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Relstruct Buildcon Ltd.

BSE: 540426 Sector: Infrastructure
NSE: N.A. ISIN Code: INE792V01010
BSE 00:00 | 16 May 7.24 0
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NSE 05:30 | 01 Jan Relstruct Buildcon Ltd
OPEN 7.20
PREVIOUS CLOSE 7.24
VOLUME 21000
52-Week high 33.40
52-Week low 3.76
P/E 19.57
Mkt Cap.(Rs cr) 11
Buy Price 7.24
Buy Qty 9000.00
Sell Price 6.90
Sell Qty 3000.00
OPEN 7.20
CLOSE 7.24
VOLUME 21000
52-Week high 33.40
52-Week low 3.76
P/E 19.57
Mkt Cap.(Rs cr) 11
Buy Price 7.24
Buy Qty 9000.00
Sell Price 6.90
Sell Qty 3000.00

Relstruct Buildcon Ltd. (RELSTRUCTBUILD) - Director Report

Company director report

TO

THE MEMBERS RELSTRUCT BUILDCON LIMITED

Your Directors have pleasure in presenting the Third Annual Report of the Company onthe business and operations of the Company together with the Audited Statement ofAccounts for the year ended March 312017.

Nature of Business

The Company is engaged in the activities of Real Estate Development and Low costhousing. On the real estate development front the Company develops residential&commercial and social infrastructure projects.

There was no change in nature of the business of the Company during the year underreview.

Financial Performance

PARTICULARS YEAR ENDING 31.03.2017 YEAR ENDING 31.03.2016
Revenue from Operation 7201916 2555316
Profit from operation 2112593 698153
Interest - -
Depreciation 130888 166848
Profit before tax 1981705 531305
Less: Tax provision 436809 349711
Less: Deferred tax 78604 102949
Profit after tax 1466292 78645
Less: Proposed divided 733550 -
Less: Taxon proposed divided 153949 -
Transfer to reserve - -
Balance carried to balance sheet 578793 78645

Standalone financials

During the year under review the Total Revenue stood at Rs. 72.02Lakh as compared toRs. 25.55 Lakh for the previous year representing an increase of 182%; profit before taxstood at Rs 19.81 Lakh for the year under review as compared to Rs. 5.31 Lakh for theprevious year representing an increase of 273 % and profit after tax stood at Rs. 14.66Lakh as compared to Rs. 0.78Lakh forthe previous year representing an increase of 1779%.

Report on performance and financial position of subsidiaries associates and jointventure companies

Presently RBL has no company has become or ceased as subsidiary associates and jointventures during the year under review. Hence consolidated statement not prepared.

Transfer to Reserves

It is not proposed to transfer any amount to reserves out of the profits earned duringFy2016-17.

Dividend

Despite overall industry sluggish in volume and business due to Demonetization inNovember 2016 and Implementation of Good & Service Tax in current year furtherincrease in cost of developments there is overall improvement in Real Estate Industry andinvestment sentiments due to RERA lower of Home loan interest & Government incentiveand taking into consideration the stable performance of your Company and in recognition ofthe trust in the management by the members of the Company your Directors has proposed tothe members that the dividend Rs. 0.05V for Equity Share of Rs. 10 each forthe FY2016-17.

Deposits

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.

Disclosures under Section 134(3)(l) of the Companies Act 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Statutory Auditors and the Internal Auditors of the Company on the inefficiency orinadequacy of such controls.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Disclosure of orders passed by regulators or courts or tribunal

No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

Particulars of contracts or arrangements with related parties

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party(ies) are in the ordinary course of business and on arms' length basis.Hence Section 188(1) is applicable and consequently particulars in form AOC-2 arefurnished. AOC -1 not furnished as not applicable to our company.

Particulars of loans guarantees investments under Section 186

The Company has not given /made any loans guarantees and investments during thefinancial year under review and governed by the provisions of Section 186 of the CompaniesAct 2013.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company has not issued any Equity shares under Employee Stock Option Scheme andEmployee Stock Purchase Schemeduring the year under review and hence no information as perprovisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

In compliance with the provisions of Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits) Regulations2014 Company has not issued any equity shares hence no information is furnished.

Allotment of Equity Shares

During the year under review the Company has issued and made an allotment on rightissue basis to promoters and its group as follows:

Issue of 5560000 Equity Shares of Rs. 10/- each fully paid for cash at a price of Rs.22/- per Equity Share aggregating to Rs. 1223.20 Lakhs on right issues basis.

Issue Equity shares and Offered to the Public& Listing

During the year under review the Company has issued and made an allotment of equityshares to Public by Initial Public Offer of equity shares. Our company has obtained thenecessary listing permission from Bombay Stock Exchange for listing of equity shares onBSE-SME plate form.

Public Issue of 4671000 Equity Shares of Rs. 10/-each fully paid for cash at a priceof Rs. 50/- per Equity Share aggregating to Rs. 2335.50 Lakhs. The Net Issue willconstitute 30.22 % of the post issue paid up capital of the Company. Your company hasreceived good response from public.

The allotment of equity share was carried and approved by Stock Exchange on 30/3/2017and listing of equity on BSE SME on 3/4/2017.

All the new Equity shares so allotted rank pari-passu in all respect with the existingEquity shares.

Use of Proceeds:

The fund raised during the IPO will help your company to strengthen long term workingcapital and fund requirement for ongoing real estate development and construction of Greenpark Township project at Boisar and Stanza Residential Project at Chembur Mumbai. At theend of the last day of Financial Year of 2016-17 these funds were lying in EscrowAccount.

Listing of Shares

The equity shares of Company are listed on the SME Plate form of BSE Limited 25thFloor RJ. Towers Dalai Street Mumbai-400 001 on 31 st March 201 7.

Dematerializationof Shares

During the period under review the Company has entered into Tripartite Agreement withthe depositories National Securities Depository Limited and with Central DepositoryService (India) Limited for providing demat facility to its Shareholders. For the purposethe company has appointed Karvy ComputerServices Private Limited.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

Matters Related to Directors and Key Managerial Personnel Board of Directors and KeyManagerial Personnel

There was change in the composition of Board of Directors and the Key ManagerialPersonnel during the year under review. Following have been the changes in the KeyManagerial Personnel during the last year:

Name Designation Date of Appointment Date of Cessation Remarks
Mr. Hemendra H. Mapara Managing Director 18/07/2016 - Change in Designation
Mr. Chetan H. Mapara Chief Financial Officer & Director 18/07/2016 - Fresh Appointment
Mr. VeenitMapara Chief Executive Officer & Director 18/07/2016 - Fresh Appointment
Mr. Hemal Shah Independent Director 18/07/2016 Fresh Appointment
Ms. ManshiGajjar Independent Director 14/09/2016 Fresh Appointment
Mr. GaurangChury Independent Director 24/12/2016 Fresh Appointment
Mr. KamleshVyas Compliance officer & Company Secretary 18/07/2016 - Fresh Appointment
Mrs. Darshana H. Mapara Whole-Time Director 18-07-2016 14-9-2016 Resigned due to personal reasons

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

Disclosures Related to Board Committees and Policies

Board Meetings

The Board of Directors met 12 during the financial year ended March 31 2017 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and provided their valuable inputs onthe matters brought before the Board of Directors from time to time. Additionally duringthe financial year ended March 31 2017 the Independent Directors held a separate meetingin compliance with the requirements of Schedule IV of the Companies Act 2013 and theprovisions of (erstwhile) Listing Agreement and SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312017 the Board ofDirectors hereby confirms that:

A. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures whereverapplicable;

B. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 312017 and of theprofits of the Company for the year ended on that date;

C. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

D. the annual accounts of the Company have been prepared on a going concern basis;

E. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

F. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-> section (3) of Section 178 of the Companies Act 2013.

Kindly refer section on Corporate Governance under head 'Nomination RemunerationCompensation and Management Development Committee' for matters relating to constitutionmeetings functions of the Committee and the remuneration policy formulated by thisCommittee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer section on Corporate Governance under head 'AuditCommittee' for matters relating to constitution meetings and functions of the Committee.

Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act 2013 a Corporate SocialResponsibility (CSR) Committee constituted by the Board of Directors exits.

For details of the composition of the Committee the CSR policy and other relevantdetails that are required to be disclosed under the provisions of Section 134(3)(o) of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014 kindly refer Annexure D thereto which forms part of this report.

Other Board Committees

For details of other board committees kindly refer the section on CorporateGovernance.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Companies Act 2013 TheCompany has established a Vigil Mechanism for directors and employees to report genuineconcerns. The vigil mechanism provide for adequate safeguards against victimization ofperson who use Vigil Mechanism and also provide for direct access to the Chairman of theAudit Committee. The details of Vigil Mechanism are displayed on the website of theCompany.

Fraud Reporting

During the year under review no instances of fraud were reported by the StatutoryAuditors of the Company.

Risk Management Policy

The Board of Directors of the Company has in placea Risk Management Policy which aimsat enhancing shareholders' value and providing an optimum risk-reward tradeoff. The riskmanagement approach is based on a clear understanding of the variety of risks that theorganization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

Annual Evaluation of Directors Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which the Committee has identified criteria upon which everyDirector shall be evaluated. Similarly the framework provides the manner in which theDirectors as a collective unit in the form of Board Committees and the Board function andperform.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197{12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in Annexure B hereto which forms part of this report.

Payment of remuneration / commission to Managerial personnel from holding or subsidiarycompanies:

None of the managerial personnel i.e. Managing Director and Whole Time Director of theCompany is in receipt of remuneration/commission from the holding or subsidiary company ofthe Company.

Auditors and their Reports

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on accounts for the year ended March 312017:

The auditor's report does not contain any qualification reservation or adverse remarkor disclaimer.

Secretarial Audit report for the year ended March 312017:

As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. Dhirendra Maurya and AssociatesCompany Secretaries in Form MR-3 for the FY2016-17 forms part to this report. The saidreport does not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

Statutory Auditors appointment:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. M/S. R.M. AJGAONKAR & ASSOCIATES CharteredAccountants the Statutory Auditors of the Company hold office upto the conclusion of thenext Annual General Meeting. However their appointment as Statutory Auditors of theCompany is subject to ratification by the Members at every Annual General Meeting. TheCompany has received a certificate from the said Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to audit the cost records of the company.

Other Disclosures

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 312017 made underthe provisions ofSection 92(3) of the Act is attached as Annexure B which forms part of this Report.

Conservation of energy technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

Unclaimed Shares

There is no unclaimed Equity Shares are pending for credit to the demat accounts of therespective allottees which shares stands need to transfer to the unclaimed shares dematsuspense account in accordance with the requirements of (erstwhile) Listing Agreement andSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015.

Unclaimed and Unpaid Dividends

There is no unclaimed or unpaid dividend of any members who have not yet received/claimed their dividend entitlements and no request pending at the Company or the Registrarand Transfer Agents of the Company.

Service of documents through electronic means

All documents including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members. A member shall be entitled to request forphysical copy of any such documents.

Internal Complaint Committee

The Internal Complaint Committee ('ICC') of the Company as required under The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 wasreconstituted during the year under review with Ms. ManshiGajjar Presiding Officer andMr. Alpesh Shah Mr. PareshKachhy and Ms. DeepaliPasalkaras the employee members. TheCompany is strongly opposed to sexual harassment and employees are made aware about theconsequences of such acts and about the constitution of ICC.

During the year under review no complaints were filed with the Committee under theprovisions of the said Act.

Corporate Governance

The report on Corporate Governance and the certificate from the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe Annual Report and form a part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished as AnnexureA in the Annual Report and forms a part of the Annual Report.

Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the employees customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.

For and on behalf of the Board

HemendraMapara

Managing Director DIN:: 06736527

Place : Mumbai Date: 11 /08/2017