Directors Report of Shelter Infra Projects Ltd.

Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the Fifty Two (52^nd) Annual Report together with
the Audited Statement of Accounts of M/s. Shelter Infra Projects Limited ("the Company") for the year ended 31''¹
March, 2024.

Financial Performance

The summarized standalone results of vour Comoanv are eiven in the table below.

Particulars	Financial Year ended
	Rs. in Lakhs
	Standalone
	31/03/2024	31/03/2023
Total Income	180.92	145.71
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(7-95)	(28.24)
Finance Charges	;	0.22
Depreciation	9.46	11.19
Provision for Income Tax (including for earlier years)	(1.10)	(0.79)
Net Profit/ (Loss) After Tax	(19.09)	(40.44)
Profit/(Loss) brought forward from previous year	168.34	208.78
Amount transferred consequent to Scheme of Merger	-	-
Profit/(Loss) carried to Balance Sheet	149.25	168.34

Previous year figures have been reerouped/rearranged wherever necessary.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2024 was Rs. 3,57,01,610/- consisting of 3570161 shares of Rs.
10/- each. The Company has not issued shares with differential voting rights nor granted stock options nor sweat
equity during the Financial Year under review.

DIVIDEND:

Your Directors regret not to declare any Dividend for the Financial Year under review as operating losses are
prevailing in the accounts for the Financial Year 2023-2024 .

FINANCIAL PERFORMANCE

During the Financial Year under review, total revenue increased from Rs. 145.71 Lakhs to Rs. 180.92 Lakhs. The
Company has incurred loss of Rs. 19.09 Lakhs during the Financial Year 2023-24 compared to the loss of Rs. 40.44
Lakhs incurred during the Financial Year 2022-2023 due to sustaining business in the most economical and budget
friendly manner as well as receipt of rental revenues.

TRANSFER TO RESERVE

The Board of the company does not recommend any amount to be transferred to Reserves in view of losses
existing during the Financial Year 2023-24.

CHANGE IN NATURE OF BUSINESS. IF ANY

There was no change in the nature of the Business of the Company during the FY 2023-24.

MATERIAL CHANGES & COMMITMENTS

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

CHANGES IN SHARE CAPITAL DURING FY-2023-24

There was no change in Share Capital during the Financial Year 2023-2024 under review.

SUBSIDIARY / JOINT VENTURES / ASSOCIATES

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

PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES

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

INDUSTRY SCENARIO IN FUTURE:

The infrastructure sector is a key driver of the Indian economy. The Indian government places a strong emphasis on
this sector as it is crucial to India''s overall growth and helps to ensure that world-class infrastructure is built in the
nation on schedule. Power, bridges, dams, highways, and urban infrastructure development are all included in the
infrastructure industry. The Indian government is trying to create an intense push through policies to ensure world-
class infrastructure in India, making it India''s new identity. India is undertaking major infrastructure and industrial
projects worth $ 1.3 trillion approx.

The real estate sector is one of the most globally recognized sectors. The real estate sector comprises four sub
sectors - housing, retail, hospitality and commercial. The growth of this sector is well complemented by the growth
of the corporate environment and the demand for office space as well as urban and semi-urban accommodations.
The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in
all sectors of the economy. The residential real estate sector in India is witnessing a remarkable transformation,
driven by evolving consumer preferences, changing lifestyles, and demographic shifts. In India, the real estate sector
is the second-highest employment generator, after the agriculture sector. It was also expected that this sector will
incur more non-resident Indian (NRI) investment, both in the short term and the long term.

The Construction industry in India consists of the Real estate as well as the Urban development segment. The Real
estate segment covers residential, office, retail, hotels and leisure parks, among others. While Urban development
segment broadly consists of sub-segments such as Water supply, Sanitation, Urban transport, Schools, and
Healthcare. United Nations projects India''s population to be 1.64 Bn by 2047, an estimated 51% of India''s
population is likely to be living in urban centres. 100% Foreign direct investment in the construction industry in India
under automatic route is permitted in completed projects for operations and management of townships,
malls/shopping complexes, and business constructions.

By 2030, more than 40% of the Indian population is expected to live in urban India (35% today) which is likely to
create a demand for 25 Mn additional affordable units. Growth of cities would boost energy demand for powering
buildings, making measures such as the revised Energy Conservation Building Code (ECBC), extremely important. Use
of green building materials, and energy efficient HVAC and lighting systems are at the forefront of the new
paradigm. Technology/AI Shaping the Industry Cost efficiencies, faster construction and higher quality are driving
implementation of techniques such as aluminium formwork, prefabricated buildings, building information modelling
(BIM), etc.

The Real Estate Industry In India Market size is estimated at USD 0.33 trillion in 2024, and is expected to reach USD
1.04 trillion by 2029, growing at a CAGR of 25.60% during the forecast period (2024-2029). According to industry
reports, real estate demand for data centres is expected to increase by 15-18 million sq. ft. by 2025. Demand for
residential properties has surged due to increased urbanization and rising household income. India is among the top
10 price-appreciating housing markets internationally.

STATE OF THE COMPANY''S AFFAIRS

Pursuant to Sec 134 (3) (i) of the Companies Act, 2013 (''the Act'') as we look forward to 2024, Evolving customer
preferences is playing a pivotal role in shaping India''s real estate market. With rapid urbanisation and increasing
disposable incomes, there is a growing preference for modern amenities and convenience. Homebuyers look for
properties with smart technology, energy efficient appliances, 8i recreational facilities. Factors like government
policies, technological advancements, sustainable practices, rising demand for housing, and regulatory measures like
RERA are pivotal in shaping the current industry landscape. Nowadays, product-centricity has surged with
customers, showing willingness to pay a premium for superior quality. In the dynamic realm of India''s real estate
market, technological advancements have significantly reshaped various facets of the industry by boosting efficiency
& fundamentally reshaping the development, marketing, & management of properties.

FIXED DEPOSITS:

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

ANNUAL RETURN;

Annual Return along with the Extract vide MGT-9 in terms of Section 92(3) of the Companies Act, 2013 is available
at Company''s website at www.ccapltd.in

CHANGE IN BOARD OF DIRECTORS

Mr. Arunansu Goswami (DIN-07514682), re-appointed as a Non Executive Director in Independent capacity for a
second term of 5(Five) years on and from dated 18 ^h July, 2023 which had been approved by the Shareholders at the
Annual General Meeting held on 08^,h September, 2023.

BOARD MEETINGS:

During the Financial year Seven (7) meetings of Board of Directors held on 19.05.2023, 29.05.2023, 18.07.2023,

26.07.2023, 08.08.2023,08.11.2023 and 07.02.2024.

Name of Director	No. of Board meetings attended	Attendance at last AGM
MR.ARUNANSU GOSWAMI	7	YES
MR. SANKALAN DATTA	7	YES
MR. KAJAL CHATTERJEE	7	YES
MR. KAMAL KISHORE CHOWDHURY	7	YES

MRS. SWETA PATWARI	7	YES

COMMITTEES OF BOARD:

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

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee Meeting

a) During the Financial year 2023-2024 the Audit Committee held 5(Five) Meetings on 19.05.2023,

29.05.2023, 08.08.2023, 08.11.2023 and 07.02.2024.

Name of Director	No. of meetings attended
MR.ARUNANSU GOSWAMI	5
MR. SANKALAN DATTA	S
MRS. SWETA PATWARI	s

2. Nomination & Remuneration Committee

a) During the Financial year 2023-2024 the Nomination & Remuneration Committee held 2(Two) Meetings on

18.07.2023, 08.08.2023.

	Name of Director	No. of meetings attended
MR.ARUNANSU GOSWAMI		2
MR. SANKALAN DATTA		2
MRS. SWETA PATWARI		2

3. Stakeholders Relationship Committee

a) During the Financial Year under Review, the Committee held l(one) Meeting as on dated 18.07.2023.

Name of Director	No. of meetings attended
MR.ARUNANSU GOSWAMI	1
MR. SANKALAN DATTA	1
MRS. SWETA PATWARI	1

CHANGE IN COMMITTEES OF BOARD:

There has been a no change during the financial year.

KEY MANAGERIAL PERSONNEL OF THE COMPANY

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

1. Mr. Kamal Kishore Chowdhury - Whole Time Director

2. Mr. Dharmendra Kumar Singh - Company Secretary (Resigned as on date 07.08.2023)

3. Miss. Sushmita Neogy - Company Secretary (Appointed as on date 08.08.2023)

4. Mr. Somesh Bagchi - Chief Financial Officer

Change in Kev Managerial Personnel:

There has been a change in the Composition of the Key Managerial Personnel i.e. Company Secretary due to the
resignation of Mr. Dharmendra Kumar Singh (Company Secretary) on dated 07.08.2023 and appointment of Miss.
Sushmita Neogy (Company Secretary) on dated 08.08.2023 during the Financial Year 2023-24.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of under SEBI (Listing
Obligations And Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism and
has a Whistle Blower Policy. The policy is available at the Compan
y''s website www.ccaplld.in under the head Disclosure Under Regulation 46 of SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015, followed by the link - https:A www.ccapltd.in/disclosure46.html.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

Pursuant to Section 134 (3)(q) of the Companies Act, 2013 (''the Act'') The Independent Directors hold office for a
fixed term of 5 years and are not liable to retire by rotation. Independent Director Mr. Arunansu Goswami’s term
expired on dated 09.04.2023 however he was in the process of reappointment and re-appointed on dated
18.07.2023 during the Financial Year for the second term of next Five Years.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION:

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

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

STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit
and Auditors) Rules, 2014 as amended, M/s. Basu Chanchani 8i Deb, Chartered Accountants (ICAI Firm Registration
No. 304049E) be and is hereby re-appointed as the Statutory Auditors of the Company to hold the office for the
second term of five years beginning from the conclusion of the 50th Annual General Meeting till the conclusion of
the 55th Annual General Meeting of the Company scheduled to be held in the year 2027.

The members may note that consequent to the changes made in The Companies Act, 2013 and The Companies
(Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the
proviso to Section 139 of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies
(Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment at every Annual General

Meeting has been done away. Therefore, the requirement of ratifying the appointment of M/s. Basu Chanchani &
Deb, as the Auditors of the Company at the every Annual General Meeting does not arise.

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

EXPLANATION TO AUDITOR''S REMARKS

> The company has advanced Rs 556.30 lakhs for the development right which is a'' good and recoverable
advance'' and there is no indication available from the records and regular interaction with the party
that such advance becomes doubtful of recovery in any way . Moreover , the party received for the
development right has confirmed as on 31.03.2024 and the management has taken all necessary steps
which seems to be right at the moment for the execution of development right which is under progress.
Under this circumstances , the company do not find it reasonable to treat this advance in its book as
unrecoverable.

> It is a fact to note that the company has obtained "Lease Right " for 999 years by indenture, dated
06.11.1996 and such leasehold right issued by the Hon''ble Governor of West Bengal, and at the time of
execution of lease, your company has paid the necessary premium or salami which has fully charged in its
account .As per the indentures the annual rent has to be paid within 90days of the year for which such
rent shall be payable . However, this annual rent of the leasehold properties has not been ascertained
and informed by the Urban Development Department, Government of West Bengal. The company has
made contact with the Lesser in many times and the matter is pending as on date . The Company is ready
to discharge its "dues" Annual Rent as and when the same will come to its knowledge . However due to
non availability of facts and figures of annual rent of the leasehold properties the company is not
position to ascertain the " annual rent " of the leasehold properties since the lease deed execution .

It is very much clear that the local municipality is not concerned with "Annual Rent" of such leasehold
properties issued by the Urban Development Department, Government of West Bengal.

> The Company has observed and the Board of Directors have taken steps to obtain the " fair value" of
equity shares.

> Your Board of Directors observed the Auditors observation . The company has taken steps to obtain ''
Actuarial Valuation '' on gratuity of the employees of the company . However , the company has provided
Rs 1 lakh as gratuity in its current year account.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Ms. Soma Saha, a Practicing Company Secretary
(C.P. No. 12237, Mb No: 33125),having its office at 10, Old Post Office Street Room No: 42A, Kolkata - 700 001,
have been appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. The report of the
Secretarial Auditor is enclosed as an Annexure-1 to this report. The observation made therein is taken note of by
the management and necessary steps had been taken to rectify it.

Securities Exchange Board of India (SEBI) had issued a guidance note on Board Evaluation which inter alia contains
indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the
Board.

Pursuant to the new Evaluation Framework adopted by the Board, the Board adopted a formal mechanism for
evaluating its performance and as well as that of its Committees and individual Directors for the financial year 2023¬
2024. The exercise was carried out through a structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & Committees, experience & competencies, performance of specific
duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual Directors who were evaluated on parameters such as attendance,
contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest
etc.

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

STATEMENT REGARDING THE OPINION OF BOARD FOR INDEPENDENT DIRECTOR RE-APPOINTED

Mr. Arunansu Goswami (DIN-07514682), re-appointed as a Non Executive Director in Independent capacity for a
second term of 5(Five) years on and from dated 18th July, 2023. The Board of directors were extremely satisfied
with the integrity, expertise and experience of Mr. Arunansu Goswami and approved the proposal to re- appoint
him for second term of next five years.

RISK MANAGEMENT POLICY

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

HUMAN RESOURCES:

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

Statue	Nature of Dues	Amount(Rs in Lakhs)	Financial Year	Regulators
Income Tax Act 1961	Income tax and Interest	1169.83	2012-13	CIT Appeal, Kolkata

Income Tax Act 1961	Income tax and Interest	56.43	2014-15	CIT Appeal Kolkata
GST	Service Tax &. Penalties	346.36	2011-16	Service Tax Appellate Tribunal
SEBI ACT/SCRA act,1956	Penalty	57.00	Dec 2016	SATS MUMBAI

INTERNAL FINANCIAL CONTROLS

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

RELATED PARTY TRANSACTIONS:

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

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions. The policy is available on the Company''s website www.ccapltd.in under the head Disclosure
Under Regulation 46 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, followed by the
link https://www.ccapltd.in/disclosure46.html.

PREVENTION OF INSIDER TRADING:

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

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

The Company have not declared any Dividend since the Financial Year 2011-12, however the last Dividend declared
was for the Financial Year 2010-11 and in accordance with the provisions of Section 124, 125 and other applicable
provisions, if any, of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) the amount of dividend remaining unclaimed or unpaid for a period of seven
years from the date of transfer to the unpaid dividend account is required to be transferred to the IEPF, maintained
by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaid in respect of
dividends for the Financial Year 2010-2011 have been transferred to the IEPF. The Statement of amounts credited
to lnvestor-IEPF-1-for all the previous years in which dividends declared before and for 2010-2011, is available on
the Company''s website: www.ccapltd.in

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

CORPORATE GOVERNANCE

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

INDUSTRIAL RELATIONS:

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

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

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is given in Annexure-3
forming part of the Directors'' Report

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

The company has in place an Anti -Sexual Harassment Policy in line with the requirements of The Sexual Harassment
of Woman at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC)
has been set up to redress complaint received regarding sexual harassment. All Employees (permanent,
Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during each calendar year.

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

SECRETARIAL STANDARDS

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

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

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

COST AUDIT RECORD

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors
For Shelter Infra Projects Limited

KAMAL KISHORE CHOWDHURY SANKALAN DATTA l
(WHOLE TIMPtUAECTOR) (DIRECTOR)

DIN-06742937 DIN - 02478232

Date: 25.07.2024
Place: KOLKATA

---

Mar 31, 2015

Dear Shareholders,

The behalf of the Board of Directors, it is our pleasure to present the Forty Third Annual Report together with the Audited Statement of Accounts of Shelter Infra Projects Limited ("the Company") for the year ended 31st March, 2015.

Financial Performance

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

Rs. in Lacs

Particulars Financial Year ended

Standalone

31/03/2015 31/03/2014

389.58 816.55

Total Income

Profit/(loss) before 38.12 105.6

Interest, Depreciation & Tax (EBITDA)

Finance Charges NIL 1.08

37.45 60.16 Depreciation

Provision for Income Tax 25.02 (2.46) (including for earlier years)

Net Profit/ (Loss) After (24.35) 46.82 Tax

Profit/(Loss) brought (266.75) (313.57) forward from previous year

Amount transferred NIL NIL consequent to Scheme of Merger

Profit/(Loss) carried to (291.10) (266.75)

Balance Sheet

*previous year figures have been regrouped/rearranged wherever necessary.

OPERATIONAL REVIEW:

Gross revenues decrease to Rs. 389.58 Lacs, against Rs. 816.55 Lacs in the previous year. Profit before depreciation and taxation was Rs. 38.12 lacs against Rs. 105.6 Lacs in the previous year. After providing for depreciation and taxation of Rs. 37.45 Lacs & Rs 25.02 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. (24.35) Lacs as against Rs. 46.82, lacs in the previous year. Due to tough market conditions and on account of very high levels of taxation the company's turnover in terms of value has reduced at a marginal 47.71 % during the year under review. However, the profit after tax has reduced by 152% due to unprecedented high levels of Raw Material prices throughout the year.

INDUSTRY SCENARIO

The second half of 2014 was full of positive surprises for India's real estate sector. Important events like banks lowering interest rates, RBI offering incentives for infrastructure financing and creation of real estate investment trusts (Reits) were one-of-its-kind initiatives that real estate developers cheered during last year.

And, the two most remarkable events was unveiling of 'Make-in-India' campaign and relaxation of FDI norms in construction sector has also brought in a lot of optimism into the sector, which is most of the times riddled with controversies.

Now, when we have ushered into 2015, real estate developers and experts believe there could be even more interesting trends that would rule the real estate sector. Unlike conventional market trends, residential plots are gaining prominence amid property buyers. Buyers prefer to buy plots for attractive returns in the mid-to-long term horizon. This can further be justified by the fact that they are now considering upcoming smart cities, where apartment culture is yet to catch pace. Also, for the development of these smart cities, smaller areas in the peripheries are being identified. As this concept is yet to take off in most areas, plots tend to have become a strong investment option.

Cities falling along the major industrial corridors are expected to see immense growth in the coming years. As each corridor passes through various existing industrial clusters, towns and cities, these are likely to become investment hubs. Thus, once completed, the real estate growth at India's hinterlands, connected via these corridors, will be exponential.

Affordable housing has become the talk of town ever since BJP, in their manifesto, promised 'housing for all' by 2022.Post the budget, that opened a jackpot for affordable housing with a mammoth budget of Rs 4,000 crore (Rs 40 billion) and tax incentives for home loans, the mission got another facelift. In July 2014, RBI also tweaked the definition of affordable houses. As per the changed norms, home loans up to Rs 50,00,000 in metropolitan cities and Rs 40,00,000 in non-metro cities will now come under the purview of affordable housing.

Smaller property sizes are now taking precedence over larger units across the metros. Large swanky homes that are huge on maintenance are no longer an attraction for several metropolitan buyers. This was also validated by our recent survey where maximum people preferred property sized 800-1,200 sq. ft. Moreover, understanding the affordability aspect of the prospective buyers, builders are also launching properties that are smaller in size but fall well within the budget of the home buyer.

OUTLOOK:

As we look forward to 2015, the macroeconomic environment is expected to continue to improve. The single- family housing sector pricing and sales continues to strengthen, albeit at a slow and inconsistent pace. These positive macroeconomic parameters could potentially provide a further boost to the strengthening Commercial Real Estate recovery.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 357.02 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIVIDEND:

Your Directors regret to declare any dividend for the year under report due to the operating profit will be absorbed for the development of projects during the year.

FIXED DEPOSITS:

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

EXTRACT OF ANNUAL RETURN ;

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as ANNEXURE 1. COMMITTEES OF BOARD:

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

The Audit Committee comprises of 3 Directors Mr. Chinmoy Mazumdar as Chairman, Mr. Kamal Kishore Choudhury & Mr. Shibram Nag as members of the Committee. The Committee has the necessary financial background and expertise in financial and internal control areas.

The composition of the Audit Committee and the details of meetings attended by the Directors are given below:

Sl. Name Category No.

1. Mr. Chinmoy Mazumdar Non executive & (Chairman) Independent

2. Mr. Shib Ram Nag Non Executive & (Members) Independent

3. Mr. Kamal Kishore Non Executive & Choudhury Independent (Members)

During the Financial year the Audit Committee held 4 meetings on 26.05.2014, 11.08.2014, 13.11.2014 and 03.02.2015. The Audit Committee of the Company meets before the Finalization of Accounts in each year and also meets in each quarter before the results of that quarter is published in the newspapers and informed to the stock exchanges, as required under clause 41 of the Listing Agreement.

Vigil mechanism

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called „Whistle Blower PolicyRs, for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company code of conduct.

In compliance of the above requirements, SHELTER INFRA PROJECTS LIMITED, being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.

SCOPE

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

1. Breach of the Company Code of Conduct

2. Breach of Business Integrity and Ethics

3. Breach of terms and conditions of employment and rules thereof

4. Intentional Financial irregularities, including fraud, or suspected fraud

5. Deliberate violation of laws/regulations

6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment

7. Manipulation of company data/records

8. Pilferation of confidential/propriety information

9. Gross Wastage/misappropriation of Company funds/assets

PROCEDURE

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as "Protected disclosure under the Whistle Blower policy" or sent through email with the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:- VIGILANCE OFFICER:

COMPANY SECRETARY CUM COMPLIANCE OFFICER

ETERNITY BUILDING

DN-1, SECTOR - V, SALT LAKE,

KOLKATA, West Bengal 700091

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ccapltd.in

b. Nomination & Remuneration Committee

Sl. No. Name Category

1 Mr Chinmoy Mazumdar Non executive & (Chairman) Independent

2 Mr Shib Ram Nag Non Executive & (Member) Independent

3 Mr Kamal Kishore Non Executive & Choudhoury Independent (Member)

During the year, the Committee had met on 06.06.2014 & 12.02.2015.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/Members

1 Mr Chinmoy Chairman Mazumdar (Non Executive)

2 Mr Dwija Das Member Chatterjee

3 Kamal Kishor Member Choudhary

During the year, the Committee had met on 27.05.2014, 28.06.2014, 24.07.2014, 05.09.2014 and 04.02.2015,

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In the last AGM held on 26th September 2014, M/s. G. Basu & Co., Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 1 years. On recommendation Audit committee, Board has proposed M/s. G.Basu & Company, Chartered Accountants (Registration No. 301174E), re-appointment of Statutory Auditors for financial year 2015-16 is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are explained below.

- In view of pending one time settlement proposal with the State Bank of Bank, interest from October, 2012 has not been considered as a stop gap arrangement and not as a deviation of AS1.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. K. Arun & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as ANNEXURE 2 to this report. The report is self-explanatory and do not call for any further comments.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

HUMAN RESOURCES :

Your Company treats its "human resources" as one of its most important assets.

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

DECLARATION BY INDEPENDENT DIRECTORS

Mr Sankalan Dutta ,Mr. Kajal Chatterjee, Mr. Kamal Kishore Chowdhary and Mr. Shib Ram Nag are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company.

COMPANY'S POLICY ON APPOINTMENT AND

REMUNERATION:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

During the year under review, the no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations.

HOLDING AND SUBSIDIARIES:

Your Company continues to be the Subsidiary of Ramayana Promoters Pvt. Ltd. Further, the Company has no subsidiaries.

INDUSTRIAL RELATIONS:

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

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Audit committee of your company has performed regular review on internal financial controls of your company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

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

The Company in the ordinary course of its business, enters into transactions relating to Sale, purchase or supply of any goods or materials, Selling or otherwise disposing of, or buying, property of any kind, Leasing of property of any kind, Availing or rendering of any services, Appointment of any agent for purchase or sale of goods, materials, services or property, other obligations from Senguro Infracon Pvt. Ltd., Shelter Brickfields, Akankha Nirman pvt Ltd. and MZM Nirman Pvt. Ltd. who is a 'Related Party' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement. The current and the future transactions are/will be deemed to be 'material' in nature as defined in Clause 49(VII) of the Listing Agreement as they may exceed 10 per cent of the annual turnover of the Company based on future business projections. Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions would require the approval of the members by way of a Special Resolution.

A resolution for approval of this Related Party Transaction has been included in the Notice convening the ensuing AGM of the Company.

Details of Transaction made at arm's length price are attached as ANNEXURE 3.

PREVENTION OF INSIDER TRADING:

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is as under;

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Rs. 9033.5/- (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; No increment

(iii) the percentage increase in the median remuneration of employees in the financial year; No increment

(iv) the number of permanent employees on the rolls of company; 22 nos

(v) the explanation on the relationship between average increase in remuneration and company performance; N/A (vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; There is no variations in the market capitalization of the company, There is no changes in pe ratio

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; N/A

(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; vise versa decreased

Company has made Nomination Remuneration Policy so that the remuneration is as per the remuneration policy of the company. For detailed information about the policy your are requested to visit your company website www.ccapltd.in.

There was no employees in the company ;

i) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

ii) employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Chinmoy Majumdar, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Any director of the company is not resigned during the year. Miss. Maumana Pal is appointed as an Additional Director under independent category seeking appointment under section 152 and other applicable provision of Company act 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has no unpaid and unclaimed amounts lying with the Company, with respect to financial year 2006-07 as no dividend was declared in said year.

CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. All Employees (permanent, Contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of During each calendar year.

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

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

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

Although your Company's core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to 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

Shelter Infra Projects Limited SANKALAN DATTA DWIJA DAS CHATTERJEE

DIN- 02478232 DIN - 02183974

(DIRECTOR) (WHOLE TIME DIRECTOR)



Date :28TH MAY 2015

Place : KOLKATA

---

Mar 31, 2014

The Stakeholders,

The Directors have great pleasure in presenting the Forty First Annual Report of the Company together with Audited accounts for the year ended 31st March, 2014

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs.In Lacs)

PARTICULARS 2013-2014 2012-2013

A) Income from Operations 816.55 1120.31

B) Profit/Loss after Tax 46.82 (332.91)

Balance Brought forward from previous Year (313.57) 19.34

Amount available for appropriation (266.75) (313.57)

C) Appropriations :-

Proposed Dividend N.A N.A

Dividend Distribution Tax N.A N.A

Balance Carried to Balance Sheet (266.75) (313.57)

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs 816.55 lacs. The Profit/loss after Tax for the year under review has been Rs. 46.82 lacs, as compared to Rs. (332.91) lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating profit will be absorb for the development of the projects during the year.

FUTURE OUTLOOK

In this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1 trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive. There is a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual General Meeting and their re-appointment is proposed.

2. Mr. P.K.Lala resigned from the Board w.e.f 1st August , 2013. Your Directors record their appreciation for the valuable contributions made by them during their tenure of Directorship in the Company.

3. Mr. Shib Ram Nag, Mr. Sankalan Datta, Mr. Kamal Kishore Choudhoury, Mr. Kajal Chatterjee will be appointed as Independent Director on the Board.

Unpaid Dividend

Last seven years balances lying in the Company''s Unpaid Dividend Accounts with its bankers are shown below :

Year Amount as on 31.03.2014

2006- 07 No dividend declared

2007- 08 1,37,020.00/-

2008- 09 1,50,465.50/-

2009- 10 7,42,324.50/-

2010- 11 7,38,125.00/-

2011- 12 No Dividend Declared

2012- 13 No Dividend Declared

In the year of 2006-07 no dividend had been declared, hence for the year 2006-07, no fund will be transferred to Investor Education and Protection Fund of Central Government after completion of seven years.

Unpaid/unclaimed dividend amounting to Rs 3,72,666 for the year 2005-2006 had been deposited to the Investor Education and Protection Fund of Central Government .

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2013- 2014, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2014-2015.Your Directors recommended reappointment of G, Basu & Co.

AUDITORS'' OBSERVATIONS

Auditor''s observation is here as follows :

1. Remuneration paid to whole-time Director amounting to Rs. 20.70 lac (including Rs. 4.76 lacs for the current year) is subject to approval by the Central Government as per section 198(4) of the Companied Act, 1956. There is no impact for this loss for the year. (Refer Note 10 in Notes on accounts).

^ The Company has already initiated the process to regularise the matter.

2. The Company has not made any provision for interest on term loans and Cash Credit from state bank of India for the period from 1st October, 2012 to 31st March 2014 amounting to Rs. 747.45 Lacs (including Rs. 600.75 lacs for the current year) resulting in an overstatement of profit for the year by the year by Rs. 600.75lacs. (refer Note 11 in the Notes on Accounts)

Above accounting treatment is contrary to requirement of AS1 issued by Institute of Chartered Accountants of India.

The Company already had several meetings with the Officials of the Bank. Presently, the Company is in advanced stage of discussion and negotiation with the Bank for an early settlement of the dues. It is expected that the settlement will be in place in the current Financial Year and once that is done the Company will charge its Profit and Loss Account with the relevant amount as per the agreed terms of the settlement.

3. From the available Information, we are unable to ascertain whether provision for Taxation and Advance Income Tax/Tax deducted at source as on 31st March, 2014 amounting to Rs. 51.54 Lac and Rs 341.60 Lac respectively have been properly reflected. There may be revenue impact, which is not ascertainable at this stage. Disputed liability if any has remained undetected.

The Company has identified the quantum of Provision for taxation made in the Books of Account for the previous financial years. Similarly, it has also completed the exercise of identifying the quantum of Advance Income Tax / Tax Deducted at Source for the previous financial years. During the current financial year the Company has received favourable Order from the Commissioner of Income Tax (Appeals), Kolkata related to financial years 2006-2007 & 2009-2010 which will have an impact on the other financial years. Once the Appeal effect is given by the Income Tax Authority the necessary adjustments to Provision for Taxation and Advance Income Tax / Tax Deducted at Source will be made in the Books of Account of the Company.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 134 of the Companies Act, 2013, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134 OF THE COMPANIES ACT 2013.

Although your Company''s core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor is any specific technology obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, Your Directors state:

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

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2013 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual accounts have been prepared on a going concern basis. INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPRECIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in a manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.

Kolkata Dwija Das Chatterjee Shib Ram Nag 26th May , 2014 Whole time Director & CEO Director

---

Mar 31, 2013

To The Shareholders,

The Directors have great pleasure in presenting the Fortieth Annual Report of the Company together with Audited accounts for the year ended 31st March, 2013

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs. in Lacs)

PARTICULARS 2012-2013 2011-12

A) Income from Operations 1120.31 6316.89

B) Profit/Loss after Tax [332.91 (255.92)

Balance Brought forward from previous Year 19,34 275.26

Amount available for appropriation (313.57) 19.34

C) Appropriations: -

Proposed Dividend N.A N.A

Dividend Distribution Tax N.A N.A

Balance Carried to Balance Sheet [313.57) 19.34



FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs 1120.31 lacs. The Profit/loss after Tax for the year under review has been Rs. [332.91) lacs, as compared to Rs. (255.92) lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating loss during the year.

FUTURE OUTLOOK

Fn this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1 trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive.

There is a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of Fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual General Meeting and his re-appointment is proposed.

2. Mr. Ganeshan Natarajan, (Mechanical Engineer) having a vast experience in the field of Mechanical Engineering and also associated with FICC1, ASSOCHAM, Cll and ICC , was appointed as an Additional Director by the Board of Directors of the Company with effect from 1st July, 2013. His expertise and experience will benefit the Company in future. In view of his rich experience, it will be in the best interest of the Company that Mr. Ganesan Natarajan continues as a Director of the Company.

3. Mr. Bappaditya Chakravarty, Mr. Shanti Ranjan Paul, Mr. Dipankar Chatterjee, Mr. Lala Kishore kanti Roy, Mr. Pradeep kanti Lala, Mr. Hirak Mukherjee and Mr. Koushik roy resigned from the Board during the period and the Board places on record its deep sense of appreciation for the services rendered by them during their tenure of Directorship in the Company.

Unpaid Dividend

Last seven years balances lying in the Company''s Unpaid Dividend Accounts with its bankers are shown below:

Year Amount as on 31.03.2013

2005-06 3,72,666.00/-

2006-07 No dividend declared

2007-08 1,37,020.00/-

2008-09 1,50,465.50/-

2009-10 7,42,324.50/-

2010-11 7,38,125.00/-

2011-12 No Dividend Declared

As per the Companies Act, 1956 unpaid dividend for 2005-06 will be transferred to Investor Education and Protection Fund of Central Government in October 2013 after completion of seven years. The details of the amount lying in the unclaimed & unpaid dividend accounts are available at the company''s website www.ccapltd.in.

Unpaid/unclaimed dividend amounting to Rs 3,42,624 for the year 2004-2005 had been deposited to the Investor Education and Protection Fund of Central Government.

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2012- 2013, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2013-2014.Your Directors recommended reappointment of the auditors.

AUDITORS'' OBSERVATIONS

Clarification on Auditor''s observations are here as follows:

1. Remuneration paid to whole-time Director amounting to Rs, 15.94 lac is subject to approval by the Central Government as per section 198(4) of the Companied Act, 1956. There is no impact for this loss for the year. (Refer Note 10 in Notes on accounts).

- The Company is in the process of filling the same with the Central Government.

2. The Company has not made any provision for interest on term loans and Cash Credit from state bank of India for the period from 1st October, 2012 to 31st March 2013 amounting to Rs. 146.70 Lac resulting in an understatement of loss for the year by the said amount.(refer Note 11 in the Notes on Accounts)

Above accounting treatment is contrary to requirement of AS1 issued by Institute of Ch a rtered A ceo untants of India.

- Company''s accounts had been turned into NPA in the books of the bank due to non- payment of interest & principal amount as company could not generate enough cash for economic downturn and strolling of different projects executed by the company for the survival. As per the RBI guidelines once the account has turned NPA the banks are unable to charge any interest on the said asset. Hence Company on its own has charged a notional interest on the said facilities taken from the bank. Moreover the Company has approached the bank for restructuring of the account and once it is done all the outstanding amount as per agreed terms will be charged in the expenditure of the company''s book.

3. From the available Information, we are unable to ascertain whether provision for Taxation and Advance Income Tax/Tax deducted at source as on 31st March, 2013 amounting to Rs. 51.54 Lac and Rs 289.84 Lac respectively (vide Note 4 and Note 10 to Balance sheet) have been properly reflected.

There may be revenue impact, which is not ascertainable at this stage. Disputed Liability if any, has remain undetected.

- Due to the pending cases with the Income Tax department, the company is unable to reflect the same in the books of accounts. Once the cases are disposed off the books of accounts shall be regularised and the effect for the same shall be given thereafter.

4. From the available information and explanations we are unable to form an opinion whether advances to certain parties amounting to Rs. 31.10 crore (including in Short Term Loans Advances under Current Assets in Note 14 to balance sheet) are not prejudicial to the interest of the Company. Revenue implications of the observation are not ascertainable at this stage.

- Company in the year 2009 undertook a residential project to boost up the revenue which was dropping every year due to the non-interest on the Company by the previous Promoters. The land on which the residential complex was to be build up was taken as development right from the respective land owners/Companies. The company will pay the consideration in instalment from the connection of advance booking in the Residential Complex. Thus the amount is shown as advance given to different companies in the books of accounts.

5. The Company has received Advance from Customers amounting to Rs. 17.37 Crore against booking of Residential Flats (included in "Advance from Customers" Under short Term Unsecured Loans in Note 5 to Balance sheet) which are outstanding around two years without any construction activity for flats. Under such circumstances we are unable to form an opinion whether such advances are not to be treated as "Public Deposit" as per rule 2 (VI) of the Companies (Acceptances of Deposit Rules) 1975. Revenue Implication of the observation is not ascertainable at this stage.

- As mentioned above the said residential complex was pre-launched and as per the market trend & rules advance booking has been taken on the units launched by the company. But due to delay in statutory clearances and impact on slow down the project remains stalled and the said information has been passed on to the buyers to wait till all the regulations properly taken care. Therefore it cannot be treated as public deposit as proper legal document has been passed on to them against their booking on particular unit chosen by the said proposed buyer.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES fPARTICULARS OF EMPLOYEESl RULES 1975.

The particulars required under Section 217 (2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said Section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956.

Although your Company''s core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There are no foreign exchange earnings or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

COMPLIANCE CERTIFICATE

The Compliance certificate received in accordance with the provisions of Section 383A [1] of the Companies Act, 1956 read with the Companies [Compliance Certificate] Rules, 2001,is attached and the same is self-explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

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

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 313t March,2013 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis,

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPRECIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in a manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.



On behalf of the Board For Shelter Infra Projects Limited



Kolkata Chinmoy Mazumdar Shib Ram Nag

13th August, 2013 Director Director

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Mar 31, 2012

The Directors have great pleasure in presenting the Thirty-Ninth Annual Report of the company together with Audited accounts for the year 31st March, 2012

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS :

(Rs in lacs)

PARTICULARS 2011-12 2010-11

A Income from Operations 6316.89 2142.90

B) Profit/Loss after Tax (255.92) 119.61 Balance Brought forward from previous Year 275.26 176.44

Amount available for appropriation 19.34 296.05

C) Appropriations :

Proposed Dividend N.A. 17.83

Dividend Distribution Tax_ N.A. 2.96

Balance Carried to Balance Sheet 19.34 275.26

FINANCIAL AND OPERATONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs. 6316.89 lacs. The Profit/ loss after Tax for the year under review has been Rs. (255.92) lacs, as compared to Rs. 119.61 lacs for the previous year.

DIVIDEND

This Directors regret to declare any dividend for the year under report due to the operating loss during the year.

FUTURE OUTLOOK

In this context, infrastructure investment plays a major role. In the short term, it boosts investment rates across the economy. In the long run, it will remove the supply constraints that affect industry and trade. The needs of this sector are vast. Infrastructure in India needs over $ 1trillion investment in the next five years. The government alone cannot invest this amount. Therefore, importance being given to PPPs. Achieving targets in key infrastructure sector is a key to success and will inspire confidence about the overall economic growth rate. It is felt that the targets set are certainly ambitious and impressive. There are a significant scale up over earlier turnover, however the company faced an operating loss due to high cost of fund which will be reduced into low cost fund and the company is working on it.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction along-with infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. There are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Pradeep Kanti Lala, Mr. Lala Kishore Kanti Roy and Mr. Hirak Mukherjee were appointed as Additional Directors w.e.f. 09.02.2012, 09.02.2012 and 24.05.2012 respectively. The Directors proposed and confirmed their appointment.

2. Mr. Abhijit Datta and Mr. Shib Ram Nag retires by rotation in the forthcoming Annual General Meeting and their re-appointment is proposed.

3. Mr. Pradeep Kanti Lala was designated as Whole Time Director of the Company w.e.f.

01.05.2012 and his appointment is also proposed for your assent.

Unpaid Dividend

Last seven years balance lying in the Company's Unpaid Dividend Accounts with its bankers are shown below :

Year Amount as on 31.03.2012

2004-05 Rs. 3,42,484,80/-

2005-06 Rs. 3,72,666.00/- 2006-07 No Dividend Declared

2007-08 Rs. 1,37,020.00/- 2008-09 Rs. 1,57,253.50/-

2009-10 Rs. 7,42,344.00/-

2010-11 Rs. 7,39,525.00/-

As per the companies Act, 1956 unpaid dividend for 2004-2005 will be transferred to Investor Education and Protection Fund of Central Government in October 2012 after completion of seven years. Individual reminders have been sent to the concerned shareholders to take action for claiming the dividend from the Company before it is transferred to the said fund.

Unpaid/unclaimed dividend amounting to Rs. 91,980/- for the year 2003-2004 had been deposited to the Investor Education and Protection fund of Central Government on 26.10.2011.

CODE OFCONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board Members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board members and senior management personnel has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report. AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2011-12, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2012-13. Your Directors recommended reappointment of G. Basu & Co.

AUDITORS' OBSERVATIONS

Auditors observation are mostly dealt in Notes to Accounts as attained with the Financial Results and are self explanatory.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 217(2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956,

Although your Company's core activity is in the area of civil construction which is not power intensive, your Company is making every efforts to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which need to be absorbed or adopted.

There is no foreign exchange or outgo during the year under review.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted or renewed any deposit, as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance certificate received in accordance with the provisions of Section 383A(1) of the companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is self-explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state 1956, Your Directors state :

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

b. that appropriate accounting policies have been selected and applied consistently, and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the said period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

APPREACIATION

Your company continues its effort on strengthening the business. It is the endeavour of the company to deploy resources in manner so as to secure the interest of the shareholders in the long terms. Your directors are deeply grateful to all the stakeholders in the Company for their continued support to the Company and look forward to the future with confidence.

For & on behalf of the Board of Directors

Kolkata Pradeep Kanti Lala Shib Ram Nag

29th May, 2012 CEO & EXECUTIVE DIRECTOR Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the thirty-Seventh Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:

(Rs.In Lacs)

PARTICULARS 2009-10 2008-09

A) Income from Operations 2303.21 1784.84

B) Profit After Tax 221.65 49.18

Balance Brought forward from previous Year 75.58 47.26

Amount available for appropriation 297.23 96.44

C) Appropriations: -

Proposed Dividend 17.82 17.82

Dividend Distribution Tax 2.96 3.03

Balance Carried to Balance Sheet 276.44 75.58



FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the company has achieved a turnover of Rs. 2303.21 lacs. The Profit After Tax for the year under review has been Rs. 221.65 lacs, as compared to Rs. 49.18 lacs for the previous year.

DIVIDEND

Your directors are pleased to recommend payment of dividend of 5% in respect of the year ended on 31st March, 2010. The dividend, if approved by the members at the Annual General Meeting will be paid to those shareholders registered in the books of the Company and the depositories as on 20th September, 2010.

FUTURE OUTLOOK

Road development is recognised as essential to sustain Indias economic growth.The Government is planning to increase spends on road development substantially with funding already in place based on a cess on fuel. A large component of highways is to be developed through public-private partnerships (PPP). Several high traffic stretches already awarded to private companies on a BOT basis. Two successful BOT models are already in place, the annuity model and the upfront/lump sum payment model. Investment opportunities exist in a range of PROJECTS being tendered by NHAI for implementing the NHDP contracts are for construction or BOT basis depending on the section being tendered.

Highways:-

The following are some of the announcements made by the Government of India for the infrastructure Development in India:-

1. An ambitious National Highway Development Programme (NHDP), involving a total investment of Rs.2, 20,000 crore upto 2012, has been established.

2. The Union Cabinet has approved the four-laning of 12,109 km of high density national highways, through the Build, Operation & Transfer (BOT) mode.

3. With a view to providing balanced and equitable distribution of the improved/widened highways network throughout the country, NHDP-IV envisages upgradation of 20,000 kms of such high- ways into two-lane highways, at an indicative cost of Rs.27,800 crore.

4. Steps have been taken for restructuring and strengthening of National Highways Authority of India (NHAI) which is the implementing agency for the National Highways programme. Institutional mechanisms have been established to address bottlenecks arising from delays in environmental clearance, land acquisition etc.

Railways:-

The rapid rise in international trade and domestic cargo has placed a great strain on the Delhi-Mumbai and Delhi-Kolkata rail track. Government has, therefore, decided to build dedicated freight corridors in the

Western and Eastern high-density routes. The investment is expected to be about Rs. 22,000 crore (US 5 bn). Requisite surveys and project reports are in progress and work is expected to commence within a year.

Your Company will continue to take advantage to the above situations and continue to bank upon its core competence area of road construction alongwith other infrastructure projects.

INTERNAL CONTROL SYSTEMS

Your Company maintains an internal control system in different areas like purchase, billing for the jobs etc. there are Internal Auditors who does a constant monitoring to have proper and sufficient care for maintenance of adequate records required for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities.

DIRECTORS

1. Mr. Madan Gopal Pal, B.E.(Civil Engineer) is having wide experience in Construction works. He was Superintendent Engineer of PWD and was Chief Engineer in PW (Roads) Directorate in Government of West Bengal, appointed as Additional Director on 14th December, 2009 by the Board of Directors of the Company.

By virtue of provisions of section 260 of the Companies Act, 1956 Mr. Madan Gopal Pal will vacate office at the ensuing Annual general Meeting of the Company. The Board has recommended the appointment of Mr. Madan Gopal Pal as Independent Non-Executive Director of the Company, liable to retire by rotation from the date of the ensuing Annual General Meeting of the Company.

2. Mr. Shyamal Kumar Mukherjee, B.E.(Civil Engineer) is having vast experience in road and construction work and also worked as Assistant Engineer of PWD, Government of West Bengal, appointed as Additional Director on 14th December, 2009 by the Board of Directors of the Company.

By virtue of provisions of section 260 of the Companies Act, 1956 Mr. Shyamal Kumar Mukherjee will vacate office at the ensuing Annual General Meeting of the Company. The Board has recommended the appointment of Mr. Shyamal Kumar Mukherjee as Independent Non-Executive Director of the Company, liable to retire by rotation from the date of the ensuing Annual General Meeting of the Company.

3. Mr. Chinmoy Mazumdar and Mr. Dibakar Chatterjee retires by rotation in the forthcoming Annual General Meeting and are being eligible to offer themselves for re-appointment.

4. Mr. Chirantan Mukherjee, Non Executive Director, Mr. Asamanja Mitra, Non Executive Director and Mr. Mahiruha Mukherjee, Whole-time Director resigned from the Board with effect from 1st December 2009. Your Directors record their appreciation for the valuable contributions made by them during their tenure of Directorship in the Company.

The details of Directors seeking appointment/reappointment have been annexed as part of the Annual Report.

Unpaid Dividend

Last seven years balances lying in the Companys Unpaid Dividend Accounts with its bankers are shown

below:

Year Amount as on 31.03.2010

2002-03 Rs. 3,24,132.50

2003-04 Rs. 91,980.00

2004-05 Rs. 3,43,114.80

2005-06 Rs. 3,73,662.00

2006-07 No Dividend Declared

2007-08 Rs. 1,44,282.00

2008-09 Rs.1,58,054.00

As per the Companies Act, 1956 unpaid dividend for 2002-03 will be transferred to Investor Education and Protection Fund of Central Government in October, 2010 after completion of seven years. Individual reminders have been sent to the concerned shareholders to take action for claiming the dividend from the Company before it is transferred to the said fund.

Unpaid/unclaimed dividend amounting to Rs. 2, 08,155/- for the year 2001-02 had been deposited to the Investor Education and Protection Fund of Central Government on 24th October, 2009.

CODE OF CONDUCT

As required by clause 49 of the Listing Agreements with the Stock Exchanges (Corporate Governance), the Board has laid down a Code of Conduct for all Board members and senior management personnel. A declaration by the CEO in regard to affirmation of compliance of the code of conduct by the Board mem- bers and senior management personnel, has been set out in the Corporate Governance Report.

CORPORATE GOVERNANCE

Corporate Governance Report is set out as a separate annexure, which forms part of this report.

AUDITORS

M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for the year 2009-10, being eligible, have offered themselves for re-appointment as Auditors of the Company for the year 2010-11.Your Directors recommend reappointment of G. Basu & Co.

AUDITORS OBSERVATIONS

Regarding observation of Auditors in regard to AS-15 (Revised), the same when read with corresponding reference in notes for accounts will be found self explanatory.

Regarding overdue statutory payments, steps have been initiated to deposite them with appropriate authorities without further delay.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.

The particulars required under section 217 (2A) of the Companies Act, 1956, are not set out in this report, as no employee of the Company is coming under the provisions of the said section.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT 1956.

Although your Companys core activity is in the area of civil construction which is not power intensive, your Company is making every effort to conserve the power. Critical natural resources like Diesel etc. are consumed efficiently to ensure proper energy utilization and conservation.

Your company has not undertaken any research and development activity nor any specific technology is obtained from any external sources during the year under review, which needs to be absorbed or adopted.

There is no foreign exchange earnings or outgo during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

- that appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2010 and of the profit of the Company for the said period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

The Company enjoys cordial and harmonious industrial relations. The work forces have extended their full cooperation in enforcing and maintaining work culture, discipline and productivity within the organization. Opportunities for industrial growth, creativity and dedicated participation in organizational development are being provided.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the valuable support and cooperation of Central and State Governments, Public Works Department of the respective State Governments, Bankers to the company and local authorities. Your Directors also thank the Companys valued and es- teemed customers, suppliers, contractors, sub contractors, business associates and employees of the Company for their extended and continued patronage, cooperation, support and look forward for the same in future.

Kolkata Samar Nag Shib Ram Nag S.K.Saha

18th May, 2010 Director Director Director