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COSCO (India) Ltd.

BSE: 530545 Sector: Others
NSE: N.A. ISIN Code: INE949B01018
BSE 00:00 | 10 Aug 75.55 -0.60
(-0.79%)
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76.15

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78.80

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73.05

NSE 05:30 | 01 Jan COSCO (India) Ltd
OPEN 76.15
PREVIOUS CLOSE 76.15
VOLUME 1939
52-Week high 145.00
52-Week low 50.75
P/E 17.41
Mkt Cap.(Rs cr) 31
Buy Price 74.05
Buy Qty 100.00
Sell Price 75.55
Sell Qty 222.00
OPEN 76.15
CLOSE 76.15
VOLUME 1939
52-Week high 145.00
52-Week low 50.75
P/E 17.41
Mkt Cap.(Rs cr) 31
Buy Price 74.05
Buy Qty 100.00
Sell Price 75.55
Sell Qty 222.00

COSCO (India) Ltd. (COSCOINDIA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting their 40th Annual Report together with theAudited Financial Statements for the year ended 31st March 2019.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR ENDED 31-03-2019 PREVIOUS YEAR ENDED 31-03-2018
(Rs. in Lacs) (Rs. in Lacs)
Revenue from operations 13288.42 12622.94
Other Income 73.93 53.97
Total Revenue 13362.35 12676.91
Total Expenses before Depreciation and Finance 12370.51 11554.16
Costs
Profit before Depreciation Finance Costs and Tax Expense 991.84 1122.75
Less: Depreciation / Amortisation / Impairment 97.86 100.89
Profit before Finance Costs and Tax Expense 893.98 1021.86
Less Finance cost 424.27 394.80
Profit before Tax 469.71 627.06
Tax Expenses :
Current Tax 137.52 260.56
Earlier Year Taxation (6.71) -
Deferred Tax 37.13 (26.52)
Profit for the period from continuing operations 301.77 393.02
Other Comprehensive Income (Net of Income tax) (6.12) 8.17
Total Comprehensive Income for the year 295.66 401.19

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2018-19

The Revenue from Sale of Products for the current year ended 31.03.2019 was 13219.56Lacs against previous year's sales of Rs.12563.11 Lacs – registering a growth ofabout 5.23 % over the previous year. The exports were Rs.315.55 Lacs (Previous year 248.29Lacs) in F.O.B value terms. The Revenue from services for the current year amounted toRs.6.36 Lacs (Previous year Rs.6.21 Lacs ). Other Operating Income was Rs.62.50 Lacs (Previous Year Rs.53.62 Lacs) which includes Export Incentives viz. Duty Drawback Rs.5.71Lacs ( Previous Year Rs.8.04 Lacs ) & PFSL 18.70 Lacs ( Previous Year 10.25 Lacs).

The Indian economy grew at 6.8% in FY 2018-19which was lower than 7.2% growthregistered in FY 2017-18. The growth declined quarter on quarter during 2018-19 due tocontraction both in the Agriculture and Industry Sectors and Global slow down. The worldoutput growth fell from 3.8% in 2017 to 3.6% in 2018. The market demand remained stagnantdue to moderation in the growth of the Indian economy and difficult global economy.

The Management strategic objective is to build a sustainable organization that remainsrelevant to the agenda of our clients while creating growth opportunities for ouremployees and generating profitable growth for our investors. Management is hopeful forsteady performance/growth in the current and following years as markets are graduallystabilizing and adapting to GST.

The Net Worth of the Company as at 31.03.2019 was Rs.3741.14 Lacs (Previous YearRs.3445.49 Lacs).

The Management is continuously taking effective steps to enhance 'COSCO' Brand Valuewhich is well established in the Domestic market. The Company is focusing on furtherstrengthening the marketing network. The Company is expanding its product range in itsendeavour to improve top line as well as net margins. The Company manufactures/sourceinternationally at competitive prices quality products and develop/source new products onregular basis.

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka(Private) Limited (CPLPL):As reported in earlier year(s) M/s Cosco Polymer Lanka(Private) Limited has been scheduled in the Revival of Underperforming Enterprises orUnderutilized Assets Act No 43 of Rs.2011(of Sri Lanka). The Shares of the WOS are vestedin Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by theGovernment under 'Revival of Under Performing Enterprises or Under Utilized Assets Act ofSri Lanka (Act No. 43 of Rs.2011)'. Competent Authority appointed under the Act iscontrolling administering and managing such Enterprises/Units/Assets. The Act (of SriLanka) provides for payment of compensation to the Shareholders. The CompensationTribunal vide its letter Ref: Com T/01/27 dated 08.12.2015 has allowed compensation ofLKR 48000000 (Equivalent 20465760) and after deducting LKR 1674361.66 due for Boardof Investment (BOI ) of Sri Lanka as at the date of vesting the net compensation payableis LKR 46325638.34 (Equivalent 19751862). The amount is yet to be released and thesame shall be credited to Liquidator since Cosco Polymer Lanka (Private) Ltd. has beenordered to be wound up by the Hon'ble High Court of the Western Province (ExercisingCivil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). Themanagement does not expect any net realisable value of its investment in the erstwhilesubsidiary. However realisation if any shall be accounted for in the year of actualreceipt.

"Consolidated Financial Statements" as per Accounting Standard 21/IAS 110issued by the Institute of Chartered Accountants of India have not been prepared sincethe company is under liquidation.

DIVIDEND

Board does not recommend any dividend for Financial Year 2018-19 to consolidatefinancial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is 1125.17 Lacs and same is retained on31.03.2019. The Board of Directors of your company has decided not to transfer any amountto the Reserves for the year under review. The balance in Retained earning include Currentyear's Net Profit from continuing operations 301.77 Lacs (Previous year 393.02 Lacs).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the CompaniesAct2013 your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and based on the internal controlscompliance systems established and maintained by the Company make the following statementthat:

i. in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

ii. 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 the Company as at 31st March 2019 and of the profitof the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

Mr. Pankaj Jain (DIN:00190414) and Mr. Manish Jain (DIN: 00191593) Directors of theCompany retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment. Board recommends their reappointment.

Pursuant to the provisions of section 203 of the Companies Act 2013 the keymanagerial personnel of the Company are:-

Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief ExecutiveOfficer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director ofthe Company who were reappointed for a period Three (3) years with effect from 16th March2019 till 15th March 2022 in the lastAnnual General Meeting held on 29th September 2018.

Mr.Arun Jain (DIN:01054316) Mr. Manish Jain (DIN: 00191593) Mr. Pankaj Jain (DIN:00190414) and Mr. Neeraj Jain (DIN: 00190592) who were re-appointed as Whole TimeDirectors of the Company w.e.f 01st October 2017 for a term of Rs.3 Years in theAnnualGeneral Meeting of the Company held on 29th September 2017.

Ms. Sudha Singh -Company Secretary w.e.f 1st May 2015.

Pursuant to the provisions of Section 149 of the Companies Act 2013 which came intoeffect from April 1st 2014 Shri Mahavir Prasad Gupta (DIN 00190550) Shri Sunil KumarJain (DIN 00387451) Shri Mohan Lal Mangla (DIN 00311895) Shri Vijender Kumar Jain (DIN06423328) Shri Vijay Kumar Sood (DIN 01525607) and Ms. Nisha Paul (DIN 00325914) werereappointed for their 2nd Term as Independent Directors of the Company w.e.f 1st October2017 to 30th September 2022 at theAnnual General Meeting of the Company held on 29thSeptember 2017 for a term of Rs.5 years The terms and conditions of appointment ofIndependent Directors are as per Schedule IV of the CompaniesAct 2013.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the payment of sitting fees andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Company.

All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms ofRegulations 25(8) of the Listing Regulations the Independent Directors have confirmedthat they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.

None of the Director is disqualified from being appointed as Director in terms ofsection 164 of the CompaniesAct 2013 and they have given their consent in writing to actas Director(s).

MEETINGS OF THE BOARD

During the year 2018-2019 Four (4) Board Meetings and Four (4) Audit CommitteeMeetings were held. In accordance with requirement other committee meetings were heldfrom time to time and one separate meeting of Independent Directors was also held.Relevant details of the meetings are given in the Corporate Governance Report which formpart of this report.

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013 and therules made thereunder the Board required to carry out the Annual Performance Evaluationof the Board its Committees and individual Directors. Additionally as per provision ofRegulation 17 (10) of SEBI (LODR) Regulations 2015 the performance evaluation of theindependent directors was also to be done by the Board of Directors.Accordingly The boardof directors has carried out an annual evaluation of its own performance board committeesand individual directors including the Independent Directors (wherein the concerneddirector being evaluated did not participate).

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. In aseparate meeting of independent directors performance of non-independent directorsperformance of the board as a whole and performance of the Managing Directors wereevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

POLICY ON DIRECTORS'APPOINTMENTAND REMUNERATIONAND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act (salient features) has been briefly disclosedhereunder ;

Selection and procedure for nomination and appointment of Directors

The Policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the CompaniesAct2013 is available on the Company website www.cosco.in .

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBIListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors. The key features of which are asfollows: Qualifications – The Board nomination process encourages diversity ofthought experience knowledge age and gender. It also ensures that the Board has anappropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act theDirectors are expected to demonstrate reasonable standards of ethical behaviorcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criterialaid down in Section 149(6) of theAct the Rules framed thereunder and Regulation 16(1)(b)of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors KMPs and employees is asper the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY

The Company has internal control systems inter alia including system of internalfinancial controls commensurate with the size and scale of its business operations. Thesystem of internal financial control strives to ensure that all transactions areevaluated authorized recorded and reported accurately and that all assets aresafeguarded and protected against losses that may arise from unauthorized use ordisposition. Based on the framework of internal financial controls and compliance systemsput in place by the Company and the reviews performed by management and the auditcommittee the board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2018-19. The company will furtherstrengthen its Internal Financial Controls in areas observed by theAuditors.

The Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the CompaniesAct 2013 read togetherwith the Companies (IndianAccounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India. Changes in policies if any areapproved by theAudit Committee in consultation with the StatutoryAuditors.

The details in respect of internal control and their adequacy included in themanagement discussion & analysis forms part of this report

AUDITORS

The current auditors viz. M/s. V.P. Jain & Associates Chartered Accountants (Firmregistration number: 015260N) were appointed by the members at their Annual GeneralMeeting held on 29th September 2017 to hold the office of auditor from the conclusion ofthe Thirty-Eighth Annual General Meeting till the conclusion of this Forty-third AnnualGeneral Meeting.

M/s. V.P. Jain & Associates have confirmed their eligibility and qualificationrequired under section 139 and 141 and other applicable provisions of The Companies Act2013 and Rules issued thereunder (including any statutory modification(s) or re-enactmentthereof for the time being in force).

Pursuant to Section 141 of the Act the Auditors have represented that they are notdisqualified and continue to be eligible to act as theAuditor of the Company

INDEPENDENTAUDITORS' REPORT

TheAuditors' Report do not contain any qualifications or adverse remarks except fordrawing attention in respect of the matters reported under Emphasis of the Matter. Theopinion of the Auditors is not qualified in respect of matters reported under Emphasis ofthe Matter. Auditors have drawn attention to some specific Notes on Financial Statementsviz: Note no 4.3 regarding recoverable amount of land compensation Note No. 7.2 & 7.4regarding valuation of non moving and slow moving stock Note No 8.2 regarding provisionfor expected credit loss Note no 16.1 regarding identification of MSME suppliers Note No17.1 regarding unidentified receipt Note no 36.3 regarding value of investment inerstwhile subsidiary of company which are self explanatory. Amount of Land CompensationClaim Receivable is on account of enhanced compensation awarded by the Court in respect ofacquisition of land of about 325 sq. yards of factory land by PWD (B&R) Gurugram andwe are pursuing with PWD legally to recover the same. The slow moving inventories arevalued at realistic realizable value and the Management is taking effective steps toliquidate them. Company has system of creating provision of doubtful debts usually foroutstanding more than 3 years. Company has not made any provision for expected credit lossas the same is not considered to be significant. The information regarding Micro Smalland Medium enterprises have been determined to the extent such parties are identified onthe basis of information available with the Company which has been relied upon by theAuditors. Unidentified receipt include 4.20 lacs (previous year 6.92 lacs) being creditspending for identification. The status of the investment in the erstwhile subsidiary hasbeen duly explained in the within referred Note No. 36.3 on Financial Statements and alsohereinabove under Company's Performance and State of Affairs. Having regard to the factualstate of affairs of the erstwhile Subsidiary (Under Liquidation) the Management do notexpect any net realization from its investment in the said Subsidiary. Regarding theAuditors' observation w.r.t. the Internal Audit System of the company the same isreasonably effective having regard to the size of the company. However the Managementshall review scope coverage and compliance thereof to further strengthen the same.

We have taken note of the observations of the Auditors for improvement in certain areasof Internal Financial Controls and the company will take necessary steps for moreeffective monitoring of Inventory levels; better documentation and MIS in areas of Annualprocurement & Expense budget; Procurement Budgeting & Planning of Traded Goods;Obtainment of Quotation Management Negotiation & Selection; Contract labourmanagement and Improvement to prevent penal provisions for any non compliance of Statutorylaws by contractor ; prevention of non credit worth dealers; HR attendance monitoring toprevent attendance modification & excess payment of salary; ensuring verification ofall fixed assets in scale of Rs.3 years.

The Statutory Auditor of the Company has not reported any fraud as specified under thesecond proviso to Section 143(12) of theAct.

SECRETARIAL AUDITORS' REPORT

Report of the Secretarial Auditor is given as an Annexure-A which forms part ofthis Report. Secretarial Auditors' Report do not contain any qualifications reservationsadverse remarks or disclaimers which needs any comments/explanation.

INTERNAL AUDITORS

M/s PARM & Associates LLP (formerly known as P A R M & S M R N Associates)Chartered Accountants performs the duties of InternalAuditors of the Company and theirreport is reviewed by the audit committee from time to time.

COST AUDITORS

As per the Companies (Cost Records andAudit) Rules 2014 as amended by the Companies(Cost Records andAudit) Amendments Rules 2014 and 2016 the maintenance of Cost Recordshas not been specified by the Central Government and as such CostAudit is not applicableto our Company .

AUDIT COMMITTEE

The composition terms of reference etc. of the Audit Committee is provided inCorporate Governance Report which forms part of this Annual Report. There have been noinstances of non-acceptance of any recommendations of the Audit Committee by the Boardduring the financial year under review.

NOMINATIONAND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee areincluded in the Corporate Governance Report which forms part of this report.

Policy on determining the criteria for determining qualifications positives attributesand independence of a director is available on the Company website www.cosco.in.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 applicable to our company forthe year ended 31.03.2019. Your Company has achieved the net profit of rupees five croreduring financial year ended on 31.03.2017. As per the provision of Section 135 of theCompanies Act 2013 and rules framed thereunder every company having a net profit ofrupees five crore or more during any financial year shall constitute a Corporate SocialResponsibility Committee of the Board consisting of three or more directors out of whichat least one director shall be an independent director. The company has constitutedCorporate Social Responsibility Committee accordingly.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details pertaining to composition of Corporate Social Responsibility Committee areincluded in the Corporate Governance Report which forms part of this report.

During the financial year ended 31st March 2019 the company incurred CSR Expenditureof Rs.13 Lacs (Rupees Thirteen Lacs only). The CSR initiatives of the Company were underthe thrust areas of Education. The contents of the CSR Policy of the Company as approvedby the Board on the recommendation of the CSR committee is available on the website of theCompany and can be accessed through the web link;https://www.cosco.in/uploads/investors/corporate_social_responsibility_policy_1499423528.pdf

The Company's CSR Policy Statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2019 in accordance with Section 135 of theCompaniesAct 2013 and Companies (Corporate Social responsibility Policy) Rules2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) is set out in the Annexure G to this report.

RISK MANAGEMENT POLICY

The Company has an integrated risk Management framework through which it identifiesmonitors mitigates and reports key risks that impacts its ability to meet the strategicobjectives. A note on the policy of the Company on risk management is provided in thisAnnual Report under Management Discussion and Analysis Report (Refer Annexure –'F'which form part of this report).

PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements. No additional Loans Guarantees or Investment covered under theprovisions of Section 186 of the Companies Act 2013 are given provided / made during thereporting year.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were in theordinary course of business and on an arm's length basis placed before the Audit Committeeon regular basis. Omnibus approval was obtained for transactions which are of repetitivenature. All the transactions entered with the related parties do not attract theprovisions of Section 188 of the Companies Act 2013.

There are no martially significant related party transaction that may have potentialconflict with interest of Company at large. The details of RPTs during FY 2018-19including transaction with person or entity belonging to the promoter/ promoter groupwhich hold(s) 10% or more shareholding in the Company are provided in the accompanyingfinancial statements.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-Bin Form AOC -2 and the same form part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIALYEARAND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year of the company to which the financial statementsrelate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year underreview.

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the Act the extract of Annual Return is given in Annexure-Cin the prescribed Form MGT-9 which form part of this report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within themeaning of the Companies Act 2013.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act 2013 and the SEBI Listing Regulations AllIndependent Directors of the Company have given declarations under Section 149(7) of theAct that they meet the criteria of independence as laid down under Section 149(6) of theAct and Regulation 16(1)(b) of the SEBI Listing Regulations and they have complied withthe Code of Independent Directors as prescribed in Schedule IV to theAct.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies Appointment and Remuneration of managerial Personnel) Rules 2014 are givenbelow: a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial Year:

Executive Directors Ratio to median remuneration
Shri Devinder Kumar Jain 40:1
Shri Narinder Kumar Jain 40:1
Mr.Arun Jain 31:1
Mr. Manish Jain 31:1
Mr. Pankaj Jain 31:1
Mr. Neeraj Jain 31:1
Non Executive Directors Ratio to median remuneration
Shri Mahavir Prasad Gupta NotApplicable
Shri Mohan Lal Mangla (Independent Directors are paid only sitting fees and reimbursement of expenses if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors)
Shri Sunil Kumar Jain
Shri Vijender Kumar Jain
Ms. Nisha Paul
Shri Vijay Kumar Sood

b. The percentage increase in Remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Directors Chief Executive % increase in Remuneration in the financial year
Officers Chief Financial Officer and Company Secretary
Executive Directors :-
Shri Devinder Kumar Jain 15.69
Shri Narinder Kumar Jain 15.69
Mr.Arun Jain 21.05
Mr. Manish Jain 21.05
Mr. Pankaj Jain 21.05
Mr. Neeraj Jain 21.05
Independent Directors
Shri Mahavir Prasad Gupta NotApplicable (Independent Directors are paid only sitting fees and reimbursement of expenses if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors).Details of Sitting fees paid/ payable incorporated in Corporate Governance report there is no change in the fees paid from the last FY 2017-18
Shri Mohan Lal Mangla
Shri Sunil Kumar Jain
Shri Vijay Kumar Sood
Shri Vijender Kumar Jain
Ms. Nisha Paul
Ms. Sudha Singh ; 12.82
Company Secretary

c. The percentage increase in the median remuneration of employees in the FinancialYear : 8.4%

d. The number of permanent employees on the rolls of the Company: 412

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the Managerial remuneration:- Averagepercentile increase made in the employees remuneration other than Managerial Personnel inthe last FY 2018-19 was approximately 3% -25% compare to the percentile increase ofRs.15.69% to 21.05% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Companyand as approved by the members in theAnnual General Meetings as per statutoryrequirements.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the remuneration policy of the Company

g. The statement containing particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Top Ten Employees in terms of Remuneration Drawn

Employess Name Designation Remuneration in Lacs Nature of employment Qualification Experience (in years) Year of commen cement of employment Age Last employment of % of Equity Shares Whether employee is relative of Director or Manger
Shri Devinder Kumar Jain Managing Director and CEO 56.49 Permanent Graduate in B.Sc. 58 1980 81 NA 3.03 Relative of Shri Narinder Kumar Jain Mg. Director Mr. Arun Jain and Mr. Minish Jain WTD
Shri Narinder Kumar Jain Managing Director 54.13 Permanent Graduate and Diploma in International Marketing 53 1989 78 NA 3.02 Relative of Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Neeraj Jain WTD
Mr. Arun Jain Whole Time Director 43.67 Permanent B.E. M. Tech 27 2007 53 NA 1.53 Relative of. Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Manish Jain WTD
Mr. Manish Jain Whole Time Director 42.81 Permanent Qualified Engineer and MBA 26 1998 49 NA 1.69 Relative of. Shri Devinder Kumar Jain Mg.Director and Mr. Arun Jain WTD
Mr. Pankaj Jain Whole Time Director and CFO 43.44 Permanent B.Com and MBA 26 1998 48 NA 5.63 NA
Mr. Neeraj Jain Whole Time Director 42.74 Permanent B.E. M.Sc. and MBA 25 1998 47 NA 1.70 Relative of. Shri Narinder Kumar Jain Mg. Director
Mr. Rajesh Kumar Khurana Finance Mg & Head of Accounts 13.25 Permanent B.Com (H) FCA 37 1996 62 NA NIL NA
Ms Renu Vats Chief Cashier 8.82 Permanent Graduate 36 1983 57 NA NIL NA
Mr. Manojit Chakraborty Manger (Costing) 8.47 Permanent Cost Accountant 21 2005 52 NA NIL NA
Mr. Gawesh Narula Senior Accounts Officer 8.44 Permanent Graduate 21 2005 49 NA Nil NA

* Gratuity not included.

h. Name of other employees as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 of the Companies Act 2013 - Nil

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport.

Details of the familiarization programme of the Independent Directors are available onthe website of the Company.

(URL:https://www.cosco.in/uploads/investors/details_of_familiarisation_programme_imparted_to_independent_directors_1566037996.pdf)

Policy on dealing with related party transactions is available on the website of theCompany.

(URL:https://www.cosco.in/uploads/investors/related_party_transactions_policy_1566037788.pdf )

Unclaimed Dividends

Company has declared interim Dividend for FY 2015-16 . Details of unpaid / unclaimeddividend is available on the Company's website at :

https://www.cosco.in/uploads/investors/unclaimed_interim_dividend_list_for_fy_2015_16_1473228184.pdf

Members who have not encashed their interim dividend warrants pertaining to theaforesaid year may approach the Company/its Registrar for obtaining their unclaimeddividend.

Year Dividend Per Share in Date of Declaration Due Date for Transfer Amount in Rs.
2015-16 1 12.08.2015 18 th September 2022 82781

The Board has appointed Ms. Sudha Singh Company Secretary as the Nodal Officer toensure compliance with the IEPF Rules.

Details of Nodal officer is available on the website of the Company www.cosco.in .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behaviour in all its operations the Company has adopted a 'WhistleBlower policy/Vigil Mechanism' which provides for adequate safeguard against victimizationof person who use such mechanism and the Directors and employees have direct access to theChairman of the Audit Committee in exceptional cases. The Vigil Mechanism (Whistle BlowerPolicy) is available on Company's website www.cosco.in at: (URL:https://www.cosco.in/uploads/investors/whistle_blower_policy_1566037432.pdf )

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL)ACT 2013

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made there under the Company has anInternal Complaints Committee (ICC) for redressal of sexual harassment complaints and forensuring time bound treatment of such complaints. There was no complaint received from anyemployee during the financial year 2018-19 and hence no complaint is outstanding as onMarch 31st 2019 for redressal.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Matters to be included in the Report of Board ofDirectors) Rules 2014 the relevant information and data is given in Annexure-' D' annexedhereto and form part of this Report.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of thePromoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee forthe Financial Year 2018-19 and 2019 – 2020 paid to BSE Limited. No fees paid to DelhiStock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that mandatory provisions of 'CorporateGovernance' as provided in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and as per the provisions of Companies Act 2013 are duly complied with.

Report on 'Corporate Governance' along with 'Certificate by Practicing CompanySecretary' on compliance with the condition of Corporate Governance under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed hereto as part ofthis report as Annexures –'E1' 'E2'& ‘ E3' respectively.

Report on Management Discussion andAnalysis is annexed hereto as Annexure –'F' andform part of this report.

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. Theindustrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the continuous support and co-operation receivedfrom Bankers Statutory and Internal Auditors Customers Suppliers Dealers GovernmentAuthorities and Regulators and all other business associates and for their confidence inits management. The Management also place on record their appreciation for the confidencereposed by the Stakeholders. The Board of Directors also wish to convey their appreciationto all the employees for their sincere and dedicated services and unstinting efforts atall levels.

The Directors appreciate and value the contributions made by every member of the Cosco(India) Limited.

By order of the Board of Directors
(Devinder Kumar Jain) (Narinder Kumar Jain)
Registered Office: Managing Director and CEO Managing Director
2/8 Roop Nagar DIN : 00191539 DIN :00195619
Delhi – 110007
Dated: 14th August 2018