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Devoted Construction Ltd.

BSE: 542002 Sector: Infrastructure
NSE: DCL ISIN Code: INE061Z01011
BSE 00:00 | 21 Mar Devoted Construction Ltd
NSE 05:30 | 01 Jan Devoted Construction Ltd
OPEN 4.26
PREVIOUS CLOSE 4.26
VOLUME 3000
52-Week high 4.26
52-Week low 4.26
P/E 426.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.26
CLOSE 4.26
VOLUME 3000
52-Week high 4.26
52-Week low 4.26
P/E 426.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Devoted Construction Ltd. (DCL) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting the 05th Standalone AnnualReport and Audited Statement of Accounts for the financial year ended 31st March 2021.

(In Rs)

FINANCIAL RESULTS 2020-21 2019-20
Sales and Services - -
Other Income - -
Total Revenue 2956455 6670250
Total Expenditure 3118866 6711936
Loss before Tax (162411) (41686)
Less: Tax Expense
Current Tax - -
Deferred Tax - -
Taxes for Earlier Years - -
Profit/Loss for the year after tax (162411) (41686)

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 2021 and to strengthen the net workingcapital.

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MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Share Capital and Changes in Share Capital

Authorized Share Capital

The Authorised share capital of the Company as on 31st March 2021 was Rs 31000000/-(Rupees Three Crores Ten Lakhs) divided into 3100000 shares of Rs 10/- each.

Paid-up Share Capital

The paid up capital of the Company as on 31st March 2021 was Rs. 30010800 (RupeesThree Crores Ten Thousand Eight Hundred Only) divided into 3001080 Equity Shares of Rs.10/- each. During the period under review there was no change in the share capital of theCompany.

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 2020-2021 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 2021 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 2020-21 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. Suresh Bohra Director of theCompany retires by rotation at ensuing Annual General Meeting and being eligible offershimself for re-appointment.

KEY MANAGERIAL PERSONNELS

Mr Gaurav Bohra Managing Director cum CFO is the Key Managerial Personnel in accordancewith the provisions of the Companies Act 2013 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 year2020-21.

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 FinancialYear ended 31st March 2021 the applicable accounting standards and ScheduleIII of the Companies Act 2013 have been followed and there are no material departuresfrom the same; (b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the loss of the Company for the financial year ended 31stMarch 2021; (c) the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) the Directors have prepared the annual accounts on a ‘goingconcern' basis; (e) the Directors have laid down proper internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and (f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

AUDITORS AND AUDITORS' REPORT

KRA & Associates Chartered Accountants New Delhi with (Firm Registration number029352N) are appointed as the Statutory Auditors of the Company. 13th November 2021. TheBoard has recommended the same for the approval of shareholders at the ensuing AnnualGeneral Meeting. Further M/s KRA & Associates has confirmed their eligibility underSection 141 of the Companies Act 2013 and the Rules framed there under. The Qualificationmade by the Auditor has been replied by the Management and same has been annexed as

ANNEXURE B

RESIGNATION OF AUDITOR

Based on the recommendation of the Audit Committee the Board of Directors of theCompany at its meeting held on November 13 2021 noted and accepted the resignation of M/sR. Gopal & Associates Chartered Accountants (Firm Registration number: 000846C) whohave tendered their resignation vide their letter dated November 09 2021 informing theirinability to continue as the Statutory Auditors of the Company. The Audit Committee andBoard at their respective meetings placed on record their appreciation to M/s R. Gopal& Associates for their contribution to the Company with their audit processes andstandards of auditing.

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 C"to this Report. The remark of the secretarial auditor is placed with the followingobservation:-

Sr. No. Compliance Requirement Deviations Observations/Remarks of the Practicing Company Secretary
1 Pursuant to Regulation 13(3) of the SEBI (LODR) Regulations 2015 where the companies are required to furnish statement giving the number of investor complaints pending at the beginning of the quarter those received during the quarter disposed of during the quarter and those remaining unresolved at the end of the quarter on a quarterly basis within twenty one days from the end of each quarter. Company fails to furnish statement giving the number of investor complaints pending at the beginning of the quarter those received during the quarter disposed of during the quarter and those remaining unresolved at the end of the quarter on a quarterly basis within twenty-one days from the end of each quarter for the quarter ended 31st December 2020 and BSE has levied the penalty of Rs. 49560 for delay of 82 days in submission of the report As a consequence of Non- compliance and in pursuance with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/20 20/12 dated January 22 2020 (SEBI SOP Circular) the DEMAT accounts of all the entities mentioned in the shareholding pattern were freezed. However the company unfroze the accounts by submitting a penalty amounting to Rs 49560/- as on 31st March 2021 to SEBI and made the compliance good.
2 Pursuant to Regulation 29(2) of the SEBI (LODR) Regulations 2015 the listed entity shall provide intimation regarding item specified in Regulation 29(1)(a) to be discussed at the meeting of board of directors shall be given at least five days in advance. Delay in giving the intimation The intimation for Board meeting to be held on 12th November 2020 to consider financial results for the company was given as on 9th November 2020 i.e. the gap was of lesser than 5 days.

Reply: The management of the Company has assured that the Company will adhere tothe Listing Regulations timelines in future.

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.

Cost Records and Cost Audit

Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Actare not applicable for the business activities carried out by the Company.

Insolvency and Bankruptcy Code 2016

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the FY21.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2021 in prescribed e-form MGT-7 inaccordance with Section 92(3) of the Act read with Section 134(3)(a) of the Act isavailable on the Company's website at www.devotedconstruction.com

Further the Annual Return (i.e. e-form MGT-7) for the FY21 shall be filed by theCompany with the Registrar of Companies within the stipulated period and the same canalso be accessed thereafter on the Company's website at: www.devotedconstruction.com

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 toconservation of energy and technology absorption are not applicable to the Company as yourCompany is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange earnings and outgo 2020-21 (in Rs.) 2019-20 (in Rs.)
FOB Value of Exports Nil Nil
CIF Value of Imports Nil Nil
Expenditure in foreign currency Nil Nil

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and the rules made thereunder.

Internal Complaints Committee(s) (ICCs) at each workplace of the Company have been setup to redress complaints if any received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy.

There was no complaint received from any employee of the Company during the FY21.

MATERIAL CHANGES AFFECTING THE COMPANY

A. Change in nature of business

The Company has not undergone any change in the nature of the business during the FY21.

B. Material changes and commitments if any affecting the financial position of theCompany

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the FY21 and the date of this Report.

Further as we are aware that the outbreak of Covid-19 Pandemic has impacted businessesnot only in India but to all economics in the world.

The Novel Coronavirus disease (COVID-19) was declared a global pandemic by the WorldHealth Organization on March 11 2020. The Government of India took various actions tocontain the COVID-19 pandemic such as closing of borders and lockdown restrictions whichresulted in significant disruption to people and businesses. In response to COVID-19pandemic situation the Company quickly instituted measures to trace all employees and beassured of their safety health and well-being. Fortunately no COVID-19 case has beenfound across our manpower. Keeping in view the safety of our employees and in line withthe guidelines issued by the Government. The Company is taking all necessary measures interms of mitigating the impact of the challenges being faced in the business.

The impact of Covid-19 is also mentioned at Note No. 23 to the Financial Statements forFY-21.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

No significant/ materials order has been passed by any of the Regulators.

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 itsemployees/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 2021 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: - 06th December 2021 Suresh Bohra Narsimha Kavadi
Place: - New Delhi Director Director
DIN: 00093343 DIN: 08145297

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