Kabra Drugs Ltd.
|BSE: 524322||Sector: Health care|
|NSE: N.A.||ISIN Code: INE323K01017|
|BSE LIVE 11:39 | 17 Nov||3.66||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Kabra Drugs Ltd. (KABRADRUGS) - Director Report
Company director report
REPORT OF THE BOARD OF DIRECTORS
Your Directors are pleased to present the 26th Annual Report and the CompanysAudited Financial Statement for the financial year ended March 31 2015.
The Board of Directors to conserve the resources of the Company and to maintain theliquidity has decided not to declare dividend on Equity Shares for the year ended 31stMarch 2015.
Year under review proved to be turn around for the company in terms of Sales target ofthe Company. The revenue realization was Rs. 826.90 Lacs as compare to previous Year ofRs. 1142.11 Lacs.
During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THEDATE OF THE REPORT
There have been no material changes which affects the financial position of the Companyhad taken place during the time period between end of the financial year under review andthe date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this Report asstipulated under Clause 49 of the Listing Agreement with Stock Exchange is set out in theReport as Annexure - A.
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organizations brand and reputation. The new Companies Act2013 and amended Listing Agreement have strengthened the governance regime in the country.The Company is in compliance with the governance requirements provided under the new lawand had proactively adopted many provisions of the new law ahead of time. The Company iscommitted to maintain the highest standards of corporate governance and adhere to the
corporate governance requirements set out by SEBI. Report on Corporate Governance isforming part of the Annual Report as Annexure - B.
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Clause 49 of the Equity Listing Agreement with the StockExchange(s). A Certificate of the MD and CFO of the Company in terms of subclause IX ofClause 49 of Equity Listing Agreement inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.
EXTRACT OF THE ANNUAL RETURN
Extract of Annual Return in Form No. MGT - 9 is attached pursuant to Section 134(3) tothe Companies Act 2013 as Annexure - C.
During the year under review the Board of Directors met 5 (five) times on the meetingsheld on May 21 2014 August 14 2014 November 14 2014 December 30 2014 and February14 2015.
Apart from the meetings of the Board different Committees met several times during theyear under review. DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
In accordance with Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shyam Kabra will retire by rotation at the ensuing AnnualGeneral Meeting and is eligible for re-appointment.
Mr. Shivaji Singh (DIN: 07198343) Mr. Ramesh Rai (DIN: 07198335) and Mr. RajendraKumar Bordia (DIN: 00760096) were appointed as Additional Director of the Company w.e.f30th May 2015 and are being proposed for appointment as an Independent Directors of theCompany.
Mrs. Kusum Kabra (DIN: 01739741) was appointed as an Additional Director of the companyw.e.f 30th May 2015 and in accordance with Section 196 197 and 203 of the Companies Act2013 Mrs. Kusum Kabra was thereafter also designated as a Whole - time Director of theCompany w.e.f. 01st September 2015 for the term of three years subject to theapproval of Members at the ensuing Annual General Meeting
Mr. Mahendra Singh Madloi was the director of the Company and in accordance withSection 196 197 and 203 of the Companies Act 2013 Mr. Mahendra Singh Madloi wasthereafter also designated as a Whole - time Director of the Company w.e.f. 01stSeptember 2015 for the term of three years subject to the approval of Members at theensuing Annual General Meeting
Brief resume of Directors seeking appointment and re-appointment as stipulated underclause 49 of Listing Agreement has been provided as Annexure to the Notice of AGM of theCompany.
During the year under review Mr. Rajendra Bordia has resigned from the directorship ofthe Company w.e.f 21.05.2014. The Board appreciates the services and the valuable supportrendered by him during the tenure of his directorship.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 203 of the CompaniesAct 2013 are as follows:
Mr. Shyam Kabra: Managing Director (DIN: 00760020)
Mr. Arvind Poal: Chief Financial Officer (w.e.f 01.06.2015)
Ms. Anchal Kabra: Company Secretary & Compliance Officer (w.e.f 14.08.2015)
AUDITORS AND AUDITORS REPORT
M/s Agrawal Jhawar & Associates Chartered Accountants who are the statutoryauditors of the Company hold office till the conclusion of the forthcoming AGM and beingeligible have consented and offered them-selves for reappointment. Pursuant to theprovisions of section 139 of the Companies Act 2013 and the Rules framed thereunder itis proposed to appoint M/s Agrawal Jhawar & Associates Chartered Accountants asstatutory auditors of the Company from the conclusion of the forthcoming AGM till theconclusion of the twenty Eighth AGM to be held in the year 2017 subject to ratificationof their appointment at every AGM.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
SECRETERIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Manish Maheshwari Practicing Company Secretary to conduct theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to thisReport and marked as Annexure - D.
There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit Report except the following:
1. Company has not filed MGT 10 under Section 93 of Companies Act 2013 during thefinancial year.
2. Company has not appointed Chief Financial Officer and Company Secretary as perSection 203 of the Companies Act 2013.
3. Company has not appointed Internal Auditor as per section 138 of the Companies Act.2013.
4. Company has not published Notice of Board Meeting and Financial Results as perClause 41 of the Listing Agreement with Stock Exchanges.
5. Company has not maintained its own official website Properly
6. Company has not filed Form MGT-14 under Section 179 of the Companies Act 2013
7. Company has not sent Notice to the Exchanges as per Clause 19 of the ListingAgreement with Stock Exchanges
8. Company has delayed to submit Financial Un-audited quarterly results for the quarterended June 30 2014
9. Company has not appointed women director during the year 2014-15.
On above stated Para of Secretarial Audit Report our explanation or comment asfollows:-
1. Due to the uncertainty of calculation of 2% of the top 10 shareholders we are notable to file the Form MGT
10. The Company was in process of filing MGT 10.
2. The Company has appointed CFO on June 1 2015. As regards appointment of CompanySecretary The Board submits that the Company has appointed Company Secretary in themeeting held on 14.08.2015.
3. As regards appointment of Internal Auditor The Board submits that the Company hasappointed Internal Auditor in the meeting held on 14.08.2015.
4. With regards to non- publishing of Notice as per Clause 41 the Board submits thatthe Company has started complying the requirements.
5. The website of the Company is under process for updating.
6. With regards to all other qualification the Board hereby submits that most of therequirements have been complied by the company and other compliance as needed to be doneby the company is under process by the company.
7. The Board submits that the Company has appointed Women Director w.e.f 30.05.2015.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms length basis and in accordance with the provisions ofthe Companies Act 2013 Rules issued there under and Clause 49 of the Listing Agreement.During the financial year 2014-15 there were no transactions with related parties whichqualify as material transactions under the Listing Agreement and the Companies Act.
In line with the requirements of the Companies Act 2013 and Equity Listing Agreementthe Company has formulated a Policy on Related Party Transactions which is also availableon Companys website at www.kabradrugsltd.com.The Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and Related Parties. Therefore theCompany is not required to furnish any particulars in the Form AOC-2.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2014-15 are attached as Note no. 12 of the Financial Statements which forms part of thisreport.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has one Managing Director and his remuneration Rs.75000/- per month.
Further sitting fees have been paid to 2(two) independent director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key Management Personnel was in accordance withremuneration policy adopted by the company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of conservation of energy technology absorption and foreign exchange earningsand outgo as stipulated under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is forming part of this report as Annexure -E.
During the year there were no foreign earnings as well as outgo.
In line with the regulatory requirements of Section 134(3) of Companies Act 2013 theCompany has framed a Risk Management Policy to identify and access the key business riskareas and to resolve the same risk for smooth operations. A detailed exercise is beingcarried out at regular intervals to identify evaluate manage and monitor all businessrisks. The Board periodically reviews the risks and suggests steps to be taken to controland mitigate the same through a properly defined framework.
INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to companyspolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized correctly recorded and properlyreported.
SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review pursuant to the provisions of section 2(6) 2(87) it hasbeen observed that the Company has no Subsidiaries joint venture and any associateCompany.
Relation between the Management and its employees has been cordial. Your Directorsplace on record their appreciation of the efficient and loyal services rendered by theemployees of the Company at all levels.
The Directors wish to convey their appreciation for the co-operation extended bybankers and various Government agencies. The Directors also wish to thank theShareholders Employees Customers and Suppliers for their support and co-operation.
SHRI SHYAM KABRA CHAIRMAN CUM MANAGING DIRECTOR DIN: 00760020
26 Sector A Sanwer Road
Industrial Area Indore - 452 003 (M.P)