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Kothari Products Ltd.

BSE: 530299 Sector: Others
NSE: KOTHARIPRO ISIN Code: INE823A01017
BSE 00:00 | 28 Sep 99.30 1.50
(1.53%)
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100.00

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NSE 00:00 | 28 Sep 97.60 -0.65
(-0.66%)
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98.95

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OPEN 100.00
PREVIOUS CLOSE 97.80
VOLUME 537
52-Week high 137.40
52-Week low 55.10
P/E 827.50
Mkt Cap.(Rs cr) 296
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 100.00
CLOSE 97.80
VOLUME 537
52-Week high 137.40
52-Week low 55.10
P/E 827.50
Mkt Cap.(Rs cr) 296
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kothari Products Ltd. (KOTHARIPRO) - Director Report

Company director report

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 36thAnnual Report and Audited Accounts for the financial year ended 31st March2020. The report also includes the Management Discussion and Analysis Report in accordancewith the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS:-

(Amount in Rs. Lacs)
FINANCIAL YEAR ENDED FINANCIAL YEAR
31.03.2020 ENDED 31.03.2019
Net Sales: 238505 322987
Other Income 13271 6645
Profit before Depreciation & Taxation 5295 1900
Less : Depreciation 227 223
Provision for Taxation:
-Current Tax 661 0
-Deferred Tax 1002 -394
-Tax Adjustments for earlier years 2 35
Profit after Tax 3403 2036
Add : Balance of Profit brought forward from previous year 48081 47483
Profit available for appropriation 51484 49519
APPROPRIATIONS
Transfer to General Reserve 0 203
Prior Period items 0 876
Proposed Dividend 0 298
Additional Tax on Proposed Dividend 0 61
Balance of Profit carried forward 51484 48081
51484 49519

2020 IN RETROSPECT

Your Directors are to report that the Company's sales turnover duringthe year under review has decreased to Rs.238505 Lacs from Rs.322987 Lacs during theprevious financial year registering decrease of 26.16%. The Profit before depreciation& tax during the year has however substantially increased to Rs.5295 Lacs as againstRs.1900 Lacs in the previous year resulting in an increase of 178.68%. The same isprimarily due to increase in other income. The Profit after Tax has increased to Rs.3403Lacs as against Rs.2036 Lacs of the previous year resulting in an increase of 67.14%.

INTERNATIONAL BUSINESS:

The Company's export during the year under review has decreased toRs.222825 Lacs as compared to Rs.279704 Lacs during the previous year resulting indecrease of 20.34%.

DIVIDEND RECOMMENDED

To conserve the resources for future purpose the Board of Directors ofyour company does not recommend any dividend for the financial year 2019-20.

CHANGES IN SHARE CAPITAL

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

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY ESOSETC.

During the year the Company has not issued any shares with differentialrights sweat equity ESOS etc.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

COVID-19 IMPACT

Due to the Outbreak of Covid-19 declared a pandemic by the WHO thenationwide lockdown was imposed by Central & State Government to control the spread ofdisease. The Company is engaged in international trade and there has been a slowdown inthe global markets due to fall in demand resulting from fall in discretionary expenseseconomic activities stalling of projects disruption in transportation etc. Though thecompany could continue its trading activity during the lock down period there is fall inboth demand as well as supply side.

The company has substantial stake in real estate and commercial as wellas residential spaces independently as well as through its subsidiaries/associates.Whereas some projects got completely stalled during the lockdown period some were able torestart partially. Further the impact on rentals realisibility and valuations will alsobe visible only in the coming months and depends on how quickly the economic activitybounces back.

SUBSIDIARIES AND ASSOCIATES

The Company has as on 31st March 2020 six subsidiaries namely MKWeb-Tech Pvt. Ltd. KPL Exports Ltd. & Adyashakti Realtors Ltd. as its Wholly OwnedSubsidiary Companies and Kothari Products Singapore Pte. Ltd. Pinehills (Singapore) Pte.Ltd. (A wholly owned subsidiary of Kothari Products Singapore Pte. Ltd.) & SavitrimataRealtors Private Limited as its Subsidiary Companies. Further the Company also has as on31st March 2020 six associate Companies as mentioned in the notes of the FinancialStatements of the Company. Further during the year under review M/s Neelanchal Con-TechPrivate Limited an Associate Company ceased to be an Associate Company of the Company.

The prescribed salient features of the financial statements of theaforesaid subsidiary companies and associates Companies as per sub section 3 of section129 of the Act have been disclosed in a separate statement attached to the consolidatedFinancial Statements which form part of this Annual Report. The statement reflects theperformance and financial position of each of the subsidiaries and associates as requiredby Rule 8 (1) of the Companies (Accounts) Rules 2014. The Company hereby undertakes thatthe Annual Accounts of the subsidiary companies and their related detailed informationshall be made available to the shareowners of the holding and subsidiary companies seekingsuch information at any point of time and shall also be placed on the website of theholding Company. The Annual Accounts of the subsidiary companies shall also be kept forinspection by any shareowner at the Registered Office of the holding company and of thesubsidiary companies concerned.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

The highlights of performance of subsidiaries & associates duringthe year under review and their contribution to the overall performance of the Company arementioned in the form AOC-1 and Statement of Additional Informations as per schedule IIIto the Companies Act 2013 of the aforesaid subsidiaries & associates appended to theConsolidated Financial Statements accompanying this report.

AMALGAMATION OF ADYASHAKTI REALTORS LTD. WITH THE COMPANY

During the year under review the members of the Company have approvedthe draft Scheme of Amalgamation of its wholly owned subsidiary company i.e. M/sAdyashakti Realtors Limited with the Company in the Extra-Ordinary General Meeting ofmembers of the Company held on 12th February 2020. Further the Creditors of the Companyhave also given their written consent approving the aforesaid scheme. The Company hasfiled the aforesaid approved scheme of amalgamation with the concerned RegulatoryAuthorities and the approval from the aforesaid authorities is awaited. Once the approvalfor the aforesaid amalgamation is received from the regulatory authorities the financialsof the transferor company will be merged with the financials of the transferee Companyw.e.f. the appointed date of 1st April 2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Poonam Archarya Non-Executive Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

Further during the year under review Sri Pramod Kumar Tandon SriVikas Chaturvedi and Dr. Avinash Gupta were re-appointed as Independent Directors w.e.f.19th September 2019 for second terms of 5 years in the 35th Annual General Meeting of theCompany.

There is no change in the Key Managerial Personnel during the year.

NUMBER OF THE BOARD MEETINGS

The Company held Six Board Meetings during the year 2019-20 and thedetails of aforesaid meetings are given in the Corporate Governance Report.

FIXED DEPOSITS

The Company neither accepted any Fixed Deposits from the public northere is any outstanding amount of deposit during the financial year 2019-20 hence theparticulars relating to the aforesaid are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts for the year ended31st March 2020 the applicable accounting standards have been followed;

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

(iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

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

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

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

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Company hasconstituted following committees:-

1. Audit Committee.

2. Stakeholders Relationship Committee.

3. Nomination & Remuneration Committee.

4. Corporate Social Responsibility Committee.

5. Risk Management Committee.

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

ANNUAL REPORT ON CSR ACTIVITIES

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

POLICIES OF THE COMPANY

Pursuant to the provisions of the Companies Act 2013 and provisions ofSEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 the Company hasframed following Policies:-

1. Corporate Social Responsibility Policy.

2. Nomination & Remuneration policy.

3. Risk Management Policy.

4. Whistle Blower Policy/Vigil Mechanism.

5. Policy on Material Subsidiaries.

6. Policy on Related Party Transactions.

7. Policy determining materiality of events/information.

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

9. Policy on Code of Business conduct & ethics.

10. Policy on Preservation of Documents.

The details of the aforesaid policies are mentioned in the CorporateGovernance Report and copies of the aforesaid policies are placed on the website of theCompany. However as required by section 178 of the Companies Act 2013 the RemunerationPolicy developed by the Company is attached herewith as "Annexure-2".

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer & Refund) Rules 2016 all dividendsremaining unpaid/unclaimed for a period of 7 years from the date of their transfers arerequired to be transferred by the Company to the IEPF established by the Government ofIndia. Accordingly all unpaid or unclaimed dividends upto the Financial Year 2011-12 havealready been transferred and for the Financial Year 2012-13 will be transferred by theCompany by October 2020 to the aforesaid fund. Further as per the aforesaid provisionsall relevant shares corresponding to the aforesaid unpaid/unclaimed dividends have alsobeen transferred to the demat account of the IEPF authority as per the details mentionedbelow the details of the aforesaid shares are available under the heads "Investor'sSection" on the website of the company:-

Sl. No. Particulars No. of Shareholders No. of Share
1. Aggregate number of shareholders & the outstanding shares in the above Demat account lying at the beginning of the year i.e. on April 12019 57 6716
2. Number of shareholders who approached issuer for transfer of shares from above Demat account during the year Nil Nil
3. Number of shareholders whose shares transferred from above Demat account during 2019-20 Nil Nil
4. No. of shareholders whose shares transferred to the above demat account during 2019-20 13 1639
5. Aggregate number of shareholders and outstanding shares in the above demat account lying at the end of the year as on March 31 2020 70 8355

Voting rights on the equity shares lying in the above demat accountshall remain frozen until the rightful owner of such equity shares claims these equityshares.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Pramod Kumar Tandon Sri Vikas Chaturvedi and Dr. Avinash Gupta areIndependent Directors on the Board of the Company. All the above named IndependentDirectors have given their respective declarations under Section 149(6) of the CompaniesAct 2013 and the Rules made thereunder. In the opinion of the Board the IndependentDirectors fulfill the conditions relating to their status as Independent Directors asspecified in Section 149 of the Companies Act 2013 and the Rules made thereunder. Furtherthe Board is of opinion that the Independent Directors re-appointed during the year underreview are the persons of integrity expertise and experience in the relevant fields ofbusiness/management.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s Rajiv Mehrotra & Associates Auditors of the Company havecarried out the Audit of the Company and have submitted Auditor's Report attached with theFinancial Statements of the Company accompanying this Report. The aforesaid report doesnot contain any qualification reservation or adverse remarks which need explanation inthe Director's Report. Further the Auditors have not reported any fraud under Section143(12) of The Companies Act 2013.

APPOINTMENT OF JOINT AUDITORS

The Board of Directors of the Company has on the recommendation of theAudit Committee recommended to the members of the company that to share theresponsibilities of the Audit in the Audit of Accounts of the Company M/s. G M Kapadia& Co. Chartered Accountants of Mumbai (FRN 104767W) to be appointed as the JointStatutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of 41st Annual General Meeting of the Company.

SECRETARIAL AUDIT & ITS REPORT

As required by section 204 of The Companies Act 2013 M/s Adesh Tandon& Associates Practicing Company Secretary of Kanpur was appointed as the SecretarialAuditor of the Company and he has carried out the Secretarial Audit of the Company and hassubmitted his Report which is annexed to this report as 'Annexure-3'. The aforesaid reportdoes not contain any qualification reservation or adverse remarks which need explanationin the Director's Report. The aforesaid report contains only

one observation regarding re-appointment of Sri Pramod Kumar Tandon anIndependent Director of the Company which is selfexplanatory and the Board is of theopinion that the aforesaid observation has no significance as the aforesaid appointmenthas been done in accordance with the sprite of law.

LOANS GUARANTEES OR INVESTMENTS

The details of the Loans guarantees and investments covered undersec.186 of the Companies Act 2013 form part of the financial statements accompanying thisReport.

STOCK EXCHANGE LISTING & COMPLIANCE

The Shares of the Company are presently listed at Bombay Stock ExchangeLtd. Mumbai & National Stock Exchange of India Ltd. Mumbai and the Company isregularly complying with all the provisions of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report that also contains disclosuresas per Section 134 and 177 of the Companies Act 2013 is attached and forms part of thisAnnual Report.

A certificate from the secretarial auditors of the Company regardingcompliance with the conditions of Corporate Governance as required under SEBI (ListingObligations & Disclosures Requirement) Regulations 2015 is part of this AnnualReport.

BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 & SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board has carried out anAnnual performance evaluation of its own performance its committees and the Directorsindividually.

The evaluation of non-independent Directors Chairman and the Board asa whole was done at a separate meeting held by independent Directors. The performanceevaluation of independent Directors was done by the entire board excluding Directorsbeing evaluated.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

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

An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment if any. All employees (PermanentContractual Temporary Trainees) are covered under this policy. There were no complaintreceived from any employee during the financial year 2019-20 and hence no complaint isoutstanding as on 31.03.2020 for redressal.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The information as required under SEBI (Listing Obligations &Disclosures Requirements) Regulations 2015 is as under:-

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The COVID-19 outbreak comes at a time when global economic headwindswere already high and threatens to disrupt the global economy with fears of recessionlooming in many countries. India the 5th Largest Economy in the world has not beeninsulated from this shock. A fall in the optimism levels amidst heightened uncertainty hasled to a 'double whammy'. Closure of businesses leading to global supply chain disruptionsand a steep fall in the consumption resulting in slow down of all economic activity aroundthe globe. More so in view of the fact that pandemic is far from over and there areinstances of a second wave and uncertainties of future lock downs can not be ruled out.

The pandemic has resulted in acute market volatility/ distruptionsacross the globe and in these uncertain times there is also apprehensions on whether ornot India will be able to attain some collateral gains from these changes and can becomeselfreliant country as per "Atma-nirbhar Bharat Abhiyan" announced by the Govt.The government emphasis is more to increase export and hence both headwinds and tailwindsare operating around the globe which will impact the future course of our trade.

India's economy was weak in 2019 but appeared to be near a trough.Just as the economy was starting to look up at the beginning of this year the rising tidegave way to the COVID-19 shock. The lockdowns and rising public anxiety about the virusled to a sharp deterioration in economic activity in India. After a deep contraction inthe April-June quarter we expect the economy to rebound very gradually in the near shortterm.

b) OPPORTUNITIES & THREATS

With the initiative of "Atmanirbhar Bharat" by boosting scopefor private participation in various sectors and encouraging

manufacture and production of various products the Govt. of Indiadecided to re-package its earlier version of "Make in India" movement into a newtagline "Vocal for Local".

Also the government and RBI have come out with a fiscal stimulus andrelief measures majorly loan moratorium scheme and reduction of Repo rate to protect theeconomy from the adverse impact of the ongoing Covid-19 crisis. However the prospects forthe export sector are not projected to see an improvement owning to uncertainties aroundthe world due to continuing Covid 19 pandemic.

As the Company deals in international trade it is exposed to foreigncurrency risks but fluctuation risk is minimized to the great extent by natural hedging.Company also has in house treasury with well-defined hedging policy through which companymonitors its currency exposure on continuous basis and employs various hedging tools likeforward cover options etc.

Company does have comprehensive risk management system in place whichincludes internal controls which are commensurate to the size and nature of the inherentrisks of company's businesses. These Risk Management system and processes enable thecompany in identifying and managing the risks appropriately.

c) SEGMENT-WISE PERFORMANCE

In trading division company's emphasis is on consolidation anddiversification instead of expansion. The revenue of the Trading division during the yearunder review has been Rs. 250047 Lacs as compared to Rs. 325701 Lacs during the previousyear and that of the Real Estate etc. has been Rs. 1729 Lacs as compared to Rs. 3930 Lacsduring the previous year. The profit before tax and interest from both the aforesaiddivision is at Rs. 8752 Lacs and Rs. (-) 86Lacs respectively as compared to previous yearfigures of Rs. 1467 Lacs & Rs. 3524 Lacs respectively.

d) OUTLOOK:

As a result of these developments global growth is now projected toslow down and with uncertainty around the world due to Covid 19 pandemic the tradetensions increasingly taking a toll on business confidence internationally. However withsome positivity like the development of vaccine of Covid 19 pandemic and ease out inlockdown measures by various countries to boost their economies the business around theglobe show some signs of pick- up gradually and your company would also perform well ininternational trade.

Businesses in India started to resume operations partially/ graduallyfrom June 2020 onwards and your Company is also scaling up the activities slowly andcautiously although with the stable government at the center and "AtmanirbharBharat" initiative we expect improvement in domestic trade and real estate businessin future.

The period of crisis and uncertainty in the markets is expected to takeits own time and largely depends upon the pandemic situation to subside in due courseupon which your company will be able to tide over properly and shall also embark uponother trade prospects including diversification.

e) RISKS AND CONCERNS:

These aspects have been mentioned under the Heading "Opportunitiesand Threats".

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

Sl. No. Financial Ratios 2019-20 2018-19 % Change Remarks for Variation
1 Interest Coverage Ratio 2.47 1.76 40.26 Majorly due to increase in profit.
2 Operating Profit Margin (%) 2.65 0.81 229.69 Due to forex gain and decrease in bank charges.
3 Net Profit Margin (%) 1.43 0.63 126.36 Due to forex gain and decrease in bank charges.
4 Return on Networth (%) 3.77 2.33 61.52 Due to increase of overall profitability because of Forex Gain and decrease in bank charges.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems& other internal control procedures commensurate with the size of the Company and thenature of its business for the import & export of commodities minerals etc. purchaseof assets and with regard to the sale of goods to ensure proper recording of financial& operational information and compliance of various statutory compliances.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONALPERFORMANCE

These discussions have been enumerated under the headings"Financial Performance" "2020 in Retrospect" & "Segment wisePerformance" of this Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

Human Resource is the most important element of any organization. OurCore Values are discipline trust integrity and work style. Core Values are establishedto align all the people in the organization in the direction of achieving stated goals allthroughout the organization. The Company is taking sufficient steps for employeeengagement and motivation. This has resulted in reduction of employee turnover. YourCompany focuses on recruiting and retaining the best talent in the industry. MoreoverCompany provides them proper induction training and knowledge upgradation for theindividual as well as organizational growth. The Company continues to maintain its recordof cordial and harmonious industrial relations without any interruption in work. Furtheras on 31st March 2020 the Company had 49 employees on its roll.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identifyEvaluate & Monitor Business Risks & Challenges across the Company. The Company hasdeveloped and implemented a Risk Management Policy for the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 is as under:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken: - The Company has taken allmeasures for conservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source ofenergy:- As the Company does not have any manufacturing facility no such steps have beentaken by the Company.

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

[B] TECHNOLOGY ABSORPTION:

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

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lacs)

CURRENT YEAR PREVIOUS YEAR
a) Earning in Foreign Exchange 222825 279704
b) Expenditure in Foreign Currency 236103 317331

INDUSTRIAL RELATIONS:

Cordial and harmonious industrial relations prevailed throughout theyear.

PARTICULARS OF EMPLOYEES:

The information as specified in Sec.197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended is attached herewith as 'Annexure-4' to this Report.Further the information required under Sec.197 (12) of the Companies Act 2013 read withRule 5(2) & 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended form part of this Report. However as per Section 136 ofThe Companies Act 2013 the Annual report and Accounts are being sent to the membersexcluding the statement containing the names and other details of top ten employees interms of remuneration drawn as required u/s 197 (12) of the Act read with Rule 5(2) &5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.However the aforesaid statement is open for inspection at the Registered Office of theCompany. Any shareholder interested in obtaining a copy of the same may write to theCompany Secretary.

EXTRACTS OF THE ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 have

been enclosed with the report in the prescribed format AOC-2 as'Annexure-6'.

SECRETARIAL AUDIT & ITS REPORT OF MATERIAL SUBSIDARY - M/s KPLEXPORTS LIMITED

M/s KPL Exports Limited is the only Material Unlisted Subsidiary of thecompany as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. The Secretarial Audit of the aforesaid Subsidiary has been carried out by M/s GuptaSaurabh & Associates Practicing Company Secretary of Kanpur and he has submitted hisreport on the same which is annexed to this report as 'Annexure- 7'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

There are no significant material orders passed by the regulators orcourts or tribunals which would impact the going concern status of the Company and itsfuture operations.

CASH FLOW STATEMENT

In conformity with the Regulation 34 (2) (c) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Cash Flow Statement forthe year ended 31st March 2020 is forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY OCCURING AFTER BALANCESHEETDATE

There have been no material changes and commitments which have occurredbetween the end of Financial Year and the date of this report which can have impact onfinancial position of the Company.

COST RECORDS

Maintenance of cost records as specified by the Central Governmentunder Section 148(1) of the Companies Act 2013 is not required by the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable secretarial standards issued under section 118 of theCompanies Act 2013 have been complied with. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation forthe continued co-operation and support extended by various Government DepartmentsBankers Dealers & suppliers and also acknowledge and appreciate the contribution madeby the employees.

The Board also wishes to place on record its gratitude to the valuedcustomers members and investors for their continued support and confidence in theCompany.

For and on behalf of the Board

Sd-/ Sd-/
PLACE: KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI)
DATE: 31st July 2020 Chairman & Managing Director Executive Director

.