r j shah company ltd share price Directors report

OPERATIONAL REVIEW:

Gross revenues for the year ended 31^st March, 2023 is Rs.202.14/- Lacs as against Rs. 198.18/- Lacs in the previous year. Profit before taxation is Rs 79.36/- Lacs as against Rs. 76.75/- Lacs in the previous year. The net profit of the Company for the year under review was placed is Rs. 57.86/- Lacs as against Rs. 54.54/- Lacs in the previous year.

DIVIDEND

The Board of Directors are pleased to recommend dividend @ 25% i.e. Rs.2.50/- per share on 2,80,100 Equity shares of Re.10/- each for the year under review subject to the approval of members at the ensuing Annual General Meeting of the Company.

-SHARE CAPITAL

The paid up equity capital as on March 31, 2023 was Rs. 28,01,000/-. During the year under 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 financial position of the Company between the end of the financial year of the Company as on March 31, 2023 and the date of this report i.e. May 25, 2023.

GENERAL

During the financial year 2022-23, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

Arbitration award given by railways for MRVC LTD for INR 27,24,246 has been challenged in Honble High court of Mumbai and awaiting independent arbitrator. The matter for ghatghar and mokhabandi in high court of Mumbai and awaiting orders for appointment of arbitrator.

For Wan project the arbitration between Company and Hydro dept of gov of Maharashtra is in admission stage of hearing before honourable high court appointed Retd Justice Shri Rajesh G Ketkar

The Company has on lease in MIDC about 2000 sq mt of plot at Dombivli and Company has received the offer for the same. If the price payment is attractive, the Company would like to sell the balance period of lease to the party.

DIRECTOR & KMP

Ms. Tejaswini R. Shah has been reappointed as a Joint Managing Director for further period of 5 Years with effect from 09^th May, 2022 & Ms. Kalindi R. Shah has reappointed as a Managing Director for a further period of 5 Years with effect from 01^st January, 2023 and Mr. Neville Mody was appointed as an additional independent director of the company w.e.f. 20^th May, 2022 & appointed as independent director in an Annual General Meeting held on 16^th August, 2022.

Not to take up retiring by rotation in the forthcoming Annual General Meeting as the rest of the board members are either managing directors/whole time directors or independent directors

DECLARATION OF INDEPENDENT DIRECTORS

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

Declaration by Independent Director:

The terms and conditions of appointment of Independent Directors are in accordance with the Listing Regulations and also as per the provisions of the Companies Act, 2013 (“Act”) read with Schedule IV to the Act.

The Company has received annual declaration from all the Independent Directors that they meet the criteria of independence as prescribed u/s 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Your Company has also received confirmation that Independent Directors are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management. They have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.

All the Members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31 March, 2023 and a declaration to that effect, signed by the chairman, is attached and forms part of this Report.

Board Evaluation

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all 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 are held to address specific needs of the Company. In case of any exigency/ emergency, resolutions are passed by circulation. During the Financial Year 2022-23 the Board of Directors met Five times. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under 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 on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company website and can be accessed at the Web link:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given 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 and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations an d recommendations along with corrective 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 section 178(1) of the Companies Act, 2013. One Meeting of the Nomination & Remuneration Committee Held during the Year.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non- Executive Directors:

Remuneration by way of sitting fees for attending Board meetings, are paid to Non-executive Director per meeting Rs. 5,000/- per person

AUDIT COMMITTEE

The Companys Audit Committee has been constituted as per section 177 of the Companies Act, 2013. Four meetings of the Audit Committee were held during the financial year 2022-23.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Companys Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013, Three meeting of the Stakeholder Relationship Committee held During the year

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

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

A high level Committee has been constituted which looks into the complaints raised. The Committee 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 constituted a business risk management committee. The details of the committee and its terms of reference 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 the existence of the company.

AUDITORS & REPORT thereon

Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of 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 (Firms Registration No. 144568W), the retiring statutory auditor, to hold the office from the conclusion of the 64^th Annual General Meeting until the conclusion of the 69^th Annual General Meeting of 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. Brijesh Dutt & Associates, internal auditors for the year to 2022-23 and subsequently M/s. Anish Mehta & Associates has been appointed for 23-24 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2022-23.

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 has appointed M/s Bhumika & Co., a Practicing Company Secretaries in practice to undertake the Secretarial Audit and Secretarial Compliance report 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, except the Company has not maintained a functional website as per regulation 62(1)

The Company has partially updated the website of the Company due to website being functional in march 2023, advisable to upload the data under Reg 46 of SEBI (LODR), 2015 and the Company has taken necessary steps and will be completing the balance updation asap ii) submission of Related Party Transactions for the half year ended September, 2022 The delay in submission was due to an inadvertent and Oversight and due to under the impression that Company falls under exemption category specified under Reg 15(2) of SEBI (LODR), 2015 iii) non-submission of Corporate Governance Report for the quarater ending 30.09.2022 pertaining to Reg 27 (2). The Company was under the knowledge that both the criteria mentioned under Reg 15(2) of SEBI (LODR), 2015 is to be followed but later on after clarification from BSE, CG report was submitted from Sept, 2022

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In pursuance of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 notified on 7th September, 2016, in addition to the transfer of amounts of unclaimed/ unpaid dividend for the year 2015-16, the underlying shares are also due for transfer to the IEPF Authority in case the dividend remaining unclaimed for a further 7 (Seven) continuous years.

This was in pursuance of the recent enforcement of section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which requires every Company to mandatorily transfer to IEPF, the underlying shares in respect of which unpaid/ unclaimed dividend has been transferred to IEPF and for which the dividend has still remained unpaid or unclaimed for a consecutive period of next 7 (seven) years.

DEMATERIALIZATION OF SHARES

As on 31st March 2023, there were approximately 235360 Equity Shares dematerialized through depository viz. Central Depository Services (India) Limited (CDSL), which represents about 84.03 % of the total issued, subscribed and paid-up capital of the Company.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) and 134(3) (a) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual Return in Form MGT - 7 is available on Companys website and Web link of Annual Return The Annual Return of the Company for the financial year ended 31st March, 2023 in Form MGT-7 is available on the Companys website and can be updated for FY 22-23 at: https:rjshahandco.com

Disclosures pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

*The Company has paid sitting fees of Rs. 5000 per board meeting to the Independent Directors & Non-Executive Directors during the year.

# Ram Narayan Gupta is paid salary as Company Secretary & Compliance Officer of the Company.

Notes

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23: As per table given above.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23 and: As per table given above.

(iii) The percentage increase in the median remuneration of employees in the financial year 2022-23: -38.63%

(iv) There were 06 confirmed employees on the rolls of the Company as on March 31, 2023.

(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: As per table given above.

(vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

Provide the web-link where composition of the CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company.The CSR Policy of the Company is available on the Companys website and can be accessed at https:rjshahandco.com.

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

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure of this report in the format prescribed in Directors Report I 39 the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company adheres to the requirements set out by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices

The Corporate Governance which form an integral part of this Report, are set out as Annexure , together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual

PARTICULARS OF EMPLOYEES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

DETAILS OF FRAUDS REPORTED BY AUDITORS:

COMPLIANCE WITH SECRETARIAL STANDARDS

ACKNOWLEDGEMENTS: