Your Directors hereby present their 55th Annual Report on the business and operations together with the Audited
Accounts of the Company for the year ended March 31,2025.
SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Total Revenue
|
8760.23
|
7681.02
|
|
Total Expenses
|
10377.05
|
3648.57
|
|
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax
|
(1729.59)
|
4057.33
|
|
Depreciation
|
112.77
|
24.88
|
|
Interest
|
-
|
-
|
|
Profit/(Loss) before Exceptional Item and Tax
|
(1616.82)
|
4032.45
|
|
Exceptional Items(net)
|
-
|
-
|
|
Profit/(Loss) before Tax
|
(1616.82)
|
4032.45
|
|
Tax Expenses
|
-
|
863.13
|
|
Profit/(Loss)for the year
|
(1616.82)
|
3169.32
|
|
Other Comprehensive Income
|
4.07
|
109.96
|
|
Total Comprehensive Income
|
(1612.75)
|
3279.28
|
|
Earnings per share
|
(174)
|
26.27
|
The Company's Profit before Tax for the year ended 31st March 2025 has decreased from Rs. 4032.45 Lakhs to
Rs. (1616.82) lakhs as compared to the previous year. The total income for the year ending 31st March 2025 was
Rs. 8760.23 lakhs as against Rs. 7681.02 lakhs in the previous year.
DIVIDEND
The Board of directors of the company has not
recommended any dividend for the year ended 31st
March, 2025.
PERFORMANCE
The performance of the company during the year under
review is satisfactory and promising. The Board of
directors will thrive to improve the performance during
the current year.
The performance of each segment is provided in the
segment-wise revenue and results section of the
financial statement3s.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year, under review Company has started to
do business in publishing or media business-Industrial
Economist. In addition, during the year the company
has opened Kicker’s footwear showroom in Chennai
and Qatar.
PROSPECTS
Due to diversification to other businesses, it is expected
that the company will register better performance
during the coming year.
SHARE CAPITAL:
|
Share Capital
|
31.03.2025
|
31.03.2024
|
|
(Amount in INR)
|
|
a) Authorized Share
Capital
15,00,00,000 Equity
Shares of Rs.5/- each
|
75,00,00,000
|
25,00,00,000
|
|
b) Issued, Subscribed
and fully Paid-up
Share Capital
9,27,18,105 Equity
shares of Rs.5 each
|
46,35,90,525
|
6,24,19,425
|
The company has increased the authorized share
capital from Rs. 25 crores to Rs. 75 crores. The
company has issued shares by way of preferential
issue to Promoter and Non-Promoters for 3.00.00.000
shares on 31.08.2024 and 3,52,00,000 on 20.01.2025
and 1,50,34,220 on 27.03.2025 during the year under
review.
TRANSFER TO RESERVES
Your company has not transferred any amount to the
reserves for the year ended 31st March, 2025 in the
absence of profit.
MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE:
In terms of provisions of Regulation 34 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
(hereinafter referred to as Listing Regulations) the
Management Discussion and Analysis Report is
appended as Annexure I to this report.
PARTICULARS OF EMPLOYEES:
The details of remuneration of Directors and Employees
in accordance with the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as
Annexure II to this report.
During the year under review, no employees, whether
employed for the whole or part of the year, were drawing
remuneration exceeding the limits as laid down u/s
Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. A statement showing the median remuneration
and other details along with remuneration of top ten
employees who were in receipt of remuneration as
prescribed under the Rules form part of this report and
will be provided to any member on a written request to
the Company Secretary.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Change in Board Constitution and KMP
i) Mr. Pradip D Kothari, Chairman and Director,
resigned from his directorship on 18.02.2025
and Mr. Rafiq Ahmed was re-designated as the
Executive Chairman and Managing Director.
ii) Mr. Dilip Machado, Independent Director completed
his tenure of directorship w.e.f 30.03.2025.
iii) Mr. Velayutham Anburaj, was appointed as the
additional director cum Independent Director
w.e.f 24.01.2025 and subsequently appointed as
Independent director in the extra ordinary general
meeting held on 15.02.2025.
B) Details with regards to meeting of Board of Directors during the year of the Company
(i) Composition of the Board of Directors as on 31-03-2025 is mentioned below:
|
Name of the Director
|
Designation
|
Category
|
|
Mr. J Rafiq Ahmed
|
Executive Chairman & Managing Director
|
Executive Director
|
|
Mr. D Gunasekaran
|
Director
|
Independent Director
|
|
Mr. Velayutham Anburaj
|
Director
|
Independent Director
|
|
Mrs.Thoopjlamudu Arulpathy
Rajalaxmi
|
Director
|
Non-executive Non-Independent
Director
|
(ii) Board meeting:
During the year 11 Board Meetings were held,
the details of which are given in the Corporate
Governance Report. The intervening gap between
two meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.
Details in respect of frauds:
During the year under review, the statutory auditors
have not reported to the Audit Committee under section
143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers
or employees, the details of which would need to be
mentioned in the Board Report.
Declaration by Independent Directors:
The Company has received necessary declaration
from each Independent Director of the Company
under Section149(7) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations,
2015 that the Independent Directors of the Company
continues to meet the criteria of their Independence laid
down in Section 149(6) and continue to be included
in the Data Bank maintained by the Indian Institute
of Corporate Affairs and the Online proficiency self¬
assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.
A policy on familiarization program for Independent
Directors has also been adopted by the Company and
is put up on the website of the company www.kotharis.
in. All new Independent Directors (IDs) included in the
Board are presented with an overview of the Company’s
business operations, products, organization structures
and about the Board Constitutions and its procedures.
During the year under review, the Independent Directors
met on 29.07.2024, 10.12.2024 and 31.03.2025.
Policy on Directors’ Appointment and Remuneration:
The Policy of the Company on Director’s Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of
director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by the
Board, is posted on the website of the Company www.
kotharis.in. We affirm that the Remuneration paid to the
director is as per the terms laid out in the said policy.
KEY MANAGERIAL PERSONNEL:
The following are Key Managerial Personnel:
Mr. J Rafiq Ahmed, Executive Chairman and Managing
Director
Mr. Anil Kumar Padhiali, Company Secretary and
Compliance officer
Mr. Hari Kishore Arikati, Chief financial officer
COMPOSITION OF BOARD’S COMMITTEES:
Currently, the Board has three Committees: The
Audit Committee, the Nomination and Remuneration
Committee, and the Stakeholder’s Relationship
Committee. All Committees are appropriately
constituted. Details of the All Committees are listed in
the Corporate Governance Report.
BOARD EVALUATION:
Annual evaluation of the performance of the Board, its
Committees and of individual directors has been made,
pursuant to the section 134(3) of the Companies Act,
2013.
The Nomination and Remuneration Committee (“NRC”)
reviewed the annual performance of the individual
Directors.
In a separate meeting of Independent Directors,
performance of non-Independent Directors,
performance of the Board as a whole was evaluated.
VIGIL MECHANISM:
The Company has established a mechanism for
Director’s and employees to report their concerns
relating to fraud, malpractice or any other activity or
event which is against the interest of the Company. The
Whistle Blower Policy is in place. Employees can report
to the Management concerned unethical behaviour,
act or suspected fraud or violation of the Company’s
Code of Conduct Policy. No Employee has been denied
access to the Audit Committee. The Vigil Mechanism
policy of the company is available on our website www.
kotharis.in.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Prevention of
Insider Trading with a view to regulating trading in
securities by the Promoters, Directors and Designated
Persons of the Company. The Code requires pre¬
clearance for dealing in the Company’s shares and
prohibits the purchase or sale of Company’s shares by
the Promoters, Directors and the Designated Persons
while in possession of unpublished price sensitive
information in relation to the Company and during the
period when the Trading Window is closed.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provision of Section 135 of the Companies
Act, 2013, all companies having a net worth of
Rs.500 crore or more, or a turnover of Rs.1,000 crore
or more or a net profit of Rs.5 crore or more during
any financial year are required to constitute a CSR
committee and hence our Company does not meet the
criteria as mentioned above, hence the Company has
not constituted any Corporate Social Responsibility
Committee and the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013 AND
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:
The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act 2013. All the employees (permanent,
Contractual, temporary, Trainees) are covered under
this policy. Company has constituted the internal
complaint committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013. During the year under review, no
complaints were received falling under the category of
Sexual Harassment of Women.
* Number of sexual harassment complaints received- 0
* Number of complaints disposed of-0
* Number of cases pending for more than 90 days-0
Compliance with Maternity Benefit Act 1961:
The company has complied with the provisions of
Maternity Benefit Act 1961, including all applicable
amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits
as provided under Maternity Benefit Act 1961
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company engaged the
services of M/s. Santosh Senapati & Co., Company
Secretary in practice, Chennai to conduct the Secretarial
Audit of the Company for the 12 months’ period ended
on 31st March, 2025. The Secretarial Audit Report (in
Form MR-3) is attached as Annexure-III to this Report.
Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:
|
Observations by Secretarial Auditor
|
Management Reply
|
|
1) The total promoter and Promoter group
shareholding is not fully Dematerialized as per
Regulations 31 (2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
|
The company was suspended since 2000, due to suspension,
some of the Promoter and Promoter group did not dematerialize
their shares. Now the Company’s shares are trading in the
market and the date of revocation is 28.03.2024. The Board
of Directors has informed the promoter and promoter group
except M/s. Saloman Investment Limited to dematerialize
their shares. M/s. Saloman Investment Limited is a defunct
company. Date of defunct is 24.02.2007. Except M/s. Saloman
Investment Limited, remaining Promoter and Promoter group
will convert their physical shares to demat.
|
STATUTORY AUDITORS AND AUDITORS REPORT:
The Board of Directors of the Company, in their
meeting held on 31 st August, 2023, recommended
the appointment of M/s. RAY & RAY., Chartered
Accountants, Chennai (FRN:301072E) as statutory
auditors of the Company to hold office from the
conclusion of the 53rd AGM till the conclusion of the
Annual General Meeting to be held in the year 2028. At
the 53rd Annual General Meeting of the company held
on 30th September 2023, M/s. RAY & RAY, Chartered
Accountants were appointed as Statutory Auditors of
the company to hold office till the conclusion of the
Annual General Meeting to be held in the year 2028.
The Independent Auditors’ Report on the accounts
for the financial year ended 31st March 2025 contain
qualification remarks.
Comments of the Board on the qualification/reservation/
adverse remarks/disclosure made:
|
Observations by Auditor
|
Management Reply
|
|
1) During the year, the Company has sold its land
and plant and machinery located in its factory
in Ennore to Coromandel International Limited
for Rs. 48,95,00,000 and Rs. 1,33,00,000
respectively. We were informed that the sale
registration is still pending with the Sub Registrar
office for assessment of market value for stamp
duty purposes. Subject to this, the Company has
computed capital gains on the sale consideration
as per the sale deed. Pending the final order of
the SRO, we are unable to comment on the
correctness of the computation of the capital
gains in line with the relevant provisions of the
Income Tax Act 1961. To this extent, the provision
for income tax may undergo revision depending
on the outcome of the order of the competent
authority against the writ petition.The Company
plans to seek a valuation from the Income Tax
Valuation Officer and pursue further steps,
including appeals, if required.
|
The Company has sold its land and plant and machinery located
in its factory in Ennore to Coromandel International Limited for
Rs. 48,95,00,000 and Rs. 1,33,00,000 respectively. The sale
registration is still pending with the Sub Registrar office for
assessment of market value for stamp duty purposes. Subject
to this, the Company has computed capital gains on the sale
consideration as per the sale deed. The management is in
the process of filing a writ petition with Madaras high court
disputing the guideline value fixed by the govt of Tamil Nadu.
|
|
2) For the land held by the Company in Gujarat
valued at cost Rs 1,85,174 we are unable to
comment on the title of the Company as sufficient
audit evidence viz sale deed/allotment letter was
not provided. This was also reported by us in the
previous year.
|
The management is actively working to address this
qualification. We believe the impact of this qualification is not
material to the financial statements, as the land in question
continues to be in the possession and control of the Company,
and there are no disputes or claims challenging the Company’s
ownership. The valuation of the land at Rs. 1,85,174 is based
on historical cost, and no impairment indicators have been
identified. The sale deed/allotment letter for the land could not
be provided during the audit due to ongoing administrative
processes with the relevant authorities in Gujarat to obtain
the necessary documentation. The land was acquired several
years ago, and the original documents are in the process of
being retrieved or re-issued by the concerned government
department. The Company is in regular communication with
the authorities to expedite this process and expects to resolve
this matter in the near future.
|
|
3) Year-end direct balance confirmation in
respect of trade receivables Rs. 4,13,85,015,
trade payables Rs. 3,39,58,473, vendor advances
Rs. 7,19,50,858, advances from customers
Rs. 1,63,37,105 and other advances/deposits
Rs. 26,32,927 have not been provided for our
verification. In the absence of such confirmations,
we are unable to ascertain any consequential
effect of the above in the financial results for the
year.
|
The management believes that the impact of this qualification
is not material to the financial statements. The balances in
question are recorded based on the Company’s books of
accounts, which are maintained in accordance with applicable
accounting standards and reconciled regularly. There are no
known disputes or discrepancies with the counterparties
that would suggest a material misstatement in the reported
figures. The Company faced challenges in obtaining direct
balance confirmations from certain customers, vendors, and
other parties due to logistical constraints, including delayed
responses or non-cooperation from some counterparties,
particularly towards the year-end. Additionally, some of these
balances pertain to a large number of small-value transactions
with multiple parties, making it administratively difficult to
obtain confirmations within the audit timeline.
|
|
4) The Company has recorded its closing
inventory at Rs. 7,18,53,535 as of 31st March
2025. In the absence of stock valuation reports,
a detailed assessment of the valuation’s
correctness and its effect on financial reporting
for FY 2024-25 could not be ascertained.
Further, the Company does not have a system of
identifying and recording non-moving and slow-
moving inventories as a result of which we are
unable to comment on the impact of such items
in the accompanying financial statements.
|
The management believes that the impact of this qualification
is not material to the financial statements. The closing
inventory has been valued in accordance with the Company’s
established accounting policies, which are consistent with
applicable accounting standards. The valuation is based on
internal records, including physical stock counts and cost
computations, which have been reconciled with the books of
accounts. There are no indications of significant discrepancies
that would materially affect the financial results. The stock
valuation reports could not be produced for audit verification
due to an administrative oversight in the documentation
process during the year-end closing. Specifically, the detailed
valuation reports were not compiled in the format required by
the auditors within the audit timeline. This was primarily due
to a transition in the inventory management system during
FY 2024-25, which led to delays in generating the necessary
reports. However, the underlying data supporting the inventory
valuation is maintained in the Company’s records and has
been used to arrive at the reported figures.
|
|
5) Out of the total related party balances of
Rs. 11,63,11,633, sufficient audit evidence
for nature of such transactions by way of loan/
deposit agreements, balance confirmations wasnt
provided for Rs. 4,90,000. Hence, we are unable
to substantiate the correctness and existence of
these loans & advances.
|
The management believes that the impact of this qualification is
not material to the financial statements. The unverified amount
of Rs. 4,90,000 represents a small portion (approximately
1.1%) of the total related party balances. These balances are
recorded based on the Company’s books of accounts, which
are maintained in accordance with applicable accounting
standards and supported by internal documentation, including
board approvals and transaction records. There are no
indications of disputes or irregularities that would suggest a
material misstatement in these balances. The loan/deposit
agreements and balance confirmations for the specified
amount of Rs. 4,90,000 could not be provided during the
audit due to delays in obtaining formal confirmations from the
related parties involved. These transactions primarily involve
short-term advances extended to related entities, and the
documentation process was delayed due to administrative
challenges in coordinating with these parties, particularly
during the year-end closing period. The Company maintains
internal records of these transactions, but formal agreements
and confirmations were not compiled in time for the audit.
|
|
6. Attention is drawn to Note No 41(7)(n),
wherein a subsidy of Rs. 80 lakhs is carried in
the books as receivable from the Government for
which no documentary evidence was produced
to us for verification. Also, the Company has not
made a provision against such balance which
is outstanding for more than 8 years. Hence,
we are unable to comment on its realizability
or otherwise and its accounting treatment in
consonance with Ind AS 20.
|
The management believes that the impact of this qualification
is not material to the overall financial statements. The
subsidy receivable of Rs. 80 lakhs was recognized based
on the Companys eligibility under a government scheme,
supported by initial correspondence with the relevant
government authority at the time of recognition. The
management remains confident in the recoverability of this
amount, as there have been no formal communications from
the government indicating cancellation or rejection of the
subsidy claim. However, due to the prolonged duration of
the receivable, the management acknowledges the need for
further documentation to substantiate its realizability. The
documentary evidence supporting the subsidy receivable
could not be produced during the audit due to challenges in
retrieving updated correspondence or sanction letters from the
concerned government department. The subsidy pertains to a
scheme initiated over 8 years ago, and delays in government
processing, coupled with changes in administrative personnel,
have hindered timely documentation. The Company has not
made a provision against this balance, as it believes the
receivable is still recoverable based on ongoing discussions
with the government authority and the absence of any adverse
notifications. However, the lack of recent documentary
evidence has limited the ability to provide conclusive audit
evidence within the audit timeline.
|
|
7. The proceedings initiated by the Collector of
Nilgiris for repossession of certain plots of land
in Coonoor earmarked for public use has been
challenged by the company on a Write Petition
filed before Madras High Court and the matter
is pending adjudication. Decision, if any, by the
Madras High Court which does not go in favor
of the Company, could give rise to a liability
and consequential loss, which could not be
ascertained at the balance sheet date.
|
The proceedings initiated by the Collector of Nilgiris for
repossession of certain plots of land in Coonoor earmarked
for public use has been challenged by the company on a
Writ Petition filed before Madras High Court and the matter is
pending for adjudication.
|
COST AUDITOR:
Pursuant to notification of Companies (Cost Records and
Audit) Rules, 2014 read with Companies (Cost Records
and Audit) Amendment rules, 2014 the Company does
not fall under the purview of Cost Audit.
PARTICULARS ON CONSERVATION OF ENERGY,
RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
a) Energy Conservation:
i) The steps taken or impact on conservation of
energy- The company has taken efforts to conserve
and optimize the use of energy in the office.
ii) The steps taken by the company for utilizing
alternate sources of energy-NA
iii) The capital investment on energy conservation
equipments- NA
b) Technology absorption :
(i) the efforts made towards technology absorption;
Kothari Industrial Corporation Limited (KICL),
through its Drones & Geospatial Division, has
undertaken significant efforts to absorb advanced
technologies, particularly in geospatial services
and unmanned aerial vehicle (UAV) applications, to
deliver precise, reliable, and professional solutions
across sectors such as agriculture, mining, forestry,
and urban planning.
(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution;
The absorption of drone and geospatial technologies
has yielded significant benefits for KICL, aligning
with the objectives of product improvement, cost
reduction, product development, and import
substitution. These benefits include:
1. Product Improvement:
o The use of drones for precision agriculture, such
as targeted spraying of bio and organic fertilizers,
has improved the quality and effectiveness of
agrochemical applications. For instance, KICL’s
30 new agro-products, including neem-based
and bio-organic inputs, are optimized for drone
and traditional spraying, enhancing agricultural
productivity and addressing pest and disease
challenges.
o Geospatial services like LiDAR and DGPS surveys
have improved the accuracy of mapping and data
collection, enabling high-quality deliverables for
clients in sectors like forestry, mining, and urban
planning.
2. Cost Reduction:
The precision application of agrochemicals using
drones has minimized resource wastage, reducing
pesticide and water usage significantly.
3. Product Development:
o KICL has developed new service offerings through
its drone and geospatial technologies, including
specialized applications like river morphology
analysis, mining surveys, and forest mapping. These
services cater to emerging needs in environmental
management and urban development.
o The launch of 30 new agro-products, including
insecticides, fungicides, and herbicides,
demonstrates product development tailored to
modern farming needs, supported by drone
technology for efficient delivery.
4. Import Substitution:
• By investing in geospatial software, data processing
hardware, and drone-related technologies, KICL has
reduced reliance on imported services for geospatial
and mapping solutions. The establishment of an
RPTO and in-house training programs further
supports local capacity building, minimizing the
need for foreign expertise.
• KICL’s focus on developing indigenous capabilities
in drone technology, such as training certified pilots
and engineers, contributes to import substitution
by fostering self-sufficiency in UAV operations and
maintenance.
(iii) in case of imported technology (imported during
the last three years reckoned from the beginning of
the year under reference) -
a) details of the technology imported;- NA
b) the year of import;- NA
c) whether the technology has been fully absorbed
and if not, areas where absorption has not taken
place, and the reasons thereof;- NA
(iv) the expenditure incurred on Research and
Development- The disclosure pertaining to
Research and Development is not applicable to your
Company.
c) Foreign Exchange Earnings and Outgo:
|
Particulars
|
FY 2024-25
|
|
Foreign Exchange Earnings
Foreign Exchange Outgo
|
Rs. 228578357.73
Rs. 6619958.58
|
|
Particulars
|
FY 2023-24
|
|
Foreign Exchange Earnings
Foreign Exchange Outgo
|
Rs. 5045596
Nil
|
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Directors confirm that: -
a) In the preparation of the Accounts for the Financial
Year ended 31st March 2025 the applicable
accounting standards and schedule III of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time
being in force), have been followed along with the
proper explanation relating to material departure;
b) They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and
loss of the Company for that period.
c) To the best of their knowledge and information,
they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;
d) They have prepared the annual accounts on a going
concern basis. The auditors have expressed an
emphasis of matter on Going Concern in their Audit.
e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls though adequate
are being strengthened on an ongoing basis quite
effective to operate effectively; and
f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company does not have any Subsidiaries or
Associate Company nor does it have Joint Venture
with any entity. Consolidated Financial statements
are not applicable to your Company. During the year,
Kothari Marine International Limited has ceased to be
subsidiary of the company. The policy for determining
the material subsidiaries is available in our website at
www.kotharis.in.
CONSOLIDATION FINANCIAL STATEMENTS:
The Company does not have any subsidiaries as on 31st
march, 2025 and therefore only standalone financial
statements needs to be prepared. Consolidated Financial
statements are not applicable to your Company.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
During the year under review, the Company has not
provided loans, investment and guarantees under the
provisions of the Companies Act, 2013.
RISK MANAGEMENT:
The Company has implemented a risk management
policy including identification therein of elements of risk,
if any, which in the opinion of the Board is adequate.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 92(3) of the Act and
rule 12(1) of the Companies (Management and
Administration) Rules, 2014 (as amended), a copy of
the Annual Return of the Company shall be placed on
the Website of the Company at www.kotharis.in.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions entered into by your
Company had prior approval of the Audit Committee
and the Board of Directors, as required under the
Listing Regulations and the Companies Act 2013.
Subsequently, the Audit Committee and the Board
have also reviewed the Related Party Transactions on
a quarterly basis. Since all Related Party Transactions
entered into by your Company were in the ordinary
course of business and also on an arm’s length basis,
accordingly the particulars of the transactions as
prescribed in Form AOC - 2 is annexed as Annexure-IV.
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to adhere
to all the stipulations laid down in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as
a part of this Annual Report is annexed as Annexure-V.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company complies with all applicable secretarial
standards issued by the Institute of Company
Secretaries of India.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURT:
There are no significant and material orders passed by
the Regulators or Court that would impact the going
concern status of the company.
INTERNAL FINANCIAL CONTROLS:
The Company has a well-placed, proper and adequate
internal control system, which ensures that all assets
are safeguarded and protected and that the transactions
are authorized, recorded and reported correctly. The
Internal Financial Controls with reference to financial
statements as designed and implemented by the
Company are adequate. This has been endorsed by
statutory auditors in their separate report which is
annexed.
CODE OF CONDUCT:
As prescribed under the provisions of Section 149 of
the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
for its Board of Directors and senior management
and employees, the Company has formulated a
comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and
employees to such extent as may be applicable to them
depending upon their roles and responsibilities. The
Code gives guidance and support needed for ethical
conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer
Value, Integrity, one team and Excellence. A copy of the
Code has been uploaded on the Company’s website
www.kotharis.in. The Code has been circulated to
all the Directors and Management Personnel and its
compliance is affirmed by them annually. A declaration
signed by the Company’s Executive Chairman
and Managing Director for the compliance of this
requirement is published in this Report.
INTERNAL AUDITOR:
Mr. Venkateswara Rao, who is an employee and
qualified and experienced Chartered Accountant, as
the Internal Auditor of the Company has carried out
effective internal audit of the operations and accounts
of the company during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
Subsequent to the end of the financial year i.e., 31st
March 2025,
1) The Company has
• has entered into an agreement and is in process
to acquire certain footwear assets from Zaimus
Trends Pvt Ltd for '70 lakhs.
• the Company executed a long-term strategic
business agreement with Zaimus Trends Private
Limited for sourcing, manufacturing, supply, and
brand management of footwear products under the
Company-owned trademarks “Jeetlo”, “Zodiz” and
“Zodiz Kidoz”.
• acquired trademarks “Jeetlo”, “Zodiz” and “Zodiz
Kidoz” from ZyfTex Pvt Ltd, Zaimus International Pvt
Ltd, and Zaimus Trends Pvt Ltd for '11 lakhs.
These developments will strengthen the Company’s
footwear division and enhance its market presence.
2) The Company entered into an agreement to acquire
30% equity stake held by Mr. Rafiq Ahmed in
Phoenix Kothari Footwear Limited. This investment
is considered a material commitment which may
significantly impact the financial position of the
Company in future years.
3) The Company has launched new agro products in
the fertilizer segment. This strategic expansion is
expected to strengthen the Company’s position in
the agri-input market.
4) The company has opened Kicker’s footwear
showroom in Indoor and Noida and opened various
restaurants.
5) Company has entered into Slump sale agreement
with Parveen Roadways to purchase/acquisition
of Sole Proprietor-Parveen Roadways by way of
Slump Sale for a cash consideration of Rs. 24.04
crores.
LISTING:
The Company is listed on The Bombay Stock Exchange
(BSE) and Calcutta Stock Exchange Limited (CSE). The
Company confirms that it has paid listing fees for the
financial year 2025-2026 to BSE Limited and the Company
has not paid listing fees to CSE since 1998.
DEPOSITS:
The Company has not accepted any public deposit during
the year.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate
to Management Discussion and Analysis describing
the Company’s objectives, projections, estimates and
expectations may constitute ‘forward looking statements’
within the meaning of applicable laws and regulations.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.
ACKNOWLEDGEMENT:
Your directors place on records their appreciation of the
valuable support of management, Financial Institutions,
Government authorities, Banks, and Employees and
shareholders. The cooperation and the forbearance of the
members are gratefully acknowledged.
By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED
J RAFIQ AHMED
Executive Chairman &
Place : Chennai Managing Director
Date : 26.08.2025 DIN : 02861341
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