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Shristi Infrastructure Development Corporation Ltd.

BSE: 511411 Sector: Infrastructure
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Buy Price 280.00
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Sell Qty 50.00
OPEN 290.90
CLOSE 294.90
52-Week high 375.00
52-Week low 243.00
P/E 259.82
Mkt Cap.(Rs cr) 646
Buy Price 280.00
Buy Qty 2.00
Sell Price 291.00
Sell Qty 50.00

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

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report together with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2016. Thesummarized standalone and consolidated financial performance of your Company is as under:


(Rs. in Lakhs)



Particulars Year ended 31st March Year ended 31st March Year ended 31st March Year ended 31st March
2016 2015 2016 2015
Total revenue 16256.24 10737.64 20406.66 15826.65
Total expenses (excluding finance cost depreciation and amortization) 12376.20 9216.84 14483.47 10812.76
Profit before finance cost depreciationtax and amortization (pb idta) 3880.04 1520.80 5923.19 5013.89
Less: finance cost 3452.66 1183.53 5450.78 4554.76
Profit before depreciation tax and amortization (pbdta) 427.38 337.27 472.41 459.13
Less: depreciation and amortization 45.01 25.07 104.32 91.05
Profit beforetax (pbt) 382.37 312.20 368.09 368.08
Less: current tax 124.00 101.00 142.36 128.81
Deferred tax (4.77) (13.75) (2.52) (18.64)
Income tax in respect of earlier years 0.23 1.05
Profit after tax before extraordinary items & 263.14 224.95 228.02 256.86
Minority interest
Less: extraordinary items 0.96
Profit aftertax before minority interest 263.14 224.95 227.06 256.86
Less: minority interest 0.32 0.22
Net profit 263.14 224.95 226.74 256.64
Add: surplus brought forward from previous year 762.84 610.54 868.67 692.63
Addition on amalgamation 154.02
Profit available for appropriation 1180.00 835.49 1095.41 949.27
Paid up equity share capital 2220.00 2220.00 2220.00 2220.00
Reserves and surplus 37538.31 8135.29 39953.31 39749.95
Earning per share 1.19 1.01 1.02 1.16


Shristi a leading Infrastructure Development Company in India specialises indevelopment of infrastructure projects like roads power plants townships hotelsresidential and commercial complexes. Shristi commenced its operations in 1999 and hasever since focused on creating value and timely delivery to all its clients and the peopleof India. Since inception Shristi has proven its ability and expertise in theexecutionofmajorconstructionprojectsusingcutting-edge technology and state-of-the-artplant and equipment. Shristi has thecapability to develop build and operate projects ontime while maintaining high quality for the maximum satisfaction of all the Clients.

During the year under review the total revenue of the Company on standalone basis hasincreased by 51% i.e. from Rs. 10738 lakhs to Rs. 16256 lakhs and Profit before Tax hasincreased by 22% i.e. from Rs. 312 lakhs to Rs. 382 lakhs. Similarly on consolidatedbasis the total revenue of the Company has increased by 29% i.e. from Rs. 15827 lakhs toRs. 20407 lakhs though Profit before Tax remains almost the same as previous year i.e. Rs.368 lakhs. Inspite of challenging economic environment the Company’s cautiousstrategy has helped the Company in sustaining its profitability. Further segment revenuefrom construction business is Rs. 12336 lakhs and from infrastructure development &real estate business is Rs. 3485 lakhs.

Your Company has been engaged in the infrastructure construction business with focus onEPC for Power Plants and PMC contracts for Special Economic Zones (SEZs) and High RiseBuildings. The infrastructure development projects were being pursued primarily throughits subsidiaries associate and joint venture companies. Due to severe slowdown in theinfrastructure sector in the last few years your Company had realigned its businessstrategy from delivering high growth to one that focuses The Company has in the lastfinancial year applied for consolidation onefficiencyofoperations of the businesses of theCompany underoneentity operationsof the Company tocreatebettersynergiesforthebusinessincluding reduction in managerial administrative and other common costs. AccordinglyShristi Housing Development Limited Company’s wholly owned flagship DevelopmentCompany along with its two wholly owned subsidiaries namely Vitthal Hospitality PrivateLimited and Vivekananda Skyroad Limited have amalgamated with the Company videHon’ble Calcutta High Court order dated 16th February 2016 (Appointed date being 1stJanuary 2015 and Effective date being 31st March 2016).

The Financial Statements have been prepared by your Company in accordance with theaccounting principles generally accepted in India including the Accounting specifiedunderthe Companies Act 2013 read with the Companies Standards (Accounts) Rules 2014.


The Statement in Form AOC-1 containing the salient features of the financial statementsof your Company’s Subsidiaries Associates and Joint Venture Companies pursuant tofirst proviso to Section 129(3) of the Companies Act 2013 (‘Act’) read with Rule5 of the Companies (Accounts) Rules 2014 forms part of the Annual Report. Further inline with Section 129(3) of the Act read with the aforesaid Rules SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in accordance with theAccounting Standard Consolidated Financial Statements prepared by your Company includefinancial its Subsidiary Associates & Joint Venture Companies.

A report on the performance and financial position of each of the SubsidiariesAssociates and Joint Venture Companies included in the Consolidated Financial Statementsprepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules 2014 formspart of the annual financial statements of each of the Subsidiaries Associates and JointVenture Companies which have been placed on the website of your and also forms part of Form AOC-1 pursuant to Rule 5 of the Companies(Accounts) Rules 2014 which forms part of this Annual Report. Members interested inobtaining a copy of the annual accounts of the Subsidiaries Associates and Joint VentureCompanies may write to the Company Secretary at your Company’s Registered Office. Thesaid report is not repeated here for the sake of brevity. The Subsidiaries of the Companyfunction independently with an adequately empowered Board of Directors.

During the financial year under review World City Development Private Limited hasceased to be a subsidiary of the Company. Further Shristi Housing Development Limitedalongwith its two wholly owned subsidiaries namely Vitthal Hospitality Private Limitedand Vivekanada Skyroad Limited have amalgamated with the Company vide Hon’bleCalcutta High Court order dated 16th February 2016.


The Company has in place a Policy for determining ‘Material’ Subsidiaries asper Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said Policy is available on your Company’s and a link to the same has been provided elsewhere in this AnnualReport.


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.


During the year under review no amount was transferred to General Reserve from theprofits made by the Company.


In continued pursuit of distributing profits to shareholders your Directors haverecommended equity dividend ofRs. 0.50 per year 2015-16 (financial year2014-15:share(i.e.5%)forthefinancial Rs. 0.25). The dividend if approved by the Members atthe 26th Annual General Meeting of your Company will be paid to the shareholders subjectto Corporate Dividend Tax to be paid by your Company.


During the year under review your Company has not accepted any deposit from the publicwithin the ambit of section73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.


During the year under review there were various instances of acquisitions as well astransfer of shares amongst the Promoter / Promoters’ Group of your Company resultingin increase of your Company’s Promoter / Promoters’ Group shareholding by 1.35percent from 73.60 percent to 74.95 percent. The aggregate shareholding of Promoter /Promoters’ Group of your Company as on 31st March 2016 is as follows:

Sl. No. Name of the promoter / promoters’ group 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 2016 3080000 shares of M/s. Adishakti Commercial Private Limitedwere under pledge.


During the year under review your Company transferred a sum of Rs. 175938/- (RupeesOne Lakh Seventy Five Thousand Nine Hundred ThirtyEightonly)totheInvestorEducation&Protection Fund (IEPF) of the Central Government being the dividend amount pertaining tothe FY 2007-08 which was due & payable and remained unclaimed and unpaid for a periodof 7 (seven) years as provided in Section 205A and 205C of the Companies Act 1956 readwith the Investor Education and Protection Fund (Awareness and Protection of Investors)Rules 2001.


According to the World Bank the world economy is projected to expand at 2.4 percent in2016 roughly at the same pace as in 2015. Global growth rate is expected to pick upslowly to 3 percent by 2018. The estimates by International Monetary Fund (IMF) are littlemore optimistic than the World Bank projections. IMF expects global economy to grow by 3.1percent in 2016 and by 3.4 percent in 2017.

Before the June 23 2016 vote (‘Brexit’) in the United Kingdom in favor ofleaving the European Union economic data and financial market developments suggested thatthe global economy was evolving broadly. The outcome of the U.K. vote which surprisedglobal financial markets implies the materialization of an important downside risk forthe world economy. As a result the global outlook for 2016-17 has worsened despite thebetter-than-expected performance in early 2016. This deterioration reflects the expectedmacroeconomic consequences of a sizable increase in uncertainty including that on thepolitical front. With "Brexit" still very much unfolding both World Bank andIMF have modestly revised down the baseline global growth forecast as envisaged pre-Brexitin their respective January 2016 and April 2016 global outlook. Brexit-related revisionsare concentrated in advanced European economies with a relatively muted impact elsewhereincluding in the United States and China.

The prospects of global growth remain muted as per World Bank. Emerging market anddeveloping economies face challenges including the fall-out of sluggish advancedeconomical growth tighter financial conditions prices. Hence against this backdrop ofweak growth pronounced risks and limited policy space the policymakers of the emergingand developing economies should put a premium on enacting reforms which even if theyseem difficult in the short run foster stronger growth in the medium and the long run.Among these measures efforts to invest in infrastructure and education health and otherhuman skills and well being as well as initiatives to promote economic diversificationand liberalize trade will boost growth prospects and improve standards of living.


As per IMF Indian economy has been one of the bright spots amidst the global slowdown.Growth in India picked up to 7.6 percent in FY 2015-16 a 0.4 percentage point increaseover FY 2014-15 driven largely by domestic demand.

The Government of India has done well in adhering to fiscal targets initiatingnational schemes and structural numberof reforms expanding the scope of direct benefittransfer scheme re-starting stalled projects besides stepping public investment ininfrastructure projects. Increased public investment in power generation roads railwaysand urban infrastructure is contributing to an improved business environment and reducedsupply-side constraints.

Nonetheless India faces notable headwinds. Rural consumption has been hard-hit by twoyears of poor monsoons (rainfall in 2015-16 was 14 percent below the historical average).Despite five interest rate cuts since 2015 credit growth to the corporate sector remainssluggish because of stressed asset quality in the banking sector.

India will continue to grow faster than its large emerging market peers with growthrates of 7.6-7.7 percent from FY 2016-17 to FY 2018-19. Rural incomes and spending shouldimprove with the return of normal monsoon as the benefit of direct transfers through therolling out of the mobile banking initiative are realized and improvements in agriculturalproductivity improve. New sectors will continue to attract FDI. In addition thegovernment’s planned investments in infrastructure and the streamlining of businessprocedures and of the tax regime are expected to alleviate some constraints. Nonethelessprivate investment will still be held back by infrastructure bottlenecks a challengingregulatory the ongoing resolution of stressed assets in the banking sector. If implementedas planned 2016 onwards should support investor confidence in India through future boutsof turmoil in global


The infrastructure sector and economic growth have symbiotic relationship. As describedin The Economic Survey of India 2015-16 infrastructure is a sine qua non or absolutenecessity for robust economic growth in India. In direct terms the infrastructure sectoris the second largest segment after agriculture in India’s economy providingemployment to 40 million people and contributing to around 8% of India’s GDP.

Equally steady economic growth is essential to create a balance between risk andreturn in long term investments like infrastructure projects in order to attract capitalinto the sector. Finally the general economic well-being and purchasing power of thepopulation needs to improve to afford and sustain better infrastructure.

The Government of India (GoI) has launched several reform measures to boost sectorslike roads railways power distribution rural and urban development. The Union Budget2016-17 has allocated a record Rs. 2.21 lakh crore for the infrastructure sector. Theroads sector alone has been allocated Rs. 97000 crore as the government plans to award10000 kilometres of new road projects in 2016-17. Corrective action is being taken onseveral fronts sector-wise and thus is paving the way for a more mature and robust PublicPrivate Partnership (PPP). Additionally the Indian Government’s renewed focus andsector through several initiatives as well as enactment of Real Estate (Regulation &Development) Act 2016 are all sure signs of the priority the sector is being given. Webelieve all these positive developments will increasingly help improve sentiments in thecurrent reticent environment.


Infrastructure sector is the backbone of the economy and with strong governmentemphasis on infrastructure development the outlook for the sector appears to be quiteoptimistic in 2016-17. The Government has announced a number of steps which will open upbusiness opportunities. Notable steps regarding smart cities housing for all incentivesfor low cost housing relaxation on Foreign Direct Investment rules implementing reformsin generation transmission & distribution and renewable energy private sectorparticipation in creation of railways infrastructure sprucing up rural infrastructureincreasing the pace of construction of national highways etc. are all expected to give aboost to Infrastructure development in India.

All these initiatives augur well for the future of the infrastructure sector. Howeverthe future momentum of infrastructure growth will be greatly influenced by how wellGovernment can get into the implementation part. Your Company is actively tracking allthese developments and is well poised to leverage these opportunities and continue itsfocus of creating value for all its stakeholders.


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 sector. Some of the risksthat may arise in the normal course of its business and impact its ability for futuredevelopments inter-alia include credit risk liquidity risk regulatory risk and marketrisk. Your Company’s chosen business strategy of focusing on certain key products andgeographical segments is also exposed to the overall economic and market conditions. TheCompany already has in place the procedure to inform the Board about the risk assessmentand minimization procedures. Your Company has appropriate risk management systems in placefor identification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. The Board periodically reviewsimplementation and monitoring of the risk management plan for the Company includingidentification therein of elements of risks if any which in the opinion of the Board maythreaten the existence of the Company.


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.


Shristifirmly believes that its employees are one of the most valuable resources. Onlyhighly motivated employees can enable the Company to meet and exceed the expectations ofvarious stakeholders including customers and investors. Employees are encouraged todevelop their respective individual development plans and continuous learning processeshelp them to perform better. Your Company creates and maintains a supportive environmentto attract and cultivate the very best talent in this business. Employer Branding ofShristi is maintained and leveraged through a well-knit winning embrace of TalentAcquisition Talent Management & Talent Engagement that provides the competitive edgeto the Company in adding agility and ability through continuous capability buildingmechanism that imparts sustainable human capital advantage in today’s dynamicturbulent business landscape. The details relating to employees have been mentionedelsewhere in this Report.


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 attached to the report on Corporate Governance.


During the Financial Year 2015-16 5 (five) Board meetings were held and the detailsCommittee Meetings have been furnished in the Corporate Governance Report forming part ofthis Annual Report.


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 2016 in Form MGT-9 is annexedherewith as Annexure i to this Report.


The Audit Committee as on 31st March 2016 comprises of Mr. Sakti Prasad Ghosh Mr.Dipak Kumar Banerjee Mr. Kailash Nath Bhandari and Mr. Braja Behari Mahapatra all beingIndependent 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.


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. and a link tothe said Policy has been provided elsewhere in this Annual Report.


The Company has been employing women employees in various cadres within its officepremises. The Company has in 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 year2015-16 and hence no complaint is outstanding as on 31st March 2016 for redressal.


Your Company being an infrastructure Company is exempted from the provisions asapplicable to loans guarantees and securitiesunder Section 186 of the Companies Act 2013.The details of investments are provided in the notes to the Standalone FinancialStatements.


In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has obtained prior approval of the Audit Committee for entering intoany transaction with related parties. The Audit Committee also reviews all related partytransactionson a quarterly basis. However few related party transactionsinitiated byamalgamated wholly owned subsidiary which due to amalgamation have now devolved in thebooks of the Company need to additionallycomply with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Hence as recommended by the Audit Committeeand Board of Directors of the Company the same is being placed for approval by theshareholders at the 26th Annual General Meeting of the Company.

All other contracts / arrangements / transactions entered into by the Company duringthe financial 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 othercontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on related party transactions. ThePolicy on related party transactions and dealing transactions as approved by the Board isavailable on your Company’s website and a link to the said Policyhas been provided elsewhere in this Annual Report. Your Directors draw attention of themembers to Note 27 to the standalone financial statement which sets out related partydisclosures.


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 will be provided uponrequest by any member of the Company. In terms of Section 136(1) of the Companies Act2013 the Report & Accounts are being sent to the Members excluding the aforesaiddetails. Any member interested in obtaining the copy of the same may write to the CompanySecretary at the Registered Office of the Company.


Particulars of statement under Rule 8 of Companies (Accounts) Rules 2014 forconservation 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 Rs. 23.59 lakhs (previous year Rs. 22.97 lakhs).


M/s. S. S. Kothari & Co. Chartered Accountants having firm Accountants of India(ICAI) were appointed as Statutory Auditors of the Company for a period of 3 years in thetwenty-fourth Annual General Meeting of the Company held on 19th September 2014 (subjectto the ratification by the shareholders at every year thereafter). Further the Company hasobtained a certificate from the Auditors to the effect that their appointment if ratifiedin the ensuing AGM would be in accordance with the conditions prescribed under theCompanies Act 2013 and the Rules made thereunder as may be applicable. Further thereport of the Statutory Auditors alongwith notes to Schedules is enclosed to this report.The observations made in the Auditors’ Report are self-explanatory and therefore donot call for any further comments.


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 2015-16. The Secretarial Audit Report for the financial year endedMarch 31 2016 is annexed herewith marked as Annexure iii to this Report. TheSecretarial Audit Report for the financial year ended 31st March 2016 does not containany qualification reservation or adverse remark.


There was no change in the composition of Board of Directors and the Key ManagerialPersonnel of the Company during the year under review. Dr. Srabani Roy Choudhury who wasappointed as an AdditionalDirector of the Company in November 2014 was appointed as anIndependent Director of the Company for a period of 5 years from the date of the Twentyfifth Annual General Meeting of the Company held on 23rd September The Company hasreceived declarations from all the Independent Directors of the Company confirmingcriteria of independence as prescribed under both the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Sunil Jha Managing Director(DIN: 00085667) is rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

Performance evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theDirectors have carried annual performance evaluation of Board Independent Directors Non-Executive Directors Committees and Directors Chairman of the Board. Theevaluation framework focused on various aspects of the Board and timely information frommanagement etc. Also the performance of individual directors was divided into ExecutiveNon-Executive and Independent Directors and based on the parameters such as contributionattendance decision making action oriented external knowledge etc. Board members haveevaluated Independent Directors Non-Executive Directors Executive Directors Committeesand Chairman of the Board. The result of evaluation was satisfactory and meets therequirements of the Company.


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 and a link to thesaid Policy has been provided elsewhere in this Annual Report.

Familiarization Programme

The details of programme for familiarizationof 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 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 your

(a) in the preparation of the annual accounts the explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe 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 have 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.


There are nosignificant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.


Comprehensive database of information of interest to the The website of your Companywww.investors including the corporate profile and business activities of your Company andthe various projects which are handled by your Company.


Your Directors place on record their appreciation for employees at all levels who havecontributed towards the growth and performance of your Company. Your Directors also thankthe clients vendors bankers shareholders and advisers of the Company for theircontinued support. Your Directors also thank the Central and State Governments and otherstatutory authorities for their continued support.

For and on behalf of the Board of Directors
Dipak Kumar Banerjee
Place: Kolkata Chairman
Date: 13th August 2016