Your Directors have the pleasure in submitting the 43rd Annual Report of your Company together with
the Audited Statement of Accounts and the Auditors’ Report for the financial year ended 31st March, 2024.
FINANCIAL RESULT
The performance of the Company for the financial year ended 31st March, 2024 is summarized below:
|
Sr.
No.
|
Particulars
|
Current Year
(Rs in Lakhs)
|
Previous Year
(Rs. In Lakhs)
|
|
a.
|
Total Income
|
17.60
|
44.53
|
|
b.
|
Expenditure Before Depreciation
|
49.54
|
(33.11)
|
|
c.
|
Profit before depreciation & amortization
|
(31.94)
|
77.65
|
|
d.
|
Depreciation & Amortization
|
NIL
|
NIL
|
|
e.
|
Profit before Taxes
|
(31.94)
|
77.65
|
|
f.
|
Tax Expenses including Deferred Tax
|
0.34
|
4.50
|
|
g.
|
Profit after Taxes
|
(32.28)
|
73.15
|
|
h.
|
Add : Balance brought forward from previous year
|
119.60
|
46.45
|
|
i.
|
Amount available for appropriation
|
87.33
|
119.60
|
|
j.
|
Proposed Dividend (Including tax) on Equity Shares
|
NIL
|
NIL
|
|
k.
|
Net Balance carried to Profit & Loss Account
|
87.33
|
119.60
|
BUSINESS RESULT
During the year under review, your Company has registered a turnover of Rs. 17.60 Lakhs as against
Rs. 44.53 Lakhs in the previous year. The Profit before taxes in the current year is Rs. (31.94) Lakhs
as against Rs. 77.65 Lakhs in the previous year and profit after taxes is Rs. (32.28) Lakhs as against
Rs. 73.15 Lakhs in the previous year.
FINANCE
Cash and cash equivalents as at 31st March, 2024 was Rs. 5.31 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. Jhunjhunwala Jain & Associates LLP.,
Chartered Accountants 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 fiscal 2023-2024 does not
contain any qualification, reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review, Mr. Nitin Kedia, Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and is eligible for re-appointment. Further, We also record the
resignation of Mr. Ravi Nevatia & Mrs. Barkharani Nevatia, Non- Executive Independent Director of the
Company with effect from 05th April, 2023, the company has duly complied with the regulatory compliance
with regards to the same. Further, the Company has appointed Mr. Rajkumar Mawatwal, as an Additional
Director (in capacity of an Independent Director) of the Company with effect from June 21,2023, Further
the regularization was been approved by the shareholders on August 10, 2023 through Annual General
Meeting.
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.
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 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 2023-24.
LISTING OF SHARES AND DEMATERIALIZATION
The Company’s shares are listed and traded at Bombay Stock Exchange (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 carried to any reserves as on 31st March, 2024.
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 are no material changes affecting the financial position from the end of Financial Year i.e. 31st
March, 2024 till date.
FIXED DEPOSIT
During the year under review, the Company has not raised any funds by way of fixed 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 & SHAREHOLDERS MEETINGS
The Board of Directors met Ten times during this financial year 2023-24. 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 11th March, 2024 during the Financial Year ended 31st March,
2024.
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. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN # 113675W/W100361),
have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a
confirmation that, their appointment, if made by the members, would be within the limits prescribed under
the Companies Act, 2013
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, 2024 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” 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 - III.
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 2023-2024.
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:
There were no cases of sexual harassment filed during the year under review, in terms of the provision of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and 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.
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, 2024
CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall in the mandatory bracket for Corporate Social Responsibility pursuant to
Section 135 of the Companies Act, 2013 the Company did not adopt any activity pursuant to the same for
the financial year 2023-24.
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 BY ORDER OF THE BOARD OF DIRECTORS
FOR KEDIA CONSTRUCTION CO. LTD. FOR KEDIA CONSTRUCTION CO. LTD
VIJAY KUMAR KHOWALA NITIN SHANTIKUMAR KEDIA
WHOLE TIME DIRECTOR & CFO DIRECTOR
DIN: 00377686 DIN: 00050749
Date: 14th August 2024
Place: Mumbai
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