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Directors Report of Shelter Infra Projects Ltd.

Mar 31, 2015

Dear Shareholders,

The behalf of the Board of Directors, it is our pleasure to present the Forty Third Annual Report together with the Audited Statement of Accounts of Shelter Infra Projects Limited ("the Company") for the year ended 31st March, 2015.

Financial Performance

The summarized standalone results of your Company are given in the table below.

Rs. in Lacs

Particulars Financial Year ended

Standalone

31/03/2015 31/03/2014

389.58 816.55

Total Income

Profit/(loss) before 38.12 105.6

Interest, Depreciation & Tax (EBITDA)

Finance Charges NIL 1.08

37.45 60.16 Depreciation

Provision for Income Tax 25.02 (2.46) (including for earlier years)

Net Profit/ (Loss) After (24.35) 46.82 Tax

Profit/(Loss) brought (266.75) (313.57) forward from previous year

Amount transferred NIL NIL consequent to Scheme of Merger

Profit/(Loss) carried to (291.10) (266.75)

Balance Sheet

*previous year figures have been regrouped/rearranged wherever necessary.

OPERATIONAL REVIEW:

Gross revenues decrease to Rs. 389.58 Lacs, against Rs. 816.55 Lacs in the previous year. Profit before depreciation and taxation was Rs. 38.12 lacs against Rs. 105.6 Lacs in the previous year. After providing for depreciation and taxation of Rs. 37.45 Lacs & Rs 25.02 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. (24.35) Lacs as against Rs. 46.82, lacs in the previous year. Due to tough market conditions and on account of very high levels of taxation the company's turnover in terms of value has reduced at a marginal 47.71 % during the year under review. However, the profit after tax has reduced by 152% due to unprecedented high levels of Raw Material prices throughout the year.

INDUSTRY SCENARIO

The second half of 2014 was full of positive surprises for India's real estate sector. Important events like banks lowering interest rates, RBI offering incentives for infrastructure financing and creation of real estate investment trusts (Reits) were one-of-its-kind initiatives that real estate developers cheered during last year.

And, the two most remarkable events was unveiling of 'Make-in-India' campaign and relaxation of FDI norms in construction sector has also brought in a lot of optimism into the sector, which is most of the times riddled with controversies.

Now, when we have ushered into 2015, real estate developers and experts believe there could be even more interesting trends that would rule the real estate sector. Unlike conventional market trends, residential plots are gaining prominence amid property buyers. Buyers prefer to buy plots for attractive returns in the mid-to-long term horizon. This can further be justified by the fact that they are now considering upcoming smart cities, where apartment culture is yet to catch pace. Also, for the development of these smart cities, smaller areas in the peripheries are being identified. As this concept is yet to take off in most areas, plots tend to have become a strong investment option.

Cities falling along the major industrial corridors are expected to see immense growth in the coming years. As each corridor passes through various existing industrial clusters, towns and cities, these are likely to become investment hubs. Thus, once completed, the real estate growth at India's hinterlands, connected via these corridors, will be exponential.

Affordable housing has become the talk of town ever since BJP, in their manifesto, promised 'housing for all' by 2022.Post the budget, that opened a jackpot for affordable housing with a mammoth budget of Rs 4,000 crore (Rs 40 billion) and tax incentives for home loans, the mission got another facelift. In July 2014, RBI also tweaked the definition of affordable houses. As per the changed norms, home loans up to Rs 50,00,000 in metropolitan cities and Rs 40,00,000 in non-metro cities will now come under the purview of affordable housing.

Smaller property sizes are now taking precedence over larger units across the metros. Large swanky homes that are huge on maintenance are no longer an attraction for several metropolitan buyers. This was also validated by our recent survey where maximum people preferred property sized 800-1,200 sq. ft. Moreover, understanding the affordability aspect of the prospective buyers, builders are also launching properties that are smaller in size but fall well within the budget of the home buyer.

OUTLOOK:

As we look forward to 2015, the macroeconomic environment is expected to continue to improve. The single- family housing sector pricing and sales continues to strengthen, albeit at a slow and inconsistent pace. These positive macroeconomic parameters could potentially provide a further boost to the strengthening Commercial Real Estate recovery.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 357.02 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIVIDEND:

Your Directors regret to declare any dividend for the year under report due to the operating profit will be absorbed for the development of projects during the year.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN ;

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as ANNEXURE 1. COMMITTEES OF BOARD:

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

The Audit Committee comprises of 3 Directors Mr. Chinmoy Mazumdar as Chairman, Mr. Kamal Kishore Choudhury & Mr. Shibram Nag as members of the Committee. The Committee has the necessary financial background and expertise in financial and internal control areas.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Sl. Name Category No.

1. Mr. Chinmoy Mazumdar Non executive & (Chairman) Independent

2. Mr. Shib Ram Nag Non Executive & (Members) Independent

3. Mr. Kamal Kishore Non Executive & Choudhury Independent (Members)

During the Financial year the Audit Committee held 4 meetings on 26.05.2014, 11.08.2014, 13.11.2014 and 03.02.2015. The Audit Committee of the Company meets before the Finalization of Accounts in each year and also meets in each quarter before the results of that quarter is published in the newspapers and informed to the stock exchanges, as required under clause 41 of the Listing Agreement.

Vigil mechanism

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called „Whistle Blower PolicyRs, for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company code of conduct.

In compliance of the above requirements, SHELTER INFRA PROJECTS LIMITED, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

SCOPE

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

1. Breach of the Company Code of Conduct

2. Breach of Business Integrity and Ethics

3. Breach of terms and conditions of employment and rules thereof

4. Intentional Financial irregularities, including fraud, or suspected fraud

5. Deliberate violation of laws/regulations

6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment

7. Manipulation of company data/records

8. Pilferation of confidential/propriety information

9. Gross Wastage/misappropriation of Company funds/assets

PROCEDURE

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy" or sent through email with the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:- VIGILANCE OFFICER:

COMPANY SECRETARY CUM COMPLIANCE OFFICER

ETERNITY BUILDING

DN-1, SECTOR - V, SALT LAKE,

KOLKATA, West Bengal 700091

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ccapltd.in

b. Nomination & Remuneration Committee

Sl. No. Name Category

1 Mr Chinmoy Mazumdar Non executive & (Chairman) Independent

2 Mr Shib Ram Nag Non Executive & (Member) Independent

3 Mr Kamal Kishore Non Executive & Choudhoury Independent (Member)

During the year, the Committee had met on 06.06.2014 & 12.02.2015.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/Members

1 Mr Chinmoy Chairman Mazumdar (Non Executive)

2 Mr Dwija Das Member Chatterjee

3 Kamal Kishor Member Choudhary

During the year, the Committee had met on 27.05.2014, 28.06.2014, 24.07.2014, 05.09.2014 and 04.02.2015,

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true 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;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In the last AGM held on 26th September 2014, M/s. G. Basu & Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 1 years. On recommendation Audit committee, Board has proposed M/s. G.Basu & Company, Chartered Accountants (Registration No. 301174E), re-appointment of Statutory Auditors for financial year 2015-16 is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are explained below.

- In view of pending one time settlement proposal with the State Bank of Bank, interest from October, 2012 has not been considered as a stop gap arrangement and not as a deviation of AS1.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. K. Arun & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE 2 to this report. The report is self-explanatory and do not call for any further comments.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

HUMAN RESOURCES :

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

DECLARATION BY INDEPENDENT DIRECTORS

Mr Sankalan Dutta ,Mr. Kajal Chatterjee, Mr. Kamal Kishore Chowdhary and Mr. Shib Ram Nag are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company.

COMPANY'S POLICY ON APPOINTMENT AND

REMUNERATION:

This Policy envisages the role and responsibility of the Independent Directors, Constitution of the Nomination and Remuneration Committee, term of appointment of Managerial Personnel, Directors, KMPs, Senior Managemenot, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel, KMPs, Senior Management, Independent Directors, etc. The Nomination and Remuneration Committee will consist of three or more nonexecutive directors, out of which at least one-half shall be independent director(s), provided that Chairperson of the Company may be appointed as a member of this Committee but shall not chair such Committee. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirements including the Listing Agreement. The meeting of Committee shall be held at such regular intervals as may be required to carry out the objectives set out in the Policy. The Committee members may attend the meeting physically or through Video conference or through permitted audio –visual mode, subject to the provisions of the applicable laws. The Committee shall have the authority to call such employee (s), senior official(s) and / or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee. For detailed information about the policy your are requested to visit your company website www.ccapltd.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

During the year under review, the no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

HOLDING AND SUBSIDIARIES:

Your Company continues to be the Subsidiary of Ramayana Promoters Pvt. Ltd. Further, the Company has no subsidiaries.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Audit committee of your company has performed regular review on internal financial controls of your company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.ccapltd.in.

The Company in the ordinary course of its business, enters into transactions relating to Sale, purchase or supply of any goods or materials, Selling or otherwise disposing of, or buying, property of any kind, Leasing of property of any kind, Availing or rendering of any services, Appointment of any agent for purchase or sale of goods, materials, services or property, other obligations from Senguro Infracon Pvt. Ltd., Shelter Brickfields, Akankha Nirman pvt Ltd. and MZM Nirman Pvt. Ltd. who is a 'Related Party' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be 'material' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

A resolution for approval of this Related Party Transaction has been included in the Notice convening the ensuing AGM of the Company.

Details of Transaction made at arm's length price are attached as ANNEXURE 3.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is as under;

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Rs. 9033.5/- (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; No increment

(iii) the percentage increase in the median remuneration of employees in the financial year; No increment

(iv) the number of permanent employees on the rolls of company; 22 nos

(v) the explanation on the relationship between average increase in remuneration and company performance; N/A (vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; There is no variations in the market capitalization of the company, There is no changes in pe ratio

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; N/A

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased

Company has made Nomination Remuneration Policy so that the remuneration is as per the remuneration policy of the company. For detailed information about the policy your are requested to visit your company website www.ccapltd.in.

There was no employees in the company ;

i) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

ii) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Chinmoy Majumdar, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Any director of the company is not resigned during the year. Miss. Maumana Pal is appointed as an Additional Director under independent category seeking appointment under section 152 and other applicable provision of Company act 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has no unpaid and unclaimed amounts lying with the Company, with respect to financial year 2006-07 as no dividend was declared in said year.

CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. All Employees (permanent, Contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of During each calendar year.

-No of Complaints Received – NIL -No of Complaints Disposed off - NILL

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Although your Company's core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to 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

Shelter Infra Projects Limited SANKALAN DATTA DWIJA DAS CHATTERJEE

DIN- 02478232 DIN - 02183974

(DIRECTOR) (WHOLE TIME DIRECTOR)



Date :28TH MAY 2015

Place : KOLKATA


Mar 31, 2014

The Stakeholders,

The Directors have great pleasure in presenting the Forty First Annual Report of the Company together with Audited accounts for the year ended 31st March, 2014

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs.In Lacs)

PARTICULARS 2013-2014 2012-2013

A) Income from Operations 816.55 1120.31

B) Profit/Loss after Tax 46.82 (332.91)

Balance Brought forward from previous Year (313.57) 19.34

Amount available for appropriation (266.75) (313.57)

C) Appropriations :-

Proposed Dividend N.A N.A

Dividend Distribution Tax N.A N.A

Balance Carried to Balance Sheet (266.75) (313.57)

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs 816.55 lacs. The Profit/loss after Tax for the year under review has been Rs. 46.82 lacs, as compared to Rs. (332.91) lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating profit will be absorb for the development of the projects during the year.

FUTURE OUTLOOK

In this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1 trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive. There is a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual General Meeting and their re-appointment is proposed.

2. Mr. P.K.Lala resigned from the Board w.e.f 1st August , 2013. Your Directors record their appreciation for the valuable contributions made by them during their tenure of Directorship in the Company.

3. Mr. Shib Ram Nag, Mr. Sankalan Datta, Mr. Kamal Kishore Choudhoury, Mr. Kajal Chatterjee will be appointed as Independent Director on the Board.

Unpaid Dividend

Last seven years balances lying in the Company''s Unpaid Dividend Accounts with its bankers are shown below :

Year Amount as on 31.03.2014

2006- 07 No dividend declared

2007- 08 1,37,020.00/-

2008- 09 1,50,465.50/-

2009- 10 7,42,324.50/-

2010- 11 7,38,125.00/-

2011- 12 No Dividend Declared

2012- 13 No Dividend Declared

In the year of 2006-07 no dividend had been declared, hence for the year 2006-07, no fund will be transferred to Investor Education and Protection Fund of Central Government after completion of seven years.

Unpaid/unclaimed dividend amounting to Rs 3,72,666 for the year 2005-2006 had been deposited to the Investor Education and Protection Fund of Central Government .

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2013- 2014, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2014-2015.Your Directors recommended reappointment of G, Basu & Co.

AUDITORS'' OBSERVATIONS

Auditor''s observation is here as follows :

1. Remuneration paid to whole-time Director amounting to Rs. 20.70 lac (including Rs. 4.76 lacs for the current year) is subject to approval by the Central Government as per section 198(4) of the Companied Act, 1956. There is no impact for this loss for the year. (Refer Note 10 in Notes on accounts).

^ The Company has already initiated the process to regularise the matter.

2. The Company has not made any provision for interest on term loans and Cash Credit from state bank of India for the period from 1st October, 2012 to 31st March 2014 amounting to Rs. 747.45 Lacs (including Rs. 600.75 lacs for the current year) resulting in an overstatement of profit for the year by the year by Rs. 600.75lacs. (refer Note 11 in the Notes on Accounts)

Above accounting treatment is contrary to requirement of AS1 issued by Institute of Chartered Accountants of India.

The Company already had several meetings with the Officials of the Bank. Presently, the Company is in advanced stage of discussion and negotiation with the Bank for an early settlement of the dues. It is expected that the settlement will be in place in the current Financial Year and once that is done the Company will charge its Profit and Loss Account with the relevant amount as per the agreed terms of the settlement.

3. From the available Information, we are unable to ascertain whether provision for Taxation and Advance Income Tax/Tax deducted at source as on 31st March, 2014 amounting to Rs. 51.54 Lac and Rs 341.60 Lac respectively have been properly reflected. There may be revenue impact, which is not ascertainable at this stage. Disputed liability if any has remained undetected.

The Company has identified the quantum of Provision for taxation made in the Books of Account for the previous financial years. Similarly, it has also completed the exercise of identifying the quantum of Advance Income Tax / Tax Deducted at Source for the previous financial years. During the current financial year the Company has received favourable Order from the Commissioner of Income Tax (Appeals), Kolkata related to financial years 2006-2007 & 2009-2010 which will have an impact on the other financial years. Once the Appeal effect is given by the Income Tax Authority the necessary adjustments to Provision for Taxation and Advance Income Tax / Tax Deducted at Source will be made in the Books of Account of the Company.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 134 of the Companies Act, 2013, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013.

Although your Company''s core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor is any specific technology obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, Your Directors state:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2013 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared on a going concern basis. INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPRECIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in a manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.

Kolkata Dwija Das Chatterjee Shib Ram Nag 26th May , 2014 Whole time Director & CEO Director


Mar 31, 2013

To The Shareholders,

The Directors have great pleasure in presenting the Fortieth Annual Report of the Company together with Audited accounts for the year ended 31st March, 2013

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs. in Lacs)

PARTICULARS 2012-2013 2011-12

A) Income from Operations 1120.31 6316.89

B) Profit/Loss after Tax [332.91 (255.92)

Balance Brought forward from previous Year 19,34 275.26

Amount available for appropriation (313.57) 19.34

C) Appropriations: -

Proposed Dividend N.A N.A

Dividend Distribution Tax N.A N.A

Balance Carried to Balance Sheet [313.57) 19.34



FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs 1120.31 lacs. The Profit/loss after Tax for the year under review has been Rs. [332.91) lacs, as compared to Rs. (255.92) lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating loss during the year.

FUTURE OUTLOOK

Fn this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1 trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive.

There is a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of Fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual General Meeting and his re-appointment is proposed.

2. Mr. Ganeshan Natarajan, (Mechanical Engineer) having a vast experience in the field of Mechanical Engineering and also associated with FICC1, ASSOCHAM, Cll and ICC , was appointed as an Additional Director by the Board of Directors of the Company with effect from 1st July, 2013. His expertise and experience will benefit the Company in future. In view of his rich experience, it will be in the best interest of the Company that Mr. Ganesan Natarajan continues as a Director of the Company.

3. Mr. Bappaditya Chakravarty, Mr. Shanti Ranjan Paul, Mr. Dipankar Chatterjee, Mr. Lala Kishore kanti Roy, Mr. Pradeep kanti Lala, Mr. Hirak Mukherjee and Mr. Koushik roy resigned from the Board during the period and the Board places on record its deep sense of appreciation for the services rendered by them during their tenure of Directorship in the Company.

Unpaid Dividend

Last seven years balances lying in the Company''s Unpaid Dividend Accounts with its bankers are shown below:

Year Amount as on 31.03.2013

2005-06 3,72,666.00/-

2006-07 No dividend declared

2007-08 1,37,020.00/-

2008-09 1,50,465.50/-

2009-10 7,42,324.50/-

2010-11 7,38,125.00/-

2011-12 No Dividend Declared

As per the Companies Act, 1956 unpaid dividend for 2005-06 will be transferred to Investor Education and Protection Fund of Central Government in October 2013 after completion of seven years. The details of the amount lying in the unclaimed & unpaid dividend accounts are available at the company''s website www.ccapltd.in.

Unpaid/unclaimed dividend amounting to Rs 3,42,624 for the year 2004-2005 had been deposited to the Investor Education and Protection Fund of Central Government.

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2012- 2013, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2013-2014.Your Directors recommended reappointment of the auditors.

AUDITORS'' OBSERVATIONS

Clarification on Auditor''s observations are here as follows:

1. Remuneration paid to whole-time Director amounting to Rs, 15.94 lac is subject to approval by the Central Government as per section 198(4) of the Companied Act, 1956. There is no impact for this loss for the year. (Refer Note 10 in Notes on accounts).

- The Company is in the process of filling the same with the Central Government.

2. The Company has not made any provision for interest on term loans and Cash Credit from state bank of India for the period from 1st October, 2012 to 31st March 2013 amounting to Rs. 146.70 Lac resulting in an understatement of loss for the year by the said amount.(refer Note 11 in the Notes on Accounts)

Above accounting treatment is contrary to requirement of AS1 issued by Institute of Ch a rtered A ceo untants of India.

- Company''s accounts had been turned into NPA in the books of the bank due to non- payment of interest & principal amount as company could not generate enough cash for economic downturn and strolling of different projects executed by the company for the survival. As per the RBI guidelines once the account has turned NPA the banks are unable to charge any interest on the said asset. Hence Company on its own has charged a notional interest on the said facilities taken from the bank. Moreover the Company has approached the bank for restructuring of the account and once it is done all the outstanding amount as per agreed terms will be charged in the expenditure of the company''s book.

3. From the available Information, we are unable to ascertain whether provision for Taxation and Advance Income Tax/Tax deducted at source as on 31st March, 2013 amounting to Rs. 51.54 Lac and Rs 289.84 Lac respectively (vide Note 4 and Note 10 to Balance sheet) have been properly reflected.

There may be revenue impact, which is not ascertainable at this stage. Disputed Liability if any, has remain undetected.

- Due to the pending cases with the Income Tax department, the company is unable to reflect the same in the books of accounts. Once the cases are disposed off the books of accounts shall be regularised and the effect for the same shall be given thereafter.

4. From the available information and explanations we are unable to form an opinion whether advances to certain parties amounting to Rs. 31.10 crore (including in Short Term Loans Advances under Current Assets in Note 14 to balance sheet) are not prejudicial to the interest of the Company. Revenue implications of the observation are not ascertainable at this stage.

- Company in the year 2009 undertook a residential project to boost up the revenue which was dropping every year due to the non-interest on the Company by the previous Promoters. The land on which the residential complex was to be build up was taken as development right from the respective land owners/Companies. The company will pay the consideration in instalment from the connection of advance booking in the Residential Complex. Thus the amount is shown as advance given to different companies in the books of accounts.

5. The Company has received Advance from Customers amounting to Rs. 17.37 Crore against booking of Residential Flats (included in "Advance from Customers" Under short Term Unsecured Loans in Note 5 to Balance sheet) which are outstanding around two years without any construction activity for flats. Under such circumstances we are unable to form an opinion whether such advances are not to be treated as "Public Deposit" as per rule 2 (VI) of the Companies (Acceptances of Deposit Rules) 1975. Revenue Implication of the observation is not ascertainable at this stage.

- As mentioned above the said residential complex was pre-launched and as per the market trend & rules advance booking has been taken on the units launched by the company. But due to delay in statutory clearances and impact on slow down the project remains stalled and the said information has been passed on to the buyers to wait till all the regulations properly taken care. Therefore it cannot be treated as public deposit as proper legal document has been passed on to them against their booking on particular unit chosen by the said proposed buyer.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES fPARTICULARS OF EMPLOYEESl RULES 1975.

The particulars required under Section 217 (2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said Section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956.

Although your Company''s core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

COMPLIANCE CERTIFICATE

The Compliance certificate received in accordance with the provisions of Section 383A [1] of the Companies Act, 1956 read with the Companies [Compliance Certificate] Rules, 2001,is attached and the same is self-explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 313t March,2013 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis,

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPRECIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in a manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.



On behalf of the Board For Shelter Infra Projects Limited



Kolkata Chinmoy Mazumdar Shib Ram Nag

13th August, 2013 Director Director


Mar 31, 2012

The Directors have great pleasure in presenting the Thirty-Ninth Annual Report of the company together with Audited accounts for the year 31st March, 2012

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS :

(Rs in lacs)

PARTICULARS 2011-12 2010-11

A Income from Operations 6316.89 2142.90

B) Profit/Loss after Tax (255.92) 119.61 Balance Brought forward from previous Year 275.26 176.44

Amount available for appropriation 19.34 296.05

C) Appropriations :

Proposed Dividend N.A. 17.83

Dividend Distribution Tax_ N.A. 2.96

Balance Carried to Balance Sheet 19.34 275.26

FINANCIAL AND OPERATONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs. 6316.89 lacs. The Profit/ loss after Tax for the year under review has been Rs. (255.92) lacs, as compared to Rs. 119.61 lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating loss during the year.

FUTURE OUTLOOK

In this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive. There are a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of fund which will be reduced into low cost fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. There are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Pradeep Kanti Lala, Mr. Lala Kishore Kanti Roy and Mr. Hirak Mukherjee were appointed as Additional Directors w.e.f. 09.02.2012, 09.02.2012 and 24.05.2012 respectively. The Directors proposed and confirmed their appointment.

2. Mr. Abhijit Datta and Mr. Shib Ram Nag retires by rotation in the forthcoming Annual General Meeting and their re-appointment is proposed.

3. Mr. Pradeep Kanti Lala was designated as Whole Time Director of the Company w.e.f.

01.05.2012 and his appointment is also proposed for your assent.

Unpaid Dividend

Last seven years balance lying in the Company's Unpaid Dividend Accounts with its bankers are shown below :

Year Amount as on 31.03.2012

2004-05 Rs. 3,42,484,80/-

2005-06 Rs. 3,72,666.00/- 2006-07 No Dividend Declared

2007-08 Rs. 1,37,020.00/- 2008-09 Rs. 1,57,253.50/-

2009-10 Rs. 7,42,344.00/-

2010-11 Rs. 7,39,525.00/-

As per the companies Act, 1956 unpaid dividend for 2004-2005 will be transferred to Investor Education and Protection Fund of Central Government in October 2012 after completion of seven years. Individual reminders have been sent to the concerned shareholders to take action for claiming the dividend from the Company before it is transferred to the said fund.

Unpaid/unclaimed dividend amounting to Rs. 91,980/- for the year 2003-2004 had been deposited to the Investor Education and Protection fund of Central Government on 26.10.2011.

CODE OFCONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board Members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report. AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2011-12, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2012-13. Your Directors recommended reappointment of G. Basu & Co.

AUDITORS' OBSERVATIONS

Auditors observation are mostly dealt in Notes to Accounts as attained with the Financial Results and are self explanatory.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 217(2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956,

Although your Company's core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which need to be absorbed or adopted.

There is no foreign exchange or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance certificate received in accordance with the provisions of Section 383A(1) of the companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is self-explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state 1956, Your Directors state :

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPREACIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.

For & on behalf of the Board of Directors

Kolkata Pradeep Kanti Lala Shib Ram Nag

29th May, 2012 CEO & EXECUTIVE DIRECTOR Director


Mar 31, 2010

The Directors have great pleasure in presenting the thirty-Seventh Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs.In Lacs)

PARTICULARS 2009-10 2008-09

A) Income from Operations 2303.21 1784.84

B) Profit After Tax 221.65 49.18

Balance Brought forward from previous Year 75.58 47.26

Amount available for appropriation 297.23 96.44

C) Appropriations: -

Proposed Dividend 17.82 17.82

Dividend Distribution Tax 2.96 3.03

Balance Carried to Balance Sheet 276.44 75.58



FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs. 2303.21 lacs. The Profit After Tax for the year under review has been Rs. 221.65 lacs, as compared to Rs. 49.18 lacs for the previous year.

DIVIDEND

Your directors are pleased to recommend payment of dividend of 5% in respect of the year ended on 31st March, 2010. The dividend, if approved by the members at the Annual General Meeting will be paid to those shareholders registered in the books of the Company and the depositories as on 20th September, 2010.

FUTURE OUTLOOK

Road development is recognised as essential to sustain Indias economic growth.The Government is planning to increase spends on road development substantially with funding already in place based on a cess on fuel. A large component of highways is to be developed through public-private partnerships (PPP). Several high traffic stretches already awarded to private companies on a BOT basis. Two successful BOT models are already in place, the annuity model and the upfront/lump sum payment model. Investment opportunities exist in a range of PROJECTS being tendered by NHAI for implementing the NHDP contracts are for construction or BOT basis depending on the section being tendered.

Highways:-

The following are some of the announcements made by the Government of India for the infrastructure Development in India:-

1. An ambitious National Highway Development Programme (NHDP), involving a total investment of Rs.2, 20,000 crore upto 2012, has been established.

2. The Union Cabinet has approved the four-laning of 12,109 km of high density national highways, through the Build, Operation & Transfer (BOT) mode.

3. With a view to providing balanced and equitable distribution of the improved/widened highways network throughout the country, NHDP-IV envisages upgradation of 20,000 kms of such high- ways into two-lane highways, at an indicative cost of Rs.27,800 crore.

4. Steps have been taken for restructuring and strengthening of National Highways Authority of India (NHAI) which is the implementing agency for the National Highways programme. Institutional mechanisms have been established to address bottlenecks arising from delays in environmental clearance, land acquisition etc.

Railways:-

The rapid rise in international trade and domestic cargo has placed a great strain on the Delhi-Mumbai and Delhi-Kolkata rail track. Government has, therefore, decided to build dedicated freight corridors in the

Western and Eastern high-density routes. The investment is expected to be about Rs. 22,000 crore (US 5 bn). Requisite surveys and project reports are in progress and work is expected to commence within a year.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction alongwith other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Madan Gopal Pal, B.E.(Civil Engineer) is having wide experience in Construction works. He was Superintendent Engineer of PWD and was Chief Engineer in PW (Roads) Directorate in Government of West Bengal, appointed as Additional Director on 14th December, 2009 by the Board of Directors of the Company.

By virtue of provisions of section 260 of the Companies Act, 1956 Mr. Madan Gopal Pal will vacate office at the ensuing Annual general Meeting of the Company. The Board has recommended the appointment of Mr. Madan Gopal Pal as Independent Non-Executive Director of the Company, liable to retire by rotation from the date of the ensuing Annual General Meeting of the Company.

2. Mr. Shyamal Kumar Mukherjee, B.E.(Civil Engineer) is having vast experience in road and construction work and also worked as Assistant Engineer of PWD, Government of West Bengal, appointed as Additional Director on 14th December, 2009 by the Board of Directors of the Company.

By virtue of provisions of section 260 of the Companies Act, 1956 Mr. Shyamal Kumar Mukherjee will vacate office at the ensuing Annual General Meeting of the Company. The Board has recommended the appointment of Mr. Shyamal Kumar Mukherjee as Independent Non-Executive Director of the Company, liable to retire by rotation from the date of the ensuing Annual General Meeting of the Company.

3. Mr. Chinmoy Mazumdar and Mr. Dibakar Chatterjee retires by rotation in the forthcoming Annual General Meeting and are being eligible to offer themselves for re-appointment.

4. Mr. Chirantan Mukherjee, Non Executive Director, Mr. Asamanja Mitra, Non Executive Director and Mr. Mahiruha Mukherjee, Whole-time Director resigned from the Board with effect from 1st December 2009. Your Directors record their appreciation for the valuable contributions made by them during their tenure of Directorship in the Company.

The details of Directors seeking appointment/reappointment have been annexed as part of the Annual Report.

Unpaid Dividend

Last seven years balances lying in the Companys Unpaid Dividend Accounts with its bankers are shown

below:

Year Amount as on 31.03.2010

2002-03 Rs. 3,24,132.50

2003-04 Rs. 91,980.00

2004-05 Rs. 3,43,114.80

2005-06 Rs. 3,73,662.00

2006-07 No Dividend Declared

2007-08 Rs. 1,44,282.00

2008-09 Rs.1,58,054.00

As per the Companies Act, 1956 unpaid dividend for 2002-03 will be transferred to Investor Education and Protection Fund of Central Government in October, 2010 after completion of seven years. Individual reminders have been sent to the concerned shareholders to take action for claiming the dividend from the Company before it is transferred to the said fund.

Unpaid/unclaimed dividend amounting to Rs. 2, 08,155/- for the year 2001-02 had been deposited to the Investor Education and Protection Fund of Central Government on 24th October, 2009.

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board mem- bers and senior management personnel, has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2009-10, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2010-11.Your Directors recommend reappointment of G. Basu & Co.

AUDITORS OBSERVATIONS

Regarding observation of Auditors in regard to AS-15 (Revised), the same when read with corresponding reference in notes for accounts will be found self explanatory.

Regarding overdue statutory payments, steps have been initiated to deposite them with appropriate authorities without further delay.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 217 (2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956.

Although your Companys core activity is in the area of civil construction which is not power intensive, your Company is making every effort to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There is no foreign exchange earnings or outgo during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

- that appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2010 and of the profit of the Company for the said period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the valuable support and cooperation of Central and State Governments, Public Works Department of the respective State Governments, Bankers to the company and local authorities. Your Directors also thank the Companys valued and es- teemed customers, suppliers, contractors, sub contractors, business associates and employees of the Company for their extended and continued patronage, cooperation, support and look forward for the same in future.

Kolkata Samar Nag Shib Ram Nag S.K.Saha

18th May, 2010 Director Director Director



 
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