TO THE MEMBERS:
The Board of Directors of your Company presents herewith its 25th Annual Report and
Audited Accounts for the financial year ended 31st March, 2009. The report also includes
the Management discussion and Analysis Report in accordance with the guidelines of
FINANCIAL PERFORMANCE :
||(RS. IN LACS)
||FINANCIAL YEAR ENDED 31.03.2009
||FINANCIAL YEAR ENDED 31.03.2008
|Net Sales :
|Profit before Depreciation, Taxation & Exceptional Items
|Less : Depreciation
|Provision for Taxation :
|-Tax Adjustments for earlier years
|Profit after Tax 6k Exceptional Items
|Add : Balance of Profit brought forward
|from previous year
|Profit available for appropriation
|Transfer to General Reserve
|Additional Tax on Proposed Dividend
|Balance of Profit carried forward
2009 IN RETROSPECT :
Your Directors are to report that the Company's sales turnover during the year under
review has been Rs.9654 Lacs as against Rs.20069 Lacs during the previous financial year.
The Profit before tax during the year has been Rs.l 111 Lacs as against Rs.6561 Lacs in
the previous year. The Profit after Tax has also similarly decreased to Rs.l 174 Lacs as
against Rs.6446 Lacs in the previous year. The sales and Profitability of the Company have
gone down mainly due to the demerger of Pan Masala, Beverages 6k Trading Divisions of the
INTERNATIONAL BUSINESS :
The Companys' exports during theyear under review have decreased to Rs.5367 Lacs as
compared to Rs.l 2813 Lacs during the previous year. The aforesaid fall in Export turnover
which substantially include the Export of Pan Masala has been mainly due to the demerger
of Pan Masala, Beverages 6k Trading Divisions of the Company.
DIVIDEND RECOMMENDED :-
Your Directors recommend a dividend of 100% (Rs.10/- per Equity share of Rs.l0/- each)
for the financial year ended 31st March, 2009 subject to approval of shareholders in
ensuing Annual General Meeting, absorbing Rs.776 Lacs (Approx) including additional tax on
dividend. The aforesaid Dividend is tax free in the hands of the shareholders.
The Company already had Sukhdham Constructions 6k Developers Ltd., Arti Web-Developers
Pvt. Ltd., MK Web-Tech Pvt. Ltd. and KPL Exports Pvt. Ltd. as its wholly owned subsidiary
Companies and Kothari Products Singapore Pvt. Ltd. as its subsidiary Company. During the
year under review, IMK Hotels Pvt. Ltd. incorporated on 6th August, 2008 became 100%
subsidiary Company of the Company on 3rd February, 2009. In accordance with section 212 of
the Companies Act, 1956, the detailed accounts and the Directors' Reports of the aforesaid
subsidiary companies form part of this annual report.
SCHEME OF ARRANGEMENT :
During the year under review the Scheme of Arrangement between the Company and Pan
Parag India Ltd. for the Demerger of Pan Masala, Beverages 6k Trading Divisions of the
Company in Pan Parag India Ltd. was approved by the Hon'ble High Court of Allahabad on
16th September, 2008 which became effective from 18th November, 2008 pursuant to which the
Pan Masala, Beverages & Trading Divisions of the Company were transferred to Pan Parag
India Ltd.. Pursuant to the aforesaid Scheme Ten 6% Non Cumulative Redeemable Non
Convertible Preference shares of Rs.10/- each have been allotted by Pan Parag India Ltd.
for every one Equity share held by the shareholders of your Company.
Dr. Avinash Gupta & Sri Pramod Kumar Tandon, Directors of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Further, die present term of appointment of Sri M.M. Kothari, Chairman
comes to end on 30th September, 2009 and he is eligible for re-appointment and the Board
of Directors of the Company has decided to reappoint him and the resolution for approving
his reappointment is incorporated in the Notice of the ensuing Annual General Meeting.
Brief resumes of the aforesaid Directors, nature of their expertise in specific functional
areas and names of Companies in which they hold the Directorships 6k the
memberships/Chairmanships of the committees of the Board, as stipulated under clause 49 of
the Listing Agreement with the Stock Exchanges are given in the section on Corporate
Governance elsewhere in this Annual Report.
STOCK EXCHANGE LISTING & COMPLIANCE:
The Shares of die Company are presently listed at Bombay Stock Exchange Ltd., Mumbai,
National Stock Exchange of India Ltd., Mumbai & U.P. Stock Exchange Association Ltd.,
Kanpur. The Shares of the Company have been voluntarily delisted from Calcutta Stock
Exchange w.e.f. 21st October, 2008.
CORPORATE GOVERNANCE CODE:
The report on the Corporate Governance Code as required under clause 49 of the Listing
Agreement is included in this Annual Report under a separate section.
DIRECTORS' RESPONSIBILITY STATEMENT :
As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your
(i) that in die preparation of the annual accounts, the applicable accounting standards
have been followed ;
(ii) that the Directors have selected such accounting policies and applied them
consistendy and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of die state of affairs of the company at the end of the
financial year and of die profit of the company for the year;
(iii) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the company and for preventing and detecting fraud and
(iv) that the Directors have prepared the annual accounts on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The information, as required under clause 49 of the Listing Agreement, is as under :-
a) INDUSTRY STRUCTURE AND DEVELOPMENTS :
The Company was earlier belonging mainly to Pan Masala 6k Gutkha Industry. However
w.e.f. 18th November, 2008 the Company has demerged its Pan Masala and some other
divisions to Pan Parag India Ltd. Consequent upon the demerger, the Company has focussed
on seizing the business opportunities in the most buoyant 6k vibrant sectors of the
economy such as International Trade 6k Real Estate.
b) OPPORTUNITIES 6k THREATS :
The opportunities for the Trading 6k Real Estate Industries are immense. Thus the
future of the Company appears to be bright. However, the Industry may face the risk of
facing a ban on the import/export of any item by the Central/State Governments.
c) FINANCIAL PERFORMANCE :
The Company's sales have decreased to Rs.9654 Lacs during the period under review as
against Rs.20069 Lacs during the previous financial year due to the demerger as mentioned
earlier in this report. The profit before tax during the year has similarly gone down to
Rs.l 111 Lacs as against Rs.6561 Lacs in the previous year. The profit after tax has
similarly gone down to Rs.l 174 Lacs as against Rs.6446 Lacs during he previous financial
year. Profitability of the Company has gone down mainly due to the aforesaid demerger and
gestation period for the diversified activities.
d) OUTLOOK :
In view of the aforesaid opportunities, the outlook of the company seems to be very
e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company has Internal Control procedures commensurate with the size of the Company
and the nature of its business for the import 6k export of commodities and purchase of
Stores, Raw Materials including components, Plants 6k Machinery, Equipment 6k other Assets
and with regard to the sale of goods.
AUDITORS AND AUDITORS' REPORT -.
M/s Mehrotra 6k Mehrotra, Auditors retiring at the ensuing Annual General Meeting
having furnished the requisite certificate U/s 224(1 B) of The Companies Act, 1956, are
eligible for re-appointment.
There are no qualifications or adverse remarks in the Auditors' Report which need
explanation in the Directors Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
The information required under the companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 is as under :-
[A] CONSERVATION OF ENERGY :
a) Energy Conservation Measures taken :
The Company has taken all measures for conservation of energy most economically.
b) Additional Investments 6k Proposals, if any, being implemented for reduction of
consumption of energy. No such investment is proposed.
c) Impact of measures at (a) 6k (b) above for reduction of energy consumption and
consequent impact on cost of Production of goods.
These measures have led to consumption of energy more economically and cost of
production of goods has gone down, d) Form 'A' is not applicable to the company.
[B] TECHNOLOGY ABSORPTION :
The Company has not imported any technology and company's products were based on secret
formulations which are developed by the promoters, from time to time and accordingly no
technology as such is involved in the manufacturing of the aforesaid products. Further, no
separate R6kD department exists in the company. However whatever little R6kD is carried
out, the expenses relating to that being non quantifiable, are debited to the primary
heads of Account, because no separate staff is employed for this purpose. Hence the
information in form 'B' is Nil.
[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :
|(a) Activities relating to exports; initiatives taken to increase exports; Development
of new export markets for products and Export Plans:
||The Company's products and trading items are being exported directly as well as
through Merchant Exporters to Mexico, Australia, Singapore, Middle East, japan, Kenya,
Maldives, South Africa, U.K., New Zealand, Netherland,Canada, Malaysia, Thailand 6k
various other countries. The Company is making continuous and vigorous efforts to increase
its exports to the existing and new export markets.
||(RS. IN LACS)
|(b) Earnings in Foreign Exchange
|(c) Expenditure in Foreign Currency
|(d) Imports of goods for Trading
|(e) Purchase of Fixed Assets
INDUSTRIAL RELATIONS :
Cordial and harmonious industrial relations prevailed throughout the year.
PARTICULARS OF EMPLOYEES :
The particulars of employees who were in receipt of remuneration as specified in
Sec.217(2A) of tire Companies Act, 1956 read with The Companies (Particulars of Employees)
Rules, 1975 as amended, is Nil.
Your Directors wish to place on record their appreciation for the continued
co-operation and support extended by various Government Departments, Bankers, Dealers 6k
suppliers and also acknowledge and appreciate the contribution made by the employees.
The Board also wishes to place on record its gratitude to the valued customers, members
and investors for their continued support and confidence in the Company.
For and on behalf of the Board
|PLACE : KANPUR
|DATE : 27th June, 2009 .