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R J Shah & Company Ltd.

BSE: 509845 Sector: Engineering
NSE: N.A. ISIN Code: INE712Z01019
BSE 00:00 | 04 Jan R J Shah & Company Ltd
NSE 05:30 | 01 Jan R J Shah & Company Ltd
OPEN 405.65
PREVIOUS CLOSE 405.65
VOLUME 150
52-Week high 430.55
52-Week low 370.50
P/E 24.17
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 405.65
CLOSE 405.65
VOLUME 150
52-Week high 430.55
52-Week low 370.50
P/E 24.17
Mkt Cap.(Rs cr) 11
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

To

The Members

R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 64TH ANNUAL REPORT alongwith the Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2022.

FINANCIAL RESULTS

Current Year ended 31.03.2022 Previous Year ended 31.03.2021
(Rs. In Lacs) (Rs. In Lacs)
Income
Revenue from operations 0 0
Other Income 198.18 201.48
Total Revenue 198.18 201.48
Less : Total Expenses (Excluding 114.13 123.07
Depreciation)
Profit Before Depreciation & Taxation 84.05 78.41
# (-) Depreciation 7.30 7.35
Profit Before Taxation 76.75 71.06
(-) Provision for Taxation 23.80 21.00
(i) Current Tax
(ii) Deferred Tax (1.59) (2.12)
Profit for the year 54.54 52.18

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March 2022 is Rs.198.18/- Lacs asagainst Rs. 201.48/- Lacs in the previous year. Profit before taxation is Rs 76.75/- Lacsas against Rs. 71.06/- Lacs in the previous year. The net profit of the Company for theyear under review was placed is Rs. 54.54 /- Lacs as against Rs. 52.18/- Lacs in theprevious year.

DIVIDEND

The Board of Directors are pleased to recommend dividend @ 25% i.e. Rs.2.50/- per shareon 2 80100 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.

-SHARE CAPITAL

The paid up equity capital as on March 31 2022 was Rs.28 01000/-. 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 March31 2022 and the date of this report i.e. May 23 2022.

GENERAL

During the financial year 2021-22 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.

DIRECTOR & KMP

Ms. Tejaswini R. Shah has been reappointed as a Joint Managing Director for furtherperiod of 5 Years with effect from 09th May 2022 & Ms. Kalindi R. Shah hasbeen proposed to be reappointed as a Managing Director for further period of 5 Years witheffect from 01st January 2023 and Mr. Neville Mody has been appointed as anAdditional Independent Director of the company w.e.f. 20th May 2022

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) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

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 2021-22 the Board ofDirectors met Four times. The maximum gap between any two meetings was less than onehundred and twenty days as stipulated under Regulation 17 of the Listing Regulations andSecretarial 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 is given in the notes to the financialstatements.

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 an d 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:

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 theCompanies Act 2013. Four meetings of the Audit Committee were held during the financialyear 2021-22.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company’s Stakeholders Relationship Committee has been constituted as persection 177 of the Companies Act 2013 Three meeting of the Stakeholder RelationshipCommittee held During 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 Section 139 of the Companies Act 2013 rules made there under the Boardof Directors on the recommendation of the Audit Committee appoint M/s. N S Bhatt & Co.(FRN: 101342W) as the Statutory Auditors of the Company in place of M/s. Brijesh Dutt& Associates Chartered Accountants (Firm’s Registration No. 144568W) theretiring statutory auditor to hold the office from the conclusion of the 64thAnnual General Meeting until the conclusion of the 69th Annual General Meetingof the Company to be held in the year 2027.

INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company has appointed M/s. BrijeshDutt & Associates internal auditors for the year to 2022-23 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company’spolicies and ensure statutory and other compliance through periodical checks and internalaudit.

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 year2021-22.

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 SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 exceptthe Company has not maintained a functional website as per regulation 62(1)

The Company is in the process to maintain a 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 the year 2014-15the underlying shares are also due for transfer to the IEPF Authority in case the dividendremaining unclaimed for a further 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.

DEMATERIALIZATION OF SHARES

As on 31st March 2022 there were approximately 203460 Equity Shares dematerializedthrough depository viz. Central Depository Services (India) Limited (CDSL) whichrepresents about 72.64 % of the total issued subscribed and paid-up capital of theCompany.

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 31 2022 in Form MGT-9 isannexed herewith

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act 2013CSR Committee of the Board of Directors had framed the policy on Corporate SocialResponsibility and the Projects and Programmes undertaken by the Company during year underreview have been provided in Annexure-II and forms part of this Report.

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

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure II of this report in the format prescribed in Directors' Report I 39 theCompanies (Corporate Social Responsibility Policy) Rules 2014..

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 Rs.30.92 Crores as on the last day of the previous financialyear (audited). i.e. 31.03.2022.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company’s premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Company has in placerobust policy on prevention of sexual harassment at workplace which is in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Internal Complaints Committee (‘ICC’) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. ICC has its presence at corporate office as wellas at site locations. The Policy is gender neutral.

During the year under review No complaint with allegation of sexual harassment wasfiled with ICC as per the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

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. Company has installed with their own fund 10 KW Solar Energy plant on roof top(Terrace) of building & would start getting benefits from BEST from next financialyear. 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company confirms compliance with the applicable requirements of secretarialstandards 1 and 2.

ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19(COVID-19)

COVID-19 is the infectious disease caused by the most recently discovered coronavirusSARS-CoV-2. In March 2020 the WHO declared COVID-19 a pandemic.

The Company has adopted measures to curb the spread of infection in order to protectthe health of our employees and ensure business continuity with minimal disruption.

The Company immediately took steps to mitigate sanitary and health risks and theCompany promptly set up a team of experts to assist the Health and Safety at Work places.

In assessing the recoverability of receivables and other financials assets the Companyhas considered internal and external information upto the date of approval of theseStandalone financial statements. The impact of the global health pandemic may be differentfrom that of estimated as at the date of approval of these standalone financial statementsand the Company will continue to closely monitor any material changes to future economicconditions.

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: 23/05/2022
REGISTERED OFFICE
MAHUL ROAD K.R. SHAH T. R. Shah
ANTOP HILL Din 00402482 Din. 00402478
MUMBAI - 400037 Managing Director Joint Managing Director

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