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R J Shah & Company Ltd.

BSE: 509845 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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OPEN 287.70
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VOLUME 100
52-Week high 287.70
52-Week low 287.70
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
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R J Shah & Company Ltd. (RJSHAHCO) - Director Report

Company director report

2016-2017

To

The Members

R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 59th ANNUAL REPORT alongwith the Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2017.

FINANCIAL RESULTS

Current Year ended 31.03.2017 Previous Year ended 31.03.2016
(Rs.) (Rs.)
Income
Revenue from operations 145359554 8130520
Other Income 11798042 6800667
Total Revenue 157157596 14931187
Less: Total Exoenses (Excludino Depreciation! 86785581 11756596
Profit Before Depreciation & Taxation 70372015 3174591
# (-) Depreciation 1408664 1778511
Profit Before Taxation 68963351 1396080
{-) Provision for T axation
(i) Current Tax 23215000 830000
(ii) Deferred Tax (337312) (411425)
Profit for the year 46085663 977505

OPERATIONAL REVIEW:

Gross revenues for the year ended 31<* March 2017 is Rs. 157157596/- as againstRs. 14931187/- in the previous year. Profit before depreciation and taxation is Rs.70372015/- as against Rs. 3174591/- in the previous year. The net profit of theCompany for the year under review was placed is Rs. 46085663/- as against Rs 977505/-in the previous year.

DIVIDEND

The Board of Directors are pleased to recommend dividend @100% i.e. Rs. 10/- per shareon 280100 Equity shares of Re.10/- each for the year under review subject to theapproval of members at the ensuing Annual General Meeting of the Company.

The dividend if approved by the Shareholders at the Annual General Meeting shallentail a payout of Rs.2801000/- and Dividend Distribution Tax (DDT) of Rs.570284/-.

SHARE CAPITAL

The paid up equity capital as on March 31 2017 was Rs.2801000/-. During the yearunder review the Company has not issued any shares. .

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company as on March312017 and the date of this report i.e. May 152017.

GENERAL

During the financial year 2016-17 your Company has not accepted any deposit within themeaning 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 Tribunalswhich 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 Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. During the year no casewas reported to the Committee constituted under the said Act

DIRECTOR &KMP

Dr. Manubhai Patel (DIN 00909485) shall be the Director liable to retire by rotation atthe ensuing Annual General Meeting in accordance with the provisions of the Companies Act2013 and Articles of Association of the Company; and being eligible offers himself forre-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

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

Board Evaluation

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

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) 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 the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

Meetings

Minimum four prescheduled Board meetings are held every year. Additional meetings areheld to address specific needs of the Company. In case of any exigency/ emergencyresolutions are passed by circulation. During the Financial Year 2016-17 the Board ofDirectors met four times on- 30/05/201611/08/201611/11/2016 and 10/02/2017. The maximumgap between any two meetings was less than one hundred and twenty days as stipulatedunder Regulation 17 of the Listing Regulations and Secretarial Standards.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The detail of the investments made by company isgiven 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 andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies.

Based on the report of internal audit function corrective action is taken and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective 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 section178(1) of the Companies Act 2013. One Meeting of the Nomination & RemunerationCommittee Held during the Year

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non- Executive Directors:

The Board decides the payment of commission within the limits in ensuing Annual GeneralMeeting not exceeding 1% of its net profit to Non-executive Directors shall be applicablesubject to approval by members of the Company in general meeting. During the year nocommission was paid to the nonexecutive Directors of the

Remuneration by way of sitting fees for attending Board meetings are paid toNon-executive Director per meeting Rs. 5000/- per person

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the CompaniesAct 2013. Four meetings of the Audit Committee were held during the financial year2016-17.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section177 of the Companies Act 2013 two meeting of the Stakeholder Relationship CommitteeDuring the year

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

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

A high level Committee has been constituted which looks into the complaints raised. TheCommittee 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 constituteda business risk management committee. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Boardsreport.

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

AUDITORS & REPORT thereon

Pursuant to the provisions of Section 139 of the Companies Act 2013 the term ofStatutory Auditors of the Company M/s. N S Bhatt & Associates (FRN:130891W) ends atthe conclusion of the ensuing Annual General Meeting and not eligible for reappointment.The Audit Committee has recommended the appointment of M/s. Brijesh Dutt & Assocaites.(FRN: 144568W) in place of retiring Statutory Auditors. M/s. Brijesh Dutt &Assocaiteds. have furnished a certificate that their appointment if made will be withinthe limits prescribed under the Companies Act. The Directors recommend their appointmentas the Statutory Auditors for a period of five years for approval of the Members. Membersare requested to approve their appointment as Statutory Auditors to hold office from theconclusion of this Annual General Meeting until the conclusion of the 64th Annual GeneralMeeting of the Company subject to the ratification of their appointment by the Members atevery Annual General Meeting till the 63rd Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company has appointed M/s. RavindraB. Shah & Co. internal auditors for the year to 2016-2017 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules applicable to costauditors the company was not liable to appoint Cost auditors for the financial year2016-17.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Deepak Rane a Practicing Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith

REPLY ON SECRETARIAL AUDITOR OBSERVATION

(i) The company's paid up capital is only Rs. 28 lacs with Bombay Stock Exchange (BSE)listed and the shares are in physical mode with no trading place. The Company is enjoyingthe services of Practising Company Secretary (PCS) since last so many years for observanceand compliance as per the Companies Act 2013 & other applicable corporate laws. TheCompanies Act 2013 mandates the appointment but since the company's sole purpose ofcontinuation is to recover its outstanding and no further orders have been executed forthe last few years the appointment looks very difficult and un viable ' •

(iii) e-voting Facility AS the Company's shares are in physical mode with no activitytaking place and further the linkage of electronic mode has not been availed by theCompany the e-voting facility has not been granted by the Company to the shareholder butthe ballot paper options has been given in its place

(iii) The company's paid up capital is only Rs. 28 lacs with Bombay Stock Exchange(BSE) listed and the shares are in physical mode with no trading place. Company's solepurpose of continuation is to recover its outstanding and no further orders have beenexecuted for the last few years so the company has not maintain functional website

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In pursuance of the provisions of Section 124(6) of the Companies Act 2013 and theIEPF (Accounting Audit. Transfer and Refund) Rules 2016 notified on 7th September 2016in addition to the transfer of amounts of unclaimed/ unpaid dividend for 2008-09 theunderlying shares are also due for transfer to the IEPF Authority in case the dividend offurther 7 (Seven) continuous years.

This was in pursuance of the recent enforcement of section 124(6) of the Companies Act2013 and the Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 which requires every Company to mandatorily transfer to IEPF theunderlying shares in respect of which unpaid/ unclaimed dividend has been transferred toIEPF and for which the dividend has still remained unpaid or unclaimed for a consecutiveperiod of next 7 (seven) years.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of AnnualReturn of the Company for the financial year ended on March 312017 in Form MGT-9 isannexed herewith

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with regulations under the Companies Act 2013; CSR Committee has beenconstituted and CSR policy has been adopted by the Company.

Since there was no average profit in the last three financial years; your Company wasnot required to spend statutorily on CSR activities during the year.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 02nd September 2015 TheCompany is under exempted category as the paid up equity capital of the Company is belowRs.10 Crores and Net worth is below Rs.25 Crores as on the last day of the previousfinancial year (audited). i.e. 31.03.2017.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyis not applicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

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

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the year under review there were no frauds reported by Statutory Auditors underprovision of section 143(12) of the Companies Act 2013 and rules there under. .

ACKNOWLEDGEMENTS:

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

Place: Mumbai By Order of the Board
DATED: 15/05/2017
REGISTERED OFFICE
MAHULROAD K.R. SHAH T. R. Shah
ANTOPHILL Din 00402482 Din. 00402478
MUMBAI -400037 Managing Director Joint Managing Director