Directors Report of Bhanderi Infracon Ltd.

Mar 31, 2024

Your Directors are pleased in presenting 20^th Annual Report of Bhanderi Infracon Limited along
with the Company’s Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Sales & other Income	122	279	453	763
Expenditure	66	211	352	677
Profit/(Loss) before tax	57	68	102	86
Tax	(15)	(11)	(20)	(16)
Profit/(Loss) after tax	41	57	82	70

2. COMPANY PERFORMANCE:

Standalone Financial Operations:

During the year under review, the management of the Company made great efforts for generating
revenue. The total revenue from operations for the year under review was Rs.122 Lakhs as
compared to Rs. 279 Lakhs in the previous year. The Profit after Tax (PAT) for the year under
review stands at Rs.41 Lakhs, as compared to Rs.57 Lakhs in the previous year.

Consolidated Financial Operations:

The total consolidated revenue for the year under review was Rs.453 Lakhs as compared to Rs.763
Lakh in the previous year. The Consolidated Profit after Tax (PAT) of the group is Rs.82 Lakhs
as compared to Rs.70 Lakhs in the previous year.

3. DIVIDEND:

Your Directors have decided to retain the profits of the Company into the business with a view to
conserve resources for future growth and expansion and hence they do not recommend any
dividend for the Financial Year ended 31^st March, 2024.

4. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return
of the Company for the Financial Year March 31, 2024 will be uploaded on the website of the
Company and can be accessed at http://www.bhanderiinfracon.com/

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 31^st March, 2024, the Issued, Subscribed and Paid-up Equity Share Capital of the Company
stood at Rs.2,59,66,000 (Rupees Two Crores Fifty Nine Lakhs Sixty Six Thousands Only) divided
into 25,96,600 (Twenty Five Lakhs Ninety Six Thousands Six Hundred Only) Equity Shares of
Rs.10/- (Rupee Ten Only) each.

During the financial year 2023-24, there was no change in the share capital of your Company.

The Company had made an application for listing of pending 5,67,000 shares converted from share
warrant in the financial year 2017-18 and subsequent year to the Bombay Stock Exchange (BSE)
and such application has been rejected by the (BSE). During the year Company has made fresh
application with BSE and same is pending for disposal.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

As on 31^st March, 2024, the Company has 6 (Six) Subsidiaries which are as follows:

• Bhanderi Gandhinagar Projects Private Limited

• Hareram Jems and Exports Private Limited ( Earlier known as Bhanderi Happiness Private
Limited)

• Bhanderi Kathwada Private Limited

• Bhanderi Pethapur Projects Private Limited

• Bhanderi Talod Project Private Limited

• Dharnidhar Developers

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

8. 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

Form DPT - 3 - Transactions by a company not considered as deposit as per rule 2 (1) (c) of the
Companies (Acceptance of Deposit) Rules, 2014 for FY 2023-24 filed with MCA on 27.06.2024.

As on 31^st March, 2024, the composition of the Board of the Company was as follows:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Dhirubhai Patel	Managing Director	Promoter
2	Mrs. Bhumikaben Sunilbhai Patel	Non-Executive Director	Promoter Group
3	Mr. Lokesh Laxmanbhai Dave	Non-Executive Independent Director	Independent
4	Ms. Shreyaben Milankumar Shah	Additional Director -Non¬ Executive	Independent

Mr. Lokesh Laxmanbhai Dave appointed as an Independent Director by the members of the
company in the Annual General Meeting held on 30^th September 2023.

On 3^rd February, 2024, the Board have appointed Ms. Shreyaben Milankumar Shah as an
Additional Director - Independent - Non-Executive for a period of five years subject to the
approval of members at the this Annual General Meeting. The Board recommend her appointment
as an Independent Director.

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of
the Company, Mrs. Bhumikaben Patel (DIN: 06984921), of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and has offered herself for re-appointment
and the Board recommends her re-appointment.

Based on the confirmations received from Directors, none of the Directors disqualified under
Section 164 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from its Independent Directors under Section 149
(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149
(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

10. MEETINGS OF THE BOARD:

During the financial year ended 31^st March, 2024, the Board of Directors met 15 (Fifteen) times
during the financial under review on 17.04.2023, 03.05.2023, 23.06.2023, 28.06.2023 13.07.2023,

02.08.2023 18.08.2023 11.09.2023 06.09.2023, 13.10.2023, 10.11.2023, 01.12.2023, 03.02.2024,

10.01.2024 and 04.03.2024.

With a view to have a more focused attention on business and for better governance and
accountability, the Board has constituted following mandatory committee and their functioning 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 the Company
has constituted Audit Committee. The Audit Committee is responsible to evaluate and oversee
financial reporting processes, review the financial statements, half yearly/annual financial results,
adequacy of internal control systems, discussions with the Auditors on any significant findings,
etc. The board has accepted and taken steps to implement all recommendation of Audit Committee.

On 3^rd February, 2024, the Board have appointed Ms. Shreyanben Milankumar Shah as an
Additional Director - Independent - Non-Executive for a period of five years subject to the
approval of members at this Annual General Meeting.

Composition of the Audit Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Dhirubhai Patel	Managing Director	Promoter
2	Mr. Dhirubhai Bhanderi (Patel)	Whole Time Director	Promoter
3	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
4.	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
5.	Ms. Shreyaben Milankumar Shah	Additional Director - Non¬ Executive	Independent

Meetings of the Audit Committee:

Two Meetings of the Audit Committee were held during the financial year. The Audit Committee
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	23.06.2023	3	3
2	10.11.2023	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 a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

b) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board a policy, relating to the remuneration 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 appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal.

On 3^rd February, 2024, the Board have appointed Ms. Shreyanben Milankumar Shah as an
Additional Director - Independent - Non-Executive for a period of five years subject to the
approval of members at this Annual General Meeting.

Composition of the Nomination & Remuneration Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Dhirubhai Patel	Managing Director	Promoter
2	Mr. Dhirubhai Bhanderi (Patel)	Whole Time Director	Promoter
3	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
4.	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
5.	Ms. Shreyaben Milankumar Shah	Additional Director - Non¬ Executive	Independent

During the year, Three Meetings were held of the Committee on 23.06.2023, 18.08.2023 and
03.02.2024.

c. Stakeholders’ Relationship Committee (Formerly known as Shareholder’s/ Investor’s
Grievance Committee):

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

Constitution of the Committee:

Sr. No.	Name of Director	Designation	Category
1	Mr. Sunil Dhirubhai Patel	Managing Director	Promoter
2	Mr. Dhirubhai Bhanderi	Whole Time Director	Promoter
3	Mrs. Bhumikaben Patel	Non-Executive Director	Promoter Group
4	Mr. Lokesh Dave	Non-Executive Independent Director	Independent
5	Ms. Shreyaben Milankumar Shah	Additional Director - Non¬ Executive	Independent

Meetings of the Committee:

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

During the year, Four Meetings were held of the Committee on 17.04.2023, 13.07.2023,
13.10.2023 and 10.01.2024.

12. RELATED PARTY TRANSACTIONS:

The transactions entered with Related Parties during the financial year 2023-2024 were on an
arm’s length basis and in the ordinary course of business and the provisions of Section 188 of
the Companies Act, 2013 are not attracted. Further, during the year under review, there are no
materially significant related party transactions, which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
not applicable to the Company.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:

During the year under review, there has been no such significant and material order passed by
the regulators or courts or tribunals impacting the going concern status and company’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 as it continues
its primary real estate business. The company has closed down its grocery outlet.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism for enabling the Directors and Employees to
report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the

Company in appropriate or exceptional cases. The Audit Committee of the Board has been
entrusted with the responsibility of overseeing the Vigil Mechanism.

16. CORPORATE SOCIAL RESPONSIBILITY:

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

17. BOARD EVALUATION:

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

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2023 the
applicable accounting standards have been followed and no material departures have been
made from the accounting standards;

b. the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2023 and of the profit or loss of the
Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the 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 control which are adequate and were
operating effectively;

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

19. 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 Reg. No. 120927W) were
appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at
the Annual General Meeting held on September 27, 2019. During the year, S A R A &
Associates Chartered Accountants (Firm Reg. No. 120927W) resigned from the office of
Statutory Auditor w.e.f. 25.10.2023 creating casual vacancy.

The Shareholders appointed M/s. JMT & Associates, Chartered Accountant (FRN 104167W)
in their meeting held on 9^th January 2024 for the financial Year 2023-24 to fill the casual
vacancy created by the resignation of S A R A & Associates, Chartered Accountants. The
Board recommend their re-appointment for a term of five consecutive years from the
conclusion of 20^th Annual General Meeting until the 25^th Annual General Meeting of the
Company to be held in the year 2029. They have confirmed that they are not disqualified
from continuing as 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’ Report does not contain 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 the Statutory
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 2024:

There are no observations made by the Statutory Auditors in their report for the financial year
ended 31^st March 2024.

d) Appointment of Secretarial Auditor for the Financial Year 2023-24:

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with
Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of
Directors of the Company hereby appointed CS Manisha Chindarkar, (COP No.17794)
Practicing Company Secretary as a Secretarial Auditors of the Company for the Financial Year
2023-24 .

e) Secretarial Audit Report for the year ended 31^st March, 2024:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to
obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report
issued by CS Manisha Chindarkar, Practicing Company Secretary in Form MR-3 for the
financial year 2023-24 forms part of this report and attached herewith as “Annexure II”

f) Observations given by Secretarial Auditor in the Secretarial Audit Report for the year
ended 31^st March, 2024:

S. No	Qualification by the Secretarial Auditor	Management reply to the same
1.	Company has not appointed Internal Auditors pursuant to provisions of section 138 of the Companies Act, 2013 and rules made thereunder, for F. Y. 2023-24.	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 and is on a final stage to finalise the same.
2	The Company does not have optimum combination of Board of Directors - Rotational and Non-Rotational Diectors. The company fails to appoint minimum rotational director pursuant to Section 152 (6) of the Companies Act, 2013	The Board is continuously searching for at least one rotational director so as to comply with the section 152(6) of the Companies Act, 2013.
3	There is a difference in the issued capital and listed capital at BSE - Issued capital of the company is 25,96,600 Nos. Equity Shares and Listed capital at BSE is 20,29,600 Nos. Equity Shares; Difference is due to 5,67,000 Nos. of shares which are in physical mode and not yet listed at BSE.	The Company had made an application for listing of pending 5,67,000 shares converted from share warrant in the financial year 2017-18 and subsequent year to the Bombay Stock Exchange (BSE) and such application has been rejected by the (BSE). During the year Company has made fresh application with BSE and same is pending for disposal.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, with respect to a loan,
guarantee, security or investments covered under are disclosed in the Notes to the Financial
Statements.

21. REMUNERATION TO DIRECTORS AND EMPLOYEES

No remuneration paid to any Directors during the year under review. As required under the
provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, there are 15 employees in the
company but they do not fall under the above category, thus no information is given in the
report.

22. CORPORATE GOVERNANCE REPORT:

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

23. 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 for
every individual through various interventions and practices. The Company always
endeavors to create and provide an environment that is free from discrimination and
harassment including sexual harassment. The following is a summary of sexual harassment
complaints received and disposed off during the year:

Number of complaints received : Nil

Number of complaints disposed off : Nil

24. 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 Annual
Report being attached as “Annexure III”.

25. INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct
of its business, including adherence to the Company''s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures. Please refer
Annexure ‘B’ to the Financial Statement.

26. 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 for
Conservation 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 is not
applicable to the Company.

However, it is to be noted that the Company strives to upgrade and update its technology 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 2023-243.

27. COST AUDIT:

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

28. RISK MANAGEMENT POLICY:

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

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).

30. SECRETARIAL STANDARDS:

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

31. ACKNOWLEDGEMENTS:

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

By order of the Board of Directors
For Bhanderi Infracon Limited

Sd/- Sd/-

Place: Ahmedabad Bhumikaben Sunilbhai Sunil Dhirubhai Patel

Date: 02.09.2024 Patel (Managing Director)

( Director) (DIN:00307827)

DIN: 06984921

---

Mar 31, 2016

Dear Members,

The Directors are pleased to present Annual Report and the Company’s Audited Accounts for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars	2015 - 2016	2014 - 15
Sales & other Income	253.71	55.11
Expenditure	246.92	48.17
Profit/(Loss) before tax	6.79	6.95
Tax	(1.78)	(1.50)
Profit/(Loss) after tax	5.01	5.44

2. OPERATIONS:

The total income for the year under review was Rs. 25,371,351/- as compared to Rs. 55,11,169/- in the previous year. The Company has earned a profit of Rs. 5,01,055 /- as compared to Rs. 5,44,309/- in the previous year.

3. DIVIDEND:

Your Directors have not recommended any dividend for the financial year 2015-16.

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 Annual General Meeting and has offered herself for re - appointment.

Mr. Mukeshbhai Patel (DIN No. 07533419), Mr. Ravindra Bhedab (DIN No.07539546) and Mr. Kalpeshbhai Buha (DIN No. 07544660) were appointed as Additional Directors of the Company w.e.f. 09^th July, 2016. Directors have proposed to regularize their appointment at the forthcoming Annual general Meeting.

Mr. Kanubhai Bhanderi (DIN No. 06698850), Mr. Maheshbhai Savaliya (DIN No. 06698871), Mr. Ghanshyambhai Dobariya (DIN No. 06984816) and Mr. Nikunj Chodvadiya (DIN No. 06984886) have resigned from the Directorship of the Company with effect from 30^th May, 2016.

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 (w.e.f. 9th July, 2016)	Independent Director	Non - Promoter
5	Mr. Ravindra Bhedab (w.e.f. 9th July, 2016)	Independent Director	Non - Promoter
6	Mr. Kalpeshbhai Buha (w.e.f. 9th July, 2016)	Independent Director	Non - Promoter
7	Mr. Kanubhai Govindbhai Bhanderi (up to 30th May, 2016)	Independent Director	Non - Promoter
8	Mr. Mahesh Jayantibhai Savaliya (up to 30th May, 2016)	Independent Director	Non - Promoter
9	Mr. Nikunj Chodvadiya (up to 30th May, 2016)	Independent Director	Non - Promoter
10	Mr. Ghanshyam Dobariya (up to 30th May, 2016)	Independent Director	Non - Promoter

MEETINGS OF THE BOARD:

Five Meetings of the Board were held during the financial year. The Board Meeting dates and details of Directors attendance thereat are as given below:

Sr.	Date of Board Meeting	Total No. of Directors as on	No. of Directors present
No.		the date of the Board Meeting	at the Meeting
1	30.05.2015	7	7
2	28.08.2015	7	7

3	09.11.2015	7	7
4	07.12.2015	7	7
5	31.03.2016	7	7

Separate Meeting of the Independent Directors of the Company was held on 31.03.2016. All the Independent Directors of the Company were present at the said Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

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

COMMITTEES OF THE BOARD AS ON 31^st MARCH, 2016:

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 reporting processes, review the financial statements, quarterly, half yearly/annual financial results, adequacy of internal control systems, discussions with the Auditors on any significant findings, etc.

Composition of the Audit Committee:

Name of Member	Designation	Executive, Non - Executive / Independent
Mr. Kanubhai Bhanderi	Chairman	Non - Executive/ Independent
Mr. Sunil Patel	Member	Managing Director/ Promoter/CFO
Mr. Mahesh Jayantilal Savaliya	Member	Non - Executive/Independent
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:

Two Meetings of the Audit Committee were held during the financial year. The Audit Committee 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	30.05.2015	3	3
2	09.11.2015	5	5

2) Nomination & Remuneration Committee:

The Remuneration Policy of the Company envisages as follows:

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

2. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration 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 appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Composition of the Nomination & Remuneration Committee

Name of Member	Designation	Executive, Non - Executive / Independent
Mr. Kanubhai Bhanderi	Chairman	Non - Executive/ Independent
Mrs. Bhumikaben Patel	Member	Non - Executive/ Promoter
Mr. Mahesh Jayantilal Savaliya	Member	Non - Executive/Independent

One Meeting of the Committee was held during the year on 24^th August, 2015. All the Members of the Committee were present at the Meeting.

3) Stakeholders Relationship Committee (Formerly known as Shareholder’s/ Investor’s Grievance Committee) :

The Stakeholders Relationship Committee has been constituted specifically to look into the 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. Mahesh Savaliya	Chairman	Non - Executive/Independent
Mr. Dhirubhai Patel	Member	Chairman cum Whole Time Director/ Promoter
Mr. Kanubhai Bhanderi	Member	Non - Executive/ Independent

Meetings of the Stakeholders Relationship Committee:

Two Meetings of the Stakeholders Relationship Committee were held during the financial year. The Stakeholders Relationship Meeting dates and details of Members attendance 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	No. of Members present at the Meeting
1	30.05.2015	3	3
2	09.11.2015	3	3

VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

BOARD EVALUATION:

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

6. STATUTORY AUDITOR’S:

Board proposes ratification of appointment of the Statutory Auditors of the Company, M/s. S A R A & Associates, Chartered Accountants to hold office till the conclusion of the Fourth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment by Members at every Annual General Meeting. The Notes on financial statement referred to in the Auditors’ Report are self- explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

7. SECRETARIAL AUDITORS:

Ms. Avani S. Popat, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2015-16. The Secretarial Audit Report issued by her has been attached herewith as Annexure A.

Qualification made by the Secretarial Auditor in her report and Management reply to the same 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

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 in accordance with the provisions of Section 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 are provided 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, 2013 read with Rules 5 of 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 Social Responsibility are not applicable to the Company.

12. RELATED PARTY TRANSACTION:

Details of related party transaction in Form AOC - 2 as per the provisions of Section 134 (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 efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

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

The information required under section 134 (3) (m) of the Companies Act, 2013, read with 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 to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and takes all measures necessary to effectively deal with incidences of risk.

16. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this act for safeguarding the 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 and were operating effectively;

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

17. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

18. ACKNOWLEDGEM ENTS:

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

By order of the Board

Sd/-

Place: Ahmedabad Dhirubhai Patel

Date: 31.08.2016 (Chairman)

(DIN No. 02043847)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present Annual Report and the Company''s Audited Accounts for the financial year ended March 31,2014.

1. Financial Results:

Particulars 2013 - 2014 2012 - 2013

Sales & other Income 155.39 7.47

Expenditure 118.02 53.65

Profit/(Loss) before tax 37.37 17.83

Tax (4.94) (4.17)

Profit/(Loss) after tax 32.42 13.66

2. Initial Public offer

The Company has recently successfully completed an Initial Public Offering wherein 5,49,600 Equity Shares of Rs. 10/- each have been issued at a premium of Rs. 110/- per share. The shares of the Company are now listed on the SME Platform of the BSE Limited.

3. Dematerialization of Shares

During the period under review, the Company has entered into Tripartite Agreement with both the depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facility to its Shareholders. For the purpose, the Company has appointed M/s Purva Sharegistry (India) Private Limited as its registrar and Share Transfer Agent.

4. Preferential issue

During the year under issue, the Company has also issued 3,89,100 Equity Shares of Rs. 10/- each at a premium of Rs. 115/- per Equity Share on Preferential Basis to Mr. Sunil Patel. The said shares have been issued on partial conversion of unsecured loan extended by him to the Company.

5. Dividend:

During the Financial year ended 2013 - 14, the Company had not declared any dividend.

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the year under review, the company has changed its registered office from Bileshwar Indl. Estate, Opp. Gumm, Nr. AMC Octrol, Odhav, Ahmedabad to B/12, Jabuka Complex, Nr. Bajrang Ashram, Below Vikas School, NH - 8, Thakkar Bapanagar, Ahmedabad - 382350.

7. APPOINTMENT OF DIRECTORS:

During the year under review:

1. Mr. Rohit Thumar was appointed as an Independent Director of the Company on 24th May, 2013 and Mr. Mahesh Savaliya and Mr. Kanubhai Bhanderi were appointed as independent Director with effect from 24th September, 2013;

2. Mr. Sunilbhai Patel and Mr. Dhirubhai Patel were appointed as Managing Director and Whole Time Director respectively with effect from 23rd December, 2013;

3.Kishore M. Patel resigned as Director with effect from 24th May, 2013

At the forthcoming Annual General Meeting, the following changes are proposed to be made in the Directors of the Company:

4.Fixation of tenure of appointment of the Independent Directors of the Company, Mr. Mahesh Savaliya and Mr. Kanubhai Bhanderi upto 31st March, 2019;

5.Appointment of Mr. Rohit Thumar, who is presently an Independent Director of the Company as the Whole Time Director of the Company with effect from 1st October,2014

6.Appointment of Mr. Ghanshyam L. Dobaria and Mr. Nikunj Chodvadiya as Independent Directors of the Company for a tenure commencing from the conclusion of the forthcoming Annual General Meeting upto the conclusion of the 15th Annual General Meeting.

7.Change in terms of appointment of Mr. Sunil Patel, Managing Director and Mr. Dhirubhai Patel,Whole Time Director.

8. Appointment of Mrs. Bhumikaben Patel as a Non Executive Director of the Company.

9. Mr. Mustafa Shabbir Badami was appointed as the Company Secretary of the Company w.e.f. 2nd April, 2014 and he has resigned w.e.f. 31st August, 2014.

8. AUDITORS:

The present statutory Auditors of the Company M/s. S A R A & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required from M/s. S A R A & Associates, Chartered Accountants, confirming their eligibility and willingness to act as a Statutory Auditors, if re -appointed. The Members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the 15th Annual General Meeting.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance to the requirements of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

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

b. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of this act for safeguarding the 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.

10. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees attracting the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

11. ENERGY CONVERSATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not applicable in case of the Company. There are no foreign exchange earnings and outgoes in the Company.

12. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by the SEBI. The report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholding information and certificate from Practicing Company Secretary on its compliance, forms a part of this Annual Report.

13. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management Discussions and analysis report for the year under review, as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in the separated section forming part of the Annual Report.

14. ACKNOWLEDGMENTS:

The Board of Directors expresses their deep gratitude for the co - operation and support extended to your company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co - operation.



Sd/- Sd/-

Place: Ahmedabad Sunil Patel Dhirubhai Patel Date: 01.09.2014 (Managing Director) (Whole time Director) (DIN No. 00307827) (DIN No. 02043847)