MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors are pleased to present the 30th Annual Report together with the AuditedFinancial Statements of your Company for the Financial Year ended March 31 2020. Thesummarized standalone and consolidated financial performance of your Company is as under:
| || |
|Particulars ||Year Ended 31st March 2020 ||Year Ended 31st March 2019 ||Year Ended 31st March 2020 ||Year Ended 31st March 2019 |
|Total Revenue ||9191.51 ||7080.41 ||35342.01 ||31151.83 |
|Total Expenses (Excluding Finance Cost Depreciation and Amortization) ||3888.65 ||2496.12 ||29097.29 ||25167.51 |
|Earnings Before Finance Cost Depreciation Tax and Amortization (EBIDTA) ||5302.86 ||4584.29 ||6244.72 ||5984.32 |
|Less: Finance Cost ||5086.08 ||4419.35 ||11776.69 ||6779.30 |
|Earnings Before Depreciation Tax and Amortization (EBDTA) ||21216.79 ||164.94 ||(5531.97) ||794.98 |
|Less: Depreciation and Amortization ||13.77 ||14.22 ||1589.76 ||2477.44 |
|Earning Before Tax and Share of Profit / (Loss) of Associates and Joint Ventures ||203.01 ||150.72 ||(7121.73) ||(3272.42) |
|Share of Profit / (Loss) of Associates & Joint Ventures ||- ||- ||(317.73) ||(47.62) |
|Profit Before Tax (PBT) ||203.01 ||150.72 ||(7439.46) ||(3320.04) |
|Less: Current Tax ||(26.27) ||42.00 ||159.52 ||277.29 |
|Deferred Tax ||120.73 ||(16.71) ||1489.20 ||(1497.55) |
|Profit for the year ||108.55 ||125.43 ||(9088.18) ||(2099.78) |
|Other Comprehensive Income ||3.62 ||(1.48) ||10.66 ||4.96 |
|Total Comprehensive Income for the year ||112.17 ||123.95 ||(9077.52) ||(2094.82) |
In continued pursuit of distributing profits to shareholders your Directors haverecommended an equity dividend of Re. 0.25 per share i.e. 2.5% for the financial year2019-20 (financial year 2018-19: Re 0.25). The dividend if approved by the Members at the30th Annual General Meeting of your Company will be paid to the shareholders as per thenew tax regime and no dividend distribution tax would apply to your Company.
BUSINESS AND OPERATIONS REVIEW
Your Company is having interests in the business of infrastructure constructiondevelopment & real estate (including hospitality). Such businesses are carried oneither by the Company directly and/or also through its various subsidiaries jointventures & associates which are collectively referred to as "Shristi Group"or "Shristi". Shristi commenced its operations in the year 1999 and ever sincehas focused on creating value and timely delivery to all its clients and the people ofIndia.
During the year under review the total revenue (approx. figures stated) of the Companyon a standalone basis has increased by 22.97% i.e. from Rs.7080.41 to Rs. 9191.51 andProfit before Tax have increased by 25.76% i.e. from 150.72 to 203.02. On a consolidatedbasis the total revenue of the Company has grown by 13.45% i.e. from Rs 31151.83 to Rs35342.03. However on a consolidated basis the Company has incurred a loss ofRs.7439.46 lakhs as compared to the loss of Rs. 3320.04 of the previous year. The sameis due to the interest cost incurred in Sarga Hotel Private Limited (formerly known asShristi Hotel Private Limited) a material subsidiary of the Company which has developed"The Westin" Hotel. The said hotel which started its first phase in September2017 is now fully operational with its inventory of 304 rooms and has reported positiveEBITDA for the year.
Since hospitality business represents a distinct line of business having differingfinancial needs and strategic imperatives from the other companies of the Company whichcan be better addressed by separation of the hospitality business and the other companiesunder two focused entities a Scheme of Arrangement pursuant to section 230 232 and otherapplicable provisions of the Companies Act 2013 was filed in NCLT for approval of (1)Amalgamation of East Kolkata Infrastructure Development Private Limited (a wholly-ownedsubsidiary of the Company) with the Company so that real estate development business of awholly-owned subsidiary of the Company can be combined and carried on together with thereal estate development business of the Company more effectively and (2) Demerger ofhospitality business of the Company to Vipani Hotels & Resorts Limited (a wholly-ownedsubsidiary of the Company). Since the said scheme is pending at NCLT for approval henceno effect of the same has been given in Financial Statements.
Further as on date of this report the Board of Directors of the Company have decidednot to pursue the scheme mentioned above of arrangement filed before Honble NCLT KolkataBench.
SUBSIDIARIES AND ASSOCIATE COMPANIES
The Statement in Form AOC-1 containing the salient features of the financial statementsof your Companys Subsidiaries and Associate Companies pursuant to the proviso to Section129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules2014 forms part of the Annual Report. Further in line with Section 129(3) of the Actread with the Rules above SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and in accordance with the Indian Accounting Standards ConsolidatedFinancial Statements prepared by your Company include financial information of itsSubsidiaries 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 Subsidiaries 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 Companys Registered Office.The said report is not repeated here for the sake of brevity. The Subsidiaries of theCompany function independently with an adequately empowered Board of Directors. Duringthe year Medi-Net Services Private Limited and Avarsekar Realty Private Limited haveceased to be subsidiary of the Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Company has placed a Policy for determining Material Subsidiaries as per Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thesaid policy is available on your Companys website www.shristicorp.com and a linkto the same has been provided in this Annual Report.
As on March 31 2020 Sarga Hotel Private Limited (formerly known as Shristi HotelPrivate Limited) is the material subsidiary of your Company and in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Mr.Braja Behari Mahapatra Independent Director of the Company functions as a Director on theBoard of Sarga Hotel Private Limited.
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 the Company towhich the financial statements relate and the date of this report other than notes 31 inthe financial statements.
The Company had allotted 1450-Listed Rated Secured Redeemable Non-ConvertibleDebentures (NCDs) with a face value of Rs.10 lakhs each aggregating to Rs.145 crores(Rupees One Hundred Forty Five Crores Only) by way of Private Placement on November 302016 which are due to be redeemed on November 30 2026. Interest on the said NCD was paidas per the terms & conditions. The names of NCD also include a put option up to amaximum amount of Rs.35 crores which can be exercised every year till November 30 2025.
TRANSFER TO RESERVES
During the year under review no amount from the profit was transferred to GeneralReserve.
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.
KEY FINANCIAL INDICATOR
The details of significant changes (i.e. change of 25% or more as compared toimmediately previous financial year) in key financial ratios along with detailedexplanations thereof are given as below:
|Particulars ||FY 2019-20 ||FY 2018-19 ||Remarks |
|Debtors Turnover ||3.15 ||1.43 ||Debtors Turnover ratio has improved on account of realization from debtors. |
|Inventory Turnover ||0.22 ||0.03 ||Inventory Turnover ratio has improved on account of increase in turnover. |
|Current Ratio ||2.43 ||1.93 ||Current Ratio has improved due to increase in current assets and decrease in current liabilities. |
|Interest Coverage Ratio ||1.04 ||1.04 ||- |
|Debt Equity Ratio ||1.48 ||1.20 ||Debt Equity Ratio has increased as the Company needed more borrowings for the on- going projects. |
|Operating Profit Margin (%) ||57.5 ||68 ||Operating Profit Margin shows decline due to cost escalation. |
|Net Profit Margin (%) ||1.18 ||2.46 ||Net Profit Margin shows decline due poor Operating Profit. |
|Return on Networth (%) ||0.32 ||0.45 ||Return on Networth has declined due to decline in Net Profit Margin . |
The Company has adopted Indian Accounting Standards (referred to as .IND AS.) notifiedunder the Companies (Indian Accounting Standards) Rules 2015 (as amended) read withSection 133 of the Companies Act 2013 with effect from April 1 2017 and therefore IND ASissued notified and made effective till the financial statements have been considered forthe purpose of preparation of these financial statements.
PROMOTER GROUP SHAREHOLDING
During the year under review there were no instances of acquisitions as well as thetransfer of shares amongst the Promoter/Promoters Group of your Company resulting in nochange in Companys Promoter/Promoters Group shareholding. The aggregate shareholding ofPromoter/Promoters Group of your Company as on March 31 2020 is as follows:
|Sl. 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 March 31 2020 3080000 shares of M/s. Adishakti Commercial Private Limited wereunder pledge.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review your Company transferred a sum of Rs. 39727/- (RupeesThirty-Nine Thousand Seven Hundred Twenty Seven only) to the Investor Education &Protection Fund (IEPF) of the Central Government being the dividend amount pertaining tothe FY 2011-12 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 equity shares amounting to Rs.168960/- (OneLakh Sixty Eight Thousand Nine Hundred Sixty only) were transferred to the IEPF pertainingto the FY 2011-12.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions under Section 135 of the Companies Act 2013 read with the Rules madethere under are not applicable as the Company is not meeting any criteria specifiedtherein. However the Company carried out various CSR activities concerning CoVID-19pandemic.
INTERNAL CONTROLS AND AUDIT
The Company has place adequate internal financial controls concerning the financialstatements which were tested and no reportable material weakness was observed. Internalcontrol systems and process level checks and balances are reviewed and updatedcontinuously. The internal control is supplemented by an extensive program of internalaudit reviewed by the management documented policies guidelines and procedures.Significant audit observations and corrective actions thereon are presented to the AuditCommittee. Based on the report of the Internal Audit corrective actions are undertaken inthe respective areas thereby strengthening and maintaining a healthy Internal ControlSystem.
Shristi firmly believes that its employees are one of the most valuable resources.Employees are encouraged to develop their respective individual development plans andcontinuous learning processes help them to perform better. Your Company creates andmaintains an environment to attract and cultivate the very best talent in this business.Employer Branding of Shristi is maintained and leveraged through a well-knit winningembrace of Talent Acquisition Talent Management & Talent Engagement. This provides acompetitive edge to the Company in adding agility and ability through continuouscapability building mechanism.
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.
DETAILS OF BOARD & COMMITTEE MEETINGS
During the Financial Year 2019-20 7(seven) Board Meetings were held and the detailsof such Board Meetings including the Committee Meetings have been furnished in theCorporate Governance Report forming part of this Annual Report. The intervening gapbetween any two Meetings was within the period prescribed by the Companies Act 2013 andthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
The Company currently has the following Committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Committee of Directors
5. Share Transfer Committee
6. Internal Complaint Committee
The details concerning the composition terms of reference numbers of Meetings heldetc. of the Board Committees are provided in the Report on Corporate Governance formingpart of this Annual Report.
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 Admininstration) Rules 2014 an extract of Annual Returnof the Company for the financial year ended March 31 2020 in Form MGT-9 is annexedherewith as Annexure I to this report. Annual Return will be available on thewebsite of the Company at the link: https://www.shristicorp.com/shareholders-information-and-updates/
VIGIL MECHANISM / WHISTLEBLOWER 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 2015 your Company has formulated theVigil Mechanism/ Whistle Blower Policy to deal with instances of unethical and/or improperconduct and actioning suitable steps to investigate and correct the same. The said policyis available on your Companys website www.shristicorp.com and a link to the said policyhas 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 year2019-20 and hence no complaint is outstanding as on March 31 2020 for redressal.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company being an infrastructure company is exempted from the provisions asapplicable to investments loans guarantees and securities under Section 186 of theCompanies Act 2013.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on an armslength basis. During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.However there were materially significant related party transactions as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in pursuance to the revisedapproval by Shareholders in the 29th Annual General Meeting held on September 27 2019and approval has been given through Postal Ballot dated March 30 2020.
In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has obtained prior approval of the Audit Committee forentering into any transaction with related parties. The Audit Committee also reviews allrelated party transactions every quarter. Since all related party transactions enteredinto by your Company were in the ordinary course of business and were on an arms lengthbasis Form AOC-2 does not apply to your Company. The related party transactions areentered into based on considerations of various business exigencies such as synergy inoperations legal requirements liquidity and capital resources of subsidiaries andassociates.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on your Companys website www.shristicorp.comand a link to the said policy has been provided elsewhere in this Annual Report. YourDirectors draw the attentions of the members to Notes to the Standalone FinancialStatements which sets out related party disclosures.
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 Directors Report and forms part of this AnnualReport as Annexure-II.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Particulars of the statement under Rule 8 of Companies (Accounts) Rules 2014 for theconservation of Energy Technology absorption is not given as the Company has notundertaken any manufacturing activity During the year under review the total foreignexchange expenditure of your Company was Rs. 6.60 lakhs (previous year Rs.5.14 lakhs).
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. G. P. Agrawal & Co. Chartered Accountants (ICAI Registration Number-302082E)had been appointed as Statutory Auditors of the Company for a term of 5 consecutive tiveyears from the conclusion of the 27th Annual General Meeting to fill the end of the 32ndAnnual General Meeting to be held in the year 2022 at such Remuneration as agreed uponbetween the Board of Directors of the Company and the Auditors from time to time.
M/s. G. P. Agrawal & Co. Chartered Accountants have given a modified opinion onthe Standalone and Consolidated Financial Statements of the Company for the Financial Yearended on 31st March 2020 regarding investments of Rs. 25631.90 lakh made by the Companyin four subsidiaries and one joint venture company as at 31st March 2020 due to absenceof valuation report of the above investments. The Boards comment on the modified opiniongiven by the Statutory Auditors of the Company on the Standalone and ConsolidatedFinancial Statements of the Company for the Financial Year ended on 31st March 2020 thatthe Management could not complete the process of valuation due to lockdown on account ofCovid-19 pandemic and this has been also covered under notes to accounts of standalone andconsolidated financial statements no. 31(16) & (17) forming part of the Annual Report.Further the Auditors have also provided for emphasis of matter in the Auditors Reportwhich are self- explanatory.
The notes to financial statements referred to in the Auditors Report issued by M/s. G.P. Agrawal & Co. for the financial year ended March 31 2020 are self-explanatoryand do not call for any further comments. The Auditors have not reported any matter underSection 143(12) of the Act; therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
In terms of Section 204 of the Companies Act 2013 and Rules made there under theBoard has appointed M/s. K. Arun & Co. practising Company Secretaries to conductSecretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report for thefinancial year ended March 31 2020 is annexed herewith marked as Annexure III tothis Report. The Secretarial Audit Report for the financial year ended March 31 2020does not contain any qualification reservation or adverse remark.
During the year M/s. D. Radhakrishnan & Co. Cost Accountants (Firm Regn. No.000018) Cost Accountants were appointed as Cost Auditors of the Company for theFinancial Year ended 2019-20 for conducting the audit of cost records of the Company. YourCompany is maintaining the requisite cost records and the Cost Audit Report for the FY2019-20 shall be filed with the Ministry of Corporate Affairs in due course.
As per provisions of the Act the remuneration payable to cost auditors is required tobe placed before the members in a general meeting for ratification. Accordingly aresolution seeking members ratification for the remuneration payable to M/s D.Radhakrishnan & Co. Cost Accountants for FY 2019-20 was included in the noticeconvening the 29th AGM and subsequently ratified by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board
There was no change in the composition of the Board of Directors of the Company duringthe year under review.
Based on the recommendation of Nomination and Remuneration Committee and subject to theapproval of the Members of your Company the Board of Directors of your Company furtherrecommend re-appointment of Dr. Srabani Roy Choudhury as Independent Directors of theCompany not liable to retire by rotation for the second term of 5 (tive) years.
Further based on the recommendation of Nomination and Remuneration Committee andapproval of the members of the Company through Postal Ballot dated March 30 2020 theBoard of Directors of your Company re-appointed of Mr. Sunil Jha as Managing Director ofthe Company for period of 3 (three) years liable to retire by rotation for a term of 3(three) consecutive years.
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.
Key Managerial Personnel
As on the date of this Report Mr. Sunil Jha (DIN: 00085667) Managing Director Mr.Badri Kumar Tulsyan (DIN: 02447595) Director Finance and Chief Financial Officer and Mr.Krishna Kumar Pandey Company Secretary & Compliance Officer are the Key ManagerialPersonnel as per the provisions of the Act and rules made there under.
Mr. Manoj Agarwal VP (Corporate Affairs) Company Secretary & Compliance Officerof the Company has resigned with effect from the closing of business hours on June 152020.
Based on the recommendation of Nomination and Remuneration Committee the Board hasappointed Mr. Krishna Kumar Pandey as Company Secretary & Compliance Officer of thecompany w.e.f June 16 2020.
Performance Evaluation and meeting of Independent Directors
The performance evaluation of the Board its Chairman and the Non-IndependentDirectors were carried out by the Independent Directors taking into account the views ofthe Executive Directors and Non-Executive Directors.
The Nomination & Remuneration Committee (NRC) also carried out an evaluation ofevery directors performance. The Board carried out an evaluation of its own performanceand that of its Committees as well as evaluation of the performance of the Directorsindividually. The performance evaluation of the Independent Directors was also carried outby the entire Board (excluding the director being evaluated). This exercise was based onthe criteria formulated by NRC and in context of the Guidance Note issued by SEBI datedJanuary 5 2017. The evaluation framework focused on various aspects of the Board andCommittees such as review timely information from management etc. Also the performanceof individual directors was divided into Executive Non-Executive and IndependentDirectors and based on the parameters such as contribution attendance decision makingexternal knowledge etc. The result of the evaluation was satisfactory and meets therequirements of the Company.
Nomination & Remuneration Policy
As approved by the Board of Directors of your Company the Nomination &Remuneration Policy for Directors Key Managerial Personnel (KMPs) and Senior ManagementPersonnel (SMPs) of the Company which broadly lays down principles of remunerationincluding transparency flexibility performance-driven remuneration etc. and covers theprocedure for selection appointment and compensation structure of Board members KeyManagerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. Thesaid policy was last revised on May 26 2019 and is available on your Companys websitewww.shristicorp.com and a link to the said policy has been provided elsewhere in thisAnnual Report.
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 the business model of the Companythe roles rights and responsibilities of Independent Directors etc.
The details of the programme for familiarization of Independent Directors with theCompany their roles rights and responsibilities in the Company nature of the industryin which the Company operates the business model of the Company and related matters areput up on the website of the Company at www.shristicorp.com and a link to the said policyhas been provided elsewhere in this Annual Report.
Directors Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give an accurate 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/Tribunalswhich would impact the going concern status of the Company and its future operationsother than note 31.15 in the financial statements.
COVID - 19 PANDEMIC
The Covid-19 pandemic (coronavirus) situation came as an unprecedented health situationin the country in the month of January 2020. Subsequently the Central and StateGovernments has imposed lockdown restrictions in the whole country in the last week ofMarch 2020 where the Government has advised Corporates for "Work From HomePolicy" for their offices/sites. During the lockdown period the employees of theoffices including site offices are being worked from home. The Corporate office of theCompany resumed functioning with minimum strength after the subsequent guidelines from theState/Central Government. While working in the lockdown period the Company is complyingwith all the norms related to social distancing thermal scanning wearing of face maskproper sanifization and hygiene at all its office locations including sites with acondition to safeguard the health of the employees/workers/laborers at priority.
According to data released by the National Statistical Office (NSO) the Indian economygrew by 4.2% in 2019-20 against 6.1% expansion in 2018-19. The economic growth slowed toan 11-year low of 4.2% in 2019-20. As per the advance estimates for 2019-20 the growth inreal GDP during 2019-20 is estimated at 5 per cent as compared to 6.8 per cent in 2018-19.The estimated growth of real gross value added (GVA) in 2019-20 is 4.9 per cent as against6.6 per cent in 2018-19. IMF remains one of the few institutions which still foreseeIndias economy growing. It pegged growth at 1.9 per cent in 2020-21 and is likely to see acontraction in the economy. However Indias economy is expected to bounce back in 2021.
Infrastructure sector is a key driver for the Indian economy. The sector is key topropelling Indias overall development and enjoys attention from the Government forinitiating policies to create world-class infrastructure in the country. Infrastructuresector includes power roads urban development etc. India has a requirement of investmentworth USD 700 billion in infrastructure by 2022 to have sustainable development in thecountry. The construction industry ranks third among the fourteen major sectors in termsof direct indirect and induced effects in all sectors of the economy. In India realestate is the second largest employer after agriculture and is slated to grow at 30 percent over the next decade. The real estate sector comprises four sub sectors-housingretail hospitality and commercial. The real estate sector has had its own set ofchallenges in recent years as it has witnessed several changes aimed at transforming andstreamlining the economy including the real estate. These changes are likely to bring inlong term gain; however in the immediate term it poses challenges for the sector.
The government has been at the forefront of stepping up investment for theinfrastructure sector. Private sector participation in infrastructure investment is yet topick up despite a number of initiatives taken by the government. The infrastructure sectorhas become the biggest focus area for the Government of India in Union Budget 2020-21.According to the Department for Promotion of Industry and Internal Trade (DPIIT)construction development and infrastructure activities sectors received FDI inflow in2019-20. The management of your Company is convinced that India will continue to surgeahead of its peers.
OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS
In order to sustain the growth momentum and to create jobs the government has beenproactively spending on infrastructure creation. Further your Company is also engaged inthe business of improving water supply and sanitation and the Company is hopeful ofdecent growth in this business due to modernization & capacity augmentation of sewerand water lines and the advent of smart city mission in India.
THREATS RISK & CONCERNS
Your Company is exposed to risks such as economic taxation and environmental risks andalso the investment outlook towards the Indian infrastructure & real estate sector.The real estate sector is also heavily dependent on various statutory approvals requiredfrom central state & local governments and any delay in obtaining approvals canwarrant revised scheduling of project timelines. Some of the risks that may arise in thenormal course of its business and impact its ability for future developments inter-aliainclude credit risk liquidity risk regulatory risk and market risk. Your Company hasappropriate risk management systems in place for identification and assessment of risksmeasures to mitigate them and mechanisms for their proper and timely monitoring andreporting. Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 regarding the formation of the Risk Management Committee is notapplicable to your Company.
The website of your Company www.shristicorp.com carries a comprehensivedatabase of information of interest to the investors including the corporate profile andbusiness activities of your Company and the various projects which are handled by yourCompany. The particulars contained on the website mentions details of theProjects/developments undertaken by the Company including depicting banners/posters ofthe Project. The contents are being modified in terms of the stipulations/recommendationsunder the Real Estate Regulation Act 2016 and Rules made there under ("RERA")and accordingly may not be fully in line thereof as of the date as all the states have notcome out with the respective rules West Bengal Housing Industry Regulatory Act 2017.
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 vendors bankers shareholders and advisers 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 of Directors |
| ||Sunil Jha ||Sakti Prasad Ghosh |
|Place: Kolkata ||Managing Director ||Director |
|Date: 27th July 2020 ||DIN:00085667 ||DIN:00183802 |