Devoted Construction Ltd Management Discussions

Share Capital and Changes in Share Capital

Authorized Share Capital

The Authorised share capital of the Company as on 31st March 2021 was Rs 3,10,00,000/- (Rupees Three Crores Ten Lakhs) divided into 31,00,000 shares of Rs 10/- each.

Paid-up Share Capital

The paid up capital of the Company as on 31st March 2021 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.

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 2020-2021 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 2021, 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 demonetisation.

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 across many 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 10 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 2020-21, 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 & KEY MANAGERIAL PERSONNEL (APPOINTMENTS/RE-APPOINTMENTS):

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Suresh Bohra, 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 cum CFO is the Key Managerial Personnel in accordance with 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 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 2020-21.

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 Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of 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 31^st March, 2021, 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 31^st March, 2021 and of the loss of the Company for the financial year ended 31^st March, 2021; (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. 13th November, 2021. The Board has recommended the same for the approval of shareholders at the ensuing Annual General Meeting. 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

RESIGNATION OF AUDITOR

Based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on November 13, 2021 noted and accepted the resignation of M/s R. Gopal & Associates, Chartered Accountants (Firm Registration number: 000846C) who have tendered their resignation vide their letter dated November 09, 2021 informing their inability to continue as the Statutory Auditors of the Company. The Audit Committee and Board, 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 and standards of auditing.

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:-

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 49,560/- 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 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 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 Act, are 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 and Bankruptcy 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 in accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is available on the Companys website at www.devotedconstruction.com

Further the Annual Return (i.e. e-form MGT-7) for the FY21 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 14 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 are as follows:

Details of loan and advances, guarantee and investments has been given in the balance sheet note to accounts.

VIGIL MECHANISM

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 to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, 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.

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	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, 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 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 the Company

There are no material changes and commitments affecting the financial position of the Company, 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 businesses not only in India but to all economics in the world.

The Novel Coronavirus disease (COVID-19) was declared a global pandemic by the World Health Organization on March 11, 2020. The Government of India took various actions to contain the COVID-19 pandemic, such as closing of borders and lockdown restrictions, which resulted in significant disruption to people and businesses. In response to COVID-19 pandemic situation, the Company quickly instituted measures to trace all employees and be assured of their safety, health and well-being. Fortunately, no COVID-19 case has been found across our manpower. Keeping in view the safety of our employees and in line with the guidelines issued by the Government. The Company is taking all necessary measures in terms 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 for FY-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 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 Securities and 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 31^st March, 2021, 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.

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 and employees of the Company for their co-operation and assistance.

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