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Kabra Commercial Ltd.

BSE: 539393 Sector: Others
NSE: N.A. ISIN Code: INE926E01010
BSE 00:00 | 14 Sep Kabra Commercial Ltd
NSE 05:30 | 01 Jan Kabra Commercial Ltd
OPEN 24.55
PREVIOUS CLOSE 24.55
VOLUME 19
52-Week high 24.55
52-Week low 23.40
P/E 5.16
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.55
CLOSE 24.55
VOLUME 19
52-Week high 24.55
52-Week low 23.40
P/E 5.16
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kabra Commercial Ltd. (KABRACOMMERCIAL) - Director Report

Company director report

To The Members Kabra Commercial Limited

Your Directors have the pleasure in presenting their Forty Annual Report on thebusiness and operations of your Company together with the audited financial statements ofthe Company for the year ended 31 ''March 2022

(Amount in Rs. )

FINANCIAL PERFORMANCE: 31.03.2022 31.03.2021
Profit for the year ended 8072454 7112867
Extraordinary item
Balance Written off
Profit before Tax 8072454 7112867
Tax expenses :
Current Tax 1460000 1100000
Deferred Tax 95806 (5849)
Earlier Year Tax Expense 21520
Profit for the year 6708260 6028538
Add/(Less): Transfer from/to Statutory Reserve
6708260 6028538
Add: Adjustments of Income Tax 325680
Add: Surplus as per last year 94861363 88832825
SURPLUSCARRIEDTOBALANCESHEET !01895303 94861363

DIVIDEND;

Your Directors regret for not recommending Dividend on Equity Shares for the financialyear 2021-22.

DEPOSITS;

During the year under review the Company has not accepted deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Rules framedthere under.

ANNUAL RETURN:

Annual Return i.e. Form MGT-7 will be uploaded on the Company's website and can beviewed at www.kcl.net.in

SHARE CAPITAL:

The paid up Equity Share Capital as at 31" March 2022 stood at Rs. 2.94 crores.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. As on 31" March 2022 noneof the Directors of the Company hold instruments convertible into equity shares of theCompany.

FINANCIAL STATEMENTS:

The Company has prepared its financial statements as per IND AS requirement for thefinancial year 202 I -22. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended 31" March 2022.

MATERIAL CHANGES ANJl COMMITMENTS:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2021-22 and the date ofthis Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear 2021-22.

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.

BESEARCH & 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:

Retirement by Rotation

Sri Ramawtar Kabra (DIN No. 00341280) Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel (KMP)

Tue following are the Key Managerial Personnel of the Company:

I. Mr Rajesh Kumar Kabra - Managing Director

2. Mr. Om Prakash Agarwal-ChiefFinancial Officer

3. Ms. Apeksha Agiwal - Company Secretary

None of the Directors I KMP has resigned during the year 2021 - 22.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Vijay Kumar Parwal and Mr. Jagdish Prasad Kabra are Independent Directors on theBoard of the Company. The Independent Directors hold office for a fixed term of five yearsand are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

BOARD EVALUATION

The Board has canied out an annual evaluation of its own performance the Directorsindividually as well as the evaluation of the functioning of various Committees. TheIndependent Directors also carried out the evaluation of the Chairman and theNon-Independent Directors.

CRITERIA FOR EVALUATION OF DIRECTORS:

For the pwpose of proper evaluation the Directors of the Company have been dividedinto 3 (three) categories i.e. Independent Non-Independent & Non-Executive andExecutive.

The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result I achievements understanding andawareness motivation I commitment I diligence integrity I ethics Ivalues and openness I receptivity.

NOMINATION AND REMUNERATION POLICY:

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

Name of the Committee Members Nature Directorshin of Membership
Mr. Jagadish Prasad Kabra Non-Executive Indeoendent Director Chairman
Mr. Vijay Kumar Parwal Non-Executive Indeoendent Director Member
Mr. Chandra Prakash Kabra Non Executive Director Member

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

AUDIT COMMITTEE:

The composition of the Audit Committee is as follows:-

Name of the Committee Members Nature of Directorshin Membership
Mr. Vijay Kumar Parwal Non-Executive Ind""endent Director Chairman
Mr. Jagadish Prasad Kabra Non-Executive Indeoendent Director Member
Mr. Rajesh Kumar Kabra Executive Director Member

During the year 5 (Five) Audit Committee meetings were held on 07-06-2021 30-06-202113-08-2021 30-10-2021and09-02-2022.

NUMBER OF BOARD MEETINGS:

During the year 6 (Six) Board Meetings were convened and held on 12-04-202107-06-2021 30-06-2021 13-08-2021 30-10-2021and09-02-2022. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013 ("Acf').

DIRECTORS RF;SPONSIBILITY STATEMENT:

As required by Section 134(3)(c) of the Companies Act 2013 your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31" March 2022the applicable accounting standards have been followed with proper explanation relating tomaterial departures if any;.

(b) the accounting policies adopted in the preparation of the annual accounts have beenapplied consistently except as otherwise stated in the Notes to Financial Statements andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year 2021-22and of the profit for the year ended 31" March 2022;.

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities.

(d) the annual accounts for the year ended 31" March 2022 have been prepared ona going concern basis;

( e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; (f) that system to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF TIIE COMPANIESACT 2013 READ WITH RULE S(l) QF THE COMPANIES <APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.

(I) The percentage increase in remuneration of each Director and Chief FinancialOfficer during the financial year 2021-22 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2021-22 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the company are as under:

SI. No. Name of Director/ KMP & Designation Remunerati on of Director/ KMP for the financial year 2021-22 0/o increase in Remunerat ion in the Financial year 2021- 22 Ratio of remuneratio nof each Director/ to median remuneratio nof employees
I. Rajesb Kumar Kabra Managing Director NIL* NIL Not Applicable
2. Ramawtar Kabra Director NIL* NIL Not Applicable
3. Radhika Kabra Director NIL NIL Not Applicable
4. Chandra Prakassh Kabra Director NIL NIL NIL NIL Not Applicable
5. Vijay Kumar Parwal Director Not Applicable
6. Jagdish Prasad Kabra Director NIL NIL Not Applicable
7. Om Prakash Agarwal ChiefFinaocial Officer 1123878 N.A Not Applicable
8. Apeksha Agiwal Company Secretary 180000 NIL Not Applicable

• Mr. Rajesh Kumar Ka bra Managing Director and Mr. Ramawtar Kabra Directors haddecided to waive their remuneration from 01" December 2015 till the remaining tenureof their appointment.

(II) The median remuneration of employees of the Company during the financial year wasRs.157381 1-.

(III) There were 5 permanent employees on the rolls of Company as on March 312022;

(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. 2022

A. List of top 10 Employees :-

Name of the Employee Designation Remunrati on Received* 31-03- 2022 Nature of Employment whether contractual or otherwise Qualifications and Experience Date of commence of employment Age (years)

Last employmen thold before joining the Company

Name of the Dircetor of the Company who is relative
Mr.Om Prakash Agarwal Chief Financial Officer 1123878 Contractual B.Com 35 yrs 14.11.2014 60 Coalsale Company Limited & Rajesh Mani sh Associates Pvt. Ltd. NONE
Mr. Kaustav Back 157381 Contractual B.Com 01.01.2017 35 NIL NONE
Kumar Niyogi Office Executive 4 yrs.
Mr. Samiran Ghosh Manager Computer 204839 Contractual B.Com 8 yrs 01.04.2013 38 NIL NONE
Ms.Apeksha Agiwal Company Secretary 180000 Contractual cs 3 yrs 14.08.2018 37 NIL NONE
Mrs. Esani Paul Chowdhuri Executive Assistant ( Operatio n) 88258 Contractual B.Com 5 yrs 01.11.2021 28 NIL NONE

*Remuneration includes salary allowances bonus and value of certain perquisitesevaluated on the basis oflncome 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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.forms an integral partof this Annual Report.

RELATED PARTY TBANSACT!ON:

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 I ASSOCIATE I JOINT VENTURE COMPANY

The Company does not has any subsidiary/associates I joint venture companyduring the year ended 31'1 March. 2022.

LISTING AGREEMENT

The Company is listed with both the Calcutta Stock Exchange Limited and Bombay StockExchange 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 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 31" March. 2022:

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.

RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT:

The Board of Directors during the year constituted 'Risk Management Committee' forlaying down risk assessment at minimization procedures. A Risk Management Plan has beendevised 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

During the year no Risk Management Committee meetings were held..

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has framed a Vigil Mechanism I Whistle Blower Policy to deal withunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy if any. The Vigil Mechanism I Whistle Blower Policy hasalso been uploaded on the website of the Company.

SECRETARIAL STANDARDS:

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings ofthe Board of Directors" and General Meetings' respectively have been duly followedby the Company.

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.

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:

Mis Ranjit Jain & Co Chartered Accountants (FRN 322505E) were appointed asAuditors of the Company for a period of 4 years at the Annual General Meeting held on06.09.2021 to hold office till the conclusion of the 43" Annual General Meeting to beheld on 2025. They have confirmed that they are not disqualified to continue as Auditors.The Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification 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 appointedMrs. Dipika Jain a Whole Time Company Secretary in Practice having Membership No. F50343to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2022 is annexed to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

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.

MEETING. ATTENDANCE OF BOARD MEETING AND ANNUAL GENERAL MEETING

During the year 6 (Six) meeting of the Board of Directors were held i.e. on 12th April2021 07th

June 2021 30th June 2021 J3th August 2021 30th October 2021 and 09th February2022. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 ("Act"). Annual General Meeting was held on 06-09-2021.

Name of Director DIN

Attendan ce Particnlar s

Directorships in other public limited companies

Committees in which Chairman/Member of other public limited com 1>anies

Chairman

Director

Chairman Member
Boa rd Mee ting s AG M List ed Unlis ted List ed Unlis ted
Promoter Executive Directors
Mr. Rajesh Kr. Kabra 00331305 5 YES -- -- 2 I -- 2
Mr. Ramawtar Kabra 00341280 6 YES 2 I - - - --
Promoter Non-Executive Directors
Mr. Chandra Prakassh Kabra 00338838 6 YES -- -- 2 I -- --
Mrs. Radhika Ka bra 00335944 2 No -- -- - I -- --
Independent Non-Executive Directors
Mr Jagdish Prasad Kabra 00482014 6 No - -- 2 -- -- 2
Mr. Vijay Kr. Parwal 00339266 6 YES -- -- 2 -- 2 -

APPRECIATION

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

Place: Kolkata For and on behalf of the Board
Dated: 12'h August 2022
Chandra Prakassh Kabra
Director
DIN NO. 00338838

.