R J Shah & Company Ltd
Directors Reports
2022-2023
To, The Members, R. J. Shah & Co. Ltd.
The Directors have pleasure in submitting their 65TH ANNUAL REPORT along
with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st
March, 2023.
FINANCIAL RESULTS
|
Current Year ended 31.03.2023 |
Previous Year ended 31.03.2022 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
Income |
|
|
Revenue from operations |
27.24 |
0 |
Other Income |
174.89 |
198.18 |
Total Revenue |
202.14 |
198.18 |
Less : Total Expenses (Excluding |
115.40 |
114.13 |
Depreciation) |
|
|
Profit Before Depreciation & Taxation |
86.74 |
84.05 |
# (-) Depreciation |
7.38 |
7.30 |
Profit Before Taxation |
79.36 |
76.75 |
(-) Provision for Taxation |
23.25 |
23.80 |
(i) Current Tax |
|
|
(ii) Deferred Tax |
(1.75) |
(1.59) |
Profit for the year |
57.86 |
54.54 |
OPERATIONAL REVIEW:
Gross revenues for the year ended 31st 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 Hon'ble 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 09th May, 2022 & Ms. Kalindi R. Shah has
reappointed as a Managing Director for a further period of 5 Years with effect from 01st
January, 2023 and Mr. Neville Mody was appointed as an additional independent director of
the company w.e.f. 20th May, 2022 & appointed as independent director in an
Annual General Meeting held on 16th 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,
DIRECTOR'S 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
arm's 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 Company's 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 Company's 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 (Firm's Registration No. 144568W),
the retiring statutory auditor, to hold the office from the conclusion of the 64th
Annual General Meeting until the conclusion of the 69th 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 Company's 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 Company's 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 Company's 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 employee's
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Designation |
on of Director/ KMP for financial year
2022- 23 (Rs. in Lacs) |
increas e in Remun eration in the financi al year 2022- 23 |
remuner ation of each Director/ to median remuner ation of
employee |
n of the Remunerat ion of the KMP against the performan ce of
the Company |
|
|
|
s |
|
1 Ms. Kalindi R. Shah Managing Director |
Rs.18.00/- Lacs |
N.A. |
|
Profit of 57.85 lacs |
2 Ms. Tejaswini R. Shah Joint Managing Director |
Rs.15.00/- Lacs |
N.A. |
|
as against profit of |
3 Mr. Ram Narayan Gupta Company Secretary & Compliance Officer |
Rs. 2.40/- Lacs |
|
|
Rs. 54.54 lacs (PY) |
4 Mr. Raghavendra A. Raichur Independent Director |
Nil |
N.A. |
N.A. |
N.A. |
5 Mr. Sunil P. Masand Independent Director |
Nil |
N.A. |
N.A. |
N.A. |
6 Mrs. Swati Agrawal Independent Director |
Nil |
N.A. |
N.A. |
N.A. |
7 Mr. Neville Mody Independent Director |
Nil |
N.A. |
N.A. |
N.A. |
*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 Company's 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 Company's 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, 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 energy, 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 Company's technology being indigenous, the question of absorption by the
Company does not arise. Also no foreign exchange were earned or spent.
The Company has been involved in clean energy development and reducing carbon foot
print for county with hydo electric power and has contributed to the extent of 800 MW of
power by executing very difficult and hazardous work of tunneling for these number of
projects all over india besides for railways , irrigation and automic energy.
Further more with installation of roof top solar panel being commissioned in July 2022
and is generating 10kw power for BEST grid and as there is still scope the Company will
the increase it to 12.5 KW standy
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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company confirms compliance with the applicable requirements of secretarial
standards 1 and 2.
ACKNOWLEDGEMENTS:
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.
Place: Mumbai DATED: 25/05/2023 REGISTERED OFFICE |
By Order of the Board |
MAHUL ROAD, |
K.R. SHAH |
ANTOP HILL, |
Din 00402482 |
MUMBAI - 400037 |
Chairperson and Managing Director |
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