[For the Financial year ended on 31st March 2019]
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 March2019.
|Particulars ||2018-19 ||2017-18 |
|Net Sales ||0.00 ||0.00 |
|Other Income ||2328060.36 ||1198349.00 |
|Total Income ||2328060.36 ||1198349.00 |
|Less: Total expenses ||1062665.95 ||901110.74 |
|Profit before depreciation & Taxation ||1265394.41 ||297238.26 |
|Less: Depreciation ||14956.65 ||87116.00 |
|Less: Tax expenses ||320958.35 ||54286.00 |
|Add: Prior period adjustment (Taxation) ||0.00 ||0.00 |
|Profit after taxation ||929479.41 ||155836.26 |
TRANSFER TO RESERVE:
The Company has not transferred any amount to the reserve account during the financialyear ended 31st March 2019.
Your Directors do not recommend any dividend on the equity share capital of the Companyfor the year ended 31st March 2019.
The Company has not carried out its main business during the financial year; howeverthere has been income of 23.28 lakhs from interest and sale of land.
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 01/04/2018 up to the date of this reporthaving effect on the financial position of the Company.
The details of the share capital as on 31st March 2019 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. Shri Jitendra Jaswani was resigned w.e.f.05/10/2018 and Shri C.N. Murty was appointed as director w.e.f. 01/01/2019 in the Board ofthe company. No other change has taken place into board of directors of the Company duringthe financial year. More details are provided under the corporate governance report. ShriSanjay Raheja is liable to retire by rotation in the ensuing annual general meeting andseeks his re-appointment. The Board recommends the same.
Shri Ravi Gulwani and Shri C.N. Murty are independent directors in Board of theCompany. During the year Shri Jitendra Jaswani independent director of the company wasresigned w.e.f. 05/10/2018 and Shri C.N. Murty was appointed in his place w.e.f.01/01/2019.
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.
During the financial year 7 (Seven) 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.
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 Prakash Chand 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 and Shri Ravi Gulwani arethe 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 2019.
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.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENT
The loans given and advances made during the financial year and outstanding as at thefinancial year are as follows:
|S. No. ||Name of the entity ||Amount of loan (In Rs.) |
|1 ||Amitesh Dubey ||50000 |
|2 ||Ananya Buildtech (P) Ltd. ||4422557 |
|3 ||Maruti Coal Cargo Pvt. Ltd. ||1070000 |
|4 ||Mittal Institute of Medical Science ||6500000 |
|5 ||Vijay Rice Mill ||1900000 |
|6 ||Visible Construction Pvt Ltd ||50000 |
The Company has not made any investment during the financial year. The investmentsalready made by the Company are as follows:
|S. No. ||Name of the entity ||Amount invested (In Rs.) |
|1 ||Vijay Shree Fats & Oil Products Private Limited ||3287000 |
|2 ||Ashriward Ispat Private Limited ||10000 |
|3 ||Raipur Industrial Consultant Private Limited ||1000 |
|4 ||Bagadiya Brothers Private Limited ||10000000 |
The Company has not given any guarantee during this financial year.
The Company has not borrowed any money from its directors shareholder corporatesbanks or financial institutions during the financial year.
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.
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.
Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s. S.K. Bhamkar & Associates Chartered Accountants Raipur were appointed as thestatutory auditor of the Company from the Annual General Meeting held on 2014-15 till theconclusion of Annual General Meeting which will be held in the financial year 2019-20.Their report along with the financial statements is annexed as Annexure-A.
The Board has appointed M/s. Malik Nagori & Samantrai Company Secretaries RaipurCG as the secretarial auditor of the Company for financial year . The secretarialauditors' report is annexed herewith as Annexure-B.
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.
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.
EXTRACT OF ANNUAL RETURN UNDER SECTION 92(3) OF THE COMPANIES ACT 2013.
The extract of Annual Return as provided under Sub-Section (3) of Section 92 read withRule 12(1) of the Companies (Management & Administration) Rules 2014 is attachedherewith as Annexure- D.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed management discussion and analysis forms part of this report as Annexure-E.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-F. Also the Company is notrequired to 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 2018-19.
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) and theCompany has paid listing fee up to 31st March 2019 in respect of the abovestock exchange.
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.
For Shree Rajiv Lochan Oil Extraction Limited
|(Prakash Chand Raheja) ||(Harish Raheja) |
|Managing Director ||Director |
|DIN:00341864 ||DIN:00285608 |
|Date: 09/08/2019 || |
|Place: Raipur || |