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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, 2012

The Directors present herewith the Forty Second 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, 2012.

The Financial Results are as follows:

2011 -12 2010- 11 (Rs.in Lacs)

Turnover/Income from Services 11329.85 10775.89

Profit before Interest and Depreciation 430.96 926.18

Interest and Finance Charges 292.76 180.77

Profit before Depreciation 138.20 745.41

Exceptional items (51.33) (1025.56)

ProfitZ(Loss) before Depreciation 86.87 (351.97)

Depreciation (39.19) (35.93)

Taxation - -

Profit/(Loss) for the year 47.68 (316.04) Balance Loss brought forward

from the previous year (2301.48) (3474.16) Reduction of Share Capital &

Premium theron' - 1488.72

Loss carried to Balance Sheet (2253.80) (2301.48)

In view of the accumulated losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2012.

OPERATIONS:

The Turnover of Single Super Phosphate, NPK mixtures, Straight fertilizers and trading in pesticides was Rs.11162.32 Lakhs as compared to Rs.9590.62 Lakhs in the previous year. The Company produced 49040 MT of Single Super Phosphate during the year under review.

FUTURE PROSPECTS:

The Company has signed a contract with a large manufacturer of Agro Chemicals for marketing a range of herbicides, insecticides and fungicides under specific brand names and by leveraging the "Kotharis” and "Horse Brand” and augmenting the revenue stream.

The particulars required linder 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 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 & Mr.Chetan Vijay Pagariya, Directors retires by rotation and are eligible for reappointment. Mrs.Surekha P Kothari was co- opted as an Additional Director with effect from

19.09.2011 and she retires at the ensuing Annual General Meeting. It is proposed to appoint her as a Director at the ensuing 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(1 B) of the Companies Act, 1956 has been received from them together with the peer review certificate.

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.2.16 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

Place: Chennai Chairman &

Date: 29.05.2012 Managing Director


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


Jun 30, 2003

The Directors present herewith the Thirtythird Annual Report on the performance of the Company along with the Audited Balance Sheet and Profit and Loss Account for the 15 months period ended 30th June, 2003.

The financial year of the Company was changed from April - March to July-June and the financial year 2002-03 was extended by three months, comprising of 15-Months period.

Financial Results (Rs. in lacs)

2002-03 2001-02 (15 months) (12 months)

Turnover/Income from Services 3,771.56 4,179.37

Profit on sale of Fixed Assets 15.79 1,364.48

Other Income 218.15 188.97

Profit/(Loss) before Interest and Depreciation (600.41) (67.74)

Interest and Finance Charges 79.94 455.54

Profit/(Loss) before Depreciation (680.35) (523.28)

Depreciation 153.94 148.49

Profit/(Loss) before Tax (834.29) (671.77)

Provision for Income Tax (180.52) —

Profit/(Loss) after Tax (653.77) (671.77)

Balance Profit/(Loss) brought forward from the previous year (620.64) 51.13

Balance Profit/(Loss) carried to Balance Sheet (1,274.41) (620.64)

In the absence of profits for the period under review, the Directors could not recommend any dividend.

PHYSICAL PERFORMANCE:

The production and turnover particulars of the various divisions are as follows:-

PRODUCTION TURN OVER

2002-03 2001-02 2002-03 2001-02

(15 Months) (12 months)(15 Months) (12 months)

FERTILISERS

Superphosphate (MT) — 3,383 148.03 252.2

Sulphuric Acid (MT) — — — 8.2

Mixtures (MT) 31,711 29,827 1756.83 1497.64

Sodium Silico Flouride (MT) — 22 — 3.11

Straight Fertilisers — — 767.78 395.02

Pesticides Trading — — 222.92 177.87

2895.56 2334.04

PLANTATION

Tea (lac Kgs) 16.95 27.81 876 1602.73

GRANITE

Monuments (cubic metres) — 335 — 242.6

COFFEE CURED (MT) — 416 - -

Curing. Charges 3771.56 4187.61

The performance of the Company during the period under review was affected due to general economic recession, monsoon failure and financial constraints faced by the Company. The operations of the Fertilizer Factory, Super Phosphate Plant and Sulphuric Acid Plant continued to be suspended during the period under review. There was improvement in the sale of NPK Mixtures, Trading in Pesticides and Straight Fertilizers.

The performance of the Tea Division was affected on account of sharp decline in tea prices. Tea Division was unable to take up any development work.

Kothari Coffee Curing Works was operated and maintained by the buyer pending completion of formalities.

The Company obtained consent of the Shareholders pursuant to the provisions of Section 293(1 )(a) of the Companies Act, 1956 for transfer of Glendale Estate, Nilgiris, Tamilnadu for transfer to the Companys wholly owned subsidiary Messrs Kothari (Madras) International Limited.

Due to severe financial constraints, the Company was not able to pay the overdue interest to the Debentureholders in respect of 16% Secured Redeemable Non Convertible Debentures of Rs. 150/- each and also could not redeem the Debentures on the due dates. At the meeting of the Debentureholders held on 22nd April, 2003, subject to the approval of UTI, consent was accorded for seeking modification to the Consent Terms dated 23rd June, 2000, redeeming the Debentures before 30th September, 2003, for payment of simple interest at 5% per annum and for waiver of interest, overdue interest and future interest liability. The Company could not implement the resolutions since the expected investment of funds did not materialize.

The Company continues to pursue its efforts to settle the dues to the pressing creditors including the Debentureholders liability. The Company was also exploring the possibility of inducting a joint venture partner who would be able to invest funds for settling the creditors, for reviving the operations of Fertilizer Division and for providing working capital funds.

DIRECTORS:

Mr.B. Perumalswamy and Mr.G.Natarajan were appointed as Additional Directors of the Company

on 14th November, 2002.

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.

CONSOLIDATED FINANCIAL STATEMENT

The Companys two wholly owned subsidiaries, viz. Kothari (Madras) International Limited and Chennai Agro Tech and Stones Limited are held with a view of their disposal in the near future. Clause 11 of the Accounting Standard No. 21 on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India exempts the presentation of consolidated accounts of holding and subsidiary companies in the circumstances and hence not included in the Annual Report.

AUDITORS

Messrs M.K Dandeker & Co., and B.B.Naidu & Co., Chartered Accountants, Chennai, the retiring Auditors are eligible for reappointment.

AUDITORS REPORT:

With regard to the remarks in the Auditors Report, the relevant financial notes are self explanatory. As regards gratuity liability, an actuarial evaluation will be undertaken to quantify the shortfall in this regard.

SAFETY AND ENVIRONMENT:

The Company continued to maintain a good safety record. The manufacturing units and the plantations of the Company are environment friendly and maintain all safety standards and measures.

COMPANIES (DISCLOSURE OF INFORMATION IN DIRECTORS REPORT) RULES, 1988:

As required under section 217(1)(e) of the Companies Act, 1956, the details regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo are given in the Annexure A attached hereto, forming part of this Report.

DEPOSITS:

The Company held Rs.72.53 lacs as deposits from public and OCBs as on 3oth June, 2003 out of which deposits aggregating to Rs.70.16 lacs (including NRI deposits of Rs.65.14 lacs) have matured, but remain unclaimed as on that date. Of the balance, Rs.0.03 lacs is repayable within a year.

PARTICULARS OF EMPLOYEES:

None of the employees were in receipt of remuneration of Rs.2 lacs or more per month.

SUBSIDIARIES:

The results of Kothari (Madras) International Limited, one of the subsidiaries is attached to this report, along with the statement specified in Section 212 of the Companies Act, 1956. However, the accounts for the subsisidary, Chehnai Agro-Tech

And Stones Ltd., are not available since the operator of the division has not yet submitted the accounts.

CORPORATE GOVERNANCE:

The Company is presently handicapped due to absence of a Company Secretary (the previous Company Secretary having left the services in December 2004) and there being only a skeleton staff in the Secretarial Department, it has not been possible to prepare in time the Corporate Governance and Management Analysis Report required to be annexed to the Annual Report which shall be circulated to the Members as soon as they are compiled.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the valuable support and timely 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

Place : Chennai Date : 3rd September 2005