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Shristi Infrastructure Development Corporation Ltd.

BSE: 511411 Sector: Infrastructure
NSE: PEERABASAN ISIN Code: INE472C01027
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VOLUME 1217
52-Week high 375.00
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P/E 257.72
Mkt Cap.(Rs cr) 664
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 301.00
CLOSE 300.45
VOLUME 1217
52-Week high 375.00
52-Week low 245.00
P/E 257.72
Mkt Cap.(Rs cr) 664
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shristi Infrastructure Development Corporation Ltd. (PEERABASAN) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 27th Annual Report together with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2017. Thesummarized standalone and consolidated financial performance

Company is as under:

FINANCIAL RESULTS

Standalone Consolidated
Particulars Year Ended 31st March 2017 Year Ended 31st March 2016 Year Ended 31st March 2017 Year Ended 31st March 2016
Total Revenue 10555.49 16256.24 20272.99 20406.66
Total Expenses (Excluding Finance Cost Depreciation and Amortization) 6060.39 12376.20 12660.61 14483.47
Earnings Before Finance Cost Depreciation Tax and Amortization (EBIDTA) 4495.10 3880.04 7612.38 5923.19
Less: Finance Cost 4041.61 3452.66 6288.17 5450.78
Earnings Before Depreciation Tax and Amortization (EBDTA) 453.49 427.38 1324.21 472.41
Less: Depreciation and Amortization 130.46 45.01 1042.56 104.32
Profit Before Tax (PBT) 323.03 382.37 281.65 368.09
Less: Current Tax 105.00 124.00 119.30 142.36
Deferred Tax 1.41 (4.77) 0.09 (2.52)
Income Tax in respect of earlier years (1.57) 0.23
Profit After Tax Before Extraordinary Items & Minority Interest 216.62 263.14 163.83 228.02
Less: Extraordinary Items 0.04 0.96
Profit After Tax Before Minority Interest 216.62 263.14 163.79 227.06
Less: Minority Interest (33.18) 0.32
Net Profit 216.62 263.14 196.97 226.74
Paid up Equity Share Capital 2220.00 2220.00 2220.00 2220.00
Reserves and Surplus 37855.28 37538.31 42776.49 39953.31
Earning Per Share 0.98 1.19 0.89 1.02

BUSINESS AND OPERATIONS REVIEW

Your Company is having interests in the business of infrastructure developmentconstruction (including project management consultancy) on contract basis and real estate(including hospitality). Such businesses are carried on either by the Company directlyand/or also through its various subsidiaries joint ventures & associates which arecollectively referred to as Shristi Group or Shristi. Shristi commenced its operations in1999 and ever since has focused on creating value and timely delivery to all its clientsand the people of India. Since inception Shristi has proven its ability and expertise inthe execution of major and state-of-the-art plant and equipment. Shristi has thecapability to construction projects using cutting-develop build and operate projects ontime while maintaining high quality to the maximum satisfaction of all the Clients.During the year under review the total revenue of the Company on standalone basis hasdecreased by 35% i.e. from ` 16256 lakhs to ` 10555 lakhs and Earnings before FinanceCost Depreciation Tax and Amortization (EBIDTA) has increased by from ` 3880 lakhs to `4495 lakhs. Similarly on consolidated basis the total revenue of the Company hasdecreased by 0.66% i.e. from ` 20407 lakhs to ` 20273 lakhs and Earnings before FinanceCost Depreciation Tax and Amortization (EBIDTA) has increased by 29% i.e. from ` 5923lakhs to ` 7612 lakhs. The figures of the previous year are strictly not comparablebecause of the effect of amalgamation in the previous year 2015-16. Inspite of challengingeconomic environment the Company's cautious strategy has helped the Company in sustainingits profitability.

The respective businesses of your Company have evolved and grown over the years and aremuch larger than what they were when commenced. However hospitality business represents adistinct strategic imperatives from the other businesses of the Company. The hospitalitybusiness and the other businesses of the Company have good potential as independentbusinesses. The differing requirements can be better addressed by separation of thehospitality business and the other businesses under two focused entities. Further thereal estate development business of a wholly owned subsidiary of the Company can becombined and carried on together with the real estate development business of the Companymore effectively. In these circumstances subject to requisite approvals it has beenconsidered desirable and expedient to reorganize and reconstruct the said Companies byamalgamating East Kolkata Infrastructure Development Private Limited with the Company andby demerging the Hospitality Division of the Company to Vipani Hotels & ResortsPrivate Limited which is also a wholly owned subsidiary of the Company and to get thesame listed pursuant to the Scheme of Arrangement. The Financial Statements have beenprepared by your Company in accordance with the accounting principles generally acceptedin India including the Accounting Standards specified under the Companies Act 2013 readwith the Companies (Accounts) Rules 2014.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statementsof your Company's Subsidiaries Associates and Joint Venture Companies pursuant to firstproviso to Section 129(3) of the Companies Act 2013 (‘Act') read with Rule 5 of theCompanies (Accounts) Rules 2014 forms part of the Annual Report. Further in line withSection 129(3) of the Act read with the aforesaid Rules SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and in with the Accounting StandardConsolidated Financial Statements prepared by your Company include financial informationof its Subsidiary Associate & Joint Venture Companies.

A report on the performance and financial position of each of the Subsidiary Associateand Joint Venture Companies included in the Consolidated Financial Statements prepared byyour Company as per Rule 8(1) of the Companies (Accounts) Rules 2014 forms part of theannual financial statements of each of the Subsidiary Associate and Joint VentureCompanies which have been placed on the website of your Company www.shristicorp.com andalso forms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules 2014which forms part of this Annual Report. Members interested in obtaining a copy of theannual accounts of the Subsidiary Associate and Joint Venture Companies may write to theCompany Secretary at your Company's Registered Office. The said report is not repeatedhere for the sake of brevity. The Subsidiaries of the Company function independently withan adequately empowered Board of Directors.

During the financial year under review Avarsekar Realty Private Limited has become awholly owned subsidiary and Shristi Hotel Private Limited has become a subsidiary of yourCompany.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has in place a Policy for determining ‘Material' Subsidiaries as perRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The said Policy is available on your Company's website www.shristicorp.com and alink to the same has been provided elsewhere in this Annual Report.

As on 31st March 2017 Shristi Hotel Private Limited (SHPL) is the material subsidiaryof your Company and in compliance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has appointed Mr. Braja BehariMahapatra Independent Director of the Company on the Board of SHPL.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

NON-CONVERTIBLE DEBENTURES

The Company has allotted 1450-Listed Rated Secured Redeemable Non-ConvertibleDebentures (NCDs) with a face value of` 10 lakhs each aggregating to` 145 crores (RupeesOne Forty Five Crores Only) by way of Private Placement on 30th November 2016 which is tobe redeemed on 30th November 2026.

RESERVES

During the year under review no amount from profit was transferred to General

DIVIDEND

In continued pursuit of distributing profits to shareholders your Directors` 0.50 pershare (i.e. 5%) for the financial year 2016-17 (financial year 2015-16: ` 0.50). Thedividend if approved by the Members at the 27th Annual General Meeting of your Companywill be paid to the shareholders subject to Dividend Distribution Tax be paid by yourCompany. The total dividend payout amounts to ` 1.11 crores excluding DDT.

DEPOSIT

During the year under review your Company has not accepted any deposit from the publicwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PROMOTER GROUP SHAREHOLDING

During the year under review there were no instances of acquisitions as well astransfer of shares amongst the Promoter / Promoters' Group of your Company resulting in nochange in Company's Promoter / Promoters' Group shareholding. The aggregate shareholdingof Promoter / Promoters' Group of your Company as on 31st March 2017 is as follows:

Name of the Promoter / Promoters' Group Shareholding
No. %
1. Mr. Sujit Kanoria 100600 0.45
2. M/s. Adishakti Commercial Private Limited* 16538319 74.50
Total 16638919 74.95

*As on 31st March 2017 3080000 shares of M/s. Adishakti Commercial Private Limitedwere under pledge.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company transferred a sum of ` 83766 (Rupees EightyThree Thousand Seven Hundred Sixty Six only) to the Investor Education & ProtectionFund (IEPF) of the Central Government being the dividend amount pertaining to the FY2008-09 which was due & payable and remained unclaimed and unpaid for a period of 7(seven) years in compliance with the provisions of Section 125 of the Companies Act2013.

GLOBAL OUTLOOK

According to the World Bank Global GDP is projected to accelerate to 2.7 percent in2017 from estimated 2.3 percent in 2016 and further strengthen to 2.9 percent in 2018 inline with previous projections. The estimates by International Monetary Fund (IMF) aremore optimistic than the World Bank projections IMF expects global economy to grow 3.5percent in 2017 after an estimated growth of 3.1 percent in 2016. The World Bank acceptsthe emerging & developing economies (EDEs) to be the main drivers of global growth.According to World Bank forecasts the EDEs after registering a 3.4 percent growth rate in2016 will clock a growth rate of 4.2 percent in 2017 and thereafter growth rate willfurther strengthen to 4.6 percent in 2018. The advanced economies (AEs) after growing at1.6 percent growth rate in 2016 are expected to clock a growth rate of 1.8 percent bothin 2017 and 2018.

INDIAN SCENARIO

India continues to hold on to its position of the fastest growing major economy in theworld and it has achieved this inspite of the huge disruption caused by Demonetisation.For 2016-17 India's GDP growth rate has been estimated to be 7 percent. per the EconomicSurvey 2016-17 the Indian economy should grow between 6.75 and 7.5 percent in FY 2017-18.According to the World Bank the Indian economy will grow likely at 7.6 percent in 2017-18and 7.8 percent in 2018-19. As per Boston Consulting Group (BCG) report India is expectedto be the third largest consumer economy as its consumption may triple to USD 4 trillionby 2025 owing to shift in consumer behaviour and expenditure pattern. The Government ofIndia announced demonetisation ` 1000 and ` 500 on November 8 of high 2016 in order toeliminate black money and the growing menace of fake Indian currency notes therebycreating opportunities for improvement in economic growth. The same resulted in atemporary slowdown but according to Ms. Kristalina Georgieva CEO of the World Bankdemonetisation is expected to have a positive impact on the Indian economy which willhelp foster clean and digitized economy in the long run.

On the macroeconomic front the fiscal deficit has been kept under control and withintargeted limits at USD 364 billion and the foreign exchange reserve position is alsocomfortable. All this augur well for the economy. The very fact that India has been ableto attract foreign direct investment (FDI) worth USD 60.08 billion in 2016-17 (vis-a-visUSD 55.6 billion in 2015-16) and that too at a time when global FDI inflows fell is anendorsement of the fact that the global investor community is interested in the IndiaGrowth Story.

However concern is also there that the growth so far has essentially been on accountof the increase in government spending which though good in the current context cannotbe sustained for long. To add momentum to our growth there is a need to revive privatesector investment in a big way especially in infrastructure projects.

INDIA'S INFRASTRUCTURE & REAL ESTATE SECTOR

The Government of India (GoI) has launched several reform measures to boost sectorslike roads railways power distribution rural and urban development. Union Budget2017-18 has allocated a record USD 59.18 billion in infrastructure investment. To sustainrapid economic growth the country needs to spend USD 455 billion on infrastructuredevelopment over the next five years with 70 percent of funds needed for power roads andurban infrastructure segments. The Government has been focusing on clearing majorInfrastructure projects which has resulted in considerable increase in speed ofconstruction of highways which is at the highest this year. Infrastructural development isproving vital for real estate sector. Government has started shaping previously launchedhousing for all schemes and has come up with the list of smart cities which will bedeveloped. Sardar Patel Urban Housing Scheme Atal Mission for Rejuvenation & UrbanTransformation ("AMRUT") and Heritage City Development & Augmentation Yojana("HRIDAY") will drive growth in the sector. Affordable Housing which has beengiven the infrastructure status will provide great impetus to the sector.

India's real estate market is expected to reach USD 180 billion by 2020 from USD 93.8billion in 2014. The housing sector alone contributes 5-6 percent to the country's GrossDomestic Product (GDP). Emergence of nuclear families rapid urbanisation and risinghousehold income are likely to remain the key drivers for growth in all spheres of realestate including residential commercial and retail. The real estate sector comprisesfour sub sectors - housing retail hospitality and commercial. The growth of this sectoris well complemented by the growth of the corporate environment and the demand for officespace as well as urban and semi-urban accommodations.

BUSINESS OUTLOOK FUTURE PLANS OPPORTUNITIES & THREATS

The Government has stepped up its outlay for infrastructure projects. Union Budget of2017-18 has allocated ` 138.81 billion for the power sector out of which ` 33.61 billionhas been earmarked for the renewable energy. With implementation of series of reforms ingeneration & distribution and renewable energy the aim of enabling "Power forAll by 2019" looks very much achievable. ` 649 billion for roads & highways hasbeen allocated by the Union Budget out of which ` 270 billion has been earmarked fordevelopment of roads. In 2016-17 the pace of highway construction reached an all-timehigh of 22.3 km/day and the target set for 2017-18 is 41 km/day. The housing sector hassuffered a lot from the demonetization drive. To provide relief to this sector‘Infrastructure Status' has been accorded to affordable housing in the Union Budget2017-18. In addition the move to defer levy of tax on notional rental income by one year(after year of completion is received) will allow builders breathing space to clear theirinventory of constructed flats. Also the move to reduce the holding period from 3 to 2years for computing long term capital gains from transfer of immovable property andproviding of fiscal incentives for making "Housing for All" a reality isexpected to provide some boost to the housing sector. Private sector has played animportant role in India's infrastructure creation especially during the last two decadesand public-private partnerships (PPPs) have emerged as the preferred mode. Howeverseveral of such projects have got mired in long standing disputes. The government realizeshow important it is to revive private sector appetite for infrastructure investments toput PPP back in track. In this regard the Finance Minister has promised to put in place adispute resolution mechanism to address issues in the infrastructure space.

The Real Estate (Regulation and Development) Act 2016 ("RERA") has beennotified on 1st May 2016. This is one policy transition which will affect real estatecompanies directly. ReRA contains several provisions to address the lacunae in the realestate market principally by way of establishing a disclosure framework and settingstrict liabilities for promoter irregularities This will bring regularities and uniformityin the sector. This landmark law will enforce hitherto unprecedented transparency andaccountability requirements for developers into the system and do a lot to increaseconsumer confidence. Consumer activism which has already been making news in recenttimes will increase in distressed ongoing projects. While the Central Act has beenenacted the process of enacting state level rules and authorities is still underwayissues which the industry will face in the initial days but in the mid long term increasedconsumer confidence is going to increase demand. And it's not only RERA that the Indianreal estate sector anticipates with bated breath. The Goods and Services Tax (GST) and theBenami Property Act will also have a major impact on how many developers run theirbusinesses. A big change is expected on account of GST which will require some changes inour internal processes to ensure smooth and effective adoption. In general GST will leadto increased transparency across the supply chain minimize leakages and double taxationfor your Company. While there remains a potential for disruption in short run given thescale of change the long term potential of the reform is immense. Demonetisation shook upthe older ways of working but did not much affect the self-governing developers with theright products targeted at the working masses. The rest have realised it is time now torevamp their existing business models if they want to remain in business at all.

The combination of improved consumer confidence due to RERA with far improvedaffordability that is the result of rising incomes stagnant prices and reduced interestrates will propel the sector in a very positive direction in the coming years. Theinfrastructure status accorded to affordable housing is a game changing move that willopen upmore institutional sources for developers to raise funds at competitive price. Thismove will encourage leading developers to enter this segment. We expect 2017 to be atransition year for the sector with things starting out slow but seeing a remarkableimprovement during the year. Our Pan India presence Brand and competencies put us in astrong position to benefit from any improvement in the environment and will take us to ahigh growth trajectory in the years ahead.

RISK & CONCERNS

Risks are generally classified into two categories namely those which are beyond thecontrol of the Company and those which are within the control of the Company. Your Companyis exposed to risks such as economic regulatory taxation and environmental risks andalso the investment outlook towards the Indian infrastructure & real estate sector.Some of the risks that may arise in the normal course of its business and impact itsability for future developments inter-alia include credit risk liquidity riskregulatory risk and market risk. The Company already has in place a Risk Management Policyand has appropriate risk management systems in place for identification and assessment ofrisks measures to mitigate them and mechanisms for their proper and timely monitoringand reporting. The Board periodically reviews implementation and monitoring of the riskmanagement plan for the Company including identification therein of elements of risks ifany which in the opinion of the Board may threaten the existence of the Company.Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 regarding formation Management Committee is not applicable to your Company. of Risk

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportablematerial weakness was observed. Internal control systems and process level checks andbalances are reviewed and updated on a continuous basis. The internal control issupplemented by an extensive program of internal audit reviewed by the managementdocumented policies guidelines and procedures. The top management and Audit Committee ofthe Board review the findings evolved during checking of system and operation and takesteps accordingly

HUMAN RESOURCES

Shristi firmly believes that its employees are one of the most valuable resources. Onlyhighly motivated employees can the Company to meet and exceed the expectations of variousstakeholders including customers and investors. Employees are encouraged to develop theirrespective individual development plans and continuous learning processes help them toperform better. Your Company creates and maintains a supportive environment to attractand cultivate the very best talent in this business. Employer Branding of Shristi ismaintained and leveraged through a well-knit winning embrace of Talent AcquisitionTalent Management & Talent Engagement that provides the competitive edge to theCompany in adding agility and ability through continuous capability building mechanismthat imparts sustainable human capital advantage in today's dynamic turbulent businesslandscape. The details relating to employees have been mentioned elsewhere in this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements. The report on Corporate Governance asstipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is to the report on Corporate Governance.

DETAILS OF BOARD MEETINGS

During the Financial Year 2016-17 6 (six) Board Meetings were held. The details ofBoard and Committee Meetings including the attendance of Directors and Members thereofhave been furnished in the Corporate Governance Report forming part this Annual Report.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of Annual Returnof the Company for the financial year ended 31st March 2017 in Form MGT-9 is annexedherewith as Annexure I to this Report.

AUDIT COMMITTEE

The Audit Committee as on 31st March 2017 comprises of Mr. Sakti Prasad Ghosh Mr.Dipak Kumar Banerjee Mr. Kailash Nath Bhandari and Mr. Braja Behari MahapatraIndependent Directors of the Company. Mr. Sakti Prasad Ghosh Independent Director is theChairman of the Audit Committee. The Company Secretary of your Company acts as theSecretary to the Audit Committee. The terms of Reference of the Audit Committee has beenprovided in the Corporate Governance Section forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations And Disclosure Requirements) Regulations your Company has formulated theVigil Mechanism / Whistle Blower Policy to deal with instances of unethical and / orimproper conduct and actioning suitable steps to investigate and correct the same. Thesaid Policy is available on your Company's website www shristicorp.com and a link to thesaid Policy has been provided elsewhere in this Annual Report.

DISCLOSURE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres within its officepremises. The Company has place a policy against Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee is set up to redress any complaintsreceived and are monitored by line supervisors. All employees are covered under thepolicy. There was no complaint received from any employee during the financial year2016-17 and hence no complaint is outstanding as on 31st March 2017 for redressal.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company being an infrastructure company is exempted from the provisions asapplicable to loans guarantees and securities under Section 186 of the Companies Act2013. The details of investments are provided in the notes to the Standalone FinancialStatements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.However there were transactions as per SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 made by the Company which were duly approved by theShareholders in the 26th Annual General Meeting held on 23rd September 2016. In terms ofRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015your Company has obtained prior approval of the Audit Committee for entering into anytransaction with related parties. The Audit Committee also reviews all related partytransactions on a quarterly basis. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board is available on yourCompany's website www.shristicorp.com and a link to the said Policy has been providedelsewhere in this Annual Report. Your Directors draw attention of the members to Note 28to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statements of disclosure of remuneration in terms of the provisions of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is attached to this Report as Annexure II.

Details of employee remuneration as required under Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are available at theregistered office of the Company during working hours and will be provided upon request byany member of the Company. In terms of Section 136(1) of the Companies Act 2013 theReport & Accounts are being sent to the Members excluding the aforesaid details. Anymember interested in obtaining the copy of the same may write to the Company Secretary atthe Registered Office of the Company.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Particulars of statement under Rule 8 of Companies (Accounts) Rules 2014 with regard toConservation of Energy Technology Absorption are not given as the Company has notundertaken any manufacturing activity. During the year under review the total foreignexchange expenditure of your Company was ` 24.95 lakhs (previous year ` 23.59 lakhs) andforeign exchange earning was NIL.

STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

The Shareholders of the Company at the 24th Annual General Meeting of the Company heldon 19th September 2014 had appointed M/s. S. S. Kothari & Co. Chartered Accountantshaving firm registration no. 302034E as Statutory Auditors of the Company to hold officefor a period of 3 years till the conclusion of the 27th Annual Under Section 139(2) of theCompanies Act 2013 read with the relevant provisions of the Companies (Audit andAuditors) Rules 2014 it is mandatory to rotate the Statutory Auditors on completion ofterm including the transition period permitted under the said section. Since M/s. S. S.Kothari & Co. Chartered Accountants have completed the maximum permissible tenure asspecified in the Act and will be holding the office of Statutory Auditors up to theconclusion of the ensuing 27th Annual General Meeting of the Company.

Accordingly the Board of Directors based on the recommendation of Audit Committee andsubject to approval of the Shareholders at the ensuing 27th Annual General Meeting hasproposed to appoint M/s. G. P. Agrawal & Co. Chartered Accountants (ICAIRegistration Number-302082E) as Statutory Auditors of the Company for a term of 5consecutive years from the conclusion of the 27th Annual General Meeting till theconclusion of the 32nd Annual General Meeting to be held in 2022 (subject to ratificationby members at every AGM) at such remuneration as may be mutually agreed upon between theBoard of Directors of the Company and the Auditors.

The Company has also received a written consent and a certificate from M/s. G. P.Agrawal & Co. Chartered Accountants to the effect that their appointment if madewould be in accordance with the provisions of Section 139 and that they satisfy thecriteria provided in Section 141 of the Companies Act 2013 read with Rules framedthereunder. The Board places on record its appreciation for the services rendered by M/s.S. S. Kothari & Co. Chartered Accountants during their tenure as the StatutoryAuditors of the Company.

The notes of the financial statements referred to in the Auditors' Report issued byM/s. S. S. Kothari & Co. for the financial year ended on 31st March 2017 areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under the Boardhas appointed M/s. K. Arun & Co. Company Secretaries to conduct Secretarial Audit forthe Financial Year 2016-17. The Secretarial Audit Report for the financial year endedMarch 31 2017 is annexed herewith marked as Annexure III to this Report. TheSecretarial Audit Report for the financial year ended 31st March 2017 does not containany qualification reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board

There was no change in the composition of Board of Directors and the Key ManagerialPersonnel of the Company during the year under review.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under both theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Re-appointment of Managing Director

Pursuant to the recommendation of Nomination & Remuneration Committee the Board ofDirectors at their meeting held on 14th February 2017 has reappointed Mr. Sunil Jha (DIN00085667) as Managing Director for further period of three years with effect from 4thMarch 2017 to 3rd March 2020 subject to the approval of the members at the ensuing AnnualGeneral Meeting of the Company.

Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Sunil Jha Managing Director(DIN: 00085667) is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

Performance Evaluation

The performance evaluation of the Board its Chairman and the Non-Independent Directorswere carried out by the Independent Directors. The Nomination & Remuneration Committeealso carried out evaluation of every director's performance. The Board carried outevaluation of its own performance and that of its Committees as well as evaluation ofperformance of the Directors individually. The performance evaluation of the IndependentDirectors was also carried out by the entire Board (excluding the director beingevaluated). The evaluation framework focused on various aspects of the Board andCommittees such as review timely information from management etc. Also the performanceof individual directors was divided into Executive Non-Executive and IndependentDirectors and based on the parameters such as contribution attendance decision makingexternal knowledge etc. The result of evaluation was satisfactory and meets therequirements of the Company.

Nomination & Remuneration Policy

As approved by the Board of Directors of your Company the Nomination &Remuneration Policy for Directors Key Managerial Personnel and other employees of theCompany is available on your Company's website www.shristicorp.com and a link to the saidPolicy has been provided elsewhere in this Annual Report.

Familiarization Programme

The details of programme for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company and related matters are put up on thewebsite of the Company at www.shristicorp.com and a link to the said Policy has beenprovided elsewhere in this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied that are reasonableand prudent so as to give affairs of the Company at the end of the true and view of thestate of financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review there were no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concern status of the Company andits future operations.

SHRISTI WEBSITE

The website of your Company www.shristicorp.com carries a comprehensive database ofinformation of interest to the investors including the corporate profile and businessactivities of your Company and the various projects which are handled by your Company. Theparticulars contained on the website mentions details of the Projects/developmentsundertaken by the Company including depicting banners/posters of the Project. The contentsare being modified in terms of the stipulations / recommendations under the Real Estate(Regulation and Development) Act 2016 ("RERA") and Rules made thereunder andaccordingly may not be fully in line thereof as of date as all the states have not comeout with the respective rules.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for employees at all levelswho have contributed towards the growth and performance of your Company. Your Directorsalso thank the clients vendors bankers shareholders and advisors of the Company fortheir continued support. Your Directors would like to express their sincere appreciationsfor the support and co-Banks Central & State Government Authorities RBI SEBI MCARegistrar of Institutions operation received from the Financial Companies Indian StockExchanges Depositories Credit Rating Agencies Customers Vendors Suppliers BusinessAssociates Members Debenture holders Debenture Trustees and other Stakeholders duringthe year under review.

For and on behalf of the Board of Directors
Place: Kolkata Sakti Prasad Ghosh Sunil Jha
Date: 25th May 2017

Director

Managing Director