Shristi Infrastructure Development Corporation Ltd Management Discussions.

Your Directors are pleased to present the 30th Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31 2020. The summarized standalone and consolidated financial performance of your Company is as under:

FINANCIAL RESULTS

Standalone

Consolidated

Particulars Year Ended 31st March 2020 Year Ended 31st March 2019 Year Ended 31st March 2020 Year Ended 31st March 2019
Total Revenue 9191.51 7080.41 35342.01 31151.83
Total Expenses (Excluding Finance Cost, Depreciation and Amortization) 3888.65 2496.12 29097.29 25167.51
Earnings Before Finance Cost, Depreciation, Tax and Amortization (EBIDTA) 5302.86 4584.29 6244.72 5984.32
Less: Finance Cost 5086.08 4419.35 11776.69 6779.30
Earnings Before Depreciation, Tax and Amortization (EBDTA) 21216.79 164.94 (5531.97) 794.98
Less: Depreciation and Amortization 13.77 14.22 1589.76 2477.44
Earning Before Tax and Share of Profit / (Loss) of Associates and Joint Ventures 203.01 150.72 (7121.73) (3272.42)
Share of Profit / (Loss) of Associates & Joint Ventures - - (317.73) (47.62)
Profit Before Tax (PBT) 203.01 150.72 (7439.46) (3320.04)
Less: Current Tax (26.27) 42.00 159.52 277.29
Deferred Tax 120.73 (16.71) 1489.20 (1497.55)
Profit for the year 108.55 125.43 (9088.18) (2099.78)
Other Comprehensive Income 3.62 (1.48) 10.66 4.96
Total Comprehensive Income for the year 112.17 123.95 (9077.52) (2094.82)

DIVIDEND

In continued pursuit of distributing profits to shareholders, your Directors have recommended an equity dividend of Re. 0.25 per share i.e. 2.5% for the financial year 2019-20 (financial year 2018-19: Re 0.25). The dividend, if approved by the Members at the 30th Annual General Meeting of your Company, will be paid to the shareholders as per the new tax regime and no dividend distribution tax would apply to your Company.

BUSINESS AND OPERATIONS REVIEW

Your Company is having interests in the business of infrastructure construction, development & real estate (including hospitality). Such businesses are carried on either by the Company directly and/or also through its various subsidiaries, joint ventures & associates which are collectively referred to as "Shristi Group" or "Shristi". Shristi commenced its operations in the year 1999 and ever since has focused on creating value and timely delivery to all its clients and the people of India.

During the year under review, the total revenue (approx. figures stated) of the Company on a standalone basis has increased by 22.97%, i.e. from Rs.7,080.41 to Rs. 9,191.51 and Profit before Tax have increased by 25.76%, i.e. from 150.72 to 203.02. On a consolidated basis, the total revenue of the Company has grown by 13.45%, i.e. from Rs 31,151.83 to Rs 35,342.03. However, on a consolidated basis, the Company has incurred a loss of Rs.7,439.46 lakhs as compared to the loss of Rs. 3,320.04 of the previous year. The same is due to the interest cost incurred in Sarga Hotel Private Limited (formerly known as Shristi Hotel Private Limited), a material subsidiary of the Company, which has developed "The Westin" Hotel. The said hotel which started its first phase in September 2017 is now fully operational with its inventory of 304 rooms and has reported positive EBITDA for the year.

Since, hospitality business represents a distinct line of business having differing financial needs and strategic imperatives from the other companies of the Company which can be better addressed by separation of the hospitality business and the other companies under two focused entities, a Scheme of Arrangement pursuant to section 230, 232 and other applicable provisions of the Companies Act 2013, was filed in NCLT for approval of (1) Amalgamation of East Kolkata Infrastructure Development Private Limited (a wholly-owned subsidiary of the Company) with the Company, so that real estate development business of a wholly-owned subsidiary of the Company can be combined and carried on together with the real estate development business of the Company more effectively and (2) Demerger of hospitality business of the Company to Vipani Hotels & Resorts Limited (a wholly-owned subsidiary of the Company). Since the said scheme is pending at NCLT for approval, hence no effect of the same has been given in Financial Statements.

Further, as on date of this report, the Board of Directors of the Company have decided not to pursue the scheme mentioned above of arrangement filed before Honble NCLT, Kolkata Bench.

SUBSIDIARIES AND ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statements of your Companys Subsidiaries and Associate Companies pursuant to the proviso to Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the Rules above, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiaries and Associate Companies.

A report on the performance and financial position of each of the Subsidiaries and Associate Companies included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts of each of the Subsidiaries and Associate Companies which have been placed on the website of your Company www.shristicorp.com and also forms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules 2014, which forms part of this Annual Report. Members interested in obtaining a copy of the annual accounts of the Subsidiaries and Associate Companies may write to the Company Secretary at your Companys Registered Office. The said report is not repeated here for the sake of brevity. The Subsidiaries of the Company function independently, with an adequately empowered Board of Directors. During the year, Medi-Net Services Private Limited and Avarsekar Realty Private Limited have ceased to be subsidiary of the Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has placed a Policy for determining Material Subsidiaries as per Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on your Companys website www.shristicorp.com, and a link to the same has been provided in this Annual Report.

As on March 31 2020, Sarga Hotel Private Limited (formerly known as Shristi Hotel Private Limited), is the material subsidiary of your Company and in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Braja Behari Mahapatra, Independent Director of the Company functions as a Director on the Board of Sarga Hotel Private Limited.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, other than notes 31 in the financial statements.

NON-CONVERTIBLE DEBENTURES

The Company had allotted 1450-Listed, Rated, Secured, Redeemable Non-Convertible Debentures (NCDs) with a face value of Rs.10 lakhs each aggregating to Rs.145 crores (Rupees One Hundred Forty Five Crores Only) by way of Private Placement on November 30, 2016, which are due to be redeemed on November 30, 2026. Interest on the said NCD was paid as per the terms & conditions. The names of NCD also include a put option up to a maximum amount of Rs.35 crores which can be exercised every year till November 30, 2025.

TRANSFER TO RESERVES

During the year under review, no amount from the profit was transferred to General Reserve.

DEPOSIT

During the year under review, your Company has not accepted any deposit from the public within the ambit of section 73 of the Companies Act 2013, and the Companies (Acceptance of Deposits) Rules 2014.

KEY FINANCIAL INDICATOR

The details of significant changes (i.e. change of 25% or more as compared to immediately previous financial year) in key financial ratios along with detailed explanations thereof are given as below:

Particulars FY 2019-20 FY 2018-19 Remarks
Debtors Turnover 3.15 1.43 Debtors Turnover ratio has improved on account of realization from debtors.
Inventory Turnover 0.22 0.03 Inventory Turnover ratio has improved on account of increase in turnover.
Current Ratio 2.43 1.93 Current Ratio has improved due to increase in current assets and decrease in current liabilities.
Interest Coverage Ratio 1.04 1.04 -
Debt Equity Ratio 1.48 1.20 Debt Equity Ratio has increased as the Company needed more borrowings for the on- going projects.
Operating Profit Margin (%) 57.5 68 Operating Profit Margin shows decline due to cost escalation.
Net Profit Margin (%) 1.18 2.46 Net Profit Margin shows decline due poor Operating Profit.
Return on Networth (%) 0.32 0.45 Return on Networth has declined due to decline in Net Profit Margin .

The Company has adopted Indian Accounting Standards (referred to as .IND AS.) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 of the Companies Act, 2013 with effect from April 1, 2017 and therefore IND AS issued, notified and made effective till the financial statements have been considered for the purpose of preparation of these financial statements.

PROMOTER GROUP SHAREHOLDING

During the year under review, there were no instances of acquisitions as well as the transfer of shares amongst the Promoter/Promoters Group of your Company resulting in no change in Companys Promoter/Promoters Group shareholding. The aggregate shareholding of Promoter/Promoters Group of your Company as on March 31, 2020, is as follows:

Sl. No. Name of the Promoter / Promoters Group Shareholding
No. %
1. Mr. Sujit Kanoria 100600 0.45
2. M/s. Adishakti Commercial Private Limited* 16538319 74.50
Total 16638919 74.95

*As on March 31 2020, 3080000 shares of M/s. Adishakti Commercial Private Limited were under pledge.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company transferred a sum of Rs. 39,727/- (Rupees Thirty-Nine Thousand Seven Hundred Twenty Seven only) to the Investor Education & Protection Fund (IEPF) of the Central Government, being the dividend amount pertaining to the FY 2011-12, which was due & payable and remained unclaimed and unpaid for a period of 7 (seven) years, in compliance with the provisions of Section 125 of the Companies Act, 2013. Further, during the year under review, equity shares amounting to Rs.1,68,960/- (One Lakh Sixty Eight Thousand Nine Hundred Sixty only) were transferred to the IEPF pertaining to the FY 2011-12.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions under Section 135 of the Companies Act, 2013 read with the Rules made there under are not applicable as the Company is not meeting any criteria specified therein. However, the Company carried out various CSR activities concerning CoVID-19 pandemic.

INTERNAL CONTROLS AND AUDIT

The Company has place adequate internal financial controls concerning the financial statements which were tested, and no reportable material weakness was observed. Internal control systems and process level checks and balances are reviewed and updated continuously. The internal control is supplemented by an extensive program of internal audit, reviewed by the management, documented policies, guidelines and procedures. Significant audit observations and corrective actions thereon are presented to the Audit Committee. Based on the report of the Internal Audit, corrective actions are undertaken in the respective areas, thereby strengthening and maintaining a healthy Internal Control System.

HUMAN RESOURCES

Shristi firmly believes that its employees are one of the most valuable resources. Employees are encouraged to develop their respective individual development plans, and continuous learning processes help them to perform better. Your Company creates and maintains an environment to attract and cultivate the very best talent in this business. Employer Branding of Shristi is maintained and leveraged through a well-knit, winning embrace of Talent Acquisition, Talent Management & Talent Engagement. This provides a competitive edge to the Company in adding agility and ability through continuous capability building mechanism.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time, forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DETAILS OF BOARD & COMMITTEE MEETINGS

During the Financial Year 2019-20, 7(seven) Board Meetings were held, and the details of such Board Meetings including the Committee Meetings have been furnished in the Corporate Governance Report forming part of this Annual Report. The intervening gap between any two Meetings was within the period prescribed by the Companies Act 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The Company currently has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Committee of Directors

5. Share Transfer Committee

6. Internal Complaint Committee

The details concerning the composition, terms of reference, numbers of Meetings held, etc., of the Board Committees, are provided in the Report on Corporate Governance, forming part of this Annual Report.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Admininstration) Rules 2014, an extract of Annual Return of the Company for the financial year ended March 31, 2020, in Form MGT-9 is annexed herewith as Annexure I to this report. Annual Return will be available on the website of the Company at the link: https://www.shristicorp.com/shareholders-information-and-updates/

VIGIL MECHANISM / WHISTLEBLOWER POLICY

In terms of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015, your Company has formulated the Vigil Mechanism/ Whistle Blower Policy to deal with instances of unethical and/or improper conduct and actioning suitable steps to investigate and correct the same. The said policy is available on your Companys website www.shristicorp.com, and a link to the said policy has been provided elsewhere in this Annual Report.

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

The Company has been employing women employees in various cadres within its office premises. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by line supervisors. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2019-20, and hence no complaint is outstanding as on March 31, 2020, for redressal.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company, being an infrastructure company, is exempted from the provisions as applicable to investments, loans, guarantees and securities under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. However, there were materially significant related party transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, in pursuance to the revised approval by Shareholders in the 29th Annual General Meeting held on September 27, 2019, and approval has been given through Postal Ballot dated March 30, 2020.

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has obtained prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee also reviews all related party transactions every quarter. Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arms length basis, Form AOC-2 does not apply to your Company. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, legal requirements, liquidity and capital resources of subsidiaries and associates.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on your Companys website www.shristicorp.com, and a link to the said policy has been provided elsewhere in this Annual Report. Your Directors draw the attentions of the members to Notes to the Standalone Financial Statements which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of remuneration of employees pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are set out as annexures to the Directors Report and forms part of this Annual Report as Annexure-II.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of the statement under Rule 8 of Companies (Accounts) Rules 2014 for the conservation of Energy, Technology absorption is not given as the Company has not undertaken any manufacturing activity During the year under review, the total foreign exchange expenditure of your Company was Rs. 6.60 lakhs (previous year Rs.5.14 lakhs).

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. G. P. Agrawal & Co., Chartered Accountants (ICAI Registration Number-302082E) had been appointed as Statutory Auditors of the Company for a term of 5 consecutive tive years from the conclusion of the 27th Annual General Meeting to fill the end of the 32nd Annual General Meeting to be held in the year 2022 at such Remuneration as agreed upon between the Board of Directors of the Company and the Auditors from time to time.

M/s. G. P. Agrawal & Co., Chartered Accountants, have given a modified opinion on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2020 regarding investments of Rs. 25,631.90 lakh made by the Company in four subsidiaries and one joint venture company as at 31st March, 2020 due to absence of valuation report of the above investments. The Boards comment on the modified opinion given by the Statutory Auditors of the Company on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended on 31st March, 2020 that the Management could not complete the process of valuation due to lockdown on account of Covid-19 pandemic and this has been also covered under notes to accounts of standalone and consolidated financial statements no. 31(16) & (17) forming part of the Annual Report. Further, the Auditors have also provided for emphasis of matter in the Auditors Report, which are self- explanatory.

The notes to financial statements referred to in the Auditors Report issued by M/s. G. P. Agrawal & Co., for the financial year ended March 31, 2020, are self-explanatory and do not call for any further comments. The Auditors have not reported any matter under Section 143(12) of the Act; therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. K. Arun & Co., practising Company Secretaries to conduct Secretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020, is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report for the financial year ended March 31, 2020, does not contain any qualification, reservation or adverse remark.

COST AUDITORS

During the year, M/s. D. Radhakrishnan & Co., Cost Accountants (Firm Regn. No. 000018), Cost Accountants, were appointed as Cost Auditors of the Company for the Financial Year ended 2019-20 for conducting the audit of cost records of the Company. Your Company is maintaining the requisite cost records and the Cost Audit Report for the FY 2019-20 shall be filed with the Ministry of Corporate Affairs in due course.

As per provisions of the Act, the remuneration payable to cost auditors is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s D. Radhakrishnan & Co., Cost Accountants for FY 2019-20 was included in the notice convening the 29th AGM and subsequently ratified by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board

There was no change in the composition of the Board of Directors of the Company during the year under review.

Based on the recommendation of Nomination and Remuneration Committee and subject to the approval of the Members of your Company, the Board of Directors of your Company further recommend re-appointment of Dr. Srabani Roy Choudhury as Independent Directors of the Company, not liable to retire by rotation, for the second term of 5 (tive) years.

Further, based on the recommendation of Nomination and Remuneration Committee and approval of the members of the Company through Postal Ballot dated March 30, 2020, the Board of Directors of your Company re-appointed of Mr. Sunil Jha as Managing Director of the Company for period of 3 (three) years, liable to retire by rotation, for a term of 3 (three) consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013, Mr. Sunil Jha, Managing Director (DIN: 00085667) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel

As on the date of this Report, Mr. Sunil Jha (DIN: 00085667), Managing Director, Mr. Badri Kumar Tulsyan (DIN: 02447595), Director Finance and Chief Financial Officer and Mr. Krishna Kumar Pandey, Company Secretary & Compliance Officer are the Key Managerial Personnel as per the provisions of the Act and rules made there under.

Mr. Manoj Agarwal, VP (Corporate Affairs), Company Secretary & Compliance Officer of the Company, has resigned with effect from the closing of business hours on June 15, 2020.

Based on the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Krishna Kumar Pandey as Company Secretary & Compliance Officer of the company w.e.f June 16, 2020.

Performance Evaluation and meeting of Independent Directors

The performance evaluation of the Board, its Chairman, and the Non-Independent Directors were carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The Nomination & Remuneration Committee (NRC) also carried out an evaluation of every directors performance. The Board carried out an evaluation of its own performance and that of its Committees as well as evaluation of the performance of the Directors individually. The performance evaluation of the Independent Directors was also carried out by the entire Board (excluding the director being evaluated). This exercise was based on the criteria formulated by NRC and in context of the Guidance Note issued by SEBI dated January 5, 2017. The evaluation framework focused on various aspects of the Board and Committees such as review, timely information from management etc. Also, the performance of individual directors was divided into Executive, Non-Executive and Independent Directors and based on the parameters such as contribution, attendance, decision making, external knowledge etc. The result of the evaluation was satisfactory and meets the requirements of the Company.

Nomination & Remuneration Policy

As approved by the Board of Directors of your Company, the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the Company which broadly lays down principles of remuneration including transparency, flexibility, performance-driven remuneration, etc. and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The said policy was last revised on May 26, 2019, and is available on your Companys website www.shristicorp.com and a link to the said policy has been provided elsewhere in this Annual Report.

Familiarization Programme

In compliance with the provisions of the Listing Regulations, your Company facilitates various programmes/sessions to familiarize Independent Directors with respect to the nature of the industry in which the Company operates, the business model of the Company, the roles, rights and responsibilities of Independent Directors etc.

The details of the programme for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company and related matters are put up on the website of the Company at www.shristicorp.com, and a link to the said policy has been provided elsewhere in this Annual Report.

Directors Responsibility Statement

Pursuant to the requirement 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 to give an accurate 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Your Company has complied with all applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators/Courts/Tribunals, which would impact the going concern status of the Company and its future operations, other than note 31.15 in the financial statements.

COVID - 19 PANDEMIC

The Covid-19 pandemic (coronavirus) situation came as an unprecedented health situation in the country in the month of January 2020. Subsequently, the Central and State Governments has imposed lockdown restrictions in the whole country in the last week of March 2020 where the Government has advised Corporates for "Work From Home Policy" for their offices/sites. During the lockdown period, the employees of the offices, including site offices, are being worked from home. The Corporate office of the Company resumed functioning with minimum strength after the subsequent guidelines from the State/Central Government. While working in the lockdown period, the Company is complying with all the norms related to social distancing, thermal scanning, wearing of face mask, proper sanifization and hygiene at all its office locations including sites with a condition to safeguard the health of the employees/workers/laborers at priority.

MACRO-ECONOMIC SCENARIO

According to data released by the National Statistical Office (NSO), the Indian economy grew by 4.2% in 2019-20 against 6.1% expansion in 2018-19. The economic growth slowed to an 11-year low of 4.2% in 2019-20. As per the advance estimates for 2019-20, the growth in real GDP during 2019-20 is estimated at 5 per cent as compared to 6.8 per cent in 2018-19. The estimated growth of real gross value added (GVA) in 2019-20 is 4.9 per cent as against 6.6 per cent in 2018-19. IMF remains one of the few institutions which still foresee Indias economy growing. It pegged growth at 1.9 per cent in 2020-21 and is likely to see a contraction in the economy. However, Indias economy is expected to bounce back in 2021.

INDUSTRY OVERVIEW

Infrastructure sector is a key driver for the Indian economy. The sector is key to propelling Indias overall development and enjoys attention from the Government for initiating policies to create world-class infrastructure in the country. Infrastructure sector includes power, roads, urban development etc. India has a requirement of investment worth USD 700 billion in infrastructure by 2022 to have sustainable development in the country. The construction industry ranks third among the fourteen major sectors in terms of direct, indirect and induced effects in all sectors of the economy. In India, real estate is the second largest employer after agriculture and is slated to grow at 30 per cent over the next decade. The real estate sector comprises four sub sectors-housing, retail, hospitality, and commercial. The real estate sector has had its own set of challenges in recent years as it has witnessed several changes aimed at transforming and streamlining the economy, including the real estate. These changes are likely to bring in long term gain; however, in the immediate term, it poses challenges for the sector.

The government has been at the forefront of stepping up investment for the infrastructure sector. Private sector participation in infrastructure investment is yet to pick up despite a number of initiatives taken by the government. The infrastructure sector has become the biggest focus area for the Government of India in Union Budget 2020-21. According to the Department for Promotion of Industry and Internal Trade (DPIIT), construction development and infrastructure activities sectors received FDI inflow in 2019-20. The management of your Company is convinced that India will continue to surge ahead of its peers.

OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS

In order to sustain the growth momentum and to create jobs, the government has been proactively spending on infrastructure creation. Further, your Company is also engaged in the business of improving water supply and sanitation, and the Company is hopeful of decent growth in this business due to modernization & capacity augmentation of sewer and water lines and the advent of smart city mission in India.

THREATS, RISK & CONCERNS

Your Company is exposed to risks such as economic, taxation and environmental risks and also the investment outlook towards the Indian infrastructure & real estate sector. The real estate sector is also heavily dependent on various statutory approvals required from central, state & local governments and any delay in obtaining approvals can warrant revised scheduling of project timelines. Some of the risks that may arise in the normal course of its business and impact its ability for future developments inter-alia, include credit risk, liquidity risk, regulatory risk and market risk. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 regarding the formation of the Risk Management Committee is not applicable to your Company.

SHRISTI WEBSITE

The website of your Company, www.shristicorp.com carries a comprehensive database of information of interest to the investors, including the corporate profile and business activities of your Company and the various projects which are handled by your Company. The particulars contained on the website mentions details of the Projects/developments undertaken by the Company, including depicting banners/posters of the Project. The contents are being modified in terms of the stipulations/recommendations under the Real Estate Regulation Act, 2016 and Rules made there under ("RERA") and accordingly may not be fully in line thereof as of the date as all the states have not come out with the respective rules West Bengal Housing Industry Regulatory Act, 2017.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed towards the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board of Directors
Sunil Jha Sakti Prasad Ghosh
Place: Kolkata Managing Director Director
Date: 27th July, 2020 DIN:00085667 DIN:00183802