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Directors Report of Cosco (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in submitting their 37th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS

PARTICULARS

CURRENTYEAR ENDED 31-03-2016 ( R in Lacs)

PREVIOUS YEAR ENDED 31-03-2015 ( R in Lacs)

Revenue from operations

12579.79

11882.87

Other Income

13.99

31.22

Total Revenue

12593.78

11914.09

Total Expenses

12099.14

11452.86

Profit before Prior Period, Exceptional and

494.64

461.23

Extraordinary item and Tax

Exceptional items-charge/(income)

(1.47)

(0.63)

Profit before Extraordinary items and Tax

496.11

461.86

Extraordinary items

-

-

Profit before Tax

496.11

461.86

Tax Expenses/(Income) :

Current Tax

186.88

116.97

Earlier Year Taxation

(18.41)

-

Deferred Tax

(7.31)

(35.66)

Profit for the period from continuing operations

334.95

380.55

COMPANY''S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2015-16

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2016 was higher at Rs 12537.61 Lacs against previous year''s sales of Rs 11753.56 Lacs registering a moderate growth of about 6.67 % over the previous year. The exports were lower at Rs 243.18 Lacs (previous year Rs 353.56 lacs) in f.o.b. value terms. The Revenue from services for the current year amounted to R 4.52 Lacs (Previous year Rs 5.25 Lacs). The other Operating Income was also lower at Rs 37.64 Lacs (Previous Year Rs 124.06 Lacs) comprising of mainly Export Incentives viz. Duty Drawback & PFSL Rs 29.98 Lacs ( Previous Year Rs 45.02 Lacs). The Other operating income was lower due to Nil Royalty income during the Current year (Previous year R 65.25 Lacs). During the current year ended 31.03.2016 the Company registered Profit before Finance Cost, Depreciation and Tax R 967.89 Lacs (Previous year Rs 942.09 Lacs) , Profit before Tax Rs 496.11 Lacs ( Previous Year Rs 461.87 Lacs ) and Net Profit after Tax Rs 334.95 Lacs (Previous Year Rs 380.55 lacs). The Net Profit after Tax was lower due to higher Current Tax Provision during the year. The Company in earlier few years has shown consistent double digit growth in gross revenues due to good domestic demand. However inspite of stagnancy in the market, the company''s performance during the year under review was stable .Management is hopeful for better performance in the upcoming Financial year.

The Net Worth of the Company as at 31.03.2016 was R. 2486.56 Lacs ( Previous Year Rs 2201.69 Lacs).

The Company manufactures/source internationally at competitive prices quality products, develop/source new products on regular basis and is expanding its product range in its endeavor to improve top line as well as net margins. The Company is also focusing on further strengthening the marketing network. The Management is continuously taking effective steps to enhance ''COSCO'' Brand Value, which is well established in the Domestic market.

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under ''Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)''. Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation Tribunal vide its letter Ref: Com T/01/27 dated 08.12.2015, has allowed compensation of LKR 48,000,000 (Equivalent INR 21,657,600 ) and after deducting LKR 1,674,361.66 due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 46,325,638.34 (Equivalent INR 20,902,128). The amount is yet to be released and the same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by the Hon''ble High Court of the Western Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). The management does not expect any net realizable value of its investment in the erstwhile subsidiary. However realization, if any, shall be accounted for in the year of actual receipt.

"Consolidated Financial Statements" as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India, have not been prepared since the company is under liquidation.

DIVIDEND

Based on the Company''s performance, your Directors declared interim dividend of R 1 per equity share ( face value of Rs. 10 each) in its Board Meeting held on 12th August, 2015 during the Financial year 2015-16 (Previous Year Nil). It involved Dividend payout of Rs. 41.61 lacs (Previous Year Nil) and Dividend Distribution Tax Rs. 8.48 lacs (Previous Year Nil). In lieu of this, Board does not recommend any further dividend by considering the interim dividend as final dividend.

TRANSFERS TO RESERVES

The opening balance of General Reserve is R 1125.16 and same is retained on 31.03.2016. No other amount has been transferred to General Reserve. The current year''s net profit of Rs. 334.95 lacs (Previous year Rs. 380.85 lacs) has been retained in Surplus in the Statement of Profit and Loss.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and based on the internal controls, compliance systems established and maintained by the Company, make the following statement that:

i. in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date;

iii. the Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pankaj Jain (DIN: 00190414) and Mr. Manish Jain (DIN: 00191593), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are: -

Shri Devinder Kumar Jain (DIN: 00191539) - Managing Director and Chief Executive Officer of the company and Shri Narinder Kumar Jain (DIN: 00195619) - Managing Director of the Company, who were reappointed for a period of Three (3) years with effect from 16th March 2016 till 15th March 2019 in the last Annual General Meeting held on 30th

September, 2015. Shri Arun Jain (DIN:01054316) , Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592), who were re-appointed as Whole Time Directors of the Company w.e.f 01st October 2014 for a term of 3 Years in the Annual General Meeting of the Company held on 30th September, 2014. Ms. Sudha Singh -Company Secretary, who was appointed w.e.f 1st May, 2015.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the payment of sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Company. The Company has received declarations from all the Independent Directors to this effect that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

None of the Director is disqualified from being appointed as Director in terms of section 164 of the Companies Act, 2013 and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

During the year 2015-2016, Five (5) Board Meetings and Five (5) Audit Committee Meetings were held. In accordance with requirement, other committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of the meetings are given in the Corporate Governance Report, which form part of this report.

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 a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Managing Directors were 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.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company website www.cosco.in . There has been no change in the policy since the last financial year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems inter alia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

The details in respect of internal control and their adequacy included in the management discussion & analysis, forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

Policy on determining the criteria for determining qualifications, positives attributes and independence of a director is available on the Company website www.cosco.in . There has been no change in the policy since the last financial year.

AUDITORS

Pursuant to the provisions of Section 139 of the Act, and rules framed there under, M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), were appointed as Statutory Auditors of the Company in the Annual General Meeting (AGM) held on 30th September 2014 from the conclusion of that Annual General Meeting of the Company for a Term of 3 years i.e. till the conclusion of 38th Annual General Meeting to be held in the Year 2017, subject to ratification of their appointment at every AGM. The Company has received a certificate from the Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions Section 141 of the Act. The Board recommends ratification of their Appointment as Statutory Auditors of the Company.

INDEPENDENT AUDITORS'' REPORT

The Auditors'' Report do not contain any qualifications, reservations, adverse remarks, emphasis of matter or disclaimer, which needs any comments/ explanation.

SECRETARIAL AUDITORS'' REPORT

Report of the Secretarial Auditor is given as an Annexure-A which forms part of this Report. Secretarial Auditors'' Report do not contain any qualifications, reservations, adverse remarks or disclaimers, which needs any comments/ explanation.

RISK MANAGEMENT POLICY

The details pertaining to Risk Management Policy and its implementation has been covered in the Management discussion and analysis, which form part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements. No additional Loans, Guarantees or Investment covered under the provisions of Section 186 of the Companies, Act 2013 are given provided / made during the reporting year.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were in the ordinary course of business and are placed before the Audit Committee on regular basis. omnibus approval was obtained for transactions which are of repetitive nature. All the transactions entered with the related parties do not attract the provisions of Section 188 of the Companies Act, 2013.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC 2 and the same form part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2016.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure-C in the prescribed Form MGT-9 , which form part of this report.

Particulars of Employees

The information required under Section 197 of the Act, read with rule 5(1) of the Companies Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors

Ratio to median remuneration

Shri Devinder Kumar Jain

27:1

Shri Narinder Kumar Jain

27:1

Mr. Arun Jain

23:1

Mr. Manish Jain

23:1

Mr. Pankaj Jain

23:1

Mr. Neeraj Jain

23:1

Non Executive Directors Ratio to median remuneration

Shri Mahavir Prasad Gupta

Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any, for attending Board Meetings.

No other Remuneration has been paid to the Independent Directors).

Shri Mohan Lal Mangla

Shri Sunil Kumar Jain

Shri Vijender Kumar Jain

Smt. Nisha Paul

Shri Vijay Kumar Sood

b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive Officers, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Executive Director-

Shri Devinder Kumar Jain

9.38%

Shri Narinder Kumar Jain

9.38%

Mr. Arun Jain

15.38%

Mr. Manish Jain

15.38%

Mr. Pankaj Jain

15.38%

Mr. Neeraj Jain

15.38%

Independent Directors :-

Shri Mahavir Prasad Gupta

Not Applicable (Independent Directors are paid only sitting fees and reimbursement of expenses, if any for attending Board Meetings. No other Remuneration has been paid to the Independent Directors). Details of Sitting fees paid payable incorporated in Corporate Governance report )

Shri Mohan Lal Mangla

Shri Sunil Kumar Jain

Shri Vijender Kumar Jain

Smt. Nisha Paul

Shri Vijay Kumar Sood

Ms. Sudha Singh (Company Secretary)

Appointed during the year as Company secretary w.e.f. 1st May, 2015. No Comparative Figures are available.

c. The percentage increase in the median remuneration of employees in the Financial Year : (10%)

d. The number of permanent employees on the rolls of the Company: 240

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2015-16 was approximately 6.33% -18% compare to the percentile increase of 9.38% to 15.38% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company and as approved by the members in the Annual General Meetings as per statutory requirements.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company

g. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-

Top Ten Employees in terms of Remuneration Drawn

Employees Name

Designation

Remuneration (in a)

Nature of employment

Qualification

Experience (in years)

Year of commencement of employment

Age

Last employment of

% of Equity Shares

Whether employee is relative of Director or Manger

Shri Devinder Kumar Jain

Managing Director and CEO

3,322,443

Permanent

Graduate in B.Sc.

55

1980

78

NA

4.02

Relative of Shri Narinder Kumar Jain, Mr. Arun Jain and Mr. Minish Jain

Shri Narinder Kumar Jain

Managing Director

3,221,760

Permanent

Graduate and Diploma in International Marketing

50

1989

75

NA

4.02

Relative of Shri Devinder Kumar Jain and Mr. Neeraj Jain

Mr. Arun Jain

Whole Time Director

2,865,808

Permanent

B.E., M. Tech

24

2007

50

NA

2.03

Relative of. Shri Devinder Kumar Jain and Mr. Manish Jain

Mr. Manish Jain

Whole Time Director

2,776,322

Permanent

Qualified Engineer and MBA

23

1998

49

NA

2.19

Relative of. Shri Devinder Kumar Jain and Mr. Arun Jain

Mr. Pankaj Jain

Whole Time Director CFO

2,932,681

Permanent

B.Com and MBA

22

1998

45

NA

5.61

-

Mr. Neeraj Jain

Whole Time Director

2,772,464

Permanent

B.E., M.Sc. and MBA

22

1998

44

NA

2.20

Relative of. Shri Narinder Kumar Jain

Mr. Akash Deep Bhtia

Marketing Executive

2,160,000

Contractual

Graduate

23

2015

55

NA

NIL

NA

Ms Sadhana Bhtia

Regional

Manager

1,800,000

Contractual

Graduate

20

2015

53

NA

NIL

NA

Mr. Rajesh Kumar Khurana

Finance Manger & Head of Accounts

1,117,709

Permanent

B.Com (H) FCA

34

1996

59

NA

NIL

NA

Ms Renu Vats

Chief

Cashier

623,321

Permanent

Graduate

32

1983

55

NA

NIL

NA

h. Name of other employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the a Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 of the Companies Act, 2013 - Nil.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: http://www.cosco.in/uploads/investors/familiarisation-programme-independent-directors 15586272395.pdf ) Policy on dealing with related party transactions is available on the website of the Company (URL: http://www.cosco.in/uploads/investors/related-party-policy 86228442984.pdf)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the as per (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”)

(URL: http://www.cosco.in/uploads/investors/whistle blower policy cosco 88209735742.pdf)

Directors of the Company state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet

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

As required by the Companies (Matters to be included in the Report of Board of Directors) Rules 2014 the relevant information and data is given in Annexure-'' D'' annexed hereto and form part of this Report.

COST AUDITORS

As per the Companies (Cost Records and Audit) Rules, 2014, as amended by the Companies (Cost Records and Audit) Amendments Rules, 2014 and 2016, the maintenance of Cost Records has not been specified by the Central Government and as such Cost Audit is not applicable to our Company .

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2015-16 and 2016 2017 paid to Bombay Stock Exchange Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that mandatory provisions of ''Corporate Governance'' as provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/ Listing Agreement of the Stock Exchange with which the Company''s shares are listed, and as per the provisions of Companies Act, 2013 are duly complied with.

Report on ''Corporate Governance'' along with ''Certificate by Practicing Company Secretary'' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as part of this report as Annexure ''E1 & E2 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure ''F'' and form part of this report.

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Vendors, Government Authorities and Regulators. Your Directors wish to place on record their sincere appreciation for the contribution made to the organization by Executives, Staff and Workers of the Company. The Management also place on record their appreciation for the confidence reposed by the Stakeholders.

The directors appreciate and value the contributions made by every member of the Cosco (India) Limited.

By order of the Board of Directors

Devinder Kumar Jain

Managing Director and CEO

DIN:00191539

Narinder Kumar Jain

Managing Director

DIN:00195619

Registered Office:

2/8, Roop Nagar,

Delhi 110007

Dated: 12th August, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 36th Annual Report together with the Audited Financial Statements for the year ended 31 st March, 2015

FINANCIAL RESULTS

Particulars Current Year Previous Year ended ended 31.03.2015 31.03.2014 (Rs. in lacs) (J in lacs)

Revenue from operations 11882.87 10500.40

Other Income 31.22 53.56

Total Revenue 11914.09 10553.96

Total Expenses 11452.02 10023.27

Profit before Prior Period, Exceptional and 462.07 530.69

Extraordinary items and Tax

Prior Period Adjustments - charges 0.84 4.78

Exceptional Items - charge/(income) (0.63) 129.57

Profit before Extraordinary items and Tax 461.86 396.34

Extraordinary items - -

Profit before Tax 461.86 396.34

Tax Expenses/(Income) :

Current Tax 116.97 78.16

Deferred Tax (35.66) 44.66

Profit for the period from continuing operations 380.55 273.52

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS FOR FINANCIAL YEAR 2014-15

The Company over the last few years has shown consistent double digit growth in gross revenues due to good domestic demand. The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2015 was higher at Rs. 11753.56 Lacs against previous year's sales of Rs. 10437.41 Lacs -an increase of about 12.61 % over the previous year. The exports were marginally higher at Rs. 353.56 Lacs (previous year Rs. 343.25 lacs) in f.o.b. value terms. The Revenue from services for the current year amounted to Rs. 5.25 Lacs (Previous year Rs. 4.03 Lacs). The other Operating Income aggregating Rs. 124.06 Lacs (Previous Year Rs. 58.96 Lacs ), ineralia includes Royalty Income Rs. 65.25 Lacs ( Pr. Yr. Nil) and Export Incentives viz. Duty Drawback & PFSL Rs. 45.02 Lacs ( Previous Year Rs. 45.94 Lacs). During the current year ended 31.03.2015 the Company registered Profit before Finance Cost, Depreciation and Tax Rs. 942.09 Lacs (Previous year Rs. 749.25 Lacs) and Net Profit after Tax Rs. 380.85 Lacs (Previous Year Rs. 273.52 lacs). Pursuant to the higher net profits, the financial position of the company has strengthened. The Net Worth of the Company as at 31.03.2015 was Rs. 2201.69 Lacs ( Previous Year Rs. 1853.93 Lacs).

The 'Cosco' Brand is well established in the Domestic market. The Management is continuously taking effective steps to enhance its Brand Value. The Company manufactures/source internationally at competitive prices quality products, develop/source new products on regular basis and is expanding its product range and the marketing network to improve top line as well as net margins.

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under 'Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)'. Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation claim filed in Sri Lanka with the Compensation Tribunal constituted under the said Act is yet to be adjudicated. No compensation has been received till date. CPLPL is under Liquidation -Case Ref. No. HC (Civil) 40/2013(CO) under the Jurisdiction of Hon'ble The Commercial High Court of The Western Province (Exercising Civil Jurisdiction) in Colombo (Sri Lanka). Therefore, "Consolidated Financial Statements" as per Accounting Standard 21 issued by the Institute of Chartered Accountants of India, have not been prepared since the company is under liquidation.

DIVIDEND

Directors have not recommended any Dividend for the financial year ended 31.03.2015. However, based on Company's consistent good performance in current FY 2015-16, your Directors have declared interim dividend of Rs. 1 per equity share ( face value of Rs. 10 each) for the current year 2015-16 (Previous Year Nil). It involves Dividend pay out of Rs. 41.61 lacs (Previous Year Nil) and Dividend Distribution Tax Rs. 8.48 lacs.

TRANSFERS TO RESERVES

The opening balance of General Reserve has been adjusted by deducting Rs. 32.80 lacs on account of fixed assets whose useful life has already exhausted as on April 1,2014. No other amount has been transferred to General Reserve. The current year's net profit of Rs. 380.85 lacs has been retained in Surplus in the Statement of Profit and Loss.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134 (3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and based on the internal controls, compliance systems established and maintained by the Company, make the following statement that:

i. in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 the Company as at 31 st March, 2015 and of the profit of the Company for the year ended on that date;

iii the Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors inform with deep sorrow the sad demise of Shri Darshan Kumar Jain (DIN:00195789), Whole Time Director of the Company , on 13th November, 2014 and pay their homage to the departed soul. The Board acknowledges the invaluable contribution and guidance provided by him during his life time.

Shri Neeraj Jain (DIN: 00190592) and Shri Arun Jain (DIN: 01054316), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

The term of appointment of Shri Devinder Kumar Jain (DIN: 00191539) as Managing Director and also designated as Chief Executive Officer of the Company, and Shri Narinder Kumar Jain (DIN: 00195619) as Managing Director of the Company expires on 15th March, 2016. The Board recommends their reappointment as Managing Director and Chief Executive Officer and as Managing Director respectively of the Company for further period of Three (3) years w.e.f. 16th March, 2016 upon the remuneration, terms & conditions as set out in the Notice of the ensuing Annual General Meeting and approved by the Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 & Schedule V of the Companies Act, 2013 and Rules framed thereunder. The Resolutions seeking approval of the Members for the re-appointment of Shri Devinder Kumar Jain as Managing Director and Chief Executive Officer and Shri Narinder Kumar Jain as Managing Director of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company along with the details about them.

Pursuant to the provisions of Section 196,197 & 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, Shri Arun Jain (DIN:01054316) , Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592) have been re-appointed as Whole Time Directors of the Company w.e.f 01st October 2014 for a term of 3 Years in the last Annual General Meeting of the Company held on 30th September, 2014.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, which came into effect from April 1,2014, Shri Devinder Kumar Jain (DIN: 00191539), Managing Director of the Company has been appointed as Chief Executive Officer of the Company w.e.f. 31.01.2015, Shri Pankaj Jain (DIN : 00190414) Whole Time Director of the Company has been appointed as Chief Financial Officer of the Company w.e.f 01.10.2014 and Ms. Neha Sharma (A25128) was appointed as Company Secretary of the Company w.e.f 30th September, 2014. Ms. Neha Sharma (A25128), Company Secretary , resigned from the Company w.e.f. 28th February 2015. Ms Sudha Singh ( A33371) has been appointed as Company Secretary of the Company w.e.f Ist May, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1,2014, e. Mahavir Prasad Gupta (DIN 00190550), Shri. Sunil Jain (DIN 00387451), Shri. Gulshan Rai Jain (DIN 00737177), Shri. Mohan Lal Mangla (DIN 00311895), Shri. Vijender Jain (DIN 06423328), Shri. Vijay Kumar Sood (DIN 01525607) and Smt. Nisha Paul (DIN 00325914) were appointed as Independent Directors of the Company w.e.f 1st October 2014 for term of 3 years at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independent Director as provided in Section 149(6) of the Act, and there has been no change in the circumstances which may affect their status as Independent director during the Year.

Shri. Gulshan Rai Jain (DIN 00737177), Independent Director has since resigned w.e.f 31st January, 2015 and Shri Joginder Pal Jain (DIN :00190482),Independent Director resigned earlier w.e.f Ist October, 2014. The Board places on record its appreciation for the contribution and guidance provided by them during their tenure as Independent Directors of the Company.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

None of the Director is disqualified from being appointed as Director in terms of section 164 of the Companies Act, 2013 and they have given their consent in writing to act as Director(s).

MEETINGS OF THE BOARD

During the year 2014-2015, Eight (8) Board Meetings and Five (5) Audit Committee Meetings were held. In accordance with requirement, other committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of the meetings are given in the Corporate Governance Report, which form part of this report.

Board Evaluation

The Board of Directors has carried out an annual performance evaluation of its own performance , Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement(s).

The performance evaluation of the Board, Committees and Directors was carried out having regard to the functional responsibilities and after seeking inputs from all the directors/committee members in terms of Performance Evaluation Framework and Policy of the Company.

In a separate meeting of Independent Directors, performance of non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into views of Directors.

Policy on Directors' Appointment and Remuneration and other details

The Company's Policy on Directors' Appointment and Remuneration and other matters provided in section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which form part of the Directors' Report.

Internal financial control systems and their adequacy

The Company has internal control systems inter alia including system of financial controls, commensurate with the size and scale of its business operations. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Committee

The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report.

Policy on determining the criteria for determining qualifications, positives attributes and independence of a director are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act, and rules framed thereunder, M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) held on 30th September 2014 from the conclusion of that Annual General Meeting of the Company for a Term of 3 years i.e. till the conclusion of 38th Annual General Meeting to be held in the Year 2017, subject to ratification of their appointment at every AGM. The Board recommends ratification of their Appointment as Statutory Auditors of the Company.

INDEPENDENT AUDITORS' REPORT

The Auditors' Report do not contain any qualifications, reservations, adverse remarks or disclaimers, which needs any comments/ explanation.

Secretarial Auditors' Report

Report of the Secretarial Auditor is given as an Annexure-A which forms part of this Report. Secretarial Auditors' Report do not contain any qualifications, reservations, adverse remarks or disclaimers, which needs any comments/ explanation.

Risk Management Policy

The details pertaining to Risk Management Policy and its implementation has been covered in the Management discussion and analysis, which form part of this report.

Particulars of Loans, Guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Trasactions with related parties

All transactions entered with related parties for the year under review were in the ordinary course of business and are placed before the Audit Committee on regular basis . omnibus approval was obtained for transactions which are of repetitive nature. All the transactions entered with the related parties do not attract the provisions of Section 188 of the Companies Act, 2013.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-B in Form AOC 2 and the same form part of this report.

Corporate Social Responsibility

The provisions of section 135 of the Companies Act, 2013 are not applicable to our company for the year ended 31.03.2015. Extract of Annual Rerturn

As provided under Section 92(3) of the Act, the extract of Annual Return is given in Annexure-C in the prescribed Form MGT-9 , which form part of this report.

Particulars of Employees

The information required under Section 197 of the Act, read with rule 5(1) of the Companies Appointment and Remuneration of managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial Year:

Executive Directors Ratio to median remuneration

Shri Devinder Kumar Jain 23:1

Shri Narinder Kumar Jain 23:1

**Shri Darshan Kumar Jain 25:1

Shri Arun Jain 19:1

Shri Manish Jain 19:1

Shri Pankaj Jain 19:1

Shri Neeraj Jain 19:1

Non Executive Directors Ratio to median remuneration

Shri Mahavir Prasad Gupta

* Shri Joginder Pal Jain Not Applicable (Independent Directors are paid only sitting *Shri. Gulshan Rai Jain fees for attending Board Meetings. Shri Mohan Lal Mangla No Remuneration has been paid Shri Sunil Kumar Jain to the Independent Directors). Shri Vijay Kumar Sood

Shri Vijender Kumar Jain

Smt. Nisha Paul

b. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Executive Officers, Chief' Financial Officer and , % increasef. in Remuneration Company Secretary in the financial year

Executive Directors :-

Shri Devinder Kumar Jain 10.34%

Shri Narinder Kumar Jain 10.34%

**Shri Darshan Kumar Jain 10.34%

Shri Arun Jain 8.33%

Shri Manish Jain 8.33%

Shri Pankaj Jain 8.33%

Shri Neeraj Jain 8.33%

Independent Directors :- Shri Mahavir Prasad Gupta Shri Mohan Lal Mangla

Shri Sunil Kumar Jain Not Applicable (Independent Directors are paid Shri Vijay Kumar Sood only sitting fees for attending Board Meetings. No Remuneration has been Shri Vijender Kumar Jain paid to the Independent Directors).

*Shri Gulshan Rai Jain

* Shri Joginder Pal Jain Smt. Nisha Paul

Ms. Neha Sharma -Company Not Applicable Secretary (Appointed during the year as Company secretary w.e.f. 30th September, 2015. and Resigned on 28th February 2015.) * **

*Shri. Gulshan Rai Jain (DIN 00737177), Independent Director has since resigned w.e.f 31st January, 2015 and Shri Joginder Pal Jain (DIN :001190482),Independent Director resigned earlier w.e.f Ist October, 2014.

**Shri Darshan Kumar Jain passed away on 13th November 2014. Ratio(s) calculated on annualized basis.

c. The percentage increase in the median remuneration of employees in the Financial Year : 28.67%

d. The number of permanent employees on the rolls of the Company: 225

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase varying from 8 to 20% in a year. The individual increments varied based on individual performance. The increase in remuneration is in line with the market trends of nature of our business/industry segment.

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 15(J In Lacs) 177.89*

Revenue from operations( J In Lacs) 11882.87

Remuneration of KMPs (as % of Revenue) 1 50%

Profit before Tax (PBT) 461.86

Remuneration of KMP(as % of PBT) 38.51 %

* Gratuity and Leave Encashment not included.

g. Variation in the market capitalization of the Company, price earnings as at the closing date of the current financial year and previous financial Year:

Particulars As at As at % March 31, March 31, Change 2015 2014

Market Capitalisation (Rs. Lacs) 7411 2243 230%

Price Earning Ratio 19.46 8.2 137%

h. Percentage increase over decrease in the Market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars Closing Market Issue Price of last Price as at Public Offer in March 31, 2015 March,1995

Market Price on BSE Rs.178.1 Rs. 40/- per Share of Face Value of Rs.. 10/- each.

Market Price on DSE Delhi Stock Exchange Association Limited is not in operation

Particulars % Change

Market Price on BSE 345%

Market Price on DSE

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2014-15 was approximately 10.8% -20% compare to the percentile increase of 8.33% to 10.34% in the remuneration of Managerial Personnel.

Remuneration of Managerial Personnel was as per the Remuneration Policy of the Company.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Revenue from operations 11882.87 (Rs. Lacs)

Profit before Tax (PBT) (Rs. Lacs) 461 87

Shri. Devinder Shri. Narinder Shri. Darshan Kumar Jain Kumar Jain Kumar Jain

Remuneration in 29.82 29.78 20.18* FY 14-15 (Excluding Gratuity and Leave encashement) (Rs. in Lacs)

Remuneration as 0.25% 0.25% 0.17% % of Revenue

Remuneration 6.46% 6.45% 4.37% (as % of PBT)

Revenue from operations (Rs. Lacs)

Profit before Tax (PBT) (Rs. Lacs)

Shri. Shri. Shri. Shri. Arun Manish Pankaj Neeraj Jain Jain Jain Jain

Remuneration in 24.64 24.22 24.40 24.05 FY 14-15 (Excluding Gratuity and Leave encashement) (Rs. in Lacs)

Remuneration as 0.21% 0.20% 0.21% 0.20% % of Revenue

Remuneration 5.34% 5.24% 5.28% 5.21% (as % of PBT)

*for the Period 1.4.2014 to 13.11.2014

Note : Gratuity and Leave Encashment not included.

k. The key parameters for any variable component of remuneration availed by the directors: None

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Not Applicable .

The report and the accounts are being sent to the members excluding the aforesaid annexure since Not Applicable .

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report along with 'Certificate by Practicing Company Secretary' thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: http://cosco.in/code of conduct.htm ).

Policy on dealing with related party transactions is available on the website of the Company (URL: http://cosco.in/policies.html ).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://cosco.in/policies.html

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet

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

As required by the Companies (Matters to be included in the Report of Board of Directors) Rules 2014 the relevant information and data is given in Annexure-' D' annexed hereto and form part of this Report.

COST AUDITORS

Pursuant to the provisions of section 148 of the Companies Act, 2013 M/s Ashish Jain & Co., Cost Accountants were appointed Cost Auditors of the Company to conduct audit of Cost Accounting Records of the Company for the Financial Year 2014-15. However, as per the amended Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to our Company

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2014-15 and 2015 - 2016 paid to Bombay Stock Exchange Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of 'Corporate Governance' as provided in the listing agreement of the Stock Exchanges with which the Company's shares are listed, are duly complied with.

Report on 'Corporate Governance' along with 'Certificate by Practicing Company Secretary' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement and Nomination & Remuneration Policy is annexed hereto as part of this report as Annexures -'E1, E2 & E3' respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -'F' and form part of this report.

INDUSTRIAL RELATIONS

The Company lays emphasis on all round development of its human resource. The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the contribution made to the organization by Executives, Staff and Workers of the Company. The Management also place on record their appreciation for the confidence reposed by the Stakeholders. The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Vendors, Government Authorities and Regulators.

By order of the Board of Directors

Devinder Kumar Jain Managing Director and CEO DIN : 00191539

Narinder Kumar Jain Managing Director Registered Office : DIN : 00195619

2/8, Roop Nagar, Delhi -110007

Place: Delhi Date: 12th August, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 35th Annual Report together with Annual Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND PERFORMANCE REVIEW

Particulars Current Year Previous Year

ended 31.03.2014 ended 31.03.2013

(Rs in lacs) (Rs in lacs)

Revenue from operations 10500.40 9280.72

Other Income 53.56 22.85

Total Revenue 10553.96 9303.57

Total Expenses 10023.27 8810.92

Profit before Prior Period, Exceptional and

Extraordinary items and Tax 530.69 492.65

Prior Period Adjustments - charges 4.78 6.40

Exceptional Items - charge /(income) 129.57 263.68

Profit before Extraordinary items and Tax 396.34 222.57

Extraordinary items -- --

Profit before Tax 396.34 222.57

Tax Expenses/(Income) :

Current Tax 78.16 76.89

Deferred Tax 44.66 134.17

Profit for the period from continuing operations 273.52 11.51

The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2014 was higher at Rs 10,437.41 Lacs against previous year''s sales of Rs 9,228.26 Lacs -an increase of about 13 % over the previous year. The exports were also higher at Rs 343.25 Lacs (previous year Rs 313.33 lacs). The company registered growth in sales turnover during the financial year ended 31st March 2014 due to good domestic demand. The Revenue from services for the current year amounted to Rs 4.03 Lacs (Previous year Rs 3.08 Lacs). The other Operating Income, mainly comprising of export incentives was Rs 58.96 Lacs (Previous year Rs 49.37 Lacs). The company also recognized foreign exchange difference (expense) of Rs 132.87 Lacs on account of Corporate Guarantee Liability during the current year ended 31.03.2014 (Refer Note No. 30 on the Financial Statements). During the current year ended 31.03.2014 the Company registered Net Profit of Rs 273.52 Lacs (Previous YearRs 11.51 lacs).

The Cosco Brand value is well established. The Management is continuously taking effective steps to improve top line as well as net margins. The Company is further expanding its marketing network of health equipments and allied products in addition to Sports goods. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis.

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported last year and the preceding year, M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under ''Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 20l1)''. Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation claim has been filed in Sri Lanka with the Compensation Tribunal constituted under the said Act and the claim is yet to be adjudicated. No compensation has been received till date.

CPLPL is under Liquidation -Case Ref. No. HC (Civil) 40/2013(CO) under the Jurisdiction of Hon''ble The Commercial High Court of The Western Province (Exercising Civil Jurisdiction) in Colombo (Sri Lanka). The Application/Petition for winding up was filed by State Bank of India, Colombo. However, your Company has fully discharged its obligation of Corporate Guarantee Liability by making payment of Rupee Equivalent of USD 1.80 Mn to State Bank of India under One Time settlement.

DIVIDEND

Directors don''t recommend any Dividend to consolidate financial position of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 the Company at the end of the financial year and of the profit of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis";

FIXED DEPOSIT :

The Company has neither invited nor accepted any Deposits from Public or Employees under section 58A of the Companies Act, 1956. There are no unclaimed / overdue deposits as on 31st March 2014.

DIRECTORS

Shri Darshan Kumar Jain (DIN: 00195789) and Shri Manish Jain (DIN: 00191593), Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Board recommends their reappointment.

The term of appointment of Shri Arun Jain (DIN: 01054316), Shri Manish Jain (DIN: 00191593), Shri Pankaj Jain (DIN: 00190414) and Shri Neeraj Jain (DIN: 00190592) as Whole Time directors of the Company expires on 30th September, 2014. The Board recommends their reappointment as Whole Time Directors of the Company for further period of Three (3) years w.e.f. 1st October, 2014 upon the remuneration, terms & conditions as set out in the Notice of the ensuing Annual General Meeting and approved by the Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 & Schedule V of the Companies Act, 2013 and Rules framed thereunder.

The office of the present Independent Directors of the Company namely Shri Joginder Pal Jain(DIN 00190482), Shri Mahavir Prasad Gupta (DIN 00190550), Shri Sunil Jain (DIN 00387451), Shri Gulshan Rai Jain (DIN 00737177), Shri Mohan Lal Mangla (DIN 00311895), Shri Vijender Jain (DIN 06423328) and Shri Vijay Kumar Sood (DIN 01525607), is liable to be determined by rotation at the Annual General Meeting in accordance with the Articles of Association of the Company and the erstwhile applicable provisions of the Companies Act, 1956.

Shri Mahavir Prasad Gupta, Shri Sunil Jain and Shri Gulshan Rai Jain retire by rotation at the ensuing Annual General Meeting on 30th September, 2014 under the erstwhile applicable provisions of the companies Act, 1956.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 (as amended) of Listing Agreement, Shri Mahavir Prasad Gupta, Shri Sunil Jain, Shri Gulsahn Rai Jain, Shri Mohan Lal Mangla, Shri Vijender Jain and Shri Vijay Kumar Sood being eligible and offering themselves for reappointment/appointment, are recommended to be appointed as Independent Directors, not liable to retire by rotation, w.e.f. 1st October, 2014 for term of Three (3) consecutive years upto 30th September, 2017. The Company has received notices from member(s) under section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 every Listed Company is required to appoint one Woman Director. It is proposed that Smt. Nisha Paul (DIN: 00325914) may be appointed as an Independent Woman Director, not liable to retire by rotation, w.e.f. 1st October, 2014 for term of Three (3) consecutive years upto 30th September, 2017. The Company has received notice from a member under section 160 of the Companies Act, 2013 proposing Smt. Nisha Paul as a candidate for the office of Woman Director of the Company.

None of the Director is disqualified from being appointed as Director in terms of section 164 of the Companies Act,2013 and they have given their consent in writing to act as Director(s).

AUDITORS

M/s Madan & Associates, Chartered Accountants (ICAI Registration No. 000185N), the present Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment for a further term of Three (3) consecutive years as per the provisions of the Companies Act, 2013 and Rules framed thereunder. The Company has received a letter from them that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. The Board of Directors based on recommendation of Audit Committee, recommend their re-appointment to hold office from the conclusion of this (Thirty-Fifth) Annual General Meeting (AGM) until the conclusion of the Thirty Eighth AGM subject to ratification of the appointment by the members at every AGM.

INDEPENDENT AUDITORS'' REPORT

The Auditors'' Report on the Financial Statements for the year ended 31st March, 2014 read with the relevant Notes on the Financial Statements, is self explanatory and do not require further explanation.

Government Authorities, Customers, Vendors & Shareholders. Your Directors record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all.

COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act,1956 M/s Ashish Jain & Co., Cost Accountants have been appointed Cost Auditors of the Company to conduct audit of Cost Accounting Records of the Company for the Financial Year 2013-14 for product(s)/services covered under MCA Cost Audit Order(s). The Report of the Cost Auditors is yet to be received by the company. Our company is not covered under the notification relating to the Companies (Cost Records and Audit) Rules, 2014 issued under section 148 of the Companies Act, 2013.

COMPLIANCE CERTIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgi, Company Secretary in Whole Time Practice, is annexed hereto as Annexure-1.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi and Annual Listing fee for the Financial Year 2013-14 and 2014 - 2015 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 the relevant information and data is given in Annexure-''A annexed hereto and form part of this Report.

CORPORATE GOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of ''Corporate Governance'' as provided in the listing agreement of the Stock Exchanges with which the Company''s shares are listed, are duly complied with.

Report on ''Corporate Governance'' along with ''Certificate by Practicing Company Secretary'' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement is annexed hereto as part of this report as Annexures -''B1 & B2'' respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -''C'' and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company were drawing remuneration requiring disclosure under provisions of section 217(2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules 1975 either for full or part of the year.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

The Directors acknowledge with thank the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities & Regulators, Customers, Suppliers and Vendors. Your Directors wish to place on record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all. Directors also place on record their appreciation for the confidence reposed by the Shareholders.

Registered Office : 2/8, Roop Nagar, By order of the Board of Directors Delhi -110007

Devinder Kumar Jain place: Delhi Chairman cum Managing Directo Date: 31st July, 2014 DIN : 00191539


Mar 31, 2013

Dear Members,

The Directors have pleasure in submitting their 34th Annual Report together with Annual Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS AND PERFORMANCE REVIEW

Particulars Current Year Previous Year ended 31.03.2013 ended 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Revenue from operations 9280.72 8081.55

Other Income 22.85 18.06

Total Revenue 9303.57 8099.61

Total Expenses 8810.92 8026.25

Profit before Prior Period, Exceptional and Extraordinary items and Tax 492.65 73.36

Prior Period Adjustments - charges 6.40 22.31

Exceptional Items - charge/(income) 263.68 624.66

Profit / (Loss) before Extraordinary items and Tax 222.57 (573.61)

Extraordinary items -- --

Profit / (Loss) before Tax 222.57 (573.61)

Tax Expenses/dncome):

Current Tax 76.89 --

Deferred Tax 134.17 (171.14)

Profit / (Loss) for the period from continuing operations 11.51 (402.47)



The Revenue from Sale of Products (net of excise) for the current year ended 31.03.2013 was higher at Rs. 9228.26 Lacs against previous year''s sales of Rs. 8013.43 Lacs -an increase of about 15 % over the previous year. The Revenue from services for the current year amounted to Rs. 3.08 Lacs (Previous year Rs. 2.36 Lacs).The other Operating Income, which mainly comprises of export incentives, was lower at Rs. 49.37 Lacs (Previous year Rs. 65.75 Lacs) due to decline in Exports pursuant to scaling down of manufacturing of non profitable Sports Ball Bladders over the last 2 Years. The current year exports were Rs. 313.33 Lacs (previous year Rs. 399.37 lacs). Inspite of the decline in exports, the company registered growth in sales turnover during the financial year ended 31 st March 2013 due to good domestic demand.

During the current year ended 31.03,2013 the Company registered Net Profit of Rs.11.51 Lacs against Previous Year Net Loss of Rs.402.47lacs.

During the current year ended 31.03.2013 the Profitability of the company was mainly affected on account of recognition of additional Net Corporate Guarantee obligation Liability of Rs. 299.81 Lacs (Previous Year Rs. 637.67 Lacs for loans availed from Bank by the erstwhile Subsidiary Company in Sri Lanka M/s Cosco Polymer Lanka (Private) Limited -Refer Note No. 30 and Note No. 35 on the Finanacia! Statements.

The company is focusing to enhance Cosco Brand and is expanding marketing network of health equipments and allied products in addition to Sports goods. Company has been taking remedial measures on continuous basis to check the duplication and protect its Brand. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis. The Management is continuously taking effective steps to improve net margins.

Status of Investments made in M/s Cosco Polymer Lanka (Private) Limited-the erstwhile Subsidiary Company: As reported last year, M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011 (of Sri lanka), whereby lands, buildings, fixtures and fittings which are part of thebuildings and Investment by the Company in the Shares of the erstwhile Subsidiary stand vested in the Secretary to the Treasury of the Government of Sri Lanka. Pursuant to this Cosco Polymer Lanka (Private) Limited ceased to be Subsidiary and therefore the Consolidated Financial statements are not attached.

The Act (of Sri lanka), provides for the appointment of a Competent Authority to control, administrate and manage the assets vested in tfte Secretary to the Treasury and payment of compensation to the Shareholders. The Compensation claim has been filed in Sri Lanka with the Compensation Tribunal constituted under the said Act and the claim is yet to be adjudicated.

DIVIDEND

Directors don''t recommend any Dividend due to losses.

DIRECTORS''RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 the Company at the end of the financial year and of the loss of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis"; FIXED DEPOSIT:

There are no unclaimed /overdue deposits as on 31 st March 2013. /

DIRECTORS

In accordance with the Articles of Association of the Company, Shri Arun Jain, Shri Pankaj Jain, Shri Mohan Lai Mangla and Shri Joginder Paul Jain retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Board recommends their reappointment.

Shri Vijender Kumar Jain was appointed as Additional Director as per section 260 of the Companies Act, 1956 and he holds office till the date of ensuing Annual General Meeting.

The Board of Directors recommends his re-appointment.

Smt. Risha Jain resigned from the Directorship of the Company w.e.f. 05th October 2012. The Board of Directors record their appreciation for the contribution made by her during her tenure.

AUDITORS

M/s Madan & Associates, Chartered Accountants, the present Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend their re-appointment.

INDEPENDENT AUDITORS''REPORT

The Auditors in their Report have stated under Emphasis of Matter:

Attention is drawn to Note 9.2 to the financial statements, whereby company has recognised liability of Rs. 299.81 Lacs in the accounts on the basis that realisation from the subsidiary company''s (since desubsidiarised) assets / claim amount would be utilised for meeting the other liabilities (Other than Bank) of the subsidiary and there will not be any amount left to be received by the company. Since the claim amount / realisation from the assets of subsidiary are not yet ascertained, we have relied upon the assertions of the management.

Our opinion is not qualified in respect of this matter.''

The above Emphasis of Matter and observations of Auditors in their Report read with the relevant Notes on the Financial Statements are self explanatory and do not require further explanation.

COMPLIANCE CERIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgi, Company Secretary in Whole Time Practice, is annexed hereto as Annexure-1.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form. Shareholding of the Promoters / Promoter Group has been substantially dematerialized.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi and Annual Listing fee for the Financial Year 2012-13 and 2013 - 2014 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 the relevant information and data is given in Annexure-''A'' annexed hereto and form part of this Report.

CORPORATEGOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of ''Corporate Governance'' as provided in the listing agreement of the Stock Exchanges with which the Company''s shares are listed, are duly complied with.

Report on ''Corporate Governance'' along with ''Certificate by Practicing Company Secretary'' on compliance with the condition of Corporate Governance under clause 49 of the Listing Agreement is annexed hereto as part of this report as Annexures -''B1 & B2'' respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -''C and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company were drawing remuneration requiring disclosure under provisions of section 217(2A) of the Companies Act, 1956 read with Company (Particulars of Employees) Rules 1975 either for full or part of the year.

INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year.

ACKNOWLEDGEMENTS

Your Directors appreciate the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities, Customers, Vendors & Shareholders. Your Directors record their sincere appreciation of the contribution made to the organization by Executives, Staff and Workers of the Company and greatly value them all.



Registered Office:

2/8, Roop Nagar, By order of the Board of Directors

Delhi-110007

Devinder Kumar Jain

Place: Delhi Chairman cum Managing Director

Date: 31 st July, 2013 DIN: 00191539


Mar 31, 2010

The Directors have pleasure in submitting their 31sl Annual Report together with Annual Accounts for the year ended 31st March, 2010. FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

(Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 5855.89 5507.07

Expenditure 5740.35 5443.32

ProW(Loss) before Tax 115.54 63.75

Provision for Taxation-Current and Fringe Benefit Tax 47.99 11.04

Deferred Tax Provided (Written Back) 20.84 (30.45)

Net Profit/(Loss) After Taxation 46.70 83.16

Prior Period adjustments (1.16) (1.16)

Profit/(Loss) after Prior Period adjustments 48.67 82.00

Transfer to General Reserve 48.67 82.00



The company registered sales turnover of Rs. 5751.86 Lacs against previous years sales turnover of Rs. 5373.34 Lacs. The performance of the company has further improved during the year ended 31.03.2010 registering an increase of about 7% over the previous year. The other income during the current year was lower at Rs. 104.03 Lacs (Previous year Rs. 133.73Lacs) mainly due to lesser export incentive pursuant to decline in exports because of global economic slow down. The current years Profit before tax and depreciation amounted to Rs. 184.51 Lacs (Previous year Rs. 141 Lacs). After providing for depreciation of Rs. 68.97 Lacs (Previous year Rs. 77.25 Lacs) and Provision/Write Back of taxes as tabulated above, the company earned net Profit of Rs. 46.70 Lacs during the year ended 31.03.2010 (Previous year Rs. 83.16 Lacs).

PERFORMANCE REVIEW

The company registered moderate growth during the financial year ended 31st March 2010 due to stable domestic demand. Export Sales were affected due to marked slowdown in economic growth in major global economies.

The Management is continuously taking effective steps to improve operating margins by cost controls and better resource utilization. The conversion of boiler from oil fuel base to pet coke fuel last year, has enabled the company to reduce energy costs of steam generation significantly. The Company manufactures/source internationally at competitive prices quality products and develop/source new products on regular basis to increase sates and profitability;

The Company is keeping an edge in the market due to its quality products and popular COSCO Brand. The management is focusing on expanding marketing network of health equipments and allied products as this segment is growing fast to capitalize on Cosco Brand name. Company is taking remedial measures on continuous basis to check the duplication of the Companys branded products.

WHOLLY OWNED SUBSIDIARY COMPANY IN SRi LANKA

The Project for the manufacture of Sports Ball Bladder Bodies/Bladders was set up in Wholly Owned Subsidiary Company M/s. Cosco Polymer Lanka Pvt. Ltd. in Sri Lanka.

The Project started commercial production in the later part of the year ended 31.03.2005. The project faced teething problems during these years which resulted in low capacity utilization. The project could not generate cash accruals till date mainly due to low capacity utilization coupled with continuous rise in Latex prices, fuel prices and other inputs over these years; significant expenditure on account of Research & Development; fixed establishment costs and Interest costs. The subsidiary operations were further affected due to global meltdown resulting in economic slowdown world over and adverse political situation in Sri lanka. Therefore, the operations in the subsidiary company were suspended last year.

The Wholly Owned Subsidiary Company M/s. Cosco Polymer Lanka Pvt. Ltd has reported loss of INR 147.90 lacs (previous year INR 460.36 lacs). The accumulated loss as on 31.03.2010 is INR 1,296.25 lacs (Previous year Rs.1,279.99 lacs). The business operations of the subsidiary company, which were suspended last year due to global recession and unfavorable political situations in Sri Lanka, could not be re-started till date. Considering the favourable political environment in Sri Lanka at present and in view of the global recovery, the management is in active deliberations with the potential customers to re-start the production at commercially viable scale and is quite hopeful that the operations of thesubsidiary will be restarted soon. The management is of the view that there will be no devolvement of any liability on account of Corporate Guarantee issued by it against the loan given by State Bank of India to its subsidiary having regard to the realisable market value of its assets.

DIVIDEND

Directors dont recommend any Dividend to plough back internal accruals. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that

a) in the preparation of the Annual Accounts the applicable Accounting Standards have been followed;

b) the Directors have applied sound accounting policies 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 the Company at the end of the financial year and of the profit of the Company for the period;

c) the Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts on a "going concern basis"; FIXED DEPOSIT:

There are no unclaimed / overdue deposits as on 31st March 2010.

DIRECTORS

In accordance with the Articles of Association of the Company, Shri Arun Jain, Shri Pankaj Jain, Shri Mohan Lai Mangla and Shri Joginder Pal Jain retire by rotation as Directors at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Board recommends their reappointment.

AUDITORS

M/s R. N. Bahl & Co., Chartered Accountants, the present Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend their re-appointment.

AUDITORS REPORT

Clarifications, information and explanations on the reservations/observations, qualifications or adverse remarks contained in the Auditors Report are annexed hereto as Annexure-1. Management has given relevant disclosures in the Financial Statements, Schedules and Notes on Accounts.

COMPLIANCE CERIFICATE

Compliance Certificate as required under section 383(A) of the Companies Act 1956, issued by Shri Akhil Rohatgl. Secretary in Whole Time in Practice, is annexed hereto as Annexure-2.

DEMATERIALISATION OF SHARES

The Company shares are being dealt in dematerialized form.

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi and Annual Listing fee for the Financial Year 2009 - 2010 has been paid to them.

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

As required by the Companies (Disclosure of particulars in the Report of Board of directors) Rules 1988 the relevant information and data is given in Annexure-A annexed hereto and form part of this Report.

CORPORATE GOVERNANCE.

Your Company has taken adequate steps to ensure that mandatory provisions of Corporate Governance as provided in the listing agreement of the Stock Exchanges with which the Companys shares are listed, are duly complied with.

Report on Corporate Governance along with Statutory Auditors Certificate for its due compliance is annexed hereto as part of this report as Annexures -B1 & B2 respectively.

Report on Management Discussion and Analysis is annexed hereto as Annexure -C and form part of this report.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company is covered under provisions of section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

During the year the industrial relations remained cordial at all levels.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

Cosco Polymer Lanka (Private) Limited is a Wholly Owned Subsidiary Company of Cosco (India) Limited, which is incorporated in Sri Lanka. Statement pursuant to Section 212 of the Companies Act, 1956 is attached as Annexure-D with this Report.

In accordance with Accounting Standard 21-Consolidated Financial Statements issued by The Institute of Chartered Accountants of India, the Consolidated Accounts form part of this Report and Accounts.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the assistance and co-operation received from Bankers, Statutory and Internal Auditors, Government Authorities, Customers, Vendors & Shareholders during the year under review. Your involvement as shareholders is greatly valued. Your Directors acknowledge the dedication and commitment of the Executives, Staff and Workers of the Company and record their sincere appreciation of the contribution made to the organization by the team of its employees.

Registered Office:

2/8, Roop Nagar,

Delhi -110007 By order of the Board of Director

Devinder Kumar Jain

Chairman cum Managing Director

Place: Delhi

Date :28th August, 2010

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