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Bhanot Construction & Housing Ltd.

BSE: 534740 Sector: Infrastructure
NSE: N.A. ISIN Code: INE484K01017
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Bhanot Construction & Housing Ltd. (BHANOTCONSTN) - Director Report

Company director report

DIRECTORS

To

The Members

Your Directors are pleased to present their 36th Annual Report together withthe audited Statements of Accounts of the company and the report of the auditors thereonfor the year ended 31st March 2013.

FINANCIAL RESULTS

PARTICULARS YEAR ENDED 31.03.2013 YEAR ENDED 31.03.2012
(Rs./ Lacs) (Rs./Lacs)
Total Income 5958.38 12290.27
Profit before Depreciation & Tax 168.50 596.45
Depreciation 143.44 121.64
Profit before Tax 25.06 474.80
Provision for Tax
Current Year 2.02 -
MAT Credit (2.02) 94.99
Deferred Tax 3.56 34.07
Profit after Tax 21.50 345.74
Surplus carried to Balance Sheet 869.20 847.70

As compared to the previous year there is a decline in - Turnover by 52%; ProfitBefore Tax 95%; and Net Profit 94% of the Company.

Your Directors hope for better results in the coming years in terms of turnoverprofitability and overall growth of the company.

The efforts by your management towards cost control timely execution of projects withutmost emphasis on safety and quality shall continue unabatedly.

DIVIDEND

In order to conserve the resources for future financial needs of the Company yourDirectors express their inability to recommend payment of dividend for the year 2012-13.

FIXED DEPOSITS

Directors of the Company wish to thank the general public who have deposited in thepublic deposit schemes of the Company. Public Deposits of the Company as on 31.03.2013were Rs.298.20 lacs as compared to the previous year figure of Rs. 212.02 lacs. There were10 deposits aggregating to Rs.8.80 lacs which matured during the year but remainedunclaimed as on 31.03.2013.

Save and except the above there were no deposits which matured during the year butremained unpaid as on 31.03.2013.

MATERIAL CHANGES

During the year 350000 equity shares of Rs.10/- each of the Company were allotted tosome of the promoters on preferential basis at a premium of Rs.38/- per share.

Except the above there are no material changes and commitments affecting thefinancial position of the Company between the end of financial period and the date of thisReport.

The Term of Appointment of MR. R.D. Bhanot as Managing Director of The Company Expireson 30.09.2013. Subject to Approval of Members It Is Proposed to Appoint Him For A furtherPeriod Of 3 year w.e.f. 01.10.13.

DIRECTORS

In accordance with the provisions of the Companies Act 1956 and Articles ofAssociation of the Company Mr. Arun Soni and Mr. Surender Kumar Vasudeva Directors ofthe Company retire by rotation and are eligible for re-appointment subject to approval ofthe members.

The term of appointment of Mr R.D Bhanot as Managing Director of the Company expires on30.09.2013. Subject to approval of Members it is proposed to appoint him for a furtherperiod of 3 years w.e.f. 01.10.2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 theDirectors confirm that to the best of their knowledge and belief;

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed;

ii) appropriate accounting policies have been selected and applied consistently andsuch judgments and estimates have been made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit of the company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; and

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

AUDITORS

M/s Dhamija Sukhija & Co. Chartered Accountants who are Auditors of your Companyretire at the conclusion of the ensuing Annual General Meeting. The Company has received aletter from them to the effect that their reappointment if made would be within theprescribed limit u/s 224 (IB) of the Companies Act 1956. Their appointment has beenrecommended by the Audit Committee of the Board.

AUDITORS' REPORT

The Auditors have pointed out at SI. No. 11 of the Annexure to Auditors' Report thatthe Company has defaulted in repayment of dues to Financial Institutions/Banks as perdetails given below :

Bank Amount Unpaid (Rs.)
HDFC Home equity Loan 125552.00
Kotak Mahindra Prime Ltd. 124288.00
SE Investment Ltd. 5272500.00
Total 5522340.00

The delays in repayment of above amount to the Financial Institutions/Banks haveoccurred due to financial constraints and inadequate cash inflow.

Save and except the above the Auditor's Report does not contain any adverse remark orqualification hence the same do not call for further information or explanation.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limitsprescribed under Section 217 (2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975.

EMPLOYEES RELATIONS

The employee - management relations continued to be cordial and harmonious. YourDirectors wish to place on record the appreciation for the devoted services rendered bythe Workers Staff and Executives of the Company at all levels.

CORPROATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Bombay Stock ExchangeLimited and Delhi Stock Exchange Limited Corporate Governance Report as well as CorporateGovernance Compliance certificate received from Shri R.S. Bhatia Practicing CompanySecretary is annexed as part of the Annual Report. The Corporate Governance Reportinteralia contains details of Audit Committee of Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate Section on Management Discussion and Analysis is annexed to and form part ofthis Annual Report.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Delhi Stock ExchangeLimited (DSE) and the same were listed on Bombay Stock Exchange (BSE) on 21stNovember 2012.

Listing fee for the year 2012-13 has been paid to BSE and DSE.

Annual Custody Fee for the year 2012-13 has been paid to National Securities DepositoryLimited and Central Depository Services (India) Limited.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in theannexed Corporate Governance Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Your Company does not have any manufacturing facility hence the requirementspertaining to conservation of energy are not applicable under the provisions of Section217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of ParticularsIn the Report of Board of Directors) Rules 1988. Further your Company is not using anyforeign technology.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Particulars Year ended 31.03.2013 Year ended 31.03.2012
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil Nil

Your Directors wish to place on record their thanks and appreciation for the valuablecooperation and continued support received from various Departments of the Central and theState Governments the Company's Bankers Financial Institutions Investors businessassociates and the vendors for their continued support to the Company and to theShareholders for the confidence reposed in the Company. The Directors also convey theirappreciation to the employees at all levels for their enormous personal efforts as well ascollective contribution.

By Order of the Board of Directors

BHANOT CONSTRUCTION AND HOUSING LIMITED

(R.K. SAPRA)

Company Secretary

Place : New Delhi

Date : 30.05.2013.

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