Directors Report of Atlanta Devcon Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 20THAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)

The Board's Report is to be prepared based on the stand alone financial statements of the company.

(Rs. in lacs)

PARTICULARS 2014-15 2013-14

Income for the year 0 0

Expenditure for the year excluding 0.52 (0.47)

Depreciation and Amortization Exp.

Profit or Loss before Depreciation and (0.52) (0.47)

Amortization Exp-

Less: Depreciation and Amortization Exp. 0 0

Profit or Loss after Depreciation and (0.52) (0.47)

Amortization Exp. But before Tax

Less: Current Tax 0 0

Profit or Loss After Tax (0.52) (0.47)

The Company has not carried any commercial activities during the financial year 2014-15. The company will try to achieve the performance in terms of turnover well as profit in next year by making more initiative in the activities of the company.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr.Hemanshu Mehta, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer them for reappointment.

During the year, Mr. Hemanshu Mehta, Mr. Akash Desai, Mr. Raj B Jhala, Mr. AshwinBagdai, Mr. Pradeep Swain, have been appointed as director of the Company.

Mr. DharmeshSolanki, Mr. PranavSampat&Mr. Akash Desaihave been appointed as an Independent Directors for term of Five years with effect from 30th September, 2014. Further, Mrs. VasantiNagda has been appointed as Women Director with effect from 30th September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement which is hereby enclosed as "Annexure I".

Also, Mr. AshwinBagdai has been appointed Managing Director &Chief Financial Officer with effect from 14th August, 2014.

3. MEETINGS:

During the year four Board Meetings and four Audit Committee Meetings were convened and held.The dates on which the said Board meetings were held:

May 28, 2014, August 14, 2014, November 14, 2014 & February 13, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

4. COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees.

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholder's Relationship Committee

* Share Transfer Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the 'Report on Corporate Governance' of the company which forms part of this Annual Report.

5. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure II".

6. STATUTORY AUDITORS:

M/s. Praful N. Shah & Co, (Firm Registration No. 108057W), Chartered Accountants, have been appointed as statutory auditors of the company at the Annual General Meeting held on September 30, 2014 to hold office from the conclusion of Annual this General Meeting (AGM)for a consecutive period of two (2) financial years, subject to ratification by the shareholders annually. Accordingly, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM. In this regard, the Company hasreceived a certificate from the auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions ofSection 141 of the Companies Act, 2013.Auditors comments on your company's accounts for year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.

7. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practising Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2014-15. The Report of the Secretarial Auditor for the FY 2014-15 is annexed to this report as "Annexure III".

Secretarial Auditors have qualified their report to the Members of the Company & in this connection; theBoard of Directors of the Company has discussed the same at arm's length and agreed to take the corrective steps on following Qualifications:

1. Company has not complied with clause 41(III) for all the quarters of the financial year 2014-15.

2. Company is in part compliance with clause 41 (VI) for financial year 2014- 15.

3. Company is yet to comply with Clause 47(a) of Listing Agreement.

4. Company is not in compliance with Pursuant to Section 203 (1) (ii) of Company's Act, 2013.

5. Company is yet to comply with Clause 41 (1) (h) with regard to peer review audit firm.

6. Company is not in compliance with Clause 54 of listing Agreement.

7. Company has not provided notice pursuant to section 91 of Companies Act, 2013.

8. Company is yet to comply with the section 138 of the Companies Act, 2013 i.e. Internal Auditor needs to be appointed to conduct the internal audit of the functions and activities of the company.

9. MBP-1 provided by the Directors of the Company is not quantifiable.

10. INTERNAL AUDIT & CONTROLS:

Your company had laid down set of standards, processes and structure which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

11. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

12. FIXED DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

13. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your company, as stipulated under Clause 49 of the Listing Agreement is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A certificate from M/s.Praful N. Shah & Co., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

14. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

15. CONSEVATION OF ENERGY & ABSORTION TECHNOLOGY:

(a)Conservation of energy-

(i) the steps taken or impact on conservation of N.A energy

(ii) the steps taken by the company for utilizing N.A alternate sources of energy

(iii) the capital investment on energy conservation N.A equipment's

(b) Technology absorption

(i) the efforts made towards technology absorption N.A

(ii) the benefits derived like product improvement, N.A cost reduction, product development or import substitution

(iii) in case of imported technology (imported during N.A the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported N.A

(b) the year of import; N.A

(c) whether the technology been fully absorbed N.A

(d) if not fully absorbed, areas where absorption N.A has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and N.A Development

16. FOREIGN EXCHANGE EARNINGS / OUTGO:-

As the Company has not carried out any activities relating to the export and import during thefinancial year. There is no foreign exchange expenses and foreign income during the financialyear.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2014-15 there were no contract and arrangement done with the related parties. The policy on material Related Party Transactions and also on dealing with Related Party Transactions is approved by the Audit Committee and the Board of Directors. As there is no contractor arrangements entered into by the Company with related parties therefore, no disclosure referred to sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2.

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g), the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure IV" and forms part of this Report.

19. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 5 Lac Per month and Rs. 60 Lacs Per Annum.

20. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure VII".

21. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. 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. The Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

22. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of listing agreement with the Stock Exchanges, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

24. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

25. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to requirement under 134(3)(c) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March, 2015, the applicable accounting standards read with requirement set out under Schedule III to the Act, 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 March 31, 2015 and of the profit of the company for the year ended on that date;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS, DATE: 14/08/2015 FOR, ATLANTA DEVCON LIMITED

Sd/-

MR. ASHWIN BAGDAI MANAGING DIRECTOR (DIN- 03614681)

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Mar 31, 2014

The Members of,

M/s ATLANTA DEVCON LIMITED

The Directors have pleasure in presenting the twenty-third 19th Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2014.

1. Financial Results:

(Rs. in Million)

Particulars 2013-14 2012-13

Revenue from operations 0 0

Profit (Loss) before Depreciation (0.47) (1.72)

Depreciation 0 0

Profit / (Loss) before Tax (0.47) (1.72)

Provision for Tax - -

Profit / (Loss) after Tax (0.47) (1.72)

The Company has not carried any commercial activities during the financial year 2013-14.

2. Dividend:

On account of having accumulated losses, your directors did not recommend any Dividend.

3. Future Prospects:

During the year under review, Company has concentrated mainly on exports through merchant exporters. Company has good enquiries on hand, which are quite prospective. Company has put more emphasis on quality control comparable to international standard along with quality measures for pollution control. In the times to come, your Directors are quite hopeful of wiping out of loss through achieving better sales target and cost conservative measures even though not compromising on quality standard of the product.

4. Delisting from Madras Stock Exchange Ltd.:

During the year under review, Company is being voluntarily delisted from the Madras Stock Exchange Limited.

5. Directors

As per provisions of Section 152(6) of the Companies Act, 2013, Mr. Kannan Ramasamy, Mr. Rajesh Sutaria and Mr. Saurin Kavi Director liable to retire by rotation, Mr. Hemanshu Mehta , Mr. Dharmesh Solanki and Mr. Akash Desai are being appointed as Independent Directors for consecutive five financial years as per provisions of

Section 149 of the Companies Act, 2013. Mr. Hemanshu Mehta, Akash Desai, Mr. Raj B. Jhala, Mr. Ashwin Bagdai, Mr. Pranav Sampat, Mr. Dharmesh Solanki and Mr. PRADEEP SYAMSUNDAR SWAIN who were appointed as an additional Director of the Company be and is hereby appointed as a director of the company. Mrs. Vasanti Alpesh Nagda is being appointed as a Woman Director as per provisions of Section 149 of the Companies Act, Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re- appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act, 1956).

6. Personnel

Your directors’ wish to place on record their appreciation for th e contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

7. Auditors

M/s Praful N. Shah & Co., Chartered Accountants, Ahmedabad, Statutory Auditor of the Company, (Firm Registration No. 108057W) holds office until the conclusion of the ensuring Annual General Meeting. As per newly inserted Section 139 of the Companies Act, 2013, they are appointed for a term of five consecutive financial years, for which necessary resolution is put to vote in this AGM, as stated in the item no. 3 of the notice, they are eligible for appointment to conduct statutory audit. The company has received certificate from the auditor to the effect that their appointment if made, would be within the prescribed limits under the Companies Act.

Notes to the accounts referred to in Auditor’s report are self explanatory and therefore do not call for any further comments.

8. Deposits

During the year under review, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

9. Energy, Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

11. Auditor''s Qualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm’s length on the recommendation of audit committee and have intimated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year. The Auditor has drawn particular attention on the following matters:

(I) Adhering to significant accounting policy, the Company is accounting for Gratuity & Leave encashment on cash basis. This is not in accordance with AS-1 and AS-15, prescribed by the ICSI.

(II) AS-2 relating to valuation of inventories has not been followed.

(III) Balances of unsecured loans, other liabilities, Creditors, Debtors, Loans & Advances are subject to confirmation by the parties concerned and reconciliation thereof in subsequent years.

12. Report on Corporate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

13. Acknowledgements

Your Directors wish to place on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company’ bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

Place: AHMEDABAD By order of the Board of Directors,

Date: 14/08/2014 For, ATLANTA DEVCON LIMITED

CHAIRMAN MR. ASHWIN BAGDAI (DIN 03614681)

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March 2013.

1. Financial Results: (In Rs.)

Particulars 2012-13 2011-12

Sales 0 3,13,90,2187-

Depreciation 0 0

Other Expenditure 0 0

Profit/Loss before Tax 17,23,602/- 3,17,57,354/

Provision for taxation 0 0

Loss after Tax 17,23,602/- 3,67,136/-_

2. Present Operation:

The Company has not carried any commercial activities during the financial year 2012-13.

3. Dividend

In view of loss, your director did not recommend any dividend for the year.

4. Directors

In accordance with the provision of the Companies Act, 1956 and Company''s Article of Association, Shri Shiraj Kabir, Shri Rajesh Sutaria and Shri Saurin Kavi, Director of the company, retire from the Board by rotation and being eligible offer themselves for re election. Your director recommends the re-appointment.

5. Issue of Securities on Preferential Basis:

During Financial year 2012-13, the Company had issued 24,65,000 Equity Shares of Rs. 10 each and 27,50,000 warrants convertible in to equity of Rs. 10 each at par to other than promoter on preferential basis in accordance with section 81(1A) of the companies Act. 1956 to augment funding requirements of the company.

However, out of 27,50,000 Convertible warrants, 9,37,500 Convertible warrants have been converted in to equal number of equity shares on the same day i.e. 27th July, 2012 on receipt of 100% issue price.

The Company had availed listing approval from Bombay Stock Exchange for the aforesaid 34,02,500 equity shares during the year.

The Object of the said preferential issue was to raise fund for meeting capital expenditure as well as for working capital requirements. _

6. Particular of Employee:

Your directors'' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

7. Auditors;

M/s Praful N. Shah & Co., Chartered Accountants, Ahmadabad, Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

8. Audit Committee:

In term of provision of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement executed with the exchanges, your company has constituted the Audit committee of the Board of Director. Details of the committee are given in the Annual Report as Report on Corporate Governance.

9. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

10. Energy. Technology And Foreign Exchange

The additional information required to be disclosed in terms of notification No.1029 dated 31st December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

11. Directors* Responsibility Statement:

Pursuant to Section 217(2A) of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of financial year ended 31st March, 2013.

iii. Proper and sufficient care has been taken for the maintenance of adequate „ accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

12. Auditor''s Qualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm''s length on the recommendation of audit committee and have initiated to take necessary action so as to show fair view of state of affairs of the company in the coming financial year.

13. Management Discussion Analysis:

A Separate Report on Management Discussion Analysis Report is attached herewith and form part of the Directors Report. 14. Report on Corporate Governance Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

15. Environment Protection:

Your Company is not engaged in any type of manufacturing activities. It is not generating any type of pollution. Hence regulation on pollution control is not applicable to the company.

16. Name change of the company:

During the year, Name of the company has been changed to ATLANTA DEVCON LTD to accommodate diversified business activities in various fields.

17. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company/ bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

BY ORDER OF THE BOARD OF DIRECTORS

OF ATLANTA DEVCON LIMITED (Formerly known as dharnidhar global & infraprojects ltd.)

Date: 13/05/2013

Place: Ahmedabad CHAIRMAN

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Mar 31, 2012

To, The Members of DHARNIDHAR GLOBAL & INFRAPROJECTS LTD AHMEDABAD

The Directors have pleasure in presenting herewith their 17th Annual Report and together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Amount inRs Lacs)

PARTICULARS For the Year ended For the Year ended on 31.03.2012 on 31.03.2011

Total Income 313.90 212.93

Expenditure 317.57 214.84

Profit / Loss before taxation and depreciation (3.67) (1.91)

Depreciation 0.00 16.27

Profit Before Tax (11.76) (18.19)

Provision for taxation 0.00 0.00

Fringe Benefit Tax 0.00 0.00

Profit after tax (11.76) (18.19)

Balance carried to Balance Sheet (11.76) (18.19)

DIVIDEND:

In view of losses your Directors propose not to recommend any dividends for the current year.

PRESENT OPERATIONS:

The Company operations were satisfactory during the year under review. The income of the company ended to Rs 3,13,90,218/- in comparison to the previous year of Rs 2,12,92,682/-. The Company has incurred loss of Rs 11,76,304/- as compared to the previous year loss of Rs 18,19,160/-.

FUTURE PROSPECTS

The Share holders are well aware that the Company has started concentrating on infrastructure projects, civil construction and also in trading of many ancillary profitable commodities.

Your directors are confident that such a restructuring process has given a good platform to improve the scalability of business and to have more visibility.

Your Board of Directors, after carefully considering the value of land, opportunities available and the business prospects, proposes to launch various major infrastructure projects in various parts of India including Mumbai and Ahmadabad and the company also proposes to setup corporate offices, in the above cities.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Company is a listed company and is complying with the conditions specified in Clause 49 of the Listing Agreement. A separate section on Code of Corporate Governance is annexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis Report is attached herewith and form part of the Directors Report.

ENVIRONMENT PROTECTION

Your company is not engaged in any type of manufacturing activities. It is not generating any type of pollution. Hence the regulations on Pollution Control are not applicable to the company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public in terms of section 58A & 58AA of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

TECHNOLOGY ABSORPTION

The Company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company during the financial year under review, and hence the information is not given. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 (the Act) and the Company Articles of Association, Mr. Dinubhai Shah and Mr. Hemanshu Mehta, Directors of the Company, retire from the Board by rotation and being eligible offer themselves for re election. Your directors recommend the re appointment.

The Board of Directors had appointed Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh Narendrakumar Solanki, Mr. Akash Harishbhai Desai as Additional Directors of the Company with effect from 4th October, 2011 and Mr. Pradeep Syam Sunder Swain as Additional Director of the Company with effect from 10th November, 2011 to hold the office upto the date of ensuing Annual General Meeting.

Notices under Section 257 of the Companies Act, 1956 have been received from the Members of the Company proposing the appointment of Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh Narendrakumar Solanki, Mr. Akash Harishbhai Desai and Mr. Pradeep Syam Sunder Swain as Directors of the Company at the ensuing 17th Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies Act, 1956 the Directors confirm:-

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) that they 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 and for preventing and detecting fraud and other irregularities;

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

AUDIT COMMITTEE

In terms of provisions of section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement executed with the Exchanges, your Company has constituted the Audit Committee of the Board of Directors. Details of the Committee are given in the Annual Report as Report on Corporate Governance.

LISTING

The shares of the Company are listed at Bombay Stock Exchange Ltd and Madras Stock Exchange Ltd. The Company has paid Listing fees to the Stock Exchange for the year 2012-13.

AUDITORS

You are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

M/s. Praful N. Shah & Co., Chartered Accountants, Auditors of the Company hold office up to the date of Annual General Meeting. M/s. Praful N. Shah & Co., have also confirmed to the company that the appointment if made at the ensuing Annual General Meeting, will be in accordance with the provisions of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

INTERNAL AUDIT

Mr. Akash Desai, Independent Director is a Chairman of Audit Committee. The company has established internal audit system within the organization which is directly reporting to him. An Internal Audit Report is regularly placed before the Audit Committee for their approval, comments and expert guidance.

AUDITORS OBSERVATIONS

There are no observations made by auditors in their report. Notes to the Accounts are itself self explanatory in nature. APPRECIATION

Your Directors wish to thank the Company valued customers and various department of Central & Stat e Government, Local Authorities, Banks, devoted staff and other business associates for continued support to the Company growth and looking to their continued support in the future.

The Directors also express their gratitude to the members for the confidence reposed in the management.

For And On Behalf Of The Board Of Directors

of Dharnidhar Global & Infra projects Ltd.

Date : 07.05.2012 Aswinkumar Bagdai Saurin Kavi

Place :Ahmadabad Executive Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report of your Company along with the Audited Statement of Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The financial results of the Company are briefly indicated below:

Year ended Year ended 31/03/2010 31/03/2009 Rs. Rs.

INCOME

Sales Less Return 51,783,270.00 46,238,150.00

Other Income 4,891,125.00 EXPENDITURE 44,643,053.00 60,353,522.00

Net Profit/(Loss) before Tax 7,140,217.00 2,374,509.00

Less: Provision for Taxation 2,060,000.00 700,000.00

Less: Provision for Fringe Tax Nil 83,000.00

Profit After Tax 5,080,217.00 1,591,509.00

Add: Excess Provision relating to Income Nil 1,250,000.00 tax forearlier years written back

Add: Transfer to/(from) Deferred Tax Asset Nil 371,225.00

Add: Balance brought forward 9,744,661.00 6,531,927.00

Balance carried to Balance Sheet 14,824878.00 9,744,661.00

REVIEW OF OPERATIONS

Though your Company had successfully carrying out various trading activities. The profitability of the company has been increased considerably as mentioned above.

The Share holders are well aware that your company has started to concentrate on infrastructure projects and civil construction etc , and also in trading of many ancillary profitable commodities.

Andheri M.I.D.C. Project

Your directors are confident that such a restructuring process had given a good platform to improve the scalability of business and to have more visibility.

Your Board of Directors, after carefully considering the value of land, opportunities available and the business prospects, proposes to launch various major infrastructure projects in various parts of India including Mumbai and Ahmedabad and the company also proposes to setup corporate offices, in the above cities.

DIVIDEND

To conserve the funds for future development and expansion the board directories do not recommend any dividend to be paid on equity shares for the year 2009-2010.

DEPOSITS

Your company has not accepted any Deposits from public during the year under review.

DIRECTORS

Mr. V.Meenakshi Sundaram, retires by rotation at the ensuing Fourteenth Annual General Meeting and is eligible for reappointment. As the company has not received till date, any letter from Mr.V.Meenakshi Sundaram, signifying his intention for the proposed re-appointment, the casual vacancy, if any, caused by the non - reappointment of Mr.V.Meenakshi Sundaram need not be filled in at present.

The company, has received notices from two Promoter members, pursuant to the provisions of section 257 of the companies Act, 1956, signifying their intention to propose the names of Mr.G.Balasubramani, belonging to Promoters group and R.Kannan for the post of directors, along with the deposit of Rs.500/- each Accordingly, the resolutions under item no 4 & 5 of the Notice is being placed before the shareholders for the approval.

Mr.D.Srinivasan and Mr.K.Shiraj have tendered their resignation from the office of directors and the board placed on record their sincere appreciation for the services rendered by them during their tenure.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

i) that in the preparation of final accounts, the applicable accounting standards had been followed for the year 2009 - 10 along with proper explanation relating to material departures,

ii) that they 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 that period;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that they had prepared the annual accounts for the year 2009 - 10 on a going concern basis.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1)(E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intend to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year:- Nil Foreign Exchange outgo during the year :- Nil

EMPLOYEES

During the year no employee of the company received remuneration in excess of the limits fixed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITOR

Mr. N. S. Shah & Associates, Chartered Accountant, Ahmedabad, Auditor of the Company retires at the ensuing Thirteenth Annual General Meeting and had confirmed his eligibility for re-appointment

ACKNOWLEDGEMENT

Your Directors place on record the valuable assistance extended by all the employees of the Company and various department and agencies of Central and State Governments during the year under review with out which all round growth and prosperity of the Company could not have been possible.

For and behalf of the Board

SAURIN KAVI RAJUBHAI SUTARIA Director Director

Place : Ahmedabad Date : 03-09-2010