TO THE MEMBERS:
 
 The Board of Directors of your Company presents herewith its 27th
 Annual Report and Audited Accounts for the financial year ended 31st
 March, 2011. The report also includes the Management discussion and
 Analysis Report in accordance with the guidelines of Corporate
 Governance.
 
 FINANCIAL PERFORMANCE :
 
                                                 (RS. IN LACS)
  
                                           FINANCIAL     FINANCIAL
 
                                          YEAR ENDED    YEAR ENDED
 
                                          31.03.2011    31.03.2010
 
 Net Sales                                    133372         34872
 
 Other Income                                   5593          8307
 
 Profit before Depreciation & Taxation          7393          8280
 
 Less : Depreciation                              83           121
 
 Provision for Taxation:
 
 -Current Tax                                   1700          1450
 
 -Deferred Tax                                   -23            24
 
 -Tax Adjustments for earlier years             -528             1
 
 Profit after Tax                               6161          6684
 
 Add : Balance of Profit brought forward
 
 from previous year                            20803         16333
 
 Profit available for appropriation            26964         23018
 
 APPROPRIATIONS
 
 Transfer to General Reserve                     616           668
 
 Proposed Dividend                              1459          1327
 
 Additional Tax on Proposed Dividend             237           220
 
 Balance of Profit carried forward             24652         20803
 
                                               26964         23018
 
 2011 IN RETROSPECT:
 
 Your Directors are to report that the Company''s sales turnover during
 the year under review has been Rs. 133372 Lacs as against Rs. 34872
 Lacs during the previous financial year. The Profit before tax during
 the year has decreased to Rs. 7393 Lacs as against Rs. 8280 Lacs in the
 previous year. The Profit after Tax has also similarly decreased to Rs.
 6161 Lacs as against Rs. 6684 Lacs in the previous year.
 
 INTERNATIONAL BUSINESS :
 
 The Company''s export during the year under review has increased to Rs.
 67104 Lacs as compared to Rs. 23262 Lacs during the previous year.
 
 DIVIDEND RECOMMENDED:
 
 Your Directors recommend a dividend of 220% (Rs. 22/- per equity share
 of Rs. 10/- each) subject to approval of shareowners in ensuing Annual
 General Meeting, absorbing Rs. 1696 Lacs (Approx) including additional
 tax on dividend. The aforesaid Dividend is tax free in the hands of the
 shareowners.
 
 SUBSIDIARIES :
 
 The Company has seven subsidiaries namely Sukhdham Constructions &
 Developers Ltd., Arti Web-Developers
 
 Pvt. Ltd., MK Web-Tech Pvt. Ltd., KPL Exports Pvt. Ltd.& IMK Hotels
 Pvt. Ltd. as its wholly owned subsidiary Companies and Kothari Products
 Singapore Pvt. Ltd. and Savitrimata Realtors Private Limited as its
 subsidiary Companies. In accordance with the General Circular No.
 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs
 granting general exemption under section 212 of the Companies Act,
 1956, the detailed annual accounts and their attachments are not being
 published. However, the prescribed financial details of the aforesaid
 subsidiary companies have been disclosed in the consolidated Balance
 Sheet. The Company hereby undertakes that the Annual Accounts of the
 subsidiary companies and their related detailed information shall be
 made available to the shareowners of the holding and subsidiary
 companies seeking such information at any point of time. The Annual
 Accounts of the subsidiary companies shall also be kept for inspection
 by any shareowners at the head office of the holding company an d of
 the subsidiary companies concerned. The holding company shall furnish a
 hard copy of details of accounts of subsidiaries to any shareowner on
 demand.
 
 DIRECTORS:
 
 Dr. Avinash Gupta, a Director of the Company, retires by rotation at
 the ensuing Annual General Meeting and being eligible offers himself
 for re-appointment.
 
 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 REPORT:
 
 The report on the Corporate Governance as required under clause 49 of
 the Listing Agreement is included in this Annual Report 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 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 the financial year and 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 with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the Directors have prepared the annual accounts on a going
 concern basis. 
 
 AUDITORS AND AUDITORS'' REPORT :
 
 M/s Mehrotra & Mehrotra, Auditors hold office until the conclusion of
 the ensuing Annual General Meeting and are eligible for re-appointment.
 
 The Company has received letter from M/s Mehrotra & Mehrotra, Chartered
 Accountants, to the effect that their appointment, if made, would be
 within the prescribed limits of Section 224(1B) of the Companies
 Act,1956 and that they are not disqualified for such appointment within
 the meaning of Section 226 of the Companies Act,1956.
 
 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 as under:-
 
 [A] CONSERVATION OF ENERGY:
 
 Energy Conservation Measures taken:
 
 a) 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 investment is proposed.
 
 c) Impact of measures at (a) & (b) above for reduction of energy
 consumption and consequent impact on the cost of production of goods:
 These measures have led to consumption of energy more economically.
 Further, since there is no manufacturing activity in the Company, hence
 information on consequent impact on Cost of production is not
 applicable.
 
 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, no R & D
 department exists in the company.
 
 [C] FOREIGN EXCHANGE EARNINGS AND OUTGO :
 
 a) Activities relating to exports; initiatives taken to increase
 exports; Development of new export markets for Trading Items and Export
 Plans
 
 The Company''s trading items are being exported directly or through
 Merchant Exporters to China & Thailand. The Company has exported Iron
 Ore and is also in the process of exporting of Aluminium Ingots to
 Thailand and also planning export of Literite to Bahrain. The Company
 is also planning various minerals and metal products for export. New
 developments under process are Soya DOC. As India is a growing market
 for Metals mainly steel the Company is developing opportunities to
 export the same.
 
                                                 (RS. IN LACS)
 
                                          CURRENT YEAR    PREVIOUS YEAR
 
 b) Earnings in Foreign Currency                 67104           23262
 
 c) Expenditure in Foreign Currency                  8               6
 
 d) Imports of goods for trading                106379           21593
 
 e) Purchase of Fixed Assets                       NIL             NIL
 
 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 with The
 Companies (Particulars of Employees) Rules, 1975 as amended, is Nil.
 
 ACKNOWLEDGEMENT:
 
 Your Directors wish to place on record their sincere appreciation for
 the continued co-operation and support extended by various Government
 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 and
 confidence in the Company.
 
                                      For and on behalf of the Board
 
                                 Sd/-                    Sd/-
 
                           (DEEPAK KOTHARI)        (MITESH KOTHARI)
 
                     Chairman & Managing Director  Executive Director
 
 PLACE : KANPUR 
 
 DATE : 30th May, 2011