Kabra Commercial Ltd.
|BSE: 539393||Sector: Others|
|NSE: N.A.||ISIN Code: INE926E01010|
|BSE 10:26 | 27 Jul||Kabra Commercial Ltd|
|NSE 05:30 | 01 Jan||Kabra Commercial Ltd|
Kabra Commercial Ltd. (KABRACOMMERCIAL) - Director Report
Company director report
Kabra Commercial Limited
Your Directors have pleasure in presenting their Thirty Fifth AnnualReport and Audited Accounts of your Company for the year ended 31st March 2017.
Your Directors regret for not recommending Dividend on Equity Shares.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) ofthe Companies (Management and Administration) Rules 2014 the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as Annexure to theDirectors' Report.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars in respect of conservation of energy and technologyabsorption are not applicable during the year under review. There is no earning and outgoin Foreign Exchange.
RESEARCH & DEVELOPMENT:
The Company has not incurred any sum in respect of Research &Development for any of its activity. CORPORATE GOVERNANCE:
As the paid up capital of the Company is less than Rupees Ten croresand its Reserves are less than Rupees Twenty five crores hence provisions relating toCorporate Governance are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to adapt Corporate Social ResponsibilityPolicy and to incur expenditure on it.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
Smt. Radhika Kabra (Din No. 00335944) Director retires by rotation butbeing eligible offers herself for re-appointment.
Sri Ramawtar Kabra (Din No. 00341280) Jt. Managing Director resignedfrom the post and continued as Ordinary Director of the Company with effect from 01stJanuary 2017.
Sri Om Prakash Kakani (Din No. 00581646) Director and Sri Vinod KumarKothari (Din No. 00338711) Independent Director resigned themselves from the Board ofDirectors of the Company with effect from 01st January 2017.
Smt. Shilpa Totla Company Secretary of the Company resigned from theCompany with effect from 01st June 2017.
Pursuant to the provisions of Companies Act 2013 and ListingAgreements the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee andNomination and Remuneration Committee.
During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors. Theexercise was carried out through a structured evaluation process covering various aspectsof the Boards functioning such as composition of the Board & Committees experience& competencies performance of specific duties & obligations attendance of themeetings governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors who were evaluated on parameters such as attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest etc.
The evaluation of the Independent Directors was carried out by theentire Board and that of the NonIndependent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.
NOMINATION AND REMUNERATION POLICY:
The composition of the Nomination and Remuneration Committee is asfollows:-
*Mr. Vijay Kumar Parwal Non-Executive Independent Director wasappointed as Member of the Nomination and Remuneration Policy of the Company with effectfrom 01st January 2017.
#Mr.Vinod Kumar Kothari Non-Executive Independent Director resignedfrom the Member of the Nomination and Remuneration Policy of the Company with effect from01st January 2017.
During the year no Nomination and Remuneration Committee meetings wereheld..
NUMBER OF BOARD MEETINGS:
During the year 5 (Five) Board Meetings were convened and held on30-05-2016 13-08-2016 14-11-201631-12-2016 and14-02-2017. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2016("Act").
The composition of the Audit Committee is as follows:-
During the year 4 (Four) Audit Committee meetings were held on30-05-2016 13-08-2016
14-11-2016 and 14-02-2017.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 with respect toDirectors' Responsibility
Statement it is hereby confirmed:
(a) That in the preparation of Annual Accounts the applicableAccounting Standard has been followed alongwith proper explanations relating to materialdepartures.
(b) That the Directors have selected such Accounting Policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end offinancial year and the Statement of Profit and Loss for that period.
(c) That the Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding assets of the Company and for preventing anddetecting frauds and other irregularities.
(d) That the Directors have prepared the Annual Accounts on GoingConcern Basis.
(e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014.
(i) The percentage increase in remuneration of each Director ChiefFinancial Officer and Company Secretary during the financial year 2016-17 ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2016-17 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:
Mr. Rajesh Kumar Kabra Managing Director and Mr. RamawtarKabra Directors had decided to waive their remuneration from 01st December 2015 till theremaining tenure of their appointment.
(ii) The median remuneration of employees of the Company during thefinancial year was Rs. 143000 /-.
(iii) There were 5 permanent employees on the rolls of Company as onMarch 31 2017;
(iv) It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.
DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The required details are provided as below:
INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITHRULE 5(2) & 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31STMARCH 2017
A. List of top 10 Employees :-
*Remuneration includes salary allowances bonus and value of certainperquisites evaluated on the basis of Income Tax Act and Rules.
B. There is no employee employed throughout the financial year who wasin receipt of remuneration in excess of one crore and two lacs rupees per annum.
C. There is no employee employed for a part of the financial year whowas in receipt of remuneration in excess of eight lacs and fifty thousand rupees perannum.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Your Directors draw attention of themembers to Notes to the financial statement which sets out related party disclosures.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY
The Company does not has any subsidiary/associates / joint venturecompany during the year ended 31st March 2017.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received the necessary declaration from eachIndependent Directors' in accordance with Section 149(7) of the Companies Act 2013 thathe/she meets the criteria of independence as laid out in sub-section (6) of Section 149 ofthe Companies Act 2013 and the Listing Regulations.
The Company has paid Listing fees for the financial year 2017-18 toboth the Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited.
Bombay Stock Exchange Limited - Scrip Code 539393
Calcutta Sock Exchange Limited - Scrip Code 21038
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors andmanagement personnel of the Company. The Company believes in conducting business inaccordance with the highest standards of business ethics and complying with applicablelaws rules and regulations.
The Code lays down the standard procedure of business conduct which isexpected to be followed by the directors and management personnel in their businessdealings and in particular on matters relating integrity in the work place in businesspractices and complying with applicable laws etc.
All the directors and management personnel have submitted declarationconfirming compliance with the code.
ISSUE OF SHARES:
During the Financial year ended 31st March 2017:
i) The Company has not granted any Employees Stock Option.
ii) The Company has not issued any Sweat Equity Shares.
iii) The Company has not issued any equity shares with differentialrights.
iv) The Company has not allotted any bonus shares during the year.
During the year under review your Company has not issued any securitiesto the public.
During the year the Company has not accepted any public deposit underthe Companies Act 2013.
PARTICULARS OF LOANS GIVEN INVETSMENTS MADE GUARANTEE GIVEN ANDSECURITIES PROVIDED
Particulars of Loans given Investments made Guarantees given andSecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the financial statement. (Pleaserefer to note no 8 and 13 of the financial statement.)
RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT:
The Board of Directors during the year constituted 'Risk ManagementCommittee' for laying down risk assessment at minimization procedures. A Risk ManagementPlan has been devised which is monitored and reviewed by this Committee. The RiskManagement Committee comprises of Sri Rajesh Kumar Kabra Chairman Sri Jagadish PrasadKabra and Sri Chandra Prakassh Kabra
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activitiesand has put in place a mechanism for reporting illegal or unethical behaviour. The Companyhas a Vigil mechanism and Whistle blower policy under which the employees are free toreport violations of applicable laws and regulations and the Code of Conduct. Thereportable matters may be disclosed to the Ethics and Compliance Task Force which operatesunder the supervision of the Audit Committee. Employees may also report to the Chairman ofthe Audit Committee. During the year under review no employee was denied access to theAudit Committee.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmedcompliance with the Code. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.
During the year the company appointed Kshitiz & Co CharteredAccountants Kolkata as an Internal Auditor. The firm is authorized to by the AuditCommittee to access the adequacy and compliance of internal control process statutoryrequirements etc. The Audit Committee met regularly to review reports submitted by theInternal Auditor. The Audit Committee upon discussion with Internal Auditor set upapplicable control measures for the Company.
There are no material changes and commitments affecting the financialposition of the company have occured between the date financial year of the Company anddate of the report. There is no change in the nature of business of the Company.
M/S S.C.SONI & CO. Statutory Auditors of the Company hold officetill the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment. The Notes on financial statement referred to inthe Auditors' Report are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.
Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed Mr. B.L.Patni a Whole Time Company Secretary in Practice having MembershipNo. F2304 to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the financial year ended March 31 2017 is annexed to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Director further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
MEETING ATTENDANCE OF BOARD MEETING AND ANNUAL GENERAL MEETING
During the year 5 meeting of the Board of Directors were held i.e. on30th May 2016 13th August 2016 14th November 2016 31st December 2016 and 14thFebruary 2017. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2016 ("Act") Annual General Meeting was held on29-09-2016.
For and on behalf of the Board the Directors wish to place on recordtheir sincere appreciation for the positive co-operation received from Banks SEBIShareholders and all the staffs of the Company during the year.