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, 2012
To, The Members of R. J. Shah & Co. Ltd.
The Directors have pleasure in submitting their 54th ANNUAL REPORT
along with the Audited Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2012.
1. FINANCIAL RESULTS
Current Year Previous Year
Income
Revenue from operations 1,34,58,740 3,41,62,328
Other Income 70,28,604 35572843
Total Revenue 2,04,87,344 6,97,35,171
Less : Total Expenses 1,53,41,800 3,67,15,893
Profit Before Depreciation & 51,45,544 3,30,19,278
Taxation (-) Depreciation 16,69,392 15,92,199
Profit Before Taxation 34,76,152 3,14,27,079
(-) Provision for Taxation 10,62,347 1,04,71,587
Profit After Taxation 24,13,805 2,09,55,492
( ) Balance profit
brought forward from 1,72,18,735 95,18,635
previous year
Amount available for Appropriations 1,96,32,540 3,04,74,127
Less: Appropriation:
_Proposed Dividend 420150 28,01,000
Tax on Proposed Dividend 68159 4,54,392
Transfer to General Reserve 10,00,000 1,00,00,000
14,88,309 1,32,55,392
Net Surplus in the Profit & Loss A/1,81,44,231 1,72,18,735
2. DIVIDEND
Your Directors are pleased to recommend payment of Dividend @ 1.50/-
per share (Previous Year 10/- per share) for the year ended 31st March,
2012. .
3. REVIEW OF OPERATIONS
The tunneling work of company under MRVC for railways is progressing
with many constrains. The work under joint venture, Dept - VIDC has not
acquired the land and hence no activity is feasible. Further tendering
in process to secure further works.
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, Dr. M. N.
Patel, 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, 2012, 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, 2012 on a "going concernà 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 10 Lakhs but less then 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. AUDITOR'S REPORT
Regarding comments in the Auditor's Report, the relevant notes in the
accounts are self explanatory.
11. APPOINTMENT OF AUDITORS
M/s Maganlal & Co. Chartered Accountants, Mumbai, Statutory Auditors of
the Company retires at the ensuing Annual General Meeting. The retiring
auditor has suggested to the Board the re-appointment of himself i.e.
M/s Maganlal & Co. Chartered Accountants along with M/s. N. S. Bhatt &
Co., Chartered Accountants, to be appointed as joint Auditors of the
Company and you are requested to consider their re-appointment along
with joint Auditor. The Auditors have given the certificate that the
re-appointment, if made, will be within the prescribed limit specified
under section 224 (1B) of the Companies Act, 1956.
The Auditors' observations read with the Notes to the accounts are
self explanatory.
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 2012-13.
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
Company's 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: 30/05/2012
REGISTERED OFFICE K.R. SHAH
Mahul Road, Antop Hill,
Mumbai - 400 037. 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