Directors Report of Kothari Products Ltd.

Mar 31, 2023

The Board of Directors of your Company presents herewith its 39th Annual Report and Audited Financial Statements for the financial yearended 31st March, 2023.The report also includes the Management Discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY''S AFFAIRS:-

			(Amount in Rs. Lacs)
	STANDALONE		CONSOLIDATED
	FINANCIAL	FINANCIAL	FINANCIAL	FINANCIAL
	YEAR	YEAR	YEAR	YEAR
	ENDED	ENDED	ENDED	ENDED
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Net Sales:	28,707	1,07,900	1,38,697	3,39,685
Other Income	3,167	3,534	4,325	4,584
Profit before Depreciation & Taxation	502	1,206	1,172	2,204
Less : Depreciation	198	237	239	276
Provision forTaxation :
- Current Tax	122	313	298	435
- Deferred Tax	-148	7	-147	-118
- Tax Adjustments for earlier years	182	138	263	143
Profit afterTax	148	511	519	1,468
- Other Comprehensive Income (Net of Tax)	-	-	3,180	-1
-Total Comprehensive Income forthe year	-	-	3,699	1,467
Add : Balance of Profit brought forward from previous year	52,321	51,810	55,985	52,300
Add: Reserve related to ceased subsidiaries	-	-	-	120
Add: Debenture Redemption Reserve brought back	-	-	3511	2,098
Profit available for appropriation	52,469	52,321	63,195	55,985
APPROPRIATIONS
Transfer to General Reserve	-	-	-	-
Prior Period Expenses	-	-	-	-
Proposed Dividend	-	-	-	-
Additional Tax on Proposed Dividend	-	-	-	-
Balance of Profit carried forward	52,469	52,321	63,195	55,985
	52,469	52,321	63,195	55,985

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

2023 IN RETROSPECT&STATE OFCOMPANY''S AFFAIRS

Your Directors are to report that the Company''s sales turnover during the year under review has decreased to Rs.28707 Lacs from Rs.1 07900 Lacs during the previous financial year registering decrease of 73.39%. Similarly the Company has earned lower profit before depreciation & tax during the year of Rs.502 Lacs as against Rs.1 206 Lacs in the previous year registering a decrease of 58.37%. Similarly the Company has earned lower profit afterTax of Rs.149 Lacs as against Rs.511 Lacs during the previous year,

registering decrease of 70.84%. The aforesaid decrease in turnover and profitability is due to the reasons mentioned in the Management Discussion & Analysis Report forming part of this Report.

INTERNATIONAL BUSINESS

The Company''s export during the year under review was NILas compared to Rs.65923 Lacs during the previous year resulting in decrease of 100%.

DIVIDEND RECOMMENDED

To conserve the resources for future purpose, the Board of Directors of your company does not recommend any dividend for the financial year2022-23.

CHANGES IN SHARE CAPITAL

During the year under review there were no changes in the Share Capital of the Company.

ISSUE OF EQUITYSH ARES WITH DIFFERENTIALRIGHTS,SWEATEQUITY, ESOS ETC.

During the year the Company has not issued any shares with differential rights, sweat equity, ESOS etc.

CHANGE INTHE NATURE OF BUSINESSOFTHECOMPANY

During the year under review there was no change in the nature of business of the Company.

SUBSIDIARIES ANDASSOCIATES

The Company has as on 31st March, 2023, two subsidiaries namely KPL Exports Ltd. & Kothari Products Singapore Pte. Ltd. Further, the Company also has as on 31st March, 2023, four associate Companies as mentioned in the notes of the Financial Statements of the Company. The prescribed salient features of the financial statements of the aforesaid subsidiary companies and associates Companies as per sub section 3 of section 1 29 of the Act have been disclosed in a separate statement attached to the consolidated Financial Statements which forms part of this Annual Report. The statement reflects the performance and financial position of each of the subsidiaries and associates, as required by Rule 8 (1) of the Companies (Accounts) Rules, 2014. 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 keptforinspection by anyshareowneratthe Registered Office of the holding companyand of the subsidiary companies concerned.

HIGHLIGHTS OF PERFORMANCEOFSUBSIDIARIES&ASSOCIATES

The highlights of performance of subsidiaries & associates during the year under review and their contribution to the overall performance of the Company are mentioned in the form AOC-1 and Statement of Additional Information''s as per schedule III to the Companies Act, 2013 of the aforesaid subsidiaries & associates, is appended to the Consolidated Financial Statements accompanying this report.

DIRECTORS AND KEYMANAGERIAL PERSONNEL

Sri Mitesh Kothari, a Directorof the Company, retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Further, Sri Deepak Gambhirdas Gandhi was appointed as an Additional Director designated as an Independent Director of the Company for a period of 5 years w.e.f. 30th May, 2022, However due to his unavoidable personal reasons he had resigned from the aforesaid post, w.e.f. 1 9th August, 2022. Further, aforesaid Sri Gandhi was again appointed by the Board of Directors of the Company as an Additional cum Independent Director for a period of 5 years, w.e.f. 21 st January, 2023 and the members of the Company have approved the aforesaid appointment vide their Special Resolution passed through Postal Ballot on 1 7th April, 2023. In the opinion of the board the aforesaid Sri Gandhi has the requisite integrity, expertise, experience and the proficiency in the context of the business of the Company. There is no other change in the Key Managerial Personnel during the year.

NUMBEROFTHE BOARD MEETINGS

The Company held Seven Board Meetings during the year 2022-23 and the details of aforesaid meetings are given in the Corporate Governance Report.

DEPOSITS

The Company neither accepted any Deposits from the public nor there is any outstanding amount of deposit during the financial year 2022-23, hence the particulars relating to the aforesaid are not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Sec. 134(3) (c) read with Sec. 1 34(5) of the Companies Act, 201 3, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 st March, 2023, the applicable accounting standards have beenfollowed;

(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 otherirregularities;

(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 a re adequate and operating effectively.

COMMITTEES OFTHE BOARD

Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations,201 5the Company has constituted following committees:-

1. Audit Committee,

2. Stakeholders Relationship Committee.

3. Nomination & Remu neration Committee.

4. CorporateSocial Responsibility 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.

ANNUALREPORTON 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''tothis Directors Report.

DETAILS OF VIGILMACHANISM

Pursuant to Section 1 77 of The Companies Act, 201 3, the Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the Company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the Whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The Company has appointed Sri Anurag Tandon, Chief Financial Officer as its Vigilance Officer and his address is Kothari Products Limited , C/62, VibgyorTower, 5th Floor, Bandra Kurla Complex, Bandra East, Mumbai, E-mail Id:- [email protected]. The company has assigned the email ID- [email protected] or [email protected] or [email protected] on which anyone can report or send written complaint to the Vigilance Officer, Chairman & Managing Director and the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The aforesaid policy has been posted by company on its website under link "InvestorSection".

POLICIES OFTHE COMPANY

Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 201 5, the Company has framed following Policies:-

1. CorporateSocial Responsibility Policy.

2. Nomination & Remuneration policy.

3. RiskManagementPolicy

4. Whistle Blower Policy/VigiI Mechanism.

5. Policy on Material Subsidiaries.

6. Policyon Related PartyTrareactions.

7. Policy determining materiality of events/information.

8. Policyon code of Practices and Procedu res for fair disclosure of I nsiderTrading.

9. Policyon Code of Business conduct & ethics.

1 0. Policyon Preservation of Documents.

11. Familiarisation Programme Imparted to Independent Directors

The details of the aforesaid policies are mentioned inthe Corporate Governance Report and copies ofthe aforesaid policies are placed on the website ofthe Company i.e. www.kothariproducts.in. However as required by section 1 78 ofthe Companies Act, 201 3, the Remuneration Policy developed by the Company is attached herewith as "Annexure-2".

INVESTOR EDUCATION ANDPROTECTION FUND(IEPF)

Pursuant to the provisions ofthe Companies Act, 201 3 read with the I EPF Authority (Accounting, Audit, Transfer & Refund) Rules, 201 6, all dividends remaining unpaid/unclaimed for a period of 7 years from the date of their transfers are required to be transferred by the Company to the I EPF established by the Government of India. Accordingly all unpaid or unclaimed dividends upto the Financial Year 201 5-1 6 have already been transferred and for the Financial Year 201 6-1 7 will be transferred by the Company by October, 2024 to the aforesaid fund. Further, as per the aforesaid provisions all relevant shares corresponding to the aforesaid unpaid/unclaimed dividends upto Financial year 2015-16 have also been transferred to the demat account ofthe IEPF authority as per the details mentioned below, the details of the aforesaid shares are also available under the heads "Investor''s Section" on the website ofthe company:-

SI. No.	Particulars	No. of Shareholders	No. of Share
1.	Aggregate number of shareholders & the outstanding shares in the above Demat account lying atthe beginning ofthe year i.e. on April 1,2022	131	24796
2.	Number of shareholders who approached issuer for transfer of shares from above Demat account during the year	Nil	Nil
3.	Number of shareholders whose shares transferred from above Demat account during 2022-23	Nil	Nil
4.	No. of shareholders whose shares transferred to the above demat account during 2022-23	90	16631
5.	Aggregate number of shareholders and outstanding shares in the above demat account lying at the end of the year as on March 31, 2023	221	41427

Voting rights on the equity shares lying in the above demat account shall remain frozen until the rightful owner of such equity sharesclaimsthese equityshares.

DECLARATION BYINDEPENDENTDIRECTORS

Sri Pramod Kumar Tandon, Sri Vikas Chaturvedi, Dr. Avinash Gupta and Sri Deepak Gambhirdas Gandhi are Independent Directors on the Board ofthe Company. All the above named Independent Directors have given their respective declarations under Section 149(6) ofthe Companies Act, 2013 and the Rules made thereunder. In the opinion ofthe Board, the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified in Section 149 ofthe Companies Act, 201 3 andthe Rules madethereunder.

STATUTORY AUDITOR AND AUDITORS''REPORT

M/s. G M. Kapadia & Co., Auditors of the Company, have carried out the Audit ofthe Company and have submitted Auditor''s Report attached with the Financial Statements ofthe Company accompanying this Report. The aforesaid report does not contain any qualification, reservation oradverse remarks which need explanation inthe Director''s Report. Further, the Auditors have not observed any fraud to be reported under Section 143(1 2) of The Companies Act, 201 3.

DETAILS IN RESPECTOF FRAUDS

The Auditors ofthe Company have not observed any fraud to be reported under Section 143(1 2) of The Companies Act, 201 3. SECRETARIALAUDIT& ITS REPORT

As required by section 204 of The Companies Act, 2013, M/s Adesh Tandon & Associates, Practicing Company Secretary of Kanpur was appointed as the Secretarial Auditor ofthe Company and he has carried out the Secretarial Audit ofthe Company

and has submitted his Report which is annexed to this report as ''Annexure-3''. The aforesaid report does not contain any qualification, reservation or adverse remarks which need explanation in the Director''s Report.

LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, guarantees and investments covered under sec.1 86 of the Companies Act, 201 3 form part of the financial statements accompanyingthis Report.

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 and the Company is regularly complying with all the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regu lations, 2015.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Reportthat also contains disclosures as per Section 134 and 1 77 of the Companies Act, 201 3 is attached and forms part ofthis Annual Report.

A certificate from the secretarial auditors of the Company regarding compliance with the conditions of Corporate Governance as required under SEBI (Listing Obligations & Disclosures Requirement) Regulations, 201 5 is part ofthis Annual Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 201 3 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5, the Nomination and Remuneration Committee has carried out an Annual performance evaluation of the Board of Directors as a

Whole, its own performance, its committees 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 HARASSMENTOF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) 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, Prohibition & Redressal) Act, 201 3.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment, if any. All employees (Permanent, Co ntractua I, Temporary, Trainees) are covered under this policy. There were no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

MANAGEMENT DISCUSSION &ANALYSIS REPORT

The information, as required under SEBI (Listing Obligations & Disclosures Requirements) Regu lations, 201 5 is as unde rial INDUSTRYSTRUCTURE AND DEVELOPMENTS

The global economy is currently facing headwinds due to slowdown in demand, rising interest rates, spillovers from the Russia-Ukraine conflict, and uncertainties in the financial system. Price pressures continueto remain elevated compared to their respective central bank targets, pushing the major Central banks to stay on the path of monetary policy tightening. Also,the recent streak of bank collapses has rattled the global financial system adding to economic uncertainties.

The ongoing Russia- Ukraine conflict presents the most challenging variable. Serious attempts to de-escalate have not yet been seen, and offensives and counter-offensives still persist which could have severe economic and strategic disruptions.

The uneven distribution of rainfall coupled with the increasing probability of El Nino can have a material impact on monsoon in India which further impact the rural consumer demand and also lead to rise food inflation. However, India''s macroeconomic scenario appears to be on a comfortable pedestal and despite the slowdown in the global economy and uncertainties in the financial system, the India economy has remained resilient and will continueto grow at a steady pace.

b) OPPORTUNITIES &THREATS

The world''s fifth largest economy is positioned to be among the fastest growing major economies despite multiple global headwinds. The growth momentum is building up with the strengthening of domestic demand conditions, policies favouring domestic manufacturing, strong public investment in infrastructure and smooth funding of the financing needs of business and households. Domestic demand revival, increasing capacity utilization in the manufacturing sector and easing input cost pressures are positives for the corporate sector. High-frequency economic indicators like GST collections, E-way bills,services PMI, retail creditgrowth pointto healthy consumption demand.

The infrastructure sector witnessed improvement in the credit ratio driven by a higher number of upgrades in the power and transport infrastructure segments. Commissioning of road and solar projects and improvement in collection efficiency in the power sector, robust toll revenue performance and refinancing at better interest rates were the prominent drivers which are beneficialforourReal Estate business.

However, the escalating geopolitical tensions raise serious concerns globally and the bank failures in the United States and Europe rise uncertainty about the global economic outlook. The businesses have to cope-up with the unprecedented sequence of events rapidly. The margins have been impacted due to volatile international market.

As the Company deals in international trade, it is exposed to foreign currency risks, but the risk is minimized to the great extent by natural hedging. The company also has an in-house treasury with well-defined hedging policy through which company monitors its currency exposure on continuous basis and employs various hedging tools like forward cover, options etc.

The company does have a comprehensive risk management system in place which includes internal controls which are commensurate to the size and nature of the inherent risks of company''s businesses. These Risk Management systems and processes enablethecompany in identifying and managingthe risksappropriately.

c) SEGMENT-WISE PERFORMANCE

In trading division company''s emphasis is on consolidation and diversification instead of expansion. The revenue of the Trading division during the year under review has been Rs, 31 034 Lacs as compared to Rs, 11 0170 Lacs during the previous year and that of the Real Estate etc., has been Rs. 840 Lacs as compared to Rs. 1 264 Lacs during the previous year. The profit before tax and interest from both the aforesaid division is at Rs. 805 Lacs and Rs -31 Lacs respectively as compared to previous yearfigures of Rs.2359 Lacs& Rs.914 Lacs respectively.

d) OUTLOOK:

The outlook for Indian macroeconomic and corporate performance remains positive, with stronger GDP growth and a notable moderation in inflation.This puts us in a favorable position compared to many struggling global economies facing low economic growth and high inflation.There was a broad-based improvement in growth across sectors. Services sector sustained momentum owing to growing travel demand as reflected in strong passengertraffic (both railways and airports) and PMI-Servicesdata.

A rebound in the manufacturing sector''s output and growth in construction supported growth, and your Company is also scaling up the activities slowly and cautiously, although with the stable government at the center and various policies and initiatives by the Govt,, we expect improvement in trading and real estate business in future.

The period of crisis and uncertainty in the markets is expected to take its own time and largely depends upon the various international factors to subside in due course, upon which your company will be able to tide over properly and shall also embark upon othertrade prospects including diversification.

e) RISKSANDCONCERNS:

These aspects have been mentioned underthe Heading "Opportunities andThreats".

f) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE COMPARED TO THE IMMEDIATE PREVIOUS FINANCIAL YEAR)

Sr. No.	Particulars	As at 31st March 2023	As at 31st March 2022	Variance %	Reasons
1	Current Ratio	5.53	5.38	2.85	Not Applicable
2	Debt-Equity Ratio	0.10	0.09	3.08	Not Applicable
3	Debt Service Coverage Ratio	0.13	0.07	89.09	Due to lower profitability in the current year and repayment of short term borrowings of the previous year
4	Return on Equity Ratio	0.16	0.54	(71.20)	The decrease is primarily on account of lower profits as compared to previous year
5	Inventory Turnover Ratio	64.07	365.58	(82.47)	Reduction is mainly on account of lowturnover
6.	Trade Receivable Turnover Ratio	1.67	1.60	3.99	Not Applicable
7.	Trade Payables Turnover Ratio	15.53	24.53	(36.68)	Decrease in volume of operations as well as increase in outstanding trade payables
8.	Net Capital Turnover Ratio	0.96	2.14	(55.05)	Reduction is mainly on account of lowturnover
9.	Operating Profit Margin	3.91	3.03	29.01	This is because of higher operating profit margin in compared to previous year
10.	Net Profit Ratio	0.51	0.47	8.61	Not Applicable
11.	Return on Capital Employed	0.74	3.15	(76.45)	Reduction is mainly on account of lower EBIT
12(a).	Return on Investment (Fixed Deposits)	4.28	3.50	22.13	Not Applicable
12(b)	Return on Investment (Mutual Funds)	0.79	2.25	(64.93)	Decrease is mainly due to reduction in current investment in mutual funds as compared to the previous year
12(c)	Return on Investment (Quoted Shares)	(51.53)	38.46	(234.00)	Decrease is mainly due to higherfair value loss as compared to previous year.

INTERNALFINANCIALCONTROLSYSTEMSANDTHEIR ADEQUACY

The Company has in place adequate internal financial control systems & other 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 to ensure proper recording of financial & operational information and compliance of various statutory compliances.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE

These discussions have been enumerated underthe headings "Financial Performance", "2023 in Retrospect" & "Segment wise Performance" ofthis Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIALRELATIONS FRONT

Human Resource is the most important element of any 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 sufficient 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 31 st March, 2023 the Company had 44 employees on its roll.

RISK MANAGEMENT

The Company has in place a Risk Managementframeworkto identify, Evaluate & Monitor Business Risks & Challenges acrossthe Company.The Company has developed and implemented a Risk Management Policyforthe Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required underSection 1 34(3)(m) ofthe Companies Act, 201 3 read with Rule 8(3) ofThe Companies (Accounts) Rules, 201 4is as under:-

[A] CONSERVATION OF ENERGY

a. Energy Conservation Measures taken: -The Company has taken all measuresforconservation of energy mosteconomically.

b. The steps taken by the Company for utilizing alternate source of energy:-The Company has installed 290KVAGrid Solar Roof Top Power Plant

c. The capital Investments on energy conservation equipments: - Rs.1.46 Crores.

[B] TECHNOLOGYABSORPTION

Sincethereis no manufacturing activityintheCompanyhencetheinformation prescribed underthis heading is not applicableto the Company.

[C] FOREIGN EXCHANGE EARNINGS ANDOUTGO

		(Amount in Lacs)
		CURRENTYEAR	PREVIOUS YEAR
a)	Earning in Foreign Exchange	NIL	65923
b)	Expenditure in Foreign Currency	27528	83756

INDUSTRIAL RELATIONS

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES

The information as specified in Sec.1 97(1 2) ofthe 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-4''tothis Report. Further,the information required underSec.1 97 (12) ofthe Companies Act, 201 3 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended form part ofthis Report. However as per Section 1 36 of The Companies Act, 201 3 the Annual report and Accounts are being sentto the members excluding the statement containing the names and other details of top ten employees in terms of remuneration drawn as required u/s 1 97 (1 2) ofthe Act read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. Howeverthe aforesaid statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may writetothe Company Secretary.

ANNUAL RETURN & ITS WEB LINK

The Annual Return of the Company for the year ended 31st March, 2023 has been placed on the Company''s web-sitehttp://www.kothariproducts.in. The address of web link for a fore said Annual Return (MGT-7) is https://www.kothariproducts.in/downloads/KPLMGT-7-2023.pdf

PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 1 88(1) ofthe Companies Act, 201 3 have been enclosed withthe reportinthe prescribed format AOC-2 as''Annexure-5''.

SECRETARIALAUDIT& ITS REPORTOFMATERIALSUBSIDARY-M/S KPLEXPORTS LIMITED

M/s KPL Exports Limited is the only Material Unlisted Subsidiary of the company as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 201 5. The Secretarial Audit ofthe aforesaid Subsidiary has been carried out by Mrs. Niyati Kedia, Practicing Company Secretary of Kanpur and she has submitted her report on the same which is annexed to this report as ''Annexure- 6''.

SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS ORCOURTS ORTRIBUNALS

There are no significant, material orders passed by the regulators or courts ortribunals which would impactthe going concern status ofthe Company and its future operations.

CASH FLOWSTATEMENT

In conformity with the Regulation 34 (2) (c) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 201 5, the Cash Flow Statement for the year ended 31 st March, 2023 is forming part of this Annual Report.

MATERIALCHANGES& COMMITMENTS AFFECTING FINANCIALPOSITION OFTHE COMPANY OCCURING AFTER BALANCE SHEET DATE

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

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

COM PLIANCE WITH SECRETARIAL STANDARDS

The applicable secretarial standards issued under section 11 8 ofthe Companies Act, 201 3, have been complied with.

DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ATTHETIME OF ONETIME SETTLEMENT ETC.

The Company has not done any one time settlement from any bank or financial institutions. Hence the requirement to disclose details of difference between amount ofthe valuation done atthe time of one time settlement and the valuation done while taking loan from the banks or financial institutions are not applicable.

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 bythe employees.

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

---

Mar 31, 2018

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 34th Annual Report and Audited Accounts for the financial year ended 31st March, 2018. The report also includes the Management discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY’S AFFAIRS:

(Amount in Rs. Lacs)

	FINANCIAL YEAR	FINANCIAL YEAR
	ENDED 31.03.2018	ENDED 31.03.2017
Net Sales:	416166	419185
Other Income	8071	18844
Profit before Depreciation & Taxation	5250	9709
Less : Depreciation	200	159
Provision for Taxation:
-Current Tax	1268	2660
-Deferred Tax	-621	492
-Tax Adjustments for earlier years	-11	-53
Profit after Tax	4414	6451
Add : Balance of Profit brought forward from previous year	44195	39466
Profit available for appropriation	48609	45917
APPROPRIATIONS
Transfer to General Reserve	441	645
Prior Period items	145	0
Proposed Dividend	*448	895
Additional Tax on Proposed Dividend	*92	182
Balance of Profit carried forward	47483	44195
	48609	45917

* These amounts have not been provided in the Balance Sheet as the proposed dividend is subject to the approval by the members in the ensuing Annual General Meeting.

2018 IN RETROSPECT

Your Directors are to report that the Company’s sales turnover during the year under review has very marginally decreased to Rs. 416166 Lacs from Rs. 419185 Lacs during the previous financial year registering a marginal decrease of 0.72%. The Profit before depreciation & tax during the year has however substantially decreased to Rs. 5250 Lacs as against Rs. 9709 Lacs in the previous year resulting in a decrease of 45.93%. The same is primarily due to decrease in other income. The Profit after Tax has also decreased similarly to Rs. 4414 Lacs as against Rs. 6451 Lacs of the previous year resulting in a decrease of 31.58%.

INTERNATIONAL BUSINESS:

The Company’s export during the year under review has increased to Rs. 362009 Lacs as compared to Rs. 315753 Lacs during the previous year resulting in increase of 14.65%.

DIVIDEND RECOMMENDED

Your Directors have recommended a dividend of 15% (Rs. 1.50/- Per Equity Share of Rs. 10/- each) subject to the approval of shareowners in the ensuing Annual General Meeting.

CHANGES IN SHARE CAPITAL

During the year under review there were no changes in the Share Capital of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, ESOS ETC During the year the Company has not issued any shares with differential rights, sweat equity, ESOS etc.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review there was no change in the nature of business of the Company.

SUBSIDIARIES AND ASSOCIATES

The Company has as on 31st March, 2018 Seven subsidiaries namely MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd. & Adyashakti Realtors 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.), Blackplinth Realtors Pvt. Ltd. & Savitrimata Realtors Private Limited as its Subsidiary Companies. During the year under review M/s Adyashakti Realtors Pvt. Ltd. has become the subsidiary of the Company w.e.f. 21st March, 2018. Further, the Company also has as on 31st March, 2018, Seven Associate Companies as mentioned in the notes of the Standalone Financial Statements of the 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 Financial Statements which form part of this Annual Report. The statement reflects the performance and financial position of each of the subsidiaries, as required by Rule 8 (1) of the Companies (Accounts) Rules, 2014. 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 Registered office of the holding company and of the subsidiary companies concerned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Poonam Acharya, a Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. There is no change in the Key Managerial Personnel during the year.

NUMBER OF THE BOARD MEETINGS

The Company held Seven Board Meetings during the year 2017-18 the details of aforesaid meetings are given in the Corporate Governance Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the financial year 2017-18 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, 2018, the applicable accounting standards have been followed;

(ii) that the Directors 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 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.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 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 SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, 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.

7. Policy determining materiality of events/information.

8. Policy on code of Practices and Procedures for fair disclosure of Insider Trading.

9. Policy on Code of Business conduct & ethics.

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. However as required by section 178 of the Companies Act, 2013, the Remuneration Policy developed by the Company is attached herewith as “Annexure-2”.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of The Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”), all unpaid or unclaimed dividends remaining unpaid/unclaimed for a period of Seven years from the date of their transfers are required to be transferred by the Company to the IEPF established by the Government of India. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends upto the Financial Year 2009-10 of Rs. 41,980/- to the aforesaid fund. Further, 4198 corresponding shares were transferred as per the requirements of the IEPF Rules to the aforesaid Demat Account of the IEPF Authority. The details of the aforesaid are available under the heads “Investor Section” on the website of the Company at www.kothariproducts. in. It may be noted that unclaimed dividend for the Financial Year 2010-11 will be transferred by the Company to the aforesaid fund and their respective Shares will be transferred to the aforesaid Demat Account of the IEPF Authority by 26th October, 2018.

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.

STATUTORY AUDITOR AND AUDITORS’ REPORT

M/s Rajiv Mehrotra & Associates, Auditors of the Company have carried out the Audit of the Company and have submitted Auditor’s Report attached with the Financial statements of the Company forming part of this Annual Report. The aforesaid report does not contain any qualification, reservation or adverse remarks which need explanation in the Director’s report. Further, the Auditors have not reported any fraud under Section 143(12) of The Companies Act, 2013.

SECRETARIAL AUDIT & ITS REPORT

As required by section 204 of The Companies Act, 2013, 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-3’. The aforesaid Report contains two observations regarding non spending of CSR expenditure and non filing of Form No. IEPF-6. The reasons for non spending of CSR expenditure are mentioned in this report’s “Annexure-1” and the observation regarding Form IEPF-6 is self-explanatory.

LOANS, GUARANTEES OR INVESTMENTS

The details of the 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 LISTING & 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report that also contains disclosures as per 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 SEBI (Listing Obligations & Disclosures Requirement) Regulations, 2015 is part of this Annual Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual performance evaluation of its own performance, its committees 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, if any. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy.

There were no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

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

The information required under Section 134(3)(M) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 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) The steps taken by the Company for utilizing alternate source of energy:- As the Company does not have any manufacturing facility no such steps have been taken by the Company.

c) The capital Investments on energy conservation equipments: - As the Company does not have any manufacturing facility no such investment has been made by the Company

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the information prescribed under this heading is not applicable to the Company.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :

INDUSTRIAL RELATIONS:

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES:

The information 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-4’ to this Report. Further, the information required under 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 form part of this Report. However as per Section 136 of The Companies Act, 2013 the Annual report and Accounts are being sent to the members excluding the statement containing the names and other details of top ten employees in terms of remuneration drawn as required u/s 197 (12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. However the aforesaid statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 Regulation 34(2)(c) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015, the Cash Flow Statement for the year ended 31st March, 2018 is forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate Internal Financial Control Systems & other 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 to ensure proper recording of financial & operational information & compliance of various statutory compliances.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURING AFTER BALANCE SHEET DATE

There have been no material changes and commitments which have occurred 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 : 26th May, 2018 Chairman & Managing Director Executive Director

---

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

---

Mar 31, 2010

The Board of Directors of your Company presents herewith its 26th Annual Report and Audited Accounts for the financial year ended 31st March, 2010. 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

31.03.2010 31.03.2009

Net Sales : 34872 9654

Other Income 8307 1561

Profit before Depreciation & Taxation 8280 1271

Less : Depreciation 121 160

Provision for Taxation :

-Current Tax 1450 165

-Deferred Tax 24 10

-Tax Adjustments for earlier years 1 (-) 238

Profit after Tax 6684 1174

Add : Balance of Profit brought forward

from previous year 16333 16065

Profit available for appropriation 23018 17239

APPROPRIATIONS

Transfer to General Reserve 668 130

Proposed Dividend 1327 663

Additional Tax on Proposed Dividend 220 113

Balance of Profit carried forward 20803 16333

23018 17239

2010 IN RETROSPECT :

Your Directors are to report that the Companys sales turnover during the year under review has been Rs.34872 Lacs as against Rs.9654 Lacs during the previous financial year. The Profit before tax during the year has zoomed to Rs.8280 Lacs as against Rs.1271 Lacs in the previous year. The Profit after Tax has also similarly zoomed to Rs.6684 Lacs as against Rs.1174 Lacs in the previous year.

INTERNATIONAL BUSINESS :

The Companys exports during the year under review has increased to Rs.23262 Lacs as compared to Rs.5367 Lacs during the previous year.

DIVIDEND RECOMMENDED :

Your Directors recommend a dividend of 200% (Rs.20/- per Equity share of Rs.10/- each) for the financial year ended 31st March, 2010 subject to approval of Shareowners in ensuing Annual General Meeting, absorbing Rs.1547 Lacs (Approx) including additional tax on dividend. The aforesaid Dividend is tax free in the hands of the Shareowners.

SUBSIDIARIES :

The Company has six 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. as its subsidiary Company. In accordance with section 212 of the Companies Act, 1956, the detailed accounts and the Directors Reports of the aforesaid subsidiary companies form part of this annual report.

DIRECTORS :

Sri Vikas Chaturvedi, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Further, Sri M.M. Kothari, Chairman has resigned w.e.f. 30th January, 2010 owing to his poor health and Sri Deepak Kothari, Managing Director of the Company has been re-designated as Chairman & Managing Director from the aforesaid date.

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 CODE:

The report on the Corporate Governance Code 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 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 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. MANAGEMENT DISCUSSION & ANALYSIS REPORT :

The information, as required under clause 49 of the Listing Agreement, is as under :- a) INDUSTRY STRUCTURE AND DEVELOPMENTS :

The Company has focused on seizing the business opportunities in the most buoyant and vibrant sectors of the economy such as International Trade and Real Estate. The Company has emerged as a strong market player in the aforesaid sectors & also the revenue in the said sectors has increased substantially this year. Both the above sectors have proved very profitable for the Company.

b) OPPORTUNITIES & THREATS/RISKS & CONCERNS :

The opportunities for the International Trade & Real Estate Industries are immense. Thus the future of the Company appears to be bright. However, the Industry may face the risk of facing a ban on the import/export of any item by the Central/State Governments.

c) FINANCIAL PERFORMANCE :

The Companys sales have increased to Rs.34872 Lacs during the period under review as against Rs.9654 Lacs during the previous financial year. The profit before tax during the year has similarly risen to Rs.8280 Lacs as against Rs.1271 Lacs in the previous year. The profit after tax has similarly increased to Rs.6684 Lacs as against Rs.1174 Lacs during the previous financial year. Profitability of the Company has zoomed mainly due to International Trade & Real Estate activities. The segmentwise financial performance of the Company has been mentioned in the Notes on Accounts being part of this Annual Report.

d) OUTLOOK :

In view of the aforesaid business ventures, the outlook of the company seems to be very bright.

e) 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.

f) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT :

These aspects have been covered in detail in the CMD Message to the shareowners in the beginning of this Annual Report. As on 31st March, 2010 the Company had 48 employees.

AUDITORS AND AUDITORS REPORT :

M/s Mehrotra & Mehrotra, Auditors retiring at the ensuing Annual General Meeting having furnished the requisite certificate under section 224(1B) of The Companies Act, 1956, are eligible for re-appointment.

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. These measures have led to consumption of energy more economically.

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; } The Companys trading items are being initiatives taken to increase } exported directly as well as through Merchant exports; Development of new export } Exporters to Singapore & China. The Company is markets for Trading Items and Export Plans } making continuous & vigorous efforts to increase

} its exports to the existing and new export markets.

(RS. IN LACS)

CURRENT YEAR PREVIOUS YEAR

(b) Earnings in Foreign Exchange 23262 5367

(c) Expenditure in Foreign Currency 6 5

(d) Imports of goods for Trading 21593 2570

(e) Purchase of Fixed Assets 0 78

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 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 : 29th May, 2010 Chairman & Managing Director Executive Director