Kothari Indl Director Discussions


Dear Members,

Your Directors hereby present their 53rd Annual Report on the business and operations together with the Audited Accounts of the Company for the year ended March 31, 2023.

SUMMARY OF FINANCIAL RESULTS:

Rs. in Lakhs

Particulars

2022-23 2021-2022
Total Revenue 1032.22 1031.86
Total Expenses 1630.88 1309.21
(Loss) before Depreciation, Interest, Exceptional Item and Tax (598.66) (277.35)
Depreciation 11.26 10.74
Interest 1134.61 973.55
before Exceptional Item and Tax (1744.53) (1261.64)
Exceptional Items(net) - 169.54
before Tax (1744.53) (1092.10)
Tax Expenses - 6.75
Profit/(Loss)for the year (1744.53) (1098.85)
Other Comprehensive Income 14 32.23
Total Comprehensive Income (1758.53) (1066.62)
Earnings per share (9.13) (5.75)

DIVIDEND

The Board of directors of the company has not recommended any dividend for the year ended 31st March, 2023.

PERFORMANCE

The performance of the company during the year under review is satisfactory and promising. Company has leased out their factory to M/s. Coromandel International Limited for business arrangements and modernization of factory for a period of 5 years and the same had been approved by the members of the company at their extra ordinary general meeting held on 07th December 2021. It is leased out for improving the scope of revenue of the company as otherwise a Business revenue Model. 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 and Hotels.

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 marketing & manufacturing of Drones and also started Hotel business. The demand for drones has increased during the financial year. During the year under review, Company obtained shareholders approval via Extra Ordinary General Meeting held on 28.03.2023 to Sell/Transfer/dispose of the Land, Plant and Machinery and Building situated at Kathivakkam Village, Ennore, Chennai-600 057.

PROSPECTS

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

SHARE CAPITAL:

The paid-up equity share capital as on 31st March 2023 remains unchanged at Rs. 955.54 lakhs.

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 Companys 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 Rs 5/- each aggregating to Rs 9,55,54,425 to 1,24,83,885 equity shares of Rs 5/- each aggregating to Rs 6,24,19,425.

TRANSFER TO RESERVES

Your company has not transferred any amount to the reserves for the year ended 31st March, 2023 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) Mrs. Thoopjlamudu Arulpathy Rajalaxm, Director, will retire at the forthcoming Annual General Meeting. She is eligible for re-election and offers herself accordingly, subject to the approval of the members at the ensuing Annual general meeting of the company. ii) During the year, at the 52nd AGM of the Company held on September 27, 2022, Mr. Pradip D Kothari who was liable to retire by rotation and being eligible, was re-appointed as a director liable to retire by rotation. iii) During the year, after shareholders approval in the

AGM held on September 27, 2022, Mr. Pradip D Kothari continued as non-executive director after attaining the age of 75 years. iv) Mr. Rafiq Ahmed was reappointed as Managing

Director of the Company for a further period of three years w.e.f 28th September 2022. v) During the year, Mr. V Singaravel resigned from the post of Chief financial officer as on 20.10.2022. During the year, Mr. Balajee appointed as a Chief financial officer of the Company as on 01.12.2022.

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 thedate of this Report is mentioned below:

Name of the Director

Designation

Category

Mr. Pradip D Kothari

Director/Chairman

Non-executive Non-Independent Director

Mr. Rafiq Ahmed Vice Chairman & Managing DirectorExecutive Director
Mr. 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 07 times during the financial year ended 31st March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

During the FY 2022-2023, 07 meetings of the Board of Directors of the Company were held i.e., on 28.05.2022, 06.06.2022, 07.07.2022, 12.08.2022, 14.11.2022, 14.02.2023, and 04.03.2023. 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 07
Mr. J Rafiq Ahmed 07
Mr. D Gunasekaran 07
Mr. DilipMachado 07

Ms. Thoopjlamudu Arulpathy Rajalaxmi

07

(C) Policy on Directors Appointment and Remuneration:

The Policy of the Company on Directors

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 Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

(F) Separate Meeting of Independent Directors:

The Independent Directors of the Company had met during the year on 30th March 2023 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. V. Singravel, Chief Financial Officer (Resigned on 20.10.2022)

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)

COMPOSITION OF BOARDS COMMITTEES:

Currently, the Board has three Committees: The Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders 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 Companys 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 7 times in a year viz., on 28.05.2022, 06.06.2022, 07.07.2022, 12.08.2022, 14.11.2022, 14.02.2023, and 04.03.2023 the attendance of the members at the

Audit Committee meetings was as follows:

Attendance particulars

Name of the Members

Meeting Held During the year Meeting Attended During the year
Mr. Dilip Machado 7 7
Mr. Pradip D Kothari 7 7
Mr. D Gunasekaran 7 7

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 3 times in a year viz 12.08.2022. 14.11.2022 and 14.02.2023 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 3 3
Mr. D Gunasekaran 3 3

Ms.Thoopjlamudu Arulpathy Rajalaxmi

3 3

(d) Performance evaluation criteria for independent directors:

The criteria for evaluation of the Independent

Directors will be attendance, participation in deliberations, understanding the Companys 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 5 times in a year viz. 22.04.2022, 28.06.2022, 10.08.2022, 02.09.2022, and 03.02.2023 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 5 5
Mr. D Gunasekaran 5 5

Ms.Thoopjlamudu Arulpathy Rajalaxmi

5 5

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 Directors 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 Companys 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, 2023. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report.

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

Observations by Secretarial Auditor

Management Reply

1) Company has not maintained structured Digital Company has been suspended since 2000, due to suspension, company was not maintained structured
Database (SDD) and is non- compliant with provisions of Regulation 3(5) and Regulation 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Digital Database (SDD) for the year ended 31.03.2023. The Board noted that Company has made an application for revocation of suspension to BSE Limited. The company secretary informed to the Board that now the company has maintained SDD and complied with the provisions of Reg. 3(5) and Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

STATUTORY AUDITORS & AUDITORS REPORT:

At the 48th Annual General Meeting of the Company held on 26th September 2018 M/s. Arockiasamy & Raj, Chartered Accountants, Chennai, were re-appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the year 2023. The Independent Auditors Report on the accounts for the financial year ended 31st March 2023 does not contain any qualification remarks. In the Audit report has drawn attention to certain financial notes without however qualifying their report.

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.

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 AGM in 2023 till the conclusion of the Annual General Meeting to be held in the year 2028.

COST AUDITOR:

Pursuant to 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 superphosphate factory is under long lease and the lessee has taken appropriate steps to ensure energy in a comprehensive manner. The company has taken efforts to conserve and optimize the use of energy in 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 urveying, 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 FY 2021-22

Foreign Exchange Earnings

Rs. 111444.00 Nil

a) Providing land survey service for GCP collection using DGPS

Foreign Exchange

Rs. 2744035.80 Nil

Outgo

a) Advance for buying Drone software

b) Wood Purchase Rs. 1685749.00 -

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 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; 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 material 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 2023 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 2022-23.

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 arms 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 Companys 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 Companys 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 2023-2024 to BSE Limited and the Company has not paid listing fees to CSE since 1998. company has made an application for revocation of suspension to

BSE Limited.

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 : 31.08.2023

DIN : 01315682