Dear Shareholders
The Directors have pleasure in presenting their 11th AnnualReport on the business and operations together with the Audited Statement of Accounts ofthe Company for the year ended 31st March 2021.
FINANCIAL RESULTS :
The Financial results are briefly indicated below:
(Amount in Rs.)
| Sr. No. Particulars | 31.03.2021 | 31.03.2020 |
| 1 Net Total Income | 121165645 | 110961013 |
| 2 Less: Total Expenses | 110267691 | 99972921 |
| 3 Profit Before Tax (PBT) | 10909416 | 10988091 |
| 4 Less: Taxes (including deferred tax and fringe benefit tax) | 3584344 | 2934996 |
| 5 Profit after Tax (PAT) | 7325072 | 8053095 |
1. FINANCIAL HIGHLIGHTS
The Revenue from the operations (net) for the Financial Year 2020-21was Rs. 121165645 (Previous Year Rs.110961013). The company earned Net Profit of Rs.7325072 (Previous Year Rs. 8053095).
There was no significant change in the nature of business of thecompany during the year.
The previous year figures have been restated rearranged regrouped andconsolidated to enable comparability of the current year figures of accounts with therelative previous year's figures.
2. COVID-19 PANDEMIC
Covid-19 Pandemic In the last F.Y. 2020-21 the COVID-19 pandemicdeveloped rapidly into a global crisis forcing governments to enforce lock-downs of alleconomic activity. For the Company the focus immediately shifted to ensuring the healthand well-being of all employees and on minimizing disruption to services for all ourcustomers globally.
3. CAPITAL STRUCTURE
The Authorized Share Capital of the Company is Rs 15000000/- (RupeesOne Crore Fifty Lakh) divided into 1500000 (Fifteen Lakh) Equity shares of Rs 10/- each.
During the Financial year there is no change in paid up share capitalof the Company.
4. BUSINESS OUTLOOK AND INDUSTRIAL SCENARIO
The existing infrastructure of the company has the potential to scaleup revenues to around Rs 30 crores from the present level of Rs 16 crores reported for FY2021. As per the report of Chairman your company has a ambitious plan for backwardintegrate and enter in the field of manufacturing of capacitors. This will give atremendous boost to your company's sales and take it to a different level.
Apart from the core products the other products too have tremendousgrowth potential and the outcome will largely depend on how successfully your company canmanage the after sales service which would require a strong manpower talent. As of nowyour company has a strong team which can take care of additional business to the extent of100% from the current levels.
Strengthening of manpower is an ongoing process which involves pickingup the right person and providing them with proper induction and training. Your companyalready has in place a well prescribed and documented process in place
India's engineering sector has witnessed a remarkable growth overthe last few years driven by increased investment in infrastructure and industrialproduction. The engineering sector being closely associated with the manufacturing andinfrastructure sectors is of strategic importance to India's economy.
India on its quest to become a global superpower has made significantstride towards developing its engineering sector. The Government has appointed EngineeringExport Promotion Council (EEPC) as the apex body in charge of promotion of engineeringgoods products and services from India. India export transport equipment capital goodsother machinery/equipment and light engineering products such as castings forgings andfasteners to various countries of the world. The Indian semiconductor industry offers ahigh growth potential area as industries which source semiconductors as inputs arethemselves witnessing high demand.
India became a permanent member of the Washington Accord (WA) in June2014. The country is now a part of an exclusive group of 17 countries who are permanentsignatories of the WA an elite international agreement on engineering studies andmobility of engineers.
5. DIVIDEND
Considering the financial results of the Company the Board didrecommend payment of dividend of Rs. 1.00 /- i.e. 10% of fully paid up equity share ofRs.10/- each for the year ended 31st March 2021 on all equity shares.
6. TRANSFER TO RESERVE
During the financial year there was no amount proposed to betransferred to the Reserves.
7. AUDITORS
STATUTORY AUDITORS
M/s. NBT & Co (Formerly known as A. Biyani & Co) . CharteredAccountants Mumbai were appointed as statutory auditors of the company for a period offive years in the 10th AGM i.e. till the conclusion of the 15thAnnual General Meeting to be held for the FY 2024-25.
The Auditors' Report for the fiscal 2021 does not contain anyqualification reservation or adverse remark. Further in terms of section 143 of theCompanies Act 2013 read with Companies (Audit & Auditors) Rules 2014 as amended nofraud has been reported by the Auditors of the Company where they have reasons to believethat an offence involving fraud is being or has been committed against the company byofficers or employees of the company.
SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s Brijesh Shah & Co Practicing Company Secretary has been appointed as aSecretarial Auditors of the Company. The Secretarial Audit report of the SecretarialAuditor is enclosed as "Annexure-C to this Report"
8. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Company has established a well-defined process of risk managementwherein the identification analysis and assessment of the various risks measuring of theprobable impact of such risks formulation of risk mitigation strategy and implementationof the same takes place in a structured manner. Though the various risks associated withthe business cannot be eliminated completely all efforts are made to minimize the impactof such risks on the operations of the Company. The Company on various activities alsoputs necessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
9. DEPOSITS
The Company has not accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.Hence company need not to give details related to deposits. There is no non-compliance ofthe provisions of Chapter V of the Companies Act 2013.
10. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise Platform isexempted from provisions of corporate governance as per Regulation 15 of Securities andExchange Board of India (Listing Obligation and Disclosure Requirements) Regulation 2015.Hence no corporate governance report is disclosed in this Annual Report. It is Pertinentto mention that the Company follows majority of the provisions of the corporate governancevoluntarily.
11. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BESUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES
At the end of the financial year under review none of the Company havebecome or ceased to be subsidiaries joint ventures or associate companies.
12. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3)(m) ofthe Act read with the Companies (Accounts) Rules 2014 regarding Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo during the reporting periodis given herein below:
| A CONSERVATION OF ENERGY | Not Applicable |
| i. Steps taken or impact on conservation of energy. | NIL |
| ii. Steps taken by the company for utilizing alternate sources of energy. | NIL |
| iii. Capital investment on energy conservation equipment | NIL |
| B. TECHNOLOGY ABSORPTION | Not Applicable |
| i. Efforts made towards technology absorption | NIL |
| ii. Benefits derived like product improvement cost reduction product development or import substitution. | NIL |
| iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- | NIL |
| a) Details of technology imported. | |
| b) Year of import. | |
| c) Whether the technology has been fully absorbed. | |
| d) If not fully absorbed areas where absorption has not taken place and the reasons thereof; and | |
| e) Expenditure incurred on research & development. | |
| C. FOREIGN EXCHANGE EARNINGS & OUTGO | Amount in Rs. | |
| 2020-21 | 2019-20 |
| i. Foreign Exchange Earnings in terms of actual inflows | 2372726 | 4661760 |
| ii. Foreign Exchange Outgo in terms of actual outflows | NIL | NIL |
| iii. Foreign Travelling | NIL | 45001 |
13. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during thefinancial year were on arm's length basis and in the ordinary course of business.
Information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Form AOC-2 and forms part of this report as Annexure- A.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as Annexure B.
15. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Reportis annexed herewith to the Board Report as Annexure - D.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
During the year under review there is no significant and materialorder passed by the Regulators or Courts or Tribunals impacting the going concern statusand Company's operations.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees or investmentscovered under the provisions of section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 during the Financial Year2020-21.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the period under review Corporate Social Responsibility inaccordance with the provisions of section 135 of the Companies Act 2013 wasn'tapplicable to the Company.
19. BOARD OF DIRECTORS
The Company is managed by well-qualified professionals. All directorsare suitably qualified experienced and competent. The members of the Board of Directorsare persons with considerable experience in the field of Engineering Technology andBusiness Management. The Company is benefitted by the experience and skills of the Boardof Directors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large.
APPOINTMENT CHANGE IN DESIGNATION AND RESIGNATION OF DIRECTORS
• RETIREMENT BY ROTATION
Ms. Janet D'souza (DIN:08676037) Non-Executive Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment. Your Directors recommends him forre-appointment.
Ms. Christbell Felix Kadam (DIN:08676062) Non-Executive Director ofthe Company is liable to retire by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-appointment. Your Directors recommends him forre-appointment.
• MEETING OF BOARD OF DIRECTORS Number of Meetings of the Board ofDirectors
The Board met Six (06) times during the year. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andthe Listing Regulations.
| SR.NO | DATES OF BOARD MEETINGS |
| 1. | 22nd July 2020 |
| 2. | 6th August 2020 |
| 3. | 18th August 2020 |
| 4. | 8th October 2020 |
| 5. | 10th November 2020 |
| 6. | 1st March 2021 |
• INDEPENDENT DIRECTORS
Independent Directors on your Company's Board have submitteddeclarations of independence to the effect that they meet the criteria of independence asprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Independent Directors of the company met one time during the year on6th March 2021 as per Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
• COMPOSITION OF COMMITTEES
There are three Committees constituted as per Companies Act 2013. Theyare:
A. AUDIT COMMITTEE
| NAME OF DIRECTOR | NATURE OF DIRECTORSHIP | STATUS IN COMMITTEE |
| Mr. Edwin E R Cotta | Chairman | Non- Executive and Independent Director |
| Mr. Anil Vasudev Kamath | Member | Non- Executive and Independent Director |
| Mr. Oswald Rosario Dsouza | Member | Executive Director |
B. NOMINATION AND REMUNERATION COMMITTEE
| NAME OF DIRECTOR | NATURE OF DIRECTORSHIP | STATUS IN COMMITTEE |
| Mr. Edwin E R Cotta | Chairman | Non- Executive and Independent Director |
| Mr. Anil Vasudev Kamath | Member | Non- Executive and Independent Director |
| Mrs. Janet Oswald Dsouza | Member | Non-Executive and NonIndependent Director |
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
| NAME OF DIRECTOR | NATURE OF DIRECTORSHIP | STATUS IN COMMITTEE |
| Mr. Edwin E R Cotta | Chairman | Non- Executive and Independent Director |
| Mr. Anil Vasudev | Member | Non- Executive and |
| Kamath | | Independent Director |
| Mrs. Oswald Rosario Dsouza | Member | Executive Director |
BOARD EVALUATION
In compliance with the provisions of the Companies Act 2013 and otherprovisions if any the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee and Shareholder's Grievance Committee.
20. DIRECTORS' RESPONSIBILITY STATEMENT
i. To the best of their knowledge and belief and according to theinformation and explanation obtained by them your Directors make the following statementsin terms of the Section 134(3)(c) of the Companies Act 2013.
ii. That in the preparation of the annual financial statements for theyear ended March 31 2021; the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;
iii. That such accounting policies as mentioned in the FinancialStatements as ‘Significant Accounting Policies' have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at March 312021 and of the profit of the Company for the year ended on that date;
iv. That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
v. That the annual financial statements have been prepared on a goingconcern basis;
vi. That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
vii. That proper system to ensure compliance with the provisions of allapplicable laws was in place and was adequate and operating effectively.
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which these financialstatements relate till the date of this report.
22. DISCLOSURE OF EMPLOYEES REMUNERATION
The provisions of Rule 5(2) & (3) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 requiring particulars of theemployees in receipt of remuneration more than Rs.60 Lacs per year to be disclosed in theReport of Board of Directors are not applicable to the Company as none of the employeeswas in receipt of remuneration in excess of Rs.60 Lacs during the financial year 2020-21;if any
Appointment & Remuneration of Managerial Personnel is annexedherewith as "Annexure -B"
23. ACCOUNTING STANDARDS
The Company has prepared the Financial Statements for the year ended31st March 2021 as per Section 133 of the Companies Act 2013 read with rule 7 ofCompanies (Accounts) Rules 2014.
24. VALUE OF CONSUMPTION OF IMPORTED AND INDIGENOUS RAW MATERIALSSPARES AND THE PERCENTAGE OF THE TOTAL CONSUMPTION
| Particulars | 2020-21 | 2020-21 | 2019-20 | 2019-20 |
| (in Rs‘) | (In %) | (in Rs‘) | (in %) |
| (A) Raw Materials | | | | |
| Imported | - | - | - | - |
| Indigenous | 85264353 | 95.38% | 55471100 | 61.81% |
| Total | - | - | - | - |
| (B) Stores & Spares | | | | |
| Indigenous | 413020.70 | 4.62% | 2432289 | 2.68% |
| Imported | - | - | | |
| (C) Finished Goods | | | | |
| Indigenous | - | | 32758627 | 36.13% |
| Imported | - | - | - | - |
| Total | 89394373 | 100% | 90662016 | 100% |
25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has an effective internal financial control andrisk-mitigation system which are constantly assessed and strengthened with new/revisedstandard operating procedures which also covers adherence to the Company's Policiesfor safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and timely preparation of reliablefinancial disclosures. The Company's internal financial control system iscommensurate with its size scale and complexities of its operations.
26. LISTING OF THE COMPANY ON BSE SME PLATFORM
At present the equity shares of the Company are listed on thefollowing Stock Exchanges:
| BSE Limited |
| Stock Code: 543172 |
| P. J. Towers Dalal Street |
| Mumbai -400 001 |
27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
To create enduring value for all stakeholders and ensure the highestlevel of honesty integrity and ethical behavior in all its operations the Company hasformulated Vigil Mechanism Policy. This policy aspires to encourage all employees toreport suspected or actual occurrence of illegal unethical or inappropriate events(behaviors or practices) that affect Company's interest/image. The Policy referred toin (39) above is placed on the Company's website https: / /cospowerindia.com/investor/.
28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe Requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 and an Internal Complaints Committee has been setup to redress complaints received regarding Sexual Harassment at workplace with amechanism of lodging & redress the complaints. All employees (permanent contractualtemporary trainees etc.) are covered under this policy.
The Policy referred to in (40) above is placed on the Company'swebsite https: / / cospowerindia.com/investor/.
Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with Rules 16thereunder the Company has not received any complaint of sexual harassment during theyear under review.
| Number of cases pending as on the beginning of the financial year | Nil |
| Number of complaints filed during the financial year | Nil |
| Number of cases pending for more than 90 days | Nil |
| Number of cases pending at the end of end of the financial year | Nil |
| Nature of action taken by the employer or District Officer | NA |
29. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued byInstitute of Company Secretaries of India on Meeting of Board of Directors and GeneralMeetings.
30. ACKNOWLEDGEMENTS
The Board appreciates and places on record the contributions made byall stakeholders particularly employees shareholders customers and all businesspartners during the year under review and acknowledges the support received.
31. CAUTIONARY NOTE
The statements forming part of the Director's Report may containcertain forward looking remarks within the meaning of applicable securities laws andregulations. Many factors could cause the actual results performances or achievements ofthe company to be materially different from any future results performances orachievements that may be expressed or implied by such forward looking statements.
