To
The Members,
Relstruct buildcon limited
Mumbai
Your Directors have pleasure in presenting the 7th (Seventh) Annual Report
of the Company on the business and operations of the Company, together with the Audited
Statement of Accounts for the year ended March 31, 2021.
NATURE OF BUSINESS
The Company is engaged in the activities of Real Estate Development and Low cost
housing. 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 under
review.
FINANCIAL PERFORMANCE
| PARTICULARS |
YEAR ENDING 31.03.2021 |
YEAR ENDING 31.03.2020 |
| Revenue from Operation |
1,26,00,000 |
0 |
| Profit before tax |
(10,03,350) |
(11,24,746) |
| Less: Tax provision |
0 |
0 |
| Deferred tax assets |
15,984 |
1,48,861 |
| Profit after tax |
(27,05,366) |
(9,75,885) |
STANDALONE FINANCIALS
During the year under review, the Total Revenue stood at Rs. 1,26,00,000/- as compared
to Rs. Nil for the previous year; profit/(loss) before tax stood at Rs (10,03,350/-) for
the year under review as compared to Rs. (11,24,746/-) for the previous year and
profit/(loss) after tax stood at Rs. (27,05,366/-) as compared to Rs. (9,75,885/-) for the
previous year.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint venture and associate company and
therefore, disclosure in Form AOC-1 is not applicable.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during
the year.
DIVIDEND
With a view to conserve the resources your Directors do not recommend any dividend for
the financial year 2020-21.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were
any 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 details of deposits
which are not in compliance with the Chapter V of the Companies Act, 2013 is not
applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes affecting the financial position of the company
subsequent to the close of the financial year 2020-21 till the date of report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year under
review.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN, AND SECURTIES PROVIDED
In accordance with the provisions of Sections 134(3)(g) and 186(4) of the Companies
Act, 2013, full particulars of loans given, investments made, guarantees given and
securities provided, if any, have been disclosed in the financial statements.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
INTERNAL FINANCIAL CONTROLS
The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by
the Management and relevant Board Committees including the Audit Committee, the Board is
of the opinion that the Company’s internal financial controls with reference to the
financial statements were adequate and effective during the financial year 2019-20.
INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the companys
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and 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 or
Tribunal which can have impact on the going concern status and the Companys operations in
future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were on
arm’s length basis and were in the ordinary course of business. There are no
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related party referred to in
section 188(1) along with the justification for entering into such contract or arrangement
in Form AOC-2 does not form part of the report.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the year
under 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 and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) 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 and
Employee Stock Purchase Scheme during the year under review and hence no information as
per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations,
2014, Company has not issued any equity shares hence no information is furnished.
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 no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors and Key Managerial Personnel
There was change in the composition of Board of Directors and the Key Managerial
Personnel during the year under review. Following have been the changes in the Key
Managerial Personnel during the year:
| Name |
Designation |
Date Of Appointment |
Date Of Cessation |
Remarks Disqualify |
| Mr. Hemendra H. Mapara |
Managing Director |
18/07/2016 |
- |
w.e.f. 01.11.2018 |
| Mr. Chetan H. Mapara |
Chief Financial Officer& Director |
18/07/2016 |
- |
Disqualify w.e.f. 01.11.2018 |
| Mr. Hemal Shah |
Independent Director |
18/07/2016 |
- |
- |
| Ms. Manshi Gajjar |
Independent Director |
14/09/2016 |
- |
- |
| Mrs. Darshana H. Mapara |
Additional Director |
28/11/2020 |
- |
Appointment |
The Directors on the Board have submitted notice of interest under Section 184(1),
intimation under Section 164(2) of the Companies Act, 2013 and declaration as to
compliance with the Code of Conduct of the Company. All Independent Directors have also
given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013.
BOARD MEETINGS
The Board of Directors met 6 times during the financial year ended March 31, 2021
(01.06.2020, 31.07.2020, 14.11.2020, 28.11.2020, 08.12.2020 & 01.03.2021) in
accordance with the provisions of the Companies Act, 2013 and rules made there under.
MEETING OF INDEPENDENT DIRECTOR
The Meeting of the Independent Director held on 01.03.2021.
AUDIT COMMITTEE
The audit committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
COMPOSITION OF THE COMMITTEE
1. Mr. Hemal Chandrkant Shah, Non-Executive, Independent Director (Chairman);
2. Ms. Mansi Suresh Gajjar, Non-Executive, Independent Director (Member); and
3. Mrs. Darshana Mapara, Executive Director (Member) w.e.f. 28.11.2020.
4. Mr. Chetan H. Mapara, Executive Director (Member) upto 28.11.2020.
During the year under review, the Company held 4 Audit Committee meeting on 01.06.2020,
31.07.2020, 14.11.2020 and 08.12.2020.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.
COMPOSITION OF THE COMMITTEE
1. Mr. Hemal Chandrkant Shah, Non-Executive, Independent Director (Chairman);
2. Ms. Mansi Suresh Gajjar, Non-Executive, Independent Director (Member); and
3. Mr. Chetan H. Mapara, Executive Director (Member) upto 28.11.2020.
4. Mrs. Darshana Mapara, Executive Director (Member) w.e.f. 28.11.2020.
During the year under review, the Company held 2 Nomination and Remuneration Committee
meeting on 01.06.2020 and 28.11.2020.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.
COMPOSITION OF THE COMMITTEE
1. Mr. Hemal Chandrkant Shah, Non-Executive, Independent Director (Chairman);
2. Ms. Mansi Suresh Gajjar, Non-Executive, Independent Director (Member); and
3. Mr. Chetan H. Mapara, Executive Director (Member) upto 28.11.2020.
4. Mrs. Darshana Mapara, Executive Director (Member) w.e.f. 28.11.2020.
During the year under review, the Company held 5 Stakeholders Relationship Committee
meeting on 01.06.2020, 31.07.2020, 14.11.2020, 08.12.2020 & 01.03.2021.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2021, the Board of
Directors hereby confirms that:
A. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, wherever
applicable;
B. such accounting policies have been selected and applied consistently and the
Directors 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 as at March 31, 2021 and of the
profits of the Company for the year ended on that date;
C. proper and sufficient care was taken 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. 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 and
that such internal financial controls are adequate and were operating effectively;
F. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE
Since the Company does not fall under the criteria stated under section 135 of the Act,
the Company has not developed or implemented a policy for Corporate Social Responsibility.
In view of the same no CSR initiative was undertaken by the company.
VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, The
Company has established a Vigil Mechanism for directors and employees to report genuine
concerns. The vigil mechanism provide for adequate safeguards against victimization of
person who use Vigil Mechanism and also provide for direct access to the Chairman of the
Audit Committee. The details of Vigil Mechanism are displayed on the website of the
Company.
FRAUD REPORTING
During the year under review, no instances of fraud were reported by the Statutory
Auditors of the Company.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has in place 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.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework, under which the Committee has identified criteria upon which every
Director shall be evaluated. Similarly, the framework provides the manner in which the
Directors as a collective unit in the form of Board Committees and the Board function and
perform.
REMUNERATION POLICY
There has been no change in the policy since last financial year. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES
The provisions of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are not applicable as, none of the employee in the company during the year,
drawing remuneration more than the amount specified in terms of the Act.
PAYMENT OF REMUNERATION / COMMISSION TO MANAGERIAL PERSONNEL FROM HOLDING OR SUBSIDIARY
COMPANIES
None of the managerial personnel i.e. Managing Director and Whole Time Director of the
Company is in receipt of remuneration/commission from the holding or subsidiary company of
the Company.
AUDITORS AND THEIR REPORTS
Secretarial Audit report for the year ended March 31, 2021:
As required under provisions of Section 204 of the Companies Act, 2013, the report in
respect of the Secretarial Audit carried out by M/s. Shivam Sharma and Associates Company
Secretaries in Form MR 3 for the FY 2020-21 forms part to this report. The said report is
self-explanatory.
Statutory Auditors appointment:
M/s. JPMK And Company (Formerly known as J Vageriya & Associates), Chartered
Accountant (FRN: 124193W), Ahmedabad Statutory Auditor of the Company shall be retire in
coming AGM and showing un-willingness to re-appoint for further period. The Board has
proposed to appoint M/s. Sunil Dad & Co., (FRN: 126741W) Chartered Accountant as
statutory auditor of the Company for financial year 2021-22 and to hold office from the
conclusion of this Annual General Meeting till the conclusion of the 8th Annual
General Meeting of the Company to be held for the year 2022. The Company has received a
certificate from the said Auditors that they are eligible to hold office as the Auditors
of the Company and are not disqualified for being so appointed.
The Auditors Report does not contain any qualification. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.
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 cost
auditor 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 of
the Annual Return for the financial year ended March 31, 2021 made under the provisions of
Section 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 Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
INTERNAL COMPLAINT COMMITTEE
The Internal Complaint Committee (ICC) of the Company as required under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was
reconstituted during the year under review with Ms. Manshi Gajjar, Presiding Officer and
Mr. Chetan Mapara, and Mrs. Deepali Pasalkaras the employee members. The Company is
strongly opposed to sexual harassment and employees are made aware about the consequences
of such acts and about the constitution of ICC.
During the year under review, no complaints were filed with the Committee under the
provisions of the said Act.
CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of NSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished as Annexure
A in the Annual Report and forms a part of the Annual Report.
POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website www.relstructbuildcon.com
• Code for Independent Directors
• Nomination and Remuneration Policy
• Risk Management Policy
• Code of Conduct Director and Sr. Management
• Code of Conduct for prevention of Insider Trading
• Policy on Related Party Transactions
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year. Your Directors look forward to the continued
support of all stakeholders in the future.
| For and on behalf of the Board |
|
| Relstruct Buildcon Limited |
|
| Darshana Mapara |
|
| Director |
|
| DIN: 06736532 |
|
| Place : Mumbai, |
|
| Date : 04.09.2021 |
|
| Registered Office |
|
| CIN |
: U70200MH2014PLC254148 |
| Address |
: B/201-202, 2nd Floor, Sunshine Plaza Subhash Lane, |
|
Malad East, Mumbai-400097 |
| Tel No. |
: +91 22 28896386/28809617 |
| Email Id |
contact@relstructbuildcon.com |
| Website |
: www.relstructbuildcon.com |
+91-9892691696
