TOTHE MEMBERS:
The Board of Directors of your Company presents herewith its 39th Annual Report and
Audited Financial Statements for the financial year ended 31st March, 2023.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:-
(Amount in Rs. Lacs)
|
STANDALONE |
CONSOLIDATED |
|
FINANCIAL YEAR ENDED 31.03.2023 |
FINANCIAL YEAR ENDED 31.03.2022 |
FINANCIAL YEAR ENDED 31.03.2023 |
FINANCIAL YEAR ENDED 31.03.2022 |
Net Sales: |
28,707 |
1,07,900 |
1,38,697 |
3,39,685 |
Other Income |
3,167 |
3,534 |
4,325 |
4,584 |
Profit before Depreciation & Taxation |
502 |
1,206 |
1,172 |
2,204 |
- Current Tax |
122 |
313 |
298 |
435 |
- Deferred Tax |
-148 |
7 |
-147 |
-118 |
- Tax Adjustments for earlier years |
182 |
138 |
263 |
143 |
Profit after Tax |
148 |
511 |
519 |
1,468 |
- Other Comprehensive Income (Net of Tax) |
- |
- |
3,180 |
-1 |
-Total Comprehensive Income for the year |
- |
- |
3,699 |
1,467 |
Add : Balance of Profit brought forward from previous year |
52,321 |
51,810 |
55,985 |
52,300 |
Add: Reserve related to ceased subsidiaries |
- |
- |
- |
120 |
Add: Debenture Redemption Reserve brought back |
- |
- |
3511 |
2,098 |
Profit available for appropriation |
52,469 |
52,321 |
63,195 |
55,985 |
APPROPRIATIONS |
|
|
|
|
Transfer to General Reserve |
- |
- |
- |
- |
Prior Period Expenses |
- |
- |
- |
- |
Proposed Dividend |
- |
- |
- |
- |
Additional Tax on Proposed Dividend |
- |
- |
- |
- |
Balance of Profit carried forward |
52,469 |
52,321 |
63,195 |
55,985 |
|
52,469 |
52,321 |
63,195 |
55,985 |
TRANSFER TO RESERVES
The Board of Directors of the Company has not transferred any amount to the Reserves
for the year under review.
2023 IN RETROSPECT&STATE OFCOMPANY'S AFFAIRS
Your Directors are to report that the Company's sales turnover during the year under
review has decreased to Rs.28707 Lacs from Rs.1 07900 Lacs during the previous financial
year registering decrease of 73.39%. Similarly the Company has earned lower profit before
depreciation & tax during the year of Rs.502 Lacs as against Rs.1 206 Lacs in the
previous year registering a decrease of 58.37%. Similarly the Company has earned lower
profit afterTax of Rs.149 Lacs as against Rs.511 Lacs during the previous year,
registering decrease of 70.84%. The aforesaid decrease in turnover and profitability is
due to the reasons mentioned in the Management Discussion & Analysis Report forming
part of this Report.
INTERNATIONAL BUSINESS
The Company's export during the year under review was NILas compared to Rs.65923 Lacs
during the previous year resulting in decrease of 100%.
DIVIDEND RECOMMENDED
To conserve the resources for future purpose, the Board of Directors of your company
does not recommend any dividend for the financial year2022-23.
CHANGES IN SHARE CAPITAL
During the year under review there were no changes in the Share Capital of the Company.
ISSUE OF EQUITYSH ARES WITH DIFFERENTIALRIGHTS,SWEATEQUITY, ESOS ETC.
During the year the Company has not issued any shares with differential rights, sweat
equity, ESOS etc.
CHANGE INTHE NATURE OF BUSINESSOF THECOMPANY
During the year under review there was no change in the nature of business of the
Company.
SUBSIDIARIES ANDASSOCIATES
The Company has as on 31st March, 2023, two subsidiaries namely KPL Exports Ltd. &
Kothari Products Singapore Pte. Ltd. Further, the Company also has as on 31st March, 2023,
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 1 29 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 share owner at the Registered Office of the holding companyand of the subsidiary
companies concerned.
HIGHLIGHTS OF PERFORMANCEOFSUBSIDIARIES&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 KEYMANAGERIAL PERSONNEL
Sri Mitesh Kothari, a Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment. Further,
Sri Deepak Gambhirdas Gandhi was appointed as an Additional Director designated as an
Independent Director of the Company for a period of 5 years w.e.f. 30th May, 2022, However
due to his unavoidable personal reasons he had resigned from the aforesaid post, w.e.f. 1
9th August, 2022. Further, aforesaid Sri Gandhi was again appointed by the Board of
Directors of the Company as an Additional cum Independent Director for a period of 5
years, w.e.f. 21 st January, 2023 and the members of the Company have approved the
aforesaid appointment vide their Special Resolution passed through Postal Ballot on 1 7th
April, 2023. In the opinion of the board the aforesaid Sri Gandhi has the requisite
integrity, expertise, experience and the proficiency in the context of the business of the
Company. There is no other change in the Key Managerial Personnel during the year.
NUMBEROF THE BOARD MEETINGS
The Company held Seven Board Meetings during the year 2022-23 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 2022-23, hence the particulars relating to the
aforesaid are not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Sec. 134(3) (c) read with Sec. 1 34(5) of the Companies Act, 201 3,
your Directors confirm:
(i) That in the preparation of the annual accounts for the year ended 31 st March,
2023, 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 a re adequate and operating effectively.
COMMITTEES OF THE BOARD
Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing
Obligations & Disclosure Requirements) Regulations,201 5the 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.
ANNUALREPORTON 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'tothis Directors Report.
DETAILS OF VIGILMACHANISM
Pursuant to Section 1 77 of The Companies Act, 201 3, 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, VibgyorTower, 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
"Invest or Section".
POLICIES OF THE COMPANY
Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing
Obligations & Disclosure Requirement) Regulations, 201 5, the Company has framed
following Policies:-
1. Corporate Social Responsibility Policy.
2. Nomination & Remuneration policy.
3. Risk Management Policy
4. Whistle Blower Policy/VigiI Mechanism.
5. Policy on Material Subsidiaries.
6. Policy on Related Party Trareactions.
7. Policy determining materiality of events/information.
8. Policy on code of Practices and Procedures for fair disclosure of Insider Trading.
9. Policy on Code of Business conduct & ethics.
1 0. Policy on Preservation of Documents.
11. Familiarisation Programme Imparted to Independent Directors
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 1 78 of the Companies Act, 201 3, the Remuneration
Policy developed by the Company is attached herewith as "Annexure-2".
INVESTOR EDUCATION ANDPROTECTION FUND(IEPF)
Pursuant to the provisions of the Companies Act, 201 3 read with the I EPF Authority
(Accounting, Audit, Transfer & Refund) Rules, 201 6, 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 I EPF established by the Government of India.
Accordingly all unpaid or unclaimed dividends upto the Financial Year 201 5-1 6 have
already been transferred and for the Financial Year 201 6-1 7 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:-
SI. 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 1,2022 |
131 |
24796 |
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
2022-23 |
Nil |
Nil |
4. |
No. of shareholders whose shares transferred to the above demat account during 2022-23 |
90 |
16631 |
5. |
Aggregate number of shareholders and outstanding shares in the above demat account
lying at the end of the year as on March 31, 2023 |
221 |
41427 |
Voting rights on the equity shares lying in the above demat account shall remain frozen
until the rightful owner of such equity sharesclaimsthese equityshares.
DECLARATION BYINDEPENDENTDIRECTORS
Sri Pramod Kumar Tandon, Sri Vikas Chaturvedi, Dr. Avinash Gupta and 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, 201 3 andthe Rules
madethereunder.
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 oradverse remarks which need explanation inthe Director's Report. Further, the
Auditors have not observed any fraud to be reported under Section 143(1 2) of The
Companies Act, 201 3.
DETAILS IN RESPECTOF FRAUDS
The Auditors of the Company have not observed any fraud to be reported under Section
143(1 2) of The Companies Act,
201 3. SECRETARIALAUDIT& 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.1 86 of the
Companies Act, 201 3 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 1 77 of the Companies Act, 201 3 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, 201 5 is part of this Annual Report.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 201 3 & SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 201 5, 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 HARASSMENTOF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION
ANDREDRESSAL) 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, 201 3.
An Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment, if any. All employees (Permanent, ContractuaI, Temporary,
Trainees) are covered under this policy. There were no complaint received from any
employee during the financial year 2022-23 and hence no complaint is outstanding as on
31.03.2023 for redressal.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The information, as required under SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 is as underial INDUSTRYSTRUCTURE AND DEVELOPMENTS
The global economy is currently facing headwinds due to slowdown in demand, rising
interest rates, spillovers from the Russia-Ukraine conflict, and uncertainties in the
financial system. Price pressures continue to remain elevated compared to their respective
central bank targets, pushing the major Central banks to stay on the path of monetary
policy tightening. Also, the recent streak of bank collapses has rattled the global
financial system adding to economic uncertainties.
The ongoing Russia- Ukraine conflict presents the most challenging variable. Serious
attempts to de-escalate have not yet been seen, and offensives and counter-offensives
still persist which could have severe economic and strategic disruptions.
The uneven distribution of rainfall coupled with the increasing probability of El Nino
can have a material impact on monsoon in India which further impact the rural consumer
demand and also lead to rise food inflation. However, India's macroeconomic scenario
appears to be on a comfortable pedestal and despite the slowdown in the global economy and
uncertainties in the financial system, the India economy has remained resilient and will
continueto grow at a steady pace.
b) OPPORTUNITIES &THREATS
The world's fifth largest economy is positioned to be among the fastest growing major
economies despite multiple global headwinds. The growth momentum is building up with the
strengthening of domestic demand conditions, policies favouring domestic manufacturing,
strong public investment in infrastructure and smooth funding of the financing needs of
business and households. Domestic demand revival, increasing capacity utilization in the
manufacturing sector and easing input cost pressures are positives for the corporate
sector. High-frequency economic indicators like GST collections, E-way bills, services
PMI, retail credit growth point to healthy consumption demand.
The infrastructure sector witnessed improvement in the credit ratio driven by a higher
number of upgrades in the power and transport infrastructure segments. Commissioning of
road and solar projects and improvement in collection efficiency in the power sector,
robust toll revenue performance and refinancing at better interest rates were the
prominent drivers which are beneficial forour Real Estate business.
However, the escalating geopolitical tensions raise serious concerns globally and the
bank failures in the United States and Europe rise uncertainty about the global economic
outlook. The businesses have to cope-up with the unprecedented sequence of events rapidly.
The margins have been impacted due to volatile international market.
As the Company deals in international trade, it is exposed to foreign currency risks,
but the risk is minimized to the great extent by natural hedging. The company also has an
in-house treasury with well-defined hedging policy through which 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
company's businesses. These Risk Management systems and processes enable the company in
identifying and managing 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, 31 034 Lacs as compared to Rs, 11 0170 Lacs during the previous year and that of the
Real Estate etc., has been Rs. 840 Lacs as compared to Rs. 1 264 Lacs during the previous
year. The profit before tax and interest from both the aforesaid division is at Rs. 805
Lacs and Rs -31 Lacs respectively as compared to previous yearfigures of Rs.2359 Lacs&
Rs.914 Lacs respectively.
d) OUTLOOK:
The outlook for Indian macroeconomic and corporate performance remains positive, with
stronger GDP growth and a notable moderation in inflation.This puts us in a favorable
position compared to many struggling global economies facing low economic growth and high
inflation. There was a broad-based improvement in growth across sectors. Services sector
sustained momentum owing to growing travel demand as reflected in strong passenger traffic
(both railways and airports) and PMI-Services data.
A rebound in the manufacturing sector's output and growth in construction supported
growth, and your Company is also scaling up the activities slowly and cautiously, although
with the stable government at the center and various policies and initiatives by the
Govt,, 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) RISKSANDCONCERNS:
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)
Sr. No. |
Particulars |
As at 31st March 2023 |
As at 31st March 2022 |
Variance % |
Reasons |
1 |
Current Ratio |
5.53 |
5.38 |
2.85 |
Not Applicable |
2 |
Debt-Equity Ratio |
0.10 |
0.09 |
3.08 |
Not Applicable |
3 |
Debt Service Coverage Ratio |
0.13 |
0.07 |
89.09 |
Due to lower profitability in the current year and repayment of short term borrowings
of the previous year |
4 |
Return on Equity Ratio |
0.16 |
0.54 |
(71.20) |
The decrease is primarily on account of lower profits as compared to previous year |
5 |
Inventory Turnover Ratio |
64.07 |
365.58 |
(82.47) |
Reduction is mainly on account of low turnover |
6. |
Trade Receivable Turnover Ratio |
1.67 |
1.60 |
3.99 |
Not Applicable |
7. |
Trade Payables Turnover Ratio |
15.53 |
24.53 |
(36.68) |
Decrease in volume of operations as well as increase in outstanding trade payables |
8. |
Net Capital Turnover Ratio |
0.96 |
2.14 |
(55.05) |
Reduction is mainly on account of low turnover |
9. |
Operating Profit Margin |
3.91 |
3.03 |
29.01 |
This is because of higher operating profit margin in compared to previous year |
10. |
Net Profit Ratio |
0.51 |
0.47 |
8.61 |
Not Applicable |
11. |
Return on Capital Employed |
0.74 |
3.15 |
(76.45) |
Reduction is mainly on account of lower EBIT |
12(a). |
Return on Investment (Fixed Deposits) |
4.28 |
3.50 |
22.13 |
Not Applicable |
12(b) |
Return on Investment (Mutual Funds) |
0.79 |
2.25 |
(64.93) |
Decrease is mainly due to reduction in current investment in mutual funds as compared
to the previous year |
12(c) |
Return on Investment (Quoted Shares) |
(51.53) |
38.46 |
(234.00) |
Decrease is mainly due to higherfair value loss as compared to previous year. |
INTERNALFINANCIALCONTROLSYSTEMSANDTHEIR 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 RESPECTTO OPERATIONAL PERFORMANCE
These discussions have been enumerated under the headings "Financial
Performance", "2023 in Retrospect" & "Segment wise
Performance" of this Report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIALRELATIONS 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 31 st
March, 2023 the Company had 44 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.
CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required underSection 1 34(3)(m) of the Companies Act, 201 3 read with
Rule 8(3) of the Companies (Accounts) Rules, 201 4is 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 290KVAGrid Solar Roof Top Power Plant
c. The capital Investments on energy conservation equipments: - Rs.1.46 Crores.
[B] TECHNOLOGYABSORPTION
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 ANDOUTGO
|
(Amount in Lacs) |
|
CURRENTYEAR |
PREVIOUS YEAR |
a) Earning in Foreign Exchange |
NIL |
65923 |
b) Expenditure in Foreign Currency |
27528 |
83756 |
INDUSTRIAL RELATIONS
Cordial and harmonious industrial relations prevailed throughout the year.
PARTICULARS OF EMPLOYEES
The information as specified in Sec.1 97(1 2) 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'tothis Report. Further, the
information required underSec.1 97 (12) of the Companies Act, 201 3 read with Rule 5(2)
& 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended form part ofthis Report. However as per Section 1 36 of The Companies Act,
201 3 the Annual report and Accounts are being sentto the members excluding the statement
containing the names and other details of top ten employees in terms of remuneration drawn
as required u/s 1 97 (1 2) of the Act read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014. Howeverthe 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, 2023 has been placed on
the Company's web-sitehttp://www.kothariproducts.in. The address of web link for a fore
said Annual Return (MGT-7) is https://www.kothariproducts.in/downloads/KPLMGT-7-2023.pdf
PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 1 88(1) of the Companies Act, 201 3 have been enclosed with the report in the
prescribed format AOC-2 as'Annexure-5'.
SECRETARIALAUDIT& ITS REPORTOFMATERIALSUBSIDARY-M/S KPLEXPORTS LIMITED
M/s KPL Exports Limited is the only Material Unlisted Subsidiary of the company as per
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 201 5. The
Secretarial Audit of the aforesaid Subsidiary 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'.
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS ORTRIBUNALS
There are no significant, material orders passed by the regulators or courts
ortribunals which would impact the going concern status of the Company and its future
operations.
CASH FLOWSTATEMENT
In conformity with the Regulation 34 (2) (c) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations 201 5, the Cash Flow Statement for the year ended 31
st March, 2023 is forming part of this Annual Report.
MATERIALCHANGES& COMMITMENTS AFFECTING FINANCIALPOSITION OF THE COMPANY OCCURING
AFTER BALANCE SHEET DATE
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.
COM PLIANCE WITH SECRETARIAL STANDARDS
The applicable secretarial standards issued under section 11 8 of the Companies Act,
201 3, 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 THETIME OF ONETIME 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.
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 supportand confidence in the Company.
For and on behalf of the Board
PLACE: MUMBAI |
(DEEPAK KOTHARI) |
(MITESH KOTHARI) |
DATE: 23rd May, 2023 |
Chairman & Managing Director |
Executive Director |