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Cosmo Ferrites Ltd.

BSE: 523100 Sector: Engineering
NSE: N.A. ISIN Code: INE124B01018
BSE LIVE 15:40 | 02 Dec 17.55 0.95
(5.72%)
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OPEN 17.45
PREVIOUS CLOSE 16.60
VOLUME 2
52-Week high 23.25
52-Week low 10.85
P/E 92.37
Mkt Cap.(Rs cr) 21.11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.45
CLOSE 16.60
VOLUME 2
52-Week high 23.25
52-Week low 10.85
P/E 92.37
Mkt Cap.(Rs cr) 21.11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cosmo Ferrites Ltd. (COSMOFERRITES) - Director Report

Company director report

THE MEMBERS

COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business andoperations of the company along with Audited Balance Sheet and Profit & Loss A/c forthe year ended 31st March 2016.

(Rs. in Lacs)

FINANCIAL RESULTS 2015-16 2014-15
Sales 6333.16 5676.00
Other Income 92.44 115.00
Profit /(Loss)before depreciation & tax 374.32 124.00
Depreciation 369.16 361.00
Exceptional item - -
Profit/(Loss) before Tax 5.16 (237.00)
Provision for current Tax - -
Provision for earlier Year 2.44 1.00
Profit/(Loss) after current Tax 2.72 (238.00)
Provision for deferred tax 2.40 (71.00)
Profit/(Loss) After Deffered Tax 0.32 (167.00)
Add:-Mat Credit Entitlement - -
Add: Balance brought forward 233.00 233.00
Less:-Transfer to Preference Share Capital - -
Redemption Reserve - -
Add:- Transfer from General Reserve 233.00 233.00
Profit/(Loss) available for appropriation - -
Provision for arrears off Dividend on - -
Cumulative Redeemable Preference Shares
Proposed Dividend on Cumulative - -
Redeemable Preference Shares
Corporate Tax on Dividend - -
Balance carried to Balance Sheet 233.00 233.00
233.00 233.00

2. REVIEW OF OPERATIONS

• For the year ending 31st March 2016 sales increased to Rs 6333 Lacs as comparedto Rs. 5676 Lacs for previous year.

• Net Profit before tax for the year is Rs. 5 lacs as compared to Net loss of Rs.237 lacs in the previous year.

3. DIVIDEND

In view of the null profitability during this year the Directors are unable torecommend any dividend on the equity shares for the year ended March 31 2016.

4. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities are being made to expandthe domestic and export markets.

5. CORPORATE GOVERNANCE

Company is committed to maintaining the best standards of Corporate Governance and hasalways tried to build the maximum trust with shareholders employees customers suppliersand other stakeholders. A separate section on Corporate Governance forming part of theDirectors’ Report and the certificate from the Auditors confirming compliance of theCorporate Governance norms as stipulated in the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is included in the Annual Report in Annexure - A.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations Management’s Discussion andAnalysis Report for the year is presented in a separate section forming part of the AnnualReport

7. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and certified by Statutory as well asInternal Auditors and cover all key areas of business. Independence of the internal auditand compliance is ensured by direct reporting to the Audit Committee of the Board. A CEOand CFO Certificate forming part of the Corporate Governance Report further confirms theexistence and effectiveness of internal controls and reiterates their responsibilities toreport deficiencies to the Audit Committee and rectify the same.

8. DIRECTORS (a) Chairman

Mr. Ashok Jaipuria is the Non Executive-Chairman of the Company.

(b) Reappointment

Mr. Anil Kumar Jain Non-Independent and Non-Executive Director of the Company retiresby rotation and being eligible offer himself for reappointment at the ensuing AnnualGeneral Meeting.

(c) Status of Directors

Mr. Ambrish Jaipuria is the Executive Director & CEO of the Company. Mr. Anil KumarJain is Non-Independent and Non-Executive Director. Mr. Shreekant Somany Mr. RakeshNangia Mr. Naresh Kumar Gupta Ms. Jyoti Dixit Dr. Ramakant Dwivedi and Mr. JanardhanPralhadrao Gupta are the Independent Directors of the Company.

(d) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersubsection (6) of Section 149 of the Companies Act 2013 and under Regulation 16 of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

9. KEY MANAGERIAL PERSONNEL’S

Mr. Ambrish Jaipuria Executive Director & CEO Mr. Ramesh Chand Chief FinancialOfficer and Ms. Neha Pawar Company Secretary are the Key Managerial Personnel of theCompany in accordance with the provisions of Section 2(51) 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.During the year under review there was no change in the KMP’s of the Company.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director a formal letter of appointment is given to himwhich inter alia explains the role function duties and responsibilities expected of himas a Director of the Company. The Director is also explained in detail the Compliancerequired from him under the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 and other relevant regulations and affirmation taken withrespect to the same.

The Chairman also has one to one discussion with the newly appointed Director tofamiliarize him with the Company’s operations. Further the Company has put in place asystem to familiarize the Independent Directors about the Company its products businessand the on-going events relating to the Company The details of the familiarisationprogramme may be accessed on the Company ’s website (www.cosmoferrites.com).

11. EVALUATION OF BOARD’S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

12. MEETINGS

During the year four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under Companies Act2013.

Details of the composition of the Board and its Committees and of the Meetings heldattendance of the Directors at such meetings and other relevant details are provided inCorporate Governance Report.

13. PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

14. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 ofthe Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

15. ENERGY CONSERVATION TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Section 134(3) of the Companies Act 2013 read with the Rule8 of Companies (Accounts of Companies) Rules 2014 is annexed herewith as Annexure - Cto this report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company’s Code ofConduct or ethics policy without fear of reprisal. The policy may be accessed on theCompany’s website.

17. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board level as an essential element insupporting the attainment of its strategic objectives and its sustainable development. Inparticular a diverse Board among others will enhance the quality of decisions byutilizing different skills qualifications and professional experience for achievingsustainable and balanced development.

18. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and Individual Directors includingIndependent Directors. Members can download the complete remuneration policy on theCompany ’s website (www.cosmoferrites.com).

Disclosure of details of payment of remuneration to Managerial Personnel underSchedule V Part II Section II (A) forms part of this Corporate Governance Report

19. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered into by theCompany during the financial year were in the ordinary course of business and on anarm’s length basis. The details of the related party transactions as required underAccounting Standard-18 are set out in Note 31 to the financial statements forming part ofthis Annual Report.

During the year there were no transactions with related parties which qualify asmaterial transactions under SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) ofthe Companies Act 2013 is Not Applicable.

The Company has developed a Policy for Consideration and Approval of Related PartyTransactions which can be accessed on Company ’s website (www.cosmoferrites.com).

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure D to this Report.

21. RISK MANAGEMENT

Every organization is exposed to a number of risks that it needs to effectivelyidentify manage and mitigate. Company has a process in place to identify key risks acrossthe organisation and relevant action plans to mitigate these risks. The Risk &Operations Management Committee has been entrusted with the responsibility to assist theBoard members about the risk assessment and its minimization procedures.

There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.

22. AUDITORS

Statutory Audit:

M/s. B.K. Shroff & Co. Chartered Accountants retire as auditors of the Company atthe ensuing Annual General Meeting and seek re-appointment at the ensuing Annual GeneralMeeting of the Company. The Company has received a letter from B.K. Shroff & Co.

Chartered Accountants expressing their willingness to be reappointed as statutoryauditors of the Company and further confirmed that their reappointment if made will bein compliance with provisions of Section 141(3)(g) of the Companies Act 2013. The Boardhas proposed to appoint B.K. Shroff & Co. Chartered Accountants as statutoryauditors of the Company from the conclusion of the ensuing Annual General Meeting till theconclusion of the next Annual General Meeting.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Managerial Personnel) Rules 2014 the Company has appointed "M/sDMK Associates" a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B." TheReport does not contain any qualification reservation or adverse remark.

Cost Auditor:

The Board of Directors on the recommendation of Audit Committee has appointed M/sRavi Sahni & Co. Cost Accountants as Cost Auditor to audit the cost accounts of theCompany for the Financial Year 2016-17 at a remuneration of Rs. 125000/- plus servicetax as applicable and reimbursement of out of pocket expenses. As required under theCompanies Act 2013 a resolution seeking members’ approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

23. AUDITORS’ REMARKS

The Auditors’ remarks on the annual accounts are self explanatory and do notrequire further comments from the Company.

24. CHANGE IN NATURE OF BUSINESS IF ANY

No change in the nature of the business of the Company done during the year underreview.

25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE

COMPANY

There are no material changes and commitments which have occurred subsequent to theclose of the financial year of the Company to which the balance sheet relates and the dateof the report that may affect the financial position of the Company.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

27. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY 2016- 17to the Bombay Stock Exchange where the Company’s equity shares are listed.

28. PROMOTION OF WOMEN’S WELL BEING AT

WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints.During the year under review no complaints were reported to the Board.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is also enclosed as Annexure E(i) to this Report.

Particulars of the Employees pursuant to section 197(12) of the Companies Act 2013real with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure E(ii) to this Report.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of the Companies Act 2013 theBoard of Directors to the best of knowledge and belief and according to the informationand explanations obtained by them hereby confirm that: (i) In the preparation of theannual accounts applicable accounting standards have been followed along with properexplanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as of 31st March 2016 and of the profits of the Company for theyear ended on that date. (iii) Proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) The annual accounts of the Company havebeen prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controlswere adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

31. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extendedby the dealers distributors suppliers investors bankers financial institutions. YourDirectors also express their appreciation for the committed services by the employees ofthe Company.

For and on behalf of the Board
New Delhi Ashok Jaipuria
4th August 2016 Chairman

Annexure A

AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

To

The Members

Cosmo Ferrites Limited

We have examined the compliance of conditions of Corporate Governance by Cosmo FerritesLimited ("the Company") for the financial year ended on 31st March 2016 asstipulated in Clause 49 of the Listing Agreement of the Company with stock exchanges forthe period 1st April 2015 to 30th November 2015 and as per relevant provisions ofSecurities and Exchange Board of India ( Listing Obligations and Disclosure Requirements )Regulations 2015 ("SEBI (LODR) Regulations 2015") as referred to in Regulation15(2) of SEBI (LODR) Regulations 2015 for the period 1st December 2015 to 31st March2016. The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination has been limited to a review of theprocedures andimplementation thereof adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above- mentioned Listing Agreement / SEBI (LODR)Regulations 2015 as applicable.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the Management hasconducted the affairs of the Company.

For B.K. Shroff & Co.
Chartered Accountants
Reg. No. : 302166E
O P Shroff
Date: 4th August 2016 Partner
Place: New Delhi Membership Number 6329

Annexure B

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

M/s COSMO FERRITES LIMITED

CIN:L27106HP1985PLC006378

P.O. Jabli Distt Solan Jabli

Himachal Pradesh- 173209

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cosmo Ferrites Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2016 (Audit Period)complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter along with Annexure 1 attached to thisreport:-We have examined the books papers minute books forms and returns filed andother records maintained by the Company for the financial year ended on March 31 2016according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under; (Not applicable to the Company during the Audit Period)

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment(FDI) Overseas Direct Investment(ODI) andExternal Commercial Borrowings (ECB); (No FDI ODI and ECB was taken by the company duringthe Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the Audit Period);

d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014(Not applicable to the Company during the Audit Period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(Not applicable to the Company during the Audit Period)

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period)

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)

(vi) OTHER LAWS SPECIFICALLY APPLICABLE TO THE

COMPANY AS IDENTIFIED BY THE MANAGEMNT

i. The Factories Act 1948 and rules made there under

ii. The Payment of Wages Act 1936 and rules made there under

iii. Minimum Wages Act 1948 and the rules made there under

iv. Employees’ State Insurance Act 1948 and rules made there under

v. The Employees Provident Fund and Miscellaneous Provisions Act 1952 and the rulesmade there under

vi. Payment of Bonus Act 1965 and rules made there under

vii. The Payment of Gratuity Act 1972 and rules made there under

viii. The Contract Labour (Regulation and Abolition) Act 1970 and rules made thereunder

ix. The Apprentice Act 1961 and rules made there under

x. The Industrial Dispute Act 1947 and rules made there under

xi. The Equal Remuneration Act 1976 and rules made there under

xii. Trade Union Act 1926 and rules made there under

xiii. The Employees Compensation Act 1923 and rules made there under

xiv. Maternity Benefit Act 1961 and rules made there under

xv. The Air (Prevention and Control of Pollution) Act 1981 and rules made there under

xvi. The Water (Prevention and Control of Pollution) Act 1974 and rules made thereunder

xvii. Hazardous Waste (Management and Handling) Rules 1989 and Amendment Rules 2003

xviii. Environment Protection Act 1986 and rules made there under

xix. Legal Metrology Act 2009 and rules made there under

xx. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and rules made there under

xxi. Personal Injuries (Compensation Insurance) Act1963 and rules made there under

xxii. Custom Act 1962 and rules made there under

xxiii. Petroleum Act 1934 & rules framed there under

xxiv. Industrial Employment (Standing Orders) 1946

xxv. Income Tax Act 1961 and Indirect Tax Laws

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 & SS-2) issued by The Institute of CompanySecretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited

(iii) Securities And Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015

During the period under review the Company has complied with the provisions of the ActRules Regulations and Guidelines to the extent applicable Standards etc. as mentionedabove:

Based on the information received and records maintained we further report that

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Non-Executive women and Independent Directors. There was no change in thecomposition of the Board of Directors during the period under review.

2. Adequate notice of at least seven days was given to all directors to schedule theBoard Meetings along with agenda and detailed notes on agenda and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

3. Majority decision is carried through and recorded in the minutes of the Meetings.Further as informed no dissent was given by any director in respect of resolutions passedin the board and committee meetings.

Based on the compliance mechanism established by the company and on the basis of theCompliance Certificate (s) placed and taken on record by the Board of Directors at theirmeeting (s) we further report that; There are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the audit period the company has not incurred anyspecific event / action that can have major bearing on the company’s affairs inpursuance of above referred laws rules regulations; guidelines standards etc.

For DMK ASSOCIATES
COMPANY SECRETARIES
(MONIKA KOHLI)
FCS LL.B.
PARTNER
Date: 04.08.2016 FCS 5480
Place: New Delhi C P 4936

To

The Members

M/s COSMO FERRITES LIMITED

CIN- L27106HP1985PLC006378

P.O. Jabli Distt Solan Jabli

Himachal Pradesh- 173209

Sub: Our Secretarial Audit for the Financial Year ended March 31 2016 of even date isto be read with along with this letter

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour Audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Webelieve that the processes and practices we followed provide a reasonable basis ouropinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of the procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For DMK ASSOCIATES

COMPANY SECRETARIES

(MONIKA KOHLI)

FCS LL.B.

PARTNER

FCS 5480

C P 4936

Date: 04.08.2016

Place: New Delhi

Annexure - C

THE INFORMATION ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO STIPULATED UNDER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013 READWITH RULE 8 OF THE COMPANIES (ACCOUNT) RULES 2014

A. CONSERVATION OF ENERGY

(i) Steps taken/Impact on Conservation of Energy:

Improvement in energy efficiency is a continuous process at Cosmo and conservation ofenergy is given a very high priority in all our plants and offices.

The energy costs saving measures carried out by the company during the year are listedbelow:

• Utilization of Kiln waste heat in ultrasonic cleaners in grinders for drying theferrite cores.

• Stopping of One cooling tower and one cooling tower pump by modification in pipelines

• Reduction in contract demand for 2 Electrical connection from 1600 KVA to 1250KVA and 1100 KVA to 1000 KVA respectively

(ii) Steps taken by the Company for utilizing alternate sources of energy.

The Company is also in the process of evaluation of other sources of energy such aswind energy and solar energy. All the manufacturing units will continue to put in effortto reduce specific energy consumption.

(iii) Capital investment on energy conservation equipments during the year: NIL

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption : The Company’s technology isdeveloped in house which has helped in improving efficiency and developing new products.

(ii) The benefits derived like product improvement cost reduction productdevelopment import substitution.

• Lean model developed from Press to Pack result into reduction of input andprocessing cost.

• Open tools introduced instead of combined tools result huge saving of RawMaterials and consumables

(iii) In case of imported technology (Imported during the last 3 years reckoned fromthe beginning of the financial year)

(a) Details of Technology Imported (b) Year of Import

(c) Whether the technology been fully absorbed (d) If not fully absorbed areas wherethis has not taken place and reasons thereof

N.A. (The Company has not imported any technology)

(iv) Expenditure incurred on Research and Development

Rs. lacs.(approx)

(a) Capital 8.08
(b) Recurring 154.72
(c) Total 162.08
(d) Total R & D expenditure as percentage of net sales 2.60%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company’s foreign exchange earnings were Rs. 2817. Lacs (Previous Year Rs.3016 Lacs). The total foreign exchange utilized during the year amounted to Rs. 1641 Lacs(Previous Year Rs. 2047 Lacs). Details of foreign Exchange earned and utilized during theyear are given in Notes to Accounts.

Annexure - D

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2016

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L27106HP1985PLC006378
Registration Date 24/07/1985
Name of the Company Cosmo Ferrites Limited
Category / Sub-Category of the Company Company having Share Capital
Address of the Registered office and contact details P .O. Jabli Distt. Solan H.P .- 173209
Ph: 01792-277231-32/35/36
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer Agent if any Alankit Assignments Limited
1E/13 Jhandewalan Extension New Delhi- 110055
Ph: 011- 42541953

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1 Soft Ferrites Part (Components) 3689 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. NO. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held

Applicable Section

N.A. N.A. N.A. N.A. N.A. N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding

Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Demat Physical Total % of Total % Change During the Year
Shares Shares
A. Promoters
1) Indian
Individuals/ Hindu Undivided Family 195000 NIL 195000 1.62 195000 NIL 195000 1.62 0.00
Central Government/ State Government(s)

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Bodies Corporate

7442500

NIL

7442500

61.87

7442500

NIL

7442500

61.87

0.00

Financial Institutions/ Banks

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00
Any Others(Specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Sub Total(A)(1)

7637500

NIL

7637500

63.49

7637500

NIL

7637500 63.49 0.00
2) Foreign
Individuals (Non-Residents Individuals/

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Foreign Individuals

 

Category of Shareholder No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Demat Physical Total % of Total Demat Physical Total % of Total % Change During the Year
Shares Shares
Bodies Corporate

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Institutions

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Qualified Foreign Investor

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Any Others(Specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Sub Total(A)(2)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00
Total Shareholding of Promoter and 7637500 NIL 7637500 63.49 7637500 NIL 7637500 63.49 0.00
Promoter Group (A)= (A)(1)+(A)(2)
B. Public shareholding
1) Institutions
Mutual Funds/ UTI

NIL

7100

7100

0.06

NIL

7100

7100

0.06

0.00

Financial Institutions / Banks

NIL

300

300

0.00

NIL

400 400 0.00 33.33
Central Government/ State Government(s) NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Venture Capital Funds

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Insurance Companies

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00
Foreign Institutional Investors

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Foreign Venture Capital Investors

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL 0.00
Qualified Foreign Investor

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Any Other (specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Sub-Total (B)(1)

NIL

7400

7400

0.06

NIL

7500

7500

0.06

0.00

2) Non-institutions
Bodies Corporate 662328 3900 666228 5.54 776246 3900 780146 6.48 0.94
Individuals
i. Individual shareholders holding nominal share capital up to Rs 1 lakh 1652948 357101 2010049 16.70 1573375 351101 1924476 16.00 -0.70
ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 1702248 NIL 1702248 14.15 1676816 NIL 1676816 14.00 -0.15
Qualified Foreign Investor

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
Any Other (specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Non Resident Indian 6175 400 6575 0.06 3162 400 3562 0.03 -0.03
Sub-Total (B)(2) 4023699 361401 4385100 36.45 4029599 355401 4385000 36.45 0.00
Total Public Shareholding (B)= (B)(1)+(B)(2) 4023699 368801 4392500 36.51 4029599 362901 4392500 36.51 0.00
TOTAL (A)+(B) 11661199 368801 12030000 100.00 11667099 362901 12030000 100.00 0.00
C. Shares held by Custodians and against which Depository
Receipts have been issued
Promoter and Promoter Group

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Public

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

0.00

Sub-Total (C )

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL 0.00
GRAND TOTAL (A)+(B)+(C) 11661199 368801 12030000 100.00 11667099 362901 12030000 100.00 0.00

(ii) Shareholding of Promoters

Sl No. Shareholder’s Name Shareholding at the beginning of the Year Shareholding at the end of the Year
No. of Shares % of total shares of the % of Shares Pledged/ No. of Shares % of total shares of the % of Shares Pledged/ % change in shareholding during the year
Company encumbered to total Shares Company encumbered to total Shares
1 Aanchal Jaipuria

55500

0.461

NIL

55500

0.461

NIL

NIL

2 Abha Jaipuria

7500

0.062

NIL

7500

0.062

NIL

NIL

3 Ambrish Jaipuria

52100

0.433

NIL

52100

0.433

NIL

NIL
4 Ashok Jaipuria

79900

0.664

NIL

79900

0.664

NIL

NIL

5 Andheri Properties & Finance Ltd.

3756375

31.225

5.82

3756375

31.225

NIL

NIL

6 Pravasi Enterprises Ltd.

50

0.000

NIL

50

0.000

NIL

NIL

7(a) Sunrise Manufacturing Company Ltd.

575

0.005

NIL

575

0.005

NIL

NIL

7(b) Sunrise Manufacturing Company Ltd. 500 0.004 NIL 500 0.004 NIL NIL
(C/o Gayatri & Annapurna)
8 Super Sadiq Enterprises

3685000

30.632

NIL

3685000

30.632

NIL

NIL

Pvt. Ltd.

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company

 

At the beginning of the year No Changes during the year.
Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc): No Changes during the year.
At the End of the year No Changes during the year.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs) :

Sl. No. For Each of the Top 10 Shareholders* Shareholding at the beginning of the year Cumulative Shareholding end of the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Sathya S 184660 1.53 212390 1.765
2 Sangeetha S

182429

1.52

204190

1.697

3 Devyani Enterprises Private Limited

200000

1.663

200000

1.663

4 Bharati Bharat Dattani 88827 0.738 107927 0.898
5 VSL Securities Private Limited 100000 0.831 100000 0.831
6 Jinesh Chand Jain 86403 0.718 86403 0.718
7 Savitha S 56826 0.472 81210 0.675
8 Shashi Rani Gupta 85759 0.713 75959 0.631
9 Jinesh Chand Jain

75483

0.627

75483

0.627

10 Bharat Jamnadas Dattani 92025 0.765 70434 0.585

*The shares of the Company are traded on a daily basis and hence the datewise increase/ decrease in shareholding is not indicated. Shareholding is consolidated based onpermanent account number (PAN) of the shareholder.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholding of each of the Directors and each Key Managerial Personnel Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the Company Date Increase/ (decrease) Reason No. of shares % of total shares of the Company
1 Mr. Ashok Jaipuria
At the beginning of the year 79900 0.461 79900 0.461
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 79900 0.461 - - - 79900 0.461
2 Mr. Anil Kumar Jain
At the beginning of the year 462 0.0038 - - - 462 0.0038
Date wise Increase/ Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment/ transfer/bonus/ sweat equity etc): - - - - - - -
At the End of the year 462 0.0038 - - - 462 0.0038
3 Mr. Ambrish Jaipuria
At the beginning of the year 52100 0.433 52100 0.433
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 52100 0.433 - - - 52100 0.00
4 Mr. Shreekant Somany
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 0 0.00 - - - 0 0.00
5 Mr. Naresh Kumar Gupta
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/ decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 0 0.00 - - - 0 0.00
6 Mr. Rakesh Nangia
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year

0

0.00

-

-

-

0

0.00

7 Ms. Jyoti Dixit
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share - - - - - - -
holding during the year specifying the
reasons for increase / decrease
(e.g.allotment / transfer / bonus/
sweat equity etc):
At the End of the year 0 0.00 - - - 0 0.00
8 Dr. Ramakant Dwivedi
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 0 0.00 - - - 0 0.00
9 Mr. Janardhan Pralhadrao Gupta
At the beginning of the year 0 0.00 1 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 0 0.00 - - - 1 0.00
10 Mr. Ramesh Chand
At the beginning of the year 1000 0.008 1000 0.008
Date wise Increase / Decrease in Share - - - - - - -
holding during the year specifying the
reasons for increase / decrease
(e.g.allotment / transfer / bonus/
sweat equity etc):
At the End of the year 1000 0.008 - - - 1000 0.008
11 Ms. Neha Pawar
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): - - - - - - -
At the End of the year 0 0.00 - - - 0 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the
Financial Year
i) Principal Amount 2444.21 - 2.85 2447.06
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2444.21 - 2.85 2447.06
Change in Indebtedness during the
Financial Year
• Addition 2012.84 50.00 - 2062.84
• Reduction (1673.91) - - (1673.91)
Net Change 338.94 50.00 - 388.94
Indebtedness at the end of the Financial Year
i) Principal Amount 2783.15 50.00 2.85 2836.00
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 2783.15 50.00 2.85 2836.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager
WTD
Mr. Ambrish Jaipuria
1. Gross salary
(a) Salary as per provisions contained in section 17(1) 35.14
of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 3.98
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 19.20
2. Stock Option Nil
3. Sweat Equity Nil
4. Commission
- as % of profit
- others specify... Nil
5. Others please specify Nil
Total (A) 58.32
Ceiling as per the Act Rs 84 lacs being the amount permissible under Section II Part II of Schedule V of Companies Act 2013.

B. Remuneration to other directors: (1) Independent Directors

Name of Director Fee for attending Board/ Committee meetings Commission Others Total
Mr. Shreekant Somany 0.10 - - 0.10
Mr. Rakesh Nangia 0.60 - - 0.60
Mr. N.K. Gupta

0.60

-

-

0.60

Ms. Jyoti Dixit 0.40 - - 0.40
Dr. Ramakant Dwivedi 0.45 - - 0.45
Mr. Janardhan Pralhadrao Gupta 0.30 - - 0.30
Total (1) 2.45
(2) Non Executive Directors
Mr. Ashok Jaipuria** NIL - - NIL
Mr. Anil Jain 0.45 - - 0.45
Total (2) 0.45
Total (B)= (1) + (2) 2.90

Ceiling as per the Act As per the section 197 sitting fee of Rs 1 lac permeeting is allowed.

*The above mentioned Directors only receive Sitting Fees and have no other pecuniaryrelationship with the Company. **Mr. Ashok Jaipuria opted not to take any sitting fees forattending any meeting of the Board of Directors and Committee thereof.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs. in lakhs.)

Sl. No. Particulars of Remuneration Key Managerial Personnel
CFO & Company Secretary
1. Gross salary
(a) Salary as per provisions contained in section 17(1) 9.43
of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Nil
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 8.35
2. Stock Option Nil
3. Sweat Equity Nil
4. Commission
- as % of profit
- others specify... Nil
5. Others please specify Nil
Total* 17.78

Figures have been rounded off.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under Companies Act 2013)

No penalties/punishment/compounding of offences were levied under the Companies Act2013.

Annexure – E(i)

(THIS REPORT FORMS PART OF DIRECTORS’ REPORT)

DISCLOSURE IN DIRECTORS’ REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

1. The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the

Financial Year.

Name of the Director Ratio
1. Mr. Ambrish Jaipuria 43.80

Note:For this purpose Sitting Fees paid to the Directors have not been consideredas remuneration.

2. The percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary in the Financial Year.

Name Designation % increase
Mr. Ambrish Jaipuria Executive Director& CEO 130.36%
Mr. Ramesh Chand Chief Financial Officer 3.50%
Ms. Neha Pawar Company Secretary 15.00%

3. Percentage increase in the median remuneration of all employees in theFinancial Year 2015-16: 3%

4. Number of Permanent employees on the rolls of Company as on 31st March2016:263

5. Average percentage increase made in salary of employees other than theManagerial Personnel in the last Financial Year and its comparison with the percentageincrease in the Managerial Remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial Remuneration:

Average increase in remuneration for Employees other than Managerial Personnel and forManagerial Personnel is 3.00% and 130.36% respectively. The increase in remuneration ofmanagerial personnel is due to variable component.

6. Affirmation that the remuneration is as per the Remuneration Policy of theCompany

It is confirmed that the remuneration paid to the Directors Key Managerial Personnelsand Senior Management is as per the Remuneration Policy of the Company

General Note :

• Managerial Personnel includes Whole-time Director.

Annexure – E(ii)

Statement containing the particulars of employees in accordance with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2016:

1. Names of the top ten employees of the Company in terms of remuneration drawnand the name of employees who were employed throughout the Financial Year 2015-16 and werepaid remuneration not less than 1 Crore 2 lakhs Rupees per annum/8 lakhs 50 thousand permonth:

Sl. No. Employee Name Age Qualification Designation/ Nature of Duties Date of Employment Remuneration Received Experience (in years) Last Employment Designation
1 Mr. Ambrish Jaipuria 37 Business Administration Ohio State University USA Executive Director & CEO 29/01/2004 8390149 10 - -
2 Mr. Sanjeev Kumar 47 B.Tech DME Diploma in Management General Manager 01/06/1988 1996788 28

Kamla Dials & Devices Dera Bassi Punjab

Head Manufacturing
3 Mr. K Sriram

50

B.E. Ceramic Engineering. Asstt. General Manager 29/06/1991 1685466 24 - -
4 Mr. Ramesh Chand 52 B.SC. (Computer Science) PGDBM (Systems) Chief Financial Officer 23/03/1988 1573218 30 - -
5 Mr. Sameer Yadav 35 M.Tech(Specialisation in Materials Science & Metallurgy) Manager Marketing- International 02/02/2006 1297782 10 - -
6 Mr. P.V.V. Satyanarayana 39 Diploma in Ceramic and Glass Technology Manager 01/01/2015 1184124 19 Victor Component Systems Pvt. Ltd. Plant Head (Production)
7 Mr. Lakshmi Dutt Sharma 51 B.COM Sr. Manager- Finance & Accounts 01/02/1987 1140822 29 - -
8 Mr. Harisaran Singh 47 B.Tech. In Ceramic Technology Diploma In Opern. Management Manager 21/10/2013 1137090 25 EPCOS India PVT. Ltd. Manager
9 Mr. Parmod Kumar Jain 48 Bachelor of Arts Deputy Manager- Domestic marketing 01/06/1988 956394 26 - -
10 Mr. Anil Khurana 49 Diploma (Mechanical) Assistant Manager 01/04/1987 832116 29

Kamla Dials & Devices

Draftsmen (Mechanical)

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