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Shree Rajivlochan Oil Extraction Ltd.

BSE CODE: 530295	\|	NSE CODE: NA	\|	ISIN CODE : INE418K01015	\|	22-Nov-2024 Hrs IST

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March 2014

Disclosure in board of directors report explanatory

DIRECTORS’ REPORT

(For the financial year 31st March 2014)

Dear Shareholders,

Your Directors have immense pleasure in presenting the Annual Report of the Company together with the Audited Balance Sheet as on 31st March 2014 and the Profit & Loss Account for the year ending on 31st March 2014.

The summarized financial result for the year ended 31st March 2014 are as under:

FINANCIAL RESULTS:

Particulars	Year ended 31.03.2014	Year ended 31.03.2013
Sales	770688.00	0.00
Other Income	14270623.01	280481.00
Total Income from Operations	15041311.01	280481.00
Profit before Depreciation and Tax	13474576.63	(60615.14)
Depreciation for the year	262879.48	301828.14
Profit before Tax	13211697.15	(362443.28)
Less: Provision for Income Tax & Fringe Benefit Tax	0.00	0.00
Add: Net Deferred Tax Asset	(25877.00)	28461.00
Net Profit after Tax	13237574.15	(333982.28)
Add: Balance brought forward from previous year	1932617.68	2266599.96

DIVIDEND AND TRANSFER TO RESERVES:

Your Directors decided to plough back the profit of the Company for its further development and investments therefore they do not recommend any dividend on the equity share capital of the Company for the year ended 31st March, 2014.

PERFORMANCE:

The Company has lodged decline in overall turnover of the Company due to sluggish market demand during the year and your directors are hopeful for better financial result in future.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

There is no a Foreign Exchange earnings or expenditure during the year under report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence, particulars as required under the Companies (Particulars of Employees) Rules, 1975 are not required to be given.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri Harish Raheja and Shri Ravi Gulwani, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Further there is no other change in the constitution of the Board of Directors of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed:

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; and

(iv) That your Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information on Conservation of Energy, required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, is provided as Annexure to this report.

AUDITORS:

M/s S.K.Bhamkar & Associates,Chartered Accountants,Raipur the statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141 .

AUDITORS’ REPORT:

The Auditors in their Report have not made any qualifying remark.

CORPORATE GOVERNANCE:

A Management Discussion and Analysis, Corporate Governance Report and a Certificate from the Auditors’ regarding compliance with the code of Corporate Governance as required as per Clause 49 of the Listing Agreement with the Stock exchanges are made part of the Annual Report.

ACKNOWLEDGEMENT:

The Board expresses its sincere gratitude to the shareholders, bankers especially State Bank of India, Union Bank, Dena Bank, State and Central Government Officials and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

(P.C. RAHEJA) (HARISH RAHEJA)

Managing Director Director

DIN: 00341864 DIN:00285608

Date : 28/08/2014

Place: Raipur

ANNEXURE-“A” TO THE DIRECTOR’S REPORT

STATEMENT CONTAINING PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTOR(S) RULES, 1988 AND FORMING PART OF DIRECTOR’S REPORT.

A. CONSERVATION OF ENERGY

(A) Energy Conservation Measures Taken:

Your company has not undertaken any energy conservation measures.

(B) Additional Investments and proposals, if any being implemented for the reduction of energy consumption:

None at present

(C) The impact of measures at (A) and (B) above, for reduction of energy consumption and consequent impact on the cost of production of goods: Not applicable

(D) The required data in form A of the Annexure to the aforesaid Rules as applicable are furnished below:

I. POWER AND FUEL CONSUMPTION

Particulars

Units in KWA

(in lacs)

Total Amount

(in Rs. Lacs)

Average Amount

per unit/Liter/MT

Electricity Purchased

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

II. CONSUMPTION PER UNIT OF PRODUCTION

(Units in MTs/ unit)

Particulars	Production	Consumption	Per unit consumption
Current Year	Previous Year	Current Year	Previous Year	Current Year	Previous Year
Electricity	-	-		-	-	-
Crude oil	-	-	-	-	-	-
Deoiled cake	-	-	-	-	-	-

B. TECHNOLOGY ABSORPTION :

RESEARCH AND DEVELOPMENT (R & D)

(a) Research and Development :

1. Specific Area in R& D : The Company has not taken up carried out by the Company any R & D activities.

2. Benefits derived as a result of the : Not Applicable

Above R & D

3. Future plan of action : Not yet decided

4. Expenditure on R & D. : Nil

For and on behalf of the Board of Directors

Sd/- Sd/-

(P.C. RAHEJA) (HARISH RAHEJA)

Managing Director Director

DIN: 00341864 DIN:00285608

Date : 28/08/2014

Place: Raipur

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The management of your Company is pleased to present the discussions and analysis on the industry structure, developments, future outlook and operating and financial performance.

I - INDUSTRY STRUCTURE AND DEVELOPMENT

a) Industry Scenario:

The per capita consumption of vegetable oil is relatively low in India leaving a scope for market expansion consistent with high disposal income in future. Keeping in view the rising input costs on account of imports, various measures are being taken by the Government to step up the domestic oil seed production and moderate import duties with a view to ensure adequate availability and price stability, taking into account the equitable view towards various stakeholders such as domestic farmers, industry, consumers etc.

b) Industry outlook:

The industry is in the process of consolidation with the large domestic and multinational entities having strong business capabilities, efficiencies in logistics, operations in strategic locations and strong consumer focus and seeking opportunities to expand the growing market share.

c) Risks and Concerns:

Your company’s business is exposed to price fluctuations on its major raw materials with bulk of them being agro based and subject to market price variations during the year. Prices of these commodities continue to be linked to both domestic and international prices, which depend on the various external factors like good monsoon in the country, import/exports, international crop size etc. The setting up of commodity exchange and introduction of commodity futures and other hedge strategies in the country has opened up reasonable opportunities for the industry to hedge and manage the impact of these price fluctuations.

II - ANALYSIS & DISCUSSION OF FINANCIAL PERFOMANCE WITH RESPECT TO OPERATIONAL PERFOMANCE

The Company has lodged decline in overall turnover of the Company due to sluggish market demand during the year and your directors are hopeful for better financial result in future.

III - INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Monthly information system is backbone of our internal control system. Roles and responsibilities for all managerial positions have been clearly defined. All operating parameters are closely monitored and controlled. The management also regularly reviews the operational efficiencies, utilization of fiscal resources, and compliance with laws so as to ensure optimum utilization of resources and achieve better efficiencies.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT

The employees are basically its human resource assets. They have played significant role in growth of the Company and enabled Company to deliver superior performance during the year. The Company has initiated several steps for overall development, training and welfare of its human resource asset and progress is monitored on regular basis. Employee relations have continued to remain cordial during the year under review.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the company’s objectives, projections, estimates, expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could defer materially from those expressed or implied. Important factors that could make a difference to the company’s operations include economic conditions affecting demands/supply and price conditions in the domestic markets in which the company operates; changes in the Government regulations, tax laws and other statutes and other incidental factors.

For and on behalf of the Board of Directors

[

Sd/- Sd/-

(P.C. RAHEJA) (HARISH RAHEJA)

Managing Director Director

DIN: 00341864 DIN:00285608

Date :28/08/2014

Place: Raipur

CORPORATE GOVERNANCE REPORT

Company’s philosophy on Corporate Governance:

Your Company’s philosophy on Corporate Governance envisages attainment of high level of transparency, disclosure of timely and accurate information, effective monitoring of the Company’s performance by the Board of Directors and exercise by the Board of directors of its fiduciary responsibility towards the shareholders of the company .

Board of Directors:

The Board is entrusted and empowered to oversee the management, direction and performance of the Company with a view to protect the interest of the stakeholder and enhance the value of the stakeholders. The Board monitors the strategic direction of the Company.

Composition:

As on date of this Report, the Board of Directors of the Company is comprised of 05 (Five) Directors out which 3 (Three) Directors are Non-Executive Directors and 2 directors are Independent Directors. The Composition of the Board is in compliance with the requirement of the clause 49(i)(a) of the listing agreement as on 31st March 2014.

The Chairman is Non-Executive and Non-independent Director belonging to the Promoter Group. The Managing Director is Executive and Non-independent, one Director is an Executive Director, three Directors are Non-Executive and out of these three one is Non-independent Director and remaining two Directors are Independent Directors.

The names and categories of the Directors on the Board and also the number of Directorships and Committee Memberships held by them in other Companies as on 31st March, 2014 are given in Table 1 as under:

Table 1:

Name of the Directors	Category of Directors	No. of other Directorship held*	No. of Board Meetings attended	Last AGM attended	No. of other Board committees member/ chairman
Shri Sanjay Raheja	Chairman– Non-Executive	NIL	11	YES
Shri Prakash Chand Raheja	Managing Director/ Executive	NIL	11	YES	Audit & Shareholders Grievance Committee
Shri Harish Raheja	Executive	NIL	10	YES
Shri Jitendra Jaiswani	Non Executive/ Independent	NIL	9	YES	Audit & Shareholders Grievance Committee
Shri Ravi Gulwani	Non Executive/ Independent	NIL	9	YES	Audit & Shareholders Grievance Committee

*Other Directorship excludes Directorship in Private Companies.

Non-Executive Directors’ compensation and disclosure:

The Non- Executive directors are not paid any remuneration or sitting fee for attending Board or Committee Meetings

Remuneration of Directors:

Remuneration paid to the Executive Directors of the Company during the financial year 2013-14 is shown below in Table 2:

Table 2:

Name of Director

Basic Salary

Bonus

Individual’s Perform linked Incentive

Total

Shri Prakash Chand Raheja

NIL

Shri Harish Raheja

NIL

Board Procedures:

During the year 2013-14, the Board met 11 times and agenda papers were circulated well in advance of each meeting of the Board of Directors. In order to ensure fruitful deliberations at the highest level, the Board of Directors of your company is provided with all relevant information on various matters related to the working of the company well in advance of each meeting. The dates on which the Board Meetings were held and the No. of Directors present in each meeting are given in Table 3 below:

Table 3:

Sr. No	Date of Meeting	No. of Directors Present
1	08/04/2013	5
2	19/04/2013	4
3	30/06/2013	4
4	15/07/2013	5
5	30/09/2013	5
6	11/11/2013	5
7	24/12/2013	4
8	31/12/2013	4
9	05/02/2014	5
10	07/02/2014	5
11	31/03/2014	5

Your Company’s Board of Directors plays the primary role in ensuring good governance and functioning of the Company. In addition to the items which are required to be placed before the Board for its noting and/or approval under the statutes or regulations, the Board also reviews from time to time compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliance and all other significant items.

AUDIT COMMITTEE:

Constitution and Composition

The Audit Sub-committee is constituted of Three Directors out of which two are independent Directors. The detailed composition of the members of the Audit Committee is given below:

The committee met Four times during the year 2013-14 and the attendance of the members at these meetings was as follows:

Name of the Chairman/ Member	Status	Meetings attended
Shri Jitendra Jaswani	Chairman (Non Executive, Independent Director)	4
Shri Ravi Gulwani	Member (Non Executive, Independent Director)	4
Shri Prakash Chand Raheja	Member (Executive Director)	4

All the members of the Audit Committee are financial literates as required by the revised Clause 49 of the Listing Agreement.

The functioning and terms of reference of the Audit Committee, the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 292A of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges as are in force/ applicable from time to time.

DISCLOSURES:

Basis of related party transactions

There are no material transactions with related parties, which require separate disclosure. A comprehensive list of transactions entered into with the related parties as required by the Accounting Standards (AS) 18 issued by the Institute of Chartered Accountants of India is given as a separate Schedule to the accounts in the Annual Report.

Disclosure of accounting treatment

The Company follows mandatory accounting standards as notified by the Companies (Accounting Standards), Rules 2006 (as amended) and the relevant provisions of the Companies Act, 1956 read with section 133 of the Companies Act, 2013 and general circular no.15/2013 dated September 13, 2013 issued by the Ministry of The Corporate Affairs in the preparation of the financial statement and in the opinion of the Company, it has not adopted a treatment differ from that prescribed by the accounting standard.

Risk Management

The risk management issues are discussed in detail in the report of Management Discussion and Analysis. Since the risk control framework is new to Indian corporate culture, it is being strengthened on a continuous basis.

The Board has yet to lay down procedures to inform the company’s risk assessment and minimization procedures. The company is in process of devising the risk assessment and minimization procedures which shall be laid before the Board of Directors of the company for approval.

Proceeds from public issues, right issues, preferential issues etc

There were no public issues, right issues, preferential issues etc. during the Financial Year 2013-14 under review.

Management

Management Discussion and Analysis report has been given as a separate chapter in the Annual Report.

Disclosure of material transactions

No material transaction has been entered into by the Company with the Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have a potential conflict with interests of the Company.

Insider trading Disclosure:

Comprehensive insider trading disclosure guidelines in line with the SEBI Regulations have been adopted by the Board in which the procedure to be followed by all the key managerial persons, staff and other relevant business associates for disclosure of all security transactions of the shares of the company on the basis of any unpublished price sensitive information relating to the company.

Particulars of Directors seeking appointment / re-appointment:

Particulars of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting to be held on 24th September 2014 are given as under:

Shri Harish Raheja, is the executive director of the Company. He has vast experience of the business operation of the Company.

Shri Ravi Gulwani, is Non executive Independent Director of the Company and has a vast experience in the Business of the Company.

Communication to Shareholders:

Quarterly results are sent to the stock exchanges on which the Company is listed.

Shareholders/ Investors Grievance Committee:

The Investors Grievance Committee is constituted of three Directors out of which two are independent Directors. The detailed composition of the members of the Investors Grievance Committee is given below:

Name of the Chairman/ Member	Status	Meetings attended
Shri Jitendra Jaiswani	Chairman (Non Executive, Independent Director)	NIL
Shri Ravi Gulwani	Member (Non Executive, Independent Director)	NIL
Shri Prakash Chand Raheja	Member (Executive Director)	NIL

The Company has not received any complaints from any of the shareholders of the Company during the year and therefore no meetings of the committee were held during the financial year.

Other Information to Shareholders:

The date, time and Venue of the last three Annual General Meetings held are as under:

Year	Date	Time	Venue
2010-11	22.09.2011	11.00 a.m.	27/3, Jawahar Nagar, Raipur
2011-12	28.09.2012	11:30 a.m.	27/3, Jawahar Nagar, Raipur
2012-13	25.09.2013	11.00 a.m.	27/3, Jawahar Nagar, Raipur

General Information:

1. ANNUAL GENERAL MEETING : Tentative Schedule

Date	24th September 2014
Time	11.00 a.m.
Venue	27/3, Jawahar Nagar, Raipur (C.G.)-492001

2. FINANCIAL CALENDER (2013-14)

[

Board Meeting (for Financial Result)-

Quarter ending on 30th June 2013 : 08/04/2013

Half-year ending on 30th September 2013:15/07/2013

Quarter ending on 31st December 2013 : 11/11/2013

Year ending on 31st March 2014 : 07/02/2014

3. DATE OF BOOK CLOSURE : 22nd September, 2014 to 24th

September, 2014

(Both days inclusive)

4. LISTING ON STOCK EXCHANGE : The shares of the Company are

listed in Mumbai Stock Exchange and M.P. Stock Exchange.

5. STOCK CODE : 530295

6. MARKET PRICE DATA :

7. Share Price movement in comparison to

broad based indices :

8. Registrar and Transfer Agent : NICHE TECHNOLOGIES PVT LTD

D-511 Bagree Market, 5th Floor, 71 B.R.B Basu Road, Kolkata-700001

Share transfer system:

Share transfers in physical form can be lodged with the company at its Registered Office. Transfers normally are processed within the stipulated time, if the documents are complete in all respects. All share transfers are approved by the Investors Grievance Committee. In compliance with the Listing Agreement, a Company Secretary in Practice audits the system of share transfer every six month and a certificate to that effect is issued in terms of clause 47(c) of the listing agreement.

10. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2014:

Shareholding of Nominal Value (Rs.)	Shareholders	Shares Held
	Number	% to Total	Number	% to Total
Up to 5000	886	63.0605%	394600	9.64
5001 – 10000	285	20.2847%	227000	5.54
10001- 20000	80	5.6940%	138300	3.38
20001 – 30000	43	3.0605%	112100	2.74
30001 – 40000	11	0.7829%	41100	1.00
40001 – 50000	32	2.2776%	156900	3.84
50001 and above	68	4.8399%	3023000	73.86
TOTAL	1404	0%	4093000	100.00

11.. SHAREHOLDING PATTERN AS ON 31ST MARCH 2014:

Serial No.	Category	No. of Shares held	Percentage
1	Promoter’s group	827500	20.22
2	Institutional Investors	Nil	Nil
3	Corporate Bodies	6300	0.150
4	NRIs/ OCBs	2500	0.061
5	General Public	3256700	79.569
	TOTAL	4093000	100

12. DEMATERIALIZATION OF SHARES : The Company has registered itself with the depository vide registration no. ISIN .INE418K01015.

13. LOCATION of Plant, Registered and Corporate Offices:

Plant and Registered Office

Registered Office: 27/3, Jawahar Nagar, Raipur (CG) 492001

Factory: 671-678 Industrial Area Urla, Raipur (CG) 493221

Tel: +91-771 2225441, 4035760(O), 2324331 (F)

CEO/CFO Certification

Shri Prakash Chand Raheja, Managing Director of the Company have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Report on Corporate Governance

This chapter, read together with the information given in the chapter titled Management Discussion and Analysis constitute compliance report on Corporate Governance during 2013-14.

For and on behalf of the Board of Directors

Sd/- Sd/-

(P.C. RAHEJA) (HARISH RAHEJA)

Managing Director Director

DIN: 00341864 DIN:00285608

Date : 28/08/2014

Place: Raipur

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Date:30/05/2014

To,

The Board of Directors

SHREE RAJIV LOCHAN OIL EXTRACTION LIMITED

We have reviewed the financial statements and the cash flow statement for the financial year 2013-14 and hereby certify that to the best of our knowledge and belief:-

These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. These statements together present a true and fair view of the Company’s affair and are in compliance with existing accounting standards, applicable laws and regulations. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year 2013-14 which are fraudulent, illegal or violate the Company’s code of conduct. We accept responsibility for establishing and maintaining internal controls. For financial reporting and that we have evaluated the effectiveness of the internal control system for the purpose of financial reporting of the Company and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems for the purpose of financial reporting and that we have taken the required steps to rectify these deficiencies.

We further certify that:-

a) There have been no significant changes in internal control during this year.

b) There have been no significant changes in accounting policies during this year.

c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having a significant role in the Company’s internal control system.

Sd/-

(PrakashChandRaheja)

Managing Director

DIN: 00341864

Address: 27/3 Jawahar Nagar,

Raipur, 492001

CIN: L15143CT1994PLC005981

Authorized Capital: Rs. 45,000,000/-

Paid-up Capital: 30,150,000/-

FORM

[SEE RULE 3]

Compliance Certificate

The Members

Shree Rajiv Lochan Oil Extraction Limited

27/3, Jawahar Nagar

Raipur (CG)

We have examined the registers, records, books and papers of Shree Rajiv Lochan Oil Extraction Limited (the Company) as required to be maintained under Companies Act, 1956 /the Companies Act, 2013 (to the extent notified and applicable) (the Act) the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this certificate with the Registrar of Companies as prescribed under the Act and the rules made there under. There were no instances requiring the filing of forms with Central Government, Regional Director, Company Law Board or any other authority under the Act during the financial year.

3. The Company, being a public limited Company, comments is not required.

4. The Board of Directors duly met 11(Eleven) times on the following dates:

(1) 08th April 2013

(2) 19th April 2013

(3) 30th June 2013

(4) 15th July 2013

(5) 30th September 2013

(6) 11th November 2013

(7) 24th December 2013

(8) 31st December 2013

(9) 05th February 2014

(10) 07th February 2014

(11) 31st March 2014

in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

5. The Company has closed its Register of Members from 23rd September 2013 to 25th September 2013 during the financial year and Complied with the provisions of section-91 of the Companies Act, 2013 in this regard.

6. The Annual General Meeting for the financial year ended on 31st March 2013 was held on 25th September 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General meeting of the Company was held during the financial year.

8. As explained and information provided to us, the Company has advanced loan to the persons, firms and companies referred to under section 295 of the Companies Act 1956 (till 11th September 2013) and 185 of the Companies Act,2013 (effective from 12th September 2013) without making compliance of the provisions of the Act in this regard.

9. As explained and information provided to us, the Company has not entered in to any contracts falling within the purview of the provisions of section 297 of the Act.

10. The Company has made necessary entries in the register maintained under section 301 of the Act.

11. As explained and information provided to us, there were no instances falling within the purview of section 314 of the Act, the Company has not obtained any approvals from the Board of directors, members or Central Government.

12. As explained and information provided to us, the Company has not issued any duplicate share certificates during the financial year.

13. The Company:

(i) has delivered all the share certificate on transfer of shares and there was no allotment/ transmission of the securities during the financial year.

(ii) has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.

(iii) was not required to post warrants for dividends to any member of the Company as no dividend was declared during the financial year.

(iv) was not required to transfer any amount to the Investor Education and Protection Fund.

(v) has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and there were no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year under scrutiny.

15. The Company has not appointed any Managing Director/ Whole time Director/ Manager during the financial year.

16. The Company has not appointed any sole-selling agents during the financial year.

17. As explained and information provided to us, the Company was required to obtain prior approval of the Central Government for loans made to the persons, firms and companies referred to under section 295 of the Act, however it did not obtain the same. Apart from this, the Company was not required to obtain approval of any other authority prescribed under various provisions of the Act during the financial year.

18. As explained and information provided to us, the directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of Section 299 of the Act and the rules made thereunder.

19. The Company has not issued any shares, debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. Since the share capital of the Company consists only of equity shares, the provisions relating to redemption of preference shares or debentures is not applicable.

22. There were no transactions necessitating the Company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. As explained and information provided to us, the Company has not invited / accepted any deposits including any unsecured loans falling within the purview of section 58A and section 58AA read with the Companies (Acceptance of Deposit) Rules, 1975 during the financial year.

24. The amount borrowed by the Company from directors and their relatives during the financial year are within the borrowing limits of the Company in terms of provisions of section 293(1)(d) of the Companies Act,1956 (till 11/09/2013) and Section 180(1)(c) of the Companies Act,2013.

25. The Company has made loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose.

26. As explained and information provided to us, the Company has not altered the provisions of the memorandum with respect to situation of the Company's registered office from one state to another during the financial year.

27. As explained and information provided to us, the Company has not altered the provisions of the memorandum with respect to the objects of the Company during the financial year.

28. As explained and information provided to us, the Company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny.

29. As explained and information provided to us, the Company has not altered the provisions of the memorandum with respect to share capital of the company during the financial year.

30. As explained and information provided to us, the Company has not altered its articles of association during the financial year.

31. As explained and information provided to us, there was no prosecution initiated against or show cause notices received by the Company and no fines and penalties or any other punishment was imposed on the Company during the financial year for offences under the Act.

32. As informed to us the Company has not received any money as security from its employees during the financial year.

33. As informed to us the Company has not deducted any contribution towards Provident Fund during the financial year.

Place: Raipur BRAJESH R. AGRAWAL

Date: 28th August 2014 Practicing Company Secretary

C.P. No.: 5649

Annexure A

Registers as maintained by the Shree Rajiv Lochan Oil Extraction Limited:

Sr. No.	Name of the Register	Section Reference
1.	Register of Members	Section 150
2.	Register of Index of Members	Section 151
3.	Register of Charges	Section 143
4.	Register of contracts, companies and firms in which directors are interested	Section 301
5.	Register of director, managing director etc.	Section 303
6.	Register of directors’ share and debenture holdings	Section 307
7.	Books of Accounts	Section 209
8.	Minutes Books for Board Meetings and General Meetings	Section 193
9.	Register of investments	Section 49
8.	Register of Share Transfer	-
9.	Register of Application and Allotment of Shares	-
10.	Attendance Register	-

Place: Raipur BRAJESH R. AGRAWAL

Date: 28th August 2014 Practicing Company Secretary

C.P. No.: 5649

Annexure B

Forms and Returns filed by the Shree Rajiv Lochan Oil Extraction Limited with the Registrar of Companies during the financial year ended on 31st March 2014:

Sr. no	Form No.	Filed u/s	For	Remark
1.	20B	159	Annual Return as on 25th September 2013.	Filed with the Registrar on 05th March 2014 vide SRN Q29429016 with additional fee.
2.	23AC-XBRL & 23ACA-XBRL	220	Annual Report and Profit & Loss statement for FY 2012-13	Filed with the Registrar on 05th March 2014 vide SRN Q29431582 with additional fee.
3.	66	383A	Secretarial Compliance Certificate for FY 2012-13	Filed with the Registrar on 05th March 2014 vide SRN Q29429537 with additional fee.

Forms and Returns as filed by the Shree Rajiv Lochan Oil Extraction Limited with the other authorities apart from those mentioned above during the financial year ended on 31st March 2014 NIL

Place: Raipur BRAJESH R. AGRAWAL

Date: 28th August 2014 Practicing Company Secretary

C.P. No.: 5649

Details regarding management discussion and analysis explanatory

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The management of your Company is pleased to present the discussions and analysis on the industry structure, developments, future outlook and operating and financial performance.

I - INDUSTRY STRUCTURE AND DEVELOPMENT

a) Industry Scenario:

b) Industry outlook:

c) Risks and Concerns:

II - ANALYSIS & DISCUSSION OF FINANCIAL PERFOMANCE WITH RESPECT TO OPERATIONAL PERFOMANCE

The Company has lodged decline in overall turnover of the Company due to sluggish market demand during the year and your directors are hopeful for better financial result in future.

III - INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT

CAUTIONARY STATEMENT

For and on behalf of the Board of Directors

[

Sd/- Sd/-

(P.C. RAHEJA) (HARISH RAHEJA)

Managing Director Director

Date :28/08/2014

Place: Raipur

Director's comments on qualification(s), reservation(s) or adverse remark(s) of auditors as per board's report

The Auditors in their Report have not made any qualifying remark.

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