TO THE MEMBERS OF
Your directors are pleased to present the 34"Annual Report together with the
Audited Accounts for the year ended on 31? March 2024:
1. FINANCIAL RESULTS
(Rs. In lacs)
| Turnover |
10888.09 |
11027.46 |
| Profit before Finance Charges & Depreciation (PBDIT} |
519.13 |
900.95 |
| Finance Charges |
349.59 |
291.00 |
| Depreciation |
562.07 |
581.10 |
| Profit/Loss before Tax (PBT} |
(392.53) |
28.85 |
| Taxes: |
|
|
| Current Tax |
- |
6.93 |
| Deferred Tax |
98.62 |
2.75 |
| Net Profit/ (Loss) after Tax (PAT) |
(491.15) |
19.17 |
2. BUSINESS OPERATIONS
During the year under review, your Company achieved production of 15654 MT as compared
to 16835 MT in the previous year. The turnover of the Company was Rs. 10888.09 Lakhs
during the year 2023-24 and Rs.11027.46 Lakhs during previous year recorded a marginal
reduction in turnover by 1.26%. However, there was net loss of Rs. 392.53 lakhs during the
year 2023-24 due to market conditions and higher material cost. The operational
performance during the year and the future outlook of the Company has been comprehensively
covered in the Management Discussion and Analysis Report which is provided as a separate
section in the Annual Report.
3. DIVIDEND
Your Directors do not recommend any dividend during the year under review.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Article of Association of the Company and
pursuant to Section 152(6) of Companies Act, 2013 not less than two-thirds of the total
number of directors (excluding Independent Director} shall be persons whose period of
office is liable to determination by retirement of directors by rotation and one-third of
such of the directors for the time being are liable to retire by rotation at every Annual
General Meeting of the Company. Thus, Mrs. Kavita Devi Kothari (DIN: 00120415) Whole-Time
Director of the Company retire by rotation on the forthcoming AGM, and being eligible,
offers herself for reappointment. However, such determination of office by retirement and
then re-appointment would not constitute a break in her tenure of service as the
Whole-Time Director of the Company. Mr. Piyush Kumar Goel was appointed as an Independent
Directors on the Board of the Company pursuant to the provisions of section 149 of the Act
read with Companies (Appointment and Qualification of Directors} Rules, 2014 for a period
of 5 years from 27" September, 2019 upto 26" September, 2024. The Nomination and
Remuneration Committee of the Board, on the basis of the report of performance evaluation
of Mr. Piyush Kumar Goel, which was satisfactory, has recommended the re-appointment of
Mr. Piyush Kumar Goel as Independent Director for a second term of five (5) years on the
Board of the Company with effect from 27" September, 2024 upto 26!" September,
2029. The Board is of the view that the continued association of Mr. Piyush Kumar Goel
would benefit the Company, given his knowledge, experience, performance and contribution
to Board processes. The resolution pertaining to re-appointment of Mr. Piyush Kumar Goel
as Independent Director is set out in Item no. 03 of the Notice of the 34?" Annual
General Meeting. Brief resumes of Mrs. Kavita Devi Kothari and Mr. Piyush Kumar Goel,
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
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and the reviews performed by the Board and its committees, the Board
is of the opinion that the company's internal financial controls were adequate and
effective during the financial year 2023-24.
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 Sec. 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 so as to give a true and fair view of the state
of affairs of the company at the end of the financial year 2023-24, 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 have prepared the annual
accounts on a going concern basis; v. that 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; 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.
CREDIT RATING
Your company's domestic credit rating by CRISIL is “CRISIL BB
/Stable”(Downgraded from “CRISIL BB+/Stable”) for long- term debt
facilities and ‘'CRISIL A4+” (Reaffirmed) for the short-term debt facilities.
CERTIFICATIONS
Your company has been certified as ISO 22000:2018 on 12.12.2023 for its quality
management systems employed at every level of the organization.
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 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. The notes on accounts are self-explanatory with regard to auditors'
observations. There was no qualification, reservation or adverse remark made by the
Auditors for the year under review. B) Secretarial Auditors and Secretarial Standards The
Board had appointed M/s Priyanka Saxena & Associates, Practicing Company Secretaries,
as Secretarial Auditor to conduct the secretarial audit of the company for the financial
year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013. 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. 10.
CORPORATE GOVERNANCE
The Company is complying with SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, as applicable with regard to Corporate Governance, and reports to that
effect are being regularly filed with the Stock Exchanges. A report on Corporate
Governance practices and the Certificate from the Auditors on compliance of the mandatory
requirements thereof are made a part of the Annual report. 11. CSR COMMITTEE
In pursuance of Subsection (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 Rs. 500
crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or
more during the immediately preceding financial year. Since, our Company did not exceed
the threshold in the financial year 2023-24; 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 Listing Regulations is presented in a separate
section forming part of the Annual Report. 13. VIGIL MECHANISM
Acomprehensive Vigil mechanism/Whistle Blower Policy has already been adopted by the
Company which provides adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of employees.
The policy as approved by the Board is uploaded on the Company's website at
https:/Avww.kothariyeast.in/investor-files/vigil- mechanism. 14. DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
ANDREDRESSAL) ACT, 2013
The company has a policy on prohibition, prevention and redressal of sexual harassment
of women at 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”. The Company has complied with provisions
relating to the constitution of internal complaints committee under the Sexual Harassment
of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint was
filed during the financial year 2023-2024. 15. RISK MANAGEMENT POLICY OF THE COMPANY
Your company has adopted a Risk management policy to identify and categorize various
risks, implement measures to minimize impact of these risks where it is deemed necessary
and possible, and a process to monitor them on a regular basis. 16. REMUNERATION POLICY
AND BOARD EVALUATION
The Board has adopted a Remuneration Policy as recommended by the Nomination &
Remuneration Committee. It provides the criteria for determining Qualifications, Positive
Attributes & Independence of the Directors, defining the criteria of the remuneration
of the KMP's and Senior managerial personnel along with their roles and responsibilities.
The aim is to ensure that the company attracts and retains competent people. The Board has
carried out an Annual Performance Evaluation of its own performance and the Directors
individually. The Disclosures relating to the same are provided in the Corporate
Governance Report. 17. DISCLOSURES a) Number of Board & Committee Meetings: During the
year under review, Seven Board meetings, Four Audit Committee meetings, Four Stakeholders
Relationship Committee meetings and Three Nomination & Remuneration Committee meetings
were convened and held. Further details are mentioned in Corporate Governance Report.
Pursuant to clause VII (1} of Schedule IV of the Companies Act, 2013, the Independent
Directors had a separate meeting on 14.02.2024. b) Deposits - The Company has not accepted
any deposit from public during the year under review. c) Share Capital - There was no
change in the Company's share capital 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 been 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 at
https:/Avww.kothariyeast.in/investor-files/annual-return. f) Disclosure pertaining to
Managerial Remuneration - Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1} of the Companies
(Appointment and Remuneration of Managerial Personnel} Rules, 2014 are provided as per
Annexure ‘B'. The information required pursuant to section 197 read with rule 5(2}
& (3) of The Companies (Appointment and Remuneration of Managerial Personnel} Rules,
2014 in respect of employees will be provided upon request. g) Related Party Transactions
There were no materially significant transactions with the related parties during the
financial year that may have potential conflict with interest of the Company at large.
Disclosures relating to the same are provided separately in the Corporate Governance
Report. h) Particulars of Loans, Guarantees or Investments under Section 186 -There is no
Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 given by the
Company. i) 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 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. j) 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 which impact the going concern status and Company's operation in future. k)
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.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, 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 is 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 |
| Place: New Delhi |
Pramod Kumar Kothari |
| Date: 13.08.2024 |
Chairman & Managing Director |
|