Cospower Engineering Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their 10th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

(Amount in Rs.)

Particulars Amount
2019-20 2018-19
Revenue from Operations 11,03,80,397 13,01,09,821
Other Income 5,80,615 2,18,155
Total Revenue 11,09,61,013 13,03,27,976
Profit before tax 1,09,88,091 71,97,148
Tax Expense 29,34,996 19,15,555
Profit after tax 80,53,095 52,81,593
Equity share Capital 150.000 15.00
Earnings per share
Basic 29.29 35.21
Diluted 29.29 35.21

The Revenue from the operations (net) for the Financial Year 2019-20 was Rs. 11,03,80,397(Previous Year Rs.13,01,09,821). The company earned Net Profit of Rs. 80,53,095(Previous Year Rs. 52,81,593).

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous years figures.

2.COVID-19 PANDEMIC

Covid-19 Pandemic In the last month of F.Y. 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.

3.INDUSTRIAL SCENARIO

Indias engineering sector has witnessed a remarkable growth over the last few years driven by increased investment in infrastructure and industrial production. The engineering sector, being closely associated with the manufacturing and infrastructure sectors, is of strategic importance to Indias economy.

India, on its quest to become a global superpower, has made significant stride towards developing its engineering sector. The Government has appointed Engineering Export Promotion Council (EEPC) as the apex body in charge of promotion of engineering goods, products, and services from India. India export transport equipment, capital goods, other machinery/equipment, and light engineering products such as castings, forgings, and fasteners to various countries of the world. The Indian semiconductor industry offers a high growth potential area as industries which source semiconductors as inputs are themselves witnessing high demand.

India became a permanent member of the Washington Accord (WA) in June 2014. The country is now a part of an exclusive group of 17 countries who are permanent signatories of the WA, an elite international agreement on engineering studies and mobility of engineers.

(Source: https://www.ibef.org/industry/engineering-india.aspx)

4.SHARE CAPITAL

During the year under review, there was change in the Share Capital of the company. As at March 31, 2020, the total paid-up share capital of the company stood at 1,50,00,000divided into 15,00,000 equity shares of 10/- each.

The total paid-up share capital of the company prior to the public issue was Rs. 1,10,00,000 divided into 11,00,000 equity shares of 10/- each.

5.INITIAL PUBLIC OFFERINGS

Your company issued 4,00,000 shares of face value of Rs. 10/- each to the public on 17thMarch, 2020 at the rate of Rs. 51 per share aggregating Rs.204lacs. The shares got listed on 30th March, 2020.

6.DIVIDEND

Considering the financial resultsof the Company, the Board did recommend payment of dividend of Rs. 1.20 /- i.e. 12% of fully paid up equity share of Rs.10/- eachfor the year ended 31st March, 2020 on all equity shares.

7.TRANSFER TO RESERVE

During the financial year, there was no amount proposed to be transferred to the Reserves.

8. AUDITORS & AUDITORS REPORT

M/s. A Biyani & Co., Chartered Accountants, Mumbai were appointed as statutory auditors of the company for a period of five years in the 10th AGM i.e. till the conclusion of the 15th Annual General Meeting to be held for the FY 2024-25.

The Auditors Report for the fiscal 2020 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

9.DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 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 of the provisions of Chapter V of the Companies Act 2013.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. -The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidates appointment as recommended by the Nomination and Remuneration

Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- -vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

11. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

12. SUBSIDIARIES

At the end of the financial year under review none of the Company have become or ceased to be subsidiaries, joint ventures or associate companies.

13. STATEMENTSOF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo during the reporting period is 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 thereasons thereof; and
e) Expenditure incurred on research & development.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

Amount in Rs.

2019-20 2018-19
i. Foreign Exchange Earnings in terms of actual inflows 46,61,760 15,84,000
ii. Foreign Exchange Outgo in terms of actual outflows NIL 54,89,745
iii. Foreign Travelling 45001 2,21,479

14. RELATEDPARTY TRANSACTIONS

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 Form AOC-2 and forms part of this report as Annexure- A.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.

16. SECRETARIAL AUDIT REPORT

The Company got listed on BSE SME Platform on 30th March, 2020 and as required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Jaymin Modi, Prop. M/s. Jaymin Modi & Co., Company Secretary as Secretarial Auditor of the Company for the period from 30th March, 2020 till 31st March, 2020.The Secretarial Audit Report forms part of the Annual Report.

The Copy of Secretarial Audit Report for the from 30th March, 2020 till 31st March, 2020issued by Mr. Jaymin Modi, Company Secretary in Practice has been attached and marked as Annexure C.

The Secretarial Auditors Report for the period from 30th March, 2020 till 31st March, 2020 2020 does not contain any qualification, reservation or adverse remark.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as Annexure - D.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONSIN FUTURE

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the Financial Year 2019-20.

20.CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report.

21. BOARD OF DIRECTORS

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience in the field of Engineering, Technology and Business Management. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

• APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION OF DIRECTORS

During the period under review new Directors have been Appointed on the Board of the Company. There was change in designation of Mr. Oswald Dsouza from Director to Managing Director & Mr. Felix Kadam from Director to Whole-Time Director with effect from February 19, 2020. Further During the period under review no Directors have resigned from the Company.

SR NO CATEGORY/ DESIGNATION NAME OF THE DIRECTOR DATE OF INITIAL APPOINTMENT DATE OF APPOINTMENT AT CURRENT DESIGNATION
I. PROMOTER AND EXECUTIVE DIRECTOR
i. Chairman and Managing Director Mr. Oswald DSouza 22-09-2010 20-02-2020
ii. Whole Time Director Mr. Felix Kadam 22-09-2010 20-02-2020

II. PROMOTER AND NON-EXECUTIVE DIRECTOR

i. Non-Executive Director Mrs. Janet DSouza 21-01-2020 23-01-2020
ii. Non-Executive Director Mrs. Christbell Kadam 21-01-2020 23-01-2020

III. INDEPENDENT DIRECTOR

i. Independent Director Mr. Anil Vasudev Kamath 14-01-2020 20-02-2020
ii. Independent Director Mr. Edwin E R Cotta 14-01-2020 20-02-2020

RETIREMENT BY ROTATION

Mr. Oswald DSouza (DIN: 02711251), Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommends him for re-appointment.

Mr.Felix Kadam (DIN: 02880294), Whole-Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommends him for re-appointment.

• INDEPENDENT DIRECTORS

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

• KEY MANAGERIAL PERSONS

The Present Composition of Key Managerial Personnel is as below:

SR NO NAME DESIGNATION DATE OF INTIAL APPOINTM ENT DATE OF APPOINTM ENT AT CURRENT DESIGNATI ON DATE OF CESSATION
1. Mr. Oswald Rosario DSouza Managing Director 22-09-2010 20-02-2020 NA
2. Mr. Felix Shridhar Kadam Whole-Time Director 22-09-2010 20-02-2020 NA
3. Mr. Hiren Solanki Chief Financial Officer 22-01-2020 NA NA
4. Ms. Garima Garg Secretary Company 14-02-2020 NA 17-08-2020

• DETAILS OF SHREHOLDING OF THE BOARD OF DIRECTORS

NAME OF THE DIRECTOR DESIGNATION NUMBER OF EQUITY SHARES HELD
Mr. Oswald Rosario DSouza Managing Director 5,49,997
Mr. Felix Shridhar Kadam Whole-Time Director 5,49,998
Ms. Janet DSouza Non-Executive Director 1
Ms. Christbell Kadam Non-Executive Director 1

22.RESPONSIBILITIES&FUNCTIONS OF BOARD OF DIRECTORS

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the listed entitys governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors with the longer-term interests of the listed entity and its shareholders.

e. Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.

f. Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the listed entitys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Directors evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

b. The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.

d. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up to date.

e. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment on corporate affairs.

h. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.

i. The Board of Directors shall have ability to ‘step back to assist executive management by 44 challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entitys focus.

j. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.

k. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

l. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.

m. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.

23. MEETINGS OF BOARD OF DIRECTORS

The Board met twelve(12) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

The details of Board Meeting are given herein below:

SR.NO DATES OF BOARD MEETINGS
1. 10th April, 2019
2. 12th June, 2019
3. 13th August, 2019
4. 26th October, 2019
5. 19th December, 2019
6. 30th December, 2019
7. 02nd January, 2020
8. 14th January, 2020
9. 22nd January, 2020
10. 14th February, 2020
11. 19th February, 2020
12. 23rd March, 2020
SR.NO NAME OF THE DIRECTOR DIN CATEGORY BOARD MEETINGS
HELD ATTENDED
1. Oswald Rosario DSouza 02711251 Managing Director 12 12
2. Felix Shridhar Kadam 02880294 Whole-Time Director 12 12
3. Janet DSouza 08676037 Non- Executive Director 12 3
4. Christbell Felix Kadam 08676062 Non- Executive Director 12 3
5. Anil Vasudev Kamath 07940476 Independent Director 12 4
6. Edwin E R Cotta 02691199 Independent Director 12 4

24. DETAILS OF ANNUAL GENERAL MEETING:

Financial Year Date Venue Resolutions passed
2018-19 30th September, 2019 203, 2nd Floor, Kesarinath Apartments, S.V. Road, Opp. Vijay Sales, Goregaon (West) MUMBAI 400062 1. To receive, consider and adopt the audited accounts for the financial year ended 31st March 2019 along with the report of the Board of Directors and Auditors thereon.
2. To consider and appoint the statutory auditors of the company

25. EXTRA-ORDINARY GENERAL MEETING

Details of the Extra- Ordinary General Meetings of the Company held during preceding previous year with a gist of the special resolutions passed there at is given hereunder:

Financial Year Date Venue Resolutions passed
2018-19 20th February, 2020 203, 2nd Floor, Kesarinath Apartments, S.V. Road, Opp. Vijay Sales, Goregaon (West) MUMBAI 400062 1. Appointment Of Mananging Director Of The Company
2. Appointment Of Whole-Time Director Of The Company
3. To Consider And Approve The Remuneration Of Mr. Oswald Rosario DSouza, Managing Director Of The Company.
4. To Consider And Approve The Remuneration Of Mr. Felix Shridhar Kadam, Whole Time Director Of The Company.
5. To Consider And Approve Regularisation Of Additional Director, Mr. Edwin E R Cotta By Appointing Him As Independent Director Of The Company
6. To Consider And Approve Regularisation Of Additional Director, Mr. Anil Vasudev Kamathby Appointing Him As Independent Director Of The Company
7. To Consider And Approve The Increase In Borrowing Limits Of The Company Pursuant To The Provisions Of Section 180(1)(C)
8. Listing Of Equity Shares Of The Company Through Initial Public Offering:
9. Adoption Of New Set Of Articles Of Associationsas Per Companies Act, 2013
10. Adoption Of New Memorandum Of Association As Per Companies Act, 2013
11. Appointment Of Statutory Auditors To Fill Casual Vacancy:
12. Issue Of Equity Shares By Conversion Of Unsecured Loan Into Equity Shares Of The Company.

26.MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate till the date of this report.

27.COMPOSITION OF COMMITTEES

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein and the details of which isgiven herein below:

A. AUDIT COMMITTEE

• COMPOSITION OF AUDIT COMMITTEE

Our Audit Committee was constituted pursuant to a resolution of our Board dated on February 19, 2020. The Audit Committeecomprises:

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 Managing Director

The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

• POWERS OF AUDIT COMMITTEE

The Audit Committee shall have powers, including the following:

a. To investigate any activity within its terms of reference;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice; and

d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

• Role of Audit Committee

The role of the Audit Committee shall include the following: a. oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible;

b.recommendation or appointment, remuneration and terms of appointment of auditors of the listed entity;

c. approval of payment to statutory auditors for any other services rendered by the statutory auditors; d. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board forapproval, with particular reference to:

• matters required to be included in the directors responsibility statement to be included in the boards report in terms ofclause (c) of sub-section (3) of Section 134 of the Companies Act,2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significantadjustmentsmadeinthefinancialstatementsarisingoutofauditfindings;

• compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report; e. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

f. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, andmaking appropriate recommendations to the board to take up steps in this matter;

g. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

h. approval or any subsequent modification of transactions of the listed entity with related parties;

i. scrutiny of inter-corporate loans and investments;

j. valuation of undertakings or assets of the listed entity, wherever it is necessary;

k. evaluation of internal financial controls and risk management systems;

l. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

m. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniorityof the official heading the department, reporting structure coverage and frequency of internal audit;

n. discussion with internal auditors of any significant findings and follow up thereon;

o. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraudorirregularityorafailureofinternalcontrolsystemsofamaterialnatureandr eportingthem to the board;

p. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- auditdiscussion to ascertain any area of concern;

q. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

r. to review the functioning of the whistle blower mechanism; s. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of thecandidate;

t. carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, theAudit Committee shall mandatorily review the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory auditors;

• internal audit reports relating to internal control weaknesses; and

• the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the auditcommittee.

• statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted tostock exchange(s) in terms of Regulation 32(1);

(b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32 (7).

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted by our Board on February 19, 2020. The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations.

The Nomination and Remuneration Committee include the following:

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 Non- Independent Director

The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015.

Set forth below are the terms of reference of our Nomination and Remuneration Committee. a. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to theboard of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; b. formulation of criteria for evaluation of performance of independent directors and the board of directors; c. devising a policy on diversity of board of directors; d. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance withthe criteria laid down, and recommend to the board of directors their appointment and removal. e. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation ofindependent directors.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted by a resolution of our Board dated

February 19, 2020. The Stakeholders Relationship Committee comprises:

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 Managing Director

The Company Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee. Set forth below are the terms of reference of our Stakeholders

Relationship Committee.

• To look into the redressal of grievances of shareholders, debenture holders and other security holders;

• To investigate complaints relating to allotment of shares, approval of transferor transmission of shares;

• To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares,non-receipt of annual report, non-receipt of declared dividends; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as and when amended from time to time.”

28.BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations.

Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership

29. COMPANYS POLICY RELATING TO PAYMEMT OF REMUNERATION TODIRECTORS

The Board determines the remuneration payable to the Executive Directors taking into account their qualification, expertise and contribution and based on recommendations of the Nomination and Remuneration Committee. Non- Executive Directors are eligible to receive sitting fees for attending Board / Committee Meetings as decided by the Board within the limits prescribed under the Companies Act, 2013.

The Remuneration policy of the Company is as under:

Remuneration to Non Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides the structure for Executive Directors. On the recommendation of the Nomination & Remuneration Committee the Remuneration paid/payable is approved by the Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c. The Directors had 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.

d. The Directors had prepared the accounts for the financial year ended 31st March, 2020 on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

31. VALUE OF CONSUMPTION OF IMPORTED AND INDIGENOUS RAW MATERIALS, SPARES AND THE PERCENTAGE OF THE TOTAL CONSUMPTION

Particulars 2019-20 2019-20 2018-19 2018-19
(in Rs‘) (In %) (in Rs‘) (In %)
(A) Raw Materials
Imported - - - -
Indigenous 5,54,71,100 61.18% 5,24,71,009 61.81%
Total - - - -
(B) Stores & Spares
Indigenous 24,32,289 2.68% 34,31,026 4.04%
Imported - - 55,26,403 6.51%
(C) Finished Goods
Indigenous 3,27,58,627 36.13% 2,34,60,926 27.64%
Imported - - - -
Total 9,06,62,016 100% 8,48,89,364 100%

32.RESPONSIBILITIES OF COMPLIANCE OFFICER

The compliance officer of the listed entity shall be responsible for:

a. Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

b. Co-ordination with and reporting to the Board, recognized stock Exchange and depositories with respect to compliance with rules, regulations and other directives of these authorities in manner as specified from time to time.

c. Ensuring that the correct procedures have been followed that would result in the correctness, Authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.

d. Monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors.

33.LISTING OF THE COMPANY ON BSE SME PLATFORM

The Company is now listed on the SME Platform of the BSE with effect from 30th March, 2020.

At present, the equity shares of the Company are listed on the following Stock Exchanges:

BSE Limited

Stock Code :543172 P.J.Towers, Dalal Street Mumbai -400 001

34.LISTING FEES:

The Annual Listing Fees for the Financial Year 2020-2021 have been paidto the aforesaid Stock Exchange.

35.DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE0CQB01010has been allotted for the Company. 100% of the Companys Paid-up Share Capital is in dematerialized form as on 31st March, 2020

Further the Company does not have any Equity shares lying in the Suspense Account.

36.SEBICOMPLAINTS REDRESS SYSTEM (SCORES)

SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web-based complaints redress portal known as ‘SCORES. The salient features of this system are: centralized database of all

Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system and as on date of the preparation of Annual Report the same is NIL.

37.CORPORATE IDENTIFICATION NUMBER

The Companys CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is

U31908MH2010PLC208016.

38.INTERNAL AUDITORS

The Company has appointedM/s. Ronak Sejpal & Associates., Chartered Accountants, as Internal Auditors of the Company for financial year 2020-21.

39.INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

40.WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Companys interest/image.The Policy referred to in (39) above is placed on the Companys website https://cospowerindia.com/investor/.

41. 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 with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The Policy referred to in (40) above is placed on the Companys website https://cospowerindia.com/investor/.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules 16 thereunder, the Company has not received any complaint of sexual harassment during the year 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

42.COMPLIANCES REGARDING INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code. The Code referred to in (42) above is placed on the Companys website https://cospowerindia.com/investor/.

43.COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

44.CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all

Directors and Senior Management of the Company and the same has been placed on Companys website (https://cospowerindia.com/investor/).

45.ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and on behalf of the Board of Directors
Sd/-
OSWALD ROSARIO DSOUZA
CHAIRMAN & MANAGING DIRECTOR
Date: 08th October, 2020
Place: Mumbai