R J Shah & Company Ltd Directors Report.
R.J. Shah & Co. Ltd.
The Directors have pleasure in submitting their 60th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2018.
|Current Year ended 31.03.2018||Previous Year ended 31.03.2017|
|Revenue from operations||0||14,53,59,554|
|Less: Total Expenses (Excluding Depreciation)||60,92,273||220.127.116.111|
|Profit Before Depreciation & Taxation||62,97,831||7,03,81,675|
|# (-) Depreciation||12,95,144||13,84,629|
|Profit Before Taxation||50,02,687||6,89,97,046|
|(-) Provision for Taxation (i) Current Tax||15,41000||232,15000|
|(ii) Deferred Tax||(292,630)||(3,31,123)|
|Profit for the year||37,54,317||4,61,13,169|
Total revenues for the year ended 31st March, 2018 is Rs. 1,23,90,104/-, as against Rs. 15,71,67,256/- in the previous year. Profit before depreciation and taxation is Rs 62, 97,831/- as against Rs. 7,03,81,675/- in the previous year. The net profit of the Company for the year under review was placed is Rs. 37,54,317/- as against 4,61,13,169/- in the previous year.
The Board of Directors are pleased to recommend dividend @ 15% i.e. Rs. 1.50/- per share on 2,80.100 Equity shares of Rs. 10/- each for the year under review subject to the approval of members at the ensuing Annual General Meeting of the Company.
The dividend, if approved by the Shareholders at the Annual General Meeting, shall entail a payout of Rs. 4,20,150/-.
The paid up equity capital as on March 31, 2018 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, 2018 and the date of this report i.e. May 25, 2018.
During the financial year 2017-18, 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.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no case was 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 at the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company; and being eligible, offers herself for re-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, 2018, which the Board recommends.
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.
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 hem 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 die 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 ail applicable laws and that such system were adequate and operating effectively.
The Company does not have any subsidiary.
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 2017-18 the Board of Directors met four times on-15/05/2017,11/09/2017,30/11/2017 and 08/02/2018. 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:
At related party transactions that were entered ink) during the financial year were on arms lengfii basis and were in the ordinary course of the business. There are no materially significant related parly transactions made by the company with Promoters,-Key Managerial Personnel or otter persons which rosy have potential conflict with interest of the company at large.
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 Art, 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 witti 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 and 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 Art, 2013. One Meeting of the Nomination & Remuneration Committee Held during the Year
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, responsibiities 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
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 2017-18.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Companys Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013, Four meeting of the Stakeholder Relationship Committee 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
The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further 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 the Annual General Meeting held on September 26,2017, as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 64th Annual General Meeting of the Company in calendar year 2022. .
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 and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit
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 2016-17.
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 Deepak Rane a Practicing Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith
REPLY ON SECRETARIAL AUDITOR OBSERVATION
(i) The companys 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 enjoying the sendees of Practising Company Secretary (PCS) since last so many years for observance and compliance as per the Companies Act, 2013 & other applicable corporate laws. The Companies Act, 2013 mandates the appointment but since no further orders have been executed for the last few years, the appointment looks veiy difficult and un viable.
(iii) e-voting Facility as the Companys shares are in physical mode with no activity taking place and further the linkage of electronic mode has not been availed by the Company, the e-voting facility has not been granted by the Company to the shareholder but the ballot paper options has been given in its place
(iii) The companys 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. Companys sole purpose of continuation is to recover its outstanding and no further orders have been executed 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 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 2010-11, 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.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the financial year ended on March 31, 2017 in Form MGT-9 is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance with the regulations under the Companies, Act, 2013; CSR Committee has been constituted and CSR policy has been adopted by the company. The average profit for the last three financial years is Rs.2,57,33,699. The amount of Rs.5,14,674 (2% of Rs.2,57,33,699) need to be spent on CSR activities by the company. However, Ore company has not spent any amount against the same during the financial year 2017-18 which will be spend 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, The Company is under exempted category as the paid up equity capital of the Company is below Rs.10 Crores and Net worth Is below Rs.25 Crores as on the last day of the previous financial year (audited), i.e. 31.03.2018
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 Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations. The Policy is gender neutral.
During the year under review, No complaint with allegation of sexual harassment was filed with ICC, detailed investigation was carried out and same was disposed-off 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 and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Considering the nature of activities of the company, the Information relating to conservation of eneigy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Companys technology being indigenous, the question of absorption by the Company 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 under provision of section 143(12) of the Companies Act, 2013 and rules there under.
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.
By Order of the Board
|MAHULROAD,||K.R. SHAH||T. R. Shah|
|ANTOPHILL,||Din 00402482||Din. 00402478|
|MUMBAI-400037||Managing Director||Joint Managing Director|