Directors Report of Kabra Commercial Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Thirty Third Annual Report and the Audited Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Amount in Rs.)

31.03.2015 31.03.2014

Profit for the year ended 12,967,388 3,577,809

Less : Provision for Taxation

Current Tax 2,293,000 480,000

Deferred Tax (Assets) 71,730 7,944

Tax in respect of earlier year 44,196 -

Profit for the year after tax 10,558,462 3,089,865

Add/(Less) : Transfer from/to 14,195,233 (617,973) Statutory Reserve

Add : Surplus as per last year 24,753,695 2,471,892

Surplus Carried to Balance Sheet 34,177,139 31,705,247

58,930,834 34,177,139

DIVIDENDS

Your Directors regret for not recommending Dividend on Equity Shares.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure to the Directors' Report.

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 per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the company, together with a certificate from the company's Auditors confirming compliance forms an integral part of this Report.

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 :

Sri Ramawtar Kabra, Director retires by rotation but being eligible offers himself for re-appointment. Sri Chandra Prakassh Kabra, Director retires by rotation but being eligible offers himself for re-appointment.

During the year Mr. Om Prakash Agarwal ( Pan No. ADAPA6569R) was appointed as a Chief Financial Officer (CFO) of the Company w.e.f. 14-11-2014.

During the year under review the members approved the appointment of Mr. Jagdish Prasad Kabra, Mr. Vinod Kumar Kothari and Mr. Vijay Kumar Parwal with effect from 29th September, 2014 as Independent Director who 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 under section 149(6) of the Act.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, 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 Committee and Nomination and Remuneration Committee.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY :

The Board of Directors of the company at their meeting held on 10th March, 2015 constituted a Nomination and Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on remuneration package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel. No meeting of the Nomination and Remuneration Committee was held during the year. The composition of the Nomination and Remuneration Committee is as follows:-

Name of the Committee Members Nature of Directorship Membership

Mr. Jagdish Prasad Kabra Non Exec- Independent Chairman

Mr. Vinod Kumar Kothari Non Exec- Independent Member

Mr. Chandra Prakassh Kabra Non Exec-Director Member

The Secretary of the company acts as the Secretary of the committee as well.

NUMBER OF MEETINGS OF THE BOARD :

The details of the number of meetings of the Board held during the Financial Year 2014 -15 forms part of the Corporate Governance Report.

AUDIT COMMITTEE :

Audit Committee was constituted on 14.08.2014 comprising Sri Rajesh Kumar Kabra, Executive Director as Chairman, Sri Jagdish Prasad Kabra and Sri Vijay Kumar Parwal, Independent Director as other members. It was reconstituted on 10th March, 2015 comprising Sri Jagdish Kumar Kabra, Non- Executive Independent Director as Chairman, Sri Vijay Kumar Parwal, Non-Executive Independent Director and Sri Rajesh Kumar Kabra, Executive Director as other members.All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed :

(a) That in the preparation of Annual Accounts, the applicable Accounting Standard has been followed alongwith proper explanations relating to material departures.

(b) That 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 at the end of financial year and the Statement of Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

(d) That the Directors have prepared the Annual Accounts on 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 were operating effectively.

(f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under :

Sl. Name of Director/ Remuneration % increase in No. KMP & Designation of Director/ Remuneration KMP for the in the Financial financial year 2014-15 year 2014-15

1. Rajesh Kumar Kabra 1320000 NIL Jt. Managing Director

2. Ramawtar Kabra 300000 NIL Jt. Managing Director

3. Shilpa Totla 269600 NIL Company Secretary

4. Om Prakash Agarwal 225697 N.A Chief Financial Officer

Sl. Name of Director/ Ratio of remuneration No. KMP & Designation of each Director/ to median remuneration of employees

1. Rajesh Kumar Kabra 5.92 Jt. Managing Director

2. Ramawtar Kabra 1.34 Jt. Managing Director

3. Shilpa Totla Not Applicable Company Secretary

4. Om Prakash Agarwal Not Applicable Chief Financial Officer

(ii) The median remuneration of employees of the Company during the financial year was Rs. 222649.

(iii) There were 4 permanent employees on the rolls of Company as on March 31, 2015;

(iv) Earning per share of the Company was 3.59 as at 31st March, 2015 and 1.05 as at 31st March, 2014.

(v) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(vi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable

(vii) 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

There is no employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules, 2014.

RELATED PARTY TRANSACTION :

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 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 COMPANY :

The Company has no Subsidiary, Associates or Joint Ventures.

LISTING OF COMPANY'S SHARES AT BOMBAY STOCK EXCHANGE :

Your directors have please to inform you that your company has made an application for listing of company's shares at Bombay Stock Exchange.

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, 2015 :

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.

PUBLIC DEPOSIT :

During the Year the Company has not accepted any Deposit from the Public, within the meaning of section 73 of the Companies Act, 2013.

PARTICULARS OF LOANS GIVEN,, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement. (Please refer to note no 8 and 13 of the financial statement.)

RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT :

The Board of Directors, during the year, constituted 'Risk Management Committee' as required under Paragraph (VI) of Clause 49 of the revised Listing Agreement with the Stock Exchange (s) 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

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.

All the Board of Directors and designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

During the year the company appointed Kshitiz & Co, Chartered Accountants, Kolkata as an Internal Auditor. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with Internal Auditor set up applicable control measures for the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES :

There are no material changes and commitments affecting the financial position of the company have occurred 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 S.C.SONI & CO., Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. 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 Mr. B.L.Patni, a Whole Time Company Secretary in Practice having Membership No. F2304, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

GENERAL

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.

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 of Directors For Kabra Commercial Limited RAJESH KUMAR KABRA Place : Kolkata Managing Director Date : 14th August, 2015 DIN No. : 00331305

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Mar 31, 2014

Dear Members,

Your Directors have pleasure in submitting the Thirty Second Annual Report and the Audited Accounts ot the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS 2014 2013 Rupees Rupees

Profit after Depreciation 3577809 3667794

Address): PROVISION FOR TAXATION

Currant Tax (460000) (505000)

Deferred Tax (7944) (487944) (0983)

PROFIT AFTER TAXATION 3089865 3172806

Less : I.T/FBT Adjustment - (21332) to readier year 3089865 3151474

Less: Transfer to Statutory Reserve 617973 630295

2471892 2521179

Add : Surplus as per Iast year 31705247 29184063

SURPLUS CARRIED TO BALANCE SHEET 34177139 31705247

Basic & Diluted Earnings per share 1,05 1.07

In view of smallness of Profit during the year no dividend is proposed.

DIRECTORS

Srrtt. Radhika Kabra (DIN : 00335944) the Directors of the Company relire from the Board by rotation being eligible offers herself for re-election.

Further, the Company is also placing proposals tor appointment of three existing independent directors namely Sri J, P. Kabra, Sri V. K. Kothart and Sri V. K. Parwal, as per Section 149 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder for five consecutive years tor a term up to March 31, 2019. In the opinion of the Board these directors fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder tor ihelr appointment as Independeni Directors of iriB Company and are independent of the management. The Board considers that their continued association would be Of Immense benefit to the Company and it is desirable to continue to avail valuable services of them as Independent Directors. Accordingly, the Board recommends their appointments at the ensuing Annual General Meeting for the approval by the members of the Company.

The necessary particulars, as required under clause 49 (vi) (a) of the listing agreement of Stock Exchange are given in Annexure attached herewith.

PERSONAL

None of the employees who fall within (he purview of section P17 (2a) on the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EAR NINGS AND OUTGOING

Your Company is engaged in trading in Coal and not engaged in any manufacturing activity and as such has no particulars to disclose under Ihe Companies (disclosure of particulars In the report of Board of Directors). Rules 1983, as regards conservations of energy or technology absorpiron. Further, during Ihe year under review there were no foreign exchange earnings, and foreign exchange out go.

DIRECTORS, RESPONSIBILITY STATEMENT:

As required under Section £17 (£AA) which was introduced by the Companies (Amendment} Act, 2000 your Directors confirm that :

1. In the preparation of I he annual accounts, the applicable accounting standards have been followed.

ii. The Directors had selected such accounting policies and applied them consistently and made judgements 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 on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities.

Iv. The Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/S- 5, C, Soni & Co, Chartered Accountants retire at I he forthcoming Annual General Meeting and being eligible offer themselves for re-appointment

Registered Office : BY ORDER OF THE BOARD 2. Braboume Hoad, RAJESH KUMAR KADRA Kolkata- 700 001. Managing Director Date : 14th August, 2014

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Mar 31, 2013

Dear Members,

The Directors have pleasure in submitting the Thirty First Annual Report and the Audited Accounts of the Company (or the year ended 31st March, 2013.

FINANCIAL RESULTS 2013 2012 Rupee Rupees

Profit after Depreciation 3687794 1262707

Add/(Less: PROVISION FOR TAXATION

Current Tax (505000) [32000)

Deterred Tax (9988) (514988) 10952

PROFIT AFTERTAXATION 3172806 1241659

Less: L.T/F8T Adjustment for earlier year (21332) (10651)

3151474 1225008

Less:Transform Statutory Reserve 630295 245000

2521179 980008

Add : Surplus as per last year 29184068 28204080

SURPLUS CARRIED TO BALANCE SHEET 31705247 29184068

Basic & Diluted Earnings per share 1.07 P 0.41 P

DIVIDEND

In view Of smallness of Profit during the year no dividend is proposed.

DIRECTORS

Sri Rajesh Kumar Kabra, and Sri Om Rrakash Kakani the Directors of the Company retire from the Board by rotation, being eligible offers themselves for re-election.

The necessary particulars as required under clause 49 (vi) (a) of the listing agreement of Stock Exchange are given in Annexure attached herewith,

PERSONAL

None of the employees who fall within the purview of section 217 (2a) of the Companies Act. 1956.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Your Company is engaged in trading in Coal and not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (disclosure of particulars In the report of Board of Directors). Rules 1995, as regards conservations of energy or technology absorption. Further, during the year under review there were no foreign exchange earnings, and foreign exchange out go,

DIRECTORS, RESPONSIBILITY STATEMENT :

As required under Section 2t7 (SAA) which was introduced by the Companies {Amendment] Act, 2000 your Directors confirm that:

i. In the preparation of the annual accounts, the applicatiB accounting standards have Seen followed.

ii. The Directors had selected such accounting polities anti applied them consistently and made judgements and estimates that are regain able and prudent so as to give a true and tail view of the state of affairs d the Company as on 31st March, 2013 anti of the profit of the Company for the year ended 31st March, 2013.

8. The Directors have taken proper and siiHksient care tor the matnlMance d adequate accounting fBCnrdg in accordance with the provisions d the Companies Ad, 1956 for safeguarding the assets or the Company and for preventing anti detecting fraud and ether Irregularities.

iv. The Directors have prepared me annual accounts on a going concern basis.

AUDITORS :

M/s. Soni Agal & Co. Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves far re-appointment.

Registered Office BY ORDER OF THE BOARD

2, BTidyHime Road. RAJESH KUMAR KABFLA Kolkata- 700 Dot. Managing Director Dale : 13th August. 2013

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Mar 31, 2011

Dear Members,

Your Directors have pleasure In submitting the Twenty Ninth Annual Report and the Audited Account: of the Company for the year ended 31st March. 2011.

FINANCIAL RESULTS 2011 2010

Rupees Rupees

Profit after Depricialton 11376710 4747352

Add / (Less) PROVISION FOR TAXATION

Current tax 2080000 (560000)

Deferred tax 7400 (2087400) (1481)

PROFIT AFTER TAXATION 9286310 4185871

Less : I T / FBT Adjustment for - (47672) earlier year 9288310 4138199

Less Transfer to Statutory Reserve 1858000 828000

7430310 3310199

Add Surplus as per last year 20550417 17240218

SURPLUS CARRIED TO BALANCE SHEET 27980727 20550417

Basic 8 Diluted Earnings per share 3.16 P 1,41P

In view of smallness of profit during the year no dividend is proposed.

DIRECTORS :

Sri Jagdish Prasad Kabra, Sri Vinod kumar Kothari and Sri Vi|ay Kumar Parwsi, the Directors of the Company retire from the Board by rotation, being eligible, offers himself for re-election

The necessary particulars as required under clause 49 (vi) (a) of the Listing Agreement of Stock Exchange are given in Annexure attached herewith

PERSONAL;

None of the employees who fall within the purview of Section 217 (2A) of the Companies Act 1956

CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Your Company is encaged in trading in Coal & Coke and not engaged in any manufacturnactivity and as such has no particulars to disclose under the Companies (Drsdcsure of Particulars in the Report of Board of Directors) Rules 1988. as regards conservations of energy or tecnnology absorption Further, during the year under review. there were no foreign exchange earning s and foreign exchange outgo is Rs.3,15,11,220/- (P.Y Nil) towards purchase and Rs Nil (PY Rs 5,4 7,333/-) to ards foreign travel Far KABRA COMMERCIAL LTD

As required under Section 217 (2AA) which was introduced by the Companies (Amendment) Act, 2000 your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the slate of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv) The Directors have prepared the annual accounts on a going concern basis

AUDITORS :

M/s Soni Agal & Co. Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment

BY ORDER OF THE BOARD

Registered Office : 2, Bra bourne Road Kolkata - 700001 RAJESH KUMAR HABRA 31 st May, 2011 Managing Director