17thANNUAL REPORT

2011-2012

DHARNIDHAR GLOBAL & INFRAPROJECTS LTD.

DHARNIDHAR GLOBAL & INFRAPROJECTS LIMITED

BOARD OF DIRECTORS: Mr. Saurin Kavi DirectorMr. Shiraj Kabir DirectorMr. Rajesh Sutaria DirectorMr. Kannan Ramasamy DirectorMr. Dinubhai Shah DirectorMr. Hemanshu Mehta DirectorMr. Aswinkumar Bagdai DirectorMr. Pranav Vijay Sampat Additional Director (w.e.f. 04.10.2011)Mr. Raj Baldevsingh Jhala Additional Director (w.e.f. 04.10.2011)Mr. Dharmesh Solanki Additional Director (w.e.f. 04.10.2011)Mr. Pradeep Swain Additional Director (w.e.f. 10.11.2011)Mr. Akash Desai Additional Director (w.e.f. 04.10.2011)

AUDITORS: Praful N. Shah & Co.Chartered Accountants13-B, Vishram Park Society,Sugam Flats Road,Opp. R. C. Patel School,Vasna, Ahmedabad - 380 007

BANKERS : Union Bank of India

REGISTERED OFFICE: 1009, Hemkunth,Behind LIC Office,Ashram Road, Ahmedabad – 380009.

REGISTRAR & Link Intime India Pvt. Ltd.SHARE TRANSFER AGENTS : 303, 3rd Floor, Shoppers Plaza V,

Opp. Municipal Market, Off. C. G. Road,Navrangpura, Ahmedabad –380009Telefax No. : 91-79 - 26465179Email : ahmedabad@linkintime.co.in

Contents Page

Notice 1-7

Directors' Report 8-9

Management Discussion and Analysis Report 10

Report on Corporate Governance 11-15

Auditors' Report 16-17

Balance Sheet 18

Profit and Loss Account 19

Cash Flow Statement 20

Notes forming part of Accounts 21-24

1

NOTICE

NOTICE is hereby given that the 17th Annual General Meeting of the members of DHARNIDHAR GLOBAL &INFRAPROJECTS LIMITED will be held on Wednesday, the 27th June, 2012 at 9.30 A.M. at the registered office of theCompany situated at 1009, Hemkunth, Behind LIC Office, Ashram Road, Ahmedabad – 380 006 to transact the followingbusiness:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account forthe year ended on that date together with the Report of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Dinubhai Shah who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Hemanshu Mehta who retires by rotation and being eligible offers himself forre-appointment.

4. To appoint Auditors and fix their remuneration.

SPECIAL BUSINESS:5. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARY

RESOLUTION.“RESOLVED THAT pursuant to provision of section 260 and all other applicable provisions of the Companies Act,1956 and Articles of Association of the Company, Mr. Pranav Vijay Sampat who was appointed as an AdditionalDirector in the meeting of the Board of Directors and who holds office up to the date of ensuing Annual GeneralMeeting and in respect of whom a notice u/s 257 of the Companies Act, 1956 has been received from a membersignifying his intention to propose Mr. Pranav Vijay Sampat as candidate for the office of Director of the Companybe and is hereby appointed as Director of the Company liable to retire by rotation.”

6. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT pursuant to provision of section 260 and all other applicable provisions of the Companies Act,1956 and Articles of Association of the Company, Mr. Raj Baldevsinh Jhala who was appointed as an AdditionalDirector in the meeting of the Board of Directors and who holds office up to the date of ensuing Annual GeneralMeeting and in respect of whom a notice u/s 257 of the Companies Act, 1956 has been received from a membersignifying his intention to propose Mr. Raj Baldevsinh Jhala as candidate for the office of Director of the Companybe and is hereby appointed as Director of the Company liable to retire by rotation.”

7. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT pursuant to provision of section 260 and all other applicable provisions of the Companies Act,1956 and Articles of Association of the Company, Mr. Dharmesh Narendrakumar Solanki who was appointed as anAdditional Director in the meeting of the Board of Directors and who holds office up to the date of ensuing AnnualGeneral Meeting and in respect of whom a notice u/s 257 of the Companies Act, 1956 has been received from amember signifying his intention to propose Mr. Dharmesh Narendrakumar Solanki as candidate for the office ofDirector of the Company be and is hereby appointed as Director of the Company liable to retire by rotation

8. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT pursuant to provision of section 260 and all other applicable provisions of the Companies Act,1956 and Articles of Association of the Company, Mr. Pradeep Syam Sunder Swain who was appointed as anAdditional Director in the meeting of the Board of Directors and who holds office up to the date of ensuing AnnualGeneral Meeting and in respect of whom a notice u/s 257 of the Companies Act, 1956 has been received from amember signifying his intention to propose Mr. Pradeep Syam Sunder Swain as candidate for the office of Directorof the Company be and is hereby appointed as Director of the Company liable to retire by rotation

9. To consider, and if thought fit, to pass with or without modifications, the following resolution as an ORDINARYRESOLUTION.“RESOLVED THAT pursuant to provision of section 260 and all other applicable provisions of the Companies Act,1956 and Articles of Association of the Company, Mr. Akash Harishbhai Desai who was appointed as an AdditionalDirector in the meeting of the Board of Directors and who holds office up to the date of ensuing Annual GeneralMeeting and in respect of whom a notice u/s 257 of the Companies Act, 1956 has been received from a membersignifying his intention to propose Mr. Akash Harishbhai Desai as candidate for the office of Director of theCompany be and is hereby appointed as Director of the Company liable to retire by rotation.

10. To consider and if thought fit to pass with or without modification the following as an ORDINARY RESOLUTION:-“RESOLVED THAT pursuant to provisions of section 94 of the Companies Act, 1956, the Authorized Capital of theCompany be and is hereby increased from ̀ 10,05,00,000/- divided into 1,00,50,000 equity shares of ̀ 10/- eachto ̀ 14,00,00,000/- divided into 1,40,00,000 equity shares of ̀ 10/- each by creation of additional 39,50,000 equityshares of ̀ 10/- each ranking pari-passu with existing equity shares of the Company.”

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“FURTHER RESOLVED THAT Clause V of the Memorandum of Association be substituted in the following manner:-“Clause V” : The Authorised Share Capital of Company is ` 14,00,00,000/- (Rupees Fourteen Crores Only)

divided into 1,40,00,000 (One Crore Fourty Lacs) Equity Shares of ̀ 10/- (Rupees Ten Only) each.“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take suchsteps as may be necessary to give effect to this resolution.”

11. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:“RESOLVED THAT pursuant to Section 81(1A) and other relevant provisions of the Companies Act, 1956 andsubject to the listing agreement entered into by the Company with the Stock Exchanges where the Equity Sharesof the Company are listed and the Regulations for preferential issue issued by the Securities and Exchange Boardof India (“SEBI”) under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDRRegulations”) and other applicable rules, regulations, clarifications and/or guidelines, if any, of SEBI and suchother authorities as may be applicable and subject to requisite approvals or consents, if any, of the Banks andFinancial Institutions and any regulatory authority, where necessary and further subject to such terms, conditions,stipulations and modifications as may be prescribed, imposed or suggested by any of the authorities including theStock Exchanges, which the Board of Directors of the Company (hereinafter referred to as the “Board” whichterm shall be deemed to include any committee which the Board may have constituted or hereinafter constitute toexercise its powers including the powers conferred by this resolution) be and is hereby authorized to acceptsubject to such conditions and modifications as may be considered appropriate by the Board, consent of theCompany be and is hereby accorded to the Board to offer, issue and allot on preferential basis, at its sole andabsolute discretion up to 24,65,000 Equity Shares of ̀ 10/- (Rupees Ten Only) each and up to 27,50,000 Warrantsconvertible into equal no of Equity Shares of ̀ 10/- each at a Price of ̀ 10/- (Rupees Ten Only) each), at any timewithin a period of 18 months from the date of allotment of Warrants, to the following entities :

Sr. Name of the Applicant Category No. of Equity Shares proposed toNo. (Proposed Allottees) be allotted(Equity Share holders)

1 Vinod Kedia General public 11000002 Surendrakumar Kachhara HUF General public 1000003 Mahendra Kachhara HUF General public 1000004 Narottamkumar M Swami HUF General public 1000005 Narottamkumar M Swami General public 1000006 Navin Popatlal Shah General public 200000

Priti Navin Shah7 Priti Navin Shah General public 200000

Navin Popatlal Shah8 Navin P. Shah HUF General public 1000009 Satish Brijlal Wadhwa General public 9000010 Dipti Shailesh Parekh General public 25000011 Dipti Kamlesh Dafftary General public 125000

Kamlesh Dafftary

Total (A) 2465000

Sr. Name of the Applicant Category No. of Warrants proposed toNo. (Proposed Allottees) be allotted(Warrant holders)

1 Krishna Cap Shares Pvt. Ltd. Corporate 18125002 Vasantiben Bhupendrabhai Sachde General public 250003 Ruchi Bhupendrabhai Sachde General public 250004 Vivek Bharatbhai Kotecha General public 500005 Padma Jagdish Ved General public 1250006 Arvindkumar Vishanjibhai Sachde General public 250007 Gunjan Jagdishbhai Janjuvadia General public 1250008 Kushal Dineshbhai Jinjuvadiya General public 1250009 Nirmalaben Bhagvanjibhai Talaviya General public 6250010 Bhagvanjibhai Shamjibhai Talaviya General public 6250011 Bhumi Denish Patel General public 6250012 Khodidasbhai Shamjibhai Talaviya General public 6250013 Mohit Khodidasbhai Patel General public 6250014 Denish Khodidasbhai Patel General public 6250015 Ranchhod P Mangroliya General public 62500

Total (B) 2750000

Total (A) + (B) 5215000

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RESOLVED FURTHER THAT the allotment of Equity Shares and Warrants pursuant to this resolution shall bemade by the Board within 15 days as specified under Regulation 74 of the SEBI ICDR Regulations, and where itis so required by any authority including the Stock Exchanges, the Board shall have the full powers to re-computethe price of the Warrants issued and allotted.

RESOLVED FURTHER THAT the “Relevant Date” in relation to the issuance of Equity Shares and Warrants inaccordance with Chapter VII of SEBI ICDR Regulations, would be 28th May, 2012, being the date 30 days prior tothe date of passing of the special resolution.

RESOLVED FURTHER THAT an amount equivalent to 25% of the total consideration per Warrant shall be paid byWarrant holder on or prior to the date of allotment of Warrants and balance shall be paid on or prior to the date ofallotment of Equity Shares pursuant to exercise of option against each such Warrant.

RESOLVED FURTHER THAT the equity shares allotted on conversion of Warrants into Equity Shares shall rankpari passu in all respect with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Equity Shares and Warrants so issued and allotted as above shall be subject tolock-in for a period of one year from the date of allotment in accordance with SEBI ICDR Regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is herebyauthorized to do and carry out all such acts, deeds, matters and things as it may in its sole discretion deemnecessary for such purpose, including without limitation, appointment of consultants, solicitors, merchant bankers,

or any other agencies as may be required, and entering into agreement for listing, trading, depository services andsuch other arrangements and agreements as may be necessary, and also to seek listing of the Equity Sharesissued with the Stock Exchanges with full powers to settle any question, difficulty or doubt that may arise at anytime in relation to the issue or allotment of the said Warrants and utilization of issue proceeds.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferredto any committee of Directors, Director or Directors or Managing Director or any other Officers of the Company to

give effect to the aforesaid resolution.”

12. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special

Resolution:

“RESOLVED THAT subject to the approval of the Central Government signified in writing in pursuance of theprovisions under Section 21 and Section 16 and other applicable provisions of the Companies Act, 1956, the name

of the Company be changed from Dharnidhar Global And Infraprojects Limited to “ATLANTA DEVON LIMITED”as approved by the Registrar of Companies, Gujarat.

“RESOLVED FURTHER THAT the name “Dharnidhar Global And Infraprojects Limited” wherever it appears in theMemorandum of Association & Articles of Association of the Company be replaced with the new name of theCompany.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things asmay be required to give effect to the forgoing resolutions.”

BY ORDER OF THE BOARD OF DIRECTORSOF DHARNIDHAR GLOBAL & INFRAPROJECTS LTD.

Date : 07.05.2012 Aswinkumar BagdaiPlace : Ahmedabad EXECUTIVE DIRECTOR

NOTES

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE

OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

(b) The Register of Members and Share Transfer Books will remain closed from 25.06.2012 to 27.06.2012 (both daysinclusive) for the purpose of Annual General Meeting of the Company.

(c) The Explanatory Statement, pursuant to sec. 173(2) of the Companies Act, 1956 is annexed herewith.

(d) All correspondence relating to Change of Address & Shares of the Company may please be addressed to the

Company’s Registrar and Share Transfer Agent M/s. Link Intime India Private Limited at 303, 3rd Floor, ShoppersPlaza V, Opp. Municipal Market, Off. C. G. Road, Navrangpura, Ahmedabad –380009.

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(e) Members seeking further information about the Accounts and/or Operations of the Company, are requested to

send their queries to the Company at its Registered Office atleast TEN days before the date of the Meeting.

ANNEXURE FORMING PART OF AGM NOTICE

PARTICULARS OF DIRECTORS SEEKING APPOINTMENT/ REAPPOINTMENT AT THE ENSUING 17TH ANNUALGENERAL MEETING PURSUANT TO PROVISIONS OF CLAUSE 49 OF THE LISTING AGREEMENT :

Name of director Mr. Pranav Vijay Mr. Raj Mr. Dharmesh Mr. Akash Mr. Pradeep SyamSampat Baldevsinh Jhala Narendrakumar Harishbhai Sunder Swain

Solanki Desai

Date of Birth 14.10.1985 14.09.1988 03.01.1976 08.07.1988 08.02.1985

Date of initial appointment 04.10.2011 04.10.2011 04.10.2011 04.10.2011 10.11.2011

Qualification B. Com. Graduate Diploma - Civil B. Com. Diploma - Mechanical

Expertise in specific Good knowledge Specialist in Bio Expert in Good knowledge Expert infunctional area of construction field Pharming and construction and of the Capital construction and

Innovation infrastructure Market infrastructure projectproject

No. of shares held in Nil Nil Nil Nil Nilthe company

List of other companies Nil Nil Nil 1. Pari Stock Nilin which holds Directorship Trading Privateas on 31.03.2012 Limited

Chairmanship/ membership Nil Member - Chairman - Chairman – Nilof committee of Directors Remuneration Share Transfer Audit

of the company Committee And Investor’s CommitteeGrievanceCommittee

Chairmanship/ membership Nil Nil Nil Nil Nilof committee of Directorsof other company

Name of director Mr. Dinubhai Shah Mr. Hemanshu Mehta

Date of Birth 31.10.1959 12.12.1976

Date of initial appointment 30.11.2010 06.09.2011

Qualification Diploma B. Com.

Expertise in specific functional area Management Good knowledge of the Capital Market asdealing in the market since last 10 years

No. of shares held in the company Nil Nil

List of other companies in which Nil 1. Krishna Capshares Pvt Ltd.holds Directorship as on 31.03.2012 2. Om Education (It) Private Limited

3. Atlanta Procon Private Limited

Chairmanship/ membership of Nil Chairman - Remuneration Committeecommittee of Directors of the company Member – Audit Committee

Chairmanship/ membership of committee Nil Nilof Directors of other company

BY ORDER OF THE BOARD OF DIRECTORS

OF DHARNIDHAR GLOBAL & INFRAPROJECTS LTD.

Date : 07.05.2012 Aswinkumar BagdaiPlace : Ahmedabad EXECUTIVE DIRECTOR

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956.

In conformity with the provisions of Section 173(2) of the Companies Act, 1956, the following Explanatory Statement setsout all material facts relating to Special Business mentioned in the accompanying Notice and should be taken as formingpart of the Notice.

ITEM NO. 5, 6, 7, 8 & 9 :

The Board of Directors had appointed Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh NarendrakumarSolanki, and Mr. Akash Harishbhai Desai as Additional Directors of the Company with effect from 4th October, 2011 andMr. Pradeep Syam Sunder Swain with effect from 10th November, 2011 to hold the office upto the date of Annual General

Meeting.

As required under section 257 of the Companies Act, 1956 notices have been received by the Company from Members

of the Company signifying their intention to propose Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. DharmeshNarendrakumar Solanki, Mr. Akash Harishbhai Desai and Mr. Pradeep Syam Sunder Swain as the candidates for theoffice of Director of the Company. The Company has also received the deposits of ̀ 500/- from the said Member for eachas required under the Act.

The Board of Directors recommends their appointment as Director.

None of the Director except Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh Narendrakumar Solanki,Mr. Akash Harishbhai Desai and Mr. Pradeep Syam Sunder Swain is in any way concerned or interested in the saidResolution.

ITEM NO. 10 :

The Company is proposing to expand the Business Activities and allotment of securities on preferential basis asmentioned in the resolution no. 11 in the notice. The present Authorised Share capital of the Company is ̀ 10,05,00,000/- (Rupees Ten Crores Five Lacs Only). Looking at the Company’s business expansion plans, it has become necessaryto issue, allot new Equity Shares. The enabling resolution is proposed as item no. 11 of this notice. Since the Company

can not issue equity shares in excess of its Authorized Capital, as per the provisions of the Companies Act, 1956 it isnecessary to increase the Authorized Capital of the Company.

None of the Directors are concerned or interested in the resolution except to the extent of their shareholdings in theCompany.

ITEM NO. 11 :

The Company is in the process of setting up a big Infrastructure Project, improve market share and enhance shareholders’value. Implementation of these Project would require infusion of additional funds. In addition, the Company also requires

funds for working capital requirements.

To meet the funding requirements the Company proposes to issue up to 24,65,000 Equity Shares at a price of ̀ 10/-

(Rupees Ten Only) each and up to 27,50,000 Warrants at a price of ` 10/- (Rupees Ten Only) per Warrant on apreferential basis (hereinafter referred to as “Warrants”), Each Warrant at the option of the Warrant holder shall beconvertible into one Equity Shares of the Company of nominal value of ` 10/- each at anytime within a period of 18months from the date of allotment. The convertible price of the Warrants is not lower than the price computed in

accordance with Regulation 76 of the Securities and Exchange Board of India (Issuance of Capital and DisclosureRequirements) Regulations, 2009 (“SEBI ICDR Regulations”).

The preferential issue shall not have the effect of increasing the shareholding of the promoter/ promoter group in theCompany.

The following disclosures for the preferential issue of Warrants are made in accordance with the provisions of Regulation73 of Chapter VII of the SEBI ICDR Regulations and the Companies Act, 1956.

Information as required under Regulation 73 of the SEBI ICDR Regulations is as under:

a. Object of the Preferential Issue:

The proceeds of the preferential issue will be used for capital expenditure as well as for working capital requirements.The Company is proposing a big Infrastructure Project called “Evergreen Farms” for Bunglows and Farm Housesnear Shankheshwar Jain Derasar, Shankheshwar.

b. Proposal of the Promoters/ Directors/ Key Management Personnel of the Company to subscribe to theissue:None of the Promoter/ Promoter Group do intend to subscribe to the above mentioned preferential allotment of theshares or Warrants of the Company.

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c. Shareholding Pattern:

SHAREHOLDING PATTERN OF THE COMPANY BEFORE AND AFTER THE PREFERENTIAL SHAREALLOTMENT

On allotment of Equity Shares

Pre-Allotment Post-Allotment

No. of Shares % of Share No. of Shares % of Shareholding Holding

Promoter/ Promoter Group Holding 1206000 13.63 1206000 10.66

Total (A) 1206000 13.63 1206000 10.66

Non Promoter HoldingInstitutional Investors (Mutual Funds,FIIs and other institutions) 0.00 0.00 0.00 0.00Other (Corporate bodies, NRIs/ OBCs,

Foreign Corporate Bodies and Indian Public) 7643049 86.37 10108049 89.34

Total (B) 7643049 86.37 10108049 89.34

Total (A + B) 8849049 100.00 11314049 100.00

On conversion of WarrantsPromoter/ Promoter Group Holding 1206000 10.66 1206000 8.58

Total (A) 1206000 10.66 1206000 8.58

Non Promoter Holding

Institutional Investors (Mutual Funds,FIIs and other institutions) 0.00 0.00 0.00 0.00Other (Corporate bodies, NRIs/ OBCs,Foreign Corporate Bodies and Indian Public) 10108049 89.34 12858049 91.42

Total (B) 10108049 89.34 12858049 91.42

Total (A + B) 11314049 100.00 14064049 100.00

The above pre-issue shareholding pattern has been prepared on the basis of shareholdings as on 31.03.2012.

d. Proposed time within which the allotment of Equity Shares and Warrants shall be completed:

The allotment of Equity Shares and Warrants is proposed to be completed within a period of 15 days from27.06.2012 being the date on which the shareholders’ sanction is to be obtained for the preferential allotment of

Equity Shares and Warrants provided that where the allotment is pending on account of pendency of any approvalsfor such allotment by any regulatory authority or the Central Government, then the allotment shall be completedwithin a period of fifteen (15) days from the date of such approval or such other extended period as may bepermitted under the SEBI ICDR Regulations.

e. The Identity of the proposed allottees, the percentage of post preferential issue that may be held by themand change in control, if any, in the issuer, consequent to the preferential issue:

Name Proposed Post-issue HoldingAllotment Pre Issue holding (after Allotment

of Equity of 24,65,000 Shares)Shares

No. of No. of % of Pre No. of % of Post

Shares Shares Issue Capital Shares Issue Capital

Upon allotment of Shares

OTHER THAN PROMOTERS/PROMOTERS GROUPVinod Kedia 1100000 0 0.00 1100000 9.72Surendrakumar Kachhara HUF 100000 0 0.00 100000 0.88Mahendra Kachhara HUF 100000 0 0.00 100000 0.88Narottamkumar M Swami HUF 100000 0 0.00 100000 0.88Narottamkumar M Swami 100000 0 0.00 100000 0.88Navin Popatlal Shah 200000 0 0.00 200000 1.77Priti Navin Shah

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DIRECTORS’ REPORTTo,The Members,DHARNIDHAR GLOBAL & INFRAPROJECTS LTDAHMEDABAD

Your Directors have pleasure in presenting herewith their 17th Annual Report and together with the Audited Statementsof Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Amount in ` Lacs)

PARTICULARS For the Year ended For the Year endedon 31.03.2012 on 31.03.2011

Total Income 313.90 212.93Expenditure 317.57 214.84

Profit / Loss before taxation and depreciation (3.67) (1.91)Depreciation 0.00 16.27

Profit Before Tax (11.76) (18.19)Provision for taxation 0.00 0.00Fringe Benefit Tax 0.00 0.00

Profit after tax (11.76) (18.19)

Balance carried to Balance Sheet (11.76) (18.19)

DIVIDEND:In view of losses your Directors propose not to recommend any dividends for the current year.

PRESENT OPERATIONS:The Company’s operations were satisfactory during the year under review. The income of the company ended to `3,13,90,218/- in comparison to the previous year of ̀ 2,12,92,682/-. The Company has incurred loss of ̀ 11,76,304/- ascompared to the previous year loss of ` 18,19,160/-.

FUTURE PROSPECTSThe Share holders are well aware that the Company has started concentrating on infrastructure projects, civil constructionand also in trading of many ancillary profitable commodities.Your directors are confident that such a restructuring process has given a good platform to improve the scalability ofbusiness and to have more visibility.Your Board of Directors, after carefully considering the value of land, opportunities available and the business prospects,proposes to launch various major infrastructure projects in various parts of India including Mumbai and Ahmedabad andthe company also proposes to setup corporate offices, in the above cities.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCEThe Company is a listed company and is complying with the conditions specified in Clause 49 of the Listing Agreement.A separate section on Code of Corporate Governance is annexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTA separate report on Management Discussion and Analysis Report is attached herewith and form part of the DirectorsReport.

ENVIRONMENT PROTECTIONYour company is not engaged in any type of manufacturing activities. It is not generating any type of pollution. Hence theregulations on Pollution Control are not applicable to the company.

FIXED DEPOSITSDuring the year under review, the Company has not accepted any deposits from the public in terms of section 58A &58AA of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY ETC.The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has beenminimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried onindustrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption,etc., are not applicable.

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TECHNOLOGY ABSORPTIONThe Company has not adopted / intends to adopt any technology for its business and hence no reporting is required tobe furnished under this heading.PARTICULARS OF EMPLOYEESProvisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company during the financial year under review, and hence the information is not given.DIRECTORSIn accordance with the provisions of the Companies Act, 1956 (the Act) and the Company’s Articles of Association, Mr.Dinubhai Shah and Mr. Hemanshu Mehta, Directors of the Company, retire from the Board by rotation and being eligibleoffer themselves for re election. Your directors recommend the re appointment.The Board of Directors had appointed Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh NarendrakumarSolanki, Mr. Akash Harishbhai Desai as Additional Directors of the Company with effect from 4th October, 2011 and Mr.Pradeep Syam Sunder Swain as Additional Director of the Company with effect from 10th November, 2011 to hold theoffice upto the date of ensuing Annual General Meeting.Notices under Section 257 of the Companies Act, 1956 have been received from the Members of the Companyproposing the appointment of Mr. Pranav Vijay Sampat, Mr. Raj Baldevsinh Jhala, Mr. Dharmesh Narendrakumar Solanki,Mr. Akash Harishbhai Desai and Mr. Pradeep Syam Sunder Swain as Directors of the Company at the ensuing 17th

Annual General Meeting of the Company.DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of Companies Act, 1956 the Directors confirm:-a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there

is no material departures from the same;b) that they have selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the endof the financial year and of the profit or loss of the Company for that year;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.AUDIT COMMITTEEIn terms of provisions of section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement executed withthe Exchanges, your Company has constituted the Audit Committee of the Board of Directors. Details of the Committeeare given in the Annual Report as Report on Corporate Governance.LISTINGThe shares of the Company are listed at Bombay Stock Exchange Ltd and Madras Stock Exchange Ltd. The Companyhas paid Listing fees to the Stock Exchange for the year 2012-13.AUDITORSYou are requested to appoint Auditors for the Current Year to hold office from the conclusion of the Annual GeneralMeeting until the conclusion of the next Annual General Meeting and to fix their remuneration.M/s. Praful N. Shah & Co., Chartered Accountants, Auditors of the Company hold office upto the date of Annual GeneralMeeting. M/s. Praful N. Shah & Co., have also confirmed to the company that the appointment if made at the ensuingAnnual General Meeting, will be in accordance with the provisions of the Companies Act, 1956.INDUSTRIAL RELATIONSThe industrial relations with employees remained cordial through out the year. Your Directors wish to place on recordtheir appreciation of the devoted services rendered by the workers, staff and employees of the Company.INTERNAL AUDITMr. Akash Desai, Independent Director is a Chairman of Audit Committee. The company has established internal auditsystem within the organization which is directly reporting to him. An Internal Audit Report is regularly placed before theAudit Committee for their approval, comments and expert guidance.AUDITORS OBSERVATIONSThere are no observations made by auditors in their report. Notes to the Accounts are itself self explanatory in nature.APPRECIATIONYour Directors wish to thank the Company’s valued customers and various department of Central & State Government,Local Authorities, Banks, devoted staff and other business associates for continued support to the Company’s growthand looking to their continued support in the future.The Directors also express their gratitude to the members for the confidence reposed in the management.

For And On Behalf Of The Board Of Directorsof Dharnidhar Global & Infraprojects Ltd.

Date : 07.05.2012 Aswinkumar Bagdai Saurin KaviPlace : Ahmedabad Executive Director Director

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under clause 49 of the Listing Agreement the Management Discussion & Analysis report is given below:-

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company has diversified into activities relating to infrastructural projects including constructions for residential andcommercial premises.

OUTLOOK ON OPPORTUNITIES, THREATS, RISK AND CONCERNS

The Company has started concentrating on infrastructure projects, civil construction and also in trading of manyancillary profitable commodities.

The Company has Undertaken a large scale Infrastructure Project called “Evergreen Farms” near Shankheshwar JainDerasar, Shankheshwar with the joint venture of Sheetal Bio-Agro Tech Limited. This project is expected to pave the wayfor the company to enter in to the must lucrative infrastructure development business.

Your Board of Directors, after carefully considering the value of land, opportunities available and the business prospects,proposes to launch various major infrastructure projects in various parts of India including Mumbai and Ahmedabad andthe company also proposes to setup corporate offices, in the above cities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company is committed to maintaining high standards of internal controls designed to provide accuracy of information,efficiency of operations, and security of assets. The company has adequate internal controls commensurate with thesize and nature of its operations to ensure orderly and efficient conduct of business.

These controls ensure the safeguarding of assets, prevention and detection of fraud and error, the accuracy andcompleteness of the accounting records, timely preparation of reliable financial information and adherence to companiespolicies, procedures and legal obligations. The audit committee of the Board of Directors meets periodically to review theperformance as reported by the auditors.

FINANCIAL PERFORMANCE

The Company’s operations were satisfactory during the year under review. The income of the company ended to `3,13,90,218/- in comparison to the previous year of ̀ 2,12,92,682/-. The Company has incurred loss of ̀ 11,76,304/-as compared to the previous year loss of ` 18,19,160/-.

CAUTIONARY STATEMENT

Management Discussion and Analysis Report are based on certain assumptions and expectations of future events. TheCompany cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company.Actual results could differ materially from those expressed or implied. Important factors that could make a difference tothe Company’s operation include global and Indian market conditions, changes in the Government Regulations, Taxregimes, WTO Regulations and such other factor.

The Company assumes no responsibility to publicly amend, modify or revise any of these statements on the basis of anysubsequent developments, information or events.

For And On Behalf Of The Board Of Directorsof Dharnidhar Global & Infraprojects Ltd.

Date : 07.05.2012 Aswinkumar Bagdai Saurin KaviPlace : Ahmedabad Executive Director Director

11

REPORT ON CORPORATE GOVERNANCEAs required under Clause 49 of the Listing Agreement executed with the Stock Exchange, a Report on CorporateGovernance is given herein under. The said report is forming part of Annual Report of the Company for the year 2011-2012.

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Your Company always follows good corporate practice. Compliance of code of Corporate Governance meansdisclosures of all material facts in annual account, fair and transparent business policy, maintenance of high ethicalstandards in its dealings with shareholders, customers, suppliers and employees of the Company, formation of fairstrategic planning with balancing the interest of all the parties. Your company and its management has committedto achieve good corporate governance practice.

2. BOARD OF DIRECTORS:

(a) Composition of Board:

Board of Directors of your Company consists of Twelve directors.

(b ) Board Meetings, Attendance of each Director at the Board Meetings and Annual General Meeting:-

Total 7 (Seven) Board Meetings were held during the financial year 2011-2012. The dates on which the saidmeetings were held are given herein under:

19.04.2011, 15.05.2011, 12.08.2011, 06.09.2011, 04.10.2011, 10.11.2011 and 16.01.2012

Sr. Name & Designation Category Attendance Attendance Other No. of CommitteeNo of the Directors at BM at AGM Directorship Position held in the

FY-2011-12 FY-2010-11 31.03.12 Company as on31.03.2012 as a

Chairman Member

1 Mr. K. Shiraj Independent Non – Nil Nil Nil Nil NilExecutive Director

2 Mr. Saurin Kavi Independent Non – 7 Yes 2 Nil 3executive Director

3 Mr. Rajesh Sutaria Independent Non – 6 Yes 2 Nil 3executive Director

4 Mr. Kannan Ramasamy Independent Non – Nil Nil 2 Nil NilExecutive Director

5 Mr. Dinubhai Shah Independent Non- 7 Yes Nil Nil NilExecutive Director

6 Mr. Hemanshu Mehta Independent – Non – 7 Yes 3 1 1Executive Director

7 Mr. Aswinkumar Bagdai Professional – 7 Yes Nil 1 NilExecutive Director

8 Mr. Pranav Vijay Sampat* Independent – Non 3 Yes Nil Nil NilExecutive Director

9 Mr. Raj Baldevsingh Jhala* Independent – Non 3 Yes Nil Nil 1Executive Director

10 Mr. Dharmesh Solanki* Independent – Non 3 Yes Nil 1 NilExecutive Director

11 Mr. Akash Desai* Independent – Non 3 Yes 1 1 NilExecutive Director

12 Mr. Pradeep Syam Independent – Non 2 Yes Nil Nil NilSunder Swain** Executive Director

* w.e.f. 04.10.2011 ** w.e.f. 10.11.2011

12

3. AUDIT COMMITTEE:

(a) COMPOSITION OF COMMITTEE:

Your Company had constituted an Audit committee as required under section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement. Committee assists the Board in matter of accounts and finance.

Audit Committee consist followings members:

1. Mr. Rajesh Sutaria * Chairman

2. Mr. Akash Desai ** Chairman

3. Mr. Saurin Kavi Member

4. Mr. Hemanshu Mehta Member

Note : * upto 04.10.2011 ** w.e.f. 04.10.2011

(b ) TERMS OF REFERENCE:

Terms of reference of Audit committee are given here in under:

1. To oversee the Company’s financial reporting, process and disclosures of its financial information.

2. To review financial statements and pre-publication announcements before submission to the Board.

3. To recommend the appointment of statutory auditors and fixation of their remuneration, to review anddiscuss with the auditors about internal control system, the scope of audit including observations ofauditors, major accounting entries, practice and policies, compliance with accounting standards & ListingAgreement, related party transactions.

4. To review the Company’s risk management policies and discussion with auditors any significant findingsand follow up thereon.

(c) MEETINGS AND ATTENDANCE DURING THE YEAR:

Audit committee duly met 5 times during the financial year 2011-2012. The attendance of the members atAudit Committee meeting were as follows:

SR. No. Name of Members Designation Meetings Attended

1. Mr. Akash Desai ** Chairman 3

2. Mr. Saurin Kavi Member 5

3. Mr. Hemanshu Mehta Member 5

4. Mr. Rajesh Sutaria * Chairman 2

4. REMUNERATION COMMITTEE

The Remuneration Committee consists of the following members:

1. Mr. Hemanshu Mehta Chairman

2. Mr. Saurin Kavi Member

3. Mr. Raj Baldevsingh Jhala * Member

4. Mr. Rajesh Sutaria ** Member

Note : * w.e.f. 04.10.2011** up to 04.10.2011

The terms of reference of the Remuneration Committee are as per the guidelines set out in the Listing Agreementwith the stock exchanges that include determination of the Company’s policy on specific remuneration packagesfor Directors.

One meeting of the Remuneration Committee was held on 06.09.2011 during the year ended 31st March 2012. TheDetails of the remuneration paid to the Executive Directors during the financial year 01.04.2011 to 31.03.2012 aregiven below:

Names of Directors Basic Salary allowances Sitting Fees As on 31.3.2012(`) (HRA) (`) (`) No. of Shares Held % of Holding

Mr. Aswinkumar Bagdai 0.00 0.00 16000/- 0 0.00

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5. SHARE TRANSFER AND INVESTOR’S GRIEVANCE COMMITTEE:

The Shareholders / Investors Grievance and Share Transfer Committee comprised of the following Directors:

1. Mr. Rajesh Sutaria * Chairman

2. Mr. Dharmesh Solanki ** Chairman

2. Mr. Saurin Kavi Director

3. Mr. Aswinkumar Bagdai Director

Note : * up to 04.10.2011** w.e.f. 04.10.2011

The committee looks after all aspects of business related to shares and retail investors. The committee alsoapproves the requests for issue of duplicate share certificate, new certificate, transfer and transmission of shares.

The Committee is also empowered to keep all records of Shareholders, Statutory Registers relating to shares andsecurities, maintaining of the complete records of shares Demated, Investors Grievances, Complaints receivedfrom investors.

The Company had received 1 complaint from the investor which was duly resolved during the financial year 2011-2012.

6. GENERAL BODY MEETING:

(a) DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS:

Year Location Date Day Time No. of SpecialResolution

2008-2009 Asha Nivas, 9 Rutland Gate, 12th November, Thursday 09.30 A.M. Nil5th Street Chennai - 600 006 2009

2009-2010 Basement, Payal Apartment, 30th September, Thursday 09.30 A.M. NilB/h GLS Ground, Ellisbridge, 2010

Ahmedabad – 380 006

2010-2011 Basement, Payal Apartment, 30th September, Friday 10.30 A.M. NilB/h GLS Ground, Ellisbridge, 2011

Ahmedabad – 380 006

7. DISCLOSURES :

The Company has not entered into any transactions of material nature with the Promoters, the Directors or theManagement, their subsidiaries or relatives, etc, that may have potential conflict with the interests of the Company.

All details relating to financial and commercial transactions, where Directors may have a potential interest, areprovided to the Board and interested Directors neither participate in the discussion, nor do they vote on suchmatters.

There are no instances of non compliances by the Company necessitating imposition of penalties, strictures on theCompany by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, duringthe last three years.

The Company has complied with all mandatory requirements under Clause 49 of the Listing Agreement and hasnot complied with non mandatory requirements.

WHISTLE BLOWER POLICY

Steps are being taken to establishing a Whistle Blower policy for the employees of the Company. However atpresent, every employee of the Company has right to report to the management, or suspected, fraud or violationof the Company’s Code of Conduct. No employee of the company has been denied access to the audit committee.

8. MEANS OF COMMUNICATION:

COMMUNICATION OF FINANCIAL RESULTS

The quarterly financial results are published in the News Paper Western Times (Gujarati & English) on completionof each quarter and same are being submitted to the Bombay Stock Exchange Ltd. and Madras Stock ExchangeLtd. where the shares are listed. The same is also put of the web site of the Bombay Stock Exchange Ltd.

14

9. GENERAL SHAREHOLDER INFORMATION

A. DETAILED PROGRAMME OF THE 17TH ANNUAL GENERAL MEETING

Date : 27.06.2012

Time : 9.30 A.M.

Day : Wednesday

Venue : 1009, Hemkunth, Opp. LIC Office, Ashram Road, Ahmedabad – 380 006

FINANCIAL CALENDAR 2012-2013 (TENTATIVE):

Results for Quarter:Ending on 30th June, 2012 : 2nd week of August, 2012Ending on 30th September, 2012 : 2nd Week of November, 2012Ending on 31st December, 2012 : 2nd Week of February, 2013Ending on 31st March, 2013 : 2nd Week of May, 2013

D. DATE OF BOOK CLOSURE : 25.06.2012 to 27.06.2012 ( Both Days inclusive)

E. LISTING ON STOCK EXCHANGES & STOCK CODE:

NAME OF STOCK EXCHANGE

Bombay Stock Exchange Ltd. : Code - 526842

Madras Stock Exchange Ltd.

F. DEMAT INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN) FOR EQUITY SHARES:

INE590F01029

G. DEMATERIALISATION OF SECURITIES:

81.03 % of the Company’s Equity Share Capital is dematerialized as on 31st March, 2012, by the members ofthe Company through NSDL and CDSL.

H. SHARE TRANSFER SYSTEM:

Trading in equity share of the Company is permitted in compulsory dematerialized form only. Share transferin physical form and request for demat received by the Registrar and Transfer agent are registered andreturned within the statutory period, provided all documents are valid and complete in all respects.

I. REGISTRAR & TRANSFER AGENT:

Link Intime India Pvt. Ltd.

303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Off. C. G. Road, Navrangpura, Ahmedabad –380009

Telefax No. : 91-79 - 26465179 Email: ahmedabad@linkintime.co.in

J. ADDRESS FOR COMMUNICATION & REGISTERED OFFICE :

Registered Office: - 1009, Hemkunth, Opp. LIC Office, Ashram Road, Ahmedabad

K. MONTHWISE STOCK MARKET DATA (BSE) RELATING TO EQUITY SHARES OF THE COMPANY FORTHE PERIOD 1ST APRIL, 2011 TO 31ST MARCH, 2012.

PERIOD FROM PRICE PER SHARE NO. OFApril,2010 TO March, 2011 HIGH (`) LOW (`) SHARESTRADED

April, 2011 19.38 11.85 4,91,083May, 2011 16.25 12.00 1,33,211June, 2011 13.64 10.05 36,169July, 2011 14.00 11.33 87,214August, 2011 11.93 7.93 64,797September, 2011 10.20 8.25 3,95,883October, 2011 9.95 7.80 58,579November, 2011 9.96 7.60 30,080December, 2011 8.08 6.00 13,653January, 2012 9.04 5.48 3,71,737February, 2012 11.46 8.73 1,09,197March, 2012 10.14 6.78 1,96,189

15

L. SHAREHOLDING PATTERN AS ON: 31ST MARCH, 2012.

SR. NO. OF SHARES PERCENTAGE OFNO.   HELD SHAREHOLDING

1 Indian Public 3479445 39.322 NRIs/ OCBs 8250 0.093 Mutual Funds and UTI 0.00 0.004 Bank, Financial Institutions

Insurance Companies, (Central Institutions) 0.00 0.005 Private Corporate Bodies 4155354 46.966 Indian Promoters: 1206000 13.63

Total 8849049 100.00

M. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2012.

Shareholding of Shares Number of % Age Shares % AgeFrom To Shareholders Total Allotted Total

1 - 500 4921 89.59 507181 5.73501 - 1000 224 4.08 181337 2.051001 - 2000 140 2.55 212094 2.402001 - 3000 57 1.04 142016 1.603001 - 4000 25 0.45 86450 0.984001 - 5000 33 0.60 154184 1.745001 - 10000 34 0.62 253182 2.86More Than 10000 59 1.07 7312605 82.64

TOTAL 5493 100.00 8849049 100.00

For And On Behalf of The Board Of Directorsof Dharnidhar Global & Infraprojects Ltd.

Date : 07.05.2012 Aswinkumar Bagdai Saurin KaviPlace : Ahmedabad Executive Director Director

CERTIFICATE ON CORPORATE GOVERNANCEToThe Members ofDharnidhar Global & Infraprojects LimitedWe have examined the compliance of conditions of Corporate Governance by M/s. DHARNIDHAR GLOBAL &INFRAPROJECTS LIMITED, AHMEDABAD for the year ended 31st March, 2012 as stipulated in Clause 49 of the ListingAgreement of the said Company with Stock Exchanges.The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination hasbeen limited to review of procedures and implementations thereof, adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financialstatements of the Company.In our opinion and to the best of our information and according to the explanations given to us by the Directors and theManagement, we certify that the Company has complied with the conditions of the Corporate Governance as stipulatedin Clause 49 of the above mentioned Agreement.We state that no investor grievance is pending against the Company as at March 31, 2012 as per the records maintainedby the Shareholders/Investors Grievance committee.We, further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For PRAFUL N. SHAH & CO.,Chartered Accountants

F R N : 108057W

(P. N. SHAH)Place : Ahmedabad ProprietorDate : May 7, 2012 Membership No.:-15591

16

AUDITORS’ REPORT

I I have audited the attached Balance Sheet of M/s. DHARNIDHAR GLOBAL & INFRAPROJECTS LIMITED,AHMEDABAD as at March 31, 2012 the Profit and Loss Account for the year ended on that date and cash flowstatements annexed thereto. These financial statements the responsibility of the company management. Myresponsibility is to express an opinion on these financial statements based on my audit.

II. I have conducted my audit in accordance- with the auditing statement standards generally accepted in India.Those Standards require that I plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financial statementpresentation. I believe that my audit provides a reasonable basis for my opinion.

III. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in termsof Sub-Section (4A) of Section 227 of the Companies Act, 1956, i give below a statement on the matters specifiedin paragraph 4 & 5 of the said Order.

1. (a) During the year, the Company has sold all the Fixed Assets. Under the circumstances, the matters ofmaintenance of proper records showing full particulars including quantitative details and situation of fixedassets, its physical verification by the management during the year are not applicable for the current year.

2. There being no inventory, the matter of physical verification is not applicable for the current year.

3. The company had not taken/granted any loan from to parties covered in the register maintained undersection 301 of the Companies Act, 1956 and hence there is nothing to express an opinion on the repaymentof loans taken or given or the payment / receipt of interest on the loans. There are no companies and partiescovered in the register maintained under section 301 of the Companies Act, 1956 to which the company hasgranted loans.

4. As there are no major purchase / trading of Raw Materials/Fixed Assets, the matter of adequate internalcontrol procedures commensurate with the size of the Company, is not applicable for the current year.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Act:

According to the information and explanations given to me, there are no transactions of purchase / sale ofgoods and materials and services in pursuance of contracts or arrangements that are required to beentered in the registers maintained under section 301 of the Act and aggregating to ` 500,000 or moreduring the year, in respect of any party.

6. In my opinion and according to the information and explanations given to me, the company has not acceptedany deposits from public during the year as per the provisions of sections 58A and 58AA or any otherrelevant provisions of the Companies Act, 1956

7. There is no internal audit system, as the management is of the opinion that looking to the present activitiesof the company, the same is not required.

8. In my opinion and According to the information and explanations given to me, maintenance of cost recordsunder section 209 (1) (d) of the Companies Act, 1956 has not prescribed for any of the products dealt withby the company during the year.

9. Statutory and other dues

(a) The matters of depositing the amounts with appropriate authorities undisputed statutory dues includingPF, investor education protection fund, employees state insurance, sales-tax, wealth-tax, Service Tax,custom duty, excise-duty, cess and other statutory dues are not applicable to the company for thecurrent year.

(b) From the verification of accounts of the company, I have to report that the company has not made thepayment of Income Tax for the year ended on 31/03/2010 (Asst. Year 2010-11) amounting to ̀ 20,00,000/-.

10. The company has incurred cash loss of ̀ 3,67,136/- (Loss of ̀ 11,76,304/- less amount of Loss in Sale ofFixed Assets ` 8,09,168/-) (in the immediate preceding financial year it was ̀ 1,91,663/-). However, thereis no accumulated loss in the company as at March 31, 2012 as well as on March 31, 2011.

11. The matter of default in repayment of dues to the bank and other financial institutions, is not applicable asthere is no such liability.

17

12. According to the information and explanations given to me and based on my examination of the documentsand records, I am of the opinion that no loans or advances have been granted by the company on the basisof security by way of pledge of shares, debentures and other securities.

13. In my opinion, the company is not a chit fund or nidhi/mutual benefit fund/ society. Therefore, provisions ofclause (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In my opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.Accordingly, the provisions of clause (xiv) of the Companies (Auditors Report) Order, 2003 are not applicableto the company.

15. According to the information and explanations given to me and based on my examination of the documentsand records, I am of the opinion that the company has not given any guarantee for loans taken by othersfrom bank or financial institutions.

16. In my opinion, the company had not availed any term loans from bank/financial institutions during the year.

17. According to the information and explanations given to me and on an overall examination of the balancesheet of the company, I report that the no funds have been raised, either or short term or on long term,during the year, The company has not made any preferential allotment of shares to parties and companiescovered in the register maintained under section 301 of the Act.

18. The company had not issued any debentures in the current year

19. The company had not raised any money through public issues during the year

20. According to the information and explanations given to me, no fraud on or by the company was noticed orreported during the year of my audit.

IV. Further to my comments in Paragraph III above, I report that:

a) I have obtained all the information and explanations, which to the best of my knowledge and belief werenecessary for the purpose of my audit;

b) In my opinion, the company has kept proper books of account as required by law so far as appears frommy examination of those books.

c) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are inagreement with the books of account

d) In my opinion, the balance sheet, profit and loss account and cash flow Statements dealt with by this reportcomply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act,1956;

e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken onrecord by the Board of Directors, I report that none of the Director is disqualified as on 31s March 2012 frombeing appointed as a director in terms of clause of Section 274 of the Companies Act, 1956;

f) In my opinion and to the best of my information and according to the explanations given to me and subjectto note no. (e) of Schedule:-12 (regarding details of Sundry Creditors/Debtors which has been not verifiedby me). The said accounts give the information required by the Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia:

i) In the case of Balance Sheet of the State of Affairs of the Company as at March 31, 2012;

ii) In the case of the profit and loss account, of the Loss for the year ended on that date; and

iii) In the case of the Cash Flow Statement of the cash flows during the said period.

For PRAFUL N. SHAH & CO.,Chartered Accountants

F R N : 108057W

(P. N. SHAH)Place : Ahmedabad ProprietorDate : May 7, 2012 Membership No.:-15591

18

BALANCE SHEET AS AT MARCH 31, 2012As at As at

Schedule 31/03/2012 31/03/2011` `

I. EQUITY AND LIABILITIES1 Shareholder’s Funds

a Share Capital 1 88,490,490 88,490,490b Reserves and Surplus 2 49,189,862 50,366,166c Money received against share warrants — - — -

2 Share appl. money pending allotment — - — -

3 Non-Current Liabilitiesa Long-term borrowings — - — -b Deferred tax liabilities (Net) — — — —c Other Long term liabilities — — — —d Long term provisions — — — —

4 Current Liabilitiesa Short-term borrowings — — — —b Trade payables — — — —c Other current liabilities 3 107,650 14,352,821d Short-term provisions 4 2,000,000 2,000,000

139,788,002 155,209,477

II. Assets1 Non-current assets

a Fixed assetsi) Tangible assets 5 — - 98,534,168ii) Intangible assets — - — -iii) Capital work-in-progress — - — -iv) Intangible assets under development — - — -

b Non-current investments — - — -c Deferred tax assets (net) — - — -d Long term loans and advances — - — -e Other non-current assets — - — -

2 Current assetsa Current investments — - — -b Inventories 6 — - 30,070,218c Trade receivables 7 — - 26,068,134d Cash and cash equivalents 8 3,188,002 11,957e Short-term loans and advances 9 136,600,000 525,000f Other current assets / Debtors — —

139,788,002 155,209,477

Notes forming parts of accounts 12

As per attached report of even dateFor Praful N. Shah & Co. For and on behalf of the Board of DirectorsChartered Accountants(FRN:108057W)

(P. N. SHAH) Saurin Kavi Ashwin TansukhlalProprietor Director DirectorMembership Number: 15591

AhmedabadDate: 07/05/2012

19

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2012Year Ended Year Ended

Schedule 2011-2012 2010-2011` `

1 Revenue from operations 31,390,218 21,292,682

2 Other Income — — — -

3 Total Revenue (1 +2) 31,390,218 21,292,682

4 Expenses:

Cost of materials consumed 1,010,000 12,387,611

Purchase of Stock-in-Trade — - — -

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 30,070,218 8,062,530

Employee benefit expense 10 320,400 586,305

Financial costs — - — -

Depreciation and amortization expense — - 1,627,497

Other expenses 11 356,736 447,899

Total Expenses 31,757,354 23,111,842

5 Profit before exceptional and extraordinary items and tax (367,136) (1,819,160)

6 Exceptional Items/Loss in sale of Fixed Assets (809,168) — -

7 Profit before extraordinary items and tax (5-6) (1,176,304) (1,819,160)

8 Extraordinary Items — — -

9 Profit before tax (7-8) (1,176,304) (1,819,160)

10 Tax expense:i) Current tax — — -ii) Deferred tax — — -

11 Profit(Loss) from the perid from continuing operations (1,176,304) (1,819,160)

12 Profit/(Loss) from discontinuing operations — — -

13 Tax expense of discounting operations — — -

14 Profit/(Loss) from Discontinuing operations (12-13 — — -

15 Profit/(Loss) for the period (11 + 14) (1,176,304) (1,819,160)

16 Earning per equity share:

i) Basic 0 0

ii) Diluted 0 0

Notes on Accounts 12

As per attached report of even dateFor Praful N. Shah & Co. For and on behalf of the Board of DirectorsChartered Accountants(FRN:108057W)

(P. N. SHAH) Saurin Kavi Ashwin TansukhlalProprietor Director DirectorMembership Number: 15591

AhmedabadDate: 07/05/2012

20

SCHEDULE ANNEXED TO AND FORMING PART OF THECASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2012

As at As at31/03/2012 31/03/2011

` In Lacs ` In Lacs

A CASH FLOW FROM OPERATING ACTIVITIESProfit/(Loss) of the year (11.76) (18.19)

Adjustments for:1 Depreciation — - (16.27)2 Miscellaneous Expenditure W/off. — - —3 Income tax Provision — - —

— - (16.27)

Operating Profit/(Loss) before working Capital changes (11.76) (1.92)Adjustment for :1 Loans & Revocable

Increase / (Decrease) (1,360.75) 7.252 Trade Payables & Liabilities

Increase / (Decrease) (142.45) 123.573 Inventories

Increase / (Decrease) 300.70 80.633 Sundry Debtors

Increase / (Decrease) 260.68 (212.93)

(941.82) (1.48)

Net Cash Flow from Operating Activity (953.58) (3.40)

B CASH FLOW FROM FINANCING ACTIVITIES:Sales / (Purchase) of Fixed Assets 985.34 —

Net Cash Flow from Investment Activities 31.76 (3.40)

C CASH FLOW FROM FINANCING ACTIVITIESProcurements of:1 Secured Loans — —2 Un- Secured Loans — - —

Net Cash used in Financing Activities — —

Net increase/(decrease)in cash & Cash equivalents(A+B+C) 31.76 (3.40)

Opening balance of cash and cash equivalents 0.12 3.52

Closing balance of cash and cash equivalents 31.88 0.12

(31.76) 3.40

As per attached report of even dateFor Praful N. Shah & Co. For and on behalf of the Board of DirectorsChartered Accountants(FRN:108057W)

(P. N. SHAH) Saurin Kavi Ashwin TansukhlalProprietor Director DirectorMembership Number: 15591

AhmedabadDate: 07/05/2012

21

SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2012

As at As at31/03/2012 31/03/2011

` `

Schedule - 1 : SHARE CAPITALAuthorised:100,50,000 Equity Shares of ̀ 10/- each 100,500,000 100,500,000

Issued and Subscribed:88,49,049 Equity Shares of ` 10/- each 88,490,490 88,490,490

88,490,490 88,490,490

Schedule - 2 : RESERVE & SURPLUSCapital ReserveOpening Balance 37,360,448 37,360,448Less:Transfer to Capital Account — - — -

37,360,448 37,360,448

Profit & Loss Account 11,829,414 13,005,718

49,189,862 50,366,166

Schedule - 3 : OTHER CURRENT LIABILITIESSundry Creditors 107,650 14,352,821

107,650 14,352,821

Schedule - 4 : SHORT TERMS PROVISIONSProvision for Taxation 2,000,000 2,000,000

2,000,000 2,000,000

Schedule - 5 FIXED ASSETSNo. PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

As at Addi- Deductions As at Up to For the Deductions Up to As at As at31.03.11 tions 31.03.12 31.03.11 Year 31.03.12 31.03.12 31.03.11

(A) (B) (A-B)

1 Granite Quarry 92,356,000 — 92,356,000 — — — —- — — 92,356,000

2 Plant & Machineries 34,321,411 — 34,321,411 — 27,320,284 — 27,320,284 — — 7,001,127

3 Furnitures & Fixtures 2,852,951 — 2,852,951 — 3,153,756 — 3,153,756 — — (300,805)

4 Vehicles 2,142,114 — 2,142,114 — 2,664,268 — 2,664,268 — — (522,154)

5 Computers 238,050 — 238,050 — 238,050 — 238,050 — — —

Total 131,910,526 — 131,910,526 — 33,376,358 — 33,376,358 — — 98,534,168

Note:- During the year all the Fixed Assets have been sold and the loss on such sale amounting to ` 8,09,168/- has been shown in theProfit and Loss Account under the head “Exceptional Items /Loss in sale of Fixed Assets“

22

As at As at31/03/2012 31/03/2011

` `

Schedule - 6 : INVENTORIES(At lower of cost or market value as certified by the management)Work in Progress — - 12,105,685Traded Goods — - 17,964,533

— - 30,070,218

Schedule - 7 : TRADE RECEIVABLES(Considered Good - Unsecured as certified by the Management)Outstanding for a period exceeding six months — - 4,775,452Other Debtors — - 21,292,682

— - 26,068,134

Schedule - 8 : CASH & CASH EQUIVALENTSCash on Hand 515,066 6,457Bank Balance 2,672,936 5,500

3,188,002 11,957

Schedule - 9 : SHORT - TERMS LOANS & ADVANCES(Unsecured, Considered Good)Advances to Suppliers — - 525,000Advances for Purchase of Land 99,600,000 — -Advances for Land Development 37,000,000 — -

136,600,000 525,000

SCHEDULE ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THEYEAR ENDED MARCH 31, 2012

Year Ended Year Ended2011-2012 2010-2011

` `

Schedule - 10 : EMPLOYEES COSTSSalaries 320,400 586,305

320,400 586,305Schedule - 11 : ADMINISTRATIVE & OTHER EXPENSESRemuneration to Auditors:As Auditors 25,000 25,000For Income Tax matters 10,000 20,000Rent 18,000 144,000Electricity Expenses 25,428 54,523Bank Charges 395 — -Printing & Stationery 28,854 39,215Postage & Telegram 15,450 22,322Conveyance 12,610 30,254Vehicle Mentainance 780 28,765Directors Sitting Fees 16,000 16,000Business Promotional Expenses 800 16,040Legal Exps. 160,936 — -R.O.C. Exps. 6,000 — -Legal & Professional Fees 1,000 12,500Office Expenses 35,483 39,280Loss on sale of Assets 809,168 — -

1,165,904 447,899

23

Notes to the Financial Statements for the year ended March 31, 2012

Schedule :-12

Accounting Policy

a) The financial statements have been prepared under the historical cost convention and on the basis of goingconcern. The system of accounting followed is mercantile system in accordance with generally accepted AccountingPrinciples and the provisions of the Companies Act, 1956 not specifically referred to, are consistent with GenerallyAccepted Accounting Principles followed by the Company The Company has complied with the Accounting standardsreferred to in sub- section (3C) of section 211 of the Companies Act, 1956 in the preparation of its profit and LossAccount and the Balance Sheet.

b) Fixed Assets / Depreciation During the year, all the Fixed Assets have been sold. Under the circumstances, thematters of showing costs and the method of calculation of depreciation is not applicable to the company for currentyear.

c) Foreign Currency Transactions :

Foreign exchange transactions are normally recorded at the exchange rate prevailing at the time of transaction.Any Income or Expenditure on account of exchange difference either on settlement or on Translation is recognizedin Profit or Loss Account. However there are no such transaction during the year.

d) InventoriesThere being no stocks as on date of Balance Sheet, this matter is also not applicable.

e) Sundry Creditors / Debtors As mentioned in last year’s report, the details of Sundry Creditors & Debtors were notavailable with the company. During the year the company has gathered such details and have cleared all thoseaccounts. Thus, at the close of the year, no amounts are outstanding under the these heads. The creditors, whichare shown in the Balance Sheet are for the current activities of the company.

f) Retirement Benefits

No employee of the company is eligible for cover under the Employees Provident Fund Schemes administered bythe Regional Provident Fund Commissioner and also the provisions of the Payment of Gratuity Act and hence noprovision for the same is made in the accounts. The Employees State Insurance Scheme is not applicable to theCompany.

g) Accounting for Taxes on Income :

Provision for income tax is not made, due to loss of the year.

Notes to Accounts

1. Estimated amounts of contract remaining to be executed on capital account but not provided for: Nil(Previous Year: Nil)

2. Value of Imports on CIF basis : Nil (Previous Year: Nil)

3. Expenditure in Foreign Currency : Nil (Previous year: Nil)

4. Earnings in Foreign Currency : Nil (Previous Year: Nil)

5. Earnings per Share :

Particulars 31-03-2012 31-03-2011

Net Profit/(Loss) after tax (`) Being loss, not applicable Being loss, not applicable

Shares outstanding (Nos.) 88,49,049 88,49,049

Face value per equity share (`) 10.00 10.00

Earnings per shares-Basic (`) Being loss, not applicable Being loss, not applicable

Earnings per shares-Diluted (`) Being loss, not applicable Being loss, not applicable

24

6. Managerial Remuneration

a. Managing Director/Whole-time Director

Particulars 31-03-2012 31-03-2011

Basic Salary Nil Nil

House Rent Allowance Nil Nil

Total Nil Nil

Sitting Fess to Other Directors 16,000/- 16,000/-

7. LOANS & ADVANCES :

Loans & Advances as shown in Balance Sheet amounting to ̀ 13,66,00,000/- represents:- ̀ 9,96,00,000/- paidto one party as advance for the purchase of Land in terms of Agreement for sale (Banakhat without possession)dated : 31/12/2012. ̀ 3,70,00,000/- paid for the land development of land, on above land to one Company.

8. Capacity Utilisation / Production / Other Quantitative details :- There being no activities during the year, suchinformation are NIL.

9. Previous Year figures have been regrouped and/or reclassified wherever necessary to Conform to the currentyears’ classification.

As per attached report of even dateFor Praful N. Shah & Co. For and on behalf of the Board of DirectorsChartered Accountants(FRN:108057W)

(P. N. SHAH) Saurin Kavi Ashwin TansukhlalProprietor Director DirectorMembership Number: 15591

AhmedabadDate: 07/05/2012

ATTENDANCE SLIP

DHARNIDHAR GLOBAL & INFRAPROJECTS LTD.Regd. Off: 1009, Hemkunth, Behind LIC Office, Ashram Road, Ahmedabad – 380 006

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL.I/We hereby record my/our presence at the 17th Annual General Meeting held at 1009, Hemkunth, BehindLIC Office, Ashram Road, Ahmedabad – 380 006, at 9:30 a.m. on Wednesday, the 27th June 2012.

DP ID No.* : L.F No. :

Client ID No.* : No. of shares held :

Name and address of the shareholder(s)

If Shareholder(s), Please sign here If Proxy, Please sign here

… … … … … … … … … … … … … … … … … … … … .........................................… … … … … … … … … … … … … … … … … .

FORM OF PROXY

DHARNIDHAR GLOBAL & INFRAPROJECTS LTD.Regd. Off: 1009, Hemkunth, Behind LIC Office, Ashram Road, Ahmedabad – 380 006

DP ID No.* : L.F No. :

Client ID No.* : No. of shares held :

I/We of

being a Member / Members of the above named Company hereby appoint

of or failing him/her

of as my/our proxy/proxies to vote for me/us on my/our behalf at the 17th

Annual General Meeting of the Company to be held on Wednesday, the 27th June 2012 at 9:30 a.m. and at

any adjournment thereof.

Signed this … … … … … … day of … … … … 2012.

Signature … … … ..… … … ........................ ....................

Notes:1. The form should be signed across the stamp as per specimen signature (s) registered with the Company.2. The Proxy Form must be deposited at the Registered office of the company not less than 48 (Forty-

Eight) hours before the time fixed for holding the Meeting.3. A proxy need not be a Member.* Applicable for investors holding shares in electronic form.

Affix a1 Re.

RevenueStamp

To

Book - Post

If undelivered, please return to

DHARNIDHAR GLOBAL &INFRAPROJECTS LTD.Regd. Off:1009, Hemkunth, Behind LIC Office,Ashram Road, Ahmedabad – 380 006