To,
The Members,
KEDIA CONSTRUCTION CO. LIMITED
Your Directors have the pleasure in submitting the 42nd
Annual Report of your Company together with the Audited Statement of Accounts and the
Auditors' Report for the financial year ended 31st March, 2023.
FINANCIAL RESULT
The performance of the Company for the financial year ended 31st
March, 2023 is summarized below:
| Particulars |
Current Year (Rs in Lakhs) |
Previous Year (Rs. In Lakhs) |
| a. Total Income |
44.53 |
29.22 |
| b. Expenditure Before Depreciation |
(33.11) |
20.90 |
| c. Profit before depreciation & amortization |
77.65 |
8.32 |
| d. Depreciation & Amortization |
NIL |
NIL |
| e. Profit before Taxes |
77.65 |
8.32 |
| f. Tax Expenses including Deferred Tax |
4.50 |
1.31 |
| g. Profit after Taxes |
73.15 |
7.01 |
| h. Add : Balance brought forward from previous year |
46.45 |
39.45 |
| i. Amount available for appropriation |
119.60 |
46.45 |
| j. Proposed Dividend (Including tax) on Equity Shares |
NIL |
NIL |
| k. Net Balance carried to Profit & Loss Account |
119.60 |
46.45 |
BUSINESS RESULT
During the year under review, your Company has registered a turnover of
Rs. 44.53 Lakhs as against Rs. 29.22 Lakhs in the previous year. The Profit
before taxes in the current year is Rs. 77.65 Lakhs as against Rs. 8.32 Lakhs in
the previous year and profit after taxes is Rs.73.15 Lakhs as against Rs. 7.01
Lakhs in the previous year.
FINANCE
Cash and cash equivalents as at 31st March, 2023 was Rs.
23.76 Lakhs The company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters were kept under
strict check through continuous monitoring.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Management's
discussion and analysis is set out in this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from M/s.
Kala Agarwal., Company Secretary in practice, regarding compliance of the requirements of
Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming part of the Annual Report.
The auditors' certificate for Financial Year 2022-2023 does not contain any
qualification, reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to section 152 of the Companies Act, 2013, Mr. Vijaykumar
Khowala (DIN: 00377686), Director of the Company retires by rotation and being eligible,
offers himself for re-appointment.
With deep regret, we report the sad demise of our Director, Mr.
Murlidhar Gupta, on 12th June, 2022. Your Directors would like to place on record their
highest gratitude and appreciation for the guidance given by Mr. Murlidhar Gupta to the
Company during his tenure as a director.
Mr. Rajkumar Mawatwal (DIN: 00467649 ) was appointed as an Additional
Independent Director w.e.f. 21st June, 2023. His appointment shall be subject
to ratification by Shareholders at the Annual General Meeting scheduled to be held on 10th
August, 2023.
The aforesaid appointments were made by the Board pursuant to the
recommendation of Nomination and Remuneration Committee (NRC).
Members are requested to refer the Notice of the ensuing AGM for brief
profile and other related information of Directors seeking appointment/re-appointment.
Mr. Ravi Nevatia & Mrs. Barkharani Nevatia, Non- Executive
Independent Directors of the Company has resigned with effect from 05th April, 2023.
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing Regulations") and
that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge duties with an
objective independent judgment 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) Rules, 2014 as amended w.e.f. 1st December, 2019, all Independent
Directors of the Company viz. Mr. Ravi Nevatia, Mrs. Barkharani Choudhary and Ms.
Jayaprakash Preethi have registered themselves in the Independent Directors databank
maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the
Board of Directors of the Company, all Independent Directors possess high integrity,
expertise and experience including the proficiency required to discharge the duties and
responsibilities as Directors of the Company.
DIVIDEND
In order to conserve the resources for future, your Directors do not
recommend any dividend for the financial Year 2022-23.
LISTING OF SHARES AND DEMATERIALIZATION
The Company's shares are listed and traded at Bombay Stock
Exchange Limited (BSE) and its scrip code is 508993 and ISIN No. INE511J01027
RISK MANAGEMENT
During the year, the company has developed and implemented Risk
Management Policy consistent with the provisions of the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of
risk which may threaten the existence of the Company and possible solutions to mitigate
the risk involved.
AMOUNT PROPOSED TO CARRY TO ANY RESERVES
No amount has been proposed to be transferred to the General Reserves
during the Financial Year 2022-23.
FUTURE OUTLOOK
The Company's plans for securing the growth is under way and
appropriate action will be taken in future at appropriate time for future development.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position since the close of the Financial Year of the Company i.e. 31st
March, 2023 till date of this Report.
DEPOSIT
During the year under review, the Company has not raised any funds by
way of deposits and as such, no amount of principal or interest was outstanding as of the
balance sheet date.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
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 at the end of the
financial year and of the profit and loss of the company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
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) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
BOARD MEETINGS
The Board of Directors met Five times during this financial year
2022-23. The details of the meetings are elaborated in the Corporate Governance Section of
this Report.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(7) of the Companies Act, 2013 read with Schedules and Rules issued thereunder
and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
BOARD AND COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and under
Regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations,
2015, the Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors meet at least once in a year, without the
presence of Executive Directors or Management representatives. They also have a separate
meeting with the Non-Executive Chairman, to discuss issues and concerns, if any.
The Independent Directors met once on 10th February, 2023
during the Financial Year ended 31st March, 2023.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall industry perspective
as well as issues being faced by the industry.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with
the Code. All Management 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 with instance of fraud and mismanagement, if any. In staying true to our
values of Strength, Performance and Passion and in line with our vision of being one of
the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern. A high level Committee has
been constituted which looks into the complaints raised. The Committee reports to the
Audit Committee and the Board.
POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee is included in
the Corporate Governance Report which forms part of Annual Report.
STATUTORY AUDITORS
M/s. GMJ & Associates, Chartered Accountants have tendered their
resignation from the position of Statutory Auditors due to unavoidable circumstances, the
Board appointed M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai,
(FRN # 113675W/W100361), as the Statutory Auditors of the Company to hold the office from
the conclusion of the Annual General Meeting held for the year 2021-2022 until conclusion
of the Annual General Meeting to be held for the financial year 2026-2027.
The requirement to place the matter relating to appointment of Auditors
for ratification by Members at every Annual General Meeting was omitted vide notification
dated 7th May, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no
resolution is proposed for ratification of the appointment of Auditors in the ensuing AGM
of the Company.
STATUTORY AUDITORS' REPORT
The Auditors' Report on Financial Statements for the year ended
31st March, 2023 forms part of this Annual Report. Notes to the Financial Statements are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed Ms. Kala Agarwal, a firm of Company Secretaries in Practice
(C.O.P. No. 5356) to undertake the Secretarial Audit of the Company. The Secretarial
Audit report is annexed herewith. The Secretarial Audit Report issued by them in Form No.
MR-3 is provided as an "Annexure - III" to this Report. The Secretarial Audit
Report does not contain any qualifications, reservations or adverse remarks.
EXTRACT OF ANNUAL RETURN
As per the MCA notification dated 5th March, 2021 there is no
requirement for providing extract of Annual Return in the Board's Report, hence the
same is not provided. However, the same has been uploaded on the Website of the Company
i.e. www.kcclinida.com
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 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report
as "Annexure - I".
PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. Your Company has adopted a policy on Related Party Transactions and is uploaded
on the website of the Company at http://kcclindia.com/pdf/RPT-Policy.pdf
Pursuant to the provisions of section 134 (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 - II".
Prior approval of Audit Committee is obtained for all Related Party
Transactions. A statement of all Related Party Transactions is reviewed by the Audit
Committee and Board on quarterly basis. Your Company has adopted a policy on Related Party
Transactions and is uploaded on the website of the Company at http://kcclindia.com/pdf/RPT-Policy.pdf
INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to
provide reasonable assurance that the Company's established policy and procedure have
been followed.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
Your Company has in place adequate internal controls with reference to
financial statements and operations and the same are operating effectively. The Internal
Auditors tested the design and effectiveness of the key controls and no material
weaknesses were observed in their examination. Further, Statutory Auditors verified the
systems and processes and confirmed that the Internal Financial Controls system over
financial reporting are adequate and such controls are operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the Audit
committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2022-2023.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars
of he employees required are not given as none of the employee is covered under the said
provisions of the Act.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate, and has
always carried forward all its operations and procedures for environment friendly norms
with all necessary clearances.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The Company has taken all possible measures for the conservation of
energy by undertaking required steps. The information regarding the foreign exchange
earnings and outgo is not applicable hence there is no such transactions.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
During the year under review, no complaints of sexual harassment were
received under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business.
There are no materially 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.
Pursuant to the provisions of section 134 (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 - II".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details regarding investments made and loans and advances have been
disclosed in Notes of the Financial Statements for the Financial Year ended 31st
March, 2023
CORPORATE SOCIAL RESPONSIBILITY
During the Financial Year 2022-23, the Company was not under any
statutory obligation to make any contribution towards the Corporate Social Responsibility
activities.
SHARE CAPITAL
a) Issue of Equity Shares with Differential Rights:
The Board of Directors has not issued any Shares in current financial
year.
b) Issue of Sweat Equity Shares:
No Sweat Equity Shares were issued in current financial year.
c) Issue of Employee Stock Options:
No Employee Stock Options were issued in current financial year.
d) Provision of Money by Company for Purchase of Its Own Shares by
Employees or by Trustees for the benefit of employees:
No provision is made by Company for purchase of its own shares by
employees or 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 view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code. All the Directors and the
designated employees have confirmed compliance with the Code.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the Company
employees for their enormous personal efforts as well as their collective contribution to
Company's record performance.
The Directors would also like to thank Shareholders, Customers,
Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other
Business Associates for the continued support given by them to the Company and their
confidence in the Management.
BY ORDER OF THE BOARD OF DIRECTORS FOR KEDIA CONSTRUCTION CO. LTD.
| VIJAY KUMAR KHOWALA |
NITIN SHANTIKUMAR KEDIA |
| WHOLE TIME DIRECTOR & CFO |
DIRECTOR |
| DIN: 00377686 |
DIN: 00050749 |
| Date: 21-06-2023 |
|
| Place: Mumbai |
|
|