Kothari Industrial Corporation Ltd Management Discussions.

Your Directors have pleasure in presenting the management discussion and analysis report for the year ended on March 31, 2018.

1. INDUSTRY STRUCTURE, DEVELOPMENT: During the period under the review, the Company had been operating in Fertilizers activityi.e manufacturing of Fertilizers product. The Fertilizers industry has always been an important part of people’s lives in India. The fertilizers industry in India is one of the oldest manufacturing sectors in the country and is currently it’s largest.

2. OPPORTUNITIES & THREATS: The Government is committed to encourage the healthy growth of Capital Market for development of the Economy. While the government seems committed to reforms to address the challenges, political compromises and high populist spending in an election year will mean that tough decisions are more likely to be deferred.

3. SEGMENT-WISE PERFORMANCE: The Company’s main business activity is trading of Fertilizers product and its related activities which fall under two reportable segments. The Company has majorly focused on quality and production.

4. OUTLOOK: The Company continues to explore the possibilities of expansion and will make the necessary investments when attractive opportunities arise.

5. RISK & CONCERNS:The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified.

6. INTERNAL CONTROL SYSTEMS & THEIR ADEQUEACY: The Company’s operating and business control procedures ensure efficient use of resources and comply with the procedures and regulatory requirements. There are adequate internal controls to safeguard the assets and protect them against losses from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The Audit Committee periodically reviews the internal controls systems and reports their observations to the Board of Directors. The Directors have appointed M/s. N.Ganesan Associates, Chartered Accountants as the Internal Auditors of the Company for the FY 2018-19.

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: During the year, the Company has recorded a turnover of Rs.1845.75 00 Lacs as compared to Rs.3440.24 Lacs in the previous year. The Company has made net loss of Rs. (253.46) Lacs as compared to Rs.(569.94) Lacs of the previous year after providing depreciation, tax, etc. for the year ended 31st March, 2018.

8. HUMAN RESOURCE DEVELOPMENT: The Company believes that the human resources are vital in giving the Company a Competitive edge in the current business environment. The Company’s philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition / dissemination, creativity and responsibility. As in the past, the Company has enjoyed cordial relations with the employees at all levels. The Company continues to run an in-house training program held at regular intervals and aimed at updating their knowledge about issues.

9. CAUTIONERY STATEMENT: Statements in this report on Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.