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Directors Report of Kothari World Finance Ltd.

Mar 31, 2014

THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

Year Ended 31-03-2014 Year Ended 31-03-2013 Particulars Rs. In lakh Rs. In lakh

Total Income 174.72 107.22

Gross Operating Profit 128.65 61.35

Depreciation 39.76 15.59

Profit Before Tax 88.89 45.76

Provision for:

- Current Tax 27.09 15.35

- Deferred Tax (Asset) 12.18 0.04

- Earlier years'' tax 0.82 0.58

Profit After Tax 73.16 29.87

Transferredto statutory Reserve 14.63 5.97

Surplus available for appropriations 58.53 23.90

Profit/(Loss) brought forward from Previous year 107.40 83.50

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 165.93 107.40

DIVIDEND

Your Directors are unable to recommend the Dividend on Equity Shares, since the Company wants to plough back its Profit in view of current scenario.

REVIEW OF OPERATIONS

The total income of the Company for the year ended 31st March, 2014 was Rs. 174.72 Lacs as against Rs.107.22 Lacs reported as on 31st March, 2013. The Company has reported profit after tax for the year ended 31st March, 2014, to the extent of Rs 73.16 Lacs as against Rs.29.87 Lacs for the previous year ended 31st March, 2013.

FUTURE PROSPECTS

During the year under review, your company has rented out the entire godowns at Thangadh, near Rajkot on rental basis to Central Warehousing Corporation, a Government of India Organization and has started generating further income from the said godown premises. In the current financial year your company has also started generating income from the Jumbo Godown acquired at Village Kukse, Bhiwandi to the tune of Rs.65.46 Lacs during the current financial year. Your company is further exploring the best opportunity to invest the funds at its disposal into real estate business and to generate income from such investment. During the year under review, your company has generated income from trading in shares and commodities and your directors are therefore optimistic of a fairly good performance in the coming years.

DIRECTORS

In accordance with Section 152 and other applicable provisions of Companies Act, 2013 Mrs. Liza Kothari, retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Your Directors recommend her re- appointment. Also as per the provisions of Companies Act, 2013, it is proposed to appoint Mr. Jeetendra B Wala (Din 00034986), Mr. Jayesh Gandhi (DIN 01497163) and Ms Meena Dalvi (DIN 05188976) as Independent Directors of the Company for a consecutive term of five years from this Annual General Meeting.

Brief resumes of Directors, nature of experience and the names of the Companies in which they hold Directorship and the membership/chairmanship of the Board/ Committees , as stipulated under Clause 49 of the listing Agreement with the stock Exchange are provided in the report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors state that:

1) In the preparation of annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been furnished.

2) Accounting policies as listed in Note 23 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2014 and of the Profit or Loss of the Company for the Accounting Year ended on that day.

3) Proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the said act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The information as required under section 217(2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is not applicable as there are no employees who are in receipt of Rs 60, 00,000/- or more per annum if employed throughout the year under review or Rs 5, 00,000/- or more per month if employed for the part of the year under review.

CORPORATE GOVERNANCE

The Companies Act, 2013 & the listing agreement with the Stock exchanges require compliances with specified Corporate Governance practices. These practices have been fully implemented and a certificate from the Practicing Company Secretary as well as a detailed report on Corporate Governance, approved by the Board of Directors of the Company is set out in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management Discussion and Analysis Report forms an integral part of this report.

FIXED DEPOSITS

During the year ended 31st March, 2014 the Company had not accepted any Fixed Deposits from the Public. The Company does not hold any Fixed Deposits from the public.

AUDITORS

M/s. Shahade & Associates, Chartered Accountants and Statutory Auditors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2015

AUDITORS OBSERVATIONS

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self- explanatory.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology Absorption in Form B prescribed by the rules. The Company not being a manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

During the year ended 31st March, 2014 the Company has not earned any Income in Foreign Exchange.

TAX PROVISIONS

The Company has made adequate tax provisions under the provisions of Income Tax Act, 1961.

LISTING

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange and trading in the shares have commenced with effect from Thursday June, 17th 2010 on the BSE vide notice no. 20100611-13 The scrip code number of the Equity shares of the Company on BSE is 511138. The trading in the Securities of the Company has been resumed in "T" group. The Company has paid up-to-date listing fees to the exchange.

DEMATERIALIZATION

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE988F01017. The equity shares of the Company are listed on Bombay Stock Exchange Limited.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere efforts and effective services rendered by the committed officers and staff of the company.

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

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases as and when they arise.

During the period under review, no cases were filed with the Committee.

WHISTLE BLOWER POLICY

As per the provision of Section 177(9) of the Companies Act, 2013 the listed Company shall establish a vigil mechanism for Directors and employees. The vigil mechanism shall also provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. However such mechanism has been disclosed by the Company on its website.

The purpose of the Whistleblower Policy is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

ACKNOWLEDGMENT

We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Limited, Registrar of Companies, National Securities Depository Limited , Central Depository Services (India) Limited, M/s. Sharex (India) Private Limited, Bankers and other Government Agencies for their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR Sd/- DATE: 30th July 2014 MRS. LIZA KOTHARI PLACE: MUMBAI MANAGING DIRECTOR


Mar 31, 2013

THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

Year Ended 31-03-2013 Year Ended 31-03-2012

Particulars Rs. In lacs Rs. In lacs

Total Income 107.22 165.87

Gross Operating Profit 61.35 53.26

Depreciation 15.59 9.77

Profit Before Tax 45.76 43.49 Provision for:

Current Tax 15.35 13.58

- Deferred Tax (Asset) 0.04 3.01

Profit After Tax 29.87 32.92

Transferred to statutory Reserve 5.97 6.58

Surplus available for appropriations 23.90 26.34

Profit/(Loss) brought forward from Previous year 83.50 57.16

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 107.40 83.50

DIVIDEND

Your Directors are unable to recommend the Dividend on Equity Shares, since the Company wants to plough back its Profit in view of current scenario.

REVIEW OF OPERATIONS

The total income of the Company for the year ended 31st March, 2013 was Rs 107.22 lacs as against 165.87 lacs reported as on 31st March, 2012.

FUTURE PROSPECTS

During the year under review, your company has given additional God owns at Thangadh, near Rajkot on rental basis to Central Warehousing Corporation, Government of India Organization for a period 3 months and has started generating further income from the said premises. Your company has also acquired two properties one Factory Shed at Village Khadoli, Silvassa and another Go down Premises at Thane, Chitalsar Manpada with an total investment of Rs.2.81 crore. Out of the said two properties, Godown at Thane has started generating income of Rs.1.25 lacs per month. In the current financial year (20132014), your company has acquired a Jumbo Godown Shed at Bhiwandi of nearly 62000 square feet with an investment of approximately Rs.3.90 Crore. Your company is in the process of negotiating to give the said Jumbo Shed on Leave & License basis to private parties and if all goes according to the plan, the Jumbo Shed may generate substantial income in the coming year. Your company is further exploring the best opportunity to invest the funds at its disposal into real estate business and to generate income from such investment. During the year under review, your company has also generated income from trading in commodities and your directors are, therefore optimistic of a fairly good performance in the coming years.

TAX PROVISIONS

The Company has made adequate tax provisions under the provisions of Income Tax Act, 1961.

LISTING

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange and trading in the shares have commenced with effect from Thursday June, 17th 2010 on the BSE vide notice no. 20100611-13 The scrip code number of the Equity shares of the Company on BSE is 511138. The trading in the Securities of the Company has been resumed in "T" group. The Company has paid up-to-date listing fees to the exchange.

DEMATERIALIZATION

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE988F01017. The equity shares of the Company are listed on Bombay Stock Exchange Limited.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors state that:

1) In the preparation of annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been furnished.

2) Accounting policies as listed in Note 15 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2013 and of the Profit or Loss of the Company for the Accounting Year ended on that day.

3) Proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the said act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere efforts and effective services rendered by the committed officers and staff of the company.

The information as required under section 217(2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is not applicable.

AUDITORS OBSERVATIONS

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology Absorption in Form B prescribed by the rules. The Company not being a manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

During the year ended 31st March, 2013 the Company has not earned any Income in Foreign Exchange.

FIXED DEPOSITS

During the year ended 31st March, 2013 the Company had not accepted any Fixed Deposits from the Public under Section 58-A of the Companies Act, 1956. The Company does not hold any Fixed Deposits from the public.

DIRECTORS

Mr. Nitesh Kothari Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment.

AUDITORS

M/s. Shahade & Associates, Chartered Accountants and Statutory Auditors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2014.

ACKNOWLEDGMENT

We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Ltd., Registrar of Companies, National Securities Depository Ltd., Central Depository Services (India) Ltd., M/s. Sharex Dynamic (India) Private Limited, Bankers and other Government Agencies for their continued support.

FOR: AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/-

DATE : 29th July 2013 MRS. LIZA KOTHARI

PLACE: MUMBAI MANAGING DIRECTOR


Mar 31, 2012

TO THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

The Directors have pleasure in presenting their 27th Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2012.

Year Ended 31-03-2012 Year Ended 31-03-2011

Particulars Rs. In lakh Rs. In lakh

Total Income 165.87 50.64

Gross Operating Profit 53.26 0.22

Depreciation 9.77 2.10

Profit Before Tax 43.49 -1.88

Provision for:

- Current Tax 13.58 -3.20

- Deferred Tax (Asset) 3.01 0.57

Profit After Tax 32.92 -4.51

Transferred to statutory Reserve 6.58 --

Surplus available for appropriations 26.34 --

Profit/(Loss) brought forward from Previous year 57.16 61.67

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 83.5 57.16

DIVIDEND

Your Directors are unable to recommend the Dividend on Equity Shares, since the Company wants to plough back its Profit in view of current scenario.

REVIEW OF OPERATIONS

The financial year 2011-12 was challenging for the corporate India particularly the finance sector with the global meltdown and a slowdown in Indian economy. As we pen this report, the scenario has improved and we believe that the economy is once again gearing up for 6-7% growth in GDP having achieved strong political stability.

The total income of the Company for the year ended 31st March, 2012 was Rs 165.87 lacs as against Rs 50.64 lacs reported as on 31st March, 2011. The Company has reported profit after tax to the extent of Rs 32.92 lacs as against loss Rs 4.51 lacs for the previous year ended 31st March, 2011.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year under review, the Company issued 59, 37,500 Equity Shares on Preferential basis. Out of this 40, 00,000 shares were issued to promoters and 19, 37,500 shares were issued to non-promoters. The Company received the in principle approval for issue of 19, 37,500 Equity Shares to non promoters on 14th September 2011. Accordingly, at the Board Meeting held on 26th September 2011, the Company allotted 19, 37,500 to non promoters and the shares were listed on the stock Exchange on 9th November 2011. Subsequently the Company received the in principle approval for issue of 40, 00,000 Equity Shares to promoters on 8th November 2011. Accordingly, at the Board Meeting held on 25th November 2011, the Company allotted 40, 00,000 Equity Shares to promoters. Listing Approval for the same has been received by the Company.

FUTURE PROSPECTS

Your company at present has started directly negotiating with Government Organization namely the Food Corporation of India and Government of Gujarat for taking over of the vacant Godowns on License Basis as they are in need of Godowns Space in the vicinity of Rajkot. If the deal is materialized, it will bring good returns to your company. Further your company is exploring the best opportunity to invest the fund at its disposal into real estate business and to generate income from such investment. Your Directors are, therefore optimistic of a fairly good performance in the coming years.

TAX PROVISIONS

The Company has made adequate tax provisions under the provisions of Income Tax Act, 1961.

LISTING

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange and trading in the shares have commenced with effect from Thursday June, 17th 2010 on the BSE vide notice no. 20100611-13 The scrip code number of the Equity shares of the Company on BSE is 511138. The trading in the Securities of the Company has been resumed in "T" group. The Company has paid up-to-date listing fees to the exchange.

DEMATERIALIZATION

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE988F01017. The equity shares of the Company are listed on Bombay Stock Exchange Limited.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies (Amendment) Act 2000, the Directors state that:

1) In the preparation of annual accounts, the applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been furnished.

2) Accounting policies as listed in Note 15 to the financial statements have been selected and consistently applied and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the company as on 31st March, 2012 and of the Profit or Loss of the Company for the Accounting Year ended on that day.

3) Proper and sufficient care for the maintenance of adequate accounting records has been taken in accordance with the provisions of the said act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere efforts and effective services rendered by the committed officers and staff of the company.

The information as required under section 217(2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is not applicable.

AUDITORS OBSERVATIONS

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self- explanatory.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology Absorption in Form B prescribed by the rules. The Company not being a manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

During the year ended 31st March, 2012 the Company has not earned any Income in Foreign Exchange.

FIXED DEPOSITS

During the year ended 31st March, 2012 the Company had not accepted any Fixed Deposits from the Public under Section 58-A of the Companies Act, 1956. The Company does not hold any Fixed Deposits from the public.

DIRECTORS

Mr. Manohar M. Mhatre Director, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment.

AUDITORS

M/s. Shahade & Associates, Chartered Accountants and Statutory Auditors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2013

ACKNOWLEDGMENT

We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Ltd., Registrar of Companies, National Securities Depository Ltd., Central Depository Services (India) Ltd., M/s. Sharex (India) Private Limited, Bankers and other Government Agencies for their continued support.

FOR: AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/-

DATE : 16th AUGUST 2012 MRS. LIZA KOTHARI

PLACE: MUMBAI MANAGING DIRECTOR ANNEXURE TO DIRECTOR'S REPORT


Mar 31, 2009

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2009.

(Rs. in lacs)

Details Year Ended Year Ended

31-03-2009 31-03-2008

Total Income 14.81 7.86

Gross Operating Profit 6.40 7.94

Depreciation 1.56 1.67

Profit Before Tax 4.84 (1.64)

Provision for :

Current Tax 1.20 -

Deferred Tax Liability - -

Fringe Benefit Tax - 0.03

Profit After Tax 3,64 (1.68)

Add/Less : Excess Provision/ Short Provision - -

Profit/ (Loss) brought forward from Previous year 49.96 51.64

Surplus available for appropriations - -

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 53.60 49.96

Dividend

Your Directors are unable to recommend the Dividend on Equity Shares. Since the Company wants to plough back its Profit in view of current scenario.

Conservation of Energy and Technology Absorption

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 require disclosure of particulars regarding conservation of energy in Form A and Technology Absorption in Form B prescribed by the rules. The Company not being a manufacturing Company is advised that Form A and B are not applicable to it.

Foreign Exchange Earnings & Expenditure

During the year ended 31st March, 2009 the Company has not earned any Income in Foreign Exchange.

Fixed Deposits

During the year ended 31st March, 2009 the Company had not accepted any Fixed Deposits from the Public under Section 58-A of the Companies Act, 1956. The Company does not hold any Fixed Deposits from the public.

Directors

Shri Manohar Mhatre Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your Directors recommend his re-appointment.

Auditors

M/s. A. R Shetty & Co., Chartered Accountants and Statutory Auditors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2010.

Acknowledgment

We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Ltd., Registrar of Companies, National Securities Depository Ltd., Central Depository Services (India) Ltd., for their continued support.

For: and on behalf of the Board of Director

sd/-

Date : 20th August 2009 Shri. Nitesh Kothari

Place: Mumbai (Chairman & Director)

 
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