Dear Shareholders,
Your Directors here by present the 34th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st March
2023.
OPERATIONS REVIEW:
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from Operations |
- |
- |
Other Income |
63,764 |
- |
Total Revenue |
63,764 |
- |
Total Expanses |
34,42,767 |
18,53,943 |
Profit Before Tax |
-33,79,003 |
-18,53,943 |
Tax |
0 |
0 |
Profit after Tax |
-33,79,003 |
-18,53,943 |
EPS |
-0.77 |
-0.42 |
DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses,
your 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 25.09.2023 to 30.09.2023 (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 PROTECTION FUND
("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. 4,38,86,000/- divided
into 4,38,86,00 equity shares of Rs 10/- each. There has been no change in the share
capital of 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 THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors' Report.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies 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 with
Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of
voting rights not exercised directly by the employees of the Company as the provisions of
the said section are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 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 on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
BOARD DIVERSITY
The Company recognizes that building a Board of diverse and inclusive culture is
integral to its success. The Board considers that its diversity, including gender
diversity, is a vital asset to the business.
The Board has adopted a Board diversity policy 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 the
website of the Company http://www.kabradrugs.com/
i) Whistle Blower Policy/ Vigil Mechanism
ii) Policy of Directors' Appointment and remuneration
iii) Policy on determining materiality of events
iv) Policy on documents preservation and archival
v) Nomination & Remuneration policy
vi) Policy on related party transactions
vii) Policy on sexual harassment of women at work place (prevention, prohibition and
redressal) Act 2013
viii) Corporate Social Responsibility Policy
ix) Policy on code of conduct for prevention of Insider Trading and Fair Disclosure of
unpublished Price Sensitive Information.
DISCLOSURE AS PER POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance for Sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of Sexual Harassment at work place in line
with the requirements of the Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder which has been made
available on the Company's website (www.kabradrugs.com).
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
During the financial year, there was one meeting of the Committee.
Your directors state that during the year under review, there was no case filed
pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013
HUMAN RESOURCES:
The Company believes that human capital is its biggest asset and immensely values its
human resources. The Company acknowledges that employee participation and involvement is
the key to sustained growth and hence encourages various measures to promote the same. The
Company is of the opinion that motivated employees are very crucial to the growth of the
organization and hence puts in a lot of emphasis on promoting employee engagement at all
levels.
RISK MANAGEMENT:
The Company has developed and implemented a Risk Management Policy. The policy
identifies the threat of such events as "Risks", which if occurred will
adversely affect value to shareholders, ability of Company to achieve objectives, ability
to 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 assessment,
mitigation measures, monitoring and reporting. While the Company, through its employees
and Executive Management, continuously assess the identified Risks, the Audit Committee
reviews 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 and
complexity of its operations. The Company has an Internal Audit department with adequate
experience and expertise in internal controls, operating system and procedures. The system
is supported by documented policies, guidelines and procedures to monitor business and
operational performance which are aimed at ensuring business integrity and promoting
operational efficiency.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review of the company at present Board comprise following
directors:
Sr. no |
Name |
Designation |
1 |
Mr. Bangalore Venkatakrishnappa Ananth Kumar |
Chief Financial Officer & Whole Time Director |
2 |
Mrs. Ananthkumar Shilpa |
Independent Woman Director |
3 |
Mr. Kuniamuthur Nanjappan Anand |
Non-Executive Independent Director |
4 |
Mrs. A Anitha |
Independent Director |
5 |
Mrs.Monika Nishant lal Sanwal |
Company Secretary and Compliance Officer |
6 |
Ms. Nidhi Mahajan |
Company Secretary & Compliance Officer (Resigned- 14/07/2022) |
7 |
Mr. Ramachandran Muralidharan |
Independent Non-Executive Director (Resigned on 02.11.2022) |
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid 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 Year
202223 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 and
attendance 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, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information 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 each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 20th November 2021, without the attendance of
Non-Independent Directors and members of Management.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying it in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarize with the
Company's procedures and practices. The Company has through presentations, at regular
intervals, familiarized and updated the Independent Directors with the strategy,
operations 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, Mumbai
retiring statutory auditor be and are hereby re appointed as the Statutory Auditors of the
Company to hold office from the conclusion this AGM until the conclusion of the AGM to be
held in the year of 2022, for period of 3 years at such remuneration and out of pocket
expenses, as may be decided by the Board of Directors of the Company on the recommendation
of the Audit Committee.
The observations made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are self-explanatory and do not call for any
further 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 has
appointed Mrs. N.SRIVIDHYA, Company Secretary in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD: -
Sr.No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
a) |
Acknowledgment 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 acknowledgments 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) |
The company has not maintained the attendance register for Board and
committee meeting |
The company will take necessary steps to maintain the attendance
register for board and committee meetings. |
e) |
Statutory Registrar as per companies Act 2013 is yet to be updated. |
The company will take necessary steps to update Statutory Register as
per companies Act 2013. |
f) |
The company has not followed the Secretarial Standards |
The company will ensure to update the same. |
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act,
2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules,
2014, in the prescribed Form 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 and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing 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 Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions 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, is
not required to be given as there were no employees coming within the purview of this
section.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors had adopted a Code of Conduct for the Board Members and
employees of the Company. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to the
Code by all concerned and is available on the Company's website .
The Code lays down the standard of conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year was Rs. Nil.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER 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 in
the Board's Report the ratio of the remuneration of each director to the permanent
employee's remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
|
For and on Behalf of the Board |
Place: Indore |
KABRA DRUGS LIMITED |
Date: 02/09/2023 |
Sd/- |
|
KN. ANAND |
|
DIRECTOR |
|