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Cosmo Films Ltd.

BSE: 508814 Sector: Industrials
NSE: COSMOFILMS ISIN Code: INE757A01017
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OPEN 1418.00
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VOLUME 13461
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P/E 10.08
Mkt Cap.(Rs cr) 2,622
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OPEN 1418.00
CLOSE 1390.60
VOLUME 13461
52-Week high 1678.95
52-Week low 420.00
P/E 10.08
Mkt Cap.(Rs cr) 2,622
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cosmo Films Ltd. (COSMOFILMS) - Director Report

Company director report

Your Directors are pleased to present their 44th Annual Report together withthe Audited Statement of Accounts of the Company for the year ended March 31 2021.

1. Summary Financial Results

The Financial Results of the Company for the year ended March 31 2021 were asfollows:

(Rs in Cr)

Particulars Standalone Consolidated
Year Ended 31st March 2021 Year Ended 31st March 2020 Year Ended 31st March 2021 Year Ended 31st March 2020
Net Sales 2083 2032 2285 2204
Other Income 36 20 38 19
Profit before Interest Depreciation and Tax 398 262 430 281
Finance Cost 40 49 42 53
Depreciation 53 50 59 65
Profit before Tax 305 163 329 163
Provision for Taxation
- Current Tax 53 29 56 29
- Deferred Tax 36 21 36 20
Profit After Tax 216 114 237 113
Minority Interest - - - -
Appropriations:
Dividend-Equity Shares 45 40 45 40
Dividend Tax - 8 - 8

2. Overview of Performance

During the financial year 2021 on consolidated basis the Company registered sales ofRs 2285 crores with more than 20% volume growth of speciality sales. Consolidated EBIDTAfor the year increased by 53% to Rs 430 crores against Rs 281 crores in financial year2020 primarily due to higher speciality sales by more than 20% better BOPP films marginsdue to balanced demand and supply scenario operational efficiency and better performanceby subsidiaries. Your Company has registered 115% growth in EPS during the year. Company'snet debt has reduced to ` 441 crores with 1.0 times net debt/EBITDA ratio.

On Standalone basis the Company registered sales of Rs 2083 crores with double digitvolume growth of speciality sales. Standalone EBIDTA for the year increased by 52% to Rs398 crores against Rs 262 crores in financial year 2020 primarily due to higher specialitysales by more than 20% better BOPP films margins due to balanced demand and supplyscenario and operational efficiency.

As on 31st March 2021 Return on Capital employed stands at 22% and Returnon Equity is 30%.

Company launched several new products during the financial year including Teplor HeatResistant Film High Barrier CPP Film Antifog Transparent Film BOPP Fragranced PackagingFilm Metalized Velvet Film Universal PET Lidding Film Digitally Printable SyntheticPaper and High Tear Resistance Synthetic Paper.

Company's focus shall continue to be on improving speciality films R&D effortsparticularly on sustainability which would yield results in coming years. These actionswould continue to de-commoditize business model and would contribute in long termsustainable growth. Some of the new growth areas in specialty films being worked oninclude -

1. Synthetic Paper – Durable alternate to paper. Global 100 Thousand MT market(India 6 Thousand MT) - immense potential to grow

2. Sustainable solutions

3. Direct Thermal Printable Film (Cosmo is the first BOPP film producer to launch thisfilm)

4. Sustainable PVC free solutions for graphic applications and

5. Shrink Label film

Company is currently having six registered patents and another six are in pipeline.

Growth projects including specialized BOPET masterbatch specialized chemicals andpetcare are progressing as per plan. Construction for specialized BOPET line has startedand is running as per plan. Materbatch line is picking volume with successful internalconsumption. Third party sales have started from the masterbatch line which is expected topick volume in FY22. The Company has launched several textile chemical products withunique selling proposition which are under trails with various textile manufacturers.Petcare is scheduled to be launched in FY22 under brand "Zigly" in a uniquemanner on Omni channel platform." The Indian Petcare industry is around Rs 5000crores & is growing at 22% CAGR. The main reasons contributing to industry growth aresmaller families rising income levels and limited social lives (especially postCovid-19). There are no large scale organized players in India offering end to endcomprehensive solution to the customers. The Industry size low penetration and highpotential for growth provides a clear business opportunity. To tab this opportunity Cosmohas planned a structured technology savvy platform and an omni channel business model toaddress pets need at every stage of life. It is a low capital expenditure business modelwith planned initial investment of Rs 15 crores by FY22. The activities of this projectnot being limited to IT infrastructure brand strategy and resource building are on track.

3. Sustainability

The Company is aggressively working on several sustainability projects including butnot limited to:

1. Offering mono layered structure for ease of recycling

2. Power/water/gas consumption rationalization

3. Rain water harvesting and reuse of effluent treated water

4. Use of solar power as an alternate source of energy

5. Rationalization of containers & trucks space to optimize loading

6. Waste elimination and recycling of waste

7. Plantation of around 5000 trees

These steps will not only contribute to the environment but will also rationalize costsin coming quarters.

4. Exports

The Company continues to strengthen its exports through brand visibility initiativestaken during the year. Exports during the year increased to Rs 874 Crores from Rs 853Crores in financial year 2020.

5. Details of Subsidiaries

The Company has eight subsidiaries including step down subsidies. Pursuant to Section129(3) of the Companies Act 2013 and Accounting Standards issued by the Institute ofChartered Accountants of India Consolidated Financial Statements presented by the Companyinclude the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containingthe salient feature of the financial statement of the Company's subsidiaries in FormAOC-1 is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the Subsidiary Companies on its website atwww.cosmsofilms.com.

The subsidiaries of Cosmo Films Limited as on March 31 2021 are listed hereunder:

• CF (Netherlands) Holdings Limited B.V.

• Cosmo Films Japan GK

• Cosmo Films Singapore Pte Limited

• Cosmo Films Korea Limited

• Cosmo Films Inc.

• CF Investment Holding Private (Thailand) Company Limited

• Cosmo Films Poland SP. Z.O.O.

• Cosmo Speciality Chemicals Private Limited

Operational Performance of Subsidiaries has improved significantly during financialyear 2021 which is getting reflected in consolidated EBIDTA. Subsidiary's EBIDTA stood atRs 32 Crores against EBIDTA at Rs 18.04 Crores last year.

Growth in operational subsidiaries shall be key focus area for the Company in financialyear 2021. Following are the key achievements of Cosmo Speciality Chemicals PrivateLimited :-

• Masterbatch production unit is operational and has successfully produced variousmaster batches for in-house and external customers. The internal consumption forMaterbatch is growing continuously and the external sales will start soon.

• New R&D laboratories are operational for Textile and Adhesive developmentalwork. The Company plans to further enhance R&D capability.

• Indian textile chemical industry is a large industry and is mostly dominated bymultinational players. The size of Specialty Textile Chemical industry in India standsaround USD 1.4 billion. It has a growth rate of 12% pa. The Company has successfullycompleted development of several textile chemical products each with specific uniqueselling propositions. Many of the products offering are unique which would help customersto reduce energy and water consumption. Company also has plans to launch anti-viral andanti-bacterial wash for the garment industry. These products are currently under trialswith textile manufacturers and processors. The Commercial launch of these products wouldfollow in H1FY22. Cosmo plans to cater to niche specialty focused areas-either to addresscurrent problem area for the Industry or to provide significantly better products comparedto currently available products.

6. Share Capital

During the year under review the Company bought back 12.67 lakhs equity shares (6.52%of equity capital) through the "Tender Offer" route at a price of Rs 576 pershare. Consequently the paid-up equity share capital has reduced from Rs 19.44 crores toRs 18.17 crores divided into 18172715 equity shares of Rs 10 each. The Buyback ofEquity Shares by the Company reflects management's confidence in the company's businessstrategy and growth prospects and shall improve Earning per Share Return on Equity andReturn on Capital employed.

7. Reserve

The Company has not transferred any amount to Reserve during the Year.

8. Dividend

During the year the Board of Directors declared an Interim Dividend of Rs 25/- perEquity share of Rs 10/-each (250%) on January 27 2021 which has been paid.

The Interim Dividend so declared is the Dividend on the Equity Shares of the Companyfor the Financial Year ended March 31 2021.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing

Regulations") is available on the Company's website athttps://www.cosmofilms.com/policies.

9. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus onproviding innovative solutions as opposed to simply producing commodity films. With theseconsistent efforts in research and development activities Cosmo is well placed to benefitfrom accelerated growth and drive new product development globally. During the year underreview your Company incurred expenditure on Research and Development (R&D) of Rs 7.60Cr as compared to Rs 7.18 Cr for financial year 2020. The Company is focussing itsresearch activities on speciality labels high barrier films and synthetic paper film.Other focus area include:

• The identification of technical (product/ applications) growth areas throughcustomer activities exhibitions publications and technical interactions;

• Increasing the occupancy of value adds in the product baskets;

• Efforts towards down gauging in products;

• Reducing consumption of raw materials & fuel thereby reducing the carbonfootprint;

• Support water based printing and complete replacement of solvent based coatingswith water based coatings.

10. Capital Expenditure

Your Company has four state of the art manufacturing facilities spread across India (3)and Korea (1) with a total installed capacity of 196000 MT per annum of BOPP films40000 MT per annum of Thermal Lamination Films 22000 MT per annum of Metalized Films20000 MT per annum of Coated Films and 10000 MT per annum of CPP Films. During the yearunder review your Company incurred capital expenditure of Rs 74.57 Cr as compared to Rs49.97 Cr for Financial Year 2020. The capital expenditure incurred during FY20-21 shallfacilitate enhanced sale of speciality films sustainability initiatives and solar poweras a source of energy.

11. Corporate Governance

Cosmo is committed to maintaining best standards of Corporate Governance and has alwaystried to build the maximum trust with shareholders employees customers suppliers andother stakeholders.

A separate section on Corporate Governance forming part of the Directors' Report andthe certificate from the Practicing Company Secretary confirming compliance of theCorporate Governance norms as stipulated in the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is included in the Annual Report in Annexure – A.

12. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

The Internal Financial control is supplemented by an extensive program of internalaudit conducted by in house trained personnel and external firm of Chartered Accountantsappointed on recommendation of the Audit Committee and the Board. The audit observationsand corrective action if any taken thereon are periodically reviewed by the Auditcommittee to ensure effectiveness of the Internal Financial Control System. The internalfinancial control is designed to ensure that the financial and other records are reliablefor preparing financial statements and other data and for maintaining accountability ofpersons.

13. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation andprioritise relevant action plans to mitigate these risks. The Audit Committee has beenentrusted with the responsibility to assist the Board members about the risk assessmentand its minimization procedures which includes discussing the management submissions onrisks prioritising key risks and approving action plans to mitigate such risks.

The risk management procedure is reviewed by the Audit Committee and Board of Directorson regular basis at the time of review of quarterly financial results of the Company. Areport on the various risks that may pose challenge to your Company are set out as a partof Management Discussion and Analysis section of this report.

14. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism for the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy without fear of reprisal. The policy is accessible on theCompany's website at www.cosmofilms.com.

15. Diversity of the Board

The Company believes that diversity is important to the work culture at anyorganisation. In particular a diverse Board among others will enhance the quality ofdecisions by utilizing different skills qualifications and professional experience forachieving sustainable and balanced development.

16. Directors

(a) Chairman

Mr. Ashok Jaipuria is the Chairman & Managing Director of the Company.

(b) Appointment and Re-appointment - Other Directors

Mr. Pratip Chaudhuri Non-Independent Non-Executive Director retires by rotation andbeing eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Rakesh Nangia has been appointed as Additional Director under the category ofIndependent Director w.e.f. 10th November 2020 for a period of 5 years subjectto the approval of shareholders at the 44th AGM. The details of the proposedappointment/reappointment of Directors are mentioned in the Explanatory Statement underSection 102 of the Companies Act 2013 of the Notice of 44th Annual GeneralMeeting (AGM) of your Company.

(c) Cessation of Director

Mr. Rajeev Gupta had expressed his non-availability for re-appointment. He ceases to beDirector of the Company w.e.f August 07 2020.

Dr. Vivek Nangia had resigned from the position of the "Non-Executive IndependentDirector" of the Company due to new work assignment w.e.f. June 25 2020. Furtherin accordance of SEBI (LODR) Regulations 2015 he confirmed that there is no othermaterial reason for his resignation other than those mentioned in his resignation letter.

(d) Status of Other Directors

Mr. Anil Kumar Jain is acting as Wholetime Director of the Company. His present tenureof five years is from 1st October 2019 to 30th September 2024.

Mr. Har Kishanlal Agrawal is acting as Independent Director of the Company. Hispresent tenure of five years is from 25th July 2019 to 24th July2024.

Mr. Hoshang Noshirwan Sinor is acting as Independent Director of the Company. Hispresent tenure of five years is from 22nd May 2020 to 21st May2025.

Ms. Alpana Parida Shah is acting as Independent Director of the Company. Her presenttenure of five years is from 15th May 2019 to 14th May 2024.

Mr. Anil Wadhwa is acting as Independent Director of the Company. His present tenureof five years is from 23rd May 2018 to 22nd May 2023.

(e) Independent Directors Declaration

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

17. Statement of Board of Directors

The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the Company re-appointed during the year possesses integrity relevantexpertise and experience required to best serve the interest of the Company. TheIndependent Directors have confirmed compliance of relevant provisions of Rule 6 of theCompanies (Appointments and Qualifications of Directors) Rules 2014.

18. Key Managerial Personnel

During the year under review there was no change in KMP of the Company. The followingpersonnel's continue as KMPs as per the definition under Section 2(51) and Section 203 ofthe Act:

1. Mr. Ashok Jaipuria Chairman & Managing Director

2. Mr. A. K. Jain Director of Corporate Affairs

3. Mr. Pankaj Poddar Chief Executive Officer

4. Mr. Neeraj Jain Chief Financial Officer

5. Ms. Jyoti Dixit Company Secretary

19. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and trainingof Directors at the time of their joining so as to provide them with an opportunity tofamiliarise themselves with the Company its management its operations and the industryin which the Company operates. At the time of appointing a Director a formal letter ofappointment is given to him/her which inter alia explains the role function duties andresponsibilities expected of him/her as a Director of the Company. The Director is alsoexplained in detail the Compliance required from him/her under the Companies Act 2013the Listing Regulations and other relevant regulations and affirmation taken with respectto the same.

The induction programme includes:

1) For each Director a one to one discussion with the Chairman and Managing Directorto familiarise the former with the Company's operations.

2) An opportunity to interact with the CEO CFO & Company Secretary business headsand other senior officials of the Company who also make presentations to the Boardmembers on a periodical basis briefing them on the operations of the Company strategyrisks new initiatives etc.

The details of the familiarisation programme may be accessed on the Company's corporatewebsite at www.cosmofilms.com.

20. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust.Cosmo's remuneration policy which is aligned to this philosophy is designed to attractmotivate retain manpower and improve productivity by creating a congenial workenvironment encouraging initiative personal growth and teamwork besides offeringappropriate remuneration package. Pursuant to the applicable provisions of the CompaniesAct 2013 and the Listing Regulations the Board in consultation with its HR Nomination& Remuneration Committee has formulated a framework containing inter-alia thecriteria for performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors.

Members can download the complete remuneration policy on the Company's website atwww.cosm ofilms. com.

Disclosure of details of payment of remuneration to Managerial Personnel under ScheduleV Part II Section II (A) forms part of the Corporate Governance Report.

21. Performance Evaluation of the Board Committees and Individual Directors

In terms of provisions of Companies Act 2013 read with the Rules issued thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasadopted a formal mechanism for evaluating the performance of its Board Committees andindividual Directors including the chairman of the Board. Further a structuredperformance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition;

• Structure and responsibilities thereof;

• Ethics and Compliance;

• Effectiveness of Board processes;

• Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /Expertise;

• Business Commitment & Organisational Leadership;

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities etc.

The performance of Board Committees thereof Chairman Executive and Non-ExecutiveDirectors and individual Directors is evaluated by the Board/ Separate meeting ofIndependent Directors. The results of such evaluation are presented to the Board ofDirectors.

22. Board and Committee Meetings

During Financial Year 2021 Eight (8) meetings of the Board of Directors and Four (4)Audit Committee meetings were held. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 and SEBI Listing Regulations.

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

There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the Financial Year under review.

23. Auditors

(a) Statutory Auditors

M/s. S.N. Dhawan & Co. LLP Chartered Accountants (ICAI Firm Registration No.000050N/N500045) were appointed as the statutory auditors of the Company in the 43rd AnnualGeneral Meeting held on 7th August 2020 to hold office for a period of fiveconsecutive years from the conclusion of the 43rd Annual General till theconclusion of the 48rd Annual General Meeting to be held in the year 2025. TheStatutory Auditors have confirmed they are not disqualified from continuing as Auditors ofthe Company.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor‘s Report areself-explanatory. During the year the Auditor had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.

(b) Cost Auditors

M/s. Jayant B. Galande Cost Accountants were appointed as Cost Auditors of the Companyfor the Financial Year 2022. In accordance with the provisions of Section 148 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 since theremuneration payable to the Cost Auditors is required to be ratified by the shareholdersthe Board recommends the same for approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act 2013 (‘the Act') read with Rule8 of the Companies (Accounts) Rules 2014 it is stated that the cost accounts and recordsare made and maintained by the Company as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013. During the year the Auditorhad not reported any matter under Section 143(12) of the Act therefore no detail isrequired to be disclosed under Section 134(3)(ca) of the Act.

(c) Secretarial Auditors

The Company had appointed M/s. BLAK & Co. Company Secretaries New Delhi toconduct its Secretarial Audit for the Financial Year 2021. The Secretarial Audit report isannexed herewith as Annexure - B to this report. There are no qualificationsreservations or adverse remarks made by Secretarial Auditor in his report. During theyear the Auditor had not reported any matter under Section 143(12) of the Act thereforeno detail is required to be disclosed under Section 134(3)(ca) of the Act.

24. Related Party Transaction

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered into by theCompany during the Financial Year were in the ordinary course of business and on an arm'slength basis. The details of the related party transactions as required under AccountingStandard are set out in Note 43 to the standalone financial statements forming part ofthis Annual Report.

No Material Related Party Transactions i.e. transactions amounting to ten percent ormore of the annual consolidated turnover as per the last audited financial statementswere entered during the year by your Company. Accordingly the disclosure of Related PartyTransactions to be provided under section 134(3)(h) of the Companies Act 2013 in FormAOC – 2 is not applicable. As per the Listing Regulations all related partytransactions are placed before the Audit Committee for approval. Prior omnibus approval ofthe Audit Committee has been obtained for the transactions which are of foreseen andrepetitive nature. The transactions entered into pursuant to the omnibus approval arepresented to the Audit Committee by way of a statement giving details of all related partytransactions. The Company has developed a Related Party Transactions Policy for thepurpose of identification and monitoring of such transactions and can be accessed on theCompany's website at www.cosmofilms.com.

25. Management's Discussion and Analysis Report

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

26. Business Responsibility Report

Pursuant to regulations 34 of the Listing Regulations Business Responsibility Reportfor the year is presented in a separate section forming part of the Annual Report.

27. Deposits

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

28. Energy Conservation Technology Absorption and Foreign Exchange Earnings &Outgo

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

29. Particulars of Loans Guarantees or Investments

The Company have duly complied with the provision of Section 186 of the Companies Act2013 during the year under review. The details of loans guarantees and investments arecovered in the notes to the Financial Statements.

30. Significant and Material Orders Passed by the Regulators or Courts

During the year under review no significant / material orders were passed by theregulators or the Courts or the Tribunals impacting the going concern status and theCompany's operations in future.

31. Change in Nature of Business if any

There was no change in the nature of business during the year under review.

32. Material Changes and Commitments if any Affecting Financial Position of TheCompany

There were no other material changes / commitments affecting the financial position ofthe Company or that may require disclosure between March 31 2021 and the date of Board'sReport.

33. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the Financial Year2021 to the NSE and the BSE where the Company's equity shares are listed.

34. Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 the Annual Return of theCompany is available on the website of the Company at the link:https://www.cosmofilms.com/notifications-notices

35. Investor Education and Protection Fund (IEPF)

Details of unclaimed Dividend and Shares transferred to IEPF during Financial year2020-21 are given in Corporate Governance Report.

36. Corporate Social Responsibility‘

As a socially responsible Company Cosmo is committed to increasing its CorporateSocial Responsibility (CSR) impact with an aim of playing a bigger role in sustainabledevelopment of our society. In pursuit of this objective a Corporate SocialResponsibility (CSR) Committee had been formed by the Company which oversees andfacilitates deliberation on the social and environmental consequences of each of thedecisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.

The initiatives undertaken by your Company during the year have been detailed in CSRSection of this Annual Report. The Annual Report on CSR activities in accordance with theCompanies (Corporate Social Responsibility Policy) Rules 2014 is set out herewith as Annexure- D to this Report.

37. Promotion of Women's Well Being at Work Place

Cosmo Films has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the said act. Therehave been no complaints of sexual harassment received during the year.

38. Particulars of Employees And Related Disclosures

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

The information pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 pertaining to the top ten employees in terms of remuneration drawn and theirother particulars also form part of this report. However the report and the accounts arebeing sent to the members excluding the aforesaid annexure. In terms of Section 136 of theAct the said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to the Company Secretary.

39. Employee Stock Options

The Company has an Employee Stock Option Plan for the Employees of the Company and itsSubsidiaries named as "Cosmo Films Employee Stock Option Plan 2015". ThePlan is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 andis administered by the HR Nomination and Remuneration Committee of the Board constitutedby the Company pursuant to the provision of Section 178 of the Companies Act 2013.

During the year the Company has amended its existing ESOP Plan via shareholdersapproval through postal ballot on February 10 2021 and renamed the plan as "CosmoFilms Shares Based Employee Benefit Scheme 2021"

The details of the Employee Stock Options Plan form part of the Notes to accounts ofthe Financial Statements in this Annual Report and also available on our website atwww.cosmofilms.com.

40. Director's Responsibility Statement

Pursuant to the section 134(5) of the Companies Act 2013 the Board of Directors tothe best of knowledge and belief and according to the information and explanationsobtained by them hereby confirm that: I. In preparation of the annual accountsapplicable accounting standards have been followed along with proper explanation relatingto material departures.

II. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as of 31st March 2021 and of the profits of the Companyfor the year ended on that date.

III. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis.

V. Proper Internal Financial Controls were in place and that the Financial Controlswere adequate and were operating effectively.

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

41. Awards & Recognition

During the Year Company has bagged

• the Best exporter award in Aurangabad region under Nagpur CustomCommissionerate.

• the Word Star Global Packaging Award 2021 in the Packaging Materials &Components category for our CPP High Barrier Films.

• SIES SOP Star Awards 2020 for its Barrier Coated Label Film in the AncillaryPackaging Materials Category.

• IFCA Star Awards for Inherently Printable Label Films and Laser Printable CSPFilms in the categories of R&D Achievement and Innovations/Creativity respectively.

• Company's Waluj plant bagged CII National 5'S Excellence Awards 2020.

• the Word Star Packaging Award 2021 in the Beverages category for SerializableConduction Sealing Film.

42. Secretarial Standards

During the Financial Year 2021 the Company has complied with applicable SecretarialStandards issued by the Institute of the Company Secretaries of India.

43. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation receivedfrom financial institutions the Government of India and regulatory authorities and thegovernments of the countries we have operations in. The board places on record itsappreciation for the continued support received from customers vendors retailers andbusiness partners which is indispensable in the smooth functioning of Cosmo. YourDirectors also take this opportunity to thank all investors and shareholders and thestock exchanges for their continued support. Your Directors place on record their deepappreciation to employees at all levels for their hard work dedication and commitment.Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

Ashok Jaipuria
Chairman
Date : May 20 2021
Place : New Delhi

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