Your directors here by present the 35th Annual Report together with the Audited statements of Accounts for
the financial year ended on 31st March 2024.
OPERATIONS REVIEW:
|
Particulars
|
F.Y. 2023-24
|
F.Y. 2022-23
|
|
Revenue from Operations
|
-
|
-
|
|
Other Income
|
-
|
0.64
|
|
T otal Revenue
|
-
|
0.64
|
|
Total Expenses
|
73.61
|
34.43
|
|
Profit Before Tax
|
(73.61)
|
(33.79)
|
|
Tax
|
-
|
-
|
|
Profit after T ax
|
(73.61)
|
(33.79)
|
|
EPS
|
(1.68)
|
(0.77)
|
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 24.09.2024 to 30.09.2024 (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:
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 and ; Remuneration policy
vi) Policy on related party transactions
vii) Policy on sexual harassment of women at workplace (prevention, prohibition
and redressal) Act 2013
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.
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:
In accordance with the provisions of Section 152 of the Companies Act, Mr. Bangalore Venkata Krishnappa
Ananth Kumar (DIN: 08644948), Whole-Time Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board
recommends his reappointment. The resolution for his re-appointment is incorporated in the Notice of the
ensuing Annual General Meeting.
After the closure of the financial year, in the Board Meeting held on 14th August 2024, Mr. N. Aravind
(DIN: 01895602) appointed as an Additional Director designated as the Managing Director of the Company
subject to the approval of his appointment by the members in the general meeting. The Board recommends
his appointment as the Managing Director. The resolution for his appointment is incorporated in the Notice
of the ensuing Annual General Meeting.
On the re-commendation of the Nomination and Remuneration committee, in the Board Meeting held on
02nd September 2024, and subject to the approval of the members in the general meeting, Mr. Kuniamuthur
Nanjappan Anand (DIN: 03230186), who was appointed as Non-Executive Independent Director in year
2022, be and is hereby appointed as the executive director of the company liable to be retire by rotation.
The resolution for his change in designation is incorporated in the Notice of the ensuing Annual General
Meeting.
During the year under review, there have been no circumstances affecting their status as independent
directors of the Company. No Director of the Company is disqualified under any law to act as a director.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred
by them for the purpose of attending meetings of the
Board/ Committee of the Company.
Considering the above changes, following is the composition of the Board of the Company.
|
Sr.
No
|
Name of the Directors
|
Designation
|
Date of Appointment
|
|
1.
|
BANGALORE
VENKATAKRISHNAPPA
ANANTH KUMAR
|
Chief Financial Officer & Whole
Time Director
|
29/01/2020
|
|
2.
|
KUNIAMUTHUR NANJAPPAN
ANAND
|
Executive Director
|
02/09/2024
|
|
3.
|
ANANTHKUMAR SHILPA
|
Independent Woman Director
|
19/02/2020
|
|
4.
|
ANAND ANITHA
|
Independent Director
|
14/07/2022
|
|
5.
|
N. ARAVIND
|
Managing Director
|
14/08/2024
|
|
6.
|
MONIKA SANWAL
|
Company Secretary & Compliance
Officer
|
14/07/2022
|
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:
During the financial Year 2023-2024, the Board met seven (7) times. The details of the number of meetings
of the Board held during the Financial Year 2023-24 and the attendance of the Directors is enshrined below:
|
Sr. No
|
Date of the Board Meeting
|
Number of Directors present
|
|
1
|
30/05/2023
|
4
|
|
2
|
14/08/2023
|
4
|
|
3
|
02/09/2023
|
4
|
|
4
|
13/11/2023
|
4
|
|
5
|
15/12/2023
|
4
|
|
6
|
23/01/2023
|
4
|
|
7
|
14/02/2024
|
4
|
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 below:
1. The Audit Committee of the Company constituted comprises of Three Directors being Mr. B V Anatha
Kumar, Mr. K N Anand and Mrs. A. Anitha. During the year, the audit committee met 4 times i.e
30.05.2023, 14.08.2023, 13.11.2023, and 23.01.2024 with the attendance of the members as under: -
|
Name of the member
|
No of meetings attended
|
| |
Held
|
Attended
|
| |
|
|
Mr. B V Anatha Kumar
|
4
|
4
|
|
Mr. K N Anand
|
4
|
4
|
|
Mrs. A. Anitha
|
4
|
4
|
2. Nomination and Remuneration Committee constituted comprises of Three Directors being Mr. B V Anatha
Kumar, Mr. KN. Anand, Mrs. A. Anitha. During the year, the Nomination & remuneration committee met 4
times i.e 30.05.2023, 14.08.2023 13.11.2023, and 23.01.2024 with the attendance of the members as under:
|
Name of the member
|
No of meetings attended
|
| |
Held
|
Attended
|
| |
|
|
|
Mr. B V Anatha Kumar
|
4
|
4
|
|
Mr. K N Anand
|
4
|
4
|
|
Mrs. A. Anitha
|
4
|
4
|
3. 'Stakeholders Relationship Committee- The Board of Directors of the Company has set up 'Stakeholders
Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013.
The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues
relating to shareholders grievances pertaining to transfer of shares, non-receipt of declared dividends, non¬
receipt of Annual Report, issues concerning de-materialization etc.
This committee comprised of Three Directors being Mr. B V Anatha Kumar, Mr. KN.Anand and Mrs. A.
Anitha. During the year, Two committee meeting held on 13.11.2023, and 23.01.2024 respectively all
committee members present at the meeting.
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 13th November 2023, 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 PPN and Company Chartered Accountants, (FRN:013623S) appointed as the Statutory Auditors of the
Company in place of the retiring Statutory Auditors M/s. Rishi Sekhri & Associates., Chartered
Accountants, for an initial term of five consecutive years and who shall hold office from the conclusion of
this 35th Annual General Meeting till the conclusion of 40th Annual General Meeting to be held in the
financial year 2028-29 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. Anshu Chouhan &
Associates, 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
|
Sr.
No.
|
Qualifications made by
Secretarial Auditor
|
Explanations by the Board
|
|
a)
|
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.
|
|
b)
|
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.
|
|
c)
|
Statutory Registrar as
|
per
|
The company will take necessary steps to update
|
| |
companies Act 2013
is yet to be updated.
|
|
Statutory Register as per companies Act 2013.
|
ANNUAL RETURN:
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return for the financial year 2022-2023 will
be made available on the Company’s website once filed with Registrar of Companies and can be viewed
at the below mentioned link: https://www.kabradrugs.com/.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
As per the SEBI (Listing Obligations and Disclosures Requirements), 2015, introduced pursuant to SEBI
Notification No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2, 2015, which became effective
from December 1, 2015 read with Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosures
Requirements), 2015, Regulation 27(2)(a) is applicable to only those listed entities having paid-up Equity
Share Capital exceeding Rs. 10 Crores and Net Worth exceeding Rs. 25 Crores.
In light of the same the Company has informed BSE Limited regarding the non-applicability of
Regulation 27(2) (a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
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 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.
MAINTENANCE OF COST RECORDS
The provisions pertaining to maintenance of cost records as specified by the Central Government under
subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2023-24, the Company has neither taken any loan nor done any settlement with its
Bankers.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.
COURTS AND TRIBUNALS:
During the reporting period, no significant and material order has been passed by the regulators, courts,
tribunals impacting the going concern status and Company’s operations in future.
ACKNOWLEDGMENT:
Your directors would like to express their sincere appreciation for the assistance and co-operation 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.
By the Order of the Board
Kabra Drugs Limited
Sd/-
KN.ANAND
Director
DIN: 03230186
Indore
02.09.2024
|