Shelter Infra Projects Ltd Directors Report.

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the Forty Eight (48th) Annual Report together with the Audited Statement of Accounts of M/s. Shelter Infra Projects Limited ("the Company") for the year ended 31st March, 2020.

Financial Performance

The summarized standalone results of your Company are given in the table below.

Particulars Financial Year ended
Rs. in Lacs
Standalone
31/03/2020 31/03/2019
Total Income 1.040.39 1,053.13
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) (6.79) 788.38
Finance Charges 39.56 54.34
Depreciation 13.49 14.43
Provision for Income Tax
(including for earlier years) (0.21) 220.24
Net Profit/ (Loss) After Tax (59.84) 499.37
Profit/(Loss) brought forward from previous year 236.17 -263.08
Amount transferred consequent to Scheme of Merger NIL NIL
Profit/(Loss) carried to Balance Sheet 176.33 236.17

previous year figures have been regrouped/rearraneed wherever necessary.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2020 was Rs. 35701610/- consisting of 3570161 shares of Rs.

10/- each. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the Financial Year under review.

DIVIDEND:

Your Directors regret not to declare any Dividend for the Financial Year under review as operating profit will be absorbed for the future development of projects.

FINANCIAL PERFORMANCE

During the Financial Year under review, total revenue decreased from Rs. 1,053.13 Lakhs to Rs.1, 040.39 Lakhs. The Company has incurred loss of Rs.59.84 due to low performance in business for the Financial Year 2019-2020 compared to the net profit of Rs.499.37 Lakhs in the previous Financial Year 2018-2019.

TRANSFER TO RESERVE

The Board of the company does not recommend any amount to be transferred to Reserves in view of losses being incurred by the Company.

CHANGE IN NATURE OF BUSINESS. IF ANY

There is no change in the nature of the Business of the Company.

MATERIAL CHANGES & COMMITMENTS

Pursuant to Sec 134 (4) (I) of the Companies Act, 2013 (the Act), no material changes & Commitments affecting financial position of the company occurring between the end of the financial year of the company to which the financial statements relate and the date of the report.

CHANGES IN SHARE CAPITAL DURING FY-2019-2020

There is no change in Share Capital during the Financial Year 2019-2020 under review.

SUBSIDIARY / JOINT VENTURES / ASSOCIATES

Your Company has no Subsidiaries or Associate or Joint Venture Company. However, the Company is the Subsidiary of M/s Ramayana Promoters Private Limited in respect of its holding more than 50% Share Capital.

PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statement as attached with this Annual Report.

INDUSTRY SCENARIO IN FUTURE:

The corona virus pandemic has brought the world economy to a grinding halt and has disrupted various sectors. The real estate and infrastructure sectors are among the most severely impacted. One of the modes of raising funds in these sectors is by issuing units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (INVITS). These trusts pool certain assets and hold them for regular income. As far as commercial real estate is concerned, most of them are shut (barring a few related to essential service businesses) due to the COVID-19 outbreak and subsequent lockdown. However, as a standard practice, most lease or rental agreements have protection of the "force majeure" clause incorporated. The "force majeure" clause means protection from non-performance of the contract due to any natural calamity such as fire, flood, war or epidemic, which is not within the control of the non-performing party. If COVID-19 is treated as force majeure, it may allow the occupants to not make payments or defer it. Further, the Ministry of Home Affairs has issued an order which stops landlords from demanding rent from students, workers and migrant laborers for a month. So, it will be very difficult to predict any outcome on the rental incomes. This would impact the investment returns on the units of the REITs holding these assets. Indian authorities have been taking various measures to remove operational difficulties and have issued various circulars to streamline the compliances and operations of the REITs and INVITS. The Securities and Exchange Board of India (SEBI), on March 23, extended the due date for regulatory filings and compliances for REITs and INVITS for the period ended March 31 by one month over and above the timelines.

Many developers are skeptical and have their reservations around the launch of new projects considering the current situation. They would rather focus on completing the existing projects instead. Thus, new project launches are expected to see a fall by 15 to 20 per cent this festive season. There will be a few exceptions of course such as projects which are already in the soft-launch stage and have already seen a fair amount of marketing spend. Most of the home buyers belong to the working class category and since many prospect buyers will not be too certain about their jobs, it will impact their buying decisions as they may not be able to decide to take the responsibility of an added liability and the burden of EMIs after buying a new property.

In the backdrop of such uncertainties, institutional investors would like to assess the impact of COVID-19 on the economy, commercial real estate and infrastructure assets before finalizing any major investment calls.

STATE OF THE COMPANYS AFFAIRS

With the onset of the COVID-19 outbreak that has affected the trade and industries worldwide, disruptions in business cycles are bound to impact the demand for commercial as well as residential spaces in the real estate market of India. With the number of enquiries slowing down, share market being impacted and generally slow economy, it will impact all the housing segments in the real estate industry. There is a silver lining for affordable housing schemes however as demand may continue to exist considering government incentives associated with it.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return vide MGT-9 is enclosed as an Annexure-1, in terms of Section 92(3) of the Companies Act, 2013.The same is also available at Companys website at www.ccapltd.in

CHANGE IN BOARD OF DIRECTORS

a) In accordance with the provisions of Companies Act, 2013, Mr. Kamal Kishore Chowdhury (DIN: 06742937), Whole Time Director of the Company retires by rotation and being eligible offers himself for re-appointment.

b) Mr. Chinmoy Mazumder ceased from the position of Non-Executive Directorship with effect from 1st April, 2019 due to attaining age of 78 pursuant to the SEBI Circular No. SEBI/LAD-NRO/GN/2018/10 with effect from 01.04.2019 during the Financial Year 2019-2020.

c) Ms. Moumana Pal (DIN-07144146), Independent Woman Director of the Company has resigned from the position of Directorship with effect from 13.02.2020 before the completion of her term of 5(Five) Years as on date 27.09.2020.

d) Ms .Moumana Pal (DIN-07144146) further appointed for a fresh term of 5(Five) years with effect from 27.07.2020 to 26.07.2025 subject to approval by the shareholders in its 48th Annual General Meeting.

BOARD MEETINGS:

During the Financial year Five (5) Meeting of Board of Directors held on 10.04.2019, 28.05.2019, 13.08.2019, 13.11.2019 and 13.02.2020.

Name of Director No. of Board meetings attended Attendance at last AGM
MR.ARUNANGSO GOSWAMI 5 YES
MR. SANKALAN DATTA 5 YES
MR. KAJALCHATTERJEE 5 NO
MR. KAMAL KISHORE CHOWDHURY 5 YES
MS. MOUMANA PAL* 5 YES

COMMITTEES OF BOARD:

To comply with the provisions of section 177 and 178 of the Companies Act, 2013("the Act) and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 the following Committees have been constituted by the Board of Director of the Company.

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee Meeting

a) During the Financial year 2019-2020 the Audit Committee held 4(Four) meetings on 28.05.2019,

13.08.2019,13.11.2019 and 13.02.2020.

b) The details of composition of the Audit Committee of the Board of Directors for the Financial Year under review are as under:-

SI. No. Name
1. Mr. Arunansu Goswami (Independent Director)
2. Ms. Moumana Pal (Independent Director)
3. Mr. Sankalan Datta (Non-Executive Director)

2. Nomination & Remuneration Committee

a) During the Financial year 2019-2020 the Nomination & Remuneration Committee held 2(Two) Meetings on 10.04.2019 and 13.02.2020.

b) The details of composition of the Nomination & Remuneration Committee of the Board of Directors during that FY are as under: -

SI. No. Name
1. Ms. Moumana Pal (Independent Director)
2. Mr. Arunansu Goswami (Independent Director)
3. Mr. Sankalan Datta (Non-Executive Director)

3. Stakeholders Relationship Committee

a) During the Financial Year under Review, the Committee held l(one) Meeting as on dated 13.02.2020.

b) The details of composition of the Stakeholders Relationship Committee of the Board of Directors for the Financial Year under review are as under:-

SI. No. Name
1. Ms. Moumana Pal (Independent Director)
2. Mr. Arunansu Goswami (Independent Director)
3. Mr. Sankalan Datta (Non-Executive Director)

CHANGE IN COMMITTEES OF BOARD:

There is no change in the above committees of the Board of Directors and the members constituting the committees of the Board remain same during the Financial Year under review.

KEY MANAGERIAL PERSONNEL OF THE COMPANY

The following persons are Key Managerial Personnel of the Company for the financial year under review:-

1.Mr. Kamal Kishore Chowdhury- Whole Time Director
2. Ms. Aparupa Das - Company Secretary
3.Mr. Anand Kumar Agarwal - Chief Financial Officer

Change in Key Managerial Personnel

1. Ms. Poonam Goenka resigned from the position of Chief Financial Officer of the Company with effect from 10.04.2019.

2. Mr. Anand Kumar Agarwal has been appointed as Chief Financial officer of the company with effect from 10.04.2019.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Companys website www.ccapltd.in under link - http://ccapltd.in/VIGIL%20MECHANISM.pdf.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement 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 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) 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.

DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Maumana Pal and Mr. Arunansu Goswami, are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies>

Act, 2013.

Pursuant to Sec 134 (3)(q) of the Companies Act, 2013 (the Act) The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation. No Independent Director has retired during the year.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION:

This Policy envisages the role and responsibility of the Independent Directors, Constitution of the Nomination and Remuneration Committee, term of appointment of Managerial Personnel, Directors, KMPs, Senior Management, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel under Sec. 134 of the Act, KMPs, Senior Management, Independent Directors, etc. The Nomination and Remuneration Committee will consist of three or more nonexecutive directors, out of which at least one-half shall be independent director(s), provided that Chairperson of the Company may be appointed as a member of this Committee but shall not chair such Committee. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirements including the Listing Agreement. The meeting of Committee shall be held at such regular intervals as may be required to carry out the objectives set out in the Policy. The Committee members may attend the meeting physically or through Video conference or through permitted audio -visual mode, subject to the provisions of the applicable laws. The Committee shall have the authority to call such employee (s), senior official(s) and / or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee. For detailed information about the policy your are requested to visit your company website www.ccapltd.in.

Pursuant to Section 197(14) of the Companies Act, 2013 (the Act), There is no receipt of any commission by MD / WTD from a Company and also not receiving commission / remuneration from it Holding or subsidiary.

STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Basu Chanchani & Deb, Chartered Accountants (ICAI Firm Registration No. 301174E) was appointed as the Auditors of the Company from conclusion of the 45th AGM until conclusion of the 50th AGM of the Company scheduled to be held in the year 2022.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139 of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment at every AGM has been done away. Therefore, the requirement of ratifying the appointment of M/s. Basu Chanchani & Deb, as the Auditors of the Company at the every AGM does not arise.

Your Company has received a certificate from M/s. Basu Chanchani & Deb, Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed there under. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of the Listing Regulations

EXPLANATION TO AUDITORS REMARKS

* The Company has not provided any amortization cost for development rights of Rs.556.30 Lacs. The amount due for amortization up to date not yet ascertained by the Management.

* Liability of lease rent had not yet been paid or provided in books of accounts in respect of DN-1, Eternity Building, Sector-V, Salt Lake, Kolkata-91 and IB 63, Sector-Ill, Salt Lake. Moreover the quantum of lease amount based on lease deeds had not yet been ascertained in absence of the current market price of the said properties. However the matter will be dealt with in future with the relevant authorities.

* After getting consideration from the site engineer Company will make provision in the next Financial Year onward.

* All the pending provision will be taken in consideration after getting valuation work done by the Registered Valuer in considering the fact with the Management.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Ms. Soma Saha, a Practicing Company Secretary (C.P. No. 12237, Mb No: 33125),having its office at 10, Old Post Office Street Room No: 42A, Kolkata - 700 001, have been appointed as Secretarial Auditor of the Company for the Financial Year 2019-2020. The report of the Secretarial Auditors is enclosed as an Annexure-2 to this report. The observation made therein is taken note of by the management and necessary steps have been taken to rectify it.

BOARD EVALUATION:

Securities Exchange Board of India (SEBI) vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors for the financial year 2019- 2020. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year under review.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimization of risk thereof.

HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules, 2014 of the Companies Act, 2013 (the Act), During the year under review, the no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations except:

Statue Nature of Dues Amount(Rs in Lakhs) Financial Year Regulators
Income Tax Act 1961 Income tax and Interest 1216.20 2012-13 CIT Appeal, Kolkata
Income Tax Act 1961 Income tax and Interest 27.05 2013-14 CIT Appeal Kolkata
Income Tax Act 1961 Income tax and Interest 233.88 2014-15 CIT Appeal Kolkata
GST Service Tax & Penalties 346.36 2011-16 Service Tax Appellate Tribunal
SEBI ACT/SCRA act,1956 Penalty 57.00 Dec 2016 SATS MUMBAI

INTERNAL FINANCIAL CONTROLS

Pursuant to Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules, 2014 of the Companies Act, 2013 (the Act)The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Audit committee of your company has performed regular review on internal financial controls of your company.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No.AOC-2 as an Annexure-3.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Companys website www.ccapltd.in under link

http://ccapltd.in/RELATED%20PARTY%20TRANSACTIQN%20P0LICY.pdf.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND DURING THE FINANCIAL YEAR UNDER REVIEW

The Company have not declared any Dividend since the Financial Year 2011-12, however the last Dividend declared was for the Financial Year 2010-11 and in accordance with the provisions of Section 124,125 and other applicable provisions, if any, of the Companies Act,2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of dividends for the Financial Year 2010-2011 have been transferred to the IEPF. The Statement of amounts credited

to lnvestor-IEPF-1-for all the previous years in which dividends declared before and for 2010-2011, is available on the Companys website:http://www.ccapltd.in/

Members/claimants whose shares or unclaimed dividends, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim such shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available at http://www.iepf.gov.in).

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,as the paid-up Share Capital of the Company is less than 10 Crores and its Reserves are less than 25 Crore, provisions of the Corporate Governance is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2016

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is given in Annexure-4 forming part of the Directors Report

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act 2013.lnternal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. 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.

-No of Complaints Received - NIL -No of Complaints Disposed off - NIL

SECRETARIAL STANDARDS

The Board of Directors hereby affirms that your Company has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year under report.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Although your Companys core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation. During the period under review there was no foreign exchange earnings or out flow.

COST AUDIT RECORD

The company is not required to maintain Cost Audit records in term of Section 148 (1) of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Rules under Sec.135 of the Companies Act, 2013 is not applicable to your Company.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co-operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board
For Shelter Infra Projects Limited
Sd/ Sd/
KAMAL KISHORE CHOWDHURY SANKALAN DATTA
Date: 13.08.2020 DIN-06742937 DIN-02478232
Place: KOLKATA (WHOLE TIME DIRECTOR) (DIRECTOR)