The Directors of the Company have pleasure in presenting the 08th Standalone Annual Report and Audited
Statement of Accounts for the Financial Year Ended 31st March, 2024.
(Rs in INR)
|
Financial Results
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2023-24
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2022-23
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|
Sales and Services
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-
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9,02,000
|
|
Other Income
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-
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-
|
|
Total Revenue
|
-
|
9,02,000
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|
Total Expenditure
|
6,01,000
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15,12,000
|
|
Profit/Loss before Tax
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[6,01,000)
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[6,10,000)
|
|
Less: Tax Expenses
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-
|
-
|
|
Current T ax
|
-
|
-
|
|
Deferred T ax
|
-
|
-
|
|
Taxes for Earlier Years
|
-
|
-
|
|
Profit/Loss for the year after tax
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[6,01,000)
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[6,10,000)
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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, 2024 and
to strengthen the net working capital.
MANAGEMENT DISCUSSION & ANALYSIS IMDA1
Financial Review
The operating income during the financial year ended 31st March, 2024 stands NIL as against the total operating income
of Rs. 9,02,000/- in the previous financial year ended 31st March, 2023. During the Year the Company has a Loss of Rs.
6,01,000/-. The Company was not able to take new business as there was considerable delay in getting the statutory
approvals.
Share Capital and Change in Share Capital
Authorized Share Capital
The Authorized share capital of the Company as on 31st March, 2024 was Rs. 3,10,00,000/- [Rupees Three Crores Ten
Lacs) divided into 31,00,000 [Thirty One Lacs) Shares of Rs.10/- reach.
Paid Up Share Capital
The paid up capital of the Company as on 31st March, 2024 was Rs. 3,00,10,800 [Rupee 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").
The company has made the application for revocation of suspension of trading in securities to the BSE but the
same is still pending as case is under process with listing team operation.
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 2023-24 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 2025, a more meaningful shift will take place in financial assets.
Threat. Risks & Concern
Low pace of global growth, low commodity prices and the government’s 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 Company’s
performance.
Fixed Deposits
During the Financial Year 2023-24, your Company has not accepted any deposit within the meaning of
Sections73 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.
Director's & Key Managerial Personnel fAppointments/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
Kev Managerial Personnel's
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 Program for Independent Directors
The details of programs 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 2023-24.
Particulars of Employees and Related Disclosures
The provisions ofSection 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, 2024, 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, 2024 and of the loss of the Company for the financial year ended 31st March,
2024;
(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.
SECRETARIAI. 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 toconduct 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: -
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SI.
No.
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Compliance Requirement
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Deviations
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Observations/Remarks of the
Practicing Company Secretary
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1
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As per section 138 of The
Companies Act, 2013 read
along with The Companies
(Accounts) Rules, 2014
such class or classes of
companies as may be
prescribed shall be
required to appoint an
internal auditor, who shall
either be a chartered
accountant or a cost
accountant, or such other
professional as may be
decided by the Board to
conduct internal audit of the
functions and activities of
the company.
As per Rule 13 of The
Companies (Accounts) Rules,
2014 Every Listed Company
and other class of
Companies are required to
appoint an internal auditor
|
The company has not
appointed an internal
auditor for the FY 2023-24
|
The company has not complied with
Section 138 of The Companies Act,
2013 read along with The
Companies (Accounts) Rules, 2014
by not appointing the internal
auditor in the company during the
period under review in the FY 2023¬
24.
|
*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
and the company has made the application for revocation of suspension of trading in securities to
the BSE but same is still pending as case is under process with listing team operation.
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 do not have in place proper internal auditor. The Company is in process of appointing 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
during the FY 2024.
Annual Return
The Annual Return of the Company as on 31st March, 2024, 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 Company’s website at
www.devotedconstruction.com
Further the Annual Return (i.e., e-form MGT-7] for the FY24 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 Company's
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 tothe 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 Company's 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
withthe 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 Company's Code of
Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower
policy may be accessed on the Company’s 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.
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Total foreign exchange earnings and outgo
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2023-24 (in Rs.)
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2022-23 (inRs.)
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FOB Value of Exports
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Nil
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Nil
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C1F Value of Imports
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Nil
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Nil
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Expenditure in foreign currency
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Nil
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Nil
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FOREIGN EXCHANGE EARNINGS AND OUTGO: 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.-2023-24.
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 2024.
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 FY 24 and the date of this Report.
SIGNIFICANT/MATERIA!. ORDERS PASSED BY THE REGULATORS
Pursuant to Regulation 13(3) of the SEB1 (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 SEB1 (LODR) Regulation^ 015 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 Non-compliance and SEB1 vide its
circular no. SEB1/HO/CFD/CMD/C1R/P/2020/12 dated January 22, 2020 (SEB1 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 ofSEBI (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 SEB1 (Depositories and
Participants) Regulations, 2018.
Pursuant to the provisions of Letter No. L1ST/C0MP/A]/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").
As on date the company has made the application for revocation of suspension of trading in securities to the
BSE but same is still pending as case is under process with listing team operation.
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, 2024,100% of the Company's Share Capital is in dematerialized form.
Trading in securities of the Company was suspended on 22nd November, 2022 and the facility of trading the
shares of the aforementioned non-complaint company for Trade Basis in Z Group on the first trading day of
every week has been discontinued since 13th June, 2023. Since then the trading in securities of the company
has been suspended. Application for revocation of suspension of trading in securities has been made to the
BSE and the same is under process.
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 TIIE REASONS THEREOF
There are no instances of one-time settlement during the financial year under review.
CAUTIONARY STATEMENT
Statement in the management’s discussions and analysis describing the Company’s 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 Company's 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: By order of the Board
M-55, 3rd Floor, Greater Kailash -II for Devoted Construction Limited
New Delhi-110048
SD/- SD/-
Suresh Bohra Narsimha Kavadi
Date: 07th September, 2024 Director Director
Place: New Delhi DIN: 00093343 DIN: 08145297
Priya Aggarwal
Company Secretary & Compliance Officer
Membership No.: A66788
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