Directors Report of Kabra Drugs Ltd.

Mar 31, 2024

Your directors here by present the 35^th Annual Report together with the Audited statements of Accounts for
the financial year ended on 31^st 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 14^th 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
02^nd 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 13^th 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

---

Mar 31, 2023

Your Directors here by present the 34^th Annual Report together with the Audited statements of Accounts for the financial year ended on 31^st 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 20^th 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

, , KABRA DRUGS LIMITED

Place: Indore

Date: 02/09/2023 ^Sd/-

KN. ANAND DIRECTOR

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Mar 31, 2015

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: [e-mail]

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25Th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2014:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Sales & Other Income 1142.11 1019.73

Total Expenditure 1094.50 971.96

Profit (loss) before depreciation, and tax 47.61 47.77

Less: Depreciation 26.33 26.17

Provision for Income Tax 12.63 6.76

Profit (Loss) after depreciation & tax 8.65 14.84

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 2014.

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. 1142.11 Lacs as compare to previous Year of Rs. 1019.73 Lacs. The Company has earned net Profit for the year Rs. 8.65 Lacs as compare to previous year figure of Rs.14.58 Lacs.

FIXED DEPOSIT

Your Company has not accepted any public deposit under Section 58A of the Companies Act, 1956 during the year.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahendra Singh Mandloi, will retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

AUDITORS

Messrs Agrawal Jhawar & Associates, Chartered Accountants, Indore, will retire at the conclusion of the ensuing Annual General Meeting. The Board proposes their re-appointment as Statutory Auditor to audit the accounts of the Company for the year 2014-15. You are requested to consider their re-appointment.

AUDITORS REPORT

The Notes to the Accounts, referred to in the Auditor''s Report, are self-explanatory and therefore, do not call for any further comments or explanations.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as per clause 49 of the Listing Agreements with Stock Exchanges. A detailed report on Corporate Governance is annexed to this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance has been obtained and is enclosed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

LISTING AGREEMENTS REQUIRMENTS:

Your Directors are pleased to announce that your Company has obtained trading approval of Equity shares of the Company at the Stock Exchange, Mumbai and started its trading w.e.f. 8th February 2012.

The company has obtained connectivity with Central Depository Services Limited (CDSL) and National Depository Services Limited (NSDL) to provide facilities to all members, investors and shareholders and to hold the shares in dematerialised form.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that -

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies as mentioned in the Annual Accounts 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on the going concern basis.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, natural calamities and such other risk considered by management of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE AND OUTGO

Information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure ''A'' forming part of this report. The energy conservation measures implemented during the year include installation of fan-less cooling towers, energy efficient pumps.

PARTICULARS OF EMPLOYEES

The particulars prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are not applicable in the case of any of the employees of the Company.

INDUSTRIAL RELATIONS

Relation between the Management and its employees have 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 received from Your Company''s 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 the Board Date: 21.05.2014

Registered Office: 26, Sector "A", Sanwer Road, Industrial Area, Indore - 452 003 (M.P) Chairman cum CIN: L02423MP1989PLC005438 Managing Director E-mail: [e-mail]

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Mar 31, 2010

The Directors have pleasure in presenting the 21 Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2010:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2009-2010 2008-2009

Sales & Other Income 371.47 244.06

Total Expenditure 319.05 192.88

Profit (loss) before depreciation, and tax 52.42 51.18

Less: Depreciation 35.20 38.72

Provision for Income Tax (1.09) (1.19) Provision for FBT (0.15)

Profit (Loss) after depreciation & tax 16.13 11.19

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 2010.

PERFORMANCE

Companys Overall Performance

During the year under review, your Company has received income from operations amounting to Rs.371.47 Lacs as compared to Rs.244.06 Lacs. Your Company has earned profit of Rs.16.13 lacs as compared to Profit /loss of Rs 11.19 Lacs in the previous year.

FIXED DEPOSIT

Your Company has not accepted any public deposit under Section 58A of the Companies Act, 1956 during the year.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Madhusudan Sharma, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

AUDITORS

Messrs Agrawal Jhavar Associates, Chartered Accountants, Indore, will retire at the conclusion of the ensuing Annual General Meeting. The Board proposes their re-appointment as Statutory Auditor to audit the accounts of the Company for the year 2010-11. You are requested to consider their re-appointment.

AUDITORS REPORT

The Notes to the Accounts, referred to in the Auditors Report, are self-explanatory and therefore, do not call for any further comments or explanations.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of corporate governance as per clause 49 of the Listing Agreements with Stock Exchanges. A detailed report on Corporate Governance is annexed to this Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance has been obtained and is enclosed with this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that -

(i) in the preparation of Annual Accounts, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies as mentioned in Schedule K of the Annual Accounts 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 at the end of the financial year and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE AND OUTGO

Information in accordance with the provision of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in annexure A forming part of this report. The energy conservation measures implemented during the year include installation of fan-less cooling towers, energy efficient pumps.

PARTICULARS OF EMPLOYEES

The particulars prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 are not applicable in the case of any of the employees of the Company.

INDUSTRIAL RELATIONS

Relation between the Management and its employees have 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 received from Your Companys bankers and various Government agencies. The Directors also wish to thank the Shareholders, Employees, Customers and Suppliers for their support and co-operation.

For and on behalf of the Board of Directors

Shyarn Kabra Chairman cum Managing Director

Indore Date-24.05.2010