Your Directors have pleasure in submitting their 39th Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2018. Thefigures of the current financial year and previous financial year have been prepared inaccordance with the Indian Accounting Standards ('IndAS').
|PARTICULARS ||CURRENTYEAR ENDED 31-03-2018 ||PREVIOUSYEAR ENDED 31-03-2017 |
| ||(Rs in Lakhs) ||(Rs in Lakhs) |
|Revenue from operations ||12622.94 ||13653.42 |
|Other Income ||53.97 ||120.83 |
|Total Revenue ||12676.91 ||13774.25 |
|Total Expenses ||12049.85 ||13147.91 |
|Profit before Exceptional ||627.06 ||626.34 |
|items and Tax || || |
|Exceptional items-charge/(income) ||- ||(163.64) |
|Profit before Tax ||627.06 ||789.98 |
|Tax Expenses: || || |
|CurrentTax ||260.56 ||213.77 |
|Earlier Year Taxation ||- ||10.70 |
|Deferred Tax ||(26.52) ||9.52 |
|Profitforthe period from continuing operations ||393.02 ||555.99 |
|Other Comprehensive Income (Net of Income tax) ||8.17 ||(11.52) |
|Total Comprehensive Incomeforthe year ||401.19 ||544.47 |
ADOPTION OF INDIANACCOUNTING STANDARD (INDAS)
The financial statements of year under review have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (INDAS) prescribed under Section 133of the Companies Act 2013 and other recognized accounting practices and policies to theextent applicable. The Company has adopted Indian Accounting Standards (IndAS) with effectfrom 1 stApril 2017.
COMPANY'S PERFORMANCEAND STATE OFAFFAIRS FOR FINANCIAL YEAR 2017-18.
The Revenue from Sale of Products (gross of excise duty upto30.06.2018/Netof GST w.e.f01.07.2018) for the current year ended 31.03.2018 was Rs 12563.11 Lakhs against previousyear's sales ofRs 13535.26 Lakhs - registering a fall of about 7 % over the previous year.The exports were 246.60 Lakhs (Previous yearRs 259.93 Lakhs) in F.O.B value terms. TheRevenue from services for the current year amounted to Rs 6.21 Lakhs (Previous yearRs 5.82Lakhs). Other Operating Income wasRs 53.62 Lakhs (Previous YearRs 112.34 Lakhs) comprisingof Export Incentives viz. Duty Drawback & PFSL 18.29 Lakhs (Previous Year Rs 32.11Lakhs). During the Current Year ended 31.03.2018 the Company registered Profit beforeFinance Cost Depreciation exceptional items and Tax Rs 1122.75 Lakhs (Previous year1099.58 Lakhs) Profit before exceptional items and TaxRs 627.06 Lakhs (Previous Year626.34 Lakhs) and Total Comprehensive Income for the year after taxRs 401.19 Lakhs(Previous Year 544.47 Lakhs). The Income of the Previous year was higher due toexceptional income of Rs 163.64 Lakhs. GST implementation from 1st July 2017had an impact on our company's performance during the year under review as the marketdemand remained stagnant post GST . However Management is hopeful for steadyperformance/growth in the current and following years as markets are gradually adapting toGST.
The year 2017-18 started slowly retailer-offtake in May - June was curtailed due to GSTimplementation from 1st July 2017. As a result first quarter sales fell shortof expectations. The retailer/Authorized dealers channel continued to be uncertain duringthe second quarter but on account of an early Diwali growth returned. By the end of theyear things seemed to have calmed down with all businesses recovering and growing.
The Net Worth of the Company as at31.03.2018was Rs 3445.49 Lakhs (Previous YearRs3021.17 Lakhs).
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 itsendeavor 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 2011(of Sri Lanka). The Shares of the WOS are vested inSecretary 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: ComT/01/27 dated 08.12.2015 has allowed compensation of LKR48000000 (Equivalent 20465760) and after deducting LKR 1674361.66 due for Board ofInvestment (BOI) of Sri Lanka as at the date of vesting the net compensation payable isLKR 46325638.34 (Equivalent Rs 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 issued bythe Institute of Chartered Accountants of India have not been prepared since the companyis under liquidation.
Board does not recommend any dividend for Financial Year 2017-18 to consolidatefinancial position of the Company. TRANSFERS TO RESERVES
The opening balance of General Reserve is Rs 1125.17 Lakhs and same is retained on31.03.2018. No other amount has been transferred to General Reserve. The balance inRetained earning include Current year's Net Profits from continuing operations Rs 393.02Lakhs (Previous year Rs 555.99 Lakhs).
Pursuant to the provisions of Sections 134 (3)(c)and 134(5) of the CompaniesAct 2013your Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them and based on the internal controls compliance systemsestablished and maintained by the Company make the following statement that:
I. in the preparation of the annual accounts for the year ended 31st March2018 the applicable accounting standards have been followed along with properexplanationrelating to 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 2018 and ofthe profit of the Company for the year ended on that date;
iii. he Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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. Arun Jain (DIN: 01054316) Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment. Boardrecommends his reappointment.
The term of appointment of Shri Devinder Kumar Jain (DIN:00191539) as Managing Directorand Chief Executive Officer of the Company and Shri Narinder Kumar Jain(DIN:00195619) asManaging Director of the Company expires on 15th March 2019. The Boardrecommends their reappointment as Managing Directors and CEO and Managing Directorrespectively of the Company for further period of Three (3) years w.e.f. 16thMarch 2019 to 15th March 2022 upon the remuneration terms & conditionsas set out in the Notice of the ensuing Annual General Meeting and approved by theNomination & Remuneration Committee as per the provisions of the Companies Act 2013& Schedule V of the Companies Act 2013 and Rules framed thereunder. The resolutionsseeking approval of the Members for the re-appointment of Shri Devinder Kumar Jain andShri Narinder Kumar Jain have been incorporated in the notice of the forthcomingAnnualGeneral Meeting of the Company along with the brief details about them and relevantdisclosures.
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 Executive Officerof the Company and Shri Narinder Kumar Jain (DIN: 00195619)- Managing Director of theCompany. 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 3 Years in theAnnual General Meeting of the Company held on 29th September 2017. Ms. SudhaSingh -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) ShriSunil Kumar Jain (DIN 00387451) Shri Mohan Lal Mangla (DIN 00311895) Shri Vijender KumarJain (DIN 06423328) Shri Vijay Kumar Sood (DIN 01525607) and Ms. Nisha Paul (DIN00325914) were Reappointed for their 2nd Term as Independent Directors of theCompany w.e.f 1st October 2017 to 30th September 2022 at the AnnualGeneral Meeting of the Company held on 29th September 2017 for a term of 5years The terms and conditions of appointment of Independent Directors are as per ScheduleIV of the Companies Act 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. 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 2017-2018 Five (5) 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.
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 CompaniesAct2013 is available on the Company websiteHREF="http://www.cosco.in/">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.
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 2017-18.
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.
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.
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 theconclusion of the Thirty-Eighth Annual General Meeting till the conclusion of theForty-third Annual General 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) In accordance with the Companies Amendment Act 2017enforced on 7th May 2018 by Ministry of CorporateAffairs the appointment ofStatutory Auditors is not required to ratified at every AGM. Accordingly Agenda for theratification of appointment of Statutory Auditors in the Notice of the ensuing AnnualGeneral Meeting has been dispensed with.
INDEPENDENT AUDITORS' REPORT
TheAuditors' Report do not contain any qualifications or adverse remarks. The opinionof the Auditors is not qualified in respect of matters reported under Emphasis of theMatter. Auditors have drawn attention to the Notes on Financial Statements viz: Note No.7.2 & 7.4 regarding non moving inventories Note No 8.2 regarding provision forexpected credit loss Note No 11.1 regarding land compensation receivable Note No. 18.1trade payable to MSME Note No 19.1(b) regarding other liabilities and Note No 42.2regarding value of investment in erstwhile subsidiary of company which are selfexplanatory. The slow moving inventories are valued at realizable value and the Managementis taking effective steps to liquidate them. The company is effectively pursuing torealize Land Compensation Claim of Rs. 158.74 Lakhs. Regarding the Auditors' observationw.r.t. the Internal Audit System of the company the same is reasonably effective havingregard to the size of the company. However the Management shall review scope coverageand compliance thereof to further strengthen the same.
We have taken note of the observation 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 GoodsQuotation Management Negotiation & Selection Contract labour management; preventionof non credit worth dealers; HR attendance monitoring to prevent excess payment of salary;ensuring verification of all fixed assets in scale of 3 years.
Report of the Secretarial Auditor is given as an Annexure-A which forms part of thisReport. SecretarialAuditors' 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 GUARANTEESAND 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.
TRANSACTIONSWITH 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 CompaniesAct 2013.
There are no martially significant related party transaction that may have potentialconflict with interest of Company at large
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 FormAOC-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.
CHANGEIN 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 applicable to our company forthe year ended 31.03.2018. 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 2018 the company incurred CSRExpenditure of Rs 11.51 Lakhs (Rupees Eleven Lakhs Fifty-one Thousand only). The CSRinitiatives of the Company were under the thrust areas of Education and society welfareprogramme.
The Company's CSR Policy Statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2018 in accordance with Section135 of the CompaniesAct 2013 and Companies (Corporate Social responsibility Policy)Rules 2014(including any statutory modification(s) or re-enactment thereof for the timebeing in force) is set out in the Annexure G to this report.
EXTRACT OFANNUAL RETURN
As provided under Section 92(3) of the Act the extract of Annual Return is given inAnnexure-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 director to the median remuneration of theemployees of the Company for the financial Year:
|Executive Directors ||Ratio to median remuneration |
|Shri Devinder Kumar Jain ||36:1 |
|Shri Narinder Kumar Jain ||36:1 |
|Mr.Arun Jain ||28:1 |
|Mr. Manish Jain ||28:1 |
|Mr. Pankaj Jain ||28:1 |
|Mr. Neeraj Jain ||28:1 |
|Non Executive Directors ||Ratio to median remuneration |
|Shri Mahavir Prasad Gupta ||NotApplicable |
|Shri Mohan Lal Mangla ||(Independent Directors are paid only sitting fees |
|Shri Sunil Kumar Jain ||and reimbursement of expenses if any for attending Board Meetings. No other |
|Shri Vijender Kumar Jain || |
|Ms. Nisha Paul ||Remuneration has been paid to the |
|Shri Vijay Kumar Sood ||Independent Directors) |
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 ||18.60 |
|Shri Narinder Kumar Jain ||18.60 |
|Mr. Arun Jain ||11.76 |
|Mr. Manish Jain ||11.76 |
|Mr. Pankaj Jain ||11.76 |
|Mr. Neeraj Jain ||11.76 |
|Independent Directors || |
|Shri Mahavir Prasad Gupta Shri Mohan Lal Mangla Shri Sunil Kumar Jain Shri Vijay Kumar Sood Shri VijenderKumarJain Ms. NishaPaul ||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 2016-17 |
|Ms. Sudha Singh; Company Secretary ||14.71 |
c. The percentage increase in the median remuneration of employees in the FinancialYear: 5.72%
d. The number of permanent employees on the rolls of the Company: 403
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 2017-18 was approximately 9% -39% compare to the percentile increase of 11.76%to 18.60% in the remuneration ofManagerial 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 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 || |
|Remune ration (in) ||Nature of employment ||Qualification || |
Experience (in years)
|Year of commen cement of employment ||Age || |
Last employ- mentof
|% of Equity Shares ||Whether employee is relative of Directoror Manger |
|Shri Devinder Kumar Jain || |
Managing Director and CEO
|4679581 ||Permanent ||Graduate in B.Sc. || |
|1980 ||80 || |
|3.03 ||Relative of Shri Narinder Kumar Jain Mg. Director Mr. Arun Jain and Mr. Minish Jain WTD |
|Shri Narinder Kumar Jain || |
|4679796 ||Permanent ||Graduate and Diploma in International Marketing || |
|1989 ||77 || |
|3.02 ||Relative of Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Neeraj Jain WTD |
|Mr. Arun Jain || |
Whole Time Director
|3601355 ||Permanent ||B.E. M. Tech || |
|2007 ||52 || |
|1.53 ||Relative of. Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Manish Jain WTD |
|Mr. Manish Jain || |
Whole Time Director
|3507766 ||Permanent ||Qualified Engineer and MBA || |
|1998 ||51 || |
|1.69 ||Relative of. Shri Devinder Kumar Jain Mg.Director and Mr. Arun Jain WTD |
|Mr. Pankaj Jain ||Whole Time Director and CFO ||3543321 ||Permanent || |
B.Com and MBA
|24 ||1998 ||47 ||NA || |
|Mr. Neeraj Jain ||Whole Time Director ||3494360 ||Permanent || |
B.E. M.Sc. and MBA
|24 ||1998 ||46 ||NA || |
|Relative of. Shri Narinder Kumar Jain Mg. Director |
|Mr. Akash Deep Bhatia ||Marketing Executive ||# 900000 ||Contrac tual || |
|25 ||2015 ||57 ||NA || |
|Ms Sadhana Bhatia ||Regional Manager ||# 750000 ||Contrac tual || |
|22 ||2015 ||55 ||NA || |
|Mr. Rajesh Kumar Khurana ||Finance Mg & Head of Accounts ||1239983 ||Permanent || |
B.Com (H) FCA
|36 ||1996 ||61 ||NA || |
|Mr. Manojit Chakraborty ||Manger (Costing) ||764879 ||Permanent || |
|20 ||2005 ||51 ||NA || |
* Gratuity not included.
# Employed for the part of the year (April2017 to September 2017)
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 Managerial Personnel) Rules 2014 andCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 ofthe CompaniesAct 2013 - Nil
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.
Policy on dealing with related party transactions is available on the website of theCompany.
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) Regulations 2015("SEBI Listing Regulations")
Directors of the Company state that during the year under review there were no casesfiled pursuant to the Sexual Harassmentof 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.
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 CostAuditis not applicable toour Company.
DEMATERIALISATION OF SHARES
The Company shares are being dealt in dematerialized form. Shareholding of thePromoters / Promoter Group has been substantially dematerialized.
Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee forthe Financial Year 2017-18 and 2018 - 2019 paid to BSE Limited. No fees paid to DelhiStock Exchange Limited since DSEis nonfunctional.
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 CompaniesAct 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-'EI & E2 respectively.
Report on Management Discussion andAnalysis 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.
The Directors acknowledge with thanks the continuous support and co-operation receivedfrom Bankers Statutory and Internal Auditors Customers Suppliers Vendors GovernmentAuthorities and Regulators. The Board of Directors place on record sincere gratitude andappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. The Management also place on record theirappreciation for the confidence reposed by the Stakeholders.
The Directors appreciate and value the contributions made by every memberof the Cosco(India) Limited.
| ||By order ofthe Board of Directors |
| ||(Devinder Kumar Jain) ||(Narinder Kumar Jain) |
| ||Managing Directorand CEO ||Managing Director |
|Registered Office: ||DIN:00191539 ||DIN :00195619 |
|2/8 Roop Nagar || || |
|Delhi - 110007 || || |
|Dated: 13th August 2018 || || |