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Directors Report of Shristi Infrastructure Development Corporation Ltd.

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 – Power Engg. From – 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 – 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 – 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

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