Shantidoot Infra Services Ltd Management Discussions

Although recent vaccine approvals have raised hopes of a turnaround in the pandemic later this year, renewed waves and new variants of the virus pose concerns for the outlook. Amid exceptional uncertainty, the global economy is projected to grow 5.5 percent in 2022 and 4.2 percent in 2023. The 2023 forecast is revised up 0.3 percentage points relative to the previous forecast, reflecting expectations of a vaccine- powered strengthening of activity later in the year and additional policy support in a few large economies.

The projected growth recovery this year follows a severe collapse in 2021 that has had acute adverse impacts on women, youth, the poor, the informally employed, and those who work in contact-intensive sectors. The global growth contraction for 2022 is estimated at -3.5 percent, 0.9 percentage point higher than projected in the previous forecast (reflecting stronger-than-expected momentum in the second half of 2022).

INDIAN ECONOMY

Real estate sector is one of the most globally recognized sectors. It comprises of four sub sectors - housing, retail, hospitality, and commercial. The growth of this sector is well complemented by the growth in the corporate environment and the demand for office space as well as urban and semi-urban accommodations. The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy.

It is also expected that this sector will incur more non-resident Indian (NRI) investment, both in the short term and the long term. Bengaluru is expected to be the most favoured property investment destination for NRIs, followed by Ahmedabad, Pune, Chennai, Goa, Delhi and Dehradun.

MARKET SIZE

By 2040, the real estate market will grow to Rs. 65,000 Crore (US$ 9.30 billion) from Rs. 12,000 Crore (US$ 1.72 billion) in 2019. The real estate sector in India is expected to reach a market size of US$ 1 trillion by 2030 from US$ 120 billion in 2017 and contribute 13% to the countrys GDP by 2025. Retail, hospitality, and commercial real estate are also growing significantly, providing the much-needed infrastructure for Indias growing needs. Indian real estate increased by 19.5% CAGR from 2017 to 2028.

Office space has been driven mostly by growth in ITeS/IT, BFSI, consulting and manufacturing sectors. During 2022, the office leasing space reached 60.6 msf across eight major cities, registering a growth of 27% y-o-y. In 2022, office sector demand with commercial leasing activity reached 69.4 msf. Co-working space across top seven cities increased to reach 12 sq ft by end of 2025.

CORPORATE GOVERNANCE REPORT

Board of Directors presenting the Corporate Governance Report In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the year ended 31st March 2023. a corporate entity that includes a set of systems, procedures, and practices that ensures that the Company is managed in the best interest of all corporate stakeholders i.e. shareholders, employees, suppliers, customers traders, and societies. Fundamentals of Corporate Governance include transparency, accountability, reporting, and independence. For the accomplishment of the objectives of ensuring fair Corporate Governance, the Government of India has put in place a framework based on the stipulations contained under The Companies Act, 2013, SEBI Regulations, Accounting Standards and Secretarial Standards, etc.

1. BOARD OF DIRECTORS

In terms of the Companys Corporate Governance Policy, all statutory and other significant & material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders

A. The Chairman of the Board is Mr. Avijeet Kumar.

B. Composition and Category of the Board of Directors

As on 31.03.2023, Board of Directors of the Company had Five (5) directors consisting of Three (3) Executive Directors including one Women Director and Two (2) Independent Directors. The Chairman of the Board is an Executive Director. None of the Directors on the board is a member of more than 10 committees and Chairman of more than 5 Committees. Necessary disclosures regarding directorship held in other companies and committee positions as on 31.03.2023 have been made by Directors.

C. BOARD MEETINGS

During the year under review, the Board met Ten (10) times:

S. No.	Date of meeting
1.	07/05/2022
2.	13/06/2022
3.	09/07/2022
4.	30/08/2022
5.	11/07/2022
6.	12/07/2022
7.	29/10/2022
8	14/11/2022
9	07/03/2023
10.	28/03/2023

2. GENERAL MEETINGS

During the year under review, there were 4(Four) General Meetings held i.e. 1(One) Annual General Meeting held on September 14, 2022, and 3 (Three) Extra-ordinary General Meeting held on May 10, 2022, June 16, 2022, and July 12, 2022, respectively.

3. COMMITTEES OF BOARD

There are three Committees constituted as per the Companies Act, 2013, which are as follows;

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee.

A. Audit Committee

The Board had constituted a qualified Audit Committee pursuant to the provision of the Companies Act, 2013 as well as Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committee has its charter for functioning having a primary objective to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting.

During the financial year, the Committee met Four (4) times on July 12, 2022, September 01, 2021, November 14, 2022, and March 28, 2023.

Composition of the Audit Committee of the Board are as below:

NAME	DESIGNATION
HIRAMANI KUMARI	Chairperson
NAVEEN MANI TIWARI	Member
NAVIN KUMAR	Member

B. ROLE OF THE AUDIT COMMITTEE:

1. Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

1. Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.

2. Changes, if any, in accounting policies and practices and reasons for the same.

3. Major accounting entries involving estimates based on the exercise of judgment by management.

4. Significant adjustments made in the financial statements arising out of audit findings.

5. Compliance with listing and other legal requirements relating to financial statements.

6. Disclosure of any related party transactions.

The Audit Committee shall mandatorily review the following information:

I. Management Discussion and Analysis of financial condition and results of operations.

II. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

III. Management letters / letters of internal control weaknesses issued by the statutory auditors.

IV. Internal audit reports relating to internal control weaknesses.

V. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

VI. Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Powers of the Audit Committee:

• Investigating any activity within its terms of reference;

• Seeking information from any employee;

• Obtaining outside legal or other professional advice; and

• Securing attendance of outsiders with relevant expertise, if it considers necessary B. Nomination and Remuneration Committee

The nominated and remuneration policy is being formulated in compliance with section 178 of the Companies Act, 2013 and rules made there under and Regulations 19(1) of SEBI (Listing Obligation and Disclosure Requirements) regulations 2015.

During the year Committee met 2 (Two) times on September 01, 2022, and March 28, 2023.

Composition of the Nomination and Remuneration Committee are as below:

NAME	DESIGNATION
HIRAMANI KUMARI	Chairperson
NAVEEN MANI TIWARI	Member
NAVIN KUMAR	Member

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following

• Redressal of shareholders /investors complaints;

• Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

C. STAKEHOLDERS RELA TIONSHIP COMMITTEE:

Pursuant to Provisions of the Companies Act, 2013 and rules made there under and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; Our Stakeholder Relationship Committee members, personally looking forward the issues if any, related to the stakeholders. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

During the year Committee met 1(One) time October 15, 2022.

Composition of the Stakeholders Relationship Committee of the Board are as below:

NAME	DESIGNATION
NAVIN KUMAR	Chairperson
NAVEEN MANI TIWARI	Member
HIRAMANI KUMARI	Member

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following

• Redressal of shareholders /investors complaints;

• Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal; Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

2. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the Code of Independent Directors in compliance with Schedule IV of the Companies Act, 2013 and rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 18 March 2023 to review the performance of Non independent directors (including the Chairman) and the Board as a whole. The Independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees which is necessary to effectively and reasonably perform and discharge their duties

3. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS AND KMPS

During the year under review, Rajani Kumari Singh (Din:05168436) resigned from the company on 09/06/2022.

During the year under review, Brajesh Ranjan Vyas (Din: 08385624) one of the first directors of the company resigned from the company on 07/05/2022.

During the year under review Anshu Anshuman (Pan: DYNPA1612Q) Company Secretary, Compliance officer of the company resigned from the company on 29/10/2022

Amrita Rathi (Pan:BHYPR7246H) Company Secretary, Compliance officer of the company resigned from the company on 21.07.2023.

4. RETIREMENT OF DIRECTORS BY ROTATION

No Director is liable to retire by rotation at the ensuing Annual General Meeting.

5. OTHER DISCLOSURES

a. RELATED PARTY TRANSACTION

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and SEBI(LODR)2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provision of Section 188 of the Companies Act, 2013. Related party transactions with the Directors, Senior Management, Personnel, and their relatives are reported to the Audit Committee from me to time and have been disclosed under the Related Party Transactions as per IND-AS -24 "Related Party Disclosures" issued by the Institute of Chartered Accountants Of India (ICAI) which are set out in the Annual Report and other relevant notes to the financial statements for the year ended 31.03.2023. There were no material significant Related Party Transactions that may have potential conflict with the interest of the Company at large.

b. DISCLOSURE OF ACCOUNTING TREATMENT

In the financial statement for the year ended 31st March 2023, the Company has followed the treatment as prescribed in the applicable accounting standard.

c. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and SEBI(LODR)2015, the Company has formulated a Whistle Blower Policy for vigil mechanism for Directors and Employees to report to the management about the unethical behaviour, fraud, or violation of Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such a mechanism and makes provisions for direct access to the Chairperson of the Audit Committee in exceptional cases.

The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and Mr. Manish Gupta, Independent Director is the Vigilance Officer. None of the personnel of the Company has been denied access to the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subject to any discriminatory practice.

d. MANDATORY & NON MANDATORY REQUIREMENTS

The Company has fully complied with mandatory requirements as stipulated under SEBI (LODR) 2015 with the BSE India Limited AND non-mandatory requirements as and when required or necessary to do so.

e. RELATED PARTY TRANSACTION POLICY:

As required under the SEBI (LODR) 2015, the Company has formulated a policy dealing with the related party transactions. The Policy is available on the website of the Company https://shantidootinfra.com/.

f. INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulations 2018, the Company has adopted the Code of Conduct for Fair Disclosures of Un-published Price Sensitive Information and Regulating, Monitoring and Reporting of Trading by Designated Persons to deter insider trading in the securities of the Company based on the Un-published Price Sensitive Information. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations and has laid down an effective monitory system for the said purposes.