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Shristi Infrastructure Development Corporation Ltd.
BSE CODE: 511411   |   NSE CODE: NA   |   ISIN CODE : INE472C01027   |   02-May-2024 12:22 Hrs IST
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March 2015

DIRECTORS' REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Dear 'Members,

Your Directors are pleased to present the Twenty-fifth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2015. The summarised standalone and consolidated financial performance of your company is as under:

BUSINESS AND OPERATIONS REVIEW

Your Company is an ISO 9001:2000 certified leading civil and social infrastructure development company. The company is presently engaged in the construction & development of complete integrated townships, power plants, transmission lines, hotels, SEZ etc. The company has joined hands with the Union Government of India and various State Government entities to enhance India's urban infrastructure, including tourism & hospitality, housing, power, water, sewerage, and others on a pan-India basis. Your Company has a joint venture with the Housing and Urban Development Corporation Limited (HUDCO) and a host of agencies of State Governments for the development of various housing as well as social infrastructure projects based on the Public Private Partnership model.

The year under review continued to be challenging for the Company because of volatile input costs, delay in regulatory approvals and continued slowdown in the infrastructure sector. In the back drop of challenging macro economic conditions, your Company since last few years has adopted the cautious strategy of selectively bidding for the projects wherein project receivables do not get locked and provide for a decent IRR without being risky. On standalone basis, the turnover is Rs. 10,738 lacs as against previous year figure of Rs. 12,536 lacs which is less by 17%. Profits before Interest, Depreciation & Tax is Rs. 1,521 lacs as against previous year's figure of Rs. 1,800 lacs and Profit after taxation is Rs. 225 lacs as against previous year's figure of Rs. 241 lacs, which is less by 7%. Inspite of challenging economic environment, Company's strategy regarding judicious bidding, containing costs and optimum resource utilization, have helped in sustaining its profitability.

Your Company is engaged in the infrastructure construction business with focus on EPC and PMC contracts for Power Plants, Special Economic Zones (SEZs) and High Rise Buildings. The infrastructure development projects are presently being pursued primarily through its various subsidiaries, associates and joint venture companies. Due to severe slowdown in the infrastructure sector in the last three years, your Company has realigned its business strategy from delivering high growth to one that focuses on tightening operations and generating cash flows. Given the past experience, changed circumstances, future developments, plans in the various business verticals and after considering various options, it was felt that consolidation of the businesses of the Company under one entity would create better synergies for the business operations of the Company, including reduction in managerial, administrative and other common costs. Hence, the Board of your Company has approved a restructuring proposal for merging the development business under Shristi Housing Development Limited alongwith its two more wholly owned subsidiaries namely, Vitthal Hospitality Private Limited and Vivekananda Skyroad Limited, with the Company. The amalgamation will enable the merged entity to offer a comprehensive package of infrastructure products and solutions from one entity. The same will enable the merged entity to compete and bid for new projects more competitively and effectively with the combined credentials, experience and track record of both the Companies. This would also lead to greater cohesiveness in gaining market share and increased brand and customer recognition.

The Financial Statements have been prepared by your Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Statement in Form AOC-1 containing the salient features of the financial statements of your Company's subsidiaries, associates and joint venture companies pursuant to first 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 aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standards, Consolidated Financial Statements prepared by your Company include financial information of its subsidiary, associate and joint venture companies.

A report on the performance and financial position of each of the subsidiaries, associate and joint venture 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 financial statements of each of the subsidiary, associates and joint venture 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 subsidiary, associate and joint venture companies may write to the Company Secretary at your Company's 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 financial year under review, East Kolkata Infrastructure Development Private Limited and Border Transport Infrastructure Development Limited, both have become wholly owned subsidiaries of your Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

During the year under review, your Company has formulated and put in place a Policy for determining 'Material' Subsidiaries as per the revised Clause 49(V)(D) of the Listing Agreement with the Stock Exchanges. A subsidiary shall be considered as material if the investment of your Company in the subsidiary exceeds 20% (twenty percent) of its consolidated net worth as per the audited balance sheet of the previous financial year or if the subsidiary has generated 20% (twenty percent) of the consolidated income of your Company during the previous financial year. The said Policy is available on your Company's website www.shristicorp.com and a link to the same Policy has been provided elsewhere in this Annual Report.

As on 31st March, 2015, Shristi Housing Development Limited (SHDL), is the material subsidiary of your Company and the Company has appointed Mr. Sakti Prasad Ghosh, Independent Director of the Company on the Board of SHDL in compliance with the provisions of the Listing Agreement.

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.

DIVIDEND

In continued pursuit of distributing profits to shareholders, your Directors have recommended equity dividend of Rs. 0.25 per share for the Financial Year 2014-15 (Financial Year 2013-14: Rs. 0.30). The dividend, if approved at the 25th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the register of members as on 12th September, 2015. The Dividend for the financial year 2014-15 shall be subject to tax on dividend to be paid by your Company but will be tax free in the hands of the shareholders.

PROMOTER GROUP SHAREHOLDING

During the year under review, there were various instances of acquisitions as well as transfer of shares amongst the Promoter/ Promoters' Group of your Company resulting in effective increase of your Company's Promoter/Promoters' Group shareholding by 23.28 percent from 50.32 percent to 73.60 percent. The aggregate shareholding of Promoter/Promoters' Group of your Company as on 31st March, 2015 is as follows

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Dividend amount of Rs. 1,76,038/- for the year 2007-08 is still lying unclaimed and hence would be required to be transferred to IEPF account on 28th October, 2015 since 7 years would be expiring for the said year. The Company is requesting the shareholders once again to claim their dividend amount from the Company. During the year under review no amount was transferred to IEPF.

AWARDS AND RECOGNITION

Shristi won the following accolades during the year:

i) "Shristinagar-Asansol" has bagged the award for "Best Promising Integrated Green Township of the Year" by Brands Acade my Real Estate Awards 2015 in association with NDTV, NAR India (National Association of Realtors), NAREDCO & ACRI (Association of Certified Realtors of India) in New Delhi.

ii) "Shistinagar-Guwahati" has been awarded the "Most Admired Upcoming Project of the Year" award by ABP News.

iii) "Sentrum Mall and the Annexe Commercial building" recently won the "Best Malls & Shopping Centres of the Year" by Estate Avenues CNBC Award.

GLOBAL OUTLOOK

The global economic recovery has been slow. United States showed tepid signs of improvement but Europe and Japan continued to be under pressure all through the year. In the Euro area, growth in 2014 was weaker than expected on account of low investment, inflation and high economic uncertainty being faced by Greece. Emerging markets, notably China recorded a decline in growth rate and other major constituent countries like Brazil, Russia and South Africa also recorded deceleration in growth rates. The global economic climate continues to be volatile, uncertain and prone to geo-political risks especially with regard to the Chinese slowdown and Eurozone crisis. The World Bank expects the global growth rate for 2015 to be 3.0 percent whereas the International Monetary Fund (IMF) expects global economy to grow by 3.5 percent in 2015.

INDIAN SCENARIO

Indian Economy is showing signs of revival. According to Economic Survey, the annual growth rate of the Indian Economy is projected to have increased to 7.4 percent in 2014-15 as compared to 6.9 percent in the previous year. To make GDP data globally more relevant and comparable, the Central Statistical Office has changed the base year on which comparisons are made to 2011-12 from 2004-05 due to which GDP growth rate of FY 14 stands revised to 6.9 percent from 4.7 percent. In FY 16 the growth rate is likely to go up further to anything between 8.1 - 8.5 percent making India, world's fastest growing major emerging economy. The International Monetary Fund also predicts that India's economy will overtake China in terms of its annual growth rate in 2015-16.

INFRASTRUCTURE SECTOR OVERVIEW

Infrastructure sector in India has witnessed a severe slowdown over the last three years. The entire infrastructure climate in India is today plagued with structural issues of the past few years. Primarily, it is the legacy of the very large number of stalled projects. Within infrastructure, 80 projects stalled were related to electricity and power. Another 143 hindered infrastructure projects relate to construction and real estate, where the major reason for delays and halt is the lack of environmental clearances. Keeping in mind the present subdued investment climate in India, the government has decided to step up investments in infrastructure on its own so that more funds can be channelized into infrastructure creation. An additional Rs. 70,000 crore has been earmarked for infrastructure. Government is also revisiting the existing PPP policy so that the private sector can become more effective in infrastructure creation. A few steps announced by the Government for infrastructure in the current budget includes setting up of five new ultra mega power projects of 4000 MW each, setting up of a National Investment & Infrastructure Fund with an annual outlay of Rs. 20,000 crore from the Centre, floating of Tax-free infrastructure bonds for mobilising resources for projects in rail, road and irrigation and increased outlays for building rural infrastructure like roads, housing, power supply, hygiene, water supply, cold storages, among others.

OPPORTUNITIES, THREATS AND BUSINESS OUTLOOK

The Government of India has been successful in containing inflation and the low oil prices are unlikely to put any upward pressure on inflation. The RBI has signalled a gradual easing of interest rates which is expected to stimulate investment. But more needs to be done because, Indian Industry, in general, and the infrastructure sector in particular is suffering from high interest costs. The Government is working towards restarting the stalled infrastructure projects and has also initiated a number of measures towards easing the business climate. Basic corporate tax rate is being reduced from 30 per cent to 25 per cent over the next 4 years. The General Anti Avoidance Rules (GAAR) stand deferred by another two years which will address some of the concerns of the foreign investors and concerted efforts are being made to cut red tape. The new guidelines for REITs, the easing of FDI investment norms in the sector, and tax incentives for home buyers all signal the intent of the Government to support growth in the sector. While consumer demand levels across most sectors remain muted, we are confident that the economic cycle is turning, and that demand will pick up significantly in the years ahead. The new Government's thrust on smart cities, housing for all, and urban renewal are all expected to give a boost to urbanization and the growth of the construction and development sector.

Key operational risks faced by the Company include slow order inflows, execution bottlenecks of clients, rising interest costs, delay in payment from customers, longer gestation period for procurement of land, time taken for approvals, inability to sell the project as per plan, inability to complete and deliver projects according to the schedule leading to additional cost of construction and maintenance, erosion of brand value, appointment and retention of quality contractors/ sub contractors and inability to attract and retain talent.

The Company addresses these issues within a well structured framework which identifies the desired controls and assigns ownership to monitor and mitigate the risks. The Company has also invested significant resources in an Enterprise Resource

Planning (ERP) solution and transparent customer friendly processes, which are expected to go a long way to address some of these risks. Emphasis continued on continuous improvements in project execution efficiencies which resulted in notable gains. The Company also has a Code of Conduct for all its Employees. The Company's Corporate Governance policies ensure transparency in operations, timely disclosures and adherence to regulatory compliances, leading to enhanced stakeholder value.

The sector is also awaiting the enactment of The Real Estate (Regulation and Development) Bill, 2013. The new law is expected to bring in greater transparency and would be beneficial for the end customers. As it is an evolving piece of legislation, the benefits from this regulation will be realised over a period of time.

The headwinds facing the Indian economy over the past couple of years are abating and beneficial turns in commodity and interest cycles alongwith a favourable policy environment is likely to lead to an improved demand environment and your Company believes that it is well positioned to leverage this trend and continue its focus of creating superior value for all its stakeholders.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness was observed. Internal control systems and process level checks and balances are reviewed and updated on a continuous basis. The internal control is supplemented by an extensive program of internal audit, reviewed by the Management, documented policies, guidelines and procedures. Your Company has implemented the ERP systems for better internal controls. The top management and Audit Committee of the Board review the findings evolved during checking of system and operation and take steps accordingly.

RISK MANAGEMENT

The Company already has in place the procedure to inform the Board about the risk assessment and minimization procedures. 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. Your Company has constituted a "Risk Management Committee" consisting of Managing Director and the Chief Financial Officer, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

HUMAN RESOURCES

Shristi firmly believes that its employees are one of the most valuable resources. Only highly motivated employees can enable the Company to meet and exceed the expectations of various stakeholders including customers and investors. Employees are encouraged to develop their respective individual development plans and continuous learning processes help them do better. Your Company creates and maintains a supportive 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 that provides the competitive edge to the Company in adding agility and ability through continuous capacity building mechanism that imparts sustainable human capital advantage in today's dynamic and turbulent business landscape. The details relating to employees have been mentioned elsewhere in this Report.

CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement the Company is committed to maintain the highest standards of corporate governance and adhere to the prescribed corporate governance requirements. The report on Corporate Governance as stipulated under the Listing Agreement 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 MEETINGS

During the year, 2014-15, 7 (seven) Board meetings were held and the details of the Board meetings including the Committee meetings have been furnished in the Corporate Governance Report 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

Administration) Rules, 2014, an extract of Annual Return of the Company for the financial year ended 31st March, 2015 in Form MGT-9 is annexed herewith as Annexure I to this Report.

AUDIT COMMITTEE

The Audit Committee as on 31st March, 2015, comprises of Mr. Dipak Kumar Banerjee, Mr. Sakti Prasad Ghosh and Mr. Braja Behari Mahapatra, Independent Directors and Mr. Kailash Nath Bhandari, Non-executive Director. Mr. Dipak Kumar Banerjee, Independent Director is the Chairman of the Audit Committee. The Company Secretary of your Company acts as the Secretary to the Audit Committee. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER 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 clause 49 of the Listing Agreement, 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 Company's 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 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is provided in the standalone financial statement (Please refer to Note 14 to the standalone financial statement).

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 arm's 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.

In terms of clause 49(VII) of the Listing Agreement, your Company obtained prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee reviews all related party transactions on a quarterly basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on your Company's website www.shristicorp.com and a link to the said Policy has been provided elsewhere in this Annual Report.

Your Directors draw attention of the members to Note 26 to the standalone financial statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of Companies Act, 2013 and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure II to this Report.

Details of employee remuneration as required under Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136(1) of the Companies Act 2013, the Report and Accounts are being sent to the members excluding the aforesaid details. Any member interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company.

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

Particulars of statement under Rule 8 of Companies (Accounts) Rules, 2014 for conservation of Energy, Technology absorption are 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. 22.97 lacs (P. Y. Rs. 26.64 lacs).

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

S. S. Kothari & Co., Chartered Accountants, having firm registration no. 302034E allotted by The Institute of Chartered Accountants of India (ICAI), were appointed as Statutory Auditors of the Company for a period of 3 years in the last Annual General Meeting (AGM) held on 19th September, 2014. They have also confirmed that they are eligible for appointment.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, the Board has appointed K. Arun & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report for the financial year ended 31st March, 2015, does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board

During the year under review, the members approved the appointments of Mr. Dipak Kumar Banerjee, Mr. Sakti Prasad Ghosh, Mr. Vinod Juneja, Mr. Kailash Nath Bhandari and Mr. Braja Behari Mahapatra as Independent Directors of the Company for a period of 5 years from the date of the Twenty fourth Annual General Meeting of the Company held on 19th September, 2014 who are not liable to retire by rotation. In this regard, the Company has issued formal letter of appointment to the Independent Directors and the same is also available on website of the Company. To comply with the revised Corporate Governance Code (effective w.e.f. 1st October, 2014) Mr. Kailash Nath Bhandari's designation, pursuant to his request, was changed to Non-Executive Director from Independent Director of the Company, liable to retire by rotation w.e.f. 30th September, 2014.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

Appointment of Director

Pursuant to the provisions of the Companies Act, 2013, Dr. Srabani Roy Choudhury (DIN: 07006221) who was appointed as an Additional Director in the capacity of an Independent Director w.e.f. 1st November, 2014 holds office up to the ensuing Annual General Meeting. Being eligible, Dr. Srabani Roy Choudhury offers herself for appointment as a Director of the Company in the capacity of an Independent Director. The Board of Directors based on the recommendation of the Nomination & Remuneration Committee, have recommended the appointment of Dr. Srabani Roy Choudhury as a Non-Executive Independent Director of the Company.

Re-appointment of 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.

Performance Evaluation and meeting of Independent Directors

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that the formal annual evaluation needs to be done by the Board of its own performance and that of its Committees and individual directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board, excluding the director being evaluated. Accordingly, the Board of Directors of the Company carried out the performance evaluation of all Directors and Committees of the Company.

During the F.Y. 2014-15, the Independent Directors of the Company also met once to discuss and carry out the evaluation of performance of (i) Non-Independent Directors and the Board of Directors of the Company as a whole, (ii) the evaluation of performance of the Chairman of the Company, and (iii) evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Nomination & Remuneration Policy

As approved by the Board of Directors of your Company, the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company is available on your Company's website www.shristicorp.com and a link to the said Policy has been provided elsewhere in this Annual Report.

Familiarization Programme

The details of programmes 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, 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 of 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 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

SHRISTI WEBSITE

The website of your company, www.shristicorp.com carries a comprehensive information database 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.

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

Dipak Kumar Banerjee

Chairman

Place: Kolkata

Date: 29th May, 2015