Relstruct Buildcon Ltd Directors Report.

TO

THE MEMBERS, RELSTRUCT BUILDCON LIMITED

Your Directors have pleasure in presenting the Third 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 31,2017.

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 31.03.2017 YEAR ENDING 31.03.2016
Revenue from Operation 72,01,916 25,55,316
Profit from operation 21,12,593 6,98,153
Interest - -
Depreciation 1,30,888 1,66,848
Profit before tax 19,81,705 5,31,305
Less: Tax provision 4,36,809 3,49,711
Less: Deferred tax 78,604 1,02,949
Profit after tax 14,66,292 78,645
Less: Proposed divided 7,33,550 -
Less: Taxon proposed divided 1,53,949 -
Transfer to reserve - -
Balance carried to balance sheet 5,78,793 78,645

Standalone financials

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

Report on performance and financial position of subsidiaries, associates and joint venture companies

Presently, RBL has no company has become or ceased as subsidiary, associates and joint ventures, 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 during Fy2016-17.

Dividend

Despite overall industry sluggish in volume and business, due to Demonetization in November, 2016 and Implementation of Good & Service Tax in current year, further increase in cost of developments, there is overall improvement in Real Estate Industry and investment sentiments due to RERA, lower of Home loan interest & Government incentive and taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, your Directors has proposed to the 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 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.

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

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and date of this report.

Internal Financial Controls

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

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

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 the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related 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 are furnished. 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 the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013.

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 Schemeduring 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.

Allotment of Equity Shares

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

Issue of 55,60,000 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 equity shares to Public by Initial Public Offer of equity shares. Our company has obtained the necessary listing permission from Bombay Stock Exchange for listing of equity shares on BSE-SME plate form.

Public Issue of 46,71,000 Equity Shares of Rs. 10/-each fully paid for cash at a price of Rs. 50/- per Equity Share aggregating to Rs. 2335.50 Lakhs. The Net Issue will constitute 30.22 % of the post issue paid up capital of the Company. Your company has received good response from public.

The allotment of equity share was carried and approved by Stock Exchange on 30/3/2017 and 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 existing Equity shares.

Use of Proceeds:

The fund raised during the IPO will help your company to strengthen long term working capital and fund requirement for ongoing real estate development and construction of Green park Township project at Boisar and Stanza Residential Project at Chembur, Mumbai. At the end of the last day of Financial Year of 2016-17, these funds were lying in Escrow Account.

Listing of Shares

The equity shares of Company are listed on the SME Plate form of BSE Limited, 25th Floor, 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 with the depositories, National Securities Depository Limited and with Central Depository Service (India) Limited for providing demat facility to its Shareholders. For the purpose, the 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 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 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 Act, 2013, the Company has received individual declarations from all the Independent Directors confirming 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 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2017 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of (erstwhile) Listing Agreement and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

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 31,2017, 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 31,2017 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.

Nomination and Remuneration Committee

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

Kindly refer section on Corporate Governance, under head Nomination, Remuneration, Compensation and Management Development Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head Audit Committee 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 Social Responsibility (CSR) Committee constituted by the Board of Directors exits.

For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, 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 Corporate Governance.

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 placea 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.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197{12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) 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 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

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

Observations of statutory auditors on accounts for the year ended March 31,2017:

The auditors report does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Audit report for the year ended March 31,2017:

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. Dhirendra Maurya and Associates Company Secretaries in Form MR-3 for the FY2016-17 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments 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, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the next Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. 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.

Necessary resolution for ratification of appointment of the said Auditors is included in 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 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 31,2017 made underthe 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.

Unclaimed Shares

There is no unclaimed Equity Shares are pending for credit to the demat accounts of the respective allottees, which shares stands need to transfer to the unclaimed shares demat suspense account in accordance with the requirements of (erstwhile) Listing Agreement and SEBI (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 Registrar and Transfer Agents of the Company.

Service of documents through electronic means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

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. ManshiGajjar, Presiding Officer and Mr. Alpesh Shah, Mr. PareshKachhy and Ms. DeepaliPasalkaras 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

The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the 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 Annexure A 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, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

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

For and on behalf of the Board

HemendraMapara

Managing Director DIN:: 06736527

Place : Mumbai, Date: 11 /08/2017