KBC Global Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 14th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2021.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2021 is summarized below: - (Amounts in Lakhs)

Particulars 2020-2021 2019-2020
Total Revenue 12845.78 11833.49
Total Expenses 8586.78 8672.91
Earnings before interest and tax 4259.00 3160.58
Finance Cost 1455.52 1785.18
Depreciation 10.87 17.53
Pro t Before Tax 2792.61 1357.87
Exceptional Items-Loss by fire - 93.13
Tax Expenses:
Current Tax 760.50 327.70
Deferred Tax 6.34 (26.60)
Net Pro t for the period 2025.77 963.64
Items that will not be subsequently reclassi ed to profit or loss (8.10) (8.10)
Total Comprehensive 2017.67 955.54
Income for the period
Earnings per share (EPS)*(Face value of 2 each)
Basic EPS 3.28 1.55
Diluted EPS 3.28 1.55

Standalone Financial Statement

During the Financial Year 2020-2021, revenue from operations is 12092.21 Lakhs as compared to 11412.14 Lakhs during the previous year. Pro t after tax for the financial year is 2017.67 Lakhs as compared to profit of 955.54 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2021 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated Financial Statement

The reporting on the performance and financial position of the Subsidiaries, associates and joint venture companies in the Boards Report in accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is not applicable.

Reserves

The company does not propose to carry any amounts to any reserves.

Dividend

The Board of Directors approved payment of interim dividends of 0.05/- per equity share of 2/- each fully paid-up on February 13,2021. The interim dividend was paid to eligible Members as on February 25,2021. The total interim dividend involved a cash outflow of 28.48 Lakhs. The interim dividend was paid to Members, subject to deduction of tax at source as per the applicable rate.

The Board of Directors has recommended a final dividend of 0.05/- per equity share of face value of 2/- each fully paid up i.e. 2.5%, for the Financial Year 2020-21 subject to approval by Members in the ensuing 14th Annual General Meeting (14th AGM) of the Company. With this the total dividend for the Financial Year 2020-21 will be 0.10/- per share (i.e. 5 %).

The company did not declare any dividend in previous financial year.

There has been no transfer of unclaimed or unpaid dividend to investor education and protection fund, as there are no unclaimed or unpaid dividends.

Deposits

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year.

There are no deposits which are not in compliance with the requirements of chapter V of the Companies Act, 2013.

BUSINESS AND OPERATIONS

Business Overview

The Company is operating majorly in the following two segments: ? Construction and development of residential and commercial projects

• Contractual projects

A summary of completed and ongoing projects as on March 31,2021 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report’ forming part of the Annual Report.

Change in the nature of business

During the financial year there were no changes in the nature of business of the company.

Operational Overview

During the year under review, the Company handed over total 159 units with area of 1.30 Lakh square feet of its ongoing residential and residential cum commercial projects.

Company has total 11 work orders in hand. During the reporting period company has generated revenue of 33.81 Crore from contractual work orders.

Subsidiaries, Associate Companies, Joint Venture Companies

There are no subsidiaries, associate companies or joint venture companies of the company as on the date of the close of the financial year.

Further, there are no companies which have become or ceased to be subsidiaries, associate companies or joint venture companies during the financial year

SHARE CAPITAL RELATED MATTERS

Share Capital

At present the Authorised Share capital of the company is 20,00,00,000/- (Rupees Twenty Crores Only) comprising of 10,00,00,000 (Ten Crore) equity shares of 2/- each (Rupees Two Only). While the paid up share capital of the company is 12,30,00,000/- (Rupees Twelve Crores Thirty Lakhs) comprising of 6,15,00,000 (Six Crore Fifteen Lakhs) equity shares of 2/- each (Rupees Two Only).

The Company had split the face value of per equity share from 10 each to 2/- each via postal ballot w.e.f. 02-07-2020.

Karda Constructions Limited is a public limited company and its equity shares are listed on the National Stock Exchange of India Limited and BSE Limited.

Bonus issue, rights issue, private placements etc

During the financial year, the company has not issued any equity shares. No bonus shares were issued during the year. Further, the company has not issued and allotted securities by way of private placement.

Equity shares with differential voting rights

The company has not issued equity shares with differential voting rights during the year.

Employees stock options

The company has not provided any stock option scheme to the employees.

Buy-back of securities

The company has not bought back any of its securities during the year.

Sweat equity shares

The company has not issued any sweat equity shares during the year.

DIRECTORS

Composition of the Board of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Company’s Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company’s website at www.kardaconstruction.com. The Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Woman Director

In accordance with the second proviso of section 149 (1) of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014, and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has Mrs. Shweta Raju Tolani (DIN:07575484) as a Non-Executive Independent Director on the board.

Independent Director

Following are the Non-Executive Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Mrs. Shweta Raju Tolani (DIN: 07575484) Mr. Rahul Kishor Dayama (DIN: 07906447) Mr. Sandeep Ravindra Shah (DIN: 06402659)

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act"), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company

The disclosure in the boards report regarding reappointment by passing special resolution is not given as no Independent director has been reappointed.

Meetings of the board

15 (Fifteen) Board Meetings were held during the Financial Year. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, noti cations, orders and amendments thereof.

Re-appointment of Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Disha Karda, Director (DIN: 06424475) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The Board of Directors based on the recommendations of the Nomination, Remuneration and Committee, have recommended the re-appointment of Mrs. Disha Karda, Director (DIN: 06424475), Director retiring by rotation. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mrs. Disha Karda, Director (DIN: 06424475), as a Director.

A brief profile of Mrs. Disha Karda, Director (DIN: 06424475), has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mrs. Disha Karda’s expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of Board Committees have also been provided in the Notice convening the Annual General Meeting.

Performance Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2020-21. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board’s overall effectiveness, etc. The Board has expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board’s consideration and approval. The Independent Directors met on February 13, 2021 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The minutes of the Independent Directors’ meeting were placed before the Board Meeting held on February 26, 2021 and the same were noted by the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. Considering the unhealthy and stressful background of lockdown the performance of the Managing Director and Chief Financial Officer was found to be outstanding and exemplary in cutting costs, ensuring collections and team building.

The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company con rms:

i.In the preparation of the annual accounts for the financial year ended 31st March,2021 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii.That 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 a airs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2021.

iii.That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

iv.That the Directors have prepared the Annual Accounts on a going concern basis.

v.There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi.There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii.That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

viii.Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including 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 Companys internal financial controls were adequate and effective during FY 2020-2021.

KEY MANAGERIAL PERSONNEL

There was no change (appointment/resignation) in the Key Managerial Personnel namely, Managing Director, the Chief Financial Officer and the Company Secretary of the Company during the financial year.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have recommended re-appointment of Mr. Naresh Karda as Chairman and Managing Director. Also the Board of Directors have recommended re-appointment of Mr. Manohar Karda as Whole Time Director.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a.The Company has no activity involving conservation of energy or technology absorption.

b.The Company does not have any Foreign Exchange Earnings.

c. The Company does not have any Foreign

Exchange outgo.

AUDIT RELATED MATTERS

Audit Committee

The Audit Committee comprised of following directors:

Name of Committee members Category
1 Mr. Rahul Kishor Dayma Non-Executive Independent Director, Chairperson
2 Mr.Naresh Jagumal Karda Executive Director, Member
3 Mrs. Shweta Raju Tolani Non-Executive- Independent Director, Member

Statutory Auditors

At the Eleventh General Meeting held on 29th September, 2018, the members appointed M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31, 2021.

The auditor has mentioned following disputes pending with revenue authorities in the audit report:

(INR in Lakhs)

Name of the statute Nature of the dues Period to which the amount relates Demand Amount Amount Paid Forum where dispute is pending
Income Tax Act, 1961 Income Tax AY 2014- 15 1.50 1.50 Income Tax Appellate
Income Tax Act, 1961 Income Tax AY 2015- 16 36.13 36.13 Tribunal (ITAT)
Income Tax Act, 1961 Income Tax AY 2015- 16 16.39 - CIT Appeal

The company is in process of repayment of the dues.

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit

Secretarial Audit of the Company for the year ended March 31, 2021 was conducted by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, Practicing Company Secretary.

The Secretarial Audit Report issued by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report in Annexure I. The secretarial auditor has mentioned observation regarding the delay in dividend payment. The board of directors have taken the note of the same and delay of 2 days was due to technical error on the Bank’s portal.

Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors re-appointed M/s C Y & Associates, Cost Accountants (Firm Registration No: 00334) as the Cost Auditors of the Company for the financial year 2021-2022. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for financial year 2021-2022 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.

Internal Audit and Internal Financial Controls

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The

Company’s audit team is independent, designed to add value and empowered to improve the

Company’s processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

POLICY MATTERS

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company’s website:www.kardaconstruction.com. The extract of policy is reproduced in Annexure II to this report.

Risk Management Framework

The Company has developed and implemented a risk management framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

There was no offence or fraud that needs to be reported by the Statutory Auditors as per Section 143 (12) of the Companies Act.

Whistle Blower Policy/ Vigil Mechanism

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company.

The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is available under the investor tab on the Company’s website: www.kardaconstruction.com.

Corporate Social Responsibility Policy

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the Company’s website: www.kardaconstruction.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure III to this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

AWARDS AND RECOGNITIONS

During financial year 2020-2021, the Company was conferred with various awards and recognitions, the details of which are given in a separate section of the Annual Report.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Mrs. Gajara Shah, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure IV to this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2020-2021 forms part of the Corporate Governance Report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report’.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company’s website at www.kardaconstruction.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2020-21 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 and the rules made thereunder.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure V to this report.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website (www.kardaconstruction.com) on a regular basis.

REVISION OF FINANCIAL STATEMENT OR BOARD’S REPORT

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act,2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the company taken place between the end of the financial year of the company to which financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilisation of money raised by public issue.

Issue of shares (including sweat equity shares) to employees of the company under any scheme.

FOR AND ON BEHALF OF THE BOARD OF KARDA CONSTRUCTIONS LIMITED
NARESH KARDA MANOHAR KARDA
MANAGING DIRECTOR WHOLE TIME DIRECTOR
(DIN: 01741279) (DIN: 01808564)

(Authorised to sign and serve vide Board

Resolution dated 16.07.2021)

Date: July 16, 2021

Place: Nashik