee comprises of 3non executive directors. Shri Sanjay Raheja Shri C. N. Murty (Chairman of the committee)and Shri Ravi Gulwani are the members of the committee.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has a policy on Directors' Appointment and Remuneration including criteriafor determining qualification positive attributes independence of directors and othermatters provided under section 178(3) of the Companies Act 2013 is reviewed by thenomination and remuneration committee and formulated by the Board.

BOARD EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has formulated criteria for evaluation of theperformance of the each of the directors of the Company. On the basis of said criteriathe Board and all its committees and directors have been evaluated by the Board of theDirectors and Independent Directors of the Company.

REMUNERATION OF DIRECTORS

The Company has not paid any remuneration to any of its directors during the financialyear. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size scale andcomplexity of its operations.

STATUS OF SUBSIDARY JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any other subsidiary joint venture or associate companyduring the financial year ended on 31st March 2021.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the ambit of the section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposit) Rule 2014. However Companyhas accepted exempted deposit in the form of borrowing from Shri Prakash Chand RahejaDirector of the company.

PARTICULARS OF LOAN GUARANTEES OR INVESTMENT

The particulars of loans given and advances made during the financial year andoutstanding as at the financial year are provided under Note no. 9 of the financialstatements.

The Company has not made any investment during the financial year. The particulars ofinvestments already made by the Company are provided under Note no. 5 of the financialstatements.

The Company has not given any guarantee during this financial year.

BORROWINGS

The particulars of borrowings made during the financial year and outstanding as at thefinancial year are provided under Note no. 12 of the financial statements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The Company has not entered into any related party transactions during the financialyear.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute CSR committee and formulate CSR policy asprescribed under the provisions of section 135 and rules made under it because it doesnot have the prescribed net worth turnover or net profit under that section.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

The Company has not carried out any business activity. Accordingly the Company has nottaken any steps for conservation of energy; neither has it made any investment for thesame. Further there were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act 2013 at present the Company hasnot identified any element of risk which may threaten the existence of the Company.

DETAILS OF ESTABLISHMENTS OF VIGIL MECHANISM

The Board of Directors have established 'Whistle Blower Policy' and 'Code of Conduct'for the directors and employees of the Company as required under the provisions of section177 of the Companies Act 2013 read with rule 7 of the Companies (Meeting of Board and itspowers) Rules 2014. The said policy has been properly communicated to all the directorsand employees of the Company through the respective departmental heads and the newemployees are being informed about the Vigil Policy by the Personnel Department at thetime of their joining.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

There is no significant and material order passed by the regulators/court which wouldimpact the going concern status of the Company.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s. Rahul B. Agrawal & Associates Raipur Chhattisgarh were appointed as thestatutory auditor of the Company in 30th Annual General Meeting of the Companyfor a term of 5 years (from FY 2020-21 to FY 2024-25). Their report along with thefinancial statements is annexed as Annexure-A.

SECRETRIAL AUDITOR

The Board has appointed M/s. Samantrai Prashant & Co. Company Secretaries RaipurCG as the secretarial auditor of the Company for financial year. The secretarial auditors'report is annexed herewith as Annexure-B.

INTERNAL AUDITOR

The Company has not been able to appoint internal auditors for the financial year.

COST AUDITOR

The Company is not required to appoint cost auditors during the financial year.

AUDITOR'S REPORT STATUTORY AUDITORS

There are no qualifications and adverse remark given by the statutory auditor in itsstatutory audit report on the financial statements of the Company for the financial yearended on and hence does not require any explanations or comments on part of the Board.

SECRETARIAL AUDITORS

The qualifications and remarks given by the secretarial auditors and reply of the Boardare enclosed to this report as Annexure-C.

COMPLIANCE WITH SECRETARIAL STANDARD

Company has complied with all applicable Secretarial Standards.

ANNUAL RETURN

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at http://www.sroel.com/CMS/3/Investor%20Relation.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed management discussion and analysis forms part of this report as Annexure-D.CORPORATE GOVERNANCE

Pursuant to regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the regulation 17 to 27 are not applicable to the Company because theCompany does not fulfill any of the criteria specified in that regulation. However beinga listed entity the Company has been following the corporate governance regimen under thethen applicable listing agreement. Accordingly a separate section on corporate governancepractices followed by the Company is given as Annexure-E Also the Company is not requiredto obtain corporate governance certificate from auditors or secretarial auditors.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Work Place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTemporary Training) are covered under this Policy. However no complaints have beenreceived during the financial year ended on 31st March 2021.

PARTICULARS OF EMPLOYEES

The statement showing the name and other particulars of the employees of the Company asrequired under rule 5 (2 & 3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not required to be furnished since none of theemployee of the Company has received remuneration in excess of the remuneration mentionedin the above mentioned rule 5 (2) during the financial year.

PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at Bombay Stock Exchange (BSE). The tradingin securities of the Company is suspended by BSE due to penal reasons. The Company hadpaid listing fee up to 31st March 2021 in respect of the above stock exchange.

ACKNOEDGEMENT:

The Board of Directors takes this opportunity to express their appreciation for thesupport and cooperation extended by all the stakeholders. The Directors appreciate thesupport the Company received from auditors bankers and Central/ State Governmentauthorities.

.