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Directors Report of Dhenu Buildcon Infra Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 107t!l Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

Particular For the financial For the financial year ended year ended 31th March, 2015 31th March, 2014

Profit before interest depreciation, 43266 (1738051)

tax and Extra Ordinary Items

Depreciation/ amortization 812 1639

Profit before interest, tax and 42454 (1739690) Extra Ordinary Items

Less: Provision for taxes on 0 0 income

- Current tax 12028 NIl

MAT Credit Entitlement (12028) NIL

- Deferred tax liability / 11 (216)

(asset)

Profit before Extra Ordinary Items 28623 (1811663)

Extra Ordinary Items (Net of Tax) Nil Nil

Profit / Loss for the year 28623 (1811663)

b. OPERATIONS:

The operations of the Company for the year under review have resulted in the gross profit of Rs. 43266/- as against Rs. (1738051/-) in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs.28623/- as against Rs. (1811663/-) in the previous year.

2. BOARD OF DIRECTORS:

Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 04th September, 2014, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 04th September, 2015.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.The profile of Directors seeking appointment/ re- appointment forms part of the Corporate Governance Report.

3. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2015 was Rs. 18300000/- divided into 18300000 Equity shares, having face value of Rs. 1/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity,

4. DIVIDEND:

For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2015.

5- TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.

6. DECLARATION BY AN INDEPENDENT DIRECTORS:

AH the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section ' 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. BUSINESS OVERVIEW:

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

8. SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

9. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

10. FIXED DEPOSITS:

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

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future

12. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

13. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Your Company has not entered into any transaction with the Related Parties during the year under review.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND

SECURITIES:

Your Company has not provided and Loan, Guarantee, Investment or security in favour of third party during the year under review.

15. GUIDELINES ON INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The Board is responsible for implementation of the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report.

16. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees), are covered under this policy.

During the year 2014-2015, no complaints were received fay the Company related to sexual harassment

17. KEY MANAGERIAL PERSONNEL

The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.,but company is in process to appoint the same.

18. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained. Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013

a) that in the preparation of the Annual Accounts, the applicable accounting standards had fen followed along with proper explanation relating to material departures, if any;

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 and loss of the company for that period;

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

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

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

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

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During FY 2014-15 Six Board Meetings were held by the Company on 30th May 2014, 14th August 2014, 04th September 2014, 14th November 2014, 14th February 2015, 30th March 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetings held during the FY 2014- 15 forms part of the Corporate Governance Report.)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made there under, in respect of Corporate Social Responsibility policy were not applicable the Company for the Financial Year 2014-15

ZL DISCLOSURES RELATED COMMITTEES AND POLICIES:

a. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Shivanand Rama Hemmady - Chairman

2. Mr. Manoj Binod Himatsinghka - Member,

3. Mr. Rajkumar Bulakidass Mall - Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification : Graduate

Positive Attributes : Analyzing, Visionary, Determined Experience : 5 years (2years in case of professional)

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Shivanand Rama Hemmady - Chairman

2. Mr. Manoj Binod Himatsingka - Member

3. Mr. Rajkumar Bulakidass Mall - Member

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Shivanand Rama Hemmady , Mr. Manoj Binod Himatsinghka and Mr. Rajkumar Bulakidass Mall. Mr. Rajkumar Bulakidass Mall has been appointed the Chairman of the Stakeholders' Relationship Committee.

d. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

f. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration,, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Whole-time Director was carried out by the Independent Directors at their meeting. The Board of Directors expressed their satisfaction with the evaluation process.

g. INTERNAL CONTROL SYSTEMS;

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

h. DISCLOSURE UNDER SECTION 197(121 OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES f APPOINTMENT & REMUNERATION) RULES, 2014:

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act.

i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whoje time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

22. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 3isRs, MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31Rs, MARCH 20l5:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, the Company has appointed Mrs. Pooja Jain, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure - A' and forms an integral part to this Report.

Company is a NBFC Company but the Company has not complied any provisions of Reserve Bank of India (RBI) during the financial year ended on 31st March, 2015. but the Company is in the process of complying with the same.

The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,but company is in the process of appointing the same.

The Annual General Meeting for the financial year ended on 31st March 2014 was held on 30th September, 2014 after giving notice to the members of the Company and the resolutions, passed thereat were recorded in the Minutes Book maintained for the purpose, however, the Company has not filed MGT-15 with the Registrar of Company, but the company is in the process of filing the same.

RATIFICATION OF APPOINTMENT OF AUDITORS:

M/s Lahoti Navneet & Co. Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and have expressed their unwillingness to be reappointed. A special notice has been received under section 140 (4) (i) of the Companies Act, 2013 from a member proposing appointment of M/s Dhaval Gala & Associates, Chartered Accountants, as the statutory auditors of the company. Your company has received letter from M/s Dhaval Gala & Associates, Chartered Accountants, expressing their willingness to be appointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in Annual General Meeting

23. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure - B which forms part of this Report.

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

The information on conservation of energy, technology absorption pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company as the Company is not engaged in manufacturing activities.

During the year under review, the Company has neither earned nor used any foreign exchange.

24. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Registered Office: By the order of the Board of Directors

Office No. 4,

Building No. 4, For Dhenu Buildcon Infra Limited

Vahatuk Nagar, Amboli,

Andheri (West),

Mumbai - 400 058.

Mr. Rajkumar Mall Mr. Shivanand Hemmady

(DIN: 01999513) (DIN: 00838098)

Date: 31.08.2015 DIRECTOR DIRECTOR


Mar 31, 2014

Dear Members

The Directors take pleasure in presenting the 106th Annual Report on the business and operations of your Company alongwith the standalone and consolidated summary financial statements for the year ended 31st March, 2014.

Particulars 31.03.2014 31.03.2013

Profit before interest, (1738051) 530967 depreciation, tax and Extra Ordinary Items

Depreciation/amortization 1639 844

Profit before interest, (1739690) 530123 tax and Extra Ordinary Items

Finance Costs 72189 Nil

Profit before tax and (1811879) 530123 Extra Ordinary Items

Less: Provision for taxes on income

--Current tax Nil 72350

MAT Credit Entitlement Nil (72350)

--Deferred tax liability / (asset) (216) (108)

Profit before Extra Ordinary Items (1811663) 530231

Extra Ordinary Items (Net of Tax) Nil Nil

Profit / Loss for the year (1811663) 530231

OPERATIONS & GENERAL REVIEW

Company has incurred a loss of Rs. 1811663/- in this fiscal year as compared to a profit after tax of Rs.530231/- earned during the previous financial year.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS

Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Section 149 and other applicable provisions of Companies Act, 2013 your Directors are seeking appointment Mr. Shivanand Rama Hemmady, Mr. Manoj Binod Himatsinghka and Ms. Madhumati Amar Gawade as Independent Director for the terms given in the Notice of 111th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of the 111th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

That in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 of that year.

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 and for preventing and detecting fraud and other irregularities.

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

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business in given in the Management Discussion and Analysis, which forms part of this report

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed. Auditors'' certificate on compliance of conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed.

PARTICULARS OF EMPLOYEES

None of the Company''s employees has drawn salary more than Rs. 60 Lacs per Annum, if employed throughout the year and more than Rs Five Lacs per month if employed for part of the year. Hence, information required under section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 as amended is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed 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. There has been no foreign exchange out flow/inflow during the year.

AUDITORS'' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to the accounts are selfexplanatory and therefore do not require further explanations.

AUDITORS

The auditors, Messrs K. K. Khadaria & Co., Chartered Accountants, will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the appointment of Messrs Lahoti Navneet & Co., Chartered Accountants as statutory auditors.

The appointment of the auditors is proposed to the Members in the Notice of the current AGM vide item no. 3 for a period of four years commencing from the current AGM till the conclusion of the One Hundred and Elventh AGM subject to ratification by the Members every year. You are requested to consider their appointment.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, Govt. Authorities and Members of the Company and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the devoted services of the employees of the Company.

By Order of the Board of Directors For Dhenu Buildcon Infra Limited

Rajkumar Mall Shivanand Hemmady Director Director

Registered Office:

Office No. 4, Building No. 4,

Vahatuk Nagar, Amboli,

Andheri (West),

Mumbai - 400 058

Date : 30th May, 2014 Place : Mumbai


Mar 31, 2013

To, The Shareholders

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS :

31.03.2013 31.03.2012 (Rs.) (Rs.)

Profit/(Loss) for the year before Depreciation & 530,123 295,675 Taxation

Less : Provision for Taxation (108) 234,000

Net Profit/(Loss) 530,231 61,675

Balance Loss brought forward from previous year (651,256) (712,931)

Balance carried forward to Balance Sheet (121,025) (651,256)

PERFORMANCE AND FUTURE PROSPECTS:

During the year under review the Company has earned a profit of Rs. 530,231 as compared to a profit of Rs. 61,675 last year.

DIVIDEND:

For conservation of resources your Directors do not recommend any dividend for the year 2012-2013.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2013-2014 have been paid.

DIRECTORS

Mr. Manoj Vinod Himatsinghka who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. 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 of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for 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;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self-explanatory.

AUDITORS

M/s. K. K. Khadaria & Co., Chartered Accountants appointed as the Auditors of the Company, who retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance along with the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

By Order of the Board

For DHENU BUILDCON INFRA LIMITED

Sd/-

Director

Registered Office:

17, Ground Floor, Mona

Shopping Centre, Dadabhai Road,

Near Navrang Cinema, Andheri(W),

Mumbai – 400 058

Place: Mumbai Date: 30th May, 2013


Mar 31, 2012

The Directors submit their Annual Report and audited statement of accounts for the year ended 31.3.2012.

FINANCIAL RESULTS :

31.03.2012 31.03.2011 Rupees Rupees

Profit/(Loss) for the year before Depreciation & Taxation 717,670 (110,034)

Less : Provision for Taxation 234,000 -

Net Profit/(Loss) 483,670 (110,034)

Balance Loss brought forward from previous year. (712,930) (602,896)

Balance carried forward to Balance Sheet (229,260) (712,930)

PERFORMANCE AND FUTURE PROSPECTS

Company has incurred losses from operations of the Company amounted to Rs. 2,29,260 in this fiscal as compared to a loss of Rs. 7,12,390 last year.

DIVIDEND

For conservation of resources your Directors do not recommend any dividend for the year 2011-2012.

LISTING WITH THE STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed with Bombay Stock Exchange Ltd. (BSE). The listing fees payable to the stock exchange for the year 2012-2013 have been paid.

DIRECTORS

Mr. Shivanand Rama Hemmady who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment. His brief profile is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting. Haresh Atmaram Bhojwani resigned as Director of the Company w.e.f.17.09.2011.

Mr. Manoj Vinod Himat Singka was appointed as an additional Director w.e.f. 17.9.2011. His appointment as Director has been regularized at the Extra-ordinary General Meeting held on 5th November, 2011 by electing him after receiving a Notice under Section 257 of the Companies Act, 1956.

Mr. Raj Kumar Mall was appointed as an additional Director w.e.f. 30.8.2012. His appointment as Director has been regularized at the Annual General Meeting held on 27th August, 2012 by electing him after receiving a Notice under Section 257 of the Companies Act, 1956.

PREFERENTIAL ISSUE

During the year under review the Company made a Preferential Issue of 17,10,000 Equity Shares of Rs.10/- each at a Premium of Rs.50/- per share. The Company made allotment of 17, 10,000 Equity shares on December 13, 2011.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures ;

ii. 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 of the Company for that period ;

iii. that the Directors had taken proper and sufficient care for 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;

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITOR'S REPORT

Your Directors confirm that the observations made by the Auditors in their Report have been duly clarified in the Notes to the accounts forming part of the Balance sheet and Profit and Loss Account, which are self- explanatory.

AUDITORS

M/s. Bhangaria & Co., who are the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. However they have expressed their unwillingness to continue as Statutory Auditors of the Company. It is proposed to appoint M/s. K. K. Khadaria & Co., Chartered Accountants to examine and audit the accounts of the Company for the Financial Year 2012-13.

A certificate has been received from the Auditors to the effect that their appointment, is made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company was shifted from Basement, Commercial Union House, No.9, Wallace Street, Fort, Mumbai - 400 001 to 68, Gr. Floor, Om Heera Panna, Near Oshiwara Police Station, Jogeshwari (W), Mumbai - 400 102 w.e.f. 3rd February, 2012.

Further Company was shifted from 68, Gr. Floor, Om Heera Panna, Near Oshiwara Police Station, Jogeshwari (w), Mumbai - 400 102 to 17 Ground Floor, Mona Shopping Centre, Dadabhai Road, Near Navrang Cinema, Andheri (West), Mumbai w.e.f. 30th May, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed as an annexure to this report.

PERSONNEL

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956. Therefore, the details as required by the provisions of the aforesaid Section of the Companies Act, 1956, read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 are not applicable.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing Agreement, as amended from time to time. The Board of Directors of the Company has adopted a Corporate Governance Policy meant to ensure fair and transparent practices and a Code of Conduct for its Directors and senior management.

A separate report on Corporate Governance along with the Auditors Certificate on the compliance of corporate governance requirements of Clause 49 of the Listing Agreement is given elsewhere in this Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTING

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGEMENT

The Board wishes to thank all the stakeholders in the Company, clients, business associates & bankers for their continued support during the year. The Board wishes to record its appreciation of all the efforts put in by the staff and associates of the Company who have contributed to the growth and success of the Company.

By Order of the Board

For DHENU BUILDCON INFRA LIMITED

(formerly known as THE HINGIR RAMPUR COAL COMPANY LIMITED)

Sd/- Sd/-

Director Director

Registered Office:

17, Ground Floor, Mona Shopping Centre, Dadabhai Road, Near Navrang Cinema, Andheri (W), Mumbai - 400 058

Place: Mumbai

Date : 30th August, 2012


Mar 31, 2010

The Directors submit their Annual Report and audited statement of accounts for the year ended 31.3.2010.

FINANCIAL RESULTS ;

31.03.2010 31.03.2009 Rupees Rupees

Profit/(Loss) for the year before Depreciation & Taxation (117,668) (274,631)

Less : Provision for Taxation --- -----

Add : Excess Provision of Tax for prior years ----- -----

Net Profit/(Loss) (117,668) (274,631)

Balance Loss brought forward from previous year. (485.228) (210,597)

Balance carried forward to Balance Sheet (602,896) (485,228)

OPERATIONS

The Company is in the process of look out for various business ventures. Once the business is finalized, the shareholders will be informed.

The Company during the year 2009-10 has not entered into any new contract for leasing.

FIXED DEPOSITS

The Company is not accepting fixed deposits from the public.

DIRECTORATE :

Mr. Pramod D. Rasam retires by rotation and being eligible offers himself for reappointment.

EMPLOYEES :

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

STATEMENT UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

1. The Company has no activities relating to conservation of energy.

2. (a) The company has made no provision for Research and Development expenditure.

(b) The company has no activity relating to technology absorption, adoption and innovation.

3. The Company has no activity relating to Foreign Exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departure ;

- They 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 as on 31st March, 2010 and of the profit or loss of the company for that period ;.

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

- The Annual accounts are prepared on a going concern basis.

AUDITORS:

M/s. Bhangaria &Co., Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

For and on behalf of the Board

For THE HINGIR RAMPUR COAL COMPANY LIMITED

S. R. HEMMADY PRAMOD RASAM

DIRECTOR DIRECTOR

Registered Office:

Basement, Commercial Union House,

No.9, Wallace Street, Fort,

Mumbai 400001.

Dated: August 25, 2010

 
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