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MV Cotspin Ltd.

BSE: 531286 Sector: Others
NSE: N.A. ISIN Code: INE586D01014
BSE 05:30 | 01 Jan MV Cotspin Ltd
NSE 05:30 | 01 Jan MV Cotspin Ltd

MV Cotspin Ltd. (MVCOTSPIN) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting 27th Annual Report together withthe Audited Statement of accounts for the year ended 31st March 2020.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars

STANDALONE

Financial Results For the year ended 31st March 2020 For the year ended 31st March 2019
Sales & Other Income 1373.14 1599.27
Profit/(Loss) before interest depreciation & Taxation 137.88 284.13
Less: Interest
Less: Depreciation 13.58 6.21
Profit/(Loss) before Tax 124.30 277.92
Less: Deferred Tax (3.61) (0.28)
Profit/Loss after Tax but before Extra Ordinary Items 127.91 278.20
Add/(Less) Other Items - -
Profit/Loss after Tax and Extra Ordinary Items 127.91 278.20

1. REVIEW OF OPERATIONS

The Company has adopted IND-AS from April 1 2017. Financial statements have beenprepared as per the IND-AS presented by Institute of Chartered Accountant of India (ICAI).During the current year of operations your company has registered revenue of Rs.137314542/- as against revenue of Rs. 159927290/- during the previous financialyear. Your company posted Profits after Taxes of Rs.12791056/- as against profit of Rs.27820078/- during the previous financial year. Your Directors are continuously lookingforward for future growth avenues.

2. DIVIDEND

In view of future requirement of funds your directors have not recommended anydividend for the financial year 2019-2020.

3. TRANSFER TO RESERVES:

No amount has been transferred to reserves and surplus during the year.

4. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary joint venture and associated Companies.

5. MATERIAL CHANGE IN NATURE OF BUSINESS

No material change and commitment have occurred from the date of close to the financialyear till the date of this report which affect the financial position of the companies.

6. RISK MANAGEMENT

A detailed review of business risk and the corporation's plan to mitigate them ispresented to the Board. The Corporation has been taking steps to mitigate foreseeablebusiness risks. Business risk evaluation and management is an ongoing and continuousprocess within the Company and regularly updated to the Board.

7. INTERNAL CONTROL SYSYTEM AND ADEQUACY

The Company has proper and adequate system of internal control which is commensuratewith the size and the nature of business to ensure that all assets are safeguarded andprotected against loss from unauthorized use or disposal and commercial transaction areauthorized recorded and reported correctly. The internal control is supplemented by anextensive program of internal and external audits. The company accords greatest importanceto the security of its information assets and has the requisite security controls andchecks. Adequate storage and back-up system is maintained to ensure security andavailability of data at all times.

8. DIRECTORS AND KEY MANGERAL PERSONNEL

As per the Companies Act 2013 Mr. Vivek Agarwala (DIN- 00595954) Director of thecompany will retire by rotation at the ensuring AGM and being eligible has offeredhimself for reappointment.

Mr. Vinay Dalmia (DIN- 01219851) Mr. Vivek Agarwala (DIN- 00595954) Mr. Sumit Uthra(DIN- 00389984) Mrs. Smita Agarwal (DIN- 00200242) are the Directors of the Company ofthe company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are: Mr. Vinay Dalmia Whole time Director Ms Vijaya Kumari Chief FinancialOfficer and Ms. Payal Bansal Company Secretary of the Company.

Ms. Payal Bansal was appointed as a Company Secretary on 30.07.2020.

Mr. Ravikesh Kumar Sinha (DIN- 06573624) was resigned from the Board of Directors ofthe Company w.e.f. 10.06.2019.

9. PUBLIC DEPOSITS

During the year under review your company has not accepted any deposit within themeaning of provision of Chapter V- Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

10. WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has a Whistle Blower Policy which enables its directors and employees toreport their concerns about unethical behavior actual or suspected fraud or violation ofthe Company's Code of Conduct or ethics policy and provides safeguards againstvictimization of director(s)/employee(s) who avail of the mechanism.

11. CORPORATE SOCIAL RESPONSIBILITY

No CSR policy has been adopted by the company in the current financial year as the sameis not applicable to the company.

12. HUMAN RESOURSES

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficient empowered and such work environment propels themto achieve higher level of performance. The unflinching commitment of the employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

13. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed 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 affairs of the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively ; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

14. PARTICULARS OF EMPLOYEES

Since the company does not fall under the prescribed limit of the aforesaid provisionsunder Section 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Therefore this requirement is notapplicable to the Company.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND:

Since there was no unpaid/ unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

16. NO OF BOARD MEETINGS

9 (Nine) meetings of the Board of Directors were held during the year.

17. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Sumit Uthra-Independent Director (DIN-00389984)chairman of the Committee and Mr. Vivek Agarwala (DIN-00595954) as other member.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company identifies the persons whoare qualified to become Directors of the Company / who may be appointed in SeniorManagement in accordance with the criteria laid down and recommend to the Board theirappointment and removal. The Committee also carries out evaluation of every Director'sperformance. The Committee has formulated the criteria for determining qualificationspositive attributes independence of the Director send recommend to the Board a Policyrelating to the remuneration for the Directors Key Managerial Personnel and otheremployees.

19. EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in form MGT-9 is annexed herewith andforms part of this report and marked as "Annexure-A"

20. COVERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption stipulated underSection 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith as Annexure 'B' to the Board's Report. The Foreign exchangeearnings amount to Rs. NIL and foreign Exchange Outgo amount to Rs. 79312574 /- duringthe year.

21. AUDITORS:

Statutory Auditors:

M/s. P.K. Ajitsaria & Co. Chartered Accountants (Firm Registration No. 317046E)Statutory Auditor of the Company has been appointed as Statutory Auditor of the companyat Annual General Meeting held on 10.06.2019 to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the thirty first AGM of the Companyto be held in the year 2024.

During the year the Statutory Auditors have confirmed that their appointment was inconformity with the limits specified in the said Section.

Secretarial Audit:

Pursuant to the provision of Section 204 of the Companies act 2013 and the companies(Appointment and Remuneration personnel) Rules 2014 the Company has appointed Mrs. ArtiVyas practicing Company Secretary as its Secretarial Auditors to undertake theSecretarial Audit for the financial year 2019-20.. The Secretarial Audit Report certifiedby our Secretarial Auditors in specified form MR-3 is annexed herewith and forms part ofthis Report.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013:

Details of Loans Guarantees and investments covered under the provision of section 186of the Companies' Act 2013 are given in the Notes to the financial statements.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of thecompany confirming that they meet the criteria of independence as provided under section149(6) of the Companies Act 2013.

24. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDIT REPORT

There is no such qualification or reservation or adverse remark reported by theStatutory Auditors of the Company.

2 5. RELATED PARTY TRANSACTION

The Company has entered into any transaction with the related parties during the year.The Details of Transaction has been mentioned in Note no. 24 of the FinancialStatement.

All related party transactions that were entered into by the Company during thefinancial year under review were generally on arms' length basis and in the ordinarycourse of business. All related party transactions are placed before the meeting(s) ofAudit Committee for its approval.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company 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 provision of the Sexual Harassment of Woman at workplace (Prevention Prohibition and redressal) Act 2013 and the Rules thereunder for prevention and Redressalof Complaints of sexual harassment at workplace. The Company has not received anycomplaint on sexual Harassment during the financial year 2019-20.

27. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theStatement of Disclosure of Remuneration and such other details as prescribed therein aregiven in Annexure-B which is attached hereto and forms a part of the Directors'Report.

28. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

There was no instance of any material order passed by the regulators or court ortribunals impacting the going concern status of the company.

29. MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT 2013

The Provisions of Section 148 (1) pertaining to the maintenance of Cost Records is notapplicable to our Company.

30. ACKNOWLEDGEMENT

Your directors take this opportunity to offer thanks to government and semi governmentorganizations and bankers for their continued supports and valuable assistance at alltimes

The Director also wish to place on record their deep sense of appreciation for thedevoted services rendered by the officers employees and workers of the Company.

For and on behalf of the Board of Directors
Place: Kolkata SD/-
Dated: 30.07.2020 Payal Bansal
Company Secretary
Membership No-A56643

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