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Kabra Commercial Ltd.

BSE: 539393 Sector: Others
NSE: N.A. ISIN Code: INE926E01010
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OPEN 13.77
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VOLUME 50
52-Week high 13.77
52-Week low 13.77
P/E 3.10
Mkt Cap.(Rs cr) 4
Buy Price 13.77
Buy Qty 1961.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.77
CLOSE 13.12
VOLUME 50
52-Week high 13.77
52-Week low 13.77
P/E 3.10
Mkt Cap.(Rs cr) 4
Buy Price 13.77
Buy Qty 1961.00
Sell Price 0.00
Sell Qty 0.00

Kabra Commercial Ltd. (KABRACOMMERCIAL) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors have pleasure in submitting the Thirty Fourth Annual Report and theAudited Accounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

31.03.2016 31.03.2015
Profit for the year ended 784407 12967388
Less : Provision for Taxation
Current Tax 49700 2293000
Deferred Tax (Assets) 7425 71730
Tax in respect of earlier year 238474 44196
Profit for the year after tax 488808 10558462
Add/(Less) : Transfer from/to Statutory Reserve - 14195233
488808 24753695
Add : Surplus as per last year 58930834 34177139
Surplus Carried to Balance Sheet 59419642 58930834

DIVIDENDS

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) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith as Annexure to the Directors' Report.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The particulars in respect of conservation of energy and technology absorption are notapplicable during the year under review. There is no earning and outgo in ForeignExchange.

RESEARCH & DEVELOPMENT :

The Company has not incurred any sum in respect of Research & Development for anyof its activity. CORPORATE GOVERNANCE :

As the paid up capital of the Company is less than Rupees Ten crores and its Reservesare less than Rupees Twenty five crores hence provisions relating to Corporate Governanceare not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY :

The Company is not required to adapt Corporate Social Responsibility Policy and toincur expenditure on it.

DIRECTOR AND KEY MANAGERIAL PERSONNEL :

Sri Rajesh Kumar Kabra (Din No. 00331305) Director retires by rotation but beingeligible offers himself for re-appointment.

Sri Om Prakassh Kakani (Din No. 00581646) Director retires by rotation but beingeligible offers himself for re-appointment.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and Listing Agreements the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee.

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors. The exercise was carriedout through a structured evaluation process covering various aspects of the Boardsfunctioning 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 the entire Board andthat of the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY :

The composition of the Nomination and Remuneration Committee is as follows :-

Name of the Committee Members Nature of Directorship Membership
Mr. Jagdish Prasad Kabra Non Executive Independent Chairman
Mr. Vinod Kumar Kothari Non Executive Independent Member
Mr. Chandra Prakassh Kabra Non Executive Director Member

The Secretary of the company acts as the Secretary of the committee as well.

During the year no Nomination and Remuneration Committee meetings were held.

NUMBER OF MEETINGS OF THE BOARD :

During the year 4 (Four) Board Meetings were convened and held on 30-05-201514-08-2015 12-11-2015 and 12-02-2016. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 ("Act").

AUDIT COMMITTEE :

The composition of the Audit Committee is as follows :-

Name of the Committee Members Nature of Directorship Membership
Mr. Vijay Kumar Parwal Non-Executive Independent Director Chairman
Mr. Jagadish Prasad Kabra Non-Executive Independent Director Member
Mr. Rajesh Kumar Kabra Executive Director Member

The Secretary of the company acts as the Secretary of the committee as well.

During the year 4 (Four) Audit Committee meetings were held on 30-05-2015 14-08-201512-11-2015 and 12-02-2016.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility

Statement it is hereby confirmed :

(a) That in the preparation of Annual Accounts the applicable Accounting Standard hasbeen followed alongwith proper explanations relating to material departures.

(b) That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and the Statement of Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding assets of the Company and for preventing and detecting frauds and otherirregularities.

(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under :

Name of Director/ KMP & Designation Remuneration of Director/ KMP for the financial year 2015-16 % increase in Remuneration in the Financial year 2015-16 Ratio of remuneration of each Director/ to median remuneration of employees
1. Rajesh Kumar Kabra Managing Director 880000* NIL 4.007
2. Ramawtar Kabra Jt. Managing Director 200000* NIL 0.911
3. Shilpa Totla Company Secretary 289600 NIL Not Applicable
4. Om Prakash Agarwal Chief Financial Officer 580099 N.A Not Applicable

* Mr. Rajesh Kumar Kabra Managing Director and Mr. Ramawtar Kabra Jt. ManagingDirectors had decided to waive their remuneration from 01st December 2015 tillthe remaining tenure of their appointment.

(ii) The median remuneration of employees of the Company during the financial year wasRs. 219600/-.

(iii) There were 7 permanent employees on the rolls of Company as on March 312016;

(iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The required details are provided as below :

INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) &5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31st MARCH 2016

A. List of top 10 Employees :-

Name of the Employee Designation Remuneration Received* Nature of Employment whether contractual or otherwise Qualifications and Experience Date of commence of employment Age (years) Last employment held before joining the Company Name of the Dircetor of the Company who is relative
Mr. Rajesh Kumar Kabra Managing Director 880000 Contractual B.Com 26 yrs 23.07.1990 46 NIL NONE
Mr. Ramawtar Kabra Jt. Managing Director 200000 Contractual B.Com 40 yrs 29.03.1995 65 NIL NONE
Mr. Om Prakash Agarwal Chief Financial Officer 580099 Contractual B.Com 30 yrs 14.11.2014 54 Coalsale Company Limited & Rajesh Manish Associates Pvt. Ltd. NONE
Mrs. Shilpa Totla Company Secretary 289600 Contractual FCS 10 yrs 01.11.2005 40 NIL NONE
Mrs. Anushka Kabra Administration Officer 219600 Contractual B. Com 2 yrs 01.04.2014 30 NIL NONE
Mr. Samiran Ghosh Asst. Officer (Computer) 149500 Contractual B.Com 4 yrs 01.04.2012 32 NIL NONE
Mr. Sauvik Bose Asst. Officer (Computer) 51161 Contractual B.Com 9 mths. 05.08.2015 24 NIL NONE

*Remuneration includes salary allowances bonus and value of certain perquisitesevaluated on the basis of Income Tax Act and Rules.

B. There is no employee employed throughout the financial year who was in receipt ofremuneration in excess of one crore and two lacs rupees per annum.

C. There is no employee employed for a part of the financial year who was in receipt ofremuneration in excess of eight lacs and fifty thousand rupees per annum.

RELATED PARTY TRANSACTION :

All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. Your Directors draw attention of the members to Notes to thefinancial statement which sets out related party disclosures.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY :

The Company does not has any subsidiary/associates / joint venture company during theyear ended 31st March 2016.

INDEPENDENT DIRECTORS' DECLARATION :

The Company has received the necessary declaration from each Independent Directors' inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and the Listing Regulations.

LISTING AGREEMENT :

During the year SEBI notified the Listing Regulations and the same were effectiveDecember 12015. The Listing Regulations aim to consolidate and streamline the provisionsof the erstwhile listing agreement for different segments of capital markets to ensurebetter enforceability. In terms of the Listing Regulations all listed entities wererequired to enter into a new listing agreement with the stock exchanges. In compliancewith the requirement we on July 28 2016 executed the listing agreement with TheCalcutta Stock Exchange and execution of the listing agreement with Bombay Stock Exchangeare in process. The Company has paid Listing fees for the financial year 2016-17 to boththe Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited.

CODE OF CONDUCT :

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.

All the directors and management personnel have submitted declaration confirmingcompliance with the code.

ISSUE OF SHARES :

During the Financial year ended 31st March 2016 :

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 differential rights.

iv) The Company has not allotted any bonus shares during the year.

PUBLIC ISSUE :

During the year under review your Company has not issued any securities to the public.

PUBLIC DEPOSIT :

During the year the Company has not accepted any public deposit under the CompaniesAct 2013.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of Loans given Investments made Guarantees given and Securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement. (Please refer to noteno 8 and 13 of the financial statement.)

RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT :

The Board of Directors during the year constituted ‘Risk Management Committee'for laying down risk assessment at minimization procedures. A Risk Management Plan hasbeen devised which is monitored and reviewed by this Committee. The Risk ManagementCommittee comprises of Sri Rajesh Kumar Kabra Chairman Sri Jagadish Prasad Kabra and SriChandra Prakassh Kabra.

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.

PREVENTION OF INSIDER TRADING :

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with theCode.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

During the year the company appointed Kshitiz & Co Chartered Accountants Kolkataas an Internal Auditor. The firm is authorized to by the Audit Committee to access theadequacy and compliance of internal control process statutory requirements etc. The AuditCommittee met regularly to review reports submitted by the Internal Auditor. The AuditCommittee upon discussion with Internal Auditor set up applicable control measures for theCompany.

MATERIAL CHANGES :

There are no material changes and commitments affecting the financial position of thecompany have occured between the date financial year of the Company and date of thereport. There is no change in the nature of business of the Company.

STATUTORY AUDITORS :

M/S S.C.SONI & CO. Statutory Auditors of the Company hold office till theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Theyhave confirmed their eligibility to the effect that their re-appointment if made wouldbe within the prescribed limits under the Act and that they are not disqualified forre-appointment. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR :

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedMr. B.L.Patni a Whole Time Company Secretary in Practice having Membership No. F2304 toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

MEETING ATTENDANCE OF BOARD MEETING AND ANNUAL GENERAL MEETING

During the year 4 meeting of the Board of Directors were held i.e. on 30thMay 2015 14th August 2015 12th November 2015 and 12thFebruary 2016. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013 ("Act"). Annual General Meeting was held on30-09-2015.

Name of Director DIN

Attendance Particulars

Directorships in other public limited companies

Committees in which Chairman/Member of other public limited companies

Board AGM

Chairman

Director

Chairman Member
Meetings Listed Unlisted Listed Unlisted
Promoter Executive Directors
Mr. Rajesh Kr. Kabra 00331305 4 YES 2 1 2
Mr. Ramawtar Kabra 00341280 4 YES 2 1 2 1 2
Promoter Non-Executive Directors
Mr. Chandra Prakassh Kabra 00338838 4 YES 1 1 1
Mrs. Radhika Kabra 00335944 1 YES 1
Mr. Om Prakash Kakani 00581646 1 NO
Independent Non-Executive Directors
Mr. Jagdish Prasad Kabra 00482014 1 YES 2 2 4
Mr. Vijay Kr. Parwal 00339266 4 YES 1 2
Mr. Vinod Kr. Kothari 00338711 1 NO

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

APPRECIATION

For and on behalf of the Board the Directors wish to place on record their sincereappreciation for the positive co-operation received from Banks SEBI Shareholders andall the staffs of the Company during the year.

BY ORDER OF THE BOARD
For Kabra Commercial Limited
R. K. KABRA
Place : Kolkata Managing Director
Date : 13th August 2016 DIN No. : 00331305