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Indo Cotspin Ltd.

BSE: 538838 Sector: Industrials
NSE: N.A. ISIN Code: INE407P01017
BSE LIVE 14:17 | 16 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.52
PREVIOUS CLOSE 11.93
VOLUME 20
52-Week high 12.52
52-Week low 10.83
P/E 100.00
Mkt Cap.(Rs cr) 5
Buy Price 11.93
Buy Qty 1.00
Sell Price 12.00
Sell Qty 80.00
OPEN 12.52
CLOSE 11.93
VOLUME 20
52-Week high 12.52
52-Week low 10.83
P/E 100.00
Mkt Cap.(Rs cr) 5
Buy Price 11.93
Buy Qty 1.00
Sell Price 12.00
Sell Qty 80.00

Indo Cotspin Ltd. (INDOCOTSPIN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report of your Companytogether with the Audited financial Statements for the financial year ended 31st March2017.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2017 issummarized below:

Particulars Amount (Rs. in lacs)
FY 2016-17 FY 2015-16
Net Sales 728.43 747.83
Other Income 9.83 12.81
Total Revenue 738.26 760.64
Total Expenditure 731.86 752.19
Profit before tax 6.40 8.44
Provision for tax 6.14 1.61
Deferred Tax -3.62 -5.79
Profit after tax 3.88 12.55
EPS (Rs.) 0.12 0.16
Proposed Dividend Nil Nil
Transfer to Reserve Nil Nil
Paid-up Share Capital 420.05 420.05
Reserves and Surplus (excluding revaluation reserve) 180.64 176.76

2. Year in Retrospect

During the year under review total income of the Company was Rs. 738.26 lacs asagainst Rs. 760.64 lacs in the previous year. The Company was able to earn a profit aftertax of Rs. 3.88 lacs in the current financial year as against a profit of Rs. 12.55 lacsin the financial year 2016-17. Your Directors are putting in their best efforts to improvethe performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2016-17 and the previousyear are as follows:

(Rs. In lacs)

Particulars FY 2016-17 FY 2015-16
Securities Premium Account 49.95 49.95
Capital Reserves 77.28 77.28
Profit & Loss A/c (Cr.) 53.41 49.53
Total 180.64 176.76

4. Public deposits

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company-31st March 2017 till the date of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

7. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2017 the Company had no Subsidiaries Joint Ventures (JVs) orAssociate Companies. Accordingly statement containing the salient feature of the financialstatement of a company’s subsidiary or subsidiaries associate company or companiesand joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.incocotspin.com at the linkhttp://indocotspin.com/reports/Policy%20for%20Determing%20Material%20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of yourCompany held on 30th September 2014 to hold office up to 5 (five) consecutive years up to31st March 2019.:??Mr. Anil Aggarwal??Mr. Ankush Aggarwal??Mr. Vinod Kumar Garg??Mrs.Saroj Garg??Mr. Pawas Aggarwal

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company’s website –www.indocotspin.com at linkhttp://indocotspin.com/reports/Independent%20Director%20-%20Familarisation%20Programme.pdf

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:??Mr. Bal Kishan Aggarwal Managing Director??Mr.Raj Pal Aggarwal Whole Time Director??Mr. Sahil Aggarwal Whole Time Director??Mr. ArpanAggarwal Whole Time Director??Mr. Sanil Aggarwal Whole Time Director??Mr. Vijay PalChief Financial Officer??Mr. Sonu Gupta Company Secretary

There is no change in the Board of Directors and the Key Managerial Personnel duringthe year under review.

Mr. Raj Pal Aggarwal is liable to retire by rotation in the ensuing Annual generalMeeting and being eligible offer himself for re-appointment. Directors recommend hisre-appointment.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or thewhole time director.

12. Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Four (4) 30.05.2016 30.07.2016 31.10.2016 & 31.01.2017

All the ten directors of the Company were present in all the Board Meetings of theCompany held during previous year.

13. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.Feedback was sought from Directors about their views on the performance of the Boardcovering various criteria. Feedback was also taken from directors on his assessment of theperformance of the other Directors. The Nomination and Remuneration Committee (NRC) thendiscussed the above feedback received from all the Directors. Based on the inputsreceived the Chairman of the NRC also made a presentation to the Independent Directors attheir meeting summarizing the inputs received from the Directors as regards Boardperformance as a whole and of the Chairman. Post the meeting of the IndependentDirectors their collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder the Board of Directors of the Company hasformulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to thisReport.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:??AuditCommittee??Nomination and Remuneration Committee??Stakeholders Relationship CommitteeComposition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

There were four meetings of the Audit Committee held during the previous year on30.05.2016 30.07.2016 31.10.2016 & 31.01.2017 where all the committee members werepresent.

Stakeholders Relationship Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

There was one meeting of the Stakeholders Relationship Committee held during theprevious year on 31.10.2016 where all the committee members were present.

Nomination and Remuneration Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Pawas Aggarwal– Member (Independent Director)

There were two meetings of the Nomination & Remuneration Committee held during theprevious year on 30.07.2016 & 31.12.2016 where all the committee members werepresent.

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-II.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions and the same is uploaded onthe Company’s website: www.indocotspin.com at the linkhttp://indocotspin.com/reports/RPT%20Policy.pdf. Details of Related Party Transactions asper AOC-2 are provided in Annexure-IV.

20. Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company as on 31st March 2017: As disclosed inthe Audited financial statement for the financial year ended 31st March 2017.

B. Details of loans given by the Company as on 31st March 2017: Nil

C. Details of guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder: Nil

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided in Annexure-V.

22. Auditors and auditors’ report:

M/s. Manish Jain & Associates Chartered Accountants Panipat were appointed as theAuditors of the Company to hold office till the conclusion of the Annual general Meetingto be held in 2019. In terms of section 139 and other applicable provisions the AuditCommittee and the Board of Directors recommend the ratification of appointment of M/s.Manish Jain & Associates Chartered Accountants as the Auditors of your Company.

The Auditors’ Report for the financial year 2016-17 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as

Annexure-VI.

The Secretarial Auditors’ Report for the financial year 2016-17 does not containany qualification observation or adverse remarks and accordingly no comments required byyour Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s R.S. Gahlyan & AssociatesChartered Accountants has been appointed as the Internal Auditors of your Company. TheCompany also has an Audit Committee who interacts with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference.

25. Risk management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

27. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

Pursuant to Section 177(9) of the Companies Act 2013 a vigil mechanism was establishedfor directors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company’s code of conduct or ethicspolicy. The copy of vigil mechanism policy is uploaded on the website of your company.

28. Management Discussion & Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure-VII.

29. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)Regulation 2015 and the same can be accessed through the following link:http://indocotspin.com/reports/New%20Insider-Trading-Code-2015.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same canbe accessed through the following link:http://indocotspin.com/reports/Code%20of%20Fair%20Disclosure.pdf

30. Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. General

Your Board of Directors confirms that (a) Your Company has not issued equity shareswith differential rights as to dividend voting or otherwise; (b) Your Company does nothave any ESOP scheme for its employees/Directors; and (c) there is no scheme in yourCompany to finance any employee to purchase shares of your Company.

33. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and of the profitand loss of the Company for the financial year ended 31st March 2017;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

34. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for thefinancial year 2017-18 has been paid to BSE.

35. Disclosure under the sexual harassment of women at workplace (PreventionProhibition And Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place properpolicy on prevention of sexual harassment at workplace. The policy aims at prevention ofharassment of employees as well as contractors and lays down the guidelines foridentification reporting and prevention of sexual harassment. There is Internal ComplaintCommittee (ICC) which is responsible for redressal of complaints related to sexualharassment and follows the guidelines provided in the policy. During the year ended 31stMarch 2017 the ICC has not received any complaints pertaining to sexual harassment.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board
For Indo Cotspin Limited
Date: 12th May 2017 Bal Kishan Aggarwal Raj Pal Aggarwal
Place: Panipat Chairman & Managing Director Whole Time Director
DIN: 00456219 DIN: 00456189