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Directors Report of Kothari Industrial Corporation Ltd.

Mar 31, 2014

Dear members,

The Directors present herewith the Forty-fourth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the Financial Year ended 31st March, 2014.

The Financial Results are as follows:

2013 - 14 2012 - 13 (Rs.in Lacs)

Turnover/ Income from Services 8361.29 10807.19

Profit/(Loss) before Interest and Depreciation (566.73) 58.50

Interest and Finance Charges 243.07 232.83

Loss before Depreciation (809.80) (174.33)

Exceptional Items - 6.65

Loss before depreciation (809.80) (167.68)

Depreciation 53.45 41.61

Taxation - -

Loss for the year (863.25) (209.29)

Balance Loss brought forward from the previous year (2463.09) (2253.80)

Loss carried to Balance Sheet (3326.34) (2463.09)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2014.

OPERATIONS:

The Turnover of NPK Mixtures, Straight fertilizers and Trading activities was Rs.7871.74 lakhs as compared to Rs.10576.02 lakhs in the previous year. The Single Super Phosphate plant near Chennai could be operated only for a part of the year in view of inadequate working capital requirements. The production was 2826 MT as compared to 35891 MT in the previous year.

FUTURE PROSPECTS:

The Company is in the advanced stage of tie-up for financial assistance for effectively putting in the use of available facilities at its fertilizer plant. It is expected that, barring unforeseen circumstances, the company would be in a position to re-start production of Single Super Phosphate by end January 2015.

With respect to production and sale of NPK Mixtures and other products, the Company is planning to increase the quantum of sales by effective utilization of the available working capital.

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are attached to this report.(Annexure-A).

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with certification of the Chairman and Managing Director, Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached and form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956, the Directors'' Responsibility Statement is also attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year.

DIRECTORS:

Mr.K.Santhanam, Dr.Easo John and Mr.Chetan Vijay Pagariya being Independent Directors are not liable to retire by rotation as per the provisions of the New Companies Act. Hence, their appointments are proposed for a period of 5 years as Independent Directors at the ensuing 44th Annual General Meeting.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 of the Profit or 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, 1956 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.

AUDITORS:

The Auditors, M/s.B.B.Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec.224(1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditor''s Report, the financial note no.17(b) is self-explanatory.

Further, the company''s reduced operations due to absence of credit facilities, had severe impact on the cash flows resulting in certain statutory dues falling in arrears and speedy steps are being taken to fulfill the obligations as soon as feasible.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.1.66 lakhs towards upgradation of in-house Research & Development wing at its Super Phosphate factory.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.

On behalf of the Board of Directors Pradip D. Kothari Chairman & Managing Director Place: Chennai Date: 12.11.2014


Mar 31, 2010

The Directors present herewith the Fortieth Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the financial year ended 31" March, 2010.

The Financial Results are as follows:

2009 - 10 2008 - 09

(Rs.in Lacs)



Turnover/Income from Services 5625 10 2972 06

Profit before Interest and 14.28 438.49 Depreciation

Interest and Finance Charges 67.87 5.06

Profit before Depreciation (53.59) 433 43

Exceptional items (39.97) (81.21)

Profit/(Loss) before Depreciation (93.56) 352.22

Depreciation (15.92) (14. 71)

Taxation (211.74) (777.86)

Loss (321.22) (440.35) Balance Loss brought forward

from the previous year (3152.94) (4476 79)

Loss carried to Balance Sheet (3474.16) (3152.94)





In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2010.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading-in pesticides was Rs.5214.00 Lakhs as compared to Rs.2400.26 Lakhs in the previous year. Your Directors are pleased to report the successful restoration of the production of Single Super Phosphate at its plant at Ennore during Dec 09 - Jan. 10. The Company produced 11370 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

As mentioned in the last Annual Report, the Company is contemplating issue of shares at par to Promoters, Promoters Group and others on preferential basis subject to the approval of appropriate authorities for making available the adequate working capital.

With respect to transportation of Single Super Phosphate to various parts of the country, the Company has planned to lay a dedicated Railway Siding. In this regard, it has already obtained, the necessary permission from the Indian Railways,

The particulars required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable are attached to this report. (Annexure - A)

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance together with . certification of the Chairman and Managing Director. Certificate of the Statutory Auditors on compliance with the Corporate Governance along with the Management Discussion and Analysis Report are attached to form part of the Annual Report (Annexures B & C).

Further as required under Section 217(2AA) of the Companies Act, 1956. the Directors Responsibility Statement is aiso attached to this Report.

DEPOSITS:

The Company has not accepted any public deposit during the year

DIRECTORS:

Mr. Chetan Vijay Pagariya Director retires by rotation and is eligible for reappointment.

RESPONSIBILITY STATEMENT:

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

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 of the Profit or 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, 1956 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.

AUDITORS:

The Auditors, M/s. B. B. Naidu & Co., Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Sec. 224 (1B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

With regard to the remarks in the Auditors Report, the relevant financial notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

There is no employee, particulars of whom are to be furnished under Sec.217(2AA) of the Companies Act, 1956.

RESEARCH & DEVELOPMENT:

During the year under review the Company has spent Rs.0.41 lakhs towards upgradation of in-house Research & Development wing at the fertilizer factory situated at Ennore near Chennai.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and help of the Financial Institutions, Government authorities, Banks and Employees. The cooperation and the forbearance of the members are gratefully acknowledged.



On behalf of the Board of Directors

Place: Chennai Pradip D. Kothari

Date: 24.08.2010 Chairman &

Managing Director



 
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