To
The Members,
Devoted Construction Limited
The Directors of the Company have pleasure in presenting the 07th Standalone
Annual Report and Audited Statement of Accounts for the Financial Year Ended 31st
March, 2023.
(Rs in INR)
FINANCIAL RESULTS |
2022-23 |
2021-22 |
Sales and Services |
9,02,000 |
23,72,000 |
Other Income |
- |
- |
Total Revenue |
9,02,000 |
23,72,000 |
Total Expenditure |
15,12,000 |
23,55,000 |
Profit/Loss before Tax |
(6,10,000) |
17,000 |
Less: Tax Expense |
- |
- |
Current Tax |
- |
- |
Deferred Tax |
- |
- |
Taxes for Earlier Years |
- |
- |
Profit/Loss for the year after tax |
(6,10,000) |
17,000 |
DIVIDEND
The Board of Directors does not recommend any dividend on Equity Share Capital for the
year under review with a view to conserve resources and to overcome the loss for the
Financial Year ended 31st March, 2023 and to strengthen the networking capital.
MANAGEMENT DISCUSSIONS & ANALYSIS fMDAl
Financial Review
The operating income during the financial year ended 3 lsl March, 2023 stood
at Rs. 9,02,000/- as against the total operating income of Rs. 23,72,000/- in the previous
financial year ended 31st March, 2022. During the Year the Company has a Loss
of Rs. 6,10,000/-. The Company was notable to take new business as there was considerable
delay in getting the statutory approvals.
Share Capital and Changes in Share Capital Authorized Share Capital
The Authorized share capital of the Company as on 31s1 March, 2023 was Rs.
3,10,00,000/- (Rupees Three Crores Ten Lacs) divided into 31,00,000 (Thirty-One Lacs)
shares of Rs 10/- each.
Paid-up Share Capital
The paid up capital of the Company as on 31st March 2023 was Rs. 3,00,10,800
(Rupees Three Crores Ten Thousand Eight Hundred Only) divided into 30,01,080 Equity Shares
of Rs. 10/- each. During the period under review, there was no change in the share capital
of the Company.
Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 issued by Securities and Exchange Board of India (SEBI) with respect to Standard
Operating Procedure (SOP) for suspension and revocation of equity shares of listed
entities for non-compliance with provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Trading in securities of the companies has been suspended
w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018.
Pursuant to the provisions of Letter No. LIST/COMP/AJ/SCN/252/2023-24 dated June 26,
2023 issued by BSE to show cause notice in the matter of compulsory delisting of
securities from BSE Ltd. ("Exchange").
Industry Overview for the Company
A turbulent equity movement, dismal corporate earnings, sub normal monsoons, plunge in
commodity and oil prices: It has not been a good year to remember for Real Estate.
"Year 2022-23 turned out to be a complicated year for investors with corporate
performance failing markets expectation. Domestic politics have also eluded market
expectations.
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 changes
and reforms rolled out in the previous year, implementation of RERA AND GST was
particularly impactful for the real estate industry. "Markets are likely to be
volatile. However, we are positive that in 2023, a more meaningful shift will take place
in financial assets. These developments led to a decline in sentiment and sales
transaction, continuing the declining trend due to impact of Covidl9.
Threat. Risks & Concern
Low pace of global growth, low commodity prices and the governments inability to
balance the fiscal deficit will be three key challenges to the markets. "While the
developed economies are moving out of repair, growth acrossmany emerging markets could
moderate, given high dollar debt Key long-term challenge for India remains ability to rein
in the consolidated fiscal deficit Government expenditure bill will increase, with the
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 is
so designed to ensure that there is adequate safeguard, maintenance and usage of assets of
the Company.
Human Resources
The Company currently has a strong team of less than 05 employees and we would like to
thank each and every member of the devoted family for their role and continuous
contribution towards the Companys performance.
Fixed Deposits
During the Financial Year 2022-23, your Company has not accepted any deposit within the
meaning 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 Companies
Act, 2013 read with the Rules issued there under and Regulation 19 of the LODR, the Board
of Directors of the Company at their meeting held on 25th November, 2017
formulated the Remuneration Policy on the recommendations of the Nomination &
Remuneration Committee. The salient features covered in the Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this Report
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/employees of the Company is set out in "Annexure A" to this
Report and is available on the website of the Company.
Directors & Kev Managerial Personnel fAppointmcnts/Rc-Appointmentsl: Directors
Pursuant to Section 152 of the Companies Act, 2013, Mr. Pushpendra Surana Director of
the Company, retires by rotation at ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Key Managerial Personnels
Mr. Gaurav Bohra Managing Director & Chief Financial Officer and Ms. Priya Agarwal,
Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance
with the provisions of the Companies Act,2013 and Rules made there under in terms of
Section 203 of the Companies Act, 2013 and their applicable rules.
Familiarization Programme for Independent Directors
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights,responsibilities in the Company and related matters are put
up on the website of the Company.
Evaluation of Board Performance
In terms of the provisions of the Companies Act, 2013 read with Rules issued there
under and LODR, the Board of Director on recommendation of Nominations & Remuneration
Committee have evaluated the effectiveness of the Board/Director(s) for financial year
2022-23.
Particulars of Employees and Related Disclosures
The provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
does not apply in your Company.
Number of Meetings of the Board and Audit Committee
The details of the number of Board and Committee meetings of the Company are set out in
the Corporate Governance Report which forms part of this Report
The Company has the following three (3) Board-level Committees, which have been
established in compliance with the requirements of the business and relevant provisions of
applicable laws and statutes:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details with respect to the composition, terms of reference, number of meetings
held, etc. of these Committees are included in the Report on Corporate Governance, which
forms part of the Annual Report
Declaration of Independence
The Company has received declarations from all the Independent Directors confirming
that they meet the criteriaof independence as prescribed under the provisions of Companies
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, the
Directors confirm that:
(a) in the preparation of the annual accounts for the Financial Year ended 31st
March, 2023, the applicable accounting standards and Schedule III of the Companies Act,
2013, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently
and 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 31st March, 2023 and of
the loss of the Company for the financial year ended 31st March, 2023;
(c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down proper internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Auditors and Auditors Report
KRA & Associates Chartered Accountants, New Delhi, with (Firm Registration number
029352N) are appointed as the Statutory Auditors of the Company in the 05th
Annual General Meeting held on 30th December, 2021 for the term of 5 years to
hold office from the conclusion of 06th AGM until the conclusion of the 11th
AGM. Further, M/s KRA & Associates has confirmed their eligibility under Section 141
of the Companies Act, 2013 and the Rules framed there under.
The Qualification made by the Auditor has been replied by the Management and same has
been annexed as ANNEXURE-B.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed MZ & Associates, Company Secretaries to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as "Annexure -
C” to this Report The remark of the secretarial auditor is placed with the
following observation: -
SI.
No. |
Compliance Requirement |
Deviations |
Observations/Remarks of the Practicing Company Secretary |
| 1 |
> As per Schedule III of the Companies Act, 2013, every company
shall disclose the bifurcation of Trade Payable in the Financial Statements. |
> The Company has not provided bifurcation of Trade Payable as per
Accounting Standard Division I Format. |
Due to Non-Compliance, the concerned Stock Exchange has
compulsorily delisted the securities of the Company. |
|
|
> The Company has not submitted both half yearly as well as
yearly Standalone Financial Results in XBRL Mode. (Instead of filing Standalone Results
XBRL, Company has submitted Consolidated Results XBRL). |
|
|
> As per sub-regulation (3) of Regulation 33 of the SEBI (LODR)
Regulations, 2015, every listed entity shall submit annual audited standalone financial
results for the financial year, within sixty days from the end of the financial year along
with the audit report. |
|
|
|
|
> The Company has not disclosed the details of more than 1 % Public
Holding with the Stock Exchange. |
|
|
> In pursuance of Circular No. SEBI/HO/CFD/Po D- l/P/CIR/2022/92
dated June 30, 2022, In the disclosure of public shareholding, names of the shareholders
holding 1% or more than 1% of shares of the listed entity is to be disclosed on a half
yearly basis within twenty-one days from the end of each half year. |
|
|
|
|
> The Company has fded reconciliation of Share Capital Audit
Report in XBRL format only and it has not filed the PDFfde for the same with the Stock
Exchange for the quarter ended March 2022. |
|
|
> Every Listed entity shall file reconciliation of Share Capital
Audit Report in XBRL format as well as in PDF file. |
|
|
| 2 |
> As per Regulation 76 of SEBI (Depository & Participant)
Regulations, 2018, Every issuer shall submit audit report on a quarterly basis,
starting from September 30, 2003, to the concerned stock exchanges audited by a qualified
Chartered |
> Company has not complied with the provisions of Regulation 76 of
SEBI (Depository & Participant) Regulations, 2018 for two consecutive quarters i.e.,
March 2022 & June 2022. |
Due to Non-compliance, the BSE has suspended the trading in the
securities of the Company w.e.f November 21, 2022. Also, the entire shareholding of the
Promoters had been frozen during the suspension period. As on date the company has
made good the compliances. |
|
Accountant or a practicing Company Secretary or a practicing Cost
Accountant, for the purposes of reconciliation of the total issued capital, listed capital
and capital held by depositories in dematerialized form. |
|
|
| 3 |
> y4s per the requirements of the Companies Act, 2013,
every company is required to maintain various statutory registers such as Register of
Loan, Guarantee and Investment under MBP-2, Register of Members under MBP-1, Register of
Directors and KMP or any other register. |
The Company has not maintained any of such registers as required
under the Companies Act, 2013. |
The Company has not complied the provisions of the Companies Act,
2013 w.r.t maintenance of statutory registers. |
| 4 |
> As per Regulation 62 of the SEBl (LODR) Regulations, 2015, every
listed entity shall make mandatory disclosures on its website. |
The Company has not made the mandatory disclosures on its website. |
The Company has not complied the provisions of Regulation 62 of the
SEBl (LODR) Regulations, 2015. |
| 5 |
> As per Regulation 30 of SEBl (LODR) Regulations, 2015, every
listed entity is required to disclose the Stock Exchange about the outcome of every Board
Meeting. |
The Company has disclosed the Stock Exchange about the change in
the registered office within the city on 24th August, 2022. The Company is also
required to disclose about the outcome of the Board Meeting in which such change was
effected and the same has not complied with. Company has not complied with the Regulation
76 of SEBl (Depository & Participant) Regulation, 2018 |
The Company is required to disclose the outcome of the Board
Meeting in which the registered office of the Company was shifted |
| 6 |
> As per Regulation 76 of SEBl (Depository & Participant)
Regulation, 2018, Every issuer shall submit audit report on a quarterly basis, starting
from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered
Accountant or a practicing Company Secretary or a practicing Cost Accountant, for the
purposes of reconciliation |
|
Pursuant to SEBl Circular No. SEBl/HO/CFD/CMD/CIR/P/2020/12 dated
January 22, 2020; due to noncompliances for two consecutive quarters i.e. December 2021
& March 2022 for the Regulation 76 of SEBl (Depositories & Participants)
Regulations, 2018, the scrips are already transferred to Z/ IP/ ZY group |
|
of the total issued capital, listed capital and capital held by
depositories in dematerialized form. |
|
|
Reply: The management of the company has assured that the company will adhere to the
listing Regulations timelines in future.
Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts)
Rules, 2014 theCompany 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 Act,
are not applicable for thebusiness activities carried out by the Company.
Insolvency and Bankruptcy Code, 2016
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of2016) during the FY 2023.
Annual Return
The Annual Return of the Company as on 31st March, 2023, in prescribed
e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3) (a) of
the Act, will be available on the Companys website at www.devotedconstruction.com
Further the Annual Return (i.e., e-form MGT-7) for the FY23 shall be filed by the
Company with the Registrar of Companies, within the stipulated period and the same can
also be accessed thereafter on the Companys website at: www.devotedconstruction.com.
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Accounting Standard -
18 are set out in Note 21 to the standalone financial statements forming part of this
Annual Report The Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board may be accessed on the Companys
website.
LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Details
of loan and advances, guarantee and Investments been given in the balance sheet note to
accounts.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Board of Directors of the Company have formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and
Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company,
through this policy envisages encouraging the Directors and Employees of the Company to
report to the appropriate authorities any unethical behavior,
improper, illegal or questionable acts, deeds, actual or suspected frauds or violation
of the Companys Code of Conduct for Directors and Senior Management Personnel. The Policy
on Vigil Mechanism / Whistle blower policy may be accessed on the Companys website.
SUBSIDIARY. ASSOCIATE AND IOINT VENTURE COMPANIES
The Company has no Subsidiary / Joint Ventures / Associate Companies as prescribed
under the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 is as under:
Part A and Part B relating to conservation of energy and technology absorption are not
applicable to the Company as your Company is not a manufacturing company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange earnings and outgo |
2022-23 (in Rs.) |
2021-22 (in Rs.) |
FOB Value of Exports |
Nil |
Nil |
C1F 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, in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the rules made thereunder.
Internal Complaints Committee(s) (ICCs) at each workplace of the Company have been set
up 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
F.Y.-2022-23.
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 FY
2023.
B. Material changes and commitments, if any, affecting the
financial position of the Company
There are no material changes and commitments affecting the financial position of the
Company, whichhave occurred between the end of the FY 23 and the date of this Report
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
Pursuant to Regulation 13(3) of the SEBI (LODR) Regulations, 2015 the listed entity
shall file with the
recognized stock exchange(s) on a quarterly basis, within twenty one days from the end
of each quarter, a 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 and pursuant to
Regulation 31 of SEBI (LODR) Regulation,2015 Listed Entity shall submit to Stock Exchange
statement showing shareholding pattern and holding of security of each class of securities
within twenty one days from the end of each half year. As a consequence of Noncompliance
and SEBI vide its circular no. SEBI/HO/CFD/CMD/C1R/P/2020/12 dated January 22, 2020 (SEBI
SOP Circular) has inter alia prescribed certain penal actions such as levy of financial
fines, freezing of promoter demat accounts and transfer of shares to Z group (Trade for
Trade) ending with suspension of trading in the securities of the listed entities which do
not comply with critical regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Trading in securities of the company is suspended
w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018 for two consecutive quarters i.e., March
2022 & June 2022.
Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 issued by Securities and Exchange Board of India (SEBI) with respect to Standard
Operating Procedure (SOP) for suspension and revocation of equity shares of listed
entities for non-compliance with provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Trading in securities of the companies has been suspended
w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018.
Pursuant to the provisions of Letter No. LIST/COMP/AJ/SCN/252/2023-24 dated June 26,
2023 issued by BSE to show cause notice in the matter of compulsory delisting of
securities from BSE Ltd. ("Exchange").
GENERAL
a) Your Company has not issued equity shares with differential rights as to dividend,
voting 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 dematerialized
form as per the Securitiesand Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National
Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL)
to facilitate the demat trading. As on 31st March, 2023, 100% of the Companys
Share Capital is in dematerialized form. The Companys shares are regularly traded on BSE
(SME) Limited.
CORPORATE GOVERNANCE
Pursuant to Regulation 27 of the LODR, the Corporate Governance report together with a
certificate issued from MZ & Associate, Company Secretaries on its compliance is made
part of the Annual Report
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one-time settlement during the financial year under review.
CAUTIONARY STATEMENT
Statement in the managements discussions and analysis describing the Companys
projections, estimates, expectations or predictions may be ‘forward looking
statements within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that
would make a difference to the Companys operations include demand-supply conditions,
changes in government regulations, tax regimes and economic developments within the
country and abroad and such other factors.
ACKNOWLEDGEMENT
The Directors of the Company are grateful to all the stakeholders including the
customers, bankers, suppliers andemployees of the Company for their co-operation and
assistance.
Registered Office:
M-55, 3rd Floor, Greater Kailash -II New Delhi-110048 |
By order of the Board
for Devoted Construction Limited |
Date: 25th August, 2023 Place: New Delhi |
SD/-
Suresh Bohra Director DIN:00093343 |
SD/-
Narsimha Kavadi Director
DIN:08145297 |
|
Priya Aggarwal
Company Secretary & Compliance Officer Membership No.: A66788 |
+91-9892691696
