The Board of Directors is pleased to present the Company s 71st annualreport and the Company s Audited Financial Statements for the financial year ended March31 2019.
1. Financial results
The Company s financial performance for the year ended March 31 2019 is summarizedbelow:
Financial Results :
| || ||(Rupees in Lacs) |
| ||2018-19 ||2017-18 |
|Revenue from operations ||561.30 ||552.36 |
|Other Income ||8.62 ||69.46 |
|Total Income ||569.92 ||621.82 |
|Profit/ (Loss) before finance costs and Depreciation ||158.31 ||207.26 |
|Less: Finance costs ||242.75 ||554.84 |
|Depreciation ||24.09 ||18.52 |
|Profit/(Loss) after finance cost and depreciation Carried to balance sheet ||(108.53) ||(366.10) |
2. Company s performance and state of affairs of the company
* Total income has increased to Rs. 561.30 Lacs from Rs.552.36 Lacs in the previousyear.
* Loss after finance cost and depreciation has decreased to Rs. 108.53 Lacs for theyear ended 31st March 2019 compared to previous year Rs. 366.10 Lacs.
3. Dividend and transfer to reserves
In view of the loss the Board of Directors is unable to recommend any dividend for thefinancial year 2018-19 and no amount is transferred to Reserves for the financial year2018-19.
4. Material changes affecting the company
There have been no material changes and commitments affecting the financial position ofthe company between end of the financial year and date of this report. There has been nochange in the nature of business of the company.
5. Transfer of Preference Shares
During the year under review the privately placed unlisted 4820000 7%- CumulativeRedeemable Preference Shares of the face value of Rs.100/ each which were allotted on14-5-2011 and due for redemption on 14-5-2018 extended for further period of 7 years from14-5-2018 with reduced rate of Dividend to 0.1% from 1st April 2018 approved by theBoard of Directors as agreed by the preference shareholders.
During the year under review the said preference shares were transferred as under :
|Names of Transferors ||Number of Shares ||Names of Transferees |
|1) Anchor Leasing Private Limited ||1205000 ||Mr. Mehul Jadavji Shah |
|2) Anchor Leasing Private Limited ||1205000 ||Mr. Hemang Jadavji Shah |
|3) Real Value Leasing Private Limited ||1205000 ||Ms. Usha Atul Shah |
|4) Real Value Leasing Private Limited ||1205000 ||Ms. Heena Sanjay Shah |
|Total ||4820000 || |
6. Secretarial Standards
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2relating to the Meetings of the Board of Directors and General Meetings respectivelyhave been duly followed by the Company.
7. Director s Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profitand loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operating; and
f) the Directors have revised proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems are adequate and operatingeffectively.
8. Contracts and arrangements with related parties
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arms length basis andthat the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC-2 is not required.
Memebers may refer to Note No 32 to the financial statement which sets out relatedparty disclosures pursuant to Ind AS.
9. Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibility (CSR) under section 135 ofthe Companies Act 2013 are not applicable to the Company.
10. Risk Management
The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.
The development and implementation of Risk Management Policy has been covered inManagement Discussion & Analysis which forms part of this report.
11. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
12. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and Articles of Association of theCompany Mrs Jaywanti Jadavji Shah and Mr Sanjay Damji Shah retire by rotation and beingeligible offers themselves for re-appointment at the ensuing annual general meeting. TheBoard of Directors on recommendation of Nomination & Remuneration Committee hasrecommended their re-appointment.
As per the provisions of the Companies Act 2013 Independent Directors have beenappointed for a period of 5 years and shall not be liable to retire by rotation. TheCompany has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the act and thelisting regulations.
The board comprises of the following directors and key managerial personnel of thecompany The Chairman and Managing Director of the company is Mehul Jadavji Shah.Independent Directors viz Mr Sanjay premji Shah Mr Yogesh Janakrai Shah and Mr SachikumarAdalja. Non Independent Directors viz Mr Dinesh Poddar Mr Sanjay Damji Shah and MrsJaywanti Jadavji Shah.
Mr Mahendra Savaliya has been appointed as Chief Financial Officer of the Company witheffect from 14th February 2019. Ms Anita Vyas has been appointed as CompanySecretary of the Company with effect from 25th May 2018.
13. Meetings of the Board
Six meetings of the Board of Directors were held during the year on the following datesnamely 25/05/2018 25/06/2018 14/08/2018 14/11/2018 14/02/2018 and 06/03/2019
14. Audit Committee
The Company has constituted the Audit Committee which comprises of IndependentDirectors viz. Mr. Yogesh Janakrai Shah (Chairman) Mr Sanjay Premji Shah and Mr. DineshPoddar (Non Independent Director) as other members. All the recommendations made by theAudit Committee were accepted by the Board.
15. Nomination & Remuneration Committee:
The Company has constituted the Nomination & Remuneration Committee of the Board isconstituted to formulate and recommend to the Board from time to time a compensationstructure for Managing Directors/Whole-time Directors and Managerial Personnel of theCompany.
The nomination and Remuneration Committee comprises Independent Directors viz. Mr.Yogesh Janakrai Shah (Chairman) Mr Sanjay Premji Shah and Mr. Dinesh Poddar (NonIndependent Director) as other members.
16. Stakeholders Relationship Committee
The Company has constituted stakeholders Committee comprises of three Directors namelyMr. Yogesh Janakrai Shah (Chairman) Mr Sanjay Premji Shah and Mr. Dinesh Poddar (NonIndependent Director) as other members.
17. Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
18. Auditors and auditors report
M/s. A. C. Modi & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 29thSeptember2017. for a term of five consecutive years. They have confirmed that they arenot disqualified from continuing as Auditors of the Company. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by the members at every Annual General Meeting.
In accordance with Companies Amendement Act 2017 enforced on 7th May 2018by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part ofthis report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
The Board has appointed D. Kothari & Associates Practising Company Secretaries toconduct the Secretarial Audit. The Secretarial Audit Report for the financial year endedMarch 31 2019 is annexed herewith and marked as Annexure I to this report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
19. Vigil mechanism
The Vigil Mechanism of the Company which also includes Whistle Blower Policy includesan ethics and compliance task force comprising senior executives of the Company. Protecteddisclosures can be made by Whistle Blower through an email or letter to the Chairman ofthe Audit Committee. No person has been denied access to the Audit Committee.
20. Particulars of loans given investments made Guarantees given and securitiesprovided
The Company has not given any loans or made any investments or provided guarantees u/s186 of the Companies Act 2013.
21. Conservation of energy technology absorption and foreign exchange earnings andoutgo.
The particulars related to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the act are provided inAnnexure II to this report.
22. Annual return
Extract of Annual Return of the Company is annexed herewith as Annexure III to thisreport. Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 annual return has been placedon the Company s website : www.shah-construction.in as per Section 134(3)(a) of theCompanies Act 2013.
23. Particulars of employees and related disclosures
The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise Having regard to the provisions of the firstproviso to Section 136(1) of the act the annual report excluding the informationregarding the top ten employees is being sent to the members of the Company. The saidinformation is available for inspection on all working days during the business hours atthe registered office of the Company. Any member interested in obtaining such informationmay write to the Company Secretary and the same shall be furnished on request.
Your Directors take that no disclosure or reporting required in respect of thefollowing items as there were no transactions on these items during the year under review.
1) Details relating to deposits covered under Chapter V of the act.
2) Issue of Equity Shares to differential rights as to dividend voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company.
4) The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from the subsidiaries does not arise.
5) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operation in the future.
6) No fraud has been reported by the auditors to the Audit Committee or the Board.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express the sincere appreciation for the assistance andcooperation received from Shareholders Bank Government Authorities and other Businessconstituents during the year under review.
Your Directors would also like to appreciate the commitment displayed by the humanresources of the Company.
| ||On behalf of the Board of Directors |
|Date: 15th May 2019 || |
|Place: Mumbai || |
|Mr Mehul Jadavji Shah ||Mr Dinesh Keshardeo Poddar |
|Managing Director ||Director |
|DIN:00933528 ||DIN: 00158597 |
|Sanjay D. Shah || |
|Director || |
|DIN:00292226 || |