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Shristi Infrastructure Development Corporation Ltd.

BSE: 511411 Sector: Infrastructure
NSE: PEERABASAN ISIN Code: INE472C01027
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NSE 05:30 | 01 Jan Shristi Infrastructure Development Corporation Ltd
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52-Week high 208.00
52-Week low 76.00
P/E
Mkt Cap.(Rs cr) 209
Buy Price 86.40
Buy Qty 100.00
Sell Price 94.00
Sell Qty 100.00
OPEN 94.00
CLOSE 94.00
VOLUME 1
52-Week high 208.00
52-Week low 76.00
P/E
Mkt Cap.(Rs cr) 209
Buy Price 86.40
Buy Qty 100.00
Sell Price 94.00
Sell Qty 100.00

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

Company director report

Your Directors are pleased to present the 28th Annual Report together with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2018. Thesummarized standalone and consolidated financial performance of your Company is as under:

FINANCIAL RESULTS
Particulars

Standalone

Consolidated

Year Ended 31st March 2018 Year Ended 31st March 2017 Year Ended 31st March 2018 Year Ended 31st March 2017
Total Revenue 10509.58 10565.09 18615.86 18110.10
Total Expenses (Excluding Finance Cost Depreciation and Amortization) 7448.04 6156.32 14906.12 13594.99
Earnings Before Finance Cost Depreciation Tax and Amortization (EBIDTA) 3061.54 4408.77 3709.74 4515.11
Less: Finance Cost 2672.08 4098.98 3287.77 4238.35
Earnings Before Depreciation Tax and Amortization (EBDTA) 389.46 309.79 421.97 276.76
Less: Depreciation and Amortization 15.88 23.95 30.24 39.37
Profit Before Tax & Share of Profit/(Loss) of Associates and Joint Ventures 373.58 285.84 391.73 237.39
Share of Profit/(Loss) of Associates and Joint Ventures (52.42) 19.28
Profit Before Tax (PBT) 373.58 285.84 339.31 256.67
Less: Current Tax 121.00 4.66 156.45 15.45
Deferred Tax (2.62) 2.70 (15.40) (3.50)
Profit for the year 255.20 278.48 198.26 244.72
Other Comprehensive Income (4.35) (2.60) (9.36) 7.35
Total Comprehensive Income for the year 250.85 275.88 188.90 252.07

Note: The Company has adopted Indian Accounting Standard (referred to as 'Ind AS') witheffect from April 1 2017 and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated therein prescribed under Section 133 of the Companies Act 2013("Act") read with relevant Rules framed thereunder and other accountingprinciples generally accepted in India.

BUSINESS AND OPERATIONS REVIEW

Your Company is in the business of infrastructure development construction & realestate (including hospitality). Such businesses are carried on either by the Companydirectly and/or through its various subsidiaries & associates (including jointventures) which are collectively referred to as Shristi Group or Shristi. Shristicommenced its operations in 1999 and ever since has focused on creating value and timelydelivery to all its clients and the people of India.

During the year under review the total revenue of the Company on standalone basisremained largely the same i.e. ? 10510 lakhs as compared to the previous year figure of10565 lakhs. However due to reduction in finance charges Profit Before Tax (PBT)increased by 31% i.e. from ? 286 lakhs in the previous year to ? 374 lakhs in the currentyear. Similarly on consolidated basis the total revenue of the Company for the currentyear increased marginally from ? 18110 lakhs in the previous year to ? 18616 lakhs in thecurrent year however Profit Before Tax (PBT) increased by 65% i.e. from ? 237 lakhs inthe previous year to ? 392 lakhs in the current year on account of decrease in financecosts.

Further it is a matter of great satisfaction to report that first phase of "TheWestin Hotel' which was being developed at Rajarhat- Kolkata by Shristi Hotel PrivateLimited a material subsidiary of the Company has become operational since September

2017. Though the project faced regulatory challenges beyond its control whichsubstantially delayed the project yet due to persistent efforts of the management theproject ultimately saw the light of the day. The Westin Hotel had a grand opening as itwas fully booked for the participants of FIFA U-17 World Cup 2017 which was held for thefirst time in India.

The hospitality business and the other businesses of the Company have good potential asindependent businesses. Further the hospitality business represents a distinct line ofbusiness having differing financial needs and strategic imperatives from the otherbusinesses of the Company which can be better addressed by separation of the hospitalitybusiness and other businesses under two focused entities. Hence the Company during theFinancial Year 2016-17 had approved a scheme of arrangement pursuant to section 230 232and other applicable provisions of the Companies Act 2013 for (1) Amalgamation of EastKolkata Infrastructure Development Private Limited (wholly owned subsidiary of theCompany) with the Company so that real estate development business of a wholly ownedsubsidiary of the Company can be combined and carried on together with the real estatedevelopment business of the Company more effectively and (2) Demerger of hospitalitybusiness of the Company to Vipani Hotels & Resorts Limited (wholly owned subsidiary ofthe Company). The Scheme was approved by SEBI BSE Shareholders & Creditors of theCompany and the matter is listed for further hearing at National Company Law TribunalKolkata Bench. Hence pending such approval no effect of the same has been provided inthe accounts of the Company.

The Financial Statements have been prepared by your Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under the Companies Act 2013 read with the Companies(Accounts) Rules 2014. The Company has adopted Ind AS with effect from 1st April 2017 andthe Financial Statements for the year ended 31st March 2018 has been prepared inaccordance with Ind AS. The Financial Statements for the year ended 31st March 2017 haveaccordingly been restated.

SUBSIDIARIES AND ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statementof your Company's Subsidiaries and Associate Companies pursuant to first proviso toSection 129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies(Accounts) Rules 2014 forms part of the Annual Report. Further in line with Section129(3) of the Act read with the aforesaid Rules SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the Indian Accounting StandardsConsolidated Financial Statements prepared by your Company include financial informationof its Subsidiary and Associate Companies.

A report on the performance and financial position of each of the Subsidiaries andAssociate Companies included in the Consolidated Financial Statements prepared by yourCompany as per Rule 8(1) of the Companies (Accounts) Rules 2014 forms part of the annualaccounts of each of the Subsidiary and Associate Companies which have been placed on thewebsite of your Company www.shristicorp.com and also forms part of Form AOC-1 pursuant toRule 5 of the Companies (Accounts) Rules 2014 which forms part of this Annual Report.Members interested in obtaining a copy of the annual accounts of the Subsidiaries andAssociate Companies may write to the Company Secretary at your Company's RegisteredOffice. The said report is not repeated here for the sake of brevity. The Subsidiaries ofthe Company function independently with an adequately empowered Board of Directors.

The names of Companies which have become or ceased to be subsidiaries joint venturesor associate companies during the year are given below:

Vindhyachal Attivo Food Park Private Limited has become a subsidiary of the Companyw.e.f. 8th September 2017. Further two Joint Ventures in form of partnership entities bynames of Shristi-Sam Lain-Yogi JV and Shristi-Sam Lain JV were constituted on 5th August2017 and 29th August 2017 respectively.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has in place a Policy for determining 'Material' Subsidiaries as perRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The said Policy is available on your Company's website www.shristicorp.com and alink to the same has been provided elsewhere in this Annual Report.

As on 31st March 2018 Shristi Hotel Private Limited (SHPL) is the material subsidiaryof your Company and in compliance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. Braja Behari Mahapatra IndependentDirector of the Company functions as a director on the Board of SHPL.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of your Company towhich the financial statements relate and the date of this report.

NON-CONVERTIBLE DEBENTURES

The Company had allotted 1450 Listed Rated Secured Redeemable Non-ConvertibleDebentures (NCDs) with a face value of ? 10 lakhs each aggregating to ? 145 crores (RupeesOne Forty Five Crores Only) by way of Private Placement on 30th November 2016 which is tobe redeemed on 30th November 2025. Interest on the said NCD was paid as per the relevantprovisions. The terms of NCD were changed during the year under review so as to include aput option upto a maximum amount of? 35 crores which can be exercised every year till 30thNovember 2025.

TRANSFER TO RESERVES

During the year under review no amount from profit was transferred to General Reserve.

DIVIDEND

In continued pursuit of distributing profits to shareholders your Directors haverecommended equity dividend of? 0.50 per share i.e. 5% for the financial year 2017-18(financial year 2016-17: ? 0.50). The dividend if approved by the Members at the 28thAnnual General Meeting of your Company will be paid to the shareholders subject toCorporate Dividend Tax to be paid by your Company. The dividend together with the dividenddistribution tax will entail a cash outflow of? 133.60 lakhs.

DEPOSIT

During the year under review your Company has not accepted any deposit from the publicwithin the ambit of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PROMOTER GROUP SHAREHOLDING

During the year under review there were no instances of acquisitions as well astransfer of shares amongst the Promoter / Promoters' Group of your Company resulting inany change in Company's Promoter / Promoters' Group shareholding. The aggregateshareholding of Promoter / Promoters' Group of your Company as on 31st March 2018 is asfollows:

SI. No. Name of the Promoter / Promoters' Group

Shareholding

No. %
1. Mr. Sujit Kanoria 100600 0.45
2. M/s. Adishakti Commercial Private Limited* 16538319 74.50
Total 16638919 74.95

*As on 31st March 2018 3080000 shares of M/s. Adishakti Commercial Private Limitedwere under pledge.

TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company transferred a sum of? 87791/- (RupeesEighty Seven Thousand Seven Hundred Ninety One only) to the Investor Education &Protection Fund (IEPF) of the Central Government being the dividend amount pertaining tothe FY 2009-10 which was due & payable and remained unclaimed and unpaid for a periodof 7 (seven) years in compliance with the provisions of Section 125 of the Companies Act2013. Further during the year under review 95805 equity shares amounting to ? 958050(Face Value) were transferred to the IEPF pertaining to the FY 2009-10.

GLOBAL OUTLOOK

According to the World Bank Global GDP is projected to accelerate to 3.1 percent in2018 from estimated 3 percent in 2017 and in 2019 it is projected to be 3 percent. Theestimates by International Monetary Fund (IMF) are more optimistic than the World Bankprojections IMF expects global economy to grow 3.9 percent both in 2018 and 2019 after anestimated growth of 3.6 percent in 2017. The World Bank accepts the Emerging Market &Developing Economies (EMDEs) to be the main drivers of global growth. According to WorldBank forecasts the EMDEs after registering a 4.3 percent growth rate in 2017 will clock agrowth rate of 4.5 percent in 2018 and thereafter growth rate will further strengthen to4.7 percent in 2019. The advanced economies (AEs) after growing at 2.3 percent growthrate in 2017 are expected to clock a growth rate of 2.2 percent in 2018 and then furtherslow down to 1.9 percent in 2019.

INDIAN SCENARIO

India's GDP growth for the year ended 31st March 2018 stood at 6.7% a bit higher thanpreviously estimated by Central Statistics Organization (CSO). After short termdisruptions caused by major reforms such as GST and Demonetization the economy is onrebound and is likely to achieve higher growth targets. As per the Economic Survey2017-18 the Indian economy should grow between 7 and 7.5 per cent in FY 2018-19.According to The World Bank the Indian economy will grow likely at 7.3 per cent in2018-19 and 7.5 per cent in 2019-20. As per Boston Consulting Group (BCG) report India isexpected to be the third largest consumer economy as its consumption may triple to USD 4trillion by 2025 owing to shift in consumer behavior and expenditure pattern.

On the macroeconomic front the Government had to slightly relax the fiscal deficittarget as most of this growth has been fueled by government spending. The same wasthankfully buffered by record high foreign exchange reserve of USD 425 billion. Indiacontinues to figure among the top recipients of FDI in greenfield projects which is anendorsement of the fact that the global investor community is interested in the IndiaGrowth Story. India has improved its ranking on various parameters like Ease of Doingbusiness Competitiveness Innovation and Logistics Performance. Recently for the firsttime in 14 years credit rating agency Moody's has upgraded India's sovereign ratingwhich is a major boost for investor confidence. Though The Insolvency and Bankruptcy Code(IBC) introduced by the government to address the bad loans problem is still evolvinghowever it has been ensuring quicker resolution of stressed assets. It seems that after ayear of disruptions the Indian economy is consolidating its gains from the recent reformsand is moving in the right direction.

INDUSTRY OVERVIEW

Infrastructure sector is a key driver for the Indian economy. The sector is highlyresponsible for propelling India's overall development and enjoys intense focus fromGovernment for initiating policies that would ensure time-bound creation of world classinfrastructure in the country. Infrastructure sector includes power roads urbaninfrastructure development etc. Foreign Direct Investment (FDI) received in ConstructionDevelopment sector (townships housing built up infrastructure and constructiondevelopment projects) from April 2000 to December 2017 stood at approx. USD 25 billionaccording to the Department of Industrial Policy and Promotion (DIPP). India has arequirement of investment worth USD 778 billion in infrastructure by 2022 to havesustainable development in the country.

The construction industry ranks third among the 14 major sectors in terms of directindirect and induced effects in all sectors of the economy. The real estate sector is oneof the most globally recognized sectors. In India real estate is the second largestemployer after agriculture and is slated to grow at 30 per cent over the next decade. Thereal estate sector comprises four sub sectors - housing retail hospitality andcommercial. The growth of this sector is well complemented by the growth of the corporateenvironment and the demand for office space as well as urban and semi-urbanaccommodations. The real estate sector has had its own set of challenges in recent years.In FY 2016-17 it was affected adversely due to sudden announcement of demonetisation andthereafter in FY 2017-18 it witnessed implementation of several changes which were aimedat transforming and streamlining the economy including the real estate. These included themuch awaited Real Estate (Regulation and Development) Act and Goods and Services Tax.These changes are likely to bring in long term gain however in the immediate term itposed considerable challenges for the sector.

BUSINESS OUTLOOK AND FUTURE PLANS

Under Union Budget 2018-19 massive push has been given to the infrastructure sector byallocating USD 92 billion for the sector. A number of sector specific initiatives havebeen taken during the year under review to attract private investments intoinfrastructure. There are renewed efforts to bring in necessary changes in the SpecialEconomic Zone (SEZ) policy to address the concerns of present and potential investors.Affordable housing which was given infrastructure status last year has been providedfurther impetus by creating a dedicated fund under the National Housing Bank. Further thedecision to create 42 Mega Food Parks and increased focus on capital expenditure on waterand waste water infrastructure augurs well for the Company. In order to boost theconstruction of buildings in the country the Government of India has decided to come upwith a single window clearance facility to accord speedy approval of constructionprojects. As per reports the sector is gaining optimism on the back of reforms like RERAand GST and is expected to do well in the year 2018-19. The Indian real estate market isexpected to touch USD 180 billion by 2020. Housing sector is expected to contribute around11 percent to India's GDP by 2020 that is almost double of its present contribution toGDP. Retail hospitality and commercial real estate are also growing significantlyproviding the much-needed infrastructure for India's growing needs.

RISK & CONCERNS

Your Company recognises that risks is an inherent part of its business and has to bemanaged in manner such that the potential range of outcomes are within acceptableboundaries. Risks are generally classified into two categories namely those which arebeyond the control of the Company and those which are within the control of the Company.Your Company is exposed to risks such as economic regulatory taxation and environmentalrisks and also the investment outlook towards the Indian infrastructure & real estatesector. Some of the risks that may arise in the normal course of its business and impactits ability for future developments inter-alia include credit risk liquidity riskregulatory risk and market risk. Your Company has appropriate risk management systems inplace for identification and assessment of risks measures to mitigate them andmechanisms for their proper and timely monitoring and reporting. The Board periodicallyreviews implementation and monitoring of the risk management plan for the Companyincluding identification therein of elements of risks if any which in the opinion of theBoard may threaten the existence of the Company. Regulation 21 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 regarding formation of RiskManagement Committee is not applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions under Section 135 of the Companies Act 2013 read with the Rules madethereunder are not applicable as the Company is not meeting any criteria specifiedtherein. However in line with its social commitments the Company carried out various CSRactivities for old age home differently abled persons medical care etc.

INTERNAL CONTROLS AND AUDIT

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportablematerial weakness was observed. Internal control systems and process level checks andbalances are reviewed and updated on a continuous basis. The internal control issupplemented by an extensive program of internal audit reviewed by the Managementdocumented policies guidelines and procedures. Significant audit observations andcorrective actions thereon are presented to the Audit Committee. Based on the report ofInternal Audit corrective actions are undertaken in the respective areas therebystrengthening and maintaining a healthy Internal Control System.

HUMAN RESOURCES

Shristi firmly believes that its employees are one of the most valuable resources. Onlyhighly motivated employees can enable the Company to meet and exceed the expectations ofvarious stakeholders including customers and investors. Employees are encouraged todevelop their respective individual development plans and continuous learning processeshelp them to perform better. In terms of building organizational capability and peopledevelopment your Company nominated employees for various training sessions during theyear. Your Company creates and maintains a supportive environment to attract andcultivate the very best talent in this business. Employer Branding of Shristi ismaintained and leveraged through a well-knit winning embrace of Talent AcquisitionTalent Management & Talent Engagement that provides the competitive edge to theCompany in adding agility and ability through continuous capability building mechanismthat imparts sustainable human capital advantage in today's dynamic turbulent businesslandscape. The details relating to employees have been mentioned elsewhere in this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements. The report on Corporate Governance asstipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time forms an integralpart of this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the report onCorporate Governance.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of Annual Returnof the Company for the financial year ended 31st March 2018 in Form MGT-9 is annexedherewith as ANNEXURE-I to this Report.

AUDIT COMMITTEE

The Audit Committee as on 31st March 2018 comprises of Mr. Sakti Prasad Ghosh Mr.Dipak Kumar Banerjee Mr. Kailash Nath Bhandari and Mr. Braja Behari MahapatraIndependent Directors of the Company. Mr. Sakti Prasad Ghosh Independent Director is theChairman of the Audit Committee. The Company Secretary of your Company acts as theSecretary to the Audit Committee. The terms of reference of the Audit Committee and otherdetails has been provided in the Corporate Governance Section forming a part of thisReport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations And Disclosure Requirements) Regulations your Company has formulated theVigil Mechanism/ Whistle Blower Policy to deal with instances of unethical and / orimproper conduct and actioning suitable steps to investigate and correct the same. Thesaid Policy is available on your Company's website www. shristicorp.com and a link to thesaid Policy has been provided elsewhere in this Annual Report.

DISCLOSURE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres within its officepremises. The Company has in place a policy against Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee is set up to redress any complaintsreceived and are monitored by line supervisors. All employees are covered under thepolicy. There was no complaint received from any employee during the financial year2017-18 and hence no complaint is outstanding as on 31st March 2018 for redressal.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company being an infrastructure company is exempted from the provisions asapplicable to loans guarantees and securities under Section 186 of the Companies Act2013. The details of investments are provided in the notes to the Standalone FinancialStatements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions of your Company are entered in the ordinary courseof business and are on arm's length basis and are in compliance with the applicableprovisions of the Companies Act 2013 and SEBI Listing Regulations 2015. There are nomaterially significant transactions entered into by your Company with Promoters Directorsor Key Managerial Personnel (KMPs) which have potential conflict with the interest ofyour Company at large. Your Company has not entered into any material related partytransactions with any of its related parties during the FY 2017-18 without requisiteapproval of the shareholders. Members may refer to the notes to the financial statementsfor details of related party transactions.

Since all related party transactions entered into by your Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to yourCompany. The related party transactions are entered into based on considerations ofvarious business exigencies such as synergy in operations legal requirements liquidityand capital resources of subsidiaries and associates.

In terms of Regulation 23(2) of SEBI Listing Regulations 2015 your Company obtainedprior approval of the Audit Committee for entering into transactions with related partiesas applicable. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The statement is supported by the Certificate from the Chief Financialofficer (CFO) of your Company. A Related Party Policy has been devised by your Company fordetermining the materiality of transactions with related parties and dealings with them.The said Policy is available on your Company's website www.shristicorp.com and a link tothe same has been provided elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of remuneration of employees pursuant to Section 197(12)read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are set out as annexures to the Boards' Report and forms part of this AnnualReport as ANNEXURE-II.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Particulars of statement under Rule 8 of Companies (Accounts) Rules 2014 forconservation of Energy Technology absorption are not given as the Company has notundertaken any manufacturing activity. During the year under review the total foreignexchange earnings and expenditure of your Company was NIL and ? 16.97 lakhs respectively(previous year NIL and ? 24.95 lakhs respectively).

STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. G. P. Agrawal & Co. Chartered Accountants (ICAI Registration Number-302082E)have been appointed as Statutory Auditors of the Company for a term of 5 consecutive yearsfrom the conclusion of the 27th Annual General Meeting till the conclusion of the 32ndAnnual General Meeting to be held in 2022 at such remuneration as agreed upon between theBoard of Directors of the Company and the Auditors.

The requirement to place the matter relating to ratification of appointment ofStatutory Auditors by members at every Annual General Meeting has been done away with videnotification dated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment of Statutory Auditors in theensuing Annual General Meeting.

The notes of the financial statements referred to in the Auditors' Report issued byM/s. G. P. Agrawal & Co. for the financial year ended on 31st March 2018 areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under the Boardhas appointed M/s. K. Arun & Co. Company Secretaries to conduct Secretarial Audit forthe Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31stMarch 2018 is annexed herewith marked as ANNEXURE-III to this Report. The SecretarialAudit Report for the financial year ended 31st March 2018 does not contain anyqualification reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board

There was no change in the composition of Board of Directors and the Key ManagerialPersonnel of the Company during the year under review.

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

Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Sunil Jha Managing Director(DIN: 00085667) is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

Performance Evaluation and meeting of Independent Directors

The performance evaluation of the Board its Chairman and the Non-Independent Directorswere carried out by the Independent Directors taking into account the views of theExecutive Directors and Non-Executive Directors. The Nomination & RemunerationCommittee (NRC) also carried out evaluation of every director's performance. The Boardcarried out evaluation of its own performance and that of its Committees as well asevaluation of performance of the Directors individually. The performance evaluation of theIndependent Directors was also carried out by the entire Board (excluding the directorbeing evaluated). This exercise was carried out through a structured questionnaire basedon the criteria formulated by the NRC and in context of the Guidance Note issued by SEBIdated January 5 2017. The evaluation framework focused on various aspects of the Boardand Committees such as review timely information from management etc. Also theperformance of individual directors was divided into Executive Non-Executive andIndependent Directors and based on the parameters such as contribution attendancedecision making external knowledge etc. The result of evaluation was satisfactory andmeets the requirements of the Company.

Nomination & Remuneration Policy

As approved by the Board of Directors of your Company the Company has in place aNomination & Remuneration Policy containing the criterial for determiningqualifications positive attributes and independence of a Director and policy relating toremuneration for Directors Key Managerial Parsonnel and other employees. The Nomination& Remuneration for Directors Key Managerial Personnel and other employees of theCompany is available on your Company's website www.shristicorp.com and a link to the saidPolicy has been provided elsewhere in this Annual Report.

Familiarization Programme

In compliance with the provisions of the Listing Regulations your Company facilitatesvarious programmes/sessions to familiarize Independent Directors with respect to thenature of the industry in which the Company operates business model of the Company theroles rights and responsibilities of Independent Directors etc. The details of suchprogramme and related matters are put up on the website of the Company atwww.shristicorp.com and a link to the said Policy has been provided elsewhere in thisAnnual Report.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors to the best of their knowledge and ability confirmthat:

(a) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Your Company has complied with all applicable provisions of the Secretarial Standardsissued by The Institute of Company Secretaries of India (ICSI) on Board Meetings andGeneral Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

SHRISTI WEBSITE

The website of your company www.shristicorp.com carries a comprehensive database ofinformation of interest to the investors including the corporate profile and businessactivities of your Company and the various projects which are handled by your Company. Theparticulars contained on the website mentions details of the Projects/ developments undertaken by the Company including depicting banners/ posters of the Project. The contents arebeing modified in terms of the stipulations /recommendations under the Real EstateRegulation Act 2016 and Rules made there under ("RERA") and accordingly may notbe fully in line thereof as of date as all the states have not come out with therespective rules.

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Dipak Kumar Banerjee
Place: Kolkata Chairman
Date: 21st May 2018 DIN:00028123