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Directors Report of R J Shah & Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 57th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year ended 31.03.2015 ended 31.03.2014 (Rs.) (Rs.)

Income

Revenue from operations 2,59,56,295 3,26,48,561

Other Income 64,44,764 63,03,759

Total Revenue 3,24,01,059 3,89,52,320

Less: Total Expenses (Excluding 2,31,47,033 3,08,10,648 Depreciation)

Profit Before Depreciation & 92,54,026 81,41,672 Taxation

* (-) Depreciation 24,12,359 13,27,646

Profit Before Taxation 68,41,667 68,14,026

(-) Provision for Taxation

(i) Current Tax 26,80,000 24,10,000

(ii) Deferred-Tax (4,92,585) (2,00,566)

Profit for the year 46,54,252 46,04,592

* (i) Depreciation on Plant and Machinery, Electrical installations and Equipment etc. is provided on a Straight Line Method over the estimated useful life of assets.

(ii) Effective 1st April 2014, the company depreciates its fixed assets over the useful life in the manner prescribed in Schedule II of the Companies Act 2013, as against the earlier practice of depreciating at the rates prescribed in Schedule XIV of the companies act 1956.

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March, 2015 is Rs. 3,24,01,059/-, as against Rs. 3,89,52,320/- in the previous year. Profit before depreciation and taxation is Rs. 92,54,026/- as against Rs. 81,41,672/- in the previous year. The net profit of the Company for the year under review was placed is Rs. 46,54,252/- as against Rs. 46,04,592/- in the previous year.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ Rs. 1.50/-per share (Previous Year Rs. 1.50/- per share) for the year ended 31st March, 2015.

SHARE CAPITAL

The paid up equity capital as on march 31, 2015 was Rs.28,01,000/-. During the year under review, the Company has not issued any shares.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31,2015 and the date of this report i.e. May 29,2015.

GENERAL

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no case was reported to the Committee constituted under the said Act.

DIRECTOR &KMP

Ms. Swati Agrawal retires by rotation and, being eligible, offers herself for re-appointment. The Directors recommend Smt. Swati Agrawal for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Ms. Tejaswini R. Shah, Joint Managing Director was designated as Chief Financial Officer & Key Managerial Personnel of the Company.

There has been no Change in the constitution of Board during the year.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The 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 the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis,

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non- Executive Directors:

Non Executive Director are paid sitting fees for each meeting of the Board and committee of Directors attend by them.

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a'Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

Pursuant to'section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

AUDITORS & REPORT thereon

M/s Maganlal & Co, Chartered Accountants, Mumbai along with M/s N. S. Bhatt & Associates, Chartered Accountants, Mumbai were appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 26th September, 2014

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are rio qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Ravindra B. Shah & Co., internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s H. S. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith

REPLY ON SECRETARIAL AUDITOR OBSERVATION

(i) The limited review report under clause 41 was submitted later separately which inadvertently was left out while publishing quarterly results with stock exchange.

(ii) The company's paid up capital is only Rs. 28 lacs with Bombay Stock Exchange (BSE) listed and scrip is in physical mode with no trading place. The Company is enjoying the services of Practising Company Secretary (PCS) since last so many years for observance and compliance as per the Companies Act, 2013 & SEBI. The Companies Act, 2013 mandates the appointment and the Company is in the process of finding a suitable one.

(iii) The disclosure of interest from Directors was received but in advertently the same was taken in 2nd meeting of F.Y. 2014- 15 and filed accordingly,

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended on March 31,2015 in Form MGT-9 is annexed herewith

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 our company fall under exempted category as the paid-up capital was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company's technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place: Mumbai By Order of the Board DATED: 29/05/2015

REGISTERED OFFICE

MAHUL ROAD, K.R. SHAH T. R. Shah ANTOP HILL, Din 00402482 Din. 00402478 MUMBAI - 400037 Managing Director Joint Managing Director




Mar 31, 2014

The Members, R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 56th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Current Year Rs. Previous Year Rs.

Income Revenue from operations 3,26,48,561 4,48,05,877 ''

Other Income 63,03,759 58,26,976

Total Revenue 3,89,62,320 5,06,32,863

Less; Total Expenses 3,08,10,648 4,28,48,524.

Profit Before Depreciation & Taxation 81,41,672 77,84,329

(-) Depreciation 13,27,646 13,15,429

Profit Before Taxation 68,14,026 64,68,900

(-) Provision for Taxation

(i) Current Tax 24,10,000 21,00,000

(ii) Deferred Tax (200666) (1,00,649)

Profit tor the year 46,04,692 44,69,549

2. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ Rs. 1.50/-per share (Previous Year Rs. 1.50/- per share) for the year ended 31st March, 2014.

3. PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on date of Balance Sheet.

4. REVIEW OF OPERATIONS

The Tunneling work is completed and extension on Mumbra face as additional work is in progress under MRVC for company. The work under joint venture under VIDC - still land has not been acquired and hence no activity is feasible. Further tendering works in progress to secure further works.

5. INSURANCE

All the fixed assets of the Company have been adequately insured.

6. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company. However the same shall be applicable w.e.f.01.10.2014

7. DIRECTORS

Under Article No. 45 (d) of the Articles of Association, Mr. Raghavendra A. Raichur, (Din No. 00235556) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Further Ms. Kalindi Shah, Managing Director whose tenure as Managing Director ends on 31.12.2014 seeks re-appointment for another term. As the Company needs her expertise and skill, the board recommends her re-appointment w.e.f. 01.01.2015.

8. DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, .1956. With respect to Directors'' Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(II) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of the profit & loss of the Company for the year under review

(III) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(IV) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern" basis. .

9. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i)

Your company has obtained the Compliance Certificate from a Practising Company Secretaiy certifying that the Company has complied with various provisions under the Companies Act. This provision has been complied with by the Company..

10. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies particulars of Employees) Rules, 1975 is not applicable.

11. AUDITOR''S REPORT

Regarding comments in the Auditor''s Report, the relevant notes in the accounts are self explanatory.

12. APPOINTMENT OF AUDITORS

M/s Maganlal & Co. Chartered Accountants, Mumbai, & M/s. N. S. Bhatt & Associates., Chartered Accountants Mumbai, Statutory Auditors, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. ''

The Company has received letters from both of them to the effect that their re-appointment, if made, '' would be within the prescribed limits under Section 139(1) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

13. LISTING

The Shares of the Company continue to be listed on The Stock Exchange, Mumbai and the Company has paid the necessary listing fee for the financial year 2014-15.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Company''s technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

15. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.

Place : Mumbai . By Order of the Board DATED: 30/05/2014

REGISTERED OFFICE Mahul Road, Antop Hill, K.R. SHAH Mumbai - 400037 Din No. 00402482 Chairperson & Managing Director


Mar 31, 2010

The Directors have pleasure in submitting their 52nd ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Current Year Rs. Previous Year

RS.

Profit before Deprecation and provision 82,82,123 1,74,05,538 for taxation

(-) Depreciation 16,77,275 18,46,547

TOTAL 66,04,848 1,55,58,991

(-) Provision for Taxation 19,61,520 53,10,349

Profit After Taxation 46,43,328 1,02,48,642

(+) Balance profit brought forward from 1,03,81,689 1,09,48,471 previous year

Amount available for Appropriations 1,50,25,017 2,11,97,113

Less: Appropriation:

Income Tax Earlier Years 16,445 (3,833)

Proposed Dividend 4,20,150 7,00,250

Tax on Proposed Dividend 69,787 1,19,007

Transfer to General Reserve 50,00,000 1,00,00,000

Balance carried to Balance Sheet 95,18,635 1,03,81,689

1,50,25,017 2,11,97,113

2. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 1.507- per share (Previous Year @2.507- per share) for the year ended 31st March, 2010.

3. REVIEW OF OPERATIONS

Neera Deogarh Hydro Electric Project (2 x 3.5 MW) was commissioned in August, 2009.

Work Order under VIDC for Rs. 56,57,32,680/- awarded to Joint Venture with D. Thakkar Construction Pvt. Ltd., Mumbai (but work is yet to commence as land has yet to be acquired by the Project Authorities.)

The Company has quoted for Kalwa -Mumbra Tunnel under Mumbai Railway Vikas Corporation Ltd and likely to receive Work Order shortly. Tendering for works is in process. Works are rather difficult due to fund shortage and heavy competition in market.

4. INSURANCE

All the fixed assets of the Company have been adequately insured.

5. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company.

6. DIRECTORS

Under Article No. 45 (d) of the Articles of Association, Mr. R. A. Raichur retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT.

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956. With respect to Directors Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(II) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state affairs of the Company at the end of the financial year and of the profit & loss of the Company for the year under review

(III) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(IV) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a "going concern" basis.

8. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i)

As per the amendment by Companies Act, 2002 all companies having a paid up Capital of more than Rs. 10 Lakhs but less then Rs. 500 Lakhs requires Compliance Certificate from a Practising Company Secretary certifying that the Company has complied with various provisions under the Companies Act. This provision has been complied with by the Company.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies particulars of Employees) Rules, 1975 is not applicable.

10. AUDITORS REPORT

Regarding comments in the Auditors Report, the relevant notes in the accounts are self explanatory.

11. APPOINTMENT OF AUDITORS

M/s. Maganlal & Company, Chartered Accountants, the Auditors of the Company are due to retire at this Annual General Meeting and are eligible for re-appointment.

12. LISTING

The Shares of the Company continue to be listed on The Stock Exchange, Mumbai and the Company has paid the necessary listing fee for the financial year 2010-11.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Companys technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

14. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.



MUMBAI By Order of the Board

DATED : 31/05/2010

REGISTERED OFFICE K.R. SHAH

Mahul Road, Antop Hill,

Mumbai - 400 037. Chairperson & Managing Director



 
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