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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 69.88
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 69.88
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 presenting15thAnnual Report of BhanderiInfracon Limited along with the Company's Audited Financial Statements for the financialyear ended March 31 2019.

1. FINANCIAL RESULTS: (Amount in Lakhs)

Particulars

STANDALONE

CONSOLIDATED

2018-2019 2017-2018 2018-2019 2017-2018
Sales & other Income 771.95 1545.76 771.95 1550.84
Expenditure 715.82 1438.20 718.61 1441.95
Profit/(Loss) before tax 56.13 107.56 53.34 108.89
Tax 12.22 26.56 12.23 26.56
Profit/(Loss) after tax 43.91 81.00 41.12 82.33

2. OPERATIONS:

Standalone Financial Operations:

The total income for the year under review was Rs. 771.95 Lakhs as compared toRs.1545.76 Lakhs in the previous year. The Profit of the Company for the year under reviewis Rs. 43.91 Lakhs as compared to Rs. 81.00 Lakhs in the previous year.

Consolidated Financial Operations:

The total income for the year under review was Rs. 771.95 Lakhs as compared to Rs.1550.84 Lakhs in the previous year. The Consolidated Profit of the group is Rs. 41.12Lakhs as compared to Rs. 82.23 Lakhs in the previous year.

3. DIVIDEND:

In order to preserve the funds for future growth your Directors have not recommendedany dividend for the financial year 2018-19.

4. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Format MGT-9 as required under Section 92 of theCompanies Act 2013 has been enclosed with this Report as "Annexure I".

5. AMOUNTS TRANSFERRED TO RESERVES:

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

6. SHARE CAPITAL

As on 31st March 2019 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.

7. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31stMarch 2019 the Company has 5 (Five) Subsidiaries which are asfollows:

- Bhanderi Gandhinagar Projects Pvt Ltd

- Bhanderi Happiness Private Limited

- Bhanderi Kathwada Projects Private Limited

- Bhanderi Pethapur Projects Pvt Ltd

- Bhanderi Talod Project Pvt Ltd.

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

8. DEPOSITS:

Details relating to Deposits: a. Accepted during the year: NIL b. Remained unpaid orunclaimed as at the end of the year – NIL c. Default in repayment of deposits orpayment of interest thereon during the year – Not Applicable d. Deposits not incompliance with the provisions of the Companies Act 2013 – NIL

9. 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 15th Annual General Meeting of theCompany and being eligible offer herself for re-appointment and the Board recommends herre-appointment. During the year Mr. Mukeshbhai Patel has resigned from the Board w.e.f.15th February 2019.

During the year the term of Mr. Sunil Patel and Dhirubhai Bhanderi as ManagingDirector and Whole-time Director respectively has expired on 22nd December2018. In the Board Meeting held on 15th November 2018 Board agreed tore-appoint Mr. Sunil Patel as Managing Director for another term of 5 years subject toapproval of Members in the General Meeting. Therefore the resolution for re-appointment ofMr. Sunil Patel as Managing Director forms part of the Notice of the Annual GeneralMeeting for another term beginning from 23rd December 2018 to 22ndDecember 2023.

Further in the same Board Meeting dated 15th November 2018 the Boarddecided to re-appoint Mr. Dhirubhai Bhanderi as Whole-time Director for another term of 5years beginning from 23rd December 2018 to 22nd December 2023subject to approval of Members in the General Meeting. The resolution for re-appointmentof Mr. Dhirubhai Bhanderi as Whole-time Director forms part of the Notice of the AnnualGeneral Meeting.

COMPOSITION OF THE BOARD:

As on 31st March 2019 the composition of the Board of the Company was asfollows:

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. Ravindra Bhedab Independent Non – Executive Director Non - Promoter
5 Mr. Kalpeshbhai Buha Independent Non – Non - Promoter
Executive Director

MEETINGS OF THE BOARD:

During the financial year ended 31st March 2019 6 (Six) Meetings of theBoard were held during the financial year. The Board Meeting dates and details ofDirectors attendance thereat are as given below:

Date of Board Meeting Total No. of Directors as on the date of the Board Meeting No. of Directors present at the Meeting
1 30.05.2018 6 6
2 24.07.2018 6 6
3 23.10.2018 6 6
4 15.11.2018 6 6
5 03.01.2019 6 6
6 15.02.2019 6 6

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has 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.

11. COMMITTEES OF THE BOARD AS ON MARCH 31 2019:

Board has constituted the following three Committees: 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 theCompany constituted Audit Committee. The Audit Committee is responsible to evaluate andoversee financial reporting processes review the financial statements quarterly halfyearly/annual financial results adequacy of internal control systems discussions withthe Auditors on any significant findings etc. The board has accepted and taken steps toimplement all recommendation of Audit Committee.

Composition of the Audit Committee:

Name of Member Designation Executive Non – Executive / Independent
Mr. Ravindra Bhedab Chairperson Non-Executive/ Independent
Mr. Sunil Patel Member Managing Director/Promoter
Mr. Kalpeshbhai Buha Member Non – Executive/Independent

The Board in its Meeting held on 30.05.2018 re-constituted the Committee in accordancewith Companies Act 2013.

Meetings of the Audit Committee:

Four (4) 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 30.05.2018 3 3
2 24.07.2018 3 3
3 15.11.2018 3 3
4 15.02.2019 3 3

b. Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

1. 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.

2. 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;

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 be appointedin management in accordance with the criteria laid down and recommend to the Boardappointment and removal.

Composition of the Nomination & Remuneration Committee

Name of Member Designation Executive Non – Executive / Independent

Mr. Kalpeshbhai Buha Chairperson Non-Executive/ Independent Mr. Ravindra Bhedab MemberNon-Executive/ Independent Mrs. Bhumikaben Patel Member Non – Executive/Promoter

During the year one Meeting was held of the Committee was held on 15.11.2018.

The Board in its Meeting held on 30.05.2018 re-constituted the Committee in accordancewith Companies Act 2013.

c. 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:

Name of Member Designation Non-Executive/Independent
Mr. Ravindra Bhedab Chairperson Non – Executive/ Independent
Mr. Sunil Patel Member Managing Director/ Promoter/CFO
Mr. Dhirubhai Patel Member Chairman cum Whole Time Director/ Promoter

The Board in its Meeting held on 30.05.2018 re-constituted the Committee in accordancewith Companies Act 2013.

Meetings of the Stakeholders Relationship Committee:

Relationship Four (4) Meetings of the Stakeholders Committee were held during thefinancial year. The Stakeholders Relationship Meeting dates and details of Membersattendance thereat 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
1 30.05.2018 3
2 24.07.2018 3
3 15.11.2018 3
4 14.02.2019 3

12. 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-III".

13. 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.

14. CHANGE IN THE NATURE OF BUSINESS:

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

15. REPORTING OF FRAUDS

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 thereunder.

16. 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.

17. 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.

18. 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.

19. 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 forthe financial year ended March 31 2019 the applicable accounting standards have beenfollowed and no material departures have been made from the accounting standards; b. theDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit or loss ofthe Company for that period; c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. the Directors had prepared the annualaccounts on a going concern basis. e. the Directors had laid down internal financialcontrol which are adequate and were operating effectively; f. the Directors had devisedproper systems to ensure compliance with provisions of all applicable laws and that suchsystems were adequate and operating effectively.

20. STATUTORY AUDITOR & AUDIT REPORT:

M/s. S A R A & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years at the Annual GeneralMeeting held on September 29 2014 to hold office upto ensuing Annual General Meetingafter which their term shall expire and they will be eligible for another term of 5 (five)years. The resolution for re-appointment of M/s. S A R A& Associates CharteredAccountants for another term shall be placed before the Members for their approval. Theyhave confirmed that they are 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.

21. SECRETARIAL AUDITORS:

Ms. Deepali More Practicing Company Secretary has been appointed as the SecretarialAuditor of the Company for Financial Year 2018-19. The Secretarial Audit Report issued byher has been attached herewith as "Annexure IV". Qualifications made by theSecretarial Auditor in her report and Management reply to the same are as follows:

Company

Qualification by the Secretarial Auditor Company has not appointed Company Secretary Company has not appointed Internal Auditors Management reply to the same Company has appointed Company Secretary w.e.f. 08.05.2019. Company is in process of appointing
Company has designated Mr. Sunil Patel Managing Director as CFO but has not filed relevant Form for the same Since Mr. Sunil Patel was handling entire operational and financial part of the Company himself hence he was designated as CFO. The Company is in process of separating positions of CFO & MD and is process of appointing suitable candidate for the post of Chief Financial Officer

22. 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 notes to theFinancial Statements.

23. 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 V".

24. 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.

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:

There is no case filed during the Financial Year under the said Act hence the Companyhas no details to offer.

26. 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 VI".

27. 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.

28. 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.

29. 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.

30. 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.