shristi infrastructure development corporation ltd Directors report


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BOARDS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

Your Directors are pleased to present the 33rd Boards Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2023. The summarized standalone and consolidated financial performance of your Company is as under:

FINANCIAL RESULTS:

(Rs in lakhs)

Standalone

Consolidated

Particulars Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2023 Year Ended March 31, 2022
Total Revenue 5,613.73 3,888.85 22,980.01 28,456.11
Total Expenses (Excluding Finance Cost, Depreciation and Amortization) 5,617.69 2,828.45 20,781.51 25,906.01
Earnings Before Finance Cost, Depreciation, Tax and Amortization (EBIDTA) (3.96) 1,060.40 2,198.50 2,550.10
Less: Finance Cost 6,438.75 6,276.60 6,579.75 20,713.68
Earnings Before Depreciation, Tax and Amortization (EBDTA) (6,442.71) (5,216.20) (4,381.25) (18,163.58)
Less: Depreciation and Amortization 18.10 17.29 2,488.32 2,573.95
Earning Before Tax and Share of Profit /(Loss) of Associates and Joint Ventures (6,460.81) (5,233.49) (6,869.57) (20,737.53)
Share of Profit/(Loss) of Associates & Joint Ventures - - (1,467.16) (2,066.24)
Less: Exceptional items (1,048.95) - (1,048.95) -
Profit/(Loss) Before Tax (7,509.76) (5,233.49) (9,385.68) (22,803.77)
Less: Current Tax 1.17 - 47.18 12.63
Deferred Tax 330.60 261.32 339.12 (1,441.31)
Net Profit/(Loss) (7,841.53) (5,494.81) (9,771.98) (21,375.09)
Other Comprehensive Income (1.05) 4.34 (13.00) (48.88)
Total Comprehensive Income (7,842.58) (5,490.47) (9,784.98) (21,423.97)

DIVIDEND

The Board has not recommended any dividend for this year.

BUSINESS AND OPERATIONS REVIEW

Your Company is having interests in the business of infrastructure construction, development & real estate. Such businesses are carried on by the Company either directly and/or through its various subsidiaries, joint ventures & associates which are collectively referred to as "Shristi Group" or "Shristi".

During the year under review, the total revenue of the Company on a standalone basis is Rs.5,613.73 lakhs and Loss before Tax is Rs.7,509.76 lakhs.On a consolidated basis, total revenue of the Company is Rs. 22,980.01 lakhs and Loss before Tax is Rs.9,385.68 lakhs including Share of loss of Associates & Joint Ventures amounting to Rs.1,467.16 lakhs.

However, on a standalone basis, the Company made a Loss of Rs.7,841.53 lakhs as compared to Rs. 5,494.81 lakhs in the previous year. Also on a consolidated basis, the Company has incurred a Loss of Rs.9,771.98 lakhs as compared to Rs.21,375.09 lakhs in the previous year.

While Total Revenue for the financial year under consideration is Rs.5613.73 lakhs compared to Rs. 3,888.85 lakhs for the previous year, which is higher by Rs.1,724.88 lakhs, the net loss incurred for the year is due to rising finance cost and cost of construction, commensurate with the sales.

Also, an investment in Asian Healthcare Services Limited, a subsidiary, was offloaded during the year and a loss of Rs.1048.95 lakhs was incurred due to this. The same is depicted as an exceptional item in the financial results.

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 (the 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 as amended and in accordance with the Indian Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its Subsidiaries and Associate Companies 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. 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 Subsidiaries of the Company function independently with an adequately empowered Board of Directors. Sarga Hotel Private Limited (SHPL) (material subsidiary of the Company) has been admitted u/s 7 of the Insolvency & Bankruptcy Code, 2016 (the IBC) under the Honble National Company Law Tribunal, Kolkata Bench (NCLT), vide its order dated February 11, 2022. Further Sarga Udaipur Hotels and Resorts Private Limited (SUHRPL), a subsidiary of the Company has been admitted under Section 10 of the Insolvency & Bankruptcy Code, 2016, under the Honble NCLT, vide its order dated April 29, 2022.

During the year, Haldia Water Services Private Limited (HWSPL), a subsidiary of the Company came out with the Rights Issue of equity shares, to which your Company did not subscribe due to liquidity issue. Resultantly, HWSPL ceased to be a subsidiary of the Company during the year.

Further, Asian Healthcare Services Private Limited, ceased to be an associate of the Company during the year due to sale of equity shares held in the company.

The other associate company is Bengal Shristi Infrastructure Development Limited.

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 as amended. The said policy is available on your Companys website www.shristicorp.com, and a link to the same has been provided elsewhere in this report.

As on March 31, 2023, Sarga 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 as amended, 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 31.15 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 to RBL Bank Limited ("Debenture holder"), which are due to be redeemed on November 30, 2026. The said NCDs are listed on the Debt Market Segment of BSE Limited andinterest on the said NCD was paid as per the terms & conditions. The terms 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 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 INDICATORS

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 2022-23 FY 2021-22 Remarks
Debtors Turnover 19.91 9.26 Increase in revenue from operations by around 42% and decrease in trade receivables.
Inventory Turnover 0.12 0.09 Revenue from operations have increased by around 42% year on year.
Current Ratio 1.29 1.81 Increase in current liabilities and reduction in current assets year on year. The reason of increase in current liabilities is majorly due to increase in interest accrued and due & security deposit received.
Interest Coverage Ratio -0.13 0.17 Profit/(Loss) before Interest, depreciation and tax has decreased year on year majorly due to exceptional item charged into profit and loss account.
Debt Equity Ratio -17.43 10.42 Losses incurred since past few years has eroded the Equity of the company.
Operating Profit Margin (%) -28.07 22.84 Earnings before interest, depreciation and tax (EBIDT) of the company become negative due to exceptional item charged to the profit and loss account.
Net Profit Margin (%) -139.68 -141.30 NA
Return on Net worth (%) Nil 19.91 NA

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, 2023, is as follows:

Sl. No. Name of the Promoter / Promoters Group Shareholding
No. %
1. Mr. Sujit Kanoria 1,00,600 0.45
2. M/s. Adishakti Commercial Private Limited* 1,65,38,319 74.50
Total 1,66,38,919 74.95

*As on March 31, 2023, 30,80,000 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 had transferred a sum of Rs. 49,455/- (Rupees Forty Nine Thousands Four Hundred Fifty Five only) to the Investor Education & Protection Fund (IEPF) of the Central Government, being the dividend amount pertaining to the FY 2014-15, 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. 67,010/- (Sixty Seven Thousand and Ten only) were transferred to the IEPF pertaining to the FY 2014-15.

CORPORATE SOCIAL RESPONSIBILITY

The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicable as the Company is not meeting any criteria specified therein.

INTERNAL CONTROLS AN D AUDIT

The Company has in 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 RESOURCE

The Companys employees have always been one of the key stakeholders. We are committed to hiring and retaining the best talent. We focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment an Remuneration of managerial Personnel) Rules, 2014 are provided separately as Annexure-I to this report.

In terms of the Section 136 of the Act and the Rules made thereunder, the Report and Financial Statements are being sent to the shareholders excluding information on details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at secretarial@shristicorp.com.

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 a Practicing Company Secretary 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 2022-23, 6 (Six) 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 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 and numbers of meetings held, etc., of the Board Committees, are provided in the Report on Corporate Governance, forming part of this report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year March 31, 2023 is uploaded on the website of the Company and can be accessed at www.shristicorp.com. The final Annual Return shall be uploaded in the same web link after the said Return is filed with the Registrar of Companies.

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 thisreport.

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 and including its site offices. 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 2022-23, and hence no complaint is outstanding as on March 31, 2023, for redressal. The Committee meets at a certain interval.

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. During the year, the Company has received 1% Non-Cumulative Optionally Convertible Preference Shares of Rupees 40,000,000/- (Rupees Four Crore only) from Medi-Net Services Private Limited and 14,65,000 Share Warrants of face value Rs. 100/- aggregating Rs. 14,65,00,000/- (Rupees Fourteen Crores Sixty-Five Lacs only) from Shristi Lifespaces Private Limited against its due amount.

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 on an arms length basis.There were materially significant related party transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, is disclosed in the Note No. 31.25 of notes to Financial Statements of the Company. The Audit Committee reviews all related party transactions every quarter and year. Since all related party transactions entered into by your Company 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 report. Your Directors draw the attention of the members to Notes to the Standalone Financial Statements which sets out related party disclosures.

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 as follows:

• Installation of LED street lights & LED light fittings in the projects;

• Utilisation alternate sources of energy;

• Recycle & Reuse during construction concept i.e. Use of Wastage rubbish or sand filled Cement bags for earth stability;

• Use of Scrap steel in construction activities like drain cover, drain, planters, sculpture walls, embedded supporting arrangements;

• Use of Wastage Paver blocks & AAC blocks- For Soling;

• Use of Wastage Tiles in Crazy flooring, China mosaic flooring;

• Use of Wastage Granite in anti-skid resistant area, car parking zones, seating arrangements, planters;

• Use of Wastage Kota stones in planters, seating arrangements to reduce national wastage of materials;

• Conserving natural resources by minimizing waste generation along with environmental emission;

• Scrap tiles used in place of neat cement.

During the year under review, the total foreign exchange expenditure of your Company was Nil (previous year Nil). STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. R Kothari & Co. LLP, Chartered Accountants, Kolkata (Firm Registration Number: 307069E/E300266) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company to be held in 2027.

M/s. R Kothari & Co. LLP., Statutory Auditors have given a modified opinion on the Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2023 that (i) Sarga Udaipur Hotels & Resorts Private Limited (SUHRPL), a step down subsidiary of the Company has been admitted under the Insolvency and Bankruptcy Code, 2016 (IBC) at Honble National Company Law Tribunal, Kolkata ("NCLT") on April 29, 2022 (ii) Probability of invocation of Corporate Guarantee given by the Company for Sarga Hotel Private Limited & Suasth Health Care Foundation (erstwhile associate) (iii) Loss on the sale of an investment in the Joint Venture company i.e. Asian Healthcare Services Limited. Further, the Auditors have also provided for emphasis of matter in the Standalone Auditors Report, which are self-explanatory.

The Statutory Auditors of the Company have given a modified opinion on the Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2023 (i) Sarga Udaipur Hotels & Resorts Private Limited (SUHRPL), a step down subsidiary of the Company has been admitted under the Insolvency and Bankruptcy Code, 2016 (IBC) at Honble National Company Law Tribunal, Kolkata ("NCLT") on April 29, 2022 (ii) Probability of invocation of Corporate Guarantee given by the Company for Sarga Hotel Private Limited & Suasth Health Care Foundation (erstwhile associate) (iii) Loss on the sale of an investment in the Joint Venture company i.e Asian Healthcare Services Limited. Further, the Auditors have also provided for emphasis of matter in the Consolidated Auditors Report, which are self-explanatory.

The notes to financial statements referred to in the Auditors Report issued for the financial year ended March 31, 2023, 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., Practicing Company Secretaries to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark.

COST AUDITORS AND THEIR AUDIT REPORT

During the year, M/s. D. Radhakrishnan & Co., Cost Accountants (Firm Regn. No. 000018) was appointed as Cost Auditors of the Company for the Financial Year ended 2022-23 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 2022-23 shall be filed with the Ministry of Corporate Affairs in due course. On the date of this report, your Directors have, on the recommendation of the Audit Committee, approved M/s. D. Radhakrishnan & Co. as the Cost Auditors for the Financial Year 2023-2024.

As per the 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 2022-23 was included in the notice convening the 32ndAGM and subsequently ratified by the members.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board

The Board is composed of 6(Six) Independent Directors and 1 (One) Executive Directors. During the year under review, Ms. Laxmi Chauhan was appointed as an Additional Director, (Non-Executive Independent Director) of the Company with effect from August 10, 2022 and further Shareholders of the Company at the 32nd Annual General Meeting had confirmed her Appointment for a term of 5(five) years. Mr. Sunil Jha was reappointed as Managing Director of the Company with effect from March 4, 2023 upto March 3, 2026 subject to the approval of Shareholders of the Company.

Mr. Badri Kumar Tulsyan had tendered his resignation from the post of Director Finance & Chief Financial Officer (Whole Time Director) w.e.f. July 1, 2022.

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. Ravikant Baheti, 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 thereunder. Mr. Badri Kumar Tulsyan had tendered his resignation from the Post of Director Finance and Chief Financial Officer (Whole Time Director) w.e.f. July 1, 2022. Mr. Ravikant Baheti was appointed as the Chief Financial Officer of the Company w.e.f. July 11, 2022.

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 is available on your Companys website www.shristicorp.com and a link to the said policy has been provided elsewhere in this report.

Directors Responsibility Statement

Pursuant to the requirement ofclause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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;

iii. 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;

iv. the directors had prepared the annual accounts on a going concern basis; and

v. 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.

vi. 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.

MACRO-ECONOMIC SCENARIO

The growth in real Gross Domestic Product (GDP) for 2022-23 was 7.2 percent as compared to 8.7 percent in 2021-22. The growth rate during the January-March period surpassed the 4.5 percent expansion witnessed in the previous quarter of October-December 2022-23. The Indian economy has rebounded post pandemic, with an exponential growth rate of 9.1 percent in the 2021-22 financial year. However, the country is expected to witness a growth rate of 6.9 per cent over the next two fiscal years owing to the reform measures undertaken by the Government. In the Union Budget 2023-24, the Finance Ministry has announced a substantial budget for Pradhan Mantri Awas Yojana (PMAY).The implementation period of the PMAY-Urban scheme has also been extended until December 2024. The Government has also initiated the Alternative Investment Fund (AIF), Affordable Housing Fund (AHF) in the National Housing Bank (NHB) using priority sector lending shortfall of banks/financial institutions for micro financing of the HFCs.

INDUSTRY OVERVIEW

The Government has allowed Foreign Direct Investment (FDI) of up to 100% for townships and settlements development projects. The growing flow of Foreign Direct Investment in Indian real estate is encouraging increased transparency. Developers, in order to attract funding, have revamped their accounting and management systems to meet due diligence standards. The Private Equity Investments in Indias real estate sector, stood at US$ 4.2 billion in 2023. According to the Economic Times Housing Finance Summit, about three houses are built per 1,000 people per year compared with the required construction rate of five houses per 1,000 population. The current shortage of housing in urban areas is estimated to be 10 million units. An additional 25 million units of affordable housing are required by 2030 to meet the growth in the countrys urban population. The residential sector is expected to grow significantly, with the central government aiming to build affordable houses in urban areas across the country under the ambitious Pradhan Mantri Awas Yojana (PMAY) scheme. The introduction of the Production Linked Incentive (PLI) plan, massive infrastructure boosts - both physical and digital, as well as steps to minimize transaction costs and increase ease of doing business in the country.

OPPORTUNITIES/ OUTLOOK AND FUTURE PLANS

The Company firmly believes that the demand for real estate in a country like India will remain strong in the long term. Real Estate including retail, hospitality, and commercial real estate are growing significantly in the country. In order to sustain the growth momentum and to create jobs, the government has been proactively spending on infrastructure. Your Company is also engaged in the business of development of township project, shopping malls, water supply and sanitation through its subsidiaries and JV partners. The Company is hopeful of decent growth in the business due to modernization & Government initiative.

THREATS, RISK & CONCERNS

The Company is exposed to risks such as economic, taxation and environmental risks including force majeure 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.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The internal financial controls within the Company are commensurate with the size, scale and complexity of its operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. The Company has robust policies and procedures which, inter alia, ensure integrity in conducting its business, the safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and the prevention and detection of frauds and errors. The operating effectiveness of such controls are in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") and the Standards on Auditing specified by the Central Government in accordance with Section 143(10) of the Companies Act, 2013 and other authoritative pronouncements, to the extent applicable to an audit of internal financial controls over financial reporting, both issued by the ICAI.

HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company continued with efforts to ensure that its pool of human resources is "future ready" through its robust processes of learning & development, capability building and its development programmes. Efforts were taken to develop leadership lines as well as to enhance technical and functional capabilities with special focus on nurturing young talent, in order to face future challenges. It will ensure that the development initiatives result not just in better skills but in enhanced performance and higher engagement.

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 under the stipulated real estate laws. The particulars contained on the website mentions details of the Projects/developments undertaken by the Company, including depicting banners/posters of the Project.

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
Sd/- Sd/-
Braja Behan Mahapatra Sunil Jha
Place: Kolkata (Director) (Managing Director)
Date: May 26, 2023 (DIN:05235090) (DIN: 00085667)