<dhhead>DIRECTORS REPORT </dhhead>
To
The Members
Kabra Commercial Limited
Your Directors have the pleasure in presenting their Forty First
Annual Report on the business and operations of your Company together with the audited
financial statements of the Company for the year ended 31st March, 2023
FINANCIAL PERFORMANCE: |
31.03.2023 |
31.03.2022 |
Profit for the year ended |
15947695 |
8072454 |
Extraordinary item |
|
|
Balance Written off |
|
|
Profit before Tax |
15947695 |
8072454 |
Tax expenses : |
|
|
Current Tax |
2702279 |
1460000 |
Deferred Tax |
43933 |
95806 |
Profit for the year |
13289349 |
6708260 |
Add/(Less): Transfer from/to Statutory Reserve |
- |
- |
|
13289349 |
6708260 |
Add: Adjustments of Income Tax |
- |
325680 |
Add: Surplus as per last year |
101895303 |
94861363 |
SURPLUS CARRIED TO BALANCE SHEET |
115184652 |
101895303 |
DIVIDEND:
Your Directors regret for not recommending Dividend on Equity
Shares for the financial year 2022-23.
DEPOSITS:
During the year under review, the Company has not accepted
deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013
and the Rules framed thereunder.
ANNUAL RETURN:
Annual Return i.e. Form MGT-7 will be uploaded on the Companys
website and can be viewed at www.kcl.net.in
SHARE CAPITAL:
The paid up Equity Share Capital as at 31st March,
2023 stood at Rs. 2.94 crores. During the year under review, the Company has not issued
shares with differential voting rights nor has granted any stock options or sweat equity.
As on 31st March, 2023, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.
FINANCIAL STATEMENTS:
The Company has prepared its financial statements as per IND AS
requirement for the financial year 2022 -23. The estimates and judgements relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Companys
state of affairs, profits and cash flows for the year ended 3131 March, 2023.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year 2022-23 and the date of this Report.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the
Company during the financial year 2022-23.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars in respect of conservation of energy and
technology absorption are not applicable during the year under review. There is no earning
and outgo in Foreign Exchange.
RESEARCH & DEVELOPMENT:
The Company has not incurred any sum in respect of Research
& Development for any of its activity.
CORPORATE GOVERNANCE:
As the paid up capital of the Company is less than Rupees Ten
crores and its Reserves are less than Rupees Twenty five crores, hence provisions relating
to Corporate Governance are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to adapt Corporate Social
Responsibility Policy and to incur expenditure on it.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
Retirement by Rotation
Mr. Chandra Prakassh Kabra, (DIN No. 00338838) Director retires
by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Key Managerial Personnel (KMP)
The following are the Key Managerial Personnel of the Company:
1. Mr Rajesh Kumar Kabra - Managing Director
2. Mr. Om Prakash Agarwal - Chief Financial Officer
3. Ms. Apeksha Agiwal - Company Secretary
None of the Directors / KMP has resigned during the year 2022 -
23,
DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Vijay Kumar Parwal and Mr, Jagdish Prasad Kabra are
Independent Directors on the Board of the Company. The Independent Directors hold office
for a fixed term of five years and are not liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of Independence as
prescribed both under the Companies Act, 2013 and SEBI ( Listing Obligations and
Disclosure Requirements ) Regulations, 2015.
BOARD EVALUATION
The Board has carried out an annual evaluation of its own
performance, the Directors individually as well as the evaluation of the functioning of
various Committees. The Independent Directors also carried out the evaluation of the
Chairman and the Non-Independent Directors.
CRITERIA FOR EVALUATION OF DIRECTORS:
For the purpose of proper evaluation, the Directors of the
Company have been divided into 3 (three) categories i.e. Independent, Non-Independent
& Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement
strategic planning and vision, team spirit and consensus building, effective leadership,
domain knowledge, management qualities, team work abilities, result / achievements,
understanding and awareness, motivation / commitment / diligence, integrity / ethics /
values and openness / receptivity.
NOMINATION AND REMUNERATION POLICY:
The composition of the Nomination and Remuneration Committee is
as follows:-
Name of the Committee Members |
Nature of Directorship |
Membership |
Mr. Jagadish Prasad Kabra |
Non-Executive Independent Director |
Chairman |
Mr. Vijay Kumar Parwa! |
Non-Executive Independent Director |
Member |
Mr. Chandra Prakash Kabra |
Non Executive Director |
Member |
During the year no Nomination and Remuneration Committee
meetings were held.
AUDIT COMMITTEE:
The composition of the Audit Committee is as follows:-
Name of the Committee Members |
Nature of Directorship |
Membership |
Mr. Vijay Kumar Parwal |
Non-Executive Independent Director |
Chairman |
Mr. Jagadish Prasad Kabra |
Non-Executive Independent Director |
Member |
Mr. Rajesh Kumar Kabra |
Executive Director |
Member |
During the year 4 (Four) Audit Committee meetings were held on
30-05-2022, 12-08-2022, 14-11-2022 and 14-02-2023.
The Board of Directors has accepted all the recommendations of
Audit Committee.
NUMBER OF BOARD MEETINGS;
During the year, 5 (Five) Board Meetings were convened and held
on 30-05-2022, 12-08-2022, 11-10-2022, 14-11-2022 and 14-02-2023, The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 (Act).
DIRECTORS RESPONSIBILITY STATEMENT:
As required by Section I34(3)(c) ofthe Companies Act, 2013 your
Directors state that:
(a) in the preparation of the annual accounts for the year ended
31st March, 2023, the applicable accounting standards have been followed with
proper explanation relating to material departures, if any;.
(b) the accounting policies adopted in the preparation of the
annual accounts have been applied consistently except as otherwise stated in the Notes to
Financial Statements and reasonable and prudent judgments and estimates have been made so
as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year 2022-23 and of the profit for the year ended 3131 March, 2023;.
(c) proper and sufficient care has been taken 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 frauds and other irregularities.
(d) the annual accounts for the year ended 31st
March, 2023, have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and
that the financial controls were adequate and were operating effectively;
(f) that system to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER
SECTION
197(121 OF THE COMPANIES ACT. 2013 READ WITH RULE 5(11 OF
THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNELS RULES. 2014.
(i) The percentage increase in remuneration of each Director and
Chief Financial Officer during the financial year 2022-23, ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the financial
year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as under:
SI. Name of Director/ No. KMP & Designation |
Remuneration of Director/ KMP for the financial year 2022-23 |
% increase in Remuneration
in the Financial year 202223 |
Ratio of remuneration of each Director/ to median
remuneration of employees |
I. Rajesh Kumar Kabra Managing Director |
NIL* |
NIL |
Not Applicable |
2. Ramawtar Kabra Director |
NIL |
NIL |
Not Applicable |
3. Radhika Kabra Director |
NIL |
NIL |
Not Applicable |
4. Chandra Prakassh Kabra Director |
NIL |
NIL |
Not Applicable |
5. Vijay Kumar Parwal Independent Director |
NIL |
NIL |
Not Applicable |
6. Jagdish Prasad Kabra Independent Director |
NIL |
NIL |
Not Applicable |
7. Om Prakash Agarwal Chief Financial Officer |
1348878 |
N.A |
Not Applicable |
8. Apeksha Agiwal Company Secretary |
180000 |
NIL |
Not Applicable |
Mr. Rajesh Kumar Kabra, Managing Director had decided to
waive their remuneration from 01s1 December, 2015 till the remaining tenure of
their appointment.
(ii) The median remuneration of employees of the Company during
the financial year was Rs. 185989 /-.
(iii) There were 5 permanent employees on the rolls of Company
as on March 31, 2023;
(iv) It is hereby affirmed that the remuneration paid is as per
the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
The required details are provided as below:
INFORMATION AS PER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(2) & 5(3) OF
THE COMPANIES ( APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND
FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH.
2023
A. List of top 10 Employees
Name of the Employee |
Designation |
Remuneration Received * 31-032023 |
Nature of Employment, whether contractual or otherwise |
Qualifications and Experience |
Date of commence of employment |
Age (years) |
Last employment held before joining the Company |
Name of the Director of the Company who is relative |
Mr. Om Prakash Agarwal |
Chief Financial Officer |
1348878 |
Contractual |
B.Com 37 yrs |
14.11.2014 |
61 |
Coalsale Company Limited & Rajesh Manish Associates Pvt.
Ltd. |
NONE |
Mr. Kaustav Kumar Niyogi |
Back Office Executive |
185989 |
Contractual |
B. Com 6 yrs. |
01.01.2017 |
36 |
oNormal
style=margin-top:3.0pt;margin-right:0in;margin-bottom:
3.0pt;margin-left:0in>NIL |
NONE |
Mr. Sami ran Ghosh |
Manager Computer |
236000 |
Contractual |
B.Com 10 yrs |
01.04.2013 |
39 |
NIL |
NONE |
Ms. Apeksha Agiwal |
Company Secretary |
180000 |
Contractual |
CS 5 yrs |
14.08.2018 |
38 |
NIL |
NONE |
Mrs. Esani Paul Chowdhuri |
Executive Assistant ( Operation) |
15600 Only 26 days |
Contractual |
B.Com 5 yrs |
01.11.2021 |
29 |
NIL |
NONE |
*Remuneration includes salary , allowances, bonus and value of
certain perquisites evaluated on the basis of Income Tax Act and Rules.
B. There is no employee employed throughout the financial year
who was in receipt of remuneration in excess of one crore and two lacs rupees per annum.
C. There is no employee employed for a part of the
financial year who was in receipt of remuneration in excess of eight lacs and fifty
thousand rupees per annum.
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,
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required under Regulation
34(2) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,
2015.forms an integral part of this Annual Report.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into dining the
financial year were on arms length basis and were in the ordinary course of
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. Your Directors draw
attention of the members to Notes to the financial statement which sets out related party
disclosures.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY
The Company does not has any subsidiary/associates / joint
venture company during the year ended 31s1 March, 2023.
LISTING AGREEMENT
The Company is listed with both the Calcutta Stock Exchange
Limited and Bombay Stock Exchange Limited. Bombay Stock Exchange Limited Scrip Code
539393 Calcutta Sock Exchange Limited - Scrip Code 21038
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to
directors and management personnel of the Company, The Company believes in conducting
business in accordance with the highest standards of business ethics and complying with
applicable laws, rules and regulations.
The Code lays down the standard procedure of business conduct
which is expected to be followed by the directors and management personnel in their
business dealings and in particular on matters relating integrity in the work place, in
business practices and complying with applicable laws etc.
All the directors and management personnel have submitted
declaration confirming compliance with the code.
ISSUE OF SHARES:
During the Financial year ended 31st March, 2023:
i) The Company has not granted any Employees Stock Option.
ii) The Company has not issued any Sweat Equity Shares.
iii) The Company has not issued any equity shares with
differential rights.
iv) The Company has not allotted any bonus shares during the
year.
PUBLIC ISSUE:
During the year under review your Company has not issued any
securities to the public.
RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT:
The Board of Directors, during the year, constituted Risk
Management Committee for laying down risk assessment at minimization procedures. A
Risk Management Plan has been devised which is monitored and reviewed by this Committee.
The Risk Management Committee comprises of Sri Rajesh Kumar Kabra, Chairman, Sri Jagadish
Prasad Kabra and Sri Chandra Prakassh Kabra
During the year no Risk Management Committee meetings were
held,.
VIGIL MECHANISMAVHISTLE BLOWER POLICY:
The Company has framed a Vigil Mechanism / Whistle Blower Policy
to deal with unethical behavior, actual or suspected fraud or violation of the companys
code of conduct or ethics policy, if any. The Vigil Mechanism / Whistle Blower Policy has
also been uploaded on the website of the Company.
SECRETARIAL STANDARDS:
The applicable Secretarial Standards i.e. SS-1 and SS-2,
relating to "Meetings of the Board of Directors" and General Meetings,
respectively, have been duly followed by the Company.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Companys shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed,
AH the Board of Directors and designated employees have
confirmed compliance with the Code. MATERIAL CHANGES
There are no material changes and commitments affecting the
financial position of the company have occured between the date financial year of the
Company and date of the report. There is no change in the nature of business of the
Company.
STATUTORY AUDITORS:
M/s Ranjit Jain & Co, Chartered Accountants (FRN 322505E)
were appointed as Auditors of the Company for a period of 4 years at the Annual General
Meeting held on 06.09,2021 to hold office till the conclusion of the 43rd
Annual General Meeting to be held on 2025. They have confirmed that they are not
disqualified to continue as Auditors. 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
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Board has appointed Mrs. Dipika Jain, a Whole Time Company Secretary in Practice having
Membership No. F50343, to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year ended March 31, 2023 is annexed to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESS AL1 ACT. 2013
Your Director further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
MEETING. ATTENDANCE OF BOARD MEETING AND ANNUAL GENERAL
MEETING
During the year 5 (Five) meeting of the Board of Directors were
held i.e. on 30th May, 2022, 12th August, 2022, 11* October, 2022,
14th November, 2022 and 14th February, 2023. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 (
Act ). Annual General Meeting was held on 19-09-2022.
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Attendance Particulars |
Directorships in other public limited companies |
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Committees in which Chairman/Member of other public limited
companies |
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1 Name of Director |
DIN |
Board Meetings |
AG M |
Chairman |
Director |
Chairman |
Member |
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Listed |
Unlisted |
Listed |
Unlisted |
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Promoter Executive Directors |
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Mr. Rajesh Kr. Kabra |
00331305 |
3 |
YES |
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2 |
1 |
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2 |
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Mr. Ramawtar Kabra |
00341280 |
5 |
YES |
2 |
1 |
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Promoter Non-Executive Directors |
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Mr. Chandra Prakassh Kabra |
00338838 |
5 |
YES |
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2 |
1 |
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Mrs. Radhika Kabra |
00335944 |
2 |
No |
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1 |
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Independent Non-Executive Directors |
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Mr, Jagdish Prasad Kabra |
00482014 |
5 |
No |
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2 |
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2 |
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Mr. Vijay Kr. Parwal |
00339266 |
5 |
YES |
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2 |
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2 |
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APPRECIATION
For and on behalf of the Board, the Directors wish to place on
record their sincere appreciation for the positive co-operation received from Banks, SEBI,
Shareholders, and all the staffs of the Company during the year.
For and on behalf of the Board |
Rajesh Kumar Kabra |
Managing Director |
Din No. 00331305 |
Place: Kolkata |
Dated: 14th August, 2023 |
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