Directors Report of Hemang Resources Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Twenty Second Annual Report and the Company's audited financial statement for the Financial year ended March 31, 2015.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under:

(Rs,in Lac)

For the year For the year ended 31.03.2015 ended 31.03.2014

Sales & Other Income 60993.09 30399.34

Profit / (Loss) before Depreciation, Finance Cost & Tax 1613.00 1307.30

Less: Depreciation & Amortization 0.29 -

Finance Cost 755.37 978.84

Profit/(Loss) before tax 857.35 328.46

Add(Less) : Prior period adjustments

Add (Less) : Provision for Income-Tax 282.04 120.77

Profit/(Loss) after Tax 575.31 207.69

Add: Balance brought forward from last year 936.64 539.15

Add: Reversed from Capital Redemption Reserve - 342.87

Amount available for Appropriation 1511.95 1089.71

Less: Proposed Dividend on preference shares 16.00 16.00

Less: Proposed Dividend on Equity Share Capital -- 66.00

Less: Dividend Distribution Tax 03.20 13.94

Less: Transfer to Capital Redemption Reserve 57.14 57.13

Balance carried forward 1435.61 936.64

PERFORMANCE REVIEW

During the year under review, your Company has posted Turnover of f 62778.61 Lacs as compared to the turnover of < 30091.05 Lacs in previous year and Profit after tax of f 575.30 Lacs as compared to the Profit after tax of f 207.69 Lacs in previous year.

- Turn-over increased by 108.62% to f 62778.61 Lacs. RESERVE

During the year under review, Company has transferred f 57.14 Lacs to Capital Redemption Reserve and no amount was transferred to General Reserve.

DIVIDEND

With a view to plough back the profit of the Company for future expansion/requirement your directors do not recommend dividend to Equity Shareholders, however your directors are pleased to recommend payment of dividend of 2% on cumulative redeemable preference shares.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any public deposits in accordance with the provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Shashikanth Vyankatesh Chaoji was appointed as Additional Independent Director of the Company we.f. October 28, 2014 who shall hold office up to the date of next Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier.

Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules 2014, Ms. Komal Thakkar was appointed as additional director of the Company we.f February 13 on which the annual general meeting should have been held, whichever is earlier and on recommendation of Nomination and Remuneration Committee she was appointed as Whole Time director w.e.f. 13th February 2015 for period of three years. Ms. Komal Thakkar has tendered her resignation from the directorship of the Company w.e.f. 09th July 2015.

Pursuant to Articles of Association of the Company and Sub Section (1) of Section 161 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Prem Prakash Agarwal was appointed as Additional Director of the Company w.e.f. July 09, 2015 and Mr. T. Balaji Achar was appointed as Additional Director of the Company w.e.f. 14th August 2015, who shall hold office up to the date of next Annual General Meeting or last date on which the Annual General Meeting should have been held, whichever is earlier. Further the Board on recommendation of Nomination and Remuneration Committee appointed Mr. T. Balaji Achar as Whole Time Director w.e.f. 14th August 2015 for period of three years.

Independent directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review the following Directors have tendered their resignation from the directorship of the Company:

S. No. Name Designation Date of Resignation

1 Mr. Surinder Singh Bhatia Executive Director & CEO September 22, 2014

2. Mr. Manjeet Singh Bhatia Director November 26, 2014

3. Ms. Komal Thakker Whole Time Director July 09, 2015

4. Mr. Jitendra Kumar Jain Director July 10, 2015

All directors are regularizing hence no director is liable to retire by rotation this year.

KEY MANAGERIAL PERSONNEL

Mr. Samir Kumar Bahri, Company Secretary of the Company has resigned from the position of Company Secretary and Compliance Officer with effect from May 31, 2014 and Ms. Ramandeep Kaur Bhatia were appointed as Company Secretary and Compliance officer of the Company pursuant to Section 203 of the Companies Act, 2013 with effect from June 1,

As on date of report following are Key Managerial Personnel of the Company:

S. No. Name of the person Designation

1 Mr. Tamraparni Balaji Achar Whole Time Director

2 Mr. B. L. Kakrecha Chief Executive Officer

3 Mr. M. S. Balaji Rao Chief Financial Officer

4 Ms. Ramandeep Kaur Bhatia Company Secretary

PERFORMANCE EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Remuneration and Compliance Committees, which covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared 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 where 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

STATUTORY AUDITORS

M/s R.S. Bansal & Co., Chartered Accountants, Indore having Firm Registration Number (FRN) 000939C who were appointed Statutory Auditor of the Company in the 21st AGM dated 02nd September,2014 have tendered their resignation from the office of Statutory Auditor on 02nd July, 2015.

M/s. Jain & Thakker, Chartered Accountants, Chennai, having Firm Registration number 014829S, have been appointed as Statutory Auditors of the Company at the Extra Ordinary General Meeting of the Company held on August 10, 2015 to fill the Casual vacancy caused by the resignation of M/s R. S. Bansal & Co., Chartered Accountants, Indore, to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s. Jain & Thakker, Chartered Accountants, Chennai have confirmed that their appointment if made, would be in conformity of Section 139 of the Companies Act, 2013 read along with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board recommends their appointment as Statutory Auditors of the Company.

AUDITORS' REPORT

The observation and comment given by Auditors in their report read together with notes to Accounts are self explanatory and do not require any further comments. There was delay in payment of some statutory dues in respect of Employee's Provident Fund & miscellaneous Provisions Act, 1952 and the same has been paid before signing of this report.

SECRETARIAL AUDITOR

The Board has appointed M/s CG& Associates, Practicing Company Secretaries, Indore to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith marked as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS

The Company has an effective internal control and risk-mitigation system, which are constantly assessed

COMMITTEES

All Committees of the Board of Directors are constituted and reconstituted wherever needed, in line with the provisions of Companies Act,2013 and Clause 49 of the amended Listing Agreement with the Stock Exchange and same has been disclosed in Corporate Governance Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy to report genuine concern or grievances. The Whistle Blower policy has been posted on the website of the Company.

REMUNERATION AND NOMINATION POLICY

The Board of Director has framed a policy which lays down a framework in relation to remuneration of Directors. Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The detail of this policy is provided in the Corporate Governance Report.

RELATED PARTY POLICY

The Company has a Related Party policy to set the materiality thresholds for related party transactions and the manner of dealing with the transactions between the Company and its related parties. The Related Party policy has been posted on the website of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

There are no significant and material order passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in notes to the financial statement (Please refer to Note 12 & 16).

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-II.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

1) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statements showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

S. Name of No Director/KMP Remuneration of % increase in Ratio of Remuneration for FY 2014-15 Director/ KMP for remuneration of Each Director FY 2014-15 in the FY - to Median 2014-15 remuneration of Employees

1 Mr. S. S. Bhatia NIL NIL NIL

2 Ms. Komal Thakkar* 45755 NIL 1.58X

3 Mr. B. L. Kakrecha# 4791667 NIL 32.41X

4 Mr. M. S. Balaji Rao** 583686 NIL 4.39X

5 Mr. Samir Bahri*** 216304 NIL 6.48X

6 Ms. Ramandeep Kaur Bhatia**** 159000 NIL 0.82X

* Ms. Komal Thakkar was appointed as Whole Time Director w.e.f. 13/02/2015

# Mr. B. L. Kakrecha was appointed as CEO w.e.f. 11/08/2014 ** Mr. M. S. Balaji Rao was appointed as CFO w.e.f. 11/08/2014

*** Mr. Samir Bahri has resigned from the position of Company Secretary w.e.f. 31/05/2014 **** Ms. Ramandeep Kaur Bhatia was appointed as Company Secretary w.e.f. 01/06/2014

2) There was no increase in the median remuneration of employee in the financial year.

3) 52 employees of the company are on roll of company as on 31.03.2015.

4) Almost all employee of the Company joined during the year under review, hence there is no increase in remuneration of employee during the year, however the revenue of the company got doubled as compared to previous year.

5) The Total remuneration of the key managerial personal become double (almost all KMP joined during FY 2014-15) and profit after tax of the Company is increase by 176.99% as compared to previous year.

6) Variation in the market capitalization of Company - The market capitalization as on 31.03.2015 was R 16.09 Crores (Previous year R 11.022 Crores)

7) Price Earnings ratio of the Company as on 31.03.2015 was 2.89 (previous year 5.84)

8) The Company has not made any public issue or right issue of securities in the recent past, so has not been made of current share price with public offer price.

9) There are no variable component of remuneration availed by the directors.

10) The ratio of remuneration of the highest paid director to that of the employs who are not directors but receive remuneration in excess of the highest paid director during the year is as follows:

Name of Employee Ratio

Mr. Manoj Kumar Singh 1.03

Mr. Narayan Gowda 1.05

Mr. T Poorna Chandra Rao 1.27

Mr. Nagarajan C 1.44

Mr. Pankaj Jain 1.71

Mr. Sarvanan S 1.78

Mr. M. S. Balaji Rao 2.37

Mr. V. T. Ramesh 3.27

Mr. Ramal Bhatacharya 4.39

Mr. T. Balaji Achar 5.21

Mr. B. L. Kakrecha 17.50

11) It is hereby affirm that the remuneration paid is as per the remuneration policy of directors, KMP and other employees. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under: -

Name Mr. Basanti Lal Kakrecha

Designation Chief Executive Officer

Remuneration Received Rs. 6.25 Lac p.m. (CTC)

Nature of Employment Employee

Qualification & Experience Qualification: FCA experience of 4 decades in Industry & Trade

Date of Commencement of Employment 01-06-2014

Age 72 years

Last Employment held Bhatia Global Trading Limited

% of Equity Shares held Nil

Relative of Director or manager, No name such director or manager

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report is available on the Company's website.

LISTING

The shares of the Company are listed on Bombay Stock Exchange – Mumbai and Ahmadabad Stock Exchange-Ahmadabad.

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

Disclosure regarding Conservation of Energy and Technology absorption as required under 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. The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report in accordance with the requirement of Clause 49 of the Listing Agreement is annexed to the Annual Report forming part thereof.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial years with relate parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note 2.3 of the Financial Statement which sets our related party disclosures.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review Company has moved an application for Shifting of Registered office of the Company from State of Madhya Pradesh to State of Tamil Nadu, within jurisdiction of Registrar of Companies, Chennai. Said application is under process as on date of report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Detail relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Director's also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them.

For Hemang Resources Limited

(Formerly Bhatia Industries & Infrastructure Limited)

Sd/- Sd/-

Place: Chennai S. V. Chaoji T. Balaji Achar

Date: 14.08.2015 Director Director

DIN: 03464544 DIN: 06404420

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Mar 31, 2014

The Members,

Bhatia Industries & Infrastructure Limited

Indore

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under:

(Rs. in Millions)

For the year For the year ended ended 31.03.2014 31.03.2013

Sales & Other Income 3039.93 2650.55

Profit / (Loss) before Depreciation, Interest & Tax 130.72 176.90

Less: Depreciation & Amortization 0.00 0.26

Financial Charges 97.88 79.84

Profit/(Loss) before tax 32.84 96.80

Add (Less) : Provision for Income-Tax (12.08) (32.32)

Profit/(Loss) after Tax 20.76 64.48

Add: Balance brought forward from last year 53.92 14.32

Add: Reversed from Capital Redemption Reserve 34.29 --

Amount available for Appropriation 108.97 78.80

Less: Proposed Dividend on preference shares 1.60 1.60

Less: Proposed Dividend on Equity Share Capital 6.60 9.90

Less: Dividend Distribution Tax 1.39 1.95

Less: Transfer to Capital Redemption Reserve 5.71 11.43

Less: Transfer to General Reserve -- --

Balance carried forward 93.67 53.92

PERFORMANCE REVIEW

During the year under review, your Company has posted Turnover of Rs. 3009.10 Millions as compared to the turnover of Rs. 2623.08 Millions in previous year and Profit after tax of Rs. 20.76 Millions as compared to the Profit after tax of Rs. 64.48 Millions in previous year.

- Turnover increased by 14.72% to Rs. 3009.10 Millions.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 23,00,00,000/- (Rupees Twenty Three Crores Only) and divided into 1,50,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and 8,00,000 2% Cumulative Redeemable Preference Shares of Rs. 100/- each.

Paid- up Share Capital of the Company is Rs. 21,20,00,000/- (Rupees Twenty One Crore Twenty Lac Only) divided into 1,32,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and 8,00,000 2% Cumulative Redeemable Preference Shares of Rs. 100/- each.

On 7th May 2007 Company had issued 8,00,000 8% Cumulative Redeemable Preference Shares of Rs. 100/- each for period of five years and later on it varied the right from 8% to 2% and increase the terms from five years to seven years. 100% of the preference shareholders have given their consent in writing for further increase in the term from seven years to fourteen year.

RESERVE

During the period under review Company has transferred Rs. 5.71 Millions to Capital Redemption Reserve and not transferred any amount to General Reserve.

DIVIDEND

Having regard to the performance of the Company your Directors are pleased to recommend payment of dividend of 2% on cumulative redeemable preference shares and 5% on the paid up Equity Share Capital of the Company which works out to Rs. 0.50 per share on 1,32,00,000 Equity Share of Rs. 10/- each for the Financial Year ended March 31, 2014. The dividend, if approved, will be paid to the eligible shareholders within the period stipulated by the Companies Act, 2013.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review

DIRECTORS

During the year under review there is no change in directorship of the Company.

In terms of Section 152 of the Companies Act, 2013 and provisions contained in Articles of Association of the Company, Mr. Manjeet Singh Bhatia, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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, 2014 and of the profit of the Company for the year ended on that date;

iii) 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;

iv) the annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

M/s. R. S. Bansal & Co., Chartered Accountants, Indore, having Firm Registration number 000939C, the auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s. R. S. Bansal & Co., Chartered Accountants, Indore have confirmed that their appointment if made, would be in conformity of Section 139 of the Companies Act, 2013 read along with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board recommends their re-appointment as Statutory Auditors of the Company.

AUDITORS'' REPORT

The observation and comment given by Auditors in their report read together with notes to Accounts are self explanatory and do not require any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company during the year was in receipt of remuneration of more than the maximum permitted ceiling given in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING

The shares of the Company are listed on Bombay Stock Exchange - Mumbai and Ahmedabad Stock Exchange.

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

Disclosure regarding Conservation of Energy and Technology absorption as 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 are not applicable to the Company

The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report in accordance with the requirement of Clause 49 of the Listing Agreement is annexed to the Annual Report forming part thereof.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Director''s also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them.

For and on behalf of the Board

For Bhatia Industries & Infrastructure Limited

Sd/- Place: Indore Surinder Singh Bhatia

Date : May 22, 2014 Executive Director & CEO

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Mar 31, 2013

To, The Members of Bhatia Industries & Infrastructure Limited

Indore

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2013.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under:

(Rs. in Millions) For the year For the year ended ended 31.03.2013 31.03.2012

Sales & Other Income 2650.55 1509.35

Profit / (Loss) before Depreciation, Interest & Tax 176.90 113.05

Less: Depreciation & Amortization 0.26 0.05

Financial Charges 79.84 63.60

Profit/(Loss) before tax 96.80 49.40

Add(Less): Prior period adjustments (1.50)

Add (Less): Provision for Income-Tax (32.32) (17.30)

Profit/(Loss) after Tax 64.48 30.60

Add: Balance brought forward from last year 14.32 104.73

Less: Amount utilized towards issue of fully paid up Bonus Shares

Amount available for Appropriation 78.80 49.12

Less: Proposed Dividend on preference shares 1.60 1.60

Less: Proposed Dividend on Equity Share Capital 9.90 9.90

Less: Dividend Distribution Tax 1.95 1.87

Less: Transfer to Capital Redemption Reserve 11.43 11.43

Less: Transfer to General Reserve 10.00

Balance carried forward 53.92 14.32

PERFORMANCE REVIEW

During the year under review, your Company has posted Turnover of Rs. 2623.08 as compared to the turnover of Rs. 1482.42 Millions in previous year and Profit after tax of Rs. 64.48 Millions as compared to the Profit after tax of Rs. 30.60 Millions in previous year.

- Turnover increased by 76.95% to Rs. 2623.08 Millions.

- PBDIT increased by 56.48% to Rs. 176.90 Millions.

- PBT increased by 95.95% to Rs. 96.80 Millions.

- Net Profit increased by 110.72% to Rs. 64.48 Millions.

RESERVE

During the period under review Company has transferred Rs. 11.43 Millions to Capital Redemption Reserve and not transferred any amount to General Reserve.

DIVIDEND

Having regard to the performance of the Company, your Directors are pleased to recommend payment of dividend of 2% on cumulative redeemable preference shares and 7.5% on the paid up Equity Share Capital of the Company, which works out to Rs. 0.75 per share on 1,32,00,000 Equity Share of Rs. 10/- each for the Financial Year ended March 31,2013. The dividend if approved will be paid to the eligible shareholders within the period stipulated by the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

DIRECTORS

During the year under review Mr. Lai Krishna Thanvi, has tendered his resignation w.e.f. November 08, 2012 and pursuant to provisions of Section 260 of the Companies Act, 1956 Mr. C. S. Kahlon has been appointed as Additional Director w.e.f. November 08,2012. Mr. C. S. Kahlon, being eligible, your directors recommend him to appoint him as director liable to retire by rotation.

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Jitendra Kumar Jain, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been

followed along with proper explanation relating to material departures; ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the

Company for the year ended on that date; iii) 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; iv) the annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

M/s. R. S. Bansal & Co., Chartered Accountants, Indore, having Firm Registration number 000939C, the auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. R. S. Bansal & Co., Chartered Accountants, Indore, to the effect that their re-appointment if made would be within the prescribed limit under Section 224( 1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956

AUDITORS'' REPORT

The observation and comment given by Auditors in their report read together with notes to Accounts are self explanatory and do not require any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company during the year was in receipt of remuneration of more than the maximum permitted ceiling given in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING

The shares of the Company are listed on Bombay Stock Exchange - Mumbai and Ahmedabad Stock Exchange.

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

Disclosure regarding Conservation of Energy and Technology absorption as 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 are not applicable to the Company.

The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report in accordance with the requirement of Clause 49 of the Listing Agreement is annexed to the Annual Report forming part thereof.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Director''s also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them.

For and on behalf of the Board

For Bhatia Industries & Infrastructure Limited

Sd/-

Place: Indore Surinder Singh Bhatia

Dated: May 07,2013 Executive Director & CEO

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Mar 31, 2012

To The Members of Bhatia Industries & Infrastructure Limited Indore

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under:

(Rs. in Millions)

For the year For the year ended ended 31.03.2012 31.03.2011

Sales & Other Income 1509.36 2452.74

Profit / (Loss) before Depreciation, Interest & Tax 82.37 174.12

Less: Depreciation - -

Financial Charges 32.97 18.20

Profit/(Loss) before tax 49.40 155.92

Add(Less) : Prior period adjustments (1.50) -

Add (Less) : Provision for Income-Tax (17.30) (52.00)

Profit/(Loss) after Tax 30.60 103.92

Add: Balance brought forward from last year 104.73 29.60

Less: Amount utilized towards issue of fully paid up Bonus Shares 86.21 -

Amount available for Appropriation 49.12 133.52

Less: Proposed Dividend on preference shares 1.60 1.60

Less: Proposed Dividend on Equity Share Capital 9.90 6.90

Less: Dividend Distribution Tax 1.87 1.36

Less: Transfer to Capital Redemption Reserve 11.43 11.43

Less: Transfer to General Reserve 10.00 7.80

Balance carried forward 14.32 104.73

PERFORMANCE REVIEW

During the year under review, your Company has posted Turnover of Rs. 1482.42 Millions and Profit after tax of Rs. 30.60 Millions.

RESERVE

During the period under review Company has transferred Rs. 11.43 Millions to Capital Redemption Reserve and transferred Rs. 10 Millions to General Reserve.

DIVIDEND

Having regard to the performance of the Company, your Directors are pleased to recommend payment of dividend of 2% on cumulative redeemable preference shares and 7.5% on the paid up Equity Share Capital of the Company, which works out to Rs. 0.75 per share on 1,32,00,000 Equity Share of Rs. 10/- each for the Financial Year ended 31st March, 2012. The dividend if approved will be paid to the eligible shareholders within the period stipulated by the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not invited or accepted any public deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

DIRECTORS

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. L. K. Thanvi, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Samir Kumar Bahri has been appointed as Company Secretary and Compliance Officer of the Company in place of Mr. Ashok Mishra, who tendered his resignation from position of Company Secretary and Compliance Officer w.e.f. October 07, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) 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 preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

M/s. R. S. Bansal & Co., Chartered Accountants, Indore, having Firm Registration number 000939C, the auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. R. S. Bansal & Co., Chartered Accountants, Indore, to the effect that their appointment if made would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956

AUDITORS' REPORT

The observation and comment given by Auditors in their report read together with notes to Accounts are self explanatory and do not require any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company during the year was in receipt of remuneration of more than the maximum permitted ceiling given in the Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING

The shares of the Company are listed on Bombay Stock Exchange - Mumbai and Ahmedabad Stock Exchange.

Madhya Pradesh Stock Exchange Limited vide letter Ref. No. MPSE/625/03/2012 dated March 14, 2012 intimated that Delisting Committee of Madhya Pradesh Stock Exchange Limited has approved the Voluntary delisting of 33,00,000 Equity Shares of the Company w.e.f. 03.03.2012.

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

Disclosure regarding Conservation of Energy and Technology absorption as 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 are not applicable to the Company.

The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report in accordance with the requirement of Clause 49 of the Listing Agreement is annexed to the Annual Report forming part thereof.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Director's also wish to place on record their deep sense of appreciation for the commitment displayed by employees for the services rendered by them.

For and on behalf of the Board For Bhatia Industries & Infrastructure Limited

Sd/- Place: Indore Surinder Singh Bhatia

Dated: 30.04.2012 Executive Director & CEO

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Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under: (Rs. in Lacs)

For the year For the year

Particulars ended ended 31.03.2011 31.03.2010

Sales 24485.02 3649.92

Profit / (Loss) before Depreciation, Interest & Tax 1696.38 208.54

Less : Depreciation -- --

Interest & Financial Charges 137.25 34.50

Profit / (Loss) before tax 1559.13 174.04

Add/(Less) : Prior period adjustments - 0.16 Add/(Less) : Provision for Income-Tax (520.00) (59.44)

Profit/(Loss) after Tax 1039.13 114.76

Less : Transfer to General Reserve 78.00 -

Less : Transfer to Capital Redemption Reserve 114.29 114.29

Less : Dividend on Preference Shares 16.00 16.00

Less : Dividend on Equity Shares 66.00 - Less : Dividend Distribution Tax 13.62 2.66

Add : Balance brought forward from last year 296.01 314.19

Balance carried forward to Balance Sheet 1047.24 296.01



PERFORMANCE REVIEW

During the year under review, your Company has posted Sales of Rs. 24,485.02 Lacs and Profit after Tax of Rs. 1,039.13 Lacs. The Sales of the Company has increased by 570.84% and Profit after Tax has increased by 805.48% as compared to the previous year. The strategies of planned procurement and marketing system have boosted the company to compete in the market and earn good profits.

DIVIDEND

Having regard to the splendid performance of the Company, your Directors are pleased to recommend payment of dividend on 2% Cumulative Redeemable Preference Shares and Dividend of 20% on the paid-up Equity Share Capital of the Company, which works out to Rs.2.00 per share on 33,00,000 equity shares of Rs. 10/- each for the financial year ended 31st March, 2011.

ISSUE OF BONUS SHARES

Your Directors recommend issue of Bonus shares in the ratio of 3:1 i.e. three equity shares for every existing equity share of the Company held by the Members on the record date as may be fixed by the Board of Directors of the Company in consultation with Bombay Stock Exchange. The proposed issue of bonus shares is subject to the consent of the shareholders at the forthcoming Annual General Meeting. The bonus shares shall rank pari passu in all respects with the existing fully paid up equity shares of the Company, including any dividend declared for the financial year in which the bonus shares are allotted.

PUBLIC DEPOSIT

The Company has not invited or accepted any public deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

DIRECTORS

Mr. Manjeet Singh Bhatia, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

COMPANY SECRETARY & COMPLIANCE OFFICER

The Company has appointed Mr. Ashok Mishra as Company Secretary and Compliance Officer of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 account of the Company for that period;

(iii) 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 preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

M/s. R.S. Bansal & Co., Chartered Accountants, Indore, the statutory auditors of the Company, shall retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. R.S. Bansal & Co., Chartered Accountants, Indore has confirmed that their appointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.The Board recommends their re-appointment as statutory auditors for the current year.

AUDITORS REPORT

Pursuant to the comments made by the Auditors, the relevant notes forming part of the accounts of the Company are self-explanatory and do not require any further explanation.

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

Disclosure regarding Conservation of Energy and Technology absorption as 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 are not applicable to the Company. The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report

PARTICULARS OF EMPLOYEES

None of the employees of the Company during the year are in receipt of remuneration of more than the maximum permitted ceiling given in the Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from Practicing Company Secretary confirming the compliance is annexed to the Annual Report forming part thereof.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report in accordance with the requirements of Clause 49 of the Listing Agreement for the year under review is annexed to the Annual Report forming part of it.

LISTING

The shares of the Company are listed on Bombay Stock Exchange - Mumbai, Ahmedabad Stock Exchange - Ahmedabad and Madhya Pradesh Stock Exchange - Indore. The Board of Directors has approved the application for voluntary delisting of shares from the Madhya Pradesh Stock Exchange, Indore and Ahmedabad Stock Exchange, Ahmedabad. Delisting of shares shall be completed in due course of time with approval of the concerned Stock Exchanges.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere appreciation to all the Central and State Government Authorities, Banks and all the stakeholders of the Company for extending their timely support and guidance. Also the Board wishes to place their sincere appreciation to the employees for the services rendered by them.

For Bhatia Industries & Infrastructure Limited

Jitendra Kumar Jain Lal Krishna Thanvi Director Director

Place: Indore Date : 30.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth annual report of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The summary of the financial result of the Company for the year under review are as under:

(Rs. in Lacs)

For the year For the year

Particulars ended ended

31.03.2010 31.03.2009

Profit / (Loss) before Depreciation, Interest & Tax 223.04 64.02

Less : Depreciation -- --

Financial Charges 49.00 8.55

Profit / (Loss) before tax 174.04 55.47

Add/(Less) : Prior period adjustments 0.16 (0.06)

Add/(Less) : Provision for Income-Tax (59.44) (7.50)

Provision for deferred tax -- (12.62)

Provision for FBT -- (0.07)

Profit/(Loss) after Tax 114.76 35.22

Less : Dividend on preference shares 16.00 16.00

Less : Dividend Distribution Tax 2.66 2.72

Less : Transfer to Capital Redemption Reserve 114.29 114.29

Add : Balance brought forward from last year 314.19 366.27

Add : Excess Provision for redemption reserve -- 45.71

Balance carried to Balance Sheet 296.01 314.19



PERFORMANCE REVIEW

The Company has posted profit after tax of Rs. 114.76 Lacs with turnover of Rs. 3649.92 lacs, during the year under review. The profit after tax was increased by 225.83% as compared to the previous year in addition to this company has earned Rs. 62.61 lacs on foriegn exchange fluctuation and the turnover was reduced by 7.79% in comparison to the previous year. At the same time the total expenditure of the Company was also reduced from Rs.6059.17 Lacs in the previous year to Rs.2213.79 Lacs in the year under review.

The name of Company was changed to Bhatia Industries & Infrastructure Limited having regard to new line of activity mainly infrastructural in nature. In view of the same Company has procured 22.64 acres of land at the prominent location for the purpose of dealing in real estate sector. Though revenue out of infrastructural and real estate business is yet to be crystallized, the Board of Directors anticipates suitable revenues immediately after the gestation period in the near future. In addition to said investment the Company has dealt in 10821.40 Metric Tons of indigenous and 106993.55 Metric Tons of imported coal.

DIVIDEND

In view of ploughing back of profits, Directors have not recommended any dividend in the year under review. The Board recommends payment of dividend on 2% cumulative redeemable preference shares.

PUBLIC DEPOSIT

The Company has not invited or accepted any public deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

DIRECTORS

Mr. J.K. Jain, Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 account of the Company for that period;

(iii) 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 preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

M/s. R.S. Bansal & Co., Chartered Accountants, Indore, the Statutory Auditors of the Company, shall retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. R.S. Bansal & Co., Chartered Accountants, Indore has confirmed that their appointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.The Board recommends their re-appointment as statutory auditors for the current year.

AUDITORS REPORT

Pursuant to the comments made by the Auditors, the relevant notes forming part of the accounts of the Company are self-explanatory and do not require any further explanation.

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

Disclosure regarding Conservation of Energy and Technology absorption as 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 are not applicable to the Company. The information relating to Foreign Exchange Earnings and Outgo is given in the Annexure to the report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company during the year are in receipt of remuneration of more than the maximum permitted ceiling given in the Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance Code as stipulated under Clause 49 of the listing agreement with the stock exchanges. A separate section on Corporate Governance, along with a certificate from practing company secretary confirming the compliance is annexed to the Annual Report forming part thereof.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report in accordance with the requirements of Clause 49 of the Listing Agreement for the year under review is annexed to the Annual Report forming part of it.

COMPLIANCE CERTIFICATE FROM PRACTICING COMPANY SECRETARY

A certificate from Practicing Company Secretary for compliance of conditions of Corporate Governance as stipulated in Clause 49 of Listing Agreement is annexed to this report forming part of the Corporate Governance report.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere appreciation to all the Central and State Government Authorities, Banks and all the stakeholders of the Company for extending their timely support and guidance. Also the Board wish to place their sincere appreciation to the employees for the services rendered by them.

By Order of the Board

For Bhatia Industries & Infrastructure Limited

Sd/-

Place: Indore Surinder Singh Bhatia

Date: 30th August, 2010 Executive Director & CEO