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BDR Buildcon Ltd.

BSE: 532681 Sector: Infrastructure
NSE: BDR ISIN Code: INE766Q01014
BSE 05:30 | 01 Jan BDR Buildcon Ltd
NSE 05:30 | 01 Jan BDR Buildcon Ltd

BDR Buildcon Ltd. (BDR) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting the 7th AnnualReport together with the Audited Statements of Accounts and Auditors Report of yourCompany for the financial year ended 31st March 2017.

FINANCIAL RESULTS

The Company's financial performances for the financial year under review along withprevious year's figures are given hereunder:

(in Rs.)
PARTICULAR 2016-17 2015-16
Net Sales /Income from:
-Business Operations 6900000 6000000
Total Income 6900000 6000000
Less Interest NIL NIL
Expenses (including other expenses) 1150895 1077440
Profit before Depreciation 6044970 4922561
Less Depreciation NIL NIL
Profit after depreciation and Interest 6044970 4922561
Less Current Income Tax 1680000 1475000
Less Previous year adjustment of Income Tax 9850 15640
Net Profit after Tax 4355120 3431921
Balance carried to Balance Sheet 4355120 3431921
Earning per share (Basic) 0.66 0.52
Earning per Share (Diluted) 0.66 0.52

DIVIDEND

No Dividend was declared for the current financial year by the Company due to moderateprofit and seeing future growth of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared in previous years the provisions of Section 125of the Companies Act 2013 do not apply.

AMOUNT TRANSFER TO GENERAL RESERVE IN TERMS OF SECTION 134(3)J OF THE COMPANIES ACT2013

The Company has not proposed any amount for transferring to general reserve for thisfinancial year ended 31st March 2017.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The net profit for the financial year after tax under review is Rs. 4355120/- ascompared to previous financial year profit of Rs. 3431921/-. Further Directors arelooking for more growth of the Company in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial occurred between the endsof the financial year to which these financial statements relate and the date of thisreport.

STOCK EXCHANGE & LISTING FEES

Company's Equity Shares at present are listed at NSE ITP Emerge. It may be noted thatthere are no payment outstanding to the Stock Exchange by way of listing fees etc.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 do not apply to our Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning: Nil Outgo: Nil

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Risk Management is an integral part of the Company's business strategy. The Boardreviews compliance with risk policies monitors risk tolerance limits reviews andanalyzes risk exposure related to specific issues and provides oversight of risk acrossthe organization. The Board nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company.

ORDERS PASSED BY REGULATORS/COURTS

No orders passed by the regulators or courts or tribunals impacting the going concernstatus and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable as Company is not covered under the criteria mentioned inSection 135(1) of Companies Act 2013.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING THEFINANCIAL YEAR

There are no changes in the Directors and Key Managerial Personnel (KMP) of theCompany.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financialyear 2016-17.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 There was no loan and guarantee made by the Company under Section 186 of theCompanies Act 2013 during the Financial Year under review. However Company has not madeany investment for the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There was nocontract or arrangements made with related parties as defined under Section 188 of theCompanies Act 2013 during the financial year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website. All Directors haveconfirmed compliance with provisions of section 164 of the Companies Act 2013.

Further the Independent Directors have submitted their disclosures to the Board thatthey fulfill all the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules. Disclosures are given in Annexure‘I'.

EVALUATION OF THE BOARD'S PERFORMANCE

The Companies Act 2013 mandates formal annual evaluation by the Board of its ownperformance and that of its committees and Individual Directors. Schedule IV to theCompanies Act 2013 provides that the performance evaluation of Independent Directorsshall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualevaluation of performance of Directors individually Board as a whole and followingCommittees of the Board of Directors.

i) Audit Committee ii) Nomination and Remuneration Committee iii) StakeholderRelationship Committee

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit and Nomination and Remuneration Committee.

An exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors who also reviewed the performanceof the Secretarial Department. The Directors expressed their satisfaction with theevaluation process.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard.

HUMAN RESOURCE MANAGEMENT & SAFETY

During the financial year the Company had cordial relations with workers staff andofficers. Company believes in empowering its employees through greater knowledge teamspirit and developing greater sense of responsibility.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 regarding employees is given in Annexure ‘II'.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 as prescribed in Form No.MGT-9 is furnished in Annexure ‘IV' and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had 5(Five) Board Meetings conducted during the financial year under review.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public during thefinancial year. There is no unclaimed or unpaid deposit lying with the Company.

STATUTORY AUDITORS

M/s Sanjay Chopra & Co. Chartered Accountants New Delhi were appointed asStatutory Auditors for a period of Five financial years for the Financial year 2014-15 to2018-19 in the Annual General Meeting held on 01st August 2014. Theirratification of appointment and payment of remuneration are to be confirmed and approvedin the ensuing Annual General Meeting. The Company has received a certificate from theabove Auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013.

INTERNAL CONTROL SYSTEM & INTERNAL AUDITORS

The Company has adequate internal control systems and procedures designed toeffectively control the operations. The internal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements. The Company has well designed Standard Operating Procedures.

Mr. Raman Kumar Chartered Accountant has been appointed in Company for the purpose ofInternal Audit.

Independent Internal Auditor conducts General Accounting & Statutory Compliancewith specified standards. Planned periodic reviews are carried out by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeof the Board of Directors.

The Audit Committee also met the company's Statutory Auditors to ascertain their viewson the financial statements including the Financial Reporting Systems Compliance toAccounting Policies and Procedures the adequacy and effectiveness of the InternalControls and Systems followed by the Company.

SECRETARIAL AUDIT

The Chairman informed the Board that pursuant to provisions of Section 204 of theCompanies Act 2013 Secretarial Audit is compulsory for every Listed Company. So for thesame the Board considered and approved the appointment of Kanishk Arora & Co. CompanySecretaries Delhi as Secretarial Auditors of the Company for auditing the secretarial andrelated records of the Company.

A Secretarial Audit was conducted during the financial year by the Secretarial AuditorM/s. Kanishk Arora & Co. The Secretarial Auditors Report is attached as Annexure‘III'.

There are no qualifications or observations or remarks made by the Secretarial Auditorin their Report.

COST AUDITORS

Company does not appoint cost auditor as the provisions related to Cost Audit is notapplicable to the Company.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Company does not have any subsidiary joint ventures and associate Companies within themeaning of the Companies Act 2013. Therefore the disclosure of particulars with respectto information related to performance and financial position of the Subsidiaries jointventures or associate Companies subject to rule 8(1) of Companies (Accounts) Rules 2014is not applicable.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

1. Names of companies which have become to be its Subsidiaries joint ventures orassociate companies during the year: N.A.

2. Names of companies which have ceased to be its Subsidiaries joint ventures orassociate companies during the year: N.A.

ANNEXURES FORMING A PART OF DIRECTOR'S REPORT

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report:

Annexure Particulars
I Declaration by Independent Directors
II Particulars of Employees under Section 197(12) of the Companies Act 2013
III Secretarial Audit Report
IV Extract of the Annual Return in Form MGT-9

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:- a. Mr. Udit BarathiNon-Executive and Independent Director b. Mr. Ishwar Anand Non-Executive and IndependentDirector c. Mr. Rajesh Gupta Managing Director

The above composition of the Audit Committee consists of independent Directors viz.Mr. Udit Barathi and Mr. Ishwar Anand who form the majority. The Company has established avigil mechanism and overseas through the committee the genuine concerns expressed by theemployees and other Directors. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of co-employees and the Company.

The Whistle Blower Policy is available on the Company's website.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. b.SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review. c.BONUS SHARES

No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTIONPLAN

The Company has not provided any Stock Option Scheme to the employees.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively

f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.

ACKNOWLEDGEMENTS

Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS BDR BUILDCON LIMITED

Date: 02.08.2017 Place: New Delhi

Sd/- Sd/-
Rajesh Gupta Dinesh Gupta
Managing Director Whole Time Director
DIN- 00163932 DIN- 00163802
R/o-B-393 Block-B R/o- B-393 Block-B
New Friends Colony New Friends Colony
New Delhi-110 025 New Delhi-110 025
17 of 56

ANNEXURE "I"

DECLARATION OF INDEPENDENCE BY MR. ISHWAR ANAND

7th April 2016 To

The Board of Directors BDR BUILDCON LIMITED

31 Jangpura Road Bhogal New Delhi-110014

Sub : Declaration of independence under sub - section (6) of section 149 of theCompanies Act 2013.

I Ishwar Anand hereby certify that I am a Non-executive Independent Director of BDRBuildcon Limited New Delhi and comply with all the criteria of independent director asenvisaged in the Companies Act 2013.

I certify that:

I possess relevant expertise and experience to be an independent director in theCompany;

I am/was not a promoter of the company or its holding subsidiary or associate company;

I am not related to promoters / directors / persons occupying management position atthe board level or level below the board in the company its holding subsidiary orassociate company;

I have/had no pecuniary relationship / transactions with the company its promotersits directors its senior management or its holding subsidiary or associate company ortheir promoters or directors during the two immediately preceding financial years orduring the current financial year;

None of my relatives has or had any pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year; b) is or has beenan employee or proprietor or a partner in any of the three financial years immediatelypreceding the financial year of;

a. a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

c) holds together with my relatives 2% or more of the total voting power of thecompany; or

d) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or I am not a material supplier serviceprovider or customer or a lessor or lessee of the company;

I am not less than 21 years of age.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship / transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to such relationship /transactions.

Further I do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future. Ifurther undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you

Yours faithfully

Sd/-
Ishwar Anand
DIN: 06437099
Address: Flat No. 7 Type-III Jal Vihar Colony
Lajpat Nagar-I New Delhi-110024
Mobile No. 9871742345
Email- ishwar.anand1404@gmail.com

DECLARATION OF INDEPENDENCE BY MR. UDIT BARATHI

7th April 2016

To

The Board of Directors BDR BUILDCON LIMITED

31 Jangpura Road Bhogal New Delhi-110014

Sub : Declaration of independence under sub - section (6) of section 149 of theCompanies Act 2013.

I Udit Barathi hereby certify that I am a Non-executive Independent Director of BDRBuildcon Limited New Delhi and comply with all the criteria of independent director asenvisaged in the Companies Act 2013.

I certify that:

I possess relevant expertise and experience to be an independent director in theCompany;

I am/was not a promoter of the company or its holding subsidiary or associate company;

I am not related to promoters / directors / persons occupying management position atthe board level or level below the board in the company its holding subsidiary orassociate company;

I have/had no pecuniary relationship / transactions with the company its promotersits directors its senior management or its holding subsidiary or associate company ortheir promoters or directors during the two immediately preceding financial years orduring the current financial year;

None of my relatives has or had any pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year; b) is or has beenan employee or proprietor or a partner in any of the three financial years immediatelypreceding the financial year of;

c. a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

d. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

c) holds together with my relatives 2% or more of the total voting power of thecompany; or

d) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or I am not a material supplier serviceprovider or customer or a lessor or lessee of the company; I am not less than 21 years ofage.

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship / transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to such relationship /transactions.

Further I do hereby declare and confirm that the above said information's are true andcorrect to the best of my knowledge as on the date of this declaration of independence andI shall take responsibility for its correctness and shall be liable for fine if anyimposed on the Company its directors if the same found wrong or incorrect in future. Ifurther undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you

Yours faithfully

Sd/-
Udit Barathi
DIN: 01040320
Address: C-628 G. F. Back Portion
Near Gurudwara New Friends Colony
New Delhi-110025
Mobile No. 9871367671
Email- barathi11udit@gmail.com

ANNEXURE "II"

Details as per Section 197(12) of the Companies Act 2013

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year:

Director Ratio to median remuneration
Rajesh Gupta 1.25
Dinesh Gupta 1.25
Renu Gupta* Nil
Udit Barathi* Nil
Ishwar Anand* Nil

*Directors do not receive any remuneration sitting fees or commission from theCompany.

(ii) There is no increase in the remuneration of Directors Chief Financial Officerand Company Secretary during the financial year.

(iii)There is no increase in the median remuneration of employees during thefinancial year.

(iv) The number of employees on the rolls of Company as on 31st March2017 is One (1).

(v) There is no employee other than Company Secretary in the Company so rule5(1)(viii) is not applicable on the Company.

(vi) As per rule 5(1)(xii) The Company affirms that remuneration given is as perthe remuneration policy of the Company.