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Kotia Enterprises Ltd.

BSE: 539599 Sector: Others
NSE: N.A. ISIN Code: INE079C01012
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NSE 05:30 | 01 Jan Kotia Enterprises Ltd
OPEN 14.50
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VOLUME 100
52-Week high 20.80
52-Week low 12.14
P/E 7.71
Mkt Cap.(Rs cr) 10
Buy Price 13.25
Buy Qty 100.00
Sell Price 14.75
Sell Qty 100.00
OPEN 14.50
CLOSE 14.50
VOLUME 100
52-Week high 20.80
52-Week low 12.14
P/E 7.71
Mkt Cap.(Rs cr) 10
Buy Price 13.25
Buy Qty 100.00
Sell Price 14.75
Sell Qty 100.00

Kotia Enterprises Ltd. (KOTIAENTERPRISE) - Director Report

Company director report

To

The Members

Kotia Enterprises Limited

Your Board of Directors have pleasure to present the Thirty Eighth Annual Report of theCompany together with Audited Financial Statement for the year ended 31st March 2018.

Operational Performance Cotton Fabric

The Company is presently trading in cotton fabric. During the year revenue generatedfrom trading of cotton fabric stood at Rs. 102427478. The revenue generated from cottonfabric falls in comparison to previous financial year. The revenue generated in lastfinancial year stood at Rs. 169696081.

Bleached Hardwood Kraft Pulp

Your company entered into trading of Bleached Hardwood Kraft Pulp. The Revenuegenerated from Bleached Hardwood is Rs 281701552. The Company performed excellent inthis sector. The positive response from the market helps in generation of 69% (Approx)Revenue for the company. The positive response motivate the company management for makingmore R&D in the new segment. Your company is looking for expansion of businessoperations in this segment in the upcoming financial years.

Construction and Civil Works

Your Company operating in construction and civil works traditionally. The Companyalways leads in providing construction and civil work solutions in the Indian market. TheRevenue generated from Construction and civil works not upto the marks in the currentfinancial year. The Revenue generated from the Construction and civil work is Rs.24675865 as against Rs. 106602577 for the previous Financial Year 2016 - 2017.

The Total Revenue Generated from all the operations of the company for the currentfinancial year stood at Rs. 408804895 as against Rs. 276298658 for the previousfinancial year.

Financial Highlights (Standalone)

In Rupees

Particulars 2017 - 2018 2016- 2017 2015 - 2016
Income from Operations 408804895 276298658 201620510
Other Income 6455762 4737286 4892468
Total Income 415260657 281035944 206512978
Total Expenditure 407642433 276802440 207723500
Profit/(loss) before tax 7618224 4233504 (1210522)
Less: Provision for Taxation
(i) Current Year 1961693 (1177300) (179705)
(ii) Earlier Year Adjustment - - -
(iii) Deferred Tax (145942) (153972) 560769
Profit/(Loss) After Tax 5510589 2902232 (852153)

Net Profit for the Financial Year Ended 2017 - 2018 stood at Rs. 5510589 as againstRs. 2902232 for the Financial Year 2016 - 2017.

Reserves

During the year under review no amount has been transferred to General Reserve.

Capital Structure

During the year under review there has been no change in the capital structure of thecompany. Dividend

The Board of Directors of your company in order to conserve resources have decided notto recommend any dividend for the Financial Year.

Cash Flow Statement

As required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Cash Flow Statement for the financial yearended March 31 2018 is enclosed with the Balance Sheet and Statement of Profit and Lossof the Company.

Corporate Governance and Management Discussion & Analysis Report

The Company has been proactive in following the principles and practices of goodcorporate governance and adhering to the corporate governance requirements as set out bythe Securities and Exchange Board of India. A separate section on Corporate Governance& a certificate from the Practising Company Secretary confirming compliance with thecorporate governance requirement; and Management Discussion & Analysis Report asstipulated in Schedule V of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this Annual Report.

The Managing Director declaration regarding compliance with the Code of Conduct formspart of this Annual Report.

Changes in Nature of Business if any

During the year under review there was change in nature of the business carried out bythe Company. The company was carrying the business of executing turning projectsmarketing of pumps motors switch gears and any other allied engineering goods servicingthereof and deal in their spare parts etc.

Now the company from this year onwards entered into the business of buying sellingreselling importing exporting transporting storing developing promoting marketingor supplying trading dealing in any manner whatsoever in all type of goods on retail aswell as on wholesale basis in India or elsewhere etc.

Capital Projects

The Company was not working on any kind of capital projects for the financial year2017-18.

Internal control systems and their adequacy

The Company's internal control systems are commensurate with the nature of itsBusiness its size and complexity of its operations. These are routinely tested andcertified by statutory as well as Internal Auditors. Significant audit observations ifany and follow up actions thereon are reported to the Audit Committee. The findings ofInternal Audit are reviewed by the top management and by the Audit Committee of the Boardof Directors.

The Statutory Auditors conduct audit covering a wide range of operational matters andensure compliance with the specified standards.

Based on the Deliberations with the Statutory to ascertain their views on the financialstatements including the Financial Reporting System and Compliance to Accounting Policiesand Procedures the Audit Committee was satisfied with the adequacy and effectiveness ofthe internal controls and systems followed by the Company.

Loans Guarantees or Investments

Details of Loans Guarantees and Investments under the provisions of Section 186 of thecompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014 ason 31st March 2018 are set out in the Standalone Financial Statements forming part ofthis report.

Material Changes and Commitments If any Affecting the Financial Position of theCompany

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year to which the financial statements relatesand the date of the approval of the Directors Report.

Extract of the Annual Return

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as on 31st March 2018 is enclosed as Annexure "D" to the Directors'Report and also uploaded on the website of the company i.e. www.kotiaenterprises.com. Thelink for annual return as follows:http://www.kotiaenterprises.com/notice-for-shareholders.php

Board Meetings

During the year under review Nine Board meetings were held on 04th May 2017 27thMay 2017 28th July 2017 04th September 2017 14th September 2017 05th December2017 19th December 2017 13th February 2018 and 31st March 2018. The details of thecomposition of the board and attendance of the directors at the board meeting are providedin the Corporate Governance Report.

Audit Committee

During the year under review Four Audit Committee Meetings were held and all therecommendations of the Audit Committee were accepted by the Board. The details of thecomposition of the Audit Committee and details of committee meetings are given in theCorporate Governance Report.

Nomination and Remuneration Committee and Policy on Nomination Remuneration andPerformance Evaluation

During the year under review Nomination and Remuneration Committee Meet Four times. TheBoard has on the recommendation of the Nomination & Remuneration Committee reviewpolicy for selection appointment and remuneration of Directors Key Managerial Personneland employees in the Senior Management. More details of the same including the compositionof the Committee are given in the Report on Corporate Governance enclosed as Annexure -"A" to this report.

The nomination and remuneration policy is displayed on the Company's website.

Stakeholders Relationship Committee

During the year under review four meetings of stakeholders relationship committee wereheld. The Committee relationship committee monitored the performance of the share transferwork and recommends measures to improve the level of investor services. In addition theCommittee looks into investors' grievances such as Annual Reports and other complaintsrelated to share transfers. More details of the same including the composition of thecommittee are given in this on Corporate Governance enclosed as Annexure - "A"to this Report.

The nomination and remuneration policy is displayed on the Company's website.

Risk Management

The provisions for Constituting risk management committee not applicable on thecompany. Therefore the company did not formulate risk management committee and riskmanagement process carried out by the members of Board.

Vigil Mechanism/Whistle Blower Policy

The Company in accordance with the provisions of Section 177(9) of the Companies Act2013 and Regulation 22 of SEBI (LODR) Regulations 2015 has established a vigil mechanismfor directors and employees to report genuine concerns to the management viz. instances ofunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. The Company has already formulated a Whistle Blower Policy("Policy") which provides for adequate safeguard against victimization ofpersons and has a provision for direct access to the Chairperson of the Audit Committee.The Company has not denied any person from having access to the Chairman of the AuditCommittee.

Related Party Transactions

All related party transactions that were entered into during the financial year u/s188 of the Companies Act 2013 were on an arm's length basis. All related partytransactions are approved by the Audit Committee and the Board of Directors. The detailsof material Related Party transactions in Form AOC-2 are enclosed as Annexure"F". There were no materially significant related party transactions made by theCompany with the Promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large.

Further The Company in accordance with the provisions of Section 188 of the CompaniesAct 2013 and Regulation 23 of SEBI (LODR) Regulations 2015 formulated a policy onMateriality of Related Party Transactions in accordance with SEBI (LODR) Regulations2015. The Policy on Materiality of related party transaction is available on website ofthe company.

Subsidiary Associate and Joint Venture

The company does not have any subsidiary company. Therefore the company not requiredto follow the provisions of companies act 2013 and SEBI (LODR) Regulations 2015pertaining to Subsidiary associate and joint venture companies.

Particulars of employees and related disclosures

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request by theshareholders.

The Report and Accounts pursuant to section 136 of the Companies Act 2013 are beingsent to the Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company in this regard.

Corporate Social Responsibility (CSR)

The Board of Directors needs not to constitute a CSR Committee and also there is norequirement to approve the CSR Policy.

Directors and Key Managerial Personnel

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation27 of SEBI (LODR) Regulations 2015.

In accordance with the provisions of Regulation 25(7) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the company organizes familiarizationprogramme for Independent Directors as and when required.

A brief profile and details of other directorships and committee memberships ofDirectors are given in the Report on Corporate Governance attached as Annexure"A" to this report.

Corporate Governance Report also contains other information on the directors board andCommittee Meetings.

Performance Evaluation

Pursuant to the provisions of the Section 134 178 and Sch. IV of the Companies Act2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the following performance evaluations were carried out;

a. Performance evaluation of the Board Chairman and non-Independent Directors by theIndependent Directors;

b. Performance evaluation of the Board its committees and Independent Directors by theBoard of Directors; and

c. Performance evaluation of every director by the Nomination and RemunerationCommittee. The details of Annual Performance evaluation carried out are given in theCorporate Governance Report attached as Annexure "A" to this report.

Fixed Deposits

During the Financial Year 2017 -18 your company has not invited or accepted anydeposits from the public and as such no amount on account of principal or interest onpublic was outstanding as on the date of the Balance Sheet. .

Details of significant and material orders passed by the regulators or courts

There are no significant material orders passed by the courts/regulators or tribunalsimpacting the going concern status and company's operations in future. The detailspertaining to various demand notices from various statutory authorities are disclosed inNote to financial statements under the heading - Contingent Liabilities.

Adequacy of internal financial controls with reference to financial statements

The company has adequate systems of internal control in place which is commensuratewith its size and the nature of its operations. The Company has designed and put in placeadequate Standard Operating Procedures and Limits of Authority Manuals for conduct of itsbusiness including adherence to Company's policies safeguarding its assets preventionand detection of fraud and errors accuracy and completeness of accounting records andtimely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internalcontrol systems and operational efficiency. The Company uses a system to record data foraccounting and managing information with adequate security procedure and controls.

Disclosure Requirement

Your Company has complied with all the mandatory SEBI Listing Regulations. The Reporton Corporate Governance is enclosed as Annexure "A" to this report. Declarationby the Managing Director is enclosed as Annexure "B" the Management Discussionand Analysis is enclosed as Annexure "C" and Secretarial Audit Report isenclosed as Annexure "E" to this report.

Statutory Auditors

As per section 139 of the Companies Act 2013 and Rules made there under M/s. V.NPurohit & Co. Chartered Accountants New Delhi were appointed as Statutory Auditorsfrom the conclusion of the Thirty Sixth Annual General Meeting till the conclusion of theForty One Annual General Meeting subject to ratification by the members at every AnnualGeneral Meeting. The Board based on the recommendation of the Audit Committee recommendsratification of appointment of M/s. V.N Purohit & Co. as Statutory Auditors of theCompany and to authorize the Board to fix the remuneration for the year 2017-18. TheReport does not contain any qualification reservation or adverse remark or disclaimermade by the Statutory Auditors.

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013:-

Cost Audit

Cost Audit is not applicable on the company as per the Companies Act 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed

Mr. Amit Kumar Practicing Company Secretary as Secretarial Auditor to undertake theSecretarial Audit of the Company. The Secretarial Audit Report for the financial year2017-18 is enclosed as Annexure "E" to this Directors' Report.

Disclosure As Per Section 22 Of The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013:

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted anInternal Complaints Committee for redressal of complaints against sexual harassment. Therewere no complaints/cases filed/pending with the Company during the year.

Number of Complaints Received During the Year - Nil

Employees' Stock Option Scheme

The Company has not provided any Stock Option Scheme to the employees.

Rights Issue of Shares

No Right Issue was made during the financial year 2017-18.

Consolidated financial statements under section 129 of the companies act 2013

Company not required consolidate its accounts.

The Details of Directors or Key Managerial Personnel Who Were Appointed during ThePeriod

S.No. Name Designation Date of Appointment/Cessation Reasons
1. Mr. Harshit Agarwal Additional Director 03/04/2018 Appointment
2. Mr. Paaven Bansal Additional Director 03/04/2018 Appointment

The requisite notices from members alongwith the deposit of requisite amount underSection 160 of the Act proposing the candidature of each of them as Directors have beenreceived by the Company. The Board recommends their respective appointments. Theappointment of these Directors is being placed before the Members for their approval.

Corporate Governance

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance

and fair & transparent practices many of which have already been in place evenbefore they were mandated by the law of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the Company. Further the company for best corporate practices complied withVarious Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and a report in this respect attached as Annexure "A"

Particulars of Employees and Related Disclosures

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year: Not Applicable as no remuneration waspaid to any Director during the financial year under review.

ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NotApplicable as the Company has not paid any remuneration to Directors during the financialyear under review. Further there is no increase in the remuneration of CFO and CompanySecretary and Compliance officer of the Company during the year.

iii) The percentage increase in the median remuneration of employees in the financialyear: Not Applicable

iv) The number of permanent employees on the rolls of company: 3

v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Nil

vi) the key parameters for any variable component of remuneration availed by thedirectors: Nil

vii) affirmation that the remuneration is as per the remuneration policy of thecompany: It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL) RULES 2014

There is no directors/employees in the Company for which disclosure have to be madeunder the provisions of Rule 5 (2) & (3) of the Companies (Appointment andRemuneration or Managerial Personnel) Rules 2014.

A. Details of Top ten employees in terms of remuneration drawn:

Name & Designati on Age (in Yea rs) Remunerati on Received Nature of Employmen t Qualificati on & Experience Date of comme ncemen t of Employ ment Last Employ ment % of Equity Share held Whet her relate d to Direct or or Mana ger
Mr. Vijay Company Secretary 25 246289 Whole Time Company Secretary 04.09.20 17 Avtar Instalm ents Private Limited Nil No
Mr. Pankaj Kumar Sharma Accounts Head 39 225624 Whole Time Graduation Nil No
*Ms. Payal Saxena Company Secretary 27 96104 Whole Time Company Secretary 04.05.20 17 Nil No
*Mr. Vikrant Singh Tomar Accounta nt 27 46083 Whole Time B.COM 01.04.20 16 Nil No
Ms. Pooja Tyagi Company Secretary Trainee 27 30000 Whole Time B.COM Company Secretary (Final Passed) 28.07.20 17 Nil No

*Resigned during the year.

Note:

B. Details of other employees under aforesaid Rules:

Nil.

C. Statement showing the name of every employee of the company who

a. if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees;

- None

b. if employed for a part of the financial year was in receipt of remuneration for anypart of that year at a rate which in the aggregate was not less than eight lakh andfifty thousand rupees per month;

- None

c. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

- None

Conservation Of Energy/Technology Absorption/Foreign Exchange Earnings And Outgo

A. Conservation of Energy

Company has limited scope for undertaking energy conservation exercises butnevertheless continues to emphasize work practices that result in conservation of energy.At the offices of your Company special emphasis is placed on installation ofenergy-efficient lighting devices use of natural light as best as possible and adoptionof effective procedures for conservation of electricity water paper and other materialsthat consume natural resources.

B. Technology Absorption

Company did not absorb any new Technology during the financial year.

C. Foreign Exchange and Outgo:

There was no foreign exchange inflow or Outflow during the year under review.

Environment and Safety

The company conducts various promotional activities related to Safety Health &Environment during National safety week Road safety week & Fire service day. Quiz& poster contest live demonstration of fire fighting techniques domestic &household safety for the students of neighbouring schools employees children and peopleresiding in surrounding community are taken up during those days.

As part of the safety performances following parameters were considered:

• Health & Safety Management systems

• Workers participation in Health & Safety

• Health & Safety Training

• Work Permit tag out & lock out systems

• Internal & External Safety auditing review process

• Promotion of safety & health at work place

• Community awareness programs

• Safety of the contract workers Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanation obtained by us your Directors make the following statements in terms ofprovisions of Section 134 (5) of the Companies Act 2013 and hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation material departures;

(b) the directors have 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 have 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;

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

Acknowledgements

Your Directors wish to place on record their appreciation for the dedicationcommitment and contribution of all stakeholders and employees of your Company.

For and on behalf of the Board
Kotia Enterprises Limited
Sd/- Sd/-
Place: New Delhi Ankit Agarwal Khushboo Agarwal
Date: 30.08.2018 Managing Director Director
DIN: 05254327 DIN: 06792261