Directors Report of Purohit Construction Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs. in Lacs) Current Year Previous Year 2013-14 012-2013

Total Income (incl. Other Income) 1421.9 1952

Financial Expenses 23.75 20.32

Depreciation 12.5 9.95

Profit/(Loss) Before Taxation 20.66 29.23

Less: Provision for Income Tax 6 11.25

Less: Provision for Deferred Tax 0.8 1.57

Less: Provision for Wealth Tax 0.5 NIL

Profit After Taxation 13.36 16.41

Less; Prior Period adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus Brought Forward 77.43 61.02

Balance carried to balance Sheet 90.79 77.43

OPERATIONS OF THE COMPANY

The Company has undertaken the Projects viz. Rest House- Mehmedabad, Kudasan School Building. The above projects are on the verge of completion. During the year Company successfully Completed Sopan Pallidium, a Commercial Project, Sopan Life Style, a residential Project at Jodhpur area of Ahmedabad and construction of Siddhi Vinayak Temple at Mehmedabad. During the year under review, your company has earned an income of Rs. 1421.90 Lacs comprising of Rs. 458.41 Lacs from sale of shares and securities and Rs. 960.34 Lacs from contractual work completed and from other income 3.15 Lacs, as against Rs 1951.97 Lacs comprising of Rs. 1246.67 Lacs from sale of shares and securities and Rs. 704.56 Lacs from contractual work completed and 0.74 Lacs from other Income.. The Company has earned a Net Profit of Rs. 13.36 Lacs against Rs. 16.40 Lacs, in the previous year. A credit balance of Rs. 90.79 Lacs has been carried forward to the Balance Sheet.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your directors have decided not to recommend a dividend on Equity Shares for the year under review.

DEPOSITS

The Company has not accepted any Deposits to which the provisions of Section 58-A of the Companies Act, 1956 and the relevant rules made there under are applicable.

RESPONSIBILITY STATEMENT The Directors confirm:

a) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit or Loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual Accounts on a Going concern basis.

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

The particulars regarding Conservation of Energy and Technology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956 are Nil. The Company has not earned nor expended any foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 and hence the information required there under is not given.

DIRECTORS

Mr. Kumudchandra I Sherawia, Director of the Company is due to retire by rotation at this Annual General Meeting in terms of section 152(6) of the Companies Act, 2013 and is eligible for reappointment. The Board recommends the reappointment of above Director of the Company

Our non-executive directors were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. In terms of Explanation given under Section 149(1) of the companies Act, 2013, for the purpose of this sub section, total number of directors shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company, accordingly, none of the independent director shall be liable to retire by rotation under the new term.

Mr. Nishit B Gohil and Mr. Mahendra H Sanghani, the Independent Directors of the Company are eligible for appointment as Independent Directors and hence furnished a declaration in terms of section 149(6) of the Companies Act, 2013. Mrs. Jagrutiben H Shah was appointed as additional director of the company with effect from 30th August 2014 and holds office up to ensuing Annual General Meeting. The Company has received specific notices from the members of the Company under section 160 of the Companies Act, 2013, along with a security deposit of Rs. 1,00,000/- in each case for appointment as Independent Director for a term of 3 (Three) years. The Board recommends the appointment of above as Independent Directors of the Company.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief profile of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided in the Notice attached forming part of the Annual Report.

Mr. Saumil N Purohit was appointed as Joint Managing Director for a period of 5 years with effect fromlst January, 2010 and his term as Joint Managing Director ends on 31st December, 2014. The Board of directors of the Company at its meeting held on 30th August, 2014, subject to approval of the members in general meeting consider his re-appointment for a further period of 5 years.

You are requested to accord your approval for above reappointments.

AUDITORS

M/s. Gattani & Associates, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and is eligible for re-appointment. You are requested to re-appoint the said Auditors and fix their remuneration.

The observations made by the Statutory Auditors of the Company in their report are dealt with in the notes of accounts of the company, which are self explanatory.

COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a Certificate from a Secretary in Whole time Practice that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as part of this Annual Report and marked as Annexure ''A''. Requisite Certificate from the Statutory Auditors of the Company regarding Compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its appreciation for the co-operation received from the Bankers, customers and the employees of the Company and look forward to their continued support in the years to come.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: AHMEDABAD NARENDRA M. PUROHIT DATED: 30th August, 2014 CHAIRMAN & MANAGING DIRECTOR (DIN:00755195)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. In Lacs) (Rs. In Lacs) Current Year Previous Year 2012-2013 2011-2012

Total Income (incl. Other Income) 1951.97 2066.97

Financial Expenses 20.32 4.88

Depreciation 9.95 6.48

Profit/ (Loss) Before Taxation 29.23 17.28

Less: Provision for Income Tax 11.25 4.50

Less: Provision for Deferred Tax 1.57 1.49

Profit After Taxation 16.41 11.29

Less: Prior Period adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus Brought Forward 61.02 49.73

Balance carried to balance Sheet 77.43 61.02

OPERATIONS OF THE COMPANY

The Company has undertaken the Projects viz. Sopan Pallidium, a Commercial Project, Sopan Life Style, a residential Project at jodhpur area of Ahmedabad and construction of Siddhi Vinayak Temple at Mehmedabad. The above projects are on the verge of completion. During the year under review, your company has earned an income of Rs. 1951.97 Lacs comprising of Rs. Rs. 1246.67 Lacs from sale of shares and securities and Rs. 704.56 Lacs from contractual work completed, as against Rs 2066.97 Lacs comprising of Rs. 614.03 Lacs from Sale of Goods, Rs. 1209.00 Lacs from sale of shares and securities and Rs. 239.14 Lacs from contractual work completed. The Company has earned a Net Profit of Rs. 16.41 Lacs against Rs. 11.29 Lacs, in the previous year. A credit balance of Rs. 77.43 Lacs has been carried forward to the Balance Sheet.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your directors have decided not to recommend a dividend on Equity Shares for the year under review.

DEPOSITS

The Company has not accepted any Deposits to which the provisions of Section 58 A of the Companies Act, 1956 and the relevant rules made there under are applicable.

RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

b) that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit or Loss of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual Accounts on a Going concern basis.

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

The particulars regarding Conservation of Energy and Technology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956 are Nil. The Company has not earned nor expended any foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 and hence the information required there under is not given.

DIRECTORS

Mr. Mahendra H. Sanghani and Mr. Kumudchandra I Shei avia, the directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

You are requested to accord your approval for above reappointments.

AUDITORS

M/s. Gattani & Associates, Chartered Accountants, Ahmecabad retire at the ensuing Annual General Meeting and is eligible for re appointment. You are requested to re appoint the said Auditors and fix their remuneration.

The observations made by the Statutory Auditors ol the Company in their report are dealt with in the notes of accounts of the company, which are self explanatory.

COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a Certificate from a Secretary in Whole time Practice that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is enclosed as part of this Annual Report and marked as Annexure 'A'. Requisite Certificate from the Statutory Auditors of the Company regarding Compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

ACKNOWLEDGEMENT

The Beard of Directors wishes to express its appreciation for the co operation received from the Bankers, customers and the employees of the Company and look forward to their continued support in the years to come.

For and on behalf of the Board of Directors Narendra M. Purohit Chairman & Managing Director

Place: Ahmedabad Date : 25/07/2013