To the Members of Shashijit Infraprojects Limited
Your Directors are pleased to submit their 12th Annual report together withthe audited financial statements of the Company for the year ended March 312019.
1. FINANCIAL HIGHLIGHTS (STANDALONE)
The Financial performance of the Company:
| || ||(Amount in Rupees) |
|Particulars ||Year Ended 31st March 2019 ||Year Ended 31st March 2018 |
|Revenue from operations ||263258335 ||457317322 |
|Other Income ||1200639 ||2286024 |
|Total Income ||264458974 ||459603346 |
|Less: Expenditure ||249163171 ||431727296 |
|Earnings before Interest Tax Depreciation and amortization (EBITDA) ||15295803 ||27876050 |
|Less: Finance Cost ||3663763 ||3886829 |
|Depreciation ||8550845 ||8260379 |
|Profit Before Tax ||3081195 ||15728842 |
|Less: Tax Expense ||1154344 ||4649918 |
|Net Profit ||1926851 ||11078924 |
2. STATE OF THE COMPANY'S AFFAIRS
The key highlights pertaining to the business of the Company for the year 2018-19 andperiod subsequent
there to have been given hereunder;
4-During the year under review your Company achieved revenue of Rs. 263258335/- inFY 2018-19 as against Rs. 457317322/- in previous year and EBT of Rs. 3081195/- in FY2018-19 as against Rs. 15728842/- in previous year.
-1-Profit after tax of the Company during the year under review has decreased to Rs.1926851/- as compared to Net Profit of Rs. 11078924/- in the previous year.
-I-The Directors trust that the Shareholders will find the performance of the Companyfor F.Y 2018-19 to be satisfactory by looking at the market scenario and the Earning perShare (EPS) of the Company is 0.19 per Share comparing to Earning per Share (EPS) of theCompany of 1.29 of previous financial year.
-I-The Company is into business of civil construction for industrial commercial andresidential projects.
-I-During the year under review there has been no change in the nature of the businessof the Company.
Considering the Company's financial performance & consistent Dividend History yourDirectors are please to recommend for the approval of the Shareholders a Dividend ofRs.0.05/- (0.50%) per equity share Capital of the Company for the year ended 31stMarch 2019.
TRANSFER TO RESERVE & SURPLUS
The Board of Directors has decided to retain the entire amount of profits for FY2018-19 in the profit and loss account.
The Company has allotted 1724000 (Seventeen Lac Twenty-Four Thousand) fully paid upequity shares of face value of Rs.10/- each as Bonus Shares dated 17th October2018 to the shareholders of the Company in the proportion of 1:5 shares held in accordancewith the Provision of Section 63 of the Companies Act 2013 read with Rule 14 of theCompanies (Share Capital and Debentures) Rules 2014. Consequently the paid-up sharecapital of the Company increased to Rs.103440000 (Ten Crore Thirty-Four Lacs FortyThousand only) divided into 10344000 Equity Shares of Rs.10/- each fully paid up.
4. CLASSES OF SHARES
As on date the Company has only one class of share capital i.e. Equity Shares ofRs.10/- each.
5. EXTRACTS OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is included in this Report as Annexure-IIIand forms an integral part of this Report.
6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2018-19 the Company held 7 (Seven) Meetings of the Board ofDirectors.
7. CHANGES IN SHARE CAPITAL
The Authorized Share Capital of the Company has been increased from Rs.100000000/-to Rs.125000000/- divided into 12500000 Equity Shares of Rs.10/- each during theyear under review.
Paid up share capital of the company increased to Rs.103440000 from Rs.86200000Pursuant to Bonus issue of 1724000 (Seventeen Lacs Twenty-Four Thousand) Equity sharesof face value of Rs.10/- each dated 29th September 2018. Thus total paid upshare capital stood at Rs.103440000/- with 10344000 Equity Shares of Rs.10/- eachfully paid up on 31/03/2019.
The Company has neither accepted nor renewed any deposits u/s 73 to 76 of the CompaniesAct 2013 during the year under review nor there any outstanding deposit if earlier yearswithin the meaning of Section 58A of the Companies Act 1956.
9. MEETING OF INDEPENDENT DIRECTORS
The Independent Director of the Company met one time during the year on Saturday 2ndMarch 2019 under the requirement of Point No. VII of Schedule IV of Companies Act 2013.
10. BOARD EVALUATION
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The constitution of Board of Directors of the Company is in accordance with Section 149of the Companies Act 2013 and Regulation 17 of the Listing Regulations. During the yearunder review the changes in the Board of Directors are as follows:
1) Re-appointment of Mr. Ajit Jain as Chairman & Managing Director of the Companyfrom 28th August 2019 to 27th August 2024;
2) Re-appointment of Mrs. Shashi Jain as Whole-time Director of the Company from 28thAugust 2019 to 27th August 2024;
3) Re-appointment of Mrs. Aakruti Jain as Whole-time Director of the Company from 28thAugust 2019 to 27th August 2024;
12. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany which have occurred during the financial year of the Company to which thefinancial statement relates and the date of this report.
13. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
Every Independent Director has given declaration that he meets the criteria ofindependence as provided in Section 149 (6) and Schedule IV of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
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 RuleNo. 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) in respect of Directors/ employees of the Company is set out in the AnnexureI to this report.
15. NOMINATION AND REMUNERATION POLICY:
The Company has revised and adopted the Nomination and Remuneration Policy as perSection 178 of the Companies Act 2013 read along with the applicable rules thereto andProvisions of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015further amended with SEBI (Listing Obligation and Disclosure Requirements) (Amendment)Regulations 2018.
16. CONSTITUTION OF COMITTEES AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board ofDirectors had not accepted any recommendation of the Audit Committee.
NOMINATION & REMUNARATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has constituted Stakeholder Relationship Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.
17. AUDITORS STATUTORY AUDITORS
The Company in its 10th Annual General Meeting (AGM) held on 25thSeptember 2017 appointed M/s NPV & Associates (Firm Registration Number- 129408W)Chartered Accountants as Statutory Auditors of the Company to hold office for the periodof 5 consecutive years from the conclusion of the 10th Annual General Meetinguntil the conclusion of the 15th Annual General Meeting of the Company.
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.
Pursuant to Section 204 of the Companies Act 2013 and Rules made thereunder theCompany had appointed Nitesh P. Shah Company Secretaries (Membership No. 35681 COP No.13222) as Secretarial Auditor of the Company to conduct the Secretarial Audit of theCompany. The Company had provided all assistance and facilities to the Secretarial Auditorfor conducting their Audit.
The report of the Secretarial Auditor for the financial year 2018-19 is annexed to thisReport in as Annexure-II Form MR-3 by Nitesh P. Shah Company Secretarieswhich forms part of the Directors' Report.
SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT
Company has complied with the said provision by submitting the Outcome of Board Meetingon 5th November 2018.
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.
Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Amendment Rules 2014 disclosure about the appointment of cost auditor is notmandatory.
18. INTERNAL AUDIT & 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. Their 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.
19. VIGIL MECHANISM
The Company's vigil mechanism allows the Directors and employees to report theirconcerns about unethical behavior actual or suspected fraud or violation of the code ofconduct /business ethics. The vigil mechanism provides for adequate safeguards againstvictimization of the Director(s) and employee(s) who avail this mechanism. All Directorsand employees have access to the Chairman of the Audit Committee.
The Company has revised the Whistle-Blower policy to insert reporting ofincidents of leak or suspected leak of Unpublished Price Sensitive Information(UPSI) in terms of Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time and the revised policy wasapproved by the Board. The policy as approved may be accessed on the Company's website atthe link:
The policy is readily available on Company's website www.shashijitinfraprojects.com.
20. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Section 135(1) of the Companies Act 2013 which is not applicable to the Company forfinancial year 201819. Hence Company does not have to form Policy regarding CorporateSocial Responsibility.
21. SECRETARIAL STANDARDS
Pursuant to clause 9 of the revised Secretarial Standards your company has compliedwith applicable secretarial standards issued by the Institute of Company Secretaries ofIndia during the financial year under review.
22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year the Company did not have any Subsidiary Joint venture or AssociateCompany and hence the details of financial performance are not required to be furnished.
23. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company has beenprovided in a separate section which forms part of this Annual Report.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The Company has complied with the provisions relating to theConstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. There was no case filled orregistered with the Committee during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe environment for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.
All employees (permanent contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received and disposedof during each Calendar year:
|1. No. of complaints received: ||-- |
|2. No. of complaints disposed of: ||-- |
|3. No. of cases pending for more than 90 days: ||-- |
|4. No. of workshops or awareness program against sexual harassment carried out: ||-- |
|5. Nature of action taken by the employer or district officer: ||-- |
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: a. 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 |
|b. 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 |
c. 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 |
26. CORPORATE GOVERNANCE:
Details regarding Corporate Governance Report of the Company regarding compliance ofthe conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with stock exchanges is annexed here with inAnnexure- IV which forms part of the Directors Report.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Board endeavors that all contracts/ arrangements/ transactions entered by theCompany during the financial year with related parties are on an arm's length basis.During the year under review the Company has not entered into any contact/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Our Company has complied with the provisions of Sections 185 and 186 of the CompaniesAct 2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.
29. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS COURTSTRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE
No significant & material orders have been passed by the regulators courtstribunals against the Company impacting the going concern status & company'soperations in future the requirement of disclosure is not applicable.
30. HUMAN RESOURCES & INDUSTRIAL RELATIONS:
The Company is pleased to report that during the year under reporting the industrialrelations were cordial.
31. 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 2018-19.
32. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:
a) ACCOUNTING STANDARD
In the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; if any;
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 at the end of the financial year and of theprofit and loss of the company for that period;
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 directors had prepared 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.
33. 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.
34. 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. The Code laid down by the Board isknown as Code of Conduct. The Code has been posted on the Company's websitewww.shashijitinfraprojects.com.
35. 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.
36. RISK MANAGEMENT POLICY AND INTERNAL CONTROL SYSTEM
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.
37. 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. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
Your Directors place on record their sincere thanks to all the concerned particularlyCompany's bankers Bombay Stock Exchange Limited various government authoritiessuppliers clientele and the staff of the Company and well-wishers of the Company and fortheir continued support extended to the operations of the Company during the year underreview. Your Directors also acknowledges gratefully the shareholders for their support andconfidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
| ||Shashijit Infraprojects Limited |
| ||Sd/- |
| ||(Ajit Jain) |
|Place: Vapi ||Chairman & Managing Director |
|Dated: 26th August 2019 ||DIN:01846992 |