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Directors Report of Kothari Products Ltd.

Mar 31, 2015

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 31st Annual Report and Audited Accounts for the financial year ended 31st March, 2015. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE :

(Amount in rS. Lacs) FINANCIAL YEAR FINANCIAL YEAR ENDED 31.03.2015 ENDED 31.03.2014

Net Sales: 452163 417192

Other Income 14427 15370

Profit before Depreciation & Taxation 7503 6485

Less : Depreciation 166 120

Provision for Taxation:

-Current Tax 2496 2125

-Deferred Tax -54 22

-Tax Adjustments for earlier years -36 -11

Profit after Tax 4931 4229

Add : Balance of Profit brought forward from previous year 34409 31999

Profit available for appropriation 39340 36228 appropriations

Transfer to General Reserve 493 423

Proposed Dividend 1293 1194

Additional Tax on Proposed Dividend 259 203

Adjustment related to Fixed Assets 208 0

Balance of Profit carried forward 37087 34409

39340 36228

2015 IN RETROSPECT

Your Directors are to report that the Company's sales turnover during the year under review has increased to Rs. 452163 Lacs from Rs.417192 Lacs during the previous financial year registering an increase of 8.38%. The Profit before depreciation & tax during the year has similarly increased to Rs. 7503 Lacs as against Rs. 6485 Lacs in the previous year resulting in increase of 15.70%. The Profit after Tax has also increased to Rs. 4931Lacs as against Rs. 4229 Lacs of the previous year resulting in increase of 17%. The Company was able to Capitalize on the market conditions through its operational excellence.

INTERNATIONAL BUSINESS :

The Company's export during the year under review has increased to Rs.436847Lacs as compared to Rs.385510 Lacs during the previous year resulting an increase of 13.32%.

DIVIDEND RECOMMENDED

Your Directors have recommended a dividend of 65% (Rs. 6.50/- per Equity Share of Rs. 10/- each) subject to approval of shareowners in the ensuing Annual General Meeting of the Company. The aforesaid Dividend is tax free in the hands of the shareowners.

SUBSIDIARIES AND ASSOCIATES

The Company has, as on 31st March, 2015 eight subsidiaries namely Sukhdham Constructions & Developers Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd. as its Wholly Owned Subsidiary Companies and Kothari Products Singapore Pvt. Ltd., Pinehills (Singapore) Pte. Ltd. (A wholly owned subsidiary of Kothari Products Singapore Pvt. Ltd.), Riverview Land Developers Pvt. Ltd., Blackplinth Realtors Pvt. Ltd. & Savitrimata Realtors Private Limited as its Subsidiary Companies. Further, the Company also has, as on 31st March, 2015, Seven Associate Companies as mentioned in the Note No. 30 of the Standalone Financial Statements of the Company. During the year under review "Bhojeshwar Realtors Pvt. Ltd." ceased to be an associate company and "Neelanchal Con-tech Pvt. Ltd". became an associate company.

The prescribed salient features of the financial statements of the aforesaid subsidiary companies as per sub section 3 of section 129 of the Act have been disclosed in a separate statement attached to the consolidated Balance Sheet. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time and shall also be placed on the website of the holding Company. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowner at the head office of the holding company and of the subsidiary companies concerned.

DIRECTORS

Sri Mitesh Kothari, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

NUMBER OF THE BOARD MEETINGS

The Company held Seven Board Meetings during the year 2014-15 the details of aforesaid meetings are given in the Corporate Governance Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits hence the particulars relating to the aforesaid are not applicable. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Sec.134(3)(c) read with Sec. 134(5) of the Companies Act,2013, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for the year under review;

(iii) that the Directors 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;

(iv) that the Directors have prepared the annual accounts for the year under review on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERICAL PERSONNEL

During the year Sri Anurag Tandon, who was already Vice President (Accounts & Finance) of the Company, was re-designated as Chief Financial Officer of the Company. Sri Deepak Kothari & Sri Raj Kumar Gupta, Chairman & Managing Director and CS & Compliance Officer respectively of the Company were appointed as such before the Companies Act, 2013 come into force and they have also been re-designated as Key Managerial Personnel of the Company.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing Agreement, the Company has constituted following committees:-

1. Audit Committee.

2. Stakeholders Relationship Committee.

3. Nomination & Remuneration Committee.

4. Corporate Social Responsibility Committee.

5. Risk Management Committee

The Composition, Scope and Powers of the aforementioned Committees together with details of their meetings held during the period under review, forms part of the Corporate Governance Report.

ANNUAL REPORT ON CSR ACTIVITIES

As required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 the annual report on CSR activities undertaken by the Company during the year under review is attached as 'Annexure-1' to this Directors Report.

POLICIES OF THE COMPANY

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing Agreement, the Company has framed following Policies:-

1. Corporate Social Responsibility Policy.

2. Nomination & Remuneration policy.

3. Risk Management Policy.

4. Whistle Blower Policy/Vigil Mechanism.

5. Policy on Material Subsidiaries.

6. Policy on Related Party Transactions.

The details of the aforesaid policies are mentioned in the Corporate Governance Report and copies of the aforesaid policies are placed on the website of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Pramod Kumar Tandon, Sri Vikas Chaturvedi and Dr. Avinash Gupta are Independent Directors on the Board of the Company. All the above named Independent Directors have given their respective declarations under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder. In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder.

AUDITORS AND AUDITORS' REPORT

M/s Mehrotra & Mehrotra, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Mehrotra & Mehrotra, Chartered Accountants, to the effect that their re- appointment, if made, would be within the prescribed limits of Section 141 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of aforesaid Section.

There are no qualification, reservation or adverse remark in the Auditors' Report which need explanation in the Directors' Report.

SECRETARIAL AUDIT & ITS REPORT

As required by section 204 of The Companies Act, 2013, Mr Adesh Tandon of M/s Adesh Tandon & Associates, Practicing Company Secretary of Kanpur was appointed as the Secretarial Auditor of the Company and he has carried out the Secretarial Audit of the Company and has submitted his Report which is annexed to this report as 'Annexure-2'.

There are no qualification, reservation, adverse remark in the Secretarial Auditors' Report which need explanation in the Directors' Report.

LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under sec.186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

STOCK EXCHANGE USTING & Compliance

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai & National Stock Exchange of India Ltd., Mumbai and the Company is regularly complying with all the provisions of the listing agreement. CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report that also contains disclosures as per the Section 134 and 177 of the Companies Act, 2013 is attached and forms part of this Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as required under Clause 49 of the Listing Agreement is part of this Annual Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 & clause 49 of the Listing Agreement, the Board has carried out an Annual performance evaluation of its own performance and the Directors individually.

The evaluation of non-independent Directors, Chairman and the Board as a whole was done at a separate meeting held by independent Directors. The performance evaluation of independent Directors was done by the entire board, excluding Directors being evaluated.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place, an Anti-sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. There were no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken :

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy:

No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form 'A' is not applicable to the company.

[B] Technology ABsORpTiON:

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R&D department exists in the company.

INDUSTRIAL RELATIONS :

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES :

The particulars of employees who were in receipt of remuneration as specified in Sec.197(12) of the Companies Act, 2013 read with Rule 5(1)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as 'Annexure-3' to this Report. Further, the information required under section Sec.197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as 'Annexure-4' to this Report.

EXTRACTS OF THE ANNUAL RETURN

As per Section 92(3) of The Companies Act, 2013, read with Rule 12 of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of the Company in Form No. MGT-9 is attached to this report as 'Annexure-5'.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 have been enclosed with the report in the prescribed format AOC-2 as 'Annexure-6'.

SIGNIFICANT And Material Orders pASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant, material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2015 is forming part of this Annual Report. material CHANGES & Commitments AFFECTING FINANCIAL pOSITION

There have been no material changes and commitments which have occured between the end of Financial year and the date of this report which can have impact on financial position of the Company.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.

For and on behalf of the Board

Sd/- Sd/-

PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI)

DATE : 27th May, 2015 Chairman & Managing Director Executive Director






Mar 31, 2014

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 30th Annual Report and Audited Accounts for the financial year ended 31st March, 2014. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE : (Amount in ? Lacs) FINANCIAL YEAR FINANCIAL YEAR ENDED ENDED 31.03.2014 31.03.2013

Net Sales: 417192 381768

Other Income 15370 16044

Profit before Depreciation & Taxation 6485 9276

Less : Depreciation 120 150 Provision for Taxation: -Current Tax 2125 3200

-Deferred Tax 22 26

-Tax Adjustments for earlier years -11 -7

Profit after Tax 4229 5907

Add : Balance of Profit brought forward from previous year 34141 28234

Profit available for appropriation 38370 34141

APPROPRIATIONS

Transfer to General Reserve 423 591

Proposed Dividend 1194 1326

Additional Tax on Proposed Dividend 203 225

Balance of Profit carried forward 36550 31999

38370 34141

2014 IN RETROSPECT

Your Directors are to report that the Company''s sales turnover during the year under review has increased to Rs. 417192 Lacs from Rs.381768 Lacs during the previous financial year registering an increase of 9.28%. The Profit before depreciation & tax during the year has however decreased to Rs. 6485 Lacs as against Rs. 9276 Lacs in the previous year. The Profit after Tax has also decreased to Rs. 4229 Lacs as against Rs. 5907 Lacs of the previous year. The aforesaid decrease in Profitability has been mainly due to huge forex fuctuations.

INTERNATIONAL BUSINESS :

The Company''s export during the year under review has increased to Rs.385510 Lacs as compared to Rs. 337526 Lacs during the previous year resulting in an increase of 14.22%.

ISSUE OF BONUS SHARES

As you are aware your Directors have in their meeting held on 11th February, 2014, recommended Bonus Issue of 2 Equity Shares for every 1 Equity Share held as on 2nd April, 2014, being the record date fixed for the purpose.The same was approved by you by way of Postal Ballot on 24th March, 2014. The aforesaid Bonus Shares have been allotted to the eligible shareholders of the Company on 3rd April, 2014.

DIVIDEND RECOMMENDED

Your Directors have recommended a dividend of 60% (Rs. 6/- per Equity Share of Rs. 10/- each) subject to approval of shareowners in the ensuing Annual General Meeting of the Company, on the enhanced Equity Capital post Bonus Issue i.e. Rs. 19,89,59,100, absorbing Rs. 1397 Lacs (Inclusive of Additional Tax on dividend) as against dividend

of 200% (Rs. 20/- per equity Share) declared last year on the pre-bonus capital of Rs. 6,63,19,700. The aforesaid Dividend is tax free in the hands of the shareowners.

CHANGES IN SHARE CAPITAL

The Company has increased the authorized share capital of the Company from Rupees Eleven Crores (Rs.11,00,00,000/-) divided into One Crore Ten Lacs (1,10,00,000) Equity Shares of Rs.10/- each to Rupees Twenty One Crores (Rs.21,00,00,000/-) divided into Two Crore Ten Lacs (2,10,00,000)Equity Shares of Rs.10/- each on 24th March, 2014 after obtaining your approval through Postal Ballot to facilitate Issue of aforesaid Bonus Shares. Further, the paid-up share capital of the Company has also been increased from Rupees Six Crores Sixty Three Lacs Nineteen Thousand and Seven Hundred (Rs.6,63,19,700/-) divided into Sixty Six Lacs Thirty One Thousand Nine Hundred and Seventy (66,31,970) Equity Shares of Rs.10/- each to Rupees Nineteen Crores Eighty Nine Lacs Fifty Nine Thousand and One Hundred (Rs.19,89,59,100/-) divided into One Crore Ninety Eight Lacs Ninety Five Thousand Nine Hundred and Ten (1,98,95,910) Equity Shares of Rs.10/- each post allotment of aforesaid Bonus Shares on 3rd April, 2014.

SUBSIDIARIES

The Company had till the end of last financial year nine subsidiaries namely Sukhdham Constructions & Developers Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd. & IMK Hotels Pvt. Ltd. as its Wholly Owned Subsidiary Companies and Kothari Products Singapore Pvt. Ltd., Pinehills (Singapore) Pte. Ltd. (A wholly owned subsidiary of Kothari Products Singapore Pvt. Ltd.), Riverview Land Developers Pvt. Ltd., Blackplinth Realtors Pvt. Ltd. & Savitrimata Realtors Private Limited as its Subsidiary Companies. During the financial year under review IMK Hotels Pvt. Ltd. has ceased to be a Subsidiary of the Company w.e.f. 2nd September, 2013.

In accordance with the General Circular of the Ministry of Corporate Affairs, the detailed annual accounts and attachments of the subsidiary companies are not being published. However, the prescribed financial details of the aforesaid subsidiary companies have been disclosed in a separate statement attached to the consolidated Balance Sheet. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowner at the head office of the holding company and of the subsidiary companies concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareowner on demand. A statement referred to in clause (e) of sub section 1 of section 212 of the Act, disclosing the Company''s interest in subsidiaries and other information as required is attached.

DIRECTORS

Sri Mitesh Kothari, Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Further, in terms of the Articles of Association of the Company, Sri Pramod Kumar Tandon & Dr. Avinash Gupta, Directors of the Company, also retire by rotation at the ensuing Annual General Meeting. Since the aforesaid Directors and Sri Vikas Chaturvedi were appointed by the Company to fulfll the criteria of Independent Directors to comply with the requirements of clause 49 of the Listing Agreement and are liable to retire by rotation but since section 149 of the Companies Act, 2013 has stipulated for appointment of the Independent Directors who are not liable to retire by rotation. It is therefore necessary for the Company to appoint them as aforesaid. Accordingly necessary resolutions have been incorporated in the Notice of the ensuing Annual General Meeting for the aforesaid appointments.

The Company has received requisite notices in writing from members alongwith the deposit of the requisite amount required under 160 of the Act, proposing Sri Pramod Kumar Tandon, Dr. Avinash Gupta and Sri Vikas Chaturvedi for appointment as Independent Directors. The Company has received declarations from the aforesaid Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

Further, the Company has received a Special Notice in writing from a member of the Company alongwith the deposit of the requisite amount required under Section 160 of the Act intending to propose the candidature of Smt. Arti Kothari for the office of Director of the Company, liable to retire by rotation, in its ensuing Annual General Meeting. The necessary resolution has been incorporated in the notice of the aforesaid meeting for the aforesaid appointment.

BOARD COMMITTEES

The Board of Directors, at its meeting held on 22nd May, 2014, has rechristened the existing Remuneration Committee as Nomination & Remuneration Committee and Share owners''/investors'' Grievance Committee as Stakeholder''s Relationship Committee apart from constituting a Corporate Social Responsibility Committee so as to be in line with what is prescribed under the Companies Act, 2013 and Clause 49 of the amended Listing Agreement with the Stock Exchanges.

STOCK EXCHANGE LISTING & COMPLIANCE

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai, National Stock Exchange of India Ltd., Mumbai & UP. Stock Exchange Association Ltd., Kanpur.

CORPORATE GOVERNANCE REPORT

The report on the Corporate Governance as required under clause 49 of the Listing Agreement is included in this Annual Report under a separate section.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for the year under review;

(iii) that the Directors have taken proper and suffcient 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;

(iv) that the Directors have prepared the annual accounts for the year under review on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The information, as required under clause 49 of the Listing Agreement, is as under:-

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

Global growth picked up in the second half of 2013 after a slightly low growth during the previous six months of 2013 partly driven by increase in inventory. The strengthening in activity was mirrored in global trade and industrial production. The Indian economy has been through challenging times in the last two years, faced with the twin problem of prolonged high infation and low growth. This was also refected in lower business sentiments, reduced investments, lowered consumption, compressed revenues, increased government welfare measures and pressure on defcits.

Trading Industry is also facing challenging environment due to tough competitive global and domestic market and volatile forex scenario. Low industrial growth has also impacted the Trading Industry. Following a series of measures by the RBI and the government, the Rupee strengthened from its record lows and has been fairly stable in recent months. The stability in the domestic currency coupled by the improvements in the country''s economic fundamentals narrowing the Current Account Defcit and increased foreign inflows into the country will boost the sentiments and instill the confdence of the industry.

b) OPPORTUNITIES & THREATS

There are a myriad of opportunities a trader may discover through both its sales force and market research. Public-Private Partnership (PPP) is emerging as the new success route in India''s attempts to build world-class infrastructure. Over the last decade, policymakers at both Central and State levels have been increasingly focusing on infrastructure investments so as to enable fast paced economic growth. PPP in fact could be the key to policymakers'' attempts to create the requisite infrastructure for enabling double-digit GDP growth and enhancing people''s welfare. Public Sector projects through Public Private Partnership will bring further opportunities in Real Estate Industry. Thus with various opportunities the future of the company appears to be lustrous. However, the trading industry may face the risk of facing a ban on import/export of a commodity by Govt., decrease in consumer demand, a recession, price wars among key competitors, or even increase in

competition. Political and security conditions in the region and late legislative enforcement measures along with infrastructure safety are the threats in the Real Estate industry.

c) FINANCIAL PERFORMANCE

We have during the financial year registered a marginal growth in our sales in the International Trade and Real Estate divisions alongwith a marginal growth in sales volume & Profitability in our Real Estate Division as well. The Company''s sales turnover during the year under review has increased to Rs. 417192 Lacs from Rs. 381768 Lacs during the previous financial year. The Profit before depreciation & tax during the year has however decreased to Rs. 6485 Lacs as against Rs. 9276 Lacs in the previous year. The Profit after Tax has also decreased to Rs. 4229 Lacs as against Rs. 5907 Lacs of the previous year due to negative forex variations. However, Profitability of the Company has increased in Real Estate segment from Rs. 956 Lacs to Rs. 1247 Lacs whereas in Trading items segment the Profit has decreased to Rs. 7045 Lacs from Rs. 9848 Lacs in the previous year. The segment wise financial performance of the Company has also been mentioned in the Notes on Accounts being part of this Annual Report.

d) OUTLOOK :

With the global economy appearing to be on the path of revival and with the high income economies showing signs of firm recovery after years of low growth and/or recession, the outlook for the International Trading Industry in particular and Trading Industry in general appears to be bright. With the formation of the new stable Government at the Center and its focus on the development of the infrastructure of the country and with the rising demand for the houses the outlook for the real estate industry appears to be bright. In view of the aforesaid the outlook of the Company also appears to be bright.

e) RISKS AND CONCERNS :

These aspects have been mentioned under the Heading "Opportunities and Threats".

f) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Internal Control procedures commensurate with the size of the Company and the nature of its business for the import & export of commodities, minerals etc., purchase of assets and with regard to the sale of goods.

g) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

Human Resource is the most important element of the organization. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the organization.

The Company is taking suffcient steps for employee engagement and motivation. This has resulted in reduction of employee turnover. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, Company provides them proper induction, training and knowledge upgradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work. Further, as on 31st March, 2014 the Company had 53 employees on its roll.

AUDITORS AND AUDITORS'' REPORT

M/s Mehrotra & Mehrotra, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Mehrotra & Mehrotra, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 141 of the Companies Act, 2013 and that they are not disqualifed for such appointment within the meaning of aforesaid Section.

There are no qualifcations or adverse remarks in the Auditors'' Report which need explanation in the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

PRODUCTS LIMITED

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken:

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy: No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form ''A'' is not applicable to the company.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R&D department exists in the company.

INDUSTRIAL RELATIONS :

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES :

The particulars of employees who were in receipt of remuneration as specified in Sec.217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, is attached herewith as Annexure to this Report.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confdence in the Company.

For and on behalf of the Board

Sd/- Sd/- PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI) DATE : 22nd May, 2014 Chairman & Managing Executive Director Director


Mar 31, 2013

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 29th Annual Report and Audited Accounts for the Lnancial year ended 31st March, 2013. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE :

(Amount in Rs. Lacs)

FINANCIAL YEAR FINANCIAL YEAR ENDED 31.03.2013 ENDED 31.03.2012

Net Sales : 381768 321145

Other Income 16044 10804

Profit before Depreciation & Taxation 9276 7729

Less : Depreciation 150 85

Provision for Taxation:

-Current Tax 3200 2400

-Deferred Tax 26 -6

-Tax Adjustments for earlier years -7 -15

Profit after Tax 5907 5265

Add : Balance of Profit brought forward from previous year 28234 24652

Profit available for appropriation 34141 29917

APPROPRIATIONS

Transfer to General Reserve 591 526

Proposed Dividend 1326 995

Additional Tax on Proposed Dividend 225 162

Balance of Profit carried forward 31999 28234

34141 29917

2013 IN RETROSPECT :

Your Directors are to report that the Company''s sales turnover during the year under review has increased to Rs.381768 Lacs from Rs.321145 Lacs during the previous Lnancial year. The Profit before depreciation & tax during the year has also increased to Rs.9276 Lacs as against Rs.7729 Lacs in the previous year registering an increase of about 20%. The Profit after Tax has also increased to Rs.5907 Lacs as against Rs.5265 Lacs in the previous year registering an increase of about 12%.

INTERNATIONAL BUSINESS :

The Company''s export during the year under review has increased to Rs.337526 Lacs as compared to Rs. 205375 Lacs during the previous year registering a whopping increase of about 64%.

DIVIDEND RECOMMENDED :

Your Directors have recommended a dividend of 200% (Rs. 20/- per Equity Share of Rs. 10/- each) subject to approval of shareowners in the ensuing Annual General Meeting of the Company absorbing 1551 Lacs (Inclusive of Additional Tax on dividend) as against dividend of 150% (Rs. 15/- per equity Share). The aforesaid Dividend is tax free in the hands of the shareowners.

SUBSIDIARIES :

The Company had till the end of last financial year ten subsidiaries namely Arti Web - Developers Pvt. Ltd., Sukhdham Constructions & Developers Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd. & IMK Hotels Pvt. Ltd. as its Wholly Owned Subsidiary Companies and Kothari Products Singapore Pvt. Ltd., Pinehills (Singapore) Pte. Ltd. (A wholly owned subsidiary of Kothari Products Singapore Pvt. Ltd.), Riverview Land Developers Pvt. Ltd., Blackplinth Realtors Pvt. Ltd. & Savitrimata Realtors Private Limited as its Subsidiary Companies. During the financial year under review one subsidiary was added namely Masscorp Limited but it had ceased to be a Subsidiary of the Company w.e.f. 25th March, 2013. Further, Arti Web-Developers Pvt. Ltd. has also ceased to be a Subsidiary of the Company w.e.f. 1st January, 2013. In accordance with the General Circular No.2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs granting general exemption under section 212 of the Companies Act, 1956, the detailed annual accounts and their attachments are not being published. However, the prescribed financial details of the aforesaid subsidiary companies have been disclosed in a separate statements attached to the consolidated Balance Sheet. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowner at the head office of the holding company and of the subsidiary companies concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareowner on demand. A Statement referred to in Clause (e) of sub Section 1 of Section 212 of the Act, disclosing the Company''s interest in subsidiaries and other information as required is attached.

DIRECTORS :

Sri Vikas Chaturvedi & Sri Mitesh Kothari, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Sri Deepak Kothari, Chairman & Managing Director and Sri Mitesh Kothari, Executive Director of the Company will cease to hold their respective ofLces upto 11th October, 2013 and 30th September, 2013 respectively. The Board of Directors of your Company has, at its meeting held on 23rd May, 2013, proposed to re-appoint them on their respective posts subject to your approval in the ensuing Annual General Meeting for which necessary resolutions have been incorporated in the notice of the aforesaid meeting.

STOCK EXCHANGE LISTING & COMPLIANCE :

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai, National Stock Exchange of India Ltd., Mumbai & U.P. Stock Exchange Association Ltd., Kanpur.

CORPORATE GOVERNANCE REPORT :

The report on the Corporate Governance as required under clause 49 of the Listing Agreement is included in this Annual Report under a separate section.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for the year;

(iii) that the Directors have taken proper and sufLcient 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT :

M/s Mehrotra & Mehrotra, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Mehrotra & Mehrotra, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

There are no qualifications or adverse remarks in the Auditors'' Report which need explanation in the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

[A] CONSERVATION OF ENERGY :

a) Energy Conservation Measures taken:

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy: No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form ''A'' is not applicable to the company.

[B] TECHNOLOGY ABSORPTION :

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R&D department exists in the company.

INDUSTRIAL RELATIONS :

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES :

The particulars of employees who were in receipt of remuneration as specified in Sec.217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, is Nil.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.

For and on behalf of the Board

Sd/- Sd/-

PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI)

DATE : 23rd May, 2013 Chairman & Managing Director Executive Director


Mar 31, 2012

The Board of Directors of your Company presents herewith its 28th Annual Report and Audited Accounts for the financial year ended 31st March, 2012. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE

(RS. IN LACS)

FINANCIAL FINANCIAL YEAR ENDED YEAR ENDED 31.03.2012 31.03.2011

Net Sales: 321145 133372

Other Income 10804 5593

Profit before Depreciation & Taxation 7729 7393

Less : Depreciation 85 83

Provision for Taxation:

-Current Tax 2400 1700

-Deferred Tax -6 -23

-Tax Adjustments for earlier years -15 -528

Profit after Tax 5265 6161

Add : Balance of Profit brought forward from previous year 24652 20803

Profit available for appropriation 29917 26964

APPROPRIATIONS

Transfer to General Reserve 526 616

Proposed Dividend 995 1459

Additional Tax on Proposed Dividend 161 237

Balance of Profit carried forward 28235 24652

29917 26964

2012 IN RETROSPECT:

Your Directors are to report that the Company's sales turnover during the year under review has zoomed to Rs.321145 Lacs from Rs.133372 Lacs during the previous financial year. The Profit before depreciation & tax during the year has however increased only to Rs.7729 Lacs as against Rs.7393 Lacs in the previous year. The Profit after Tax has however decreased to Rs.5265 Lacs as against Rs.6161 Lacs in the previous year. The profitability of the Company did not go up correspondingly in view of very volatile forex market, thin margins and slow down.

INTERNATIONAL BUSINESS :

The Company's export during the year under review has increased to Rs.205375 Lacs as compared to Rs. 67104 Lacs during the previous year.

DIVIDEND RECOMMENDED:

Your Directors took a conservative view due to slow down and thin margins in recommending a dividend of 150% (Rs.15/- per equity share of Rs.10/- each) as against 220% in the previous year, subject to approval of shareowners in the ensuing Annual General Meeting of the Company, absorbing Rs. 1156 Lacs (Approx) including additional tax on dividend. The aforesaid Dividend is tax free in the hands of the shareowners.

SUBSIDIARIES:

The Company had till the end of last financial year seven subsidiaries namely Sukhdham Constructions & Develop- ers Ltd., Arti Web-Developers Pvt. Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd. & IMK Hotels Pvt. Ltd. as its Wholly Owned Subsidiary Companies and Kothari Products Singapore Pvt. Ltd. & Savitrimata Realtors Private Limited as its Subsidiary Companies. During the financial year under review three new subsidiaries have been added namely:- Riverview Land Developers Pvt. Ltd., Pinehills (Singapore) Pte. Ltd. (A wholly owned subsidiary of Kothari Products Singapore Pvt. Ltd.) & Blackplinth Realtors Pvt. Ltd..

In accordance with the General Circular No.2/ 2011 dated 8th February, 2011 of the Ministry of Corporate Affairs granting general exemption under section 212 of the Companies Act, 1956, the detailed annual accounts and their attachments are not being published. However, the prescribed financial details of the aforesaid subsidiary companies have been disclosed in the consolidated Balance Sheet. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowner at the head office of the holding company and of the subsidiary companies concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareowner on demand.

DIRECTORS:

Sri Pramod Kumar Tandon, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

STOCK EXCHANGE LISTING & COMPLIANCE:

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai, National Stock Exchange of India Ltd., Mumbai & U.P. Stock Exchange Association Ltd., Kanpur.

CORPORATE GOVERNANCE REPORT:

The report on the Corporate Governance as required under clause 49 of the Listing Agreement is included in this Annual Report under a separate section.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for the year;

(iii) that the Directors 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS' REPORT :

M/s Mehrotra & Mehrotra, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Mehrotra & Mehrotra, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act,1956.

There are no qualifications or adverse remarks in the Auditors' Report which need explanation in the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

[A] CONSERVATION OF ENERGY:

a) Energy Conservation Measures taken:

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy: No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form 'A' is not applicable to the company.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R&D department exists in the company.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Activities relating to exports; initiatives taken to increase exports; Development of new export markets for Trading Items and Export Plans

The Company's trading items are being exported directly or through Merchant Exporters to China & Thailand.

The Company has exported Iron Ore and is also in the process of exporting of Aluminium Ingots to Thailand and also planning export of Literite to Bahrain.

The Company is also planning various minerals and metal products for export.

The Company is also Exporting Ceramic Tiles, Note Books, Copies, Papers, etc to Colombia & Panama.

As India is a growing market for Metals mainly steel the Company is exploring opportunities to export the same.

INDUSTRIAL RELATIONS:

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES:

The particulars of employees who were in receipt of remuneration as specified in Sec.217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, is Nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support ex- tended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.

For and on behalf of the Board

Sd/- Sd/-

PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI)

DATE : 29th May, 2012 Chairman & Managing Director Executive Director


Mar 31, 2011

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 27th Annual Report and Audited Accounts for the financial year ended 31st March, 2011. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE :

(RS. IN LACS) FINANCIAL FINANCIAL

YEAR ENDED YEAR ENDED

31.03.2011 31.03.2010

Net Sales 133372 34872

Other Income 5593 8307

Profit before Depreciation & Taxation 7393 8280

Less : Depreciation 83 121

Provision for Taxation:

-Current Tax 1700 1450

-Deferred Tax -23 24

-Tax Adjustments for earlier years -528 1

Profit after Tax 6161 6684

Add : Balance of Profit brought forward

from previous year 20803 16333

Profit available for appropriation 26964 23018

APPROPRIATIONS

Transfer to General Reserve 616 668

Proposed Dividend 1459 1327

Additional Tax on Proposed Dividend 237 220

Balance of Profit carried forward 24652 20803

26964 23018

2011 IN RETROSPECT:

Your Directors are to report that the Company's sales turnover during the year under review has been Rs. 133372 Lacs as against Rs. 34872 Lacs during the previous financial year. The Profit before tax during the year has decreased to Rs. 7393 Lacs as against Rs. 8280 Lacs in the previous year. The Profit after Tax has also similarly decreased to Rs. 6161 Lacs as against Rs. 6684 Lacs in the previous year.

INTERNATIONAL BUSINESS :

The Company's export during the year under review has increased to Rs. 67104 Lacs as compared to Rs. 23262 Lacs during the previous year.

DIVIDEND RECOMMENDED:

Your Directors recommend a dividend of 220% (Rs. 22/- per equity share of Rs. 10/- each) subject to approval of shareowners in ensuing Annual General Meeting, absorbing Rs. 1696 Lacs (Approx) including additional tax on dividend. The aforesaid Dividend is tax free in the hands of the shareowners.

SUBSIDIARIES :

The Company has seven subsidiaries namely Sukhdham Constructions & Developers Ltd., Arti Web-Developers

Pvt. Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd.& IMK Hotels Pvt. Ltd. as its wholly owned subsidiary Companies and Kothari Products Singapore Pvt. Ltd. and Savitrimata Realtors Private Limited as its subsidiary Companies. In accordance with the General Circular No. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs granting general exemption under section 212 of the Companies Act, 1956, the detailed annual accounts and their attachments are not being published. However, the prescribed financial details of the aforesaid subsidiary companies have been disclosed in the consolidated Balance Sheet. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareowners at the head office of the holding company an d of the subsidiary companies concerned. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareowner on demand.

DIRECTORS:

Dr. Avinash Gupta, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

STOCK EXCHANGE LISTING & COMPLIANCE:

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai, National Stock Exchange of India Ltd., Mumbai & U.P. Stock Exchange Association Ltd., Kanpur.

CORPORATE GOVERNANCE REPORT:

The report on the Corporate Governance as required under clause 49 of the Listing Agreement is included in this Annual Report under a separate section.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 of the company for the year;

(iii) that the Directors 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS' REPORT :

M/s Mehrotra & Mehrotra, Auditors hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s Mehrotra & Mehrotra, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of Section 224(1B) of the Companies Act,1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act,1956.

There are no qualifications or adverse remarks in the Auditors' Report which need explanation in the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

[A] CONSERVATION OF ENERGY:

Energy Conservation Measures taken:

a) The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy. No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form 'A' is not applicable to the company.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R & D department exists in the company.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Activities relating to exports; initiatives taken to increase exports; Development of new export markets for Trading Items and Export Plans

The Company's trading items are being exported directly or through Merchant Exporters to China & Thailand. The Company has exported Iron Ore and is also in the process of exporting of Aluminium Ingots to Thailand and also planning export of Literite to Bahrain. The Company is also planning various minerals and metal products for export. New developments under process are Soya DOC. As India is a growing market for Metals mainly steel the Company is developing opportunities to export the same.

(RS. IN LACS)

CURRENT YEAR PREVIOUS YEAR

b) Earnings in Foreign Currency 67104 23262

c) Expenditure in Foreign Currency 8 6

d) Imports of goods for trading 106379 21593

e) Purchase of Fixed Assets NIL NIL

INDUSTRIAL RELATIONS:

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES:

The particulars of employees who were in receipt of remuneration as specified in Sec.217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, is Nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.

For and on behalf of the Board

Sd/- Sd/-

(DEEPAK KOTHARI) (MITESH KOTHARI)

Chairman & Managing Director Executive Director

PLACE : KANPUR

DATE : 30th May, 2011

 
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