TO THE MEMBERS OF
Your directors are pleased to present the 33rd Annual Report together with the Audited
Accounts for the year ended on 31st March 2023:
1. FINANCIAL RESULTS
(Rs. In lacs)
|
2022-2023 |
2021-2022 |
| Turnover |
11027.46 |
9702.74 |
| Profit before Finance Charges & Depreciation (PBDIT) |
900.95 |
1034.01 |
| Finance Charges |
291.00 |
302.09 |
| Depreciation |
581.10 |
581.27 |
| Profit before Tax (PBT) |
28.85 |
150.65 |
| Taxes: |
|
|
| Current Tax |
6.93 |
28.17 |
| Deferred Tax |
2.75 |
91.91 |
| Net Profit/ (Loss) after Tax (PAT) |
19.17 |
30.57 |
2. BUSINESS OPERATIONS
During the year under review, your Company achieved production of 16835 MT as compared
to 16542 MT in the previous year. The turnover of the Company was Rs. 11027.46 Lakhs
during the year 2022-23 and Rs.9702.74 Lakhs during previous year recorded a growth of
13.65 %.The profitability of the company is Rs. 28.85 Lakhs during the year 2022-23.
The operational performance during the year and the future outlook of the Company has
been comprehensively covered in the Management Discussion and Analysis Report which is
provided as a separate section in the Annual Report.
3. DIVIDEND
Your Directors have decided to plough back the earnings in the growth of business and
has decided not to recommend any Dividend for the year.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Article of Association of the Company and
pursuant to Section 152(6) of Companies Act, 2013 not less than two-thirds of the total
number of directors (excluding Independent Director) shall be persons whose period of
office is liable to determination by retirement of directors by rotation and one-third of
such of the directors for the time being are liable to retire by rotation at every Annual
General Meeting of the Company. Thus, Mr. Pramod Kumar Kothari (DIN: 00086145) Chairman
and Managing Director of the Company retire by rotation on the forthcoming AGM, and being
eligible, offers himself for reappointment. Though, such determination of office by
retirement and then re-appointment would not constitute a break in his tenure of service
as the Managing Director of the Company.
The Board of Directors ("Board") has, on the recommendation of Nomination and
Remuneration Committee (‘NRC) and in accordance with provisions of the Act and
Listing Regulations, appointed Dr. Rajiv Agarwal as Additional Independent Director, for
tenure of 5 years on 28th August, 2023, subject to approval of members at the forthcoming
33rd Annual General Meeting (‘AGM) of the Company. The resolution pertaining to
appointment of Dr. Rajiv Agarwal as Director & Non-Executive Independent Director is
set out in Item no. 03 of the AGM.
Mr. Hemendra Patsingh Dugar was appointed as an Independent Director on the Board of
the Company, for a period of 5 years from 14th November, 2018 upto 13th November, 2023.
The Nomination and Remuneration Committee of the Board, on the basis of the report of
performance evaluation of Mr. Hemendra Patsingh Dugar, which was satisfactory, has
recommended the re-appointment of Mr. Hemendra Patsingh Dugar as Independent Director for
a second term of five (5) years on the Board of the Company with effect from 14th
November, 2023 upto 13th November, 2028. The Board is of the view that the continued
association of Mr. Hemendra Patsingh Dugar would benefit the Company, given his knowledge,
experience, performance and contribution to Board processes. The resolution pertaining to
re-appointment of Mr. Hemendra Patsingh Dugar as Independent Director is set out in Item
no. 04 of the Notice of the 33rd Annual General Meeting.
Brief resumes of Mr.Pramod Kumar Kothari, Dr. Rajiv Agarwal and Mr. Hemendra Patsingh
Dugar, nature of their expertise in specific functional areas and the name of the public
companies in which they hold the Directorship, as stipulated under SEBI (LODR)
Regulations, is given in the notice convening the Annual General Meeting. The Board
recommends their appointment as such.
Mr. Prasanna Kumar Pagaria ceased to be the Director of the Company with effect from
the close of business hours on August 28, 2023 consequent to completion of his second term
as an Independent Director in accordance with provisions of Companies Act, 2013, relevant
rules thereunder and SEBI Regulations. The Board of Directors places on records its
sincere appreciation for the services, guidance and support received from Mr. Prasanna
Kumar Pagaria during his tenure. The Independent Directors have submitted their
declaration that they fulfill the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, as applicable.
5. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and the reviews performed by the Board and its committees, the Board
is of the opinion that the companys internal financial controls were adequate and
effective during the financial year 2022-23.
Pursuant to Sec.134 (5) of the Companies Act, 2013 the directors to the best of their
knowledge and ability hereby report:
i. that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii. that the directors have selected accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year 2022-23
and of the 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, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. that the directors have prepared the annual accounts on a going concern basis;
v. that the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
vi. that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
6. CREDIT RATING
Your companys domestic credit rating by CRISIL is CRISIL BB+ /Stable (Downgraded from
‘CRISIL BBB-/Negative)for long-term debt facilities and a ‘CRISIL A4+
(Downgraded from ‘CRISIL A3) for the short-term debt facilities.
7. CERTIFICATIONS
Your company has been certified as ISO 22000:2018 on 23.10.2021 for its quality
management systems employed at every level of the organization.
8. AUDITORS AND AUDITORS REPORT
A) Statutory Auditors
In terms of the provisions of the Section 139 of the Companies Act, 2013, the
shareholders have appointed M/s Kothari Kuldeep and Co., Chartered Accountants as
Statutory Auditor of the Company for a term of five years from the conclusion of 32nd
Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company
to be held in the year 2027.
The notes on accounts are self-explanatory with regards to auditors observations.
There was no qualification, reservation or adverse remark made by the Auditors for the
year under review.
B) Secretarial Auditors and Secretarial Standards
The Board had appointed M/s Priyanka Saxena & Associates, Practising Company
Secretaries, as Secretarial Auditor to conduct the secretarial audit of the company for
the financial year 2022-23, pursuant to the provisions of Section 204 of the Companies
Act, 2013. The Report of the Secretarial Auditor forms part of the Boards Report as Annexure
A.
In respect of observations made by the Secretarial Auditors in their Report, it is
mentioned that:
The Company had applied for delisting of its shares from Calcutta Stock Exchange and
completed all formalities in June 2000. However, the delisting permission is still
awaited.
During the Year, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
9. CORPORATE GOVERNANCE
The Company is complying with SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, as applicable with regard to Corporate Governance, and reports to that
effect are being regularly filed with the Stock Exchanges. A report on Corporate
Governance practices and the Certificate from the Auditors on compliance of the mandatory
requirements thereof are made a part of the Annual report.
10. CSR COMMITTEE
In pursuance of Subsection (1) of Section 135 of the Companies Act, 2013, a Company is
required to constitute a CSR Committee in case the net worth of the Company is Rs. 500
crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or
more during the immediately preceding financial year. Since, Our Company did not exceed
the threshold in the financial year 2022-23; therefore, the CSR provisions are not
applicable to the Company in the current year. Hence, the CSR Committee of the Company
already constituted, has been dissolved and the functions of such committee shall be
discharged by the Board of Directors, wherever necessary.
11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the Year under review, as
stipulated under regulation 34(2)(e) of Listing Regulations is presented in a separate
section forming part of the Annual Report.
12. VIGIL MECHANISM
Acomprehensive Vigil mechanism/Whistle Blower Policy has already been adopted by the
Company which provides adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of employees.
The policy as approved by the Board is uploaded on the Companys website at
https://www.kothariveast.in/investor-files/viail-mechanism
13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has a policy on prohibition, prevention and redressal of sexual harassment
of women at workplace and matters connected therewith or incidental thereto covering all
the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013".
The Company has complied with provisions relating to the constitution of internal
complaints committee under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. No Complaint was filed during the financial year
2022-2023.
14. RISK MANAGEMENT POLICY OF THE COMPANY
Your company has adopted a Risk management policy to identify and categorize various
risks, implement measures to minimize impact of these risks where it is deemed necessary
and possible, and a process to monitor them on a regular basis.
15. REMUNERATION POLICY AND BOARD EVALUATION
The Board has adopted a Remuneration Policy as recommended by the Nomination &
Remuneration Committee. It provides the criteria for determining Qualifications, Positive
Attributes & Independence of the Directors, defining the criteria of the remuneration
of the KMPs and Senior managerial personnel along with their roles and responsibilities.
The aim is to ensure that the company attracts and retains competent people.
The Board has carried out an Annual Performance Evaluation of its own performance and
the Directors individually. The Disclosures relating to the same are provided in the
Corporate Governance Report.
16. DISCLOSURES
a) Number of Board & Committee Meetings:
During the year under review, Six Board meetings, Four Audit Committee meetings, Four
Stakeholders Relationship Committee meetings and Two Nomination & Remuneration
Committee meetings were convened and held. Further details are mentioned in Corporate
Governance Report.
Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent
Directors had a separate meeting on 14.02.2023.
b) Deposits - The Company has not accepted any deposit from public during the year
under review.
c) Share Capital - There was no change in the Companys share capital during the
year under review.
d) Audit Committee - The Company has duly constituted an Audit Committee, whose
detailed composition and powers are provided in the Corporate Governance Report. There
were no recommendations of the Audit Committee which have not been accepted by the Board
during the financial year.
e) Annual Return - Pursuant to Section 92(3) of the Act, as amended, draft annual
return in Form MGT-7 is placed on the website of the Company at
https://www.kothariveast.in/investor-files/annual-return
f) Disclosure pertaining to Managerial Remuneration - Disclosures pertaining to
remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided as per Annexure ‘B.
The information required pursuant to section 197 read with rule 5(2) & (3) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees will be provided upon request.
g) Related Party Transactions - There were no materially significant transactions
with the related parties during the financial year that may have potential conflict with
interest of the Company at large. Disclosures relating to the same are provided separately
in the Corporate Governance Report.
h) Particulars of Loans. Guarantees or Investments under Section 186 - There is no
Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 given by the
Company.
i) Cost Account and Records- Maintenance of cost records as specified by the
central government under sub section (1) of section 148 of the Companies Act, 2013, is not
applicable to Company and accordingly such accounts and records are not prepared. However,
the cost records for internal control and Strategic Management purposes are prepared by
the Company.
j) Significant and Material Orders Passed bv the Regulators or Courts - No
significant or material orders were passed by the Regulators or Courts or Tribunals during
the year which impact the going concern status and Companys operation in future.
k) Internal Financial Controls - The Company has in place adequate internal
financial controls with reference to financial statements. During the Year, such controls
were tested and no reportable material weakness in the design or operation was observed.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
‘C and is attached to this report.
ACKNOWLEDGEMENTS
Your Board of Directors is thankful to all the Shareholders for their constant faith
reposed in the company. They also placed on record their sincere appreciation for the
wholehearted devotion and co-operation extended by the employees at all levels, which has
been a source of strength to the Company.
The directors also wish to thank and deeply acknowledge the continued support, guidance
and co-operation of the Customers, Auditors, Legal Advisers, consultants, Bankers (Kotak
Mahindra Bank Limited as the main Banker), Dealers, Vendors and other stakeholders of the
Company.
|
For and on behalf of the Board |
| Place: New Delhi |
Pramod Kumar Kothari |
| Date: 28thAugust, 2023 |
Chairman & Managing Director |
+91-9892691696
