You are here » Home » Companies » Company Overview » Kothari Products Ltd

Kothari Products Ltd.

BSE: 530299 Sector: Others
NSE: KOTHARIPRO ISIN Code: INE823A01017
BSE 11:57 | 17 Jun 85.05 -0.85
(-0.99%)
OPEN

84.95

HIGH

85.90

LOW

84.75

NSE 11:49 | 17 Jun 85.05 -0.95
(-1.10%)
OPEN

85.00

HIGH

85.95

LOW

84.35

OPEN 84.95
PREVIOUS CLOSE 85.90
VOLUME 791
52-Week high 91.50
52-Week low 53.00
P/E
Mkt Cap.(Rs cr) 254
Buy Price 85.15
Buy Qty 12.00
Sell Price 85.75
Sell Qty 31.00
OPEN 84.95
CLOSE 85.90
VOLUME 791
52-Week high 91.50
52-Week low 53.00
P/E
Mkt Cap.(Rs cr) 254
Buy Price 85.15
Buy Qty 12.00
Sell Price 85.75
Sell Qty 31.00

Kothari Products Ltd. (KOTHARIPRO) - Director Report

Company director report

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 35thAnnualReport and Audited Accounts for the financial year ended 31st March 2019. Thereport also includes the Management discussion and Analysis Report in accordance with theguidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS

(Amount in र Lacs)
FINANCIAL YEAR ENDED 31.03.2019 FINANCIAL YEAR ENDED 31.03.2018
Net Sales: 322987 416166
Other Income 6644 8071
Profit before Depreciation & Taxation 1900 5250
Less : Depreciation 223 200
Provision for Taxation:
-Current Tax 0 1268
-Deferred Tax -394 -621
-Tax Adjustments for earlier years 35 -11
Profit after Tax 2036 4414
Add : Balance of Profit brought forward from previous year 47483 44195
Profit available for appropriation 49519 48609
APPROPRIATIONS
Transfer to General Reserve 203 441
Prior Period items 876 145
Proposed Dividend 298* 448
Additional Tax on Proposed Dividend 61* 92
Balance of Profit carried forward 48081 47483
49519 48609

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

2019 IN RETROSPECT

Your Directors are to report that the Company's sales turnover during the year underreview has decreased to C 322987 Lacs from र 416166 Lacs during the previousfinancial year registering decrease of 22.39%. The Profit before depreciation & taxduring the year has however substantially decreased to र 1900 Lacs as against र5250 Lacs in the previous year resulting in a decrease of 63.81%. The same is primarilydue to decrease in Net Sales and other income. The Profit after Tax has also decreasedsimilarly to र 2036 Lacs as against र 4414 Lacs of the previous year resultingin a decrease of 53.87%.

INTERNATIONAL BUSINESS:

The Company's export during the year under review has decreased to र 279704 Lacsas compared to र 362009 Lacs during the previous year resulting in decrease of22.74%.

DIVIDEND RECOMMENDED

Your Directors have recommended a dividend of 10% (र 1/- Per Equity Share ofर 10/- each) subject to the approval of share owners in the ensuing Annual GeneralMeeting.

CHANGES IN SHARE CAPITAL

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

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS SWEAT EQUITY ESOS ETC.

During the year the Company has not issued any shares with differential rights sweatequity ESOS etc.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

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

SUBSIDIARIES AND ASSOCIATES

The Company has as on 31st March 2019 Six Subsidiaries namely MK Web-TechPvt. Ltd. KPL Exports Ltd. & Adyashakti Realtors Ltd. as its Wholly Owned SubsidiaryCompanies and Kothari Products Singapore Pvt. Ltd. Pinehills (Singapore) Pte. Ltd. (Awholly owned subsidiary of Kothari Products Singapore Pvt. Ltd.) & SavitrimataRealtors Private Limited as its Subsidiary Companies. Further the Company also has as on31st March 2019 Seven Associate Companies as mentioned in the notes of theFinancial Statements of the Company. During the year under review M/s. BlackplinthRealtors Pvt. Ltd. a Subsidiary Company ceased to be a Subsidiary company. The prescribedsalient features of the financial statements of the aforesaid Subsidiary companies andAssociates Companies as per sub section 3 of section 129 of the Act have been disclosed ina separate statement attached to the consolidated Financial Statements which form part ofthis Annual Report. The statement reflects the performance and financial position of eachof the Subsidiaries and Associates as required by Rule 8 (1) of the Companies (Accounts)Rules 2014. The Company hereby undertakes that the Annual Accounts of the subsidiarycompanies and their related detailed information shall be made available to theshareowners of the holding and subsidiary companies seeking such information at any pointof time and shall also be placed on the website of the holding Company. The AnnualAccounts of the subsidiary companies shall also be kept for inspection by any shareownerat the Registered Office of the holding company and of the subsidiary companies concerned.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

The highlights of performance of subsidiaries & associates during the year underreview and their contribution to the overall performance of the Company are mentioned inthe form AOC-1 and Statement of Additional Informations as per schedule III to theCompanies Act 2013 of the aforesaid subsidiaries & associates appended to theConsolidated Financial Statements accompanying this report.

PROPOSED AMALGAMATION OF ADYASHAKTI REALTORS LTD. WITH THE COMPANY

The Board of Directors of your Company has during the year under review accorded itsin-principle consent to pursue the proposal for Amalgamation of Adyashakti Realtors Ltd.(A 100% subsidiary of the Company having its Registered Office at – 7 ChittaranjanAvenue Kolkata – 700072) with the Company. The preparation of draft scheme ofamalgamation and other connected works are in progress and the same will be informed &sent to you once they are nalized and approved by the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri Mitesh Kothari Executive Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further Sri Pramod Kumar Tandon Sri Vikas Chaturvedi and Dr. Avinash Gupta wereappointed as Independent Directors w.e.f. 19th September 2014 for period of 5 years andhold Office of Independent Directors up to 18th September 2019 and being eligible havebeen proposed to be re-appointed by the Board of Directors to hold Office for the secondterm of 5 (five) consecutive years on the Board of the Company. There is no change in theKey Managerial Personnel during the year.

NUMBER OF THE BOARD MEETINGS

The Company held Five Board Meetings during the year 2018-19 and the details ofaforesaid meetings are given in the Corporate Governance Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the financialyear 2018-19 hence the particulars relating to the aforesaid are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts for the year ended 31st March 2019the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors have prepared the annual accounts for the year under review ona going concern basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Company has constitutedfollowing committees:-

1. Audit Committee.

2. Stakeholders Relationship Committee.

3. Nomination & Remuneration Committee.

4. Corporate Social Responsibility Committee.

5. Risk Management Committee

The Composition Scope and Powers of the aforementioned Committees together withdetails of their meetings held during the period under review forms part of the CorporateGovernance Report.

ANNUAL REPORT ON CSR ACTIVITIES

As required by the Companies (Corporate Social Responsibility Policy) Rules 2014 theannual report on CSR activities undertaken by the Company during the year under review isattached as ‘Annexure-1' to this Directors Report.

POLICIES OF THE COMPANY

Pursuant to the provisions of the Companies Act 2013 and provisions of SEBI (ListingObligations & Disclosure Requirement) Regulations 2015 the Company has framedfollowing Policies:-

1. Corporate Social Responsibility Policy.

2. Nomination & Remuneration policy.

3. Risk Management Policy.

4. Whistle Blower Policy/Vigil Mechanism.

5. Policy on Material Subsidiaries.

6. Policy on Related Party Transactions.

7. Policy determining materiality of events/information.

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

9. Policy on Code of Business conduct & ethics.

10. Policy on Preservation of Documents.

The details of the aforesaid policies are mentioned in the Corporate Governance Reportand copies of the aforesaid policies are placed on the website of the Company. However asrequired by section 178 of the Companies Act 2013 the Remuneration Policy developed bythe Company is attached herewith as "Annexure-2".

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer & Refund) Rules 2016 all dividends remainingunpaid/unclaimed for a period of 7 years from the date of their transfers are required tobe transferred by the Company to the IEPF established by the Government of India.Accordingly all unpaid or unclaimed dividends upto the Financial Year 2010-11 have alreadybeen transferred and for the Financial Year 2011-12 will be transferred by the Company byOctober 2019 to the aforesaid fund. Further as per the aforesaid provisions all relevantshares corresponding to the aforesaid unpaid/unclaimed dividends have also beentransferred to the demat account of the IEPF authority as per the details mentioned belowthe 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 Shares
1. Aggregate number of shareholders & the outstanding shares in the above Demat account lying at the beginning of the year i.e. on April 1 2018 39 4198
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 2018-19 Nil Nil
4. No. of shareholders whose shares transferred to the above demat account during 2018-19 18 2518
5. Aggregate number of shareholders and outstanding shares in the above demat account lying at the end of the year as on March 31 2019 57 6716

Voting rights on the equity shares lying in the above demat account shall remain frozenuntil the rightful owner of such equity shares claims these equity shares.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Pramod Kumar Tandon Sri Vikas Chaturvedi and Dr. Avinash Gupta are IndependentDirectors on the Board of the Company. All the above named Independent Directors havegiven their respective declarations under Section 149(6) of the Companies Act 2013 andthe Rules made thereunder. In the opinion of the Board the Independent Directors fulfillthe conditions relating to their status as Independent Directors as specified in Section149 of the Companies Act 2013 and the Rules made thereunder.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s Rajiv Mehrotra & Associates Auditors of the Company have carried out the Auditof the Company and have submitted Auditor's Report attached with the Financial Statementsof the Company accompanying this Report. The aforesaid report does not contain anyqualification reservation or adverse remarks which need explanation in the Director'sReport. Further the Auditors have not reported any fraud under Section 143(12) of TheCompanies Act 2013.

SECRETARIAL AUDIT & ITS REPORT

As required by section 204 of The Companies Act 2013 M/s Adesh Tandon &Associates Practicing Company Secretary of Kanpur was appointed as the 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'. Theaforesaid Report contains only one observation regarding non spending of CSR expenditure.The reasons for non - spending of CSR expenditure are mentioned in this report's "Annexure-1".

LOANS GUARANTEES OR INVESTMENTS

The details of the Loans guarantees and investments covered under sec.186 of theCompanies Act 2013 form part of the financial statements accompanying this Report.

STOCK EXCHANGE LISTING & COMPLIANCE

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

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report that also contains disclosures as per Section134 and 177 of the Companies Act 2013 is attached and forms part of this Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with theconditions of Corporate Governance as required under SEBI (Listing Obligations &Disclosures Requirement) Regulations 2015 is part of this Annual Report.

BOARD EVALUATION

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

The evaluation of non-independent Directors Chairman and the Board as a whole was doneat a separate meeting held by independent Directors. The performance evaluation ofindependent Directors was done by the entire board excluding Directors being evaluated.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has in place an Anti-sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment if any. All employees (Permanent Contractual TemporaryTrainees) are covered under this policy. There were no complaint received from anyemployee during the financial year 2018-19 and hence no complaint is outstanding as on31.03.2019 for redressal.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

As per World Economic Outlook released by IMF in April 2019 after strong growth in2017 and early 2018 global economic activity slowed notably in the second half of lastyear reflecting a confluence of factors affecting major economies.

There have been several developments in the global arena with the US-China trade warsbeing at the forefront. Prima facie it looks like that there could be something positivefor India. The issue of Brexit is also to be resolved and in these uncertain times thereis also discussion on whether or not India will be able to leverage any collateral gainsfrom any of these changes so as to enhance growth in exports. The government hashighlighted exports as a focal area and hence both headwinds and tailwinds operating fromthe outside world which will impact the future course of our trade.

The Economic Survey for 2018-19 has reaffirmed the slowdown in the domestic economy andhas indicated a marginal and gradual pick up in the ongoing financial year (2019-20)contingent on a pick-up in private investments and consumption. Domestic politicalstability is seen as providing an impetus to future economic activity.

In view of aforesaid the domestic industry may grow but the international trade wouldbe under pressure both in terms of value and margins which would also be a greatchallenge to your Company.

b) OPPORTUNITIES & THREATS

The Union Budget 2019-20 laid out the strategic blue print to make India a USD 5Trillion economy in next few years. By focusing broadly on infrastructure affordablehousing recapitalization of PSU banks and supporting NBFCs and agriculture sectorgovernment has shown intent to revitalize the economy. However the prospects for theexport sector are not projected to see an improvement owning to global trade tensions andpolitical uncertainities which could impact economic growth. Moreover the trading industrymay face the risk of imposition of higher tariffs on import/export of certain commoditiesby the government of some countries. The same may also result in price war among keycompetitors.

As the Company deals in international trade it is exposed to foreign currency risksbut fluctuation risk is minimized to the great extent by natural hedging. Company also hasin house treasury with well-defined hedging policy through which company monitors itscurrency exposure on continuous basis and employs various hedging tools like forwardcover options etc.

Company does have comprehensive risk management system in place which includes internalcontrols which are commensurate to the size and nature of the inherent risks of company'sbusinesses. These Risk Management system and processes enable the company in identifyingand managing the risks appropriately.

c) SEGMENT-WISE PERFORMANCE

In trading division company's emphasis is on consolidation and diversification insteadof expansion. Company has surrendered its credit facilities under consortium bankingarrangements as it was not getting desired benefits / support from banking channels whichhas affected the trading sector performance. The revenue of the Trading divisionduring the year under review has been र 325701 Lacs as compared to र 422178 Lacsduring the previous year and that of the Real Estate etc. has been र 3930 Lacs ascompared to र 2059 Lacs during the previous year. The Profit before tax and interestfrom both the aforesaid division is at र 1484 Lacs and र 3524 Lacs respectivelyas compared to previous year gures of र 6474 Lacs & र 1198 Lacsrespectively.

d) OUTLOOK:

As a result of these developments global growth is now projected to slow down and withtrade tensions increasingly taking a toll on business confidence internationally sofinancial market sentiment is sluggish and the outlook for the International Trade foryour Company looks challenging.

However your Company with the stable government at the centre and make in Indiainitiative sees improvement in domestic trade and real estate business. The period ofcrisis and uncertainty in the markets seem to be short lived which we feel your companywill be able to tide over properly and shall also embark upon other trade prospectsincluding diversification.

e) RISKS AND CONCERNS:

These aspects have been mentioned under the Heading "Opportunities andThreats"

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

S. No Financial Ratios 2018-19 2017-18 % Change Remarks for Variation
1 Debtors Turnover Ratio 2.34 3.47 (32.61) Majorly due to change in business model.
2 Interest Coverage Ratio 1.76 6.16 (71.38) Majorly due to increase in interest cost and decrease in Profit.
3 Current Ratio 1.44 1.10 30.70 Although there is decrease in both current assets and current liabilities but CL decreased more than CA due to sharp decrease in creditors because of change in business model / surrender of bank credit facilities.
4 Debt Equity Ratio 0.0018 0.0028 (34.13) Majorly due to reduction of long term liabilities.
5 Operating Profit Margin (%) 0.81 1.81 (55.48) Due to reduction of interest income on FDRs and Forex Loss.
6 Net Profit Margin (%) 0.63 1.06 (40.57) Due to reduction of interest income on FDRs and increase in interest cost.
7 Return on Networth (%) 2.33 5.09 (54.20) Due to reduction of overall Profitability because of reduction of interest income on FDRs and Forex Loss.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems & otherinternal control procedures commensurate with the size of the Company and the nature ofits business for the import & export of commodities minerals etc. purchase of assetsand 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 OPERATIONAL PERFORMANCE

These discussions have been enumerated under the headings "FinancialPerformance" "2019 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. Our Core Values arediscipline trust integrity and work style. Core Values are established to align all thepeople in the organization in the direction of achieving stated goals all throughout theorganization. The Company is taking sufficient steps for employee engagement andmotivation. This has resulted in reduction of employee turnover. Your Company focuses onrecruiting and retaining the best talent in the industry. Moreover Company provides themproper induction training and knowledge upgradation for the individual as well asorganizational growth. The Company continues to maintain its record of cordial andharmonious industrial relations without any interruption in work. Further as on 31stMarch 2019 the Company had 62 employees on its roll.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify Evaluate &Monitor Business Risks & Challenges across the Company. The Company has developed andimplemented a Risk Management Policy for the Company including identification therein ofelements of risk if any which in the opinion of the Board may threaten the existence ofthe Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 is as under:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken: - The Company has taken all measures forconservation of energy most economically.

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

c) The capital Investments on energy conservation equipments: - As the Company does nothave any manufacturing facility no such investment has been made by the Company

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the informationprescribed 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 279704 362009
b) Expenditure in Foreign Currency 317331 394302

INDUSTRIAL RELATIONS:

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES:

The information as specified in Sec.197 (12) of the Companies Act 2013 read with Rule5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended is attached herewith as ‘Annexure-4' to this Report. Further theinformation required under Sec.197 (12) of the Companies Act 2013 read with Rule 5(2)& 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended form part of this Report. However as per Section 136 of The Companies Act2013 the Annual report and Accounts are being sent to the members excluding the statementcontaining the names and other details of top ten employees in terms of remuneration drawnas 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 aforesaidstatement is open for inspection at the Registered Office of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.

EXTRACTS OF THE ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 have been enclosed with the report in theprescribed format AOC-2 as ‘Annexure-6'.

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

M/s KPL Exports Limited is the only Material Unlisted Subsidiary of the company as perthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. TheSecretarial Audit of the aforesaid Subsidiary has been carried out by M/s Gupta Saurabh& Associates Practicing Company Secretary of Kanpur and he has submitted his reporton the same which is annexed to this report as ‘Annexure- 7'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status of the Company and its futureoperations.

CASH FLOW STATEMENT

In conformity with the Regulation 34(2)(c) of the SEBI(Listing Obligations &Disclosure Requirements) Regulations 2015 the Cash Flow Statement for the year ended 31stMarch 2019 is forming part of this Annual Report.

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

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

COST RECORDS

Maintenance of cost records as specified by the Central Government under 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 the Companies Act2013 have been complied with.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continuedco-operation and support extended by various Government Departments Bankers Dealers& suppliers and also acknowledge and appreciate the contribution made by theemployees.

The Board also wishes to place on record its gratitude to the valued customers membersand investors for their continued support and confidence in the Company.

For and on behalf of the Board
Sd/- Sd/-
PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARI)
DATE : 29th May 2019 Chairman & Managing Director Executive Director