Directors Report of R J Shah & Company Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 66^th ANNUAL REPORT along with
the Audited Balance Sheet and Profit & Loss Account for the year ended 31^st March,
2024.

FINANCIAL RESULTS

	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	(Rs. In Lacs)	(Rs. In Lacs)
Income
Revenue from operations	-	27.24
Other Income	535.77	174.89
Total Revenue	535.77	202.14
Less: Total Expenses (Excluding	85.42	115.39
Depreciation)
Profit Before Depreciation & Taxation	450.35	86.74
# (-) Depreciation	6.19	7.38
Profit Before Taxation	444.15	79.36
(-) Provision for Taxation (i) Current Tax	72.00	23.25
(ii) Deferred Tax	(1.49)	(1.75)
Profit for the year	373.63	57.86

OPERATIONAL REVIEW:

Gross revenues for the year ended 31^st March, 2024 is Rs. 535.77/- Lacs as against Rs.
202.14/- Lacs in the previous year. Profit before taxation is Rs 444.15/- Lacs as against
Rs. 79.36/- Lacs in the previous year. The net profit of the Company for the year under
review was placed is Rs. 373.63/- Lacs as against Rs. 57.86/- 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, 2024 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, 2024 and the date of this report i.e., May 28, 2024.

GENERAL

During the financial year 2023-24, 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.

For Ghatghar Hydro Electric Project, Hon''ble High Court appointed Sole arbitrator Shri.
Rajendra V Panse, retired secretary WRD - GOM. All documents and arguments
completed and the award will be released by the end of July, 2024.

WAN arbitration is in advanced stage of Cross examination.

MRVC - admission under Section 34 set aside of earlier order and new appointment
under Section 11 of arbitrator under process in Hon''ble High Court, Bombay.

MOKHABARDI - awaiting amendment to contract clause and consent for appointment
of arbitrator from ministerial level.

DIRECTOR & KMP

The appointment and remuneration of Directors are governed by the Policy devised by
the Nomination and Remuneration Committee ("N&RC") of your Company. The
details of Nomination and Remuneration Policy is mentioned in the Report on
Corporate Governance which forms part of this Section of this Integrated Directors
Report.

Further, there were following changes in the Board of Director during the year under
review:

Appointments on Board:

During the year under review, the Board of Directors of the Company at its meeting
held on April 06, 2024 and on the basis of the recommendation of the N&RC of the
Board and based on the evaluation of the balance of skills, knowledge, experience and
expertise considered and recommended the appointment of Mr. Pranav Rajesh
Agrawal (DIN: 10590800) as a Director (Non-Executive, Independent), who is not liable
to retire by rotation.

Retirement & Cessation on Board:

Ms. Tejaswini Shah due to sudden and sad demise ceased from the position of Joint
Managing Director with effect from January 29, 2024 and Mr. Raghavendra Raichur,
Mrs. Swati Agrawal and Mr. Sunil Masand stepped down from the position of
Independent (Non-Executive), Directors with effect from March 31, 2024 as their tenure
ended.

Changes of Key Managerial Personnel ("KMP") on Board:

During the year, due to sudden and sad demise of Ms. Tejaswini Shah the position of
Chief Financial Officer which became vacant was filled with Ms. Ishani Janak Vakharia
as a Chief Financial Officer with effect from April 01, 2024.

Mr. Kalindi Rajendra Shah confirmed that there was no other material reason other
than those provided herein above. The Board recognized and expressed their gratitude
for the exceptional leadership and contributions made by Ms. Tejaswini Shah during
her tenure as the Joint Managing Director & Chief Executive Officer and Mr.
Raghavendra Raichur, Mrs. Swati Agrawal and Mr. Sunil Masand as Independent
(Non-Executive) Directors of the Company.

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, 2024 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 was 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 2023-24 the Board of
Directors met Six times on 16.05.2023, 25.05.2023, 31.07.2023, 10.11.2023, 08.02.2024 and
13.02.2024. 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 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 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 2023-24.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company''s Stakeholders Relationship Committee has been constituted as per
section 177 of the Companies Act, 2013, One 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 N
K & Co., Chartered Accountants (Firm''s Registration No.: 143291W), as the Statutory
Auditors of the from the conclusion of this 66^th Annual General Meeting to hold such
office for a period of five years till the conclusion of 71^st Annual General Meeting of the
Company.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Anish
Mehta & Associates was appointed as Internal Auditor upto 31.10.2023 and M/s N N K
& Company for the balance period for Financial Year 2023-24 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
2023-24.

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

The Company has considered the observation and provided the reply on the same:

i. The Company has updated the data as per Reg 46 of SEBI (LODR), 2015 and
taken necessary step for proper compliance under the SEBI (LODR), 2015.

ii. The Company has taken necessary actions for delay in reconciliation report,
and ensure that no further delay shall be taken place for transferring the
unpaid/unclaimed dividend/ shares to the Investor Education and Protection
Fund.

The Company shall ensure that the comment of the Secretarial Auditor is satisfactory
accepted and steps taken in appropriate manner.

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 26th September,
2017, in addition to the transfer of amounts of unclaimed/ unpaid dividend for the year
2016-17, 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 2024, there were approximately 245860 Equity Shares dematerialized
through depository viz. Central Depository Services (India) Limited (CDSL), which
represents about 87.78 % of the total issued, subscribed and paid-up capital of the
Company.

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March
31, 2024 in the prescribed format is available on the Company''s website 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.

• 17 CD o	Name of Director/ KMP and Designation	Remunerati on of Director/ KMP for financial year 2023¬ 24 (Rs. in Lacs)	% increas e in Remun eration in the financia l year 2023-24	Ratio of remuner ation of each Director /to median remuner ation of employe es	Compariso n of the Remunerat ion of the KMP against the performan ce of the Company
1	Ms. Kalindi R. Shah Managing Director	Rs.18.00/- Lacs	N.A.		Profit of Rs. 373.63 lacs as against Profit of Rs. 57.85 lacs (P.Y.)
2	Ms. Tejaswini R. Shah Joint Managing Director	Rs.12.50/- Lacs	N.A.
3	Mr. Ram Narayan Gupta Company Secretary & Compliance Officer	Rs. 2.40/- Lacs
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 2023-24: As per table given above.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2023-24 and: As per table given above.

(iii) The percentage increase in the median remuneration of employees in the financial
year 2023-24: -38.63%

(iv) There were 13 confirmed employees on the rolls of the Company as on March 31,
2024.

(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 Programme 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 forms 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 was earned or
spent.

The Company has been involved in clean energy development and reducing carbon
foot print for county with hydro-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.

Furthermore, 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 By Order of the Board

DATED: 28/05/2024

REGISTERED OFFICE:

MAHUL ROAD, K.R. SHAH Swati Agrawal

ANTOP HILL, DIN: 00402482 DIN: 10590800

MUMBAI - 400037 Managing Director Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 57th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year ended 31.03.2015 ended 31.03.2014 (Rs.) (Rs.)

Income

Revenue from operations 2,59,56,295 3,26,48,561

Other Income 64,44,764 63,03,759

Total Revenue 3,24,01,059 3,89,52,320

Less: Total Expenses (Excluding 2,31,47,033 3,08,10,648 Depreciation)

Profit Before Depreciation & 92,54,026 81,41,672 Taxation

* (-) Depreciation 24,12,359 13,27,646

Profit Before Taxation 68,41,667 68,14,026

(-) Provision for Taxation

(i) Current Tax 26,80,000 24,10,000

(ii) Deferred-Tax (4,92,585) (2,00,566)

Profit for the year 46,54,252 46,04,592

* (i) Depreciation on Plant and Machinery, Electrical installations and Equipment etc. is provided on a Straight Line Method over the estimated useful life of assets.

(ii) Effective 1st April 2014, the company depreciates its fixed assets over the useful life in the manner prescribed in Schedule II of the Companies Act 2013, as against the earlier practice of depreciating at the rates prescribed in Schedule XIV of the companies act 1956.

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March, 2015 is Rs. 3,24,01,059/-, as against Rs. 3,89,52,320/- in the previous year. Profit before depreciation and taxation is Rs. 92,54,026/- as against Rs. 81,41,672/- in the previous year. The net profit of the Company for the year under review was placed is Rs. 46,54,252/- as against Rs. 46,04,592/- in the previous year.

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 31st March, 2015.

SHARE CAPITAL

The paid up equity capital as on march 31, 2015 was Rs.28,01,000/-. During the year under review, the Company has not issued any shares.

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 31,2015 and the date of this report i.e. May 29,2015.

GENERAL

During the financial year 2014-15, 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 Company's 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

Ms. Swati Agrawal retires by rotation and, being eligible, offers herself for re-appointment. The Directors recommend Smt. Swati Agrawal for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Ms. Tejaswini R. Shah, Joint Managing Director was designated as Chief Financial Officer & Key Managerial Personnel of the Company.

There has been no Change in the constitution of Board during the year.

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.

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

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings were convened and held and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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.

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 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 Act, 2013.

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:

Non Executive Director are paid sitting fees for each meeting of the Board and committee of Directors attend by them.

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013.

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

M/s Maganlal & Co, Chartered Accountants, Mumbai along with M/s N. S. Bhatt & Associates, Chartered Accountants, Mumbai were appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 26th September, 2014

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are rio qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Ravindra B. Shah & Co., internal auditors for the year to 2015-2016 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 2015-16.

SECRETARIAL AUDIT:

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 H. S. Associates, a firm of 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 limited review report under clause 41 was submitted later separately which inadvertently was left out while publishing quarterly results with stock exchange.

(ii) The company's paid up capital is only Rs. 28 lacs with Bombay Stock Exchange (BSE) listed and scrip is in physical mode with no trading place. The Company is enjoying the services of Practising Company Secretary (PCS) since last so many years for observance and compliance as per the Companies Act, 2013 & SEBI. The Companies Act, 2013 mandates the appointment and the Company is in the process of finding a suitable one.

(iii) The disclosure of interest from Directors was received but in advertently the same was taken in 2nd meeting of F.Y. 2014- 15 and filed accordingly,

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 31,2015 in Form MGT-9 is annexed herewith

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 our company fall under exempted category as the paid-up capital was below Rs.10 Crores and Net Worth was below Rs. 25 Crores.

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.

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 By Order of the Board DATED: 29/05/2015

REGISTERED OFFICE

MAHUL ROAD, K.R. SHAH T. R. Shah ANTOP HILL, Din 00402482 Din. 00402478 MUMBAI - 400037 Managing Director Joint Managing Director

---

Mar 31, 2014

The Members, R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 56th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Current Year Rs. Previous Year Rs.

Income Revenue from operations 3,26,48,561 4,48,05,877 ''

Other Income 63,03,759 58,26,976

Total Revenue 3,89,62,320 5,06,32,863

Less; Total Expenses 3,08,10,648 4,28,48,524.

Profit Before Depreciation & Taxation 81,41,672 77,84,329

(-) Depreciation 13,27,646 13,15,429

Profit Before Taxation 68,14,026 64,68,900

(-) Provision for Taxation

(i) Current Tax 24,10,000 21,00,000

(ii) Deferred Tax (200666) (1,00,649)

Profit tor the year 46,04,692 44,69,549

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 31st 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 re- appointment.

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 31st 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 31st 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 Secretaiy 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.

Place : Mumbai . By Order of the Board DATED: 30/05/2014

REGISTERED OFFICE Mahul Road, Antop Hill, K.R. SHAH Mumbai - 400037 Din No. 00402482 Chairperson & Managing Director

---

Mar 31, 2012

To, The Members of R. J. Shah & Co. Ltd.

The Directors have pleasure in submitting their 54th ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

Current Year Previous Year

Income Revenue from operations 1,34,58,740 3,41,62,328

Other Income 70,28,604 35572843

Total Revenue 2,04,87,344 6,97,35,171

Less : Total Expenses 1,53,41,800 3,67,15,893

Profit Before Depreciation & 51,45,544 3,30,19,278

Taxation (-) Depreciation 16,69,392 15,92,199

Profit Before Taxation 34,76,152 3,14,27,079

(-) Provision for Taxation 10,62,347 1,04,71,587

Profit After Taxation 24,13,805 2,09,55,492

( ) Balance profit brought forward from 1,72,18,735 95,18,635

previous year Amount available for Appropriations 1,96,32,540 3,04,74,127

Less: Appropriation:

_Proposed Dividend 420150 28,01,000

Tax on Proposed Dividend 68159 4,54,392

Transfer to General Reserve 10,00,000 1,00,00,000

14,88,309 1,32,55,392

Net Surplus in the Profit & Loss A/1,81,44,231 1,72,18,735

2. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 1.50/- per share (Previous Year 10/- per share) for the year ended 31st March, 2012. .

3. REVIEW OF OPERATIONS

The tunneling work of company under MRVC for railways is progressing with many constrains. The work under joint venture, Dept - VIDC has not acquired the land and hence no activity is feasible. Further tendering in process to secure further works.

4. INSURANCE

All the fixed assets of the Company have been adequately insured.

5. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company.

6. DIRECTORS

Under Article No. 45 (d) of the Articles of Association, Dr. M. N. Patel, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

7. 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 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;'

(II) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2012 on a "going concern” basis.

8. COMPLIANCE CERTIFICATE UNDER SECTION 383A (I)

As per the amendment by Companies Act, 2002 all companies having a paid up Capital of more than 10 Lakhs but less then 500 Lakhs requires 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.

9. 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.

10. AUDITOR'S REPORT

Regarding comments in the Auditor's Report, the relevant notes in the accounts are self explanatory.

11. APPOINTMENT OF AUDITORS

M/s Maganlal & Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company retires at the ensuing Annual General Meeting. The retiring auditor has suggested to the Board the re-appointment of himself i.e. M/s Maganlal & Co. Chartered Accountants along with M/s. N. S. Bhatt & Co., Chartered Accountants, to be appointed as joint Auditors of the Company and you are requested to consider their re-appointment along with joint Auditor. The Auditors have given the certificate that the re-appointment, if made, will be within the prescribed limit specified under section 224 (1B) of the Companies Act, 1956.

The Auditors' observations read with the Notes to the accounts are self explanatory.

12. 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 2012-13.

13. 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.

14. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.

MUMBAI By Order of the Board

DATED: 30/05/2012

REGISTERED OFFICE K.R. SHAH

Mahul Road, Antop Hill,

Mumbai - 400 037. Chairperson & Managing Director

---

Mar 31, 2010

The Directors have pleasure in submitting their 52nd ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Current Year Rs. Previous Year

RS.

Profit before Deprecation and provision 82,82,123 1,74,05,538 for taxation

(-) Depreciation 16,77,275 18,46,547

TOTAL 66,04,848 1,55,58,991

(-) Provision for Taxation 19,61,520 53,10,349

Profit After Taxation 46,43,328 1,02,48,642

(+) Balance profit brought forward from 1,03,81,689 1,09,48,471 previous year

Amount available for Appropriations 1,50,25,017 2,11,97,113

Less: Appropriation:

Income Tax Earlier Years 16,445 (3,833)

Proposed Dividend 4,20,150 7,00,250

Tax on Proposed Dividend 69,787 1,19,007

Transfer to General Reserve 50,00,000 1,00,00,000

Balance carried to Balance Sheet 95,18,635 1,03,81,689

1,50,25,017 2,11,97,113

2. DIVIDEND

Your Directors are pleased to recommend payment of Dividend @ 1.507- per share (Previous Year @2.507- per share) for the year ended 31st March, 2010.

3. REVIEW OF OPERATIONS

Neera Deogarh Hydro Electric Project (2 x 3.5 MW) was commissioned in August, 2009.

Work Order under VIDC for Rs. 56,57,32,680/- awarded to Joint Venture with D. Thakkar Construction Pvt. Ltd., Mumbai (but work is yet to commence as land has yet to be acquired by the Project Authorities.)

The Company has quoted for Kalwa -Mumbra Tunnel under Mumbai Railway Vikas Corporation Ltd and likely to receive Work Order shortly. Tendering for works is in process. Works are rather difficult due to fund shortage and heavy competition in market.

4. INSURANCE

All the fixed assets of the Company have been adequately insured.

5. CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement pertaining to Corporate Governance is not applicable to the Company.

6. DIRECTORS

Under Article No. 45 (d) of the Articles of Association, Mr. R. A. Raichur retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

7. 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 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(II) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2010 on a "going concern" basis.

8. COMPLIANCE CERTIFICATE UNDER SECTION 383A (i)

As per the amendment by Companies Act, 2002 all companies having a paid up Capital of more than Rs. 10 Lakhs but less then Rs. 500 Lakhs requires 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.

9. 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.

10. AUDITORS REPORT

Regarding comments in the Auditors Report, the relevant notes in the accounts are self explanatory.

11. APPOINTMENT OF AUDITORS

M/s. Maganlal & Company, Chartered Accountants, the Auditors of the Company are due to retire at this Annual General Meeting and are eligible for re-appointment.

12. 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 2010-11.

13. 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 Companys technology being indigenous, the question of absorption by the Company does not arise. Also no foreign exchange were earned or spent.

14. APPRECIATION

The Directors wish to place on record sincere appreciation for the devoted and efficient services rendered by all workforce of the Company.



MUMBAI By Order of the Board

DATED : 31/05/2010

REGISTERED OFFICE K.R. SHAH

Mahul Road, Antop Hill,

Mumbai - 400 037. Chairperson & Managing Director