TO THE MEMBERS:
The Board of Directors of your Company presents herewith its 40th Annual Report and
Audited Financial Statements for the financial year ended 31st March, 2024. The report
also includes the Management Discussion and Analysis Report in accordance with the
guidelines of Corporate Governance.
FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS:-
|
STANDALONE |
CONSOLIDATED |
|
FINANCIAL YEAR ENDED 31.03.2024 |
FINANCIAL YEAR ENDED 31.03.2023 |
FINANCIAL YEAR ENDED 31.03.2024 |
FINANCIAL YEAR ENDED 31.03.2023 |
| Net Sales: |
28,547 |
28,707 |
99,237 |
1,38,697 |
| Other Income |
2,510 |
3,167 |
3,168 |
4,302 |
| Profit before Depreciation & Taxation |
1,499 |
502 |
3,530 |
1,172 |
| Less : Depreciation |
158 |
198 |
190 |
239 |
| Provision for Taxation : |
|
|
|
|
| -Current Tax |
92 |
122 |
93 |
298 |
| -Deferred Tax |
37 |
(148) |
32 |
(147) |
| -Tax Adjustments for earlier years |
(4) |
182 |
(34) |
263 |
| Profit after Tax |
1,216 |
148 |
3,249 |
519 |
| -Other Comprehensive Income (Net of Tax) |
- |
- |
(9) |
3,180 |
| -Total Comprehensive Income for the year |
1,216 |
148 |
3,240 |
3,699 |
| Add : Balance of Profit brought forward from previous year |
52,469 |
52,321 |
63,195 |
55,985 |
| Add: Debenture Redemption Reserve brought back |
- |
- |
1,463 |
3,511 |
| Profit available for appropriation |
53,686 |
52,469 |
67,898 |
63,195 |
| APPROPRIATIONS |
|
|
|
|
| Transfer to General Reserve |
- |
- |
- |
- |
| Proposed Dividend |
- |
- |
- |
- |
| Additional Tax on Proposed Dividend |
- |
- |
- |
- |
| Balance of Profit carried forward |
53,686 |
52,469 |
67,898 |
63,195 |
|
53,686 |
52,469 |
67,898 |
63,195 |
TRANSFER TO RESERVES
The Board of Directors of the Company has not transferred any amount to the Reserves
for the year under review.
2024 IN RETROSPECT & STATE OF COMPANY'S AFFAIRS
Your Directors are to report that the Company's sales turnover during the year under
review has decreased to Rs.28547 Lacs from Rs.28707 Lacs during the previous financial
year registering decrease of 0.56%. Similarly the Company has earned higher profit before
depreciation & tax during the year of Rs.1499 Lacs as against Rs.502 Lacs in the
previous year registering an increase of 198.61%. Similarly the Company has earned higher
profit after Tax of Rs.1216 Lacs as against Rs.148 Lacs during the previous year,
registering increase of 721.62%.
INTERNATIONAL BUSINESS
The Company's export during the year under review and as well during the year previous
year was NIL.
DIVIDEND RECOMMENDED
To conserve the resources for future purpose, the Board of Directors of your company
does not recommend any dividend for the financial year 2023-24.
CHANGES IN SHARE CAPITAL
During the year under review there were no changes in the Share Capital of the Company.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC.
During the year the Company has not issued any shares with differential rights, sweat
equity, ESOS etc.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the year under review there was no change in the nature of business of the
Company.
SUBSIDIARIES AND ASSOCIATES
The Company had as on 31st March, 2024, two subsidiaries namely KPL Exports Ltd. &
Kothari Products Singapore Pte. Ltd. However the entire stake of 100% of KPL Exports Ltd.
one of the aforesaid subsidiary of the Company has been divested to another Company viz.
M/s. Nine Two Seven Nine Work Avenue Pvt. Ltd., Raipur on 15th July, 2024 and due to the
aforesaid divestment the Company is having only one subsidiary i.e. Kothari Products
Singapore Pte. Ltd. as on the date of this report. Further, the Company also had as on
31st March, 2024, four associate Companies as mentioned in the notes of the Financial
Statements of the Company. The prescribed salient features of the financial statements of
the aforesaid subsidiary companies and associates Companies as per sub section 3 of
section 129 of the Act have been disclosed in a separate statement attached to the
consolidated Financial Statements which forms part of this Annual Report. The statement
reflects the performance and financial position of each of the subsidiaries and
associates, as required by Rule 8 (1) of the Companies (Accounts) Rules, 2014. The Company
hereby undertakes that the Annual Accounts of the subsidiary companies and their related
detailed information shall be made available to the shareowners of the holding and
subsidiary companies seeking such information at any point of time and shall also be
placed on the website of the holding Company. The Annual Accounts of the subsidiary
companies shall also be kept for inspection by any shareowner at the Registered Office of
the holding company and of the subsidiary companies concerned.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES & ASSOCIATES
The highlights of performance of subsidiaries & associates during the year under
review and their contribution to the overall performance of the Company are mentioned in
the form AOC-1 and Statement of Additional Information's as per schedule III to the
Companies Act, 2013 of the aforesaid subsidiaries & associates, is appended to the
Consolidated Financial Statements accompanying this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Poonam Acharya, a Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible has offered herself for re-appointment. Further,
the present tenure of Sri Deepak Kothari, Chairman & Managing Director & Sri
Mitesh Kothari, Executive Director of the Company is upto 11th September, 2024 & 30th
September, 2024 respectively. Accordingly as recommended by the Nomination &
Remuneration Committee of Company in its meeting held on 01st August, 2024 the Board of
Directors of your Company has its meeting held on 13th August, 2024, proposed to reappoint
them on their respective posts subject to your approval in the ensuing Annual General
Meeting for which necessary resolutions have been incorporated in the notice of the
aforesaid meeting.
Further, as recommended by the Nomination & Remuneration Committee of the Company
in its meeting held on 1st August, 2024, Sri Pradeep Kumar & Sri Jayant Chaturvedi
were appointed by the Board of Directors of the Company as Additional Directors designated
as Independent Directors of the Company w.e.f. 13th August, 2024 for a period of 5 years,
subject to the approval of members in ensuing Annual General Meeting of the Company.
There is no other change in the Key Managerial Personnel during the year.
NUMBER OF THE BOARD MEETINGS
The Company held Five Board Meetings during the year 2023-24 and the details of
aforesaid meetings are given in the Corporate Governance Report.
DEPOSITS
The Company neither accepted any Deposits from the public nor there is any outstanding
amount of deposit during the financial year 2023-24, hence the particulars relating to the
aforesaid are not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Sec.134 (3) (c) read with Sec. 134(5) of the Companies Act, 2013,
your Directors confirm:
(i) That in the preparation of the annual accounts for the year ended 31st March, 2024,
the applicable accounting standards have been followed;
(ii) 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 the
financial year and of the profit of the company for the year under review;
(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 for the year under review on
a going concern basis.
(v) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively.
(vi) 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.
COMMITTEES OFTHE BOARD
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the Company has constituted
following committees:-
1. Audit Committee.
2. Stakeholders Relationship Committee.
3. Nomination & Remuneration Committee.
4. Corporate Social Responsibility Committee.
The Composition, Scope and Powers of the aforementioned Committees together with
details of their meetings held during the period under review, forms part of the Corporate
Governance Report.
ANNUAL REPORT ON CSR ACTIVITIES
As required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 the
annual report on CSR activities undertaken by the Company during the year under review is
attached as 'Annexure-1' to this Directors Report.
DETAILS OF VIGIL MACHANISM
Pursuant to Section 177 of The Companies Act, 2013, the Board has adopted a Whistle
Blower Policy to promote reporting of any unethical or improper practice or violation of
the Company's Code of Conduct or complaints regarding accounting, auditing, internal
controls or disclosure practices of the Company. It gives a platform to the Whistle blower
to report any unethical or improper practice (not necessarily violation of law) and to
define processes for receiving and investigating complaints. The Company has appointed Sri
Anurag Tandon, Chief Financial Officer as its Vigilance Officer and his address is Kothari
Products Limited, C/62, Vibgyor Tower, 5th Floor, Bandra Kurla Complex, Bandra East,
Mumbai, E-mail Id:-anuragtandonca@gmail.com. The Company has assigned the email
ID-anuragtandonca@gmail.com or deepakkothari@panparag.com or
citizenforum.tandon6@gmail.com on which anyone can report or send written complaint to the
Vigilance Officer, Chairman & Managing Director and the Chairman of the Audit
Committee. The confidentiality of those reporting violations is maintained and they are
not subjected to any discriminatory practice. The aforesaid policy has been posted by
company on its website under link "Investor Section."
POLICIES OF THE COMPANY
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing
Obligations & Disclosure Requirement) Regulations, 2015, the Company has framed
following Policies:-
1. Familiarisation Programmes
2. Terms & Conditions of Appointment of Independent Director
3. Risk Management
4. Determining Materiality of Events
5. Corporate Social Responsibility Policy
6. Code of Practices and Procedures for fair disclosure of Insider Trading
7. Board Diversity Policy
8. Code of Business Conduct & Ethics
9. Leak of UPSI
10. Nomination & Remuneration Policy
11. Policy for Determining Material Subsidiaries
12. Policy on dealing with Related Party Transactions
13. Preservation of Policy Documents
14. Retention Archival Policy
15. Vigil Mechanism, Whistle Blower Policy
The details of the aforesaid policies are mentioned in the Corporate Governance Report
and copies of the aforesaid policies are placed on the website of the Company i.e.
www.kothariproducts.in. However as required by section 178 of the Companies Act, 2013, the
Nomination & Remuneration Policy developed by the Company is attached herewith as
"Annexure-2".
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining
unpaid/unclaimed for a period of 7 years from the date of their transfers are required to
be transferred by the Company to the IEPF established by the Government of India.
Accordingly all unpaid or unclaimed dividends upto the Financial Year 2015-16 have already
been transferred and for the Financial Year 2016-17 will be transferred by the Company by
October, 2024 to the aforesaid fund. Further, as per the aforesaid provisions all relevant
shares corresponding to the aforesaid unpaid/unclaimed dividends upto Financial year
2015-16 have also been transferred to the demat account of the IEPF authority as per the
details mentioned below, the details of the aforesaid shares are also available under the
heads "Investor's Section" on the website of the Company:-
| Sl. No. Particulars |
No. of Shareholders |
No. of Share |
| 1. Aggregate number of shareholders & the outstanding shares in the above Demat
account lying at the beginning of the year i.e. on April 1,2023 |
223 |
41560 |
| 2. Number of shareholders who approached issuer for transfer of shares from
above Demat account during the year |
Nil |
Nil |
| 3. Number of shareholders whose shares transferred from above Demat account during
2023-24 |
Nil |
Nil |
| 4. No. of shareholders whose shares transferred to the above demat account during
2023-24 |
Nil |
Nil |
| 5. Aggregate number of shareholders and outstanding shares in the above demat account
lying at the end of the year as on March 31, 2024 |
223 |
41560 |
Voting rights on the equity shares lying in the above demat account shall remain frozen
until the rightful owner of such equity shares claims these equity shares.
DECLARATION BY INDEPENDENT DIRECTORS
Sri Pramod Kumar Tandon, Sri Vikas Chaturvedi, Dr. Avinash Gupta & Sri Deepak
Gambhirdas Gandhi are Independent Directors on the Board of the Company. All the above
named Independent Directors have given their respective declarations under Section 149(6)
of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the
Independent Directors fulfill the conditions relating to their status as Independent
Directors as specified in Section 149 of the Companies Act, 2013 and the Rules made
thereunder.
STATUTORY AUDITOR AND AUDITORS' REPORT
M/s. G M. Kapadia & Co., Auditors of the Company, have carried out the Audit of the
Company and have submitted Auditor's Report attached with the Financial Statements of the
Company accompanying this Report. The aforesaid report does not contain any qualification,
reservation or adverse remarks which need explanation in the Director's Report.
DETAILS IN RESPECT OF FRAUDS
The Auditors of the Company have not observed any fraud to be reported under Section
143(12) of The Companies Act, 2013. SECRETARIAL AUDIT & ITS REPORT
As required by section 204 of The Companies Act, 2013, M/s Adesh Tandon &
Associates, Practicing Company Secretary of Kanpur was appointed as the Secretarial
Auditor of the Company and he has carried out the Secretarial Audit of the Company and has
submitted his Report which is annexed to this report as 'Annexure-3'. The aforesaid report
does not contain any qualification, reservation or adverse remarks which need explanation
in the Director's Report.
LOANS, GUARANTEES OR INVESTMENTS
The details of the Loans, guarantees and investments covered under sec.186 of the
Companies Act, 2013 form part of the financial statements accompanying this Report.
STOCK EXCHANGE LISTING & COMPLIANCE
The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai
& National Stock Exchange of India Ltd., Mumbai and the Company is regularly complying
with all the provisions of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
CORPORATE GOVERNANCE REPORT
A detailed Corporate Governance Report that also contains disclosures as per Section
134 and 177 of the Companies Act, 2013 is attached and forms part of this Annual Report.
A certificate from the secretarial auditors of the Company regarding compliance with
the conditions of Corporate Governance as required under SEBI (Listing Obligations &
Disclosures Requirement) Regulations, 2015 is part of this Annual Report.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 & SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has
carried out an Annual performance evaluation of the Board of Directors as a Whole, its own
performance, its committees and the Directors individually.
The evaluation of non-independent Directors, Chairman and the Board as a whole was done
at a separate meeting held by independent Directors. The performance evaluation of
independent Directors was done by the entire board, excluding Directors being evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place, an Anti-sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
An Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment, if any. All employees (Permanent, Contractual, Temporary,
Trainees) are covered under this policy. There were no complaint received from any
employee during the financial year 2023-24 and hence no complaint is outstanding as on
31.03.2024 for redressal.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The information, as required under SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is as under:-
a) INDUSTRY STRUCTURE AND DEVELOPMENTS
The financial year 2024 has been quite an eventful year starting with supply chain
disruptions due to the Russia-Ukraine war, Israel-Hamas conflicts, and the Red Sea crisis.
These disruptions coupled with issue of Panama Canal due to environmental factor had led
to a sharp jump in shipping rates leading to a sharp increase in inflation across the
globe. Despite many headwinds, the world avoided a recession and the banking system proved
largely resilient with global growth.
In recent elections in the country, the political landscape has taken a surprising
turn, with no single party securing a clear majority after a decade of relative political
stability. This result has raised concerns about political stability and its impact on
business sentiment. However, despite the fragmented mandate the government signaled
continuity and remains committed to its growth agenda.
From a domestic perspective, despite many headwinds such as escalating geopolitical
tensions, commodity price volatility, the higher monetary policy of central bank, sluggish
demand in urban areas, and also in rural areas due to weather-related disruptions, the
India growth story remains positive with moderate growth in GDP, GST and direct tax
collections. The country's growth has been driven by the government's Make in India
initiative and significant infrastructure spending leading to a robust GDP growth.
b) OPPORTUNITIES & THREATS
India's economy performed well in FY 2024. A strong corporate and banking sector space,
robust credit growth, and the prospect of normal monsoon improves the outlook of economy.
However, the distribution of monsoon will be crucial to monitor. Additionally, It is also
important to monitor other factors such as environmental threats, geopolitical turmoil,
and volatility in commodity prices.
The strong public capex on infrastructure has supported the investment demand. The
rapid construction of roads and flyovers/bridges, improvement in collection efficiency in
the power sector and robust toll revenue performance were the prominent drivers which are
beneficial for our Real Estate business.
As the Company deals in international trade, it is exposed to foreign currency risks,
but the risk is minimized by in-house treasury management. The company also has a
well-defined hedging policy through which the company monitors its currency exposure on
continuous basis and employs various hedging tools like forward cover, options etc.
The Company does have a comprehensive risk management system in place which includes
internal controls which are commensurate to the size and nature of the inherent risks of
the company's businesses. These Risk Management systems and processes enable the company
to identify and manage the risks appropriately.
c) SEGMENT-WISE PERFORMANCE
In trading division company's emphasis is on consolidation and diversification instead
of expansion. The revenue of the Trading division during the year under review has been
Rs.29861 Lacs as compared to Rs.31034 Lacs during the previous year and that of the Real
Estate etc., has been Rs.1196 Lacs as compared to Rs.840 Lacs during the previous year.
The profit before tax and interest from both the aforesaid division is at Rs.1152 Lacs and
Rs.608 Lacs respectively as compared to the previous year figures of Rs.805 Lacs &
Rs.-31 Lacs respectively.
d) OUTLOOK
The outlook for Indian macroeconomic and corporate performance remains positive, with
robust GDP growth and a notable moderation in inflation. The forecast of normal monsoon
has brightened the outlook of rural demand as it will support the farm output and lower
the food inflation. Also, with the fresh mandate of General Election, the direction of
Govt. Policies and budgetary allocation will be crucial to observe in coming months.
The performance of your Company in the coming quarters will depend upon the growth
scenario and domestic demand conditions. With fresh policy direction and initiative by the
new government going ahead, we expect improvement in trading and real estate business in
future.
The period of crisis and uncertainty in the markets is expected to take its own time
and largely depends upon the various international factors to subside in due course, upon
which your company will be able to tide over properly and shall also embark upon other
trade prospects including diversification.
e) RISKS AND CONCERNS:
These aspects have been mentioned under the Heading "Opportunities and
Threats".
f) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE COMPARED TO THE IMMEDIATE
PREVIOUS FINANCIAL YEAR)
| Particulars |
Numerator |
Denominator |
Units |
As at 31st March 2024 |
As at 31st March 2023 |
Variance % (23-24) |
Reasons |
| Current Rati |
Current Assets |
Current Liabilities |
No. of times |
5.11 |
5.53 |
(7.62) |
Not Applicable |
| 2 Debt-Equity Rati |
Total Debt |
Shareholder's equity |
No. of times |
0.06 |
0.10 |
(36.36) |
The decrease is on account of reduction in borrowing as compared to previous year |
| 3 Debt Service Coverage Ratio |
Earnings available for debt service |
Debt Service |
No. of times |
0.48 |
0.13 |
281.05 |
Due to increase in profitability in the current Year |
| 4 Return on Equity Ratio |
Net profits after taxes |
Average shareholder's equity |
Percentage |
1.27 |
0.16 |
717.35 |
Due to increase in profitability in the current year |
| 5 Inventory Turnover Ratio |
Sale of Products |
Average Inventory |
No. of times |
114.87 |
64.00 |
79.49 |
Increase is mainly on account of low inventory at the end of current year as compared
to previous year |
| 6. Trade Receivable Turnover Ratio |
Revenue |
Average Trade Receivables |
No. of times |
2.05 |
1.67 |
23.01 |
Not Applicable |
| 7. Trade Payables Turnover Ratio |
Total Purchases for Goods (credit) |
Average Trade Payables for Goods |
No. of times |
11.01 |
15.53 |
(29.08) |
Decrease is on account of slight reduction in outstanding trade payables |
| 8. Net Capital Turnover Ratio |
Revenue |
Working Capital |
No. of times |
1.30 |
0.96 |
35.61 |
Increase is mainly on account of low working capital |
| 9. Net Profit Ratio |
Net Profit |
Revenue |
Percentage |
4.26 |
0.51 |
727.85 |
Due to increase in profitability in the current year |
| 10. Return on Capital Employed |
Earnings before interest & taxes |
Capital employed |
Percentage |
1.72 |
0.74 |
132.04 |
Increase is mainly on account of higher EBIT |
| 11(a). Return on Investment (Fixed Deposits) |
Interest Income on Fixed Deposit |
Average of Fixed Deposit |
Percentage |
5.60 |
4.28 |
30.93 |
Increase is mainly on account of increase in value of fixed deposits during the year |
| 11(b) Return on Investment (Mutual Funds) |
Net gai n/(loss) on sale/fair value changes of Current Investments in Mutual Shares |
Average Current Investments in Mutual Funds |
Percentage |
35.44 |
0.79 |
4385.06 |
Increase is on account of increase in gain as well as in investment as compared to
previous year |
| 11(c) Return on Investment (Quoted Shares) |
Net gain/(loss) on sale/fair value changes of Current Investments in Quoted Shares |
Average Current Investments in Quoted Shares |
Percentage |
34.01 |
(51.53) |
166.01 |
Increase is on account of higher returns during the year |
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial control systems & other
internal control procedures commensurate with the size of the Company and the nature of
its business for the import & export of commodities, minerals etc., purchase of assets
and with regard to the sale of goods to ensure proper recording of financial &
operational information and compliance of various statutory compliances.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
These discussions have been enumerated under the headings "Financial
Performance", "2024 in Retrospect" & "Segment wise
Performance" of this Report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT
Human Resource is the most important element of any organization. Our Core Values are
discipline, trust, integrity and work style. Core Values are established to align all the
people in the organization in the direction of achieving stated goals all throughout the
organization. The Company is taking sufficient steps for employee engagement and
motivation. This has resulted in reduction of employee turnover. Your Company focuses on
recruiting and retaining the best talent in the industry. Moreover, Company provides them
proper induction, training and knowledge upgradation for the individual as well as
organizational growth. The Company continues to maintain its record of cordial and
harmonious industrial relations without any interruption in work. Further, as on 31st
March, 2024 the Company had 40 employees on its roll.
RISK MANAGEMENT
The Company has in place a Risk Management framework to identify, Evaluate &
Monitor Business Risks & Challenges across the Company. The Company has developed and
implemented a Risk Management Policy for the Company including identification therein of
elements of risk, if any, which in the opinion of the Board may threaten the existence of
the Company.
DETAILS OF ANY CHANGE IN RETURN ON NET WORTH
These details have been mentioned in the Note No. 47 of the Standalone Balance Sheet of
the Company at Page No. 99. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of The Companies (Accounts) Rules, 2014 is as under:-
[A] CONSERVATION OF ENERGY
a. Energy Conservation Measures taken:- The Company has taken all measures for
conservation of energy most economically.
b. The steps taken by the Company for utilizing alternate source of energy:- The
Company has installed 290KVA Grid Solar Roof Top Power Plant.
c. The capital Investments on energy conservation equipments:- Rs.2.59 Crores.
[B] TECHNOLOGY ABSORPTION
Since there is no manufacturing activity in the Company hence the information
prescribed under this heading is not applicable to the Company.
[C] FOREIGN EXCHANGE EARNINGS AND OUTGO
|
|
(Amount in Lacs) |
|
CURRENT YEAR |
PREVIOUS YEAR |
| a) Earning in Foreign Exchange |
NIL |
NIL |
| b) Expenditure in Foreign Currency |
27595 |
27528 |
INDUSTRIAL RELATIONS
Cordial and harmonious industrial relations prevailed throughout the year.
PARTICULARS OF EMPLOYEES
The information as specified in Sec.197 (12) of the Companies Act, 2013 read with Rule
5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as amended, is attached herewith as 'Annexure-4' to this Report. Further, the information
required under Sec.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 as
amended form part of this Report. However as per Section 136 of The Companies Act, 2013
the Annual report and Accounts are being sent to the members excluding the statement
containing the names and other details of top ten employees in terms of remuneration drawn
as required u/s 197 (12) of the Act read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014. However the aforesaid
statement is open for inspection at the Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary.
ANNUAL RETURN & ITS WEB LINK
The Annual Return of the Company for the year ended 31st March, 2024 has been placed on
the Company's web-site http://www.kothariproducts.in. The address of web-link for
aforesaid Annual Return
(MGT-7) is https://kothariproducts.in/downloads/KPL%20MGT_7-2024.pdf PARTICULARS OF
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013 have been enclosed with the report in the
prescribed format AOC-2 as 'Annexure-5'.
SECRETARIAL AUDIT & ITS REPORT OF MATERIAL SUBSIDARY - M/S KPL EXPORTS LIMITED
& M/S KOTHARI PRODUCTS SINGAPORE PTE. LTD.
M/s KPL Exports Limited & M/s. Kothari Products Singapore Pte. Ltd. are the
Material Unlisted Subsidiaries of the Company as on 31st March, 2024 as per the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. Secretarial Audit of
M/s. Kothari Products Singapore Pte. Ltd. is not required to be done as per aforesaid SEBI
Regulations. However, the Secretarial Audit of M/s. KPL Exports Limited has been carried
out by Mrs. Niyati Kedia, Practicing Company Secretary of Kanpur and she has submitted her
report on the same which is annexed to this report as 'Annexure- 6'. Further, as mentioned
under the heading "Subsidiaries & Associates" regarding KPL Exports Ltd. the
said subsidiary is no longer the subsidiary of the Company due to its divestment on 15th
July, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant, material orders passed by the regulators or courts or
tribunals which would impact the going concern status of the Company and its future
operations.
CASH FLOW STATEMENT
In conformity with the Regulation 34 (2) (c) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015, the Cash Flow Statement for the year ended 31st
March, 2024 is forming part of this Annual Report.
MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURING
AFTER BALANCESHEETDATE
There have been no material changes and commitments which have occurred between the end
of Financial Year and the date of this report which can have impact on financial position
of the Company.
COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1)
of the Companies Act, 2013 is not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable secretarial standards issued under section 118 of the Companies Act,
2013, have been complied with.
DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application has been made by or against the Company or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during the year.
DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT ETC.
The Company has not done any one time settlement from any bank or financial
institutions. Hence the requirement to disclose details of difference between amount of
the valuation done at the time of one time settlement and the valuation done while taking
loan from the banks or financial institutions are not applicable.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR.
The Board of Directors is of the opinion that Sri Pradeep Kumar & Sri Jayant
Chaturvedi the newly appointed Independent Directors of the Company have Integrity,
Expertise & Experience (Including the Proficiency).
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
These details have been mentioned in the Management Discussion & Analysis Section
under the heading Opportunities & Threats.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for the continued
co-operation and support extended by various Government Departments, Bankers, Dealers
& suppliers and also acknowledge and appreciate the contribution made by the
employees.
The Board also wishes to place on record its gratitude to the valued customers, members
and investors for their continued support and confidence in the Company.
|
For and on behalf of the Board |
|
|
(DEEPAK KOTHARI) |
(MITESH KOTHARI) |
| PLACE: MUMBAI |
Chairman & Managing Director |
Executive Director |
| DATE: 13th August, 2024 |
DIN.00088973 |
DIN.00089076 |
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