Bhanot Construction & Housing Ltd Directors Report

To,

The Members,

Your Directors are pleased to present their 36^th 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, 2013.

FINANCIAL RESULTS

PARTICULARS	YEAR ENDED 31.03.2013	YEAR ENDED 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	-
MAT Credit	(2.02)	94.99
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 Members, 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 reappointment, 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 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 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 Analysis 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 21^st 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

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 Companys 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

(R.K. SAPRA)

Company Secretary

Place : New Delhi

Date : 30.05.2013.