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Kabra Drugs Ltd.

BSE: 524322 Sector: Health care
NSE: N.A. ISIN Code: INE323K01017
BSE 16:01 | 20 Aug 2.53 -0.13
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NSE 05:30 | 01 Jan Kabra Drugs Ltd
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OPEN 2.53
CLOSE 2.66
VOLUME 100
52-Week high 4.27
52-Week low 2.07
P/E
Mkt Cap.(Rs cr) 1
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 Members

Your Directors are pleased to present the 28th Annual Report and the Company's AuditedFinancial Statement for the financial year ended March 31 2017.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2016-2017 2015-2016
Sales & Other Income 772.06 967.08
Total Expenditure 767.47 919.85
Profit (loss) before depreciation and tax 28.9 29.22
Less: Depreciation 24.31 24.31
Provision for Income Tax 0.77 2.17
Profit (Loss) after depreciation & tax 3.82 2.74

DIVIDEND

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 2017.

BUSINESS REVIEW

Year under review proved to be turn around for the company. The revenue realization hasdecreasedin the year under review. The year was not favorable for the company and thecompany has gone through many changes in the year under review.

FIXED DEPOSIT

During the financial year 2016-17 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 taken place during the time period between end ofthe financial year under review and the date of the report which affects the financialposition of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report asstipulated under Regulation 34(2) read with Schedule V to the Listing Regulations 2015is set out in the Report as Annexure – " A".

CORPORATE GOVERNANCE

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 Regulations have strengthened the governance regime in thecountry. The Company is in compliance with the governance requirements provided under thenew law and had proactively adopted many provisions of the new law ahead of time.

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Report on CorporateGovernance is forming 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 confirming compliance with conditions of CorporateGovernance as stipulated under Regulation 34 read with Schedule V of the ListingRegulations is annexed to the Annual Report.

A Certificate of the MD and CFO of the Company in terms of Regulation 17(8) read withPart B of Schedule II of the Listing Regulations inter alia confirming the correctnessof the financial statements and cash flow statements stating that members of Board ofDirectors and Senior Management have affirmed compliance with the Company's Code ofConduct and adequacy of the internal control measures and reporting of matters to theAudit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ANDREDRESSAL) ACT 2013

In accordance with the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules made there under the Companyformulated an internal policy on Sexual Harassment at workplace (Prevention Prohibitionand Redressal) during the year under review. The policy aims at educating employees onconduct that constitute sexual harassment ways and means to prevent occurrence of anysuch incident and the mechanism for dealing with such incident and the mechanism fordealing with such incident in the unlikely event of its occurrence. The Company has zerotolerance on Sexual Harassment at workplace. During the year under review no complaintswere received against the sexual harassment at workplace.

EXTRACT OF THE ANNUAL RETURN

Extract of Annual Return in Form No. MGT – 9 is attached pursuant to Section134(3) to the Companies Act 2013 as Annexure – "C".

BOARD MEETINGS

During the year under review the Board of Directors met 4 (four) times on the meetingsheld on May 28 2016 August 13 2016 November 14 2016 and February 14 2017. Apartfrom the meetings of the Board different Committees met several times during the yearunder review.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 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 2017 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 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 are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

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.

DIRECTORS

Appointment

In accordance with Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Kusum Kabra (DIN 01739741) will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

Mr. Kuldeep Kumar Ajmera was appointed as an Additional Director of the Company w.e.f17th April 2017 and is being proposed for appointment as an IndependentDirectors of the Company.

Brief resume of Directors seeking appointment and re-appointment as stipulated underRegulation 36(3) of the Listing Obligations has been provided as Annexure to the Noticeof AGM of the Company.

Resignation

During the year under review Mr. Rajendra Kumar Bordia has resigned from thedirectorship of the Company w.e.f17th April 2017. The Board appreciates theservices and the valuable support rendered 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) Mrs. KusumKabra: Whole time Director (DIN: 01739741) Mr. Mahendra Singh Madloi : Whole time Director(DIN: 02396839) Mr. Arvind Poal: Chief Financial Officer Ms. Anchal Kabra: CompanySecretary & Compliance Officer

AUDITORS AND AUDITORS' REPORT

The Companies auditors M/s. Agrawal Jhawar Associates Chartered Accountants who arethe statutory auditors of the company hold office till the conclusion of the forthcomingAGM and being not eligible for reappointment as their term has completed. Pursuant to theprovisions of Section 139 of Companies Act 2013 and the rules framed thereunder it isproposed to appoint M/s. Ashok Khasgiwala &Co. (FRN: 000743C). Chartered Accountantsbased on the recommendation of the Audit Committee and the Board of directors in itsmeeting held on 14th August 2017 for a period of one year from the conclusionof this Annual General Meeting up to the conclusion of the 29thAnnual GeneralMeeting to be held in the year 2018. There has been no change in the Statutory Auditorsduring the year. The Auditor report does not contain any remark or qualification.

SECRETARIAL 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 M/s. M. Maheshwari & Associates a firm of Company Secretaries inPractice to conduct the Secretarial Audit of the Company for the year ended March 312017. The Secretarial Audit Report is annexed herewith to this Report 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 form MGT-14 for disposal of the company's undertaking and itis incumbent under section 180(1) (a) of the Companies Act 2013.

On above stated para of Secretarial Audit Report our explanation is as follows:

1. Due to oversight company has failed to file MGT-14 and is under process of filingthe same with ROC.

RELATED PARTY TRANSACTIONS

During the financial year 2016-17 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and on arms' length basis and in accordance with theprovisions of the Companies Act 2013 Rules issued there under and Listing Regulations.During the financial year 2016-17 there were no transactions with related parties whichqualify as material transactions under the Listing Regulations and the Companies Act2013.

In line with the requirements of the Companies Act 2013 and Listing Regulations theCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at www.kabradrugsltd.com. The Policy intends to ensure thatproper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. Therefore the Company is not required to furnishany 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 Year2016-17 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 annexed as Annexure – "E" to the Annual Report.

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 –"F". During the year there were no foreign earnings as well as outgo.

RISK MANAGEMENT

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 company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Company has adequate system of internal controls toensure that all the assets are safeguarded and are productive. Necessary checks andcontrols are in place to ensure that transactions are properly verified adequatelyauthorized correctly recorded and properly reported.

SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review pursuant to the provisions of section 2(6) 2(87) to theCompanies Act 2013 it has been observed that the Company has no Subsidiaries jointventure and any associate Company.

INDUSTRIAL RELATIONS

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.

ACKNOWLEDGEMENT

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.

Place: Indore By order of Board
Date: August 14 2017 FOR KABRA DRUGS LIMITED
SHRI SHYAM KABRA
MANAGING DIRECTOR
DIN: 00760020