Kedia Construction Co. Ltd. — AGM Information 2020

Sep 5, 2020

Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

01[st ] September, 2020

BSE Limited Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001

Scrip Code No.:

Dear Sir/Madam,

Sub.: Notice of 39[th ] Annual General Meeting

We are enclosing herewith notice of Thirty Ninth (39[th] ) Annual General Meeting (AGM) of Kedia Construction Co. Limited (“the Company”) to be held on Monday, September 28, 2020 at 03.00 p.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

The said notice is also available on the website of the Company at www.kcclindia.in.

Kindly take same on record.

Thanking you,

Yours faithfully, For Kedia Construction Co. Limited

Sunil Bansal Company Secretary & Compliance Officer Membership No.: ACS

Encl.: A/a

Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial

Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

NOTICE

39[th ] ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty Ninth (39[th] ) Annual General Meeting (“AGM”) of the members of Kedia Construction Co. Limited (‘‘Company’’) will be held on Monday, September 28, 2020 at 03.00 p.m. (IST) through Video Conferencing (VC)/ Other Audio Visual Means (“OAVM”) to transact the followingbusiness:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31[st ] March, 2020, including the Audited Balance Sheet as at 31[st ] March, 2020 and the Statement of Profit and Loss of the Company for the year ended on that date, along with the reports of the Board of Directors and Auditorsthereon.

2. To appoint a Director in place of Mr. Nitin Kedia (DIN: 00050749) who retires by rotation and, being eligible, offers himself for re-election.

3. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“Resolved that, in accordance with the provisions of Sections 139 and 142 of the Companies Act, 2013, Messrs. GMJ & CO., Chartered Accountants (Registration No. 103429W), be and are hereby appointed as the Auditors of the Company from the conclusion of this Meeting to hold such office for a period of five years till the conclusion of the 44[th ] Annual General Meeting, at a remuneration of Rs. 50,000/- (Rupees Fifty thousand only) to conduct the audit for the financial year 2020-21 payable in one or more installments plus goods and services tax as applicable, and reimbursement of out-of-pocket expenses incurred.”

SPECIAL BUSINESS:

4. Ratification/Approval for transaction with Related Parties

To consider, and if thought fit to pass with or without modification, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 177, 188 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with rules made thereunder (‘the Rules’), including any statutory modification(s) or amendment(s) thereto or substitution(s) or re-enactment(s) made thereof for the time being in force and pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and subject to such other approvals, consents, permissions and sanctions of any authorities, as may be necessary, the approval of the Members be and is hereby accorded to ratify/approve the transactions entered into/proposed to be entered into contracts / arrangements /agreements/ transactions, up to the limit given in table as set out in the Explanatory Statement annexed to the Notice convening this meeting, within the meaning of the aforesaid law and as per the terms and conditions mutually agreed from time to time and as set out in the Explanatory Statement annexed to the Notice convening this meeting, which are in the ordinary course of business of the Company and all the terms and conditions including pricing are at arm’s length basis, in which the Directors of the Company, are interested.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, any Director and/ or the Company Secretary of the Company be and are hereby authorized, jointly and/or severally, to agree, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as they may deem fit and execute all agreements, addendum agreements, documents and writings and to do all acts, deeds and things in this connection and incidental thereto as the Board in its absolute discretion may deem fit.”

By Order of the Board of Directors For Kedia Construction Co. Limited

Sunil Bansal Company Secretary Membership No: A Date : 01[st ] September, 2020 Place : Mumbai

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Kedia Construction Co. Limited CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

Notes:

1. In view of the continuing Novel Coronavirus (COVID-19) pandemic, social distancing is a norm to be followed and Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 20/ 2020 dated 5[th ] May, 2020, read with General Circular No. 14/ 2020 dated 8[th ] April, 2020 and General Circular No. 17/ 2020 dated 13[th ] April, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/ OAVM, without the physical presence of the members at a common venue.

Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) read with the aforesaid MCA circulars and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the 39[th ] AGM is being held VC/ OAVM and the members can attend and participate in the ensuing AGM through VC/ OAVM.

2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held through VC/ OAVM, physical attendance of Members has been dispensed with as per the said MCA Circulars read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th ] May, 2020 (“said SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to thisNotice.

1. In terms of the provisions of Section 112 and 113 of the Act read with the aforesaid circulars Institutional/ Corporate Shareholders (i.e. other than individuals, HUF and NRI etc.) are entitled to appoint their authorized representatives to attend the AGM through VC/ OAVM on their behalf and participate thereat, including cast votes by electronic means (details of which are provided separately in this notice). Such Corporate Members are requested to refer ‘General Guidelines for Shareholders’ provided in this notice on page 6 for more information.

2. The attendance of the Members at the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

3. Members seeking any information with regard to the accounts or resolutions placed at the AGM are requested to send an email to the Company on kcclindia@gmail.com by 24[th ] September,2020 . The same will be replied by the Company suitably.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 21, 2020 to Monday, September 28, 2020 (both days inclusive) in connection with the Annual General Meeting.

5. In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting (“AGM”) held on 08[th ] August, 2016, M/s. Sandeep Rathi & Associates, Chartered Accountants (Firm Registration No.#113728W) were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 34[th ] AGM till the conclusion of 39[th ] AGM, subject to the ratification by members at every AGM. The requirement to place the matter relating to the appointment of Auditors for ratification by Members at every Annual General Meeting was omitted vide notification dated 7[th ] May, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors in this Notice of AGM of the Company.

6. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company are requested to submit Form SH -13 to the Registrar and Transfer Agent of the Company. Members holding shares in demat form may contact their respective Depository Participant (“DP”) for recording of nomination.

7. In case of joint holders attending the Meeting. Only such joint holder who is higher in the order of names will be entitled to vote.

8. Members are requested to follow below procedure for Registration/updating Email ID, Bank details, Mobile Number & other details:

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Kedia Construction Co. Limited CIN: L45200MH1981PLC025083 Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

1. Shareholders holding Shares in Physical Mode: Such Shareholders are requested to register their e-mail ID and Bank details with the Registrar and Share Transfer Agent of the Company, viz., Sharex dynamic (India) Private Limited (“Sharex”) on its email (at support@sharexindia.com). Apart from the changes in email id, any other changes can be intimated to sharex at support@sharexindia.com or to the Company at kcclindia@gmail.com.

2. Shareholders holding Shares in Dematerialized Mode are requested to contact their Depository Participant(s) for any changes in their details with respect to change in their email, bank details, mobile number, PAN and any other detail. For temporary registration, the procedure in point 1 above can be followed.

3. Members, whether holding shares in electronic/physical mode, are requested to quote their DP ID & Client ID or Folio No. for all correspondence with the Company/ RTA.

4. NRI Members are requested to:

5. a) Change their residential status on return to India permanently.

6. b) Furnish particulars of bank account(s) maintained in India with complete name, branch, account type, account number and address of the bank with PIN Code No., if not furnished earlier.

7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form at earliest.

8. Members holding shares under different Folio Nos. in the same names are requested to apply for consolidation of folios and send relevant original share certificates to the Company’s RTA for doing the needful.

9. The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (“PAN”) by every participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to their respective DP. Members holding shares in physical form are requested to submit their PAN details to the Company / RTA.

10. In compliance with MCA General Circular 20/2020 dated 05[th ] May, 2020 and SEBI Circular dated May 12, 2020, Notice of the 39[th ] AGM along with the Annual Report FY 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website at www.kcclindia.in and website of the BSE Limited at www.bseindia.com and on the website of NSDL https://www.evoting.nsdl.com.

Members of the Company holding shares either in physical form or in Dematerialized formsas on i.e. Friday, August 28, 2020 will be sent Annual Report for the Financial Year 2019-20 through electronicmode.

1. Members who wish to inspect statutory registers required to be made available/kept open for inspection at AGM and Relevant documents referred to in this Notice of AGM can send an email to kccindia@gmail.com.

2. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The deemed venue for the AGM will be the Corporate Office of the Company.

3. Those shareholders who have not yet claimed Original Share Certificates of Face value of Rs. 5/- (After the Sub-division of the Company dated February 19, 2020) are requested to contact the Company.

INSTRUCTIONS FOR REMOTE E-VOTING

Pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2015 as amended from time to time, and Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing ‘remote e-voting’ facility through National

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Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083 Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

Securities Depository Limited (NSDL) to all its Members to enable them to cast their votes electronically, on all resolutions mentioned in the notice of the 39[th ] Annual General Meeting (“AGM”) of the Company.

General Instructions:

• a) The remote e-voting period begins on , Friday, September 25, 2020 at 9.00 a.m. (IST) and ends on Sunday, September 27, 2020 at 5.00 p.m. (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Monday, September 21, 2020 may cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting after 5.00 p.m. (IST) on Sunday, September 27, 2020.

• b) Mrs. Poonam Somani, Proprietor of M/s. Somani & Associates, Practicing Company Secretaries (Membership No.: ACS F9364; CP No: 8642), has been appointed as a Scrutinizer to scrutinize the remote e-voting process and e-voting at AGM in a fair and transparentmanner.

• c) In accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Monday, September 21, 2020 as the “cut-off date” to determine the eligibility to vote by remote e-voting or e-voting at the AGM. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Monday, September 21, 2020 , shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. Only those members, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.

• d) The members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/ OAVM but shall not be entitled to cast their vote again.

• e) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

• f) The voting rights of Members shall be in proportion to their shares in the paid-up equity shares capital of the Company as on the cut-off date.

• g) The Scrutinizer shall submit his consolidated report to the Chairman within 48 hours from the conclusion of the AGM.

• h) The result declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.kcclindia.in and on the website of NSDL at https://www.evoting.nsdl.com and shall simultaneously be communicated to BSE Limited at www.bseindia.com. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. Monday, 28[th ] September,2020.

Process and manner for members opting to vote through remote e-voting:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. Anew screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2

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Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial

Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900

Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast yourvote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the checkbox.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open

Step 2 : Cast your vote electronically on NSDL e-Voting system. How to

- cast your vote electronically on NSDL e voting system

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Kedia Construction Co. Limited CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900

Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which youare holding shares and whose voting cycle is in active status.

3. Select ‘EVEN’ (i.e. ) of “Kedia Construction Co. Limited” for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ whenprompted.

6. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmationpage.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

• i) Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to somani.poonam1@gmail.com with a copy marked to evoting@nsdl.co.in and kcclindia@gmail.com

• [i][i] i[)][)] ) It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

• [i][i] i[i][i] i[)][)] ) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in. contact Mr. Amit Vishal, Senior Manager – NSDL at amitv@nsdl.co.in / 022-24994360 or Ms. Pallavi Mhatre, Manager, NSDL at pallavid@nsdl.co.in / 022-24994545 or Mr. Sagar Ghosalkar, Assistant Manager- NSDL at sagar.ghosalkar@ nsdl.co.in / 022-24994553.

Process for those shareholders whose email ids are not registered with the company/ depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

• a) In case shares are held in physical mode, please provide signed scan copy of request letter mentioning Folio No., Name of shareholder, along with PAN (self-attested scan copy of PAN card), self-attested scan copy of Aadhar Card/ any other address proof by email to Sharex Dynamic (India) Private Limited, Registrar & Transfer Agent at support@sharexindia.com.

• b) In case shares are held in demat mode, please provide signed scan copy of request letter mentioning DPID-CLID, Name, along with PAN (self attested scan copy of PAN card), self-attested scan copy of Aadhar Card/any other address proof by email to Sharex Dynamic (India) Private Limited, Registrar & Transfer Agent at support@sharexindia.com.

• c) Alternatively member may send an e-mail request to evoting@nsdl.co.in for obtaining User ID and Password by proving the details mentioned in Point (a) or (b) as the case may be.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM:

• a) The members can join the AGM in the VC/ OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice in points given below. The facility of participation at the AGM through VC/ OAVM will be made available for 1,000 Shareholders on ‘first come first serve’ basis. This

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Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083 Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

will not include large Shareholders (i.e. Shareholders holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of ‘first come first serve’ basis. Instructions and other information for members for attending the AGM through VC/OAVM are given in this Notice.

• b) Members will be provided with a facility to attend the Meeting through VC/OAVM through the NSDLeVotingsystem. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/members login where the EVEN of Company will be displayed.

• c) Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further, members can also use the OTP based login for logging into the e-Voting system ofNSDL.

• d) Members can participate in AGM through smart phone/laptop, however, for better experience and smooth participation it is advisable to join the Meeting through Laptops connected through broadband.

• e) Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• f) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• g) Members seeking any information with regard to the accounts or resolutions placed at the AGM are requested to send an email to the Company on kcclindia@gmail.com by 24[th ] September, 2020, mentioning their name demat account number/ folio number, email id and mobile number. The members can also ask question concurrently.

• h) Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in or contact Mr. Amit Vishal, Senior Manager – NSDL at amitv@nsdl.co.in/ 022-24994360 or Ms. Pallavi Mhatre, Manager, NSDL at pallavid@nsdl.co.in/ 022-24994545 or Mr. Sagar Ghosalkar, Assistant Manager NSDL at sagar.ghosalkar@nsdl.co.in/ 02224994553. The member may also contact company at kcclindia@gmail.com or contact on 022-43419500.

Process and manner for e-voting at the Annual General Meeting:

• a) The procedure for e-Voting on the day of the Annual General Meeting is same as the instructions mentioned above for remote e- voting.

• b) Only those Members/ shareholders, who will be present in the meeting through VC/ OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system in the Annual General Meeting.

• c) Members who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the meeting.

• d) The details of the persons who may be contacted for any grievances connected with the facility for e-Voting on the day of the Annual General Meeting shall be the same persons mentioned for Remote e-voting.

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Kedia Construction Co. Limited CIN: L45200MH1981PLC025083 Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

EXPLANATORY STATEMENT:

Annexed to the Notice convening the Thirty Ninth Annual General Meeting to be held on Monday, 28[th ] September, 2020.

ITEM No. 3:

The Members of the Company at the 33rd Annual General Meeting (‘AGM’) held on 08[th ] August, 2016 approved the appointment of Messrs. Sandeep Rathi & Associates, Chartered Accountants, as the Auditors of the Company for a period of five years from the conclusion of the said AGM. Messrs. Sandeep Rathi & Associates will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘the Act’) read with the Companies (Audit and Auditors) Rules, 2014. The present remuneration of Messrs. Sandeep Rathi & Associates for conducting the audit for the financial year 2018-19, as approved by the Members, is Rs. 50,000/- plus goods and services tax as applicable, and reimbursement of out-of-pocket expenses incurred.

The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit Committee (‘the Committee’), recommended for the approval of the Members, the appointment of Messrs. GMJ & Co., Chartered Accountants, as the Auditors of the Company for a period of five years from the conclusion of this AGM till the conclusion of the 44th AGM. On the recommendation of the Committee, the Board also recommended for the approval of the Members, the remuneration of GMJ & Co. for the financial year 2019-20 as set out in the Resolution relating to their appointment.

The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company’s operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s. GMJ & Co. to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

M/s. GMJ & Co. have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, i f made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution.

The Board recommends this Resolution for your approval.

ITEM No. 4

RATIFICATION/APPROVAL FOR TRANSACTION WITH RELATED PARTY:

The Company has entered into/propose to enter into contracts / arrangements /agreements/ transactions with the related parties as per the terms and conditions mutually agreed from time to time, which are in the ordinary course of business of the company and terms and conditions including pricing are at arm’s length basis and the same are reviewed by the Audit Committee on quarterly basis.

The transactions entered into/proposed to be entered constitutes ‘Professional fees’ as per Related Party Transactions Policy of the Company and Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all material Related Party Transactions require approval of the shareholders, in which the concerned related parties are required to abstain from voting.

The particulars of the transactions pursuant to para 3 of Explanation (1) to Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 are as under:

Sr. No.	Particulars	Relationship	Nature of Transaction	Rs. In lakhs Current year (FY 2019-2020)	Rs. In lakhs Previous year (FY 2018-2019)
1.	Nitin Castings Limited	KMP is the Director of the Company	Professional Fees Received	38.00	29.00
2.	Rajshila Construction Private Limited	KMP is the Director of the	Loans & Advances given	Nil	29.00

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Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083

Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900

Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

		Company
3.	Preethi Anand	Director	Directors Sitting fees	Nil	0.50
4.	Ravi Nevatia	Director	Director Sitting fees	0.50	0.50
5.	Barkharani Choudhary	Director	Director Sitting fees	0.38	Nil

The copy of respective documents entered/ to be entered containing broad terms and conditions are open for inspection during business hours between 11.00 a.m. to 1.00 pm on all days except Saturday(s), Sunday(s) and Public Holiday(s) at the Registered Office of the Company up to and including the date of Annual General Meeting and same is also available for inspection by members at the Annual General Meeting.

No Directors, Key Managerial Personnel or their relatives, except Mr. Nitin Kedia and his relatives, are concerned or interested, financially or otherwise, in the Resolution as set out at Item No. 4 of the accompanying Notice.

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Kedia Construction Co. Limited

CIN: L45200MH1981PLC025083 Registered Office: 202,2nd Floor,A- Wing, Bldg. No.3, Sir M.V. Road, Rahul Mittal Industrial Estate, Andheri East Mumbai -400059, Maharashtra Tel No: (022)- 25895900 Website: http://kcclindia.in/; E-mail : kcclindia@gmail.com

Annexure to AGM Notice:

Additional Information as required under Regulation 36(3) of SEBI Listing Regulations & Secretarial Standard – 2 on

General Meetings

Re-appointment of Mr. Nitin Kedia (DIN: 00050749), Director liable to retire by rotation:

Name of the Director	Mr. Nitin Kedia
**Age **	60years
DIN	00050749
Category	Executive - Non- Independent
Brief Resume and nature of expertise in specific functional areas	Mr. Nitin Kedia, a Civil Engineer from Mumbai has more than 35 years of experience in the industry. He started his career from 1983 and had held various key positions in the family business. He was instrumental in turning around its castings business introducing innovative technology and export culture. In the year 1997,hepromoted Nitin Castings Ltd.
Terms of conditions of re-appointment	Mr. Nitin Kedia is Executive & Non-Independent Director and liable to retire by rotation
Details of remuneration sought to be paid and remuneration last drawn.	No remuneration/ Sitting fees has been paid to Mr. Nitin Kedia for the FY 2019-20
Relationship with other Directors, Manager and other Key Managerial Personnel of the company	Mr. Nipun Kedia - Son of Mr. Nitin Kedia
Number of Board Meetings attended during the year	During the Financial year 5 Board meeting were held and Mr. Nitin Kedia has attended all the 5 Board Meeting.
Directorships held in other Public Companies, including listed Companies [excluding Foreign Companies, Private Companies and Deemed Public Company] as on 31st March, 2020	1. Nitin Castings Limited
Number of shares held in the Company as on 31st March, 2020	1,00,000 shares of Rs. 5/- each

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