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Kedia Construction Company Ltd.

BSE: 508993 Sector: Infrastructure
NSE: N.A. ISIN Code: INE511J01027
BSE 05:30 | 01 Jan Kedia Construction Company Ltd
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Kedia Construction Company Ltd. (KEDIACONSTRUCT) - Director Report

Company director report

To

The Members

KEDIA CONSTRUCTION CO. LIMITED

Your Directors have the pleasure in submitting the fortieth Annual Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Reportfor the financial year ended 31 st March 2021.

FINANCIAL RESULT

The performance of the Company for the financial year ended 31 st March2021 is summarized below:

Sr. No. Particulars Current Year (Rs. in Lakhs) Previous Year (Rs. in Lakhs)
a. Total Income 28.33 36.30
b. Total Expenditure 18.43 22.95
c. Profit before depreciation & amortization 9.90 13.35
d. Depreciation & Amortization Nil Nil
e. Profit before Taxes 9.90 13.35
f. Tax Expenses including Deferred Tax (0.19) 3.61
g. Profit after Taxes 10.09 9.74
h. Add : Balance brought forward from previous year 29.37 19.63
i. Amount available for appropriation 39.46 29.37
j. Proposed Dividend (Including tax) on Equity Shares Nil Nil
k. Net Balance carried to Profit & Loss Account 39.46 29.37

BUSINESS RESULT

During the year under review your Company has registered a turnover of Rs. 28.33Lakhs as against

Rs. 36.30 Lakhs in the previous year. The ProfitRs. 9.90 Lakhs asagainst Rs. 13.35 Lakhs in the previous year and profit after taxes is Rs. 10.09Lakhs as against

Rs. 9.74 Lakhs in the previous year.

DIVIDEND

In order to conserve the resources for future your Directors do not recommend anydividend for the financial Year 2020-21.

TRANSFER TO RESERVES

During FY 2020-21 no amount has been transferred to the general reserves/ retainedearnings of the Company.

SHARE CAPITAL

The Authorized share Capital of the Company is Rs. 150.00 Lakhs Equity shares of Rs.5/- each. The paid up equity share capital of the Company as on 31st March2021 is Rs. 150.00 Lakhs comprising of

3000000 Equity shares of Face Value of Rs. 5/- each. During the financial year2020-21 your Company has neither issued equity shares with differential rights as todividends voting or otherwise nor has issued Sweat Equity shares. Your Company does nothave any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

FINANCE

Cash and cash equivalents as at 31st March 2021 was Rs. 2.67 Lakhs.The company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's discussion and analysis is setout in ANNEXURE-1 to this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from M/s. Somani &associates. Company

Secretary in practice regarding compliance of the requirements of Corporate Governanceunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section set out in Annexure-2 forming part of the AnnualReport

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vijaykumar Khowala (DIN: 00377686)) Non Executive Director retires byrotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Further During the period under review there is no Change in the Board of Directorsof the Company. The aforesaid appointments were made by the Board pursuant to therecommendation of Nomination and Remuneration Committee (NRC).

Members are requested to refer the Notice of the ensuing AGM for brief profile andother related information of Directors seeking appointment/re-appointment.

All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and that they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge duties with an objective independentjudgment and without any external influence. In the opinion of the Board all Independent

Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules2014 as amended w.e.f. 1st December 2019 all Independent Directors of theCompany viz. Mr. Murlidhar Gupta Mr. Ravi Nevatia Mrs. Barkharani Choudhary haveregistered themselves in the Independent Directors databank maintained with the IndianInstitute of Corporate Affairs (IICA). In the opinion of the Board of Directors of theCompany all Independent Directors possess high integrity expertise and experienceincluding the proficiency required to discharge the duties and responsibilities asDirectors of the Company.

LISTING OF SHARES AND DEMATERIALIZATION

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scripcode is 508993 and ISIN No. INE511J01027 RISK MANAGEMENT

During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

FUTURE OUTLOOK

The Company's plans for securing the growth is under way and appropriate action will betaken in future at appropriate time for future development.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2020-21 and the date ofthis report

FIXED DEPOSIT

During the year under review the Company has not raised any funds by way of fixeddeposits and as such no amount of principal or interest was outstanding as of the balancesheet date.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant toprovisions of the Companies (Amendment) Act 2017 NRC decided to continue existing methodof performance evaluation through circulation of performance evaluation sheets based onSEBI Guidance Note dated 5th January 2017 and that only Board should carry outperformance evaluation of Board Committees and Individual Directors. An assessment sheetbased on aforesaid SEBI Guidance Note containing the parameters of performance evaluationalong with rating scale was circulated to all the Directors. The Directors rated theperformance against each criteria. Thereafter consolidated score was arrived. Pursuant tothe provisions of the Companies Act 2013 and Listing Regulations the Board has carriedout performance evaluation of its own evaluation of working of the Committees andperformance evaluation of all Directors in the said manner.

A meeting of Independent Directors of the Company was held on Tuesday 30 March 2021in which Independent Directors inter-alia reviewed performance of Non-ExecutiveIndependent Chairman and other Non-Independent Directors and the Board as a whole throughperformance evaluation sheets.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met Four times during this financial year 2020-21. The detailsof the meetings are elaborated in the Corporate Governance Section of this Report.

POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy is uploaded on the website of the Company and web-linkthereto is http://kcclindia.in/pdf/code-of-conduct-for-board-of-directors-and-KMP.pdf. TheRemuneration Policy is stated in the Corporate Governance Report.

DECLARATION OF INDEPENDENCE

Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant toprovisions of the Companies (Amendment) Act 2017 NRC decided to continue existing methodof performance evaluation through circulation of performance evaluation sheets based onSEBI Guidance Note dated 5th January 2017 and that only Board should carry outperformance evaluation of Board Committees and Individual Directors. An assessment sheetbased on aforesaid SEBI Guidance Note containing the parameters of performance evaluationalong with rating scale was circulated to all the Directors. The Directors rated theperformance against each criteria. Thereafter consolidated score was arrived. Pursuant tothe provisions of the Companies Act 2013 and Listing Regulations the Board has carriedout performance evaluation of its own evaluation of working of the Committees andperformance evaluation of all Directors in the said manner.

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTORS

Sitting Fees: Independent Directors are entitled for sitting fees for attendingmeetings of the Board or Committee of the Board or for any other purposes as may bedecided by the Board of such sum as may be approved by the Board of Directors of theCompany within the overall limits prescribed under the Act and the rules made thereunderListing regulations or other applicable law.

According to the information and explanations given to us and based on verification ofrecords the managerial remuneration has been paid in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V of the CompaniesAct 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The said policy is uploaded on the website of theCompany and web-link thereto is http://kcclindia.in/pdf/ familiarization-program.pdf

SEPARATE INDEPENDENT DIRECTORS' MEETINGS

The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.

The Independent Directors met once on Tuesday March 30 2021 during the Financial Yearended 31st March 2021.

BOARD AND COMMITTEE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit

Nomination & Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee is included in the CorporateGovernance Report which forms part of Annual Report.

As on 31st March 2021 the Audit Committee comprises of 3 members viz. Mr. MurlidharGupta Independent Director as Chairman Mr. Vijaykumar Khowala (member) Mrs. BarkharaniChoudhary Independent Directors (member). More details on the Audit Committee are givenin Corporate Governance Report. All the recommendations made by the Audit Committee duringthe year under review were accepted by the Board.

STATUTORY AUDITORS

The Board had appointed M/s. GMJ & Co. Chartered Accountants (FRN # 103429W)to hold the office of the statutory auditor of the Company from the conclusion of the 39thAnnual General Meeting till the Annual General Meeting to be held in the year 2025 and ata remuneration to be fixed by the Board of Directors in consultation with the auditorsplus applicable GST and reimbursement of out of pocket expenses incurred by them for thepurpose of audit.

The requirement to place the matter relating to appointment of Auditors forratification by Members at every Annual General Meeting was omitted vide notificationdated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordingly noresolution is proposed for ratification of the appointment of Auditors in the ensuing AGMof the Company.

STATUTORY AUDITORS' REPORT

The Auditors' Report on the standalone financial statements of the Company for the yearended 31st March 2021 forms part of this Annual Report. The Auditors' Report does notcontain any qualifications reservations adverse remarks or disclaimer. In terms of theprovisions of Section 143(12) of the Act no frauds have been reported by the StatutoryAuditors in their report for the year under review. Notes to the Financial Statements areself-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with rules thereunder theBoard has appointed

M/s. Somani & Associates a firm of Company Secretaries in Practice (C.O.P. No.8642) to conduct Secretarial Audit of the Company for the year ended 31stMarch 2021. The Secretarial Audit Report issued by them in Form No. MR-3 is provided asan "Annexure" to this Report. The Secretarial Audit

Report does not contain any qualifications reservations or adverse remarks.

Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8thFebruary 2019 issued by Securities and Exchange Board of India (SEBI) Ms. Poonam SomaniPracticing Company

Secretaries have issued the Annual Secretarial Compliance Report for the financial yearended 31st March 2021 thereby confirming compliance of the applicable SEBIRegulations and circulars / guidelines issued thereunder by the Company.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as annexure to the Board's report as Annexure– I. The same has been uploaded on the website of the companyhttp://kcclindia.in/investor-relations.html

DISCLOSURE RELATING TO SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Subsidiary Company/Associate Company/Joint Ventures.

However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies

(Accounts) Rules 2014 Form AOC-1 is annexed to this report as Annexure – II.

PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Your Company hasadopted a policy on Related Party Transactions and is uploaded on the website of theCompany at http://kcclindia.in/pdf/RPT-Policy.pdf. Pursuant to the provisions of section134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts)Rules 2014 Form AOC-2 is annexed to this report as Annexure – III.

Prior approval of Audit Committee is obtained for all Related Party Transactions. Astatement of all Related Party Transactions is reviewed by the Audit Committee and Boardon quarterly basis. Your Company has adopted a policy on Related Party Transactions and isuploaded on the website of the Company at http:// kcclindia.in/pdf/RPT-Policy.pdf.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal controls with reference to financialstatements and operations and the same are operating effectively. The Internal Auditorstested the design and effectiveness of the key controls and no material weaknesses wereobserved in their examination. Further Statutory

Auditors verified the systems and processes and confirmed that the Internal FinancialControls system over financial reporting are adequate and such controls are operatingeffectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the

Audit committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during FY 2021.

INTERNAL AUDIT SYSTEM

The Company's has in house Internal Audit department commensurate with its nature andsize of the Company.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company maintains adequate internal control system and procedures commensuratewith its size and nature of operations. The internal control systems are designed toprovide a reasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.

The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process and Internal Audit. TheInternal Audit reports are periodically reviewed by the management and the Audit Committeeand necessary improvements are undertaken if required.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from publicunder Chapter V of the Act.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures for environment friendly norms with allnecessary clearances.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

The Company has taken all possible measures for the conservation of energy byundertaking required steps. The information regarding the foreign exchange earnings andoutgo is not applicable hence there is no such transactions.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has placed a Prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013; A Committee has been set up to redress complaints receivedregarding sexual harassment.

There were no cases of sexual harassment filed during the year under review in termsof the provision of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has given loans under section 186 of CompaniesAct 2013. The necessary compliance with regards to same has been complied and the samehas been noted in the Statutory Register of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2020-21.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Vigil Mechanism / Whistle Blower Policy may beaccessed on the Company's website at http://kcclindia.in/pdf/whistle-blower-policy.pdfTheCompanyhasaFraudRiskandManagementPolicytodealwithinstancesoffraudandmismanagement ifany. The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. A high level Committee has been constituted which looks into thecomplaints raised. The Committee reports to the Audit Committee and the Board.

SHARE CAPITAL a) Issue of Equity Shares with Differential Rights:

The Board of Directors has not made any issue of Shares in current financial year. b)Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued in current financial year. c) Issue of EmployeeStock Options:

No Employee Stock Options were issued in current financial year. d) Provision of Moneyby Company for Purchase of Its Own Shares by Employees or by Trustees for the benefit ofemployees: e) No provision is made by Company for purchase of its own shares by employeesor by trustees for the benefit of employees.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmedcompliance with the Code.

SECRETARIAL STANDARDS

During the year under review your Company has complied with all the applicablesecretarial standards issued by the Institute of Company Secretaries of India. The samehas also been confirmed by Secretarial Auditors of the Company in the Secretarial AuditReport.

General

1. There was no change in the general nature of business of the Company during FY2020-21.

2. As required in terms of Secretarial Standard (SS)-4 it is hereby confirmed thatthere is no corporate insolvency resolution process initiated under the Insolvency andBankruptcy Code 2016.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.

The Directors would also like to thank Shareholders Customers Dealers SuppliersBankers Financial Institutions Government Authorities and all Other Business Associatesfor the continued support given by them to the Company and their confidence in theManagement.

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS
FOR KEDIA CONSTRUCTION CO. LTD. FOR KEDIA CONSTRUCTION CO. LTD.
VIJAY KUMAR KHOWALA MURLIDHAR GUPTA
WHOLE TIME DIRECTOR & CFO DIRECTOR
DIN: 00377686 DIN: 01644127
Date : 31.05.2021
Place: MUMBAI

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Sr. NO. Requirements Disclosures
I. The ratio of the remuneration of each director to the median remuneration of the employees for Name of Director the financial year 2020-2021 Ratio to median Remuneration
Mr. Nitin Kedia Nil
Mr. Vijaykumar Khowala Nil
Mr. Murlidhar Gupta Nil
Mr. Ravi Nevatia 0.50
Mrs. Barkharani Choudhary 0.50
II. The percentage increase in remuneration of each directors CFO CEO CS in thefinancial year NIL
III. The percentage of increase in median remuneration of employees in the Financial year NIL
IV. The number of permanent employees on the payroll of the Company 3 as on March 31 2021
V. The explanation on the relationship between average increase in remuneration and Company performance NA
VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Not applicable.
VIII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not Applicable.
IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company Not applicable.
XII. Affirmation that the remuneration is as per the Yes it is confirmed.remuneration policy of the Company

** During the period under review the Company has not paid remuneration to any of theDirectors/ Managing Directors.

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS
FOR KEDIA CONSTRUCTION CO. LTD. FOR KEDIA CONSTRUCTION CO. LTD.
VIJAY KUMAR KHOWALA MURLIDHAR GUPTA
WHOLE TIME DIRECTOR & CFO DIRECTOR
DIN: 00377686 DIN: 01644127
Date : 31.05.2021
Place: MUMBAI

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