A Oneindia Venture

Directors Report of Kothari Industrial Corporation Ltd.

Mar 31, 2025

Your Directors hereby present their 55th Annual Report on the business and operations together with the Audited
Accounts of the Company for the year ended March 31,2025.

SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars

2024-25

2023-24

Total Revenue

8760.23

7681.02

Total Expenses

10377.05

3648.57

(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax

(1729.59)

4057.33

Depreciation

112.77

24.88

Interest

-

-

Profit/(Loss) before Exceptional Item and Tax

(1616.82)

4032.45

Exceptional Items(net)

-

-

Profit/(Loss) before Tax

(1616.82)

4032.45

Tax Expenses

-

863.13

Profit/(Loss)for the year

(1616.82)

3169.32

Other Comprehensive Income

4.07

109.96

Total Comprehensive Income

(1612.75)

3279.28

Earnings per share

(174)

26.27

The Company''s Profit before Tax for the year ended 31st March 2025 has decreased from Rs. 4032.45 Lakhs to
Rs. (1616.82) lakhs as compared to the previous year. The total income for the year ending 31st March 2025 was
Rs. 8760.23 lakhs as against Rs. 7681.02 lakhs in the previous year.

DIVIDEND

The Board of directors of the company has not
recommended any dividend for the year ended 31st
March, 2025.

PERFORMANCE

The performance of the company during the year under
review is satisfactory and promising. The Board of
directors will thrive to improve the performance during
the current year.

The performance of each segment is provided in the
segment-wise revenue and results section of the
financial statement3s.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year, under review Company has started to
do business in publishing or media business-Industrial
Economist. In addition, during the year the company
has opened Kicker’s footwear showroom in Chennai
and Qatar.

PROSPECTS

Due to diversification to other businesses, it is expected
that the company will register better performance
during the coming year.

SHARE CAPITAL:

Share Capital

31.03.2025

31.03.2024

(Amount in INR)

a) Authorized Share
Capital

15,00,00,000 Equity
Shares of Rs.5/- each

75,00,00,000

25,00,00,000

b) Issued, Subscribed
and fully Paid-up
Share Capital
9,27,18,105 Equity
shares of Rs.5 each

46,35,90,525

6,24,19,425

The company has increased the authorized share
capital from Rs. 25 crores to Rs. 75 crores. The
company has issued shares by way of preferential
issue to Promoter and Non-Promoters for 3.00.00.000
shares on 31.08.2024 and 3,52,00,000 on 20.01.2025
and 1,50,34,220 on 27.03.2025 during the year under
review.

TRANSFER TO RESERVES

Your company has not transferred any amount to the
reserves for the year ended 31st March, 2025 in the
absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
(hereinafter referred to as Listing Regulations) the
Management Discussion and Analysis Report is
appended as
Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees
in accordance with the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as
Annexure II to this report.

During the year under review, no employees, whether
employed for the whole or part of the year, were drawing
remuneration exceeding the limits as laid down u/s

Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. A statement showing the median remuneration
and other details along with remuneration of top ten
employees who were in receipt of remuneration as
prescribed under the Rules form part of this report and
will be provided to any member on a written request to
the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Change in Board Constitution and KMP

i) Mr. Pradip D Kothari, Chairman and Director,
resigned from his directorship on 18.02.2025
and Mr. Rafiq Ahmed was re-designated as the
Executive Chairman and Managing Director.

ii) Mr. Dilip Machado, Independent Director completed
his tenure of directorship w.e.f 30.03.2025.

iii) Mr. Velayutham Anburaj, was appointed as the
additional director cum Independent Director
w.e.f 24.01.2025 and subsequently appointed as
Independent director in the extra ordinary general
meeting held on 15.02.2025.

B) Details with regards to meeting of Board of Directors during the year of the Company

(i) Composition of the Board of Directors as on 31-03-2025 is mentioned below:

Name of the Director

Designation

Category

Mr. J Rafiq Ahmed

Executive Chairman & Managing Director

Executive Director

Mr. D Gunasekaran

Director

Independent Director

Mr. Velayutham Anburaj

Director

Independent Director

Mrs.Thoopjlamudu Arulpathy
Rajalaxmi

Director

Non-executive Non-Independent
Director

(ii) Board meeting:

During the year 11 Board Meetings were held,
the details of which are given in the Corporate
Governance Report. The intervening gap between
two meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Details in respect of frauds:

During the year under review, the statutory auditors
have not reported to the Audit Committee under section

143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers
or employees, the details of which would need to be
mentioned in the Board Report.

Declaration by Independent Directors:

The Company has received necessary declaration
from each Independent Director of the Company
under Section149(7) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations,
2015 that the Independent Directors of the Company
continues to meet the criteria of their Independence laid

down in Section 149(6) and continue to be included
in the Data Bank maintained by the Indian Institute
of Corporate Affairs and the Online proficiency self¬
assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.

A policy on familiarization program for Independent
Directors has also been adopted by the Company and
is put up on the website of the company www.kotharis.
in. All new Independent Directors (IDs) included in the
Board are presented with an overview of the Company’s
business operations, products, organization structures
and about the Board Constitutions and its procedures.

During the year under review, the Independent Directors
met on 29.07.2024, 10.12.2024 and 31.03.2025.

Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of
director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by the
Board, is posted on the website of the Company www.
kotharis.in. We affirm that the Remuneration paid to the
director is as per the terms laid out in the said policy.

KEY MANAGERIAL PERSONNEL:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Executive Chairman and Managing
Director

Mr. Anil Kumar Padhiali, Company Secretary and
Compliance officer

Mr. Hari Kishore Arikati, Chief financial officer

COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has three Committees: The
Audit Committee, the Nomination and Remuneration
Committee, and the Stakeholder’s Relationship
Committee. All Committees are appropriately
constituted. Details of the All Committees are listed in
the Corporate Governance Report.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its
Committees and of individual directors has been made,
pursuant to the section 134(3) of the Companies Act,
2013.

The Nomination and Remuneration Committee (“NRC”)
reviewed the annual performance of the individual
Directors.

In a separate meeting of Independent Directors,
performance of non-Independent Directors,
performance of the Board as a whole was evaluated.

VIGIL MECHANISM:

The Company has established a mechanism for
Director’s and employees to report their concerns
relating to fraud, malpractice or any other activity or
event which is against the interest of the Company. The
Whistle Blower Policy is in place. Employees can report
to the Management concerned unethical behaviour,
act or suspected fraud or violation of the Company’s
Code of Conduct Policy. No Employee has been denied
access to the Audit Committee. The Vigil Mechanism
policy of the company is available on our website www.
kotharis.in.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention of
Insider Trading with a view to regulating trading in
securities by the Promoters, Directors and Designated
Persons of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and
prohibits the purchase or sale of Company’s shares by
the Promoters, Directors and the Designated Persons
while in possession of unpublished price sensitive
information in relation to the Company and during the
period when the Trading Window is closed.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies
Act, 2013, all companies having a net worth of
Rs.500 crore or more, or a turnover of Rs.1,000 crore
or more or a net profit of Rs.5 crore or more during
any financial year are required to constitute a CSR
committee and hence our Company does not meet the
criteria as mentioned above, hence the Company has
not constituted any Corporate Social Responsibility
Committee and the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013 AND
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act 2013. All the employees (permanent,
Contractual, temporary, Trainees) are covered under
this policy. Company has constituted the internal
complaint committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013. During the year under review, no
complaints were received falling under the category of
Sexual Harassment of Women.

* Number of sexual harassment complaints received- 0

* Number of complaints disposed of-0

* Number of cases pending for more than 90 days-0

Compliance with Maternity Benefit Act 1961:

The company has complied with the provisions of
Maternity Benefit Act 1961, including all applicable
amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits
as provided under Maternity Benefit Act 1961

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company engaged the
services of M/s. Santosh Senapati & Co., Company
Secretary in practice, Chennai to conduct the Secretarial
Audit of the Company for the 12 months’ period ended
on 31st March, 2025. The Secretarial Audit Report (in
Form MR-3) is attached as
Annexure-III to this Report.

Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:

Observations by Secretarial Auditor

Management Reply

1) The total promoter and Promoter group
shareholding is not fully Dematerialized as per
Regulations 31 (2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)

The company was suspended since 2000, due to suspension,
some of the Promoter and Promoter group did not dematerialize
their shares. Now the Company’s shares are trading in the
market and the date of revocation is 28.03.2024. The Board
of Directors has informed the promoter and promoter group
except M/s. Saloman Investment Limited to dematerialize
their shares. M/s. Saloman Investment Limited is a defunct
company. Date of defunct is 24.02.2007. Except M/s. Saloman
Investment Limited, remaining Promoter and Promoter group
will convert their physical shares to demat.

STATUTORY AUDITORS AND AUDITORS REPORT:

The Board of Directors of the Company, in their
meeting held on 31 st August, 2023, recommended
the appointment of M/s. RAY & RAY., Chartered
Accountants, Chennai (FRN:301072E) as statutory
auditors of the Company to hold office from the
conclusion of the 53rd AGM till the conclusion of the
Annual General Meeting to be held in the year 2028. At
the 53rd Annual General Meeting of the company held

on 30th September 2023, M/s. RAY & RAY, Chartered
Accountants were appointed as Statutory Auditors of
the company to hold office till the conclusion of the
Annual General Meeting to be held in the year 2028.

The Independent Auditors’ Report on the accounts
for the financial year ended 31st March 2025 contain
qualification remarks.

Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:

Observations by Auditor

Management Reply

1) During the year, the Company has sold its land
and plant and machinery located in its factory
in Ennore to Coromandel International Limited
for Rs. 48,95,00,000 and Rs. 1,33,00,000
respectively. We were informed that the sale
registration is still pending with the Sub Registrar
office for assessment of market value for stamp
duty purposes. Subject to this, the Company has
computed capital gains on the sale consideration
as per the sale deed. Pending the final order of
the SRO, we are unable to comment on the
correctness of the computation of the capital
gains in line with the relevant provisions of the
Income Tax Act 1961. To this extent, the provision
for income tax may undergo revision depending
on the outcome of the order of the competent
authority against the writ petition.The Company
plans to seek a valuation from the Income Tax
Valuation Officer and pursue further steps,
including appeals, if required.

The Company has sold its land and plant and machinery located
in its factory in Ennore to Coromandel International Limited for
Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. The sale
registration is still pending with the Sub Registrar office for
assessment of market value for stamp duty purposes. Subject
to this, the Company has computed capital gains on the sale
consideration as per the sale deed. The management is in
the process of filing a writ petition with Madaras high court
disputing the guideline value fixed by the govt of Tamil Nadu.

2) For the land held by the Company in Gujarat
valued at cost Rs 1,85,174 we are unable to
comment on the title of the Company as sufficient
audit evidence viz sale deed/allotment letter was
not provided. This was also reported by us in the
previous year.

The management is actively working to address this
qualification. We believe the impact of this qualification is not
material to the financial statements, as the land in question
continues to be in the possession and control of the Company,
and there are no disputes or claims challenging the Company’s
ownership. The valuation of the land at Rs. 1,85,174 is based
on historical cost, and no impairment indicators have been
identified. The sale deed/allotment letter for the land could not
be provided during the audit due to ongoing administrative
processes with the relevant authorities in Gujarat to obtain
the necessary documentation. The land was acquired several
years ago, and the original documents are in the process of
being retrieved or re-issued by the concerned government
department. The Company is in regular communication with
the authorities to expedite this process and expects to resolve
this matter in the near future.

3) Year-end direct balance confirmation in
respect of trade receivables Rs. 4,13,85,015,
trade payables Rs. 3,39,58,473, vendor advances
Rs. 7,19,50,858, advances from customers
Rs. 1,63,37,105 and other advances/deposits
Rs. 26,32,927 have not been provided for our
verification. In the absence of such confirmations,
we are unable to ascertain any consequential
effect of the above in the financial results for the
year.

The management believes that the impact of this qualification
is not material to the financial statements. The balances in
question are recorded based on the Company’s books of
accounts, which are maintained in accordance with applicable
accounting standards and reconciled regularly. There are no
known disputes or discrepancies with the counterparties
that would suggest a material misstatement in the reported
figures. The Company faced challenges in obtaining direct
balance confirmations from certain customers, vendors, and
other parties due to logistical constraints, including delayed
responses or non-cooperation from some counterparties,
particularly towards the year-end. Additionally, some of these
balances pertain to a large number of small-value transactions
with multiple parties, making it administratively difficult to
obtain confirmations within the audit timeline.

4) The Company has recorded its closing
inventory at Rs. 7,18,53,535 as of 31st March
2025. In the absence of stock valuation reports,
a detailed assessment of the valuation’s
correctness and its effect on financial reporting
for FY 2024-25 could not be ascertained.
Further, the Company does not have a system of
identifying and recording non-moving and slow-
moving inventories as a result of which we are
unable to comment on the impact of such items
in the accompanying financial statements.

The management believes that the impact of this qualification
is not material to the financial statements. The closing
inventory has been valued in accordance with the Company’s
established accounting policies, which are consistent with
applicable accounting standards. The valuation is based on
internal records, including physical stock counts and cost
computations, which have been reconciled with the books of
accounts. There are no indications of significant discrepancies
that would materially affect the financial results. The stock
valuation reports could not be produced for audit verification
due to an administrative oversight in the documentation
process during the year-end closing. Specifically, the detailed
valuation reports were not compiled in the format required by
the auditors within the audit timeline. This was primarily due
to a transition in the inventory management system during
FY 2024-25, which led to delays in generating the necessary
reports. However, the underlying data supporting the inventory
valuation is maintained in the Company’s records and has
been used to arrive at the reported figures.

5) Out of the total related party balances of
Rs. 11,63,11,633, sufficient audit evidence
for nature of such transactions by way of loan/
deposit agreements, balance confirmations wasnt
provided for Rs. 4,90,000. Hence, we are unable
to substantiate the correctness and existence of
these loans & advances.

The management believes that the impact of this qualification is
not material to the financial statements. The unverified amount
of Rs. 4,90,000 represents a small portion (approximately
1.1%) of the total related party balances. These balances are
recorded based on the Company’s books of accounts, which
are maintained in accordance with applicable accounting
standards and supported by internal documentation, including
board approvals and transaction records. There are no
indications of disputes or irregularities that would suggest a
material misstatement in these balances. The loan/deposit
agreements and balance confirmations for the specified
amount of Rs. 4,90,000 could not be provided during the
audit due to delays in obtaining formal confirmations from the
related parties involved. These transactions primarily involve
short-term advances extended to related entities, and the
documentation process was delayed due to administrative
challenges in coordinating with these parties, particularly
during the year-end closing period. The Company maintains
internal records of these transactions, but formal agreements
and confirmations were not compiled in time for the audit.

6. Attention is drawn to Note No 41(7)(n),
wherein a subsidy of Rs. 80 lakhs is carried in
the books as receivable from the Government for
which no documentary evidence was produced
to us for verification. Also, the Company has not
made a provision against such balance which
is outstanding for more than 8 years. Hence,
we are unable to comment on its realizability
or otherwise and its accounting treatment in
consonance with Ind AS 20.

The management believes that the impact of this qualification
is not material to the overall financial statements. The
subsidy receivable of Rs. 80 lakhs was recognized based
on the Companys eligibility under a government scheme,
supported by initial correspondence with the relevant
government authority at the time of recognition. The
management remains confident in the recoverability of this
amount, as there have been no formal communications from
the government indicating cancellation or rejection of the
subsidy claim. However, due to the prolonged duration of
the receivable, the management acknowledges the need for
further documentation to substantiate its realizability. The
documentary evidence supporting the subsidy receivable
could not be produced during the audit due to challenges in
retrieving updated correspondence or sanction letters from the
concerned government department. The subsidy pertains to a
scheme initiated over 8 years ago, and delays in government
processing, coupled with changes in administrative personnel,
have hindered timely documentation. The Company has not
made a provision against this balance, as it believes the
receivable is still recoverable based on ongoing discussions
with the government authority and the absence of any adverse
notifications. However, the lack of recent documentary
evidence has limited the ability to provide conclusive audit
evidence within the audit timeline.

7. The proceedings initiated by the Collector of
Nilgiris for repossession of certain plots of land
in Coonoor earmarked for public use has been
challenged by the company on a Write Petition
filed before Madras High Court and the matter
is pending adjudication. Decision, if any, by the
Madras High Court which does not go in favor
of the Company, could give rise to a liability
and consequential loss, which could not be
ascertained at the balance sheet date.

The proceedings initiated by the Collector of Nilgiris for
repossession of certain plots of land in Coonoor earmarked
for public use has been challenged by the company on a
Writ Petition filed before Madras High Court and the matter is
pending for adjudication.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and
Audit) Rules, 2014 read with Companies (Cost Records
and Audit) Amendment rules, 2014 the Company does
not fall under the purview of Cost Audit.

PARTICULARS ON CONSERVATION OF ENERGY,
RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
:

a) Energy Conservation:

i) The steps taken or impact on conservation of
energy- The company has taken efforts to conserve
and optimize the use of energy in the office.

ii) The steps taken by the company for utilizing
alternate sources of energy-NA

iii) The capital investment on energy conservation
equipments- NA

b) Technology absorption :

(i) the efforts made towards technology absorption;
Kothari Industrial Corporation Limited (KICL),
through its Drones & Geospatial Division, has
undertaken significant efforts to absorb advanced
technologies, particularly in geospatial services
and unmanned aerial vehicle (UAV) applications, to
deliver precise, reliable, and professional solutions
across sectors such as agriculture, mining, forestry,
and urban planning.

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution;

The absorption of drone and geospatial technologies
has yielded significant benefits for KICL, aligning
with the objectives of product improvement, cost
reduction, product development, and import
substitution. These benefits include:

1. Product Improvement:

o The use of drones for precision agriculture, such
as targeted spraying of bio and organic fertilizers,
has improved the quality and effectiveness of
agrochemical applications. For instance, KICL’s
30 new agro-products, including neem-based
and bio-organic inputs, are optimized for drone
and traditional spraying, enhancing agricultural
productivity and addressing pest and disease
challenges.

o Geospatial services like LiDAR and DGPS surveys
have improved the accuracy of mapping and data
collection, enabling high-quality deliverables for
clients in sectors like forestry, mining, and urban
planning.

2. Cost Reduction:

The precision application of agrochemicals using
drones has minimized resource wastage, reducing
pesticide and water usage significantly.

3. Product Development:

o KICL has developed new service offerings through
its drone and geospatial technologies, including
specialized applications like river morphology
analysis, mining surveys, and forest mapping. These
services cater to emerging needs in environmental
management and urban development.

o The launch of 30 new agro-products, including
insecticides, fungicides, and herbicides,
demonstrates product development tailored to
modern farming needs, supported by drone
technology for efficient delivery.

4. Import Substitution:

• By investing in geospatial software, data processing
hardware, and drone-related technologies, KICL has
reduced reliance on imported services for geospatial
and mapping solutions. The establishment of an
RPTO and in-house training programs further
supports local capacity building, minimizing the
need for foreign expertise.

• KICL’s focus on developing indigenous capabilities
in drone technology, such as training certified pilots
and engineers, contributes to import substitution
by fostering self-sufficiency in UAV operations and
maintenance.

(iii) in case of imported technology (imported during
the last three years reckoned from the beginning of
the year under reference) -

a) details of the technology imported;- NA

b) the year of import;- NA

c) whether the technology has been fully absorbed
and if not, areas where absorption has not taken
place, and the reasons thereof;- NA

(iv) the expenditure incurred on Research and
Development- The disclosure pertaining to
Research and Development is not applicable to your
Company.

c) Foreign Exchange Earnings and Outgo:

Particulars

FY 2024-25

Foreign Exchange Earnings
Foreign Exchange Outgo

Rs. 228578357.73
Rs. 6619958.58

Particulars

FY 2023-24

Foreign Exchange Earnings
Foreign Exchange Outgo

Rs. 5045596
Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that: -
a) In the preparation of the Accounts for the Financial
Year ended 31st March 2025 the applicable
accounting standards and schedule III of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time
being in force), have been followed along with the
proper explanation relating to material departure;

b) They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and
loss of the Company for that period.

c) To the best of their knowledge and information,
they 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;

d) They have prepared the annual accounts on a going
concern basis. The auditors have expressed an
emphasis of matter on Going Concern in their Audit.

e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls though adequate
are being strengthened on an ongoing basis quite
effective to operate effectively; and

f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiaries or
Associate Company nor does it have Joint Venture
with any entity. Consolidated Financial statements
are not applicable to your Company. During the year,
Kothari Marine International Limited has ceased to be
subsidiary of the company. The policy for determining
the material subsidiaries is available in our website at
www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

The Company does not have any subsidiaries as on 31st
march, 2025 and therefore only standalone financial
statements needs to be prepared. Consolidated Financial
statements are not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

During the year under review, the Company has not
provided loans, investment and guarantees under the
provisions of the Companies Act, 2013.

RISK MANAGEMENT:

The Company has implemented a risk management
policy including identification therein of elements of risk,
if any, which in the opinion of the Board is adequate.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and
rule 12(1) of the Companies (Management and
Administration) Rules, 2014 (as amended), a copy of
the Annual Return of the Company shall be placed on
the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your
Company had prior approval of the Audit Committee
and the Board of Directors, as required under the
Listing Regulations and the Companies Act 2013.
Subsequently, the Audit Committee and the Board
have also reviewed the Related Party Transactions on
a quarterly basis. Since all Related Party Transactions
entered into by your Company were in the ordinary
course of business and also on an arm’s length basis,
accordingly the particulars of the transactions as
prescribed in Form AOC - 2 is annexed as Annexure-IV.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to adhere
to all the stipulations laid down in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as
a part of this Annual Report is annexed as
Annexure-V.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial
standards issued by the Institute of Company
Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURT:

There are no significant and material orders passed by
the Regulators or Court that would impact the going
concern status of the company.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate
internal control system, which ensures that all assets
are safeguarded and protected and that the transactions
are authorized, recorded and reported correctly. The
Internal Financial Controls with reference to financial
statements as designed and implemented by the
Company are adequate. This has been endorsed by
statutory auditors in their separate report which is
annexed.

CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of
the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
for its Board of Directors and senior management
and employees, the Company has formulated a
comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and
employees to such extent as may be applicable to them
depending upon their roles and responsibilities. The
Code gives guidance and support needed for ethical
conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer
Value, Integrity, one team and Excellence. A copy of the
Code has been uploaded on the Company’s website
www.kotharis.in. The Code has been circulated to
all the Directors and Management Personnel and its
compliance is affirmed by them annually. A declaration
signed by the Company’s Executive Chairman
and Managing Director for the compliance of this
requirement is published in this Report.

INTERNAL AUDITOR:

Mr. Venkateswara Rao, who is an employee and
qualified and experienced Chartered Accountant, as
the Internal Auditor of the Company has carried out
effective internal audit of the operations and accounts
of the company during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Subsequent to the end of the financial year i.e., 31st
March 2025,

1) The Company has

• has entered into an agreement and is in process
to acquire certain footwear assets from Zaimus
Trends Pvt Ltd for ''70 lakhs.

• the Company executed a long-term strategic
business agreement with Zaimus Trends Private
Limited for sourcing, manufacturing, supply, and
brand management of footwear products under the
Company-owned trademarks “Jeetlo”, “Zodiz” and
“Zodiz Kidoz”.

• acquired trademarks “Jeetlo”, “Zodiz” and “Zodiz
Kidoz” from ZyfTex Pvt Ltd, Zaimus International Pvt
Ltd, and Zaimus Trends Pvt Ltd for ''11 lakhs.

These developments will strengthen the Company’s
footwear division and enhance its market presence.

2) The Company entered into an agreement to acquire
30% equity stake held by Mr. Rafiq Ahmed in
Phoenix Kothari Footwear Limited. This investment
is considered a material commitment which may
significantly impact the financial position of the
Company in future years.

3) The Company has launched new agro products in
the fertilizer segment. This strategic expansion is
expected to strengthen the Company’s position in
the agri-input market.

4) The company has opened Kicker’s footwear
showroom in Indoor and Noida and opened various
restaurants.

5) Company has entered into Slump sale agreement
with Parveen Roadways to purchase/acquisition
of Sole Proprietor-Parveen Roadways by way of
Slump Sale for a cash consideration of Rs. 24.04
crores.

LISTING:

The Company is listed on The Bombay Stock Exchange
(BSE) and Calcutta Stock Exchange Limited (CSE). The
Company confirms that it has paid listing fees for the
financial year 2025-2026 to BSE Limited and the Company
has not paid listing fees to CSE since 1998.

DEPOSITS:

The Company has not accepted any public deposit during
the year.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion and Analysis describing
the Company’s objectives, projections, estimates and
expectations may constitute ‘forward looking statements’
within the meaning of applicable laws and regulations.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the
valuable support of management, Financial Institutions,
Government authorities, Banks, and Employees and
shareholders. The cooperation and the forbearance of the
members are gratefully acknowledged.

By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED

J RAFIQ AHMED
Executive Chairman &
Place : Chennai Managing Director

Date : 26.08.2025 DIN : 02861341


Mar 31, 2024

Your Directors hereby present their 54th Annual Report on the business and operations together with the Audited Accounts of the Company for the year ended March 31,2024.

SUMMARY OF FINANCIAL RESULTS:

Rs. in Lakhs

Particulars

2023-24

2022-2023

Total Revenue

2714.12

1031.86

Total Expenses

3648.82

2777.98

(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax

(1230.49)

(600.99)

Depreciation

24.88

11.26

Interest

270.92

1134.61

Profit/(Loss) before Exceptional Item and Tax

(934.69)

(1746.86)

Exceptional Items(net)

4967.16

(230.00)

Profit/(Loss) before Tax

4032.47

(1976.86)

Tax Expenses

863.14

-

Profit/(Loss)for the year

3169.33

(1976.86)

Other Comprehensive Income

109.96

(14)

Total Comprehensive Income

3279.29

(1990.86)

Earnings per share

26.27

(10.34)


DIVIDEND

The Board of directors of the company has not recommended any dividend for the year ended 31st March, 2024.

PERFORMANCE

The performance of the company during the year under review is satisfactory and promising. The Board of directors will thrive to improve the performance during the current year. In addition, during the year the company has diversified into various businesses such as Drones, Restaurants and footwear.

A detailed note on performance is furnished in the management discussion and analysis report.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review Company has started to do business in Footwears. The company has entered into various agreements with branded footwears company.

PROSPECTS

Due to diversification to other businesses, it is expected that the company will register better performance during the coming year.

SHARE CAPITAL:

Share Capital

31.03.2024

31.03.2023

(Amount in INR)

a) Authorized Share Capital

5,00,00,000 Equity Shares of Rs.5/- each

25,00,00,000

25,00,00,000

b) Issued, Subscribed and fully Paid-up Share Capital

6,24,19,425

9,55,54,425

The company has not issued any shares during the year under review.

REDUCTION OF SHARE CAPITAL

Your Board of Directors at their meeting held on 31.10.2020, approved a Scheme of Reduction of share capital (the Scheme), to extinguish / cancel 66,27,000

equity shares of the Company held by Promoters group of the Company, as detailed in the Scheme which is posted on the Company’s website. The Scheme was approved by the shareholders through a special resolution vide postal ballot dated June 30, 2021, and was taken on record by the stock exchanges (BSE -designated stock exchange for this purpose).

The Company had filed the application/scheme for reduction of capital before the NCLT, Chennai. NCLT, Chennai has approved the scheme of reduction of capital via an order dated 10.05.2023. The company had filed e-form INC-28 with the Registrar of Companies, Chennai on 30.05.2023, upon which the scheme has become effective. The issue subscribed and paid-up capital of the Company stands reduced from 1,91,10,885 equity shares of ''5/- each aggregating to ''9,55,54,425 to 1,24,83,885 equity shares of ''5/- each aggregating to ''6,24,19,425.

TRANSFER TO RESERVES

Your company has not transferred any amount to the reserves for the year ended 31st March, 2024 in the absence of profit.

MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE:

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (hereinafter referred to as Listing Regulations) the Management Discussion and Analysis Report is appended as Annexure I to this report.

PARTICULARS OF EMPLOYEES:

The details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this report and will be provided to any member on a written request to the Company Secretary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Change in Board Constitution and KMP

i) Mr. Pradip D Kothari, Director, will retire at the forthcoming Annual General Meeting. He is eligible for re-election and offers himself accordingly, subject to the approval of the members at the ensuing Annual general meeting of the company.

ii) During the year, Mr. N Balajee resigned from the post of Chief financial officer on 24.04.2023. During the year, Mr. Vijayaraghvan was appointed as a Chief financial officer of the Company on 25.05.2023 and resigned on 06.02.2024. Mr. Hari Kishore Arikati was appointed as a Chief financial officer of the Company as on 14.02.2024.

B) Details with regards to meeting of Board of Directors during the year of the Company (i) Composition of the Board of Directors as on the date of this Report is mentioned below:

Name of the Director

Designation

Category

Mr. Pradip D Kothari

Director/Chairman

Non-executive Non-Independent Director

Mr. J Rafiq Ahmed

Vice Chairman & Managing Director

Executive Director

Mr. D Gunasekaran

Director

Independent Director

Mr. Dilip Machadoo

Director

Independent Director

Ms.Thoopjlamudu Arulpathy Rajalaxmi

Director

Non-executive Non-Independent Director


(ii) Board meeting:

The Board of Directors met 05 times during the financial year ended 31st March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

During the FY 2023 - 2024, 05 meetings of the Board of Directors of the Company were held i.e., on 25.05.2023, 05.08.2023, 31.08.2023, 14.11.2023, and 14.02.2024. The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

Name of Director

No. of Board Meetings attended

Mr. Pradip D Kothari

04

Mr. J Rafiq Ahmed

05

Mr. D Gunasekaran

05

Mr. DilipMachado

05

Ms. Thoopjlamudu Arulpathy Rajalaxmi

05

(C) Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is posted on the website of the Company www.kotharis.in. We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

(D) Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director(s) under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

(E) Familiarization Programme For Independent Directors:

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company www.kotharis.in. All new Independent Directors (IDs) included in the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and its procedures.

(F) Separate Meeting of Independent Directors:

TThe Independent Directors of the Company had met during the year on 30th March 2024 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board without the presence of the Non-Independent Directors and members of the Management.

(G) KEY MANAGERIAL PERSONNEL:

The following are Key Managerial Personnel:

Mr. J Rafiq Ahmed, Managing Director

Mr. Anil Kumar Padhiali, Company Secretary cum

Compliance officer

Mr. N Balajee, Chief Financial Officer (appointed on 01.12.2022 and Resigned on 24.04.2023)

Mr. Vijayaraghavan, Chief Financial Officer (appointed on 25.05.2023 and resigned on 06.02.2024)

Mr. Hari Kishore Arikati was appointed as a Chief financial officer of the Company as on 14.02.2024

COMPOSITION OF BOARD’S COMMITTEES:

Currently, the Board has three Committees: The Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder’s Relationship Committee. All Committees are appropriately constituted.

1) Audit Committee:

(a) Terms of Reference:

The powers, role and terms of reference of the Audit Committee covers the area as mentioned under Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The powers, role and terms of reference of the Audit Committee include inter alia oversight of Company’s financial reporting process, internal financial controls, reviewing the adequacy of the internal audit function, reviewing with management the quarterly/ annual financial statements before submission to the Board, recommending the appointment of statutory auditors and fixation of their remuneration, approval of related party transactions, evaluation of risk management systems etc.

(b) Composition, name of members and chairperson:

The Audit Committee Comprises 3 members, which includes one Non-executive Director and two NonExecutive Independent Directors. The members of the Committee are as follows:

Mr. Dilip Machado

Chairman

Non-executive

Independent

director

Mr. Pradip D Kothari

Member

Non

Independent

Non-Executive

Director

Mr. D Gunasekaran

Member

Non-executive

Independent

director

(c) Meetings and attendance during the year: During the financial year under review, Audit Committee Meetings were held 5 times in a year viz., on 25.05.2023, 05.08.2023, 31.08.2023, 14.11.2023 and 14.02.2024 and the attendance of the members at the Audit Committee meetings was as follows:

Name of the Members

Attendance particulars

Meeting

Held

During the year

Meeting Attended During the year

Mr. Dilip Machado

5

5

Mr. Pradip D Kothari

5

4

Mr. D Gunasekaran

5

5

2) Nomination and Remuneration Committee:

(a) Terms of Reference:

The terms of reference of the Committee include the following namely formulation of criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Directors performance, devising a policy on Board diversity, identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend to Board their appointment and removal.

(b) Composition, name of members and chairperson:

The Committee Comprises 3 members, which includes three Non-Executive Directors. The members of the Committee are as follows:

Mr. Dilip Machado

Chairman

Non-Executive

Independent

director

Mr. D Gunasekaran

Member

Non-Executive

Independent

director

Ms.Thoopjlamudu

Arulpathy

Rajalaxmi

Member

Non-Executive

Non-Independent

director

(c) Meetings and attendance during the year:

During the financial year under review, Nomination and Remuneration Committee Meetings was held 2 times in a year viz 25.05.2023 and 14.02.2024 viz., the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Attendance particulars

Name of the Members

Meeting Held During the year

Meeting Attended During the year

Mr. Dilip Machado

2

2

Mr. D Gunasekaran

2

2

Ms.Thoopjlamudu

Arulpathy

Rajalaxmi

2

2

(d) Performance evaluation criteria for independent directors:

The criteria for evaluation of the Independent Directors will be attendance, participation in deliberations, understanding the Company’s business and that of the industry and in guiding the Company in decisions affecting the business and additionally based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013. A formal evaluation mechanism has been adopted for evaluating the performance of the Board, Committees thereof, individual Directors and the chairman of the Board:

3) Stakeholders Relationship Committee:

(a) Terms of Reference:

The Committee looks into redressal of grievances of the investors namely shareholders. The Committee deals with grievances pertaining to transfer of shares, non-receipt of annual report, non-receipt of dividend, dematerialisation / dematerialisation of shares, non-receipt of dividend warrants, transfer/ transmission/split of shares etc. The Board of Directors have delegated the power of approving transfer/transmission of shares to a Share Transfer Committee.

(b) Composition, name of members and chairperson:

The Committee Comprises 3 members, which includes three non-executive Directors. The members of the Committee are as follows:

Mr. D Gunasekaran

Chairman

Non-Executive

Independent

director

Mr. Dilip Machado

Member

Non-Executive

Independent

director

Ms.Thoopjlamudu

Arulpathy

Rajalaxmi

Member

Non-Executive

Non-Independent

director

During the financial year under review, Stakeholder Relationship Committee Meetings were held 32 times in a year viz. 07-04-2023, 13-04-2023, 28-04-2023, 10-05-2023, 26-05-2023, 02-06-2023, 09-06-2023, 16-06-2023, 27-06-2023, 05-07-2023, 21-07-2023, 31-07-2023, 07-08-2023, 18-08-2023, 25-08-2023, 01-09-2023, 08-09-2023, 22-09-2023, 29-09-2023, 06-10-2023, 13-10-2023, 20-10-2023, 14-11-2023, 24-11-2023, 01-12-2023, 18-12-2023, 02-01-2024, 10-01-2024, 24-01-2024, 09-02-2024, 16-02-2024 and 29-02-2024 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Name of the Members

Attendance particulars

Meeting

Held

During the year

Meeting Attended During the year

Mr. Dilip Machado

32

32

Mr. D Gunasekaran

32

32

Ms.Thoopjlamudu Arulpathy Rajalaxmi

32

32

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made, pursuant to the section 134(3) of the Companies Act, 2013.

The Nomination and Remuneration Committee (“NRC”) reviewed the annual performance of the individual Directors.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as a whole was evaluated.

VIGIL MECHANISM:

TThe Company has established a mechanism for Director’s and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company’s Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Vigil Mechanism policy of the company is available on our website www. kotharis.in.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company do not meet the

criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy. Company has constituted the internal complaint committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Santosh Senapati &Co, Company Secretary in practice, Chennai to conduct the Secretarial Audit of the Company for the 12 months period ended on 31st March, 2024. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report.

Comments of the Board on the qualification/reservation/ adverse remarks/disclosure made:

Observations by Secretarial Auditor

Management Reply

1) The total promoter and Promoter group shareholding is not fully Dematerialized as per Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015).

The company was suspended since 2000, due to suspension, some of the Promoter and Promoter group did not dematerialize their shares. Now the Company’s shares are trading in the market and the date of revocation is 28.03.2024. The Board of Directors has informed the promoter and promoter group except M/s. Saloman Investment Limited to dematerialize their shares. M/s. Saloman Investment Limited is a defunct company. Date of defunct is 24.02.2007. Except M/s. Saloman Investment Limited, remaining Promoter and Promoter group will convert their physical shares to demat.

STATUTORY AUDITORS & AUDITORS REPORT:

The Board of Directors of the Company, in their meeting held on 31st August, 2023, recommended the appointment of M/s. RAY & RAY, Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold office from the conclusion of the 53rd AGM till the conclusion of the Annual General Meeting to be held in the year 2028. At the 53rd Annual General Meeting of the company held on 30th September 2023, M/s. RAY & RAY, Chartered Accountants were appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.

The Independent Auditors’ Report on the accounts for the financial year ended 31st March 2024 contain qualification remarks.

Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

Observations by Secretarial Auditor

Management Reply

1) During the year, the Company has sold its land and plant and machinery located in its factory in Ennore to Coromandel International Limited for Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. We were informed that the sale registration is still pending with the Sub Registrar office for assessment of market value for stamp duty purposes. Subject to this, the Company has computed capital gains on the sale consideration as per the sale deed. Pending the final order of the SRO, we are unable to comment on the correctness of the computation of the capital gains in line with the relevant provisions of the Income Tax Act 1961. To this extent, the provision for income tax may undergo revision depending on the outcome of the order of the competent authority against the writ petition.

During the year, the Company has sold its land and plant and machinery located in its factory in Ennore to Coromandel International Limited for Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. The sale registration is still pending with the Sub Registrar office for assessment of market value for stamp duty purposes. Subject to this, the Company has computed capital gains on the sale consideration as per the sale deed. The management is in the process of filing a writ petition with Madaras high court disputing the guideline value fixed by the govt of Tamil Nadu.

2) For the land held by the Company in Gujarat valued at cost Rs. 1,85,174 since only Form 7 was made available, we are unable to comment on the title of the Company as sufficient audit evidence viz sale deed/allotment letter was not provided.

Land held by the company in Gujrat valued cost Rs.185174/-. The management produced form no. 7 issued by the local authority of Gujrat govt. Since the original documents have been misplaced, we could not produce the original document before the Auditor. For all the purpose the form no.7 can be treated as a title to the Gujrat property.

3) Year-end direct balance confirmation in respect of promoter loans, trade receivables, trade payables, vendor advances, advances from customers and other advances/deposits have not been provided for our verification and record for all the parties. In the absence of such confirmations, we are unable to ascertain any consequential effect of the above in the financial results for the year.

Confirmation with respect to promoter loans, trade receivables, trade payables, vendor advances, advances from customers and other advances/deposits received from some of the parties addressed to us and the same is produced before the auditor.

4) Out of the long-term loans and advances of Rs. 9,79,06,905, sufficient audit evidence by way of loan/deposit agreements, balance confirmations was not provided for Rs. 55,73,959. Hence, we are unable to substantiate the correctness and existence of these loans & advances.

With respect to the long term and advances, we have received confirmation of Rs. 92332946/- . For rest of the parties, we sent confirmation letters but yet to receive reply from them.

5) The Company has receivable in GST account as per books of Rs 4,98,493 which has not been reconciled with the GST portal. Further, there is a debit balance in GST payable account in the books amounting to Rs. 16,37,333 as against a liability of Rs. 10,73,896 in the GST return filed for the month of March 2024. We are unable to verify the same in the absence of reconciliation by the Company. Due to such statutory non-compliance, we are unable to comment on the actual recoverability and payment of the dues against such balances.

Our finance team is working diligently to reconcile the GST receivable and payable accounts with the GST portal and rectify any discrepancies. We are committed to resolving these compliance issues promptly and ensuring all statutory dues are up to date.

6) The proceedings initiated by the Collector of Nilgiris for repossession of certain plots of land in Coonoor earmarked for public use has been challenged by the company on a Write Petition filed before Madras High Court and the matter is pending adjudication. Decision, if any, by the Madras High Court which does not go in favor of the Company, could give rise to a liability and consequential loss, which could not be ascertained at the balance sheet date.

The proceedings initiated by the Collector of Nilgiris for repossession of certain plots of land in Coonoor earmarked for public use has been challenged by the company on a Writ Petition filed before Madras High Court and the matter is pending for adjudication.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

LOAN FROM MANAGING DIRECTOR:

During the year, the company received a loan from the Managing Director. The loan details are mentioned in the financial statements.

PARTICULARS ON CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Energy Conservation:

(i) The steps taken or impact on conservation of energy- The company has taken efforts to conserve and optimize the use of energy in the office. ii) The steps taken by the company for utilizing alternate sources of energy-NA.

iii) The capital investment on energy conservation equipments- NA.

(b) Technology absorption:

(i) The efforts made towards technology absorption;

The KOTHARI INDUSTRIAL CORPORATION LIMITED (KICL) has acquired a 10-year-old Surveying, Aerial Data Processing, Geo Spatial Company called ‘Geo Adithya Technologies’ and ‘Geo Aadithya International’ on 01 Jun 2022, by way of Slump Sale agreements to extend its services in the field of Surveying, Aerial Data Processing and Geo Spatial verticals.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

KICL has made a purchase of Geospatial software, Data Processing Hardware, Drones and Drone related software for providing Drone related services and for executing Drone Projects.

KICL has been Empaneled for “Tamil Nadu Unmanned Aerial Vehicle Corporation”, Tamil Nadu Department of Geology and Mining and been qualified for providing Geospatial Survey and Drone Related Services.

After acquiring, KICL has participated in Drone Tenders and won the Adyar Drone Unit tender by Greater Chennai Police and has successfully delivered the Project.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) -

a) details of the technology imported;- NA

b) the year of import;- NA

c) whether the technology has been fully absorbed and if not, areas where absorption has not taken place, and the reasons thereof:- NA

(iv) the expenditure incurred on Research and Development- The disclosure pertaining to Research and Development & Technology Absorption is not applicable to your Company.

(c) Foreign Exchange Earnings and Outgo:

Particulars

FY 2022-23

Foreign Exchange Earnings

Rs. 111444.00

a) Providing land survey service for GCP collection using DGPS

Foreign Exchange Outgo

Rs. 2744035.80

a) Advance for buying Drone software

b) Wood Purchase

Rs. 1685749.00

Particulars

FY 2023-24

Foreign Exchange Earnings

a) Service

Rs. 5045596

Foreign Exchange Outgo

Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that: -

a) In the preparation of the Accounts for the Financial Year ended 31st March 2023 the applicable accounting standards and schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with the proper explanation relating to material departure;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and Profit of the Company for that period.

c) To the best of their knowledge and information, they 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; and

d) They have prepared the annual accounts on a going concern basis. The auditors have expressed an emphasis of matter on Going Concern in their Audit.

e) The Directors have laid down internal financial

controls to be followed by the Company and that such internal financial controls though adequate are being strengthened on an ongoing basis quite effective to operate effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES:

Kothari Marine International Limited is an unlisted subsidiary of the Company. The Company is holding 99.99 percent shares of that Company and does not have any Associate Company nor does it have Joint Venture with any entity. Consolidated Financial statements are applicable to your Company. The policy for determining the material subsidiaries is available in our website at www.kotharis.in.

CONSOLIDATION FINANCIAL STATEMENTS:

The Audited Consolidated financial statements of the company for the Financial Year ended 31st March 2024 together with the report of the Independent Auditors form part of the Annual Report.

Pursuant to first proviso to subsection (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rule, 2014 a statement containing salient features of financial statements of subsidiary is annexed as Annexure IV. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not invested or given any loan or guarantee or in terms of Section 186 of the Companies Act, 2013, during the financial year 2023-24. The details of Investment made by the company mentioned in the financial statements.

RISK MANAGEMENT

The Company has implemented a risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board is adequate. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.kotharis.in.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations and the Companies Act 2013. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm’s length basis, accordingly the particulars of the transactions as prescribed in Form AOC - 2 is annexed as Annexure-V.

CORPORATE GOVERNANCE:

Your Company shall not be mandatorily required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Court that would impact the going concern status of the company.

INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. This has been endorsed by statutory auditors in their separate report which is annexed.

CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence. A copy of the Code has been uploaded on the Company’s website www. kicl.in .The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Company’s Managing Director for the compliance of this requirement is published in this Report.

INTERNAL AUDITOR:

M/s.N.Ganesan & Co, Chartered Accountants as the Internal Auditor of the Company have carried out effective internal audit of the operations and accounts of the company during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company occurred.

LISTING:

The Company is listed on The Bombay Stock Exchange (BSE) and Calcutta Stock Exchange Limited (CSE). The Company has paid listing fees for the financial year 2024-2025 to BSE Limited and the Company has not paid listing fees to CSE since 1998.

DEPOSITS:

The Company has not accepted any public deposit during the year.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the valuable support of management, Financial Institutions, Government authorities, Banks, and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.


Mar 31, 2014

Dear members,

The Directors present herewith the Forty-fourth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the Financial Year ended 31st March, 2014.

The Financial Results are as follows:

2013 - 14 2012 - 13 (Rs.in Lacs)

Turnover/ Income from Services 8361.29 10807.19

Profit/(Loss) before Interest and Depreciation (566.73) 58.50

Interest and Finance Charges 243.07 232.83

Loss before Depreciation (809.80) (174.33)

Exceptional Items - 6.65

Loss before depreciation (809.80) (167.68)

Depreciation 53.45 41.61

Taxation - -

Loss for the year (863.25) (209.29)

Balance Loss brought forward from the previous year (2463.09) (2253.80)

Loss carried to Balance Sheet (3326.34) (2463.09)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2014.

OPERATIONS:

The Turnover of NPK Mixtures, Straight fertilizers and Trading activities was Rs.7871.74 lakhs as compared to Rs.10576.02 lakhs in the previous year. The Single Super Phosphate plant near Chennai could be operated only for a part of the year in view of inadequate working capital requirements. The production was 2826 MT as compared to 35891 MT in the previous year.

FUTURE PROSPECTS:

The Company is in the advanced stage of tie-up for financial assistance for effectively putting in the use of available facilities at its fertilizer plant. It is expected that, barring unforeseen circumstances, the company would be in a position to re-start production of Single Super Phosphate by end January 2015.

With respect to production and sale of NPK Mixtures and other products, the Company is planning to increase the quantum of sales by effective utilization of the available working capital.

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are attached to this report.(Annexure-A).

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with certification of the Chairman and Managing Director, Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached and form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956, the Directors'' Responsibility Statement is also attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year.

DIRECTORS:

Mr.K.Santhanam, Dr.Easo John and Mr.Chetan Vijay Pagariya being Independent Directors are not liable to retire by rotation as per the provisions of the New Companies Act. Hence, their appointments are proposed for a period of 5 years as Independent Directors at the ensuing 44th Annual General Meeting.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors, M/s.B.B.Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec.224(1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditor''s Report, the financial note no.17(b) is self-explanatory.

Further, the company''s reduced operations due to absence of credit facilities, had severe impact on the cash flows resulting in certain statutory dues falling in arrears and speedy steps are being taken to fulfill the obligations as soon as feasible.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.1.66 lakhs towards upgradation of in-house Research & Development wing at its Super Phosphate factory.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors Pradip D. Kothari Chairman & Managing Director Place: Chennai Date: 12.11.2014


Mar 31, 2012

The Directors present herewith the Forty Second Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the financial year ended 31st March, 2012.

The Financial Results are as follows:

2011 -12 2010- 11 (Rs.in Lacs)

Turnover/Income from Services 11329.85 10775.89

Profit before Interest and Depreciation 430.96 926.18

Interest and Finance Charges 292.76 180.77

Profit before Depreciation 138.20 745.41

Exceptional items (51.33) (1025.56)

ProfitZ(Loss) before Depreciation 86.87 (351.97)

Depreciation (39.19) (35.93)

Taxation - -

Profit/(Loss) for the year 47.68 (316.04) Balance Loss brought forward

from the previous year (2301.48) (3474.16) Reduction of Share Capital &

Premium theron' - 1488.72

Loss carried to Balance Sheet (2253.80) (2301.48)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2012.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading in pesticides was Rs.11162.32 Lakhs as compared to Rs.9590.62 Lakhs in the previous year. The Company produced 49040 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

The Company has signed a contract with a large manufacturer of Agro Chemicals for marketing a range of herbicides, insecticides and fungicides under specific brand names and by leveraging the "Kotharis” and "Horse Brand” and augmenting the revenue stream.

The particulars required linder Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are attached to this report.(Annexure - A)

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with certification of the Chairman and Managing Director, Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion ' and Analysis Report are attached and form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956, the Directors' Responsibility Statement is also attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year.

DIRECTORS:

Mr.K.Santhanam & Mr.Chetan Vijay Pagariya, Directors retires by rotation and are eligible for reappointment. Mrs.Surekha P Kothari was co- opted as an Additional Director with effect from

19.09.2011 and she retires at the ensuing Annual General Meeting. It is proposed to appoint her as a Director at the ensuing Annual General Meeting.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have selected such accounting policies . and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors, M/s.B.B.Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec.224(1 B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.2.16 lakhs towards upgradation of in-house Research & Development wing at its Super Phosphate factory.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors

Pradip D. Kothari

Place: Chennai Chairman &

Date: 29.05.2012 Managing Director


Mar 31, 2010

The Directors present herewith the Fortieth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the financial year ended 31" March, 2010.

The Financial Results are as follows:

2009 - 10 2008 - 09

(Rs.in Lacs)



Turnover/Income from Services 5625 10 2972 06

Profit before Interest and 14.28 438.49 Depreciation

Interest and Finance Charges 67.87 5.06

Profit before Depreciation (53.59) 433 43

Exceptional items (39.97) (81.21)

Profit/(Loss) before Depreciation (93.56) 352.22

Depreciation (15.92) (14. 71)

Taxation (211.74) (777.86)

Loss (321.22) (440.35) Balance Loss brought forward

from the previous year (3152.94) (4476 79)

Loss carried to Balance Sheet (3474.16) (3152.94)





In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2010.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading-in pesticides was Rs.5214.00 Lakhs as compared to Rs.2400.26 Lakhs in the previous year. Your Directors are pleased to report the successful restoration of the production of Single Super Phosphate at its plant at Ennore during Dec 09 - Jan. 10. The Company produced 11370 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

As mentioned in the last Annual Report, the Company is contemplating issue of shares at par to Promoters, Promoters Group and others on preferential basis subject to the approval of appropriate authorities for making available the adequate working capital.

With respect to transportation of Single Super Phosphate to various parts of the country, the Company has planned to lay a dedicated Railway Siding. In this regard, it has already obtained, the necessary permission from the Indian Railways,

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are attached to this report. (Annexure - A)

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with . certification of the Chairman and Managing Director. Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached to form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956. the Directors Responsibility Statement is aiso attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year

DIRECTORS:

Mr. Chetan Vijay Pagariya Director retires by rotation and is eligible for reappointment.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

Financial Year and of the Profit or Loss of the Company for that period.

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors, M/s. B. B. Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec. 224 (1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditors Report, the relevant financial notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.0.41 lakhs towards upgradation of in-house Research & Development wing at the fertilizer factory situated at Ennore near Chennai.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.



On behalf of the Board of Directors

Place: Chennai Pradip D. Kothari

Date: 24.08.2010 Chairman &

Managing Director


Jun 30, 2003

The Directors present herewith the Thirtythird Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the 15 months period ended 30th June, 2003.

The financial year of the Company was changed from April - March to July-June and the financial year 2002-03 was extended by three months, comprising of 15-Months period.

Financial Results (Rs. in lacs)

2002-03 2001-02 (15 months) (12 months)

Turnover/Income from Services 3,771.56 4,179.37

Profit on sale of Fixed Assets 15.79 1,364.48

Other Income 218.15 188.97

Profit/(Loss) before Interest and Depreciation (600.41) (67.74)

Interest and Finance Charges 79.94 455.54

Profit/(Loss) before Depreciation (680.35) (523.28)

Depreciation 153.94 148.49

Profit/(Loss) before Tax (834.29) (671.77)

Provision for Income Tax (180.52) —

Profit/(Loss) after Tax (653.77) (671.77)

Balance Profit/(Loss) brought forward from the previous year (620.64) 51.13

Balance Profit/(Loss) carried to Balance Sheet (1,274.41) (620.64)

In the absence of profits for the period under review, the Directors could not recommend any dividend.

PHYSICAL PERFORMANCE:

The production and turnover particulars of the various divisions are as follows:-

PRODUCTION TURN OVER

2002-03 2001-02 2002-03 2001-02

(15 Months) (12 months)(15 Months) (12 months)

FERTILISERS

Superphosphate (MT) — 3,383 148.03 252.2

Sulphuric Acid (MT) — — — 8.2

Mixtures (MT) 31,711 29,827 1756.83 1497.64

Sodium Silico Flouride (MT) — 22 — 3.11

Straight Fertilisers — — 767.78 395.02

Pesticides Trading — — 222.92 177.87

2895.56 2334.04

PLANTATION

Tea (lac Kgs) 16.95 27.81 876 1602.73

GRANITE

Monuments (cubic metres) — 335 — 242.6

COFFEE CURED (MT) — 416 - -

Curing. Charges 3771.56 4187.61

The performance of the Company during the period under review was affected due to general economic recession, monsoon failure and financial constraints faced by the Company. The operations of the Fertilizer Factory, Super Phosphate Plant and Sulphuric Acid Plant continued to be suspended during the period under review. There was improvement in the sale of NPK Mixtures, Trading in Pesticides and Straight Fertilizers.

The performance of the Tea Division was affected on account of sharp decline in tea prices. Tea Division was unable to take up any development work.

Kothari Coffee Curing Works was operated and maintained by the buyer pending completion of formalities.

The Company obtained consent of the Shareholders pursuant to the provisions of Section 293(1 )(a) of the Companies Act, 1956 for transfer of Glendale Estate, Nilgiris, Tamilnadu for transfer to the Companys wholly owned subsidiary Messrs Kothari (Madras) International Limited.

Due to severe financial constraints, the Company was not able to pay the overdue interest to the Debentureholders in respect of 16% Secured Redeemable Non Convertible Debentures of Rs. 150/- each and also could not redeem the Debentures on the due dates. At the meeting of the Debentureholders held on 22nd April, 2003, subject to the approval of UTI, consent was accorded for seeking modification to the Consent Terms dated 23rd June, 2000, redeeming the Debentures before 30th September, 2003, for payment of simple interest at 5% per annum and for waiver of interest, overdue interest and future interest liability. The Company could not implement the resolutions since the expected investment of funds did not materialize.

The Company continues to pursue its efforts to settle the dues to the pressing creditors including the Debentureholders liability. The Company was also exploring the possibility of inducting a joint venture partner who would be able to invest funds for settling the creditors, for reviving the operations of Fertilizer Division and for providing working capital funds.

DIRECTORS:

Mr.B. Perumalswamy and Mr.G.Natarajan were appointed as Additional Directors of the Company

on 14th November, 2002.

RESPONSIBILITY STATEMENT:

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) They have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENT

The Companys two wholly owned subsidiaries, viz. Kothari (Madras) International Limited and Chennai Agro Tech and Stones Limited are held with a view of their disposal in the near future. Clause 11 of the Accounting Standard No. 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India exempts the presentation of consolidated accounts of holding and subsidiary companies in the circumstances and hence not included in the Annual Report.

AUDITORS

Messrs M.K Dandeker & Co., and B.B.Naidu & Co., Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

AUDITORS REPORT:

With regard to the remarks in the Auditors Report, the relevant financial notes are self explanatory. As regards gratuity liability, an actuarial evaluation will be undertaken to quantify the shortfall in this regard.

SAFETY AND ENVIRONMENT:

The Company continued to maintain a good safety record. The manufacturing units and the plantations of the Company are environment friendly and maintain all safety standards and measures.

COMPANIES (DISCLOSURE OF INFORMATION IN DIRECTORS REPORT) RULES, 1988:

As required under section 217(1)(e) of the Companies Act, 1956, the details regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo are given in the Annexure A attached hereto, forming part of this Report.

DEPOSITS:

The Company held Rs.72.53 lacs as deposits from public and OCBs as on 3oth June, 2003 out of which deposits aggregating to Rs.70.16 lacs (including NRI deposits of Rs.65.14 lacs) have matured, but remain unclaimed as on that date. Of the balance, Rs.0.03 lacs is repayable within a year.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs.2 lacs or more per month.

SUBSIDIARIES:

The results of Kothari (Madras) International Limited, one of the subsidiaries is attached to this report, along with the statement specified in Section 212 of the Companies Act, 1956. However, the accounts for the subsisidary, Chehnai Agro-Tech

And Stones Ltd., are not available since the operator of the division has not yet submitted the accounts.

CORPORATE GOVERNANCE:

The Company is presently handicapped due to absence of a Company Secretary (the previous Company Secretary having left the services in December 2004) and there being only a skeleton staff in the Secretarial Department, it has not been possible to prepare in time the Corporate Governance and Management Analysis Report required to be annexed to the Annual Report which shall be circulated to the Members as soon as they are compiled.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and timely help of the financial institutions, government authorities, banks and employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors

Pradip D. Kothari Chairman

Place : Chennai Date : 3rd September 2005

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