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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

Dear Members

The Board of Directors of Shradha Infraprojects Limited [Formerly knownas Shradha Infraprojects (Nagpur) Limited] ("the Company" or"SHRAHDA") are pleased to present the Twenty Third (23rd) AnnualReport of the Company together with the Audited Financial Statements (Standalone andConsolidated) for the year ended March 31 2020 ("year under review" or"Financial Year 2019-20" or "FY 2019-20").

1. FINANCIAL SUMMARY

The Company's financial performance (Standalone & Consolidated) forthe financial year ended March 312020 as compared to the previous financial year endedMarch 312019 is summarised below:

Standalone and Consolidated Financial Results

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 17500000 30131897 102098000
Other Income 26151315 33500221 33021507 40996956
Total Income 26151315 51000221 63153404 143094956
Total Expenses 5259193 18384602 34790491 97899615
Profit Before Tax 20892122 32615619 28362912 45195341
Tax Expenses 5348720 8338411 7707390 12881498
Profit After Tax 15543402 24277208 20655522 32313843
Minority Interest 324938 (2110462)
Profit After Minority Interest 20980460 34424305

HIGHLIGHTS OF THE COMPANY'S FINANCIAL PERFORMANCE

The highlights of the Company's performance (Standalone) for thefinancial ended March 31 2020 are summarized below:

Revenue from Operations for the FY 2019-20 is ' 261.51 Lakhs against '510.00 Lakhs for the FY 2018-19. Profit before Tax for the FY 2019-20 is ' 208.92 Lakhsagainst ' 326.16 Lakhs for the FY 2018-19. Net Profit for the FY 2019-20 is ' 155.43 Lakhsto ' 242.77 Lakhs. Earnings per Share (EPS) for the FY 2019-20 is ' 1.61 vis-a-vis ' 2.52as on FY 2018-19.

The highlights of the Company's performance (Consolidated) for thefinancial ended March 31 2020 are summarized below :

Total Consolidated Revenue from Operations and other Income for the FY2019-20 was ' 631.53 Lakhs as compared to ' 1430.95 Lakhs in FY 2018-19. ConsolidatedProfit Before Tax for the FY 2019-20 was ' 283.63 Lakhs as compared to ' 451.95 Lakhs in2018-19. Consolidated Profit After Tax for the FY 2019-20 was ' 209.80 Lakhs as comparedto ' 344.24 Lakhs in 2018-19. Earnings per Share (EPS) for the FY 2019-20 is ' 2.14vis-a-vis ' 3.57 as on FY 2018-19.

2. TRANSFER TO RESERVES

The opening balance as on April 01 2019 of Reserves & SurplusAccount stood at ' 445099425/-. After making adjustments and appropriations theclosing balance as on 31st March 2020 of Reserves & Surplus Account stoodat ' 454830349/-. The Members are advised to refer the Note No. 04 as given in thefinancial statements which forms the part of the Annual Report

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

No material changes or commitments have occurred between the end of thefinancial year and the date of this Report which affect the financial statements of theCompany in respect of the reporting year.

Because of the global outbreak of Coronavirus Disease 2019 (COVID-19)the uncertainty resulting from prolonged shutdown supply chain disturbances loss ofmigrant labor and changing regulation while restarting work could have a significantadverse effect on the operations of the Business. Consequently the precise financialeffect on the Company's business is hard to discern. We track the situation closely andwill take all appropriate steps in the interest of all stakeholders as many beappropriate. The Company did not however witness significant adjustments and obligationsimpacting the financial position.

4. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF

During the year under review there has been no change in the nature ofBusiness of the Company.

5. SHARE CAPITAL

The Company's paid-up Equity Share Capital stood at ' 96425680/- ason March 31 2020. There were no issue of equity shares with differential voting rightsand sweat equity shares during the financial year 2019-20. Further the Company does nothave any Scheme for issue of shares including sweat equity to the employees or Directorsof the Company.

BONUS ISSUE:

The Directors recommended the issue and allotment of 482128 Shares asBonus Shares to the Equity shareholders in the ratio of 5:100 (i.e. Five Fully Paid EquityShares of ' 10/- each for Hundred Fully Paid Equity Shares). The Company's increasedpaid-up Equity Share Capital post issue of Bonus Shares will stand at ' 101246960(Rupees Ten Crore Twelve Lakhs Forty Six Thousand Nine Hundred and Sixty Only). The Bonusissue is subject to approval of the members through the Postal Ballot.

6. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with Rule12(1) of the Companies (Management and Administration) Rules 2014 (as amended) theextract of Annual Return for the financial year ended March 31 2020 in Form MGT-9 isattached as "Annexure I" which forms part of the Board's Report.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount liable or due to be transferred to InvestorEducation and Protection Fund (IEPF) during the financial year ended March 312020.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 312020 the Board comprised of 4 (Four) Directors whichincludes One (1) Executive Director One (1) Non - Executive Director and Two (2)Independent Directors.

In accordance with the provisions of sections 149 and 152 of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 the term of office of Mr. Sunil Raisoni Managing Director and Mrs. TriptiKochar Independent Director of the Company expired at the ensuing Annual General Meeting.

Further Mr. Siddharth Raisoni who was appointed as the Chief FinancialOfficer of the Company has tendered his resignation & he is ceased to be the ChiefFinancial Officer of the Company w.e.f. 5th September 2020.

The Board expresses its appreciation for their valuable guidance duringtheir association with the Company.

APPOINTMENT & RE-APPOINTMENT

In accordance with the provisions of Section 178 and other applicableprovisions of the Act and Listing Regulations on consideration and recommendation of theNomination and Remuneration Committee the Board of Directors in their meeting held on 5thSeptember 2020 approved the appointment / re-appointment of:

• EXECUTIVE DIRECTOR

Mr. Nitesh Sanklecha as an Additional (Managing) Director and ChiefFinancial Officer (Category: Executive Director) for a term of 3 years w.e.f. 5thSeptember 2020 subject to approval of members at the ensuing Annual General Meeting. TheBoard recommends his appointment.

Mr. Shreyas Raisoni as an Additional (Whole-Time) Director (Category:Executive Director) for a term of 3 years w.e.f. 5th September 2020 subjectto approval of members at the ensuing Annual General Meeting. The Board recommends hisappointment.

• NON EXECUTIVE DIRECTORS

Ms. Asha Sampath and Mr. Satish Wate as an Additional (Independent)Directors (Category: Non-Executive Director) for a term of 5 years w.e.f. 5thSeptember 2020 subject to approval of members at the ensuing Annual General Meeting. Thisshall be their first term as an Independent Director of the Company. The Board recommendstheir appointment.

• RETIREMENT BY ROTATION

Pursuant to Section 152 of the Act read with the Companies (Appointmentand Qualification of Directors) Rules 2014 (as amended) Mrs. Mragna Gupta Directorretires by rotation as Director at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment. The Board recommends her re-appointment.

A brief resume and other details of the above Directors seekingappointment or re-appointment are provided in the Notice of AGM.

• KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) and 203 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mr. Nitesh Sanklecha Managing Director & Chief Financial Officer Mr. ShreyasRaisoni Whole-Time Director and Ms. Komal Shrimankar Company Secretary & ComplianceOfficer are the Key Managerial Personnel ('KMP') of the Company.

The Composition of Board of Directors of the Company will be:

1. Mr. Nitesh Sanklecha Managing Director cum Chief Financial Officer
2. Mr. Shreyas Raisoni Whole-Time Director
3. Mrs. Mragna Gupta Non Independent Director
4. Mr. Ravindra Singh Singhvi Independent Director
5. Ms. Asha Sampath Independent Director
6. Mr. Satish Wate Independent Director
7. Ms. Komal Shrimankar Company Secretary & Compliance Officer

The Board will comprised of 6 (Six) Directors which includes Two (2)Executive Directors One (1) Non - Executive Director and Three (3) Independent Directors.

STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under section 149(6) of the Act andRegulation 16(1)(b) of Listing Regulations.

DECLARATION REGARDING NON - APPLICABILITY OF THE DISQUALIFICATION

During the year under review the Company has received the writtendeclarations from all the directors of the Company regarding non-applicability of thedisqualification as mentioned under Section 164 of the Act read with Companies(Appointment and Qualification of Directors) Rules 2014.

9. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Board met Five (5) times viz. 30 May2019;08 July 2019; 31 August 2019; 14 November 2019 and 03 March 2020.

The details of Board Meetings are provided in the Corporate GovernanceReport forming part of this Annual Report.

10. COMMITTEES OF THE BOARD

The Board has established the following Committees:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Grievances and Relationship Committee

4. Corporate Social Responsibility Committee

5. Management Committee

The compositions of the Committees as on March 31 2020 are detailedbelow:

Sr. No. Name of Committee Members Audit Committee Nomination and Remuneration Committee Stakeholders' Grievances and Relationship Committee Corporate Social Responsibility Committee Management Committee
1 Mr. Sunil Raisoni - - - Chairman Chairman
2 Mrs. Mragna Gupta Member Member Chairperson Member Member
3 Mr. Ravindra Singh Singhvi Member Chairman Member Member -
4 Mrs. Tripti Kochar Chairperson Member Member Member -
5 Mr. Siddharth Raisoni - - - - Member

The detailed disclosures of all the Committees of the Board ofDirectors are provided in the Corporate Governance Report forming part of this AnnualReport.

RECOMMENDATIONS OF AUDIT COMMITTEE

The Audit Committee was constituted by the Board of Directors onSeptember 15 2017. All the recommendations made by the Audit Committee were accepted bythe Board. The Committee inter alia reviews the Internal Control System Reports ofInternal Auditors and Compliance of various regulations. The Committee also reviews thefinancial statements before they are placed before the Board.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The highlights of the Familiarization Programme are explained in theCorporate Governance Report forming part of this Annual Report and are also available onthe Company's website: www.shradhainfra.in.

12. BOARD EVALUATION

In pursuant to the provisions of Section 134(3)(p) of the Act 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.

In terms of the framework of the Board Performance Evaluation theNomination and Remuneration Committee and the Board of Directors have carried out anannual performance evaluation of the performance of its own performance Committee andIndividual Directors.

The evaluation of the Board Committees Directors and Chairman of theBoard was conducted based on the evaluation parameters such as Board composition andStructure effectiveness of the Board participation at meetings awareness observance ofgovernance and quality of contribution etc.

13. APPOINTMENT AND REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and Regulation 19 ofListing Regulations and on the recommendation of the Nomination & RemunerationCommittee the Board has adopted a policy for selection appointment and remuneration ofDirectors and Key Managerial Personnel.

The detailed features of Remuneration Policy are stated in the Reporton Corporate Governance forming part of this Annual Report.

14. PARTICULARS OF EMPLOYEES

The disclosures pursuant to Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as "Annexure II" which forms part of the Board's Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

During the year under review the Audited Financial Statements of theCompany for the year under review are in conformity with the requirements of the Act readwith the rules made thereunder and the Accounting Standards. To the best of theirknowledge and ability the Board of Directors makes the following statements in terms ofSection 134 of the Act:

(a) that in the preparation of the Annual Accounts for the year endedMarch 31 2020 all the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

(b) that the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March312020 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the directors have prepared the annual accounts on a going concernbasis;

(e) the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

16. SUBSIDIARIES COMPANIES:

During the year under review the Company has Three (3) Subsidiaries.The details are given below:

(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED ('MIPL')

CIN: U45200MH2008PTC180766

The Company has 51% equity stake in MIPL thus according to Section2(86) of the Companies Act 2013 it became a subsidiary of the Company w.e.f. March312017.

During the year under review the revenue from operations of MIPL was '3064000 in 2019-20 compared to ' 8548000 in 2018-19. The Net Profit / (Loss) after taxfor the year 2019-20 was (' 663140) as against (' 4307066) in the year 2018-19.

(B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED ('SINPL')

CIN: U70102MH2012PTC228897

The Company has 100% equity stake in SINPL thus according to Section2(86) of the Companies Act 2013 it became a Wholly - Owned Subsidiary of the Companyw.e.f. February 20 2018.

During the year under review the total revenue of SINPL was '6746708 in 2019-20 compared to ' 7104200 in 2018-19. The Net Profit after tax for theyear 2019-20 was ' 4666762 as against ' 5102117 in the year 2018-19.

(C) ACTIVE INFRASTRUCTURES PRIVATE LIMITED (AIPL)

CIN: U45200MH2007PTC174506

The Company has 100% equity stake in 'AIPL' thus it became the WhollyOwned Subsidiary of the Company as per section 2 (86) of the Companies Act 2013 w.e.f.June 22 2018.

The revenue from operations of AIPL was ' 27067897 in 2019-20compared to ' 76050000 in 2018-19. The Net Profit after tax for the year 2019-20 was '1108498 Lakhs as against ' 7241583 Lakhs in the year 2018-19.

MATERIAL SUBSIDIARIES

None of the subsidiaries mentioned above is a material subsidiary asper the thresholds laid down under the SEBI Listing Regulations.

The Board of Directors of the Company has approved a Policy fordetermining material subsidiaries in line with the Listing Regulations. The Policy hasbeen uploaded on the Company's website: www.shradhainfra.in.

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company at its meeting held on June 292020 approved the Audited Consolidated Financial Statements together with the Auditors'Report thereon for the Financial Year ended March 31 2020 forms part of the AnnualReport. Pursuant to Section 129(3) of the Act a Statement containing salient features ofthe financial statements of each of the Subsidiaries of the Company in the prescribed FormAOC-1 is attached which forms part of the Financial Statements.

17. JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any Associate Company and is also not a partof any Joint Ventures.

18. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits falling underthe ambit of Section 73 of the Act and the Companies (Acceptance of Deposit) Rules 2014framed thereunder during the year under review.

19. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ORSECURITY PROVIDED

The particulars of loans given investments made guarantees given orsecurity provided under the provisions of Section 186 of the Act read with the Companies(Meetings of Board and its Powers) Rules 2014 are given under notes to the FinancialStatements which forms part of this Annual Report.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review all contracts / arrangementsentered into by the Company with related parties were in the ordinary course of businessand on an arm's length basis. There are no materially significant related partytransactions that may have potential conflict with the interest of the Company at largeexcept Advance of Loans / Investment in Wholly Owned Subsidiary of the Company. The policyon Related Party Transactions as approved by the Board of Directors has been uploaded onthe Company's website: www.shradhainfra.in.

Pursuant to Section 134(3)(h) of the Act read with the Rule 8 ofCompanies (Accounts of Companies) Rules 2014 disclosures of Related Party Transactionsin the prescribed Form AOC-2 is attached as "Annexure III" which forms part ofthe Board's Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with Section 135 of the Act the Company has a CorporateSocial Responsibility (CSR) Committee. The details of CSR Committee are stated in theReport on Corporate Governance forming part of this Annual Report. The CSR Committee hasformulated and recommended to the Board a Corporate Social Responsibility Policy("CSR Policy") indicating the activities to be undertaken by the Company whichhas been approved by the Board. The CSR Policy is available on the Company's website:www.shradhainfra.in.

An Annual Report on CSR Activities of the Company for the FinancialYear 2019-20 is annexed as "Annexure IV" which forms part of the Board's Report.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are as follows :

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energyconsumption. Therefore achieving reduction in per unit consumption of energy is anongoing exercise in the Company. The effective measures like education trainingpublicity messaging through use of social media have been taken to minimize the loss ofenergy as far as possible.

The Company does not have any internal generation of power (captivesurplus or otherwise) and the amount spent during the financial year 2019-20 is ' 1850/-.

(ii) Steps taken by the Company for utilizing alternate sources ofenergy:

Presently the Company does not have any alternate sources of energyfor internal generation of power (captive surplus or otherwise). However the managementof the Company is exploring an alternative source of energy like solar wind thermal orotherwise for internal generation of power for captive purposes.

(iii) Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservationequipment/s.

(B) TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT

(i) The efforts made towards technology absorption:

The Company is always in pursuit of finding the ways and means toimprove the performance quality and cost effectiveness of its services. The technologyused by the Company is updated as a matter of continuous exercise.

(ii) The benefits derived like product improvement cost reductionproduct development or import substitution:

As the Company is in service industry there is no question of productimprovement product development or import substitution. Moreover the Company has notderived any material benefits in cost reduction against technology absorption.

(iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year):

The Company has not imported any technology during the last three yearsreckoned from the beginning of the financial year.

(iv) The expenditure incurred on Research and Development:

The Company does not have a separate independent research anddevelopment activity. As such no material amount of expenditure was incurred on researchand development activity of the Company.

(C) FOREIGN EXCHANGE EARNINGS / OUTGO

During the financial year 2019-20 under review there are no foreignexchange earnings and outgo.

23. RISKS MANAGEMENT:

In terms of the provisions of Regulation 17 of the Listing Regulationsthe Company has framed a Risk Management Policy for assessment and minimization of risk.Risk Management Policy enables the Company to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. The Board members are informed about risk assessment andminimization procedures after which the Board formally adopted steps for framingimplementing and monitoring the risk management plan for the Company. The details of RiskManagement Policy are available on the Company's website: www.shradhainfra.in.

24. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

Pursuant to the provisions of Section 177 of the Act read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 the Company hasestablished a Vigil Mechanism that enables the directors employees and other stakeholdersto report genuine concerns. The details of Vigil Mechanism are provided in the CorporateGovernance Report forming part of this Annual Report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

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

26. AUDITORS AND THEIR REPORTS STATUTORY AUDITOR

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s.Paresh Jairam Tank & Co. Chartered Accountants has been appointed as StatutoryAuditors of the Company by the members at their 21st Annual General Meetingheld on September 28 2018 to hold office from the conclusion of the said meeting till theconclusion of 23 rd Annual General Meeting to be held for the financial year2019-20.

The Audit Committee and Board of Directors of the Company respectivelyat their meeting held on 5th September 2020 proposed subject to approval ofthe shareholders the appointment of M/s. Paresh Jairam Tank & Co. CharteredAccountants having Firm Registration No. 139681W as Statutory Auditors of the Company tohold office for their second term of 5 (Five) years i.e. from the conclusion of ensuingAGM till the conclusion of AGM for financial year 2024-25.

The Company had received certificate from the Statutory Auditorconfirming their eligibility and willingness for their appointment pursuant to Sections139(1) 141(2) and 141(3) of the Act read with Companies (Audit and Auditors) Rules 2014and Listing Regulations.

During the year under review

1) The observation(s) made by the Statutory Auditor in their Report areself-explanatory and therefore do not call for any further comments under Section134(3)(f) of the Act.

2) The Auditor's Report does not contain any reservationqualification disclaimer or adverse remarks.

3) The Statutory Auditor has not reported any incident of fraud to theAudit Committee or the Board of Directors under Section 143(12) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

CS Riddhita Agrawal Company Secretary in Practice Nagpur (Certificateof Practice No. 12917) has been appointed as the Secretarial Auditor to conduct theSecretarial Audit for the financial year under review as per the requirements of Section204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Listing Regulations.

The Secretarial Audit Report does not contain any qualificationsreservations or adverse remarks.

The Report of the Secretarial Auditor in the prescribed Form MR-3 isattached as "Annexure V" which forms part of the Board's Report

INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

Pursuant to the provisions of Section 138 of the Companies Act 2013read with Companies (Accounts) Rules 2014 and on recommendation of Audit Committee M/s.V. K. Surana & Co. Chartered Accountants Nagpur (Firm Registration No. 110634W) wereappointed as the Internal Auditors of the Company to periodically audit the adequacy andeffectiveness of the internal controls laid down by the management and suggestimprovements.

The Company ensures reliability in conducting its business precisionand comprehensiveness in maintaining accounting records and anticipation and detection offrauds and errors. There were no adverse remarks or qualification on accounts of theCompany marked by the Internal Auditors.

COST AUDITORS

The provisions of Cost Audit as prescribed under Section 148 of the Actand the rules framed thereunder are not applicable to the Company.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 with respect toBoard Meetings and General Meetings.

28. STATEMENT OF DEVIATIONS AND VARIATIONS

In compliance with the provisions of Regulation 32(8) of ListingRegulations there has been no Deviation(s) and / or Variation(s) in the utilization ofthe fund raised from the Initial Public Offer (IPO) as disclosed in the Company'sProspectus dated November 16 2017 for the period ended March 31 2020 as it has beenutilized fully for the purpose for which funds was raised.

29. CORPORATE GOVERNANCE

The provisions relating to Corporate Governance i.e. Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ["ListingRegulations"] are not applicable to the Company and accordingly the Company is notrequired to submit the Corporate Governance Report with its Annual Report the Company has

decided to adopt and disseminate voluntary disclosure of CorporateGovernance keeping in view the objective of encouraging the use of better governancepractices.

However the Company has made a voluntary disclosure of the report onCorporate Governance as stipulated under regulation 34(3) read with Schedule V of theListing Regulations and it is attached as "Annexure VI" which forms part of theBoard's Report.

Members may please note that any omission of any corporate governanceprovisions shall not be construed as non-compliance of the above mentioned regulations.

30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34 read with Schedule V to the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is presented in a separate section forming part of theAnnual Report.

31. LISTING OF SHARES

The Equity shares of the Company continued to be listed with andactively traded on the National Stock Exchange of India Limited (NSE) EMERGE (SMEPlatform). The listing fees for the financial year 2019-20 have been paid to the NationalStock Exchange of India Limited.

32. MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

The Company takes pride in the commitment competence and dedicationshown by its employees and Visiting Faculties in all areas of operations. The Company hasa structured induction process and management development programs / workshops to upgradeskills of managers / Employees. Objective appraisal systems based on Key Result Areas arein place for senior management staff. Additional efforts are continued to be implementedwith a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent throughsuperior learning and organizational development as this being the pillar to support theCompany's growth and sustainability in the future.

HEALTH AND SAFETY:

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

Regular Training on Safety is being organized for New Joinee regularemployees & contract labour. Mock-drills are conducted for practical exposure to meetemergency need on quarterly basis. Hand book on safety awareness are distributed to allemployees.

33. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company has in place a Policy on prevention prohibition andredressal of sexual harassment at workplace in

line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no complaints received underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

34. ACKNOWLEDGMENTS:

The Board appreciates and places on record the contribution made by allconcerned during the year under review and the support received from all. The Board alsoplaces on record their appreciation of the support of all stakeholders particularlyshareholders Bankers customers suppliers and business partners.

ENCLOSURES:
a) Annexure I : Form MGT-9 (Extract of Annual Return)
b) Annexure II : Particulars of Employees
c) Annexure III : Form AOC-2
d) Annexure IV : Annual Report on Corporate Social Responsibility (CSR) activities
e) Annexure V : Form MR- 3 Secretarial Auditors' Report
f) Annexure VI : Report on Corporate Governance
On behalf of the Board
For SHRADHA INFRAPROJECTS LIMITED
[Formerly known as Shradha Infraprojects (Nagpur) Limited]
Sd/- Sd/-
Sunil Raisoni Mragna Gupta
Managing Director Director
(DIN:00162965) (DIN: 07587619)

Date: 5th September 2020

Place: Nagpur

.