Kabra Drugs Ltd.
|BSE: 524322||Sector: Health care|
|NSE: N.A.||ISIN Code: INE323K01017|
|BSE 00:00 | 07 Sep||Kabra Drugs Ltd|
|NSE 05:30 | 01 Jan||Kabra Drugs Ltd|
Kabra Drugs Ltd. (KABRADRUGS) - Director Report
Company director report
Your Directors are pleased to present the 29th Annual Report and theCompany s Audited Financial Statement for the financial year ended March 31 2018.
The Board of Directors to conserve the resources of the Company and tomaintain the liquidity has decided not to declare dividend on Equity Shares for the yearended 31st March 2018.
Year under review proved to be turn around for the company. The revenuerealization has decreased in the year under review. The year was not favorable for thecompany and the company has gone through many changes in the year under review.
During the financial year 2017-18 your Company has not accepted anydeposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDERREVIEW AND THE DATE OF THE REPORT
The Company has sold off its asset plant and machinery situated at 26Sector-A Sanwer Road. Indore for better future prospects. The company has made necessarycompliance as required for the same. Other than this no material changes taken placeduring the time period between end of the financial year under review and the date of thereport which affects the financial position of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of thisReport as stipulated under Regulation 34(2) read with Schedule V to the ListingRegulations 2015 is set out in the Report as Annexure " A".
Corporate Governance is an ethically driven business process that iscommitted to values aimed at enhancing an organizations brand and reputation. The newCompanies Act 2013 and amended Listing Regulations have strengthened the governanceregime in the country. The Company is in compliance with the governance requirementsprovided under the new law and had proactively adopted many provisions of the new lawahead of time.
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. Report onCorporate Governance is forming part of the Annual Report as
A separate report on Corporate Governance is provided together with aCertificate from the Statutory Auditors of the Company confirming compliance withconditions of Corporate Governance as stipulated under Regulation 34 read with Schedule Vof the Listing Regulations is annexed to the Annual Report.
A Certificate of the MD and CFO of the Company in terms of Regulation17(8) read with Part B of Schedule II of the Listing Regulations inter alia confirmingthe correctness of the financial statements and cash flow statements stating that membersof Board of Directors and Senior Management have affirmed compliance with the Company sCode of Conduct and adequacy of the internal control measures and reporting of matters tothe Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION AND REDRESSAL) ACT 2013
In accordance with the provisions of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made there underthe Company formulated an internal policy on Sexual Harassment at workplace (PreventionProhibition and Redressal) during the year under review. The policy aims at educatingemployees on conduct that constitute sexual harassment ways and means to preventoccurrence of any such incident and the mechanism for dealing with such incident and themechanism for dealing with such incident in the unlikely event of its occurrence. TheCompany has zero tolerance on Sexual Harassment at workplace. During the year underreview no complaints were received against the sexual harassment at workplace.
EXTRACT OF THE ANNUAL RETURN
Extract of Annual Return in Form No. MGT 9 is attached pursuant toSection 134(3) to the Companies Act 2013 as
During the year under review the Board of Directors met 9 (Nine) timeson the meetings held on April 17 2017 May 30 2017 August 14 2017September 14 201704th October 2017 November 02 2017 December 14 2017 and February 14 2018 and 17thMarch 2018. Apart from the meetings of the Board different Committees met several timesduring the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March31 2018 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b) 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 as at March 31 2018 andof the profit of the Company for the year ended on that date; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a going concern basis; e) the Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013.
In accordance with Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Shyam Kabra (DIN 00760020) will retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
Mr. Bharat Dewda and Mrs. Snehlata Gadiya were appointed as anAdditional Director of the Company w.e.f 30th May 2018 and are being proposed forappointment as an Independent Directors of the Company.
Mr. Arvind Hirve was appointed as an Additional Director of the companyw.e.f. 10th July 2018 and is being proposed for appointment as an Independent Directorsof the Company.
Brief resume of Directors seeking appointment and re-appointment asstipulated under Regulation 36(3) of the Listing Obligations has been provided asAnnexure to the Notice of AGM of the Company.
During the year under review Mr. Mahendra Singh Madloi has resignedfrom the directorship of the Company w.e.f 24.10.2017 Mr. Shivaji Singh has resigned fromthe directorship of the Company w.e.f 19.06.2018 Mrs. Kusum Kabra resigned from thedirectorship of the Company w.e.f 23.05.2018 Mr. Madhusudan Sharma has resigned from thedirectorship of the Company w.e.f 21.07.2018 Mr. Kuldeep Kumar Ajmera has resigned fromthe directorship of the Company w.e.f . 02.07.2018 The Board appreciates the services andthe valuable support rendered by them during the tenure of their directorship.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 203 ofthe Companies Act 2013 are as follows: Mr. Shyam Kabra: Managing Director (DIN: 00760020)Ms. Nikita Vijayvergiya: Company Secretary & Compliance Officer
The Companies auditors M/s. Ashok Khasgiwala& Co. CharteredAccountants who are the statutory auditors of the company hold office till theconclusion of the forthcoming AGM and are not being reappointment as their term hascompleted. Pursuant to the provisions of Section 139 of Companies Act 2013 and the rulesframed thereunder it is proposed to appoint M/s. Shweta Agrawal& Co. (FRN:019751C). Chartered Accountants based on the recommendation of the Audit Committeeand the Board of directors in its meeting held on 30th May 2018 for a period of one yearfrom the conclusion of this Annual General Meeting up to the conclusion of the 33rdAnnualGeneral Meeting. There has been no change in the Statutory Auditors during the year. TheAuditor report contain remark or qualification as follows:
Fixed assets register was not available for our verification anddepreciation on fixed assets provided on estimated basis by the management however samecould not be verified by us in absence of details and its impact on profit and loss couldnot be ascertained.
As per practice followed the company has not recognized deferred taxassets / liability in its financial statement as required by IND AS 12. In absence ofsufficient information its impact on financial statement not ascertainable.
Balances of Trade receivable trade payable deposits bank balancesand advances are subject to confirmation and impact if any on the financial statementswill be recognized in subsequent year.
The company could not appoint Company Secretary as required underSection 203 The Companies Act 2013 after resignation of company Secretary w.e.f. 23rdAugust 2017 this is in contravention of requirements of Companies Act 2013. Other thanthis auditor have mentioned emphasis of matter in their report as mentioned below:
We draw attention to the matter that the company has disposed off itsbusiness and undertaking comprising of Plant and Machinery Land Equipment Furniturefixtures and other assets however as informed to us management has planning to set up anew pharmaceuticals plant hence going concern assumption considered as hold good.
Company has not carried out actuarial valuation in respect of Gratuityduring the year as informed to us the liability of all the employees in respect ofgratuity is calculated by company as per payment of Gratuity Act and settled all duesrelated to gratuity during the year itself.
Books of the Company are seized by Income Tax authorities during thesurvey proceedings under section 133 A of Income Tax Act 1961 the audit is conducted onthe basis of Xerox copies of Vouchers purchase bills sales invoices copy of ledgers andother documents produced to us.
The Company could not appoint Chief Financial Officer of the companyafter resignation w.e.f. 04th December 2017 however we are informed that the appointmentof CFO is under cooling period as mentioned under Section 203 of The Companies Act 2013.
On above stated para of Independent Auditor s Report our explanationis as follows:
Data were in soft copy got corrupted and at the time of shifting ofRegistered office register was lost and therefore management was unable to provide thedata. All the books were seized by Income tax Authorities during the survey proceedingstherefore management unable to assess the same. a. The company is not in the practice totake confirmation from parties. b. The company was under process of finding a suitableperson and has appointed company secretary w.e.f. 10th
On emphasis of matter as mentioned in Auditor s report ourexplanations are as follows:
 a. The company has disposed off its business and undertakingcomprising of plant and machinery Land
Equipment Furniture Fixtures and other assets as the assets were veryold and the plant was situated within the city. b. As the company assets are sold and nomanufacturing activities took place and no workers were on permanent basis so it was notcalculated. c. The books of account were seized and audit was done by Xerox copies. d. Thecompany could not appoint CFO as at the time of audit company was under cooling period andcompany is in process of doing the same.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s. M. Maheshwari & Associates a firm of CompanySecretaries in Practice to conduct the Secretarial Audit of the Company for the year endedMarch 31 2018. The Secretarial Audit Report is annexed herewith to this Report and markedas Annexure "D".
There is no qualification reservation or adverse remark or disclaimerin Secretarial Audit Report except the following:
1. Company has not updated its website.
2. Company has not appointed Company Secretaries and Chief FinancialOfficer under section 203 of Companies Act 2013
3. Register of fixed assets was not available.
On above stated para of Secretarial Audit Report our explanation is asfollows:
1. Due technical issues company was unable to update the site and isunder process to resolve the issue.
2. Company has appointed company secretary w.e.f. 10th July 2018 andis under process to appoint CFO.
3. Register was maintained in soft copy which got corrupted andphysical copy was lost during shifting and after that company was unable to maintain.
RELATED PARTY TRANSACTIONS
During the financial year 2017-18 the Company has entered intotransactions with related parties as defined under
Section 2(76) of the Companies Act 2013 which were in the ordinarycourse of business and on arms length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued there under and Listing Regulations. During thefinancial year 2017-18 there were no transactions with related parties which qualify asmaterial transactions under the Listing Regulations and the Companies Act 2013. In linewith the requirements of the Companies Act 2013 and Listing Regulations the Company hasformulated a
Policy on Related Party Transactions which is also available on Companys website at www.kabradrugsltd.com. The Policy intends to ensure that properreporting; approval and disclosure processes are in place for all transactions between theCompany and Related Parties. Therefore the Company is not required to furnish anyparticulars in the Form AOC-2.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees or investments under Section 186 of the Act as at end of the FinancialYear 2017-18 are attached as Note no. 12 of the Financial Statements which forms part ofthis report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is attachd as Annexure
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Details of conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is forming part of this report as Annexure"F". During the year there were no foreign earnings as well as outgo.
In line with the regulatory requirements of Section 134(3) of CompaniesAct 2013 the Company has framed a Risk Management Policy to identify and access the keybusiness risk areas and to resolve the same risk for smooth operations. A detailedexercise is being carried out at regular intervals to identify evaluate manage andmonitor all business risks. The Board periodically reviews the risks and suggests steps tobe taken to control and mitigate the same through a properly defined framework.
INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany s policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Company has adequate system of internalcontrols to ensure that all the assets are safeguarded and are productive. Necessarychecks and controls are in place to ensure that transactions are properly verifiedadequately authorized correctly recorded and properly reported.
SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review pursuant to the provisions of section2(6) 2(87) to the Companies Act 2013 it has been observed that the Company has noSubsidiaries joint venture and any associate Company.
Relation between the Management and its employees has been cordial.Your Directors place on record their appreciation of the efficient and loyal servicesrendered by the employees of the Company at all levels.
The Directors wish to convey their appreciation for the co-operationextended by bankers and various Government agencies. The Directors also wish to thank theshareholders employees customers and suppliers for their support and co-operation.
By order of Board FOR KABRA DRUGS LIMITED
SHRI SHYAM KABRA MANAGING DIRECTOR DIN: 00760020
Place: Indore Date: July 10 2018