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Directors Report of Cosmo Ferrites Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2016.

(Rs. in Lacs)

FINANCIAL RESULTS

2015-16

2014-15

Sales

6,333.16

5,676.00

Other Income

92.44

115.00

Profit /(Loss)before depreciation & tax

374.32

124.00

Depreciation

369.16

361.00

Exceptional item

Profit/(Loss) before Tax

5.16

(237.00)

Provision for current Tax

Provision for earlier Year

2.44

1.00

Profit/(Loss) after current Tax

2.72

(238.00)

Provision for deferred tax

2.40

(71.00)

Profit/(Loss) After Deffered Tax

0.32

(167.00)

Add:-Mat Credit Entitlement

Add: Balance brought forward

233.00

233.00

Less:-Transfer to Preference Share Capital

Redemption Reserve

Add:- Transfer from General Reserve

233.00

233.00

Profit/(Loss) available for appropriation

Provision for arrears off Dividend on Cumulative Redeemable Preference Shares

Proposed Dividend on Cumulative Redeemable Preference Shares

Corporate Tax on Dividend

Balance carried to Balance Sheet

233.00

233.00

233.00

233.00

2. REVIEW OF OPERATIONS

- For the year ending 31st March 2016 sales increased to Rs 6333 Lacs as compared to Rs. 5676 Lacs for previous year.

- Net Profit before tax for the year is Rs. 5 lacs as compared to Net loss of Rs. 237 lacs in the previous year.

3. DIVIDEND

In view of the null profitability during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2016.

4. RESEARCH & DEVELOPMENT

Continuous efforts on Research & Development activities are being made to expand the domestic and export markets.

5. CORPORATE GOVERNANCE

Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Auditors confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is included in the Annual Report in Annexure - A.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Management''s Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report

7. INTERNAL CONTROLS SYSTEMS

The Internal Control systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board.

A CEO and CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee and rectify the same.

8. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Non Executive-Chairman of the Company.

(b) Reappointment

Mr. Anil Kumar Jain, Non-Independent and Non Executive Director of the Company, retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

(c) Status of Directors

Mr. Ambrish Jaipuria is the Executive Director & CEO of the Company. Mr. Anil Kumar Jain is Non Independent and Non-Executive Director. Mr. Shreekant Somany, Mr. Rakesh Nangia, Mr. Naresh Kumar Gupta, Ms. Jyoti Dixit, Dr. Ramakant Dwivedi and Mr. Janardhan Pralhadrao Gupta are the Independent Directors of the Company.

(d) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

9. KEY MANAGERIAL PERSONNEL''S

Mr. Ambrish Jaipuria, Executive Director & CEO, Mr. Ramesh Chand, Chief Financial Officer and Ms. Neha Pawar, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, there was no change in the KMP''s of the Company.

10. FAMILIARISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

The Chairman also has one to one discussion with the newly appointed Director to familiarize him with the Company''s operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company The details of the familiarization programme may be accessed on the Company''s website (www.cosmoferrites.com).

11. EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

12. MEETINGS

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such meetings and other relevant details are provided in Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed herewith as Annexure - C to this report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy without fear of reprisal. The policy may be accessed on the Company''s website.

17. DIVERSITY OF BOARD

The Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

18. REMUNERATION POLICY

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Members can download the complete remuneration policy on the Company''s website (www.cosmoferrites.com).

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V Part II, Section II (A) forms part of this Corporate Governance Report

19. RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 31 to the financial statements forming part of this Annual Report.

During the year, there were no transactions with related parties which qualify as material transactions under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 is Not Applicable.

The Company has developed a Policy for Consideration and Approval of Related Party Transactions which can be accessed on Company''s website (www.cosmoferrites.com).

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure D to this Report.

21. RISK MANAGEMENT

Every organization is exposed to a number of risks that it needs to effectively identify, manage and mitigate. Company has a process in place to identify key risks across the organization and relevant action plans to mitigate these risks. The Risk & Operations Management Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

22. AUDITORS Statutory Audit:

M/s. B.K. Shroff & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from B.K. Shroff & Co.,

Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint B.K. Shroff & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting. Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B." The Report does not contain any qualification, reservation or adverse remark.

Cost Auditor:

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2016-17 at a remuneration of Rs. 1,25,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

23. AUDITORS'' REMARKS

The Auditors'' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

24. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year under review.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year FY 2016- 17 to the Bombay Stock Exchange where the Company''s equity shares are listed.

28. PROMOTION OF WOMEN''S WELL BEING AT WORKPLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure E(i) to this Report.

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 real with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E(ii) to this Report.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2016 and of the profits of the Company for the year ended on that date.

(iii) 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;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

For and on behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

4th August, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2015.

(Rs. in Lacs)

FINANCIAL RESULT 2014-15 2013-14

Sales 5676 5981

Other Income 115 171

Profit/(Loss)before depreciation & tax 124 558

Depreciation 361 398

Exceptional Item - 50

Profit/(Loss) before Tax (237) 110

Provision for current Tax - 26

Provision for earlier Year 2 1

Profit/(Loss) after current Tax (239) 83

Provision for deferred tax - 4

Profit/(Loss) after deferred tax 71 79

Add:-Mat Credit Entitlement - 26

(168) 105

Add:

Balance brought forward 233 322

Less:-Transfer to Preference

Share Capital - -

Redemption Reserve - -

Add:- Transfer from General Reserve - -

Profit/(Loss) available for 233 425

appropriation

Provision for arrears of Dividend on Cumulative Redeemable

Preference Shares - -

Proposed Dividend on Cumulative

Redeemable Preference Shares - 2

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 233 423

233 423

2. DIVIDEND

In view of the no profitability during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31,2015.

3. REVIEW OF OPERATIONS

* On year to year basis sales Revenue decreased to Rs 5409 Lacs for the year ending 31st March 2015 as compared to Rs. 5677 Lacs for previous year.

* Net loss for the year is Rs. 168 lacs as compared to Net Profits of Rs. 105 lacs in the previous year.

4. RESEARCH & DEVELOPMENT

Continuous efforts on R & D and Development activities are being made to expand the domestic and export markets.

5. CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with the Stock Exchange forms part on this report.

6. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A to this Report.

7. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Non Executive-Chairman of the Company.

(b) Reappointment

Mr. Ashok Jaipuria, Chairman retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

The tenure of Mr. Ambrish Jaipuria, Executive Director & CEO expired on 31st March 2015 and subject to the approval of shareholders he seeks re- appointment for a period of 5 years w.e.f. April 01, 2015.

(c) Status of Directors

Mr. Anil Kumar Jain is Non-Independent and Non- Executive Director of the Company. Mr. Shreekant Somany, Mr. Rakesh Nangia, Mr. Naresh Kumar Gupta and Ms. Jyoti Dixit are the Independent Directors of the Company.

(d) Additional Directors

Mr. Janardhan Pralhadrao Gupta and Dr. Ramakant Dwivedi, who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Independent Directors of the Company for a tenure of five (5) years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

8. KEY MANAGERIAL PERSONNEL'S

Mr. Ambrish Jaipuria, Executive Director & CEO and Mr. Ramesh Chand, Chief Financial Officer and Ms. Neha Pawar, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. BOARD EVALUATION

In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/ Director(s) for the year.

10. MEETINGS

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. DEPOSITS

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirement of Clause 49 of the Listing Agreement the Company has formulated a whistle blower policy to deal with instances of fraud and mismanagement, if any.

14. REMUNERATION POLICY

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 has formulated the Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The details are outlined in the Corporate Governance Report.

15. RELATED PARTY TRANSACTIONS

During the year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the year, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 32 to the financial statements forming part of this Annual Report.

The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is NIL.

16. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk and Operations Management Committee.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report

17. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date.

(iii) 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;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18. AUDITORS

Statutory Audit:

M/s. B.K. Shroff & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from B.K. Shroff & Co., Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint B.K. Shroff & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B." The Secretarial Auditors' remarks are self explanatory and do not require further comments from the Company.

Cost Auditor:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Ravi Sahni & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 1,25,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

19. AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are self explanatory and do not require further comments from the Company.

20. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure D to this Report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure D to this Report.

None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

25. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

For and on behalf of the Board

Ashok Jaipuria New Delhi Chairman 26th May, 2015


Mar 31, 2013

THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2013.

(Rs. in Lacs)

FINANCIAL RESULT 2012-13 2011-12

Sales 5149 4497

Profit /(Loss)before

depreciation & tax 136 378

Depreciation 395 338

ProfiV(Loss) before Tax (259) 40

Provision for current Tax - 4

Provision for earlier Year

Profit/(Loss) after current Tax (259) 36

Provision for deferred tax (93) 1

Profit/(Loss) after deferred tax (166) 35

Add:-Mat Credit Entitlement _ 4

(166) 39

Add:Balance brought forward 488 585

Less:-Transfer to Preference

Share Capital Redemption Reserve - -

Add:- Transfer from General

Reserve - -

Profit/(Loss) available for 322 624 appropriation

Provision for arrears off

Dividend on Cumulative

Redeemable Preference Shares - 136

Proposed Dividend on Cumulative

Redeemable Preference Shares - -

Corporate Tax on Dividend - -

Balance carried to Balance Sheet 322 488

322 488

DIVIDEND

In view of the company not having profits during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2013.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58 A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Net Sales are Rs 4862 Lacs for the year ending 31st

March 2013 as compared to Rs. 4280 Lacs for previous year.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market, down fall in international market.

FUTURE OUTLOOK & EXPANSION

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better.

DIRECTORS

Mr. N.K. Gupta, Director of the Company is liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipuria are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given in separate statements annexed hereto, which form part of this report.

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(l)(e) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 21 7(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31" March, 201 3and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in douse 49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1 B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving over all performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.



For and on behalf of the Board

New Delhi Ashok Jaipuria

9th August, 2013 Chairman


Mar 31, 2012

TO THE MEMBERS COSMO FERRITES LTD.

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with

Audited Balance Sheet and Profit & Loss A/c for the year ended 3 Is1 March 2012.

[Rs. in Lacs)

FINANCIAL RESULT 2011-12 2010-11

Sales 4497 5127 Profit /(Loss)before depreciation

& tax 378 816

Depreciation 338 292

Pro fit/( Loss) before Tax 40 524

Provision for current Tax 4 144

Provision for earlier Year - -

Profit/(Loss) after current Tax 36 379

Provision for deferred tax - (39)

Profit/(Loss) after deferred lax 35 418

Add:-Mat Credit Entitlement - -

39 418

Add :Balance brought forward 585 182 Less:- Transfer to Preference Share Capital Redemption Reserve

Add:- Transfer from General Reserve - -

Profit/(Loss) available for appropriation 624 600

Provision for arrears off Dividend on

Cumulative Redeemable Preference

Shares 136 13

Proposed Dividend on cumulative

redeemable Preference Shares

Corporate Tax on Dividend - 2

Balance Carried To Balance Sheet 488 585

488 585

DIVIDEND

In view of the profit after appropriation being low during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended March 31, 2012.

DEPOSITORY SYSTEM

Your company shares have been notified for compulsory trading in demat form by SEBI w.e.f. September 25, 2000. Members have the option of holding their shares in demat form through any of the depositories by opening account with the authorized depository participants.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58 A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Sales Revenue Rs 4497 lacs for the year ending 31s1 March 2012 as compared to Rs. 5127 Lacs previous year.

- Net Profit after lax for the year is Rs. 39 Lacs as compared to Rs.4 18 lacs in the previous year.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market, down fall in international market.

FUTURE OUTLOOKS EXPANSION

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better. Company had undertaken an expansion project to increase the capacity by 50%. Project has been commissioned on 28 April 2011.

DIRECTORS

Mr. Rakesh Nangia, Director of the Company is liable to retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipur ia are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given in separate statements annexed hereto, which form part of this report.

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1 )(e) of the Companies Act, 1 956.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 21 7[2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to g ive a true and fair view of the state of affairs of the Company as on 3 Is1 March, 2012 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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.

(iv) The annual accounts of the company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224[1B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving overall performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.

For and on behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

18th May, 2012


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report on the business and operations of the company along with Audited Balance Sheet and Profit & Loss A/c for the year ended 31st March 2010.

(Rs. in Lacs)

FINANCIAL RESULTS 2009-10 2008-09

Sales 3934 3087

Profit /(Loss)before depreciation & tax 532 148

Depreciation 280 271

Profit/(Loss) before Tax 252 (123)

Provision for current 43 9

Provision for earlier Year 14 -

Profit/(Loss) after current Ta x 195 (132)

Provision for deferred tax 19 8

Profit/(Loss) after deferred tax 176 (140)

Add:-Mat Credit Entitlement 42 4

218 (137)

Add:Balance brought forward (13) 185

Less:Transfer to Preference Share

Capital Redemption Reserve --- (13) 98 87

Add:Transfer from General Reserve -- 37

Profit/(Loss) available for appropriation 205 (13)

Provision for arrears of Dividend on

Cumulative Redeemable Preference

Shares 15 --

Proposed Dividend on

Cumulative Redeemable Preference

Shares 5 --

Corporate Ta x on Dividend 3 -

Balance carried to Balance Sheet 182 (13)

182 (13)

ISSUE/REDEMPTION OF 10% CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year company had redeemed 98080 Cumulative Redeemable Preference Share issued to ICICI Bank on 27th November, 1999. The company has also issued fresh 135000 10% Cumulative Redeemable Preference Shares of Rs. 100/ - each

DIVIDEND

In view of the profit after appropriation being low during this year, the Directors are unable to recommend any dividend on the equity shares for the year ended 31st March 2010.

Board has recommended dividend @ 10% on the 10% Cumulative Redeemable Preference Shares of the Company.

DEPOSITORY SYSTEM

Your company shares have been notified for compulsory trading in demat form by SEBI w.e.f. September 25, 2000. Members have the option of holding their shares in demat form through any of the depositories by opening account with the authorized depository participants.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of Companies Act, 1956.

REVIEW OF OPERATIONS

- Sales Revenue increased to Rs 3934 lacs for the year ending 31st March 2010 as compared to Rs. 3087 Lacs previous year. Component sales increased from 1217 MT to 1564 MT.

- Net Profit after tax for the year is Rs. 218 Lacs as compared to Net Loss of Rs.137 lacs in the previous year by strengthen the marketing, revised the price policy and reduction in costs.

- Costs remained within control and have been rationalized across all strata of the organization.

- This year was challenging on various fronts, viz upward pressure on key raw materials prices along with increased competition in global ferrites market.

FUTURE OUTLOOK

Various cost cutting measures are being taken in a structured manner. Besides, different market segments are being explored to increase the order book and thereby better capacity utilization. It is expected that performance in current year will be much better.

DIRECTORS

Mr. N.K. Gupta and Mr. B.D. Gupta, Directors of the Company are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. S.K. Mittal and Mr. B.B. Tandon ceased to be Directors of the Company w.e.f 8th April 2009 and 25th February 2010 respectively. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. S.K. Mittal and Mr. B.B. Tandon, during their tenure as director.

Mr. H.L. Paranjpe was appointed as Additional Director of the Company on 29th July, 2009 and his appointment as Director of the Company was confirmed in the Annual General Meeting of the Company held on 23rd September, 2009.

There are no inter-se relationships of all or any of the directors in terms of disclosure requirements of the listing agreement with the stock exchange, except that Mr. Ashok Jaipuria and Mr. Ambrish Jaipuria are relative of each other.

STATUTORY STATEMENTS

Following information as per the requirements of the Companies Act, 1956 is given below:

a) Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956- NIL.

b) Energy conservation, technology absorption and foreign exchange inflow/outgo pursuant to section 217(1)(e) of the Companies Act, 1956 is annexed herewith.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed;

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts of the company have been prepared on a going concern basis

CORPORATE GOVERNANCE

A Management Discussion and Analysis Report is annexed and form part of this report.

A separate report on Corporate Governance along with Auditors certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchange form part on this report.

RE-APPOINTMENT OF AUDITORS

M/s. B.K. Shroff & Company, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing AGM and being eligible offers themselves for reappointment. The Company has taken a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956.

TRADE RELATIONS

The Board desires to place on record its appreciation of the support and co-operation that your company received from suppliers, processors distributors, dealers, bankers and all others associated with your company. Your company regards them as partners in its journey of growth and progress.

PERSONNEL

The Board wishes to place on record its appreciation of the contribution made by all employees in improving over all performance during the year.

APPRECIATION

Your directors wish to place on record their appreciation of the whole-hearted and continued support extended by the investors, bankers and financial institutions.





On behalf of the Board

New Delhi Ashok Jaipuria

12th May, 2010 Chairman

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