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Kothari World Finance Ltd.

BSE: 511138 Sector: Financials
NSE: N.A. ISIN Code: INE988F01017
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NSE 05:30 | 01 Jan Kothari World Finance Ltd
OPEN 56.00
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VOLUME 3500
52-Week high 65.90
52-Week low 48.75
P/E 17.28
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 56.00
CLOSE 56.00
VOLUME 3500
52-Week high 65.90
52-Week low 48.75
P/E 17.28
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kothari World Finance Ltd. (KOTHARIWRLDFIN) - Director Report

Company director report

The Members of KOTHARI WORLD FINANCE LIMITED

Dear Shareholders

Your Directors have pleasure in presenting the 33rd Annual Report together with theAudited Statement of Accounts for the year ended 31st 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
- Current Tax
- 38.26
- Deferred Tax Liability / (Asset)
- 5.17
- Add: Excess/(Short) Provision
Profit after tax 199.50 1 4.36
Profit brought forward fr om 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 ofRs.398.54 Lacs as compared to Rs.293.58 Lacs for the previous year. Profit after Tax stoodat 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 isbeing 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 DISCLOSUREREQUIREMENTS) REGULATIONS 2015 entered with Stock Exchanges the Management Discussionand Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON "RELATED PARTYDISCLOSURES":

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

HOLDING SUBSIDIARIES JOINT 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 yearend. Statement containing salient features of the financial statement of the followingAssociate Companies are made in Form AOC-1 as (Part "B": associates) andattached 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 WorldFinance Limited consequent to merger of the same with Goldcoin Engineers Private Limitedas per Scheme of Merger by order of Regional Director dated 12.03.2018 under section 233of 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 inRegulation 34(3) read with Schedule V of the (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015. A report on Corporate Governance is included as a part ofthis Annual Report. Certificate from the M/s. Uma Lodha & Co. Practicing CompanySecretaries confirming the compliance with the conditions of Corporate Governance asstipulated under (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 isincluded as a part of this report.

The Company is regularly complying with Corporate Governance practices and alsouploading 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 Companyconfirms that it has paid the Annual Listing Fees for the year 2017-18 to Bombay StockExchange where the Company's Shares are listed.

DEMATERIALIZATION:

As per SEBI Circular dated 5th July 2018 SEBI has mandated that transfer of securitieswould be carried out in Dematerialized form only. Listed companies and their Registrarsand Transfer Agents (RTA) with effect from 5th December2018 shall ensure that shareswhich are lodged for transfer shall be in Dematerialized form only. The Company has signedthe tripartite agreement with National Securities Depository Limited and CentralDepository Services (India) Limited and existing Registrar & Transfer Agent fordematerialization of existing holding of the shareholders.

The International Securities Identification Number allotted to the Company isINE988F01017. The equity shares of the Company are listed on Bombay Stock ExchangeLimited.

99.92% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2018 and balance 0.08% is in physical form. The Company's Registrars areSharex 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 Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2018.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/S. DMS & COCHARTERED ACCOUNTANTS (FIRM REGISTRATION NO: 001169C) Chartered Accountant. The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company understands and values Corporate Social Responsibility (CSR) initiativesof the Government and has also noted the requirements of CSR activities in terms ofCompanies Act 2013. The requirement of mandatory implementation of CSR activity ispresently 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 yourDirectors have nothing to report regarding conservation of energy as required under theCompanies (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 industryand has adopted the state of the art transaction billing and accounting systems and alsorisk 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 workersand 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'sfinancial position have occurred between the end of the financial year of the Company anddate 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 CompaniesAct 2013 Mrs. Varsha Jadhav (Formerly known as Ms. Varsha Tambe) resigned as CFO of theCompany with effect from February 6 2018. Further as per provisions of Section 203 of theCompanies Act 2013 read with Rule 8 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Ms. Ekta Rajendra Rathod has been appointed as the ChiefFinancial Officer and Key Managerial Personnel (KMP) of the Company with effect fromFebruary 6 2018.

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

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

DECLARATION OF INDEPENDENCE:

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

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of Section 134 of theCompanies Act2013 and the Corporate

Governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Chapter II of SEBI LODR (Listing Obligation and DisclosureRequirements) Regulation 2015.

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

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

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

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

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES: The information required under Section 197 of the CompaniesAct 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules2014 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 Companyhereby state and confirm that:

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

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable 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 beingIndependent Directors including Chairperson. They possess sound knowledge on accountsaudit finance taxation internal controls etc. Mrs. Atheva Mayekar Independent Directoracts 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 ensuingAnnual General Meeting and being eligible offers themselves for re-appointment for thefinancial year 2018-2019. Your Company has received written consent and a certificatestating that they satisfy the criteria provided under Section 141 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 and that the appointment ifmade shall be in accordance with the applicable provisions of the Companies Act 2013 andrules issued there under.

As required under Regulation 18 read with Part C of Schedule II of the ListingObligations and Disclosure Requirements Regulations 2015 the Audit Committee and theBoard of Directors recommend the appointment of M/S. JMK & Co. CharteredAccountants Mumbai (Firm Registration No. 120459W) as Auditors of your Company forthe financial year 2018- 19 from the conclusion of this Annual General Meeting (AGM) tillthe conclusion of the 37th AGM of the Company (subject to ratification of theirappointment at every AGM).

The Auditors' Report for the financial year 2017-18 does not contain anyqualification reservation or adverse remark. The Auditors have referred to certainroutine matters in their report and the respective notes to the accounts areself-explanatory.

SECRETARIAL AUDIT/SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/S Uma Lodha & Co. Practicing Company Secretary to conduct theSecretarial 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 remarkregarding non-compliance of Section 203 of the Companies Act 2013. The Auditor hasmentioned in their report for the year 2017-18 about non-appointment of CompanySecretary and Compliance officer as on 31st March 2018 and non-compliance regardingpublication under Regulation 47 of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015. The Company clarified that Ms. Shefali Tanna has been appointed asa Company Secretary and Compliance officer of the company as on 25th May2018.

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 internalauditor of the Company with effect from 10th November 2017.

Further as per provisions of the Companies Act 2013 M/S. DMS & CO. CHARTEREDACCOUNTANTS (FIRM REGISTRATION NO. 001169C) Chartered Accountants Mumbai appointedas the internal auditor of the company with effect from 10th 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 31st March 2018 Annexure A to theDirectors' Report shall be also available at the Website of the Company under Extract ofAnnual Return and the web-link of the same is www.kothariworld.com under investor'srelations/ 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 underreview i.e. on 26th May 2017 18th July 2017 10th November 2017and 6TH February 2018 respectively in respect of which proper notices were givenand the proceedings were properly recorded and signed in the Minute Book maintained forthe purpose. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the Listing Obligations and Disclosure Requirements Regulations2015 a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished.

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

The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.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 onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Transactions with related parties entered by the Companyin the normal course of business are periodically placed before the Audit Committee forits omnibus approval and the particulars of contracts if any are entered during the yearas per Form AOC-2 is enclosed as Annexure-E. The Board of Directors of the Company has onthe recommendation of the Audit Committee adopted a policy to regulate transactionsbetween the Company and its Related Parties in compliance with the applicable provisionsof the Companies Act 2013 the Rules there under and the Listing Agreement. This Policywas considered and approved by the Board has been uploaded on the website of the Companyat www.kothariworld.com under investors relations /policies/Policy on Related PartyTransaction.

CODE OF CONDUCT:

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

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

All the Board Members and the Senior Management personnel have confirmed compliancewith 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 RiskManagement Policy. As per Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company does not require to constitute a businessrisk management committee.

At present the company has not identified any element of risk which may threaten theexistence 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 onprevention of sexual harassment at workplace. During the year under review no complaintswere reported to the Board. This Policy considered and approved by the Board has beenuploaded on the website of the Company at www.kothariworld.com under investorrelations/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 viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals 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 informationas 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 andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(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 duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

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

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 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 ofthe Company Securities and Exchange Board of India Bombay Stock Exchange LimitedRegistrar of Companies National Securities Depository Limited Central DepositoryServices (India) Limited M/s. Sharex Dynamic (India) Private Limited Bankers and otherGovernment 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: 7th August2018