Mar 31, 2018
The Directors are pleased to present the 28 Annual Report together with the audited Statements of company for the Financial Year ended 31 M arch 2018. The summarized and consolidated financial performance of your Company is as under:
FINANCIAL RESULTS (Rs. in Lakhs)
Standalone |
Consolidated |
|||
Particulars |
Year Ended 31 M arch 2018 |
Year Ended 31 M arch 2017 |
Year Ended 31 M arch 2018 |
Year Ended 31st march2017 |
Total Revenue |
10509.58 |
10565.09 |
18615.86 |
18110.10 |
Total Expenses (Excluding Finance Cost, Depreciation and Amortization) |
7448.04 |
6156.32 |
14906.12 |
13594.99 |
Earnings Before Finance Cost, Depreciation, Tax and Amortization (EBIDTA) |
3061.54 |
4408.77 |
37096.74 |
4515.11 |
Less: Finance Cost |
2672.08 |
4098.98 |
3287.77 |
4238.35 |
Earnings Before Depreciation, Tax and Amortization (EBDTA) |
389.46 |
309.79 |
421.97 |
276.76 |
Less: Depreciation and Amortization |
15.88 |
23.95 |
30.24 |
39.37 |
Profit Before Tax & Share of Profit/(Loss) of Associates and Joint Ventures |
373.58 |
285.84 |
391.73 |
237.39 |
Share of Profit/(Loss) of Associates and Joint Ventures |
- |
- |
(52.42) |
19.28 |
Profit Before Tax (PBT) |
373.58 |
285.84 |
339.31 |
256.67 |
Less: Current Tax |
121.00 |
4.66 |
156.45 |
15.45 |
Deferred Tax |
(2.62) |
2.70 |
(15.40) |
(3.50) |
Profit for the year |
255.20 |
278.48 |
198.26 |
244.72 |
Other Comprehensive Income |
(4.35) |
(2.60) |
(9.36) |
7.35 |
Total Comprehensive Income for the year |
250.85 |
275.88 |
188.90 |
252.07 |
Note: The Company has adopted Indian Accounting Standard (referred to us Rs.ind AS'') with effect from April 1 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of toe Companies Act, 2010 (â71â) read with relevant Rules framed thereunder and other accounting principles generally accepted in India.
BUSINESS AND OPERATIONS REVIEW
Your Company is in the business of infrastructure development, construction & real estate (including hospitality). Such businesses are carried on either by the Company directly and/or through its various subsidiaries & associates (including joint ventures) which are collectively referred to as Shristi Group or Shristi. Shristi commenced its operations in 19 and ever since has focused on creating value and timely delivery to all its clients and the people of India.
During the year under review, the total revenue of the Company on standalone basis remained largely the same, i.e., Rs. 10510 lakhs as compared to the previous year figure of Rs. 15060 However, due to reduction in finance charges, Profit Before Tax (PBT) increased by 31, Lei from Rs. 286 lakhs in the previous year to Rs. 374 lakhs in the current year.. Similarly, on con condoled basis, the total revenue of the Company for the current year increased marginally from Rs. 18110 lakhs in the previous year to RS.18616 lakhs in the current year, however profit Before Tax (PBT) increased by 65%, i.e. from Rs.237 lakhs in the previous year to Rs.392 lakhs in the current year on account of decrease in finance costs.,
Further, it is a matter of great satisfaction to report that first phase of ''The Westin Hotel'' which was being developed at Rajarhat-Kolkata, by Shristi Hotel Private Limited, a material subsidiary of the Company, has become operational since September 2017. Thought the project faced regulatory challenges beyond its control, which substantially delayed the project, yet due to persistent efforts of the management, the project ultimately saw the light of the day. The Westin Hotel had a grand opening as it was fully booked for the participants of FIFA -17, World Cup 2017, which was held for the first time in India.
The hospitality business and the other businesses of the Company have good potential as independent businesses. Further the hospitality business represents a distinct line of business having differing financial needs and strategic imperatives from the other businesses of the Company which can be better addressed by separation of the hospitality business and other businesses under two focused entities. Hence, the Company during the Financial Year 2016-17 had approved a scheme of arrangement pursuant to section 230, 232 and other applicable provisions of the Companies Act 2013, for (1) Amalgamation to, Cortina of East Kolkata Infrastructure Development Private Limited (wholly owned subsidiary of the Company) with the Company, so that real estate development business of a wholly owned subsidiary of the Company can be combined and carried on together with the real estate development business of the Company more effectively and (2) Demerger can be combined and carried on together with the real estate development business of a wholly owned subsidiary of the Company to Vipani Hotels & Resorts Limited (wholly owned subsidiary of the Company). The Scheme was approved by SEBI, BSE, Shareholders & Creditors of the Company and the matter is listed for further hearing at National Company Law Tribunal, Kolkata Bench. Hence, pending such approval, no effect of the same has been provided in the accounts of the Company.
The Financial Statements have been prepared by your Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under the Companies Act 2013 read with the Companies (Accounts) Rules 2014. The company has adopted Ind AS with effect from 1st April 2017 and the Financial Statements for the year ended 31st March 2018 has been prepared in accordance with Ind AS. The Financial Statements for the year ended 31st March 2017 have accordingly been restated.
SUBSIDIARIES AND ASSOCIATE COMPANIES
The Statement in Form AOC-1 containing the salient features of the financial statement of your companyRs.s subsidiaries and Associate Companies pursuant to first proviso to Section 129(3) of the companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules 2014, forms part of the Annual Report. Further, in line with section 129(3) of the Act read with the aforesaid Rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiary and Associate Companies.
A report on the performance and financial position of each of the Subsidiaries and Associate Companies included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1} of the companies (Accounts) forms part of the annual accounts of each of the Subsidiary and Associate Companies which have been placed on the website of your Company www.shristicorp.com and also forms part of Form AOC-1 pursuant to Rule 5 of the companies (Accounts) Rules 2014, which forms part of this Annual Report, Members interested in obtaining a copy of the annual accounts of the Subsidiaries and Associate Companies may write to the Company Secretary at your Company''s Registered Office. The said report is not repeated here for the sake of brevity. The Subsidiaries of the Company function independently, with an adequately empowered Board of Director.
The names of Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year are given below:
Vindhyachal Attivo Food Park Private Limited has become a subsidiary of the Company w.e.f. 8th septamber 2017. Further, two Joint Ventures in form of partnership entities by names of Shristi-Sam Lain-Yogi JV and Shristi-Sam Lain JV were constituted on 5th August 2017 and 49tn August 2017 respectively.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Company has in place a Policy for determining ''Material'' Subsidiaries as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on your companyRs.s website www.thristiaotp.fom and a link to the same has been provided elsewhere in this Annual Report.
As on 31st M arch 2018, Shristi Hotal Private Limited (SHPL), is the material subsidiary of your company and in com compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Braja Behari Mahapatra, Director of the Company functions as c director on the Board of SHPL.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
There have been no material changes and commitments effecting the financial position of the Company which Save occurred between the end of the financial year of your Company to which the financial statements relate end the date of this report.
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 Forty Five Crores Only) by way of Private Placement on 30th November 2016 which is to be redeemed on 30th November 2025. Interest on the said NCD was paid as per the relevant provisions. The terms of NCD were changed during the year under review so as to include a put option upto a maximum amount of Rs.35 crores which can be exercised every year till 30th November 2025.
TRANSFER TO RESERVES
During the year under review, no amount from profit was transferred to Genercl Reserve.
DIVIDEND
In continued pursuit of distributing profits to shareholders, your Directors Save recommended equity dividend of Rs.0.05 per share i.e. 5% for the financial year 2017-18 (financial year 2016-17; Rs.0.05). The dividend, if approved, by the Members at the 28th Annual General Meeting of your company will be paid to the shareholders subject to corporate Dividend Tax to be paid by your company. The dividend together with the dividend distribution tax will entail a cash outflow of Rs.133.60 lakhs.
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.
PROMOTER GROUP SHAREHOLDING
During the year under review, there were no instances of acquisitions as well as transfer of shares amongst the Promoter / Promoters'' Group of your Company resulting in any change in Company''s Promoter / Promoters'' Group shareholding. The aggregate shareholding of Promoter / Promoters'' Group of your Company as on 31st March 2018 is as follows;
Sl. |
Name of the Promoter / Promoters'' Group |
Shareholding |
|
No. |
No. |
% |
|
1 |
Mr. Sujit Kcnoria |
100600 |
0.45 |
2 |
M/s. Adishakti Commercial Private Limited* |
16538319 |
74.50 |
Total |
16638919 |
74.95 |
*As on 31st March 2018, 3080000 shares of M/s. Adishakti Commercial Private Limited were under pledge.
TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, your Company transferred a sum of Rs.87791/- (Rupees Eighty Seven Thousand Seven Hundred Ninety One only) to the Investor Education & Protection Fund (IEPF) of the Central Government, being the dividend amount pertaining to the FY 2009-10, which was due & payable and remained unclaimed and unpaid for a period of 7 (seven) year, in compliance with the provisions of Section 125 of the companies Act, 2013. Further, during the year under review, 95805 equity shares amounting to Rs.9,58,050 (Face Value) were transferred to the IEPF pertaining to the FY 2009-10.
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 form time to time, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
As per the provisions of Section 92(3) of the companies Act 2013 read with Rule 12(1) of the companies (Management and Administration) Rules 2014, an extract of Annual Return of the Company for the company financial year ended 30st March 2018 in form MGT-9 is annexed herewith as ANNEXURE-I to this Report.
AUDIT COMMITTEE
The Audit Committee as on 31st March 2018 comprises of Mr. Sakti Prasad Ghosh, Mr. Dipak Kumar Banerjee, Mr. Kailash . Nath Bhandari and Mr. Braja Behari Mahapatra, Independent Directors of the company. Mr. Sakti Prasad Ghosh, Independent Director is the Chairman of the Audit Committee. The Company Secretary of your Company acts as the Secretary to the Audio Committee. The terms of reference of the Audit Committee and other details has been provided in the Corporate Governance Section forming a part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177(9) of the companies Act 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 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 this Annual Report.
DISCLOSURE POLICY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 200
The Company has been employing women employees in various cadres within its office premises. 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 Company 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 2017-18 and hence no complaint is outstanding as on 31st March 2018 for redressal.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company, being an infrastructure company, is exempted from the provisions as applicable to loans, guarantees and securities under Section 186 of the Companies Act 2013. The details of investments are provided in the notes to the Standalone Financial Statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions of your Company are entered in the ordinary course of business and are on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015.
There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of your Company at large. Your Company has not entered into any material related party transactions with any of its related parties during the FY 2017-18 without requisite approval of the Members may refer to the notes to the financial statements for details of related party transactions.
Since ell related party transactions entered into by your company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to your company. The related party transactions are entered into based considerations of various business exigencies, such as synergy in operations, legal requirements, liquidity and capital resources of subsidiaries and associates.
In terms of Regulation 23(2) of SEBI Listing Regulations, 2015, your company obtained prior approval of the Audit Committee for entering into transactions with related parties, as applicable. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the Certificate from the Chief Financial officer (CFO) of your company. A Related Party Police has been devised by your company for determining the materiality of transactions with related parties and dealing with them. The said Policy is available on your companyâs website www.shristicorp.com and a link to the same has been provided elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of remuneration of employees pursuant to Section 197(12) read with Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as annexures to the Boardsâ Resort oe7 forms part of this Annual Report as ANNEXURE-II.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of statement under Rule 8 of companies (Accounts) Rules 2014 for conservation of Energy, Technology absorption are not given as the company has not undertaken any manufacturing activity. During the year under review, the total foreign exchange earnings and expenditure of your company was NIL and Rs. 16.97 lakhs respectively(previous yeas NIL and Rs.24.95 lakhs respectively).
STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. G. P. Agrawal & Co., Chartered Accountants, (ICAI Registration Number-302082E) have been appointed as Statutory Auditors of the Company for a term of 5 consecutive years from the conclusion of the 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting to be held in 2022 at such remuneration as agreed upon between the Board of Directors of the Company and the Auditors.
The requirement to place the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting has been done away with vide notification dated 7th May 2018 issued by the Ministry of Corporate Affairs.
Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors in the ensuing Annual General Meeting.
The notes of the financial statements referred to in the Auditorsâ Report issued by M/s. G. P. Agrawal & Co., for the financial year ended on 31st March, 2018 are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
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., Company Secretaries to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31st March 2018 is annexed herewith marked as ANNEXURE-III to this Report. The Secretarial Audit Report for the financial year ended 31st March 2018, does not contain any qualification, reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board
There was no change in the composition of Board of Directors and the Key Managerial Personnel of the Company during the year under review.
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.
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 Director.
The Nomination & Remuneration Committee (NRC) also carried out evaluation of every directorâs performance. The Board carried out evaluation of its own performance and that of its Committees as well as evaluation of 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 carried out through a structured questionnaire based on the criteria formulated by the 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 evaluation was satisfactory and meets the requirements of the Company.
Nomination & Remuneration Policy
As approved by the Board of Directors of your Company, the Company has in place a Nomination & Remuneration Policy containing the criterial for determining qualifications, positive attributes and independence of a Director and policy relating to remuneration for Director. Key Managerial Parsonnel and other employees. The Nomination & Remuneration for Director. Key Managerial Personnel and other employees of the Company is available on your Companyâs website www.shristicorp.com and a link to the said Policy has been provided elsewhere in this Annual Report.
Familiarization Programme
In compliance with the provisions of the Listing Regulations, your Company facilitates various programmes/sessions to familiarize Independent Directors with respect to the nature of the industry in which the Company operates, business model of the Company, the roles, rights and responsibilities of Independent Directors etc. The details of such programme and related matters are put up on the website of the Company at www.shristicorp.com and a link to the said Policy has been provided elsewhere in this Annual Report.
Directorsâ Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act 2013, your Directors to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March 2018, 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 the 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 have 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.
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 which would impact the going concern status of the Company and its future operations.
SHRISTI WEBSITE
The website of your company, www.shristicorp.com carries a comprehensive database 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. The particulars contained on the website mentions details of the Projects/ developments under taken by the Company including depicting banners/ posters of the Project. The contents are being modified in terms of the stipulations / recommendations under the Real Estate Regulation Act, 2016 and Rules made there under (âRERAâ) and accordingly may not be fully in line thereof as of date as all the states have not come out with the respective rules.
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, shareholders, vendors. bankers and advisors 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
Dipak Kumar Banerjee
Chairman
DIN: 00028123
Place: Kolkata
Date: 21st May, 2018
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty-fifth Annual Report
together with the Audited Financial Statements of your Company for the
financial year ended 31st March, 2015. The summarised standalone and
consolidated financial performance of your company is as under:
FINANCIAL RESULTS (Rs. in Lacs)
PARTICULARS Year ended Year ended
31st march 31st march
2015 2014
Total Revenue 10738 12536
Profit Before Interest, Tax, Depreciation and 1521 1800
Amortization (PBIDTA)
Less: Finance Cost 1184 1410
Profit before Tax, Depreciation & Amortization 337 390
(PBDTA)
Less: Depreciation & Amortization 25 21
Profit Before Tax (PBT) 312 369
Current Tax 101 120
Deferred Tax (14) 8
Income Tax for earlier years - -
Profit After Tax (PAT) 225 241
Surplus brought forward from last year 611 316
Profit available for appropriation 836 557
Appropriations:
Proposed Dividend (55) (67)
Dividend Tax (11) (11)
Earlier Year adjustment 0.27 132
Balance carried to Balance Sheet (being amount 770 611
transferred to Reserve & Surplus)
PARTICULARS Year ended Year ended
31st march 31st march
2015 2014
Total Revenue 15827 15754
Profit Before Interest, Tax, Depreciation and 5014 5070
Amortization (PBIDTA)
Less: Finance Cost 4555 4637
Profit before Tax, Depreciation & Amortization 459 433
(PBDTA)
Less: Depreciation & Amortization 91 66
Profit Before Tax (PBT) 368 367
Current Tax 129 127
Deferred Tax (19) 5
Income Tax for earlier years 1 (34)
Profit After Tax (PAT) 257 269
Surplus brought forward from last year 693 369
Profit available for appropriation 950 638
Appropriations:
Proposed Dividend (55) (67)
Dividend Tax (11) (11)
Earlier Year adjustment (15) 133
Balance carried to Balance Sheet (being amount 869 693
transferred to Reserve & Surplus)
BUSINESS AND OPERATIONS REVIEW
Your Company is an ISO 9001:2000 certified leading civil and social
infrastructure development company. The company is presently engaged in
the construction & development of complete integrated townships, power
plants, transmission lines, hotels, SEZ etc. The company has joined
hands with the Union Government of India and various State Government
entities to enhance India's urban infrastructure, including tourism &
hospitality, housing, power, water, sewerage, and others on a pan- India
basis. Your Company has a joint venture with the Housing and Urban
Development Corporation Limited (HUDCO) and a host of agencies of State
Governments for the development of various housing as well as social
infrastructure projects based on the Public Private Partnership model.
The year under review continued to be challenging for the Company
because of volatile input costs, delay in regulatory approvals and
continued slowdown in the infrastructure sector. In the back drop of
challenging macro economic conditions, your Company since last few
years has adopted the cautious strategy of selectively bidding for the
projects wherein project receivables do not get locked and provide for
a decent IRR without being risky. On standalone basis, the turnover is
Rs. 10,738 lacs as against previous year figure of Rs. 12,536 lacs
which is less by 17%. Profits before Interest, Depreciation & Tax is
Rs. 1,521 lacs as against previous year's figure of Rs. 1,800 lacs and
Profit after taxation is Rs. 225 lacs as against previous year's figure
of Rs. 241 lacs, which is less by 7%. Inspite of challenging economic
environment, Company's strategy regarding judicious bidding, containing
costs and optimum resource utilization, have helped in sustaining its
profitability.
Your Company is engaged in the infrastructure construction business
with focus on EPC and PMC contracts for Power Plants, Special Economic
Zones (SEZs) and High Rise Buildings. The infrastructure development
projects are presently being pursued primarily through its various
subsidiaries, associates and joint venture companies. Due to severe
slowdown in the infrastructure sector in the last three years, your
Company has realigned its business strategy from delivering high growth
to one that focuses on tightening operations and generating cash flows.
Given the past experience, changed circumstances, future developments,
plans in the various business verticals and after considering various
options, it was felt that consolidation of the businesses of the
Company under one entity would create better synergies for the business
operations of the Company, including reduction in managerial,
administrative and other common costs. Hence, the Board of your Company
has approved a restructuring proposal for merging the development
business under Shristi Housing Development Limited alongwith its two
more wholly owned subsidiaries namely, Vitthal Hospitality Private
Limited and Vivekananda Skyroad Limited, with the Company. The
amalgamation will enable the merged entity to offer a comprehensive
package of infrastructure products and solutions from one entity. The
same will enable the merged entity to compete and bid for new projects
more competitively and effectively with the combined credentials,
experience and track record of both the Companies. This would also lead
to greater cohesiveness in gaining market share and increased brand and
customer recognition.
The Financial Statements have been prepared by your Company in
accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under the Companies Act
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Statement in Form AOC-1 containing the salient features of the
financial statements of your Company's subsidiaries, associates and
joint venture companies pursuant to first proviso to Section 129(3) of
the Companies Act, 2013 (Act) read with Rule 5 of the Companies
(Accounts) Rules, 2014, forms part of the Annual Report. Further, in
line with Section 129(3) of the Act read with the aforesaid Rules, the
Listing Agreement with the Stock Exchanges and in accordance with the
Accounting Standards, Consolidated Financial Statements prepared by
your Company include financial information of its subsidiary, associate
and joint venture companies.
A report on the performance and financial position of each of the
subsidiaries, associate and joint venture companies included in the
Consolidated Financial Statements prepared by your Company as per Rule
8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual
financial statements of each of the subsidiary, associates and joint
venture companies which have been placed on the website of your Company
www.shristicorp.com and also forms part of Form AOC-1 pursuant to Rule
5 of the Companies (Accounts) Rules, 2014, which forms part of this
Annual Report. Members interested in obtaining a copy of the annual
accounts of the subsidiary, associate and joint venture companies may
write to the Company Secretary at your Company's Registered Office. The
said report is not repeated here for the sake of brevity. The
Subsidiaries of the Company function independently, with an adequately
empowered Board of Directors.
During the financial year under review, East Kolkata Infrastructure
Development Private Limited and Border Transport Infrastructure
Development Limited, both have become wholly owned subsidiaries of your
Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
During the year under review, your Company has formulated and put in
place a Policy for determining 'Material' Subsidiaries as per the
revised Clause 49(V)(D) of the Listing Agreement with the Stock
Exchanges. A subsidiary shall be considered as material if the
investment of your Company in the subsidiary exceeds 20% (twenty
percent) of its consolidated net worth as per the audited balance sheet
of the previous financial year or if the subsidiary has generated 20%
(twenty percent) of the consolidated income of your Company during the
previous financial year. The said Policy is available on your Company's
website www.shristicorp.com and a link to the same Policy has been
provided elsewhere in this Annual Report.
As on 31st March, 2015, Shristi Housing Development Limited (SHDL), is
the material subsidiary of your Company and the Company has appointed
Mr. Sakti Prasad Ghosh, Independent Director of the Company on the
Board of SHDL in compliance with the provisions of the Listing
Agreement.
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.
DIVIDEND
In continued pursuit of distributing profits to shareholders, your
Directors have recommended equity dividend of Rs. 0.25 per share for
the Financial Year 2014-15 (Financial Year 2013-14: Rs. 0.30). The
dividend, if approved at the 25th Annual General Meeting by the
members, will be paid to all those equity shareholders whose names
appear in the register of members as on 12th September, 2015. The
Dividend for the financial year 2014-15 shall be subject to tax on
dividend to be paid by your Company but will be tax free in the hands
of the shareholders.
PROMOTER GROUP SHAREHOLDING
During the year under review, there were various instances of
acquisitions as well as transfer of shares amongst the Promoter/
Promoters' Group of your Company resulting in effective increase of
your Company's Promoter/Promoters' Group shareholding by 23.28 percent
from 50.32 percent to 73.60 percent. The aggregate shareholding of
Promoter/Promoters' Group of your Company as on 31st March, 2015 is as
follows:
SI. Name Shareholding
No.
No. %
1. Sujit Kanoria 100600 0.45
2. Adishakti Commercial Private Limited* 13148943 59.23
3. Adishakti Retail Private Limited 3080000 13.87
4. Business Economics Publication Private 5000 0.02
Limited*
5. Vikarta Enterprises Private Limited (Formerly 5000 0.02
Aksara Enterprises Private Limited)*
*Part of the Promoter/Promoters' Group with effect from 14th August,
2014
As on 31st March 2015, 30,80,000 shares of Adishakti Retail Private
Limited was under pledge.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Dividend amount of Rs. 1,76,038/- for the year 2007-08 is still lying
unclaimed and hence would be required to be transferred to IEPF account
on 28th October, 2015 since 7 years would be expiring for the said
year. The Company is requesting the shareholders once again to claim
their dividend amount from the Company. During the year under review no
amount was transferred to IEPF.
AWARDS AND RECOGNITION
Shristi won the following accolades during the year:
i) "Shristinagar-Asansol" has bagged the award for "Best Promising
Integrated Green Township of the Year" by Brands Academy Real Estate
Awards 2015 in association with NDTV, NAR India (National Association
of Realtors), NAREDCO & ACRI (Association of Certified Realtors of
India) in New Delhi.
ii) "Shistinagar-Guwahati" has been awarded the "Most Admired Upcoming
Project of the Year" award by ABP News.
iii) "Sentrum Mall and the Annexe Commercial building" recently won the
"Best Malls & Shopping Centres of the Year" by Estate Avenues CNBC
Award.
GLOBAL OUTLOOK
The global economic recovery has been slow. United States showed tepid
signs of improvement but Europe and Japan continued to be under
pressure all through the year. In the Euro area, growth in 2014 was
weaker than expected on account of low investment, inflation and high
economic uncertainty being faced by Greece. Emerging markets, notably
China recorded a decline in growth rate and other major constituent
countries like Brazil, Russia and South Africa also recorded
deceleration in growth rates. The global economic climate continues to
be volatile, uncertain and prone to geo-political risks especially with
regard to the Chinese slowdown and Eurozone crisis. The World Bank
expects the global growth rate for 2015 to be 3.0 percent whereas the
International Monetary Fund (IMF) expects global economy to grow by 3.5
percent in 2015.
INDIAN SCENARIO
Indian Economy is showing signs of revival. According to Economic
Survey, the annual growth rate of the Indian Economy is projected to
have increased to 7.4 percent in 2014-15 as compared to 6.9 percent in
the previous year. To make GDP data globally more relevant and
comparable, the Central Statistical Office has changed the base year on
which comparisons are made to 2011-12 from 2004-05 due to which GDP
growth rate of FY 14 stands revised to 6.9 percent from 4.7 percent. In
FY 16 the growth rate is likely to go up further to anything between
8.1 - 8.5 percent making India, world's fastest growing major emerging
economy. The International Monetary Fund also predicts that India's
economy will overtake China in terms of its annual growth rate in
2015-16.
INFRASTRUCTURE SECTOR OVERVIEW
Infrastructure sector in India has witnessed a severe slowdown over the
last three years. The entire infrastructure climate in India is today
plagued with structural issues of the past few years. Primarily, it is
the legacy of the very large number of stalled projects. Within
infrastructure, 80 projects stalled were related to electricity and
power. Another 143 hindered infrastructure projects relate to
construction and real estate, where the major reason for delays and
halt is the lack of environmental clearances. Keeping in mind the
present subdued investment climate in India, the government has decided
to step up investments in infrastructure on its own so that more funds
can be channelized into infrastructure creation. An additional Rs.
70,000 crore has been earmarked for infrastructure. Government is also
revisiting the existing PPP policy so that the private sector can
become more effective in infrastructure creation. A few steps announced
by the Government for infrastructure in the current budget includes
setting up of five new ultra mega power projects of 4000 MW each,
setting up of a National Investment & Infrastructure Fund with an
annual outlay ofRs. 20,000 crore from the Centre, floating of Tax-free
infrastructure bonds for mobilising resources for projects in rail,
road and irrigation and increased outlays for building rural
infrastructure like roads, housing, power supply, hygiene, water
supply, cold storages, among others.
OPPORTUNITIES, THREATS AND BUSINESS OUTLOOK
The Government of India has been successful in containing inflation and
the low oil prices are unlikely to put any upward pressure on
inflation. The RBI has signalled a gradual easing of interest rates
which is expected to stimulate investment. But more needs to be done
because, Indian Industry, in general, and the infrastructure sector in
particular is suffering from high interest costs. The Government is
working towards restarting the stalled infrastructure projects and has
also initiated a number of measures towards easing the business
climate. Basic corporate tax rate is being reduced from 30 per cent to
25 per cent over the next 4 years. The General Anti Avoidance Rules
(GAAR) stand deferred by another two years which will address some of
the concerns of the foreign investors and concerted efforts are being
made to cut red tape. The new guidelines for REITs, the easing of EDI
investment norms in the sector, and tax incentives for home buyers all
signal the intent of the Government to support growth in the sector.
While consumer demand levels across most sectors remain muted, we are
confident that the economic cycle is turning, and that demand will pick
up significantly in the years ahead. The new Government's thrust on
smart cities, housing for all, and urban renewal are all expected to
give a boost to urbanization and the growth of the construction and
development sector.
Key operational risks faced by the Company include slow order inflows,
execution bottlenecks of clients, rising interest costs, delay in
payment from customers, longer gestation period for procurement of
land, time taken for approvals, inability to sell the project as per
plan, inability to complete and deliver projects according to the
schedule leading to additional cost of construction and maintenance,
erosion of brand value, appointment and retention of quality
contractors/ sub contractors and inability to attract and retain
talent.
The Company addresses these issues within a well structured framework
which identifies the desired controls and assigns ownership to monitor
and mitigate the risks. The Company has also invested significant
resources in an Enterprise Resource Planning (ERP) solution and
transparent customer friendly processes, which are expected to go a long
way to address some of these risks. Emphasis continued on continuous
improvements in project execution efficiencies which resulted in notable
gains. The Company also has a Code of Conduct for all its Employees. The
Company's Corporate Governance policies ensure transparency in
operations, timely disclosures and adherence to regulatory compliances,
leading to enhanced stakeholder value.
The sector is also awaiting the enactment of The Real Estate
(Regulation and Development) Bill, 2013. The new law is expected to
bring in greater transparency and would be beneficial for the end
customers. As it is an evolving piece of legislation, the benefits from
this regulation will be realised over a period of time.
The headwinds facing the Indian economy over the past couple of years
are abating and beneficial turns in commodity and interest cycles
alongwith a favourable policy environment is likely to lead to an
improved demand environment and your Company believes that it is well
positioned to leverage this trend and continue its focus of creating
superior value for all its stakeholders.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness was observed. Internal
control systems and process level checks and balances are reviewed and
updated on a continuous basis. The internal control is supplemented by
an extensive program of internal audit, reviewed by the Management,
documented policies, guidelines and procedures. Your Company has
implemented the ERP systems for better internal controls. The top
management and Audit Committee of the Board review the findings evolved
during checking of system and operation and take steps accordingly.
RISK MANAGEMENT
The Company already has in place the procedure to inform the Board
about the risk assessment and minimization procedures. 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. Your Company has
constituted a "Risk Management Committee" consisting of Managing
Director and the Chief Financial Officer, for monitoring and reviewing
of the risk assessment, mitigation and risk management plan from time
to time. The Board periodically reviews implementation and monitoring
of the risk management plan for the Company including identification
therein of elements of risks, if any, which in the opinion of the Board
may threaten the existence of the Company.
HUMAN RESOURCES
Shristi firmly believes that its employees are one of the most valuable
resources. Only highly motivated employees can enable the Company to
meet and exceed the expectations of various stakeholders including
customers and investors. Employees are encouraged to develop their
respective individual development plans and continuous learning
processes help them do better. Your Company creates and maintains a
supportive environment, to attract and cultivate the very best talent
in this business. Employer Branding of Shristi is maintained and
leveraged through a well-knit, winning embrace of Talent Acquisition,
Talent Management & Talent Engagement that provides the competitive
edge to the Company in adding agility and ability through continuous
capacity building mechanism that imparts sustainable human capital
advantage in today's dynamic and turbulent business landscape. The
details relating to employees have been mentioned elsewhere in this
Report.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement the Company is
committed to maintain the highest standards of corporate governance and
adhere to the prescribed corporate governance requirements. The report
on Corporate Governance as stipulated under the Listing Agreement forms
an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of
corporate governance is attached to the report on Corporate Governance.
DETAILS OF BOARD MEETINGS
During the year, 2014-15, 7 (seven) Board meetings were held and the
details of the Board meetings including the Committee meetings have
been furnished in the Corporate Governance Report forming part of this
Annual Report.
EXTRACT OF ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of Annual Return of the Company for the financial year
ended 31st March, 2015 in Form MGT-9 is annexed herewith as Annexure I
to this Report.
AUDIT COMMITTEE
The Audit Committee as on 31st March, 2015, comprises of Mr. Dipak
Kumar Banerjee, Mr. Sakti Prasad Ghosh and Mr. Braja Behari Mahapatra,
Independent Directors and Mr. Kailash Nath Bhandari, Non-executive
Director. Mr. Dipak Kumar Banerjee, Independent Director is the
Chairman of the Audit Committee. The Company Secretary of your Company
acts as the Secretary to the Audit Committee. The Terms of Reference of
the Audit Committee has been provided in the Corporate Governance
Section forming a part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of section 177(9) of the Companies Act, 2013 read with rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
clause 49 of the Listing Agreement, 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 this Annual Report.
DISCLOSURE POLICY UNDER THE 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. 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 2014-15 and hence no complaint is
outstanding as on 31.03.2015 for redressal.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is provided in the standalone financial statement
(Please refer to Note 14 to the standalone financial statement).
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 in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
In terms of clause 49(VII) of the Listing Agreement, your Company
obtained prior approval of the Audit Committee for entering into any
transaction with related parties. The Audit Committee reviews all
related party transactions on a quarterly basis.
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 Annual Report.
Your Directors draw attention of the members to Note 26 to the
standalone financial statement which sets out related party
disclosures.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 (12) of Companies Act, 2013 and Rule 5
(1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 has been appended as Annexure II to this Report.
Details of employee remuneration as required under Rule 5(2) & 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 will be provided upon request by any member of the Company. In
terms of Section 136(1) of the Companies Act 2013, the Report and
Accounts are being sent to the members excluding the aforesaid details.
Any member interested in obtaining copy of the same may write to the
Company Secretary at the registered office of the Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of statement under Rule 8 of Companies (Accounts) Rules,
2014 for conservation of Energy, Technology absorption are not given as
the Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange expenditure of
your Company was Rs. 22.97 lacs (P. Y. Rs. 26.64 lacs).
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
S. S. Kothari & Co., Chartered Accountants, having firm registration
no. 302034E allotted by The Institute of Chartered Accountants of India
(ICAI), were appointed as Statutory Auditors of the Company for a
period of 3 years in the last Annual General Meeting (AGM) held on 19th
September, 2014. They have also confirmed that they are eligible for
appointment.
Further, the report of the Statutory Auditors alongwith notes to
Schedules is enclosed to this report. The observations made in the
Auditors' Report are self-explanatory and therefore do not call for any
further comments.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, the
Board has appointed K. Arun & Co., Company Secretaries to conduct
Secretarial Audit for the financial year 2014-15. The Secretarial Audit
Report for the financial year ended 31st March, 2015 is annexed
herewith marked as Annexure III to this Report. The Secretarial Audit
Report for the financial year ended 31st March, 2015, does not contain
any qualification, reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board
During the year under review, the members approved the appointments of
Mr. Dipak Kumar Banerjee, Mr. Sakti Prasad Ghosh, Mr. Vinod Juneja, Mr.
Kailash Nath Bhandari and Mr. Braja Behari Mahapatra as Independent
Directors of the Company for a period of 5 years from the date of the
Twenty fourth Annual General Meeting of the Company held on 19th
September, 2014 who are not liable to retire by rotation. In this
regard, the Company has issued formal letter of appointment to the
Independent Directors and the same is also available on website of the
Company. To comply with the revised Corporate Governance Code
(effective w.e.f. 1st October, 2014) Mr. Kailash Nath Bhandari's
designation, pursuant to his request, was changed to Non- Executive
Director from Independent Director of the Company, liable to retire by
rotation w.e.f. 30th September, 2014.
The Company has received declarations from all Independent Directors of
the Company confirming that they meet the criteria of independence as
prescribed both under the Companies Act, 2013 and the Listing Agreement
with the Stock Exchanges.
Appointment of Director
Pursuant to the provisions of the Companies Act, 2013, Dr. Srabani Roy
Choudhury (DIN: 07006221) who was appointed as an Additional Director
in the capacity of an Independent Director w.e.f. 1st November, 2014
holds office up to the ensuing Annual General Meeting. Being eligible,
Dr. Srabani Roy Choudhury offers herself for appointment as a Director
of the Company in the capacity of an Independent Director. The Board of
Directors based on the recommendation of the Nomination & Remuneration
Committee, have recommended the appointment of Dr. Srabani Roy
Choudhury as a Non-Executive Independent Director of the Company.
Re-appointment of 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.
Performance Evaluation and meeting of Independent Directors
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that the formal annual evaluation needs to be done by the
Board of its own performance and that of its Committees and individual
directors. Schedule IV to the Companies Act, 2013 states that the
performance evaluation of the Independent Directors shall be done by
the entire Board, excluding the director being evaluated. Accordingly,
the Board of Directors of the Company carried out the performance
evaluation of all Directors and Committees of the Company.
During the F.Y. 2014-15, the Independent Directors of the Company also
met once to discuss and carry out the evaluation of performance of (i)
Non-Independent Directors and the Board of Directors of the Company as
a whole, (ii) the evaluation of performance of the Chairman of the
Company, and (iii) evaluation of the quality, content and timelines of
flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its
duties.
Nomination & Remuneration Policy
As approved by the Board of Directors of your Company, the Nomination &
Remuneration Policy for Directors, Key Managerial Personnel and other
employees of the Company is available on your Company's website
www.shristicorp.com and a link to the said Policy has been provided
elsewhere in this Annual Report.
Familiarization Programme
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights and responsibilities in the
Company, nature of the industry in which the Company operates, business
model of the Company and related matters are put up on the website of
the Company at www.shristicorp.com and a link to the said Policy has
been provided elsewhere in this Annual Report.
Directors' Responsibility Statement
Pursuant to the requirement of 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 have 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
SHRISTI WEBSITE
The website of your company, www.shristicorp.com carries a
comprehensive information database 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.
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
Dipak Kumar Banerjee
Chairman
Place: Kolkata
Date: 29th May, 2015
Mar 31, 2014
Dear members,
The Directors are pleased to present the Twenty-fourth Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2014. The summarised standalone and consolidated
financial performance of your Company is as under:
FINANCIAL RESULTS (Rs. in Lacs)
Particulars Standalone Consolidated
Year Year Year Year
Ended Ended Ended Ended
31st 31st 31st 31st
March March March March
2014 2013 2014 2013
Total Income 12536 11714 15754 16217
Earnings Before Interest, 1800 2274 5070 5287
Depreciation, Tax and
Amortization (EBIDTA)
Less: Finance Cost 1410 1884 4637 4967
Earnings Before Depreciation, 390 390 433 320
Tax & Amortization (EBDTA)
Less:Depreciation&Amortization 21 29 66 70
Profit before Extra Ordinary 369 361 367 250
Items and Tax
Less:Good will written - - - -
off/extra ordinary items
Profit Before Tax (PBT) 369 361 367 250
Provision for:
Income Tax 120 117 127 126
Deferred Tax Liability 8 2 5 3
Earlier Year - - (34) (1)
Profit After Tax (PAT) 241 242 269 122
Less:Minority Interest & - -
Other Adjustment
Balance brought forward 316 140 369 310
from previous year
Amount available for 557 382 638 432
appropriation
Appropriations:
Transfer to General - - - -
Reserve
Proposed Dividend (67) (56) (67) (56)
Dividend Tax (11) (9) (11) (9)
Earlier Year Adjustment 132 (1) 133 2
Balance carried to 611 316 693 369
Balance Sheet (being amount
transferred to Reserve & Surplus)
Dividend
In continued pursuit of distributing profits to shareholders, your
Directors have recommended equity dividend of Rs. 0.30 per share for
the Financial Year 2013-14 (Financial Year 2012-13 : Rs. 0.25). The
dividend, if approved at the 24th Annual General Meeting by the
members, will be paid to all those equity shareholders whose names
appear in the register of members as on September 13, 2014. The
Dividend for the Financial Year 2013-14 shall be subject to tax on
dividend to be paid by your Company but will be tax free in the hands
of the shareholders.
OPERATIONAL/FINANCIAL REVIEW
Shristi Infrastructure Development Corporation Limited (''Shristi'') is
one of the leading construction and infrastructure development
companies in India with a Pan-India presence. Shristi along with its
subsidiary companies is operating in three main verticals,
Infrastructure Construction, Infrastructure Development and
Infrastructure Consultancy. The progress on various projects is
satisfactory but a few projects are going slow due to general slow down
in the Economy.
Shristi continues to focus on developing green integrated townships,
integrated industrial parks & logistic hubs. Your Company has launched
a new Integrated Green Township in Guwahati, the Gateway of the North
East, with a built up area in excess of 13.5 million sq. ft. It is
spread across 250 acres of sprawling greenery and set against the
backdrop of the magnificent Brahmaputra river and the majestic hills.
It is going to be the first integrated township with world class living
& leisure options in a fully gated community in the North East.
Shristi''s one more Retail Mall of approximately 1 lac square feet at
Agartala (Tripura) will be fully operational during the current year.
The year under review continued to be challenging for the Company
because of increased costs, challenging business environment and
sluggish industry volumes. On standalone basis, your Company earned PBT
of Rs. 369 lacs against previous year''s figure of Rs. 361 lacs and on
consolidated basis your company has earned PBT of Rs. 367 lacs against
previous year''s figure of Rs. 250 lacs. Your Company has taken many
measures to contain costs and has judiciously allocated its resources
to improve its cashflows, which has resulted in better profitability.
The Standalone and Consolidated Financial Statements have been prepared
by your Company in accordance with the requirements of the Accounting
Standards notified by the Central Government under the Companies
(Accounting Standards) Rules, 2006. The Audited Standalone and
Consolidated Financial Statements together with Auditors Report thereon
forms part of the Annual Report.
AWARDS AND ACCOLADES
Shristi won the following accolades during the year:
- Shristinagar Asansol awarded "Integrated Township of the Year" by ABP
News
- Sentrum Mall at Asansol awarded "The Best Designed Retail Space" by
Credai Bengal & Crisil INDUSTRY STRUCTURE AND DEVELOPMENTS,
OPPORTUNITIES, THREATS AND OUTLOOK Global Outlook
The Global economy seems to be finally stabilizing after five years of
global financial crisis. Global activity has broadly strengthened and
is expected to improve further in 2014-15, with much of the impetus
coming from advanced economies. As per IMF global growth is projected
to strengthen from 3 percent in 2013 to 3.6 percent in 2014 and 3.9
percent in 2015. In advanced economies, growth is expected to increase
to about 2.5 percent in 2014-15, an improvement of about 1 percentage
point compared with 2013. Growth will be strongest in the United States
at about 2.75 percent. Growth is projected to be positive but varied in
the Euro area : stronger in the core, but weaker in countries with high
debt and financial fragmentation, which will both weigh on domestic
demand. In emerging market and developing economies, growth is
projected to pick up gradually from 4.7 percent in 2013 to about 5
percent in 2014 and 5.25 percent in 2015. Growth will be helped by
stronger external demand from advanced economies, but tighter financial
conditions will dampen domestic demand growth. In China, growth is
projected to remain at about 7.5 percent in 2014 as the authorities
seek to rein in credit and advance reforms while ensuring a gradual
transition to a more balanced and sustainable growth path.
Indian Scenario
The year 2013-14 was one of the most challenging for the Indian
economy, with India''s GDP growing below the psychological 5% level for
the second successive year. After 4.5% growth in F.Y. 13, India''s GDP
grew by about 4.7% in F.Y. 14.
The increase in policy rates by Reserve Bank of India (RBI) in order to
contain inflationary pressure has slowed down industrial growth
considerably. Reduction in private consumption has also contributed.
Manufacturing sector has contracted and domestic investment sentiment
remains weak. The construction sector remained flat- growing at a
marginally higher 1.7 percent during 2013-14 as compared to 1.1 percent
during 2012-13. The real estate sector came under significant pressure
during 2013-14 due to this decline in the growth momentum, high
interest rate on home loans as well as accompanying fall in consumer
sentiment. According to a research report by property consultants
Knight Frank India Private Limited in March 2014, the sales volume of
15 listed real estate companies out of the top-25 that they track,
declined by 43 percent during the third quarter of 2013-14, and almost
halved over the past eight quarters. Besides, delays in approvals and
high cost of funds have increased the project execution cost and log
jammed construction activity across the Country.
Reversing this, bleak outlook for the infrastructure sector will depend
on the pace of progress on several fronts. First, easier monetary
conditions and a softer interest rate regime - which will make
investment in property more affordable for the end user as well as
de-risk balance sheets of the sector and bring down project execution
costs. Second, there is a need for a more responsive regulatory
framework, faster approval cycles and removing uncertainty resulting
from impending legislations. Finally, it is essential to revitalise
economic growth so as to restore business and consumer confidence.
However, there is a genuine reason for hope now. There has been a
regime change at the Centre. The fact that the new government has come
to power with a clear majority augurs well for the country as the
elected government, with minimum coalition pressure, will be in a
position to undertake long pending actions. The government has
expressed its commitment to revive infrastructure growth and is willing
to collaborate with state governments to provide a major thrust to
infrastructure. The new regime realises the importance of unlocking the
domestic growth potential and it has made it adequately clear that
infrastructure creation is its priority.
However, whether India will be able to take advantage of this situation
depends a lot on the policies and programmes that will be pursued by
the new Union Government. Thus, the new government''s actions will
essentially determine how the economy performs in F.Y. 15 and in the
coming years. For India to emerge as a favoured investment destination,
the steps taken to drive infrastructure creation will be crucial. World
Bank has projected India''s GDP growth to be 6% in 2014-15. Asian
Development Bank (ADB) has come up with a more conservative estimate
and expects India''s GDP to grow at 5.5% in F.Y. 15. OPPORTUNITIES,
THREATS & BUSINESS OUTLOOK
Infrastructure development has been identified as the key driver of
long term economic growth in India over the years. India''s Twelfth Five
Year Plan (2012-17) envisages investments worth USD 1 trillion for
infrastructure. If even, three fourth of this planned investment is
actually realized, it can propel India''s economic growth back to a
higher trajectory and with it, significantly improve the fortunes of
the infrastructure construction and development sector.
Key operational risks faced by the Company include longer gestation
period for procurement of land, time taken for approvals, inability to
sell the project as per plan, inability to complete and deliver
projects according to the schedule leading to additional cost of
construction and maintenance, erosion of brand value, appointment and
retention of quality contractors/ sub contractors, inability to attract
and retain talent, poor customer satisfaction, fraud and unethical
practices, failure to comply with laws and regulations leading to
fines, penalties and lengthy litigations.
The Company addresses these issues within a well structured framework
which identifies the desired controls and assigns ownership to monitor
and mitigate the risks. The Company has also invested significant
resources in an Enterprise Resource Planning (ERP) solution and
transparent customer friendly processes, which are expected to go a
long way to address some of these risks. The Company also has a Code of
Conduct for all its Employees. The Company''s Corporate Governance
policies ensure transparency in operations, timely disclosures and
adherence to regulatory compliances, leading to enhanced stakeholder
value.
Even as the macro economic outlook for the immediate future is not very
encouraging, the Company believes that the medium to longer term
outlook for domestic growth remains positive. Till such time, the
Company is relying on its ability to innovate and execute to tide over
the impact of adverse economic and regulatory environment. However,
given that there are still credible risks, the outlook for 2014-15
remains cautious.
Shristi is in a phase of consolidation and is focused on optimizing its
strategy and operations to overcome the present economic and financial
challenges to emerge as an even stronger entity that can best leverage
opportunities once the external environment regains its growth oriented
trajectory.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Your Company recognizes Risk Management as an integrated, forward
looking and process oriented approach for managing all key business
risks and opportunities. Your Company''s business exposure to the normal
financial and market risks continue to be monitored, managed and
strengthened from time to time by systems and processes commensurate
with the volume of business activities and the perceived risk
mitigation requirements. Internal control systems and process level
checks and balances are reviewed and updated on a continuous basis. The
internal control is supplemented by an extensive program of internal
audit, reviewed by the Management, documented policies, guidelines and
procedures. Your Company has implemented the ERP systems for better
internal controls. The top management and Audit Committee of the Board
review the findings evolved during checking of system and operation and
take steps accordingly.
HUMAN RESOURCES
Shristi firmly believes that its employees are one of the most valuable
resources. Only highly motivated employees can enable the Company to
meet and exceed the expectations of various stakeholders including
customers and investors. Employees are encouraged to develop their
respective individual development plans and continuous learning
processes help them do better. Your Company creates and maintains a
supportive environment, to attract and cultivate the very best talent
in this business. Employer Branding of Shristi is maintained and
leveraged through a well-knit, winning embrace of talent Acquisition,
Talent Management & Talent Engagement that provides the competitive
edge to the Company in adding agility and ability through continuous
capability building mechanism that imparts sustainable human capital
advantage in today''s dynamic, turbulent business landscape.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the Annual Report for the information of the
shareholders. A certificate from the Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance as
stipulated under the said Clause 49 also forms a part of this Annual
Report.
FIXED DEPOSITS
Deposits amounting to Rs. 15,000/- matured and remained unclaimed by
the depositors as on 31st March, 2014 and the said amount is lying in
escrow account with HDFC Bank. The Company has not accepted any
deposits from the public during the financial year ended March 31st,
2014.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year under review, your Company has transferred a sum of Rs.
41,465/- to the Investor Education & Protection Fund (IEPF), the amount
which was due & payable and remained unclaimed and unpaid for a period
of seven years, as provided in Section 205A(5) of the Companies Act,
1956.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with Accounting Standards 21 and 27, issued by the Institute
of Chartered Accountants of India, forms part of the Annual Report. The
group recorded a consolidated profit before tax of Rs. 367 lacs for the
financial year 2013-14 as compared to Rs. 250 lacs during the F.Y.
2012-13. The statement pursuant to Section 212 of the Companies Act,
1956 containing details of Company''s subsidiaries form part of the
Annual Report. Ministry of Corporate Affairs, Government of India vide
General Circular 2/2011 dated 8th February, 2011 has granted general
exemption by directing that the provisions of Section 212(8) of the
Companies Act, 1956 shall not apply in relation to subsidiaries and sub
subsidiaries of those Companies which fulfill certain conditions
mentioned in the said Circular. Accordingly, by fulfilling the
conditions mentioned in the said Circular the Balance Sheet, Statement
of Profit and Loss and other documents of the said subsidiaries and sub
subsidiaries are not attached with the Company''s Accounts. As required
by the said Circular, the financial information of the said
subsidiaries and sub subsidiaries are being disclosed in the Annual
Report and the detailed accounts of the subsidiary and sub subsidiaries
shall be put on the Company''s website www.shristicorp.com. The Company
will make available the annual accounts of the said subsidiaries and
sub subsidiaries and the related detailed information to any member of
the Company who may be interested in obtaining the same. The annual
accounts of any subsidiaries will also be kept open for inspection by
any shareholders at the Company''s Registered Office and that of the
respective subsidiaries. The Consolidated Financial Statements
presented by the Company include financial results of the said
subsidiaries. A statement of holding Company''s interest in subsidiaries
and sub subsidiaries viz., Shristi Housing Development Limited, Shristi
Urban Infrastructure Development Limited, Vivekananda Skyroad Limited,
Border Transport Infrastructure Development Limited, Shristi Udaipur
Hotels & Resorts Private Limited, East Kolkata Infrastructure
Development Private Limited, Kanchan Janga Integrated Infrastructure
Development Private Limited, World City Development Private Limited,
Medi-Net Services Private Limited, Vitthal Hospitality Private Limited,
Finetune Engineering Services Private Limited and Vipani Hotels &
Resorts Private Limited are also furnished.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and the Rules there under, in respect of the employees of the
Company, is provided in the Annexure forming part of this Report. In
terms of Section 219 (1) (b) (iv) of the Act, the Report and Accounts
are being sent to the Members, excluding the aforesaid Annexure. The
Annexure is available for inspection by Members at the Registered
Office of the Company during business hours on working days up to the
date of the ensuing AGM, and if any Member is interested in obtaining a
copy thereof such Member may write to the Company Secretary, whereupon
a copy would be sent.
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.
DIRECTORS
The Board of Directors of your Company had appointed Mr. Sunil Jha as
an Additional Director of the Company w.e.f. 12 February 2014, in terms
of Section 161 of the Companies Act, 2013 and the Articles of
Association of the Company and whose term of office expires at the
ensuing Annual General Meeting and is eligible for appointment as
Director of the Company. Mr. Sunil Jha was also appointed as Managing
Director of the Company w.e.f. 4th March, 2014 for a period from 4th
March, 2014 to 3rd March, 2017 subject to the approval of shareholders.
Mr. Debi Prasad Sarawgi, resigned as Managing Director and from the
Board of Directors w.e.f. 3rd March, 2014. The Board wishes to place on
record, its appreciation of the contribution, advice and guidance
extended by him during his tenure as Managing Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act,
2013 (''Act'') read with Companies (Appointment and Qualification of
Directors) Rules, 2014, recently amended Clause 49 of the Listing
Agreement with Stock Exchanges (''Listing Agreement'') and your Company''s
Articles of Association, the Board of Directors of your Company is
seeking appointment of Mr. Dipak Kumar Banerjee, Mr. Kailash Nath
Bhandari, Mr. Sakti Prasad Ghosh, Mr. Vinod Juneja, and Mr. Braja
Behari Mahapatra as Independent Directors of the Company for a period
of 5 (five) consecutive years from the date of the forthcoming
Twenty-Fourth Annual General Meeting (AGM) of the Company. All these
Directors have filed with your Company their consent and declaration of
independence pursuant to provisions of the Act and the aforesaid Rules
and the Listing Agreement with the Stock Exchanges.
The appropriate resolution(s) seeking your approval and brief
resume/details for re-appointment/ appointment are furnished in the
notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year;
(iii) that the directors have 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; and
(iv) that the directors have prepared the annual accounts for the
financial year ended 31st March, 2014 on a going concern basis.
AUDITORS
M/s. S. S. Kothari & Co., Chartered Accountants having Firm
Registration No.302034E allotted by The Institute of Chartered
Accountants of India (ICAI), retire as Statutory Auditors of your
Company at the conclusion of the ensuing Annual General Meeting (AGM)
and have confirmed their eligibility and willingness to accept the
office of Auditors, if re-appointed. Your Company has received a
confirmation from M/s. S. S. Kothari & Co., Chartered Accountants to
the effect that their re-appointment, if made, would be within the
limits prescribed under Section 139 of the Companies Act, 2013 and the
rules framed thereunder. They have also confirmed that they hold a
valid peer review certificate as prescribed under Clause 41(1) (h) of
the Listing Agreement.
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
rules framed thereunder the Audit Committee and the Board of Directors
of your Company recommend the re-appointment of M/s. S. S. Kothari &
Co., Chartered Accountants, as the Statutory Auditors of your Company.
Members are requested to consider their re-appointment as Statutory
Auditors of your Company to hold office from conclusion of ensuing AGM
until the conclusion of 27th AGM to be held in the year 2017, subject
to annual ratification by members at Annual General Meeting on
remuneration to be decided by the Board of Directors based on
recommendation of the Audit Committee of your Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy and technology absorption are not given as the
Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange expenditure of
your Company was Rs. 26.64 lacs/- (previous year Rs. 44.93 lacs).
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation for all Stakeholders, Customers, Financial
Institutions, Banks, Government Authorities, Stock Exchanges,
Suppliers, the Company''s valued investors and other business partners
for their continued co-operation and excellent support received during
the year.
Your directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
Place : Kolkata Dipak Kumar Banerjee
Date : 28th May, 2014 Chairman
Mar 31, 2013
The Directors are pleased to present the Twenty Third Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2013. The summarised standalone and consolidated
financial performance of your Company is as under:
Standalone Consolidated
Partlculars Year Ended Year Ended Year Ended Year Ended
31st March, 2013 31st March,
2012 31st March,
2013 31st March,
2012
Total Income 11714 12487 16217 16506
Earning Before
Interest, 2274 2000 5287 5125
Depreciation, Tax and
Amortization (EBIDTA)
Less: Finance Cost 1884 1533 4967 4528
Earning Before
Depreciation, 390 467 320 597
Tax & Amortization
(EBDTA)
Less: Depreciations
Amortization 29 37 70 88
Profit before extra
ordinary 361 430 250 309
items and tax
Less: Goodwill written - 200 - 200
off/extra ordinary items
Profit Before Tax (PBT) 361 230 250 309
Provision for:
Income Tax 117 143 126 173
Deferred Tax Liability 2 4 3 8
Earlier Year - - (1) 4
Profit After Tax
(PAT) 242 83 122 124
Less: Minority Interest - -
Balance brought forward 140 559 310 935
from previous year
Amount available for 382 642 432 1059
appropriation
Appropriations
Transfer to General
Reserve - - - (29)
Proposed Dividend (56) (44) (56) (45)
Dividend Tax (9) (7) (9) (7)
Earlier Year Adjustment (1) (451) 2 (668)
Balance carried to
Balance Sheet 316 140 369 310
(being amount
transferred to
Reserves Surplus)
members as on September 14, 2013. The Dividend for the financial year
2012-13 shall be subject to tax on dividend to be paid by your Company
but will be tax free in the hands of the shareholders.
INDUSTRY STRUCTURE AND DEVELOPMENTS, OPPORTUNITIES, THREATS AND OUTLOOK
Global Outlook
Global economic activity remains passive amidst signs of diverging
growth paths across major economies. In the United States, a slow
recovery is taking hold, driven by improvements in the housing sector
and employment opportunities. However, the pace of recovery remains
weak which will slowly gain pace in the months ahead.
In the Euro area, economy remains mired in recession, characterized by
decline in industrial production, weak exports and low domestic demand.
This makes the global environment in the coming years more uncertain
and exporters might find it more challenging. A clear industrial policy
with special emphasis on manufacturing competitiveness and
infrastructure spending will be the key requirement of revival of
demand in markets like UK.
The Emerging Market & Developing Economies, as a group saw a market
decline in growth rates, from 6.4% in 2011 to 5.1% in 2012, with the
major constituents viz. China, India, Brazil, Russia all recording
significant deceleration.
According to the forecasts of the International Monetary Fund, the
World GDP is expected to grow by 3.3% in 2013 with advanced economies
growing by 1.2% and the emerging and developing economies growing by a
much faster rate of 5.3%; while the Euro area continues to contract
mildly by 0.3%.
Indian Scenario
India witnessed an economic slowdown with GDP growth of 5% in Financial
Year 2012-13 - a 10 year low. The key issues for this downturn include
the cumulative effect of high inflation levels in the economy which led
to RBI adopting a tight monetary policy, lack of political consensus on
policy reforms, a marked slowdown in the rate of capital formation and
weak investor sentiments under the backdrop of a sluggish global
economy as discussed earlier.
Better quality of physical infrastructure is a prerogative for the
Indian economy to continue at the high rates established over the last
decade. But infrastructure development in the last two years has been
slow due to numerous challenges being faced by the sector. Some of the
challenges are complex but cohesive solutions oriented approach by all
concerned stakeholders can go a long way in helping the sector realize
its immense potential.
The current state of the economy makes it necessary for the Government
to put in place a robust and implementable plan of action for its
revival. The economy has experienced a consistent fall in the quarterly
GDP growth since 2011, alarmingly high levels of twin deficits viz.
Current Account Deficit (CAD) and Fiscal Deficit as well as worrying
volatility in the inflow of foreign investments. Though inflationary
pressure has receded in the last quarter of 2012 but other worrying
economic indicators has put the Indian economy in a challenging pathway
on the short term. Further, sharp decline of Rupee against the US
dollar is a major cause of concern as it can undermine the recent gains
in inflation and also depress badly the much needed capital inflows.
The Government has announced several regulatory reforms and policy
measures including the setting up of Cabinet Committee on Investments
to ensure expeditious clearance and implementation of big ticket
infrastructure projects and it is expected that same would yield
results.
As per RBI estimates, the Indian economy is expected to grow by 5.7%
during 2013-14 representing only a modest improvement over the previous
year.
Opportunities, Threats & Business Outlook
The demand of Infrastructure is greater than ever before, the
Government of India has set an ambitious target for doubling investment
in infrastructure from Rs. 20.5 trillion to Rs. 40.9 trillion during the
Twelfth Plan (2012-17). The total investment in infrastructure is
proposed to be increased to 10.5% of GDP by the end of the plan period.
If even, three fourth of this planned investment is actually realized,
it can propel India''s economic growth back to a higher trajectory and
with it, significantly improve the fortunes of the infrastructure
construction and development sector.
While the management is confident of exploiting the opportunities,
there are also challenges to be met in terms of economic environment,
regulatory hurdles, escalating construction costs, sluggish demand for
commercial space and non availability of skilled manpower at all
levels. But your Company is confident of managing associated risk and
difficult market conditions through well defined business processes,
risk management tools and a dedicated & experienced senior management
team across all segments.
During 2013-14, economic activity is expected to show a modest
improvement over last year, with a pick-up likely only in the second
half of the year.
The outlook remains subdued, with the pipeline of new investment drying
up and existing projects stalled by bottlenecks and implementations
gaps, increased cost of funds, difficulty in land acquisition etc. With
the global growth unlikely to improve significantly from 2012, growth
in services, exports, infrastructure development may remain sluggish
for quite some time. It is critical to consolidate and build upon the
recent gains in controlling inflation. Sustained revival of growth is
not possible without a revival of investment. But investment sentiment
remains inhibited owing to subdued business confidence and dented
business profitability. However, the slowdown in the Indian economy has
not altered the belief in the long term potentialof the economy.
Domestic Consumption remains one of the key growth engines of the
Indian economy. With the large and growing population, significant
additions to the working age population over the medium to long term,
rising disposable incomes including in rural areas and the Government''s
increasing spends on the social sector to foster inclusive growth - the
structural drivers for rapid growth in consumption are in place.
Shristi is in a phase of consolidation and is focused on optimizing its
strategy and operations to overcome the present economic and financial
challenges to emerge as an even stronger entity that can best leverage
opportunities once the external environment regains its growth oriented
trajectory.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Your Company recognizes Risk Management as an integrated, forward
looking and process oriented approach for managing all key business
risks and opportunities. Your Company''s business exposure to the normal
financial and market risks continue to be monitored, managed and
strengthened from time to time by systems and processes commensurate
with the volume of business activities and the perceived risk
mitigation requirements. Internal control systems and process level
checks and balances are reviewed and updated on a continuous basis. The
internal control is supplemented by an extensive program of internal
audit, reviewed by the Management, documented policies, guidelines and
procedures.
Your Company has implemented the ERP systems for better internal
controls. The Top Management and Audit Committee of the Board review
the findings evolved during the checking of system & operation and take
steps accordingly.
HUMAN RESOURCES
Shristi firmly believes that its employees are one of the most valuable
resources. Only highly motivated employees can enable the Company to
meet and exceed the expectations of various stakeholders including
customers and investors. Employees are encouraged to develop their
respective individual development plans and continuous learning
processes help them do better. Your Company creates and maintains a
supportive environment, to attract and cultivate the very best talent
in this business. Employer Branding of Shristi is maintained and
leveraged through a well-knit, winning embrace ofTalent
Acquisition,Talent Management&Talent Engagement that provides the
competitive edge to the company in adding agility and ability through
continuous capability building mechanism that imparts sustainable human
capital advantage in today''s dynamic, turbulent business landscape.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the Annual Report for the information of the
shareholders. A certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the said Clause 49 also forms a part of this Annual Report.
FIXED DEPOSITS
Deposits amounting to Rs. 56,465/- matured and remained unclaimed by the
depositors as on 31st March, 2013 and the said amount is lying in
escrow account with HDFC Bank. The Company has not accepted any
deposits from the public during the financial year ended March 31st,
2013.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year under review, your Company has transferred a sum of Rs.
50,218/- to the Investor Education & Protection Fund, the amount which
was due & payable and remained unclaimed and unpaid for a period of
seven years, as provided in Section 205A(5) of the Companies Act, 1956.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company prepared in
accordance with Accounting Standards 21 and 27, issued by the Institute
of Chartered Accountants of India, form part of the Annual Report. The
group recorded a consolidated Profit Before Tax of Rs. 250 lacs for the
financial year 2012-13 as compared to Rs. 309 lacs during the financial
year 2011-12. The statement pursuant to Section 212 of the Companies
Act 1956 containing details of Company''s subsidiaries form part of the
Annual Report.
Ministry of Corporate Affairs, Government of India vide General
Circular 2/2011 dated 8th February, 2011 has granted general exemption
by directing that the provisions of Section 212(8) of the Companies
Act, 1956 shall not apply in relation to subsidiaries and sub
subsidiaries of those Companies which fulfill certain conditions
mentioned in the said circular. Accordingly, by fulfilling the
conditions mentioned in the said circular the balance sheet, profit and
loss account and other documents of the said subsidiaries and sub
subsidiaries are not attached with the Company''s accounts. As required
by the said circular the financial information of the said subsidiaries
and sub subsidiaries are being disclosed in the Annual Report and the
Annual Report and the detailed accounts of the subsidiary and sub
subsidiaries shall be put on the Company''s website www.shristicorp.com.
The Company will make available the annual accounts of the said
subsidiaries and sub subsidiaries and the related detailed information
to any member of the Company who may be interested in obtaining the
same. The annual accounts of subsidiaries will also be kept open for
inspection by any shareholder at the Company''s Registered Office and
that of the respective subsidiaries. The consolidated financial
statements presented by the Company include financial results of the
said subsidiaries. A statement of holding Company''s interest in
subsidiaries and sub subsidiaries viz., Shristi Housing Development
Private Limited, Shristi Urban Infrastructure Development Limited,
Vivekananda Skyroad Limited, Border Transport Infrastructure
Development Limited, Shristi Udaipur Hotels & Resorts Private Limited,
East Kolkata Infrastructure Development Private Limited, Kanchan Janga
Integrated Infrastructure Development Private Limited, World City
Development Private Limited, Medi-Net Services Private Limited, Vitthal
Hospitality Private Limited, Finetune Engineering Services Private
Limited and Vipani Hotels & Resorts Private Limited are also furnished.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and the Rules there under, in respect of the employees of the
Company, is provided in the Annexure forming part of this Report. In
terms of Section 219 (1) (b) (iv) of the Act, the Report and Accounts
are being sent to the Members, excluding the aforesaid Annexure. The
Annexure is available for inspection by Members at the Registered
Office of the Company during business hours on working days up to the
date of the ensuing AGM, and if any Member is interested in obtaining a
copy thereof such Member may write to the Company Secretary, whereupon
a copy would be sent.
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.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and your
Company''s Articles of Association, Mr. Sakti Prasad Ghosh retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year;
(iii) that the directors have 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; and
(iv) that the directors have prepared the annual accounts for the
financial year ended 31st March, 2013 on a going concern basis.
AUDITORS
M/s. S. S. Kothari & Co., Chartered Accountants, retire as the Auditors
of your Company at the conclusion of the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept the
office of Auditors, if re-appointed. A Certificate from the Auditors
has been received to the effect that their re- appointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to consider their re -
appointment for financial year ending 31st March, 2013 on remuneration
to be decided by the Board of Directors of your Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
Information in accordance with the provisions of Section 217(l)(e) of
the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 regarding conservation of energy and technology absorption are not
given as the Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange expenditure of
your Company was Rs. 44.93 lacs (previous year Rs. 27.02 lacs).
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation for all stakeholders - Customers, Financial
Institutions, Banks, Government Authorities, Stock Exchanges,
Suppliers, the Company''s valued investors and other business partners
for their continued co-operation and excellent support received during
the year.
Your directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
Place :Kolkata Dipak Kumar Banerjee
Date :27th May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the Twenty Second Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2012. The summarised standalone and consolidated
financial performance of your Company is as under:
FINANCIAL RESULTS (Rs. in Lacs)
Standalone Consolidated
Particulars Year Ended Year Ended Year Ended Year Ended
31st March,
2012 31st March,
2011 31st
March, 2012 31st
March,
2011
Total Income 12487 10895 16506 16851
Profit before
Depreciation, 467 882 597 1264
Amortization & Tax
Less: Depreciation 37 27 88 66
Profit before
extra ordinary 430 855 509 1198
items and tax
Less: Goodwill
written off/ 200 200 200 200
extra ordinary items
Profit Before Tax 230 655 309 998
Provision for:
Income Tax 143 293 173 380
Deferred Tax
Liability 4 (11) 8 2
Tax for Earlier
Years - - 4 1
Profit After Tax 83 373 124 615
Less: Minority
interest & - - - 41
Other Adjustment
Balance brought
forward 559 315 935 490
from previous year
Amount available for
appropriation 642 688 1059 1064
Appropriations
Transfer to
General Reserve - - - -
Proposed Dividend (44) (111) (45) (112)
Dividend Tax (7) (18) (7) (19)
Earlier Year
Adjustment (451) - (668) -
Balance as at the
close of the year 140 559 310 935
OPERATIONAL REVIEW
The year under review has been challenging for the Company primarily
because of rising input costs, high interest rates, delay in receiving
government approvals and slackening demand for commercial property. Yet
on standalone basis, your Company has registered a moderate growth of
15% in turnover, though profitability has been affected because of the
aforesaid factors. On standalone basis, your Company has clocked
EBIDTA of Rs. 1892 lacs against previous year's EBIDTA of Rs. 2106 lacs and
on consolidated basis your company has earned EBITDA of Rs. 4866 lacs
against last year's EBITDA of Rs. 5183 lacs.
DIVIDEND
In continued pursuit of distributing profits to shareholders, your
Directors have recommended equity dividend of Rs. 0.20 paisa Shristi
Infrastructure Development Corporation Limited per equity share for the
financial year 2011-12. The dividend, if approved, at the 22"" Annual
General Meeting by the members, will be paid to all those equity
shareholders whose names appear in the register of members as on
September 14, 2012. The Dividend for the financial year 2011-12 shall
be subject to tax on dividend to be paid by your Company but will be
tax free in the hands of the shareholders.
INDUSTRY STRUCTURE AND DEVELOPMENTS, OPPORTUNITIES, THREATS AND OUTLOOK
Global Outlook
Performance of major advanced economies has been a point of concern as
the economic outlook of the Euro area continues to be grim in the
shadow of a protracted sovereign debt crisis. Japan is still trying to
cope up with the economic impact of natural calamities which is having
an impact on its export partners. Despite some modest signs of
improvement in the US, the European debt problem has unquestionably
remained as a dominant global factor and a source of volatility in
asset and currency markets all over the world. By contrast, emerging
market economies have generally shown reasonable robustness - mainly on
account of their domestic drivers and increasing linkages with each
other. Nevertheless, a slowdown in advanced economies is a point of
concern as it impacts the investment and the exchange rate channel of
the domestic economy. The Greek crisis and the instability regarding
its position in the Eurozone have poised more confusion and insecurity
to the world economy. The surge in prices of commodities and oil has
led to high levels of inflation which has hit normal life especially in
emerging economies like India.
Indian Scenario
The Indian macroeconomic environment has looked turbulent during the
past year. After a promising start to the decade in 2010-11, with
achievements like maintaining GDP growth rate around 8%, bringing down
fiscal deficit to 4.8% of GDP as well as containing current account
deficit to 2.6%, the fiscal year 2011-12 has been challenging for the
Indian Economy. The year started on a note of optimism through
impressive growth in exports and high levels of foreign exchange
inflows, only to moderate as the year progressed through continued
monetary tightening in response to the untamed inflationary pressures.
Gradually, high levels of inflation gave way to a slow-down in the
growth. Due to weakening industrial growth, Indian economy grew
approximately by 6.9% in 2011-12 as compared to 8.4% in 2010-11, this
indicates a slowdown and is worrying.
In response to the untamed inflationary levels for long time, the
Reserve Bank of India (RBI) has been tightening monetary policy for
last two years with thirteen increases in the policy rate viz., repo
rate which is raised from 5% in March 2010 to 8.5% in October 2011.
Repo rate has been maintained at the same level since then albeit with
a slight reduction of 50 basis points in April 2012.
Though inflation has moderated recently, high inflation during the
current fiscal added to the woes of the common man. Basic food item and
fuel prices remained high while high rates raised input prices and
borrowing costs, forcing small and medium sized enterprises to cut
margins and incur losses.
In light of a perceivably weak macroeconomic environment, a
well-planned economic revival policy from the Government's part is
required to get back the Indian Economy on the path to stable and
prosperous growth.
Business Outlook & Future Plans
The key to sustaining India's growth rate, during challenging times,
lies in developing India's Infrastructure. The Government has planned
an outlay of USD 1 Trillion during the Twelfth Five Year Plan (2012 -
17) and 50% of this investment is expected from the private sector.
Supply side constraints drive up inflation and since development of
infrastructure addresses supply side constraints which helps in
arresting inflation and also results in higher growth, the outlook
seems encouraging.
There are many key areas of strengths in the sector, notable among
which are the increasing number of private players in the
infrastructure segment and the governments' supporting investment
policies (both Private & FDI).
However, increased cost of funds remains an area of concern and needs
to be addressed. Further, for proper implementation of infrastructure
projects, regulations have to be put in place which would ensure
project viability and would avoid frequent changes in policies. A
comprehensive land acquisition policy which takes care of the
resettlement, rehabilitation and compensation issues should be laid out
so that projects involving acquisition of land do not get mired up in
protests and legal tangles. Clear guidelines for environmental
clearances, fuel issues etc. needs to be outlined for speedy project
implementation. Shortage of skilled and semi-skilled manpower is
emerging as a serious issue. This is one area where private sector has
to partner the government for expeditious scaling up of human capital.
On many fronts, work is in progress and as the issues are addressed
more comprehensively, more investment will flow into India's
Infrastructure. With an enhanced emphasis on infrastructure creation,
your Company is well positioned to tap the opportunities and expand its
business portfolio both on the construction as well as the development
side.
BUSINESS REVIEW
Shristi Group is operating in three main verticals, Infrastructure
Construction, Infrastructure Development and Infrastructure
Consultancy.
1. Infrastructure Construction
In the Infrastructure Construction vertical, since the Company was
already executing infrastructure projects in housing, hospitality,
roads etc., the Company considered it prudent to diversify into
execution of power projects on EPC basis, as in order to sustain 8
percent plus GDP growth rate, the power sector has to grow at 1.8 to 2
times the GDP rate. This means an addition of 15,000-20,000 MW capacity
every year. The Central Electricity Authority expects a capacity
addition of 75,000 MW to 1,00,000 MW during the Twelfth Plan (2012-17)
and majority of the addition would be from coal based plants. To
capitalize on this great opportunity, in the previous year, your
Company had started Power Division for executing power projects on EPC
basis by drawing on its own strength and also by requisitioning the
services of senior persons, supplemented with decades of experience in
development, engineering, project management, construction, operation
and maintenance of power plants of various capacities from renowned
organizations. The Company is about to commission the first power
plant, a 12MW project which it took on EPC basis at Dishergarh and is
building a 220/33 KV sub station along with 50kms transmission line at
J.K.Nagar, Raniganj. The Company is also working for a 450 MW (3 X 150
MW) power project at Haldia.
India's installed transmission capacity is only 13% of the total
installed generation capacity. With the focus on increasing generation
capacity over the next 8 -10 years, the corresponding investments in
the transmission sector are expected to increase. Your company is
gearing up to utilize the opportunities available in the associated
transmission and sub stations sector in a big way.
2. Infrastructure Development
In the Infrastructure Development business, Shristi has pioneered the
development of urban infrastructure in Tier 11/ III cities of Eastern
India by innovating infrastructure projects which were first's of its
kind and which improved the socio- economic landscape of the region.
Some of the transformational projects are :
- First City Centre in West Bengal outside Kolkata : Durgapur City
Centre
- First Integrated Township in West Bengal: Shristinagar - The New
Asansol
- First International Sports Township in India : The Arena - Haldia
International Sports City
- First Logistics Hub in West Bengal : Raniganj Square - The Highway
Hub
- First Integrated Industrial Park in North Bengal: Kanchan Janga
Integrated Park
- First State-of-the-Art Commercial Complex in Tripura: Aitorma
Agartala Sentrum
Through these projects, the company had addressed the critical
infrastructure needs and contributed to the improvement in the quality
of life of people in the region. In doing so, Shristi has been giving
adequate attention towards protecting the environment and natural
habitat, traffic circulation, facilities for sports and games, IT and
professional services, training facilities, as well as, drainage,
sewerage, power supply etc.
Your Company has also signed up a new project for an Integrated Green
Township in Guwahati, the Gateway of the North East, with a built up
area in excess of 13.5 million sq. ft. It is spread across 250 acres of
sprawling greenery and set against the backdrop of the magnificent
Brahmaputra river and the majestic hills. It is going to be the first
integrated township with world class living & leisure options in a
fully gated community in the North East.
Shristi's relentless pursuit for excellence and quality is expected to
catapult the organization into the leading infrastructure development
companies.
3. Infrastructure Consultancy
In the Infrastructure Consultancy vertical, Shristi provides
consultancy services in the field of construction & real estate. Its
expertise lies in architectural space and it outsources part of the
work to external agencies to provide full-fledged service to its
clients. Shristi draws upon HUDCO's (its JV partner) immense technical
knowledge related to Housing & Urban Infrastructure, City Planning,
Neighbourhood Planning, Tourism Development, Landscaping, Development
of Heritage, Redevelopment of Walled Cities & other Environmental
Projects, for providing consultancy to its clientele.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Your Company recognizes Risk Management as an integrated, forward
looking and process oriented approach for managing all key business
risks and opportunities. Your Company's business exposure to the normal
financial and market risks continue to be monitored, managed and
strengthened from time to time by systems and processes commensurate
with the volume of business activities and the perceived risk
mitigation requirements. Internal control systems and process level
checks and balances are reviewed and updated on a continuous basis. The
internal control is supplemented by an extensive program of internal
audit, reviewed by the Management, documented policies, guidelines and
procedures. The top management and Audit Committee of the Board review
the findings evolved during checking of system and operation.
HUMAN RESOURCES
Shristi firmly believes that its employees are one of the most valuable
resources. Only highly motivated employees can enable the Company to
meet and exceed the expectations of various stakeholders including
customers and investors. Employees are encouraged to develop their
respective individual development plans and continuous learning
processes help them do better. Your Company creates and maintains a
supportive environment, to attract and cultivate the very best talent
in this business.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the Annual Report for the information of the
shareholders, A certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the said Clause 49 also forms a part of this Annual Report.
FIXED DEPOSITS
Deposits amounting to Rs. 96,929/- matured and remained unclaimed by the
depositors as on 31st March, 2012 and the said amount is lying in Escrow
Account with HDFC Bank. The Company has not accepted any deposits from
the public during the financial year ended March 31st2012.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year under review, your Company has transferred a sum of Rs.
1,69,913/- to the Investor Education & Protection Fund, the amount
which was due and payable and which remained unclaimed and unpaid for a
period of seven years, as provided in Section 205A(5) of the Companies
Act, 1956.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company prepared in
accordance with Accounting Standards AS-21 and 27, issued by the
Institute of Chartered Accountants of India, form part of the Annual
Report. The group recorded a consolidated profit before extra ordinary
items and tax of Rs. 509 lacs for the financial year 2011-12 as compared
to Rs. 1198 lacs during the FY 2010- 11. The statement pursuant to
Section 212 of the Companies Act, 1956 containing details of Company's
subsidiaries form part of the Annual Report.
Ministry of Corporate Affairs, Government of India vide General
Circular 2/2011 dated 8th February, 2011 has granted general exemption
by directing that the provisions of Section 212(8) of the Companies
Act, 1956 shall not apply in relation to subsidiaries and sub
subsidiaries of those Companies which fulfill certain conditions
mentioned in the said circular. Accordingly, by fulfilling the
conditions mentioned in the said circular, the balance sheet, profit
and loss account and other documents of the said subsidiaries and sub
subsidiaries are not attached with the Company's accounts. As required
by the said circular, the financial information of the said
subsidiaries and sub subsidiaries are being disclosed in the Annual
Report and the detailed accounts of the subsidiary and sub subsidiaries
shall be put on the Company's website www.shristicorp.com. The Company
will make available the annual accounts of the said subsidiaries and
sub subsidiaries and the related detailed information to any member of
the Company who may be interested in obtaining the same. The annual
accounts of any subsidiaries will also be kept open for inspection by
any shareholders at the Company's Registered Office and that of the
respective subsidiaries. The consolidated financial statements
presented by the Company include financial results of the said
subsidiaries. A statement of holding Company's interest in subsidiaries
and sub subsidiaries viz., Shristi Housing Development Private Limited,
Shristi Urban Infrastructure Development Limited, Vivekananda Skyroad
Limited, Border Transport Infrastructure Development Limited, Shristi
Udaipur Hotels & Resorts Private Limited, East Kolkata Infrastructure
Development Private Limited, Kanchan Janga Integrated Infrastructure
Development Private Limited, World City Development Private Limited,
Medi-Net Services Private Limited and Vitthal Hospitality Private
Limited is also furnished. During the financial year 2011-12 two more
Companies have come within the ambit of sub subsidiary company viz,
Finetune Engineering Services Private Limited and Vipani Hotels &
Resorts Private Limited.
1. The aforesaid appointment is contractual and terminable by giving
three months notice by either side.
2. Remuneration includes Basic Salary, Commission, Leave Encashment,
Employer's contribution to Provident Fund, Incentive
3. Mr. DlbtpSsTrawgi has no holding in the Equity Shares of the
Company.
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.
DIRECTORS
During the year under review, Mr. Debi Prasad Sarawgi was appointed as
Additional Director (Executive Director) w.e.f. 11th February 2012 and
shall hold office upto the ensuing Annual General Meeting. Your Company
has received notice from a member pursuant to Section 257 of the
Companies Act, 1956 signifying his intention to propose the candidature
of Mr. Debi Prasad Sarawgi for the office of the Director.
Mr. Braja Behari Mahapatra was appointed as Additional Director (Non
-Executive Independent Director) w.e.f. 21st March 2012 and shall hold
office upto the ensuing Annual General Meeting. Your Company has
received notice from a member pursuant to Section 257 of the Companies
Act, 1956 signifying his intention to propose the candidature of Mr.
Braja Behari Mahapatra for the office of the Director.
In accordance with the provisions of the Companies Act, 1956 and your
Company's Articles of Association, Mr. Vinod Juneja retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
The Board of Directors in its meeting held on 11th February 2012,
subject t0 the approva, of the Members at this Annua, Genera, Meeting,
approved the appointment of Mr. Debi Prasad Sarawgi as the Managing
Director for a period of 3 (three) years with effect from 11th February
2012 on the terms and conditions (including remuneration) as contained
in the agreement entered between the Company and Mr. Debi Prasad
Sarawgi.
The appropriate resolution(s) seeking your approval and brief resume /
details for re-appointment/appointment are furnished in the notice of
the ensuing Annual General Meeting.
Further, Mr. Sujit Kanoria resigned as the Managing Director and from
the Board of Directors w.e.f. 11th February 2012. The Board wishes to
place on record, its appreciation of the contribution, advice and
guidance extended by him during his tenure as Managing Director of your
Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year;
(iii) that the directors have 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; and
(iv) that the directors have prepared the annual accounts for the
financial year ended 31st March, 2012 on a going concern basis.
AUDITORS
M/s. S. S. Kothari & Co., Chartered Accountants, retire as the Auditors
of your Company at the conclusion of the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept the
office of Auditors, if re-appointed. A Certificate from the Auditors
has been received to the effect that their re-appointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to consider their
re-appointment for financial year ending 31st March 2013 on remuneration
to be decided by the Board of Directors of your Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
Information in accordance with the provisions of Section 217(l)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy and technology absorption are not given as the
Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange expenditure of
your Company was Rs. 27.02 lacs (previous year Rs. 16.33 lacs).
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the excellent support and co-operation received from the Financial
Institutions, Banks, Government Authorities, Stock Exchanges,
Customers, Suppliers, Depositors and Shareholders during the year under
review. Your directors also place on record their deep appreciation for
the committed services of all employees of the Company during the year
and look forward to their continued co-operation in realization of the
corporate goals in the years ahead.
For and on behalf of the Board of Directors
Place : Kolkata Dipak Kumar Banerjee
Date : 28th May 2012 Chairman
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the Twenty First Annual Report
together with the Audited Accounts of your Company for the financial
year ended 31st March, 2011. The summarised standalone and consolidated
financial performance of your Company is as under:
FINANCIAL RESULTS
(Rs. in Lacs)
Standalone Consolidated
Year Ended Year Ended Year Ended Year Ended
31st March, 31st March, 31st March, 31st March,
2011 2010 2011 2010
Total Income 10895 9486 16851 12060
Profit before
Depreciation & Tax 882 461 1264 875
Less: Depreciation 27 18 66 83
Profit before tax 855 444 1198 792
Less: Goodwill written off 200 200 200 200
Provision for :
Income Tax 293 76 380 130
Deferred Tax Liability (11) 1 2 3
Earlier Year - - 1 -
Profit After Tax 373 167 615 459
Less : Minority Interest
& Other Adjustment - - 39 24
Balance brought forward
from previous year 315 277 490 307
Amount available for
appropriation 688 444 1066 742
Appropriations
Transfer to General Reserve -
Proposed Dividend (111) (111) (112) (216)
Dividend Tax (18) (18) (19) (36)
Balance carried to Balance
Sheet (being 559 315 935 490
amount transferred to
Reserve & Surplus)
OPERATIONAL REVIEW
The year under review has been good for your Company as it has
registered a growth of about 123%. Total Income, Profit before Tax and
Profit after Tax in standalone basis are higher by Rs.1409 lacs (15%),
Rs.411 lacs (93%) and Rs.206 lacs (123%) respectively compared to that
of previous year ended on 31st March, 2010. Similarly, Total Income,
Profit before Tax and Profit after Tax on consolidated basis are higher
by Rs.4791 lacs (40%), Rs.406 lacs (51%) and Rs.156 lacs (34%)
respectively compared to that of previous year ended on 31st March,
2010.
DIVIDEND
In continued pursuit of distributing profits to shareholders, your
Directors have recommended equity dividend of Rs.0.50 per share of
Rs.10/- face value (5% on the paid-up equity share capital) for the
financial year 2010-11. The dividend, if approved, at the 21st Annual
General Meeting by the members, will be paid to all those equity
shareholders whose names appear in the register of members as on 9th
September, 2011.
INDUSTRY STRUCTURE AND DEVELOPMENTS, OPPORTUNITIES, THREATS AND OUTLOOK
Global Outlook
The global economy is recovering steadily from the low of 2008. After
the global financial crisis, a new world order has emerged, wherein,
the emerging nations are acting as drivers of global growth and whereas
most of the developed nations are still recovering slowly. This is
evident from the fact that much of the new growth impetus came from
developing and emerging economies that witnessed 7.1% growth in 2010
compared to 2.6% in 2009.
But economic instability in some countries of Europe and growing unrest
in Middle East and North African region has affected Asian trade and
market sentiments. The surge in prices of commodities and oil have led
to high levels of inflation which has hit normal life especially in
emerging economies like India.
Indian Scenario
The financial year 2010-11 saw growth and development in the Indian
economy, it registered a healthy growth of 8.5% in FY 11 compared to 8%
in 2010. Economic growth and infrastructure development share a
reciprocal relationship, while positive growth sentiments drive higher
infrastructure investments, such investments and provision of adequate
infrastructure support is also essential to sustain over 8% growth over
a period of time. Government envisages investment of USD 1 trillion
during the Twelfth Five Year Plan (2012-17). Thus infrastructure
industry in India is poised for significant growth and your company is
all set to ride this wave and reap the benefits.
The Indian Economic growth was coupled with inflation and to curb
inflation, Government resorted to monetary measures by increasing the
interest rate. This led to increase in cost of credit thereby affecting
profitability as not all input costs can be passed to the customer.
India continues to remain an attractive investment destination. In
FY10, India received USD 37.7 billion as FDI. During April-February
FY11, FDI inflows stood at USD 25.9 billion. During the same phase, FII
inflows stood at USD 31.3 billion. Meanwhile India's trade deficit
widened as FY11 saw exports at USD 245.9 billion and imports at USD
350.7 billion. Exports expanded faster than imports, but a decline in
net invisibles translated into a widening of the current account
deficit. The current account deficit remains buffered by higher capital
inflows, but given typically lesser duration portfolio inflows figure
more than the long-term FDI in the capital flow composition, the
sustainability of India's current account deficit will be an area of
concern.
India's foreign exchange reserves increased as we moved ahead in fiscal
2010-11. In April 2010, India's foreign exchange reserves totaled USD
279.6 billion; by September 2010 this figure had increased to USD 292.9
billion. Recently numbers show that the country's foreign exchange
reserves have shot up further crossing the USD 300 billion mark. With
this level of reserves, India is amongst the ten largest holders of
foreign exchange reserves in the world.
Business Outlook & Future Plans
The development of physical infrastructure in the country and,
consequently the construction sector has been in focus during the last
decade. It is well established that the influence of the construction
industry spans across several sub-sectors of the economy as well as the
infrastructure development, such as industrial and mining
infrastructure, highways, roads, ports, railways, airports, power
systems, irrigation and agriculture systems, telecommunication systems,
hospitals, schools, townships, offices, houses and other buildings;
urban infrastructure, including water supply, sewerage, and drainage,
and rural infrastructure. Thus, it becomes the basic input for
socio-economic development.
For proper implementation of infrastructure projects, regulations have
to be put in place which would ensure project viability and would avoid
frequent changes in policies. A comprehensive land acquisition policy
which takes care of the resettlement, rehabilitation and compensation
issues should be laid out so that projects involving acquisition of
land do not get mired up in protests and legal tangles. Clear
guidelines for environmental clearances also need to be outlined for
speedy project implementation. Shortage of skilled and semi-skilled
manpower is emerging as a serious issue. This is one area where private
sector has to partner the government for expeditious scaling up of
human capital.
On financing front, a vibrant corporate debt market needs to be
developed as much reliance is on commercial banks for infrastructure
loans. Since infrastructure projects usually have long gestation
periods of 10-15 years and bank deposits typically have tenures of
three years or less, this creates asset-liability mismatch problem for
commercial banks. Further long-term resources at fixed interest rates
are scarce. Floating rates loan with short reset periods can escalate
project cost through higher interest burden, especially in a rising
rate regime. Government has taken initiatives to address the various
bottlenecks towards infrastructure creation like The Viability Gap
Funding (VGF), formation of India Infrastructure Finance Company
Limited (IIFCL), introduction of tax saving infrastructure bonds and
enhancement of investment limits of FIIs in corporate bonds of
infrastructure category.
On many fronts, work is in progress and as the issues are addressed
more comprehensively, more investment will flow into India's
Infrastructure. With an enhanced emphasis on infrastructure creation,
your Company is well positioned and well capitalized to tap the
opportunities and expand its business portfolio both on the
construction and development side.
BUSINESS REVIEW
Shristi Group is operating in three main verticals, Infrastructure
Construction, Infrastructure Development and Infrastructure
Consultancy.
In the Infrastructure Construction vertical, since the Company was
already executing infrastructure projects in housing, hospitality,
roads etc., the Company considered it prudent to diversify into
execution of power projects on EPC basis as in order to sustain 8
percent plus GDP growth rate, the power sector has to grow at 1.8 to 2
times the GDP rate. This means an addition of 15,000-20,000 MW capacity
every year. The Central Electricity Authority expects a capacity
addition of 75,000 MW to 1,00,000 MW during the Twelfth Plan (2012-17)
and majority of the addition would be from coal based plants. To
capitalize on this great opportunity, your Company has started Power
Division for executing power projects on EPC basis by drawing on its
own strength and also by requisitioning the services of renowned
persons, supplemented with decades of experience in development,
engineering, project management, construction, operation and
maintenance of power plants of various capacities from organizations
like BHEL, NTPC, DVC, Reliance, Adani, Tata Power, Jindal Power,
Alstom, Hindalco, Lanco etc. The Company, inter-alia, is presently
executing a 12 MW project on EPC basis at Dishergarh and building a
220/33 KV sub station along with 50kms transmission line. The Company
is also being appointed as a PMC consultant for the 3 X 150 MW power
project at Haldia. Besides these, with its Power Division fully geared
up to execute thermal power plants of various ratings on EPC basis
within competitive prices and time bound schedules, it is also expected
to win orders for other Power projects and associated transmission and
sub stations shortly.
During the year under review, your Company handed over the dwelling
units comprising over 10 lacs square feet area with complete external
services, roads, drainage, sewerage, transformers etc. spread over 30
acres of land in Bareilly and 35 acres of land in Bhopal to Ministry of
Defence.
India, due to its size, requires an efficient road network both for
national integration as well as for socio- economic development. The
Government plans to construct 35,000 km of highways by 2014 under the
National Highways Development Programmes (NHDP) with an investment of
USD 60 billion. Since it provides an excellent opportunity to all the
infrastructure construction companies, your company would also be
consolidating its Road division in the lines of Power division so that
it is able to capitalize on the opportunity.
Similarly, in the building division your company is augmenting its
capacity for building steel & glass high rises as the future holds a
lot of promise for these structures.
In the Infrastructure Development business, Shristi's singular
objective has been to create value for its investors by developing
large infrastructure projects which have socio-economic implications by
creating affordable housing in Tier II/ III cities of India. Through
these projects, the company had addressed the critical infrastructure
needs and contributed to the improvement in the quality of life of
people in the region. In doing so, Shristi has been giving adequate
attention towards protecting the environment and natural habitat,
traffic circulation, facilities for sports and games, IT and
professional services, training facilities, as well as, drainage,
sewerage, power supply etc. The demand, affordability, cost
effectiveness, viability and environmental concerns are the primary
criterion, based on which Shristi aims at propelling the development
process for the region.
Shristi is focusing on building both affordable housing and high end
residencies. An example of the same is, the Shristinagar township at
Asansol, an Integrated Green Township catering to all the income
groups. Shristi's relentless pursuit for excellence and quality is
expected to catapult the organization into the leading infrastructure
development companies.
In the Infrastructure Consultancy vertical, Shristi provides
consultancy services in the field of construction & real estate. Its
expertise lies in architectural space and it outsources part of the
work to external agencies to provide full- fledged service to its
clients. Shristi draws upon HUDCO's (its JV partner) immense technical
knowledge related to Housing & Urban Infrastructure, City Planning,
Neighbourhood Planning, Tourism Development, Landscaping, Development
of Heritage, Redevelopment of Walled Cities & other Environmental
Projects, for providing consultancy to its clientele.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
In a highly competitive market, a Company's ability to manage diverse
risks determines its success. Your Company recognizes Risk Management
as an integrated, forward looking and process oriented approach for
managing all key business risks and opportunities. We focus our
energies in de-risking our business to each of the projects by way of
taking various steps e.g. limiting our financial exposure in
geographies well known to us, limiting overheads budget, building up
strategic alliances etc. Your Company's business exposure to the normal
financial and market risks continue to be monitored, managed and
strengthened from time to time by systems and processes commensurate
with the volume of business activities and the perceived risk
mitigation requirements. Internal control systems and process level
checks and balances are reviewed and updated on a continuous basis. The
internal control is supplemented by an extensive program of internal
audit, reviewed by the Management, documented policies, guidelines and
procedures. The Internal Audit Department of your Company reviews the
processes that are in place for identification, measurement, monitoring
and management of risks and that these processes are effective within
the organization. The top management and Audit Committee of the Board
review the findings evolved during checking of system and operation.
Your Company has last year implemented Standard Operating Procedure
Manual prepared by PriceWaterhouse Coopers to minimize risk and meet
the challenges of the dynamic business goals of the Company. This
fiscal year, your Company has migrated to ERP platform for better
control & efficiency.
HUMAN RESOURCES
Shristi family, believes employees are key to its success. Only highly
motivated employees can enable the Company to meet and exceed the
expectations of various stakeholders including customers and investors.
Employees are encouraged to develop their respective individual
development plans and continuous learning help them do better. Your
Company creates and maintains a supportive environment, to attract and
cultivate the very best talent in this business. Shristi strives
towards becoming the employer of choice and various initiatives have
been and are underway to curtail the attrition rate.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the Annual Report for the information of the
shareholders, a certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the said Clause 49 also forms a part of this Annual Report.
FIXED DEPOSITS
Deposits amounting to Rs.2,72,842/- matured and remained unclaimed by
the depositors as on 31st March, 2011 and the said amount is lying in
escrow account with HDFC Bank. The Company has not accepted any
deposits from the public during the financial year ended 31st March,
2011.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year under review, your Company has transferred a sum of
Rs.3,56,391/- to the Investor Education & Protection Fund, the amount
which was due & payable and remained unclaimed and unpaid for a period
of seven years, as provided in Section 205A(5) of the Companies Act,
1956.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company prepared in
accordance with Accounting Standards AS-21 and 27, issued by the
Institute of Chartered Accountants of India, form part of the Annual
Report. The group recorded a consolidated profit before tax of Rs.1198
lacs for the financial year 2010-11 as compared to Rs.792 lacs during
the F. Y 2009-10. The statement pursuant to Section 212 of the
Companies Act, 1956, containing details of Company's subsidiaries form
part of the Annual Report.
Ministry of Corporate Affairs, Government of India vide General
Circular 2/2011 dated 8th February, 2011 has granted general exemption
by directing that the provisions of Section 212(8) of the Companies
Act, 1956 shall not apply in relation to subsidiaries and sub
subsidiaries of those Companies which fulfill certain conditions
mentioned in the said circular. Accordingly, by fulfilling the
conditions mentioned in the said circular, the balance sheet, profit
and loss account and other documents of the said subsidiaries and sub
subsidiaries are not attached with the Company's accounts. As required
by the said circular, the financial information of the said
subsidiaries and sub subsidiaries are being disclosed in the Annual
Report and the detailed accounts of the subsidiary and sub subsidiaries
shall be put on the Company's website www.shristicorp.com. The Company
will make available the annual accounts of the said subsidiaries and
sub subsidiaries and the related detailed information to any member of
the Company who may be interested in obtaining the same. The annual
accounts of any subsidiaries will also be kept open for inspection by
any shareholders at the Company's Registered Office and that of the
respective subsidiaries. The consolidated financial statements
presented by the Company include financial results of the said
subsidiaries. A statement of holding Company's interest in subsidiaries
and sub subsidiaries viz., Shristi Housing Development Private Limited,
Shristi Urban Infrastructure Development Private Limited, Vivekananda
Skyroad Limited, Border Transport Infrastructure Development Limited,
Shristi Udaipur Hotels & Resorts Private Limited, East Kolkata
Infrastructure Development Private Limited, Kanchan Janga Integrated
Infrastructure Development Private Limited, World City Development
Private Limited, Medi-Net Services Private Limited and Vitthal
Hospitality Private Limited is also furnished.
PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of employees) Rules, 1975 is as given
below:
Name Age Designat
-ion Qualifica
-tion Remunera
-tion Date of Working Previous
(Rs.) commence
-ment Experie
-nce Employment
of
employm
-ent (years)
Mr. Debi
Prasad 62 CEO & B. Sc
(Engg.) 86.14
Lacs 01-06-
2010 41 CEO and
Sarawgi * President in
Electrical Director
à Power Engg. From à Power
Division BIT, Sindri Business
of
Adhunik
Power
& Natural
Resources
Ltd.
*denotes that the person was in employment for part of the year.
1. The aforesaid appointment is contractual and terminable by giving
three months notice by either side.
2. Remuneration includes Basic Salary, Commission, Leave Encashment,
Employer's contribution to Provident Fund, Incentive and other
perquisites.
3. Mr. Debi Prasad Sarawgi is not related to any of the Directors.
4. Mr. Debi Prasad Sarawgi has no holding in the Equity Shares of the
Company.
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.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and your
Company's Articles of Association, Mr. Kailash Nath Bhandari retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
The appropriate resolution(s) seeking your approval and brief resume /
details for re-appointment is furnished in the notice of the ensuing
Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for the year;
(iii) that the directors have 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; and
(iv) that the directors have prepared the annual accounts for the
financial year ended 31 st March, 2011 on a going concern basis.
AUDITORS
M/s. S. S. Kothari & Co., Chartered Accountants, retire as Auditors of
your Company at the conclusion of the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept the
office of Auditors, if re-appointed. A Certificate from the Auditors
has been received to the effect that their re- appointment, if made,
would be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956. Members are requested to consider their re Ã
appointment for financial year ending 31st March, 2012 on remuneration
to be decided by the Board of Directors of your Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy and technology absorption are not given as the
Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange expenditure of
your Company was Rs16.33 lacs (previous year Rs.99.51 lacs).
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the excellent support and co-operation received from the Financial
Institutions, Banks, Government Authorities, Stock Exchanges,
Customers, Suppliers, Depositors and Shareholders during the year under
review. Your directors also place on record their deep appreciation for
the committed services of all employees of the Company during the year
and look forward to their continued co à operation in realization of
the corporate goals in the years ahead.
For and on behalf of the Board of Directors
Sakti Prasad Ghosh Sujit Kanoria
(Director) (Managing Director)
Place: Kolkata
Date: 24th May, 2011
Mar 31, 2010
The Board is pleased to present the Twentieth Annual Report together
with the Audited Accounts of your Company for the financial year ended
31st March, 2010. The summarised standalone financial performance of
your Company is as under:
FINANCIAL RESULTS
(Rs. In Lacs)
Year Ended Year Ended
31st March,2010 31st March
2009
Total Income 9.485 8,820
Profit before Depreciation & Tax 462 427
Less: Depreciation 18 22
Profit before tax 444 405
Less: Goodwill written off 200 200
Provision for Tax 76 142
Profit After Tax 168 63
Balance brought forward from previous year 277 344
Amount available for appropriations 445 407
Appropriations Proposed Dividend . 111 111
Dividend Tax 18 19
Balance carried to Balance Sheet (being amount
transferred to Reserve & Surplus) 316 277
OPERATIONAL REVIEW
Your Company specialises in infrastructure construction business and is
consolidating its construction operation in Roads and Urban
Infrastructure. The Revenue of the Company for the year increased from
Rs. 8820 lacs in 2008-09 to Rs. 9485 lacs in 2009-10. The Companys net
profit for the year was Rs. 168 lacs compared to Rs. 63 lacs last year,
thereby registering an annual growth of 167%. The consolidated revenues
and PAT
for the year ended March 31, 2010 was Rs. 12060 lacs and Rs. 459 lacs
respectively, as against Rs. 9722 lacs and Rs. 99 lacs respectively in
the last year.
It is heartening to note that during the year under review, your
company was chosen as one of the Top-500 Companies and also one of the
Best-400 Mid-cap Companies by Capital Market and Dalai Street Journals
respectively.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
In view of greater administrative advantage, the registered office of
the Company has been shifted from Ganga Jamuna Building 28/1
Shakespeare Sarani, Kolkata- 70017 to a premium office at Plot No.
X-1,2 & 3, Block-EP, Sector-V, Salt Lake City, Kolkata- 700091, which
is the new CBD Area of Kolkata.
DIVIDEND
Your Board has recommended a dividend of Re. 0.50 per equity share of
Rs. 10 face value (5%) for the Financial year 2009-10 to the Equity
Shareholders of your Company.
The Dividend for the Financial year 2009-10 shall be subject to tax on
dividend to be paid by your Company but will be tax - free in the hands
of the shareholders.
SCHEME OF ARRANGEMENT
Your Company would focus on the infrastructure construction business
and towards achieving that objective has demerged the other business
into a wholly owned subsidiary, Shristi Housing Development Pvt. Ltd.
(formerly known as Shrivasa Infra Pvt. Ltd.). This has been done
pursuant to the Scheme of Arrangement which was approved by the Honble
High Court, Kolkata on 1st March 2010 and it has become effective from
the appointed date 31st March 2009.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange(s) in India is presented in a separate section forming part of
the Annual Report.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the Annual Report for the information of the
shareholders. A certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the said Clause 49 also forms a part of this Annual Report.
FIXED DEPOSITS
Deposits (including interest) amounting to Rs.6,36,461 matured and
remain unclaimed by the depositors as on 31st March, 2010. The said
amount is lying in a escrow account. The depositors are regularly
intimated about the maturity of their deposits. The Company has not
accepted any deposits from the public during the financial year ended
March 31st, 2010.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year under review, your Company has transferred a sum of Rs.
3,09,832 to the Investor Education & Protection Fund, the amount which
was due & payable and remained unclaimed and unpaid for a period of
seven years, as provided in Section 205A(5) of the Companies Act, 1956.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company, prepared in
accordance with Accounting Standards AS-21, 23 and 27, issued by the
Institute of Chartered Accountants of India, form part of the Annual
Report.
The statement pursuant to Section 212 of the Companies Act, 1956,
containing details of Compays subsidiaries forms part of the Annual
Report.
In view of the exemption received from Ministry of Corporate Affairs,
Government of India vide Letter No. 47/319/2010-CL-III dated June 29,
2010, the audited statement of accounts along with the reports of the
Board of Directors and Auditors relating to your Companys subsidiaries
and sub subsdiaries viz., Shristi Housing Development Private Limited
(formerly Shrivasa Infra Private Limited), Shristi Urban Infrastructure
Development Private Limited, Vivekananda Skyroad Limited, Border
Transport Infrastructure Development Limited, Shristi Udaipur Hotels &
Resorts Private Limited, East Kolkata Infrastructure Development
Private Limited, Kanchan Junga Integrated Infrastructure Development
Private Limited and World City Development Private Limited are not
annexed as required under 212(8) of the Companies Act, 1956.
Shareholders who wish to have a copy of the full report and accounts of
the aforesaid subsidiary
companies will be provided the same by the Company Secretary on receipt
of a written request from them. These documents will also be available
for inspection by any shareholder at the registered office of the
Company and the concerned subsidiary companies during business hours on
all working days. Further, the documents shall be available on the
website of our Company. However, as directed by the Ministry of
Corporate Affairs, Government of India, the financial data of the
subsidiaries have been separately furnished and form part of report.
Further,
statement of accounts along with the reports of the Board of Directors
and Auditors for two sub subsidiaries viz., Vitthal Hospitality Private
Limited and Medi-Net Services Private Limited have been annexed as
exemption was not sought from Ministry of Corporate Affairs for the
aforesaid two companies.
The summarised consolidated financial performance of your Company is as
under:
(Rs.In Lacs)
Year Ended Year Ended
31st March,2010 31st March,
2009
Total Income 12060 9722
Profit before Depreciation & Tax 875 523
Less: Depreciation 83 62
Profit before tax 792 461
Less: Goodwill written off 200 200
Provision for Tax 133 162
Profit After Tax 459 99
Less: Minority Interest & Other Adjustment 24 57
Balance brought forward from previous year 307 396
Amount available for appropriations 742 438
Appropriations
Proposed Dividend 216 111
Dividend Tax 36 19
Balance carried to Balance Sheet (being amount
transferred to Reserve & Surplus) : 490 308
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is as given
below :
Dt.of Working Previous
Name Age Desi-
gnation Qualif-
ication Remun-
eration Comme-
ncement Experience Employment
of em-
ploym-
ent (years)
Mr.Arabinda
Guha 53 CEO- B.E.-Mech
PG. 33.24
lakhs 9.3.09 26 CEO-L&T
Constr-
uction in Project
Engg. per
annum ATCO
Divison From BIT,
Pilani; Saudia
PG dip. in LLC
Management
from: IIM
1. The aforesaid appointment is contractual and terminable by giving
three months Notice by either side.
2. Remuneration includes Basic Salary, Commission, Leave Encashment,
Employers Contribution to Provident Fund, Incentive and other
perquisites.
3. Mr.Guha is not related to any of the Directors.
4. Mr.Guha has no holding in the Equity Shares of the Company.
SHRISTI WEBSITE
The website of your company, www.shristicorp.com carries a
comprehensive database of information including the financial results
of your company, corporate profile, business activities of your company
and the various projects undertaken by your company.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and your
Companys Articles of Association, Mr. Dipak Kr. Banerjee retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
He has filed Form DDA with your Company as required under the Companies
(Disqualification of Directors under section 274(1 )(g) of the
Companies Act 1956) Rules 2003.
The appropriate resolution(s) seeking your approval and brief resume /
details for re-appointment is furnished in the notice of the ensuing
Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
your directors confirm that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgements 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 or
loss of the Company for the year;
(iii) the directors have 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; and
(iv) the directors have prepared the annual accounts for the financial
year ended 31st March, 2010 on a going concern basis.
AUDITORS
M/s S.S.Kothari & Co., Chartered Accountants having Registration No.
302034E alloted by the Institute of Charered Accountatnts of India
(ICAI), retire as Auditors of your Company at the conclusion of the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to accept the office of Auditors, if reappointed. A
Certificate from the Auditors has been received to the effect that
their reappointment, if made, would be within the limits prescribed
under Section 224(1 B) of the Companies Act, 1956. Members are
requested to consider their reappointment for financial year ending
31st March 2011 on remuneration to be decided by the Board of Directors
of your Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy and technology absorption are not given as the
Company has not undertaken any manufacturing activity.
During the year under review, the total foreign exchange earning and
expenditure of your Company was Rs. Nil and Rs. 100 lacs respectively
(previous year Rs. Nil and Rs. 117 lacs respectively).
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the excellent support and co-operation received from the Financial
Institutions, Banks, Government Authorities, Stock Exchanges,
Customers, Suppliers, Depositors and Shareholders during the year under
review. Your directors also place on record their deep appreciation for
the committed services of all employees of the Company during the year
and look forward to their continued co - operation in realization of
the corporate goals in the years ahead.
On behalf of the Board of Directors
Place: Kolkata Dipak Kr. Banerjee
Date : 4th August 2010 Chairman