Your Directors are pleased to present the 32nd Board's Report together with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2022. Thesummarized standalone and consolidated financial performance of your Company is as under:
(Rs in lakhs)
| ||Standalone ||Consolidated |
|Particulars ||Year Ended 31st March 2022 ||Year Ended 31st March 2021 ||Year Ended 31st March 2022 ||Year Ended 31st March 2021 |
|Total Revenue ||3888.85 ||6128.98 ||28456.11 ||28117.19 |
|Total Expenses (Excluding Finance Cost Depreciation and Amortization) ||2828.45 ||1401.16 ||25906.01 ||24925.86 |
|Earnings Before Finance Cost Depreciation Tax and Amortization (EBIDTA) ||1060.40 ||4727.82 ||2550.10 ||3191.33 |
|Less: Finance Cost ||6276.60 ||6159.36 ||20713.68 ||6534.35 |
|Earnings Before Depreciation Tax and Amortization (EBDTA) ||(5216.20) ||(1431.54) ||(18163.58) ||(3343.02) |
|Less: Depreciation and Amortization ||17.29 ||12.65 ||2573.95 ||2537.80 |
|Earnings Before Tax and Share of Profit / (Loss) of Associates and Joint Ventures ||(5233.49) ||(1444.19) ||(20737.53) ||(5880.82) |
|Share of Profit / (Loss) of Associates & Joint Ventures ||- ||- ||(2066.24) ||(1.43) |
|Less: Exceptional items ||- ||(13831.87) ||- ||(431.90) |
|Profit Before Tax (PBT) ||(5233.49) ||(15276.06) ||(22803.77) ||(6314.15) |
|Less:Current Tax ||- ||0.89 ||12.63 ||37.94 |
|Deferred Tax ||261.32 ||604.17 ||(1441.31) ||2504.04 |
|Profit for the year ||(5494.81) ||(15881.12) ||(21375.09) ||(8856.13) |
|Other Comprehensive Income ||4.34 ||(6.21) ||(48.88) ||(27.42) |
|Total Comprehensive Income for the year ||(5490.47) ||(15887.33) ||(21423.97) ||(8883.55) |
The Board has not recommended any dividend for this year.
BUSINESS AND OPERATIONS REVIEW
Your Company is having interests in the business of infrastructure constructiondevelopment & real estate. Such businesses are carried on by the Company eitherdirectly and/or through its various subsidiaries joint ventures & associates whichare collectively referred to as "Shristi Group" or "Shristi".
During the year under review the total revenue (approx. figures stated) of the Companyon a standalone basis is amounting to Rs.3888.85 lakhs and Profit/(Loss) before Tax isamounting to Rs. (5233.49) lakhs. On a consolidated basis the total revenue of theCompany is amounting to Rs. 28456.11 lakhs and Profit/(Loss) before Tax is amounting toRs. (22803.77) lakhs including Share of Profit/(Loss) of Associates & Joint Venturesis amounting to Rs. (2066.24) lakhs. However on a standalone basis the Company has madeProfit/(Loss) is amounting to Rs. (5494.81) lakhs as compared to Rs. (15881.12) lakhs ofthe previous year. Also on a consolidated basis the Company has incurred a Profit/(Loss)amounting Rs. (21375.09) lakhs as compared to Rs. (8856.13) lakhs of the previous year.
SUBSIDIARIES AND ASSOCIATE COMPANIES
The Statement in Form AOC-1 containing the salient features of the financial statementsof your Company's Subsidiaries and Associate Companies pursuant to the proviso to Section129(3) of the Companies Act 2013 (the 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 Rules above SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended) and in accordance with the Indian AccountingStandards Consolidated Financial Statements prepared by your Company include financialinformation of its Subsidiaries and Associate Companies as per Rule 8(1) of the Companies(Accounts) Rules 2014 forms part of the annual accounts of each of the Subsidiaries andAssociate Companies which have been placed on the website of your Companywww.shristicorp.com. Members interested in obtaining a copy of the annual accounts of theSubsidiaries and Associate Companies may write to the Company Secretary at your Company'sRegistered Office. The said report is not repeated here for the sake of brevity. TheSubsidiaries of the Company function independently with an adequately empowered Board ofDirectors. During the year Sarga Hotel Private Limited (SHPL') (materialsubsidiary of the Company') has been admitted u/s 7 of the Insolvency & BankruptcyCode 2016 (the IBC') under the Hon'ble National Company Law Tribunal Kolkata Bench(NCLT') vide its order dated 11th February 2022. Further Sarga Udaipur Hotels andResorts Private Limited (SUHRPL') a subsidiary of the Company has been admittedunder Section 10 of the Insolvency & Bankruptcy Code 2016 under the Hon'ble NCLTvide its order dated 29th April 2022.
The Scheme of Arrangement [CP (CAA) No.737 of 2017] pursuant to Section 230 232 andother applicable provisions of the Companies Act 2013 which was filed before Hon'bleNCLT for approval of (1) Amalgamation of East Kolkata frastructure In Development PrivateLimited (a wholly-owned subsidiary of the Company) and (2) Demerger of hospitalitybusiness of the Company to Vipani Hotels & Resorts Limited (a wholly-owned subsidiaryof the Company) was withdrawn by the Company vide order dated 4th August 2021 given bythe Hon'ble NCLT.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Company has placed a Policy for determining Material' Subsidiaries as perRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (as amended). The said policy was last revised on 11th February 2022 and isavailable on your Company's website www.shristicorp.com and a link to the same has beenprovided elsewhere in this report.
As on 31st March 2022 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 (asamended) Mr. Braja Behari Mahapatra Independent Director of the Company functions as aDirector on the Board 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 31.15in the 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 30th November2016 to RBL Bank Limited ("Debenture holder") which are due to be redeemed on30th November 2026. The said NCDs are listed on the Debt Market Segment of BSE Limitedand interest on the said NCD was paid as per the terms & conditions. The terms of NCDalso include a put option up to a maximum amount of Rs.35 crores which can be exercisedevery year till 30th November 2025.
TRANSFER TO RESERVES
During the year under review no amount was transferred to General Reserve.
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 INDICATORS
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 2021-22 ||FY 2020-21 ||Remarks |
|Debtors Turnover ||9.26 ||8.99 ||NA |
|Inventory Turnover ||0.09 ||0.12 ||Revenue from operations have fallen by more than 25% year on year. |
|Current Ratio ||1.81 ||2.46 ||The decrease in current ratio is on account of increase in current liabilities due to current maturities of long term debt which was not there in the last year and increase in current borrowings. |
|Interest Coverage Ratio ||0.17 ||0.77 ||Revenue from operations have fallen by more than 25% year on year. |
|Debt Equity Ratio ||10.42 ||4.83 ||Losses incurred since past few years has eroded the Equity of the company by more than 50%. |
|Operating Profit Margin (%) ||22.84 ||71.59 ||Revenue from operations have fallen by more than 25% year on year. |
|Net Profit Margin (%) ||-141.30 ||-259.12 ||The decrease in net loss by more than 65% is on account of exceptional item charged into profit and loss account last year. |
|Return on Net worth (%) ||19.91 ||43.95 ||Revenue from operations have fallen by more than 25% year on year. |
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 1st April 2017 and therefore INDAS issued notified and made effective till the financial statements have been consideredfor the 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 Company's Promoter/Promoters' Group shareholding. The aggregate shareholding ofPromoter/Promoters' Group of your Company as on 31st March 2022 is as follows:
Sl. No. Name of the Promoter / Promoters' Group Shareholding
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 2022 3080000 shares of M/s. Adishakti Commercial Private Limitedwere under pledge.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review your Company had transferred a sum of Rs.60315/- (RupeesSixty Thousand Three Hundred Fifteen only) to the Investor Education & Protection Fund(IEPF) of the Central Government being the dividend amount pertaining to the FY 2013-14which was due & payable and remained unclaimed and unpaid for a period of 7 (seven)years in compliance with the provisions of Section 125 of the Companies Act 2013.Further during the year under review equity shares amounting to Rs.80410/- (EightyThousand Four Hundred Ten only) were transferred to the IEPF pertaining to the FY 2013-14.
CORPORATE SOCIAL RESPONSIBILITY
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.
INTERNAL CONTROLS AND AUDIT
The Company has in 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 a Practicing Company Secretaryconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
DETAILS OF BOARD & COMMITTEE MEETINGS
During the Financial Year 2021-22 5 (Five) 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.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act the draftAnnual Return of the Company for the Financial Year 31st March 2022 is uploaded on thewebsite of the Company and can be accessed at www.shristicorp.com. The final Annual Returnshall be uploaded in the same web link after the said Return is filed with the Registrarof Companies.
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 formulatedthe Vigil 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.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
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 year2021-22 and hence no complaint is outstanding as on 31st March 2022 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 anarm's length basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance 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 (as amended) in pursuance tothe approval given by Shareholders by the postal ballot on 30th March 2020. The AuditCommittee reviews all related party transactions every quarter and year. Since all relatedparty transactions entered into by your Company were in the ordinary course of businessand were on an arm's length basis Form AOC-2 does not apply to your Company. The relatedparty transactions are entered into based on considerations of various businessexigencies such as synergy in operations legal requirements liquidity and capitalresources of subsidiaries and associates. The policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board isavailable on your Company's website www.shristicorp.com and a link to the said policy hasbeen provided elsewhere in this report. Your Directors draw the attention of the membersto Notes to the Standalone Financial Statements 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 thisReport as Annexure-I.
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 Nil (previous year Nil).
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. G. P. Agrawal & Co. Chartered Accountants (ICAI Registration Number-302082E)were appointed as Statutory Auditors of the Company for a term of 5 consecutive years fromthe conclusion of the 27th Annual General Meeting till the end of the forthcoming 32ndAnnual General Meeting to be held during the current year 2022 at such remuneration as wasagreed upon between the Board of Directors of the Company and the Auditors from time totime. M/s. G. P. Agrawal & Co. have not consented for reappointment for further periodof 5 years pursuant to the prescribed laws.
Subject to the approval of the members of the Company and as recommended by the AuditCommittee and considered by the Board of Directors of the Company in their respectivemeetings held on 27th May 2022 it is now proposed to appoint M/s. R Kothari & Co.LLP Chartered Accountants Kolkata (Firm Registration Number: 307069E/E300266) as theStatutory Auditors of the Company to hold office from the conclusion of the 32nd AnnualGeneral Meeting till the conclusion of the 37th Annual General Meeting of the Company tobe held in 2027. The Company has received written consent and a certificate under Section141(3) of the Companies Act2013 read with Rule 10 of the Companies (Audit and Auditors)Rules 2014 from the proposed Auditors confirming their eligibility to be appointed as theAuditors of the Company and that they are free from any disqualifications and that they donot violate the limits as specified under the Companies Act 2013. They have confirmed tohold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The necessary Resolution for their appointment as the StatutoryAuditors has been included in the Notice of the ensuing 32nd Annual General Meeting of theCompany and the Resolution is recommended for your approval.
M/s. G. P. Agrawal & Co. Statutory Auditors have given a modified opinion on theStandalone Financial Statements of the Company for the Financial Year ended on 31st March2022 that (i) Sarga Udaipur Hotels & Resorts Private Limited (SUHRPL) a step downsubsidiary of the Company has been admitted under the Insolvency and Bankruptcy Code 2016(IBC) at Hon'ble National Company Law Tribunal Kolkata ("NCLT") on 29th April2022 (ii) probability of invocation of Corporate Guarantee given by the Company for SargaHotel Private Limited & Suasth Health Care Foundation (erstwhile associate) (iii)impairment of investment made in Asian Healthcare Services Limited an associate of theCompany. Further the Auditors have also provided for Emphasis of Matter in the StandaloneAuditors' Report which are self- explanatory. The Statutory Auditors of the Company havegiven a modified opinion on the Consolidated Financial Statements of the Company for theFinancial Year ended on 31st March 2022 that (i) Bengal Shristi InfrastructureDevelopment Limited a joint venture company is pending for audit by its statutory auditorand their opinion in so far as it relates to the amounts and disclosures included inrespect of this joint venture is based solely on the unaudited accounts provided by theManagement of the Company (ii) Sarga Hotel Private Limited (SHPL) vide their report dated26th May 2022 tated that Hon'ble National Company Law Appellate Tribunal s (NCLAT) NewDelhi vide its order dated 27th August 2021 has set aside the previous CorporateInsolvency Resolution Process ("CIRP") initiated by Hon'ble National Company LawTribunal Kolkata ("NCLT") by an order dated 12th August 2020.
However CIRP has been reinitiated w.e.f. 11th February 2022 on a petition u/s 7 of IBCCode 2016 filed by Yes Bank Limited one of the financial creditors of SHPL and Mr.Avishek Gupta (IP Registration No. IBBI/IPA-003/IP -N000135/2017-2018/ 11499) wasappointed as the Interim Resolution Professional ("IRP") to manage affairs ofthe SHPL in accordance with the provisions of the Code. Further the Auditors have alsoprovided for Emphasis of Matter in the Standalone Auditors' Report which are self-explanatory.
The notes to financial statements referred to in the Auditors' Report issued for thefinancial year ended 31st March 2022 are self-explanatory and do not call for anyfurther comments. The Auditors have not reported any matter under Section 143(12) of theAct; therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder the Boardhas appointed M/s. K. Arun & Co. Practising Company Secretaries to conductSecretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for thefinancial year ended 31st March 2022 is annexed herewith and marked as Annexure II tothis Report. The Secretarial Audit Report for the financial year ended 31st March 2022does not contain any qualification reservation or adverse remark.
COST AUDITORS AND THEIR REPORT
During the year M/s. D. Radhakrishnan & Co. Cost Accountants (Firm Regn. No.000018) was appointed as Cost Auditors of the Company for the Financial Year ended2021-22 for conducting the audit of cost records of the Company. Your Company ismaintaining the requisite cost records and the Cost Audit Report for the FY 2021-22 shallbe filed with the Ministry of Corporate Affairs in due course. On the date of this reportyour Directors have on the recommendation of the Audit Committee approved M/s. D.Radhakrishnan & Co. as the Cost Auditors for the Financial Year 2022-2023.
As per the provisions of the Act the remuneration payable to cost auditors is requiredto be 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 2021-22 was included in the noticeconvening the 31st AGM and subsequently ratified by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board
During the year there was no change in the composition of the Board of Directors ofthe Company.
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) Whole Time Director (Director Finance and ChiefFinancial Officer) and Mr. Krishna Kumar Pandey Company Secretary & ComplianceOfficer are the Key Managerial Personnel as per the provisions of the Act and rules madethereunder.
Mr. Badri Kumar Tulsyan has tendered his resignation from the Post of Director Financeand Chief Financial Officer w.e.f. 1st July 2022. Mr. Ravikant Baheti is appointed as theChief Financial Officer of the Company w.e.f. 11th July 2022.
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 & RemunerationCommittee (NRC) also carried out an evaluation of every Director's performance. The Boardcarried out an evaluation of its own performance and that of its Committees as well asevaluation of the performance of the Directors individually. The performance evaluation ofthe Independent Directors was also carried out by the entire Board (excluding the directorbeing evaluated). This exercise was based on the criteria formulated by NRC and in contextof the Guidance Note issued by SEBI dated 5th January 2017. The evaluation frameworkfocused on various aspects of the Board and Committees such as review timely informationfrom management etc. Also the performance of individual Directors was divided intoExecutive Non-Executive and Independent Directors and based on the parameters such ascontribution attendance decision making external knowledge etc. The result of theevaluation was satisfactory and meets the requirements 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 11th February 2022 and is available on your Company'swebsite www.shristicorp.com and a link to the said policy has been provided elsewhere inthis Annual Report.
Directors' Responsibility Statement
Pursuant to the requirement of 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) thedirectors had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent to give an accurate and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively.
(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 has been the first of its kind the world has witnessed in the21st century. Despite a highly transmissible third wave of Covid-19 India is charting acourse of recovery different from the rest of the world. After a slow start vaccinationin India picked up in FY22 covering more than 90 percent of the eligible population by May2022. The real estate sector is still facing the impact of the COVID-19 pandemic forliquidity the supply of materials project delivery and key cost components. Inspite ofthe pandemic effect the Company is doing continuous efforts to complete the projects andtimely handover.
Due to the rebound in economic activity and despite significant impact of the secondand third waves of the pandemic the real Gross Domestic Product (GDP) growth was 8.7percent in 2021-22 as compared to a growth of 6.6 percent in 2020-21. However GDP growthis expected to 7.4 percent in 2022-23 owing to the reform measures undertaken by theGovernment. Apart some of the other major Government initiatives tax deduction oninterest on housing loan and tax holiday for affordable housing projects the AtmanirbharBharat 3.0 package announced by Finance Minister included income tax relief measures forreal estate developers and homebuyers for primary purchase/sale of residential units. Inorder to revive stalled housing projects across top cities in the country the Governmenthas also approved the Alternative Investment Fund (AIF) Affordable Housing Fund (AHF) inthe National Housing Bank (NHB) using priority sector lending short fall of banks/financial institutions for micro financing of the HFCs.
The Government of India along with the Governments of respective States has takenseveral initiatives to encourage development in the sector. The Smart City Project with aplan to build 100 smart cities is a prime opportunity for real estate companies. India'sreal estate sector is witnessing a healthy increase in demand in 2023. The Securities andExchange Board of India (SEBI) has given its approval for the Real Estate Investment Trust(REIT) platform which will allow all kind of investors to invest in the Indian realestate market. The residential sector is expected to grow significantly with the centralgovernment aiming to build affordable houses in urban areas across the country under theambitious Pradhan Mantri Awas Yojana (PMAY) scheme. The introduction of the ProductionLinked Incentive (PLI) plan massive infrastructure boosts - both physical and digital aswell as steps to minimize transaction costs and increase ease of doing business in thecountry.
OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS
The Company firmly believes that the demand for real estate in a country like Indiawill remain strong in the long term. Real Estate including retail hospitality andcommercial real estate are growing significantly in the country. In order to sustain thegrowth momentum and to create jobs the government has been proactively spending oninfrastructure of the country. Your Company is also engaged in the business of smart citywater supply and sanitation through its subsidiaries and JV partners. The Company ishopeful of decent growth in the business due to modernization & Government initiative.
THREATS RISK & CONCERNS
The Company is exposed to risks such as economic taxation and environmental risksincluding force majeure and also the investment outlook towards the Indian infrastructure& real estate sector. The real estate sector is also heavily dependent on variousstatutory approvals required from central state & local governments and any delay inobtaining approvals can warrant revised scheduling of project timelines. Some of the risksthat may arise in the normal course of its business and impact its ability for futuredevelopments inter-alia include credit risk liquidity risk regulatory risk and marketrisk. Your Company has appropriate risk management systems in place for identification andassessment of risks measures to mitigate them and mechanisms for their proper and timelymonitoring and reporting. Regulation 21 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 regarding the formation of the Risk Management Committeeis not applicable to your Company.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The internal financial controls within the Company are commensurate with the sizescale and complexity of its operations. The controls were tested during the year and noreportable material weaknesses either in their design or operations were observed. TheCompany has robust policies and procedures which inter alia ensure integrity inconducting its business the safeguarding of its assets timely preparation of reliablefinancial information accuracy and completeness in maintaining accounting records and theprevention and detection of frauds and errors. The operating effectiveness of suchcontrols are in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting ("the Guidance Note") and the Standards on Auditingspecified by the Central Government in accordance with Section 143(10) of the 2013 Act andother authoritative pronouncements to the extent applicable to an audit of internalfinancial controls over financial reporting both issued by the ICAI.
HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS
The Company continued with efforts to ensure that its pool of human resources is"future ready" through its robust processes of learning & developmentcapability building and its development programmes. Efforts were taken to developleadership lines as well as to enhance technical and functional capabilities with specialfocus on nurturing young talent in order to face future challenges. Company organizedseveral training awareness and coaching program to develop the leadership technical andmanagement skills of employees. Employee engagement program were organized to createopenness and sharing ideas by employees. This learning journey includes formal informaland highly interactive components that would help in honing their leadership and coachingskills. It will ensure that the development initiatives result not just in better skillsbut in enhanced performance and higher engagement.
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 Companyunder the stipulated real estate laws. The particulars contained on the website mentionsdetails of the Projects/developments undertaken by the Company including depictingbanners/posters of the Project.
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 || |
| ||Sd/- ||Sd/- |
| ||Sakti Prasad Ghosh ||Sunil Jha |
|Place: Kolkata ||(Director) ||(Managing Director) |
|Date: 27th May 2022 ||(DIN: 00183802) ||(DIN: 00085667) |