Shashijit Infraprojects Ltd Directors Report.

To the Members of Shashijit Infraprojects Limited

Your Directors are pleased to submit their 12th Annual report together with the audited financial statements of the Company for the year ended March 31,2019.

1. FINANCIAL HIGHLIGHTS (STANDALONE)

The Financial performance of the Company:

(Amount in Rupees)
Particulars Year Ended 31st March, 2019 Year Ended 31st March, 2018
Revenue from operations 26,32,58,335 45,73,17,322
Other Income 12,00,639 22,86,024
Total Income 26,44,58,974 45,96,03,346
Less: Expenditure 24,91,63,171 43,17,27,296
Earnings before Interest, Tax, Depreciation and amortization (EBITDA) 1,52,95,803 2,78,76,050
Less: Finance Cost 36,63,763 38,86,829
Depreciation 85,50,845 82,60,379
Profit Before Tax 30,81,195 1,57,28,842
Less: Tax Expense 11,54,344 46,49,918
Net Profit 19,26,851 1,10,78,924

2. STATE OF THE COMPANYS AFFAIRS

The key highlights pertaining to the business of the Company for the year 2018-19 and period subsequent

there to have been given hereunder;

4-During the year under review, your Company achieved revenue of Rs. 26,32,58,335/- in FY 2018-19 as against Rs. 45,73,17,322/- in previous year and EBT of Rs. 30,81,195/- in FY 2018-19 as against Rs. 1,57,28,842/- in previous year.

-1-Profit after tax of the Company during the year under review has decreased to Rs. 19,26,851/- as compared to Net Profit of Rs. 1,10,78,924/- in the previous year.

-I-The Directors trust that the Shareholders will find the performance of the Company for F.Y 2018-19 to be satisfactory by looking at the market scenario and the Earning per Share (EPS) of the Company is 0.19 per Share comparing to Earning per Share (EPS) of the Company of 1.29 of previous financial year.

-I-The Company is into business of civil construction for industrial, commercial and residential projects.

-I-During the year under review, there has been no change in the nature of the business of the Company.

3. APPROPRIATIONS

• DIVIDEND

Considering the Companys financial performance & consistent Dividend History, your Directors are please to recommend for the approval of the Shareholders a Dividend of Rs.0.05/- (0.50%) per equity share Capital of the Company for the year ended 31st March, 2019.

• TRANSFER TO RESERVE & SURPLUS

The Board of Directors has decided to retain the entire amount of profits for FY 2018-19 in the profit and loss account.

• BONUS SHARES

The Company has allotted 17,24,000 (Seventeen Lac Twenty-Four Thousand) fully paid up equity shares of face value of Rs.10/- each as Bonus Shares dated 17th October, 2018 to the shareholders of the Company in the proportion of 1:5 shares held in accordance with the Provision of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014. Consequently, the paid-up share capital of the Company increased to Rs.10,34,40,000 (Ten Crore Thirty-Four Lacs Forty Thousand only) divided into 1,03,44,000 Equity Shares of Rs.10/- each fully paid up.

4. CLASSES OF SHARES

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

5. EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is included in this Report as “Annexure-III” and forms an integral part of this Report.

6. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2018-19, the Company held 7 (Seven) Meetings of the Board of Directors.

7. CHANGES IN SHARE CAPITAL

The Authorized Share Capital of the Company has been increased from Rs.10,00,00,000/- to Rs.12,50,00,000/- divided into 1,25,00,000 Equity Shares of Rs.10/- each during the year under review.

Paid up share capital of the company increased to Rs.10,34,40,000 from Rs.8,62,00,000 Pursuant to Bonus issue of 17,24,000 (Seventeen Lacs Twenty-Four Thousand) Equity shares of face value of Rs.10/- each dated 29th September, 2018. Thus, total paid up share capital stood at Rs.10,34,40,000/- with 1,03,44,000 Equity Shares of Rs.10/- each fully paid up on 31/03/2019.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits u/s 73 to 76 of the Companies Act, 2013 during the year under review nor there any outstanding deposit if earlier years within the meaning of Section 58A of the Companies Act, 1956.

9. MEETING OF INDEPENDENT DIRECTORS

The Independent Director of the Company met one time during the year on Saturday, 2nd March, 2019 under the requirement of Point No. VII of Schedule IV of Companies Act, 2013.

10. BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The constitution of Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. During the year under review, the changes in the Board of Directors are as follows:

1) Re-appointment of Mr. Ajit Jain as Chairman & Managing Director of the Company from 28th August, 2019 to 27th August, 2024;

2) Re-appointment of Mrs. Shashi Jain as Whole-time Director of the Company from 28th August, 2019 to 27th August, 2024;

3) Re-appointment of Mrs. Aakruti Jain as Whole-time Director of the Company from 28th August, 2019 to 27th August, 2024;

12. 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 during the financial year of the Company to which the financial statement relates and the date of this report.

13. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

Every Independent Director has given declaration that he meets the criteria of independence as provided in Section 149 (6) and Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The remuneration 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 Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The information required under section 197 of the Companies Act, 2013 read with Rule No. 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the “Annexure I” to this report.

15. NOMINATION AND REMUNERATION POLICY:

The Company has revised and adopted the Nomination and Remuneration Policy as per Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, further amended with SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2018.

16. CONSTITUTION OF COMITTEES AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNARATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder Relationship Committee in accordance with Section 178 of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report.

17. AUDITORS STATUTORY AUDITORS

The Company in its 10th Annual General Meeting (AGM) held on 25th September, 2017 appointed M/s NPV & Associates (Firm Registration Number- 129408W), Chartered Accountants, as Statutory Auditors of the Company to hold office for the period of 5 consecutive years from the conclusion of the 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting of the Company.

STATUTORY AUDITORS OBSERVATIONS IN AUDIT REPORT

The notes on financial statement referred to in the Auditors Report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer by the Auditors in their Report and do not call for any further explanation/comment from the Board.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Nitesh P. Shah, Company Secretaries (Membership No. 35681, COP No. 13222) as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their Audit.

The report of the Secretarial Auditor for the financial year 2018-19 is annexed to this Report in as “Annexure-II” Form MR-3 by Nitesh P. Shah, Company Secretaries which forms part of the Directors Report.

SECRETARIAL AUDITORS OBSERVATIONS IN SECRETARIAL AUDIT REPORT

Company has complied with the said provision by submitting the Outcome of Board Meeting on 5th November, 2018.

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.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, disclosure about the appointment of cost auditor is not mandatory.

18. INTERNAL AUDIT & CONTROLS

The Company engaged Mr. Rahul Kala, Chartered Accountant as Internal Auditor of Company. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, identifying opportunities for cost saving, review of operational efficiency, effectiveness of systems and processes, Compliance with Laws, Regulations and Contracts and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. VIGIL MECHANISM

The Companys vigil mechanism allows the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct /business ethics. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail this mechanism. All Directors and employees have access to the Chairman of the Audit Committee.

The Company has revised the Whistle-Blower policy to insert “reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (UPSI)” in terms of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time and the revised policy was approved by the Board. The policy as approved may be accessed on the Companys website at the link:

The policy is readily available on Companys website www.shashijitinfraprojects.com.

20. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Section 135(1) of the Companies Act, 2013 which is not applicable to the Company for financial year 201819. Hence, Company does not have to form Policy regarding Corporate Social Responsibility.

21. SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standards, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year 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.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company has been provided in a separate section which forms part of this Annual Report.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during each Calendar year:

1. No. of complaints received: --
2. No. of complaints disposed of: --
3. No. of cases pending for more than 90 days: --
4. No. of workshops or awareness program against sexual harassment carried out: --
5. Nature of action taken by the employer or district officer: --

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: a. CONSERVATION OF ENERGY

i the steps taken or impact on conservation of energy; The 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
b. TECHNOLOGY ABSORPTION:
i the efforts made towards technology absorption; The activities of the Company at present do not involve technology absorption and research and development.
ii the benefits derived like 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

c. 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

26. CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed here with in “Annexure- IV” which forms part of the Directors Report.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Board endeavors that all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are on an arms length basis. During the year under review the Company has not entered into any contact/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Our Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

29. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE

No significant & material orders have been passed by the regulators, courts, tribunals against the Company impacting the going concern status & companys operations in future, the requirement of disclosure is not applicable.

30. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

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

31. PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.102 lacs per year to be disclosed in the Report of Board of Directors is not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.102 lacs during the financial year 2018-19.

32. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

a) ACCOUNTING STANDARD

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

b) ACCOUNTING POLICIES

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) PROPER EFFICIENT AND CARE

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) GOING CONCERN BASIS

The directors had prepared the annual accounts on a going concern basis;

e) INTERNAL FINANCIAL CONTROLS

The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) COMPLIANCE WITH ALL LAWS

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.

33. 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.

34. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The Code laid down by the Board is known as “Code of Conduct”. The Code has been posted on the Companys website “www.shashijitinfraprojects.com”.

35. 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.

36. RISK MANAGEMENT POLICY AND INTERNAL CONTROL SYSTEM

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.

37. 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. Details relating to deposits covered under Chapter V of the Act.

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.

38. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to all the concerned, particularly Companys bankers, Bombay Stock Exchange Limited, various government authorities, suppliers, clientele and the staff of the Company and well-wishers of the Company and for their continued support extended to the operations of the Company during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Shashijit Infraprojects Limited
Sd/-
(Ajit Jain)
Place: Vapi Chairman & Managing Director
Dated: 26th August, 2019 DIN:01846992