Shashijit Infra. Director Discussions


Dear Members,

Your Directors have pleasure in presenting their 16th Annual Report of the business and operations of the Company along with the Audited Financial Statement of Accounts for the Financial Year Ended 31st March, 2023.

1. FINANCIAL PERFOMANCE

Your Companys financial performance during the year is summarized below:

(Amount in Hundred)

Particulars Financial Year Ended 31st March, 2023 Financial Year Ended 31st March, 2022
Revenue from operations 35,34,012 28,47,222
Other Income 15,715 9,693
Total Income 35,49,728 28,56,915
Less: Expenditure 32,89,523 26,40,725
Earnings before Interest, Tax, Depreciation and amortization (EBITDA) 2,60,205 2,16,190
Less: Finance Cost 1,10,642 74,775
Depreciation 81,547 1,25,959
Profit/(Loss) Before Tax 68,016 15,456
Less: Tax Expense
Current Tax - -
Deferred Tax Credit -16,918 -2,612
Tax Expenses Related to Prior Period -6,024 -
Net Profit/(Loss) After Tax 45,074 12,844
Total Comprehensive Income 47,197 18,038

2. PERFOMANCE, PROSPECTS AND OUTLOOK

During the year under consideration, following financial developments have taken place;

Your Company recorded Net Revenue from Operations of Rs. 3534.01 Lakhs on standalone basis, for the Financial Year ended March 31, 2023. Revenue grew by 24.12% compared to Rs. 2847.22 Lakhs recorded during the previous Financial Year.

Company has achieved net profit of Rs. 45.07 Lakhs in FY 2022-23 as against net profit of Rs. 12.84 Lakhs in the previous year and the comprehensive income is Rs. 47.20 Lakhs in FY 2022-23 as against Rs. 18.04 Lakhs in the previous year. The segment wise performance of the Company is detailed under the section Management Discussion and Analysis Report and in balance sheet which forms part of this Annual Report.

Earnings per Share (EPS) of the Company is Rs. 0.44 comparing to Earning per Share (EPS) of the Company of Rs. 0.12 of previous financial year.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2023, the Company did not have any Subsidiary, Joint venture or Associate Company and hence the details of financial performance are not required to be furnished.

4. CHANGES TO THE SHARE CAPITAL

The Companys paid-up Equity Share Capital continues to stand at Rs. 1034.40 lakhs as on March 31, 2023. There have been no changes in the Share Capital of the Company during the financial year under review. During the FY under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.

5. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year to conserve the reserves for future need of the Company.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, your company does not fall under the purview of above regulation and hence this regulation does not apply to the Company.

6. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company was not required to transfer any dividend amount to account of IEPFA.

There has been unclaimed Dividend of the Final Dividend declared for FY 2018-19 from one shareholder. The Company in compliance with Section 124 of Companies Act, 2013 has transferred to the Unpaid Dividend Account the following amount:

Sr. No. Type of Dividend and year Amount (In Rs.) Year in which it will get transferred to IEPF
01. Final Dividend 2018-19 480/- October, 2026

Reminders are sent regularly to the Shareholder who have not claimed the dividend amount. Pursuant to the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends that are unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer are required to be transferred by the Company to the IEPF within thirty days from the due date for transfer of unpaid dividend, administered by the Central Government.

7. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION PROTECTION FUND AUTHORITY (IEPFA)

In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), shares on which dividend has not been paid or claimed by a shareholder for a period of 7 (seven) consecutive years or more shall be transferred to the Demat Account of IEPFA within a period of thirty days of such shares become due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be transferred to demat/bank Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

During the year under review, the Company was not required to transfer any equity shares.

8. DETAILS OF NODAL OFFICER

The details of the nodal officer appointed by the Company under the provisions of IEPF is given below and the same is disseminated on the website of the Company www.shashijitinfraprojects.com.

Name of the Company Secretary designated as Nodal Officer Manthan D. Shah
Direct Phone No. +91-7878660609
Email ID cs@shashijitinfraprojects.com
Address Plot No. 209, Shop No. 23, 2nd Floor, Girnar Khushboo Plaza, GIDC, Vapi-396195, Gujarat, India.

9. TRANSFER TO RESERVE & SURPLUS

The Board of Directors of the Company has decided to retain the entire amount of profits in the profit and loss account and not to transfer any amount to the General Reserve.

10. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

11. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are 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 the Report.

12. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

13. POSTAL BALLOT

During the year under review, the Board of Directors has not sought any approval of the shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE

There were no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

15. PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not employ child labour, forced labour or involuntary Labour. The Company has a Policy on Prevention of Sexual Harassment at Workplace in accordance with the statutory requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of women and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment as per the guidelines provided in the policy. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. The policy has been circulated amongst the employees of the Company and the same is exhibited on the notice board of all the business locations/divisions of the Company. During the year under review, the Company has not received any complaint.

The details of complaints received and resolved during the year are as follows:

1. No. of complaints received during the Financial Year --
2. No. of complaints disposed of during the Financial Year --
3. No. of complaints pending at end of Financial Year --

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to prepare the business responsibility and sustainability report.

17. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.

18. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of 6 (Six) Directors, with Three Executive and Three Non-executive Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013.

B. Change in office of Directors and Key Managerial Personnel of the Company during the year

The members of the Company in their 15th Annual General Meeting held on 30th September, 2022, reappointed Mr. Ajit Jain (DIN: 01846992), Managing Director, who retired by rotation as per the provisions of the Act.

C. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the Articles of Associations and Section 152(6) of the Companies Act, 2013, Mrs. Shashi Jain (DIN: 01847023), Whole-time Director of the Company will retire by rotation at the ensuing Annual General Meeting. She being eligible have offered herself for re-appointment on the Board.

A brief resume of the Directors proposed to be re-appointed, their expertise in specific functional areas, name of companies in which they hold directorships, Committee membership(s)/Chairmanship(s), shareholding, wherever applicable, etc. as stipulated under Secretarial Standard-2 issued by ICSI and Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

D. Key Managerial Personnel (KMPs):

In accordance with the section 203 of the Companies Act, 2013, Mr. Ishwar Patil, CFO, and Mr. Manthan Shah, Company Secretary and Compliance Officer, continued to be the KMP of the company.

E. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination and Remuneration Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The policy forms part of this Annual Report in Corporate Governance Report section. The Nomination and Remuneration Policy is available on the website of the Company at the link http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

F. Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs ("IICA") at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. Accordingly, all the Independent Directors of the Company had registered their names with data bank of IICA. The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

G. Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Nitesh P. Shah, Practicing Company Secretary, Ahmedabad, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of company by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report as "Annexure-VII".

H. Number of Meetings of the Board of Directors

The Board of Directors met 7 (Seven) times during the financial year under review. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The Board of Directors were provided with the requisite information mentioned in the Listing Regulations well before the Board meetings. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.

I. Meeting of Independent Directors

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on 28th March, 2023, and the Directors reviewed and assessed the matters under Schedule IV(VII)(3) to the Companies Act, 2013 and Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the meeting.

J. Statutory Committees of the Board

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. During the year under review, Mr. Prabhat Gupta has been appointed as the Chairman of Audit Committee.

The composition and terms of reference of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and number of meetings held during the year under review are given in the Corporate Governance Report as "Annexure-IV".

K. Annual Evaluation of Performance of the Board, its Committees and of individual Directors

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of the Board as a whole, its committees and the individual Directors was carried out. The Independent Directors at their meeting held on 28th March, 2023 considered and evaluated the performance of Board, Chairman of the Board and the non-independent Directors. The Board subsequently evaluated performance of the Board, its Committees, Directors and Independent Directors; without participation of the concerned Directors. The Nomination and Remuneration Committee of the Company has carried out evaluation of performance of each Directors. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation of individual Director was carried out based on various parameters.

L. Directors Responsibility Statement

In terms of Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had 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 2022-23 and of the profit and loss of the Company for that period;

c) They 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) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. AUDITORS

A. Statutory Auditors

The members of the Company in the 15th Annual General Meeting had approved the appointment of M/s Kakaria & Associates LLP, Chartered Accountants (FRN: 104558W/W100601) as Statutory Auditors of the Company, for a term of 5 (five) years to hold office from the conclusion of the 15th Annual General Meeting until the conclusion of 20th Annual General Meeting of the Company to be held in the calendar year 2027.

Pursuant to the amendment made to Section 139 of the Act by the Companies (Amendment) Act, 2017, effective from May 07, 2018, the requirement of seeking ratification of the members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence, the resolution seeking ratification of the members for re-appointment at the ensuing AGM is not being sought.

Independent Audit Report for the financial year 2022-23 submitted by the Statutory Auditor in the prescribed forms part of this Annual Report.

Statutory Auditors observations in Audit Report

The remarks given by the Secretarial Auditors are as under;

i) company has not paid TDS/TCS amount of Rs. 2,95,384/- for the AY 2023-24 for a period of more than six months from the date they became payable in the table.

ii) Income tax department raised a demand under section 143(3) of Income tax Act, 1961 of Rs.11,13,145/- for AY 2018-19 vide assessment order dated 25th March, 2021.

Boards comment on the observation

1) This delay was primarily due to a technical issue and administrative errors within our organization. We are taking steps to ensure accurate compliance with tax regulations moving forward.

2) Our Company has filed an appeal to the Commissioner of Income tax (Appeals) and this matter is still pending. The company believes that in appeal the demand will be removed or will get substantial relief. Also, the Income Tax Department has adjusted the tax demand for the AY 2018-19 of Rs. 11,13,145/- along with interest of Rs. 64,512/- against the tax refund due for the AY 2020-21 vide intimation Order dated 14th September, 2021.

B. Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Company has appointed Mr. Nitesh P. Shah, Company Secretaries, Ahmedabad, to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2022-23 submitted by him in the prescribed form MR-3 forms part of this Annual Report as "Annexure-III".

A Secretarial Compliance Report for the FY ended March 31, 2023 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Nitesh P. Shah, Company Secretaries, Ahmedabad, and submitted to the stock exchange.

Secretarial Auditors observations in Secretarial Audit Report

The remarks given by the Secretarial Auditors are as under;

1. During the period under review, the Company had shared UPSI to Audit Committee and the Board of the Directors of the Company for the legitimate purpose in the months of May, 2022 for which the Company was required to make entry in the Structured Digital Database at the time of Sharing of UPSI pursuant to Regulation 3(5) of the SEBI (prohibition of Insider Trading) Regulations, 2015 but the entry was made in the Structured Digital Database in the month of August, 2022.

Boards comment on the observation

The Management of the Company has responded that the Company had made entry in the Structured Digital Database prior to the sharing of information to the Audit Committee and the Board of Directors of the Company respectively but due to some technical issue unknown to us in the Structured Digital Database Software, the entry was not recorded and the Management of the Company was under bonafied belief that the entry has been made and recorded in the database. When the Company became aware of such violation, the Company made entry immediately in the database and made compliance of the regulation. Thus, the Company has complied with the provisions of Regulation 3(5) of the SEBI (prohibition of Insider Trading) Regulations, 2015 and stated that there was no malafide intention of the Company and the Company has complied with the aforesaid regulation immediately on becoming aware of the violation.

C. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Mr. Rahul Kala, Chartered Accountant (Membership No. 428047) as the Internal Auditor of the Company to carry out the Internal Audit of the Functions and activities of the Company.

The Internal Audit reports are reviewed by the Audit Committee on quarterly basis.

D. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014 along with various Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, Company is not required to maintain cost records and so appointment of Cost Auditor is not required.

20. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

21. POLICY MATTERS

A. Nomination and Remuneration Policy

In terms of provisions of Section 178(3) of the Act a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report as "Annexure-IV". The Policy is also available on the website of the Company at the link i.e. http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

B. Vigil Mechanism/Whistle Blower Policy

Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established a Whistle Blower Policy, which enables the Directors and Employees to report instances of unethical behaviour, fraud or violation of Companys Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and for safeguarding the employees and Directors who raises grievances against victimization. The policy has been circulated amongst the employees of the Company working at various locations, divisions/units. During the year under review, the Company has not received any instances of genuine concerns from Directors or employees.

The policy in line with the provisions of the Act and the Listing Regulations is available on the website of the Company at the link i.e. http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

C. Corporate Social Responsibility Policy

Section 135(1) of the Companies Act, 2013 is not applicable to the Company for financial year 2022-23. Hence, Company does not have to form Policy regarding Corporate Social Responsibility.

D. Risk Management Policy

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

E. Policy On Preservation of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.

22. OTHER MATTER

A. Internal Financial Controls

The Company has Internal Control Systems commensurate with the nature of its business, size and complexities. The Audit Committee reviews the adequacy and effectiveness of the internal control system and monitors the implementation of audit recommendations.

Further, the Statutory Auditors of the Company also reviewed Internal Controls over Financial Reporting of the Company as on March 31, 2023, and issued their report which forms part of the Independent Auditors report.

B. Particulars of loans, guarantees or investments

During the year under review, the Company has not given any loan, provided any guarantee or made any investment falling under the provisions of Section 186 of the Act.

C. Any revision made in financial statements of boards report

The Company has not revised the Financial Statements or Boards Report in respect of any of the three preceding Financial Years.

D. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct for Directors and Senior Management personnel, which provides guidance on ethical conduct of business and compliance of law.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on 31st March, 2023. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report.

The Code is made available on the Companys website i.e. http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

E. Extracts of Annual Return

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the Annual Return of the Company containing the particulars prescribed, in Form MGT-7, as on March 31, 2022, is made available on the Companys website at http://www.shashijitinfraprojects.com/downloads.php?c=annual-reports.

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 will be available on the website of the Company and can be accessed at: http://www.shashijitinfraprojects.com/downloads.php?c=annual-reports after the completion of the ensuing Annual General Meeting, as required by section 134(2)(a) of the Companies act, 2013.

F. Management Discussion and Analysis Report

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

G. Related Party Transactions

All related party transactions were entered during the financial year were the ordinary course of business and on an arms length basis in terms of provisions of the Act. As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party

Transactions. During the year under review there were no materially significant related party transactions entered by the Company with the related parties which may have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all the Related Party Transactions entered into during the Financial Year were on an arms length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as prescribed under Section 134(3)(h) the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of the related party transactions as per Indian Accounting Standards IND AS are set out in Note to the Standalone Financial Statements of the Company.

In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on Materiality and dealing with Related Party Transactions and the same has been placed on the website of the Company i.e. http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

H. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

I. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

i. Conservation of Energy;

i the steps taken or impact on conservation of energy; Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day-to-day basis, thus resulting in optimum utilization of energy.
ii the steps taken by the company for utilizing alternate sources of energy; NIL
iii the capital investment on energy conservation equipment; NIL

ii. Technology Absorption:

i the efforts made towards technology absorption; The Company did not absorb any technology during the year.
ii the benefits derived like product improvement, cost reduction, product development or import substitution; NIL
iii in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv Expenditure incurred on Research and Development. NIL

iii. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year: NIL
The Foreign Exchange outgo during the year in terms of actual outflows: NIL

J. Particulars of Remuneration details of Directors, Key Managerial Personnel and Employees:

The remuneration details of paid to the Directors in accordance with the Nomination and Remuneration policy formulated in accordance with section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI LODR (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and names and particulars of remuneration of top ten employees in terms of remuneration drawn in accordance with the provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report as "Annexure-II".

23. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by the Company.

24. LOAN FROM DIRECTORS/RELATIVE OF DIRECTORS:

During the year under review, the Company has accepted interest free unsecured loan from Directors and returned the same to the Directors as per Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014. Declarations of owned fund were taken Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 as and when the loan has been taken from the Directors. The summary of the loan is as under;

Particulars Ajit Jain (CMD) Shashi Jain (WTD) Aakruti Jain (WTD) Total
Balance as on 01/04/2022 91,35,000 41,30,000 26,90,000 1,59,55,000
Loan taken during the year 80,49,000 25,90,000 85,000 1,07,24,000
Loan repaid during the year 27,39,000 10,01,000 1,65,000 39,05,000
Balance as on 31/03/2023 1,44,45,000 57,19,000 26,10,000 2,27,74,000

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the familiarization program are provided in the Corporate Governance Report.

26. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company at http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

27. PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at http://www.shashijitinfraprojects.com/downloads.php?c=corporate-policies.

28. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. (BSE). The listing fee for the Financial Year 2022-23 has been paid to the Stock Exchange.

29. HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

30. CFO/CEO CERTIFICATION

The CFO/CEO certification on the financial statement of the Company as required under Regulation 17(8) of the SEBI (ICDR) Regulations, 2015 forms part of this Annual Report as "Annexure-V".

31. REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

32. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. None of the Directors of the Company have resigned during the year under review;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

5. Company has not done any one time settlement so there is no requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the steadfast commitment and performance showcased by the employees at all levels during all times, especially in the uncertain environment witnessed during the year under review. The relentless performance of the employees over the years has led to excellent growth trajectory. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Shashijit Infraprojects Limited

Sd/-
(Ajit Jain)
Place: Vapi Chairman & Managing Director
Dated: 5th September, 2023 DIN: 01846992