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R J Shah & Company Ltd.

BSE: 509845 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
BSE LIVE 15:12 | 02 Dec Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 284.00
PREVIOUS CLOSE 270.55
VOLUME 100
52-Week high 284.00
52-Week low 0.00
P/E 1.71
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 284.00
CLOSE 270.55
VOLUME 100
52-Week high 284.00
52-Week low 0.00
P/E 1.71
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R J Shah & Company Ltd. (RJSHAHCO) - Director Report

Company director report

2014-2015

To

The Members

R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 57th ANNUAL REPORT alongwith the Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2015.

FINANCIAL RESULTS

Current Year ended 31.03.2015 Previous Year ended 31.03.2014
(Rs.) (Rs.)
Income
Revenue from operations 25956295 32648561
Other Income 6444764 6303759
Total Revenue 32401059 38952320
Less: Total Expenses (Excluding Depreciation) 23147033 30810648
Profit Before Depreciation & Taxation 9254026 8141672
# (-) Depreciation 2412359 1327646
Profit Before Taxation 6841667 6814026
(-) Provision for Taxation (i) Current Tax 2680000 2410000
(ii) Deferred Tax (492585) (200566)
Profit for the year 4654252 4604592

# (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 overthe useful life in the manner prescribed in Schedule II of the Companies Act 2013 asagainst the earlier practice of depreciating at the rates prescribed in Schedule XIV ofthe companies act 1956.

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March 2015 is Rs. 32401059/- asagainst Rs. 38952320/- in the previous year. Profit before depreciation and taxation isRs. 9254026/- as against Rs. 8141672/- in the previous year. The net profit of theCompany for the year under review was placed is Rs. 4654252/- as against Rs. 4604592/-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.2801000/-. During the yearunder review the Company has not issued any shares.

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 March312015 and the date of this report i.e. May 292015.

GENERAL

During the financial year 2014-15 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

Ms. Swati Agrawal retires by rotation and being eligible offers herself forre-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 & KeyManagerial 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 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

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 gapbetween 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 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.

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:

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

AUDIT COMMITTEE

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section177 of the Companies Act 2013.

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

M/s Maganlal & Co Chartered Accountants Mumbai along with M/s N. S. Bhatt &Associates Chartered Accountants Mumbai were appointed as Statutory Auditors for aperiod 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 andapproved in the ensuing Annual General Meeting.

There are rio 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 2015-2016 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 year2015-16.

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 hasappointed M/s H. S. Associates a firm of 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 limited review report under clause 41 was submitted later separately whichinadvertently 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 enjoyingthe services of Practising Company Secretary (PCS) since last so many years for observanceand compliance as per the Companies Act 2013 & SEBI. The Companies Act 2013 mandatesthe 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 thesame was taken in 2nd meeting of F.Y. 201415 and filed accordingly

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 312015 in Form MGT-9 isannexed herewith

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement 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 2014our company fall under exempted category as the paid-up capital was below Rs.10 Crores andNet Worth was below Rs. 25 Crores.

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.

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

 

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