Pee Cee Cosma Sope Ltd Directors Report.

TO THE MEMBERS OF PEE CEE COSMASOPE LTD. The Directors hereby present their 31st Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2018.

Financial Highlights.

(Rs. in Lakhs)

Particulars Current Year Previous Year
31.03.2018 31.03.2017
Net Revenue from Operation 7850.84 8031.40
Other Income 2.07 5.84
Total Income 7852.91 8037.24
Total Expenditure 7296.26 7806.50
Profit before tax 556.64 230.73
Provision for tax 189.79 76.81
Profit after tax 366.80 156.09
Dividend on Equity Shares (including tax on distributed profits) 79.62 57.33
Transfer to General Reserve 10.00 10.00
Paid-up Share Capital 264.62 264.62
Reserves and Surplus (excluding revaluation reserve) 1778.33 1491.16

Company Performance

During the year under review total income of the Company was Rs. 78,52,90,723 as against Rs. 80,37,23,499 in the previous year. The Company was able to earn a marginal profit for the year of Rs. 5,56,64,247 against a profit of Rs. 2,30,73,435. Your Directors are putting in their best efforts to improve the performance of the Company.

Statement of Companys Affair Our financial performance continues to be encouraging and we believe that we will continue registering sustained growth going forward. The company developed some new products in Laundry soap, detergent and bathing soap and we see huge potential to tap the market there by generating handsome margins and turnover for the coming year. Change in nature of Business of the Company There has been no change in the nature of business of the Company.

Material Changes, etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company- 31st March,2018 and the date of this Report.

Dividend

The Board of Directors had declared a dividend of Rs. 3.00/- per share (30%) on the Equity Shares of the Company, for the Financial year ended March 31, 2018 amounting to Rs. 79,38,750. The aforesaid amount of dividend is exclusive of Dividend Tax amounting to Rs. 16,16,139. The dividend on equity shares will be paid to members whose names appear in the Register of Members as on17th September, 2018; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer of Unpaid Unclaimed Dividend and Shares to lEPF

During the year 2017-18, Unclaimed Dividend for Financial Year 2009-10 of Rs. 1,30,320/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, all shares in respect of which dividend has been unpaid/unclaimed for a consecutive period of seven years were also transferred to the IEPF Authority in accordance with the aforesaid rules. Details of such transferred shares is available at Companys website and such shares can be claimed back from IEPF authority only after following the prescribed procedure.

Share Capital

The paid up Equity Share Capital as on 31st March,2018 was Rs. 2,64,62,500. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 The Company neither granted any loans, guarantees nor made any investments under Section 186of the Act as at the end of the Financial Year 2017-18. Disclosure on Deposit under Chapter V The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter Vof the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to provisions of Section 134 of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Ltd. The annual listing fees for the financial year 2018-19 to BSE Ltd has been paid. Corporate Governance

In the light of Regulation-15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is effective from IstDecember, 2015,certain clauses of the said regulation in connection with Corporate Governance were not applicable on the Company.

Directors

Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Pramod Kumar Jain, Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreements with the stock exchanges, Shri Nemi Chandra Jain (DIN: 00172406) and Shri Amar Singh Rajput (DIN: 00172301) were appointed as an Independent Directors on the Board of the Company for a period of 5 (Five) consecutive years w.e.f. 1st April, 2014. They shall hold office as an Independent Directors of the Company up to 31st March, 2019 (“First Term” in line with the explanation to Sections 149(10) and 149(11) of the Act). The Board has recommended re-appointment of Shri Nemi Chandra Jain and Shri Amar Singh Rajput as an Independent Directors of the Company, not liable to retire by rotation and for Second Term of 5 (Five) consecutive years on the Board of the Company effective from 1st April, 2019.

A brief resume of the Directors proposed to be reappointed, the nature of their expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of companies in which they have held directorships, committee memberships/ chairmanships, their shareholding etc., are annexed to the notice of the ensuing AGM. The Directors recommend their re-appointment at the ensuing AGM. Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the CompaniesAct, 2013 are as follows:

Name Designation
Mr. Pramod Kumar Jain Managing Director
Mr. Ashok Kumar Jain Whole Time Director
Mr. Mahendra KumarJain Whole Time Director
Mr. Brii Mohan Verma Chief Financial Officer
Ms. NidhiAgarwal Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure-2 respectively, which forms part of this report.

Particulars of remuneration of Directors / KMP / Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014.Detail of top ten employees in respect of their remuneration required under Rule 5(2) is attached as ‘Annexure3.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4which forms part of this report.

Number of Meetings of the Board

During the Financial Year 2017-18, 5 (five) number of Board meetings were held. Attendance of Directors are as below:

Name Total No. of Board meeting Total No. of board meeting attended
Ashok KumarJain 5 5
Mahendra KumarJain 5 4
Pramod KumarJain 5 5
Nemi Chandra Jain 5 4
Amar Singh Rajput 5 5
Anil Gupta 5 4
Babita Agarwal 5 5

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;the Board, inconsultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Directors performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) -1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March, 2018, the Audit Committee of the Company comprises the following directors:

1. Mr. Nemi Chandra Jain -Chairman (Independent Director)

2. Mr. Amar Singh Rajput-Member (Independent Director)

3. Mr. Pramod Kumar Jain- Member (Executive and Promoter Director)

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report M/s BSD & Co., Chartered Accountants, Statutory Auditors of the Company were appointed at the 30th (Thirtieth) Annual General Meeting of the Company held on 27th September, 2017 for a term of five (5) years, subject to the ratification by Members at every subsequent Annual General Meeting till then. The Ministry of Corporate Affairs vide notification dated 7th May, 2018 has obliterated the requirement of seeking Members ratification at every Annual General Meeting on appointment of Statutory Auditor during their tenure of five (5) years. Accordingly, the resolution for ratification of the appointment of Statutory Auditors of the Company has not been placed before the Members.

Vide notification dated February 16,2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards (“Ind AS”) to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1,2016, with comparatives to be provided for the period ending on March 31,2016. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013. The Financial Statement for the financial year ended March 31,2017, forming part of this Annual Report have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements. Secretarial Auditors

Your Board, during the year, appointed M/s R& D Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March,

2018. The Report of M/s R& D Company Secretaries in terms of Section 204 of the Act is provided in the “Annexure 5forming part of this Report.

Directors Responsibility Statement Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are 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 and loss of the Company for that period;

c) That they 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) That they had prepared the annual accounts on a going concern basis;

e) That they 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

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

Secretarial Standards

The Company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Corporate Social Responsibility(CSR)

As per the provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder and on the basis of Audited Financial Statement forthe year2017- 18, the Company comes under the purview of the provisions of Corporate Social Responsibility as the net profit calculated in accordance with the provisions of section 198 of the Act exceeds Rs. 5 Crore.

In the Board meeting held on 26th May, 2018, the Corporate Social Responsibility Committee was constituted in the line of provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder. As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Shri Nemi Chandra Jain (Chairman), Shri Ashok Kumar Jain and Shri Pramod Kumar Jain (Member).

The vision of Pee Cee Cosma Sope Ltd. Is to take undertake CSR activities to make sustainable impact on the human development of under served communities through initiatives in Education, Health and Livelihoods.

Further, the Board of Directors ofyour Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of theCompanyatwww.doctorsoap.com.

Internal Financial Controls System According to Section 134(5)(e)ofthe 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 companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s Jay Pee & Associates, Chartered Accountants, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

Sustainability is embedded in the Corporate Enterprise Risk Management programme, which gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Companys social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

Vigil Mechanism Policy

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Prevention of Sexual Harassment During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Web address for Annual Return

The extract of the Annual Return inform MGT-9 for the financial year 2017-18 is annexed herewith as Annexure- 6 to this Report. The Complete set of Annual Report and Annual Return shall be available on the website of the Company i.e. www.doctorsoap.com.

Contracts or arrangements with Related Partiesunder Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013,all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material according to the policy of the Company on Materiality of Related Party Transactions. The detail of particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 annexed with this report marked as ‘Annexure 7.

With reference to Clause 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your attention is drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

Regd. Office:
G-10/8, Padam-Deep By order of the board
Sanjay Place, For Pee Cee Cosma
Agra-282002 Sope Ltd.
Uttar Pradesh
Ashok Kumar Jain
DIN:00113133
Executive Chairman
Date:11.08.2018 Add: 120, Jaipur House
Place:Agra Agra- 282 002, U.P.