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Directors Report of Bhanderi Infracon Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present Annual Report and the Company’s Audited Accounts for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars

2015 - 2016

2014 - 15

Sales & other Income

253.71

55.11

Expenditure

246.92

48.17

Profit/(Loss) before tax

6.79

6.95

Tax

(1.78)

(1.50)

Profit/(Loss) after tax

5.01

5.44

2. OPERATIONS:

The total income for the year under review was Rs. 25,371,351/- as compared to Rs. 55,11,169/- in the previous year. The Company has earned a profit of Rs. 5,01,055 /- as compared to Rs. 5,44,309/- in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2015-16.

4. DEPOSITS:

Details relating to Deposits:

a. Accepted during the year: NIL

b. Remained unpaid or unclaimed as at the end of the year - NIL

c. Default in repayment of deposits or payment of interest thereon during the year - Not Applicable

d. Deposits not in compliance with the provisions of the Companies Act, 2013 - NIL

5. DIRECTORS:

Mrs. Bhumika Patel (DIN No. 06984921) retires by rotation at the forthcoming Annual General Meeting and has offered herself for re - appointment.

Mr. Mukeshbhai Patel (DIN No. 07533419), Mr. Ravindra Bhedab (DIN No.07539546) and Mr. Kalpeshbhai Buha (DIN No. 07544660) were appointed as Additional Directors of the Company w.e.f. 09th July, 2016. Directors have proposed to regularize their appointment at the forthcoming Annual general Meeting.

Mr. Kanubhai Bhanderi (DIN No. 06698850), Mr. Maheshbhai Savaliya (DIN No. 06698871), Mr. Ghanshyambhai Dobariya (DIN No. 06984816) and Mr. Nikunj Chodvadiya (DIN No. 06984886) have resigned from the Directorship of the Company with effect from 30th May, 2016.

COMPOSITION OF THE BOARD:

The present composition of the Board of the Company is as follows:

Sr. No.

Name of Director

Designation

Category

1

Mr. Dhirubhai Mohanbhai Patel

Chairman cum Whole Time Director

Promoter

2

Mr. Sunil Dhirubhai Patel

Managing Director cum CFO

Promoter

3

Mrs. Bhumikaben Patel

Non Executive Director

Promoter

4

Mr. Mukeshbhai Patel (w.e.f. 9th July, 2016)

Independent Director

Non - Promoter

5

Mr. Ravindra Bhedab (w.e.f. 9th July, 2016)

Independent Director

Non - Promoter

6

Mr. Kalpeshbhai Buha (w.e.f. 9th July, 2016)

Independent Director

Non - Promoter

7

Mr. Kanubhai Govindbhai Bhanderi (up to 30th May, 2016)

Independent Director

Non - Promoter

8

Mr. Mahesh Jayantibhai Savaliya (up to 30th May, 2016)

Independent Director

Non - Promoter

9

Mr. Nikunj Chodvadiya (up to 30th May, 2016)

Independent Director

Non - Promoter

10

Mr. Ghanshyam Dobariya (up to 30th May, 2016)

Independent Director

Non - Promoter

MEETINGS OF THE BOARD:

Five Meetings of the Board were held during the financial year. The Board Meeting dates and details of Directors attendance thereat are as given below:

Sr.

Date of Board Meeting

Total No. of Directors as on

No. of Directors present

No.

the date of the Board Meeting

at the Meeting

1

30.05.2015

7

7

2

28.08.2015

7

7

3

09.11.2015

7

7

4

07.12.2015

7

7

5

31.03.2016

7

7

Separate Meeting of the Independent Directors of the Company was held on 31.03.2016. All the Independent Directors of the Company were present at the said Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD AS ON 31st MARCH, 2016:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1) Audit Committee:

Audit Committee has been constituted to evaluate and oversee financial reporting processes, review the financial statements, quarterly, half yearly/annual financial results, adequacy of internal control systems, discussions with the Auditors on any significant findings, etc.

Composition of the Audit Committee:

Name of Member

Designation

Executive, Non - Executive / Independent

Mr. Kanubhai Bhanderi

Chairman

Non - Executive/ Independent

Mr. Sunil Patel

Member

Managing Director/ Promoter/CFO

Mr. Mahesh Jayantilal Savaliya

Member

Non - Executive/Independent

Mr. Dhirubhai Patel (w.e.f. 28th August, 2015)

Member

Whole Time Director/Promoter

Mrs. Bhumikaben Patel (w.e.f. 28th August, 2015)

Member

Non - Executive/Promoter

Meetings of the Audit Committee:

Two Meetings of the Audit Committee were held during the financial year. The Audit Committee Meeting dates and details of Members attendance thereat are as given below:

Sr. No.

Date of Audit Committee Meeting

Total No. of Members as on the date of the Audit Committee Meeting

No. of Members present at the Meeting

1

30.05.2015

3

3

2

09.11.2015

5

5

2) Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Composition of the Nomination & Remuneration Committee

Name of Member

Designation

Executive, Non - Executive / Independent

Mr. Kanubhai Bhanderi

Chairman

Non - Executive/ Independent

Mrs. Bhumikaben Patel

Member

Non - Executive/ Promoter

Mr. Mahesh Jayantilal Savaliya

Member

Non - Executive/Independent

One Meeting of the Committee was held during the year on 24th August, 2015. All the Members of the Committee were present at the Meeting.

3) Stakeholders Relationship Committee (Formerly known as Shareholder’s/ Investor’s Grievance Committee) :

The Stakeholders Relationship Committee has been constituted specifically to look into the redressal of the grievances of the security holders of the Company.

Constitution and terms of reference of the Committee:

Name of Member

Designation

Non-Executive/Independent

Mr. Mahesh Savaliya

Chairman

Non - Executive/Independent

Mr. Dhirubhai Patel

Member

Chairman cum Whole Time Director/ Promoter

Mr. Kanubhai Bhanderi

Member

Non - Executive/ Independent

Meetings of the Stakeholders Relationship Committee:

Two Meetings of the Stakeholders Relationship Committee were held during the financial year. The Stakeholders Relationship Meeting dates and details of Members attendance thereat are as given below:

Sr.

No.

Date of Stakeholders Relationship Committee Meeting

Total No. of Members as on the date of the Stakeholders Relationship Committee Meeting

No. of Members present at the Meeting

1

30.05.2015

3

3

2

09.11.2015

3

3

VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Nomination and Remuneration Committee of the Board is entrusted with the responsibility in respect of the same. The Committee studies the practices prevalent in the industry and advises the Board with respect to evaluation of Board members. On the basis of the recommendations of the Committee, the Board carries an evaluation of its own performance and that of its Committees and individual Directors.

6. STATUTORY AUDITOR’S:

Board proposes ratification of appointment of the Statutory Auditors of the Company, M/s. S A R A & Associates, Chartered Accountants to hold office till the conclusion of the Fourth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment by Members at every Annual General Meeting. The Notes on financial statement referred to in the Auditors’ Report are self- explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

7. SECRETARIAL AUDITORS:

Ms. Avani S. Popat, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2015-16. The Secretarial Audit Report issued by her has been attached herewith as Annexure A.

Qualification made by the Secretarial Auditor in her report and Management reply to the same are as follows:

Qualification by the Secretarial Auditor

Management reply to the same

Company has not appointed Company Secretary

Company is in process of appointing

Company has not appointed Internal Auditors

Company is in process of appointing

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013 is attached herewith as Annexure B.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in the financial statements forming part of this Annual Report.

10. PARTICULARS OF EMPLOYEES

Disclosure in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure C.

11. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility are not applicable to the Company.

12. RELATED PARTY TRANSACTION:

Details of related party transaction in Form AOC - 2 as per the provisions of Section 134 (3) (h) of the Companies Act, 2013 are attached herewith as Annexure D.

13. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 Companies (Accounts) Rules, 2014 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company.

15. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm that:

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

b. 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 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.

e. That the Directors had laid down internal financial control which are adequate and were operating effectively;

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

17. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

18. ACKNOWLEDGEM ENTS:

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.

By order of the Board

Sd/-

Place: Ahmedabad Dhirubhai Patel

Date: 31.08.2016 (Chairman)

(DIN No. 02043847)


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.

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

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.

7. APPOINTMENT OF DIRECTORS:

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.

8. AUDITORS:

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.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

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.

10. PARTICULARS OF EMPLOYEES:

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.

11. ENERGY CONVERSATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

12. CORPORATE GOVERNANCE:

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.

13. MANAGEMENT''S DISCUSSION AND ANALYSIS 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.

14. ACKNOWLEDGMENTS:

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)

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