DIRECTORS' REPORT 2013-2014 To, The Members, R. J. Shah & Co. Ltd. 1. The Directors have pleasure in submitting their 56th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31" March, 2014. 2. DIVIDEND Your Directors are pleased to recommend payment of Dividend @ Rs. 1.50/ -per share (Previous Year Rs. 1.50/- per share) for the year ended 31" March, 2014. 3. PUBLIC DEPOSITS: The Company has not accepted any public deposits during the year and as such, no amount on account of principal or interest was outstanding as on date of Balance Sheet. 4. REVIEW OF OPERATIONS The Tunneling work is completed and extension on Mumbra face as additional work is in progress under MRVC for company. The work under joint venture under VIDC - still land has not been acquired and hence no activity is feasible. Further tendering works in progress to secure further works. 5. INSURANCE All the fixed assets of the Company have been adequately insured. 6. CORPORATE GOVERNANCE Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company. However the same shall be applicable w.e.f.01.10.2014 7. DIRECTORS Under Article No. 45 (d) of the Articles of Association, Mr. Raghavendra A. Raichur, (Din No. 00235556) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Further Ms. Kalindi Shah, Managing Director whose tenure as Managing Director ends on 31.12.2014 seeks re-appointment for another term. As the Company needs her expertise and skill, the board recommends her re-appointment w.e.f. 01.01.2015. 8. DIRECTORS' RESPONSIBILITY STATEMENT. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, .1956. With respect to Directors' Responsibility Statement, it is hereby confirmed: (I) That in the preparation of the accounts for the financial year ended 31* March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;' (II) That 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 affairs of the Company at the end of the financial year and of the profit & loss of the Company for the year under review (III) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: (IV) That the Directors have prepared the accounts for the financial year ended 31" March, 2014 on a "going concern" basis. 9. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i) Your company has obtained the Compliance Certificate from a Practising Company Secretary certifying that the Company has complied with various provisions under the Companies Act. This provision has been complied with by the Company.. 10. PARTICULARS OF EMPLOYEES Information as per Section 217(2A) of the Companies Act, 1956, read with Companies particulars of Employees) Rules, 1975 is not applicable. 11. AUDITOR'S REPORT Regarding comments in the Auditor's Report, the relevant notes in the accounts are self explanatory. 12. APPOINTMENT OF AUDITORS M/s Maganlal & Co. Chartered Accountants, Mumbai, & M/s. N. S. Bhatt & Associates., Chartered Accountants Mumbai, Statutory Auditors, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from both of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013 and that they are not disqualified for re-appointment. 13. LISTING The Shares of the Company continue to be listed on The Stock Exchange, Mumbai and the Company has paid the necessary listing fee for the financial year 2014-15. 14. 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. 15. APPRECIATION The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company. By Order of the Board K.R. SHAH Din No. 00402482 Chairperson & Managing Director Place : Mumbai DATED: 30/05/2014 REGISTERED OFFICE :Mahul Road, Antop Hill, Mumbai - 400037 |