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Shah Construction Company Ltd.

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Shah Construction Company Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Corporate Governance is the combination of voluntary practices and compliance with laws & regulations leading effective control & management of the organization. Good corporate Governance leads to long-term shareholders value and enhance interest of other shareholders.

The Company's policies of implementing the broad principles of Corporate Governance, namely transparency, integrity and accountability are imperative in the management of the Company.

The Company's Corporate Governance practices on various parameters are described below:-

1. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING:-

During the financial year under review, 7 (Seven] Board Meetings were held on the following dates 14.05.2011, 12.08.2011, 02.09.2011, 20.10.2011, 12.11.2011, 25.11.2011 and 20.03.2012.

The Company placed before the Board performance and various other information's including those specified under Corporate Governance from time to time.

2. CODE OF CONDUCT:-

The Board has approved a code of conduct for all the Directors and senior management personnel of the Company. The Directors and senior management personnel have affirmed compliance with the code of conduct. A declaration to this effect signed by a Director Forms part of this Report.

3. AUDIT COMMITTEE:-

The term of reference of the Audit Committee is the same as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges and Section 292 A of the Companies Act, 1956.

The term of reference of the Audit Committee includes inter-alias to review, the Audited Accounts, Financial Results and Unaudited Financial Results.

During the Financial Year under report 5 Meetings of Audit Committee were held on 14.05.2011, 12.08.2011, 02.09.2011, 12.11.2011 and 25.03.2012.

4. SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:-

The Shareholders'/Investors' Grievance Committee of the Board is comprising of Mr. Sanjay Premji Shah, Mr. Dineshkumar Keshardeo Poddar, Mr. Keshardeo Sawarmal Poddar, Mr. Sanjay Damji Shah, Mr. Mehul Jadavji Shah and Mr. Sachikumar Nandlal Adalja Directors of the Company as its members. The Chairman of the Committee is Mr. Sanjay Premji Shah, Director.

The Committee looks complaints pertaining to non-receipt of Share Certificates after Transfer, non-receipt of Annual Reports etc. The Committee had met 10 times on 14.05.2011, 18.06.2011, 21.07.2011, 12.08.2011, 02.09.2011, 20.10.2011, 12.11.2011, 25.11.2011, 16.01.2012, 20.03.2012 during the financial year under Report

The Company received 25 Complaints during the year all of which were resolved and no complaint was outstanding at the end of the year.

Compliance Officer:

Name Mr. Dinesh Poddar

Address & Tel No.: Shah Construction Company Limited

11, Shah Industrial Estate, New Link Road, Andheri (w), Mumbai -400053

E-mail ID: scclindia@yahoo.co.in

5. REMUNERATION COMMITTEE:-

The Company has not constituted a Remuneration Committee yet because Company is not paying any remuneration to its Directors presently. As and when the Company will start paying remuneration to its Directors it will constitute a Remuneration Committee.

6. (a) Disclosure on materially significant related party transactions of the Company of material nature with its Promoters, the Directors or their relatives or the Management, their subsidiaries etc. that may have potential conflict with the interest of the company at large.

During the Financial year, no materially significant transactions were, entered between the Company and its promoters, Directors or the Management or relatives that may have potential conflict with the interest of the Company at large.

(b) Details of Non-Compliance by the Company, Penalties and Strictures

Imposed on the Company by Stock Exchanges or SEBI, or any Statutory Authority, on any matter related to Capital Markets, during the last Three years.

The Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Market during last three years, have not imposed any Strictures and penalties on the Company.

NON-MANDATORY REQUIREMENTS:

The Status of compliance with Non-mandatory requirements is as under:-

(i) The Company is not giving any remuneration to its Directors and therefore it has not appointed Remuneration Committee.

(ii) Looking into the financial condition of the Company, it was not possible to send half yearly results to each household of its Shareholders.

(iii) Looking into the financial condition of the Company it was not possible to prepare its financial Statements without Auditors' Qualifications / Remarks. However it is trying its best to ensure the regime of Unqualified Financial Statements.

(iv) Looking into financial condition of the Company it was not possible to appoint more Independent Directors. However the Company is in search of more independent Directors.

7. MEANS OF COMMUNICATION:-

The Annual, Half-yearly and Quarterly Results are regularly submitted to the Stock Exchange-Mumbai and published in News Papers.

8. GENERAL SHAREHOLDERS INFORMATION:-

a) Annual General Meeting:

Date and time: 30th September 2011 at 11.00 AM

Venue: 11, Shah Industrial Estate, New Link Road, Andheri (w), Mumbai -400053.

b) Financial Calendar:

Financial Report for

- Quarter ending June-2011: 14.08.2011

- Half Year ending Sept-2011: On or before 15.11.2011

- Quarter ending Dec-2011: On or before 15.02.2012

- Quarter ending March-2012: On or before 15.05.2012

Annual General Meeting for the Year ending 31.03.2012: 29th September, 2012.

c) Date of Book-Closure: 22/09/2012 to 29/09/2012

d) Registered Office: 11, Shah Industrial Estate, New Link Road, Andheri (w), Mumbai -400053

e) Listing of Shares on Exchanges: Bombay Stock Exchange

f) Stock Exchange Code: Mumbai Stock Exchange Code: 509870.

g) STOCK DATA:-

The Stock Exchange Mumbai has revoked the suspension in the trading of Shares during the year under report However the Shares are traded in physical form only because Company is not eligible to get its shares dematerialized due to its negative net worth. The Company has not given the monthly high and low prices and volume of its Shares at the Stock Exchanges because there was no trading in the Shares of the Company during the year under report except insignificant trading on the Mumbai Stock Exchange.

h) Correspondence Address:

SHAH CONSTRUCTION COMPANY LIMITED

11, Shah Industrial Estate, New Link Road, Andheri (w), Mumbai -400053

For and on Behalf of the Board

For SHAH CONSTRUCTION COMPANY LIMITED

M. J. SHAH

Chairman & Managing Director

K.D. Poddar

Director

D.K. Poddar

Director

Place: Mumbai

Dated: 31st August, 2012