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Devoted Construction Ltd.

BSE: 542002 Sector: Infrastructure
NSE: DCL ISIN Code: INE061Z01011
BSE 00:00 | 26 Mar Devoted Construction Ltd
NSE 05:30 | 01 Jan Devoted Construction Ltd
OPEN 11.00
PREVIOUS CLOSE 11.50
VOLUME 24000
52-Week high 12.15
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 10.85
Buy Qty 3000.00
Sell Price 11.75
Sell Qty 3000.00
OPEN 11.00
CLOSE 11.50
VOLUME 24000
52-Week high 12.15
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 10.85
Buy Qty 3000.00
Sell Price 11.75
Sell Qty 3000.00

Devoted Construction Ltd. (DCL) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting the 03rd Standalone AnnualReport and Audited Statement of Accounts for the financial year ended 31st March 2019.

(In Rs)
FINANCIAL RESULTS 2018-19 2017-18
Sales and Services - -
Other Income - -
Total Revenue - -
Total Expenditure 787888 334202
Profit before Tax (787888) (334202)
Less: Tax Expense
Current Tax - -
Deferred Tax - -
Taxes for Earlier Years - -
Profit/Loss for the year after tax (787888) (334202)

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for theyear under review with a view to conserve resources and to overcome the loss for theFinancial Year ended 31st March 2019 and to strengthen the net workingcapital.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Financial Review

During the Financial Year under review the Company was in the process of getting listedon SME Portal of BSE and could not do any business and incurred a loss of Rs (787888).The Board of Directors are optimistic of the view the post Listing of the Shares on BSEthe Company will flourish in the coming years. During the year the Company has issued Zeropercent redeemable optionally convertible debentures to reduce the interest burden of thecompany.

Share Capital

During the financial year 2018 -2019 the paid up capital of the Company stood at Rs. 30010800 (Rupees Three Crores Ten Thousand Eight Hundred Only) Equity Shares of Re. 10/-each.

Industry Overview for The Company

A turbulent equity movement dismal corporate earnings sub normal monsoons plunge incommodity and oil prices: It has not been a good year to remember for Real Estate."Year 2018-2019 turned out to be a complicated year for investors with corporateperformance failing markets expectation. Domestic politics have also eluded marketexpectations.

Opportunities and Outlook

Fire is the Test of Gold; adversity is the test of character. The year was a‘trial by fire' for the real estate industry. After the monumental regulatory changesand reforms rolled out in the previous year implementation of RERA AND GST wasparticularly impactful for the real estate industry. "Markets are likely to bevolatile. However we are positive that in 2019 a more meaningful shift will take placein financial assets. These developments led to a decline in sentiment and salestransaction continuing the declining trend due to impact of demonetisation.

Threat Risks & Concern

Low pace of global growth low commodity prices and the government's inability tobalance the fiscal deficit will be three key challenges to the markets. "While thedeveloped economies are moving out of repair growth across many emerging markets couldmoderate given high dollar debt. Key long-term challenge for India remains ability torein in the consolidated fiscal deficit. Government expenditure bill will increase withthe proposed revision in wages and likelihood of other measures to support rural income.

Adequacy of Internal Control

The Company has a well laid out internal control system. The internal control system isso designed to ensure that there is adequate safeguard maintenance and usage of assets ofthe Company.

Human Resources

The Company currently has a strong team of less than 10 employees and we would like tothank each and every member of the devoted family for their role and continuouscontribution towards the Company's performance.

FIXED DEPOSITS

During the Financial Year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Regulation 19 of the LODR the Boardof Directors of the Company at their meeting held on 25th November 2017 formulated theRemuneration Policy on the recommendations of the Nomination & Remuneration Committee.The salient features covered in the Remuneration Policy have been outlined in theCorporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of the Company is set out in "Annexure A" to thisReport and is available on the website of the Company.

DIRECTOR'S & KEY MANAGERIAL PERSONNEL (APPOINTMENTS/RE-APPOINTMENTS):

DIRECTORS

Pursuant to Section 152 of the Companies Act 2013 Mr. Pushpendra Surana Director ofthe Company retires by rotation at ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

KEY MANAGERIAL PERSONNELS

Mr Gaurav Bohra Managing Director cum CFO and Mrs Shagun Nijhawan Company Secretaryare the Key Managerial Personnels in accordance with the provisions of the Companies Act2013 and Rules made there under.

FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company.

EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunder and LODR the Board of Director on recommendation of Nominations & RemunerationCommittee have evaluated the effectiveness of the Board/Director(s) for financial year2018-19.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014does not apply in your Company.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as LODR.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act 2013 theDirectors confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended 31stMarch 2019 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit of the Company for the financial year ended 31st March 2019;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern' basis;

(e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

M/s. Prakash Mishra & Co. Chartered Accountants [Firm Reg. No. 025280N] tenderedtheir resignation to discontinue as the Statutory Auditor of the Company for the remainingterm of their period. Hence in order to fill up the casual vacancy the Company hasappointed M/s. R Gopal & Associates Chartered Accountants [Firm Registration No:000846C in the Board Meeting convened on 04th September 2019. The office ofM/s. R. Gopal & Associates. Chartered Accountants are to be confirmed by the membersin the ensuing Annual General Meeting Further their appointment shall be for the tenureof 05 (Five) years subject to the approval of members in the ensuing Annual GeneralMeeting. As required under Section 139 of the Companies Act 2013 the Company hasreceived a written consent from M/s. R Gopal & Associates. Chartered Accountants forsuch appointment and also a certificate to the effect that their appointment if madewould be in accordance with Section 139(1) of the Companies Act 2013 and the rules madethere under. The Notes on financial statement referred in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed MZ & Associates Company Secretaries to conduct the Secretarial Audit ofyour Company. The Secretarial Audit Report is annexed herewith as "Annexure -B" to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remarks.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has in place proper internal auditor.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.

RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard 18are set out in Note 14 to the standalone financial statements forming part of this AnnualReport. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website.

LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

Details of loan and advances guarantee and investments has been given in the balancesheet note to accounts.

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177(10) of the Companies Act 2013 andListing Obligations and Disclosure Requirements (LODR) Regulations 2015. The Companythrough this policy envisages to encourage the Directors and Employees of the Company toreport to the appropriate authorities any unethical behaviour improper illegal orquestionable acts deeds actual or suspected frauds or violation of the Company's Code ofConduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism /Whistle blower policy may be accessed on the Company's website.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are notapplicable to the Company as your Company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange earnings and outgo 2018-19 (in Rs.) 2017-18 (in Rs.)
FOB Value of Exports Nil Nil
CIF Value of Imports Nil Nil
Expenditure in foreign currency Nil Nil

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerializedform as per the Securities and Exchange Board of India (SEBI) circular dated May 29 2000.

The Company has established connectivity with both the Depositories viz. NationalSecurity Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL)to facilitate the demat trading. As on 31st March 2019 100% of the Company'sShare Capital is in dematerialized form. The Company's shares are regularly traded on BSE(SME) Limited.

CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR the Corporate Governance report together with acertificate issued from MZ & Associate Company Secretaries on its compliance is madepart of the Annual Report

CAUTIONARY STATEMENT

Statement in the management's discussions and analysis describing the Company'sprojections estimates expectations or predictions may be ‘forward lookingstatements' within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatwould make a difference to the Company's operations include demand-supply conditionschanges in government regulations tax regimes and economic developments within thecountry and abroad and such other factors.

ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including thecustomers bankers suppliers and employees of the Company for their co-operation andassistance.

Registered Office:
By order of the Board
Property No 6 DSIIDC Shed 1 For DEVOTED CONSTRUCTION LIMITED
Okhla Phase-2 Second Floor
New Delhi 110020
Date: - 04th September 2019 Suresh Bohra Manjeet Pugalia
Place: - New Delhi Director Director
DIN: 00093343 DIN: 07131803

Annexure (A) to Director's Report:

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Ratio of Remunerationof each Director to the median remuneration of all the employees of Your Company for theFinancial Year 2018-2019:

Name of the Director Total Remuneration Ratio of Remuneration of Director to the Median Employee
Mr. Suresh Bohra Nil Nil

Notes:

1. Median remuneration of the Company for all its employees is NIL for thefinancial year 2018-19.

Details of percentage increase in the remuneration of each Director and CFO and CompanySecretary in the Financial Year 2018-2019:

Name Remuneration Increase %
2018-19 2017-18
Mr. Suresh Bohra Nil Nil Nil
Mr. Gaurav Bohra (Appointed w.e.f 18.04.2019) Nil Nil Nil
Mrs. Babita Bohra( Resigned w.e.f 29.09.2018) Nil Nil Nil
Mr. Pushpendra Surana Nil Nil Nil
Mr. Syed Liaqat Ali (Appointed w.e.f 18.04.2019) Nil Nil Nil
Mr. Manjeet Pugalia Nil Nil Nil
Mrs. Shagun Nijhawan (Appointed w.e.f 29.09.2018) 71010 Nil Nil
Mr. Narsimha Kavadi (Appointed w.e.f 29.05.2019) Nil Nil Nil

Notes

During the year your Company did not pay the sitting fees for attending the board andcommittee meeting. Therefore there is no such increase in remuneration for thenon-executive independent director. The remuneration to Directors is within the overalllimits approved by the shareholders.

Percentage increase in the median remuneration of all employees in the financial year2018-2019:

Financial Year 2018-19 2017-18 Increase %
Median remuneration of all the employees per annum Nil Nil Nil

Number of permanent employees on the rolls of the Company as on March 31st2019

Executive/Manager Nil
Other employees 6

A. Explanation on the relationship between average increase in remuneration and Companyperformance:

There was no increase in average remuneration of all employees in the financial year2018-19 as compared to the financial year 2017-18.

B. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

There is no increase in the salary of the KMP during the Financial Year 2018-19.

C. Details of share price and market capitalization etc: Not Applicable

D. Comparison of average percentage increase in salary of employee other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

2018-19 2017-2018 Increase (%)
Average salary of all employees (other than key managerial personnel) Nil Nil
Salary of Managing Director Nil Nil
Salary of Company Secretary 71010 Nil

The increase in remuneration of employees other than the managerial personnel is inline with the increase in remuneration of managerial personnel.

A. Key parameters for the variable component of remuneration No variable compensationis paid by the Company to its Directors.

B. The ratio of the remuneration of the highest paid Director to that of the Employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: Not Applicable

C. Affirmation: It is hereby affirmed that the remuneration paid during the year underreview is as per the Remuneration Policy of the Company.

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