To,
The Members,
KOTHARI WORLD FINANCE LIMITED
1. INTRODUCTION:
The Directors have pleasure in presenting their 38th Annual
report on the business and operations of the company and the accounts for the financial
year ended March 31st, 2023.
2. FINANCIAL RESULTS:
The financial results for the period are summarized below:
| Sr. no. PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-2022 |
2022-23 |
2021-22 |
| 1 Total Income |
5,11,79,785 |
4,67,77,937 |
5,11,79,785 |
4,67,77,937 |
| 2 Expenditure |
2,06,55,287 |
1,56,20,360 |
2,06,55,286 |
1,56,20,360 |
| 3 Profit before Tax |
3,05,24,498 |
3,11,57,576 |
3,05,24,498 |
3,11,57,576 |
| Provision for Taxation |
|
|
|
|
| (1) Current Tax |
48,47,700 |
58,08,100 |
48,47,700 |
58,08,100 |
| 4 Less: MAT credit |
- |
- |
- |
- |
| (2) Earlier years Tax |
2,124 |
3,94,908 |
2,124 |
3,94,908 |
| (3) Deferred Tax |
4,44,656 |
18,963 |
4,44,656 |
18,963 |
| 5 Profit after Tax |
2,52,30,019 |
2,49,35,606 |
2,52,30,019 |
2,49,35,606 |
| 6 Share in Profit of Associates |
... |
... |
45,85,915 |
59,66,313 |
| 7 Other comprehensive income (OCI) |
59,082 |
.... |
(2,03,364) |
|
| 8 Total |
|
|
|
|
| Comprehensive Income for the year |
2,52,89,101 |
2,49,35,606 |
2,96,12,570 |
3,09,01,919 |
| 9 Earning Per Equity Share: |
|
|
|
|
| (l)Basic |
3.40 |
3.35 |
3.98 |
4.15 |
| (2) Diluted |
3.40 |
3.35 |
3.98 |
4.15 |
3. RESERVES:
Your Company does not propose to transfer any amount to the general
reserves. An amount of profit of Rs. 2,52,30,019/- is proposed to be retained in the
statement of profit and loss account
4. DIVIDEND:
The Directors of the company have decided to conserve the resources and
no dividend is being recommended.
5. REVIEW OF OPERATION:
On Standalone basis, sales from operations for FY 2022-23 stood at Rs.
5,11,79,785/- as compared to Rs.4,67,77,937/- in FY 2021-22.
On Consolidated basis sales from operations for FY 2022-23 stood at Rs.
5,11,79,785/- as compared to Rs.4,67,77,937/- in FY 2021-22.
6. CHANGE IN NATURE OF BUSINESS. IF ANY:
There is no change in the nature of Business of the Company during the
year.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the company to which
the financial statement relate and the date of the report.
8. STATE OF THE COMPANY'S AFFAIRS:
During the year under review, your Company enjoyed cordial relationship
with employees at all levels.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL:
There are no significant and material orders issued against the Company
by any regulating authority or court or tribunal affecting the going concern status and
Company's operation in future.
10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
f!21 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There were no frauds reported by the Auditors under section 143(12)
during the Financial Year under review.
11. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
Your Board informs you that during the Financial year under review, the
Company has complied with the provisions of the Board Meetings and the General Meetings as
stated in Secretarial Standard-1 (SS-1) and Secretarial Standard- 2 (SS-2) respectively,
issued by the Institute of Company Secretaries of India (ICSI), constituted under Section
3 of Company Secretaries Act, 1980.
12. HOLDING. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:
• There is no subsidiary company of Kothari World Finance Limited.
• Your Company has the following Company as its Associate Company
at the year end. Statement containing salient features of the financial statement of the
following Associate Company are made in Form AOC-1 as (Part "B": associates] and
attached to this report as "Annexure - [I].
| Name of the Company |
Associate/Subsidiaiy/JV |
| International Health Care Products Limited (IHCPL) |
Associate |
• Your Company does not have any Joint Venture Company at the year
end.
13. CONSOLIDATED FINANCIAL STATEMENTS
The Annual Consolidated Financial Statements together with the Report
of the Auditors' thereon forms part of this Annual Report.
14. DEPOSITS:
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013
and the necessary rules made thereunder during the year ended 31st March 2023.
15. STATUTORY AUDITORS:
As per the provisions of sections 139,142 and all other applicable
provisions of the Companies Act, 2013 (including any statutory modification(s] or
re-enactment thereof, for the time being in force] at the 35th Annual General
Meeting of the Company held on September 30,2020, the members of the company had appointed
M/S. V. K Beswal & Associates, Chartered Accountants, Mumbai (Firm Registration No.
101083W], as the statutory auditors of the company to hold the offtce for a term of 5
(five] years from the conclusion of 35th Annual General Meeting till the conclusion of the
40th Annual General Meeting to be held in the year 2025.
The Statutory Auditors' report on the Financial Statements for the
financial year ended March 31, 2023 does not contain any qualification, reservation or
adverse remark and is self-explanatory and unmodified and thus does not require any
further clarifications/comments.
The Auditors' Report for the financial year ended March 31, 2023
on the financial statements of the Company is a part of this Annual Report.
16. SHARE CAPITAL:
a. Authorised and Paid-up Share Capital:
During the year there is no changes in Authorised and Paid-up capital
of the Company. Company has not issued any shares during the year.
b. Provision of money bv company for purchase of its own shares bv
employees or bv trustees for the benefit of employees
The company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule 16(4) of
Companies (share capital and debentures) Rules, 2014.
c. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial
year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8 of the Companies (Share Capital and Debentures) Rules, 2014.
d. Issue of Equity Shares with Differential Rights:
The Company has not issued any Equity Shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share capital and
debentures) Rules, 2014.
e. Issue of Employee Stock Option:
The company has not issued any employee stock option during the
financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.
f. Issue of Equity Shares Without Differential Rights:
The Company has not issued any equity shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share capital and
debentures) Rules, 2014.
17. ANNUAL RETURN:
As per section 92(3) read with section 134(3)(a) of the Companies Act,
2013 and relevant rules, as amended from time to time, every company is required to place
a copy of the annual return on the website of the Company, if any, and the web-link of
such annual return shall be disclosed in the Board's report. Therefore, Annual return in
MGT-7 form will be placed at the Company's website on the link
http://www.kothariworld.com/invester relations.html.
18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:
a) Conservation of Energy Technology absorption:
As there had been no manufacturing activities, your Directors have
nothing to report under Section 134(3)(m) of the Companies Act, 2013.
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state-of-the-art transaction, billing and accounting
systems and risk management solutions.
b) Foreign Exchange Earnings and outgoing -NIL
Expenditure in foreign currency: NIL Earnings in foreign exchange: Nil
19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
20. BOARD EVALUATION:
The provisions relating to evaluation of performance of the Board and
Individual Directors pursuant to provisions of Section 134 of the Companies Act, 2013 is
no more applicable to the Company as the Company has been delisted from BSE Limited and
the Paid-up Share Capital of the Company does not exceed 25 crores.
21. BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNELS
No appointments or changes made by the company in the composition of
Board of directors.
The Board comprises of the following Directors as on the year end:
| Sr. No. Name |
Designation |
DIN |
| 1. Mr. Nitesh P Kothari |
Director |
00024195 |
| 2. Mrs. Liza Kothari |
Managing Director |
01273272 |
| 3. Mr. Manohar Mhatre |
Director |
00024326 |
Independent Director:
Pursuant to the delisting of the Company from BSE Limited, the only
stock exchange where Company's equity shares were listed, the provisions for appointment
of 'Independent Director' are no more applicable to the Company under the Companies
Act, 2013 and the necessary rules made thereunder.
Key Managerial Personnel (KMP):
Pursuant to the delisting of the Company from BSE Limited, the only
stock exchange where Company's equity shares were listed, the provisions for
appointment of 'Key Managerial Personnel (KMP)' are no more applicable to the Company
under the Companies Act, 2013 and the necessary rules made thereunder.
22. DIRECTOR LIABLE TO RETIRE BY ROTATION:
In accordance with the provision of Section 152(6)(a) of the Companies
Act, 2013 and the Articles of Association of the Company, Mr. Manohar Mhatre (DIN:
00024326), of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Your Board recommends his re-appointment.
23. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
Your Board of Directors has duly met six (6) times during the financial
year under review and in respect of which proper notices were given and the proceedings
were properly recorded and signed in the Minute Book maintained for the purpose.
The dates of Board meetings and attendance of directors is as follows:
| Sr. No. Dates of Board Meetings |
No. of Directors associated with the
company as on date |
No. of Directors Attended |
| 1 28/04/2022 |
3 |
3 |
| 2 08/06/2022 |
3 |
3 |
| 3 14/07/2022 |
3 |
3 |
| 4 01/09/2022 |
3 |
3 |
| 5 19/12/2022 |
3 |
3 |
| 6 22/02/2023 |
3 |
3 |
The necessary quorum was present for all the meetings. The maximum
interval between any two meetings did not exceed 120 days.
24. AUDIT COMMITTEE. NOMINATION AND REMUNERATION COMMITTEE AND
STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to the delisting of the company from BSE Limited the only
Stock Exchange where Company's Equity shares were listed the provision for constituting
Audit Committee, Stakeholder Relation Committee and Nomination and Remuneration Committee
is no more applicable to the company under Companies Act 2013 and Rules made thereunder.
25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANY ACT. 2013
Details of Loans, Guarantees and Investment covered under the
provisions of Section 186 of the Companies Act, 2013 read with the Rules framed thereunder
as amended, are given in the notes to the Financial Statements.
26. VIGIL MECHANISM /WHISTLE BLOWER POLICY
As such, the provision for constituting a Vigil Mechanism for Directors
and employees to report genuine concerns is no more applicable to the Company under the
Companies Act, 2013.
27. ENVIRONMENT. HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner so
as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
28. PREVENTION OF SEXUAL HARASSMENT fPOSHi AT WORKPLACE:
The Company has formulated a Policy on Prevention of Sexual Harassment
at Workplace for prevention, prohibition and redressal of sexual harassment at workplace
in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment
Act"). As the Company have less than 10 nos. of employees, the company is not
required to constitute Internal Complaints Committee (ICC).
During the year under review, no complaints were reported to the Board.
This Policy considered and approved by the Board has been uploaded on the website of the
Company at www.kothariworld.com under investor relations/policies/prevention of Sexual
Harassment at workplace.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no Contracts or Arrangements made with related parties
during the year.
30. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:
The Company has an effective risk management policy which is capable of
identifying various types of risks associated with the business, its assessment, risk
handling, monitoring and reporting. At present the company has not identified any element
of risk which may threaten the existence of the company.
31. MAINTANANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION 111 OF SECTION 148 OF THE COMPANIES ACT. 2013. IF ANY.
As such, the provision for maintenance of cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is
not applicable to the company.
32. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit that:
a. In the preparation of the Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures,
b. The directors had selected such accounting policies and applied them
consistently and made judgments 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 financial
year and of the profit and loss of the company for that period,
c. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities,
d. The Directors had prepared the Annual Accounts on a going concern
basis,
e. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
33. ACKNOWLEDGMENT:
Your directors would like to express their grateful appreciation for
the assistance and co-operation received from the Company's Bankers and thanks its
shareholders for their continued support.
| FOR AND ON BEHALF OF |
|
| KOTHARI WORLD FINANCE LIMITED |
|
| Sd/- |
Sd/- |
| Nitesh Kothari |
Liza Kothari |
| Director |
Managing Director |
| (DIN: 00024195) |
(DIN: 01273272) |
| PLACE: Mumbai |
|
| DATE: 01/09/2023 |
|
|