Directors Report of Bhanot Construction & Housing Ltd.

Mar 31, 2014

To the Members,

The Directors are pleased to present tfieir 37* Annual Report together with the audited Statements of Accounts of the company and the report of the auditors thereon for the year ended 31st March, 2014.

FINANCIAL RESULTS

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013 (Rs,/ Lacs) (Rs. / Lacs)

Total Income 1024.54 5,958.38

Profit before Depredation & Tax (190.64) 168.5

Depredation 149.08 143.44

Profit before Tax (339.84) 25.06

Provision for Tax

Current Year: - 2.02

MAT Credit; - (2.02)

Deferred Tax Asset 10.77 3.56

Profit after Tax (329.07) 21.50

Surplus carried to Balance Sheet 540.14 869.20



As compared to the previous year, the there is dedine during the year in -Turnover by 82.5%; Company incur loss during this year. Your Directors hope for better results in the coming years hi terms of turnover, profitability and overall growth of the company.

The effort by your management towards cost control, timely execution of projects with utmost emphasis on safety and quality shall continue unabatedly.

DWIDEND * ''

In order to conserve the resources for future finandal needs of the Company, your Directors express their inability to recommend payment of dividend for the year 2013-14.

FIXED DEPOSITS

Directors of the Company wish to thank the general public who have deposited in the public deposit schemes of the Company. Public Deposits of the Company as on 31.03.2014 were Rs.64.89 lacs as compared to the previous year figure of Rs. 298.20 lacs.

MATERIAL CHANGES

There are no material changes and commitments, affecting the finandal position of the Company between the end of financial period and the date of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Assodation of the Company, Mr. Deepak Vijay Bakshi and Mr. Surender Kumar Vasudeva, Directors of the Company, retire by rotation and are eligible for re-appointment subject to approval of the members.

_ DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

ii) The appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 of the company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s Dhamija Sukhija & Co., Chartered Accountants, who are Auditors of your Company retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limit u/s 139 of the Companies Act, 2013 and the Rules framed there under. Their appointment has been recc>mmerKled by the AucTit Committee of the Board.

AUDITORS''REPORT

The Auditors have pointed out at SI. No. 11 of the Annexure to Auditors'' Report that the Company has defaulted in repayment of dues to Financial Institutions /Banks as per details given below:

Bank Amount Unpaid (Rs. In lacs) Due For The Month

Loan From ICICI Bank (4345) 11.05 March-14

Loan From ICICI Bank (4342) 10.72 February - 14 & March -14

Loan From ICICI Bank (4343) 5.02 March -14

HDFC Loan 12.02 March-14

HDFC (Home Equity) 15.06 February -14 & March -14

TATA Capital (Skoda) 7.26 March-14

S. E. Investment Limited 68.06 February-14 (Had To Be Closed On)

Total 129.19

The delays in repayment of above amount to the Financial Institutions / Banks have occurred due to financial constraints and inadequate cash inflow.

Save and except the above the Auditor''s Report does not contain any adverse remark or qualification, hence the same do not call for further information or explanation.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEES RELATIONS

The employee- management relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and Executives of the Company at all levels.

CORPROATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Delhi Stock Exchange Limited, Corporate Governance Report as well as Corporate Governance Compliance certificate received from Mrs Jyoti Jain, Practicing Company Secretary is annexed as part of the Annual Report The Corporate Governance Report, interalia, contains details of Audit Committee of Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate Section on Management Discussion and Alarysis is annexed to and form part of this Annual Report

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed oh the Delhi Stock Exchange Limited (DSE) and on Bombay Stock exchange (BSE) .

DEMATERIAUSATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Your Company does not have any manufacturing facility hence the requirements pertaining to conservation of energy are not applicable under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Further, your Company is not using any foreign technology.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from various Departments of the Central and the State Governments, the Company''s Bankers,

financial Institutions, Investors, business associates and the vendors fix their continued support to the Company and to the Shareholders for the confidence reposed in the Company. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

Place: New Delhi For and on behalf of the Board Dated: 30.05.2014

Sd/- (R.D. Bhanot) Chairman DIN: 00032273

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Mar 31, 2013

To the Members,

The Directors are pleased to present their 36th Annual Report together with the audited Statements of Accounts of the company and the report of the auditors thereon for the year ended 31st March, 2013.

FINANCIAL RESULTS

PARTICULARS YEAR ENDED YEAR ENDED

31.03.2013 31.03.2012 (Rs./ Lacs) (Rs. / Lacs)

Total Income 5,958.38 12290.27

Profit before Depreciation &Tax 168.50 596.45

Depreciation 143.44 121.64

Profit before Tax 25.06 474.80

Provision for Tax

Current Year 2.02 94.99

MAT Credit (2.02) -

Deferred Tax 3.56 34.07

Profit after Tax 21.50 345.74

Surplus carried to Balance Sheet 869.20 847.70



As compared to the previous year, there is a decline in - Turnover by 52%; Profit Before Tax 95%; and Net Profit 94%, of the Company.

Your Directors hope for better results in the coming years in terms of turnover, profitability and overall growth of the company.

The efforts by your management towards cost control, timely execution of projects with utmost emphasis on safety and quality shall continue unabatedly.

DIVIDEND

In order to conserve the resources for future financial needs of the Company, your Directors express their inability to recommend payment of dividend for the year 2012-13.

FIXED DEPOSITS

Directors of the Company wish to thank the general public who have deposited in the public deposit schemes of the Company. Public Deposits of the Company as on 31.03.2013 were Rs.298.20 lacs as compared to the previous year figure of Rs. 212.02 lacs. There were 10 deposits aggregating to Rs.8.80 lacs which matured during the year but remained unclaimed as on 31.03.2013.

Save and except the above, there were no deposits which matured during the year but remained unpaid as on 31.03.2013.

MATERIAL CHANGES

During the year, 3,50,000 equity shares of Rs.10/- each of the Company were allotted to some of the promoters on preferential basis at a premium of Rs.38/- per share.

Except the above, there are no material changes and commitments, affecting the financial position of the Company between the end of financial period and the date of this Report.

The Term of Appointment of MR. R.D. Bhanot as Managing Director of The Company Expires on 30.09.2013. Subject to Approval of Members, It Is Proposed to Appoint Him For A further Period Of 3 year w.e.f. 01.10.13.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Arun Soni and Mr. Surender Kumar Vasudeva, Directors of the Company, retire by rotation and are eligible for re-appointment subject to approval of the members.

The term of appointment of Mr R.D Bhanot as Managing Director of the Company expires on 30.09.2013. Subject to approval of Mambers, it is proposed to appoint him for a further period of 3 years w.e.f. 01.10.2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 of the company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis. AUDITORS

M/s Dhamija Sukhija & Co., Chartered Accountants, who are Auditors of your Company retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limit u/s 224 (IB) of the Companies Act, 1956. Their appointment has been recommended by the Audit Committee of the Board.

AUDITORS'' REPORT

The Auditors have pointed out at SI. No. 11 of the Annexure to Auditors'' Report that the Company has defaulted in repayment of dues to Financial Institutions / Banks as per details given below :

Bank Amount Unpaid (Rs.)

HDFC Home equity Loan 1,25,552.00

Kotak Mahindra Prime Ltd. 1,24,288.00

SE Investment Ltd. 52,72,500.00

Total 55,22,340.00

The delays in repayment of above amount to the Financial Institutions / Banks have occurred due to financial constraints and inadequate cash inflow.

Save and except the above the Auditor''s Report does not contain any adverse remark or qualification, hence the same do not call for further information or explanation.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEES RELATIONS

The employee - management relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and Executives of the Company at all levels.

CORPROATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited, Corporate Governance Report as well as Corporate Governance Compliance certificate received from Shri R.S. Bhatia, Practicing Company Secretary is annexed as part of the Annual Report. The Corporate Governance Report, interalia, contains details of Audit Committee of Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate Section on Management Discussion and Alalysis is annexed to and form part of this Annual Report.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Delhi Stock Exchange Limited (DSE) and the same were listed on Bombay Stock Exchange (BSE) on 21st November, 2012.

Listing fee for the year 2012-13 has been paid to BSE and DSE.

Annual Custody Fee for the year 2012-13 has been paid to National Securities Depository Limited and Central Depository Services (India) Limited.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Your Company does not have any manufacturing facility hence the requirements pertaining to conservation of energy are not applicable under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Further, your Company is not using any foreign technology.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Particulars Year ended 31.03.2013 Year ended 31.03.2012

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from various Departments of the Central and the State Governments, the Company''s Bankers, Financial Institutions, Investors, business associates and the vendors for their continued support to the Company and to the Shareholders for the confidence reposed in the Company. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.



By Order of the Board of Directors

BHANOT CONSTRUCTION AND HOUSING LIMITED

Place : New Delhi (R.K. SAPRA)

Date : 30.05.2013 Company Secretary

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Mar 31, 2012

To the Members,

The Directors are pleased to present their 35th Annual Report together with the audited Statements of Accounts of the company and the report of the auditors thereon for the year ended 31 st March, 2012.

FINANCIAL RESULTS

PARTICULARS YEAR ENDED 31.03.2012 YEAR ENDED 31.03.2011 (Rs./Lacs) (Rs./Lacs)

Total Income 12,290.27 11,372.45

Profit before Depreciation & Tax 596.45 472.94

Depreciation 121.64 115.58

Profit before Tax 474.81 357.36

Provision for Tax

Current Year 95.00 70.82

Deferred Tax 34.07 41.05

Profit after Tax 345.74 245.49

Surplus carried to Balance Sheet 847.70 501.97

As compared to the previous year, the Company has achieved during the year increase in -Turnover by 8%; Profit Before Tax by 33%; and Net Profit by 41 %.

Your Directors hope for better results in the coming years in terms of turnover, profitability and overall growth of the company.

The effort by your management towards cost control, timely execution of projects with utmost emphasis on safety and quality shall continue unabatedly.

DIVIDEND

In order to conserve the resources for future financial needs of the Company, your Directors express their inability to recommend payment of dividend for the year 2011 -12.

FIXED DEPOSITS

Directors of the Company wish to thank the general public who have deposited in the public deposit schemes of the Company. Public Deposits of the Company as on 31.03.2012 were Rs.2,12,02,000/-, as compared to the previous year figure of Rs. 1,92,13,000/-. There are no deposits which matured during the year but remained unclaimed or unpaid as on 31.03.2012.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of financial period and the date of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajeev Bhanot, Director of the Company, retires by rotation and is eligible for re-appointment subject to approval of the members.

As the present term of Mr. Rajeev Bhanot, as Whole time Director of the Company, shall expire on 31 st October, 2012, the Board of Directors of the Company in its meeting held on 1st September, 2012, considered and extended his term for a further period of 3 (three) years with effect from 1 st November, 2012 on the existing terms, conditions and remuneration, subject to the consent of the shareholders.

Mr, Sanjeev Badhwar, who was appointed as Additional Director of the Company w.e.f. 13.05.2011 ceased to be Director of the Company on 30.09.2011. The Board of Directors place on record its appreciation for the services rendered by Mr. Badhwar during his tenure.

Mr. K.S. Bhatia, who was appointed as Additional Director of the Company w.e.f. 14.11.2011 ceased to be Director of the Company on 14.02.2012. The Board of Directors place on record its appreciation for the services rendered by Mr. Bhatia during his tenure.

Mr. D.V. Bakshi was appointed as Additional Director of the Company w.e.f. 30.12.2011 and holds office upto the date of this Annual General Meeting. The Company has received a notice in writing from a member under Section 257 of the Act, proposing his candidature for the office of Director of the Company. Subject to approval by the Members of the Company, it is proposed to appoint Mr. Bakshi as a Director of the Company, liable to retire by rotation

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made 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 of the company for that period.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s Dhamija Sukhija & Co., Chartered Accountants, who are Auditors of your Company retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit u/s 224 (1B) of the Companies Act, 1956. Their appointment has been recommended by the Audit Committee of the Board.

AUDITORS' REPORT

The Auditors' Report does not contain any adverse remark or qualification, hence the same do not call for further information or explanation.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEES RELATIONS

The employee - management relations continued to be cordial and harmonious. Your Directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and Executives of the Company at all levels.

CORPROATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Delhi Stock Exchange Limited, Corporate Governance Report as well as Corporate Governance Compliance certificate received from Shri R.S. Bhatia, Practicing Company Secretary is annexed as part of the Annual Report. The Corporate Governance Report, interalia, contains details of Audi Committee of Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate Section on Management Discussion and Alalysis is annexed to and form part of this Annual Report.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Delhi Stock Exchange Limited and listing fee for the year 2011-12 has been paid. Further the Annual Custody Fee for the year 2011-12 has been paid to National Securities Depository Limited and Central Depository Services (India) Limited.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Your Company does not have any manufacturing facility hence the requirements pertaining to conservation of energy are not applicable under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Further, your Company is not using any foreign technology.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Particulars Year ended 31.03.2012 Year ended 31.03.2011

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from various Departments of the Central and the State Governments, the Company's Bankers, Financial Institutions, Investors, business associates and the vendors for their continued support to the Company and to the Shareholders for the confidence reposed in the Company. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board

Place: New Delhi (R.D. Bhanot)

Date: 01.09.2012 Chairman

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Mar 31, 2011

To, The Members of Bhanot Construction and Housing Limited

The Directors have pleasure in presenting the 34th Annual Report together with Audited Statement of Accounts of the company for the period ended 31st March, 2011.

FINANCIAL RESULTS:

Summarized financial results of the Company for the period year ended 31st March, 2011 under review are as below:



PARTICULARS Year Ended Year Ended 31st March, 2011 31st March, 2010 (Rs) (Rs.)

Total Income 1,13,73,65,780.00 1,05,35,10,340.16

Profits before depreciation & tax 4,72,94,159.75 3,51,85,068.36

Depreciation 1,15,58,188.23 7,77,9276.19

Profit before Tax 3,57,35,971.52 2,74,05,792.17

Provision for tax

-Tax adjustment earlier Years NIL NIL

-Current 70,82,139.00 41,37,521.00

-Deferred Tax 41,05,015.23 47,08,937.03

-Fringe Benefit tax NIL NIL

-Profit after tax 2,45,48,817.30 1,85,59,334.14

Surplus carried to Balance Sheet 5,01,96,834.90 2.56,48,017.60





FINANCIAL PERFORMANCE

The turnover of the Company for the period ended 31st March, 2011, reported an increase from Rs. 1,05,35,10,340.16 to 1,13,73,65,780.00 during the period 01.04.2010 - 31.03.2011.

Profit before depreciation and taxation was Rs. 4,72,94,159.75 and after providing Rs. 1,15,58,188 23 towards depreciation and Rs. 1,11,87,154.23 towards tax, the net profit amounts to Rs. 2,45,48,817.30.

Your directors believe that the trend of growth will continue in coming financial years also. Your Company continued its focus on consolidation, stable growth and risk management. Your directors believes that there is great potential in the Indian real estate sector and that with economic stability; the demand for residential as well as commercial segment would further strengthen. Therefore, to cater the burgeoning demand for quality real estate, your Company will focus on timely execution of projects, without compromising on quality and compliances.

BUSINESS PERFORMANCE

Your Come-any is an integrated infrastructure development company. The key factor that has contributed to the company's success is in-house technical expertise and strong project management capabilities which ensures timely execute of the projects within budgeted costs and continued emphasis on maintaining quality standards.

FUTURE PROSPECT:

growth of the Company and expects the growth and profitability in coming years.

MATERIAL CHANGES

There are no material, changes and commitments, affecting the financial position of the company between the end of financial period and the date of this Report.

PUBLIC DEPOSITS:

Directors of your Company wish to take ,his opportunity to thank general, public deposits scheme of the Company. Public deposits of the company as on 31.03.2011. were Rs. 19,213,000 as compared to Rs. 16,495,000 as at 31.03.2010. The company as been continuously taking appropriate steps to renew/ replay the unclaimed deposits and has adopted a proper policy to replay interest and principles to the deposit holders without any default and we have been regularly disclosed and field the appropriate return to concerned authority under companies deposits rule- 1975. There are no deposits which matured the year but remained unclaimed or unpaid as on 31st March 2011.

LISTING

The equity shares continue to be listed on the Delhi Stock exchange ltd.(DSE). The company has paid annual listing fee for 2010-11 to the Delhi Stock Exchange ltd. and annual custody fee to National Depository Limited and Central Depository Services (India ) Limited.

Further, since there is no trading at Delhi Stock Exchange so keeping in mind the benefits of shareholders your company is in the progress of getting its shares listed on BSE under new norms for direct listing. An application will be made to BSE for the same.

AUDITOR'S REPORT ,

The Auditors' Report does not, contain any adverse remark or qualification hence the same do not call for further information or explanation.

AUDITORS

M/s. Dhamija Sukhija & Co., Charted Accountants, Statutory Auditors, will retain at the conclusion of the forthcoming Annual General Meeting. The company has received a letter from them to the effect that their re- appointment, if made, would be with in the prescribed limit U/s 224 (1B) of the companies Act, 1956. Their appointment has been recommended by the Audit Committee.

will retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

Mr. Sanjeev Badhwar was appointed as Additional Director of the Company at the meeting of the Board of Directors held on 13th May, 2011. His term will expire at this AGM.

Mr. Sunil Aneja resigned from the Board on 12th March, 2011. The Board while accepting the resignation of Mr. Sunil Aneja recorded its appreciation for the contribution made by him during his tenure as a Director of the Company.

DIVIDEND

Your Directors intends to utilize profits for working Capital, therefore, it has been decided not to recommend any dividend for the financial year 2010-2011.

AUDIT COMMITTEE

In compliance with the clause 49 of listing agreement and Section 292A of the Companies Act, 1956, the audit Committee constituted by the Board consists following members.

1. Mr. R D Bhanot

2. Mr. Arun Soni

3. Mr. Surender Kumar Vasudeva

4. Mr. Sanjeev Badhwar

All the members except Mr. R D Bhanot are independent Directors. Ail Directors of the company possess sound knowledge of finance and accounts and Mr. Surender Kumar Vasudeva, an independent director, is the chairman of the Audit Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company has complied with all mandatory requirement of clause 49 of the listing agreement. A separate section on Corporate Government and Management Discussion & Analysis are annexed to and form part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that;

i) The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31 st March, 2011.

ii) The Directors have selected 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 31 st March, 2011 and of the profit of the Company for the financial year ending 31 st March, 2011..

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Director has prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(1 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FORBGN EXCHANGE EARN.NG AND OUTGO

Your company does not have any manufacturing facility hence the requirements pertaining to conservation of energy are not applicable under the provisions of section 217(1)(e) of the companies Act, 1956, read with the companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Further your Company is not using any foreign technology.



Rs. in Lacs

FOREIGN EXCHANGE EARNING AND OUTGO

Period Period Particulars 01,04.2010- 31.03.2011 01-07-2009 31-03-2010

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil



EMPLOYEES RELATIONS

The employee management relation continued to be cordial and harmonious. Your directors wish to place on record the apparition for the devoted services rendered by the workers, Staff and Executive of the company at all levels and other employees who have contributed to the efficient and successful management of the company.

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their appropriation towards bankers, various department of the central and state governments, financial Institutions, Investors, clients and all the business associates for their continuous support to the company and to the shareholders for the confidence reposed in the company management. The Directors also convey their appreciation to all level for heir enormous personal effort as well as collective contribution.



For Son behalf of the Board

Sd/-

(R. D. Bhanot)

Place: New Delhi Chairman & Managing Director

Date: 01.09.2011

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Mar 31, 2010

To, The Members of Bhanot Construction & Housing Limited

The Directors have pleasure in presenting the 33rd Annual Report together with Audited Statement of Accounts of the company for the period ended 31st March, 2010.

FINANCIAL RESULTS:

Summarized financial results of the Company for the period year ended 31st March, 2010 under review are as below:

PARTICULARS Year Ended Year Ended 31st March, 2010 30th June, 2009 (Rs.) (Rs.)

Total Income 1,05,35,10,340.16 24,35,16,179.00

Profits before deprecation & tax 3,51,85,068.36 92.36,382.00

Depreciation 7,77,9276.19 21,36.530.00

Profit before Tax 2,74,05,792.17 70,99,852.00

Provision for tax

Tax adjustment earlier Years NIL 1,02,343.00

Current 41,37,521.00 21,84.440.00

Deferred Tax 47,08,937.03 6,87,513.00

Fringe Benefit tax NIL 93,706.00

Profit after tax 1,85,59,334.14 40,31.850.00

Surplus carried to Balance Sheet 2,56,48,017.60 83,91,129.00

FINANCIAL PERFORMANCE

The turnover of the Company for tfie period ended 31st March, 2010, reported a sharp increase from Rs. 24,35, 16,179 to 1,05,35,10,340.16 during the period 01.07.2009 - 31.03.2010.

Profit before depreciation and taxation was Rs. 3,51,85,068.36 and after providing Rs. 7,77,9276.19 towards depreciation and Rs. 88,46,458.03 towards tax, the net profit amounts to Rs. 1,85,59,334.14.

Your directors hope for better results in the next coming financial years.

BUSINESS PERFORMANCE

Bhanot Construction & Housing Limited is an integrated infrastructure development company. The Company is primarily engaged in development activities of roads, dam, highways, ports & other infrastructure projects.

The key factor that has contributed to the company''s success is in-house technical expertise and strong project management capabilities, which ensures timely execution of the projects within budgeted costs and continued emphasis on maintaining quality standards.

The Company is professionally managed with well-qualified and experienced personnel in all areas including finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system.

FUTURE PROSPECT:

The Management of the Company is very optimistic about the future growth of the Company and expects the growth in profitability in coming years.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

PUBLIC DEPOSITS:

Directors of your Company wish to take this opportunity to thank general public who have deposited their money in the public deposits of the Company. Public deposits of the Company as on 31.03.2010 were Rs. 1,64.95.000 as compared to Rs. 1,39,76,000 as at 31.03.2009 (figures as on 31.03.2009 are taken after taking effect of meigerj.The Company has been continuously taking appropriate steps to renew/ repay the unclaimed deposits.

LISTING

The Equity shares continue to be listed on the Delhi Stock Exchange Ltd. (DSE). The Company has paid annual listing fee for 2010-11 to the Delhi Stock Exchange Ltd. and annual''custody fee to National Securities Depository Limited and Central Depository Service (India ) Limited.

Further, Now the Company is also in process to list the securities on Bombay Stock Exchange through Direct Listing Process and the Company has filed the application with all necessary Documents to BSE. The securities of the Company will be shortly list on BSE having nation wide terminals and therefore, shareholders/investors will not face any difficulty in trading the shares of the Company from any part of the Country.

AUDITOR''S REPORT

The Auditors'' Report contains a remark that the Tax Deducted at Source for the F. Y. 2009-2010 is payable for Rs. 185 lacs. The Company will pay the Tax Deducted at Source for the F. Y. 2009-2010 of Rs. 185 lacs before due date i.e. 30.09.2010. Except the above there are no any adverse remarks or qualification hence the same do not call for further information or explanation.

AUDITORS

M/s. Dhamija Sukhija & Co., Chartered Accountants, Statutory Auditors, will retire at the conclusion of the forthcoming Annual General Meeting. The Board recommended their appointment as Statutory Auditors of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit U/s 224(1B) of the Companies Act, 1956.

DIRECTORS

Mr. Rajeev Bhanot and Mr Surender Vasudeva retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

During the year Mr. Sudershan Gupta were appointed as additional Directors of the Company at the meeting of the Board of Directors held on 5th February, 2010 and after that they resigned from the Board on 26th April, 2010. The Board while accepting the resignation of Mr. Sudershan Gupta recorded their appreciation for the contribution made by him during his tenure as Director of the Company.

Mr. R. D. Bhanot has been re-appointed as the Managing Director by the Board of Directors at its meeting held on 14.08.2010, for a period of three years w.e.f. 1st October, 2010.

The appointments of Mr. Rajeev Bhanot, Mr. Surender Kumar Vasudeva, Mr. Sunil Aneja as Directors & Mr. R. D. Bhanot, Managing Director of the Company require the approval of the members at the ensuing Annual General Meeting.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31st, 2010.

AUDIT COMMITTEE

The Audit Committee consists of four members namely Mr. R. D. Bhanot, Mr. Arun Soni, Mr. Surender Kumar Vasudeva & Mr. Sunil Aneja out of which three are independent. Mr. Surender Kumar Vasudeva is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Company has complied with all mandatory requirement of clause 49 of the listing agreement. A separate section on Corporate Government and Management Discussion & Analysis are annexed to and form part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is confirmed that:

i) The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 31 st March, 2010.

ii) The Directors have selected 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 31st March, 2010 and of the profit of the Company for the financial year ending 31st March. 2010..

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(1 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time .

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has no activity relating to conservation of energy and technology absorption as prescribed under the provi- sions of section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Still it endeavors to save the energy wherever possible at all level of operation.

Further your Company is not using any foreign technology.

FOREIGN EXCHANGE EARNING AND OUTGO: (Rs. In Lacs)

Particulars Period Period 01.07.2009-31.03.2010 01.04.2008-30.06.2009

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and Executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their appreciation towards bankers, various departments of the Central and state Governments, Financial Institutions, Investors, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The Directors also convey their appreciation to the employees at all levels for heir enormous personal efforts as well as collective contribution.

For & on behalf of the Board

Sd/-

Place: New Delhi/- (R. D. Bhanot)

Date: 26.08.2010 Chairman & Managing Director

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Jun 30, 2009

To, The Members of Bhanot Construction & Housing Limited

The Directors have pleasure in presenting the 32nd Annual Report together with Audited Statement of Accounts of the company for the year ended 30th June, 2009.

FINANCIAL RESULTS:

Summarized financial results of the Company for the financial year ended June 30, 2009 under review are as below:

PARTICULARS Year Ended Year Ended 30th June, 2009 31st March, 2008 (Rs.) (Rs.)

Total Income 24,35,16,179 4,06,28,490

Profits before depreciation & tax 92,36,383 6,68,801

Depreciation 21,36,530 3,97,374

Profit before Tax 70,99,853 2,71,427

Provision for tax

- Tax adjustment earlier Years 1,02,343 6,617

- Current 21,84,440 40,000

- Deferred Tax 6,87,513 44,800

- Fringe Benefit tax 93,706 85,710

Profit after tax 40,31,850 94,299

Surplus carried to Balance Sheet 83,91,129 35,38,629

MERGER:

The Company had identified M/s. Bhanot Infrastructure & Hospitalities Limited, M/s Trishul Industries (P) Limited & M/s Fakir Properties Limited for the purpose of merger with the Company. The main object of M/s. Bhanot Infrastructure & Hospitalities Limited, M/s Trishul Industries (P) Limited & M/s Fakir Properties Limited was in line with that of the Company. The objective of the merger was to make combined efforts and pool resources for concentrated approach towards development of the Company's real estate business and large scale of operations with the help of a larger asset base.

During the year under review, in pursuance of the resolution passed at the Court Convened General Meeting of the Company held on 25th April, 2009, the Company filed before the Hon'ble High Court of Judicature at Delhi a petition u/s 391 -394 of the Companies Act, 1956 for amalgamation of M/s. Bhanot Infrastructure & Hospitalities Limited, M/s Trishul Industries (P) Limited & M/s Fakir Properties Limited with itself. Pursuant to said Scheme of amalgamation the Company was to issue and allot to the registered shareholders of M/s. Bhanot Infrastructure & Hospitalities Limited, M/s Trishul Industries (P) Limited & M/s Fakir Properties Limited 1,86,13,160 equity shares of Rs. 10/- each of the Company in the ratio as follows:

73 shares of the Company for 10 Share of Bhanot Infrastructure & Hospitalities Limited, 155 shares of the Company for 100 Shares of M/s Fakir Properties Limited, 49 shares of the Company for 1 Share of M/s Trishul Industries (P) Limited.

The Hon'ble High Court sanctioned the said scheme vide its order dated 9th, October, 2009.The certified true copy of the order was received by the Company on 30th October, 2009.

On 31st October, 2009 the Board of directors of the Company had approved the Annual Accounts of the Company. Those accounts were approved by taking into effect the said merger as the sanction of the Hon'ble High Court, New Delhi. The said Order of the Hon'ble High Court, New Delhi was received on 30th October, 2009 and filed by the Company with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi on 31st October, 2009 which is the Effective date of the Scheme of Merger. The Appointed date for the said scheme of Merger was 1st April, 2008. The Board thought it fit and desirable, to approve the financial accounts after incorporating the accounts of M/s. Bhanot Infrastructure & Hospitalities Limited, M/s Trishul Industries (P) Limited & M/s Fakir Properties Limited and submit the same to the shareholders for approval.

The financial figures and the financial statements presented in this Annual report are drawn post-merger.

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 30th June, 2009, reported a sharp increase from Rs. 4,06,28,490 to Rs. 24,35, 16,179 during the year.

Profit before depreciation and taxation was Rs. 92,36,383 and after providing Rs. 21,36,530 towards depreciation and Rs. 30,68,002 towards tax, the net profit amounts to Rs. 40, 31,850.

Your directors hope for better results in the next coming financial years.

FUTURE PROSPECT:

The Management of the Company is very optimistic about the future growth of the Company and expects the growth in profitability in coming'years.

FORMATION OF CAPITAL:

Authorized Share Capital:

During the year under review, the authorized share capital of the Company increased from Rs. 1,50,00,000/- to Rs. 11,50,00,000/- effective from September 04, 2008.

Upon becoming effective the scheme of merger the authorized share capital of the Company increased from Rs. 11,50,00,000/- to Rs. 22,00,00,000/-.

Paid-up Share Capital:

Upon becoming effective the scheme of merger and after issuing the Equity shares to the registered share holders of the transferor Companies, the paid-up share capital of the Company increased from Rs. 1,43,50,000/- to Rs. 20,04,81,600/-.

PUBLIC DEPOSITS:

Directors of your Company wish to take this opportunity to thank general public who have deposited their money in the public deposits of the Company. Public deposits of the Company as on 30.06.2009 were Rs. 1,47,51,000 as compared to Rs. 42,03,000 as at 31.03.2008. The Company has been continuously taking appropriate steps to renew/repay the unclaimed deposits.

AUDITOR'S REPORT

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation.

AUDITORS

M/s. Dhamija Sukhija & Co., Chartered Accountants, Statutory Auditors, will retire at the conclusion of the forthcoming Annual General Meeting. The Board recommended their appointment as Statutory Auditors of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit U/s 224(1 B) of the Companies Act, 1956.

AUDIT COMMITTEE

The Audit Committee consists of three members namely Mr. R.D. Bhanot, Mr. Arun Soni and Mr. Surinder Kumar Vasudeva out of which two are independent. Mr. Arun Soni is the Chairman of Audit Committee. All members of the Committee possess sufficient knowledge and experience in the field of finance and accounts.

DIRECTORS

Mr. Arun Soni, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

During the year Mr. Sunil Aneja and Mr. Sudershan Gupta were appointed as additional Directors of the Company at the meeting of the Board of Directors held on 06th September, 2008 and after that they resigned from the Board on 20th December, 2008. The Board while accepting the resignation of Mr. Sunil Aneja & Mr. Sudershan Gupta recorded their appreciation for the contribution made by them during their tenure as Directors of the Company.

Mr. Surinder Kumar Vasudeva was appointed as additional Director of the Company at the meeting of the Board of Directors held on 03.01.2009. His appoint as a Director is recommended to the Shareholders of the Company for their approval.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended June 30, 2009.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS ,

The Company has complied with all mandatory requirement of clause 49 of the listing agreement. A separate section on Corporate Governance and Management Discussion & Analysis are annexed to and form part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2A) of the Companies Act, 1956, it is confirmed that:

i) The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the financial year ended 30th June, 2009.

ii) The Directors have selected 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 30th June, 2009 and of the profit of the Company for the financial year ending 30th June, 2009.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(1 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Yours Company has no activity relating to conservation of energy and technology absorption as prescribed under the provisions of section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Still it endeavors to save the energy wherever possible at all level of operation.

FOREIGN EXCHANGE EARNING AND OUTGO : (RS. In Lacs)

Particulars Current Year 30.06.2009

Foreign Exchange Earning Nil

Foreign Exchange Outgo Nil

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and Executives of the Company at all levels and other employees whd have contributed to the efficient and successful management of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation towards bankers, various departments of the Central and state Governments, Financial Institutions, Investors, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company's management. The Directors also convey their appreciation to the employees at all levels for heir enormous personal efforts as well as collective contribution.

For & on behalf of the Board

Sd/-

Place : New Delhi (R D Bhanot)

Date : 31.10.2009 Chairman & Managing Director

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Mar 31, 2008

The Members,

The Directors have pleasure in presenting the 31st Annual Report and Audited Accounts of the Company for the Year ended 31st March, 2008.

FINANCIAL RESULTS

2007-2008 2006-2007 Rs, Rs.

Net Profit (loss) after charging all Expenses 271,426.73 1,732,629.15

Provision for Tax 40,000.00 299,127.74

Fringe Benefit Tax Paid / Provision 85,710.00 51,838.00

Deferred tax liability 44,800.00 58,510.00

Profit after Tax 100,916.73 1,323,153.41

Surplus brought forward from last year 3,444,329.43 2,139,912.02

Amount transferred from Income Tax (6,617.26) (18,736.00)

Balance carried to Balance Sheet 3,538,628.90 3,444,329.43



The relevant notes to the Accounts of the Company referred to in the Auditors' Report are self- explanatory and therefore, do not call for further comments.

REVIEW OF OPERATIONS

Due to market conditions and unavoidable circumstances the Company able to earn Profit after tax only Rs. 1 Lacs apex. as against profit after tax of Rs. 13.23 Lacs in the previous Year.

PERSONNEL

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, there has been no employee employed during the full year whose remuneration was Rs.2400000/- or more per annum or employed for the part of the year whose remuneration was Rs.2,00,000/- or more per month.

DIRECTORS

Shri Rajeev Bhanot, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

a. In the preparation of the Annual Accounts for the year ended 31st March 2008, the applicable accounting standards have been followed.

b. Financial Statements do give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2008, and your Directors have selected and applied the consistent accounting policies and the judgments and estimate made herein are reasonable and prudent.

c. Proper and sufficient care for the maintenance of adequate accounting records in the accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company & for preventing and detecting fraud and other irregularities have been ensured.

d. The Annual Accounts for the year ended 31st March 2008, have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has accepted deposits of Rs.42.03 Lacs from the public during the year under review as against Rs. 37.82 Lacs in the previous year.

AUDITORS

M/s Dhamija Sukhija & Co, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible offers the self for reappointment. They have furnished the Company with written certificate to the effect that the proposed appointment, if made, will be in accordance with Sub Section 1(B) of Section 224 of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Your company has no activity relating to the conservation of energy and technology absorption. The Company had no foreign earnings or outgo during the year.

ACKNOWLEGEMENTS

Your Directors wish to thank sincerely the Bankers, Government agencies for their continued support and cooperation. Your Directors also wish to place on record their appreciation of the sustained and dedicated efforts put in by all employees. Your Directors sincerely thanks the shareholders for the confidence reposed by them in the Company.



Place: New Delhi For and on behalf of the Board

Date: 30-7-2008

Sd/-

(R.D. Bhanot)

Chairman & Managing Director