Equity Analysis

<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 31^st March, 2023

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 Company’s website and can be viewed at www.kcl.net.in

SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st 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 31^st 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 Company’s 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:-

During the year no Nomination and Remuneration Committee meetings were held.

AUDIT COMMITTEE:

The composition of the Audit Committee is as follows:-

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 31^st 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 31^st 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:

• Mr. Rajesh Kumar Kabra, Managing Director had decided to waive their remuneration from 01^s1 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 31^st MARCH. 2023

A. List of top 10 Employees

*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 arm’s 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 31^s1 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 31^st 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 company’s 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 Company’s 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 43^rd 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 30^th May, 2022, 12^th August, 2022, 11* October, 2022, 14^th November, 2022 and 14^th 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.

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.