Equity Analysis

Directors Report

    Kothari Industrial Corporation Ltd
    Industry :  Trading
    BSE Code
    ISIN Demat
    Book Value()
    509732
    INE972A01020
    6.8904815
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    KOTHARINDL
    11.14
    481.98
    EPS(TTM)
    Face Value()
    Div & Yield %:
    10.18
    5
    0
     

Dear Members,

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:

31.03.2024 31.03.2023

Share Capital

(Amount in INR)
a) Authorized Share 25,00,00,000 25,00,00,000
Capital

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

6,24,19,425

b) Issued, Subscribed and fully Paid-up

9,55,54,425
Share Capital

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 Director Non-executive Non-Independent
Rajalaxmi 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 05
Arulpathy Rajalaxmi

(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 Non-Executive 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:

Attendance particulars

Name of the Members

Meeting Held Meeting Attended
During the year 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 2 2
Arulpathy
Rajalaxmi

(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:

Attendance particulars

Name of the Members

Meeting Held During the year Meeting Attended During the year
Mr. Dilip Machado 32 32
Mr. D Gunasekaran 32 32
Ms.Thoopjlamudu
32 32
Arulpathy Rajalaxmi

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

Rs. 5045596
a) Service

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.

By Order of the Board of Directors

For KOTHARI INDUSTRIAL CORPORATION LIMITED

PRADIP D KOTHARI

Place : Chennai

CHAIRMAN

Date

: 14.08.2024

DIN : 01315682