#MDStart#
BOARD'S REPORT & MANAGEMENT DISCUSSION AND
ANALYSIS
Dear Members,
Your Directors are pleased to present the 33rd Board's Report together
with the Audited Financial Statements of your Company for the Financial Year ended March
31, 2023. The summarized standalone and consolidated financial performance of your Company
is as under:
FINANCIAL RESULTS:
(Rs in lakhs)
|
Standalone |
Consolidated |
Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Total Revenue |
5,613.73 |
3,888.85 |
22,980.01 |
28,456.11 |
Total Expenses (Excluding Finance Cost,
Depreciation and Amortization) |
5,617.69 |
2,828.45 |
20,781.51 |
25,906.01 |
Earnings Before Finance Cost, Depreciation,
Tax and Amortization (EBIDTA) |
(3.96) |
1,060.40 |
2,198.50 |
2,550.10 |
Less: Finance Cost |
6,438.75 |
6,276.60 |
6,579.75 |
20,713.68 |
Earnings Before Depreciation, Tax and
Amortization (EBDTA) |
(6,442.71) |
(5,216.20) |
(4,381.25) |
(18,163.58) |
Less: Depreciation and Amortization |
18.10 |
17.29 |
2,488.32 |
2,573.95 |
Earning Before Tax and Share of Profit
/(Loss) of Associates and Joint Ventures |
(6,460.81) |
(5,233.49) |
(6,869.57) |
(20,737.53) |
Share of Profit/(Loss) of Associates &
Joint Ventures |
- |
- |
(1,467.16) |
(2,066.24) |
Less: Exceptional items |
(1,048.95) |
- |
(1,048.95) |
- |
Profit/(Loss) Before Tax |
(7,509.76) |
(5,233.49) |
(9,385.68) |
(22,803.77) |
Less: Current Tax |
1.17 |
- |
47.18 |
12.63 |
Deferred Tax |
330.60 |
261.32 |
339.12 |
(1,441.31) |
Net Profit/(Loss) |
(7,841.53) |
(5,494.81) |
(9,771.98) |
(21,375.09) |
Other Comprehensive Income |
(1.05) |
4.34 |
(13.00) |
(48.88) |
Total Comprehensive Income |
(7,842.58) |
(5,490.47) |
(9,784.98) |
(21,423.97) |
DIVIDEND
The Board has not recommended any dividend for this year.
BUSINESS AND OPERATIONS REVIEW
Your Company is having interests in the business of infrastructure
construction, development & real estate. Such businesses are carried on by the Company
either directly and/or through its various subsidiaries, joint ventures & associates
which are collectively referred to as "Shristi Group" or "Shristi".
During the year under review, the total revenue of the Company on a
standalone basis is Rs.5,613.73 lakhs and Loss before Tax is Rs.7,509.76 lakhs.On a
consolidated basis, total revenue of the Company is Rs. 22,980.01 lakhs and Loss before
Tax is Rs.9,385.68 lakhs including Share of loss of Associates & Joint Ventures
amounting to Rs.1,467.16 lakhs.
However, on a standalone basis, the Company made a Loss of Rs.7,841.53
lakhs as compared to Rs. 5,494.81 lakhs in the previous year. Also on a consolidated
basis, the Company has incurred a Loss of Rs.9,771.98 lakhs as compared to Rs.21,375.09
lakhs in the previous year.
While Total Revenue for the financial year under consideration is
Rs.5613.73 lakhs compared to Rs. 3,888.85 lakhs for the previous year, which is higher by
Rs.1,724.88 lakhs, the net loss incurred for the year is due to rising finance cost and
cost of construction, commensurate with the sales.
Also, an investment in Asian Healthcare Services Limited, a subsidiary,
was offloaded during the year and a loss of Rs.1048.95 lakhs was incurred due to this. The
same is depicted as an exceptional item in the financial results.
SUBSIDIARIES AND ASSOCIATE COMPANIES
The Statement in Form AOC-1 containing the salient features of the
financial statements of your Company's Subsidiaries and Associate Companies pursuant to
the proviso to Section 129(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 Section 129(3) of the Act read with the Rules above, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended and in accordance with the Indian
Accounting Standards, Consolidated Financial Statements prepared by your Company include
financial information 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 and Associate Companies which have been placed on the website of your Company
www.shristicorp.com. Members interested in obtaining a copy of the annual accounts of the
Subsidiaries and Associate Companies may write to the Company Secretary at your Company's
Registered Office.
The Subsidiaries of the Company function independently with an
adequately empowered Board of Directors. Sarga Hotel Private Limited ('SHPL') ('material
subsidiary of the Company') has been admitted u/s 7 of the Insolvency & Bankruptcy
Code, 2016 ('the IBC') under the Hon'ble National Company Law Tribunal, Kolkata Bench
('NCLT'), vide its order dated February 11, 2022. Further Sarga Udaipur Hotels and Resorts
Private Limited ('SUHRPL'), a subsidiary of the Company has been admitted under Section 10
of the Insolvency & Bankruptcy Code, 2016, under the Honble' NCLT, vide its order
dated April 29, 2022.
During the year, Haldia Water Services Private Limited (HWSPL), a
subsidiary of the Company came out with the Rights Issue of equity shares, to which your
Company did not subscribe due to liquidity issue. Resultantly, HWSPL ceased to be a
subsidiary of the Company during the year.
Further, Asian Healthcare Services Private Limited, ceased to be an
associate of the Company during the year due to sale of equity shares held in the company.
The other associate company is Bengal Shristi Infrastructure
Development Limited.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Company has placed a Policy for determining 'Material' Subsidiaries
as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended. The said policy is available on your Company's website
www.shristicorp.com, and a link to the same has been provided elsewhere in this report.
As on March 31, 2023, Sarga Hotel Private Limited, is the material
subsidiary of your Company and in compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended, Mr. Braja Behari
Mahapatra, Independent Director of the Company, functions as a Director 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 of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report,
other than notes 31.15 in the financial statements.
NON-CONVERTIBLE DEBENTURES
The Company had allotted 1450-Listed, Rated, Secured, Redeemable
Non-Convertible Debentures (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 30, 2016 to RBL Bank Limited ("Debenture holder"), which are due to be
redeemed on November 30, 2026. The said NCDs are listed on the Debt Market Segment of BSE
Limited andinterest on the said NCD was paid as per the terms & conditions. The terms
of NCD also include a put option up to a maximum 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 was transferred to General
Reserve.
DEPOSIT
During the year under review, your Company has not accepted any deposit
from the public within the ambit of section 73 of the Companies Act, 2013, and the
Companies (Acceptance of Deposits) Rules, 2014.
KEY FINANCIAL INDICATORS
The details of significant changes (i.e. change of 25% or more as
compared to immediately previous financial year) in key financial ratios along with
detailed explanations thereof are given as below:
Particulars |
FY 2022-23 |
FY 2021-22 |
Remarks |
Debtors Turnover |
19.91 |
9.26 |
Increase in revenue from operations by around 42% and
decrease in trade receivables. |
Inventory Turnover |
0.12 |
0.09 |
Revenue from operations have increased by around 42% year on
year. |
Current Ratio |
1.29 |
1.81 |
Increase in current liabilities and reduction in current
assets year on year. The reason of increase in current liabilities is majorly due to
increase in interest accrued and due & security deposit received. |
Interest Coverage Ratio |
-0.13 |
0.17 |
Profit/(Loss) before Interest, depreciation and tax has
decreased year on year majorly due to exceptional item charged into profit and loss
account. |
Debt Equity Ratio |
-17.43 |
10.42 |
Losses incurred since past few years has eroded the Equity of
the company. |
Operating Profit Margin (%) |
-28.07 |
22.84 |
Earnings before interest, depreciation and tax (EBIDT) of the
company become negative due to exceptional item charged to the profit and loss account. |
Net Profit Margin (%) |
-139.68 |
-141.30 |
NA |
Return on Net worth (%) |
Nil |
19.91 |
NA |
The Company has adopted Indian Accounting Standards (referred to as IND
AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended)
read with Section 133 of the Companies Act, 2013 with effect from April 1, 2017 and
therefore IND AS issued, notified and made effective till the financial statements have
been considered for 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 the transfer of shares amongst the Promoter/Promoters' Group of your Company
resulting in no change in Company's Promoter/Promoters' Group shareholding. The aggregate
shareholding of Promoter/Promoters' Group of your Company as on March 31, 2023, is as
follows:
Sl. No. |
Name of the Promoter / Promoters' Group |
Shareholding |
|
|
No. |
% |
1. |
Mr. Sujit Kanoria |
1,00,600 |
0.45 |
2. |
M/s. Adishakti Commercial Private Limited* |
1,65,38,319 |
74.50 |
|
Total |
1,66,38,919 |
74.95 |
*As on March 31, 2023, 30,80,000 shares of M/s. Adishakti Commercial
Private Limited were 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.
49,455/- (Rupees Forty Nine Thousands Four Hundred Fifty Five only) to the Investor
Education & Protection Fund (IEPF) of the Central Government, being the dividend
amount pertaining to the FY 2014-15, which 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. 67,010/- (Sixty Seven Thousand and Ten only) were transferred to the IEPF pertaining
to the FY 2014-15.
CORPORATE SOCIAL RESPONSIBILITY
The provisions under Section 135 of the Companies Act, 2013 read with
the Rules made thereunder are not applicable as the Company is not meeting any criteria
specified therein.
INTERNAL CONTROLS AN D AUDIT
The Company has in place adequate internal financial controls
concerning the financial statements which were tested, and no reportable material weakness
was observed. Internal control systems and process level checks and balances are reviewed
and updated continuously. The internal control is supplemented by an extensive program of
internal audit, reviewed by the management, documented policies, guidelines and
procedures. Significant audit observations and corrective actions thereon are presented to
the Audit Committee. Based on the report of the Internal Audit, corrective actions are
undertaken in the respective areas, thereby strengthening and maintaining a healthy
Internal Control System.
HUMAN RESOURCE
The Company's employees have always been one of the key stakeholders.
We are committed to hiring and retaining the best talent. We focus on promoting a
collaborative, transparent and participative organization culture, and rewarding merit and
sustained high performance.
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment an
Remuneration of managerial Personnel) Rules, 2014 are provided separately as 'Annexure-I'
to this report.
In terms of the Section 136 of the Act and the Rules made thereunder,
the Report and Financial Statements are being sent to the shareholders excluding
information on details of employee remuneration as required under provisions of Section
197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining copy of the
aforesaid information, may send an email to the Company Secretary and Compliance Officer
at secretarial@shristicorp.com.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements. The report on Corporate
Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time,
forms an integral part of this report. The requisite certificate from a Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
DETAILS OF BOARD & COMMITTEE MEETINGS
During the Financial Year 2022-23, 6 (Six) Board Meetings were held,
and the details of such Board Meetings including the Committee Meetings have been
furnished in the Corporate Governance Report forming part of this report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013
and the 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 and numbers
of meetings held, etc., of the Board Committees, are provided in the Report on Corporate
Governance, forming part of this report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act, the draft Annual Return of the Company for the Financial Year March 31, 2023 is
uploaded on the website of the Company and can be accessed at www.shristicorp.com. The
final Annual Return shall be uploaded in the same web link after the said Return is filed
with the Registrar of 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 (Listing Obligations And Disclosure Requirements) Regulations, 2015, your Company has
formulated the Vigil Mechanism/ Whistle Blower Policy to deal with instances of unethical
and/or improper conduct and actioning suitable steps to investigate and correct the same.
The said policy is available on your Company's website www.shristicorp.com, and a link to
the said policy has been provided elsewhere in thisreport.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres within
its office premises and including its site offices. The Company has in place a policy
against Sexual Harassment in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee is set up to redress any complaints received and are monitored by line
supervisors. All employees are covered under the policy. There was no complaint received
from any employee during the financial year 2022-23, and hence no complaint is outstanding
as on March 31, 2023, for redressal. The Committee meets at a certain interval.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company, being an infrastructure company, is exempted from the
provisions as applicable to investments, loans, guarantees and securities under Section
186 of the Companies Act, 2013. During the year, the Company has received 1%
Non-Cumulative Optionally Convertible Preference Shares of Rupees 40,000,000/- (Rupees
Four Crore only) from Medi-Net Services Private Limited and 14,65,000 Share Warrants of
face value Rs. 100/- aggregating Rs. 14,65,00,000/- (Rupees Fourteen Crores Sixty-Five
Lacs only) from Shristi Lifespaces Private Limited against its due amount.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company
during the financial year with related parties were on an arm's length basis.There were
materially significant related party transactions as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended, is disclosed in the Note No. 31.25
of notes to Financial Statements of the Company. The Audit Committee reviews all related
party transactions every quarter and year. Since all related party transactions entered
into by your Company on an arm's length basis, Form AOC-2 does not apply to your Company.
The related party transactions are entered into based on considerations of various
business exigencies, such as synergy in operations, legal requirements, liquidity and
capital resources of subsidiaries and associates. The policy on materiality of related
party transactions and dealing with related party transactions as approved by the Board is
available on your Company's website www.shristicorp.com, and a link to the said policy has
been provided elsewhere in this report. Your Directors draw the attention of the members
to Notes to the Standalone Financial Statements which sets out related party disclosures.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of the Statement under Rule 8 of Companies (Accounts)
Rules, 2014 for the Conservation of Energy, Technology Absorption is as follows:
Installation of LED street lights & LED light fittings in
the projects;
Utilisation alternate sources of energy;
Recycle & Reuse during construction concept i.e. Use of
Wastage rubbish or sand filled Cement bags for earth stability;
Use of Scrap steel in construction activities like drain cover,
drain, planters, sculpture walls, embedded supporting arrangements;
Use of Wastage Paver blocks & AAC blocks- For Soling;
Use of Wastage Tiles in Crazy flooring, China mosaic flooring;
Use of Wastage Granite in anti-skid resistant area, car parking
zones, seating arrangements, planters;
Use of Wastage Kota stones in planters, seating arrangements to
reduce national wastage of materials;
Conserving natural resources by minimizing waste generation
along with environmental emission;
Scrap tiles used in place of neat cement.
During the year under review, the total foreign exchange expenditure of
your Company was Nil (previous year Nil). STATUTORY AUDITORS, THEIR REPORT AND NOTES TO
FINANCIAL STATEMENTS
M/s. R Kothari & Co. LLP, Chartered Accountants, Kolkata (Firm
Registration Number: 307069E/E300266) was appointed as the Statutory Auditors of the
Company to hold office from the conclusion of the 32nd Annual General Meeting till the
conclusion of the 37th Annual General Meeting of the Company to be held in 2027.
M/s. R Kothari & Co. LLP., Statutory Auditors have given a modified
opinion on the Standalone Financial Statements of the Company for the Financial Year ended
on March 31, 2023 that (i) Sarga Udaipur Hotels & Resorts Private Limited (SUHRPL), a
step down subsidiary of the Company has been admitted under the Insolvency and Bankruptcy
Code, 2016 (IBC) at Hon'ble National Company Law Tribunal, Kolkata ("NCLT") on
April 29, 2022 (ii) Probability of invocation of Corporate Guarantee given by the Company
for Sarga Hotel Private Limited & Suasth Health Care Foundation (erstwhile associate)
(iii) Loss on the sale of an investment in the Joint Venture company i.e. Asian Healthcare
Services Limited. Further, the Auditors have also provided for emphasis of matter in the
Standalone Auditors' Report, which are self-explanatory.
The Statutory Auditors of the Company have given a modified opinion on
the Consolidated Financial Statements of the Company for the Financial Year ended on March
31, 2023 (i) Sarga Udaipur Hotels & Resorts Private Limited (SUHRPL), a step down
subsidiary of the Company has been admitted under the Insolvency and Bankruptcy Code, 2016
(IBC) at Hon'ble National Company Law Tribunal, Kolkata ("NCLT") on April 29,
2022 (ii) Probability of invocation of Corporate Guarantee given by the Company for Sarga
Hotel Private Limited & Suasth Health Care Foundation (erstwhile associate) (iii) Loss
on the sale of an investment in the Joint Venture company i.e Asian Healthcare Services
Limited. Further, the Auditors have also provided for emphasis of matter in the
Consolidated Auditors' Report, which are self-explanatory.
The notes to financial statements referred to in the Auditors' Report
issued for the financial year ended March 31, 2023, are self-explanatory and do not call
for any further comments. The Auditors have not reported any matter under Section 143(12)
of the Act; therefore, no detail is required to be disclosed under Section 134(3)(ca) of
the Act.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made there
under, the Board has appointed M/s. K. Arun & Co., Practicing Company Secretaries to
conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for
the financial year ended March 31, 2023, is annexed herewith and marked as Annexure II to
this report. The Secretarial Audit Report for the financial year ended March 31, 2023,
does not contain any qualification, reservation or adverse remark.
COST AUDITORS AND THEIR AUDIT 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 ended 2022-23 for conducting the audit of cost records of the Company. Your Company
is maintaining the requisite cost records and the Cost Audit Report for the FY 2022-23
shall be filed with the Ministry of Corporate Affairs in due course. On the date of this
report, your Directors have, on the recommendation of the Audit Committee, approved M/s.
D. Radhakrishnan & Co. as the Cost Auditors for the Financial Year 2023-2024.
As per the provisions of the Act, the remuneration payable to cost
auditors is required to be placed before the members in a general meeting for
ratification. Accordingly, a resolution seeking members' ratification for the remuneration
payable to M/s D. Radhakrishnan & Co., Cost Accountants for FY 2022-23 was included in
the notice convening the 32ndAGM and subsequently ratified by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board
The Board is composed of 6(Six) Independent Directors and 1 (One)
Executive Directors. During the year under review, Ms. Laxmi Chauhan was appointed as an
Additional Director, (Non-Executive Independent Director) of the Company with effect from
August 10, 2022 and further Shareholders of the Company at the 32nd Annual General Meeting
had confirmed her Appointment for a term of 5(five) years. Mr. Sunil Jha was reappointed
as Managing Director of the Company with effect from March 4, 2023 upto March 3, 2026
subject to the approval of Shareholders of the Company.
Mr. Badri Kumar Tulsyan had tendered his resignation from the post of
Director Finance & Chief Financial Officer (Whole Time Director) w.e.f. July 1, 2022.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under both the Companies 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 and being eligible offers himself for re-appointment.
Key Managerial Personnel
As on the date of this Report, Mr. Sunil Jha (DIN:00085667), Managing
Director,Mr. Ravikant Baheti, Chief Financial Officer and Mr. Krishna Kumar Pandey,
Company Secretary & Compliance Officer are the Key Managerial Personnel as per the
provisions of the Act and rules made thereunder. Mr. Badri Kumar Tulsyan had tendered his
resignation from the Post of Director Finance and Chief Financial Officer (Whole Time
Director) w.e.f. July 1, 2022. Mr. Ravikant Baheti was appointed as the Chief Financial
Officer of the Company w.e.f. July 11, 2022.
Performance Evaluation and meeting of Independent Directors
The performance evaluation of the Board, its Chairman, and the
Non-Independent Directors were carried out by the Independent Directors, taking into
account the views of the Executive Directors and Non-Executive Directors. The Nomination
& Remuneration Committee (NRC) also carried out an evaluation of every Director's
performance. The Board carried out an evaluation of its own performance and that of its
Committees as well as evaluation of the performance of the Directors individually. The
performance evaluation of the Independent Directors was also carried out by the entire
Board (excluding the director being evaluated). This exercise was based on the criteria
formulated by NRC and in context of the Guidance Note issued by SEBI dated January 5,
2017. The evaluation framework focused on various aspects of the Board and Committees such
as review, timely information from management etc. Also, the performance of individual
Directors was divided into Executive, Non-Executive and Independent Directors and based on
the parameters such as contribution, attendance, decision making, external knowledge etc.
The result of the evaluation 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
Management Personnel (SMPs) of the Company which broadly lays down principles of
remuneration including transparency, flexibility, performance-driven remuneration, etc.
and covers the procedure for selection, appointment and compensation structure of Board
members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your
Company. The said policy is available on your Company's website www.shristicorp.com and a
link to the said policy has been provided elsewhere in this report.
Directors' Responsibility Statement
Pursuant to the requirement ofclause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent to give an accurate and fair view of
the state of affairs of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
iii. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the directors had prepared the annual accounts on a going concern
basis; and
v. The directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
vi. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Your Company has complied with all applicable provisions of the
Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) on
Board Meetings and General Meetings.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the
Regulators/Courts/Tribunals, which would impact the going concern status of the Company
and its future operations, other than note 31.15 in the financial statements.
MACRO-ECONOMIC SCENARIO
The growth in real Gross Domestic Product (GDP) for 2022-23 was 7.2
percent as compared to 8.7 percent in 2021-22. The growth rate during the January-March
period surpassed the 4.5 percent expansion witnessed in the previous quarter of
October-December 2022-23. The Indian economy has rebounded post pandemic, with an
exponential growth rate of 9.1 percent in the 2021-22 financial year. However, the country
is expected to witness a growth rate of 6.9 per cent over the next two fiscal years owing
to the reform measures undertaken by the Government. In the Union Budget 2023-24, the
Finance Ministry has announced a substantial budget for Pradhan Mantri Awas Yojana
(PMAY).The implementation period of the PMAY-Urban scheme has also been extended until
December 2024. The Government has also initiated the Alternative Investment Fund (AIF),
Affordable Housing Fund (AHF) in the National Housing Bank (NHB) using priority sector
lending shortfall of banks/financial institutions for micro financing of the HFCs.
INDUSTRY OVERVIEW
The Government has allowed Foreign Direct Investment (FDI) of up to
100% for townships and settlements development projects. The growing flow of Foreign
Direct Investment in Indian real estate is encouraging increased transparency. Developers,
in order to attract funding, have revamped their accounting and management systems to meet
due diligence standards. The Private Equity Investments in India's real estate sector,
stood at US$ 4.2 billion in 2023. According to the Economic Times Housing Finance Summit,
about three houses are built per 1,000 people per year compared with the required
construction rate of five houses per 1,000 population. The current shortage of housing in
urban areas is estimated to be 10 million units. An additional 25 million units of
affordable housing are required by 2030 to meet the growth in the country's urban
population. The residential sector is expected to grow significantly, with the central
government aiming to build affordable houses in urban areas across the country under the
ambitious Pradhan Mantri Awas Yojana (PMAY) scheme. The introduction of the Production
Linked Incentive (PLI) plan, massive infrastructure boosts - both physical and digital, as
well as steps to minimize transaction costs and increase ease of doing business in the
country.
OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS
The Company firmly believes that the demand for real estate in a
country like India will remain strong in the long term. Real Estate including retail,
hospitality, and commercial real estate are growing significantly in the country. In order
to sustain the growth momentum and to create jobs, the government has been proactively
spending on infrastructure. Your Company is also engaged in the business of development of
township project, shopping malls, water supply and sanitation through its subsidiaries and
JV partners. The Company is hopeful 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 risks including force majeure and also the investment outlook towards the
Indian infrastructure & real estate sector. The real estate sector is also heavily
dependent on various statutory approvals required from central, state & local
governments and any delay in obtaining approvals can warrant revised scheduling of project
timelines. Some of the risks that may arise in the normal course of its business and
impact its ability for future developments inter-alia, include credit risk, liquidity
risk, regulatory risk and market risk. Your Company has appropriate risk management
systems in place for identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting. Regulation 21 of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 regarding the
formation of the Risk Management Committee is not applicable to your Company.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
The internal financial controls within the Company are commensurate
with the size, scale and complexity of its operations. The controls were tested during the
year and no reportable material weaknesses either in their design or operations were
observed. The Company has robust policies and procedures which, inter alia, ensure
integrity in conducting its business, the safeguarding of its assets, timely preparation
of reliable financial information, accuracy and completeness in maintaining accounting
records and the prevention and detection of frauds and errors. The operating effectiveness
of such controls are in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting ("the Guidance Note") and the Standards on
Auditing specified by the Central Government in accordance with Section 143(10) of the
Companies Act, 2013 and other authoritative pronouncements, to the extent applicable to an
audit of internal financial 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 &
development, capability building and its development programmes. Efforts were taken to
develop leadership lines as well as to enhance technical and functional capabilities with
special focus on nurturing young talent, in order to face future challenges. It will
ensure that the development initiatives result not just in better skills but in enhanced
performance and higher engagement.
SHRISTI WEBSITE
The website of your Company, www.shristicorp.com carries a
comprehensive database of information of interest to the investors, including the
corporate profile and business activities of your Company and the various projects which
are handled by your Company under the stipulated real estate laws. The particulars
contained on the website mentions details of the Projects/developments undertaken by the
Company, including depicting banners/posters of the Project.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who have contributed towards the growth and performance of your Company. Your
Directors also thank the clients, vendors, bankers, shareholders and advisers of the
Company for their continued support. Your Directors also thank the Central and State
Governments and other statutory authorities for their continued support.
|
For and on behalf of the Board of Directors |
|
|
Sd/- |
Sd/- |
|
Braja Behan Mahapatra |
Sunil Jha |
Place: Kolkata |
(Director) |
(Managing Director) |
Date: May 26, 2023 |
(DIN:05235090) |
(DIN: 00085667) |