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 |
+91-9892691696
