indo cotspin ltd Directors report

To,

The Members of Indo Cotspin Limited

Your Directors have pleasure in presenting the 29^th Directors Report on the Business and Operations of the Company together with the Audited Financial Statements and the Auditors Report for the financial year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE:

(In INR)

Particulars	Financial Year	Financial Year
	2022-2023	2021-2022
Revenue from Operations	1321.358	1372.249
Other Income	32.748	12.269
Total Revenue	1354.107	1384.519
Cost of material Consumed	918.457	95785.131
Purchase of Stock-in-Trade	114.687	167.274
Change in Inventories of finished goods, stock-in trade and work in progress	18.330	(26.537)
Employee Benefit Expenses	33.441	28.317
Finance Cost	3.969	0.277
Depreciation and Amortization Expenses	61.295	48.7687
Other Expenses	175.964	194.519
Total Expenses	1326.146	1370.471
Profit/ (loss) before tax	27.9613	14.0484
Tax Expenses	2.628	0.196
Profit for the year	25.332	13.852
Other Comprehensive Income	-	-
Total Comprehensive Income/(Loss) for the year25.332		13.852
Earning Per Share (Basic)	0.56	0.28
Earning Per Share (Diluted)	-	-

2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the year under review, total revenue of the Company was Rs. 13,54,10,742.77 as against Rs. 13,84,51,962.63 in the previous year. The Company was able to earn a profit after tax of Rs. 25,33,261.38 in the current financial year as against a profit of Rs. 13,85,226.24 in the financial year 2021-22. Your Directors are putting in their best efforts to improve the performance of the Company.

B) CHANGE IN MANAGEMENT

During the period under review Mr. Nitin Nandwani (Membership No: A44756) have resigned from the office of Company Secretary and Compliance Officer of the Company with effect from 31^st March, 2023.

3. SHARE CAPITAL

During the year under review, there was no changes it the capital structure of the Company and the Authorized Share Capital of the Company is INR 5,00,00,000 (Indian Rupees Five Crores Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of INR 10/- each

Further, the Paid-up Share Capital of the Company is INR 4,20,05,000 (Indian Rupees Four Crore Twenty Lakhs Five Thousand Only) divided into 42,00,500 (Forty-Two Lacs Five Hundred) Equity Shares of INR 10/- each.

4. DEPOSITS:

During the period under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2023. Since, the Board has considered it financially prudent in the long-term interest of the Company to re- invest the profits into the business of the Company to build a strong reserve base and to grow the business of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Board of Directors have not proposed to transfer any amount to General Reserves of the Company.

8. REVISION OF FINANCIAL STATEMENT, IF ANY:

There was no revision in the financial statements of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL: Board of Directors

DIN No / PAN	Name of Director	Designation	Date of Appointment	Date of Resignation
00456189	Raj Pal Aggarwal	Whole Time Director	08/02/1995	NA
00456219	Bal Kishan Aggarwal	Managing Director	01/10/2015	NA
00456309	Arpan Aggarwal	Whole Time Director	30/05/2020	NA
03073407	Sanil Aggarwal	Whole Time Director	24/07/2021	NA
08390196	Shubham Singla	Independent Director	25/03/2019	NA
08392797	Shally Aggarwal	Women Independent Director	25/03/2019	NA

Key Managerial Personnel

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

Mr. Nitin Nandwani- Company Secretary and Compliance Officer* Mr. Vijay Pal- Chief Financial Officer

(*Note: Mr. Nandwani resigned from the post of company secretary and compliance officer with effect from 31^st March, 2023 and Ms. Chhavi Agrawal was appointed as company secretary and compliance officer with effect from 03^rd May, 2023.

Then, Ms. Chhavi Agrawal resigned as such from 06^th May, 2023 and consequently Mr. Trigun Sharma was appointed as such with effect from 06^th May, 2023).

Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall have at least one Woman Director on the Board of the Company. The Company has appointed Ms. Shally Aggarwal, as a Woman Director on the Board of the Company.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review, 05 (Fifth) meetings of the Board of Directors were held. The dates on which the said meetings were held:

1. 15^th May, 2022;

2. 29^th July, 2022;

3. 29^th October, 2022;

4. 30^th November, 2022;

5. 24^th January,2023

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S.No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Raj Pal Aggarwal	Whole time Director	5	5	0
2	Bal Kishan Aggarwal	Managing Director	5	5	0
3	Arpan Aggarwal	Whole time Director	5	5	0
4	Sanil Aggarwal	Whole time Director	5	5	0
5	Shubham Singla	Independent Director	5	5	0
6	Shally Aggarwal	Women Independent Director	5	5	0

11. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Saturday, 25^th March, 2023 at the registered office of the Company at 505 Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra - 400020, India, to evaluate the performances.

12.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE

COMPANY

During the period under review, there were no material changes occurred affecting the financial position of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE

COMPANIES ACT, 2013:

The particulars of loans, guarantees and investment wherever required, have been disclosed in the financial statement, which also form part of this report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :-

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility are not applicable on the Company and Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO :-

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at

“Annexure - I”.

17. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY :-

All Independent Directors of the Company have given declaration to the Company under Section 149(7) read with Schedule IV of the Companies Act, 2013, that they meet the criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

None of the Independent Director on the Board of the Company serve as an Independent Director in more than seven (7) Listed Companies nor holds the position of Whole time Director in any Listed Company. Independent Directors of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 (“Act”) read with relevant rules.

18. BOARD EVALUATION :-

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

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 addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was 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.

19. RATIO OF REMUNERATION TO EACH DIRECTOR :-

The information required under section 197of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your company is set out in Annexure-II to this Report.

20. COMMITTEES OF THE BOARD AND OTHER COMMITTEES :-

Currently, the Board has following committees:-

Audit Committee;

Nomination & Remuneration Committee;

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of

Section 177 of the Companies Act, 2013 and other applicable laws. The Audit Committee comprises of majority of the Independent Directors. All the members of the Committee have experience in financial matters. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The details of the composition of the committee are set out in the following table:-

S.No.	Name	Status	Designation
1.	Mr. Shubham Singla	Independent Director	Chairman
2.	Ms. Shally Aggarwal	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

During the Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

1. 15^th May, 2022 2. 29^th July, 2022 4. 29^th October, 2022 5. 24^th January, 2023

S.No.	Name of the Members	Designation	No. of Audit Committee Meetings attended during the year
1.	Mr. Shubham Singla	Chairman and Independent Director	4
2.	Ms. Shally Aggarwal	Member and Independent Director	4
3.	Mr. Rajpal Aggarwal	Member and Executive Director	4

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/reconstituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The details of the composition of the Committee are set out in the following table:

S.No.	Name	Status	Designation
1.	Mr. Shubham Singla	Independent Director	Chairman
2.	Ms. Shally Aggarwal	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. 08^th October, 2022 2. 25^th March, 2023

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Mr. Shubham Singla	Chairman and Independent Director	2
2.	Ms. Shally Aggarwal	Member and Independent Director	2
3.	Mr. Rajpal Aggarwal	Member and Executive Director	2

Stakeholder Relationship Committee:

In compliance with the requirements of the Corporate Governance under the Listing Agreement with the Stock Exchange anf the provisions of section 178 of the Companies Act, 2013, the Company has constituted an “Stakeholders Relationship Committee” to specifically look into shareholder issues including share transfer, transmission, re-materialization, issue of duplicate share certificates and redressing of shareholder complaints like non-receipt of balance sheet, other related activities in physical mode besides taking note of beneficial owner position under demat mode, declared dividend etc.

Composition of Committee:

S.No.	Name	Status	Designation
1.	Ms. Shally Aggarwal	Independent Director	Chairman
2.	Mr. Shubham Singla	Independent Director	Member
3.	Mr. Rajpal Aggarwal	Executive Director	Member

During the Financial Year under review 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held. The dates on which the said meetings were held:

1. 09^th October, 2022 2. 27^th March, 2023

S.No.	Name of the Members	Designation	No. of Nomination and Remuneration Committee Meetings attended during the year
1.	Ms. Shally Aggarwal	Chairman and Independent Director	2
2.	Mr. Shubham Singla	Member and Non-Executive Director	2
3.	Mr. Rajpal Aggarwal	Member and Executive Director	2

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS :-

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.indocotspin.com.

22. RISK MANAGEMENT :-

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :-

During the year under review, the Company has entered into related party transactions falling under sub section (1) of Section 188 of the Companies Act, 2013. Form for disclosure of particulars of contracts/arrangements as required under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is provided in the Board Report in the form AOC- 2 as “ANNEXURE - III”.

24. NO FRAUDS REPORTED BY STATUTORY AUDITORS:-

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:-

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

26. MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The policy of vigil mechanism is available on the Companys website at www.indocotspin.com.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE :-

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

28. 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:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2022 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had 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 review;

a. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(c) That the directors had prepared the annual accounts for the financial year ended 31st March, 2022 on a going concern basis;

(d) That 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 and

(e) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

29.AUDITORS & AUDITORS REPORT :-

Statutory auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s Dinesh Kumar Goel & Co., Chartered Accountants, were appointed as statutory auditors of the Company till the Annual General Meeting (AGM) to be held in the year 2026.

Cost auditor

Since the Company is engaged in the providing Textile Manufacturing Activities and rendering of such services are not covered under the Notifications dated 31^st December 2014 issued by the Central Government to amend the Companies (Cost Records and Audit) Rules, 2014, no Cost Auditor has been appointed by the Company.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company. and requirement of cost audit is not applicable.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates, Company Secretaries, having its registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi 110001 as Secretarial Auditor for the year 2022-2023. The Report of the Secretarial Audit is annexed herewith as “ANNEXURE IV” The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Internal Auditor

Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the act, the Board of Directors appointed M/s R.S. Gahlyan & Associates., Chartered Accountants (FRN: 018972N) as an Internal Auditor of the Company from the financial year 2022-2023 to 2025-26 in Board Meeting held on 02^nd May, 2023.

30. LISTING OF SECURITIES:-

The Company is listed on the BSE Limited and is regular in paying the annual listing fee to the stock exchange.

31. SECRETARIAL STANDARDS :-

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

32. EXTRACT OF ANNUAL RETURN:-

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.indocotspin.com.

33. FAMILIARISATION PROGRAMMES:-

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website www.indocotspin.com.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :-

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “ANNEXURE V”.

35.CORPORATE GOVERNANCE :-

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, therefore Company is not required to comply with the said provisions.

However, as per the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance Report is annexed to the Boards Report As

“ANNEXURE-VI”.

36. CODE OF CONDUCT :-

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

38. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a.Details relating to deposits covered under Chapter V of the Act. b.Issue of equity shares with differential voting rights as to dividend, voting or otherwise; c.Issue of shares (including sweat equity shares) to employees of the Company. d.Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.

39.BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF ONE TIME SETTLEMENT

During the period under review There has been no one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42.CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company, who are expected to have across to unpublished price sensitive information about the company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/ promoter group(s), designed employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on the website of the Company www.indocotspin.com.

43.ACKNOWLEDGEMENTS

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

For & on behalf of the Board Indo Cotspin Limited

Date: 07^th July,2023 Sd/- Place: Panipat

Rajpal Aggarwal	Bal Kishan Aggarwal
Whole Time Director	Managing Director
DIN: 00456189	DIN: 00456219