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COSCO (India) Ltd.

BSE: 530545 Sector: Others
NSE: N.A. ISIN Code: INE949B01018
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NSE 05:30 | 01 Jan COSCO (India) Ltd
OPEN 244.00
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VOLUME 494
52-Week high 442.90
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P/E 24.38
Mkt Cap.(Rs cr) 96
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Sell Price 0.00
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OPEN 244.00
CLOSE 233.45
VOLUME 494
52-Week high 442.90
52-Week low 225.10
P/E 24.38
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

DIRECTORS'REPORT

Dear Members

Your Directors have pleasure in submitting their38lh Annual Report togetherwith the Audited Financial Statements for the year ended 31st March2017.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR ENDED PREVIOUS YEAR ENDED
31-03-2017 31-03-2016
( Rs. in Lacs) ( Rs. in Lacs)
Revenue from operations 13555.76 12593.15
Other Income 121.00 0.63
Total Revenue 13676.76 12593.78
Total Expenses 13073.28 12099.14
Profit before Exceptional and 603.48 494.64
Extraordinary item and Tax
Exceptional items-charge/(income) (163.64) (1.47)
Profit before Extraordinary items and Tax 767.12 496.11
Extraordinary items - -
Profit before Tax 767.12 496.11
Tax Expenses/(lncome):
Current Tax 213.77 186.88
Earlier Year Taxation 10.69 (18.41)
Deferred Tax (5.46) (7.31)
Profit forthe period from continuing operations 548.11 334.95

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2016-17

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2017was higher at Rs. 13437.59 Lacs against previous year's sales of Rs. 12537.61 Lacsregistering a moderate growth of about 7.17 % over the previous year. The exports were Rs.259.92 Lacs (Previous year Rs. 243.18 lacs) in F.O.B value terms. The Revenue fromservices for the current year amounted to Rs. 5.82 Lacs (Previous year Rs. 4.52 Lacs). Theother Operating Income was also higher at Rs. 112.34 Lacs (Previous Year Rs. 51.01 Lacs)comprising of Export Incentives viz. Duty Drawback & PFSL Rs. 32.10 Lacs (PreviousYear Rs. 29.97 Lacs). The Other Operating Income was higher due to Royalty income duringthe Current year Rs. 32.22 Lacs (Previous year Nil). During the Current Year ended31.03.2017 the Company registered Profit before Finance Cost Depreciation and Tax Rs.1240.35 Lacs (Previous year Rs. 967.89 Lacs)

Profit before Tax Rs. 767.12 Lacs (Previous Year Rs. 496.11 Lacs) and Net Profit afterTax Rs. 548.11 Lacs (Previous Year Rs. 334.95 lacs). The Net Profit after Tax was highercompared to the Previous year. The company's performance during the year under review wasstable. The demonetization had marginal impact on the sales of the Company. The Company inearlier few years has shown consistent growth in gross revenues due to good domesticdemand. The highest rate of 28% GST imposed on Health & Fitness Products is likely toaffect sales of the Company. However Management is hopeful for stable performance in theupcoming Financial year.

The Net Worth of the Company as at 31.03.2017 was Rs. 3034.67 Lacs (Previous Year Rs.2486.56 Lacs).

The Company is expanding its product range in its endeavor to improve top line as wellas net margins. The Company manufactures/source internationally at competitive pricesquality products and develop/source new products on regular basis. The Management iscontinuously taking effective steps to enhance 'COSCO' Brand Value which is wellestablished in the Domestic market. The Company is also focusing on further strengtheningthe marketing network.

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 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 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 INR 20465760) and after deducting LKR 1674361.66 due forBoard of Investment (BOI) of Sri Lanka as at the date of vesting the net compensationpayable is LKR 46325638.34 (Equivalent INR 19751862). The amount is yet to be releasedand the same shall be credited to Liquidator since Cosco Polymer Lanka (Private) Ltd. hasbeen ordered 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 issued bythe Institute of Chartered Accountants of India have not been prepared since the companyis under liquidation.

DIVIDEND

Board does not recommend any dividend for Financial Year 2016-17 to consolidatefinancial position of the Company. TRANSFERS TO RESERVES

The opening balance of General Reserve is Rs. 1125.16 and same is retained on31.03.2017. No other amount has been transferred to General Reserve. The Current year'snet profit of Rs. 548.11 lacs (Previous year Rs. 334.95 lacs) has been retained in Surplusin the Statement of Profit and Loss.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the Companies Act2013 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 2017 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 31 st March 2017 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Neeraj Jain (DIN: 00190592) Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.Board recommends his reappointment.

The term of appointment of Mr. Arun Jain (DIN:01054316) Mr. Manish Jain (DIN:00191593) Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592) as WholeTime Directors of the Company expires on 30th September 2017. The Board recommends theirreappointment as Whole Time Directors of the Company for further period of Three (3) yearsw.e.f. 1 st October 2017 to 30th September 2020 upon the remuneration terms &conditions as set out in the Notice of the ensuing Annual General Meeting and approved bythe Nomination & Remuneration Committee as per the provisions of the Companies Act2013 & Schedule V of the Companies Act 2013 and Rules framed thereunder. Theresolutions seeking approval of the Members for the re-appointment of Mr. Arun Jain Mr.Manish Jain Mr. Pankaj Jain and Mr. Neeraj Jain have been incorporated in the notice ofthe forthcoming Annual General Meeting of the Company along with the brief details aboutthem.

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe 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 of Three (3) years with effect from 16thMarch 2016 till 15th March 2019 in the Annual General Meeting held on 30th September2015. 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 2014 fora term of 3 Years in the AnnualGeneral Meeting of the Company held on 30th September 2014. Ms. Sudha Singh -CompanySecretary was appointed 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 Lai Mangla (DIN 00311895) Shri Vijender Kumar Jain (DIN06423328) Shri Vijay Kumar Sood (DIN 01525607) and Ms. Nisha Paul (DIN 00325914) wereappointed as Independent Directors of the Company w.e.f 1st October 2014 to 30thSeptember 2017 at the Annual General Meeting of the Company held on 30th September 2014for a term of 3 years The terms and conditions of appointment of Independent Directors areas per Schedule IV of the Act.

The Board recommends their reappointment as Independent Directors of the Company forfurther period of Five (5) years w.e.f. 1st October 2017 to 30th September 2022 upon theterms & conditions as set out in the Notice of the ensuing Annual General Meeting andapproved by the Nomination & Remuneration Committee as per the provisions of theCompanies Act 2013 & Schedule IV of the Companies Act 2013 and Rules framedthereunder. As per the provisions of Section 149(10) of the Companies Act 2013 TheSpecial Resolutions seeking approval of the Members for the reappointment of Shri MahavirPrasad Gupta (DIN 00190550) Shri Sunil Kumar Jain (DIN 00387451) Shri Mohan Lai Mangla(DIN 00311895) Shri Vijender Kumar Jain (DIN 06423328) Shri Vijay Kumar Sood (DIN01525607) and Ms. Nisha Paul (DIN 00325914) have been incorporated in the notice of theforthcoming Annual General Meeting of the Company along with the brief details about them.

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. The Company has received declarations from all the Independent Directorsto this effect that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year.

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

MEETINGS OF THE BOARD

During the year 2016-2017 Six (6) Board Meetings and Four (4) Audit Committee Meetingswere held. In accordance with requirement other committee meetings were held from time totime and one separate meeting of Independent Directors was also held. Relevant details ofthe meetings are given in the Corporate Governance Report which form part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

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'APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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 Companies Act2013 is available on the Company website www.cosco.in . There has been no change in thepolicy since the last financial year. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration policy of theCompany.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 2016-17.

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

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.

NOMINATION AND 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 . Therehas been no change in the policy since the last financial year.

AUDITORS

The current auditors viz. M/s. Madan & Associates Chartered Accountants (FirmRegistration No. 000185N) were last re-appointed by the members at their Annual GeneralMeeting held on 30th September 2014 to hold the office of auditor from the conclusion ofthe Thirty-fifth Annual General Meeting till the conclusion of this Thirty- Eight AnnualGeneral Meeting. As per the provisions of section 139 of the Companies Act 2013 nolisted company shall appoint an audit firm as auditors for more than two terms of fiveconsecutive years. The Act also provided for an additional transition period of threeyears from the commencement of the Act i.e. 1st April 2014. The current auditors hadalready completed a period of Ten years at the commencement of the said Act and hence ontheir completing the additional transition period of three years provided under the Actthe term of the current auditors expires at the conclusion of the ensuing Annual GeneralMeeting.

The Board of Directors at its meeting held on 21st August 2017 based on therecommendation of the Audit Committee has recommended the appointment of M/s. V. P. Jain& Associates Chartered Accountants (Firm registration number: 015260N) as thestatutory auditors of the Company for approval by the members. M/s. V. P. Jain &Associates Chartered Accountants have consented to the said appointment and confirmedthat their appointment if made would be within the limits specified under section 141(3)(g) of the Act and that they are not disqualified to be appointed as statutory auditors.M/s. V. P. Jain & Associates Chartered Accountants (Firm registration number:015260N) will be appointed as the statutory auditors of the Company for a term of 5 (five)years with effect from the conclusion of the ensuing Annual General Meeting till theconclusion of the Forty-Third Annual General Meeting subject to ratification of theirappointment by the members at every intervening Annual General Meeting on a remunerationplus out-of-pocket expenses etc. incurred in connection with the audit as may be decidedby the Board in consultation with the auditors from year to year.

The members are therefore requested to appoint M/s. V. P. Jain & AssociatesChartered Accountants as statutory auditors of the Company for a term of five years fromthe conclusion of the ensuing Annual General meeting till the conclusion of the Forty-Third Annual General Meeting to be scheduled in 2022 subject to ratification at eachAnnual General Meeting.

The Company has received consent from the Auditors to the effect that theirappointment if made shall be in accordance with the provisions Section 141 of the Act.The Board recommends Appointment of M/s. V. P. Jain & Associates CharteredAccountants as Statutory Auditors of the Company.

INDEPENDENT AUDITORS' REPORT

The Auditors' Report do not contain any qualifications reservations adverse remarksemphasis of matter or disclaimer which needs any comments/ explanation.

SECRETARIAL AUDITORS' REPORT

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

RISK MANAGEMENT POLICY

The details pertaining to Risk Management Policy and its implementation has beencovered in the Management discussion and analysis which form part of this report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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 are placed before the Audit Committee on regular basis .omnibus approval was obtained for transactions which are of repetitive nature. All thetransactions entered with the related parties do not attract the provisions of Section 188of the Companies Act 2013.

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 THEFINANCIAL YEAR AND 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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013 were not applicable to ourcompany for the year ended 31.03.2017 and the preceding years. Your Company has achievedthe net profit of rupees five crore during financial year ended on 31.03.2017. As per theprovision of Section 135 of the Companies Act 2013 and rules framed thereunder everycompany having a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore directors out of which at least one director shall be an independent director. Thecompany has constituted Corporate Social Responsibility Committee accordingly. The detailspertaining to composition and functions of Corporate Social Responsibility Committee areincluded in the Corporate Governance Report which forms part of this report.

EXTRACT OF ANNUAL RETURN

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

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 directorto the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to median remuneration
Shri Devinder Kumar Jain 33:1
Shri Narinder Kumar Jain 33:1
Mr.Arun Jain 26:1
Mr. ManishJain 26:1
Mr. Pankaj Jain 26:1
Mr. Neeraj Jain 26:1
Non Executive Directors Ratio to median remuneration
Shri Mahavir Prasad Gupta Not Applicable (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 Mohan Lai Mangla
Shri Sunil Kumar Jain
ShriVijender Kumar Jain
Ms. NishaPaul
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 Officers Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Executive Director-
Shri Devinder Kumar Jain 22.86%
Shri Narinder Kumar Jain 22.86%
Mr.Arun Jain 13.33%
Mr. ManishJain 13.33%
Mr. Pankaj Jain 13.33%
Mr. Neeraj Jain 13.33%
Independent Directors Not Applicable (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.
Shri Mahavir Prasad Gupta
Shri Mohan Lai Mangla
Shri Sunil Kumar Jain
Shri Vijay Kumar Sood
ShriVijender Kumar Jain
Smt. Nisha Paul
Ms. Sudha Singh-Company Secretary 21.43

c. The percentage increase in the median remuneration of employees in the FinancialYear: (1) Due to increase in number of employees the median remuneration is lower comparedto last year.

d. The number of permanent employees on the rolls of the Company: 441

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 2016-17 was approximately 6% -17% compare to the percentile increase of 13.33%to 22.86% 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 the Annual 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 perthe 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 Remune ration (in Rs. ) Nature of employment Qualifi cation Experience (in years) Year of commen cement of employment Age Last employment of %0f Equity Shares Whether employee is relative of Director or Manger
Shri Devinder Kumar Jain Managing Director and CEO 4108460 Permanent Graduate in B.Sc. 56 1980 79 NA 3.16 Relative of Shri Narinder Kumar Jain Mr. Arun Jain and Mr. Minish Jain
Shri Narinder Kumar Jain Managing Director 3962000 Permanent Graduate and Diploma in International Marketing 51 1989 76 NA 3.15 Relative of Shri Devinder Kumar Jain and Mr. Neeraj Jain
Mr. Arun Jain Whole Time Director 3205447 Permanent B.E. M. Tech 25 2007 51 NA 1.59 Relative of. Shri Devinder Kumar Jain and Mr. Manish Jain
Mr. Manish Jain Whole Time Director 3195704 Permanent Qualified Engineer and MBA 24 1998 47 NA 1.76 Relative of. Shri Devinder Kumar Jain and Mr. Arun Jain
Mr. Pankaj Jain Whole Time Director and CFO 3199422 Permanent B.Com and MBA 24 1998 46 NA 4.29 NA
Mr. Neeraj Jain Whole Time Director 3112173 Permanent B.E. M.Sc. and MBA 23 1998 45 NA 1.76 Relative of. Shri Narinder Kumar Jain
Mr. Akash Deep Bhatia Marketing Executive 2160000 Contrac tual Graduate 24 2015 56 NA NIL NA
Ms Sadhana Bhatia Regional Manager 1800000 Contractual Graduate 21 2015 54 NA NIL NA
Mr. Rajesh Kumar Khurana Finance Mg & Head of Accounts 1176588 Permanent B.Com (H) FCA 35 1996 60 NA NIL NA
Ms Renu Vats Chief Cashier 684953 Permanent Graduate 33 1983 56 NA NIL NA

* Gratuity not included.

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:http://www.cosco.in/uploads/investors/details_of_familiarisation_programme_imparted_to_independent_directors_1491995138.pdf)

Policy on dealing with related party transactions is available on the website of theCompany (URL: http://www.cosco.in/uploads/investors/related-party-policy_86228442984.pdf)

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the as per (Listing Obligations and Disclosure Requirements) Regulations2015("SEBI Listing Regulations") ((URL:http://www.cosco.in/uploads/investors/whistle_blower_policy_cosco_88209735742.pdf)

Directors of the Company state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal)Act 2013.

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.

COST AUDITORS

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

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 2016-17 and 2017-2018 paid to BSE Limited. No fees paid to Delhi StockExchange 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 the Companies Act 2013 are duly compliedwith.

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 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure 'F' and formpart 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 Vendors GovernmentAuthorities and Regulators. Your Directors wish to place on record their sincereappreciation for the contribution made to the organization by Executives Staff andWorkers of the Company. The Management also place on record their appreciation for theconfidence reposed by the Stakeholders.

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
Managing Director and CEO
DIN: 00191539
Narinder Kumar Jain
Managing Director
Registered Office: DIN:00195619
2/8 Roop Nagar
Delhi-110007
Dated: 21 August2017