Dear Members,
The Board of Directors of Shradha Infraprojects Limited ("the Company" or
"SHRAHDA") have pleasure in presenting the Twenty Sixth (26th) Annual Report of
the Company covering the highlights of the nances, business, and operations of your
Company. Also included herein are the Audited Financial Statements of the Company
(standalone and consolidated) prepared in compliance with Ind AS accounting standards, for
the Financial year ended March 31, 2023.
1. COMPANY INFORMATION: 1.1 FINANCIAL SUMMERY:
The Company's Financial performance (Standalone & Consolidated) during the
Financial year ended March 31,
2023 is summarised below:
Financial Results (Standalone & Consolidated)
(Amount in 'Rs. Lakhs except EPS)
Description |
Standalone |
Standalone |
Consolidated |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
102.39 |
70.06 |
9042.22 |
180.14 |
Other Income |
930.70 |
252.91 |
708.31 |
287.49 |
Total Income |
1033.09 |
322.97 |
9750.53 |
467.63 |
Purchase of Stock- in- trade |
43.17 |
66.74 |
7671.41 |
163.51 |
Employee Bene ts Expense |
82.53 |
82.70 |
84.50 |
87.00 |
Financial Expenses |
2.05 |
1.54 |
4.21 |
2.36 |
Depreciation & Amortization Expenses |
8.29 |
14.13 |
12.40 |
14.17 |
Other Expenses |
51.18 |
24.47 |
63.01 |
30.84 |
Total Expenses |
187.23 |
189.57 |
7835.54 |
297.87 |
Profit/ (Loss) before Exceptional Items and Tax |
845.86 |
133.40 |
1915.00 |
169.75 |
Exceptional Items |
|
|
|
|
ProfitBefore Tax |
845.86 |
133.40 |
1915.00 |
169.75 |
Tax Expenses |
154.32 |
15.51 |
488.70 |
22.50 |
ProfitAfter Tax |
691.54 |
117.89 |
1426.38 |
147.25 |
Other Comprehensive Income |
0.65 |
|
0.65 |
|
Tax expenses |
|
|
|
|
Net Amount |
|
|
|
|
Total Comprehensive Income |
692.19 |
117.89 |
1427.03 |
147.25 |
Less- Share of Non-Controlling Interest |
|
|
6.90 |
0.02 |
Profitfor the year for the owners of the Company |
|
1420.13 |
147.23 |
Earnings per share (Basic) |
3.42 |
0.58 |
7.01 |
0.73 |
Earnings per share (Diluted) |
3.42 |
0.58 |
7.01 |
0.73 |
Note: Previous year's gures have been regrouped / reclassi ed wherever necessary to
correspond with the current year's classification / disclosure.
HIGHLIGHTS OF THE COMPANY'S FINANCIAL PERFORMANCE:
The highlights of the Company's performance (Standalone) for the Financial ended March
31, 2023 are summarized below:
4 Revenue from Operations and Other income for the FY 2022-23 is ` 1033.09 Lakhs
against ` 322.97 Lakhs for the FY 2021-22.
4 Profitbefore Tax for the FY 2022-23 is ` 845.86 Lakhs against ` 133.40 Lakhs for the
FY 2021-22.
4 Net Profitfor the FY 2022-23 is ` 691.54 Lakhs as compared to ` 117.89 Lakhs for the
FY 2021-22, Earnings per Share (EPS) for the FY 2022-23 is ` 3.42 vis-a-vis ` 0.58 as on
FY 2021-22.
The highlights of the Company's performance (Consolidated) for the Financial ended
March 31, 2023 are summarized below:
4 Total Consolidated Revenue from Operations and other Income, for the FY 2022-23 was `
9750.53 Lakhs as compared to ` 467.63 Lakhs in FY 2021-22.
4 Consolidated Profitbefore Tax for the FY 2022-23 was ` 1915.00 Lakhs as compared to `
169.75 Lakhs in 2021-22.
4 Consolidated Profitafter Tax for the FY 2022-23 was ` 1426.38 Lakhs as compared to `
147.23 Lakhs in 2021-22.
4 Earnings per Share (EPS) for the FY 2022-23 is ` 7.01 vis-a-vis ` 0.73 as on FY
2021-22.
1.2 TRANSFER TO RESERVES:
The amount transferred to Reserves and Surplus (Balance Sheet) as at 31st March 2023
(FY 2022-23) (Previous Year FY 2021-22) is as follows:-
(Rs. in lakhs)
Particulars |
As at 31.03.2023 |
As at 31.03.2022 |
Other Equity |
|
|
Reserves and Surplus: |
|
|
(a) Securities Premium |
|
|
Balance as per last balance sheet |
1,208.48 |
1,208.48 |
Add: Addition/deletion during the year |
- |
- |
Total |
1,208.48 |
1,208.48 |
(b) Amalgamation Reserve |
|
|
Balance as per last balance sheet |
8.11 |
8.11 |
Add: Addition/deletion during the year |
|
|
Total |
8.11 |
8.11 |
(c) Surplus in Statement of Profitand Loss |
|
|
Balance as per last balance sheet |
3,199.74 |
3,081.85 |
Add: Profitfor the year |
691.54 |
117.89 |
Less: Dividend Paid (Interim) |
(202.49) |
- |
Total |
3,688.79 |
3,199.74 |
Total Reserves and Surplus |
4,905.38 |
4,416.33 |
Other Comprehensive Income: |
|
|
(a) Actuarial Gains on Remeasurement of PVDBO |
|
|
Balance at the beginning of the period |
- |
- |
Add: Addition durig the period through OCI |
0.65 |
- |
Total |
0.65 |
- |
TOTAL |
4,906.03 |
4,416.33 |
The opening balance as on 01st April, 2022 of Reserves & Surplus Account stood at `
4416.33 /- Lakhs. After making adjustments and appropriations, the closing balance as on
31st March 2023 of Reserves & Surplus Account stood at
` 4906.03/- Lakhs The Members are advised to refer the Note No. 13 as given in the
Financial statements which forms the part of the Annual Report.
1.3 DIVIDEND :
During the Financial year 2022-23 under review, The Board of Directors has declare
payment of Interim Dividend of Rs.2/- (at the rate of 20 percent) on each fully paid-up
equity share of Rs. 10/- of the Company amounting to Rs. 2,02,49,392 be paid out of the
pro ts of the Company for the Financial year 2022-23 ended 31st March 2023.
Further, Your Directors recommended a nal dividend @ 5% (Five Percent) i.e. Rs.0.25/-
(Rupee Twenty Five Paisa Only) per Equity Share of face value of Rs.5/- each to be
appropriated from the pro ts of the year 2022 - 2023, subject to the approval of the
shareholders (members) at the ensuing Twenty Sixth (26th) Annual General Meeting and will
be paid to those members whose names appear on the Register of Members on Friday, 07th
July, 2023.
1.4 MAJOR EVENTS OCCURRED DURING THE YEAR:
i) STATE OF COMPANY'S AFFAIRS OF THE COMPANY.
During the Financial year 2022-23 under review, there are no major events occurred, a
ecting the state of a airs of the company that include segment-wise position of business
and its operations, status, key business developments, Financial year, capital expenditure
programs, status related to acquisition, merger, expansion, modernization, diversi cation,
acquisition and assignment of material Intellectual Property Rights or any other material
event having an impact on the a airs of the company.
ii) CHANGE IN THE NATURE OF BUSINESS:
The Company is primarily engaged in the activities of Real Estate Development. The
Company develops residential, commercial, retail and social infrastructure projects. There
was no change in nature of the business of the Company, during the year under review.
iii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:
Except as disclosed elsewhere in this report, no material changes and commitments which
could a ect the Company's Financial position have occurred between the end of the
Financial year of the Company and date of this report. The Company will continue to
closely monitor any material changes to future economic conditions.
iv) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:
There is no occasion whereby the Company has either revised or required to revise the
Financial Statement or the Board's Report of the Company for any period prior to the FY
2022-23. Hence, no speci c details are required to be given or provided.
2. BROAD INFORMATION:
OVERVIEW OF THE INDUSTRY
The details discussion on the overview of the industry is covered under the Management
Discussion and Analysis
report has been separately furnished in the Annual Report and forms a part of the
Annual Report.
ECONOMIC OUTLOOK
The details discussion on the Global Economic outlook is covered under the Management
Discussion and Analysis
report has been separately furnished in the Annual Report and forms a part of the
Annual Report.
3. ALTERATION OF THE OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE
COMPANY:
During the year under review, the members of the Company at their First (01/2022-23)
Extra-Ordinary General
Meeting of the Company, held on 07th January, 2023, approved the alteration of the
capital Clause V of
Memorandum of Association (MOA) of the Company to e ect the Subdivision of existing
Equity share of Face Value
of Rs.10/- (Ten) Each Fully Paid Up into Two Equity shares of Face Value of Rs.5/-
(Five) Each Fully Paid Up.
The Memorandum of Association of the Company altered in the following manner i.e.,
existing Clause V of the Memorandum of Association was deleted and the same were
substituted with the following new clause as Clause V: V. The Authorised Share Capital of
the Company is Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 2,20,00,000 (Two
Crore Twenty Lakh) Equity Shares of Rs.5/- (Rupees Five only) each.
4. SHARE CAPITAL STRUCTURE :
st
The Capital Structure of the company as on 31 March, 2022 is as follows: i. During the
year under review, the members of the Company in their First (01/2022-23) Extra-Ordinary
General Meeting of the Company held on 07th January, 2023 approved the sub-division of
existing One [01] Equity Shares of the Company of face value of Rs.10/-(Ten) each fully
paid up into Two [02] Equity Shares of face value of Rs.5/- (Five) each fully paid up. ii.
Accordingly, the Authorised Share Capital of the Company is re-constituted to Rs.
11,00,00,000/- (Rupees Eleven Crore only) divided into 2,20,00,000 Equity Shares of Rs.
5/- each. iii. Consequent to aforesaid sub-division of share capital of the Company, the
Issued, Subscribed and Paid-up Share Capital of the Company reconstituted to
10,12,46,960/- (Ten Crore Twelve Lakhs Forty Six Thousand Nine Hundred and Sixty) divided
into 2,02,49,392 (Two Crore Two Lakhs Forty Nine Thousand Three Hundred and Ninety Two)
Equity Shares of face value of Rs.5/- (Rs. Five) each. iv. Subsequently, the National
Depository Services Limited and Central Depository Services Limited
("Depositories") issued and activated new ISIN INE715Y01023 for the Equity
shares of the Company. The Capital Structure of the company as on 31st March, 2023 is as
follows:
(Rs. In lakhs)
Particulars |
As at 31.03.2023 |
As at 31.03.2022 |
As at 31.03.2021 |
|
No. of Shares |
Amount |
No. of Shares |
Amount |
No. of Shares |
Amount |
Share Capital |
|
|
|
|
|
|
Authorised Share Capital - |
|
|
|
|
|
|
Equity Shares at a par value of Rs.5/- (Rs.10/-) each |
2,20,00,000 |
1,100.00 |
1,10,00,000 |
1,100.00 |
1,10,00,000 |
1,100.00 |
Issued, Subscribed and Fully |
|
|
|
|
|
|
Paid-up Capital - Equity Shares at a par value of Rs.5/- (Rs.10/-)
each fully paid up |
2,02,49,392 |
1,012.47 |
1,01,24,696 |
1,012.47 |
1,01,24,696 |
1,012.47 |
TOTAL |
|
1,012.47 |
|
1,012.47 |
|
1,012.47 |
4.1 DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any equity shares with di erential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
4.2 DISCLOSURE RELATING TO SWEAT EQUITY SHARES:
The Company has not issued any sweat equity shares during the year under review and
hence no information as
per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.
5. CREDIT RATING OF SECURITIES:
During the FY 2022-23 under review, the Company has neither issued nor required to
obtain credit rating of its
securities. As such, no speci c details are required to be given or provided.
6. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There was no amount liable or due to be transferred to Investor Education and
Protection Fund (IEPF) during the
Financial year ended March 31, 2023.
7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, the Board of Directors comprised of 6 (Six) Directors which
includes Two (2) Executive Director, One (1) Non - Executive Director and Three (3)
Independent Directors. The overall composition of Board of Directors included two women
Directors. Further the changes amongst the Board of Director/s including the Executive
Director/s and Key Managerial Personnel during the period under review are as follows:- I.
CHANGES RELATED TO THE NON EXECUTIVE/ EXECUTIVE DIRECTOR/S:
A. Pursuant to the applicable provisions of the Companies Act, 2013, the Members of the
Company, on the recommendation of the Board of Directors and the Nomination and
Remuneration Committee (NRC) of the Board, at their Twenty-Fifth (25th) Annual General
Meeting held on 24th September, 2022, consented to the re-appointment of Mr. Shreyas
Raisoni (DIN: 06537653), (Category: Executive, Non-Independent) Whole Time Director of the
Company, who retired by rotation and being eligible o ered himself for reappointment.
II. CHANGES RELATED TO THE KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, there was no change in the Key Managerial Personnel (KMP)
of the Company. In accordance with the provisions of Section 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following are the Key Managerial Personnel (KMP) of the Company viz:
1. Mr. Nitesh Sanklecha - Managing Director & Chief Financial Officer
2. Mr. Shreyas Raisoni - Whole-Time Director
3. Mr. Shrikant Huddar - Company Secretary & Compliance Officer
III. CHAIRMAN OF THE BOARD:
During the year under review, there was no change in the Chairman of the Board of
Directors of the Company and Mr. Satish Wate Director (Category: Independent Non-Executive
Director) will continued to serve as the Chairman of the Board of Directors of the
Company, e ective on June 10, 2021.
IV. DIRECTOR RETIREMENT BY ROTATION:
Pursuant to Section 152 of the Act read with the Companies (Appointment and Quali
cation of Directors) Rules, 2014 (as amended), Mr. Nitesh Sanklecha (DIN: 03532145),
retires by rotation as Director at the ensuing Annual General Meeting and being eligible,
o ers himself for re-appointment. The Board recommends his reappointment.
A brief resume and other details of the above Director seeking re-appointment are
provided in the Notice of
AGM.
V. STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Act and Regulation
16(1)(b) of Listing Regulations. VI. DECLARATION REGARDING NON - APPLICABILITY OF THE
DISQUALIFICATION:
During the year under review, the Company has received the written declarations from
all the directors of the Company regarding non-applicability of the disquali cation as
mentioned under Section 164 of the Act read with Companies (Appointment and Quali cation
of Directors) Rules, 2014. The Board noted the same and further the company obtained the
Certi cate from CS Riddhita Agrawal, (ICSI Membership Number FCS 10054 and Certi cate of
Practice Number 12917 and Peer Review Certi cate No. 1838/2022), Practicing company
Secretary, Mumbai.
VII. COMPOSITION OF THE BOARD AS ON 31ST MARCH, 2023 :
The Composition of Board of Directors of the Company as on 31st March, 2023 is as
follows:
Sr. No. Name |
Designation |
1. Mr. Satish Wate |
Chairman- Independent Director |
2. Mr. Nitesh Sanklecha |
Managing Director cum Chief Financial Officer |
3. Mr. Shreyas Raisoni |
Whole-Time Director |
4. Mrs. Mragna Gupta |
Non- Independent Director |
5. Mr. Ravindra Singh Singhvi |
Independent Director |
6. Ms. Asha Sampath |
Independent Director |
7. Mr. Shrikant Huddar |
Company Secretary & Compliance Officer |
VIII MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review total Five (5) Board Meetings were held and the gap
between two meetings did
not exceed 120 days. The Board meetings were held on:
Sr. No. of Meeting |
Day |
Date |
01/2022-23 |
Saturday |
28th May, 2022 |
02/2022-23 |
Friday |
12th August, 2022 |
03/2022-23 |
Tuesday |
08th November, 2022 |
04/2022-23 |
Saturday |
10th December, 2022 |
05/2022-23 |
Tuesday |
10th January, 2023 |
The details of Board Meetings are provided in the Corporate Governance Report forming
part of this Annual
Report.
IX. COMMITTEES OF THE BOARD :
The Board has established the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Grievances and Relationship Committee
4. Corporate Social Responsibility Committee
5. Management Committee
The compositions of the Committees as on March 31, 2023 are detailed below:
Sr. No. |
Name of Committee Members |
Audit Committee |
Nomination & Remuneration Committee |
Stakeholders' Grievances and Relationship Committee |
Corporate Social Responsibility Committee |
Management Committee |
1. |
Mr. Satish Wate |
Chairman |
Member |
Member |
- |
- |
2. |
Mr. Nitesh Sanklecha |
- |
- |
- |
Chairman |
Chairman |
3. |
Mrs. Mragna Gupta |
Member |
Member |
Chairperson |
Member |
Member |
4. |
Mr. Ravindra Singh Singhvi |
Member |
Chairman |
Member |
Member |
- |
5. |
Mrs. Asha Sampath |
Member |
Member |
Member |
- |
- |
6. |
Mr. Shreyas Raisoni |
- |
- |
- |
Member |
Member |
The detailed disclosures of all the Committees of the Board of Directors are provided
in the Corporate Governance Report forming part of this Annual Report.
X. RECOMMENDATIONS OF AUDIT COMMITTEE:
There is no occasion wherein the board of directors of the Company has not accepted any
recommendations of the Audit committee of the Company during the Financial year 2022-23.
As such, no specific details are required to be given or provided.
XI. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The highlights of the Familiarization Programme are explained in the Corporate
Governance Report forming part of this Annual Report and are also available on the
Company's website: www.shradhainfra.in.
XII. BOARD EVALUATION:
In pursuant to the provisions of Section 134(3)(p) of the Act, the Board of Directors
of the Company is committed to get its performance evaluated in order to identify its
strengths and areas in which it may improve its functioning. In terms of the framework of
the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board
of Directors have carried out an annual performance evaluation of the performance of its
own performance, Committee and Individual Directors. The evaluation of the Board,
Committees, Directors and Chairman of the Board was conducted based on the evaluation
parameters such as Board composition and Structure, e ectiveness of the Board,
participation at meetings, awareness, observance of governance, and quality of
contribution, etc.
XIII APPOINTMENT AND REMUNERATION POLICY :
Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of
Listing Regulations and on the recommendation of the Nomination & Remuneration
Committee, the Board has adopted a policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel. The detailed features of Remuneration Policy are
stated in the Report on Corporate Governance forming part of this Annual Report.
XIV PARTICULARS OF EMPLOYEES:
The disclosures pursuant to Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
as "Annexure I", which forms part of the Board's Report.
XV REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY:
The Company does not have any Holding Company. Further, the Managing or Whole-time
Director have not received any remuneration from its subsidiaries company during the FY
2022-23.
XVI DIRECTORS' RESPONSIBILITY STATEMENT:
During the year under review, the Audited Financial Statements of the Company for the
year under review are in conformity with the requirements of the Act read with the rules
made thereunder and the Accounting Standards. To the best of their knowledge and ability,
the Board of Directors makes the following statements in terms of Section 134 of the Act:
(a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, all
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) that the directors have 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 a airs of the Company as at March 31, 2023 and
of the Profitof the Company for the year ended on that date; (c) that the Directors have
taken proper and su cient 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 have
prepared the annual accounts on a going concern basis; (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 e ectively; and (f) the directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating e ectively.
8. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES: 8.1
SUBSIDIARIES COMPANIES:
During the year under review, the Company has Three (3) Subsidiary Companies and Two
(2) Fellow
Subsidiary Companies. The details are given below:
(A) MRUGNAYANI INFRASTRUCTURES PRIVATE LIMITED ('MIPL')
CIN: U45200MH2008PTC180766
The Company has 51% equity stake in Mrugnayani Infrastructures Private Limited, thus
according to Section 2(86) of the Companies Act, 2013, it became a subsidiary of the
Company w.e.f. March 31, 2017.
During the year under review, the total revenue of Mrugnayani Infrastructures Private
Limited was Rs. 0.47/- in 2022-23 compared to Rs. 3.34/- in 2021-22. The Net Profitafter
tax/ (loss) for the year 2022-23 was Rs. (5.91)/- as against Rs. 0.07/- in the year
2021-22. (Rs. In lakhs) (B) SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED ('SINPL') CIN:
U70102MH2012PTC228897
The Company has 100% equity stake in SINPL, thus according to Section 2(86) of the
Companies Act,
2013, it became a Wholly - Owned Subsidiary of the Company w.e.f. February 20, 2018.
During the year under review, the total revenue of Suntech Infraestate Nagpur Private
Limited was Rs. 9.39/- in 2022-23 compared to Rs. 30.37/- in 2021-22. The Net Profitafter
tax for the year 2022-23 was Rs. 4.88/- as against Rs. 20.56/- in the year 2021-22. (Rs.
In lakhs) (C) ACTIVE INFRASTRUCTURES PRIVATE LIMITED ('AIPL') CIN: U45200MH2007PTC174506
The Company has 100% equity stake in Active Infrastructures Private Limited',
thus it became the Wholly Owned Subsidiary of the Company as per section 2(86) of the
Companies Act, 2013 w.e.f. June 22, 2018.
During the year under review, the total revenue of Active Infrastructures Private
Limited was Rs. 8351.55/- in 2022-23 compared to Rs. 110.95/- in 2021-22. The Net
Profitafter tax for the year 2022-23 was Rs. 967.08/- as against Rs. 8.75/- in the year
2021-22. (Rs. In lakhs)
l DETAILS OF FELLOW SUBSIDIARIES COMPANIES: (D) ACHIEVERS VENTURES PRIVATE LIMITED
('AVPL')
The unlisted material subsidiary Company " Active Infrastructures Private Limited
" has 51% equity stake in "Achievers Ventures Private Limited", thus it
became the Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of
the Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 04th February, 2022.
During the year under review, the total revenue of Achievers Ventures Private Limited
was Rs. 590.62/- in 2022-23 compared to Nil in 2021-22. The Net Profit/ (Loss) after tax
for the year 2022-23 was Rs. 11.70/- as against loss of Rs. (0.06)/- in the year 2021-22.
(Rs. In lakhs) (E) DIGVIJAY SHRADHA INFRASTRUCTURE PRIVATE LIMITED: The unlisted material
subsidiary Company " Active Infrastructures Private Limited " has 50.50% equity
stake in "Digvijay Shradha Infrastructure Private Limited", thus it became the
Subsidiary of the unlisted material subsidiary Company and Fellow Subsidiary of the
Company, as per section 2(86) of the Companies Act, 2013 w.e.f. 09th June, 2022.
During the year under review, the total revenue of Digvijay Shradha Infrastructure
Private Limited was Rs. 16.55/- in 2022-23. The Net Profit/ (Loss) after tax for the year
2022-23 was Rs.8.21/-. (Rs. In lakhs) 8.2 MATERIAL SUBSIDIARIES:
The Board of Directors of the Company has approved Policy for determining material
subsidiaries in line with the Listing Regulations. The Policy has been available on the
Company's website: www.shradhainfra.in. As per the Companies policy for determining
material subsidiaries in line with the thresholds laid down under the SEBI Listing
Regulations, the 'Suntech Infraestate Nagpur Private Limited ('SINPL')' and 'Active
Infrastructures Private Limited' ('AIPL')' ("Subsidiary Companies") are classi
ed as the Material Subsidiaries of the Company, as the income/ net worth exceeds ten
percent of the consolidated income/ net worth of the listed entity and its subsidiaries in
the immediately preceding accounting year. 8.3 CONSOLIDATED FINANCIAL STATEMENTS:
The Board of Directors of the Company at its meeting held on May 27, 2023 approved the
Audited Consolidated Financial Statements together with the Auditors' Report thereon for
the Financial Year ended March 31, 2023 forms part of the Annual Report. Pursuant to
Section 129(3) of the Act, a Statement containing salient features of the Financial
statements of each of the Subsidiaries of the Company in the prescribed Form AOC-1 is
attached which forms part of the Financial Statements.
8.4 JOINT VENTURES / ASSOCIATE COMPANIES :
During the year 2022-23, the Company does not have any Joint Ventures/ Associate
Company.
9. PUBLIC DEPOSITS :
The Company has neither invited nor accepted any deposits falling under the ambit of
Section 73 of the Act and
the Companies (Acceptance of Deposit) Rules, 2014 framed thereunder during the year
under review.
10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED: The particulars of loans given, investments made, guarantees given or security
provided under the provisions of Section 186 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 are given under notes to the Financial Statements,
which forms part of this Annual Report.
11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the Financial year under review, all contracts / arrangements entered into by
the Company with related
parties were in the ordinary course of business and on an arm's length basis.
There are no materially signi cant related party transactions that may have potential
con ict with the interest of the Company at large except Advance of Loans / Investment in
Wholly Owned Subsidiary of the Company.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the Company's website: www.shradhainfra.in.
Pursuant to Section 134(3)(h) of the Act read with the Rule 8 of Companies (Accounts of
Companies) Rules, 2014, disclosures of Related Party Transactions in the prescribed Form
AOC-2 is attached as "Annexure II", which forms part of the Board's Report.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In accordance with Section 135 of the Act, the Company has a Corporate Social
Responsibility (CSR) Committee. The details of CSR Committee are stated in the Report on
Corporate Governance forming part of this Annual Report.
The CSR Committee has formulated and recommended to the Board, a Corporate Social
Responsibility Policy ("CSR
Policy") indicating the activities to be undertaken by the Company, which has been
approved by the Board.
The CSR Policy is available on the Company's website: www.shradhainfra.in.
An Annual Report on CSR Activities of the Company for the Financial Year 2022-23 is
annexed as "Annexure III"
which forms part of the Board's Report.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo are as follows: (A) CONSERVATION OF ENERGY : (i)
Steps taken or impact on conservation of energy: The Company lays great emphasis on
savings in the cost of energy consumption. Therefore, achieving reduction in per unit
consumption of energy is an ongoing exercise in the Company. The e ective measures like
education, training, publicity, messaging through use of social media have been taken to
minimize the loss of energy as far as possible. The Company does not have any internal
generation of power (captive, surplus or otherwise) and the amount spent during the
Financial year 2022-23 is Rs NIL/-.
(ii) Steps taken by the Company for utilizing alternate sources of energy:
Presently, the Company does not have any alternate sources of energy for internal
generation of power (captive, surplus or otherwise). However, the management of the
Company is exploring an alternative source of energy like solar, wind, thermal or
otherwise for internal generation of power for captive purposes.
(iii) Capital investment on energy conservation equipment:
The Company has not made any capital investment on energy conservation equipment/s.
(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:
(i) The e orts made towards technology absorption:
The Company is always in pursuit of nding the ways and means to improve the
performance, quality and cost e ectiveness of its services. The technology used by the
Company is updated as a matter of continuous exercise. (ii) The bene ts derived like
product improvement, cost reduction, product development or import substitution: As the
Company is in service industry, there is no question of product improvement, product
development or import substitution. Moreover, the Company has not derived any material
bene ts in cost reduction against technology absorption.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the Financial year) : The Company has not imported any technology
during the last three years reckoned from the beginning of the Financial year. (iv) The
expenditure incurred on Research and Development: The Company does not have a separate
independent research and development activity. As such, no material amount of expenditure
was incurred on research and development activity of the Company.
(C) FOREIGN EXCHANGE EARNINGS / OUTGO
During the Financial year 2022-23 under review, there are no foreign exchange earnings
and outgo.
14. RISKS MANAGEMENT :
In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has
framed a Risk Management Policy, for assessment and minimization of risk. Risk Management
Policy enables the Company to ensure sustainable business growth with stability and to
promote a proactive approach in reporting, evaluating and resolving risks associated with
the business. The Board members are informed about risk assessment and minimization
procedures after which the Board formally adopted steps for framing, implementing and
monitoring the risk management plan for the Company.
The details of Risk Management Policy are available on the Company's website:
www.shradhainfra.in.
15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:
Pursuant to the provisions of Section 177 of the Act read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil
Mechanism that enables the directors, employees and other stakeholders to report genuine
concerns. The details of Vigil Mechanism are provided in the Corporate Governance Report
forming part of this Annual Report.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no signi cant and material orders passed by the Regulators / Courts /
Tribunals which would impact the
going concern status of the Company and its future operations.
17. AUDITORS :
A. STATUTORY AUDITOR AND THEIR REPORTS:
In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014,
M/s. Paresh Jairam Tank & Co., Chartered Accountants, having Firm Registration No.
139681W has been appointed as Statutory Auditors of the Company by the members at their
23rd Annual General Meeting ("AGM") held on 30th September, 2020 to hold o ce
for their second term of 5 ( ve) years i.e. till the conclusion of AGM for the Financial
year 2024-25.
The Auditor's Report for Financial year 2022-23 does not contain any quali cation,
reservation or adverse
remark. The Auditor's Report is enclosed with the Financial statements in this Annual
Report.
During the year under review,
1) The observation(s) made by the Statutory Auditor in their Report are
self-explanatory and therefore, do not call for any further comments under Section
134(3)(f) of the Act.
2) The Auditor's Report does not contain any reservation, quali cation, disclaimer or
adverse remarks.
3) The Statutory Auditor has not reported any incident of fraud to the Audit Committee
or the Board of Directors under Section 143(12) of the Act.
B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
CS Riddhita Agrawal, Company Secretary in Practice, (Certi cate of Practice No. 12917)
have furnished a Certi cate of their consent, quali cation and eligibility and also, have
con rmed about their not being disquali ed for the appointment including re-appointment as
the Secretarial Auditors of the Company for the FY 2022-23.
Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of
the Company, has approved and appointed, CS Riddhita Agrawal, Company Secretary in
Practice, (Certi cate of Practice No. 12917), as the Secretarial Auditors of the Company
for the FY 2022-23.
The Secretarial Audit Report in Form No. MR-3 submitted by CS Riddhita Agrawal, Company
Secretary in Practice, (Certi cate of Practice No. 12917), the Secretarial Auditors of the
Company, do not contain any adverse remarks and quali cations, is self-explanatory and do
not call for any further explanation/s by the Company. The Secretarial Audit Report in
Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY
2022-23 is attached herewith as an "Annexure IV", which forms part of the
Board's Report
C. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:
For the Financial year 2022-23, SUNTECH INFRAESTATE NAGPUR PRIVATE LIMITED ('SINPL')'
and 'ACTIVE
INFRASTRUCTURES PRIVATE LIMITED ('AIPL')' ("Subsidiary Companies") are the
material unlisted subsidiaries of the Company. As per Regulation 24A of SEBI Listing
Obligation and Disclosure Requirements, 2015, the Secretarial Audit of the material
subsidiaries mentioned above has been conducted for the Financial year 2022-23 by
Practicing Company Secretary. None of the said Audit Reports contain any quali cation,
reservation or adverse remark or disclaimer. The Secretarial Audit Reports of material
subsidiaries for the Financial year ended 31st March, 2023, are annexed herewith and
marked as Annexure- V to this Report.
D. INTERNAL AUDITOR / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 and on recommendation of Audit Committee, M/s. V. K.
Surana & Co., Chartered Accountants, Nagpur (Firm Registration No. 110634W) were
appointed as the Internal Auditors of the Company to periodically audit the adequacy and e
ectiveness of the internal controls laid down by the management and suggest improvements.
The Company ensures reliability in conducting its business, precision and
comprehensiveness in maintaining accounting records and anticipation and detection of
frauds and errors. There were no adverse remarks or quali cation on accounts of the
Company marked by the Internal Auditors.
E. COST AUDITORS :
The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules
framed thereunder are not applicable to the Company.
18. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:
The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors and
Internal Auditors of the Company, for the FY 2022-23, do not contain any quali cation or
adverse remarks. The observations made by all the Auditors in their respective Report/s
are self-explanatory and as such, do not call for any explanations.
19. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India i.e. SS-1 and SS-2 with respect to Board
Meetings and General Meetings.
20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE, 2016 (IBC):
During the FY 2022-23 under review, no such event occurred by which Corporate
Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code,
2016 (IBC). As such, no speci c details are required to be given or provided.
21. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS FINANCIAL INSTITUTIONS:
During the FY 2022-23 under review, there has been no One Time Settlement ('OTS') of
Loans taken from Banks and
Financial Institutions.
22. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the FY 2022-23 under review, there is no occasion wherein the Company failed to
implement any Corporate
Action. As such, no speci c details are required to be given or provided.
23. ANNUAL RETURN:
The Annual Return in Form MGT-7 for the Financial year ended 31st March, 2023, is
available on the website of the Company at www.shradhainfra.in
24. OTHER DISCLOSURES :
= AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED:
For the FY 2022-23 under review, the Company has prepared the audited Financial
statements on standalone as well as consolidated basis after incorporating the share of
Profitor loss from its subsidiary companies namely Mrugnayani Infrastructures Private
Limited ('MIPL') Suntech Infraestate Nagpur Private Limited ('SINPL') & Active
Infrastructures Private Limited ('AIPL') and Step down Subsidiaries i.e. Achievers
Ventures Private
Limited and Digvijay Shradha Infrastructure Private Limited.
= MATERIAL DEVELOPMENT IN HUMAN RESOURCES:
During the FY 2022-23 under review, industrial relations remained cordial. Employees'
competencies and skills were enhanced by exposing them to several internal and external
training programme/s. A number of measures were taken to improve motivation level of
employees. Additional e orts are continued to be implemented with a view to obtain
commitment and loyalty towards the organisation.
= INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication shown by its
employees and Visiting Faculties in all areas of operations. The Company has a structured
induction process and management development programs / workshops to upgrade skills of
managers / Employees. Objective appraisal systems based on Key Result Areas are in place
for senior management sta . Additional e orts are continued to be implemented with a view
to obtain commitment and loyalty towards the organization.
The Company is dedicated to enhance and retain top talent through superior learning and
organizational development, as this being the pillar to support the Company's growth and
sustainability in the future.
= HEALTH AND SAFETY:
The operations of the Company are conducted in such a manner that it ensures safety of
all concerned and a pleasant working environment. Safety Committee and Apex Committee are
available for periodical review on safety, health & environment of all departments.
Regular Training on Safety is being organized for New Joinee, regular employees &
contract labour. Mock-drills are conducted for practical exposure to meet emergency need
on quarterly basis. Hand book on safety awareness are distributed to all employees.
In the situation of COVID -19 pandemic, the Company has organized vaccination drive (
rst, second and booster dose) for its employees, labours to keep them protected from the
infection. The company is extending all possible e orts to get its employees and their
dependents vaccinated.
25. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:
= STATEMENT OF DEVIATIONS AND VARIATIONS:
In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has
been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the
Initial Public O er (IPO) as disclosed in the Company's Prospectus dated November 16, 2017
for the period ended March 31, 2023, as it has been utilized
fully for the purpose for which funds was raised.
= MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section forming part of the Annual Report.
= LISTING OF SHARES:
The equity shares of the Company have been listed and actively traded on the National
Stock Exchange (Capital Market Segment- Main Board) e ective 22nd October, 2020. There was
no occasion wherein the equity shares of the Company have been suspended for trading
during the Financial year 2022-23.
= CORPORATE GOVERNANCE :
As the Members are aware, the securities [Equity Shares] of the Company are migrated
from SME Platform of National Stock Exchange of India Limited (NSE) namely NSE EMERGE to
Main Board of National Stock Exchange of India Limited, e ective 22nd October 2020 (Scrip
Code SHRADHA). Therefore, provisions relating to Corporate Governance provided in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR Regulations
/ Listing Regulations], are applicable to the Company consequent to such migration.
Your Directors are pleased to report that your Company has duly complied with the SEBI
Guidelines on Corporate Governance for the year 2022-23 relating to the Listing
Regulations. A Certi cate from CS Riddhita Agrawal, Practicing Company Secretary (ICSI
Membership No. FCS-10054, Certi cate of Practice No. 12917 and Peer Review Certi cate No.
1838/2022) con rming compliance with conditions as stipulated under Listing Regulations is
annexed to the Corporate Governance Report which forms an integral part of the Board's
Report of the Company.
The Copy of Report on Corporate Governance is enclosed as Annexure-VII. 26. OTHER
MATTERS : (A) DEMATERIALISATION OF SHARES:
As on 31st March 2023, the entire 100% issued, subscribed and paid-up share capital i.
e. 2,02,49,392 equity shares of the Company were held in dematerialised form through
depositories namely National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSIL). (B) PAYMENT OF LISTING AND DEPOSITORIES FEES:
The Company, has duly paid the requisite annual listing fees for the FY 2022-23, to the
National Stock Exchange of India Limited (NSE). The Company, has also duly paid the
requisite annual custodian and other fees for the FY 2022-23, to the National Securities
Depository Limited (NSDL) and Central Depository Service India) Limited (CDSIL).
(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING
AND OTHER CODE AND POLICIES OF THE COMPANY:
Your Board of Directors are pleased to report that your Company has complied with the:-
4 Dividend Distribution
Policy(https://drive.google.com/file/d/1th_cvVwo11-oO7U2r0qD5VKWVM8iX6x6/view)
4 Policy For Enquiry In Case Of Leak Of UPSI
4 Nomination & Remuneration Policy
4 Code Of Practice For Fair Disclosure Of UPSI
4 Authorisation To Key Managirial Personnel
4 Policy On Document Preservation
4 Policy For Determining Material Subsidiary
4 Policy For Determination Of Materiality Of Event & Info
4 Familiarisation Programme For Independent Directors
4 Corporate Social Responsibility Policy
4 Code of Business Principles & Conduct
4 Code For Prohibition of Insider Trading
4 T & C of Appointment of Independent Directors
4 Risk Management Policy
4 Policy On Materiality of Related Party Transaction
4 Whistleblower Policy
4 Policy on Anti-Sexual Harassment
The aforesaid code/s and policy(ies) are available on the Company's website
www.shradhainfra.in.
27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL)
ACT, 2013:
The Company has in place a Policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review,
there were no complaints received under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual
harassment complaints received and disposed of during the FY 2022-23:-
(a) Number of complaints pending at the beginning of the year |
NIL |
(b) Number of complaints received during the year |
NIL |
(c) Number of complaints disposed-o during the year |
NIL |
(d) Number of cases pending at the end of the year |
NIL |
CAUTIONARY STATEMENT
Certain statements in the Boards' Report describing the Company's objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable securities laws and regulations. Actual results could di
er from those expressed or implied. Important factors that could make a di erence to the
Company's operations include labour and material availability, and prices, cyclical demand
and pricing in the Company's principal markets, changes in government regulations, tax
regimes, economic development within India and other incidental factors.
ACKNOWLEDGMENT:
The Board of Directors acknowledges with gratitude for the co-operation and assistance
received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of
India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s
and other Investor/s for their continuous support for the working of the Company. The
Board of Directors also take this opportunity to extend its sincere thanks for
co-operation and assistance received by the Company from the Central State Local
Government and other regulatory authorities, Bankers and Members. The Directors also
record their appreciation of the dedication of all the employees at all levels for their
support and commitment to ensure that the Company continues to grow.
For and On behalf of the Board of Directors of
SHRADHA INFRAPROJECTS LIMITED
Sd/- |
Sd/- |
NITESH SANKLECHA |
SHREYAS SUNIL RAISONI |
MANAGING DIRECTOR & CFO |
WHOLETIME DIRECTOR |
(DIN: 03532145) |
(DIN: 06537653) |
Date : 28th June, 2023
Place : Nagpur
|