The directors have pleasure in presenting their Tenth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights

During the year under review, performance of your company as under:

                                              (Amount in Rupees)

Particulars                           Year Ened         Year Ended
                               31st March, 2015   31st March, 2014

Turnover                          1,040,017,301      1,416,292,564

Profit/(Loss) before taxation         8,846,700          90,49,291

Less: Tax Expense                     2,733,630          2,796,231

Profit/(Loss) after tax               6,113,070          6,253,060

Add: Balance B/F from the previous 
year                                 14,240,574          7,987,514

Balance Profit/(Loss) C/F to the 
next year                            20,353,644         14,240,574

Your Directors are pleased to inform that the company has got its Equity Shares listed on SME Platform of BSE Limited on12th December, 2014.

Review of Operations

During the year under review the company has recorded a turnover of Rs. 1,040,017,300 as compared to Rs. 1,416,292,564 in the previous year. The Company has recorded a net profit of Rs.6, 113,070 as compared to Rs. 6,253,060 in the previous year.

Share Capital

The Company has 214,148,880 Equity Share Capital for the Financial Year ended 31st March, 2015. The Company has not increased its Capital throughout the year.

Dividends

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2015.

Transfer to Reserves

The Company proposes to transfer a sum of Rs. 6,113,070/- to Reserve and Surplus for the Financial Year ended 31st March, 2015.

Number of meeting of Board of Directors

During the Financial Year 2014-15, thirteen meetings of the Board of Directors and one meeting of Independent Directors' were held. The details of which are given in Corporate Governance Report. The Provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between meetings.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination & Remuneration committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship Committee

The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

State of the Company's Affairs

The Company is engaged in the business of Civil & Construction Works. There has been no change in the business of the company during the financial year ended 31st March, 2015.

Change in the nature of Business, if any There was no change in the nature of business of the company during the financial year ended 31st March, 2015.

Material Changes and Commitments affecting financial position of the Company, occurring after Balance Sheet date There were no material changes and commitments affecting the financial position of the Company between the end of the financial year ended 31st March, 2015 and date of the report (13.08.2015).

Extract of Annual Return

The extract of the Annual Return in accordance with section 134(3) of the Companies Act, 2013 in Form No. MGT-9 for the financial year ended March 31, 2015 is annexed hereto as Annexure - II and forms part of Director Report.

Loans, Guarantees and Investments

During the Financial year the Company has made Loan, Guarantees, Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties:

The Company has not entered into any contracts or arrangements with related party during the financial year 31st March, 2015. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format AOC-2 has been enclosed as Annexure - III and forms part of this report.

The policy on the materiality of related party transactions as approved by the Board may be accessed on the company's website: www.anubhavinfrastructure.com. Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section 134 (3) ('m)'of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are annexed as Annexure-IV and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel:

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and diversification of the business of the Company.

a) Appointment of Independent Directors:

The Company appointed Mr. Ajay Kumar Khandelwal (DIN: 03610290) and Mr. Rishi Boyed (DIN: 06651804) as Independent Directors witheffect from 9th November, 2013.

The Company has also appointed Ms. Devangna Tiwari (DIN: 06651804) as Independent Directors with effect from 26th March, 2015.

b) Change In Directorship During The Year:

During the year under review Ms. Devangna Tiwari was appointed as an Additional, Non- Executive & Independent Director of the company with effect from 26th March, 2015.

Mr. Ajay Kumar Khandelwal was designated from Additional Director to Non- Executive, Independent Director of the Company with effect from 22nd September, 2014.

Mr. Rishi Boyed was designated from Additional Director to Non- Executive, Independent Director of the Company with effect from 22nd September, 2014.

c) Statement on declaration given by Independent Directors under sub- section (6) of section 149 The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of interdependence as prescribed both under sub - section 149 of the Companies Act, 2013 and under Clause 52 of the Model SME Listing Agreement with the Stock Exchanges.

d) Retirement by Rotation:

Mr. Prasenjit Basak, Whole-time Director of the Company, retires under Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

e) Key Managerial Personnel:

The Board of Directors of the Company had appointed Ms. Swati Kedia as Company Secretary/ Compliance Officer of the Company with effect from 13th November, 2013.

Mr. Dinesh Agarwal was appointed as Managing Director of the Company by the Board vide dated 7th October, 2013.

Mr. Prasenjit Basak was appointed as Whole-time Director of the Company by the Board vide dated 12th November, 2013.

Ms. Bijeyta Agarwal was appointed as a Chief Financial Officer of the Company vide letter dated 12th November, 2013.

The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting.

Formal Annual Evaluation:

One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors. In accordance with the provisions of the Acts and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under clause 52 of the Model SME Listing Agreement.

A separate exercise was carried out to evaluate the performance of individuals Directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non Independence Directors and Boards as a whole also carried out by the Independent Directors.

The Board of Directors in its meeting held on 26th March, 2015 undertook the annual evaluation of its own performance, Board Committee and individuals Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

Subsidiaries, JVs or Associate Companies:

The company does not have any subsidiaries, JVs and Associate Companies.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under section 197(12) of the act read with rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- V.

Directors Responsibility Statement:

The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c) of sub- section (3) shall state that-

a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Accounting Policies: The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and Loss of the company for that period.

c) Proper Efficient and Care: The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Going Concern Basis: The directors had prepared the annual accounts on a going concern basis.

e) Compliance with all laws: The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls: The directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and operating effectively.

Board's Comment on the Auditor's Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

Risk Management Policy:

The Board of Directors of the company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. This policy is also available on the Company's website www.anubhavinfrastructure.com.

Internal Financial Control Systems:

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

Whistle Blower Policy/ Vigil Mechanism:

The company has formulated vigilance Mechanism /Whistle Blower Policy as per the provisions of the Companies Act, 2013 and Clause 52 of the Model SME Listing Agreement to provide a mechanism for employees of the company to approach the vigilance officer/Chairman of the Audit Committee of the company safeguards against victimization of persons who use such mechanism. The vigilance officer places the report/ status of complaints received and resolved, if any to the members of Audit Committee. Further the aggrieved person can have directed access to the chairman of Audit Committee. The policy is readily available on company's website www.anubhavinfrastructure.com.

Corporate Governance:

Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided under the amended Clause 52 of the Model SME Equity Listing Agreement with the Stock Exchanges, are complied with.

A separate report on Corporate Governance along with the Auditors certificate for its due compliance is forming part of this Annual Report.

Management Discussion and Analysis Report:

A separate report on Management Discussion and Analysis as per clause 52 of the Model SME Listing Agreement with the stock exchanges is forming part of this Annual Report.

CEO/CFO Certification:

The CEO/CFO Certificate on the financial statements of the company as required under Clause 52 of the Model SME Listing Agreements forms part of this Annual Report.

Transfer of Amounts to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed. Therefore there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

AUDITORS:

a) Statutory Auditors:

M/s. GHOSHAL & Co., Chartered Accountants (Registration No: 304154E), who are the Statutory Auditor of the company hold office until the conclusion of the ensuring Annual General Meeting. It is proposed to re- appoint them to examine and audit the accounts of the company for one year to hold office from the conclusion of this AGM till the conclusion of the 11th AGM of the company to be held in the year 2016 subject to ratification of their appointment at every AGM. M/s. GHOSHAL & Co, has under section 139(1) of the Companies Act, 2013 and the rules framed thereunder furnished a certificate of their eligibility and consent for re- appointment.

The Auditors Report is clean and there are no qualifications in their report.

b) Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 the company had appointed M/s.Jain Prasad & Co. as the Internal Auditor of the company to carry out the internal auditor of the functions and activities of the company.

c) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 of the company had appointed Ms. Neha Jain (C.P No. 10825), Company Secretaries to conduct the secretarial audit of the company for the financial year 2014-15. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report Annexure- I (MR-3) There are no qualifications or adverse remarks in their Report.

Deposits:

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2014-15.

Corporate Social Responsibility:

In pursuance of the provisions of section 135 of the companies Act 2013, the CSR provisions were not applicable to the company.

Code of Conduct:

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Conduct". The code has been posted on the Company's Website www.anubhavinfrastructure.com.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the company. The Code requires pre- clearance for dealing in the company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the code.

All Board Directors and the designated employees have confirmed compliance with the code.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act. 2013:

The Company has formulated a policy for the prevention of sexual harassment within the company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2014-15. A copy of the Policy against sexual harassment is posted on the Company's Website www.anubhayinfrastructure.com.

Nomination and Remuneration Policy of the Company:

The company's policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178(3) of the Companies Act, 2013 is furnished in Annexure-VI And form part of this Annual Report.

Human Resources:

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the company during the year. Presently your company does not have any employee falling within the scope of section 217 (2A) of the Companies Act 1956 read with companies (particulars of the Employees) rules, 1975.

Health, Safety and Environmental Protection:

Your company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals impacting the going concern status and company's operation in future:

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

Acknowledgement:

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

                                                By Order of the Board

                                Sd/-                             Sd/-

                                Dinesh Agarwal         Prasenjit Basak

Place : Howrah                  Managing Director  Whole-time Director

Date  : August 13, 2015         (Din: 00499238)        (Din: 06740802)