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Directors Report of Adhbhut Infrastructure Ltd.

Jun 30, 2015

The Directors are pleased to present the 30th Annual Report on the business and operations of your Company along with the financial statements for the financial year ended 30th June, 2015.

FINANCIAL HIGHLIGHTS

(Rupees in Lacs)

PARTICULARS Year ended Year ended 30th June, 2015 30th June, 2014

Income from Operations 115.23 102.75

Less : Expenses 10.46 62.78

Profit/(Loss) before tax 104.77 39.97

Less : Provision for Taxation 22.04 12.40

Profit/(Loss) after Taxation 82.73 27.57

Add: Profit/(Loss) brought forward 251.00 248.42

Balance Available for appropriation 333.73 276.00

APPROPRIATION

Transferred to General Reserve 25.00 25.00

Surplus carried to Balance Sheet 308.73 251.00

PERFORMANCE

During the year under review, the Company earned revenue from operations amounting to Rs. 115.23 lacs as compared to Rs. 102.75 lacs in the previous year. Profit after Tax for the financial year 2014-15 stood at Rs. 82.73 Lacs against profit after Tax of Rs. 27.57 Lacs in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year 2014-15.

CHANGES IN CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

STATE OF COMPANY'S AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report.

CORPORATE GOVERNANCE

As stipulated under Clause 49 of the Listing Agreement executed with BSE Limited the report on Management Discussion and Analysis, the Report on Corporate Governance and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section and forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 30th June, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2015 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 30.06.2015 the Company did not have any Subsidiaries, Joint Ventures or Associates.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, to meet the requirement of Section 149 of the Companies Act, 2013 and the Listing Agreement, the Board of Directors co-opted Ms. Ankita Wadhawan (DIN: 06971383) on the Board as a woman Director effective from March 31, 2015. Ms. Wadhawan is proposed to be appointed as an Independent Director in the ensuing Annual General Meeting.

Pursuant to Section 203 of the Companies Act, 2013 the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Amarjeet Singh Rawat as Chief Financial Officer of the Company effective from August 28, 2014.

Ms. Rashmi Sharma resigned from the post of Company Secretary and Mr. Ajai Kumar Gupta was inducted as Company Secretary and Compliance Officer of the Company effective from May 4, 2015. Subsequent to the year under review, Ms. Prerna Wadhwa has been appointed as a Company Secretary of the Company in place of Mr. Ajai Kumar Gupta effective from 22nd September, 2015.

Mr. Amman Kumar, (DIN: 03456445) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

A brief resume of the Directors proposed to be appointed/ re-appointed, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the notice convening Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with 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 and Clause 49 of the Listing Agreement.

BOARD MEETINGS

The Board met 9 times during the year under review, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, chairman of the Board and of Non Executive Directors. The co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties was also reviewed during the meeting.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s B. Lugani & Associates, Chartered Accountants, Statutory Auditors of the Company (Firm Regd. No.- 002560N) who retire at the ensuing General Meeting, have confirmed their eligibility and willingness to accept office, if reappointed. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their appointment, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Auditor's Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Khurana & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for the Financial Year ended June 30, 2015 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

There were no related party transactions during the financial year, accordingly, the disclosures pursuant to section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as Annexure II to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure III to this Report.

COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the membership and attendance of the meetings of the above Committees of the Board are provided in the Corporate Governance section of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. An extract of the policy covering these requirements is provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Sanjay Chhabra, Independent Director as Chairman and Mr. Amman Kumar, Non-executive and Non-independent director and Mr. Saurabh Khanijo, Non-executive and independent director as Members. The Board of Directors have accepted all the recommendation of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Managing Director. The Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received by the committee.

PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – IV to this Report.

The details of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from public, shareholders or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.

-SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company's operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 30th June, 2015, 9648100 Equity Shares representing 87.71% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 578L01014.

Effective from June 19, 2015, the equity shares of the Company have been listed under Direct Listing Route and admitted for dealings on BSE Limited. Previously, the Company was listed on Delhi Stock Exchange Limited. However, Delhi Stock Exchange Limited vide their letter no. DSE LIST/4863/1469 dated 18.05.2015 has informed that the Company is not required to comply with the Listing Agreement made with Delhi Stock Exchange Limited any further and is also not required to pay the listing fee from 1st April, 2015 onwards.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit on a quarterly basis for the quarter ended September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015 was carried out by a Company Secretary in practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the Delhi Stock Exchange Limited till March 31, 2015 and report for the quarter ended June 30, 2015 was submitted to the BSE Limited.

CORPORATE SOCIAL RESPONSIBILITY

As on the close of financial year on 30.06.2015, the Company did not fall in the ambit of section 135 of the Companies Act, 2013 and accordingly has not constituted a Corporate Social Responsibility committee of the Company.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly respond to shareholders' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors' grievances.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.

By Order of the Board

For Adhbhut Infrastructure Limited

Sd/-

Place : New Delhi (Amman Kumar)

Date:4th December, 2015 Chairman

DIN: 03456445


Jun 30, 2014

Dear MEMBERS,

The Directors take pleasure in presenting the Twenty Ninth Annual Report and the Audited Annual Accounts of the Company for the financial year ended 30th June, 2014.

FINANCIAL RESULTS (Amount in Rs.)

PARTICULARS Year ended Year ended 30th June, 2014 30th June, 2013

Income from Operation 1,02,75,495 1,45,03,279

Expenses 62,77,903 77,47,651

Profit before Taxation 39,97,592 67,55,628

Provision for Taxation 12,40,254 14,77,137

Profit after Tax 27,57,339 52,78,491

Add: Profit / (Loss) 2,48,42,902 2,22,39,904 brought forward

Balance Available for 2,76,00,241 2,75,18,395 appropriation

APPROPRIATIONS

Proposed Dividend on Preference - 1,50,000 Shares

Tax on Dividend of Preference - 25,493 Shares

Transferred to General Reserve 25,00,000 25,00,000

Surplus carried to Balance Sheet 2,51,00,241 2,48,42,902

PPERFORMANCE

During the period under review, the Company has generated an income of Rs. 1,02,75,495/- as against Rs. 1,45,03,279/- in the previous year ended 30th June, 2013 and profit after tax is Rs. 27,57,339/- in current Year as against Rs. 52,78,491/- in the previous year.

DIVIDEND

During the year under review, the Board of Directors have not recommended any dividend on its shares. CHANGES IN CAPITAL STRUCTURE

During the year under review, there is no change in the Capital Structure of The Company.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

PUBLIC DEPOSITS

Since, the Company has not accepted any public deposit. Hence, No information is required to be furnished in this regard.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, , Statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and have expressed their willingness for appointment as Statutory Auditors in accordance with the Companies Act, 2013 and confirmed that their appointment, if made, will be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of Section 141 of the said Act.

AUDITOR''S REPORT

The Auditor''s Report is attached hereto and is self-explanatory requiring no elucidation.

CHANGES IN MANAGEMENT

During the year under review, Mr. Arvind Dham, Mr. Anubhav Dham and Ms. Anita Dham acquired 58.51% shares from the outgoing promoter of the Company and further acquired 16.31% shares from the general public through open offer pursuant to SEBI (SAST) Regulations, 2011 which resulted in acquisition of 74.82% Equity Stake in the Company.

Consequent to the above acquisition, Mr. Arvind Dham, Mr. Anubhav Dham and Ms. Anita Dham became the new promoters of the Company. Subsequently, the management of the company was also changed. Mr. K.T. James, Mr. Deshpal Singh Malik and Mr. Sanjiv Bhasin ceased to be Directors of the Company and Mr. Anubhav Dham, Mr. Sanjay Chabbra, Mr. Saurabh Khanijo and Mr. Amman Kumar were appointed as Directors of the Company.

CHANGE IN DIRECTORS

Pursuant to the provisions of section 260 of the Companies Act, 1956 and Section 161(1) of the Companies Act, 2013, Mr. Anubhav Dham, Mr. Sanjay Chabbra, Mr. Saurabh Khanijo, Mr. Amman Kumar and Mr. Vinod Kumar Uppal, Additional Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. Notices signifying the intention to appoint them as directors have been received from members of the Company and accordingly respective resolutions to that effect have been provided.

Further Pursuant to the Companies Act, 2013 Mr. Saurabh Khanijo and Mr. Sanjay Chhabra are proposed to be appointed as independent directors of the Company. The Company has received declarations from all the Independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock Exchange.

During the year under review, Ms. Bindiya Jassal resigned from the post of Company Secretary and in her place Ms. Rashmi Sharma was designated as Company Secretary & Compliance Officer of the Company w.e.f. 29th March, 2014

Further the approval of shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the re-appointment of Mr. Anubhav Dham (02656812) as Wholetime Director of the Company on remuneration for a period of 5 years w.e.f. 24.04.2014

Brief resume of the Directors proposed to be appointed as stipulated under Clause 49 of the Listing Agreement is provided in the notice forming part of the Annual Report. Further, the companies in which they hold memberships/ chairmanships of Board Committees, is provided in the Corporate Governance Section of this Annual Report.

DEMATERIALISATION OF SHARES

As on 30th June, 2014, 96,48,100 Equity Shares representing 87.71% of your Company''s Equity Share Capital are in dematerialized form.

LISTING AT STOCK EXCHANGE

The Shares of Company are listed on Delhi Stock Exchange Association Limited. The Company has paid the annual listing fee to the Stock exchange for the year 2014-2015. During the Year under review, the company has applied for direct listing of its equity shares at Bombay Stock Exchange Limited, which is still in process.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on quarterly basis were forwarded to the Delhi Stock Exchange Limited Limited where the Equity Shares of the Company are listed

STATUTORY INFORMATION

* Particulars of Employees under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975- NIL

* R & D activities and Foreign Exchange Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) - NIL

* Statutory details of Energy Conservation as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) and rules prescribed thereunder are not applicable to the Company.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance, Management Discussion and Analysis and the certificate from the CEO, CFO and Company''s Statutory Auditors as required under Clause 49 of the Listing Agreement with stock exchange, is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended 30th June, 2014, the applicable Accounting Standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on Going Concern Basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. HRD INITIATIVE

In the field of Human Resource Development, your Company stresses on the need to continuously upgrade the competencies of its employees. The participation of the employees and their constructive suggestions are encouraged in all major activities pertaining to the overall improvement in the functioning of the Company.

INVESTOR RELATIONS

Your Company always endeavors to promptly address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers. The Board also place on record its gratitude and appreciation for the committed services of the executives and employees of the Company.

By Order of the Board For Adhbhut Infrastructure Limited

Sd/- Place : New Delhi (Amman Kumar) Date : 04.12.2014 Chairman


Jun 30, 2013

Dear MEMBERS,

The Directors take pleasure in presenting the Twenty Eighth Annual Report and the Audited Annual Accounts of the Company for the financial year ended 30th June, 2013.

FINANCIAL RESULTS (Amount in Rs.)

PARTICULARS Year ended 30th Period ended 30th June, 2013 June, 2012 (15 months)

Income from Operation 1,45,03,279 2,34,73,988

Expenses 77,47,651 99,51,445

Profit before Taxation 67,55,628 1,35,22,543

Provision for Taxation 14,77,137 49,94,512

Profit after Tax 52,78,491 85,28,031

Add: Profit / (Loss) brought forward 2,22,39,904 1,62,11,873

Balance Available for appropriation 2,75,18,395 2,47,39,904

APPROPRIATIONS Dividend on Preference Shares 1,50,000

Tax on Dividend of Preference Shares 25,493

Transferred to General Reserve 25,00,000 25,00,000

Surplus carried to Balance Sheet 7,40,42,902 16,89,39,904

PERFORMANCE

During the period under review, the Company has generated an income of Rs. 1,45,03,279/- as against Rs. 2,34,73,988/- in the previous period along with profit after tax of Rs. 52,78,491/- as against Rs. 85,28,031/- in the previous period.

DIVIDEND

During the period under review, the Board of Directors recommends dividend @ 1% on Fully Paid- up Redeemable Non Cumulative Preference Shares. However, in view of the ongoing expansion projects of the Company, no dividend is recommended on Equity Shares of the Company. The total outgo on account of dividend on Preference Shares will be Rs. 1,75,493/- (including dividend tax of Rs. 25,493/-).

DIRECTORS

During the period under review, Mr. Deshpal Singh Malik retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as Statutory Auditors of the Company, if appointed.

AUDITOR''S REPORT

The Auditor''s Report attached hereto is self explanatory and therefore, does not call for any further comments.

DEPOSITS

During the period under review, the Company has not accepted any deposits under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore, no information is required to be furnished in this respect.

LISTING AT STOCK EXCHANGE

The Shares of Company are listed on Delhi Stock Exchange Limited. The Company has paid the annual listing fee to the Stock exchange for the year 2013-2014.

STATUTORY INFORMATION

* Particulars of Employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are Nil.

* Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(l)(e) of the Companies Act, 1956 and rules prescribed thereunder i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are Nil.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of Directors'' Report and the certificate from the Director and Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is included in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement with Stock Exchange is presented in a separate section and forms part of this Annual Report.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed

* that in the preparation of the annual accounts, the applicable accounting standards had been followed;

* that 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 or loss of the Company for the period under review;

* that 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; and

* that the Directors had prepared the annual accounts on a going concern basis.

INVESTOR RELATIONS

Your Company always endeavors to promptly address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders''/Investors'' Grievance Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

EMPLOYEE WELFARE

Your Company continued to implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the shareholders, banks and other Government Agencies. Your Directors also wish to acknowledge the contribution made by the employees at all levels.

By Order of the Board For Adhbhut Infrastructure Limited

Place: New Delhi Sd/- Dated : 05.12.2013 (K. T. James) Chairman


Mar 31, 2011

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS (Amount in Rs) PARTICULARS Year ended Year ended 31st 31st March, 2011 March, 2010

Sales / Income from Operations 19,928,207 3,918,375

Expenditures 1,467,246 408,767

Profit before Taxation 18,460,961 3,509,608

Provision for Taxation 2,200,000 810,000

Profit after Tax 16,260,961 2,699,608

Add: Profit / (Loss) brought 2,450,912 2,251,304 forward

Surplus carried to Balance 18,711,873 4,950,912 Sheet

PERFORMANCE

During the year under review, the company generated an income of Rs. 19,928,207/- as against Rs. 3,918,375/- in the previous year along with profit after tax of Rs. 16,260,961/- as against Rs. 2,699,608/- in the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2011. DIRECTORS

Mr. Deshpal Singh Malik retires at the ensuing Annual General meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s B. Lugani & Associates, Chartered Accountants, vacate their office at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept their appointment as statutory auditors of the Company, if appointed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits under section 58 - A of the Companies Act, 1956.

LISTING AT STOCK EXCHANGE

The shares of company are listed on The Delhi Stock Exchange Association Limited. The company has paid the annual listing fee to the Stock exchange for the year 2011 - 2012.

STATUTORY INFORMATION

* Particular of Employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are Nil.

* Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure-1)

* Certificate received from the Managing Director & the Auditors of the Company regarding Compliance of conditions of Corporate Governance, as required under clause 49 of the Listing Agreement, is Annexed and forms part of this report. (Please refer Annexure - II).

* As required under clause 49 of the listing Agreement, Management Discussion and Analysis Report is Annexed and forms part of this report (Please refer Annexure - III).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed

* That in the preparation of the annual accounts, the applicable accounting standards had been followed;

* That 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 or loss of the Company for the period under review;

* That 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; and

* That the Directors had prepared the annual accounts on a going concern basis.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders'' and investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the banks and other Government Agencies.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders.

By Order of the Board for Adhbhut Infrastructure Limited

Place : New Delhi Sd/- (K. T. James) Date: 25-08-2011 Chairman

 
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