AUDITING PROJECT

KTR INDUSTRIES

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 INTRODUCTION

For an agrochemical manufacturing company, like KTR Industries, what

truly acts as a differentiator are finer things - importance of R&D, network
and presence across geographies, manufacturing capabilities and the ability
to grow sustainably. While a company’s prowess is determined by its
financials, its focus on sustainable growth reflects not just the intent of the
Company, but also its potential to become a leader in the future. The
farsightedness and the vision therefore become critical. At KTR Industries,
the vision is crystal clear, and its mission enables it to inch closer to its
goal. The Company is certain that the only possible growth is the one that
is sustainable and inclusive – of people and the environment.

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 ABOUT THE MANAGEMENT OF COMPANY

In accordance with Sections 196, 197, 198, 203 and all other applicable
provisions of the Companies Act of 2013 (the "Act") and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification or re-enactment thereof for the time
being in force) read with Schedule V to the nomination of Mr. Abhinav
Pandey as a director of the company and as a whole-time director
designated as executive director of the company, whose position is subject
to decision by retirement by rotation, for a period of five (05) years
beginning November 11, 2021.

Mr. Abhinav is the one who has sparked the creation of new goods and is
enhancing the Company's capacity and capabilities. Business Leadership
& Operations, Risk Management & Governance, Business Expertise,
Strategic Planning, General Management, Functional & Managerial
Experience, Chemical Industry Expert, Manufacturing, Research &
Development, etc. are some of the areas in which he is skilled,
experienced, and knowledgeable.

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 BOARD COMMITTEE MEMMBERS

1. Mr. Abhijeet Singh

CORPORATE SOCIAL RESPONSIBILITY

Formulated and recommended a suitable CSR Policy to the Board, outlining the initiatives
that the Company should carry out either directly or through an implementation agency.
The Committee is also in charge of conducting routine reviews of the CSR programmes,
their execution, and their financial operations.

2. Mr. Harminder Singh

RISK MANAGEMENT

Formulated and made a recommendation for a suitable risk management policy to the
board.
The Committee is also accountable for:
(a) making sure that the right procedures, systems, and processes are in place to monitor
and assess business-related risks for the Company.
(b) to oversee and monitor the risk management policy's implementation, including
assessing how well risk management systems are working.
(c) to re-evaluate the risk management policy on a regular basis.
(d) to advise the board of directors of the nature and details of its deliberations,
suggestions, and upcoming actions.

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 3. Mr. Sumit S Shetty

NOMINATION AND REMUNERATION

Entrusted with the responsibility of routinely reviewing the compensation of directors and
potential senior management and key managerial hires. The Committee is also in charge of
reviewing the performances of the directors and making recommendations to the Board on
their appointment and removal.

4. Mr. Abhay Parmar and Mr. Abhay Purohit

AUDIT

Assigned the responsibility for performing frequent reviews of financial statements,

internal audit reports, audit plans, audit results, the effectiveness of internal controls,
adherence to accounting standards, and other vital tasks. The Committee is also in charge
of assessing the risk management and internal financial controls systems.

5. Mr. Nimesh K Gandhi

STAKEHOLDERS' RELATIONSHIP
Reviewed the shareholder/investor grievance redressal system's operation on a regular
basis, kept an eye out for small changes, and, if necessary, reported any serious issues.

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 OBJECTIVES

KTR Industries Limited is the provider of innovative chemistry to

farmers. It wants to improve crop productivity and public health.
Enhancing farm efficiency is one of the major aims of KTR. Sub
objectives include effluent treatment, and hazardous waste
management.

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 BUSINESS MODEL

KTR is primarily involved in agrochemicals. It manufactures a wide variety of

chemicals aiding in farming. The different type of pesticides it produces includes
insecticides, herbicides, fungicides and other public health products. These products
are supplied to pest control companies and government health departments. The
various products that KTR produces includes insecticides like ANIKA,
BUPROSTAR, CARGO, CYPRA, general insect control products like
DELTAFLOW, rodent control like RATKILL, and fertilizers like HERALD-19,
HERALD X 20, and ZINOX 40.

In order to serve such a large customer base, the Company has built a resilient

infrastructure capable of handling both volume and complexity. The state-of-the-
art Integrated Manufacturing Unit is equipped with the latest technology and
highly skilled professionals.

KTR recognizes that continuous innovation in products and processes is the key to

unlocking the potential and meeting the needs of the market. To achieve excellence,
KTR uses the skills of science and technology. To provide superior solutions for
crop protection and public health, the company relies on its state-of-the-art R&D
facility and in-house quality control laboratories in three of its
manufacturing units.

In October 2021, the Company entered the US regulated market with the first-ever

shipment of pesticides.

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 Nature of Operation
KTR PRIVATE LIMITED is a Private Limited Company incorporated under the provisions of the
Companies Act 2013. The company is primarily engaged in the business of providing trading of
electronic and items electronics providing solutions, ideas, designing, engineering, integration,
installation, etc. of security solutions. The registered office of the company is situated in New Delhi.

1. Significant Accounting Policies and Notes to Accounts

A. BASIS OF ACCOUNTING
The Company maintains its accounts on an accrual basis following the historical cost convention, in
accordance with generally accepted accounting principles [“GAAP”] in compliance with the
provisions of the Companies Act, 2013 and the Accounting Standards as specified in the Companies
(Accounting Standards) Rules, 2006 read with Rule 7(1) of the Companies (Accounts) Rules, 2014
issued by the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.
Further, the guidance notes/announcements issued by the Institute of Chartered Accountants of
India (ICAI) are also considered, wherever applicable except to the extent where compliance with
other statutory promulgations overrides the same requiring a different treatment.

The preparation of financial statements in conformity with GAAP requires that the management of
the Company makes estimates and assumptions that affect the reported amounts of income and
expenses of the period, the reported balances of assets and liabilities, and the disclosures relating
to contingent liabilities as of the date of the financial statements. Examples of such estimates
include the useful lives of tangible and intangible fixed assets, allowance for doubtful
debts/advances, future obligations in respect of retirement benefit plans, etc. difference, if any,
between the actual results and estimates recognized in the period in which the results are known.
The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format
prescribed the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements
with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in
Schedule III to the Act, are presented by way of notes forming part of accounts along with the other
notes required to be disclosed under the notified Accounting Standards

B. PRESENTATION OF FINANCIAL STATEMENTS

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format
prescribed in schedule III of the Companies Act, 2013 (“the Act”). The disclosure requirements with
respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in schedule III
to the Act, are presented by way of notes forming part of accounts along with the other notes
required to be disclosed under the notified Accounting Standards.

C. USE OF ESTIMATES: -
The preparation of financial statements and provisions of the Companies Act, 2013 Is in conformity
with the generally accepted accounting principles and requires the management of the company to
make estimates and assumptions that affect the amounts of income and expenses of the per period
d-reported lances of assets, liability and disclosures relating to the contingent liabilities as at the date
of the financial statements. The estimates & assumptions used in the accompanying financial
statements are prudent and based on management’s evaluation of the relevant facts and
circumstances as at the date of the financial statement. Actual results may differ from estimates and
assumptions used in preparation of the accompanying financial statements

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 FINANCIAL STATEMENT

EMERALD TRANSPORTATION
Balance sheet as on 31 March 2022 (Amount in INR)
Equity and Liabilities Notes 31.Mär.22 31.Mär.21
Shareholder's Funds
Share Capital 2 100,000 100,000
Reserves & Surplus 3 151,000 129,000
251,000 229,000
Current Liabilities
Short Term Borrorwings 4 9,807,500 107,500
Trade Payables 5 600,000 200,000
Other Current Liabilities 6 859,000 562,000
Short Term Provisions 7 30,000 -

11,296,500 869,500
TOTAL 11,547,500 1,098,500
Assets Notes 31.Mär.22 31.Mär.21

Non Current Assets

Fixed Assets
Tangible Assets 8 14,681 22,402

Deferred Tax Assets (Net) 9 55,628 46,465

Current Assets
Trade Receivables 10 1,066,600 185,610
Inventories 11 152,450 34,289
Cash and Bank Balances 12 395,984 632,401
Short Term Loans and Advances 13 48,801 2,800
Other Assets 14 35,000 21,100

1,698,835 876,200
1,769,144 945,068
TOTAL

Significant accounting policies 1

Notes to Accounts 2-22

The accompanying notes are an integral part of the financial statements as per our report of even date

For and on behalf of the board of Directors of KTR TRANSPORTATION

Arif hussain Abhinav Pandey Aditya Katiyar

Partner (Director) (Director)
Membership No. 444444 DIN: 01234567 DIN: 07654321
Place: Ahmendabad Date: Date:
UDIN: 11111111AAAAAA1111
Date: 30-10-2022

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 KTR TRANSPORTATION

Statement of Profit and Loss for the year ended 31st March 2022 (Amount in INR)

Particulars Notes 31.Mär.22 31.Mär.21

Income
Revenue from Operations (Gross) 15 1,700,000 800,008
Other Income 16 - 12,488
TOTAL REVENUE (I) 1,700,000 812,496

Purchases of Traded Goods 16 1,220,259 312,101

Change in Inventories 17 (118,161) (3,865)
Employee Benefits Expenses 18 579,000 505,100
Other Expenses 19 57,761 84,822
TOTAL (II) 1,738,859 898,158

Earnings before Interest, Tax, Depreciation and

Amortization (EBITDA) (I - II) (38,859) (85,662)
Finance Cost 20 - -
Depreciation and amortization expense 21 7,822 12,575
TOTAL INTEREST & DEPRECIATION 7,822 12,575

Earnings Before Tax (EBT) (46,681) (98,237)

Tax Expenses
Deferred Tax Expenses 9,163 19,864

Profit / (Loss) for the year (37,518) (78,374)

Earnings Per Share - 3.75 -
Significant accounting policies 1
Notes to Accounts 2-22 -

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 The accompanying notes are an integral part of the financial statements as per our report of even date.

For and on behalf of the board of Directors of KTR INDUSTRIES

Arif Hussain Abhinav Pandey Aditya Katiyar

Partner (Director) (Director)
Membership No. 444444 DIN: 01234567 DIN: 07654321
Place: Ahmedabad Date: Date:
Date: 30-10-2022

2. Share Capital
a) Subscribed &Paid-up Capital: (Amount in INR)
31.Mär.22 31.Mär.22 31.Mär.21 31.Mär.21
ShareCapital
Number Amount Number Amount

Authorized
10,000 Equity Shares of Rs. 10 each 10,000 100,00010,000 100,000

10,000 100,00010,000 100,000

Subscribed &paid up

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 10000 Equity Shares of Rs 10 Each Fully Subscribed 10,000 100,00010,000 100,000
10,000 100,00010,000 100,000

b) Reconciliation of the number of shares outstanding:

Particul 31.Mär.22 31.Mär.22 31.Mär.21 31.Mär.21
ars Number Amount Number Amount

Shares outstanding at the beginning of the year 10,000 100,00010,000 100,000

Shares Issued during the year - - - -
Shares bought back during the year - - -
- Shares outstanding at the end of the year 10,000 100,00010,000
100,000

c) Rights, Preferences and restriction attached to equity shares

The Company has only one class of equity shares having par value of Rs 10/- per share. Each holder
of equity shares is entitled to one vote per share. In the event of liquidation of the company, the
holders of equity shares will be entitled to receive remaining assets of the company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by shareholders.

d) Shares held by shareholder's more than 5%:

31.Mär.22 31.Mär.2 31.Mär.2 31.Mär.
NameoftheShareholde
r 2 1 21
Number %Ofholding Numbe %Ofholdi
r ng

Abhinav pandey 5,000 50 50,000 5

Aditya Katiyar 5,000 50 50,000 5

Total 10,000 100 100,000 1

As per the records of the Company, including its register of shareholders / members and other
declarations received from shareholders regarding beneficial interest, the above shareholding
represents both legal and beneficial ownership of shares

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2. Reserves & Surplus
Particulars 31.Mär.22 31.Mär.21
Surplus
Opening balance 129,000 66,000
(+) Net Profit/(Net Loss) For the current year 22,000 63,000
Closing Balance 151,000 129,000

3. Short term Borrowings

Particulars 31.Mär.22 31.Mär.21
Unsecured Loans from Directors
Arif Hussain 300,000 100,000
Abhay Parmar 9,500,000 -
Abhay Purohit 7,500 7,500

Total 9,807,500 107,500

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7.
Particulars 31.Mär.22 31.Mär.21
Provision for Audit fees 30,000 -

Total 30,000 -

*Note:: As at the year end, no supplier has intimated the Compnay about its status as a Moicro or Small Enterprise or its registration under
Micro, Small and Medium Enterprises Development Act, 2006 and accordinly, no information has been disclosed.

8. Property Plant & Equipment

Tangible Assets
Particulars Furniture & Offi ce
Air Conditioner Total
Fixtures Equipments
Cost of Valuation

As on 1 April As at 31 March 2022

2020 Net Block
As at 31 March 2021
33,755 As at 31 March 2022

26,750

42,750

103,255
Additions

-
Disposal

As at 31 March
2021

33,755

26,750

42,750

103,255

As on 1 April 2021 33,755 26,750 42,750 103,255

Additions - - - -
Disposal - - - -
As at 31 March 2022 33,755 26,750 42,750 103,255

Depreciation
As on 1 April 2020 17,370 20,225 30,682 68,277
Charge for the year 4,241 2,918 5,417 12,575
Disposal - - - -
As at 31 March 2021 21,611 23,144 36,098 80,853

As on 1 April 2021 21,611 23,144 36,098 80,853

Charge for the year 3,143 1,603 2,975 7,721
Disposal - - - -

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 STATUTORY AND INTERNAL AUDIT

An internal audit is performed when it is required to check the working of the

management, internal procedures, and policies; it is used as a tool for
verification; in other words it is to make sure that everything is functioning in a
correct manner. A statutory audit on the other hand deals with the accounting
records of the company; it checks their correctness and fairness. Since the
management is responsible for the arrangement of internal controls its work
should result in enhancement of welfare of members; an internal audit will
check this aspect. A statutory audit checks whether the accounting records are
prepared in compliance with legal rules. An internal audit will check if the
management is aiding in achieving the strategic objectives of a company or not.
We can say that an internal audit had a wider scope than statutory audit as it
looks at both operational and financial matters.

A statutory audit is conducted by an external person that is a Chartered

Accountant. This external person is appointed by the company’s shareholders;
statutory auditors are well acquainted with the topic of financial accounts and
financial risks. An internal audit remains within an organization i.e. it is
conducted by the company’s employees themselves. Internal audit evaluates and
analyzes the various risks that are a threat to a company.

There is a significant difference in scope too when it comes statutory and

internal audits. The primary focus of an internal audit lies in the management
and functioning of a company i.e. its governance and risk management while a
statutory audit deals with reports on financial statements.

A statutory audit is a legal obligation for companies while an internal audit is

done at the whim of business owners owing to keep a check on the efficiency on
the working of the business.

A statutory audit is conducted keeping in mind and complying with the financial
standards of reporting while there are no such regulations when it comes to
internal audit.

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HOW INTERNAL AUDIT WORKS ?

The internal audit process generally works like this:

Gathering Information - Auditors observe, take notes, review documents, and interview

employees to better understand how the organization works.

Security Assessment – Auditors monitor, analyze, and assess organizational risk and

security controls. This phase often tests the employee's knowledge of company goals,
security standards, and compliance rules.

Compliance Assessment – Auditors verify whether an organization complies with state and

federal government policies and laws, and all applicable international privacy
and data protection regulations. Verification - This is when the auditor reviews the
information provided and identifies areas for improvement.

Review - An audit doesn't just end with an audit report. Auditors also communicate with the
organization to review its progress and ensure continuous improvement.

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 INDEPENDENT AUDITOR’S REPORT

To the Members of KTR LTD

Report at the Audit of the Financial Statements

Opinion

We have audited the monetary statements of KTR LTD. (“the Company”), which contain the stability
sheet as at thirty first March 2022 and the assertion of Profit and Loss and notes to the monetary
statements, consisting of a precis of enormous accounting rules and different explanatory data.
In our opinion and to the pleasant of our data and in keeping with the reasons given to us, the
aforesaid monetary statements deliver the data required with the aid of using the Act withinside the
way so required and deliver a real and honest view in conformity with the accounting standards
usually regular in India, of the situation of the Company as at March 31, 2022, and profit/loss for the
year ended on that date.

Basis for Opinion

We carried out our audit according with the Standards on Auditing (SAs) unique below segment
143(10) of the Companies Act, 2013. Our obligations below the ones Standards are in addition
defined withinside the Auditor’s Responsibilities for the Audit of the Financial Statements segment of
our report. We are unbiased of the Company according with the Code of Ethics issued with the aid of
using the Institute of Chartered Accountants of India collectively with the moral necessities which are
applicable to our audit of the monetary statements below the provisions of the Companies Act, 2013
and the Rules thereunder, and we've got fulfilled our different moral obligations according with those
necessities and the Code of Ethics. We consider that the audit proof we've got acquired is enough and
suitable to offer a foundation for our opinion. Responsibility of Management for Financial Statements
The Company’s Board of Directors is accountable for the topics said in segment 134(5) of the
Companies Act, 2013 (“the Act”) with appreciate to the coaching of those economic statements that
deliver a real and truthful view of the economic position, economic overall performance and coins
flows of the Company according with the accounting concepts normally well-known in India, such as
the accounting Standards particular below segment 133 of the Act. This obligation additionally
consists of preservation of ok accounting information according with the provisions of the Act for the
safeguarding of the belongings of the Company and for stopping and detecting frauds and different
irregularities; choice and alertness of suitable accounting policies; making judgments and estimates
which can be affordable and prudent; and layout, implementation, and preservation of ok inner
economic controls, that have been running efficiently for making sure the accuracy and completeness
of the accounting information, applicable to the coaching and presentation of the economic
announcement that offers a real and truthful view and is loose from fabric misstatement, whether or
not because of fraud or mistakes.

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In getting ready the economic statements, control is accountable for assessing the Company’s cap
potential to retain as a going difficulty, disclosing, as applicable, topics associated with going worried
and the usage of the going difficulty foundation of accounting until control both intends to liquidate
the Company or to quit operations or has no sensible opportunity however to do so.
The Board of Directors is likewise accountable for overseeing the company’s economic reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our goals are to acquire affordable warranty approximately whether or not the economic statements
as an entire are loose from fabric misstatement, whether or not because of fraud or mistakes and to
trouble an auditor’s file that consists of our opinion. Reasonable warranty is an excessive stage of
warranty however isn't a assure that an audit performed according with SAs will continually stumble
on a cloth misstatement whilst it exists. Misstatements can rise up from fraud or mistakes and are
taken into consideration fabric if, for my part or withinside the aggregate, they may fairly be
anticipated to persuade the financial selections of customers taken on the premise of those economic
statements.

As a part of an audit according with SAs, we exercising expert judgment and preserve expert
scepticism during the audit. We additionally:
• Identify and examine the dangers of fabric misstatement of the economic statements, whether or not
because of fraud or mistakes, layout and carry out audit strategies aware of the ones dangers, and
acquire audit proof this is enough and suitable to offer a foundation for our opinion. The chance of
now no longer detecting a cloth misstatement as a consequence of fraud is better than for one as a
consequence of mistakes, as fraud might also additionally contain collusion, forgery, intentional
omissions, misrepresentations, or the override of inner control.

Obtain an knowledge of inner manipulate applicable to the audit a good way to layout audit processes
which can be suitable withinside the circumstances. Under segment 143(3)(i) of the Companies Act,
2013, we also are chargeable for expressing our opinion on whether or not the enterprise has an ok
inner monetary controls device in vicinity and the running effectiveness of such controls
• Evaluate the appropriateness of accounting rules used and the reasonableness of accounting
estimates and associated disclosures made with the aid of using management.
• Conclude at the appropriateness of management’s use of the going situation foundation of
accounting and, primarily based totally at the audit proof received, whether or not a cloth uncertainty
exists associated with occasions or situations which can forged widespread doubt at the Company’s
capacity to preserve as a going situation. If we finish that a cloth uncertainty exists, we're required to
attract interest in our auditor’s document to the associated disclosures withinside the monetary
statements or, if such disclosures are inadequate, to adjust our opinion. Our conclusions are primarily
based totally at the audit proof received as much as the date of our auditor’s document. However,
destiny occasions or situations can also additionally reason the Company to end to preserve as a going
situation.
• Evaluate the general presentation, shape and content material of the monetary statements, along with
the disclosures, and whether or not the monetary statements constitute the underlying transactions and
occasions in a way that achieves truthful presentation.

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We speak with the ones charged with governance concerning, amongst different subjects, the
deliberate scope and timing of the audit and widespread audit findings, along with any widespread
deficiencies in inner manipulate that we become aware of for the duration of our audit.
We additionally offer the ones charged with governance with an assertion that we've got complied
with applicable moral necessities concerning independence, and to speak with all of them
relationships and different subjects which can fairly be concept to endure on our independence, and
wherein relevant, associated safeguards. From the subjects communicated with the ones charged with
governance, we decide the ones subjects that have been of maximum importance withinside the audit
of the monetary statements of the modern duration and are consequently the important thing audit
subjects. We describe those subjects in our auditor’s document until regulation or law precludes
public disclosure approximately the problem or when, in extraordinarily uncommon circumstances,
we decide that a count must now no longer be communicated in our document due to the fact the
detrimental effects of doing so might fairly be anticipated to outweigh the general public hobby
advantages of such communication.

Report on different criminal and regulatory necessities

The provisions of the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued with the aid of
using the Central Government of India in phrases of sub-segment (11) of segment 143 of the
Companies Act, 2013 aren't relevant to the Companies as
I. The enterprise isn't a conserving or subsidiary enterprise of a public enterprise,

II. The enterprise does now no longer have a paid-up capital and reserve and surplus now no
longer greater than 1 crore as at the stability sheet date,

III. The employer does now no longer have overall borrowing exceeding 1 crore from any
financial institution and economic organization at any factor in time at some stage in the
economic 12 months,

IV. The employer does now no longer have overall sales exceeding 10 crores at some stage in the
economic 12 months.

As required through Section 143(3) of the Act, we record that:

a) We have sought and acquired all of the statistics and motives which to the excellent of our
understanding and notion had been vital for the functions of our audit;

b) In our opinion, right books of account as required through regulation were saved through the
Company to date because it seems from our exam of these books;

c) The stability sheet, the announcement of earnings and loss announcement, treated through this
record are in settlement with the books of account;

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 d) In our opinion, the aforesaid economic statements observe the accounting requirements
detailed beneathneath segment 133 of the Act, study with rule 7 of the Companies (Accounts)
Rules, 2014;

e) On the premise of the written representations obtained from the administrators as on March
31, 2021, taken on document through the board of administrators, not one of the
administrators is disqualified as on March 31, 2021, from being appointed as a director in
phrases of Section 164 (2) of the Act;

f) Since the Company’s turnover as in keeping with trendy audited economic statements is much
less than Rs.50 Crore and its borrowings from banks and economic establishments at any time
at some stage in the 12 months is much less than Rs.25 Crore, the Company is exempted from
getting an audit opinion with admire to the adequacy of the inner economic controls over
economic reporting of the employer and the working effectiveness of such controls vide
notification dated June 13, 2017; and

g) With admire to the opposite topics to be covered withinside the Auditor’s Report according
with Rule eleven of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the excellent of our statistics and consistent with the reasons given to us;

1. The Company does now no longer have any pending litigations which might effect its
economic position;

2. The Company did now no longer have any long-time period contracts inclusive of by-product
contracts for which there had been any fabric foreseeable losses; and

3. There has been no put off in shifting amounts, required to be transferred, to the Investor
Education and Protection Fund through the Company

For KTR LTD.

CA ABHAY PARMAR
Partner
Membership No.: 444224
Place: Ahmedabad
UDIN: 11122211AAAAAA1111
Date: 03-10-2022

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 SUBMITTED BY

20BBL001 – ABHAY PARMAR

20BBL002 – ABHAY PUROHIT
20BBL004 – ABHINAV PANDEY
20BBL005 – ADITYA KATIYAR
20BBL011 – ARIF HUSSAIN
20BBL047 – RISHI KOTHARI