th annual report 2014-2015 - bombay stock exchange€¦ · 67th annual report 2014-2015 . 2 shah...

67th ANNUAL REPORT 2014-2015

SHAH CONSTRUCTION COMPANY LIMITED CINL45202MH1949PLC007048

BOARD OF DIRECTORS Shri Mehul Jadavji Shah ------ Chairman & Managing Director Shri Keshardeo Poddar ------ Chairman – Emeritus Shri Dinesh K. Poddar ------ Director Shri Sanjay P. Shah ------ Director Shri Sanjay Damji Shah ------ Director Shri Sachikumar N. Adalja ------ Director Smt. Jaywanti Jadavji Shah ------ Director Shri. Yogesh Janakbhai Shah ------ Director BANKER : Union Bank Of India – Versova Branch Bank of India – Malad (W) Branch Auditor : N. B. Purohit & Co. 104, Flyover Aptt., East West Flyover Bridge, Near Teli Gali Signal, Andheri (East), Mumbai – 400069. Tel.: 022-32972415/ 26842715 REGISTERED OFFICE : 11, Shah industrial Estate, Opp. Anna Temple, New Link Road, Andheri (West), Mumbai – 400 053.

NOTICE

SHAH CONSTRUCTION COMPANY LIMITED NOTICE TO MEMBER

NOTICE is hereby given that the Annual General Meeting of the members of Shah Construction Company Limited will be held on Tuesday, the 29th September, 2015 at 11:00 a.m. at G/9, Basushri Building, Marol Bus Depot Lane, A-Cross Road, Marol, MIDC, Andheri (East), Mumbai – 400093 to transact following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for

the financial year ended 31st March, 2015 and Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sanjay Damji Shah (DIN : 00292226) who retires

by rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Mehul Jadavji Shah (DIN 0933528) who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint auditors and fix their remuneration and in this regard to consider and if

thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force M/s. N. B. Purohit & Co. (ICAI Registration No. 108241W) be and are hereby appointed as auditors of the Company, to hold the office on the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS 5. To appoint Mr. Mehul Jadavji Shah (DIN 0933528)) as Managing Director and in

this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with

Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Remuneration) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the approval of the Company be and is hereby accorded to the re appointment of Mr. Mehul Jadavji Shah (DIN 0933528)as Managing Director of the Company for

period of 5 years from 15th January ,2015 to 14th January, 2020 without remuneration ”.

6. To appoint Mr. Sanjay P. Shah (DIN No. 00125538) as an Independent Director and

in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with

Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Sanjay P. Shah (DIN No. 00125538) who was appointed Director liable to retire by rotation and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director not liable to retire by rotation of the Company to hold the office up to the conclusion of Annual General Meeting of the Company in the calendar year 2019”.

7. To appoint Mr. Sachikumar Nandlal Adalja (DIN No. 02096768) as an Independent

Director and in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Sachikumar Nandlal Adalja (DIN No. 02096768) who was appointed Director liable to retire by rotation and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director not liable to retire by rotation of the Company to hold the office up to the conclusion of Annual General Meeting of the Company in the calendar year 2019”.

8. To appoint Ms. Jaywanti Jadavji Shah (DIN 03327810) as Director and in this

regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force Ms. Ms. Jaywanti Jadavji Shah (DIN 03327810) who was appointed as an Additional Director of the Company by the Board of Directors on 26th March, 2015 and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a

member proposing her candidature for the office of Director, be and is hereby appointed as an Director of the Company.”

9. To appoint Mr. Yogesh Janakbhai Shah (DIN No. 00479798) as an Independent

Director and in this regard to consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Ordinary Resolution:

Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Yogesh Janakbhai Shah (DIN No. 00479798) who was appointed additional Director with effect from 26th March,2015 and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director not liable to retire by rotation of the Company to hold the office up to the conclusion of Annual General Meeting of the Company in the calendar year 2020”.

BY ORDER OF THE BOARD

MR. KESHARDEO PODDAR (Director) DIN – 00158601

Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West) Mumbai 400053 CINL45202MH1949PLC007048 Date: 2nd September, 2015

NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint one or more

proxies to attend and vote on a poll only instead of himself and the proxy need not be a member.

2. The instrument appointing proxy must be deposited at the registered office of the

Company not less than 48 hours before the commencement of the meeting. 3. In case of joint holders attending the Meeting, only such joint holder who is higher in

the order of names will be entitled to vote. 4. Corporate Members are requested to send to the Company, a duly certified copy of the

Board Resolution authorizing their representative to attend and vote at the Annual General meeting.

5. A statement pursuant to Section 102 (1) of the Companies Act, 2013, relating of the

Special Business to be transacted at the meeting is annexed hereto.. 6. Members desirous of obtaining any information on the Accounts and Operations of the

Company are requested to write at least one week before the meeting so that the same could be compiled in advance.

7. Members are requested to notify changes, if any, in their registered addresses along

with the pin code to the Company’s Registrar and Share Transfer Agent. 8. The Register of Members and Share Transfer Books of the Company will remain closed

from 21st September, 2015 to 29thSeptember, 2015 (both days inclusive) for the purpose of Annual General Meeting.

9. Shareholders seeking any information with regard to Accounts are requested to write to

the Company at an early date to enable the management to keep the information ready.

10. Members are requested to bring their copy of Annual Report to the meeting.

11. All documents referred to in the notice are open for inspection at the registered office of the Company between 10.30 A. M. and 1.00 P.M. on all working days up to the date of the Meeting.

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 (“the Act”) IS AS UNDER: The following statement sets out all material facts relating to the Special Business mentioned in the accompanying notice. Item 5. The board of directors of the Company has reappointed Mr. Mehul Jadavji Shah (DIN 0933528 as Managing Director of the Company for a period of five years from 15th January,2015 to 14th January,2020 without remuneration as recommended by Nomination & Remuneration Committee. Mr. Mehul Jadavji Shah and his mother Mrs. Jaywanti Jadvji Shah and Mr. Sanjay Damji Shah Directors of the Company each of them may be deemed to be interested or concerned in the resolution. None of the other directors is interested in the said resolution. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives, in any way, concern or interested, financially or otherwise in the resolution. The Copy of the draft letter for appointment is open for inspection on any working days between 11.00 am to 1.00 pm The Board commends the Ordinary Resolution set out at Item No. 5 of the notice for the approval of the shareholders. Item 6 Mr. Sanjay P. Shah (DIN No. 00125538) was appointed Director w.e.f.30th September 1995 liable to retire by rotation in terms of the Companies Act, 1956. In terms of Section 149 (10) of the Companies Act, 2013, subject to provisions of Section 152, it is proposed to appoint Mr. Sanjay P Shah as an Independent Director to hold office upto conclusion of the annual general meeting in the calendar year 2019. The Company has received notices in writing from a member alongwith the deposit of requisite amount under section 160 of the act proposing the candidature of Mr. Sanjay P. Shah for the office of the Director of the Company. The Company has also received declaration from Mr. Sanjay P. Shah that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the act. In the opinion of the Board, Mr. Sanjay P. Shah fulfils the conditions for appointment as Independent Director as specified in the act and the listing agreement. Mr. Sanjay P. Shah is independent of the management. Copy of the draft letter of appointment of Mr. Sanjay P. Shah as Independent Director setting out the terms and conditions is available for inspection by members at the registered office of the Company. Mr. Sanjay P. Shah is interested in the resolution set out at Item No. 6 of the notice with regard to his appointment. The relatives of Mr. Sanjay P. Shah may be deemed to be interested in the resolution set out at Item No. 5 of the notice to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives, in any way, concern or interested, financially or otherwise in the resolution. The Board commends the Ordinary Resolution set out at Item No. 6 of the notice for the approval of the shareholders.

Item 7 Mr. Sanchikumar N Adalja (DIN No. 002096768) was appointed Director w.e.f.22nd February,2008 liable to retire by rotation in terms of the Companies Act, 1956 . In terms of Section 149 (10) of the Companies Act, 2013, subject to provisions of Section 152, it is proposed to appoint Mr. Sanchikumar N Adalja as an Independent Director to hold office upto conclusion of the annual general meeting in the calendar year 2019. The Company has received notices in writing from a member alongwith the deposit of requisite amount under section 160 of the act proposing the candidature of Mr. Sanchikumar N Adalja for the office of the Director of the Company. The Company has also received declaration from Mr. Sanchikumar N Adalja that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the act . In the opinion of the Board, Mr. Sanchikumar N Adalja fulfils the conditions for appointment as Independent Director as specified in the act and the listing agreement. Mr. Sanjay P. Shah is independent of the management. Copy of the draft letter of appointment of Mr. Sanchikumar N Adalja as Independent Director setting out the terms and conditions is available for inspection by members at the registered office of the Company. Mr. Sanchikumar N Adalja is interested in the resolution set out at Item No. 7 of the notice with regard to his appointment. The relatives of Mr. Sanchikumar N Adalja may be deemed to be interested in the resolution set out at Item No. 6 of the notice to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives, in any way, concern or interested, financially or otherwise in the resolution. The Board commends the Ordinary Resolution set out at Item No. 7 of the notice for the approval of the shareholders. Item 8 SEBI has by its Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 read with the provision of Section 149(1) of the Companies Act, 2013 and with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, mandated that the Board of Directors of all listed companies should have an optimum combination of directors with at least one woman director before March 31,2015.In view of this Ms. Jaywanti Jadavji Shah (DIN 03327810) was appointed as an Additional Director, a woman director by the Board w.e.f. 26th March, 2015 pursuant to Section 149 and Section 161 of the Companies Act, 2013 . She is a part of the promoter group holding 14691(9.12%) Equity shares of Rs.100 each in the capital of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 Ms. Jaywanti Jadavji Shah will hold office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member alongwith requisite deposit proposing the candidature of Ms. Jaywanti Jadavji Shah for the office of the Director to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Ms. Jaywanti Jadavji Shah: I. Consent in writing to act as a Director in Form DIR 2 pursuant to Rule 8 of Companies

(Appointment and qualification of Directors) Rules 2014. II. Intimation in DIR 8 in terms of Companies (Appointment and qualification of Directors) Rules

2014 to the effect that she is not disqualified under sub-section 2 of Section 164 of the Companies Act, 2013 and.

No Director, key managerial personnel or their relatives, except Ms. Jaywanti Jadavji Shah, to whom the resolution relates, is interested or concerned and Mr. Mehul J shah and Mr. Sanjay D shah being relatives of Ms. Jaywanti Jadavji Shah are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No.8 and for the approval of the members.

Item 9 Mr. Yogesh Janakbhai Shah (DIN No. 00479798) was appointed Director w.e.f.26th March,2015 as additional director and independent director. In terms of Section 149 (10) of the Companies Act, 2013, subject to provisions of Section 152, it is proposed to appoint Mr. Yogesh Janakbhai Shah as an Independent Director to hold office upto conclusion of the annual general meeting in the calendar year 2020. The Company has received notices in writing from a member alongwith the deposit of requisite amount under section 160 of the act proposing the candidature of Mr. Yogesh Janakbhai Shah for the office of the Director of the Company. The Company has also received declaration from Mr. Yogesh Janakbhai Shah that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the act. In the opinion of the Board, Mr. Yogesh Janakbhai Shah fulfils the conditions for appointment as Independent Director as specified in the act and the listing agreement. Mr. Yogesh Janakbhai Shah is independent of the management. Copy of the draft letter of appointment of Mr. Yogesh Janakbhai Shah as Independent Director setting out the terms and conditions is available for inspection by members at the registered office of the Company. Mr. Yogesh Janakbhai Shah is interested in the resolution set out at Item No. 5 of the notice with regard to his appointment. The relatives of Mr. Yogesh Janakbhai Shah may be deemed to be interested in the resolution set out at Item No. 9 of the notice to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives, in any way, concern or interested, financially or otherwise in the resolution. The Board commends the Ordinary Resolution set out at Item No. 9 of the notice for the approval of the shareholders.

BY ORDER OF THE BOARD KESHARDEO PODDAR DIRECTOR

DIN – 00158601 Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West) Mumbai 400053 CINL45202MH1949PLC007048 Date: 2nd September, 2015

DIRECTORS’ REPORT

TO THE MEMBERS OF SHAH CONSTRUCTION COMPANY LIMITED Your directors are pleased to present the Annual Report and the Company’s Audited Financial Statement for the financial year ended March, 31, 2015. FINANCIAL RESULTS The Company’s financial performance for the year ended March 31, 2015 is summarized below: Financial Results :

2014-15 ( Rupees in Lacs)

2013-14 (Rupees in Lacs)

Total income 78.30 115.35 Profit/ (Loss) before finance costs and Depreciation 7.72 62.17

Less: Finance costs 112.46 56.33 Depreciation 13.99 10.51 Profit/(Loss) after finance cost and depreciation Carried to balance sheet (118.73) (4.67)

RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY * Total income decreased by 32% to Rs. 78.30Lacs from Rs.115.35 Lacs in the previous year. * Loss after finance cost and depreciation increased to Rs. 118.73 Lacs for the year ended 31st March, 2015 compared to previous year Rs. 4.67. There are no material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company. DIVIDEND AND TRANSFER TO RESERVE In view of the loss the Directors are unable to recommend any dividend and no amount is transferred to Reserves & Surplus for the financial year 2014-15.

DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015,

the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis. e) the Directors have laid down internal financial controls to be followed by the Company

and that such internal financial controls are adequate and are operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of

all applicable laws and that such system were adequate and operating effectively. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties wherein ordinary course of business and on arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions relating to Corporate Social Responsibility (CSR) are not applicable to this Company. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework (b) Overseeing that all the risks that the organization faces such as strategic financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable in addressing those risks. Risk Management Policy was reviewed and approved by the Committee. The Company manages, control, monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its strategic objectives INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMMITTEES In accordance with the provisions of the act and Articles of Association of the Company Mr. Damji Lalji Shah and Mr. Mehul J Shah retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting. Mr. Mehul J Shah has been appointed as Managing Director with effect from15th January,2015 for a period of 5 year without remuneration. The necessary resolution for approval members is proposed at the ensuing annual general meeting.

Ms. Jaywanti Jadavji Shah (DIN 03327810) woman director, has been appointed as an additional Director of the Company with effect from 26th March, 2015 in terms of the provisions Section 149 and other applicable provisions of the Companies Act, 2013 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules. She holds the office as such till the ensuing annual general meeting and being eligible offer herself for the appointment as director liable to retire. The necessary resolution is proposed for her appointment as director of the Company Mr. Keshardeo Sawarmal Poddar resigned as director of the Company effective 31/3/2015. Mr. Sanjay P Shah ,Mr. Sachikumar N. Adalja and Mr. Yogesh J Shah are Independent Directors in terms section 149 of the Companies Act,2013 and the Rules framed thereunder .The necessary resolutions for their appointments are proposed for their appointments as independent directors of the Company. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013. The Company has devised a policy for performance in relation of Independent Directors, Board, and Committees which includes criteria for performance evaluation of the Non-Executive and Executive Directors. The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company are put in place. Audit Committee The Company has constituted the Audit Committee which comprises of Independent Directors viz. Mr. Sachi N Adalja Chairman, and Mr. Sanjay P. Shah and Mr. Dinesh Poddar as other members. All the recommendations made by the Audit Committee were accepted by the Board. Nomination & Remuneration Committee: The Company has constituted the Nomination & Remuneration Committee of the Board is constituted to formulate and recommend to the Board from time to time, a compensation structure for Managing Directors/Whole-time Directors and Managerial Personnel of the Company. The nomination and Remuneration Committee comprises Independent Directors viz. Mr. Sachi N Adalja Chairman, and Mr. Sanjay P shah and Mr. Dinesh Poddar as other members. Stakeholders Relationship Committee The Company has constituted stakeholders Committee comprises of three Directors namely Mr. Sachi N Adalja Chairman, and Mr. Sanjay P shah and Mr. Dinesh Poddar as other members. REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

AUDITORS AND AUDITORS REPORT Statutory Auditors’ M/s. N. B. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. N. B. Purohit & Co to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. The observations made in the Auditors’ report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 134 of the Companies Act, 2013. Secretarial Auditor The Board has appointed D.Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure I to this report. Regarding the observations in the Secretarial Audit Report, directors wish to clarify that due to financial constraints, economic reasons, and administrative difficulties , Equity Shares of the Company have not been demated and consequently the Company is not able to conduct e voting, the quarterly results are not published in the newspapers , however the same are sent to Bombay Stock Exchange Ltd immediately after the same are approved, besides the share are not traded as also the floating stock of the public holding is very meager. The management has taken steps to comply the required compliances within the constraints mentioned herein as soon as possible. DISCLOSURES Vigil Mechanism The Vigil Mechanism of the Company, which also includes Whistle Blower Policy in terms of the Listing Agreement, includes an ethics and compliance task force comprising senior executives of the Company. Protected disclosures can be made by Whistle Blower through an email or letter to the Chairman of the Audit Committee. Meetings of the Board Seven meetings of the Board of Directors were held during the year on the following dates namely 30/5/2014, 14/8/2014, 14/11/2014, 15/11/2014, 8/12/2014, 14/02/2015 and 26/03/2015. Particulars of loans given, investments made, Guarantees given and Securities provided The Company has not given any loans or made any investments u/s 186 of the Companies Act, 2013. Conservation of Energy, technology absorption and foreign exchange earning and outgo.

A) The Company is not engaged in manufacturing activity, however wherever possible measures have been taken to conserve the energy.

B) The Company has neither purchased any technology domestically nor imported any technology hence the question of furnishing the information regarding technology absorption does not arise.

C) Foreign Exchange earnings and Outgo

a) Foreign Exchange earned : Nil

b) Foreign Exchange used : Nil Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure II to this report.

Particulars of employees and related disclosures The total number of permanent employees as on 31/3/2015 were 3. The Company has not paid any remuneration to Managing director/ directors hence the question of furnishing information regarding ratio of remuneration of each director to the median remuneration of the employees of the Company, percentage increase in remuneration of each director, comparison of remuneration of the Key Managerial remuneration against company performance and percentile increase, key parameters for variable components not applicable. Market Capitalization as on 31/3/2014 Rs.84.66 Lacs Market Capitalization as on 31/3/2015 Rs. 84.66 Lacs There is no change in market capitalization PE ratio as on 31/3/2014…….. (Rs.18.10) PE ratio as on 31/3/2015 …….. (Rs. 0.71) The Company does not have any employee whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise. General Your Directors take that no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review. 1) Details relating to deposits covered under Chapter V of the act. 2) Issue of Equity Shares to differential rights has to dividend, voting or otherwise. 3) Issue of shares (including sweat equity shares) to employees of the Company 4) The Company does not have any subsidiaries, hence, the question of receiving

remuneration or commission by the Managing Directors or Whole Time Directors from the subsidiaries of the Company does not arise.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in the future.

Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT Your Directors would like to access the sincere appreciation for the assistance and co-operation received from Shareholders, Bank Government Authorities and other Business constituents during the year under review. On behalf of the Board of Directors Mehul J shah Managing Director DIN 00933528 Keshardeo S Poddar Director DIN 00158601 Place : Mumbai Date : 2nd September, 2015

ANNEXURE I TO THE DIRECTORS REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, SHAH CONSTRUCTION CO. LIMITED 11, New Link Road, Shah Industrial Estate, Opp. Anna temple, Andheri (W), Mumbai-400053 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHAH CONSTRUCTION CO. LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: we have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not applicable to the Company during the audit period).

(ii) The Listing Agreement entered into by the Company with BSE Limited.

To the best of our understanding, we are of the view that during the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. The Company has not opted for dematerialization of its shares. 2. the company did not provide e-voting facility to its shareholders, in respect of all

shareholders' resolutions, to be passed at General Meeting. 3. The Company has not published in the news papers the audited and unaudited

financial re sults and as per the requirement of clause 41 of the Listing Agreement.

4. The Company has not published in the news paper, the notice of meetings as per the requirement of section 91 of the Companies Act, 2013.

5. The Company has complied with the provision of appointment of Independent Directors, appointment of CFO, appointment of internal auditor, but the necessary forms were not filed with the concerned Registrar of Companies, Maharashtra at Mumbai, within the period of review. However the Company has filed all the required forms since than

6. The Company has not appointed a whole time Company Secretary. 7. The Company has yet to comply with the minimum public shareholding

requirement under the Securities Contracts Regulations (Rules), 1957 ("SCRR").

We further report that

having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws to the extent applicable, specifically to the Company, as per the representations made by the Company:

1. Indian Contract Act, 1872 2. Indian Electricity Act, 1910 3. Water (Prevention and Control of Pollution) Act, 1974 4. Water (Prevention and Control of Pollution) Cess Act, 1977 5. Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013; 6. Information Technology Act, 2000; and

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on

the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through while the dissenting members’ views if any are captured and recorded as part of the minutes.

a. the Company has generally complied with the requirements under the Equity Listing Agreements entered into with Bombay Stock Exchange Ltd., Mumbai except few events as mentioned above.

b. the Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

We further report that:

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter of even date which is annexed as Annexure and forms integral part of this report.

For D.Kothari And Associates Company Secretaries Dhanraj Kothari Proprietor FCS No. : 4930 CP No. : 4675 Place: Mumbai Date: 2nd September, 2015

ANNEXURE To, The Members, SHAH CONSTRUCTION CO. LIMITED 11, New Link Road, Shah Industrial Estate, Opp. Anna temple, Andheri W , Mumbai-400053 Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the

company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. For D.KothariAnd Associates Company Secretaries Dhanraj Kothari Proprietor FCS No. : 4930 CP No. : 4675 Place: Mumbai Date: 2nd September, 2015

I. REGISTRATION AND OTHER DETAILSi) CIN: L45202MH1949PLC007048ii) Registration Date 05th April 1949iii) Name of the Company : Shah Construction Company Limited iv) Category / Sub-Category of the Company : COMPANY LIMITED BY SHARES / INDIAN

NON-GOVERNMENT COMPANY v) Address of the Registered office and contact details : 11, Shah Industrial Estate,

Opp Anna Temple, New Link Road, Andheri (West) MUMBAI 400053

vi) Whether listed company Yes / No : Yes vii) Name, Address and Contact details of Registrar : N.A.

and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. NIC Code ofthe Product

service

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESS. Name CIN / GLN Holding/ % of Applicable

No. and Address Subsidiary/ Shares Sectionof the Associate Held

Company

Name and % to totalturnover of the

companyDescription of main products/

services

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

ANNEXURE II TO THE DIRECTORS REPORT

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Shareholding

Category of %Shareholders Change

during the year

Demat Physical Total % of Demat Physical Total % ofTotal TotalShares Shares

A. Promoters(1) Indiang) Individual/HUF 0 0 0h) Central Govt. 0 0 0 0 0 0 0 0 0i) State Govt(s) 0 0 0 0 0 0 0 0 0j) Bodies Corp. 0 0 0 0 0 0 0 0 0k) Banks/FI 0 0 0 0 0 0 0 0 0l) Any Other.. 0 0 0 0 0 0 0 0 0

Sub-total (A)(1) 0 0 0 0 0 0 0 0(2) Foreigna) NRIs - Individuals 0 0 0 0 0 0 0 0 0b) Other - Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any Other…… 0 0 0 0 0 0 0 0 0

Sub-total (A)(2) 0 0 0 0 0 0 0 0 0Total shareholdingof Promoter (A) = (A)(1) + (A)(2) 0 0 0 0 0 0 0 0 0B. PublicShareholding

1 Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 0 0 0 0 0 0 0 0c) Central Govt. 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capitalf) Insurance

Companiesg) FIIsh) Foreign

Venture CapitalFundsi) Others (specify)Sub-total (B)(1):- 0 0 0 0 0 0 0 0 02. Non-Institutionsa) Bodies Corp.

i) Indian 0 0 0 0 0 0 0 0 0ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individualsi) Individual 0 0 0 0 0 0 0 0 0

shareholders holding nominalshare capital uptoRs. 1 lakh

ii) Individual 0 0 0 0 0 0 0 0 0holding nominalshare capital inexcess of Rs. 1 lakh

c) Others (specify)NRIs 0 0 0 0 0 0 0 0 0Clearing Member 0 0 0 0 0 0 0 0 0Independent Director 0 0 0 0 0 0 0 0 0

Sub-total (B)(2):- 0 0 0 0 0 0 0 0 0

Total PublicShareholding (B) = (B)(1) + (B)(2) 0 0 0 0 0 0 0 0 0C. Shares held byCustodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0Grand Total 0 0 0 0 0 0 0 0 0(A+B+C)

No. of Shares held at the No. of Shares held at the beginning of the year end of the year(as on 01/04/2014) (as on 31/03/2015)

(ii) Shareholding of PromotersSl Shareholder's

No. NameNo. of % of % of No. of % of % of No. of % ofShares total Shares Shares Shares total Shares Shares Shares change in

of the Pledged/ of the Pledged/ shareholingcompany encum- company encum-

bered to bered tototal total shares shares

1 M/s. Classic Elecctricals Ltd. 13000 8.06 0 0 0.00 0 -13000 -8.062 M/s. Dupont Trading & Investment Ltd. 15166 9.41 0 0 0.00 0 -15166 -9.413 M/s. Girnar Plastics Pvt. Ltd. 1852 1.15 0 0 0.00 0 -1852 -1.154 M/s. Anchor Enterprises Pvt. Ltd. 7700 4.78 0 0 0.00 0 -7700 -4.785 M/s. Laxmi Electroplast Pvt. Ltd. 23564 14.61 0 0 0.00 0 -23564 -14.616 M/s.Great White Global Pvt. Ltd. 7620 4.73 0 0 0.00 0 -7620 -4.737 M/s. Seco Engineers (I) Pvt. Ltd. 8000 4.96 0 0 0.00 0 -8000 -4.968 M/s. Basushree Die Casting Pvt. Ltd. 10000 6.20 0 0 0.00 0 -10000 -6.209 M/s. Amber Cosmetics Pvt. Ltd. 160 0.10 0 0 0.00 0 -160 -0.10

10 Mrs. Hina Sanjay Shah 1973 1.22 0 2608 1.62 0 635 0.3911 Mrs. Hina Sanjay Shah (Jt. A/c) 10000 6.20 0 10000 6.20 0 0 012 Mrs. Hina Sanjay Desai (Jt. A/c) 10000 6.20 0 0 0.00 0 -10000 -6.2013 Mrs. Jaywanti Jadavji Shah (Jt. A/c) 2200 1.36 0 2200 1.36 0 0 0.00

Mrs. Jaywanti Jadavji Shah 0 0.00 0 28506 17.68 0 28506 17.6814 Mr. Sanjay Amritlal Desai (Jt. A/c) 2456 1.52 0 1 0.00 0 -2455 -1.5215 Mrs. Shantaben Damji Shah (Jt. A/c) 2553 1.58 0 2553 1.58 0 28451 17.64

Mrs. Shantaben Damji Shah 0 0.00 28451 17.64 28451 17.6416 *Mr. Dinesh Kumar Poddar 57 0.04 0 0 0.00 0 0 0.0017 *Mr. Dinesh Kumar Poddar (Jt A/c.) 200 0.12 0 0 0.00 0 0 0.0018 *Mr. Keshardeo Poddar (Jt. A/c.) 54 0.03 0 0 0.00 0 0 0.0019 *Mr. Sanjay P.Shah 50 0.03 0 0 0 0 0 0.0020 Mr. Hemang J. Shah 368 0.23 0 15688 9.73% 0 15320 9.5021 Mr. Sanjay A. Desai 25 0.02 0 0 0 0 -25 -0.0222 Mr. Sanjay D. Shah 705 0.44 0 15670 9.72 0 14965 9.2823 Mrs. Hina S. Desai 1335 0.83 0 0 0.00 0 -1335 -0.8324 Mrs. Kanan Hemang Shah 60 0.04 0 13060 8.10 0 13000 8.1

119098 73.86 118737 73.86

*Note : The names of Mr. Dinesh Kumar Poddar, Mr. Dinesh Kumar Poddar (Jt A/c.), Mr. Keshardeo Poddar and Mr. Sanjay P.Shahare reclassified and shown in Public Shareholding.

during the yearShareholding at the beginning of the year (01/04/14)

Shareholding at the end ofthe year (31/03/2015)

% change in Shareholding

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl. ParticularsNo.

No. of shares % of total No. of shares % of totalshares of shares of

the company the company1 No Change

At the beginning of the yearMarket Purchase on

At the End of the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holdersof GDRs and ADRs

Sl. For Each of the TopNo. 10 Shareholders

No. of shares % of total No. of shares % of totalshares of the shares of the

1 NIL \23456789

(v) Shareholding of Directors and Key Managerial Personnel

Sl. Shareholding of each Directors and eachNo. Key Managerial Personnel

No. of shares % of total No. of shares % of totalshares of the shares of the

company company12345

of the year (01/04/14) the year (31/03/15)

Shareholding at the beginning Cumulative Shareholding duringof the year (01/04/14) the year (31/03/15)

Shareholding at the Cumulative Shareholdingbeginning of the year during the year

Shareholding at the beginning Cumulative Shareholding during

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginning of the financialyeari) * Principal Amount -- -- -- --ii) * Interest due but not paid -- -- -- --iii) * Interest accrued but -- -- -- -- not dueTotal (i+ii+iii)Change in Indebtednessduring the financial year* Addition -- -- -- --* Reduction -- -- -- --Net ChangeIndebtedness at the end of the financial yeari) Principal Amount -- -- -- --ii) Interest due but not paid -- -- -- --iii)Interest accrued but not -- -- -- -- dueTotal (i+ii+iii) -- -- -- --

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No. Particulars of Remuneration TotalAmount

…… …… …… …… ……1 Gross Salary Nil Nil Nil Nil Nil

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option -- -- -- -- --3 Sweat Equity4 Commision

- as % of profit- others, specify…

5 Others, please Total (A) -- -- -- -- --Ceiling as per the Act

B. Remuneration to other directors:Sl.No. Particulars of Remuneration Total

Amount…… …… …… …… ……

3. Independent Directors* Fee for attending board committee meetings* Commission* Others, please specifyTotal (1)4. Other Non-Executive Directors* Fee for attending board committee meetings* Commission* Others, please specifyTotal (2)Total (B) = (1 + 2)Total Managerial Remuneration …… …… …… …… ……Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER WTD

Name of MD/WTD/Manager

Name of Directors

Sl.No.CEO Company CEO Total

Secretary1 Gross Salary

(a) Salary as per provisions contained in Nil Nil Nil Nil section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income- tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option -- -- -- --3 Sweat Equity4 Commission

- as % of profit- others, specify…

5 Others, please specifyTotal -- -- -- --

VII. PENALTIES/PUNISHMENT/COMPOUNDING OFFENCES:

Type Section of Brief Details of Authority Appealthe Companies Description Penalty/ [RD/NCLT/ made, if any

Act Punishment/ COURT] (give Compounding Details)fees imposed

A. COMPANYPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --B. DIRECTORSPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --C. OTHER OFFICERS IN DEFAULTPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --

Key Managerial PersonnelParticular of Remuneration

INDEPENDENT AUDITOR'S REPORT

To the Members of Shah Construction Company Limited Report on the Standalone Financial Statements 1. We have audited the accompanying financial statements of Shah Construction

Company Limited, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Standalone Financial Statements 2. The management and Board of Directors of the Company are responsible for

the matters stated in Section 134 (5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's Responsibility 3. Our responsibility is to express an opinion on these financial statements

based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion 6. In our opinion and to the best of our information and according to the

explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its loss and its cash flows for the year ended on that date. Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

(a) In our opinion, subject to Note 26(iv) regarding valuation of Current Assets, Current Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with Accounting Standards notified under the Companies Act,1956 (the Act) read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013.

(b) Attention is also invited to the following notes in Note “27”

a. Note No. 23 : Unascertained profit of Joint Venture.

b. Note No. 24 : Sale of land at Amboli Andheri (W)

c. Note No. 26: (iii) : Delay in realization of Foreign Assets

book Value Rs. 19, 16, 10,755/=

d. Note No.26(iv) : Difference in Loans, Assets & liabilities

arising due to adoption of rate of

exchange as on 30/06/1984.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements:

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the' matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

8. As required by section 143(3) of the Act, we further report that: a) we have sought and obtained all the information and explanations which to

the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow

Statement dealt with by this Repot are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the

applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e) on the basis of written representations received from the directors

as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

III. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

For N. B. Purohit & Co

Place – Mumbai Chartered Accountants Date - 30th May, 2015 Firm Regn. No. 108241W (N. B. Purohit) Proprietor M.Ship No.31999

SHAH CONSTRUCTION COMPANY LIMITED

Annexure referred to in paragraph 7 Our Report of even date to the members of Shah Construction Company Limited on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that: i. (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of fixed assets ; (b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. Fixed Assets at Foreign Sites costing Rs.7.32 crores in Iraq are not physically verifiable.

ii. In respect of its inventories :

(a) The Company is a Construction Company having a central stores Department in Mumbai. The Management has claimed to have conducted physically verification of stores & materials required for local jobs at reasonable intervals during accounting year. In our opinion , the frequency of verification is reasonable. The valuation of stock is fair and proper and is in accordance with the normally accepted accounting principles and is on the same basis as in the earlier years. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the inventory by the management are reasonable and adequate in relation to the size of the company and nature of its business. (c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories, and the discrepancies noticed on physical verification of the inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii. The company has not granted any loans, secured or unsecured to

companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to

us, there is adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our

examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered

under Section 73 to 76 of the companies Act, 2013 vi. As informed to us, the Central Government has not prescribed

maintenance of cost records under sub-section (1) of Section 148 of the Act

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise

viii. The Company has got accumulated losses not less than fifty percent of its net worth. The company has incurred cash losses during the Financial Year covered by the audit and in immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For N. B. Purohit & Co Place – Mumbai Chartered Accountants Date - 30th May, 2015 Firm Regn. No. 108241W (N. B. Purohit) Proprietor M.Ship No.31999

PARTICULARS NOTE As at 31 March 2015

As at 31 March 2014

EQUITY AND LIABILITIESShareholders' Fund:

(a) Share Capital 1 498,125,000 498,125,000 (b) Reserve & Surplus 2 (424,536,925) (412,663,827)

73,588,075 85,461,173 Non Current Liabilities

(a) Long Term Borrowings 3 309,712,488 239,642,493 (b) Other Long Term Liabilities 4 16,617,340 16,617,340 (c) Long Term Provisions 5 - -

326,329,827 256,259,832 Current Liabilities(a) Trade Payables 6 1,151,297 1,252,023

(b) Other Current Liabilities 7 1,637,215 727,542 2,788,512 1,979,565

TOTAL 402,706,415 343,700,570

ASSETSNon Current Assets

(a) Fixed Assets: 8 Tangible Assets 157,911,512 105,929,210 (b) Long Term Loans and Advances 9 47,158,957 46,342,012 (c) Other Non Current Assets 10 40,640,175 41,202,799

245,710,644 193,474,020 Current Assets(a) Inventories 11 154,263,149 146,980,189 (b) Trade Receivables 12 238 328,888 (c) Cash and Bank Balances 13 2,732,384 2,917,474 (d) Short Term Loans & Advances 14 - -

156,995,771 150,226,550

TOTAL 402,706,415 343,700,570 Significant Accounting Policies Notes forming part of Financial Statements 1-32As per our report attached For and on behalf of Board

For N.B.PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED CHARTERED ACCOUNTANTSFirm Regn. No. 108241W

DIN : 00933528(N.B.PUROHIT)M.SHIP NO: 31999PROPRIETOR K. S. Poddar D. K. PoddarPLACE : MUMBAI Director DirectorDATE : 30th May, 2015 DIN: 00158601 DIN: 00158497

SHAH CONSTRUCTION COMPANY LIMITED Balance Sheet as at 31st March 2015

M. J. ShahChairman & Managing Director

PARTICULARS NOTE 2015 2014

I. Revenue from Operations 15 5,120,000 11,534,540

II. Other Income 16 2,710,320 998,472

TOTAL REVENUE 7,830,320 12,533,012

III. Expenses

(a) Cost of Materials Consumed 275,400 138,000

(b) Change in Inventories of Stock-in-Process 17 and Stock in Trade - -

(c) Employee Benefit Expense 18 1,122,284 1,289,194

(d) Finance costs 19 11,245,506 5,632,981

(e) Depreciation and amortization expense 8 1,399,886 1,050,502

(f) Operation and Other expense 20 5,660,342 4,889,433

TOTAL EXPENSES 19,703,418 13,000,110

IV. Profit /(Loss) before tax (11,873,098) (467,098)

V. Less: Provision for Taxation - -

VI. Profit/(Loss) after Tax (11,873,098) (467,098)

VII. Earnings per equity share:- Basic & Diluted 21 (73.63) (2.90)

VIII. Notes forming part of Financial Statements 1-34

As per our report attached For and on behalf of Board

For N.B.PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED CHARTERED ACCOUNTANTSFirm Regn. No. 108241W

Statement of Profit and Loss for year ended 31st March 2015SHAH CONSTRUCTION COMPANY LIMITED

SHAH CONSTRUCTION CO. LTD. CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR 2014-2015.

PARTICULARS

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) Before Tax (11873098.13) (467098.40)Adjustment for Non cash / Non-operatingDepreciation 1399885.57 1050502.00Int paid on Loan 11244439.00 5616401.00MPT Lease rent paid 1133597.58 1089997.68Profit on Sale of Fixed Assets (154902.00) (1283.00)Prior Year Expenses 175000.00 40200.00Prior Year Income 0.00 (307189.00)Rent Income (180000.00) (180000.00)Miscellaneous Income (2555418.00) (690000.00)Lease Rent Received (3900000.00) (5100000.00)Leave & Licence Fees (500000.00) (6000000.00)Operating Profit Before Working 6662602.15 (4,481,371) Capital Charges (5210495.98) (4,948,470)

Add/(Less): Adjustment for C. Assets / C. LiabilitiesTrade & Other Receivble 328650.00 1,574,091 Change in Inventories (7282960.04) (9,781,096) Loans, Advances & other Current Assets 327811.55 2,710,197 Trade Payables 1908947.49 (2,902,142) Net Cash For Activities (4717551.00) (8,398,949) Net Cash For Activities (9928046.98) (13,347,419)

Less : Direct Taxes Paid (582133.00) (1,257,432) Net Cash From Operating Activities (10510179.98) (14,604,851)

B. CASH FLOW FROM INVESTING ACTIVITIESLoans given - Purchase of Fixed Assets (53582842.00) (1,400,220) Sale of Fixed Assets 355556.00 20,500 Rent Income 180000.00 180,000 Miscellaneous Income 2555418.00 690,000 Lease Rent Received 3900000.00 5,100,000 Leave & Licence Fees 500000.00 6,000,000 MPT Lease rent paid (1133597.58) (1,089,998) Net Cash Used in Investing Activities (47225465.58) 9,500,282

C. CASH FLOW FINANCING ACTIVITIESInt paid on Loan (11244439.00) (5,616,401) Prior Year Expenses (175000.00) (40,200) Prior Year Income 0.00 307,189 Borrowing - Unsecured Loans 68969995.00 11,479,761

57550556.00 6,130,349 Net Changes in Cash & Cash Equivalents (185089.56) 1,025,780 Cash & Cash Equivalents - CL. BAL. 2732383.99 2,917,473 Cash & Cash Equivalents - OP. BAL. 2917473.55 1,891,694

(185089.56) 1,025,780

As per our Report of even Date for and on Behalf of the Board For N.B.PUROHIT & CO.CHARTERED ACCOUNTANTS For SHAH CONSTRUCTION COMPANY LIMITED Firm Regn. No. 108241W

2013-20142014-2015

SIGNIFICANT ACCOUNTING POLICIES :

a) BASIS OF PREPARATION:

The Company follows the Mercantile System of Accounting and recognizes Income and Expenditure on accrual basis except (i) Gratuity and bonus are accounted on payment basis and (ii) Rates of Foreign Exchange are adopted as on 30.06.84 in respect of current assets and current liabilities. Revenue recognition is on the basis of periodical bills made as per contract terms. In respect of other items, accrual basis is followed based on reasonable certainty of the receipt of income. The accounts are prepared on Historical cost basis and as going concern. Accounting policies not referred to otherwise are consistent with generally accepted accounting principles and comply in all material aspects with the accounting standards notifies under section 133 read with rule 7 of the companies (Accounts) Rules, 2014 and other relevant provisions of the companies act, 2013.

b) USE OF ESTIMATES: The preparation of Financial Statements requires estimates and assumptions to be

made that affect the reported amount of Assets and Liabilities on the date of the Financial Statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

c) FIXED ASSETS & DEPRECIATION: Fixed Assets are stated at their original costs adjusted by revaluation of certain Land and Buildings less accumulated depreciation. In respect of Fixed Assets purchased in Foreign currency, these have been stated at the values prevailing at the time of purchase.

Effective 01st April 2014, the company has revised the useful life of fixed assets based on schedule II of the companies Act, 2013( the Act) for the purpose of providing depreciation on Fixed Assets. Accordingly, the carrying amount of the assets as on 01st April, 2014 has been depreciated over the remaining revised useful life of the fixed assets. Consequently, the depreciation charged for the year ended 31st March, 2015 is higher by Rs.4,99,969/- and profit is less to that extent.

d) The Company makes full provision for all known expenses and liabilities. Profit on

Sale of long term assets is credited to Capital Reserve Account.

e) Earnings/losses on bills under Arbitration are adjusted as and when the awards in respect thereof are given and approved.

f) INVESTMENTS: Long term investments are stated at Cost. Current investments are carried at lower of Cost & Market value.

g) FOREIGN CURRENCY TRANSACTIONS:

i) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.

ii) Monetary items denominated in foreign currencies at the year end and not covered by forward exchange contracts are translated at year end rates and those covered by forward exchange contracts are translated at the rate ruling at the date of transaction as increased or decreased by the proportionate difference between the forward rate and exchange rate on the date of transaction, such difference having been recognised over the life of the contract.

iii) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account. Adjustments arising from exchange rate variations attributable to the fixed assets are capitalised.

iv) The Company has valued its Current Assets, Current Liabilities and loans in

foreign Currency at the rate prevailing as on 30.06.1984.

h) INVENTORIES : Stores are valued at lower of cost or market value. Work-in-Progress is valued at direct cost incurred at every construction site. No Head office overheads are added thereon.

Note 1) SHARE CAPITAL As at As at 31st March

2015 31st March

2014 AUTHORISED CAPITAL1,80,000 Equity Shares of Rs 100/- each 18,000,000 18,000,000 48,20,000 7% Cumulatice Reedeemable 482,000,000 482,000,000 First Prefrence Shares of Rs100/- each

TOTAL Rs. 500,000,000 500,000,000 ISSUED AND SUBSCRIBED CAPITAL1,61,250 Equity Shares of Rs. 100 each, fully paid up 16,125,000 16,125,000 48,20,000 7% Cumulatice Reedeemable 482,000,000 482,000,000 Prefrence Shares of Rs100/- each

TOTAL Rs. 498,125,000 498,125,000

1.1 Reconciliation of number of Shares outstanding is set out below:

Equity Shares No. of Shares Amount

No. of Shares Amount

Opening Balance 161,250 16,125,000 161,250 16,125,000 Changes during the year - - - - Closing Balance 161,250 16,125,000 161,250 16,125,000 Preference Shares Opening Balance - - - - Issued during the year 4,820,000 482,000,000 4,820,000 482,000,000 Closing Balance 4,820,000 482,000,000 4,820,000 482,000,000

1.2 1650 Equity Shares out of the issued, subscribed and paid up share capital were alloted in part payment of Purchase Consideration1.3 1250 Equity Shares out of the issued, subscribed and paid up share capital were alloted in Consideration for giving Equivalent Foreign Exchange for Purchase of Capital Goods.

1.4 Shares held by Holding Company, its Subsidiaries and Associates The Company does not have any holding company.

1.5 Details of shares held by shareholders holding more than 5% of the aggregate shares in the company

% held As at As at 31st March

2015 31st March

2014 Equity Shares1. HEMANG.J.SHAH 9.73 15,688 368 2. JAYWANTI J SHAH 17.68 28,506 Nil 3. Mr. KANAN HEMAG SHAH 8.09 13,060 60 4. SANJAY DAMJI SHAH 9.28 15,670 705 5. SHANTABEN D SHAH 17.64 28,451 Nil 5. Mrs. Hina Sanjay Shah (Jt. A/c) 6.60 10,635 635 6. Mrs. Hina Sanjay Desai (Jt. A/c) 6.20 10,000 10,000 Preference Shares1. Anchor Leasing Pvt. Ltd. 100 48,20,000 48,20,000

1.6 Rights, Preferences and restrictions attached to Shares(a) Equty Shares

Notes on the Financial Statements for year ended 31st March 2015SHAH CONSTRUCTION COMPANY LIMITED

The company has one class of equity shares having a par value of Rs. 100 each. Each shareholder is eligible for One Vote per share held. The Dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

As at 31st March 2015 As at 31st March 2014

(b) Preference Share

Note 2) RESERVES AND SURPLUS As at As at 31st March

2015 31st March

2014 (a) Capital Reserve As per last balance sheet 3,645,300 3,645,300 Add: Changes during the year - -

3,645,300 3,645,300 (b) Revaluation Reserve As per last balance sheet 62,051,925 62,051,925 Add: Changes during the year - -

62,051,925 62,051,925 (c) General Reserve As per last balance sheet 6,312,746 6,312,746 Add: Changes during the year - -

6,312,746 6,312,746 (d) Profit and loss Balance As per last Balance Sheet date (484,673,798) (484,206,700) Less: Loss for the year (11,873,098) (467,098)

(496,546,896) (484,673,798)

TOTAL Rs. (424,536,925) (412,663,827)

Note 3) : LONG TERM BORROWINGS As at As at

31st March

2015 31st March

2014 (a) Unsecured Loans 293,508,412 224,538,417 (b) Deposits:

INDIA - - (c) Advances:

INDIA 7,954,000 6,854,000 OVERSEAS (Refer Note 27 (iii), (iv) & (v) ) 8,250,076 8,250,076

TOTAL Rs. 309,712,488 239,642,493

Note 4) : OTHER LONG TERM LIABILITIES As at As at 31st March

2015 31st March

2014 (a) Trade Payables OVERSEAS (Refer Note 27 (iii), (iv) & (v) ) 16,617,340 16,617,340

TOTAL Rs. 16,617,340 16,617,340

Note 5) : LONG TERM PROVISIONS As at As at 31st March

2015 31st March

2014 Provision for Income TaxProvision for Fringe Benefit Tax

TOTAL Rs. - -

The Prefernce shares are redeemable. The Face value of the prefernce shares is Rs. 100. These shares carry a fixed cumulative dividend of 7% p.a. 7% dividend shall be payble in the each Finanicial Year beginning from the 2011-12 in event of company making profit.In the event of loss or in adquacy profit in any finanicial year no dividend shall be paid however dividend remaining said year in which there is a loss or inadiqute profit the unpaid dividend for the particular year shall be carried forward. The preference share shall be Reedamble in terms of Companies Act 1956 after 7 years form the date of Allotment being 14th May,2011 and shall be Reedamble on 14th May,2018 or before or after 7 years as may be agreed by passing resoulation at the meeting of the preference share holders as may be required.

Note 6) : TRADE PAYABLES As at As at 31st March

2015 31st March

2014 Trade Payables

INDIA 1,151,297 1,252,023 TOTAL Rs. 1,151,297 1,252,023

Note 7) : OTHER CURRENT LIABILITIES As at As at 31st March

2015 31st March

2014 Statutory Liabilities 1,390,487 590,112 Other Payables 216,308 107,010 Provision for Fringe Benefit Tax 30,420 30,420

TOTAL Rs. 1,637,215 727,542

Note 9) LONG TERM LOANS & ADVANCES As at As at 31st March

2015 31st March

2014 Unsecured Considered Good

(a) Advances for Goods & ExpensesOVERSEAS (Refer Note 27 (iii), (iv) & (v) ) 3,333,202 3,333,202

(b) DEPOSITS:INDIA 781,830 696,560 OVERSEAS (Refer Note 27 (iii), (iv) & (v) ) 32,124,412 32,124,412

(c) Income Tax Refundable 10,597,546 10,015,413 (d) Other loans & advances 321,967 172,425

TOTAL Rs. 47,158,957 46,342,012

Note 10) OTHER NON-CURRENT ASSETS As at As at 31st March

2015 31st March

2014 Unsecured Considered Good(a) Trade Receivables

INDIA 8,425 571,049 OVERSEAS (Refer Note 27 (iii), (iv) & (v) )

Outstanding for more than Six months 40,631,750 40,631,750 TOTAL Rs. 40,640,175 41,202,799

Note 11) INVENTORIES As at As at 31st March

2015 31st March

(a). STORES, BUILDING MATERIALS & SPARE PARTS(i) INDIA :

Amboli Central Stores 2,079,310 2,079,310 Stock at Sites 109,302 109,302 Work-in-Progress (Amboli Project) 123,134,403 115,851,443

(ai) 125,323,015 118,040,055 (ii) OVERSEAS (Refer Note 27 (iii), (iv) & (v) )

Stores, Building Materials & Spare Parts (aii) 5,547,220 5,547,220 (b) WORK IN PROGRESS :

OVERSEAS (Refer Note 27 (iii), (iv) & (v) ) (b) 23,392,914 23,392,914

TOTAL Rs. 154,263,149 146,980,189

(VALUED AT COST OR REALISABLE VALUE WHICH EVER IS LOWER AND AS CERTIFIED BY MANAGEMENT)

Note 12) TRADE RECEIVABLES As at As at

Unsecured Considered Good 31st March

2015 31st March

2014 INDIA:

Outstanding for less than Six months 238 328,888 Others

TOTAL Rs. 238 328,888

Note 13) CASH AND BANK BALANCES As at As at 31st March

2015 31st March

2014 (i) Cash in hand (i) 55,098 36,782 (ii) Bank Balance:

(a) INDIA - With Scheduled BanksUnion Bank of India 316,539 43,478 Bank of India 783,627 1,260,093

(ii a) 1,100,165 1,303,571 (b) OVERSEAS - With Non - Scheduled Banks:

(Refer Note 27 (iii), (iv) & (v) )Rafidian Bank bagdad (Khider) 19,830 19,830 Rafidian Bank Dujaillah 57,512 57,512 Rafidian Bank (Estate Bank) 1,499,779 1,499,779

(ii b) 1,577,121 1,577,121

TOTAL Rs. 2,732,384 2,917,474

Note 14) SHORT TERM LOANS AND ADVANCES As at As at 31st March

2015 31st March

2014 Unsecured Considered Good: Staff Loan - Advances - -

TOTAL Rs. - -

Note 15) REVENUE FROM OPERATIONS2015 2014

Sales and Services revenueMisscellaneous Works 540,000 254,540

Other Operating RevenuesLease Rent 3,900,000 5,100,000 Leave License fees 500,000 6,000,000 Rent Received 180,000 180,000

TOTAL Rs. 5,120,000 11,534,540 Note 16) OTHER INCOME

2015 2014Other Non-operating Income 690,000 Refund of Rates & Taxes 624,962 307,189 Award of Costs 200,000 Scrap Sale 28,571 Miscellaneous Income 199,322 Interest on Claim 1,502,563 Profit on sales of assest 154,902 1,283

TOTAL Rs. 2,710,320 998,472

Note 17) CHANGE IN INVENTORIES OF STOCK-IN-PROCESS AND STOCK IN TRADE2015 2014

Stock-in-Process (at close)India 2,079,310 2,188,612 Overseas 5,547,220 5,547,220

7,626,530 7,735,832 Less: Stock-in-Process (at begining) 7,626,530 7,735,832

TOTAL Rs. - - Note 18) EMPLOYEE BENEFIT EXPENSE

2015 2014Salaries 708,000 762,000 Staff Welfare 414,284 527,194

TOTAL Rs. 1,122,284 1,289,194 Note 19) FINANCE COST

2015 2014Interest Expense Interest on Unsecured loan 11,244,439 5,616,401 Interest on Income Tax, TDS & Service Tax 1,067 16,580

TOTAL Rs. 11,245,506 5,632,981 Note 20) OTHER EXPENSES

2015 2014Electric Power. 524,640 336,850 M.P.T. Lease Rent 1,133,598 1,089,998 Repair & Maintenance (Plant) 150,200 138,168 Insurance Charges 47,999 14,706 Rates and Taxes 229,352 527,738 Rates & Taxes (Sewri) 172,212 172,212 Professional & Legal charges 1,170,700 655,487 Motor Car expense 360,702 535,953 Conveyance & Travelling Exp. 161,227 215,538 Telephone expense 117,104 126,323 Freight & Transport 8,650 Subscription fees 100,000 15,000 Security Charges 352,000 96,000 Audit Fees 55,000 50,000 Donation 109,102 246,100 Other Misscellaneous expense 801,506 620,510 Prior year expenses 175,000 40,200

TOTAL Rs. 5,660,342 4,889,433 Note 21) EARNINGS PER EQUITY SHARE

2015 2014i) Profit/(Loss) for the year available for equity shareholders (11,873,098) (467,098) ii) Weighted average number of equity shares outstanding during the year 161,250 161,250 iii) Face value per equity share 100 100 iv) Earnings per share basic (73.63) (2.90)

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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015. 22. The Company is a partner in the following partnership firm.

Name of the Partnership Name of the Partners Share in P/L M/s. Gammon Shah (i) Gammon India Ltd. 50% (ii) Shah Const. Co. Ltd. 50% The Company had Written Off its Capital contribution of Rs. 25,000/- in Financial Year 2009-10.

23. In Shah Skyline Joint Venture, the Profit and Loss on incomplete joint venture has not been ascertained for the year 31.03.1998 to 31st March 2015. In the opinion of the Directors, there is no likely hood of any loss for the year.

24. The Company has not obtained confirmation for Debtors, Loans and Advances as well as Creditors in respect of their Debit and Credit Balance including unsecured loans, deposits & Joint Venture Partners..

25. In the opinion of the Directors :

(i) Current Assets, Loans, Advances and Investments have values, on realization in ordinary course of business, at least equal to the amount at which these are stated, subject to Note (iii) below.

(ii) (a) In respect of Preference Share Capital of Rs. 48.20 Crores (Previous Year Rs.

48.20 Crores) carrying a fixed cumulative dividend of 7% p.a. amounting to Rs. 3,37,40,000) (Previous Year Rs. 3,37,40,000/-), no provision is made for cumulative dividend payable in future in view of the loss incurred during the year.

(b) All the known liabilities have been provided for and there are no contingent

liabilities other than those stated as such.

(iii) Assets & Liabilities of Foreign Branches in Iraq: (a) There is likelihood of delay in realization of claims and mobilization of the

assets situated at Iraq in view of understanding reached between the Government of Iraq & India.

The value of the Company's assets & claims situated in Iraq aggregate to:

Current Assets Rs.10,18,52,400 Valued at rate as on 30.06.1984 Fixed Assets Rs. 8,97,58,355 At costs as per books

-------------------- Rs.19,16,10,755

============

(b) In respect of principal & interest receivable for projects in Iraq covered under Indo-Iraq Govt. to Govt. Deferred Payment Arrangements (DPA), Government of India under notification has issued Bonds in lieu thereof. Issue of Bonds to our Company is pending due to disputes under Deferred Payments Agreement (DPA).

(iv) The Company has valued its Current Assets, Current Liabilities and loans in Foreign

Currency at the rate prevailing as on 30.06.1984. (v) The Company is a going concern in spite of the accumulated losses since there is

scope for wiping out these losses in view of the potentiality for developing existing assets, expected settlements with creditors, the projects under negotiation as well as the future prospects of the company.

26. Additional information under Schedule VI of the Companies Act 1956 :

The Company's activity being in the nature of Engineering and Construction, other provisions Part II of Schedule VI of the Companies Act, 1956 are not applicable.

27. Related Party Disclosures :

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

(i) List of related parties where control exists and related parties with whom transactions have taken place and relationships:

a) Subsidiary Companies : NIL

b) Other related parts where control exits : - (i) Gammon Shah (ii) Shah Gammon Pvt. Ltd. c) Key Management Personnel: Mr. M. J. Shah. Mr. S. D. Shah Mr. Dinesh Kumar Poddar d) Relatives of Key Management Personnel and}

their enterprises where transaction have } taken Place }

Anchor Daewoo Industries Ltd. Anchor Leasing Pvt. Ltd Barindra Overseas Pvt. Ltd. DRM Corporation Alex Securities Pvt. Ltd. Classic Electrical Ltd. Good Value Financial Service Pvt. Ltd. Real Value Leasing Pvt. Ltd. Poddar Prints Pvt. Ltd. Enicar Enterprises Suvidha Vitran Private Limited

Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

(ii) Transactions during the year with the Related Parties:

Loan taken

Sr. No.

Name of the Party

Opening Balance

Loan Taken

Interest Crediteds

Loan Return

Closing Balance

1 Anchor Daewoo Industries Ltd

144883773 350000 Nil Nil 145233773

2 Anchor Leasing Pvt. Ltd

8153936 2,85,00,000

2040195

4281020 34413111

3 Barindra Overseas Pvt. Ltd

12507715 NIL NIL NIL 12507715

4 Classic Electrical Ltd

20239048 NIL 1619124 161912 21696260

5 Good Value Financial Services Pvt. Ltd

19374616 NIL 2324954 234495 21467075

6 Poddar Prints Pvt. Ltd

NIL 3000000 NIL 500000 2500000

7 Real Value Leasing Pvt. Ltd

19379329 31577000 5260166 526017 55690478

Advance

Sr. No. Name of

the Party Opening Balance

Amount Received

Amount Paid

Closing Balance

1 DRM Corporation

1000000 700000 1700000 NIL

(a) Purchased Security cabin of Rs. NIL (Previous year Rs.40,000) from M/s.

Suvidha Vitaran Pvt. Ltd.

(b) Leave & License fees received from M/s. Enicar Enterprises of Rs. 39,00,000

(Previous year Rs. 39,00,000). Balance as on31/03/2015 is Rs. NIL (Previous year Rs. 3,28,650).

28. The operation of the Company represents wholly one segment of activity relating to

construction. Accordingly all company's assets and liabilities relate to this activity only. 29. In accordance with the accounting standard 22 on "Accounting for Taxes on Income"

(AS 22) issued by the Institute of Chartered Accountants of India Deferred tax assets and liabilities should be recognised for all timing difference in accordance with the said

standard. However, considering the present financial position and the requirement of the accounting standard regarding certainty/virtual certainty, the same is not provided for as an asset (Net). However, the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty/virtual certainty in accordance with the aforesaid accounting standard.

30. Auditors Remuneration : Audit Fees Rs.55,000/- (Previous Year Rs. 50,000/-) For Taxation Matters Rs.52,000/- (Previous year Rs.10,000/-) For Other Matters Rs.20,000/- (Previous year Rs.42,000) 31. Computation of Net Profit under Section 197 of the Companies Act has not been given,

as no remuneration is paid to Directors. 32. Figures for the Previous Year have been regrouped, reclassified and restated wherever

necessary to conform to the current year presentation. As per our report attached For and on behalf of Board FOR N. B. PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED Chartered Accountants FIRM REGN. NO. 108241W M. J. SHAH

Chairman & Managing Director (N. B. Purohit) DIN : 00933528

Proprietor M.Ship No.31999 K. S. Poddar D. K. Poddar Director Director Place: Mumbai DIN: 00158601 DIN: 00158497 Date: 30th May, 2015

SHAH CONSTRUCTION COMPANY LIMITED Annual Report 2014-15

Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West), Mumbai 400053. Email : sccindia@yahoo.co.in

Phone:02266920678 PROXY FORM

Form No. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : L45202MH1949PLC007048 Name of the Company : SHAH CONSTRUCTION COMPANY LTD Registered address : 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West) Mumbai 400053. Name of the member (s) : Registered address : E-mail ID : Folio No./Client ID/DP ID : I/We, _______________ of ________________________________________being the member(s) of SHAH CONSTRUCTION COMPANY LTD. hereby appoint the following as my/our proxy to attend vote(for me/us) on my/our behalf at the Annual General Meeting of the company to be held on Tuesday the 29th September, 2015 at 11.00 A.M at G/9, Basushri Building, Marol Bus Depot Lane, A-Cross Road, Marol, MIDC, Andheri (East), Mumbai – 400093 . and at any adjournment thereof in respect of such resolutions as are indicated below: Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

or failing him Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

Or failing him Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

Or failing him * I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

Sl.No. Resolution For Against Ordinary Business 1. Adoption of audited Financial Statements

for the financial year ended March 31, 2015 and reports of the Board of Directors and the Auditors thereon

2. Re-appointment of Mr Mehul J. Shah who retires by rotation

3. Re-appointment of Mr Sanjay P. Shah who retires by rotation

4. Appointment of N. B. Purohit & Co. Chartered Accountants, as Auditors and fixing their remuneration for the year 2015-16

Special Business 5. Reappointment of Mr Mehul Shah as

Managing Director.

6 Appointment of Mr Sanjay P Shah as independent director.

7 Appointment of Mr Sachikumar N Adalja as independent director.

8 Appointment of Ms Jayawanti J Shah as director.

9 Appointment of Mr Yogesh J Shah as independent director.

* This is optional. Please put a tick mark (√) in the appropriate column against the resolutions indicated in the box. If a member leaves the “For” or “Against” columns blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write “Abstain” across the boxes against the Resolution. Signature (s) of Member(s) 1. ________________________ 2. ________________________ 3. ________________________

revenue stamp of

Signed this __________ day of _________ 2015. Notes: 1. The Proxy to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHT

HOURS before the commencement of the Meeting. 2. A Proxy need not be a member of the Company. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to

the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

4. The form of Proxy confers authority to demand or join in demanding a poll. 5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at

the meeting. 6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares under the

columns “For” or “Against” as appropriate.

SHAH CONSTRUCTION COMPANY LIMITED CIN : L45202MH1949PLC007048 Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West), Mumbai 400053. E-mail: sccindia@yahoo.co.in Tel: 91-22-66920678

BALLOT FORM (In lieu of E-voting)

1. Name : Registered Address Of the sole/first named Shareholder : 2. Name(s) of the Joint Shareholder(s) : if any 3. Registered Folio/DPID & Client ID No. : 4. No. of Shares held : I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the Notice of the Annual General Meeting of the Company to be held on 29th September, 2015 by convening my/our assent or dissent to the said Resolution(s) by placing the tick (√ ) mark at the appropriate box below. Item No.

Description No. of Equity shares

I/We assent to the resolution (For)

I/We dissent to the resolution (Against)

Ordinary Business 1. Adoption of audited Financial

Statements for the financial year ended March 31, 2015 and reports of the Board of Directors and the Auditors thereon

2. Re-appointment of Mr. Mehul J. Shah who retires by rotation

3. Re-appointment of Mr. Sanjay P. Shah who retires by rotation

4. Appointment of N. B. Purohit & Co. Chartered Accountants, as Auditors and fixing their remuneration for the year 2015-16

Special Business 5 Appointment of Ms. Jaywanti J. Shah as

Director of the Company.

Place: __________ Date : __________ ____________________ Signature of Shareholder NOTE: Kindly read the instructions printed overleaf before filing the form. Only valid Ballot Forms received by 28th September 2015 shall be considered.

INSTRUCTIONS 1. Members may fill up the Ballot Form printed overleaf and submit the same in a sealed

envelope to the Company.

2. The Company will not be responsible if the envelope containing the Ballot Form is lost in transit.

3. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the

decision of the Scrutinizer on the validity of the forms will be final.

4. The right of voting by Ballot Form shall not be exercised by a proxy.

5. There will be only one Ballot Form for every Folio/DP ID/Client ID irrespective of the number of joint members.

6. In case of joint holders, the Ballot Form should be signed by the first named

shareholder and in his/her absence by the next named shareholders. Ballot form signed by a joint holder shall be treated valid if signed as per records available with the Company and the Company shall not entertain any objection on such Ballot Form signed by other joint holders.

7. Where the Ballot Form has been signed by an authorized representative of the body

corporate/Trust/Society, etc. a certified copy of the relevant authorization/Board resolution to vote should accompany the Ballot Form.

8. Instructions for the e-voting procedure are available in the Notice of the Annual General

Meeting and are also placed on the website of the Company.

****************************

BOOK POST

If Undelivered please return to: SHAH CONSTRUCTION COMPANY LIMITED 11, Shah industrial Estate, New Link Road, Opp. Anna Temple, Andheri (W), Mumbai – 400 053. Tel. : +91 22 66920678/79 Fax : +91 22 66920525 Email : scclindia@yahoo.co.in

th annual report 2014-2015 - bombay stock exchange€¦ · 67th annual report 2014-2015 . 2 shah...

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