Dear Members,
Your directors take pleasure in presenting the 35th (Thirty Fifth) Annual Report on the
business and operations of your Company, together with the Audited Financial Statements
for the financial year ended 31st March, 2025:
1. FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
|
2024-2025 |
2023-2024 |
| Turnover |
11423.10 |
10888.09 |
| Profit before Finance Charges and Depreciation (PBDIT) |
1196.51 |
519.13 |
| Finance Charges |
358.62 |
349.59 |
| Depreciation |
644.03 |
562.07 |
| Profit/Loss before Tax (PBT) |
193.86 |
(392.53) |
| Taxes: |
|
|
| Current year tax |
30.19 |
- |
| Deferred Tax |
82.68 |
98.62 |
| Net Profit/ (Loss) after Tax (PAT) |
80.99 |
(491.15) |
2. BUSINESS OPERATIONS
During the year under review, your Company achieved production of 15280 MT as compared
to 15654 MT in the previous year. The turnover of the Company has increased to ' 11423.10
Lakhs during the year 2024-25 against '10888.09 Lakhs during the previous year, recording
an appreciation in turnover by 4.91%. Also, there was a net profit before Tax of '193.86
lakhs during the year 2024-25 against the net loss of '392.53 lakhs during the year
2023-24.
The operational performance during the year and the future outlook of the Company have
been comprehensively covered in the Management Discussion and Analysis Report, which is
provided as a separate section in the Annual Report.
3. DIVIDEND
Keeping in mind the overall performance and outlook for your company, your Board of
Directors has not declared dividends for the FY 2024-25, as the company requires funds for
its business expansion. There is no balance lying in the unpaid equity dividend account.
4. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In accordance with Section 152(6) of the Companies Act, 2013, read with the Articles of
Association of the company, Mr. Siddhant Kothari (DIN: 08620559), Whole-Time Director of
the Company, is liable to retire by rotation and, being eligible, has offered himself for
re-appointment at the ensuing Annual General Meeting.
Re-appointment of Whole-time Director
Mr. Siddhant Kothari (DIN: 08620559) was appointed as the Whole-time Director of the
Company for a period of five (5) years with effect from August 29, 2020. The present term
of Mr. Siddhant Kothari is up to August 28, 2025. The Board of Directors of the Company at
their meeting held on August 13, 2025, based on the recommendation of the Nomination and
Remuneration Committee and subject to the approval of the Members of the Company, has
reappointed Mr. Siddhant Kothari as the Wholetime Director of the Company for a further
period commencing from August 29, 2025 to March 31, 2030. The resolutions seeking Members'
approval for the above re-appointment of Director, along with the disclosures required
pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on
General Meetings, form part of the Notice of the ensuing 35th AGM.
Resignation of Independent Director
The Board of Directors informs the Members that Dr. Rajiv Agarwal (DIN: 07079724),
Independent Director of the Company, has resigned from the Board with effect from August
13, 2025, due to pre-occupation and other professional commitments. Pursuant to the
provisions of Section 168 of the Companies Act, 2013, and the applicable rules made
thereunder, the necessary filings shall be made with the Registrar of Companies in due
course. The Company has also received a confirmation from Dr. Rajiv Agarwal that there are
no other material reasons for the resignation other than those stated in the resignation
letter.
The Board places on record its sincere appreciation for the valuable contributions and
guidance extended by Dr. Rajiv Agarwal during his tenure as an Independent Director of the
Company.
Appointment of Independent Director
The Board of Directors, based on the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Varun Kumar (DIN: 05202005) as an Additional Non-Executive
Director (Independent Category) of the Company with effect from August 13, 2025, in
accordance with the provisions of Section 161(1) of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Varun Kumar shall hold office as an Additional Director until the conclusion of the
forthcoming Annual General Meeting. The Board proposes the appointment of Mr. Varun Kumar
as an Independent Director for a term of five (5) consecutive years from August 13, 2025,
up to August 12, 2030 (both days inclusive), and a resolution seeking shareholders'
approval for the same is being placed in the notice of the Annual General Meeting
scheduled to be held on September 30, 2025.
In the opinion of the Board, Mr. Varun Kumar fulfills the conditions for independence
as specified under the Companies Act, 2013, and the SEBI Listing Regulations, and is
independent of the management.
Brief resumes of Mr. Siddhant Kothari and Mr. Varun Kumar, nature of their expertise in
specific functional areas, and the name of the companies in which they hold the
Directorship, as stipulated under SEBI (LODR) Regulations, are given in the notice
convening the Annual General Meeting. The Board recommends their appointment as such.
The Independent Directors have submitted their declaration that they fulfill the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, as applicable.
5. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Internal control systems of the Company are commensurate with its size and the nature
of its operations. The Company's internal control systems include policies and procedures,
IT systems, delegation of authority, segregation of duties, internal audit and review
framework, etc. Clearly defined roles and responsibilities have been institutionalized,
and systems and procedures are periodically reviewed to keep pace with the growing size
and complexity of the Company's operations. Controls were tested during the year under
review, and no reportable material weakness in the operations or in the design was
observed. These controls are periodically reviewed by the management to ensure that they
remain updated to the changes in the environment.
6. DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on an accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Act, and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the
Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, and
relevant amendment rules issued thereafter.
Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of
their knowledge and ability hereby report:
i. that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii. that the directors have selected accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the company at the end of the financial year 2024-25, and
of the profit and loss of the Company;
iii. that 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;
iv. that the directors had prepared the annual accounts on a going concern basis;
v. that the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
vi. that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
7. CERTIFICATIONS
Your company has been certified as ISO 22000:2018 on 09.12.2024 for its quality
management systems employed at every level of the organization.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant related party transactions, in terms of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, made by the company
with Promoters, Key Managerial Personnel, or other designated persons which may have
potential conflict with the interest of the company at large during the financial year.
Details of the related party transactions made during the year are attached as Annexure-
D in Form AOC-2 for your kind perusal and information.
9. AUDITORS AND AUDITOR'S REPORT
A) Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013, the shareholders
have appointed M/s Kothari Kuldeep and Co., Chartered Accountants as Statutory Auditor of
the Company for a term of five (5) years from the conclusion of the 32nd Annual General
Meeting till the conclusion of 37th Annual General Meeting of the Company to be held in
the year 2027. Thus, no further action is required in this regard.
The notes on accounts are self-explanatory with regard to the auditor's observations.
There was no qualification, reservation, or adverse remark made by the Auditors for the
year under review.
B) Internal Auditor
M/s RADAM & Associates, Chartered Accountants, were appointed as internal auditors
by the board of directors of the company, upon recommendation of the audit committee. The
scope of the internal audit is approved by the audit committee.
C) Secretarial Auditors and Secretarial Standards
The Board had appointed M/s Priyanka Saxena and Associates, Practicing Company
Secretaries, to conduct a Secretarial Audit of the Company for FY 2024-25, pursuant to the
provisions of Section 204 of the Act and the Rules framed thereunder.
The Report of the Secretarial Auditor forms part of the Board's Report as Annexure
'A'. During the Year, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
There was no qualification, reservation, or adverse remark made by the Secretarial
Auditors for the year under review. Additionally, pursuant to provisions of Regulation 24A
of the Securities and exchange Board of India (Listing obligations and disclosure
requirements) Regulation, 2015, Annexure 2, 3 of SEBI Circular-
SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31,2024 and Section 204 of the
Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s Priyanka Saxena and
Associates, Company Secretary in practice, and a Peer Reviewed Company Secretary, as a
Secretarial Auditor to conduct the secretarial audit of the company, subject to
shareholders' approval, to conduct the secretarial audit of the Company for a period of
Five (5) years from FY 2025-26 to FY 2029-30. Further, the secretarial auditor has
confirmed her eligibility and qualification required under the Act for holding the office,
as a Secretarial Auditor of the Company. Your Board recommends her appointment as such.
10. CORPORATE GOVERNANCE
Your company has incorporated the appropriate standards for corporate governance. The
company has filed all the quarterly compliance reports on corporate governance within the
due timeline to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and all other Corporate
Governance norms mentioned under the said regulation have been duly complied by the
Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 company has given the Corporate
Governance Report in a separate section forming part of the Annual Report.
11. CSR COMMITTEE
In pursuance of Sub-section (1) of Section 135 of the Companies Act, 2013, a Company is
required to constitute a CSR Committee in case the net worth of the Company is '500 crore
or more, or turnover of '1000 Crore or more, or a net profit of '5 Crore or more during
the immediately preceding financial year. Since our Company did not exceed the threshold
in the FY 2024-25; therefore, the CSR provisions are not applicable to the Company in the
current year.
12. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the Year under review, as
stipulated under regulation 34(2)(e) of the Listing Regulations, is presented in a
separate section forming part of the Annual Report.
13. VIGIL MECHANISM/WHISTLE BLOWER
The Company has established a robust Vigil Mechanism and formulated a Whistleblower
Policy in accordance with the provisions of the Act and the Listing Regulations. Employees
and other stakeholders are encouraged to report actual or suspected violations of
applicable laws and regulations and the Code of Conduct. Additional details about the
Vigil Mechanism and Whistleblower Policy of the Company are explained in the Corporate
Governance Report. No complaint was received during the financial year 2024-25.
14. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has a policy on the prohibition, prevention, and redressal of sexual
harassment of women at the workplace and matters connected therewith or incidental
thereto, covering all the aspects as contained under "Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.” Disclosure has been
made in the corporate governance report during the financial year 2024-2025.
15. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has an adequate risk management process to identify and notify the Board of
Directors about the risks or opportunities that could have an adverse impact on the
Company's operations or could be exploited to maximize the gains. The processes and
procedures are in place to act in a time-bound manner to manage the risks or
opportunities, and the same will be improved further as suggested by the Audit Committee
during the year. The Company's assets are adequately insured against multiple risks from
fire, riot, earthquake, terrorism, and other risks that are considered necessary by the
management. The company keeps reviewing the insurance needs every year as per the
requirements.
16. REMUNERATION POLICY AND BOARD EVALUATION DISCLOSURES
The Board has adopted a Remuneration Policy as recommended by the Nomination and
Remuneration Committee. It provides the criteria for determining Qualifications, Positive
Attributes, and Independence of the Directors, defining the criteria of the remuneration
of the KMPs and Senior managerial personnel, along with their roles and responsibilities.
The aim is to ensure that the company attracts and retains competent people. The
Disclosures relating to the same are provided in the Corporate Governance Report.
17. DISCLOSURES
a) Number of Board and Committee Meetings:
During the year under review, Five Board meetings, Four Audit Committee meetings, Four
Stakeholders Relationship Committee meetings, and one Nomination and Remuneration
Committee meeting were convened and held. Further details are mentioned in the Corporate
Governance Report.
Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent
Directors conducted a separate meeting on 13.02.2025.
b) Deposits - The Company has not accepted any deposits from the public falling
within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed
thereunder.
c) Share Capital - There was no change in the Company's share capital and business
during the year under review.
d) Audit Committee - The Company has duly constituted an Audit Committee, whose
detailed composition and powers are provided in the Corporate Governance Report. There
were no recommendations of the Audit Committee which have not accepted by the Board during
the financial year.
e) Annual Return - Pursuant to Section 92(3) of the Act, as amended, draft annual
return in Form MGT-7 is placed on the website of the Company
https://www.kothariyeast.in/investors.
f) Cost Account and Records - Maintenance of cost records as specified by the
central government under sub-section (1) of section 148 of the Companies Act, 2013, is not
applicable to the Company, and accordingly, such accounts and records are not prepared.
However, the cost records for internal control and Strategic Management purposes are
prepared by the Company regularly.
g) Significant and Material Orders Passed by the Regulators or Courts - No
significant or material orders were passed by the Regulators or Courts, or Tribunals
during the year that impact the going concern status and the Company's operation in the
future.
h) Material Changes From The End of The Financial Year - There are no material
changes and commitments affecting the financial position of the Company, subsequent to the
close of FY 2024-25, till the date of this Report.
i) Particulars Of Loans, Guarantees, Securities And Investments -
The Company did not give any loan, provide a guarantee or security within the meaning
of Section 186 of the Act during the Financial Year 2024-25 except for salary advances or
loans to employees in accordance with the Company's Loan Policy and the provisions of the
Act.
j) Maternity Benefit Provided by the Company under the Maternity Benefit Act 1961
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, etc., as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished in Annexure
'C'and is attached to this report.
ACKNOWLEDGEMENTS
Your Board of Directors is thankful to all the Shareholders for their constant faith
reposed in the company. They also placed on record their sincere appreciation for the
wholehearted devotion and co-operation extended by the employees at all levels, which has
been a source of strength to the Company.
The directors also wish to thank and deeply acknowledge the continued support,
guidance, and co-operation of the Customers, Auditors, Legal Advisers, Consultants,
Bankers, Dealers, Vendors, and other stakeholders of the Company.
|
For and on behalf of the Board |
|
Sd/- |
Place: New Delhi |
Pramod Kumar Kothari |
Date: 13.08.2025 |
Chairman and Managing Director |
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