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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 129.78
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 129.78
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 in presenting 17thAnnual Report of BhanderiInfracon Limited along with the Company's Audited Financial Statements for thefinancial year ended March 31 2021.

1. FINANCIAL RESULTS:

Particulars

STANDALONE

CONSOLIDATED

2020-21 2019-2020 2020-21 2019-2020
Sales & other Income 244.27 554.65 503.27 626.70
Expenditure (217.34) (526.30) 461.37 592.25
Profit/(Loss) before tax 26.92 28.35 41.89 34.44
Tax (7.8) (10.50) 11.67 (10.67)
Profit/(Loss) after tax 19.12 17.85 30.22 23.77

2. COMPANY PERFORMANCE:

Standalone Financial Operations:

During the year under review despite of COVID-19 pandemic global crisis from December2019 the management of the Company made great efforts for generating revenue .The totalrevenue from operations for the year under review was 244.27 Lakhs(Twenty Four Crore fortytwo lakh) as compared to Rs. 554.65 (Five Crore Fifty four lakh and sixty five thousand)inthe previous year. The Profit after Tax (PAT) for the year under review stands atRs.19.12(Nineteen Lakh Twelve thousand) as compare to Rs17.85 (Seventeen lakhs and eightyfive thousand only) in the previous year.

Consolidated Financial Operations:

The total consolidated revenue for the year under review was Rs. 503.27 Lakhs(FiveCrore Three Lakh twenty thousand) as compared to Rs. 626.70(Six crore twenty six lakh andseventy thousand) in the previous year. The Consolidated Profit after Tax (PAT) of thegroup isRs.(Thirty Lakh twenty two thousand)as compared to Rs23.77(Twenty three lakh andseventy seven thousand) in the previous year.

3. BUSINESS OVERVIEW:

Company is engaged in the business of development of the infrastructure activity anddevelopment of the commercial activities.

4. DIVIDEND:

Your Directors have decided to retain the profits of the Company into the business witha view to conserve resources for future growth and expansion and hence they do notrecommend any dividend for the Financial Year ended 31st March 2021.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the Financial Year March 31 2021 is uploaded on thewebsite of the Company and can be accessed at http://www.bhanderiinfracon.com/

6. AMOUNTS TRANSFERRED TO RESERVES:

Yours directors do not recommend transfer of any amount out of profits to the reserves.

7. SHARE CAPITAL

As on 31st March 2021 the Issued Subscribed and Paid-up Equity ShareCapital of the Company stood at Rs. 25966000 (Rupees Two Crores Fifty Nine Lakhs SixtySix Thousands Only) divided into 2596600 (Twenty Five Lakhs Ninety Six Thousands SixHundred Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each.

During the financial year 2020-21 there was no change in the share capital of yourCompany.

8. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31st March 2021 the Company has 5 (Five) Subsidiaries which are asfollows:

BhanderiGandhinagar Projects Private Limited Bhanderi Happiness Private LimitedBhanderiKathwada Private Limited BhanderiPethapur Projects Private Limited BhanderiTalodProject Private Limited

Statement containing salient features of the financial statement of SubsidiaryCompanies in Form AOC-1 forms part of this Annual Report as Annexure - I.

9. 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

10. DISCLOSURES UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSON:

In accordance with the provisions of Companies Act 2013 and as per Articles ofAssociation of the Company Mrs. Bhumika Patel (DIN: 06984921) Director of the Company isliable to retire by rotation at the ensuing 17th Annual General Meeting of theCompany and being eligible offer herself for re-appointment and the Board recommends herre-appointment. Pursuant to Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("LODR Regulations") and Secretarial Standard 2issued by the Institute of Company Secretaries of India her details forms part of theNotice convening the 17th Annual General Meeting.

COMPOSITION OF THE BOARD:

As on 31st March 2021 the composition of the Board of the Company was asfollows:

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 Promoter
3 Mrs. Bhumikaben Patel Non Executive Director Promoter
4 Mr. RavindraBhedab Independent Non – Executive Director Non - Promoter
5 Mr. KalpeshbhaiBuha Independent Non – Executive Director Non - Promoter

 

*Mr. RavindraBhedab and Mr. KalpeshbhaiBuha resign from the office wef 08.07.2021.

12. MEETINGS OF THE BOARD:

During the financial year ended 31st March 2021 Eight(8)Meetings of theBoard were held during the financial year. The Board Meeting dates and details ofDirectors attendance thereat are as given below:

Sr. No Date of Board Meeting Venue and time of the Meeting No. of Directors present at the Meeting Directors to whom leave of absence was granted
1. 19/06/2020 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 05.30 P.M 3 NA
2. 01/07/2020 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
3. 07/07/2020 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
4. 28/10/2020 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
5 31/12/2020 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
6 29/01/2021 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
7 12/02/2021 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA
8 25/02/2021 B/12 Jabuka Complex Nr. Bajrang Ashram Below Vikas School NH - 8 ThakkarBapanagar Ahmedabad 382350 at 04.00 P.M 3 NA

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has not received necessary declaration from its Independent Directors underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as Independent Directors havealready resigned due to completion of their term effective from 08th July2021. Company is in process to appoint new Independent Directors and searching for rightcandidates.

14. COMMITTEES OF THE BOARD AS ON MARCH 31 2021:

With a view to have a more focused attention on business and for better governance andaccountability the Board has constituted following mandatory committee and theirfunctioning is reviewed from time to time.

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

a. Audit Committee:

In terms of section 177(2) read with section 134(3) of the Companies Act 2013 of theCompany has constituted Audit Committee. The Audit Committee is responsible to evaluateand oversee financial reporting processes review the financial statements quarterlyhalf yearly/annual financial results adequacy of internal control systems discussionswith the Auditors on any significant findings etc. The board has accepted and taken stepsto implement all recommendation of Audit Committee.

Composition of the Audit Committee:

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 Promoter
3 Mrs. Bhumikaben Patel Non Executive Director Promoter

Meetings of the Audit Committee:

4 (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 19/06/2020 3 3
2 07/07/2020 3 3
3 28/10/2020 3 3
4 12/02/2021 3 3

b. Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

a) Remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

b) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;

c) Formulation of criteria for evaluation of Independent Directors and the Board;

d) Devising a policy on Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Composition of the Nomination & Remuneration Committee:

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 Promoter
3 Mrs. Bhumikaben Patel Non Executive Director Promoter

During the year one Meeting was held of the Committee was held on 19. 06.2020c. Stakeholders' Relationship Committee (Formerly known as Shareholder's/

Investor's Grievance 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:

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 Promoter
3 Mrs. Bhumikaben Patel Non Executive Director Promoter

Meetings of the Stakeholders Relationship Committee:

4 (four) Meetings of the Stakeholders Committee were held during the financial year.The Stakeholders Relationship Meeting dates and details of Members attendance thereat areas 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 19/06/2020 3 3
2 07/07/2020 3 3
3 28/10/2020 3 3
4 12/02/2021 3 3

15. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during thefinancial year under review were on arms' length basis and in the ordinary course ofbusiness. The details with respect to related party transaction in Form AOC-2 are set outin "Annexure-II".

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS:

During the year under review there has been no such significant and material orderpassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

17. CHANGE IN THE NATURE OF BUSINESS:

During the year there is no change in the nature of the business of the Company.

18. 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 against victimization of persons who use the VigilMechanism;and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases. The Audit Committee of the Board hasbeen entrusted with the responsibility of overseeing the Vigil Mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

20. 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.

21. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the Companies Act 2013 yourDirectors after due inquiry confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and no material departureshave been made from the accounting standards;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit orloss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e. the Directors had laid down internal financial control which are adequate and wereoperating effectively;

f. the Directors had devised proper systems to ensure compliance with provisions of allapplicable laws and that such systems were adequate and operating effectively.

22. AUDITORS & THEIR REPORT:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditor:

M/s. S A R A & Associates Chartered Accountants (Firm RegNo. 120927W) wereappointed as Statutory Auditors of the Company for a term of 5 (five) consecutive yearsat the Annual General Meeting held on September 27 2019. They have confirmed that theyare not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

b) Details of Frauds Reported by Auditor:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed there under.

c) Observations of Statutory Auditors on accounts for the year ended 31st March 2021:

There are no observations made by the Statutory Auditors in their report for thefinancial year ended 31st March 2021.

d) Appointment of secretarial auditors for the Financial year 2020-21:

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act 2013read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 theBoard of Directors of the Company hereby appointed Mr. Amit Mundra (Membership No.7933)Practicing Company Secretaryas a Secretarial Auditors of the Company for the FinancialYear 2020-21 on such remuneration as may be decided by the Board in consultation with theSecretarial Auditor.

e) Secretarial Audit Report for the year ended 31st March 2021:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial AuditReport issued by Mr. Amit Mundra (Membership No.7933) Practicing Company Secretary inform MR-3 for the financial year 2020-21 forms part of this report and attached herewithas "Annexure III"

f) Observations given by Secretarial Auditor is the Secretarial Audit Report for theyear ended 31st March 2021:

Sno Qualification by the Secretarial Management reply to the same
Auditor
1. Company has not appointed Internal Auditors Pursuant to section 138 of the Companies Act2013 The Board of Directors would like to inform you that Directors were in constant search for a Internal Auditor that would fit the position of Internal Auditor. But they are unable to find the suitable candidate to fill the position.
2. Company has not appointed Company Secretary pursuant to section 203 of the Companies Act2013 The Board would like to inform you that they were in constant search for a Qualified Company Secretary that fits the position of Company Secretary and Compliance Officer. But your Directors were unable to find any suitable candidate for the post during the Financial Year 2020-21
3. Company fails to convene the Annual General Meeting in the year 2020 The Board would like to inform you that Company has decided to convene the Annual General Meeting on 30th September for which respective notice and disclosure is already to Stock Exchange.
Due to global pandemic Covid-19 Registrar of the Companies extended the timelines for holding the Annual General Meeting upto 31st December2020 The Company applied for the extension of Annual General Meeting to the Registrar.
But due to unforeseeable circumstances the company was unable to hold the meeting on 31st December2020 and thus company hold its Annual General Meeting on 22nd February2021for the Financial year 2019-20.
The company has applied for compounding for default in convening AGM within the time limit and awaiting for order from concerned ROC/RD/Ministry.
Further the Company has received a mail from Registrar of Company stating the Amount of Penalty levied for not convening the AGM.The management shall decided to pay the Penalty soon and make the default good.
4. The Board Fails to maintain Proper Combination of Executive and Non _Executive Director (Rotational/Non Rotational Directors) The Board is in continuously searching for atleast 1 rotational Director so as to comply with the Section 152(6) of the Companies Act2013.
5. The composition of the Audit Committee and Nomination and Remuneration committee is not proper as there is no Independent Director in the Committee. The Board is in continuously searching for Independent Director so that composition of the committee shall be proper as per section 177 and 178 of the Companies Act2013.

23. REVISION OF THE FINANCIAL STATEMENT OF THE COMPANY/THE REPORT

OF THE BOARD:

The Financial Statement of the Company/Directors Report has not been revised during thefinancial year 2020-21 as per Section 131 of Companies Act 2013.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act 2013 with respect to aloan guarantee security or investments covered under are disclosed in the Note No. 9 tothe Financial Statements.

25. 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 "AnnexureIV".

26. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these matters during financialyear 2020-21:

A. Issue of Share :

a) Issue of equity shares with differential rights as to dividend voting orotherwise.

b) Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

B. Details of Remuneration drawn by Managing Director /Whole Time

Director: c) Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries or anyMaterial Subsidiary.

C. Shareholding Pattern of the Company:

27. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS &

COURTS:

There is no significant and material orders have been passed by any regulators orcourts or tribunals against the Company impacting the going concern status and Company'soperations in future.

28. CORPORATE GOVERNANCE REPORT:

The Company has been exempt from reporting on corporate governance as per Regulation 15of SEBI (Listing Obligation and Disclosure requirements) Regulations 2015. ThereforeCorporate Governance Report is not attached.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from

discrimination and harassment including sexual harassment. There were no complaint hasbeen received pertaining to sexual harassment during the Financial year 2020-21.

30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of this AnnualReport being attached as "Annexure V".

31. 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.

32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies as per Rule 8 of Companies(Accounts) Rules 2014 are as follows:

1. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY:

The activities carried out by your Company are not energy intensive. Hence no step forConservation of Energy is required to be taken by the Company.

2. B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION:

Rule 8 of The Companies (Accounts) Rules 2014 relating to the Technology absorption isnot applicable to the Company.

However it is to be noted that the Company strives to upgrade and update itstechnology in order to provide better services to all its stakeholders.

3. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no Foreign Exchange Earnings and outgo during the Financial Year 2020-21.

33. COST AUDIT:

Section 148(1) of the Companies Act 2013 with respect to maintenance of Cost recordsis not applicable to your Company.

34. 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.

35. IMPACT OF COVID – 19:

The Company has assessed the impact of Lockdown due to COVID-19 & consequenteconomic slowdown on business operations revenue cash flows and other financialparameters as on 31st March 2021. The Company has concluded that the impact of COVID-19is not material. Due to the nature of the pandemic the Company will continue to monitordevelopments to identify significant uncertainties relating to revenue in future periods.

36. SECRETARIAL STANDARDS:

During the year under review Company has complied with all the applicable provisionsof secretarial standards issued by the Institute of Company Secretaries of India.

37. 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
BhanderiInfracon Limited
Sd/- Sd/-
Dhirubhai Patel Sunil Patel
(Chairman & Whole (Managing Director)
Time Director) (DIN:00307827)
(DIN: 02043847)

Place: Ahmedabad

Date: 07/08/2021

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