Directors Report of Kothari World Finance Ltd.

Mar 31, 2018

DIRECTORS'' REPORT The Members of KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

The Directors have pleasure in presenting the 33^rd Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL SUMMARY OF THE COMPANY:_

	2017-18	2016-17
Total Income	398.54	293.58
Profit before depreciation	281.83	254.36
Less: Depreciation	28.45	(19.74)
Profit before Tax	253.38	234.62
Provision for Taxation:	53.88	56.83 38.26 5.17
- Current T ax
- Deferred Tax Liability / (Asset) - Add: Excess/(Short) Provision	-
Profit after tax	199.50	134.36
Profit brought forward from Previous Years	460.10	352.61
Less: Transfer to Statutory Reserve	39.90	26.87
Less: Depreciation adjustment for previous year	0.00	0.00
Less: Contingent Provisions against Standard Assets	0.03	0.00

REVIEW OF OPERATIONS/PERFORMANCE:

During the financial year under review, the Company has earned total income of Rs.398.54 Lacs as compared to Rs.293.58 Lacs for the previous year. Profit after Tax stood at Rs. 199.50 Lacs as compared to Rs.134.36 Lacs for the previous year.

DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended. TRANSFER TO RESERVES

Company does not propose to transfer any amount to the General Reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTY DISCLOSURES”:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on “related party disclosures” are enclosed as a part of this report.

HOLDING, SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

- There are no subsidiary Companies of Kothari World Finance Limited

- Your Company has the following Company as its Associate Companies at the year end. Statement containing salient features of the financial statement of the following Associate Companies are made in Form AOC-1 as (Part "B": associates) and attached to this report as Annexure -D

Sr. No.	Name of the Company	Joint Venture/ Associate	No. of shares held in%
1.	International Health Care Products Limited (CIN: U70200MH1985PLC036438)	Associate	26.11

Atamdeep Engineers Private Limited ceases to be an associate Company of Kothari World Finance Limited consequent to merger of the same with Gold coin Engineers Private Limited as per Scheme of Merger by order of Regional Director dated 12.03.2018 under section 233 of the companies act, 2013.

- Your Company does not have any Joint Venture Company at the year end.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is included as a part of this report.

The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System (corp. filing). Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange (BSE). The scrip code number of the Equity shares of the Company on BSE is 511138. The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to Bombay Stock Exchange where the Company’s Shares are listed.

DEMATERIALIZATION:

As per SEBI Circular dated 5^th July 2018, SEBI has mandated that transfer of securities would be carried out in Dematerialized form only. Listed companies and their Registrars and Transfer Agents (RTA) with effect from 5^th December,2018 shall ensure that shares which are lodged for transfer shall be in Dematerialized form only.

The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

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

99.92% of the company’s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2018 and balance 0.08% is in physical form. The Company’s Registrars are Sharex Dynamic (India) Private Limited Situated at Unit - 1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road., Andheri (E), Mumbai - 400 072.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31^st March, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective internal control and risk - mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/S. DMS & CO, CHARTERED ACCOUNTANTS, (FIRM REGISTRATION NO: 001169C) Chartered Accountant. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is presently not applicable to your company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: (A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your Directors have nothing to report regarding conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil).

STATE OF AFFAIRS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013:

There are no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(i)Changes in Directors & Key Managerial Personnel (KMP):

There was no change in Directors. In accordance with the provisions of the Companies Act, 2013 Mrs. Varsha Jadhav (Formerly known as Ms. Varsha Tambe) resigned as CFO of the Company with effect from February 6, 2018. Further as per provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Ms. Ekta Rajendra Rathod has been appointed as the Chief Financial Officer and Key Managerial Personnel (KMP) of the Company with effect from February 6, 2018.

(ii)Events occurred between the end of the financial year of the Company and date of this report:

As per provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Ms. Shefali Tanna was appointed as Company Secretary, Compliance officer and Key Managerial Personnel of the company with effect from 25 ^th May, 2018.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 25 of the Listing Regulations.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Section 134 of the Companies Act,2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI”) under Chapter II of SEBI LODR (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC”) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [C]” to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES: (i) Audit Committee:

The Board has constituted a well-qualified Audit Committee with majority of them being Independent Directors

including Chairperson. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.

Mrs. Atheva Mayekar, Independent Director acts as Chairperson to the Audit committee.

Sr. No.	Name of the Director	Designation in the Committee	Nature of Directorship
1.	Mrs. Atheva Mayekar	Chairperson	Non-Executive-Independent Director
2.	Mr. Nitesh Kothari	Member	Non-Executive Director
3.	Mr. Vivek Mhatre	Member	Non-Executive-Independent Director
4.	Mr. Jayesh Gandhi	Member	Non-Executive-Independent Director

(ii) Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee comprises the following:

Sr. No.	Name of the Director	Designation in the Committee	Nature of Directorship
1.	Mrs. Atheva Mayekar	Chairperson	Non-Executive-Independent Director
2.	Mr. Nitesh Kothari	Member	Non-Executive Director
3.	Mr. Vivek Mhatre	Member	Non-Executive-Independent Director
4.	Mr. Jayesh Gandhi	Member	Non-Executive-Independent Director

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of stakeholder’s relationship committee comprises of the following:

Sr. No.	Name of the Director	Designation in the Committee	Nature of Directorship
1.	Mr. Nitesh Kothari	Chairman	Non-Executive Director
2.	Mr. Manohar Mhatre	Member	Non-Executive Director

AUDITORS AND AUDITORS'' REPORT: STATUTORY AUDITORS/ AUDITORS'' REPORT:

M/S. JMK & Co., Chartered Accountants, Mumbai (Firm Registration No. 120459W), the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2018-2019. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

As required under Regulation 18 read with Part C of Schedule II of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/S. JMK & Co. Chartered Accountants Mumbai (Firm Registration No. 120459W), as Auditors of your Company for the financial year 2018- 19 from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 37^th AGM of the Company (subject to ratification of their appointment at every AGM).

The Auditors’ Report for the financial year 2017-18, does not contain any qualification, reservation or adverse remark. The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory.

SECRETARIAL AUDIT/SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as “Annexure - [B]” to this Report.

The Secretarial Audit Report contains a qualification, reservation or adverse remark regarding non-compliance of Section 203 of the Companies Act, 2013. The Auditor has mentioned in their report for the year 2017-18 about non-appointment of Company Secretary and Compliance officer as on 31^st March 2018 and non-compliance regarding publication under Regulation 47 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The Company clarified that Ms. Shefali T anna has been appointed as a Company Secretary and Compliance officer of the company as on 25^th May,2018.

INTERNAL AUDITORS:

In accordance with the provisions of the Companies Act, 2013 M/S. MEENA SHAH & ASSOCIATES (Firm Regn. No. 129719W) Chartered Accountants, Mumbai resigned as internal auditor of the Company with effect from 10^th November, 2017.

Further as per provisions of the Companies Act, 2013, M/S. DMS & CO., CHARTERED ACCOUNTANTS, (FIRM REGISTRATION NO. 001169C) Chartered Accountants, Mumbai appointed as the internal auditor of the company with effect from 10 ^th November, 2017.

WEB ADDRESS OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31^st March, 2018 ,Annexure - A to the Directors’ Report shall be also available at the Website of the Company under Extract of Annual Return and the web-link of the same is www.kothariworld.com under investor’s relations/ Extract of Annual Return.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:

Your Board of Directors has duly met Four (4) times during the financial year under review, i.e. on 26^th May, 2017, 18^th July, 2017, 10^th November, 2017 and 6^th February, 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee has duly met four (4) times during the financial year under review, i.e. on 26^th May, 2017, 18^th July, 2017, 10^th November, 2017 and 6^th February, 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Obligations and Disclosure Requirements Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

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

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kothariworld.com under investor’s relations /policies/Vigil Mechanism.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts, if any, are entered during the year as per Form AOC-2 is enclosed as Annexure-E. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kothariworld.com under investors relations /policies/Policy on Related Party Transaction.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.kothariworld.com under investor relations /policies/Code of Conduct for Board of Directors and Senior Management.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

RISK MANAGEMENT:

Pursuant to Section 134(3) (n) of the Companies Act, 2013, Company has formulated Risk Management Policy. As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company does not require to constitute a business risk management committee.

At present the company has not identified any element of risk which may threaten the existence of the company. SAFETY OF WOMEN AT WORK PLACE:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. During the year under review, no complaints were reported to the Board. This Policy considered and approved by the Board has been uploaded on the website of the Company at www.kothariworld.com under investor relations/policies/prevention of Sexual Harassment at workplace.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL DISCLOSURES: - DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ACKNOWLEDGMENT:

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

By Order of the Board

For KOTHARI WORLD FINANCE LIMITED

Sd/- Sd/- Sd/-

Nitesh Kothari Liza Kothari Shefali Tanna

Director Managing Director Company Secretary

(DIN: 00024195) (DIN: 01273272) (Membership No. 48841)

Place: Mumbai

Date: 7^th August,2018

---

Mar 31, 2016

The Members of KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

The Directors have pleasure in presenting the 31^st Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL SUMMARY OF THE COMPANY:_

	2015-16	2014-15
Total Income	343.14	333.80
Profit before depreciation	235.00	200.04
Less : Depreciation	52.97	72.02
Profit before Tax	182.03	128.02
Provision for Taxation:
- Current Tax	48.50	51.00
- Deferred Tax Liability / (Asset)		23.31
- Add: Excess/(Short) Provision		(0.016)
Profit after tax	133.53	100.35
Profit brought forward from Previous Years	245.79	165.93
Less: Transfer to Statutory Reserve	26.71	20.07
Less: Depreciation adjustment for previous year	0.00	0.42
Surplus carried forward	352.61	245.79

REVIEW OF OPERATIONS/PERFORMANCE:

During the financial year under review, the Company has earned total income of Rs.343.14 Lacs as compared to Rs 333.80 Lacs for the previous year. Profit after Tax stood at Rs.133.53 Lacs as compared to Rs 100.35 Lacs for the previous year.

DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended.

TRANSFER TO RESERVES

Company does not propose to transfer any amount to the General Reserves. But company has transferred an amount of Rs.26, 70,628/- to Statutory Reserves. An amount of Rs.1, 06, 82,512/- is proposed to be retained in the Statement of Profit and Loss Account.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTY DISCLOSURES:

As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on "related party disclosures are enclosed as a part of this report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

- There are no subsidiary Companies of Kothari World Finance Limited

- Your Company has the following Companies as its Associate Companies at the year end. Statement containing salient features of the financial statement of the following Associate Companies are made in Form AOC-1 as (Part "B": associates ) and attached to this report as Annexure -D

Sr. No.	Name of the Company	Joint Venture/ Associate	No. of shares held in%
1.	International Health Care Products Limited (CIN: U70200MH1985PLC036438)	Associate	26.11
2.	Atamdeep Engineers Private Limited (CIN: U29259GJ1988PTC011126)	Associate	21.13

- Your Company does not have any Joint Venture Company at the year end.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is included as a part of this report.

The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System (corpfiling). Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to Bombay Stock Exchange where the Company''s Shares are listed.

Further, the Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") on 2^nd September, 2015. The Listing Regulations were effective from 1^st December, 2015. Accordingly, all the listed entities were required to execute fresh listing agreement with Stock Exchanges where the shares of the Company were listed. The fresh agreement had to be executed within six months from the effective date. The Company entered into fresh Listing Agreement with BSE Limited (BSE)

DEMATERIALIZATION:

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

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

99.85% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 0.15% is in physical form. The Company''s Registrars are Sharex Dynamic (India) Private Limited Situated at Unit - 1, Luthra Indl. Premises, Safeed Pool, Andheri Kurla Road., Andheri (E), Mumbai - 400 072

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31^st March, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective internal control and risk - mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s A. R Shetty & Company (Firm Registration No.110087W) Chartered Accountant. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is presently not applicable to your company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings - Nil (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil).

STATE OF AFFAIRS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013:

There no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provision of Section 152(6)(a) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nitesh Kothari, Director (DIN: 00024195) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, himself for reappointment. Your Board recommends his re-appointment.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 25 of the Listing Regulations.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [C]" to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES: (i) Audit Committee:

The Board has constituted a well-qualified Audit Committee with majority of them being Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Ms. Meena Dalvi, Director acts as Chairperson to the Audit committee.

Sr. No.	Name of the Director	Designation in the Committee
1.	Ms. Meena Dalvi	Chairperson
2.	Ms Nina Ashar	Member
3.	Mr. Jayesh H Gandhi	Member
4.	Mr. Nitesh Kothari	Member

(ii) Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee comprises the following:

Sr. No.	Name of the Director	Designation in the Committee
1.	Ms. Meena Dalvi	Chairperson
2.	Ms Nina Ashar	Member
3.	Mr. Jayesh H Gandhi	Member
4.	Mr. Nitesh Kothari	Member

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of stakeholder''s relationship committee comprises of the following:

Sr. No.	Name of the Director	Designation in the Committee
1.	Mr. Nitesh Kothari	Chairman
2.	Mr. Manohar Mhatre	Member

AUDITORS AND AUDITORS'' REPORT: STATUTORY AUDITORS:

M/s. Shahade & Associates, Chartered Accountants, having (Registration number 109840W), Mumbai, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2016-2017. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

As required under Regulation 18 read with Part C of Schedule II of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/s. Shahade & Associates, Chartered Accountants, as Auditors of your Company for the financial year 2016- 17 till the conclusion of the next AGM. The Auditors'' Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

AUDITORS'' REPORT:

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

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report. The Secretarial Audit Report contains a qualification, reservation or adverse remark regarding non compliance of Section 203 of the Companies Act, 2013. The Auditor has mentioned in their report about non appointment of Company Secretary and noncompliance regarding publication under Regulation 47 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. The Company will put all efforts to appoint a Company Secretary at the earliest.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31^st March, 2016 is enclosed as Annexure - A to the Directors'' Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:

Your Board of Directors has duly met four (4) times during the financial year under review, i.e. on 20^th May 2015, 28^th July 2015, 30^th October 2015 and 1^st February 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee has duly met four (4) times during the financial year under review, i.e. on 20^th May 2015, 28^th July 2015, 30^th October 2015 and 1^st February 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Obligations and Disclosure Requirements Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

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

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kothariworld.com under investor''s relations /policies/Vigil Mechanism.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts, if any, are entered during the year as per Form AOC-2 is enclosed as Annexure-E. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kothariworld.com under investors relations /policies/Policy on Related Party Transaction.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.kothariworld.com under investor relations /policies/Code of Conduct for Board of Directors and Senior Management.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

RISK MANAGEMENT:

Pursuant to Section 134(3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

SAFETY OF WOMEN AT WORK PLACE:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. During the year under review, no complaints were reported to the Board. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kothariworld.com under investor relations/policies/prevention of Sexual Harassment at workplace.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL DISCLOSURES: - DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

- DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ACKNOWLEDGMENT:

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

By Order of the Board

For KOTHARI WORLD FINANCE LIMITED

Sd/- Sd/- Sd/-

Nitesh Kothari Liza Kothari Varsha Tambe

Director Managing Director Chief Financial Officer

(DIN: 00024195) (DIN: 01273272)

Place: Mumbai

Date: 8^th August, 2016

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Mar 31, 2014

THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

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

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

Total Income 174.72 107.22

Gross Operating Profit 128.65 61.35

Depreciation 39.76 15.59

Profit Before Tax 88.89 45.76

Provision for:

- Current Tax 27.09 15.35

- Deferred Tax (Asset) 12.18 0.04

- Earlier years'' tax 0.82 0.58

Profit After Tax 73.16 29.87

Transferredto statutory Reserve 14.63 5.97

Surplus available for appropriations 58.53 23.90

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

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 165.93 107.40

DIVIDEND

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

REVIEW OF OPERATIONS

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

FUTURE PROSPECTS

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

DIRECTORS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

FIXED DEPOSITS

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

AUDITORS

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

AUDITORS OBSERVATIONS

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

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

TAX PROVISIONS

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

LISTING

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

DEMATERIALIZATION

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

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

HUMAN RESOURCES

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

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

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

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

WHISTLE BLOWER POLICY

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

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

ACKNOWLEDGMENT

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

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

---

Mar 31, 2013

THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

Dear Shareholders,

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

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

Particulars Rs. In lacs Rs. In lacs

Total Income 107.22 165.87

Gross Operating Profit 61.35 53.26

Depreciation 15.59 9.77

Profit Before Tax 45.76 43.49 Provision for:

Current Tax 15.35 13.58

- Deferred Tax (Asset) 0.04 3.01

Profit After Tax 29.87 32.92

Transferred to statutory Reserve 5.97 6.58

Surplus available for appropriations 23.90 26.34

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

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 107.40 83.50

DIVIDEND

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

REVIEW OF OPERATIONS

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

FUTURE PROSPECTS

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

TAX PROVISIONS

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

LISTING

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

DEMATERIALIZATION

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

HUMAN RESOURCES

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

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

AUDITORS OBSERVATIONS

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

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

FIXED DEPOSITS

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

DIRECTORS

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

AUDITORS

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

ACKNOWLEDGMENT

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

FOR: AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/-

DATE : 29th July 2013 MRS. LIZA KOTHARI

PLACE: MUMBAI MANAGING DIRECTOR

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Mar 31, 2012

TO THE MEMBERS OF KOTHARI WORLD FINANCE LIMITED

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

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

Particulars Rs. In lakh Rs. In lakh

Total Income 165.87 50.64

Gross Operating Profit 53.26 0.22

Depreciation 9.77 2.10

Profit Before Tax 43.49 -1.88

Provision for:

- Current Tax 13.58 -3.20

- Deferred Tax (Asset) 3.01 0.57

Profit After Tax 32.92 -4.51

Transferred to statutory Reserve 6.58 --

Surplus available for appropriations 26.34 --

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

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 83.5 57.16

DIVIDEND

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

REVIEW OF OPERATIONS

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

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

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

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

FUTURE PROSPECTS

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

TAX PROVISIONS

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

LISTING

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

DEMATERIALIZATION

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

HUMAN RESOURCES

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

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

AUDITORS OBSERVATIONS

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS & EXPENDITURE

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

FIXED DEPOSITS

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

DIRECTORS

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

AUDITORS

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

ACKNOWLEDGMENT

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

FOR: AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/-

DATE : 16th AUGUST 2012 MRS. LIZA KOTHARI

PLACE: MUMBAI MANAGING DIRECTOR ANNEXURE TO DIRECTOR'S REPORT

---

Mar 31, 2009

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

(Rs. in lacs)

Details Year Ended Year Ended

31-03-2009 31-03-2008

Total Income 14.81 7.86

Gross Operating Profit 6.40 7.94

Depreciation 1.56 1.67

Profit Before Tax 4.84 (1.64)

Provision for :

Current Tax 1.20 -

Deferred Tax Liability - -

Fringe Benefit Tax - 0.03

Profit After Tax 3,64 (1.68)

Add/Less : Excess Provision/ Short Provision - -

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

Surplus available for appropriations - -

Proposed Dividend - -

Tax on Dividend - -

Balance carried forward 53.60 49.96

Dividend

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

Conservation of Energy and Technology Absorption

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

Foreign Exchange Earnings & Expenditure

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

Fixed Deposits

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

Directors

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

Your Directors recommend his re-appointment.

Auditors

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

Acknowledgment

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

For: and on behalf of the Board of Director

sd/-

Date : 20th August 2009 Shri. Nitesh Kothari

Place: Mumbai (Chairman & Director)