Kothari Products 2009-2010

8/6/2019 Kothari Products 2009-2010

1/137


2/137

1

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

CONTENTS

Board of Directors 2

Founder Chairman 3

CMD Message to the Shareowners 46Notice 78

Directors Report 911

Corporate Governance Report 1219

STANDALONE STATEMENTS:-

Auditors Report 2021

Balance Sheet 22

Profit & Loss Account 23

Schedules to Accounts 2438

Balance Sheet Abstract and

Companys General Business Profile 39

Cash Flow Statement 40

CONSOLIDATED STATEMENTS:-

Auditors Report 41

Balance Sheet 42Profit & Loss Account 43

Schedules to Accounts 4458

Cash Flow Statement 59

Statement u/s 212 of Subsidiaries 60

SUBSIDIARIES:-

Sukhdham Constructions & Developers Ltd.:


Compliance Certificate 6365


Annual Accounts 6873

Arti Web Developers Pvt. Ltd.:

Directors Report 74

Auditors Report 7576Annual Accounts 7782

M.K. Web-Tech Pvt. Ltd.:

Directors Report 83




Kothari Products Singapore Pvt. Ltd.

Directors Report 96

Auditors Report 97


KPL Exports Pvt. Ltd.




IMK Hotels Pvt. Ltd.:






3/137

2

BOARD OF DIRECTORS

Chairman & Managing Director

DEEPAK KOTHARI

Executive Director

MITESH KOTHARI

Directors

DR. AVINASH GUPTA

PRAMOD KUMAR TANDON

VIKAS CHATURVEDI

Company Secretary

RAJ KUMAR GUPTA

AUDITORS

MEHROTRA & MEHROTRA

Chartered Accountants

16/49, Civil Lines,

Kanpur - 208 001

REGISTERED OFFICE &

SECRETARIAL DEPARTMENTPan Parag House, 24/19, The Mall, Kanpur - 208 001.

Visit us on Internet at : http://www.kothariproducts.in

E-mail : [email protected]

Ph. Nos. (0512) 2312171-74, Fax No. (0512) 2312058

INVESTORS GRIEVANCE EMAIL ID

[email protected]

AUDIT COMMITTEE

Chairman

PRAMOD KUMAR TANDON

Members

DEEPAK KOTHARI

DR. AVINASH GUPTA

VIKAS CHATURVEDI

SHAREOWNERS/INVESTORS

GRIEVANCE COMMITTEE

Chairman

PRAMOD KUMAR TANDON

Members

DEEPAK KOTHARI

MITESH KOTHARI

DR. AVINASH GUPTA

REMUNERATION COMMITTEE

Chairman

PRAMOD KUMAR TANDON

Members

DR. AVINASH GUPTA

VIKAS CHATURVEDI


4/137

3

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

M.M. KOTHARI

Our Founder Chairman


5/137

4

From the desk of Chairman & Managing Director

Dear Shareowners,

While I write this message in the year 2010, I am also looking into the retrospect since the inception of your

company about 27 years back.

It was a humble beginning of small scale manufacturing of mouth freshener in the FMCG sector by the

visionary Shri M.M. Kothari. As years passed by, your company continued to stride forward facing biggest

challenges, competitions and attained the glory where it is today.

This would not have been possible without the sustained toiling, determination and vision of the promoters,

employees and undeterred support of you the co-owners.

The impeccable track record of wealth maximization of the co-owners is the testimony of the dedication & untiring efforts of every

stakeholder be it promoter, shareowner and the employee.

REORGANIZATION Growth perspective

Your company registered a sustained growth and in this journey it grew many folds, to ensure proper governance and efficientmanagement of such a large set up and looking to the synergies and segments, re-organization of its activities was imminent. Consequently

with your approval the manufacturing & certain divisions were hived off into a separate legal entity in the year 2008 09.

THINKING AHEAD

Looking to the global economic scenario and the existing business opportunities in most buoyant and vibrant sectors of the economy

your company has ventured into the international trade, real estate and investment sectors

International Trade


6/137

5

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

Your Company has successfully diversified into the Import & Export of various products/ commodities, minerals, metals and petroleum

products. It is also pursuing the business of International Trade through its Foreign and Domestic Subsidiary Companies vigorously

and profitably.

Real Estate Ventures

Your Company with its subsidiaries and strategic partners has successfully embarked upon an ambitious business plan to invest in the

real estate sector in the country to reap the rich dividends from the most buoyant sector of the economy.

The Company and its subsidiaries and partners have undertaken projects of development having ample space in retail, commercial

service / hospitality and residential sectors at various places in the country.

Investment in Securities

Kothari Products Ltd., being a profit making company has invested its surplus funds in the stocks and mutual funds besides subscribing

to the share capital of subsidiary and associate companies.

Through all what I have said hereinbefore, more than three decades experience has made it possible for us to withstand in the mos

adverse conditions and continue on the path of sustained growth.

The greatest contribution in this journey of success has been that of our people who have stayed with us for such a long time with

dedication and extreme hard work that enabled us to withstand in difficulties and adversities.

HR INITIATIVESYour company is quite aware and sensitive about the importance of Human Resource under its umbrella and treats it as the mos

intelligent raw material in the business cycle.

It draws inspiration from the age old concepts of home building, territory possessiveness, courtship rituals and herd mentality found

with the varied severity among animals and humans.


7/137

6

Theory of Geese

Your company relies upon various behavioral patterns / models of modern day behavioral science and compares its human resource

with that of V Shape Geese formation. It believes in inculcating the theory of sharing a common goal, travelling on a thrust of one

another, staying in the formation showing solidarity, adaptability, sharing of leadership, encouragement to each other and sense of

belongingness.

We atKothari strongly believe that wisdom and lessons in life sometimes can be learnt and acquired by observations, be it man,

animal, bird or for that matter nature itself.

Work Environment

Our Motto : A few motivated are far better than thousands humiliated

The company lays great emphasis on creating a conducive, well defined work environment along with the unambiguous hierarchy

patterns in all its business activities.

We practice most modern behavioral techniques / principles for motivation, development, growth and equal opportunities to our

employees. We believe in embedding the traits of co-existence, tolerance, team-spirit, support and belongingness.

The company takes into its fold the families of the employees for their welfare, informal interaction among the families which is

encouraged through various excursions and get-togethers periodically to maintain the cordial and warm relations among its employees

to make the Group as Kothari Family.

Conclusion

I would like to thank all our stakeholders especially the shareowners for their continued confidence reposed in the Management team,

business partners and employees for their dedication and hard work evident from the financial results and record breaking dividend

declaration.

I assure you that The Best is yet to come !!

With Warm Regards,

Deepak Kothari

Chairman & Managing Director 29th May, 2010


8/137

7

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

NOTICE :

Notice is hereby given that the Twenty Sixth Annual General Meeting of the Members of Kothari Products Limited, will be held on

Tuesday, the 21st September, 2010 at "Little Chef", Civil Lines, Kanpur at 11.30 A.M., to transact the following business:

ORDINARY BUSINESS :

1) To consider and adopt the Audited Balance Sheet of the Company as at 31stMarch, 2010 and the Profit & Loss Account for thefinancial year ended on that date and the Reports of the Directors and Auditors thereon.

2) To declare a dividend for the aforesaid financial year.

3) To appoint a Director in place of Sri Vikas Chaturvedi, who retires by rotation and being eligible, offers himself for re-appointment

4) To re-appoint M/s.Mehrotra & Mehrotra, Chartered Accountants, retiring Auditors, as Auditors of the Company and to

authorise the Board of Directors of the Company to fix their remuneration.

SPECIAL BUSINESS :

5) To consider and if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution :-

RESOLVED THAT in supersession of the Ordinary Resolution passed in 25 th AGM of the Company held on 24th September

2009 the consent of the Company be and is hereby accorded Under Section 293(1)(a) and all other applicable provisions of the

Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), to the Board ofDirectors (hereinafter referred to as the Board) to mortgage and/or charge, in addition to the mortgage(s)/charge(s) created/to

be created by the Company, in such form and manner and with such ranking and at such time and on such terms and conditions

as the Board may determine, subject to maximum amount of Rs.750 Crores of charges outstanding at any time, on all or any of

the movable and/or immovable property(ies) of the company, both present and future of every nature & kind whatsoever

together with the powers to take over the management of the business and concern of the Company, in certain events of defaults,

in favour of lenders for securing the borrowing availed/to be availed by the Company by way of loans and securities issued by the

Company together with interest at the respective agreed rates, additional interest, all other costs, charges and expenses and al

other monies payable by the Company in respect of said loans/borrowings/debentures/other securities and containing such

specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed

to between Board of Directors and the Lender(s)/Agent(s) and Trustee(s).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby

authorized to finalise, settle and execute such documents/deeds/writings/papers/ agreements as may be required and to do al

such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any

question, difficulty or doubt that may arise in regard to creating mortgages/charges as aforesaid.

By Order of the BoardRegd. Off : forKOTHARI PRODUCTS LIMITEDPAN PARAG HOUSE24/19, THE MALL, KANPUR- 208 001

Sd/

(RAJ KUMAR GUPTA

DATE : 29th May, 2010 Company Secretary


9/137

8

NOTES :1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.2. Proxies, in order to be effective should be completed, stamped and signed and must be deposited at the Registered Office of the Company not

less than 48 hours before the commencement of the meeting.3. The Register of Members of the Company shall remain closed from Tuesday, the 14th September, 2010 to Tuesday, 21stSeptember, 2010 (both

days inclusive).

4. The Dividend for the year ended 31st

March, 2010 as recommended by the Board, if approved by the members, will be paid to the physicalmembers whose names appear in the Companys Register of Members on 13th September, 2010. In respect of shares held in electronic form,the dividend will be payable on the basis of their beneficial ownership as at the end of aforesaid date as per details furnished by NationalSecurities Depository Ltd. and Central Depository Services (India) Ltd. for this purpose.

5. THE MEMBERS HOLDING PHYSICAL SHARES ARE, IN THEIR OWN INTEREST, ADVISED TO SEND IMMEDIATELY REQUESTSFOR CHANGE OF ADDRESS AND BANK PARTICULARS, IF ANY, TO OUR REGISTRAR i.e. ALANKIT ASSIGNMENTS LTD.,CORPORATE OFFICE, ALANKIT HOUSE, 2E/21, JHANDEWALAN EXTENSION, NEW DELHI 110 055, PHONE NOS. (011)23541234 / 42541234 & FAX NOS. (011) 42541967 / 23552001. HOWEVER, THE MEMBERS HOLDING DEMAT SHARES ARE

ADVISED TO IMMEDIATELY INTIMATE THE CHANGE OF ADDRESS AND BANK DETAILS TO THEIR CONCERNEDDEPOSITORY PARTICIPANTS.

6. Those Members who have not encashed/received their Dividend warrants for the financial years 2002-03 onwards may approach the SecretarialDepartment at the Registered Office of the Company for revalidation of Dividend Warrants or for obtaining duplicate Dividend Warrants inlieu of the lost warrants.

7. Members are hereby also informed that Dividends which remain unclaimed/unencashed for a period of 7 years, from the date of transfer to theunpaid Dividend Accounts, have to be transferred by the Company u/s 205A to the Investors Education & Protection Fund (IEPF) constituted

by the Central Government u/s 205C of the Companies Act, 1956. Further, under the amended provisions of Sec.205B of the Companies Act,1956, no claim shall lie for the unclaimed Dividend from IEPF by the Shareowners.The unpaid Dividend amount relating to the Financial Years 1994 -95, 1995-96, 1996-97, 1997-98, 1998-2000 (Interim),1998-2000 (Final), 2000-01 & 2001-02 have been transferred to the aforesaid Investor Education & Protection Fund.MEMBERS ARE AGAIN ADVISED TO NOTE THAT THE UNPAID DIVIDEND AMOUNT RELATING TO FINANCIAL YEAR 2002-03 WILL BE TRANSFERRED TO THE INVESTOR EDUCATION & PROTECTION FUND, AS PER THE PROVISIONS OF SEC.205A(5) OF THE COMPANIES ACT, 1956 IN DECEMBER, 2010. FURTHER, NO CLAIM SHALL LIE, IN RESPECT OF THE AFORESAIDDIVIDEND TRANSFERRED TO THE FUND, EITHER AGAINST THE COMPANY/ITS OFFICERS OR AGAINST THEGOVERNMENT.

8. Members desirous of getting any information at the meeting about the accounts and operations of the company are requested to send their queryat the Registered office well in advance so that the same may reach the office atleast seven days before the date of the meeting to enable themanagement to keep the information required readily available at the meeting.

9. Section 109A of the Companies Act, 1956 has extended nomination facility to individuals holding shares in Companies. Shareowners, inparticular, those holding shares as sole holder are advised to avail of the above facility in their own interest, by furnishing to the Company theparticulars of their nominations. The prescribed application form may be obtained by the Shareowners from the Companys Secretarial

Department at its Registered Office.10. Members are requested to bring their copies of Annual Report at the meeting. Please note that no gifts will be distributed at the meeting.

EXPLANATORY STATEMENT PURSUANT TO SEC 173(2) OF THE COMPANIES ACT, 1956 : -ITEM NO. 5In the 25th AGM held on 24th September, 2009 the Company had authorized Board of Directors to create charge/mortgage in respect of theborrowings excercised subject to Rs.500 Crores.In order to meet the enhanced capital requirements for the diversified business operations the Company needs to borrow frequently from Banks by

way of various credit facilities. The borrowing by the Company, in general, is required to be secured by mortgage or charge on all or any of themovable and/or immovable property(ies) of the Company in such form, manner and ranking as may be determined by the concerned Banks. TheBoard of Directors of the Company has decided to increase the aforesaid limit of Rs.500 Crores to Rs.750 Crores.The mortgage and/or charge on any of the movable and/or immovable property(ies) and/or the whole or any part of the undertaking(s) of theCompany, to secure borrowings of the Company with a power to the charge holders to take over the management of the business and concern of theCompany in certain events of default, may be regarded as disposal of the Companys undertaking(s) within the meaning of Section 293(1) (a) of theCompanies Act, 1956. Hence, it is necessary for the members to pass an ordinary resolution under the said section for the aforesaid increase of limit.The Board of Directors accordingly recommend the resolution set out in item no.5 of the accompanying notice for the approval of the members.None of the Directors is in any way concerned or interested in the passing of the said Resolution.

By Order of the BoardRegd. Off : forKOTHARI PRODUCTS LIMITEDPAN PARAG HOUSE24/19, THE MALL, KANPUR- 208 001

Sd/-(RAJ KUMAR GUPTA)

DATE : 29th May, 2010 Company Secretary


10/137

9

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

DIRECTORS REPORT

TO THE MEMBERS:

The Board of Directors of your Company presents herewith its 26th Annual Report and Audited Accounts for the financial year ended31st March, 2010. The report also includes the Management discussion and Analysis Report in accordance with the guidelines oCorporate Governance.

FINANCIAL PERFORMANCE :

(RS. IN LACS

FINANCIAL FINANCIAL

YEAR ENDED YEAR ENDED

31.03.2010 31.03.2009

Net Sales : 34872 9654Other Income 8307 1561Profit before Depreciation & Taxation 8280 1271Less : Depreciation 121 160Provision for Taxation :

-Current Tax 1450 165-Deferred Tax 24 10-Tax Adjustments for earlier years 1 (-) 238Profit after Tax 6684 1174

Add : Balance of Profit brought forwardfrom previous year 16333 16065

Profit available for appropriation 23018 17239

APPROPRIATIONS

Transfer to General Reserve 668 130Proposed Dividend 1327 663

Additional Tax on Proposed Dividend 220 113Balance of Profit carried forward 20803 16333

23018 17239

2010 IN RETROSPECT :

Your Directors are to report that the Companys sales turnover during the year under review has been Rs.34872 Lacs as againstRs.9654 Lacs during the previous financial year. The Profit before tax during the year has zoomed to Rs.8280 Lacs as against Rs.1271Lacs in the previous year. The Profit after Tax has also similarly zoomed to Rs.6684 Lacs as against Rs.1174 Lacs in the previous year.

INTERNATIONAL BUSINESS :

The Companys exports during the year under review has increased to Rs.23262 Lacs as compared to Rs.5367 Lacs during the

previous year.

DIVIDEND RECOMMENDED :

Your Directors recommend a dividend of 200% (Rs.20/- per Equity share of Rs.10/- each) for the financial year ended 31st March2010 subject to approval of Shareowners in ensuing Annual General Meeting, absorbing Rs.1547 Lacs (Approx) including additionatax on dividend. The aforesaid Dividend is tax free in the hands of the Shareowners.

SUBSIDIARIES :

The Company has six subsidiaries namely Sukhdham Constructions & Developers Ltd., Arti Web-Developers Pvt. Ltd., MK WebTech Pvt. Ltd., KPL Exports Pvt. Ltd. & IMK Hotels Pvt. Ltd. as its wholly owned subsidiary Companies and Kothari ProductSingapore Pvt. Ltd. as its subsidiary Company. In accordance with section 212 of the Companies Act, 1956, the detailed accounts andthe Directors Reports of the aforesaid subsidiary companies form part of this annual report.


11/137

10

DIRECTORS :

Sri Vikas Chaturvedi, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Further, Sri M.M. Kothari, Chairman has resigned w.e.f. 30 th January, 2010 owing to his poor healthand Sri Deepak Kothari, Managing Director of the Company has been re-designated as Chairman & Managing Director from theaforesaid date.

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 & U.P. Stock Exchange Association Ltd., Kanpur.

CORPORATE GOVERNANCE CODE:

The report on the Corporate Governance Code as required under clause 49 of the Listing Agreement is included in this AnnualReport under a separate section.

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Sec.217 (2AA) introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates thatare 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 yearand of the profit of the company for the year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT :

The information, as required under clause 49 of the Listing Agreement, is as under :-

a) INDUSTRY STRUCTURE AND DEVELOPMENTS :

The Company has focused on seizing the business opportunities in the most buoyant and vibrant sectors of the economy such asInternational Trade and Real Estate. The Company has emerged as a strong market player in the aforesaid sectors & also therevenue in the said sectors has increased substantially this year. Both the above sectors have proved very profitable for theCompany.

b) OPPORTUNITIES & THREATS/RISKS & CONCERNS :

The opportunities for the International Trade & Real Estate Industries are immense. Thus the future of the Company appears tobe bright. However, the Industry may face the risk of facing a ban on the import/export of any item by the Central/StateGovernments.

c) FINANCIAL PERFORMANCE :

The Companys sales have increased to Rs.34872 Lacs during the period under review as against Rs.9654 Lacs during theprevious financial year. The profit before tax during the year has similarly risen to Rs.8280 Lacs as against Rs.1271 Lacs in theprevious year. The profit after tax has similarly increased to Rs.6684 Lacs as against Rs.1174 Lacs during the previous financial

year. Profitability of the Company has zoomed mainly due to International Trade & Real Estate activities. The segmentwisefinancial performance of the Company has been mentioned in the Notes on Accounts being part of this Annual Report.

d) OUTLOOK:

In view of the aforesaid business ventures, the outlook of the company seems to be very bright.e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has Internal Control procedures commensurate with the size of the Company and the nature of its business for theimport & export of commodities, minerals etc. purchase of Assets and with regard to the sale of goods.

f) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT :

These aspects have been covered in detail in the CMD Message to the shareowners in the beginning of this Annual Report. Ason 31st March, 2010 the Company had 48 employees.


12/137

11

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

AUDITORS AND AUDITORS REPORT :

M/s Mehrotra & Mehrotra, Auditors retiring at the ensuing Annual General Meeting having furnished the requisite certificate undesection 224(1B) of The Companies Act, 1956, are eligible for re -appointment.

There are no qualifications or adverse remarks in the Auditors Report which need explanation in the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is asunder:-

[A] CONSERVATION OF ENERGY :

a) Energy Conservation Measures taken :

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy. No such investmenis proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption.

These measures have led to consumption of energy more economically.

d) Form A is not applicable to the company.

[B] TECHNOLOGY ABSORPTION :

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, noR & D department exists in the company.

[C] FOREIGN EXCHANGE EARNINGS AND OUTGO :

(a) Activities relating to exports; } The Companys trading items are being initiatives taken to increase } exported directly as well as through Merchant exports; Development of new export } Exporters to Singapore & China. The Company ismarkets for Trading Items and Export Plans } making continuous & vigorous efforts to increase

} its exports to the existing and new export markets.

(RS. IN LACS

CURRENT YEAR PREVIOUS YEAR

(b) Earnings in Foreign Exchange 23262 5367(c) Expenditure in Foreign Currency 6 5(d) Imports of goods for Trading 21593 2570(e) Purchase of Fixed Assets 0 78

INDUSTRIAL RELATIONS :

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES :

The particulars of employees who were in receipt of remuneration as specified in Sec.217(2A) of the Companies Act, 1956 read withThe Companies (Particulars of Employees) Rules, 1975 as amended, is Nil.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued co-operation and support extended by various Governmen

Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made by the employees.

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

For and on behalf of the Board

Sd/- Sd/- PLACE : KANPUR (DEEPAK KOTHARI) (MITESH KOTHARIDATE : 29th May, 2010 Chairman & Managing Director Executive Director


13/137

12

REPORT ON CORPORATE GOVERNANCE

COMPANYS PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Companys philosophy on Corporate Governance comprises of the objective of attainment of highest level of transparency,

accountability and equity, in all facets of its operations. The Company firmly believes in and continues to practice good Corporate

Governance. During the year the Company has further fine-tuned its corporate practices so as to bring them in line with the revised

clause 49 of the Listing Agreements.

BOARD OF DIRECTORS

COMPOSITION

The Board of Directors of the Company comprises of two Executive & Non-Independent Directors and three Non-Executive &

Independent Directors as on 31st March 2010, in line with the stipulations laid by the Listing Agreement. The Non -executive

Directors are drawn from amongst persons with varied experience in Business & Industry. The Board presently has an Executive

Chairman & Managing Director, an Executive Director and three Non-Executive Directors. Its composition as on 31st March, 2010

was as under:-

Name of the No. of Outside No. of Membership, Executive/Non- Designation

Directors Directorships Chairmanship in Executive/

Other Board Independent/

Committees : Promoter

Sri Deepak Kothari 51 2 Executive & Chairman & Managing Director

Non-independent

(Promoter)

Sri Mitesh Kothari 44 1 Do- Executive Director

Dr. Avinash Gupta 4 3 Independent & Director

Non-executive

Director

Sri Pramod Kumar Tandon 8 3 Do- Director

Sri Vikas Chaturvedi 1 2 Do- Director

Attendance of Each Director at the Board Meetings and Last Annual General Meeting

Name No. of Board No. of Board Attendance

Meetings Held Meetings Attended At Last A.G.M.

Sri M.M. Kothari 8 1 Absent

Sri Deepak Kothari 8 7 Present

Sri Mitesh Kothari 8 8 Present

Dr. Avinash Gupta 8 Nil Absent

Sri Pramod Kumar Tandon 8 8 Present

Sri Vikas Chaturvedi 8 8 Present


14/137

13

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

NO. OF MEETINGS HELD DURING THE YEAR & DATES

During the financial year 2009-10 eight Board Meetings were held. The dates on which the said Meetings were held are given below :

25th April, 2009, 27th June, 2009, 30th July, 2009, 22nd August, 2009, 27th October, 2009, 30th January, 2010, 16th February, 2010

& 11th March, 2010.

AUDIT COMMITTEE

The composition of the Audit Committee of the Company as on 31 st March, 2010 was as under:-

Sl. Name of Directors Designation Executive/ No. of Meetings Attendance

No. Non-Executive/ Held during of each

Independent the year Director

1. Sri Pramod Kumar Tandon Chairman Independent & Non-Executive 4 4

2. Dr. Avinash Gupta Vice Chairman Independent & Non-Executive 4 Nil

3. Sri Deepak Kothari Member Executive & Non-Independent 4 4

4. Sri Vikas Chaturvedi Member Independent & Non-Executive 4 4

Shri Anurag Tandon, Auditor & Shri Rajeev Porwal, G.M. (Finance) are the permanent invitees and the Company Secretary Mr. Raj

Kumar Gupta is the Secretary of the Committee.

The role and terms of reference of the Audit Committee covers the areas mentioned under revised clause 49 of the Listing Agreement

and Section 292-A of the Companies Act, 1956, besides other terms as may be referred by the Board of Directors, which broadly

include :

The Audit Committee is to oversee the Companys financial reporting process and disclosure of its financial information, to recommend

the appointment of Statutory Auditors and fixation of their fees, to review and discuss with the Auditors about internal contro

systems, the scope of Audit including the observations of the Auditors, adequacy of the internal audit system, major accounting

policies, practices and entries, compliances with accounting standards and Listing Agreement entered into with the Stock Exchange

and other legal requirements concerning financial statements and related party transactions, if any, to review the Companys financial

and risk management policies and discuss with the Internal Auditors any significant findings for follow-up thereon, to review the

Quarterly, Half Yearly and Annual financial statements before they are submitted to the Board of Directors.

The Committee also meets the operating management personnel and reviews the operations, new initiatives and performance of the

business units. Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and taken note ofREMUNERATION POLICY

The Company has two whole time Directors on its Board whose appointment, terms thereof as well as remuneration have been

approved by the Members in the General Meetings and also by the remuneration committee of Directors, pursuant to the provisions

of Schedule XIII to the Companies Act, 1956. Further the Company has three Non -Executive Directors whose remuneration i

decided by the Board of Directors and Members approval for the same has been obtained in the 19 th Annual General Meeting

pursuant to amended clause 49 of the Listing Agreement. The details of Directors Remuneration paid during the year to all the

Directors is as under:-

Name of Mr. M.M. Mr. Deepak Mr. Mitesh Dr. Avinash Mr. Pramod Kumar Mr. Vikas

Director Kothari Kothari Kothari Gupta Tandon Chaturvedi

Salary 1000000 1080000 900000

Perquisites 349333 999322 913888

Commission

Sitting Fees Nil 8000 8000


15/137

14

SHAREOWNERS'/INVESTORS' GRIEVANCE COMMITTEE

The Shareowners/Investors Grievance Committee has been constituted to take care of matters relating to redressal of Shareowners/

investors complaints, to recommend measures to improve the level of investors services and simultaneously to expedite the process of

Share Transfers. The Committee also approves requests for Share Transfers/Issue of Duplicate Share Certificates/Issue of new

certificates on split, consolidation, renewal etc; as also requests for transmission of shares etc.. Members of the Committee as on

31st March, 2010 were Sri Pramod Kumar Tandon (Chairman), Sri Deepak Kothari, Sri Mitesh Kothari & Dr.Avinash Gupta.

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent/issues resolved usually

within 15 days except in case of dispute over facts or other legal constraints.

Name of the Non-executive Director heading : Sri Pramod Kumar Tandon

the Committee

Name & Designation of Compliance Officer : Sri Raj Kumar Gupta,

Company Secretary

No. of Shareowners Letters/complaints received : 2

During the financial year

No. of Letters/Complaints not replied/solved to the : All the Letters/Complaints received

Satisfaction of the Shareowners by the Company have been

replied/solved to the satisfaction

of the complainants.

No.of pending transfers : All valid requests for share transfer received during the financialyear have been acted upon.

SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

Only Dr.Avinash Gupta, holds 500 shares in the Company. No other Non Executive Director holds any shares in the Company.

REMUNERATION COMMITTEE

The Company has set-up remuneration committee, pursuant to the provisions of Schedule XIII to the Companies Act, 1956 & clause

49 of the Listing Agreement, which consists of three Non-Executive Directors as on 31stMarch, 2010 viz. Sri Pramod KumarTandon

as its Chairman, Sri Vikas Chaturvedi & Dr.Avinash Gupta as its Members. The committee has been constituted to approve the

remuneration of the Executive Directors of the company. The present remuneration of the Executive Directors of the company has

been approved by the remuneration committee.

GENERAL BODY MEETINGSVenue, Date & Time where last 3 AGMs were held

Meeting Date Time Venue

25TH AGM 24.09.2009 11.30 A.M. LITTLE CHEF, CIVIL LINES, KANPUR

24TH AGM 18.09.2008 11.30 A.M. LITTLE CHEF, CIVIL LINES, KANPUR

23RD AGM 21.09.2007 11.30 A.M. LITTLE CHEF, CIVIL LINES, KANPUR

Details of Special Resolution(s) passed in the previous 3 Annual General Meetings :-

Annual General Meeting No. of Special Resolutions

25TH 1

24TH 123RD 1

At the 25 th Annual General Meeting held on September 24th, 2009, one Special Resolution was passed pertaining to the re-appointmentof the Chairman of the Company. The resolution was put to vote by show of hands and was passed unanimously.

At the 24 th Annual General Meeting held on September 18th, 2008, one Special Resolution was passed pertaining to the re-appointmentof the Chairman of the Company. The resolution was put to vote by show of hands and was passed unanimously.

At the 23 rd Annual General Meeting held on September 21st, 2007, one Special Resolution was passed pertaining to the re-appointmentof the Chairman of the Company. The resolution was put to vote by show of hands and was passed unanimously.


16/137

15

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

DETAILS OF RESOLUTIONS PASSED THROUGH POSTAL BALLOT

During the year under review no Special Resolution was passed through Postal Ballot.

EXTRA ORDINARY GENERAL MEETING

During the year under review no Extra Ordinary General Meeting of the Company was held.

DISCLOSURES

During the financial year 2009-10, the company had no materially significant related party transactions which may have potentia

conflict with the interests of the company at large.

Whistle Blower Policy:- Every employee of the Company has been given the right to approach the audit committee if he observes

an unethical or improper practice (not necessarily a violation of law), without necessarily informing his supervisor. Further, no

personnel of the Company has been denied access to the audit committee.

There has neither been any non-compliances nor penalties, strictures imposed on the Company by the Stock Exchanges, SEBI o

any other statutory authority, on any matter relating to the capital markets, during the last three years.

No accounting treatment has been done which is different from the prescribed Accounting Standards.

MEANS OF COMMUNICATION

i. Quarterly, Half yearly & Annual results are normally : Business Standard (All Editions),

Published in following newspapers. Dainik Jagran & Hindustan, Kanpur Editions

ii. Any website, where displayed : Annual Financial Results are displayed on Companys

website, i.e. http://www//kothariproducts.in

iii. Whether it also displays official News : Yes, In addition to Audited Financial Results, Details

Releases and presentations made to regarding Board of Director(s), businesses etc. of the

Institutional investors/analysts. Company and any changes therein are displayed.

iv. Whether Management Discussion and : Yes

Analysis Report is a part of Annual Report


17/137

16

REGISTRAR AND TRANSFER AGENTS AND SHARE TRANSFER SYSTEM

The Company has appointed following Registrar & Transfer Agent for physical & demat work both, from 1 st May, 2007; All

Shareowners may contact the Registrar and Transfer Agents at the following address :-

Alankit Assignments Ltd.

Corporate Office Alankit House 2E/21 Jhandewalan Extension, New Delhi 110 055

Telephone Nos. (011)23541234 & 42541234

Fax Nos. (011) 42541967 & 23552001, E-mail : [email protected]

NAME OF DIRECTOR Sri Vikas Chaturvedi

DATE OF BIRTH 05.07.1963

DATE OF APPOINTMENT 15.09.2006

QUALIFICATIONS Bsc.

EXPERTISE IN SPECIFIC He has rich business experience

FUNCTIONAL AREAS

DIRECTORSHIP HELD IN Shree Dataware Pvt. Ltd.

OTHER COMPANIES

COMMITTEE POSITION Nil

HELD IN OTHER COMPANIES

GENERAL SHAREHOLDER INFORMATION

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT IN THE FORTHCOMING ANNUAL GENERALMEETING

(in pursuance of clause 49(VI) (A) of the Listing Agreement)

ANNUAL GENERAL MEETING

Date : Tuesday, 21st September, 2010

Time : 11.30 A.M.

Venue : Little Chef, Civil Lines, Kanpur

Financial Calendar : 1st April to 31st March

Dates of Book Closure : 14th September, 2010 to 21stSeptember, 2010 (Both days inclusive)

Dividend Payment Date : On or before 20th October, 2010.

Stock Exchanges where the shares are listed : U.P. Stock Exchange Association Ltd., Kanpur, Bombay Stock

Exchange Ltd., Mumbai & National Stock Exchange of India Ltd.,

Mumbai. Stock Code : 530299 on Bombay Stock Exchange, Kothari

Pro-Series-EQ. : National Stock Exchange of India Ltd.

MARKET PRICE DATA : HIGH & LOW DURING THE LAST FINANCIAL YEAR (NSE)

MONTH HIGH (Amount in Rs.) LOW (Amount in Rs.)

APRIL 2009 215 150MAY 2009 295 184

JUNE 2009 354 242

JULY 2009 311 205

AUGUST 2009 345 276

SEPTEMBER 2009 347 305

OCTOBER 2009 334 295

NOVEMBER 2009 325 282

DECEMBER 2009 389 309

JANUARY 2010 496 336

FEBRUARY 2010 460 366

MARCH 2010 430 386


18/137

17

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

No. of Equity shares held No. of Shareowners No. of Shares held in % of Equity Capital held in

No. of % of Physical Demat Physical Demat

Shareowners Shareowners form form form form

1 - 500 5311 96.406 50434 287588 0.760 4.336501 - 1000 93 1.688 6600 61514 0.100 0.9271001 - 5000 68 1.234 7100 134688 0.107 2.0315001 - 10000 9 0.163 0 51013 0 0.76910001- 20000 10 0.182 12143 139746 0.183 2.10720001- 30000 4 0.073 28700 84342 0.433 1.27230001 - 40000 1 0.018 0 32853 0 0.49540001 - 50000 0 0 0 0 0 050001 - 100000 3 0.054 0 265900 0 4.009100001- 500000 7 0.127 1439577 646084 21.707 9.742500001 - Above 3 0.055 2094413 1289275 31.582 19.440

Total 5509 100.000 3638967 2993003 54.872 45.128

DISTRIBUTION OF SHAREHOLDING

The Shareholding distribution of equity shares as on 31st March, 2010 is given below :

DEMATERIALISATION OF SHARES AND LIQUIDITY

Nearly 45.13% of total Equity Share Capital is held in dematerialised form with NSDL and CDSL as on 31 stMarch, 2010. ISINNo. is INE823A01017 of NSDL & CDSL. The Companys shares are regularly traded at Bombay Stock Exchange Ltd. &National Stock Exchange of India Ltd., Mumbai.

PLANT LOCATIONS

Since the Company is engaged in the business of International Trade and Real Estate Activities hence it has no plants.

CATEGORY NO. OF SHARES HELD % OF HOLDING

PROMOTERS & PROMOTER GROUP 4973978 75.000

INDIAN PUBLIC - INDIVIDUALS 947037 14.280

INDIAN PUBLIC - CORPORATE BODIES 706901 10.659

FIIs 4054 0.061

TOTAL 6631970 100.00

Shareholding Pattern of the Company as on 31st March, 2010 :

ADDRESS FOR CORRESPONDENCE

1. Shareowners having any queries regarding Dividend Warrants & Annual Reports should send their correspondence to :The Share DepartmentKOTHARI PRODUCTS LTD.PAN PARAG HOUSE24/19, The Mall, KANPUR- 208 001 (U.P.)

PHONE NOS. 0512-2312171-74 FAX NO. 0512-2312058 E-mail- [email protected]

2. Physical Shareowners should send their requests for Share Transfers, Change of Address/Bank Details etc., if any, to oufollowing Registrar & Share Transfer Agent :-

Alankit Assignments Ltd.Corporate OfficeAlankit House2E/21 Jhandewalan Extension, New Delhi- 110 055

PHONE NOS. (011)23541234 & 42541234 FAX NO. (011)42541967 & 23552001E-mail- [email protected]

3. Shareowners holding shares in electronic mode should address all their correspondence relating to change of address, changeof Bank details etc. to their respective Depository Participants.


19/137

18

DECLARATION BY CHIEF EXECUTIVE OFFICER

I, Deepak Kothari, Chairman & Managing Director of Kothari Products Ltd. hereby declare that all the Board Members and Senior

managerial personnel have affirmed, for the year ended 31stMarch, 2010, compliance with the code of conduct of the Company laid

down for them.

Place : KANPUR (Deepak Kothari)

Date : 29th May, 2010 Chairman &

Managing Director

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Kothari Products Limited

We have examined the compliance of conditions of Corporate Governance by Kothari Products Limited, for the year ended on31st March, 2010 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited

to a review of the procedures and implementation thereof adopted by the Company for ensuring the compliance with the conditions

of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the

Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated

in the aforesaid clause of the Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India we state that no investor grievances are

pending for a period exceeding one month against the Company as per the records maintained by the Shareowners/Investors

Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

ForMEHROTRA & MEHROTRA

CHARTERED ACCOUNTANTS

Sd/-

PLACE : KANPUR (ANURAG TANDON)

DATE : 29th May, 2010 PARTNER


20/137

19

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

CERTIFICATE BY C.E.O. AND C.F.O.

We, Deepak Kothari, Chairman & Managing Director and Rajeev Porwal, G.M. (Finance) of Kothari Products Ltd., certify:-

1. That we have reviewed the financial statements and the cash flow statement for the year ended 31stMarch, 2010 and that to thebest of our knowledge and belief;

these statements do not contain any materially untrue statement nor omit any material fact nor contain statements tha

might be misleading and

these statements present a true and fair view of the Companys affairs and are in compliance with the existing accounting

standards, applicable laws and regulations.

2. That there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which ar

fraudulent, illegal or violative of the Companys code of conduct;

3. That we accept responsibility for establishing and maintaining internal controls, we have evaluated the effectiveness of theinternal control systems of the Company and we have disclosed to the auditors and the audit committee, deficiencies in the design

or operation of internal controls, if any, of which we are aware and the steps that we have taken or propose to take to rectify the

identified deficiencies and

4. That we have informed the auditors and the audit committee of :

i. significant changes in internal control during the year; if any.

ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financia

statements, if any and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an

employee having a significant role in the Companys internal control system.

(Deepak Kothari) (Rajeev Porwal

Chairman & Managing Director G.M. (Finance

Place : Kanpur

Date : 29th May, 2010


21/137

20

REPORT OF THE AUDITORS TO THE MEMBERS

1. We have audited the attached Balance Sheet of Kothari Products Limited as at 31stMarch, 2010, Profit & Loss Account for the year ended on

that date and the Cash Flow Statement for the year ended on that date annexed hereto, which are in agreement with the books of accounts.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of

Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered

appropriate and the information and explanations given to us during the course of our audit, we report that, in our opinion :-

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) According to the information and explanations given to us, these fixed assets have been physically verified by the management

during the year and no material discrepancies were noticed on such verification.

(c) The disposal of fixed assets has been done in the normal course of business and it has not affected the going concern.

(ii) (a) The stock of finished goods, semi-finished goods, raw material, stores & perfumes and traded items have been physically verified by

the management at the end of the year. In our opinion, the frequency of verification is reasonable.(b) The procedures of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of

the company and the nature of its business.

(c) The company is maintaining proper records of inventory and the discrepancies noticed on physical verification, which were not

material, have been properly dealt with in the books of account.

(iii) (a) The Company has given loans to its five wholly owned subsidiary companies. In respect of these loans the maximum amount

outstanding during the year ware Rs.6997.45 lac and year end balances were 5118.95 lac.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms & conditions of

the loan given by the company , are not prima facie prejudicial to the interest of the company.

(c) The principal amounts are repayable on demand and there is no repayment schedule. The interest is payable on demand.

(d) In respect of the said loans. The same are repayable on demand and therefore the question of overdue amounts does not arise. In

respect of interest, wherever applicable, there are no overdue amounts.

(e) The Company has not taken any loans, secured or unsecured from companies, firm or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

(f) Not Applicable to the Company.

(g) Not Applicable to the Company.

(iv) There is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase

of stocks and fixed assets, for the sale of goods and services. During the course of our audit, we have not observed any continuing failure

to correct major weaknesses in internal control system.

(v) (a) To the best of our knowledge and according to the information and explanations given to us, the contracts or arrangements that

need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered;

(b) Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant

time;

(vi) The company has not accepted any deposits from the public. Therefore, reporting under clause 4(vi) of the Companies (Auditors Report)

Order, 2003 is not applicable to the company.

(vii) The company has integrated Internal Control cum audit system which involves reasonable internal audit which is considered by us to be

commensurate with size and nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209

of the Companies Act, 1956 for the products manufactured by the Company.

(ix) (a) The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection

Fund, Employees State Insurance, Income-tax, Sales tax / Value Added Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty,

Cess and any other statutory dues with the appropriate authorities.


22/137

21

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income-tax

Wealth-tax, Service-tax, Sales-tax / Value Added Tax, Custom duty, Excise Duty and Cess as at 31st March, 2010 which were

outstanding for a period of more than six months from the date they became payable.

(c) According tothe information & explanations given to us, details of dues of Income-tax which have not been deposited on account

of any dispute are given below :

STATUTE FINANCIAL YEAR TO WHICH FORUM WHERE MATTER AMT. IN

THE MATTER PERTAINS IS PENDING

Rs. 000

Income Tax 1989-90, 1990-91, 1991-92,1992-93, 1993-94, 1994-95, High Court 103117

1996-97, 2000-01, 2004-05

Block Period ended 18.11.1999

(x) The Company does not have any accumulated losses and it has not incurred cash losses during the financial year during the year and

immediately preceding financial year.

(xi) The Company does not have any dues payable to a financial institution or bank.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

(xiii) The Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, the reporting under Clause 4(xiii) of th

Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly threporting under clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv) The company has given guarantees for loans taken by other from banks and financial institutions or otherwise. According to th

information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to

the interest of the company

(xvi) The Company has not taken any term loans during the year.

(xvii) As per information and explanations given to us, neither short-term funds nor long-term funds have been raised during the year.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the compan

has been noticed or reported during the year.

4. Further to above, we report that:-

i. we have obtained all information and explanations which to the best of our knowledge and belief were necessary for the purpose of ou

audit.

ii. in our opinion, proper books of accounts have been kept by the Company as required by the law, so far as appears from our examination

of those books.

iii. in our opinion, Balance Sheet; the Profit & Loss Account and Cash Flow Statement dealt with by this report comply with th

Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

iv. based on the written representations received from the directors as on 31stMarch, 2010 and taken on records by the Board of Directors

we report that none of the directors is disqualified from being appointed as a director in terms of clause (g) of sub -section (1) of Section

274 of the Companies Act, 1956.

v. in our opinion and to the best of our information and explanations given to us, the said accounts read with Significant Accountin

Policies and Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and

fair view:-

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31

st

March, 2010.(b) in the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date. and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ForMEHROTRA & MEHROTRACHARTERED ACCOUNTANTS

PLACE : KANPUR (ANURAG TANDON)DATE : 29th May, 2010 PARTNER

Membership No. 078862


23/137

22

Schedule As at 31.03.2010 As at 31.03.2009

Nos. (Rupees 000) (Rupees 000)

SOURCES OF FUNDS

Shareowners Fund(a) Share Capital 1 66320 66320

(b) Reserves & Surplus 2 5455738 4942005

Loan Fund

(a) Unsecured Loans 3 78685 0

(b) Deferred Tax Liability 7608 5200

TOTAL 5608351 5013525

APPLICATION OF FUNDS

Fixed Assets 4

(a) Gross Block 162252 144009

(b) Less: Depreciation & Impairment Losses 60897 50589

(c) Net Block 101355 93420

Investments 5 2207431 3756648

Current Assets, Loans & Advances

(a) Inventories 6 12836 4119

(b) Sundry Debtors 7 929560 19760

(c) Cash & Bank Balances 8 992915 420136

(d) Other Current Assets 9 0 722

(e) Loans & Advances 10 2729163 1159507

4664474 1604244

Less: Current Liabilities & Provisions(a) Current Liabilities 11 917191 214028

(b) Provisions 12 447718 226759

1364909 440787

Net Current Assets 3299565 1163457

TOTAL 5608351 5013525

Significant Accounting Policies &

Notes to the Accounts 18

BALANCE SHEET AS AT 31ST MARCH, 2010

As per our report of even date attached hereto. For and on behalf of the Board

For MEHROTRA & MEHROTRA


Place : Kanpur (ANURAG TANDON) (DEEPAK KOTHARI) (MITESH KOTHARI) (RAJ KUMAR GUPTA)

Dated : 29th May, 2010 Partner Chairman & Managing Director Executive Director Company Secretary


24/137

23

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

Schedule For the Year For the Yea

Nos. Ended 31.03.2010 Ended 31.03.2009

(Rupees 000) (Rupees 000

INCOMESales 13 3487165 965430

Increase/Decrease in Stock (+/) 14 0 -13990

Other Income 15 830732 156076

TOTAL 4317897 1107516

EXPENDITURE

Materials Consumed 16 3105594 466437

Excise Duty 0 178001

Manufacturing, Selling, Distribution

and Administrative Expenses 17 384324 336020

Depreciation 12144 15986

TOTAL 3502062 996444

PROFIT BEFORE TAXATION 815835 111072

PROVISION FOR TAXES :

Current Tax 145000 16500

Deferred Tax 2408 1000

Tax Adjustments for Earlier years 25 147433 -23835 -6335

PROFIT AFTER TAXATION 668402 117407

Balance Brought Forward 1633363 1606503

AMOUNT AVAILABLE FOR APPROPRIATION 2301765 1723910

APPROPRIATIONS :Transfer to General Reserve 66840 12956

Proposed Dividend on Equity Shares 132639 66320

Provision for Tax on Proposed Dividend 22030 221509 11271 90547

Balance Carried Forward to Balance Sheet 2080256 1633363

Significant Accounting Policies &

Notes to the Accounts 18

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH, 2010

As per our report of even date attached hereto. For and on behalf of the Board

For MEHROTRA & MEHROTRA


Place : Kanpur (ANURAG TANDON) (DEEPAK KOTHARI) (MITESH KOTHARI) (RAJ KUMAR GUPTA)

Dated : 29th May, 2010 Partner Chairman & Managing Director Executive Director Company Secretary


25/137

24

As at As at

31.03.2010 31.03.2009

(Rupees 000) (Rupees 000)

SCHEDULE : 1

Share Capital

Authorised :11000000 Equity Shares of Rs. 10/- each 110000 110000

Issued, Subscribed and Paid up :

6631970 Equity Shares of Rs. 10/- each fully paid up 66320 66320

(Including 4800000 shares of Rs. 10/- each

allotted as fully paid up Bonus Shares by

Capitalisation of General Reserve.)

Total 66320 66320

SCHEDULE : 2

Reserves & Surplus :

(a) Preference Shares Redemption Reserve 316 316

(b) General Reserve :

As at Commencement of the year 3308326 3958567

Add : Transferred from Profit & Loss Account 66840 12956

Less : Transferred on demerger pursuant to the Scheme of Arrangement 0 3375166 663197 3308326

(c) Profit & Loss Account- As per account annexed 2080256 1633363

Total 5455738 4942005

SCHEDULE : 3

Unsecured Loans :

Bills Discounted from Banks 78685 0

Total 78685 0

SCHEDULE : 4 Fixed Assets :

(Rupees 000)

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As at Additions Transfer As at Upto For the Adjust- As at As at As at

31.03.09 31.03.2010 31.03.2009 Year ments 31.03.2010 31.03.2010 31.03.2009

Freehold Land 26652 0 0 26652 25040 0 0 25040 1612 1612

Building (Office) 27320 0 0 27320 4737 445 0 5182 22138 22583

Building (Factory) 15620 0 0 15620 3131 0 0 3131 12489 12489

Flats 1418 0 0 1418 139 0 0 139 1279 1279

Motor Cars/Scooters 62034 13758 6338 69454 14332 6598 1822 19108 50346 47702

Computers 1338 469 0 1807 498 292 0 790 1017 840

Office Equipment 8352 4112 26 12438 2420 591 14 2997 9441 5932

Temporary Structure 0 4030 0 4030 0 4030 0 4030 0 0

Furniture & Fixture 1275 2238 0 3513 292 188 0 480 3033 983

TOTAL 144009 24607 6364 162252 50589 12144 1836 60897 101355 93420

PREVIOUS YEAR 421995 30018 308004 144009 184628 15986 150025 50589 93420


26/137

25

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

SCHEDULES CONTINUED

Quantity (Nos.) Amount (Rupees 000)

As at As at As at As at

31.03.2010 31.03.2009 31.03.2010 31.03.2009

SCHEDULE : 5

Investments Long Term (At cost) :

(1) Held as on 31.03.2010

A. QUOTED NON TRADE

I. MUTUAL FUNDS :

(Units of Rs. 10/- each, fully paid up)

S.B.I.MAGNUM EQUITY FUND - DIVIDEND 0.000 4500.000 0 488

HDFC CASH MANAGEMENT SAVINGS PLUS - WEEKLY DIVIDEND 15017.922 235715.102 151 2361

RELIANCE DIVERSIFIED POWER SECTOR FUND - DIVIDEND 0.000 395849.400 0 21265

LOTUS INDIA AGILE FUND - DIVIDEND 0.000 4889975.550 0 50000

KOTAK INDO WORLD INFRASTRUCTURE FUND - DIVIDEND 0.000 11000000.000 0 110000

HDFC MID-CAP OPPORTUNITIES FUND - DIVIDEND 0.000 1500000.000 0 15000

BIRLA INFRASTRUCTURE FUND - DIVIDEND 0.000 2689638.728 0 52488

DSP MERRILL LYNCH INDIA T.I.G.E.R. FUND - DIVIDEND 0.000 4500222.699 0 138359

RELIANCE MONEY MANAGER FUND - INSTITUTIONAL OPTION GROWTH 0.000 48306.988 0 57500

RELIGARE ULTRA SHORT TERM FUND - INSTITUTIONAL GROWTH 0.000 2006839.980 0 24000HDFC CASH MANAGEMENT FUND-TREASURY ADVANTAGE

PLAN WHOLESALE-WEEKLY DIVIDEND 9861995.451 0.000 98887 0

HDFC CASH MANAGEMENT FUND-TREASURY ADVANTAGE

PLAN-RETAIL- WEEKLY DIVIDEND 76930.669 0.000 771 0

KOTAK SELECT FOCUS FUND- DIVIDEND 3370464.547 0.000 34463 0

II. EQUITY SHARES, EACH FULLY PAID UP

AIA ENGINEERING LTD. of Rs. 2/- 0 39965 0 12137

APOLLO TYRES LTD. of Re. 1/- 0 58272 0 1145

APTECH LTD. of Rs.10/- 120000 0 22278 0

AXIS BANK LTD. of Rs. 10/- 0 5708 0 3563

BANK OF BARODA of Rs. 10/- 0 20270 0 5128

BHARAT HEAVY ELECTRICALS LTD. of Rs. 10/- 43800 0 110279 0

BHARAT PETROLIUM CORPORATION LTD. of Rs. 10/- 0 12601 0 4387

BHARTI AIRTEL LTD. of Rs. 10/- 0 32381 0 19806BIOCON LTD. of Rs. 5/- 0 35014 0 8058

BLUE STAR LTD. of Rs. 2/- 0 50000 0 2527

CROMPTON GREAVES LTD. of Rs.2/- 0 53336 0 12438

DISHMAN PHARMA & CHEMICAL LTD. of Rs.2/- 0 22306 0 6920

EVEREST KANTO CYLENDAR LTD. of Rs. 2/- 0 32010 0 8384

HCL TECHNOLOGIES LTD. of Rs. 2/- 0 66159 0 7107

GMR INFRASTRUCTURE LTD. of Rs. 2/- 12000 0 878 0

HIMATSINGKA SEIDE LTD. of Rs. 5/- 0 125000 0 15945

ICICI BANK LTD. of Rs. 10/- 0 46668 0 47904

IDFC LTD. of Rs. 10/- 0 33453 0 2380

INFOSYS TECHNOLOGIES LTD. of Rs. 5/- 5000 4902 13946 8967

IPCA LABORATORIES LTD. of Rs. 10/- 0 12576 0 6806

ITC LTD. of Re. 1/- 0 20299 0 0

JAMMU & KASHMIR BANK of Rs. 10/- 0 10597 0 3611

JAIPRAKASH ASSOCIATES LTD. of Rs. 2/- 138000 0 22123 0KEC INTERNATIONAL LTD. of Rs. 10/- 0 15201 0 8840

LARSEN & TOUBRO LTD. of Rs. 2/- 54200 23711 91978 19203

MAHINDRA & MAHINDRA of Rs.5/- 10000 0 5265 0

MPHASIS LTD. oF Rs.10/- 17000 0 11141 0

NHPC LTD. of Rs. 10/- 167396 0 6026 0

PANTALOON RETAIL (I) LTD. of Rs. 2/- 0 36542 0 5811

PATNI COMPUTER SYSTEM LTD. of Rs. 2/- 0 30673 0 3136

PRAJ INDUSTRIES LTD. of Rs. 10/- 0 72040 0 4882


27/137

26

SCHEDULES CONTINUED

Quantity (Nos.) Amount (Rupees 000)

As at As at As at As at

31.03.2010 31.03.2009 31.03.2010 31.03.2009

SCHEDULE : 5

RELIANCE CAPITAL LTD. of Rs. 10/- 3000 20495 2745 15864

RELIANCE COMMUNICATION LTD. of Rs. 5/- 74519 204487 47068 87429

RELIANCE INDUSTRIES LTD. of Rs. 10/- 700000 619000 504309 649772

RELIANCE INFRASTRUCTURE LTD. of Rs. 10/- 15000 0 17018 0

RELIANCE PETROLEUM LTD. of Rs. 10/- 0 400000 0 35421

RELIANCE POWER LTD. of Rs. 10/- 0 16000 0 3758

SHOPPERS STOP LTD. of Rs. 10/- 13779 13779 3279 3279

SIEMENS LTD. of Rs. 2/- 0 21293 0 0

STATE BANK OF INDIA of Rs. 10/- 10156 32591 20781 36954

STERLITE INDUSTRIES (INDIA) LTD. of Rs. 2/- 0 92931 0 86179

SUN PHARMACEUTICALS INDUSTRIES LTD. of Rs. 5/- 0 7698 0 6711

SUZLON ENERGY LTD. of Rs. 2/- 108835 105222 11656 8784

TATA STEEL LTD. of Rs. 10/- 0 18623 0 2835

TATA MOTORS LTD. of Rs. 10/- 10000 0 7433 0

TCS LTD. of Re. 1/- 12000 16500 9477 13336

THERMAX LTD. of Rs. 2/- 0 0 0 0

UFLEX INDUSTRIES LTD. of Rs. 10/- 508726 508726 53160 53160

UNITECH LTD. of Rs. 10/- 75000 0 8187 0

UNITED BEWERIES LTD. of Re. 1/- 0 151258 0 7699

UNITED PHOSPHOROUS LTD. of Rs. 2/- 0 85490 0 13559

ZEE ENTERTAINMENT LTD. of Re. 1/- 0 58641 0 12458

ZEE NEWS LTD. of Re. 1/- 0 160449 0 6884

III. DEBENTURES & BONDS :

6.6 % TAX FREE UTI ARS BONDS of Rs. 100/- each. 0 218834 0 21883

0 % Redeemable, Non-convertible Debentures of DSP Merrill Lynch

of Rs. 100000/- each. 980 980 98000 98000

Aggregate Cost TOTAL (A) 1201299 1854511

Aggregate Market Value 1389278 1686196

B. UNQUOTED

I. NON TRADE

(a) Capital Contribution in India Growth Fund 48088 46588

(b) Application Money for Shares & Units of Mutual Fund 663842 1615342

II. TRADE

(a) Investments in Equity Shares of wholly owned subsidiary Companies, each Fully paid up

ARTI WEB DEVELOPERS PRIVATE LTD. of Rs.10/- 10000 10000 100 100

IMK HOTELS PRIVATE LTD. of Rs. 10/- 250000 250000 30100 30100

M.K. WEB TECH PRIVATE LTD. of Rs. 10/- 250000 250000 19000 19000

KPL EXPORTS PRIVATE LTD. of Rs. 10/- 50000 50000 500 500

SUKHDHAM CONSTRUCTIONS & DEVELOPERS LIMITED of Rs.10/- 100000 100000 1000 1000

(b) Investments in Equity Shares of other subsidiary Companies, each Fully paid up

KOTHARI PRODUCTS SINGAPORE PTE. LTD. Of SGD 1/- 1000000 1000000 31450 31450

(c) Investments in Equity Shares of other Companies, each Fully paid up

BHOJESWAR REALTORS PRIVATE LTD. of Rs.10/- 10000 10000 100 100

HARA PARVATI REALTORS PVT. LTD. of Rs. 10/- 12750 0 128 0

REAL GRIHA NIRMAN PRIVATE LTD. of Rs.10/- 10000 10000 100 100

SHUBHADRA REALTORS PRIVATE LTD. of Rs.10/- 10000 10000 100 100

SANKHYA REALTORS PRIVATE LTD. of Rs.10/- 10000 10000 100 100

SPPL HOTELS PRIVATE LTD. of Rs.10/- 127500 229500 1275 2295

TAURUS AGILE TECHNOLOGY CORPORATION PRIVATE LTD. of Rs.10/- 1650000 1650000 100007 100007

(d) Investment in Preference Shares of other companies

.001% Optionally Convertible Redeemable Preference Shares

of SPPL Hotels Pvt Ltd. of Rs.10/- 802486 1106701 76670 55355

.001% Optionally Convertible Redeemable Preference Shares

of HARA PARVATI REALTORS Pvt Ltd. of Rs.10/- 707880 0 33572 0

TOTAL (B) 1006132 1902137

TOTAL (A+B) 2207431 3756648


28/137

27

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

I. Equity Shares, each fully paid up

ADANI ENTERPRISES LTD. of Re.1/- 90000 37942 42638

APTECH LTD. of Rs.10/- 42500 7010 7510

BANK OF INDIA of Rs. 10/- 15000 4894 527

BHARAT HEAVY ELECTRICALS LTD. of Rs. 10/- 4650 9975 1054

BHARTI AIRTEL LTD. of Rs.5/- 46180 18501 14629

CASTROL (INDIA) LTD. of Rs.10/- 14000 7892 873

CENTURY TEXTILE & INDUSTRIES LTD. oF Rs. 10/- 142000 65942 7322

CUMMINS INDIA LTD. of Rs.2/- 15000 5045 605

DEEPAK FERTILISER & PETRO. CORPORATION of Rs.10/- 49000 5095 5325

DEWAN HOUSING FINANCE CORPORATION LTD. of Rs.10/- 35652 4655 7218

DISHMAN PHARMA & CHEMICALS LTD. of Rs.2/- 36131 3784 9630

DIVIS LABORATORIES LTD. of Rs.2/- 18823 9040 1260

FINANCIAL TECHNOLOGIES LTD. of Rs.2/- 3400 5008 495

GAMMON INDIA LTD. of Rs.2/- 37301 4748 6204

GEODESIC INFORMATION SYSTEMS LTD. of Rs.2/- 83011 9125 11148HINDALCO INDUSTRIES LTD. of Re.1/- 200000 24704 2769

HINDUSTAN CONSTRUCTION COMPANY LTD. of Re.1/- 113881 12153 17254

HINDUSTAN DORR OLIVER LTD. of Rs.2/- 19000 1859 2020

HT MEDIA LTD. of Rs.2/- 89747 8689 1325

INDIABULLS FINANCIAL SERVICES LTD. of Rs.2/- 81116 12884 11088

INDIABULLS REAL ESTATE LTD. of Rs.2/- 50521 8686 13418

INDIA INFOLINE LTD. of Rs.2/- 48813 6223 6508

INFOSYS TECHNOLOGIES LTD. of Rs.5/- 3177 4860 6619

IRB INFRASTRUCTURE & DEVELOPERS LTD. of Rs.10/- 58271 6037 8355

ITC LTD. of Re.1/- 45165 8988 1115

J & K BANK LTD. of Rs.10/- 12339 5318 7126

JINDAL STEEL & POWER LTD. of Re.1/- 20500 13040 13864

MAHINDRA & MAHINDRA LTD. of Rs.5/- 20000 20683 20935

MIND TREE LTD. of Rs.10/- 11261 5925 7730MUNDRA PORT & SEZ LTD. of Rs.10/- 18000 11158 12669

NAGARJUN CONSTRUCTIONS LTD. of Rs.2/- 32814 4483 5609

PARSVNATH DEVELOPERS LTD. of Rs.10/- 66866 8440 8384

PETRONET LNG LTD. of Rs.10/- 140183 9837 1070

PUNJAB NATIONAL BANK of Rs. 10/- 31000 24748 26619

PANTALOON RETAIL DVR ORDINARY of Rs. 2/- 31998 6216 7568

RAIN COMMODITIES LTD. of Rs.10/- 60000 9462 10364

RELIANCE CAPITAL LTD. of Rs.10/- 10638 9646 9458

RELIANCE COMMUNICATION LTD. of Rs.5/- 42975 10037 7472

RELIANCE INFRASTRUCTURE LTD. of Rs.10/- 12097 12482 13716

SHREE RENUKA SUGAR LTD. of Re.1/- 80000 11268 11614

SIEMENS LTD. of Rs.2/- 25000 15060 16260

SINTEX INDUSTRIES LTD. of Rs.2/- 46500 10437 1163

STERLITE INDUSTRIES LTD. of Re.1/- 39646 26959 32638

SUN PHARMACEUTCALS INDUSTRIES LTD. of Rs.5/- 5032 5745 6886

SUZLON ENERGY LTD. of Rs.2/- 69043 6827 6244

TATA MOTORS LTD. of Rs.10/- 15100 8496 9340

TATA MOTORS LTD. (DVR) of Rs. 10/- 20651 10432 10085

TATA STEEL LTD. of Rs.10/- 37500 17969 1957

TCS LTD. of Re.1/- 16500 0 9248

ULTRATECH CEMENT LTD. of Rs.10/- 40402 34760 36240

UNITED BREWERIES LTD. of Re.1/- 49817 10086 13834

SCHEDULES CONTINUED

For the year ended 31.03.2010

Quantity Purchase Sale

SCHEDULE : 5 Nos. (Rupees 000) (Rupees 000)

(2) Purchased & Sold during the Financial Year :


29/137

28

WYETH LTD. of Rs.10/- 17550 11257 12608

ZEE ENTERTAINMENT LTD. of Re.1/- 17407 1989 3709

ZEE NEWS LTD. of Re. 1/- 53598 2419 3375

II. Units of Rs. 10/- each, fully paid up

RELIGARE BUSINESS LEADER FUND-DIVIDEND 2542987.141 26002 26444

RELIANCE REGULAR SAVINGS FUND-EQUITY--DIVIDEND 898505.927 16411 16880

BIRLA SUNLIFE FRONTLINE EQUITY FUND -PLAN-A-DIVIDEND 1603810.718 34963 33036

ICICI PRUDENTIAL DISCOVERY FUND-DIVIDEND 1261829.653 20000 21309

SBNPP SMILE- DIVIDEND 938288.423 13500 12332

SBNPP CAPEX OPPURTUNITIES- DIVIDEND 989819.005 14000 14190

HDFC TOP 200 FUND - DIVIDEND 241487.563 10000 10239

HDFC EQUITY FUND - DIVIDEND 259625.620 10000 10113

DSP BLACKROCK INDIA T.I.G.E.R FUND - REGULAR PLAN-DIVIDEND 595425.072 9000 9491

RELIANCE DIVERSIFIED POWER SECTOR FUND - RETAIL-DIVIDEND 28910.154 734 1198

BIRLA SUNLIFE INFRASTRUCTURE FUND - PLAN -A-DIVIDEND-REINVESTMENT 244735.099 2690 2915

PRINCIPAL LARGE CAP FUND - GROWTH PLAN 620471.015 13700 13814

RELIGARE ULTRA SHORT TERM FUND-INSTITUTIONAL- GROWTH 7086889.906 86311 86594

RELIGARE ULTRA SHORT TERM FUND - REGULAR- GROWTH 2132690.869 26132 26164

RELIANCE MONEY MANAGER FUND - INSTITUTIONAL-GROWTH 677970.861 835782 838413

RELIANCE MONEY MANAGER FUND - RETAIL-GROWTH 19335.277 23502 23543

HDFC CASH MANAGEMENT FUND-TREASURY ADVANTAGE -

RETAILS -WEEKLY DIVIDEND 4172927.119 41830 41845


WHOLESALE -WEEKLY DIVIDEND 6248700.721 62624 62650


RETAILS- GROWTH 289795.567 5741 5790

IDFC MONEY MANAGER FUND-TREASURY PLAN -WEEKLY DIVIDEND 12147718.419 121854 121823

IDFC MONEY MANAGER FUND-INSTITUTIONAL PLAN B -

WEEKLY DIVIDEND 2398344.010 24036 24025

IDFC MONEY MANAGER FUND-INSTITUTIONAL PLAN A-

WEEKLY DIVIDEND 365718.307 3665 3663BIRLA SUNLIFE SAVINGS FUND-INSTITUTIONAL-GROWTH 2063935.871 34949 34963

BIRLA SUNLIFE SAVINGS FUND-RETAIL-GROWTH 1975500.176 33036 33217

KOTAK FLOATER LONG TERM -GROWTH 9316848.448 131775 132337

ICICI PRUDENTIAL FLEXIBLE INCOME PLAN PREMIUM GROWTH 1277555.428 21309 21453

SBNPP ULTRA ST FUND RETAIL- GROWTH 2221486.163 26522 26678

HDFC CASH MANAGEMENT FUND- TREASURY-ADVANTAGE PLAN -

RETAIL -GROWTH 163997.975 32151 32278

PRINCIPAL ULTRA SHORT TERM FUND -GROWTH 1196052.870 13814 13891

LICMF- SAVINGS PLUS FUND-GROWTH 11868276.098 170000 170095

SCHEDULES CONTINUEDFor the year ended 31.03.2010

Quantity Purchase Sale

SCHEDULE : 5 Nos. (Rupees 000) (Rupees 000)

As at As at

31.03.2010 31.03.2009

(Rupees 000) (Rupees 000)

SCHEDULE : 6

Inventories (At cost or Net realisable Value whichever is lower)

Trading Items 12836 4119

Total 12836 4119


30/137

29

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

SCHEDULE : 8

Cash & Bank Balances :

(a) Cash in hand 8869 8099

(b) Balances with Scheduled Banks

(i) In Current Accounts & EEFC Account 273178 51306

(ii) In Unclaimed Dividend Accounts 2142 2159

(iii) In Fixed Deposits 708726 984046 358572 412037

(Including interest accrued but not due)

Total 992915 420136

SCHEDULE : 9

Other Current Assets :

Interest Accrued on Investments

Aceured and due 0 722

Total 0 722

SCHEDULE : 10Loans and Advances - (Unsecured, Considered Good)(a) Security Deposits 893 1092(b) Advances recoverable in cash or in kind or for value to be received or pending adjustments 1927634 397838(c) Due from wholly owned subsidiary Companies :

(i) Arti Web Developers Pvt. Ltd. 102187 101985(Maximum amount due during the year Rs. 1021.87 Lacs (P. Y. Rs. 1019.85 Lacs))

(ii) Sukhdham Construction & Developers Ltd. 228940 229507(Maximum amount due during the year Rs. 2424.38 Lacs (P. Y. Rs. 2295.07 Lacs))

(iii) M.K. Web-Tech Pvt. Ltd. 125762 137509(Maximum amount due during the year Rs. 1375.09 Lacs (P. Y. Rs.1595.51 Lacs))

(iv) KPL Exports Pvt. Ltd. 0 119404(Maximum amount due during the year Rs. 1626.05 Lacs (P. Y. Rs. 4400.02 Lacs))

(v) IMK Hotels Pvt. Ltd. 55006 1(Maximum amount due during the year Rs.550.06 Lacs (P. Y. Rs. 0.02 Lac))

(d) Pan Parag India Ltd. 0 22151(Maximum amount due during the year Rs. 221.52 Lacs (P. Y. Rs. 1415.47 Lacs))

(e) Deposit with Income Tax Department 288741 150020

Total 2729163 1159507

SCHEDULE : 11Current Liabilities:(a) Sundry Creditors 913285 57421(b) Due to Directors and their Relatives (in Current Account) 650 149799(c) Investor Education & Protection Fund 2142 2159

(which shall be credited by the amount of Unclaimed Dividend, wherever applicable)(d) Outstanding Liabilities 1114 4649

Total 917191 214028

SCHEDULE : 12Provisions:(a) Proposed Final Dividend including Dividend Tax Rs. 220.30 Lacs (P.Y. Rs. 112.71 Lacs) 154669 77591(b) Provision for Tax 293049 149168

Total 447718 226759

As at As a

31.03.2010 31.03.2009

(Rupees 000) (Rupees 000

SCHEDULE : 7

Sundry Debtors (Unsecured, Considered Good)

(a) Debts outstanding for over six months 0 0

(b) Other debts 929560 929560 19760 19760

Total 929560 19760

SCHEDULES CONTINUED


31/137

30

SCHEDULES CONTINUED

For the Year For the YearEnded 31.03.2010 Ended 31.03.2009

(Rupees 000) (Rupees 000)SCHEDULE : 13Sales :(a) Pan Masala & its Preparations 0 708724

(b) Zarda 0 4205(c) Packaged Drinking Water 0 6868(d) Trading Items 3487165 245633

Total 3487165 965430

SCHEDULE : 14Increase (+) / Decrease () in stock :Opening Stock:

Finished Goods 0 40481Semi-Finished Goods (Work in process) 0 0 56 40537

Stock transferred on demerger pursuant to the scheme

of arrangement 0 26547

Total 0 -13990

SCHEDULE : 15Other Income :(a) Interest Earned on Bank Deposits & Others [Gross, T.D.S. Rs.7256542/-

(P. Y. Rs. 4300742/-)] 43772 20417(b) Income From Investments - Long Term, Non Trade

[Gross, T.D.S. Rs.Nil (P. Y. Rs. Nil)] 29185 21139(c) Franchise Receipts [Gross, T.D.S. Rs.Nil (P. Y. Rs.532966/-)] 0 7593(d) Profit on Relinguishment of Rights [Gross, Tds Rs.41079312/- ( P.Y. Nil)] 410793 0(e) Profit on Sale of Long Term, Non Trade Investments-Net of expenses 333511 69763(f) Miscellaneous Receipts 13471 37164

Total 830732 156076

SCHEDULE : 16Materials Consumed :(A) Raw & Packing Materials Consumed :

(i) Opening Stock (a) Raw Material 0 13417(b) Packing Material 0 0 15974 29391

(ii) Add: Purchases (a) Raw Material 0 141887(b) Packing Material 0 0 60489 202376

0 231767(iii) Less : Stock transferred on demerger pursuant to the 0 25493

scheme of arrangement

Raw & Packing Materials Consumed 0 206274(B) Consumption of Trading Items 3105594 260163

Materials Consumed Total 3105594 466437


32/137

31

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

SCHEDULES CONTINUEDFor the Year For the Yea

Ended 31.03.2010 Ended 31.03.2009(Rupees 000) (Rupees 000

SCHEDULE : 17

Manufacturing, Selling, Distribution and Administrative Expenses :

Power & Fuel 3129 10136

Payments to & Provisions for Employees :Salaries, Wages and Bonus 6891 18980

Contribution to Provident and other Funds 449 2395

Gratuity 72 3444

Staff welfare and Other Expenses 1892 9304 3254 28073

General Insurance 1110 1236

Transit Insurance 301 244

Demurage Charges 57763 0

Consumption of Stores & Perfumes 0 179138

Freight & Cartage Inward 10862 6443

Rent 5421 2363

Rates & Taxes 232 5653 280 2643

Repairs :

Building 101 300

Machinery0

1947Others 5857 5958 2290 4537

Freight, Cartage and Octroi Outward 186467 9755

Advertisement & Publicity 267 61396

Selling & Distribution Expenses 30931 13806

Custom Duty Charges 40371 0

Travelling & Conveyance 8749 19060

Interest & Bank Charges 18935 5166

Miscellaneous Expenses -129 -22829

Commercial Taxes 0 5324

Loss on Sale of Fixed Assets 1501 6311

Payment to Auditors :

Statutory Audit Fee 143 144

Tax Audit Fee 13 156 13 157

Payment to Directors :

Remuneration 2980 3180

Sitting Fee 16 8

Commission 0 2236

Total 384324 336020


33/137

32

SCHEDULES CONTINUED

SCHEDULE : 18

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS :

(A) SIGNIFICANT ACCOUNTING POLICIES :

(1) System of Accounting :

The Financial statements are prepared under the historical cost convention on accrual basis of accounting, in accordance with Generally

Accepted Accounting Principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and

relevant provisions of the Companies Act,1956.

(2) Fixed Assets and Depreciation :

All ixed assets are stated at cost, comprising of purchase price, duty, levies and any direct attributable cost of bringing the assets to their

working condition for the intended use.

Depreciation is provided according to straight line method at the rates prescribed by the Schedule XIV to the Companies Act, 1956 and

Provision for impairment loss is recognised to the extent by which the carrying amount of an asset exceeds its recoverable amount.

(3) Investments :

Investments are stated at cost less fall in their market value,considered permanent.

(4) Inventories :

Inventories are valued at cost or net realisable value whichever is lower. Cost of Raw Material, Packing Material, Stores & Perfumes and

Trading Items is arrived at FIFO basis.

Cost of Finished Goods & Work in Process is arrived on the basis of weighted average cost of raw material, packing material and the cost

of conversion thereof for bringing the inventories to their intended use.

(5) Sales :

Sales are recognised on despatch of goods to the customers and are recorded including excise duty but excluding commercial taxes i.e.

central sales tax / value added tax / entry tax.

(6) Foreign Currency Transactions :

Foreign currency transactions are accounted at the exchange rates prevailing at the date of the transaction. Gains / Losses resulting from

the settlement of such transactions and from conversion of monetary assets and liabilities denominated in foreign currencies are recognised

in the profit and loss account.

(7) Employee Retirement Benefits :

a. Companys contribution to Employees Provident Fund is charged to Profit and Loss Account.

b. Company has taken a Group Gratuity Cash Accumulation Policy from LIC for its employees including directors and the premiumfor the policy is charged to Profit and Loss Account.

(B) NOTES TO THE ACCOUNTS :

(1) Contingent Liabilities: 31.03.2010 31.03.2009

(Rs. 000) (Rs. 000)(A) Claims not acknowledged as debt-

Income Tax 103117 100014

(B) Guarantee given backed by FDRs against Demerged Company 0 42141

(C) Guarantee given by Banks on behalf of the Company 976488 0

(D) Guarantee given to Bank of India, Singapore for one of subsidiaries- Kothari Products Singapore Pte. Ltd. against credit facility of

USD ($) 50,00,000 or as on 31.03.2010 Rs.22,48,75,000/- (Previous Year Rs. Nil)

(E) Guarantee given to UCO Bank, Kolkata for SPPL Hotels Pvt. Ltd. of Rs. 151,00,00,000/- (Previous year Rs. Nil).

(F) Bank Guarantee given on behalf of Pan Parag India Limited in favour of the Registrar National Consumer Disputes Redressal

Commission, New Delhi, for Rs. 4158596/-

(Previous Year Rs. 4158596/-) which is secured by FDRs of Pan Parag India Limited.


34/137

33

2 6 T H A N N U A L R E P O R T 2 0 0 9 2 0 1 0

SCHEDULES CONTINUED

(2) Additional Information Pursuant to the Provisions of Paragraphs 3, 4C and4D of Part II of Schedule VI of the Companies Act, 1956.

(A) Class of Goods and Capacity:31.03.2010 31.03.2009

Class of Goods manufactured :- Capacity Capacity

Licensed Installed Licensed Installed

Pan Masala and its Preparations N.A. N.A. N.A. N.AZarda N.A. N.A. N.A. N.APackaged Drinking Water N.A. N.A. N.A. N.AIce Cube N.A. N.A. N.A. N.A

(B) Raw Materials Consumed : (Rs. 000) Tons (Rs. 000) Ton(a) Betelnuts 0 0.000 98578 1161.000(b) Katha Mix 0 0.000 29370 168.420(c) Tobacco 0 0.000 6694 108.000(d) Packaged Drinking Water 0 2991(e) Other Materials 0 2055

(C) Finished Goods : (Rs.000) Tons/Cases/Nos. (Rs.000) Tons/Cases/Nos

Opening Stock :

(a) Pan masala and its preparations0 0.000

40439 52.269(b) Zarda 0 0.000 0 0.000(c) Packaged Drinking Water (in cases) 0 0 41 750(d) Papad 0 0.000 10 0.18(e) Jewellery- Gold 0 0.000 3034 0.00(f) Bubble Top (in nos) 0 0 48 735(g) Washing Powder & Cake 0 0.000 22 1.19(h) Flavoured Supari 0 0.000 170 1.33(i) Water Coolers (in nos.) 0 0 120 2(j) Iron Ore Fines 4119 2999.750 0 0.000

Production :

(a) Pan masala and its preparations 1277.269(b) Zarda 17.61(c) Packaged Drinking Water (in cases) 108560(d) Ice Cube 12.03

Purchases :

(a) Bubble Top (in nos) 0 0 53 84(b) Papad 0 0.000 62 1.130(c) Washing Powder & Cake 0 0.000 6837 333.68(d) Iron Ore Fines 886707 335698.846 53857 29836.850(e) Flavoured Supari 0 0.000 12121 14.549(f) Water Coolers (in nos) 0 0 48 10(g) Convertor Shell (in nos) 0 0 117819(h) Cotton Overall (in nos) 107416 8000 0 0(i) DELL XPS Series Note Book (in nos) 123613 2800 0 0(j) Convertor Equipment (in nos) 193268 1 0 0(k) Working Wheel for Ventilator (in nos) 215394 2 0 0(l) Water Cleaning & Processing Plant (in nos) 218196 1 0 0

(m) Bearing Sheel for Convertor (in nos) 57474 2 0 0(n) Diesel Generator Cast Mine (in nos) 205331 3 0 0(o) Di Octyle Phthalate (DOP) 0 0.000

Kothari Products 2009-2010

Documents

Transcript of Kothari Products 2009-2010