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Kabra Drugs Ltd.

BSE: 524322 Sector: Health care
NSE: N.A. ISIN Code: INE323K01017
BSE 16:01 | 18 Aug 4.49 0.13
(2.98%)
OPEN

4.15

HIGH

4.50

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4.15

NSE 05:30 | 01 Jan Kabra Drugs Ltd
OPEN 4.15
PREVIOUS CLOSE 4.36
VOLUME 1052
52-Week high 5.98
52-Week low 2.95
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.15
CLOSE 4.36
VOLUME 1052
52-Week high 5.98
52-Week low 2.95
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kabra Drugs Ltd. (KABRADRUGS) - Director Report

Company director report

Dear Shareholders

Your Directors here by present the 32nd Annual Report together with theAudited statements of Accounts for the financial year ended on 31st March 2021.

OPERATIONS REVIEW:

Particulars F.Y. 2020-21 F.Y. 2019-20
Revenue from Operations - -
Other Income - 225645
Total Revenue - 225645
Total Expanses 1800301 821562
Profit Before Tax (1800301) (595916)
Tax 0 0
Profit after Tax (1800301) (595916)
EPS (0.41) (0.14)

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for the financial year under review.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Book closure shall be from 25.09.2021 to 30.09.2021 (Both inclusive)

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTIONFUND("IEPF")

No amount to be transferred to Investor Education and Protection Fund.

SHARE CAPITAL:

The issued subscribed and paid up capital of the Company is Rs. 43886000/- dividedinto 4388600 equity shares of Rs 10/- each. There has been no change in the share capitalof the Company during the year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary associate companies & joint ventures.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 in respect ofvoting rights not exercised directly by the employees of the Company as the provisions ofthe said section are not applicable.

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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

BOARD DIVERSITY

The Company recognizes that building a Board of diverse and inclusive culture isintegral to its success. The Board considers that its diversity including genderdiversity is a vital asset to the business. The Board has adopted a Board diversitypolicy which sets out the approach to diversity of the Board of Directors.

POLICIES

The Company has adopted the following policies and the same are available in thewebsite of the Company http://www.kabradrugs.com/ i) Whistle Blower Policy/ VigilMechanism ii) Policy of Directors' Appointment and remuneration iii) Policy on determiningmateriality of events iv) Policy on documents preservation and archival v) Nomination& Remuneration policy vi) Policy on related party transactions vii) Policy onsexual harassment of women at work place (prevention prohibition and redressal) Act 2013viii) Corporate Social Responsibility Policy ix) Policy on code of conduct for preventionof Insider Trading and Fair Disclosure of unplublished Price Sensitive Information.

DISCLOSURE AS PER POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 The Company has zero tolerance for Sexual harassmentat workplace and has adopted a policy on prevention prohibition and redressal of SexualHarassment at work place in line with the requirements of the Sexual Harassment of womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunderwhich has been made available on the Company's website (www.srisarvarayasugars.in).

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the financial year there was one meeting of theCommittee held on

Your Directors state that during the year under review there was no case filedpursuant to the Sexual Harassment of the Woman at the Workplace (Prevention Prohibitionand Redressal) Act 2013

HUMAN RESOURCES:

The Company believes that human capital is its biggest asset and immensely values itshuman resources. The Company acknowledges that employee participation and involvement isthe key to sustained growth and hence encourages various measures to promote the same. TheCompany is of the opinion that motivated employees are very crucial to the growth of theorganization and hence puts in a lot of emphasis on promoting employee engagement at alllevels.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy. The policyidentifies the threat of such events as "Risks" which if occurred willadversely affect value to shareholders ability of Company to achieve objectives abilityto implement business strategies the manner in which the Company operates and reputation.Such risks are categorized into Strategic Risks Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified Risks the Audit Committeereviews the identified Risks and its mitigation measures annually.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit department with adequateexperience and expertise in internal controls operating system and procedures. The systemis supported by documented policies guidelines and procedures to monitor business andoperational performance which are aimed at ensuring business integrity and promotingoperational efficiency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review of the company at present Board comprise followingdirectors:

Name Designation
1 Mr. Bangalore Venkatakrishnappa Ananth Kumar Chief Financial Officer & Whole Time Director
2 Mr. Ramachandran Muralidharan Independent Non-Executive Director
3 Mr. Ananthkumar Shilpa Independent Woman Director
4 Mr. Bangalore Rajeevalochana Prasanna Director
5 Mr. Churchil Durai M Jebastine Independent Non-Executive Director
6 Ms. Radhika Dammani Company Secretary & Compliance Officer

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees: -

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of the Companies Act 2013 the IndependentDirectors held a Meeting on 20th November 2021 without the attendance ofNon-Independent Directors and members of Management.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying it in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarize with theCompany's procedures and practices. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Engineering Industry as a whole.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered Accountants Mumbairetiring statutory auditor be and are hereby re appointed as the Statutory Auditors of theCompany to hold office from the conclusion this AGM until the conclusion of the AGM to beheld in the year of 2022 for period of 3 years at such remuneration and out of pocketexpenses as may be decided by the Board of Directors of the Company on the recommendationof the Audit Committee.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs.N.SRIVIDHYA Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 isannexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD: -

Qualifications made by Secretarial Auditor Explanations by the Board
a) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.
b) The company has not complied with certain regulation of SEBI (LODR) Regulation 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. The company will take necessary steps to comply with the same.
c) As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system.
d) Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. The company will ensure to file all relevant documents in time with ROC and other authorities as when required.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (‘the Act') and rule

12(1) of the Companies (Management and Administration) Rules 2014 in the prescribedForm No. MGT 9 forming part of this report is annexed herewith.

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report. A detailed Management Discussion& Analysis forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the Company. This Code helps the Company to maintain the Standard of BusinessEthics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at theBoard and by employees. The Compliance Officer is responsible to ensure adherence to theCode by all concerned and is available on the Company's website. The Code lays down thestandard of conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandate to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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 fraud and otherirregularities;

e) Directors have prepared the accounts on a "going concern basis".

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

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on Behalf of the Board
KABRA DRUGS LIMITED
Sd/- Sd/-
Place: Indore CHURCHIL DURAI M JEBASTINE RAMACHANDRAN MURALIDHARAN
Date: 02.09.2021 DIRECTOR DIRECTOR
DIN: 07018943 DIN: 02418630

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