On behalf of the Board of Directors (the "Board") of the Company I am herebypresenting the 14th Annual Report on the business and operations of theCompany together with the audited financial statements for the year ended 31stMarch 2021.
1. FINANCIAL SUMMARY
The summarized standalone results of the Company with previous year's figure formingpart of this Annual Report have been prepared in accordance with the Accounting Standardsas notified by the Ministry of Corporate Affairs are given in the table below:
| || ||(Amount in Rupees) |
|Particulars ||Year Ended 31st March 2021 ||Year Ended 31st March 2020 |
|Revenue from operations ||168172519 ||286757775 |
|Other Income ||2624696 ||641773 |
|Total Income ||170797215 ||287399548 |
|Less: Expenditure ||157637129 ||282218209 |
|Earnings before Interest Tax Depreciation and amortization (EBITDA) ||13160086 ||5181339 |
|Less: Finance Cost ||6245812 ||4896761 |
|Depreciation ||8674521 ||8443737 |
|Profit/(Loss) Before Tax ||(1760247) ||(8159159) |
|Less: Tax Expense || || |
|Current Tax ||- ||- |
|Deferred Tax Credit ||290538 ||2054675 |
|Net Profit/(Loss) After Tax ||(1469708) ||(6104484) |
|Total Comprehensive Income ||(1225683) ||(6059522) |
2. COMPANY'S PERFORMANCE
The key highlights pertaining to the business of the Company for the year 2020-21 andperiod subsequent there to have been given hereunder; Company has achieved revenue of Rs.168172519/- in FY 2020-21 as against Rs. 286757775/- in previous year.
Company has incurred net loss of Rs. 1225683/- in FY 2020-21 as against net loss ofRs. 6059522/- in the previous year.
Earnings per Share (EPS) of the Company is Rs. -0.12 comparing to Earning per Share(EPS) of the Company of Rs. -0.59 of previous financial year.
The year started with nation-wide lockdown imposed to combat COVID-19 pandemic and itimpacted the revenue growth of the first quarter. Economic activity was partially resumedby mid of May 2020 with relaxation in lockdown and consumer demand improved towards theend of Second quarter of thefiscal. Your Company was able to recommence the operationspartially in May 2020 and scaled up the activities by end of first quarter by strictlyadhering to COVID-19 protocols. Gross margin was impacted due to material cost inflationand pricing actions were initiated considering market dynamics.
Economic activity remains uncertain and challenging with the hit of second wave ofCOVID-19 and consequent lockdown declared in many parts of the Country. Your Company willbe closely monitoring the external environment and shall manage the emerging scenarios bybecoming stronger in the construction segment.
3. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2021 the Company did not have any Subsidiary Jointventure or Associate Company and hence the details of financial performance are notrequired to be furnished.
4. CHANGES IN SHARE CAPITAL
There have been no changes in the Share Capital of the Company during the year.
The Board has not recommended final dividend for the Financial Year 2020-21.
6. UNCLAIMED DIVIDEND
There has been unclaimed Dividend of the Final Dividend declared for FY 2018-19 fromone shareholder.
Reminders are sent regularly to the Shareholder who have not claimed the dividendamount. Pursuant to the Act read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") dividendsthat are unpaid or unclaimed for a period of 7 (seven) years from the date of theirtransfer are required to be transferred by the Company to the IEPF within thirty days fromthe due date for transfer of unpaid dividend administered by the Central Government.
7. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION PROTECTION FUND AUTHORITY(IEPFA)
In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting AuditTransfer and Refund) Rules 2016 (as amended from time to time) shares on which dividendhas not been paid or claimed by a shareholder for a period of 7 (seven) consecutive yearsor more shall be transferred to the Demat Account of IEPFA within a period of thirty daysof such shares become due for transfer. Upon transfer of such shares all benefits (likedividend bonus split consolidation etc.) if any accruing on such shares shall also betransferred to demat/bank Account of IEPF and the voting rights on such shares shallremain frozen till the rightful owner claims the shares.
During the year under review the Company was not required to transfer any equityshares.
8. TRANSFER TO RESERVE & SURPLUS
Due to losses in FY 2020-21 resulting in transfer of entire amount of loss in theprofit and loss account.
The Company has not accepted any deposit within the meaning of Chapter V of the Act andthe Rules framed thereunder during the year under review.
10. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
The Company continues to consider the impact of COVID-19 (second wave) pandemic inassessing the recoverability of financial and non-financial assets. For this purpose theCompany considered the internal and external sources of information up to the date ofapproval of these financial results. The Company based on its judgments and estimatesexpects to fully recover the carrying amount of financial assets. The impact of COVID-19remains uncertain and may be different from what we have estimated as on the date ofapproval of these standalone financial results and the Company will continue to closelymonitor any material changes to future economic conditions.
The Company has started operating government infrastructures and related/alliedactivities resulting into additional source of income.
11. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the Financial Year2020-21.
12. POSTAL BALLOT
During the year under review there has been no resolution passed through PostalBallot.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS IMPACTINGTHE
GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE
There were no significant & material orders passed by theregulators/courts/tribunals which would impact the going concern status of the company andits operations in future.
14. CLASSES OF SHARES
As on date the Company has only one class of share capital i.e. Equity Shares ofRs.10/- each.
15. BOARD OF DIRECTORS AND ITS COMMITTEES
A. Composition of the Board of Directors
As on March 31 2021 the Board of Directors of the Company comprised of 6 (Six)Directors with Three Executive and Three Independent Directors. The composition of theBoard of Directors is in compliance with the provisions of Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149of the Companies Act 2013.
B. Change in office of Directors and KMP of the Company during the year under reviewand details of Directors seeking re-appointment at 14th Annual General Meeting
The members of the Company in their 13th Annual General Meeting held on 30thSeptember 2020 appointed Mrs. Shashi Jain as Whole-time Director who was liable toretire by rotation.
At the 10th Annual General Meeting of the Company held on 25thSeptember 2017 the shareholders had approved the appointment of Mr. Anil JainMr. Dheeraj Khandelwal and Mr. Prabhat Gupta as an Independent Directors to hold officefor a period of 5 (five) consecutive years up to 26th August 2021.
Based on the outcome of performance evaluation and recommendations of the Nominationand Remuneration Committee the Board of Directors of the Company at their meeting heldon 25th July 2021 have recommended the re-appointment of Mr. Anil JainMr. Dheeraj Khandelwal and Mr. Prabhat Gupta as Independent Directors for the secondterms of five consecutive years w.e.f. 27th August 2021 to 26thAugust 2026 (not liable to retire by rotation) in accordance with Section 149152 Schedule IV and other applicable provisions if any of the Act and the ListingRegulations. This appointments are subject to approval of members by way of specialresolutions in the ensuing Annual General Meeting.
In the opinion of the Nomination & Remuneration Committee and Board of Directors ofthe Company considering the wealth of experience and expertise of Mr. Anil Jain Mr.Dheeraj Khandelwal and Mr. Prabhat Gupta and their immense value they brings to theBoard and the Company be in the interest of the Company and its shareholders. Mr. AnilJain Mr. Dheeraj Khandelwal and Mr. Prabhat Gupta are exempt from the requirement toundertake online proficiency self-assessment test conducted by Indian Institute ofCorporate Affairs (IICA) Manesar.
C. Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable provisions ifany of the Act and the Articles of Association of the Company Mrs. Aakruti JainWhole-time Director of the Company is liable to retire by rotation at the ensuing AGM andbeing eligible have offered herself for re-appointment.
D. Criteria for Determining Qualifications Positive Attributes and Independence of aDirector
The Nomination and Remuneration Committee has formulated Nomination and RemunerationPolicy which details the criteria for determining qualifications positive attributes andindependence of Directors in terms of provisions of Section 178(3) of the Act and theListing Regulations. The policy forms part of this Annual Report in Corporate GovernanceReport section.
E. Declaration by Independent Directors
The Company has received the following declarations from all the Independent Directorsconfirming that:
1) They have furnished a declaration stating that they meet the criteria ofindependence as envisaged in Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 149(6) and Schedule IV of the Companies Act2013.
2) They have registered themselves with the Independent Director's Database maintainedby the IICA.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
F. Certificate from Practicing Company Secretary
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the ListingRegulations Nitesh P. Shah Company Secretary in Practice Ahmedabad has certified thatnone of the Directors on the Board of the Company has been debarred or disqualified frombeing appointed or continuing as Directors of companies by the Securities and ExchangeBoard of India/Ministry of Corporate Affairs or any such statutory authority and thecertificate forms part of this Annual Report as "Annexure-VII".
G. Number of Meetings of the Board of Directors
The Board meets at regular intervals to consider and approve financial resultsstrategic proposals apart from other items of business.
During the year under review 6 (Six) Board meetings were held and meetings ofCommittees were also held. The intervening gap between the meetings was within the periodprescribed under the Act and the Listing Regulations. The details of the meetings aregiven in the Report on Corporate Governance which forms part of this Report.
H. Meeting of Independent Directors
Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations aseparate Meeting of the Independent Directors of the Company was held on 13thFebruary 2021 and the Directors reviewed and assessed the matters under ScheduleIV(VII)(3) to the Companies Act 2013 and Regulation 25(4) of the Listing Regulations. Allthe Independent Directors attended the meeting.
I. Constitution of Committees
Pursuant to the requirements under the Act and the Listing Regulations the Board ofDirectors has constituted various Committees of Board such as Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee.
The composition and terms of reference of Audit Committee Nomination and RemunerationCommittee and Stakeholders' Relationship Committee and number of meetings held during theyear under review are given in the Corporate Governance Report as "Annexure-IV".
J. Performance Evaluation
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out the annual performance evaluation of its own performance the Directors(excluding the Director being evaluated) as well as the committees.
The Nomination and Remuneration Committee of the Company has carried out evaluation ofperformance of each individual Director. The evaluation of all the Directors and the Boardas a whole was conducted based on the criteria and framework adopted by the Board. Theevaluation of individual Director was carried out based on various parameters.
In the meeting of Independent Directors held during the year the members evaluated theperformance of the Chairman based on criteria such as giving guidance to the Board andensuring the independence of the Board etc. The performance of the non-independentdirectors was also evaluated based on their contribution made to the growth of theCompany strategic initiatives and Board deliberations.
K. Directors' Responsibility Statement
Pursuant to Section 134 of the Act the Directors of the Company state that:
a) Accounting Standard
In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and no materialdepartures have been made from the same;
b) Accounting Policies
The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2021 and of theprofit and loss of the company for the financial year ended 31st March 2021;
c) Proper Efficient and Care
The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) Going Concern Basis
The annual accounts on a going concern basis;
e) Internal Financial Controls
The directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
f) Compliance with All Laws
The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
A. Statutory Auditors
M/s. NPV & Associates (Firm Registration Number- 129408W) Chartered Accountantswere appointed as Statutory Auditors of the Company for a period of five consecutive yearsat the 10th Annual General Meeting (AGM) of the Company to hold office from theconclusion of the 10th Annual General Meeting until the conclusion of the 15thAnnual General Meeting of the Company.
Appointment was made subject to ratification by the Members at every subsequent AGMheld during the tenure of appointment. Pursuant to the amendment made to Section 139 ofthe Act by the Companies (Amendment) Act 2017 effective from May 07 2018 therequirement of seeking ratification of the members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratificationof the members for re-appointment at the ensuing AGM is not being sought.
Statutory Auditors' observations in Audit Report
The notes on financial statement referred to in the Auditor's Report areself-explanatory. There is no qualification reservation or adverse remarks or disclaimerby the Auditors in their Report and do not call for any further explanation/comment fromthe Board.
B. Secretarial Auditor
Mr. Nitesh P. Shah Company Secretaries Ahmedabad was appointed as Secretarial Auditorof the Company to conduct the Secretarial Audit of the Company. The SecretarialAudit Report for the financial year 2020-21 submitted by him in the prescribed form MR-3forms part of this Annual Report as "Annexure-III".
Secretarial Auditors' observations in Secretarial Audit Report
The ramarks given by the Secretaral Auditors are as under;
1. The Company has not made entries in the Structured Digital database in the manner asrequired under the Regulation 3(5) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
2. The Company has filed with delay Eform IEPF-2 required to be filed for the FinancialYear ended on 31st March 2020 pursuant to Rule 5(8) of the the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016.
3. The Company has filed with delay EForm MSME Form I required to be filed for the halfyear ended September 2020 pursuant to the Specified Companies (Furnishing of Informationabout payment to Micro and Small Enterprise Suppliers) Order 2019.
Board's comment on the observation
Company has filed ROC form IEPF-2 with Registrar of Companies with Additional Fees andcomplied and filed form MSME-1 for the September 2020 with Registrar of Companies and thedelay was made inadvertently without any malafide intentions. Company has made the all theentries in Digital Structured Database as per SEBI (Prohibition of Insider Trading)Regulations 2015 before the date of the Board's Report and complied.
C. Internal Auditors
Pursuant to Section 138 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 the Company has appointed Mr. Rahul Kala Chartered Accountant (MembershipNo. 428047) as the Internal Auditor of the Company to carry out the Internal Audit of theFunctions and activities of the Company.
D. Cost Auditors
As per Section 148 of the Companies Act 2013 read with Companies (Cost Records andAudit) Amendment Rules 2014 Company is not required to appoint Cost Auditor.
17. REPORTING OF FRAUDS
During the year under review neither the Statutory Auditor nor the Internal Auditorhas reported to the Audit Committee under Section 143(12) of the Act any instances offraud committed against the Company by its officers or employees.
18. POLICY MATTERS
A. Nomination and Remuneration Policy
In terms of provisions of Section 178(3) of the Act a policy containing the criteriafor determining qualifications competencies positive attributes and independence forappointment of a Director (Executive/Non-Executive) and it highlights the remuneration forthe Directors Key Managerial Personnel and other employees ensuring that it covers thematters mentioned in Section 178(4) of the Act.
The salient features of the Nomination and Remuneration Policy of the Company areoutlined in the Corporate Governance Report which forms part of this Annual Report as"Annexure-IV". The Policy is also available on the website of the Companywww.shashijitinfraproject.com
B. Vigil Mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management instances of unethical behavior fraud or violationof Company's code of conduct. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the Chairperson of the Audit Committee in exceptional cases. None of thepersons has been denied access to the Chairperson of the Audit Committee. The policy hasbeen circulated amongst the employees of the Company working at various locationsdivisions/units. During the year under review the Company has not received any instancesof genuine concerns from Directors or employees.
The policy is in line with the provisions of the Act and the Listing Regulations isavailable on the website of the Company i.e. www.shashijitinfraprojects.com.
C. Corporate Social Responsibility Policy
Section 135(1) of the Companies Act 2013 is not applicable to the Company forfinancial year 2020-21. Hence Company does not have to form Policy regarding CorporateSocial Responsibility.
D. Risk Management Policy
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
19. OTHER MATTER
A. Internal Financial Controls
The Company engaged Mr. Rahul Kala Chartered Accountant as Internal Auditor ofCompany. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment. His scope of work includes review ofprocesses for safeguarding the assets of the Company identifying opportunities for costsaving review of operational efficiency effectiveness of systems and processesCompliance with Laws Regulations and Contracts and assessing the internal controlstrengths in all areas. Internal Auditor's findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
B. Particulars of loans guarantees or investments
During the year under review the Company has not given any loan provided anyguarantee or made any investment falling under the provisions of Section 186 of the Act.
C. Any revision made in financial statements of board's report
The Company has not revised the Financial Statements or Board's Report in respectof any of the three preceding Financial Years.
D. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the Memberof the Board and all employees in the course of day to day operations of the Company inaccordance with the applicable Accounting Standards.
All Members of the Board and Senior Management personnel have affirmed the compliancewith the Code as on 31st March 2021. A declaration to this effect signed bythe Managing Director in terms of the Listing Regulations is given in the Report ofCorporate Governance forming part of this Annual Report as "Annexure-IV".
The Code is made available on the Company's website i.e. www.shashijitinfraprojects.com.
E. Annual Return
The Annual Return of the Company as on 31st March 2020 in Form MGT-7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company at www.shashijitinfraprojects.com.The Annual Return for the Financial Year 2020-21 in Form MGT-7 will be available on thewebsite of the Company after the completion of the ensuing Annual General Meeting asrequired by section 134(2)(a) of the Companies act 2013.
F. Management Discussion and Analysis Report
As per the terms of Regulation 34(2)(e) of the Listing Regulations ManagementDiscussion and Analysis as stipulated under the Listing Regulations is presented in aseparate section as "Annexure-I" forming part of this Annual Report.
G. Related Party Transactions
Your Board endeavors that all contracts/ arrangements/ transactions entered by theCompany during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis in terms of provisions of the Act. An omnibusapproval from the Audit Committee is obtained for the related party transactions. Duringthe year under review there were no materially significant related party transactionsentered by the Company with the related parties which may have a potential conflict withthe interests of the Company.
A statement of all related party transactions is presented before the Audit Committeeon quarterly basis specifying the nature value and terms and conditions of transactions.Since all the Related Party Transactions entered into during the Financial Year were on anarm's length basis and in the ordinary course of business no details are required to beprovided in Form AOC-2 as prescribed under Section 134(3)(h) the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014. The details of the related party transactions as perIndian Accounting Standards IND AS are set out in Note to the Standalone FinancialStatements of the Company.
In accordance with the requirements of the Listing Regulations the Company has alsoadopted Policy on Materiality and dealing with Related Party Transactions and the same hasbeen placed on the website of the Company i.e. www.shashijitinfraprojects.com.
H. 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 asrequired under Regulation 34(3) read with Schedule V of the Listing Regulations forms partof this Annual Report as "Annexure-IV". Further as required under Regulation17(8) of the Listing Regulations a certificate from the Managing Director and ChiefFinancial Officer is annexed with this Report.
I. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo: i. Conservation of Energy;
|i the steps taken or impact on conservation of energy; ||The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day-to- day basis thus resulting in optimum utilization of energy. |
|ii the steps taken by the company for utilizing alternate sources of energy; ||NIL |
|iii the capital investment on energy conservation equipment; ||NIL |
ii. Technology Absorption:
|i the efforts made towards technology absorption; ||The activities of the Company at present do not involve technology absorption and research and development. |
|ii the benefits derived like cost reduction product development or import substitution; ||NIL |
|iii in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NIL |
|a) the details of technology imported; || |
|b) the year of import; || |
|c) whether the technology been fully absorbed; || |
|d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and || |
|iv Expenditure incurred on Research and Development. ||NIL |
iii. Foreign Exchange Earnings and Outgo:
|The Foreign Exchange earned in terms of actual inflows during the year: ||NIL |
|The Foreign Exchange outgo during the year in terms of actual outflows: ||NIL |
J. Particulars of Remuneration details of Directors Key Managerial Personnel andEmployees:
The remuneration paid to the Directors in accordance with the Nomination andRemuneration policy formulated in accordance with section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
The information required under section 197 of the Companies Act 2013 read with Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/ employees of the Company forms part of this Annual Report as"Annexure-II".
20. SECRETARIAL STANDARDS
The Company has complied with the various Secretarial Standards issued by the Instituteof Company Secretaries of India.
21. LOAN FROM DIRECTORS/RELATIVE OF DIRECTORS:
During the year under review the Company has accepted interest free unsecured loanfrom Directors and returned the same to the Directors as per Rule 2(1)(c)(viii) ofCompanies (Acceptance of Deposits) Rules 2014. Declarations of owned fund were takenPursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules 2014 as andwhen the loan has been taken from the Directors. The summary of the loan is as under;
|Particulars ||Ajit Jain (CMD) ||Shashi Jain (WTD) ||Aakruti Jain (WTD) ||Total |
|Balance as on 01/04/2020 ||- ||- ||780000 ||780000 |
|Loan taken during the year ||3700000 ||2900000 ||1490000 ||8090000 |
|Loan repaid during the year ||- ||200000 ||- ||200000 |
|Balance as on 31/03/2021 ||3700000 ||2700000 ||2270000 ||8670000 |
22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the operations and functioning of theCompany. The details of the familiarization program are provided in the CorporateGovernance Report.
23. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICESENSITIVE INFORMATION
The Board has formulated code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ("Fair Disclosure Code") for fairdisclosure of events and occurrences that could impact price discovery in the market forthe Company's securities and to maintain the uniformity transparency and fairness indealings with all stakeholders and ensure adherence to applicable laws and regulations.The copy of the same is available on the website of the Company atwww.shashijitinfraprojects.com.
24. PREVENTION OF INSIDER TRADING
The Board has formulated code of conduct for regulating monitoring and reporting oftrading of shares by Insiders. This code lays down guidelines procedures to be followedand disclosures to be made by the insiders while dealing with shares of the Company andcautioning them on consequences of non-compliances. The copy of the same is available onthe website of the Company at www.shashijitinfraprojects.com.
25. LISTING OF SHARES
The equity shares of the Company are listed on BSE Ltd. (BSE). The listing fee for theFinancial Year 2021-22 has been paid to the Stock Exchange.
26. HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company is pleased to report that during the year under reporting the industrialrelations were cordial.
27. PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.102 lacs per year to be disclosed in the Report of Board ofDirectors is not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.102 lacs during the financial year 2020-21.
28. CFO/CEO CERTIFICATION
The CFO/CEO certification on the financial statement of the Company as required underRegulation 17(8) of the SEBI (ICDR) Regulations 2015 forms part of this Annual Report as"Annexure-V".
29. REPORTING ON SUSTAINABILITY
We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.
30. OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. None of the Directors of the Company have resigned during the year under review;
2. Issue of equity shares with differential rights as to dividend voting orotherwise.
3. Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
4. No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable;
The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.
| ||For and on behalf of the Board of Directors |
| ||Shashijit Infraprojects Limited |
| ||Sd/- |
| ||(Ajit Jain) |
|Place: Vapi ||Chairman & Managing Director |
|Dated: 25th July 2021 ||DIN: 01846992 |