| Dear Members,
The Directors are pleased to present the 26th Annual Report and the
Company's Audited Financial Statement for the financial year ended
March 31, 2015.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Sales & Other Income 826.90 1142.11
Total Expenditure 793.22 1094.50
Profit (loss) before depreciation,
and tax 33.68 47.61
Less: Depreciation 23.08 26.33
Provision for Income Tax 03.55 12.63
Profit (Loss) after depreciation &
tax 7.05 8.65
DIVIDEND
The Board of Directors to conserve the resources of the Company and to
maintain the liquidity has decided not to declare dividend on Equity
Shares for the year ended 31st March 2015.
BUSINESS REVIEW
Year under review proved to be turn around for the company in terms of
Sales target of the Company. The revenue realization was Rs. 826.90
Lacs as compare to previous Year of Rs. 1142.11 Lacs.
FIXED DEPOSIT
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning 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 THE DATE OF THE REPORT
There have been no material changes which affects the financial
position of the Company had taken place during the time period between
end of the financial year under review and the date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis forms an integral part of this
Report, as stipulated under Clause 49 of the Listing Agreement with
Stock Exchange, is set out in the Report as Annexure - " A".
CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organizations brand and
reputation. The new Companies Act, 2013 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
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 and adhere to the corporate governance
requirements set out by SEBI. Report on Corporate Governance is forming
part of the Annual Report as Annexure -"B.
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A
Certificate of the MD and CFO of the Company in terms of sub- clause IX
of Clause 49 of Equity Listing Agreement, inter alia, confirming the
correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and 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) to the Companies Act, 2013 as Annexure -" C.
BOARD MEETINGS
During the year under review, the Board of Directors met 5 (five) times
on the meetings held on May 21, 2014, August 14, 2014, November 14,
2014, December 30, 2014 and February 14, 2015.
Apart from the meetings of the Board different Committees met several
times during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are
adequate and are operating effectively; and the Directors have devised
proper systems to ensure compliance with the provisions of 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 of independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
DIRECTORS
Appointment
In accordance with Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Shyam Kabra, will retire
by rotation at the ensuing Annual General Meeting and is eligible for
re-appointment.
Mr. Shivaji Singh (DIN: 07198343), Mr. Ramesh Rai (DIN: 07198335) and
Mr. Rajendra Kumar Bordia (DIN: 00760096) were appointed as Additional
Director of the Company w.e.f 30th May, 2015 and are being proposed for
appointment as an Independent Directors of the Company.
Mrs. Kusum Kabra (DIN: 01739741) was appointed as an Additional
Director of the company w.e.f 30th May, 2015 and in accordance with
Section 196, 197 and 203 of the Companies Act, 2013, Mrs. Kusum Kabra
was thereafter also designated as a Whole - time Director of the
Company w.e.f. 01st September, 2015 for the term of three years subject
to the approval of Members at the ensuing Annual General Meeting,
Mr. Mahendra Singh Madloi was the director of the Company and in
accordance with Section 196, 197 and 203 of the Companies Act, 2013,
Mr. Mahendra Singh Madloi was thereafter also designated as a Whole -
time Director of the Company w.e.f. 01st September, 2015 for the term
of three years subject to the approval of Members at the ensuing Annual
General Meeting,
Brief resume of Directors seeking appointment and re-appointment as
stipulated under clause 49 of Listing Agreement, has been provided as
Annexure to the Notice of AGM of the Company.
Resignation
During the year under review, Mr. Rajendra Bordia has resigned from the
directorship of the Company w.e.f 21.05.2014. The Board appreciates the
services 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 Companies Act, 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
statutory auditors of the Company, hold office till the conclusion of
the forthcoming AGM and being eligible have consented and offered
them-selves for re- appointment. Pursuant to the provisions of section
139 of the Companies Act, 2013 and the Rules framed there under, it is
proposed to appoint M/s Agrawal Jhawar & Associates, Chartered
Accountants as statutory auditors of the Company from the conclusion of
the forthcoming AGM till the conclusion of the twenty Eighth AGM to be
held in the year 2017, subject to ratification of their appointment at
every AGM.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETERIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Manish
Maheshwari, Practicing Company Secretary to conduct the Secretarial
Audit of the Company. 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 Secretarial Audit Report except the following:
1.Company has not filed MGT 10 under Section 93 of Companies Act,
2013 during the financial year.
2.Company has not appointed Chief Financial Officer and Company
Secretary as per Section 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 per Clause 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 Listing Agreement with Stock Exchanges
8.Company has delayed to submit Financial Un-audited quarterly
results for the quarter ended 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 as follows:- 1. Due to the uncertainty of calculation of 2% of
the top 10 shareholders, we are not able 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 Company Secretary, The Board submits that the Company
has appointed Company Secretary in the meeting held on 14.08.2015.
3. As regards, appointment of Internal Auditor, The Board submits that
the Company has appointed 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 that the 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 the requirements have been complied by the company and
other compliance as needed to be done by 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 with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of business and
on arms' length basis and in accordance with the provisions of the
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 which qualify as material
transactions under the Listing Agreement and the Companies Act.
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, the Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.kabradrugsltd.com. The Policy intends to ensure that proper
reporting; approval and disclosure processes are in place for all
transactions between the Company and Related Parties. Therefore the
Company 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
loans, guarantees or investments under Section 186 of the Act as at end
of the Financial Year 2014-15 are attached as Note no. 12 of the
Financial Statements which forms part of this report.
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 employees of 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 Rule 5(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
with remuneration 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 earnings and outgo as stipulated under Section 134 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is
forming part of this report as Annexure - "E.
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, the Company has framed a Risk Management Policy to identify
and access the key business risk areas and to resolve the same risk for
smooth operations. A detailed exercise is being carried out at regular
intervals to identify, evaluate, manage and monitor all business risks.
The Board periodically reviews the risks and suggests steps to be 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 term
Internal Financial Control (IFC) means the policies and procedures
adopted by the company for ensuring the orderly and efficient conduct
of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Company has adequate system of internal controls to ensure that all
the assets are safeguarded and are productive. Necessary checks and
controls are in place to ensure that transactions are properly
verified, adequately authorized, 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) it has been observed that the Company has no Subsidiaries,
joint venture and any associate Company.
INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation for the co-operation
extended by bankers and various Government agencies. The Directors also
wish to thank the Shareholders, Employees, Customers and Suppliers for
their support and co-operation.
Place: Indore By order of Board
Date: August 14, 2015
FOR KABRA DRUGS LIMITED
SHRI SHYAM KABRA
CHAIRMAN CUM MANAGING DIRECTOR
DIN: 00760020
Registered Office:
26, Sector -"A, Sanwer Road,
Industrial Area,
Indore - 452 003 (M.P)
CIN: L02423MP1989PLC005438
E-mail: kabradrugs@rediffmail.com
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