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Directors Report of Kedia Construction Company Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in submitting the Thirty-Third Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2014.

Financial Result

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

Sr. Particulars Current Year Previous Year No. (Rs) (Rs)

a. Total Income 10,26,931 10,32,799

b. Total Expenditure 10,17,203 10,04,059

c. Profit before depreciation & amortization 9,7281 9,335

d. Depreciation & Amortization 6,327 7,725

e. Profit before Taxes 3,4011 1,610

f. Tax Expenses including Deferred Tax 889 5,179

g. Profit after Taxes 2,512 6,431

h. Add : Balance brought forward from previous year 4,93,702 4,87,271

i.Amount available for appropriation 4,96,214 4,93,702

j.Proposed Dividend (Including tax) on Equity Shares Nil Nil

k.Net Balance carried to Profit & Loss Account 4,96,214 4,93,702

Dividend

In order to conserve the resources for future, your Directors do not recommend any dividend.

Operating Result and Profit

The Company has an income aggregating Rs 10.27 Lacs as against Rs10.33 Lacs in previous year. The Profit before taxes in the current year is Rs0.03 Lacs as against Rs 0.12 Lacs in the previous year and Profit after taxes are Rs 0.025 Lacs as against Profit aftertax of Rs 0.06 Lacs in the in the previous year.

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.

Directors

In pursuant to the provisions of the Companies Act, 1956 and the Articles of Associations of the Company, Mr. Nitin Kedia retires by rotation and being eligible, offer himself for re-appointment.

Name Designation Gross Qualification Age & Date of Remuneration Experience Commencement of (Years) Employment

Mr. Nitin Director Nil B.E. 54/30 N.A. Kedia

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.

Internal Audit System

The Company''s has in house Internal Audit department commensurate with its nature and size of the Company. Internal Control System and Its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, the employees required are not given as none of the employee is covered under the said provisions of the Act.

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.

Auditor''s Report

There are no qualifications in the report of the statutory auditors for the year 2013-14.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and Members of the Board about the compliance of Code of Conduct as laid down by the Board.

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.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility, It is hereby confirmed that:

(i) In presentation of the Annual Accounts, the applicable Accounting Standards have been followed with proper explanation relating to material departure.

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2014.

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your Company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

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

Vijay P. Khowala

Mumbai, the 30th day of May, 2014 Wholetime Director


Mar 31, 2013

To, The Members,

The Directors have pleasure in submitting the Thirty-Second Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2013.

Financial Result

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Sr. Current Year Previous Year No. PartlCulars

a. Total Income 10,32,799 9,52,797

b. Total Expenditure 10,04,059 8,47,318

c. Profit before depreciation & amortization 19,335 1,05,479

d. Profit before Taxes 11,610 96,047

e. Tax Expenses including Deferred Tax 5,179 29,681

f. Profit after Taxes 6,431 66,366

g. Add : Balance brought forward from previous year 4,87,271 4,20,905

h. Amount available for appropriation 4,93,702 4,87,271

i. Proposed Dividend (Including tax) on Equity Shares Nil Nil

K. Net Balance carried to Profit & Loss Account 4,93,702 4,87,271

Dividend

In orderto conserve the resources forfuture, your Directors do notrecommend any dividend.

Operating Result and Profit

The Company has an income aggregating ? 10.33 Lacs as against ? 9.53 Lacs in previous year. The Profit before taxes in the current year is ? 0.12 Lacs as against ? 0.96 Lacs in the previous year and profit after taxes are ? 0.06 Lacs as against ? 0.66 Lacs in the in the previous year.

Future Outlook

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

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 ofthe balance sheetdate.

Internal Audit System

The Company''s has in house Internal Audit department commensurate with its nature and size ofthe Company.

Internal Control System and Its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars ofthe employees required are not given as none ofthe employee is covered underthe said provisions of the Act.

Conservation Of Energy and Tech nology 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.

Auditor''s Report

There arenoqualifications inthe report ofthe statutory auditors for the year 2012-13.

CodeofConduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and Members of the Board about the compliance of Code of Conduct as laid down by the Board.

ManagementDiscussion andAnalysis and CorporateGovernanceReport

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion andAnalysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the StatutoryAuditors confirming the compliance with requirementsof Clause 49 ofthe ListingAgreement also forms part ofAnnual Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility, It is hereby confirmed that:

(i) In presentation of the Annual Accounts, the applicable Accounting Standards have been followed with proper explanation relatingtomaterial departure.

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are madeso as togive true and fair viewofthe stateofaffairsof your Company asat31st March 2013.

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accountsof your Company have been preparedongoing concern basis.

StatutoryAuditors

M/s. Jajodia and Company, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B)of the CompaniesAct, 1956.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts aswellastheir collective contributionto 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 confidencein the Management.

By Order of the Board of Directors

Vijay P. Khowala

Mumbai,the30th day of May,2013

Wholetime Director


Mar 31, 2012

The Directors have pleasure in submitting the Thirty-First Ninth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2012.

Financial Result

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

Sl. Particulars Current Year Previous Year No. (Rs.) (Rs.)

a. Total Income 9,52,797 13,39,126

b. Total Expenditure 8,47,318 12,18,713

c. Profit before depreciation & amortization 1,05,479 1,20,413

d. Profit before Taxes 96,047 1,08,896

e. Tax Expenses including Deferred Tax 29,681 30,379

f. Profit after Taxes 66,366 78,517

g. Add : Balance brought forward from previous year 4,20,905 3,42,388

h. Amount available for appropriation 4,87,271 4,20,905

i. Proposed Dividend (Including tax) on Equity Shares Nil Nil

k. Net Balance carried to Profit & Loss Account 4,87,271 4,20,905

Dividend

In order to conserve the resources for future, your Directors do not recommend any dividend.

Operating Result and Profit

The Company has an income aggregating Rs. 9.53 Lacs as against Rs. 13.39 Lacs in previous year. The Profit before taxes in the current year is Rs. 0.96 Lacs as against Rs. 1.09 Lacs in the previous year and profit after taxes are Rs. 0.66 Lacs as against Rs. 0.79 Lacs in the previous year.

Future Outlook

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

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.

Internal Audit System

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

Internal Control System and Its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

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.

Auditor's Report

There are no qualifications in the report of the statutory auditors for the year 2011-12.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and Members of the Board about the compliance of Code of Conduct as laid down by the Board.

Management Discussion and Analysis and Corporate Governance Report

In compliance with clause 49 of the Listing Agreement entered in with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be disclosed in the Directors Report forms part of this Annual Report. Further, the Corporate Governance Report, as approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of Clause 49 of the Listing Agreement also forms part of Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility, It is hereby confirmed that:

(i) In presentation of the Annual Accounts, the applicable Accounting Standards have been followed with proper explanation relating to material departure.

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2012.

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your Company have been prepared on going concern basis.

Statutory Auditors

M/s. Jajodia and Company, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

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

Vijay Khowala Wholetime Director

Mumbai, the 30th day of May,2012


Mar 31, 2011

The Members,

The Directors have pleasure in submitting the Thirtieth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31st March, 2011.

Financial Result

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

Sr. Rupees No. Particulars Current Previous Year Year

a. Total Income 1,339,126 723,342

b. Total Expenditure 1,218,713 554,324

c. Profit before depreciation 120,413 169,018

d. Profit before Taxes 108,896 154,956

e. Tax Expenses including Deferred Tax 30,379 47,759

f. Profit after Taxes 78,517 107,197

g. Add : Balance brought forward from previous year 342,388 235,191

h. Amount available for appropriation 420,905 342,388

i. Proposed Dividend (Including tax) on Equity Shares Nil Nil

k. Net Balance carried to Profit & Loss Account 420,905 342,388

Dividend

In order to conserve the resources for future, your Directors do not recommend any dividend.

Operating Result and Profit

The Company has an income aggregating Rs. 13.39 Lacs as against Rs. 7.23 Lacs in previous year. The Profit before taxes in the current year is Rs. 1.09 Lacs as against Rs. 1 55 Lacs in the previous year and profit after taxes are Rs. 0.78 Lacs as against Rs. 1.07 Lacs in the in the previous year.

Future Outlook

The Company has acquired the 36% stake in construction firm as a partner and thereby entered into the field of infrastructure projects in construction through its associates and hence optimistic to achieve better result in the future.

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.

Internal Audit System

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

Internal Control System and Its Adequacy

The Company has a proper and adequate internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.

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.

Auditor's Report

There are no qualifications in the report of the statutory auditors for the year 2010-11.

Code of Conduct

In terms of requirement of Clause 49 of the Listing Agreement, the Company has received certificate from all its Senior Management personnel and Members of the Board about the compliance of Code of Conduct as laid down by the Board.

Corporate Governance

Pursuant to Clause 49 of the Listing agreements with the stock exchanges, a Management's Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance with conditions of Corporate Governance form a part of the Director's Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility, It is hereby confirmed that:

(i) In presentation of the Annual Accounts, the applicable Accounting Standards have been followed with proper explanation relating to material departure.

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give true and fair view of the state of affairs of your Company as at 31st March 2011.

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

(iv) That the annual accounts of your Company have been prepared on going concern basis.

Auditors

M/s. Jajodia and Company, Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment and to fix their remuneration. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

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

Vijay P. Khowala Wholetime Director

Mumbai, the 30th day of May, 2011


Mar 31, 2010

The Directors have pleasure in submitting the Twenty Ninth Annual Report on the business and operation of the Company along with the Audited Accounts for the financial year ended 31th March. 2010.

Financial Result

The performance of the Company for the financial year ended 31th March. 2010 is summarized below;

Sr. Rupees

Particulars Current Previous

NO.

Year Year

a. Total Income 723,342 9.219,502

b. Total Expenditure 554.324 5,729,652

c. Profit before depreciation 169,018 3,489,650

d. Profit before Taxes 154,956 3,472,480

e. Tax Expenses including FBT & Deferred Tax 47,759 509.226

f. Profit after Taxes 107,197 2,963,254

g. Add : Balance brought forward from previous year 235,191 (2,728,063)

h. Amount available for appropriation 342,388 235,191

i. Proposed Dividend (Including tax) on Equity Shares Nil Nil

j. Net Balance carried to Profit & Loss Account 342,388 235,191



Dividend

In order to conserve the resources for future, your Directors do not recommend any dividend.

Operatlna Result and Profit

The Company has an income aggregating Rs. 7.23 Lacs as against Rs. 92.19 Lacs in previous year. The Profit before taxes in the current year is Rs. 1.55 Lacs as against Rs. 34.72 Lacs in the previous year and profit after taxes are Rs. 1.07 Lacs as against Rs. 29.63 Lacs in the previous year.

Future Outlook

The Company has acquired the 36% stake In construction firm as a partner and thereby entered into the field of infrastructure projects in construction through Its associates and hence optimistic to achieve better result In the future.

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.

Internal Audit System

The Companys has In house Internal Audit department commensurate with its nature and size of the Company.

Internal Control System and tis Adequacy

The Company has a proper and adequate Internal control system for all its activities including safeguarding and protecting its assets against any loss from its unauthorized use of disposition. All transaction are property documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is1 enhanced based on the reports from various fields.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars c Employee) Rules. 1975, nanes and other particulars of the employees are required are not given as none of the employee is covered under the said provisions of the act.

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.

information regarding the foreign exchange earnings and outgo is not applicable hence there is no such transactions

Auditors Report

There are no qualifications in the report of the statutory auditors for the year 2009-10.

Code of Conduct

In terms of requirement of Clause 49 of the listing Agreement, the Company has received certificate from all its seni management personnel and members of the Board about the compliance of code of conduct as laid down by I Board.

Corporate Governance

Pursuant to Clause 49 of the listing agreements with the stock exchanges, a Managements Discussion and Analys Corporate Governance Report and Auditors Certificate regarding compliance with conditions of corpora governance form a part of the directors report

Directors Resononsibllity Statet

Pursuant to Section 217(2AA) of the Companies Act. 1956 with respect to Directors Responsibility, It is here confirmed that:

(i) In presentation of the Annual Accounts, the applicable accounting standards have been followed with prop explanation relating to material departure.

(ii) The accounting policies have been consistently applied and reasonable, prudent judgment and estimat are made so as to give and fair view of the state of affairs of your Company as at 31th March 2010.

(iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records accordance with the provision of the Companies Act, 1950 for safeguarding the assets of your Company a for preventing and cetecting frauds and other irregularities.

(iv) That the annual accounts of your Company have been prepared on going concern basis.

Auditors

M/s. Jajodia and Company. Chartered Accountants, Auditor of the Company, holds office until the conclusion of the ensuing Annual General Mesting and is recommended for re-appointment and to fix their remuneration. Certificai from the Auditors has been received to the effect that their re-appointment, if made, would be within the limi prescribed under section 224(1B) of the Companies Act, 1956.

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal effo as well as their collective contribution to Companys record performance.

The Directors would also like to thank shareholders, customers, dealers, suppliers, bankers, financial institutlon Government authorities and all other business associates for the continued support given by them to the Company a their confidence in manage ment

By Order of the Board of Directors

Vijay P.Khowala

Mumbai, the 31th day of May, 2010 Wholetime Director

 
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