BOARD'S REPORT Dear Members Your Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2015. 2. Year in Retrospect During the year under review, total income of the Company was Rs. 852.15 lacs as against Rs. 905.20 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 7.71 lacs in the current financial year as against a profit of Rs. 124.04 lacs in the financial year 2013-14. Your Directors are putting in their best efforts to improve the performance of the Company 4. Public deposits During the financial year 2014-15, 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, 2015 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 2015, the Company had no Subsidiaries, Joint Ventures (JVs) or Associate Companies. Accordingly statement containing the salient feature of the financial statement of a company's 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 Annual General Meeting of your Company held on 30th September, 2014 to hold office up to 5 (five) consecutive years up to 31st March, 2019.: ? Mr. Anil Aggarwal ? Mr. Vinod Kumar Garg ? Mr. Pawas Aggarwal ? Mr. Ankush Aggarwal ? Mr. Vinod Kumar Garg 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 Company's website - www.indocotspin.com <http://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. Sanil Aggarwal, Whole Time Director ? Mr. Raj Pal Aggarwal, Whole Time Director ? Mr. Vijay Pal, Chief Financial Officer ? Mr. Sahil Aggarwal, Whole Time Director ? Mr. Sonu Gupta, Company Secretary ? Mr. Arpan Aggarwal, Whole Time Director Details of change in the Board of Directors and the Key Managerial Personnel, during the year under review are as below: Mr. Arpan Aggarwal and Mr. Sahil Aggarwal are liable to retire by rotation in the ensuing Annual general Meeting and being eligible offer themselves for re-appointment. Directors recommend their re-appointment. The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance. 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 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. 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 13. Annual Evaluation of Board performance and performance of its committees and individual directors Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of 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 and Clause 49 of the Listing Agreement, 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 Composition of the Committee of the Board of Directors of the Company is as below: 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 Company's 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, 2015: 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 1. 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. 2. Auditors and auditors' report: At the 20th Annual General Meeting of the Company, M/s. Manish Jain & Associates, Chartered Accountants, Panipat were appointed as the Auditors to hold office till the conclusion of the ensuing Annual General Meeting. M/s. Manish Jain & Associates, Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. 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 there under. 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 for the financial year 2015-16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same. 3. 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 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same. 4. 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. 5. 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. 6. 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. 7. 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 and clause 49 of the listing agreement, 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 Company's code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company. 8. Corporate Governance Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report is annexed as Annexure-VII. Further a Report on Corporate Governance and Certificate on compliance of Clause 49 is annexed as Annexure-VIII. 9.Code of Conduct for Prevention of Insider Trading Your Company's 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> 10.Corporate Social Responsibility Provisions of the Corporate Social Responsibility as mentioned under the Companies Act, 2013 is not applicable on the Company. 11.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. 12.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. 13.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, 2015, 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, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015; 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. 14. Stock Exchange Listing The shares of the Company are listed on BSE Limited (BSE). The listing fee for the financial year 2015-16 has been paid to BSE. 15. 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 Bal Kishan Aggarwal Chairman & Managing Director DIN: 00456219 Raj Pal Aggarwal Whole Time Director DIN: 00456189 Place : Panipat Date : 30th May, 2015 |