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Shradha Infraprojects Ltd.

BSE: 535035 Sector: Infrastructure
NSE: SHRADHA ISIN Code: INE715Y01015
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Shradha Infraprojects Ltd. (SHRADHA) - Director Report

Company director report

To

The Members

Shradha Infraprojects (Nagpur) Limited

The Board of Directors of your Company is pleased in presenting the Twenty-First (21st)Annual Report of your Company together with the Audited Financial Statements (Standaloneand Consolidated) for the year ended 31st March 2018. The consolidated performance of theCompany and its subsidiaries has been referred to wherever required.

1. INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (e-MERGE):

During the year pursuant to the approval by the Members of the Company at theirTwentieth (20th) Annual General Meeting held on 13th September 2017 the Companyapproached the Capital Market with an Initial Public Offer of 2704000 (Twenty SevenLakhs Four Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees TenOnly) each at a Premium of Rs. 60/- (Rupees Sixty) consisting of an Offer for Sale of572000 Equity Shares by the Selling Shareholder and a Fresh Issue of 2132000 EquityShares aggregating to Rs. 189280000 (Eighteen Crore Ninety Two Lakhs Eighty Thousand)through Fixed Price Issue to the Public. The issue opened for subscription on 27thNovember 2017 and closed on 30th November 2017 and was oversubscribed by 2.9 times(including reserved portion of Market Maker). The allotment of the Equity Shares wasfinalized in consultation with the Designated Stock Exchange namely the National StockExchange of India Limited (NSE) on 06th December 2017.

In response to the Company's application the National Stock Exchange of India Ltd(NSE) has given its final approval for listing and trading of 2132000 (Twenty One LakhThirty Two Thousand) Equity Shares of Rs.10/- each on NSE e-MERGE (SME Emerge Platform) ofthe NSE effective 11th December 2017 with scrip code "SHRADHA".

During the Fixed Price Issue the Company has duly complied with all the requirementsprescribed under the Companies Act 2013 various regulations of the Securities andExchange board of India ("SEBI") and other appropriate statutory regulatory orother authority and such other approvals permissions and sanctions as may be necessaryand other regulatory requirements wherever applicable.

2. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended on 31st March 2018 issummarized below:

(Amount in Rs.)

Particulars

Standalone

Consolidated

For the year ended 31st March

For the year ended 31st March

2018 2017 2018 2017
Revenue from Operation 79186000 372639500 106712626 390601500
Other Income 26702071 33971565 28341369 34849950
Total Income 105888071 406611065 135053995 425451450
Total Expenditure 62874385 354970286 86963536 372886401
Profit/(Loss) Before Tax 43013686 51640779 48090459 52565049
Tax Expenses 8422106 6685641 9796141 6922336
Profit /(Loss) After Tax 34591580 44955138 38294318 45642713
Earnings Per Share
Basic 4.23 5.99 4.23 5.99
Diluted 4.23 5.99 4.23 5.99

(a) Standalone Financial Highlights:-

The financial (Standalone) performance of the Company for the year ended on 31st March2018 is summarized below:

During the current financial year ended 31st March 2018 the Revenue from operation isRs. 105888071/- as against Rs. 406611065/- in the previous financial year ended 31stMarch 2017. Other income is Rs 26702071/- as against Rs. 33971565/- in the previousfinancial year ended 31st March 2017. The Profit after tax (PAT) for the financial yearended 31st March 2018 is Rs. 34591580 as against Profit of Rs. 44955138 in theprevious financial year ended 31st March 2017.

Earnings per share as on 31st March 2018 is Rs. 4.23 vis a vis Rs. 5.99 as on 31stMarch 2017.

(b) Consolidated Financial Highlights:-

The financial (Consolidated) performance of the Company for the year ended on 31stMarch 2018 is summarized below:

The Company achieved consolidated Revenue from operation of Rs. 106712626/- for theyear ended 31st March 2018 as compared to Rs. 390601500/- in the previous year. Otherincome is Rs. 28341369/- as against Rs. 34849950/- in the previous financial yearended 31st March 2018. The Profit after tax (PAT) for the financial year ended 31st March2018 is Rs. 38294318/- as against Profit of Rs. 45642713/- in the previous financialyear ended 31st March 2017.

Earnings per share as on 31st March 2018 is Rs. 4.23 vis a vis Rs. 5.99 as on 31stMarch 2017.

3. CHANGES IN SHARE CAPITAL STRUCTURE:

During the financial year under review the Company has made following changes in theShare Capital of the Company:

A) AUTHORISED SHARE CAPITAL:

• The members of the Company have at their Extra-ordinary General Meeting held on26th June 2017 approved the reclassification of the Share capital of the Company onconsolidation of face value from Re. 1/- to Rs. 10/- and accordingly the Authorised ShareCapital of the Company was reclassified as Rs. 11000000/- (Rupees One Crore Ten Lakhonly) consisting of 11000000 equity shares of Re. 1/- each be divided into 1100000Equity shares of Rs. 10/- each.

Further the Issued Subscribed and Paid Up Equity Capital of the Company wasreclassified as Rs. 2888680/- consisting of 2888680 Equity shares of Re. 1/- each bedivided into 288868 equity shares of Rs. 10/- each.

• The members of the Company have at their Extra-ordinary General Meeting held on21st August 2017 approved the increase in the Authorised share capital of the Companyfrom Rs. 11000000/- (Rupees One Crore Ten Lakh only) divided into 1100000 (ElevenLakh) Equity Shares of Rs.10/- (Rupee Ten only) each to Rs. 110000000/- (Rupees ElevenCrore only) divided into 11000000 (One Crore Ten Lakh) Equity Shares of Rs.10/- (RupeesTen only) each ranking pari-passu in all respects with that class of existing Shares ofthe Company.

B) ISSUED SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year under review the Company has issued and allotted:

ISSUE OF BONUS EQUITY SHARES:

7221700 (Seventy Two Lakhs Twenty One Thousand Seven Hundred) Equity Shares ofRs.10/- each aggregating to Rs.72217000/- (Rupees Seven Crore Twenty Two LakhsSeventeen Thousand only) as the

Bonus Equity Shares through capitalization of surplus profit or reserves to theexisting Shareholders on 24th August 2017

ISSUE OF EQUITY SHARES:

2704000 (Twenty Seven Lakhs Four Thousand) Equity Shares of the Company of face valueof Rs. 10/- (Rupees Ten Only) each & at a Premium of Rs. 60/- (Rupees Sixty Only)consisting of an Offer for Sale of 572000 Equity Shares by the Selling Shareholder and aFresh Issue of 2132000 Equity Shares aggregating to Rs. 189280000 (Eighteen CroreNinety Two Lakhs Eighty Thousand) through Initial Public offering on 06th December 2017.

Accordingly the issued subscribed and paid-up Equity Capital of the Company stood atRs. 96425680/- (Rupees Nine Crore Sixty Four Lakhs Twenty Five Thousand Six HundredEighty only) as on 31st March 2018.

C) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY SHARES AND EMPLOYEESTOCK OPTION(S):

During the year under review the Company has not issued any shares with differentialvoting rights nor granted stock options nor sweat equity.

4. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has three (3) Subsidiaries. However the Company does not have any JointVenture Company within the meaning Section 2(6) of the Companies Act 2013.

A statement containing the salient features of the financial statement of subsidiary/associate companies in Form AOC-1 which forms part of the Financial Statements.

The details of subsidiaries are given below:-

(a) Mrugnayani Infrastructures Private Limited:-

Mrugnayani Infrastructures Private Limited (CIN: U45200MH2008PTC180766); is a PrivateLimited Company incorporated on 03rd April 2008. The Authorized Share Capital of theCompany is Rs. 25000000 comprising of 100000 Equity Shares of Re. 1/- each and24900000 Preference Shares (0% Redeemable Non- Cumulative Non Convertible Non-Participating) of Re. 1/- each and Issued Subscribed and Paid-up Share Capital of theCompany is Rs. 24600000 comprising of 100000 Equity Shares of Re. 1/- each and24500000 Preference Shares (0% Redeemable Non- Cumulative Non Convertible Non-Participating) of Re. 1/- each.

The main business of the Company is to purchase acquire take on lease or in exchangeor in any other lawful manner any area land building structures and to turn the sameinto account develop the same and dispose of or maintain the same and to do such otheract in connection therewith.

The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited (CIN:U45200MH2008PTC180766) thus become a subsidiary of the Company under section 2(86) of theCompanies Act 2013 with effect from 31st March 2017. The Company has formulated theMaterial Subsidiary policy and the same is uploaded on the website of the Company (www.shradhainfra.in).

(b) Suntech Infraestate Nagpur Private Limited:-

Suntech Infraestate Nagpur Private Limited (CIN: U45200MH2007PTC174506); is a PrivateLimited Company incorporated on 26th September 2007.

The Authorized Share Capital of the Company is Rs. 257500000 (Twenty Five CroresSeventy Five Lakhs Only) comprising of 140000000 Equity Shares of Re.1/- each and117500000 Preference Shares (0% Redeemable Non- Cumulative Non Convertible Non-Participating) of Re. 1/- each and Issued Subscribed and Paid-up Share Capital of theCompany is Rs. 140000000 comprising of 140000000 Equity Shares of Re. 1/- each and116000000 Preference Shares (0% Redeemable Non- Cumulative Non Convertible Non-Participating) of Re. 1/- each. The main business of the Company is to build repairremodel demolish develop improve grades curve pave macadamize cement and maintainbuildings structures houses apartments hospitals schools etc. or otherwise acquireand hold any lands and prepare lay-out thereon or buildings of any tenure or descriptionwherever situate or rights or interests therein or connected therewith.

The Company has 100% equity stake in Suntech Infraestate Nagpur Private Limited (CIN:U70102MH2012PTC228897) thus become a Wholly Owned Subsidiary of the Company under section2(86) of the Companies Act 2013 with effect from 20th February 2018. The Company hasformulated the Material Subsidiary policy and the same is uploaded on the website of theCompany (www.shradhainfra.in). The other details like benefits advantages etc. inmonetary terms cannot be worked out at this stage and the same will be disclosed in duecourse of time through financial results and Annual Reports .During the year under reviewthere were no operations and the Company (Subsidiary) did not register any income as on31st March 2018.

(c) Active Infrastructures Private Limited:-

Active Infrastructures Private Limited (CIN: U70102MH2012PTC228897); is a PrivateLimited Company incorporated on 29th March 2012.

The Authorized Share Capital of the Company is Rs. 24000000 (Two Crores Forty LakhsOnly) comprising of 9000000 Equity Shares of Re. 1/- each and 15000000 PreferenceShares (2% Redeemable Optionally Convertible and Non- Cumulative) of Re. 1/- each andIssued Subscribed and Paid-up Share Capital of the Company is Rs. 6696760 comprising of6696760 Equity Shares of Re. 1/- each.

The main business of the Company is to purchase acquire take on lease or in exchangeor in any other lawful manner any area land building structures and to turn the sameinto account develop the same and dispose of or maintain the same and to do such otheract in connection therewith.

The Company has 100% equity stake in Active Infrastructures Private Limited (CIN:U70102MH2012PTC228897) thus become a Wholly Owned Subsidiary of the Company under section2(86) of the Companies Act 2013 with effect from 22nd June 2018. The Company hasformulated the Material Subsidiary policy and the same is uploaded on the website of theCompany (www.shradhainfra.in).

The other details like benefits advantages etc. in monetary terms cannot be workedout at this stage and the same will be disclosed in due course of time through financialresults and Annual Reports.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY`S ASSOCIATE & SUBSIDAIRY:

The Board of Directors of your Company at its meeting held on 26th May 2018 approvedthe Audited Consolidated Financial Statements for the Financial Year 2017- 18 whichincludes financial information of its Associate & Wholly Owned subsidiary and formspart of this report.

The Consolidated Financial Statements of your Company for the Financial Year 2017- 18have been prepared in compliance with applicable Accounting Standards and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 requirement. A report on theperformance and financial position of Associate and subsidiaries of your Company includingcapital reserves total assets total liabilities details of investment turnover etc.pursuant to Section 129 of the Companies Act 2013 in the Form AOC-1 forms part of thisreport.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its

Associate and subsidiaries are available on our website www.shradhainfra.in. Thesedocuments will also be available for inspection during business hours at our registeredoffice of the Company.

5. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2017-18 under review the Board of Directors of the Companyhas explored to expand the existing activities through provision of additional facilities& also all such related activities which would otherwise support in overall growth ofthe Company. As such the Board of Directors of the Company considers enlarging theactivities of the Company as prudent and favorable to the growth of the Company in view ofthe Company's anticipated approach to the Capital Markets through Initial Public Offer(IPO). To include all those enabling activities coupled with requirements due to changesin the applicable legislations like the Companies Act 2013 read with the rules made thereunder the Object Clause/s of the Memorandum and Articles of Association wasaltered/amended by the Shareholders (Members) of the Company at an Extra-ordinary GeneralMeeting held on 21st August 2017. However the aforesaid change does not construed as anychange in the nature of business activity of the Company.

6. CONVERSION OF THE COMPANY:

The Company – Shradha Infraprojects (Nagpur) Limited [formerly known as ShradhaRealty Private Limited since Incorporation and Shradha Infraprojects (Nagpur) PrivateLimited effective 18th July 2005] (hereinafter referred to as 'the Company') wasoriginally incorporated and registered under the Companies Act 1956 as a Private LimitedCompany Limited by Shares (Category – Private Limited Company Limited by Shares andSub-Category – Indian Non-Government Company) bearing the Corporate IdentificationNo. (CIN) U 45200 MH 1997 PTC 110971 on 29th September 1997 at Nagpur in the State ofMaharashtra.

Subsequently the unanimous consent of the Shareholders (Members) of the Company wasgranted to the conversion of the Company from Private Limited Company into a PublicLimited Company whereby the Name of the Company was changed from "ShradhaInfraprojects (Nagpur) Private Limited" to "Shradha Infraprojects (Nagpur)Limited" on conversion vide Special Resolution passed by the Shareholders (Members)of the Company at an Extra-ordinary General Meeting held on Monday the 21st August 2017and the same was approved by the Registrar of Companies Maharashtra vide its certificatedated 08th September 2017.

7. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for the future growthof the Company and as such do not recommend any dividend on equity shares for thefinancial year ended 31st March 2018.

8. TRANSFER TO RESERVES (BALANCE SHEET):

The opening balance as on 01st April 2017 of Reserves & Surplus Account stood atRs. 336578822/-. After making adjustments and appropriations the closing balance as on31st March 2018 of Reserves & Surplus Account stood at Rs. 420822217/- . TheMembers are advised to refer the Note No. 04 as given in the financial statements whichforms the part of the Annual Report.

9. PUBLIC DEPOSITS:

During the Year under review the Company has neither invited nor accepted any publicdeposits within the meaning of Section 73 and 74 of the Companies act 2013 read withCompanies (Acceptance of Deposit) Rules 2014. As such no specific details prescribed inRule 8 (1) of the Companies (Accounts) Rules 2014 (As amended) are required to be givenor provided.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: I. DIRECTOR - RETIREMENT BYROTATION:

Pursuant to Section 152 of Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (as amended) Ms. Mragna Gupta (DIN: 07587619)Director (Category: Non-executive & Non-Independent) retires by rotation and beingeligible offers herself for re-appointment.

The Board of Directors of the Company recommends the appointment of Ms. Mragna Gupta(DIN: 07587619) Director (Category: Non-executive & Non-Independent) to theShareholders for their consideration at the Twenty- First (21st) Annual General Meeting.The brief resume and other details relating to Ms. Mragna Gupta (DIN: 07587619) asrequired to be disclosed under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is incorporated to the notice calling Twenty-First (21st) Annual General Meeting of the Company.

II. APPOINTMENT / RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

Mrs. Tripti Kochar (DIN: 07914207) was appointed as an Independent Director on theBoard of Directors of the Company in the Twentieth (20th) Annual General Meeting of theCompany held in financial year 2016-2017 to hold office for a period of 1 (One) yeareffective from Twentieth (20th) Annual General Meeting for the financial year 2016-2017 upto the conclusion of Twenty- First (21st) Annual General Meeting to be held for thefinancial year 2017-18. Her term expires at the ensuing Twenty- First (21st) AnnualGeneral Meeting of the Company.

The Members are requested to approve her re-appointment as recommended by the Board andmentioned in the Notice convening the Twenty- First (21st) Annual General Meeting of theCompany. Mrs. Tripti Kochar (DIN: 07914207) if appointed as an Independent Director shallnot be liable to retire by rotation.

The brief resume and other details relating to Mrs. Tripti Kochar (DIN: 07914207) asrequired to be disclosed under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is incorporated to the notice calling Twenty-First (21st) Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL:

• Mr. Siddharth Raisoni (PAN:- AIXPR2810C) has been appointed as the ChiefFinancial Officer o f t h e Company w.e.f. 07th July 2017.

• Ms. Nisha Dwivedi (ICSI Membership No. ACS 37739) was appointed as the CompanySecretary and Compliance Officer of the Company effective 18th May 2017 and she ceased tobe the Company Secretary and Compliance Officer of the Company effective 31st August2018. The Board of Directors would like to take on record her appreciation for theservices rendered during her tenure a s a Company Secretary of the Company.

• Ms. Komal Shrimankar (ICSI Membership No. ACS 47702) was appointed as theCompany Secretary and

Compliance Officer designated Key Managerial Personnel of the Company effective 03rd Se p t e m b e r 2018.

The present composition of the Board of Directors of the Company is as follows:

DIN / PAN Name of the Director/ KMP Designation
00162965 Sunil Raisoni Managing Director
03417200 Ravindra Singh Singhvi Director (Non-executive Independent)
07587619 Mragna Gupta Director (Non-executive Non-Independent)
07914207 Tripti Kochar Director (Non-executive Independent)
AIXPR2810C Siddharth Raisoni CFO(KMP)
EODPS9235C Komal Shrimankar Company Secretary(KMP)

IV. DISQUALIFICATIONS OF DIRECTORS:

During the year under review the Company has received Form DIR-8 from all Directors ofthe Company as required under the provisions of Section 164(2) of the Companies Act 2013read with Companies (Appointment and Qualification of Directors) Rules 2014. The Boardnoted the same and confirmed that none of the Directors of your Company is disqualifiedto hold office as per the provisions of Section 164(2) of the Companies Act 2013.

The Directors of the Company have made necessary disclosures as required under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

V. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT 2013 FROM THE INDEPENDENTDIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the year under review a meeting of the Independent Directors of the Companywhich was duly convened held and conducted without the participation of ExecutiveDirectors of the Company on 20th February 2018.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and/or the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

12. BOARD EVALUATION:

In pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 theBoard of Directors of the Company is committed to get its performance evaluated in orderto identify its strengths and areas in which it may improve its functioning. To that endthe Nomination and Remuneration Committee has established the process for evaluation ofperformance of Directors including Independent Directors the Board and its Committees.The evaluation of performance of Executive Directors is done by Independent Directors. TheCompany has devised a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors throughquestionnaire to judge the knowledge to perform the role time and level of participationperformance of duties professional conduct independence etc. Theappointment/re-appointment / continuation of Directors on the Board shall be based on theoutcome of evaluation process.

During the year under review as per the policy for the performance evaluation formalevaluation of performance of Directors including Independent Directors the Board and itsCommittees was made by the Independent Directors and the Nomination and RemunerationCommittee in their respective meetings and the evaluation result was placed before theBoard for its information and consideration.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) that in the preparation of the Annual Accounts for the year under review allapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b) that the director had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2018 andof the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. COMMITTEE OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 read with the rules made thereunder and Listing Regulations the Board has constituted the following Committee(s)namely:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Committee of Board of Directors

The detailed disclosure about all the Committees of the Board of Directors is providedin the Report on Corporate Governance which forms part of this Annual Report as "AnnexureD".

15. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule7 of The Companies (Meetings of Board and its Powers) Rules 2014 the Company hasestablished a Vigil Mechanism that enables the Directors and Employees to report genuineconcerns. The Vigil Mechanism provides for (a) adequate safeguards against victimizationof persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the AuditCommittee of the Board of Directors of the Company in appropriate or exceptional cases.

The detailed disclosure of the Vigil Mechanism policy are made available on theCompany's website (www.shradhainfra.in) and have also been provided in the CorporateGovernance Report forming part of this Report.

16. RISK MANAGEMENT:

Your Company has long been following the principle of risk minimization as is the normin every industry. The Board members were informed about risk assessment and minimizationprocedures after which the Board formally adopted steps for framing implementing andmonitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stabilityand to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the plan establishesa structured and disciplined approach to Risk Management in order to guide decisions onrisk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk and legal risk. As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.

17. AUDITORS AND THEIR REPORTS:

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 141 142 of the Companies Act 2013 readwith the Rules made there under M/s V. K. Surana & Co. Chartered Accountants Nagpur(Firm Registration No. 110634W) had been appointed as the Statutory Auditors of theCompany in the Eighteen (18th) Annual General Meeting

('AGM') held on Monday 28th September 2015 to hold office from the conclusion of theEighteen (18th) AGM of the Company till the conclusion of the Twenty Second (22nd) AGM ofthe Company to be held for the Financial Year ending 31st March 2019 subject toratification at every AGM thereof.

The existing Statutory Auditors of the Company M/s. V. K. Surana & Co. CharteredAccountants Nagpur (Firm Registration No. 110634W) have been the Auditors of the Companysince Financial Year 1997-1998 and have completed a term of ten years.

In accordance with the provisions Section 139 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 ["ListingRegulations"] no listed Company can appoint or re-appoint an audit firm as auditorfor more than two terms of five consecutive years.

Section 139 of the Companies Act 2013 has also provided a transition period of threeyears from the date of commencement of the Act to comply with this requirement.

In view of the above M/s V. K. Surana & Co. Chartered Accountants Nagpur (FirmRegistration No. 110634W) retire at the ensuing Annual General Meeting.

The Audit Committee evaluated Audit firm the Board of Directors on the recommendationof the Audit Committee has appointed M/s Paresh Jairam Tank & Co. CharteredAccountants Nagpur (Firm Registration No. 139681W) as Statutory Auditors to audit theaccounts of the company for a period of 2 (Two) years to hold office commencing from theconclusion of ensuing Twenty First (21st) Annual General Meeting for the financial year2017-18 up to the conclusion of Twenty Third (23rd) Annual General Meeting Annual GeneralMeeting to be held for the financial year 2019-2020.

The Company has received a certificate to the effect that their appointment if madewould be within limits prescribed under the provisions of Section 139(1) Section 141(2)and Section 141(3) of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 and according to Listing Regulations.

The Auditors Report for the financial year 2017-18 does not contain any qualificationreservation or adverse remarks. The observations made by the Statutory Auditors in theirreport are self-explanatory and have also been further amplified in the Notes to theAccount and as such do not call for any explanations.

Further there is no fraud occurred noticed and/or reported by the Statutory Auditorunder Section 143 (12) of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 (as amended).

As such no specific information details or explanations required to be given orprovided by the Board of Directors of the Company.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 CS Riddhita AgrawalCompany Secretary in Practice Nagpur (Membership No. ACS 34625 & Certificate ofPractice No. 12917) has been appointed as a Secretarial Auditor to conduct the SecretarialAudit for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended 31st March 2018 is set outin the "Annexure A" to this Directors' Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

The Board of Directors of the Company has re-appointed CS Riddhita Agrawal CompanySecretary in Practice Nagpur (Membership No. ACS 34625 & Certificate of Practice No.12917) to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel)

Rules 2014 prescribed under Section 204 of the Companies Act 2013 for the financialyear 2018–2019.

INTERNAL AUDITORS/ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-:

Pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under M/s Roopeshkumar Chandak &Associates Chartered Accountants (ICAI Membership No. 160397) Nagpur has been appointedas an Internal Auditor of the Company w.e.f. 27th December 2017.

The Company has appointed Internal Auditors to check and have an effective internalcontrol and risk mitigation system which are assessed and strengthened with standardoperating procedures. The Company's internal control system is commensurate with its sizescale and modalities of operation. The main trust of the audit is to test and reviewcontrols appraisal of risk and business process.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness ofthe internal control system and suggests improvement to strengthen the same. The Companyhas strong Management Information System being an integral part of control mechanism.

The Audit Committee Statutory Auditors and the Business Heads are periodicallyapprised of the internal audit findings and corrective actions taken. Audit plays animportant role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee. Proper steps have been taken to ensure and maintain objectivity andindependence of Internal Audit. There were no adverse remarks or qualification on accountsof the Company from the Internal Auditors.

COST RECORD / AUDIT:

During the financial year 2017-18 under review the Company does not fall within theprovisions of Section 148 of Companies Act 2013 read with Rules made thereundertherefore the requirement of maintenance of cost records/audit are not applicable.

18. PERSONNEL / PARTICULARS OF EMPLOYEES:

Information required pursuant to Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided below:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Designation Ratio to median remuneration
Mr. Sunil Raisoni Managing Director NIL

b. The percentage increase in remuneration of each director Chief Financial OfficerCompany Secretary in the financial year:

Name of the Directors & KMPs other than Directors Designation % Increase in remuneration in the financial year 2017 - 18
Mr. Siddharth Raisoni CFO (Appointed w.e.f. 03rd July 2017) Financial Year 2017-18; being the first year of association of Mr. Siddharth Raisoni as Chief Financial Officer with the Company. Therefore the question of increase in remuneration does not arise.
Ms. Nisha Dwivedi Company Secretary & Compliance Officer Ms. Nisha Dwivedi (ICSI Membership No. ACS-37739) was appointed as the Company Secretary and Compliance officer of the Company effective 18th May 2017 and she ceased to be Company Secretary and Compliance officer of the Company effective 31st August 2018. Therefore the question of increase in remuneration does not arise.
Ms. Komal Shrimankar Company Secretary & Compliance Officer Ms. Komal Shrimankar (ICSI Membership No. ACS-47702) was appointed as the Company Secretary and Compliance officer designated Key Managerial Personnel of the Company effective 03rd September 2018. Therefore the question of increase in remuneration does not arise.

c. The number of permanent employees on the rolls of Company as on 31st March 2018: 06employees.

The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase between 5% to 15%. The averageincrease in the remuneration of both the managerial and non-managerial personnel wasdetermined based on the overall performance of the Company. Further the criteria forremuneration of non-managerial personnel is based on an internal evaluation of keyperformance areas (KPAs) while the remuneration of the managerial personnel is based onthe remuneration policy as recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors.

d. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Particulars 31st March 2018
Aggregate remuneration of key managerial personnel (KMP) in FY 2017-18 00.00
Revenue (Rs. in Crores) 10.58
Remuneration of KMPs (as % of revenue) 0.00%
Profit before Tax (PBT) (Rs. in Crores) 4.301
Remuneration of KMP (as % of PBT) 0.00%

Note: During the financial year under review no remuneration is drawn by the KeyManagerial Personnel (KMP) of the Company. Hence no comparison of the remuneration of theKMP's has been provided against the performance of the Company.

e. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars 31st March 2018
Market Capitalisation (Rs. in Crores) Rs. 49.18
Price Earnings Ratio 12.06%

The closing price of the Company's equity shares on NSE e-MERGE (SME Emerge Platform)as on 31st March 2018 was Rs. 51/-.

f. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable as no variable component of remuneration availed by thedirectors.

g. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.

h. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s Key Managerial Personnel and Employees of the Companyis as per the remuneration policy of the Company.

i. Information as per Section 197 of the Companies Act 2013 ("the Act") andRule 5(2) of the

Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 (asamended) forms part of this report. However in terms of Section 136(1) of the Act theReport and Financial Statements are being sent to all the shareholders and others entitledto receive the same excluding the statement of particulars of employees. The statement isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on any working day up to the date of the ensuing Annual General Meeting. Ifany member interested in obtaining a copy thereof such member may write to the CompanySecretary at the registered office of the Company.

None of the employee is a relative of any director of the Company. None of the employeeholds (by himself or along with his spouse and dependent children) more than two percentof the Equity shares of the Company.

19. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 (as amended) is furnished inForm MGT-9 as "Annexure B" attached to this report which forms anintegral part of this report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIESACT 2013:

During the year under review the Company has not given and/or extended any Loans toInvestments in other bodies corporate nor given and/or extended guarantees or providedsecurities to other bodies corporate/s or persons covered under the provisions of Section186 of the Companies Act 2013 read with the Rules made there under except Loans whichwere granted to Suntech Infraestate Nagpur Private Limited the Wholly - Owned Subsidiaryof the Company. The Members are requested to refer the Note/s to the financial statementswhich forms the part of the Annual Report for detailed information.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013:

All contracts / arrangements / transactions entered by the Company during the year withrelated parties were in ordinary course of business and on arms' length basis.

During the financial year there are no materially significant related partytransactions that may have potential conflict with interest of the Company at large exceptAdvance of Loans /Investment in Wholly Owned Subsidiary of the Company.

The details of the related Party transactions are provided in Form AOC-2 as "AnnexureC" which forms part of this Annual Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no amount liable or due to be transferred to Investor Education andProtection Fund during the financial year ended 31st March 2018.

23. CORPORATE GOVERNANCE:

Your Company believes in adopting best practices of Corporate Governance. Corporategovernance guiding principles are articulated through the Company's code of businessconduct Corporate Governance guidelines charter of various sub-committees and disclosurepolicy.

The members may please note that the provisions relating to Corporate Governance i.e.Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are not applicable to the Company and accordingly the Company is not required to submitthe Corporate Governance Report with this Annual Report. However keeping in view theobjective of encouraging the use of better practices through voluntary adoption theCompany has decided to adopt and disseminate voluntary disclosure of Corporate Governancewhich not only serve as a benchmark for the corporate sector but also help the Company inachieving the highest standard of corporate governance.

Accordingly a voluntary disclosure i.e. the report on Corporate Governance asstipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended as "Annexure D"and forms a part of this report.

As such the Members may note that any omission of any corporate governance provisionsshall not be construed as non compliance of the above mentioned regulations.

24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Board of your Company approved a comprehensive CSRBudget and the CSR activities planned for the financial year 2017-18 on recommendation ofCSR Committee and since then it is pursuing the CSR programs and projects as per itsapproved Corporate Social Responsibility Policy. The projects are in accordance withSchedule VII of the Companies Act 2013 and the Company's CSR policy. The Report on CSRActivities as required under Companies (Corporate Social Responsibility Policy) Rules2014 is set out as "Annexure E" forming part of this Report.

Your Directors wish to share that despite all the odds the Company tried its best tofulfill its responsibilities towards society and has spend the entire amount earmarked forthe CSR activities.

The Annual Report on CSR activities is attached as "Annexure E" andforms part of this report.

26. LISTING OF SHARES:

The Equity shares of the Company continued to be listed with and actively traded on TheNational Stock Exchange of India Limited (NSE) EMERGE [SME Platform]. The listing fees forthe financial year 2017-18 have been paid to the Stock Exchange on 11th December 2017.

27. SECRETARIAL STANDARDS:

During the financial year under review the Company was in compliance with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiawith respect to Board and General Meetings.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on energy conservation technology absorption and foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in the "AnnexureF" attached to this report which forms an integral part of this report.

29. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year under review there are no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year to which this financial statements relate and date of this report.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

31. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDERTRADING AND OTHER CODES /POLICIES

Your Directors are pleased to report that your Company has complied with the:

1. Code of Business Principles and Conduct;

2. Code of Prevention of Insider Trading in Shradha Infraprojects securities by thedesignated persons (insider) (as amended from time to time);

3. Code for Vigil Mechanism - Whistle Blower Policy;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations2015);

7. Policy for determining of 'material' Subsidiary (Regulation 16 of the SEBI (LODR)Regulations 2015);

8. Policy on materiality of related party transaction/s and on dealing with relatedparty transactions (Regulation 23 of the SEBI (LODR) Regulations 2015); and

9. Policy for determination of materiality based on specified criteria and accordinglygrants authorization for determination of materiality of events (Regulation 30 of the SEBI(LODR) Regulations 2015).

The aforesaid code(s) and policy(ies) are posted and available on the Company's website(www.shradhainfra.in).

32. MATERIAL DEVELOPMENT IN HUMAN RESOURCES: i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment competence and dedication shown by itsemployees and Visiting Faculties in all areas of operations. The Company has a structuredinduction process and management development programs / workshops to upgrade skills ofmanagers / Employees. Objective appraisal systems based on Key Result Areas are in placefor senior management staff. Additional efforts are continued to be implemented with aview to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning andorganizational development as this being the pillar to support the Company's growth andsustainability in the future.

ii) SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:

Shradha Infraprojects (Nagpur) Limited ("the Company") has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Womenat the Workplace (Prevention Prohibition & Redressal) Act 2013 and InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment at workplace with a mechanism of lodging & redress the complaints. Allemployees (permanent contractual temporary trainees etc) are covered under this Policy.During the year 2017-18 the Company has not received any complaint of sexual harassment.The Certificate by Managing Director and Director of the Company to that effect isenclosed herewith as "Annexure G" and forms part of this report.

iii) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety ofall concerned and a pleasant working environment. Safety Committee and Apex Committee areavailable for periodical review on safety health & environment of all departments.

Regular Training on Safety is being organized for New Joinee regular employees &contract labour. Mock drills are conducted for practical exposure to meet emergency needon quarterly basis. Hand book on safety awareness are distributed to all employees.

iv) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director affirming compliance forthe Financial Year 2017-18 with the Company's Code of Conduct by the Directors and SeniorManagement as required under Regulation 17(5) of SEBI (Listing Obligations and DisclosureRequirements) Regulations as amended is annexed as a part of the Corporate GovernanceReport.

v) OTHER DISCLOSURES:

The details regarding Board and its Committee meetings Declaration by IndependentDirectors Remuneration policy for Directors and KMP's Induction training andfamiliarization programmes for Directors including Independent Directors and such otherrelated information has been provided under the Corporate Governance Report which formspart and parcel of the Board's Report.

ENCLOSURES:
a) Annexure A : Secretarial Auditors' Report in Form MR- 3;
b) Annexure B : Extract of Annual Return as of 31st March 2018 in Form MGT-9;
c) Annexure C : Form AOC-2;
d) Annexure D : Report on Corporate Governance;
e) Annexure E : Annual Report on Corporate Social Responsibility (CSR) activities;
f) Annexure F : Report on Energy Conservation Technology Absorption and Foreign Exchanges Earnings and Outgo;
g) Annexure G : Certificate on Sexual Harassment of Women at the Workplace and its Prevention Prohibition & Redressal.
h) Annexure H : Form AOC-1;

33. ACKNOWLEDGEMENTS:

The Board appreciates and places on record the contribution made by all concernedduring the year under review and the support received from all. The Board also places onrecord their appreciation of the support of all stakeholders particularly shareholdersBankers customers suppliers and business partners.

On behalf of the Board

For SHRADHA INFRAPROJECTS (NAGPUR) PRIVATE LIMITED

SUNIL RAISONI MRAGNA GUPTA
MANAGING DIRECTOR DIRECTOR
DIN: 00162965 DIN: 07587619
Address: 75 North Ambazari Road Address: Flat No. 303 Venketesh Apartment Salasar Vihar
Shivaji Nagar Nagpur 440010 Maharashtra India New Deshpande Layout Bhandewadi Nagpur 440035
Maharashtra India
Place : Nagpur
Date : 3rd September 2018