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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 26th Annual Report together withthe Audited Statement of accounts for the year ended 31st March 2019.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars

STANDALONE

Financial Results For the year ended 31st March 2019 For the year ended 31st March 2018
Sales & Other Income 1599.27 6.59
Profit/(Loss) before interest depreciation & Taxation 284.13 (9.74)
Less:Interest -
Less: Depreciation 6.21 -
Profit/(Loss) before Tax 277.92 (9.74)
Less: Deferred Tax (0.28) -
Profit/Loss after Tax but before Extra Ordinary Items 278.20 (9.74)
Add/(Less) Other Items - -
Profit/Loss after Tax and Extra Ordinary Items 278.20 (9.74)

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.159283984 /- as against revenue of Rs. 261394/- during the previous financial year.Your company posted Profits after

Taxes of Rs.27792257/- as against loss of Rs. (973654)/- during the previousfinancial year. Your Directors are continuously looking forward for future growth avenues.

2. DIVIDEND

In view of accumulated losses your directors have not recommended any dividend for thefinancial year 2018-2019.

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

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) Mr. Ravikesh Kumar Sinha (DIN- 06573624) and Mrs. Smita Agarwal are theDirectors and Key Managerial Personnel of the company.

Mrs. Smita Agarwal has been appointed as a Woman Director on the Board w.e.f01.06.2018.

9. KEY MANAGERIAL PERSONNEL

Mr. Abhishek Shaw was appointed as the Company Secretary of the Company pursuant toSection 203 of the Companies Act 2013 w.e.f. 01.06.2018.

10. PUBLIC DEPOSIT

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.

11. 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.

12. 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.

13. 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.

14. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31 2019 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 2019 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.

15. 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.

16. 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.

17. NO OF BOARD MEETINGS

Eleven Meeting of the Board of Directors were held during the year.

18. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Sumit Uthra-Independent Director (DIN-00389984)and chairman of the Committee Mr. Ravikesh Kumar Sinha (DIN-06573624) and Mr. VivekAgarwala (DIN-00595954) as other members.

19. 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.

20. EXTRACT OF ANNUAL RETURN

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

21. 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. 93106833/- duringthe year.

22. 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 the ExtraOrdinary General Meeting held on 28.12.2018 to fill the casual vacancy causedby the resignation of Mrs. Jyoti Agarwal Chartered Accountants (Membership No. 300899)for a period of one year

i.e. until the conclusion of the 26th Annual General Meeting of the Company.

In terms of the provision of Section 139(2) of the Companies Act 2013 (the Act') andrules made there under the Company is required to appoint new Auditors in place of theretiring Auditors.

Accordingly the Board of Directors on the recommendation of the Audit Committee hasrecommended to the members appointment of M/s. P.K. Ajitsaria & Co. CharteredAccountants (Firm Registration No. 317046E) as Auditors of the Company for a term of five(5) years commencing from the conclusion of 26th AGM till the conclusion of the 31st AGMto be held in the year 2024 at such remuneration as may be mutually agreed between theBoard of Directors of the Company and the Auditors.

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 2018-19. The Secretarial Audit Report certifiedby our Secretarial Auditors in specified form MR-3 is annexed herewith and forms part ofthis Report.

23. 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

24. 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.

25. 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.

26. 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.

2 7. 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 2018-19.

28. 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.

29. 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.

30. MANITENANCE 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.

31. ACKNOWLDGEMENT

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.

Place: Kolkata For and on behalf of the Board of Directors
Dated: 17.05.2019 Vinay Dalmia
Director
DIN-01219851