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Relstruct Buildcon Ltd			Industry : Construction


BSE Code:	540426	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE792V01010	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	4.2948674	Market Cap ( Cr.):	4.69	Face Value(Rs):	10

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The Members,

Relstruct buildcon limited

Mumbai

Your Directors have pleasure in presenting the 7^th (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 company's 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 Company's 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.

DIRECTOR'S 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 8^th 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