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Kothari Fermentation & Biochem Ltd.

BSE: 507474 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE991B01010
BSE 00:00 | 01 Jul 59.65 -1.15
(-1.89%)
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60.90

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60.90

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NSE 05:30 | 01 Jan Kothari Fermentation & Biochem Ltd
OPEN 60.90
PREVIOUS CLOSE 60.80
VOLUME 1873
52-Week high 94.35
52-Week low 53.70
P/E 298.25
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.90
CLOSE 60.80
VOLUME 1873
52-Week high 94.35
52-Week low 53.70
P/E 298.25
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kothari Fermentation & Biochem Ltd. (KOTHARIFERMENT) - Director Report

Company director report

TO THE MEMBERS

Your directors are pleased to present the 31st Annual Report together withthe Audited Accounts for the year ended on 31st March 2021:

1. FINANCIAL RESULTS

(Rs. In lacs)

2020-2021 2019-20
Turnover 9555.33 9674.13
Profit before Finance Charges & Depreciation (PBDIT) 1448.78 1766.13
Finance Charges 354.73 234.16
Depreciation 515.85 443.32
Profit before Tax(PBT) 578.20 1088.65
Taxes:
Current Tax 95.40 187.88
Deferred Tax 2.25 133.78
Net Profit/ (Loss) after Tax (PAT) 480.54 766.99

2. BUSINESS OPERATIONS

During the year under review your company achieved production of 17095 MT as comparedto 17583 MT in previous year. The turnover of the company was Rs. 9555.33 Lakhs during theyear 2020-21 and Rs. 9674.13 Lakhs during previous year. .The profitability of the companyis Rs. 480.54 Lakhs during the year 2020-21. The production and turnover during 2020-21was lower due to COVID impact.

The operational performance during the year and the future outlook of the Company hasbeen comprehensively covered in the Management Discussion and Analysis Report which isprovided as a separate section in the Annual Report.

3. DIVIDEND

Your Directors have decided to plough back the earnings in the growth of business andhas decided not to recommend any Dividend for the year.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and pursuant to Section152(6) the directors excluding the Independent Directors being Executive Directors arenow made liable to retire by rotation at every Annual General Meeting. Thus Mrs. KavitaDevi Kothari (DIN: 00120415) Whole Time Director of the Company retire by rotation on theforthcoming AGM and being eligible offers herself for reappointment. Though suchdetermination of office by retirement and then reappointment would not constitute a breakin his tenure of service as the Whole Time Director of the Company.

Brief resume of Mrs. Kavita Devi Kothari nature of her expertise in specificfunctional areas and the name of the public companies in which she holds the Directorshipas stipulated under SEBI (LODR) Regulations is given in the notice convening the AnnualGeneral Meeting. The Board recommends her appointment as such.

The Independent Directors have submitted their declaration that they fulfill therequirements as stipulated in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as applicable.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Board and its committees the Boardis of the opinion that the company s internal financial controls were adequate andeffective during the financial year 2020-21.

Pursuant to Sec.134 (5) of the Companies Act 2013 the directors to the best of theirknowledge and ability hereby report: i. that in the preparation of the annual accountsthe applicable accounting standards have been followed along with proper explanationrelating to material departures; ii. that the directors have selected accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year 2020-21 and of the profit of the company for the year; iii. thatthe directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; iv. that the directors have prepared the annual accounts on a goingconcern basis; v. that the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; vi. that the directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

6. CREDIT RATING

Your company s domestic credit rating is BBB/Stable for long term debt facilities andan A3 for the short term debt facilities assigned by Acuite Ratings Limited.

Also your company s domestic credit rating by CRISIL is BBB-/Positive for long termdebt facilities and an A3 for the short term debt facilities.

7. CERTIFICATIONS

Your company has been certified as ISO 9001:2015 on 09.07.2018 for its qualitymanagement systems employed at every level of the organization.

8. AUDITORS AND AUDITOR'S REPORT A) Statutory Auditors

In terms of the provisions of the section 139 of the Companies Act 2013 theshareholders have appointed M/s Kothari Kuldeep and Co. Chartered Accountants asStatutory Auditor of the Company for a term of five years from the conclusion of 27thAnnual General Meeting till the conclusion of 32nd Annual General Meeting ofthe Company to be held in the year 2022.

The notes on accounts are self-explanatory with regards to auditors observations. Therewas no qualification reservation or adverse remark made by the Auditors for the yearunder review.

B) Secretarial Auditors and Secretarial Standards

The Board had appointed M/s V.K. Sharma & Company Practising Company Secretariesas Secretarial Auditor to conduct the secretarial audit of the company for the financialyear 2020-21 pursuant to the provisions of Section 204 of the Companies Act 2013. TheReport of the Secretarial Auditor forms part of the Board's Report as Annexure 'A'."In respect of observations made by the Secretarial Auditors in their Report it ismentioned that: The company is exploring the possibilities of listing of the remaining3000000 equity shares out of the application made by the company for listing of 89.05 lacsequity shares in the year 2008-09 and 2009-10 at BSE.

The Company had applied for delisting of its shares from Calcutta Stock Exchange andcompleted all formalities in June 2000. However the delisting permission is still awaited.

The Company has appointed Mr. Siddhant Kothari as Whole time Director of the Company on29.08.2020.

The Company had filed the Financial Results within the prescribed time limit but dueto clerical mistake the Audit Report was left to be scanned. The Company has again filedFinancial Results with complete Audit Report on 05.08.2020. The Company has uploaded thedisclosure under regulation 23(9) with in prescribed time limit but due to some technicalerror the same was not got uploaded and after considering the fact the company has suomoto again filed the same. The Board at its meeting held on 24.07.2021 reappointed M/sV.K. Sharma & Company Practising Company Secretaries as Secretarial Auditor for FY2021-22.

During the Year the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

9. CORPORATE GOVERNANCE

The Company is complying with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as applicable with regard to Corporate Governance and reports to thateffect are being regularly filed with the Stock Exchanges. A report on CorporateGovernance practices and the Certificate from the Auditors on compliance of the mandatoryrequirements thereof are made a part of the Annual report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act your Company hasconstituted a Corporate Social Responsibility Committee. The composition and terms ofreference of the Corporate Social Responsibility Committee are provided in the CorporateGovernance Report.

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Company s website. The Company has identified five focus areas ofengagement which are as under: Capacity building skill development training andemployment generation.

Promotion of education art culture and sports.

Promoting health care including preventive health care and Sanitation EnvironmentalSustainability Eradicating Hunger & Poverty

The Company would also undertake other need-based initiatives in compliance withSchedule VII to the Act. During the Year the Company has spent Rs.24.09 Lakhs on CSRactivities. The financial data pertaining to the Company s CSR activities for thefinancial year 2020-21 is attached in the prescribed format in Annexure-B to the Board sReport.

11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management s Discussion and Analysis Report for the Year under review asstipulated under regulation 34(2)(e) of Listing Regulations is presented in a separatesection forming part of the Annual Report.

12. VIGIL MECHANISM

A comprehensive Vigil mechanism/Whistle Blower Policy has already been adopted by theCompany which provides adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of employees.The policy as approved by the Board is uploaded on the Company s website athttp://www.kothariyeast.in/financial/ Whistle%20Blower%20Policy%20_KFBL.pdf

13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND

REDRESSAL) ACT 2013

The company has a policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 .

The Company has complied with provisions relating to the constitution of internalcomplaints committee under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal ) Act 2013. NIL Complaints were filed during the Financial year2020-2021.

14. RISK MANAGEMENT POLICY OF THE COMPANY

Your company has adopted a Risk management policy to identify and categorize variousrisks implement measures to minimize impact of these risks where it is deemed necessaryand possible and a process to monitor them on a regular basis.

15. REMUNERATION POLICY AND BOARD EVALUATION

The Board has adopted a Remuneration Policy as recommended by the Nomination &Remuneration Committee. It provides the criteria for determining Qualifications PositiveAttributes & Independence of the Directors defining the criteria of the remunerationof the KMP s and Senior managerial personnel along with their roles and responsibilities.The aim is to ensure that the company attracts and retains competent people.

The Board has carried out an Annual Performance Evaluation of its own performance andthe Directors individually. The Disclosures relating to the same are provided in theCorporate Governance Report.

16. DISCLOSURES

a) Number of Board & Committee Meetings:

During the year under review Six Board meetings Four Audit Committee meetings FourStakeholders Relationship Committee meetings One Nomination & Remuneration Committeemeeting and One Corporate Social Responsibility Committee meetings were convened and held.Further details are mentioned in Corporate Governance Report. Pursuant to clause VII (1)of Schedule IV of the Companies Act 2013 the Independent Directors had a separatemeeting on 02.03.2021.

b) Deposits – The Company has not accepted any deposit from public during the yearunder review.

c) Share Capital - There was no change in the Company s share capital during the yearunder review.

d) Audit Committee – The Company has duly constituted an Audit Committee whosedetailed composition and powers are provided in the Corporate Governance Report. Therewere no recommendations of the Audit Committee which have not been accepted by the Boardduring the financial year.

e) Extract Of Annual Return - Pursuant to Sections 92 & 134(3) of the Act and Rule12 of the Companies (Management and Administration) Rules 2014 the extract of AnnualReturn in Form MGT-9 in Annexure-C is available on the company s website athttp://www.kothariyeast.in/financial/annual_report/MGT-9%202020-21.pdf

f) Disclosure pertaining to Managerial Remuneration - Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided as per Annexure ‘D'.

The information required pursuant to section 197 read with rule 5(2) & (3) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees will be provided upon request.

g) Related Party Transactions – There were no materially significant transactionswith the related parties during the financial year that may have potential conflict withinterest of the Company at large. Disclosures relating to the same are provided separatelyin the Corporate Governance Report.

h) Particulars of Loans Guarantees or Investments under Section 186 – Details ofLoans Guarantees or Investments under Section 186 of the Companies Act 2013 are given inthe accompanying Financial Statements.

i) Cost Account and Records- Maintenance of cost records as specified by the centralgovernment under sub section (1) of section 148 of the Companies Act 2013 is notapplicable to Company and accordingly such accounts and records are not prepared. Howeverthe cost records for internal control and Strategic Management purposes are prepared bythe Company.

j) Prevention of Sexual Harassment – The Company has complied with provisionsrelating to the constitution of internal complaints committee under the Sexual Harassmentof Women at workplace (Prevention Prohibition and Redressal ) Act 2013.

k) Significant and Material Orders Passed by the Regulators or Courts No significant ormaterial orders were passed by the Regulators or Courts or Tribunals during the year whichimpact the going concern status and Company s operation in future.

l) Internal Financial Controls - The Company has in place adequate internal financialcontrols with reference to financial statements. During the Year such controls weretested and no reportable material weakness in the design or operation was observed.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure‘E' and is attached to this report.

ACKNOWLEDGEMENTS

Your Board of Directors is thankful to all the Shareholders for their constant faithreposed in the company. They also placed on record their sincere appreciation for thewholehearted devotion and co-operation extended by the employees at all levels which hasbeen a source of strength to the company.

The Directors also wish to thank and deeply acknowledge the continued support guidanceand co-operation of the Customers Auditors Legal Advisers consultants Bankers (KotakMahindra Bank Limited as the main Banker) Dealers Vendors and other stakeholders of theCompany.

For and on behalf of the Board
Place: New Delhi Pramod Kumar Kothari
Date: 31st August 2021 Chairman & Managing Director

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