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Directors Report of Bhanderi Infracon Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present Annual Report and the Company''s Audited Accounts for the financial year ended March 31,2014.

1. Financial Results:

Particulars 2013 - 2014 2012 - 2013

Sales & other Income 155.39 7.47

Expenditure 118.02 53.65

Profit/(Loss) before tax 37.37 17.83

Tax (4.94) (4.17)

Profit/(Loss) after tax 32.42 13.66

2. Initial Public offer

The Company has recently successfully completed an Initial Public Offering wherein 5,49,600 Equity Shares of Rs. 10/- each have been issued at a premium of Rs. 110/- per share. The shares of the Company are now listed on the SME Platform of the BSE Limited.

3. Dematerialization of Shares

During the period under review, the Company has entered into Tripartite Agreement with both the depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facility to its Shareholders. For the purpose, the Company has appointed M/s Purva Sharegistry (India) Private Limited as its registrar and Share Transfer Agent.

4. Preferential issue

During the year under issue, the Company has also issued 3,89,100 Equity Shares of Rs. 10/- each at a premium of Rs. 115/- per Equity Share on Preferential Basis to Mr. Sunil Patel. The said shares have been issued on partial conversion of unsecured loan extended by him to the Company.

5. Dividend:

During the Financial year ended 2013 - 14, the Company had not declared any dividend.


During the year under review, the company has changed its registered office from Bileshwar Indl. Estate, Opp. Gumm, Nr. AMC Octrol, Odhav, Ahmedabad to B/12, Jabuka Complex, Nr. Bajrang Ashram, Below Vikas School, NH - 8, Thakkar Bapanagar, Ahmedabad - 382350.


During the year under review:

1. Mr. Rohit Thumar was appointed as an Independent Director of the Company on 24th May, 2013 and Mr. Mahesh Savaliya and Mr. Kanubhai Bhanderi were appointed as independent Director with effect from 24th September, 2013;

2. Mr. Sunilbhai Patel and Mr. Dhirubhai Patel were appointed as Managing Director and Whole Time Director respectively with effect from 23rd December, 2013;

3.Kishore M. Patel resigned as Director with effect from 24th May, 2013

At the forthcoming Annual General Meeting, the following changes are proposed to be made in the Directors of the Company:

4.Fixation of tenure of appointment of the Independent Directors of the Company, Mr. Mahesh Savaliya and Mr. Kanubhai Bhanderi upto 31st March, 2019;

5.Appointment of Mr. Rohit Thumar, who is presently an Independent Director of the Company as the Whole Time Director of the Company with effect from 1st October,2014

6.Appointment of Mr. Ghanshyam L. Dobaria and Mr. Nikunj Chodvadiya as Independent Directors of the Company for a tenure commencing from the conclusion of the forthcoming Annual General Meeting upto the conclusion of the 15th Annual General Meeting.

7.Change in terms of appointment of Mr. Sunil Patel, Managing Director and Mr. Dhirubhai Patel,Whole Time Director.

8. Appointment of Mrs. Bhumikaben Patel as a Non Executive Director of the Company.

9. Mr. Mustafa Shabbir Badami was appointed as the Company Secretary of the Company w.e.f. 2nd April, 2014 and he has resigned w.e.f. 31st August, 2014.


The present statutory Auditors of the Company M/s. S A R A & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required from M/s. S A R A & Associates, Chartered Accountants, confirming their eligibility and willingness to act as a Statutory Auditors, if re -appointed. The Members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the 15th Annual General Meeting.


In compliance to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure.

b. That the Directors had 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.

c. 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.

d. That the directors had prepared the annual accounts on a going concern basis.


During the year under review, there were no employees attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.


The information required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company.


Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by the SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholding information and certificate from Practicing Company Secretary on its compliance, forms a part of this Annual Report.


Management Discussions and analysis report for the year under review, as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in the separated section forming part of the Annual Report.


The Board of Directors expresses their deep gratitude for the co - operation and support extended to your company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co - operation.

Sd/- Sd/-

Place: Ahmedabad Sunil Patel Dhirubhai Patel Date: 01.09.2014 (Managing Director) (Whole time Director) (DIN No. 00307827) (DIN No. 02043847)