Indo Cotspin Ltd Directors Report.

Dear Members

Your Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2019.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March, 2019 is summarized below:

Particulars Amount (Rs. in lakhs)
FY 2018-19 FY 2017-18
Net Sales 1037.02 1102.47
Other Income 40.06 17.31
Total Revenue 1077.08 1119.78
Total Expenditure 1059.16 1112.29
Profit before tax 17.92 7.50
Provision for tax 4.01 1.45
Deferred Tax -0.14 -3.01
Profit after tax 14.05 9.05
EPS (Rs.) 0.34 0.14
Proposed Dividend Nil Nil
Transfer to Reserve Nil Nil
Paid-up Share Capital 420.05 420.05
Reserves and Surplus (excluding revaluation reserve) 203.74 189.69

2. Year in Retrospect

During the year under review, total income of the Company was Rs.738.26 lakhs as against Rs. 1119.78 lakhs in the previous year. The Company was able to earn a profit after tax of Rs.14.05 lakhs in the current financial year as against a profit of Rs. 9.05 lakhs in the financial year 2017-18. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2018-19 and the previous year are as follows:

(Rs. In lakhs)

Particulars FY 2018-19 FY 2017-18
Securities Premium Account 49.95 49.95
Capital Reserves 77.28 77.28
Profit & Loss A/c (Cr.) 76.51 62.46
Total 203.74 189.69

4. Public deposits

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2019 till the date of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

7. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2019, the Company had no Subsidiaries, Joint Ventures (JVs) or Associate Companies. Accordingly statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: Nil

Policy for determining material subsidiaries of the Company has been provided on the website www.incocotspin.com at the link http://indocotspin.com/reports/Policy%20for%20Determing%20Material%20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further since there is no subsidiary, joint venture and associate company, there is no question for mentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company at the Board Meeting of your Company held on 25th March, 2019 to hold office up to 5 (five) consecutive years with effect from 25th March, 2019, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting:

• Ms. Shally Aggarwal

• Mr. Shubham Singla

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Companys website - www. indocotspin.com at link http://indocotspin.com/reports/Independent%20Director%20-%20Familarisation%20Programme.pdf

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board:

• Mr. Bal Kishan Aggarwal, Managing Director

• Mr. Raj Pal Aggarwal, Whole Time Director

• Mr. Vijay Pal, Chief Financial Officer

• Mr. Rahul Khurana, Company Secretary*

*Mr. Sonu Gupta has resigned from the company w.e.f April 28,2018.

** Mr. Rahul Khurana has been appointed as Company secretary w.e.f April 28,2018 and resigned on 31.03.2019 ***Mr. Nitin Nandwani has been appointed as Company secretary w.e.f April 01,2019

During the year under review following Executive directors has resigned w.e.f 25.03.2019 :

• Mr. Arpan Aggarwal

• Mr. Sahil Aggarwal

• Mr. Sanil Aggarwal

During the year under review following Independent directors has resigned due to completion of their term of 5 years as Independent Directors. w.e.f 31.03.2019 :

• Mr. Pawas Aggarwal

• Mr. Anil Aggarwal

• Mr. Ankush Aggarwal

• Mrs. Saroj Garg

• Mr. Vinod Kumar Garg

Mr. Raj Pal Aggarwal is liable to retire by rotation in the ensuing Annual general Meeting and being eligible offer himself for re-appointment. Directors recommend his re-appointment.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013.

11. Disclosure of commission paid to managing or Whole Time Directors

There is no commission paid or payable by your company to the managing director or the whole time director.

12. Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Six (6) 28.04.2018, 14.05.2018, 21.07.2018,

31.10.2018, 30.01.2019 & 25.03.2019

All the directors of the Company were present in all the Board Meetings of the Company held during previous year.

13. Annual Evaluation of Board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee* Appointed have been Mr. Shubham Singla, Ms. Shally Aggarwal Independent Director with effective as on 25-03-2019.

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Shubham Singla - Chairman (Independent Director)

2. Ms. Shally Aggarwal - Member (Independent Director)

3. Mr. Raj Pal Aggarwal- Member (Executive Director)

There were four meetings of the Audit Committee held during the previous year on 14.05.2018, 21.07.2018, 31.10.2018 & 30.01.2019, where all the committee members were present.

Stakeholders Relationship Committee:

1. Mr. Shubham Singla - Chairman (Independent Director)

2. Ms. Shally Aggarwal - Member (Independent Director)

3. Mr. Raj Pal Aggarwal- Member (Executive Director)

4.

There was one meeting of the Stakeholders Relationship Committee held during the previous year on 14.05.2018, where all the committee members were present.

Nomination and Remuneration Committee:

1. Mr. Shubham Singla - Chairman (Independent Director)

2. Ms. Shally Aggarwal - Member (Independent Director)

3. Mr. Raj Pal Aggarwal - Member (Executive Director)

There were three meetings of the Nomination & Remuneration Committee held during the previous year on 28.04.2018, 14.05.2018 & 25.03.2019, where all the committee members were present.

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-II.

18. Particulars of Employees and Remuneration

The information required under Section 197 of 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-III to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Companys website: www.indocotspin. com at the link http://indocotspin.com/reports/RPT%20Policy.pdf. Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV.

20. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company as on 31st March, 2019: As disclosed in the the Audited financial statement for the financial year ended 31st March, 2019.

B. Details of loans given by the Company as on 31st March, 2019: 1011357.00

C. Details of guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder: Nil

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-V.

22. Auditors and auditors report:

At the last Annual General Meeting of the Company, M/s. Manish Jain & Associates, Chartered Accountants, Panipat were appointed as the Auditors of the Company. Their term of 5 Year shall be completed at the ensuing AGM. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. The Audit Committee and the Board of Directors recommend the appointment of M/s. Manish Jain & Associates, Chartered Accountants as the Auditors of your Company. The Board propose to appoint them as Statutory Auditors of the company till the AGM to be held in the Year 2021.

The Auditors Report for the financial year 2018-19, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditors Report for the financial year 2018-19, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, M/s R.S. Gahlyan & Associates, Chartered Accountants has been appointed as the Internal Auditors of your Company. The Company also has an Audit Committee, who interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference.

25. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

26. Cost Records and Cost Audit Report

In terms with the provisions of 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.

27. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuant to Section 177(9) of the Companies Act, 2013 a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company.

28. Management Discussion & Analysis Report

The Management Discussion & Analysis Report is annexed as Annexure-VII.

29. 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 access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/ promoter group(s), designated 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 through the following link:

http://indocotspin.com/reports/New%20Insider-Trading-Code-2015.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link:

http://indocotspin.com/reports/Code%20of%20Fair%20Disclosure.pdf

30. Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act, 2013 is not applicable on the Company.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

32. General

Your Board of Directors confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; (b) Your Company does not have any ESOP scheme for its employees/Directors; and, (c) there is no scheme in your Company to finance any employee to purchase shares of your Company.

33. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. 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 your Company as at 31st March, 2019 and of the profit and loss of the Company for the financial year ended 31st March, 2019;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

34. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the financial year 2018-19 has been paid to BSE.

35. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place proper policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is Internal Complaint Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year ended 31st March, 2019, the ICC has not received any complaints pertaining to sexual harassment.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Date: 30th May, 2019 Bal Kishan Aggarwal Raj Pal Aggarwal
Place: Panipat Chairman & Managing Director Whole Time Director
DIN: 00456219 DIN:00456189

ANNEXURE-I

TO THE BOARD’S REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is formulated in compliance with Section 178 of the Companies Act, 2013 as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management, one level below the Executive Directors, including the functional heads.

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC are inter alia, includes the following:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Directors performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

i) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013and in accordance with the Companys Policy.

b) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• Company shall disclose the remuneration policy and evaluation criteria in its Annual Report.

• The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE-II TO THE BOARD’S REPORT

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

Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

A. Conservation of energy
(i) The steps taken or impact on conservation of energy
(ii) The steps taken by the company for utilising alternate sources of energy N.A. (General measures for conservation of energy are pursued on an ongoing basis)
(iii) The capital investment on energy conservation equipments N.A.
B. Technology absorption
(i) The efforts made towards technology absorption No new Technology has been adopted during the year under review
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution N.A.
(iii) In case of imported technology (imported during the of the financial year) ast three years reckoned from the beginning
(a) The details of technology imported N.A.
(b) The year of import N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof N.A.
(iv) Expenditure on Research & Development N.A.
C. Foreign exchange earnings and Outgo
(a) Total Foreign Exchange Earnings in 2018-19 0.00
(b) Total Foreign Exchange outgo in 2018-19 Rs. 9369546.30

ANNEXURE-III TO THE BOARD’S REPORT

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Ratio of remuneration of each Director to the median remuneration of all the employees of Your Company for the financial year 2018-19 is as follows:

Name of the Director Total Remuneration* (Rs.) Ratio of remuneration of director to the Median remuneration

Mr Bal Kishan Aggarwal 480000.00 2.5

Mr Raj Pal AggarwaT 480000.00 25

Mr Sahil Aggarwal 480000.00 2.5

Mr Arpan Aggarwal 480000.00 2.5

Mr Sanil Aggarwal 480000.00 2.5

Mr Anil Aggarwal Nil N.A.

Mr Ankush Aggarwal Nil N A

Mr Vinod Kumar Garg Nil N A

Mrs Sarnj Garg Nil N A

Mr Pawas Agarwal Nil N.A.

* Does not include sitting fee paid to the non executive directors.

B. Details of percentage increase in the remuneration of each Director and CFO & Company Secretary in the financial year 2018-19 are as follows:

Name Designation

Remuneration* (Rs.)

Increase
2018-19 2017-18 %
Mr Bal Kishan Aggarwal Managing Director 480000 462000 3.90
Mr Rai Pal Aggarwal Whole Time Director 480000 462000 3.90
Mr Sahil Aggarwal Whole Time Director 480000 462000 3.90
Mr Arpan Aggarwal Whole Time Director 480000 462000 3.90
Mr Sanil Aggarwal Whole Time Director 480000 462000 3.90
Mr Anil Aggarwal Director Nil Nil Nil
Mr Ankush Aggarwal Director Nil Nil Nil
Mr Vinod Kumar Garg Director Nil Nil Nil
Mrs Saroj Garg Director Nil Nil Nil
Mr Pawas Agarwal Director Nil Nil Nil
Mr Vijay Pal Chief Financial Officer 192000 192000 Nil
Mr. Rahul Khurana/ Sonu Gupta Company Secretary 192000 192000 Nil

* Does not include sitting fee paid to the non executive directors.

*Mr. Sonu Gupta has resigned from the company w.e.f April 28,2018.Paid salary one month Rs. 16000.00 ** Mr. Rahul Khurana has been appointed as Company secretary w. e.f April 28,2018 and resigned on 31.03.2019 Paid salary eleven months Rs. 176000.00

C. Percentage increase in the median remuneration of all employees in the financial year 2017-18:

2018-19 2017-18 Increase (%)
Median remuneration of all employees per annum 192000 192000 Nil

D. Number of permanent employees on the rolls of the Company as on 31st March, 2019:

SN Category Number of Employee
1 Executive Manager Cadre 7
2 Staff 2
3 Other lower level employees 6
Total 15

E. Explanation on the relationship between average increase in remuneration and Company Performance:

The increase in average remuneration of all employees in the financial year 2018-19 as compared to the financial year 2017-18 was -8.4%.

The key indices of Companys performance are:

2018-19 2017-18 Growth (%)
Total Revenue 107708764.43 111978496.01 -3.81%
Profit Before Tax 1792234.04 749678.60 139.07%
Profit after Tax 1405178.39 905271.49 55.22%

Your Company is committed in ensuring fair pay and a healthy work environment for all its employees. Your Company offers competitive compensation to its employees.

F. Comparison of the remuneration of the Key Managerial Personnel against the performance of Your Company:

The remuneration of Key Managerial Personnel increased by 3.90% in 2018-19, compared to 2017-18, whereas the Profit before Tax increased by 139.07% in 2018-19, compared to 2017-18.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as at the closing date of the current and previous financial years are as follows:

As on 31st March, 2018 As on 31st March, 2017 Increase/ (decrease) in %
Market Price (Rs.) 19.50* 12.00* 0.59%
EPS (Rs.) 0.14 0.14 16.67%
Market Capitalisation
(Amount in Rs. Cr)** 5.04 5.04 0.60%
Networth (Amount in Rs. Cr)** 6.10 6.10 1.50%

* Closing price of 16thMay, 2018(no trading during 17th May 2018 to 31st march,2019).

* *Based on the closing price of shares of the Company at BSE.

Comparison of share price at the time of first public offer and market price of the share of 31st March, 2019: Not Applicable; there is no public issue made by the Company in the last more than 10 years.

H. Comparison of average percentage increase in salary of employees other than the key managerial personnel and the percentage increase in the key managerial remuneration:

(Amount in Rs.)

2018-19 2017-18 Increase (%)
Average salary of all Employees (other than Key Managerial Personnel) 9,82,50 1,16,601 -15.74 %
Salary of MD & CEO 48,00,00 46,20,00 3.9%
Salary of CFO & CS 3,84,000 3,84,000 0%

The increase in remuneration of employees other than the managerial personnel is in line with the increase in remuneration of managerial personnel.

I. Key parameters for the variable component of remuneration paid to the Directors:

There is no variable component of remuneration payable to any director of your Company.

J. There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

K. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

L. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Names of the top ten employees in terms of remuneration drawn:

Sr. No. Name Salary withdrawn (INR)
1. BAL KISHAN AGGARWAL 480000.00
2. RAJPAL AGGARWAL 480000.00
3. SAHIL AGGARWAL 480000.00
4. ARPAN AGGARWAL 480000.00
5. SANIL AGGARWAL 480000.00
6. NAIMUDEN 224758.00
7. RAJESH 203226.00
8. HARIPAL 117887.00
9. SABUL 89051.00
10. RAHUL KHURANA 176000.00
11. VIJAYPAL 192000.00

List of employees of the Company employed throughout the financial year 2018-19 and were paid remuneration not less than Rs. One crore and two lakhs per annum: Nil

Employees employed for the part of the year and were paid remuneration during the financial year 2018-19 at a rate which in aggregate was not less than Rs. Eight lakh and Fifty Thousand per month: Nil

ANNEXURE-IV TO THE BOARD’S REPORT

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

S. No. Particulars Details
1 Name (s) of the related party & nature of relationship

N.A.

2 Nature of contracts/ arrangements/ transaction
3 Duration of the contracts/ arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value, if any
5 Justification for entering into such contracts or arrangements or transactions
6 Date of approval by the Board
7 Amount paid as advances, if any
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis

S.

No

Particulars Details
1 Name (s) of the related party & nature of relationship

N.A.

2 Nature of contracts/ arrangements/ transaction
3 Duration of the contracts arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value, if any
5 Date of approval by the Board
6 Amount paid as advances, if any

 

For and on Behalf of the Board
For Indo Cotspin Ltd
Date: 30th May, 2019 Bal Kishan Aggarwal Raj Pal Aggarwal
Place: Panipat Chairman & Managing Director Whole Time Director
DIN: 00456219 DIN: 00456189