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Bhanderi Infracon Ltd.

BSE: 538576 Sector: Infrastructure
NSE: N.A. ISIN Code: INE336Q01016
BSE 00:00 | 28 Feb Bhanderi Infracon Ltd
NSE 05:30 | 01 Jan Bhanderi Infracon Ltd
OPEN 118.10
PREVIOUS CLOSE 118.10
VOLUME 1200
52-Week high 118.10
52-Week low 0.00
P/E 37.85
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 118.10
CLOSE 118.10
VOLUME 1200
52-Week high 118.10
52-Week low 0.00
P/E 37.85
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhanderi Infracon Ltd. (BHANDERIINFRA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present Annual Report and the Company's Audited Accountsfor the financial year ended March 31 2018.

1. FINANCIAL RESULTS:

(Amount in Lakhs)

Particulars STANDALONE CONSOLIDATED
2017-2018 2016– 2017 2017-2018 2016– 2017
Sales & other Income 1545.76 1687.71 1550.84 1687.71
Expenditure 1438.20 1612.22 1441.95 1612.22
Profit/(Loss) before tax 107.56 75.49 108.89 75.49
Tax 26.56 22.00 26.56 22.00
Profit/(Loss) after tax 81.00 53.49 82.33 53.49

2. OPERATIONS:

• Standalone Financial Operations:

The total income for the year under review was Rs. 1545.76 Lakhs as compared toRs.1687.71 Lakhs in the previous year. The Company has incurred a profit of Rs. 81.00Lakhs as compared to a Profit of Rs. 53.49 Lakhsin the previous year.

• Consolidated Financial Operations:

The total income for the year under review was Rs. 1550.84 Lakhs as compared to Rs.1687.71 Lakhs in the previous year. The Company has earned a profit of Rs. 82.33 Lakhs ascompared to a Profit of Rs. 53.49 Lakhsin the previous year.

3. DIVIDEND:

Your Directorshave not recommended any dividend for the financial year 201 7-18.

4. DEPOSITS:

Details relating to Deposits:

a. Accepted during the year: NIL

b. Remained unpaid or unclaimed as at the end of the year – NIL

c. Default in repayment of deposits or payment of interest thereon during the year– Not Applicable

d. Deposits not in compliance with the provisions of the Companies Act 2013 –NIL

5. DIRECTORS:

Mrs. Bhumika Patel (DIN No. 06984921) retires by rotation at the forthcoming AnnualGeneral Meeting and has offered herself for re – appointment.

COMPOSITION OF THE BOARD:

The present composition of the Board of the Company is as follows:

Sr. No. Name of Director Designation Category
1 Mr. Dhirubhai Mohanbhai Patel Chairman cum Whole Time Director Promoter
2 Mr. Sunil Dhirubhai Patel Managing Director cum CFO Promoter
3 Mrs. Bhumikaben Patel Non Executive Director Promoter
4 Mr. Mukeshbhai Patel Independent Director Non - Promoter
5 Mr. Ravindra Bhedab Independent Director Non - Promoter
6 Mr. Kalpeshbhai Buha Independent Director Non - Promoter

MEETINGS OF THE BOARD:

Ten Meetings of the Board were held during the financial year. The Board Meeting datesand details of Directorsattendance thereat are as given below:

Sr. No. Date of Board Meeting Total No. of Directors as on the date of the Board Meeting No. of Directors present at the Meeting
1 30.05.2017 6 6
2 14.07.2017 6 6
3 22.07.2017 6 6
4 20.09.2017 6 6
5 15.11.2017 6 6
6 01.12.2017 6 6
7 15.12.2017 6 6
8 23.12.2017 6 6
9 30.01.2018 6 6
10 05.03.2018 6 6

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD AS ON 31STMARCH 2018 :

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

1) Audit Committee:

Audit Committee has been constituted to evaluate and oversee financial reportingprocesses review the financial statements quarterly half yearly/annual financialresults adequacy of internal control systems discussions with the Auditors on anysignificant findings etc.

Composition of the Audit Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Sunil Patel Member Managing Director/ Promoter/CFO
Mr. Dhirubhai Patel(w.e.f. 28th August 2015) Member Whole Time Director/Promoter
Mrs. Bhumikaben Patel(w.e.f. 28th August 2015) Member Non – Executive/Promoter

Meetings of the Audit Committee:

Four Meetings of the Audit Committee were held during the financial year. The AuditCommittee Meeting dates and details of Members attendance thereat are as given below:

Sr. No. Date of Audit Committee Meeting Total No. of Members as on the date of the Audit Committee Meeting No. of Members present at the Meeting
1 30.05.2017 3 3
2 22.07.2017 3 3
3 15.11.2017 3 3
4 30.01.2018 3 3

2) Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors Key Managerial Personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.

Composition of the Nomination & Remuneration Committee

Name of Member Designation Executive Non – Executive / Independent
Mr. Sunil Patel(w.e.f. 02nd June 2016) Member Managing Director/ Promoter/CFO
Mr. Dhirubhai Patel (w.e.f. 02nd June 2016) Member Whole Time Director/Promoter
Mrs. Bhumikaben Patel Member Non – Executive/Promoter

One Meeting of the Committee was held during the year on 30th May 2017. All theMembers of the Committee were present at the Meeting.

3) Stakeholders Relationship Committee (Formerly known as Shareholder's/ Investor'sGrievance Committee) :

The Stakeholders Relationship Committee has been constituted specifically to look intothe redressal of the grievances of the security holders of the Company.

Constitution and terms of reference of the Committee:

Name of Member Designation Non-Executive/Independent
Mr. Sunil Patel(w.e.f. 02nd June 2016) Member Managing Director/ Promoter/CFO
Mr. Dhirubhai Patel Member Chairman cum Whole Time Director/ Promoter
Mr. Kanubhai Bhanderi Member Non – Executive/ Independent

Meetings of the Stakeholders RelationshipCommittee:

Four Meetings of the Stakeholders Relationship Committee were held during the financialyear. The Stakeholders Relationship Meeting dates and details of Members attendancethereat are as given below:

Sr. No. Date of Stakeholders Relationship Committee Meeting Total No. of Members as on the date of the Stakeholders Relationship Committee Meeting No. of Members present at the Meeting
1 30.05.2017 3 3
2 22.07.2017 3 3
3 15.11.2017 3 3
4 30.01.2018 3 3

VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees toreport genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards againstvictimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The Audit Committee of the Board has been entrusted with theresponsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

6. STATUTORY AUDITOR'S:

M/s. S A R A & Associates Chartered Accountants appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held on29th September 2014. They have confirmed that they are not disqualified from continuingas Auditors of the Company. The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer.

7. SECRETARIAL AUDITORS:

Ms. Deepali More Practicing Company Secretary has been appointed as the SecretarialAuditor of the Company for Financial Year 2017-18. The Secretarial Audit Report issued byher has been attached herewith as Annexure A.

Qualification made by the Secretarial Auditor in her report and Management reply to thesame are as follows:

Qualification by the Secretarial Auditor Management reply to the same
Company has not appointed Company Secretary Company is in process of appointing
Company has not appointed Internal Auditors Company is in process of appointing
The composition of the Board and its Committees is not as required under the provisions of the Companies Act 2013 as also the Listing Agreement and/or the SEBI (LODR) Regulations 2015 Company is in process of appointing

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions ofSection 134 (3) (a) of the Companies Act 2013 is attached herewith as Annexure B.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Particulars of loans guarantees given and investments made during the year areprovided in the financial statements forming part of this Annual Report.

10. PARTICULARS OF EMPLOYEES

Disclosure in terms of the provisions of Section 197(12) of the Companies Act 2013read with Rules 5of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is attached herewith as Annexure C.

11. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act 2013 in respect of Corporate SocialResponsibility are not applicable to the Company.

12. RELATED PARTY TRANSACTION:

Details of related party transaction in Form AOC - 2 as per the provisions of Section134 (3) (h) of the Companies Act 2013 are attached herewith as Annexure D.

13. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 Companies (Accounts) Rules 2014 is not applicable in case of the Company.There are no foreign exchange earnings and outgoes in the Company.

15. RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment and takes all measures necessary toeffectively deal with incidences of risk.

16. DIRECTOR'S RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 134 (3) (c) of the Companies Act 2013your Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation ofthe Annual Accounts and there has been no material departure.

b. That 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 or loss of the Company for that period.

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

e. That the Directors had laid down internal financial control which are adequate andwere operating effectively;

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

17. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The Companydoes not have any Subsidiary Joint Venture or Associate Company.

18. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co – operation andsupport extended to your Company by its customers suppliers bankers and variousgovernment agencies. Your Directors also place on record the commitment and involvement ofthe employees at all levels and looks forward to their continued co – operation.

By order of the Board of Directors
Bhanderi Infracon Limited
Sd/- Sd/-
Place: Ahmedabad Dhirubhai Patel Sunil Patel
Date: 30.05.2018 (Director) (Managing Director)
(DIN: 02043847) (DIN No.:00307827)