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R J Shah & Company Ltd.

BSE: 509845 Sector: Engineering
NSE: N.A. ISIN Code: INE712Z01019
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NSE 05:30 | 01 Jan R J Shah & Company Ltd
OPEN 905.45
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VOLUME 50
52-Week high 909.95
52-Week low 302.05
P/E 1.97
Mkt Cap.(Rs cr) 25
Buy Price 862.35
Buy Qty 50.00
Sell Price 905.45
Sell Qty 50.00
OPEN 905.45
CLOSE 905.45
VOLUME 50
52-Week high 909.95
52-Week low 302.05
P/E 1.97
Mkt Cap.(Rs cr) 25
Buy Price 862.35
Buy Qty 50.00
Sell Price 905.45
Sell Qty 50.00

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 60th ANNUAL REPORT along with theAudited Balance Sheet and Profit & Loss Account for the year ended 31st March 2018.

FINANCIAL RESULTS

Current Year ended 31.03.2018 Previous Year ended 31.03.2017
(Rs.) (Rs.)
Income
Revenue from operations 0 145359554
Other Income 12390104 11807702
Total Revenue 12390104 157167256
Less: Total Expenses (Excluding Depreciation) 6092273 8.67.85.581
Profit Before Depreciation & Taxation 6297831 70381675
# (-) Depreciation 1295144 1384629
Profit Before Taxation 5002687 68997046
(-) Provision for Taxation (i) Current Tax 1541000 23215000
(ii) Deferred Tax (292630) (331123)
Profit for the year 3754317 46113169

OPERATIONAL REVIEW:

Total revenues for the year ended 31st March 2018 is Rs. 12390104/- as against Rs.157167256/- in the previous year. Profit before depreciation and taxation is Rs 6297831/- as against Rs. 70381675/- in the previous year. The net profit of the Companyfor the year under review was placed is Rs. 3754317/- as against 46113169/- in theprevious year.

DIVIDEND

The Board of Directors are pleased to recommend dividend @ 15% i.e. Rs. 1.50/- pershare on 280.100 Equity shares of Rs. 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. 420150/-.

SHARE CAPITAL

The paid up equity capital as on March 31 2018 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 March31 2018 and the date of this report i.e. May 25 2018.

GENERAL

During the financial year 2017-18 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 00402478) 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 herself forre-appointment.

Approval of shareholders is also being sought for the re-appointment of Ms. Kalindi R.Shah Managing Director for a further period of 5 years with effect from January 01 2018which the Board recommends.

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 hem 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 safeguardingdie 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 ofail applicable laws and that such system were adequate and operating effectively.

SUB9DIARY 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 2017-18 the Board ofDirectors met four times on-15/05/201711/09/201730/11/2017 and 08/02/2018. 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:

At related party transactions that were entered ink) during the financial year were onarm's lengfii basis and were in the ordinary course of the business. There are nomaterially significant related parly transactions made by the company with Promoters-KeyManagerial Personnel or otter persons which rosy have potential conflict with interest ofthe 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 Art 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 witti 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 Art 2013. One Meeting of the Nomination & RemunerationCommittee Held during the Year

BEMMNERATIPN 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 responsibiities shouldered . industry standardsas well 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 the CompaniesAct 2013. Four meetings of the Audit Committee were held during the financial year2017-18.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

AUDITORS & REPORT thereon

The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2018. The Notes on financialstatement referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

In accordance with Sec 139 of the Companies Act 2013 M/s. Brfjesh Dutt &Assocaites. (FRN: 144568W) were appointed by the shareholders of the Company at theAnnual General Meeting held on September 262017 as Statutory Auditors for a period of 5years to hold office until the conclusion of the 64th Annual General Meeting of theCompany in calendar year 2022. .

INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company has appointed M/s. N S Bhatt& Co. internal auditors for the year to 2017-2018 to conduct the internal audit andto ensure adequacy of the Internal controls adherence to Company's policies and ensurestatutory 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 sendees 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 no further orders have beenexecuted for the last few years the appointment looks veiy 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 the year 2010-11the 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.

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 2017 in Form MGT-9 isannexed herewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with the regulations under the Companies Act 2013; CSR Committee hasbeen constituted and CSR policy has been adopted by the company. The average profit forthe last three financial years is Rs.25733699. The amount of Rs.514674 (2% ofRs.25733699) need to be spent on CSR activities by the company. However Ore companyhas not spent any amount against the same during the financial year 2017-18 which will bespend on financial year 2018-19 as the Company could not identify any specific projects.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 02> 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. 31.03.2018

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 complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. ICC has its presence at corporate office as well as at sitelocations. The Policy is gender neutral.

During the year under review No complaint with allegation of sexual harassment wasfiled with ICC detailed investigation was carried out and same was disposed-off as perthe provisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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 eneigy 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: 25/05/2018
REGISTERED OFFICE
MAHULROAD K.R. SHAH T. R. Shah
ANTOPHILL Din 00402482 Din. 00402478
MUMBAI-400037 Managing Director Joint Managing Director