To the Members
The Directors of the Company have pleasure in presenting the 04th Standalone AnnualReport and Audited Statement of Accounts for the financial year ended 31st March 2020.
|FINANCIAL RESULTS ||2019-20 ||2018-19 |
|Sales and Services ||- ||- |
|Other Income ||- ||- |
|Total Revenue ||- ||- |
|Total Expenditure ||6711936 ||787888 |
|Loss before Tax ||(41686) ||(787888) |
|Less: Tax Expense || || |
|Current Tax ||- ||- |
|Deferred Tax ||- ||- |
|Taxes for Earlier Years ||- ||- |
|Profit/Loss for the year after tax ||(41686) ||(787888) |
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 2020 and to strengthen the net workingcapital.
MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)
During the financial year 2019 -2020 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 2019-2020 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 atrial 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 2020 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.
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.
During the Financial Year 2019-20 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):
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 reappointment. Mr. Syed Liaqat Ali sad demise happened on 31stJuly 2020 and the Company has loose the valuable assets this year in the form of Mr.Liaqat.
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 year2019-20.
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 2020 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 2020 and ofthe loss of the Company for the financial year ended 31st March 2020;
(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
R Gopal & Associates Chartered Accountants New Delhi with registration number000846C are the Statutory Auditors of the Company. Further M/s R Gopal & Associateshas confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rulesframed there under.
The Auditors' Report does not contain qualification reservation or adverse remark theobservations in the Auditors' Report are self-explanatory and do not call for any furthercomments.
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 of your Company.The Secretarial Audit Report is annexed herewith as "Annexure - B" tothis 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 33 of the SEBI (LODR) Regulations 2015 where the companies are required to furnish Quarterly Financial Result within 45 days of the end of that quarter to the Exchange & for the last quarter the company has to submit within 60 days from the end of the financial year the Audited Financial Results for entire financial year along with audited financial results in respects of the last quarter (balancing figure) along with Auditors Report. || |
Due date of Board Meeting is 14th Nov 2019 but the meeting was held on 28th Nov 2019.There is noncompliance of delay in board meeting for the 14 days.
Due to non-compliance of Regulation 33 of the SEBI (LODR) Regulations 2015 where the companies are required to furnish Quarterly Financial Result within 45 days of the end of that quarter to the Exchange & for the last quarter the company has to submit within 60 days from the end of the financial year. As per letter issued by BSE (Letter No. LIST/COMP/542002/Reg.33-Sep- 19/239/2019-20 dated December 02 2019) the penalty of Rs. 5000/- per day for a period of 14 days is still unpaid.
|2 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.
Due to non-compliance of Regulation 13 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. Therefore Non-compliance of Reg. 13(3) Statement of Investor Complaints penalty of Rs 5900/- is still unpaid.
|3 Pursuant to Regulation 31 of the SEBI (LODR) Regulations 2015 where the companies are required to furnish statement showing holding of securities and shareholding pattern separately for each class of securities in the format specified by the Board within in prescribed time limit. || |
Company fails to furnish statement showing holding of securities and shareholding pattern separately for each class of securities in the format specified by the Board within in prescribed time limit.
Due to non-compliance of Regulation 31 of the SEBI (LODR) Regulations 2015 where the companies are required to furnish statement showing holding of securities and shareholding pattern separately for each class of securities in the format specified by the Board within in prescribed time limit. Therefore non-compliance of Reg. 31 Holding of Specified Securities and Shareholding Pattern penalty of Rs11800/-
Reply: The Company is in process to make the payment to the BSE and non compliancesof the same will be taken care in the year under review.
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.
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 of Conduct for Directors and Senior Management Personnel. The Policy onVigil 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 ||2019-20 (in Rs.) ||2018-19 (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
BSE has passed the penalty order dated 02nd December 2019 for Rs.82600 fornon filing of Financial Results and apart from this there are no significant/materialorders passed by any of the Regulators or Courts or Tribunals impacting the going concernstatus of your Company and its operations in future.
Advisory on Disclosure of Material Impact of COVID-19 pandemic on Listed entities underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as per SEBICircular dated 20th May 2020
Pursuant to SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated 20th May 2020 we herebysubmitting brief note on impact of COVID-19 on our business prospective to the extentpossible. In view of the same SEBI has granted several relaxations to the listed entitiesin terms of timelines for filing of various reports/disclosures under LODR Regulations.
Pursuant to Reg 30(3) of the Listing Regulations and SEBI Circular CIR/CFD/CMD/4/2015dated 9th September 2015 requires an equity listed entity to make disclosuresof events specified in Para B of part A of Schedule III of the Listing Regulations basedon applications of prescribed guidelines relating to materiality to the Stock Exchangewhich includes disruption of operations of any one or more units or division of the listedentity due to natural calamity (earthquake flood fire etc.) force majeure or eventssuch as strikes lockouts etc.
The company is assessing the future impact of COVID-19 on its operationsprofitability liquidity position and future demand. The shutdown impacted the Financialsoperations of March 2020. Due to lockdown orders we shut down all our operations from 24thMarch 2020 till first week of June.
After first week of June we start our operations with masks sanitizers socialdistancing norms as prescribed by the Government from 20% staff and all remainingemployees are advised to do work from home. We were taking all necessary steps to help ouremployees and their families remain healthy and safe.
The listed entities should disclose the following information:-
|S.No Particulars || |
|1. Impact of Covid-19 on business ||Construction business has been affected. |
|2. Ability to maintain operations including the factories/units/office spaces functioning and closed down. ||Its very difficult to operate the functions smoothly due to the lockdown It will take time to get back on the same path as before covid-19. |
|3. Schedule for restarting of operations and steps for smooth functioning of operations ||Functions will running smoothly from 01st September 2020. |
|4. Estimation of the future impact of CoVID-19 on its operations. ||Investment activities are under dark cloud. However the pre IPO funds of Reliance Jio have put a silver line to the industry. |
|5. Details of impact of Covid-19 on listed entities; these details include capital resources profitability liquidity position assets supply chain etc. ||Require addition capital resources to move from credit economy to cash & carry. DCL is under process of raising resources to identify new resources of alternative investment policies & strategies. |
|6. Agreement where non-fulfilment of the obligations by any party will have significant impact on the listed entity's business ||Agreement with G.C. Construction if not fulfilled may have negative impact on the company. |
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 2020 100% of the Company'sShare Capital is in dematerialized form. The Company's shares are regularly traded on BSE(SME) Limited.
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.
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.
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.
| ||By order of the Board |
|For DEVOTED CONSTRUCTION LIMITED |
|Suresh Bohra ||Manjeet Pugalia |
|Director ||Director |
|DIN: 00093343 ||DIN: 07131803 |
Property No 6 DSIIDC Shed 1 Okhla Phase-2 Second Floor New Delhi 110020 Date: - 05thDecember 2020 Place: - New Delhi
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 Remuneration of each Director to the median remuneration of all the employeesof Your Company for the Financial Year 2019-2020:
|Name of the Director ||Total Remuneration ||Ratio of Remuneration of Director to the Median Employee |
|Mr. Suresh Bohra ||Nil ||Nil |
1. Median remuneration of the Company for all its employees is NIL for thefinancial year 2019-20.
Details of percentage increase in the remuneration of each Director and CFO and CompanySecretary in the Financial Year 2019-2020:
|Name || ||Remuneration ||Increase % |
| ||2019-20 ||2018-19 || |
|Mr. Suresh Bohra ||Nil ||Nil ||Nil |
|Mr. Gaurav Bohra (Appointed w.e.f 18.04.2019) ||Nil ||Nil ||Nil |
|Mr. Pushpendra Surana ||Nil ||Nil ||Nil |
|Mr. Syed Liaqat Ali (Death on 31st July 2020) ||Nil ||Nil ||Nil |
|Mr. Manjeet Pugalia ||Nil ||Nil ||Nil |
|Mrs. Shagun Nijhawan (Resigned w.e.f 04.09.2020) ||155665 ||71010 ||Nil |
|Mrs. Seema Sarna(Appointed w.e.f 04.09.2020) ||Nil ||Nil ||Nil |
|Mr. Narsimha Kavadi (Appointed w.e.f 29.05.2019) ||Nil ||Nil ||Nil |
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 year2019-2020:
|Financial Year ||2019-20 ||2018-19 ||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 31st2020
|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 year2019-20 as compared to the financial year 2018-19.
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 theFinancial Year 2019-20.
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:
| ||2019-20 ||2018- ||Increase (%) |
| || ||2019 || |
|Average salary of all employees (other than key managerial personnel) ||Nil ||Nil || |
|Salary of Managing Director ||Nil ||Nil || |
|Salary of Company Secretary ||155665 ||71010 || |
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 highestpaid Director to that of the Employees who are not
Directors but receive remuneration in excess of the highest paid Director during theyear: Not Applicable C. Affirmation: It is hereby affirmed that the remuneration paidduring the year under review is as per the Remuneration Policy of the Company.