COSCO (India) Ltd Directors Report.

Dear Members,

Your Directors have pleasure in submitting their 40th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL RESULTS

PARTICULARS CURRENT YEAR ENDED 31-03-2019 PREVIOUS YEAR ENDED 31-03-2018
(Rs. in Lacs) (Rs. in Lacs)
Revenue from operations 13,288.42 12,622.94
Other Income 73.93 53.97
Total Revenue 13,362.35 12,676.91
Total Expenses before Depreciation and Finance 12,370.51 11,554.16
Costs
Profit before Depreciation, Finance Costs and Tax Expense 991.84 1,122.75
Less: Depreciation / Amortisation / Impairment 97.86 100.89
Profit before Finance Costs and Tax Expense 893.98 1,021.86
Less Finance cost 424.27 394.80
Profit before Tax 469.71 627.06
Tax Expenses :
Current Tax 137.52 260.56
Earlier Year Taxation (6.71) -
Deferred Tax 37.13 (26.52)
Profit for the period from continuing operations 301.77 393.02
Other Comprehensive Income (Net of Income tax) (6.12) 8.17
Total Comprehensive Income for the year 295.66 401.19

COMPANYS PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2018-19

The Revenue from Sale of Products for the current year ended 31.03.2019 was 13,219.56 Lacs against previous years sales of Rs.12,563.11 Lacs – registering a growth of about 5.23 % over the previous year. The exports were Rs.315.55 Lacs (Previous year 248.29 Lacs) in F.O.B value terms. The Revenue from services for the current year amounted to Rs.6.36 Lacs (Previous year Rs.6.21 Lacs ). Other Operating Income was Rs.62.50 Lacs ( Previous Year Rs.53.62 Lacs) which includes Export Incentives viz. Duty Drawback Rs.5.71 Lacs ( Previous Year Rs.8.04 Lacs ) & PFSL 18.70 Lacs ( Previous Year 10.25 Lacs).

The Indian economy grew at 6.8% in FY 2018-19,which was lower than 7.2% growth registered in FY 2017-18. The growth declined quarter on quarter during 2018-19 due to contraction both in the Agriculture and Industry Sectors and Global slow down. The world output growth fell from 3.8% in 2017 to 3.6% in 2018. The market demand remained stagnant due to moderation in the growth of the Indian economy and difficult global economy.

The Management strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees and generating profitable growth for our investors. Management is hopeful for steady performance/growth in the current and following years as markets are gradually stabilizing and adapting to GST.

The Net Worth of the Company as at 31.03.2019 was Rs.3741.14 Lacs (Previous Year Rs.3445.49 Lacs).

The Management is continuously taking effective steps to enhance COSCO Brand Value, which is well established in the Domestic market. The Company is focusing on further strengthening the marketing network. The Company is expanding its product range in its endeavour to improve top line as well as net margins. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis.

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL):As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of Rs.2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of Rs.2011). Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation Tribunal vide its letter Ref: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 48,000,000 (Equivalent 20,465,760) and after deducting LKR 1,674,361.66 due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 46,325,638.34 (Equivalent 19,751,862). The amount is yet to be released and the same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by the Honble High Court of the Western Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). The management does not expect any net realisable value of its investment in the erstwhile subsidiary. However realisation, if any, shall be accounted for in the year of actual receipt.

"Consolidated Financial Statements" as per Accounting Standard 21/IAS 110 issued by the Institute of Chartered Accountants of India, have not been prepared since the company is under liquidation.

DIVIDEND

Board does not recommend any dividend for Financial Year 2018-19 to consolidate financial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is 1125.17 Lacs and same is retained on 31.03.2019. The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review. The balance in Retained earning include Current years Net Profit from continuing operations 301.77 Lacs (Previous year 393.02 Lacs).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the CompaniesAct, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and based on the internal controls, compliance systems established and maintained by the Company, make the following statement that:

i. in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

Mr. Pankaj Jain (DIN:00190414) and Mr. Manish Jain (DIN: 00191593) Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are:-

Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company, who were reappointed for a period Three (3) years with effect from 16th March 2019 till 15th March 2022 in the lastAnnual General Meeting held on 29th September, 2018.

Mr.Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414) and Mr. Neeraj Jain (DIN: 00190592), who were re-appointed as Whole Time Directors of the Company w.e.f 01st October 2017 for a term of Rs.3 Years in theAnnual General Meeting of the Company held on 29th September, 2017.

Ms. Sudha Singh -Company Secretary, w.e.f 1st May, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1st, 2014, Shri Mahavir Prasad Gupta (DIN 00190550), Shri Sunil Kumar Jain (DIN 00387451), Shri Mohan Lal Mangla (DIN 00311895), Shri Vijender Kumar Jain (DIN 06423328), Shri Vijay Kumar Sood (DIN 01525607) and Ms. Nisha Paul (DIN 00325914) were reappointed for their 2nd Term as Independent Directors of the Company w.e.f 1st October 2017 to 30th September, 2022 at theAnnual General Meeting of the Company held on 29th September, 2017 for a term of Rs.5 years The terms and conditions of appointment of Independent Directors are as per Schedule IV of the CompaniesAct, 2013.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the payment of sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Company.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

None of the Director is disqualified from being appointed as Director in terms of section 164 of the CompaniesAct, 2013 and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

During the year 2018-2019, Four (4) Board Meetings and Four (4) Audit Committee Meetings were held. In accordance with requirement, other committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of the meetings are given in the Corporate Governance Report, which form part of this report.

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and the rules made thereunder, the Board required to carry out the Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17 (10) of SEBI (LODR) Regulations, 2015, the performance evaluation of the independent directors was also to be done by the Board of Directors.Accordingly, The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors including the Independent Directors (wherein the concerned director being evaluated did not participate).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Managing Directors were evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICY ON DIRECTORSAPPOINTMENTAND REMUNERATIONAND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder ;

Selection and procedure for nomination and appointment of Directors

The Policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the CompaniesAct, 2013, is available on the Company website www.cosco.in .

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors. The key features of which are as follows: Qualifications – The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate reasonable standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of theAct, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY

The Company has internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19. The company will further strengthen its Internal Financial Controls in areas observed by theAuditors.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the CompaniesAct, 2013 read together with the Companies (IndianAccounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by theAudit Committee in consultation with the StatutoryAuditors.

The details in respect of internal control and their adequacy included in the management discussion & analysis, forms part of this report

AUDITORS

The current auditors, viz. M/s. V.P. Jain & Associates, Chartered Accountants (Firm registration number: 015260N) were appointed by the members at their Annual General Meeting held on 29th September, 2017 to hold the office of auditor from the conclusion of the Thirty-Eighth Annual General Meeting till the conclusion of this Forty-third Annual General Meeting.

M/s. V.P. Jain & Associates have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of The Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force).

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as theAuditor of the Company

INDEPENDENTAUDITORS REPORT

TheAuditors Report do not contain any qualifications or adverse remarks except for drawing attention in respect of the matters reported under Emphasis of the Matter. The opinion of the Auditors is not qualified in respect of matters reported under Emphasis of the Matter. Auditors have drawn attention to some specific Notes on Financial Statements viz: Note no 4.3 regarding recoverable amount of land compensation Note No. 7.2 & 7.4 regarding valuation of non moving and slow moving stock, Note No 8.2 regarding provision for expected credit loss, Note no 16.1 regarding identification of MSME suppliers, Note No 17.1 regarding unidentified receipt, Note no 36.3 regarding value of investment in erstwhile subsidiary of company which are self explanatory. Amount of Land Compensation Claim Receivable is on account of enhanced compensation awarded by the Court in respect of acquisition of land of about 325 sq. yards of factory land by PWD (B&R), Gurugram and we are pursuing with PWD legally to recover the same. The slow moving inventories are valued at realistic realizable value and the Management is taking effective steps to liquidate them. Company has system of creating provision of doubtful debts usually for outstanding more than 3 years. Company has not made any provision for expected credit loss as the same is not considered to be significant. The information regarding Micro, Small and Medium enterprises have been determined to the extent such parties are identified on the basis of information available with the Company, which has been relied upon by the Auditors. Unidentified receipt include 4.20 lacs (previous year 6.92 lacs) being credits pending for identification. The status of the investment in the erstwhile subsidiary has been duly explained in the within referred Note No. 36.3 on Financial Statements and also hereinabove under Companys Performance and State of Affairs. Having regard to the factual state of affairs of the erstwhile Subsidiary (Under Liquidation), the Management do not expect any net realization from its investment in the said Subsidiary. Regarding the Auditors observation w.r.t. the Internal Audit System of the company, the same is reasonably effective having regard to the size of the company. However, the Management shall review scope, coverage and compliance thereof to further strengthen the same.

We have taken note of the observations of the Auditors for improvement in certain areas of Internal Financial Controls and the company will take necessary steps for more effective monitoring of Inventory levels; better documentation and MIS in areas of Annual procurement & Expense budget; Procurement Budgeting & Planning of Traded Goods; Obtainment of Quotation, Management, Negotiation & Selection; Contract labour management and Improvement to prevent penal provisions for any non compliance of Statutory laws by contractor ; prevention of non credit worth dealers; HR attendance monitoring to prevent attendance modification & excess payment of salary; ensuring verification of all fixed assets in scale of Rs.3 years.

The Statutory Auditor of the Company has not reported any fraud as specified under the second proviso to Section 143(12) of theAct.

SECRETARIAL AUDITORS REPORT

Report of the Secretarial Auditor is given as an Annexure-A which forms part of this Report. Secretarial Auditors Report do not contain any qualifications, reservations, adverse remarks or disclaimers, which needs any comments/explanation.

INTERNAL AUDITORS

M/s PARM & Associates LLP, (formerly known as P A R M & S M R N Associates) Chartered Accountants performs the duties of InternalAuditors of the Company and their report is reviewed by the audit committee from time to time.

COST AUDITORS

As per the Companies (Cost Records andAudit) Rules, 2014, as amended by the Companies (Cost Records andAudit) Amendments Rules, 2014 and 2016, the maintenance of Cost Records has not been specified by the Central Government and as such CostAudit is not applicable to our Company .

AUDIT COMMITTEE

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

NOMINATIONAND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

Policy on determining the criteria for determining qualifications, positives attributes and independence of a director is available on the Company website www.cosco.in.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 applicable to our company for the year ended 31.03.2019. Your Company has achieved the net profit of rupees five crore during financial year ended on 31.03.2017. As per the provision of Section 135 of the Companies Act, 2013 and rules framed thereunder every company having a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. The company has constituted Corporate Social Responsibility Committee accordingly.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The details pertaining to composition of Corporate Social Responsibility Committee are included in the Corporate Governance Report, which forms part of this report.

During the financial year ended 31st March, 2019, the company incurred CSR Expenditure of Rs.13 Lacs (Rupees Thirteen Lacs only). The CSR initiatives of the Company were under the thrust areas of Education. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR committee is available on the website of the Company and can be accessed through the web link; https://www.cosco.in/uploads/investors/corporate_social_responsibility_policy_1499423528.pdf

The Companys CSR Policy Statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2019, in accordance with Section 135 of the CompaniesAct, 2013 and Companies (Corporate Social responsibility Policy) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being in force) is set out in the Annexure G to this report.

RISK MANAGEMENT POLICY

The Company has an integrated risk Management framework through which it identifies, monitors, mitigates and reports key risks that impacts its ability to meet the strategic objectives. A note on the policy of the Company on risk management is provided in this Annual Report under Management Discussion and Analysis Report (Refer Annexure –F which form part of this report).

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements. No additional Loans, Guarantees or Investment covered under the provisions of Section 186 of the Companies, Act 2013 are given provided / made during the reporting year.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were in the ordinary course of business and on an arms length basis placed before the Audit Committee on regular basis. Omnibus approval was obtained for transactions which are of repetitive nature. All the transactions entered with the related parties do not attract the provisions of Section 188 of the Companies Act, 2013.

There are no martially significant related party transaction that may have potential conflict with interest of Company at large. The details of RPTs during FY 2018-19, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC -2 and the same form part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIALYEARAND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

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

EXTRACT OFANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure-C in the prescribed Form MGT-9, which form part of this report.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary/joint venture/ associate company within the meaning of the Companies Act, 2013.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they have complied with the Code of Independent Directors as prescribed in Schedule IV to theAct.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act, read with rule 5(1) of the Companies Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial Year:

Executive Directors Ratio to median remuneration
Shri Devinder Kumar Jain 40:1
Shri Narinder Kumar Jain 40:1
Mr.Arun Jain 31:1
Mr. Manish Jain 31:1
Mr. Pankaj Jain 31:1
Mr. Neeraj Jain 31:1
Non Executive Directors Ratio to median remuneration
Shri Mahavir Prasad Gupta NotApplicable
Shri Mohan Lal Mangla (Independent Directors are paid only sitting fees and reimbursement of expenses, if any, for attending Board Meetings. No other Remuneration has been paid to the Independent Directors)
Shri Sunil Kumar Jain
Shri Vijender Kumar Jain
Ms. Nisha Paul
Shri Vijay Kumar Sood

b. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive % increase in Remuneration in the financial year
Officers, Chief Financial Officer and Company Secretary
Executive Directors :-
Shri Devinder Kumar Jain 15.69
Shri Narinder Kumar Jain 15.69
Mr.Arun Jain 21.05
Mr. Manish Jain 21.05
Mr. Pankaj Jain 21.05
Mr. Neeraj Jain 21.05
Independent Directors
Shri Mahavir Prasad Gupta NotApplicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors).Details of Sitting fees paid/ payable incorporated in Corporate Governance report there is no change in the fees paid from the last FY 2017-18
Shri Mohan Lal Mangla
Shri Sunil Kumar Jain
Shri Vijay Kumar Sood
Shri Vijender Kumar Jain
Ms. Nisha Paul
Ms. Sudha Singh ; 12.82
Company Secretary

c. The percentage increase in the median remuneration of employees in the Financial Year : 8.4%

d. The number of permanent employees on the rolls of the Company: 412

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2018-19 was approximately 3% -25% compare to the percentile increase of Rs.15.69% to 21.05% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company and as approved by the members in theAnnual General Meetings as per statutory requirements.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company

g. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Top Ten Employees in terms of Remuneration Drawn

Employess Name Designation Remuneration in Lacs Nature of employment Qualification Experience (in years) Year of commen cement of employment Age Last employment of % of Equity Shares Whether employee is relative of Director or Manger
Shri Devinder Kumar Jain Managing Director and CEO 56.49 Permanent Graduate in B.Sc. 58 1980 81 NA 3.03 Relative of Shri Narinder Kumar Jain, Mg. Director Mr. Arun Jain and Mr. Minish Jain WTD
Shri Narinder Kumar Jain Managing Director 54.13 Permanent Graduate and Diploma in International Marketing 53 1989 78 NA 3.02 Relative of Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Neeraj Jain WTD
Mr. Arun Jain Whole Time Director 43.67 Permanent B.E., M. Tech 27 2007 53 NA 1.53 Relative of. Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Manish Jain WTD
Mr. Manish Jain Whole Time Director 42.81 Permanent Qualified Engineer and MBA 26 1998 49 NA 1.69 Relative of. Shri Devinder Kumar Jain Mg.Director and Mr. Arun Jain WTD
Mr. Pankaj Jain Whole Time Director and CFO 43.44 Permanent B.Com and MBA 26 1998 48 NA 5.63 NA
Mr. Neeraj Jain Whole Time Director 42.74 Permanent B.E., M.Sc. and MBA 25 1998 47 NA 1.70 Relative of. Shri Narinder Kumar Jain Mg. Director
Mr. Rajesh Kumar Khurana Finance Mg & Head of Accounts 13.25 Permanent B.Com (H) FCA 37 1996 62 NA NIL NA
Ms Renu Vats Chief Cashier 8.82 Permanent Graduate 36 1983 57 NA NIL NA
Mr. Manojit Chakraborty Manger (Costing) 8.47 Permanent Cost Accountant 21 2005 52 NA NIL NA
Mr. Gawesh Narula Senior Accounts Officer 8.44 Permanent Graduate 21 2005 49 NA Nil NA

* Gratuity not included.

h. Name of other employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 of the Companies Act, 2013 - Nil

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the Independent Directors are available on the website of the Company.

(URL:https://www.cosco.in/uploads/investors/details_of_familiarisation_programme_imparted_to_independent_dire ctors_1566037996.pdf)

Policy on dealing with related party transactions is available on the website of the Company.

(URL: https://www.cosco.in/uploads/investors/related_party_transactions_policy_1566037788.pdf )

Unclaimed Dividends

Company has declared interim Dividend for FY 2015-16 . Details of unpaid / unclaimed dividend is available on the Companys website at :

https://www.cosco.in/uploads/investors/unclaimed_interim_dividend_list_for_fy_2015_16_1473228184.pdf

Members who have not encashed their interim dividend warrants pertaining to the aforesaid year may approach the Company/its Registrar, for obtaining their unclaimed dividend.

Year Dividend Per Share in Date of Declaration Due Date for Transfer Amount in Rs.
2015-16 1 12.08.2015 18 th September, 2022 82,781

The Board has appointed Ms. Sudha Singh, Company Secretary, as the Nodal Officer to ensure compliance with the IEPF Rules.

Details of Nodal officer is available on the website of the Company www.cosco.in .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a Whistle Blower policy/Vigil Mechanism which provides for adequate safeguard against victimization of person who use such mechanism and the Directors and employees have direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism (Whistle Blower Policy) is available on Companys website www.cosco.in at: (URL: https://www.cosco.in/uploads/investors/whistle_blower_policy_1566037432.pdf )

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has an Internal Complaints Committee (ICC) for redressal of sexual harassment complaints and for ensuring time bound treatment of such complaints. There was no complaint received from any employee during the financial year 2018-19 and hence, no complaint is outstanding as on March 31st, 2019 for redressal.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Matters to be included in the Report of Board of Directors) Rules 2014 the relevant information and data is given in Annexure- D annexed hereto and form part of this Report.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2018-19 and 2019 – 2020 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that mandatory provisions of Corporate Governance as provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Companies Act, 2013 are duly complied with.

Report on Corporate Governance along with Certificate by Practicing Company Secretary on compliance with the condition of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as part of this report as Annexures –E1, E2& ‘ E3 respectively.

Report on Management Discussion andAnalysis is annexed hereto as Annexure –F and form part of this report.

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Dealers, Government Authorities and Regulators and all other business associates and for their confidence in its management. The Management also place on record their appreciation for the confidence reposed by the Stakeholders. The Board of Directors also wish to convey their appreciation to all the employees for their sincere and dedicated services and unstinting efforts at all levels.

The Directors appreciate and value the contributions made by every member of the Cosco (India) Limited.

By order of the Board of Directors
(Devinder Kumar Jain) (Narinder Kumar Jain)
Registered Office: Managing Director and CEO Managing Director
2/8, Roop Nagar, DIN : 00191539 DIN :00195619
Delhi – 110007
Dated: 14th August, 2018