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Indo Cotspin Ltd.

BSE: 538838 Sector: Industrials
NSE: N.A. ISIN Code: INE407P01017
BSE 00:00 | 30 Sep 32.45 1.50
(4.85%)
OPEN

32.45

HIGH

32.45

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32.45

NSE 05:30 | 01 Jan Indo Cotspin Ltd
OPEN 32.45
PREVIOUS CLOSE 30.95
VOLUME 802
52-Week high 54.35
52-Week low 14.35
P/E 51.51
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.45
CLOSE 30.95
VOLUME 802
52-Week high 54.35
52-Week low 14.35
P/E 51.51
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo Cotspin Ltd. (INDOCOTSPIN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 28th Annual Report of your Companytogether with the Audited financial Statements for the financial year ended 31st March2022.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2022 issummarized below:

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Particulars

Amount (Rs. in lakhs)

FY 2021-22 FY 2020-21
Net Sales 1372.25 784.71
Other Income 12.27 31.37
Total Revenue 1384.52 816.08
Total Expenditure 1370.47 812.79
Pro t before tax 14.05 3.29
Provision for tax 2.24 0.54
Deferred Tax -2.04 -2.02
Pro t after tax 13.85 4.77
EPS (Rs.) 0.28 0.07
Proposed Dividend Nil Nil
Transfer to Reserve Nil Nil
Paid -up Share Capital 420.05 420.05
Reserves and Surplus 233.00 219.15
(excluding revaluation reserve)

(excluding revaluation reserve)

2. Year in Retrospect

During the year under review total income of the Company was Rs.1384.52 lakhs asagainst Rs. 816.08 lakhs in the previous year. The Company was able to earn a pro t aftertax of Rs. 13.85 lakhs in the current nancial year as against a pro t of Rs. 4.77 lakhs inthe nancial year 2020-21. Your Directors are putting in their best e orts to improve theperformance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2021-22 and the previousyear are as follows:

Particulars FY 2021-22 FY 2020-21
Securities Premium Account 49.95 49.95
Capital Reserves 77.28 77.28
Pro t & Loss A/c (Cr.) 105.77 91.92
Total 233.00 219.15

4 . Public deposits

During the nancial year 2021-22 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Share Capital

A) Increase in Share Capital

The Company has not increased its Share capital during the Year B) Issue of equityshares with di erential rights

No Equity Shares with di erential rights were issued during the Year under Review.

C) Issue of sweat equity shares

No Sweat Equity Shares were issued during the Year under Review. D) Issue of EmployeeStock Options No Employee Stock Options were issued during the Year under Review

E) Provision of money by company for purchase of its own shares by employees or bytrustees for the bene t of employees Not Applicable F) Debentures No Debentureswere issued during the Year under Review

6. Material changes and commitments if any a ecting the nancial position of thecompany which have occurred between the end of the nancial year of the company to whichthe nancial statements relate and the date of the report

There was no material change a ecting the nancial position of the Company between thedate of Balance Sheet and the date of this Report.

7. Material Changes after the close of the nancial year

Save as mentioned elsewhere in this Report no material changes and commitments aecting the nancial

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sition of the Company has occurred between the end of the nancial year of theCompany-31 March 2022 till the date of this report.

8. Dividend

The Board of Directors of your Company has decided to retain and plough back the pro tsinto the business of the Company thus no dividend is being recommended for this year.

9. Subsidiaries/ Joint Ventures/ Associates

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As on 31 March 2022 the Company had no Subsidiaries Joint Ventures (JVs) or AssociateCompanies. Accordingly statement containing the salient feature of the nancial statementof a company's subsidiary or subsidiaries associate company or companies and jointventure or ventures in Form AOC-1 is not applicable. The names of companies which havebecome or ceased to be its Subsidiaries joint ventures or associate companies during theyear: Nil Policy for determining material subsidiaries of the Company has been provided onthe website

www.incocotspin.com at the linkhttp://indocotspin.com/reports/Policy%20for%20Determing%20Material%20Subsidiary.pdf

10. Change in the nature of business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

11. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company to hold o ce up to 5 ( ve) consecutiveyears with e ect from 25th March 2019:

O Ms. Shally Aggarwal O Mr. Shubham Singla

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company's website - www.indocotspin.com atthe linkhttp://indocotspin.com/reports/Independent%20Director%20-%20Familarisation%20Programme.pdf

In terms of Section 203 of the Act the following were designated as director or/andKey Managerial Personnel of your Company by the Board during the year:

O Mr. Bal Kishan Aggarwal Managing Director O Mr. Raj Pal Aggarwal Whole TimeDirector O Mr. Sanil Aggarwal Whole Time Director O Mr. Arpan Aggarwal Whole TimeDirector O Mr. Vijay Pal Chief Financial O cer O Mr. Nitin Nandwani Company Secretary

Appointments and Cessation of Directors:

During the Year under the review Mr. Sahil Aggarwal director of the Company hasresigned w.e.f 30.07.2021. Mr. Arpan Aggarwal is liable to retire by rotation in theensuing Annual general Meeting and being eligible o er himself for re-appointment. Boardof Directors recommend his re-appointment.

12. Declaration of Independence

Your Company has received declarations from all the Independent Directors con rmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013.

13. Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 a company shallhave at least one Woman Director on the Board of the Company. The Company has appointedMs. Shally Aggarwal as a woman Director on the Board of the Company.

14. Disclosure of commission paid to managing or Whole Time Directors

There is no commission paid or payable by your company to the managing director or thewhole time director.

15. Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors 4 15/05/2021 24/07/2021 26/10/2021 24/01/2022

All the directors of the Company were present in all the Board Meetings of the Companyheld during previous year.

16. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.Feedback was sought from Directors about their views on the performance of the Boardcovering various criteria. Feedback was also taken from directors on his assessment of theperformance of the other Directors. The Nomination and Remuneration Committee (NRC) thendiscussed the above feedback received from all the Directors. Based on the inputsreceived the Chairman of the NRC also made a presentation to the Independent Directors attheir meeting summarizing the inputs received from the Directors as regards Boardperformance as a whole and of the Chairman. Post the meeting of the IndependentDirectors their collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of ful llment of keyresponsibilities adequacy of Committee composition and e ectiveness of meetings. Feedbackwas provided to the Directors as appropriate. Signi cant highlights learning and actionpoints arising out of the evaluation were presented to the Board.

17. Remuneration Policy for the Directors Key Managerial Personnel and otheremployees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder the Board of Directors of the Company hasformulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee. The Nomination and Remuneration Policycovering the policy on appointment and remuneration of Directors and other matters isset-out in Annexure-I to this Report.

18. Committees of the Board

The Committees of the Board focus on certain speci c areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and de ned scope: O Audit Committee ONomination and Remuneration Committee O Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Shubham Singla Chairman (Independent Director)

2. Ms. Shally Aggarwal Member (Independent Director)

3. Mr. Raj Pal Aggarwal Member (Executive Director)

There were four meetings of the Audit Committee held during the previous year on

15/05/2021 24/07/202126/10/2021 24/01/2022 where all the committee members werepresent.

Stakeholders Relationship Committee:

1. Mr. Shubham Singla Chairman (Independent Director)

2. Ms. Shally Aggarwal Member (Independent Director)

3. Mr. Raj Pal Aggarwal Member (Executive Director)

Nomination and Remuneration Committee:

1. Mr. Shubham Singla Chairman (Independent Director)

2. Ms. Shally Aggarwal Member (Independent Director)

3. Mr. Raj Pal Aggarwal Member (Executive Director)

There were three meetings of the Nomination & Remuneration Committee held duringthe previous year on 15/05/202126/10/2021 where all the committee members were present.

19. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

20. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the

Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isattached as Annexure-II.

21. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.

22. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions and the same is uploaded onthe Company's website: www.indocotspin.com at the linkhttp://indocotspin.com/reports/RPT%20Policy.pdf. Details of Related Party Transactions asper AOC-2 are provided in Annexure-IV.

23. Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company as on 31st March2022: As disclosed inthe the Audited

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nancial statement for the nancial year ended 31 March 2022.

B. Details of loans given by the Company as on 31st March 2022: As disclosed in thethe Audited nancial

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statement for the nancial year ended 31 March 2022.

C. Details of guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder: Nil

24. Extract of Annual Return

The Annual Return in Form MGT-7 for the nancial year ended 31st March 2022 isavailable on the website of the Company at https://www.indocotspin.com/

25. Auditors and auditors' report:

At the last Annual General Meeting of the Company M/s. DINESH KUMAR GOEL & CO.Chartered Accountants were appointed as the Auditors of the Company till the AGM to beheld in the Year 2026.

The Auditors' Report for the nancial year 2021-22 does not contain any quali cationobservation or adverse remarks and accordingly no comments required by your Board ofDirectors on the same.

26. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditors' Report for the nancial year 2021-22 does not contain anyquali cation observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

27. Cost Auditor

Since the Company is engaged in providing Textile Manufacturing activities andrendering of such services are not covered under the Noti cation dated 31st December 2014issued by the Central Government to amend the Companies (Cost Records and Audit) Rules2014 no Cost Auditor has been appointed by the Company.

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your

Company.

28. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

29. Internal Auditor

In terms of section 138 of the Companies Act 2013 M/s R.S. Gahlyan & AssociatesChartered Accountants has been appointed as the Internal Auditors of your Company. TheCompany also has an Audit Committee who interacts with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference.

30. Risk management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and e cient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management. There are no risks which in the opinion of the Board threatenthe existence of your Company.

31. Vigil mechanism

The Company believes in the conduct of the a airs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. Pursuant to Section 177(9) of the Companies Act 2013 a vigilmechanism was established for directors and employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on thewebsite of your company.

32. Management Discussion & Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure-VII.

33. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)Regulation 2015 and the same can be accessed through the following link:http://indocotspin.com/reports/New%20Insider-Trading-Code-2015.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same canbe accessed through the following link:http://indocotspin.com/reports/Code%20of%20Fair%20Disclosure.pdf

34. Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.

35. Signi cant/material orders passed by the regulators

There are no signi cant/material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of your Company and its operations in future.

36. General

Your Board of Directors con rms that (a) Your Company has not issued equity shares withdi erential rights as to dividend voting or otherwise; (b) Your Company does not have anyESOP scheme for its employees/Directors; and (c) there is no scheme in your Company tonance any employee to purchase shares of your Company.

37. Corporate Governance Report

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as speci ed in regulations 17 17A 18 19 20 21 22 23 24 24A 25 26 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V shall not apply to the Company.

38. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directors conrm that:

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a. in the preparation of the annual accounts for the nancial year ended 31 March 2022the applicable accounting standards and Schedule III of the Companies Act 2013 have beenfollowed and there are no material departures from the same;

b. 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 a airs of your

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Company as at 31 March 2022 and of the pro t and loss of the Company for the nancialyear ended 31 March 2022;

c. proper and su cient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal nancial controls laid down by the Directors were followed by theCompany and that such internal nancial controls are adequate and were operating eectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating e ectively.

39. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for thenancial year 2022-23 has been paid to BSE.

40. Disclosure under the sexual harassment of women at workplace (PreventionProhibition And Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place properpolicy on prevention of sexual harassment at workplace. The policy aims at prevention ofharassment of employees as well as contractors and lays down the guidelines for identication reporting and prevention of sexual harassment. There is Internal ComplaintCommittee (ICC) which is responsible for redressal of complaints related to sexualharassment and follows the guidelines provided in the

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policy. During the year ended 31 March 2022 the ICC has not received any complaintspertaining to sexual harassment.

41. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board
For Indo Cotspin Limited
Bal Kishan Aggarwal Raj Pal Aggarwal
Date: 15th May2022 Chairman & Managing Director Whole Time Director
Place: Panipat DIN: 00456219 DIN: 00456189

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