kabra extrusion technik ltd Directors report

To,

The Members of

Kabra Extrusiontechnik Limited,

Mumbai

Your Directors are pleased to present the Fortieth Annual Report together with the Audited Financial Statements for the nancial year ended March 31, 2023.

1. Financial / Operational Performance: ( in Lakhs)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021 - 22	FY 2022-23	FY 2021 - 22
Revenue from operations	67,000.77	40,590.34	67,000.77	40,590.34
Other Income	317.34	224.91	317.34	224.91
Total income (A)	67,318.11	40,815.25	67,318.11	40,815.25
Expenses:
Cost of material consumed	49,210.23	28849.26	49,224.09	28,849.26
Changes in inventories of nished goods, stock-in- trade & work- in-progress	(583.14)	-1492.67	(607.14)	-1492.67
Employee bene ts expense	4,771.81	3786,69	4,771.81	3788.90
Finance Cost	906.14	267.50	906.14	267.50
Depreciation and amortisation expense	1,356.93	1124.49	1,362.16	1,124,88
Other Expenses	6,170.79	3,951.61	6,204.61	3,951.79
Total expenses (B)	61,832.76	36,486.89	61,861.67	36,489.66
Pro t / (Loss) before share in Pro t (Loss) of Joint Ventures /
	5,485.35	4,328.36	5,456.44	4,325.59
subsidiaries, exceptional items & tax (A - B)
Share of net pro t / (loss) of Associates and Joint Ventures
	-	-	(30.34)	24.63
accounted for using the equity method
Tax expenses:
Current Tax / Income Tax on Earlier Year	1426.42	1,288.68	1426.42	1,288.68
Deferred Tax	251.36	34.17	249.87	34.17
Pro t/(Loss) for the period	3,807.57	3,005.50	3,749.81	3,027.37

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

2. Dividend and Transfer to Reserves:

Your Directors are pleased to recommend a dividend @ 70 % i.e. Rs. 3.5 /- per equity share for the financial year 2022-23 subject to the Members approval (previous year Rs. 3 Per equity share i.e 60 %). The Board of Directors has decided to retain the entire amount of pro ts for FY 2022-23 in the pro t and loss account.

The dividend recommended is in accordance with the principles and criteria as set out in the

Dividend Distribution Policy. The Dividend Distribution Policy is placed on the Companys website at https://www.kolsite. com/pdf/dividend-distribution-policy.pdf.

3. Change in Share Capital

During FY 2022-23, the Company has converted 1508338 warrants into equity shares of Rs. 5 each on January 13, 2023. Post the allotment, the paid up capital of the Company has increased from Rs. 16,04,13,840/- (3,20,82,768 equity shares of face value of Rs. 5/- each fully paid up) to Rs. 16,79,55,530/- divided into 33,591,106 equity shares of face value of Rs. 5/- each fully paid up).

4. Directors & Key Managerial Personnel:

Mrs. Ekta A. Kabra (DIN: 07088898) retires by the rotation and being eligible, has offered herself for reappointment at the ensuing Annual General Meeting ("AGM").

Mr. Atanu Maity is appointed as Chief Executive Officer - Extrusion Division of the company w.e.f 10th May, 2022.

Mr. Shreevallabh G. Kabra is proposed to be re-appointed as Whole time director designated as the Executive Director of the company w.e.f 1st April, 2024 at the ensuing Annual General Meeting ("AGM").

Mr. Anand S. Kabra is proposed to be re-appointed as the Managing Director of the Company w.e.f 1st August 2023 at the ensuing Annual General Meeting ("AGM").

Board Performance evaluation:

A separate meeting of Independent Directors was held on January 19, 2023 in compliance of Regulation 25 of the Listing Regulations and Schedule IV to the Act, without the presence of Executive Directors. Performance of Non-Independent Directors, performance of the Board as a whole and of Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors and on the basis of evaluation criteria. Pursuant to the applicable provisions of the Act and the Listing Regulations, a formal annual performance evaluation, by the Board of its own performance & that of its Committees and individual Directors, including the Executive Chairman and the Independent Directors, was conducted based on the evaluation criteria and framework adopted by the Board and the Directors express their satisfaction with the evaluation process.

5. Independent Directors:

The Company has received declarations / con rmations from all the Independent Directors of the Company as required under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Quali cation of

Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances, which has a ected their status as Independent Directors. They are independent of the Management and are not related to any of the Directors or Key Managerial Personnel of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite skills, quali cations, experience, knowledge and ful l the conditions of independence as speci ed in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

The Familiarization Program for Independent Directors and details thereof are put up on the website of the Company at https://www.kolsite.com/pdf/familiarization-program-for-independent-director-for-fy-2022-2023.pdf

6. Directors Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, con rm that: i. in the preparation of annual accounts for the year ended March 31, 2023, the applicable Accounting Standards have been followed and no material departures had been made from the same; ii. they have selected such accounting policies and applied them consistently, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of a state of a airs of the Company as at March 31, 2023, and of the pro t of the Company for the said Financial Year; iii. they have taken proper and su cient 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; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and were operating e ectively; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e ectively.

The Board is of opinion that the Companys Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were e ective during the Financial Year 2022-23. These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and e ectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit ndings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their

Report. The Board of Directors con rm compliance with the Secretarial Standards issued by the Institute of Company

Secretaries of India.

7. Subsidiary / Associate Companies and Consolidated Financial Statements:

Kabra Mecanor Belling Technik Pvt. Ltd. is a subsidiary of the Company, engaged in the business of manufacturing belling machines and has reported sales revenue of NIL and other income of Rs.4.29 Lakhs. It has su ered loss of 8.12 Lakhs during the nancial year ended March 31, 2023 as compared to loss of 10.66 Lakhs in the previous year.

Penta Auto Feeding India Ltd. is an associate company within the meaning of Section 2(6) of the Companies Act, 2013, engaged in the business of manufacturing auto feeding systems and has reported sales revenue of 549.43 Lakhs as compared to 1290.15 Lakhs in the previous year and other income of 1.98 Lakhs. It has suffered loss of 49.38 Lakhs for the current year as compared to profit earned Rs. 64.26 Lakhs in the previous year.

Varos Technology Private Limited is the wholly owned subsidiary of the company engaged in the business of technology product and service provider in the field of Internet of things (IOT) that improve the life and performance of lithium-ion batteries and has reported Sales revenue of Rs. 43.37 Lakhs. It has suffered loss Rs. 27.41 lakh during the nancial year ended March 31, 2023 as compared to Rs. 7.10 Lakhs in previous year.

Kolsite Energy Private Limited became the wholly owned subsidiary of the company on March 08, 2023, engaged in the business of manufacturing, developing all kind of electronic and electrical product, machineries, equipment, instruments, systems, goods and appliances and has reported sales revenue of NIL. It has suffered loss Rs. 0.10 lakh during the nancial year ended March 31, 2023.

A statement containing the salient features of the nancial statements of associate company and subsidiary in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associate company, prepared in compliance with the Companies Act, 2013 and applicable Accounting Standards forms a part of this Annual Report. Separate audited

nancial statements of both the above companies are available onto website of the Company at: https://www.kolsite.com and hence are not annexed with this Annual Report. The same will be made available on email to any shareholder of the Company, on request.

The Company has adopted a policy for determining material subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations, which is uploaded at: https://www.kolsite.com/pdf/material-subsidiary-policy-2019.pdf The Company does not have any material subsidiary company.

8. Particulars of Loans, Guarantees or Investments:

The Company has given Inter- corporate loan to M/s. Varos Technology Private Limited (wholly owned Subsidiary) of Rs. 2 Crores. The existing loan has been converted into 20,00,000 unsecured zero-rated Compulsory Convertible Debentures (CCD) of Rs.10/- each. The details of Investments made during the year have been provided in this Annual Report.

9. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

10. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The details of the transactions with Related Parties are provided in the accompanying Financial Statements. The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board of Directors. It is uploaded on the Companys website at: https://www.kolsite.com/pdf/related-party-transaction-policy.pdf The Company has not entered into any material related party transaction during the year under review. Hence not required to provide details in Form AOC-2.

11. Risk Management:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identi ed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis and have also constituted the Risk Management Committee, its details are available in the Corporate Governance Report.

12. Signi cant and material orders:

No Signi cant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

13. Corporate Governance:

A separate section on Corporate Governance is included in this report together with Compliance Certi cate received from

M/s. A. G. Ogale & Co., Chartered Accountants, Statutory Auditors of the Company, which does not contain any qualification, reservation or adverse remark.

14. Meetings of the Board:

During the year under review, 5 (Five) meetings of the Board were held, as detailed in the Corporate Governance Report.

15. Committee Composition:

The composition of various Committees of the Board of Directors is provided in Corporate Governance Report. During the year, all recommendations made by the committees were approved by the Board.

16. Management Discussion and Analysis:

The Management Discussion and Analysis Report forms an integral part of this Report.

17. Measures for prevention of sexual harassment at work place:

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.

18. Statutory Auditors and their Report:

M/s. A. G. Ogale & Co, a rm of Chartered Accountants were appointed as the Statutory Auditors of the Company for one term of 5 ( ve) consecutive years to hold o ce from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting. The Company has received their eligibility certi cate subject to Section 139 and 141 of the Act and Rules made thereunder. Section 139(1) related to rati cation has been done away with vide noti cation dated May 07, 2018 issued by the Ministry of Corporate A airs.

There is no audit quali cation, reservation or adverse remark in their Report for the year under review. During the year, the Statutory Auditors have not reported any instances of fraud committed against the Company by its o cers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

19. Cost Auditors:

The company is required to make and maintain cost records for other machinery and Mechanical Appliances products as specified by the Central Government under section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required. M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting

Records in respect of the Financial Year 2022-23 and report thereon shall be nalized and led as statutorily provided. As per

Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, the Board of Directors of the

Company has appointed M/s. Urvashi Kamal Mehta & Co., a rm of Cost Accountants as the Cost Auditor for the Financial Year 2023-24 upon recommendation of the Audit Committee on proposed remuneration of 1, 32,000/- (Rupees One Lakh Thirty- Two Thousand only) plus applicable taxes, and out of pocket expenses, if any. The said remuneration is subject to the rati cation by the Members at the ensuing Annual General Meeting. The Members are requested to consider the ratification of the said proposed remuneration as per the resolution set out in the accompanying Notice of AGM.

20. Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Bhandari & Associates, a rm of

Company Secretaries in practice to undertake the audit of secretarial and related records for the Financial Year 2022-23. Their Report together with Secretarial Compliance Report pursuant to SEBI Listing Regulations are annexed as Annexure-2 to this Report. Regarding the Observations in the Report The Board would like to clarify that the Company has conducted a Stakeholders meeting in a Calendar year as defined in General Clauses act and there was delay of 4 days in transferring unspent CSR amount to the special Bank account due to exigencies on the part of the Bank in opening the Bank Account. The Board would ensure such instances are not repeated in future There is no other qualification, reservation or adverse remark in their report.

21. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. S. V. Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Companys website at: https://www.kolsite. com/pdf/ket-csr-policy.pdf Information on the CSR contribution has been provided in Annexure-3.

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4.

23. Policy on Directors appointment and remuneration:

Extract of Companys Policy on Directors appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations has been disclosed in Annexure-5 to this Report and the Policy is available on the Companys website at https://www.kolsite.com/code-and-policy.php. It is a rmed that the remuneration paid to the directors is as per the terms set out in the Nomination & Remuneration Policy of the Company.

24. Vigil Mechanism & Whistle Blower Policy:

The Company has framed a policy on Vigil Mechanism-Whistle Blower, enabling all the employees and other stakeholders of the Company to report any matter/activity on account of which the interest of the Company may be adversely a ected, as a Protected Disclosure. This Policy has been placed on the Companys website at: https://www.kolsite.com/pdf/vigil-mechanism-whistle-blower-policy.pdf No complaint has been received during the year under review.

25. Particulars of employees and remuneration:

The information required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-6.

26. Annual Return:

The Annual Return in Form No. MGT-7 has been placed on the Companys website at: https://www.kolsite.com/annual-general-meeting.php. And hence the extract thereof has been not been annexed herewith.

27. Business Responsibility Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report initiatives taken from the environmental, social and governance perspective in the prescribed format is available as a separate section of this Annual Report.

28. Other Disclosures:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and The requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

29. Acknowledgement:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

	For and on behalf of the Board
Place : Mumbai
Date : 10 May, 2023	(S. V. Kabra)
	Executive Chairman
	(DIN: 00015415)