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Directors Report of Cosmo First Ltd.

Mar 31, 2022

Your Directors are pleased to present their 45^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2022.

1. Summary Financial Results

The Financial Results of the Company for the year ended 31^st March, 2022			, were as follows:	('' in Cr)
Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31^st March 2022	31^st March 2021	31^st March 2022	31^st March 2021
Net Sales	2,824	2,083	3,038	2,285
Other Income	46	36	48	38
Profit before Interest, Depreciation and Tax	526	398	620	430
Finance Cost	37	40	40	42
Depreciation	58	53	63	59
Profit before Tax	430	305	517	329
Provision for Taxation
- Current Tax	75	53	80	56
- Deferred Tax	42	36	40	36
Profit After Tax	313	216	397	237
Earnings per Equity Share Basic	174.81	115.57	221.56	127.02
Diluted	171.21	114.39	216.99	125.72
Appropriations: Dividend-Equity Shares	64	45	64	45

margins due to balanced demand and supply scenario and operational efficiency.

As on 31^st March, 2022, Return on Capital employed stands at 29% and Return on Equity is 39%.

In coming years, B2B segments (focus towards growing speciality sales, specialized BOPET line, world''s largest BOPP and CPP lines) and B2C segments (D2C Petcare and specific speciality chemicals) will drive growth.

The Indian Packaging industry, which is one of the largest globally, is expected to register a CAGR of 27% during 2022-2027⁽¹⁾. The flexible packaging market in India is expected to grow at a CAGR of almost 11% during 2021-2025¹

To tap this opportunity, Company invested in specialized BOPET line likely to be commissioned in FY 2023 and a CPP line, BOPP line expected to be commissioned in FY 2025.

The Company launched several new products during the financial year including Antimicrobial Thermal Lamination Film, Enhanced Barrier Metalized BOPP Film, High Gloss Metalized Label Film, Direct Thermal Printable Film, High Scratch Resistant Metalized Film, Laser Printable (Dry Toner) both side Coated White Synthetic Paper, and 100% Opaque Synthetic Paper.

The Company''s focus shall continue to be on improving speciality films, R&D efforts particularly on sustainability which would yield results in coming years. These actions would continue to de-commoditize business model and would contribute in long term sustainable growth. Some of the new growth areas in speciality films being worked on include-

1. Synthetic Paper - Durable alternate to paper. Global 100 Thousand MT market (India 6 Thousand MT) - immense potential to grow,

2. Sustainable solutions,

3. Direct Thermal Printable Film (Cosmo is the first BOPP film producer to launch this film),

4. Sustainable PVC free solutions for graphic applications and

5. Shrink Label film

6. Heat Reduction film.

The speciality films sales have grown YoY in the last 3 years with 18% growth rate. The Companyâs speciality films sales stand at 70% during FY22. We are in process of ordering several other value add assets for further growth in the speciality sales and are looking for 80% run rate target from speciality by end of FY23.

Company is currently having six registered patents; seven in pipeline and another seven are being applied.

India''s pet care market is expected to grow at a value of '' 7,500 Crores by the end of the forecasted period (2021-2026), on account of rising nuclear families, double-income households, and change in lifestyle, urbanization, and increasing pet ownership ⁽³⁾ There are no large scale organized players in India offering end to end comprehensive solution to the customers. The Industry size, low penetration and high potential for growth provides a clear business opportunity. The Company launched Pet care with simultaneous launch of website, first mobile van and first experience center (retail store) during FY22 under the brand name Apart from being a retail outlet for goods and services, it provided vet consultation, diagnostic lab facilities and cafeteria. Facilities had also been built for imparting training to service providers. E-commerce website had been launched. Mobile app was being developed and expected to be launched soon. With this our offerings would be omni-channel. Product offering through stores and e-commerce also included designer clothing line for Pets under private label Beboji. For pet care the focus would be on scale-up and demerging the business vertical in medium term to drive shareholders'' valuation.

In the Speciality Chemicals - Textile Applications & Adhesive segment we plan to cater to niche speciality focused either to address current problem area for the Industry or significantly better product compared to currently available. The way forward is 20% revenue with 25% ROCE in about 5 years. The performance of Speciality Chemicals business is captured in detail under the head âDetails of Subsidiaries'' of this report.

To sum up, in the coming years the Company growth will be driven by specialized polyester line (commissioning in FY 2023) and new BOPP line (commissioning in FY 2025), continuing focus on speciality sales and diversification into speciality chemicals and Petcare business

3. Sustainability

The Company is aggressively working on several sustainability projects including but not limited to:

â¢ Offer mono-material poly-olefin films for ease of recycling,

â¢ Designed heat resistant BOPP films replacing BOPET; mostly used in print layer, giving last push to creation of mono-material structures,

â¢ Company has been partnering with some of the best global brands to offer structure rationalization for some time now,

â¢ Both BOPP and CPP films offer better yield, hence enabling reduced consumption of plastics,

â¢ Offer a suitable substitute for aluminum foil in form of its Ultra-High Barrier Films,

â¢ Offer Oxo-Biodegradable Films,

â¢ Use of Water Based Coatings,

â¢ Reutilization of reprocessed granules from waste material as input for film production,

â¢ Continuous efforts to reduce water usage, waste generation and GHG emissions,

â¢ Constant monitoring of parameters like noise, illumination, ventilation, air quality etc,

â¢ Rain water harvesting and reuse of effluent treated water,

â¢ All plants have partially shifted to the use of solar and wind power as a source of energy for all electrical purposes.

These steps will not only contribute to the environment but will also rationalize costs in coming quarters.

4. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to '' 1,292 Crores from '' 874 Crores in financial year 2021.

5. Details of Subsidiaries

The Company has nine subsidiaries including step down subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company''s subsidiaries in Form AOC-1, is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company place separate audited accounts of the Subsidiary Companies on its website at www.cosmsofilms.com.

The subsidiaries of Cosmo Films Limited as on 31^stMarch, 2022 are listed hereunder:

â¢ CF (Netherlands) Holdings Limited B.V.

â¢ Cosmo Films Japan, GK

â¢ Cosmo Films Singapore Pte Limited

â¢ Cosmo Films Korea Limited

â¢ Cosmo Films Inc.

â¢ CF Investment Holding Private (Thailand) Company Limited

â¢ Cosmo Films Poland SP. Z.O.O.

â¢ Cosmo Speciality Chemicals Private Limited

â¢ Cosmo Speciality Polymers Private Limited*

*Incorporated as wholly-owned subsidiary on 29^hJune, 2021

Operational Performance of Subsidiaries has improved significantly during financial year 2022 which is getting reflected in consolidated EBITDA. Subsidiaryâs EBITDA stood at '' 94 Crores against EBITDA at '' 32 Crores last year.

Growth in operational subsidiaries shall be key focus area for the Company in financial year 2023.

The vision behind establishing Cosmo Speciality Chemicals Private Limited was acquiring textile

auxiliary market in India and abroad by providing the most competitive quality products through innovations based on sustainable science. Its operational highlights are as follows:-

â¢ Textile Chemicals business which started commercial production in Q2 FY22 has taken off well. Within the first three months, the Company has commercialized 56 products and has started supplies to 40 customers. The Company continues to conduct extensive trials with the customers and expects to add many more customers in the coming month.

â¢ New R&D laboratories are operational for Textile and Adhesive developmental work. The Company''s R&D has successfully completed the development of 20 other textile chemical products, each with specific USPs. Some recently developed products include low temperature soaping agent, soft fill silicon, eco clay - environment friendly wetting agent etc. The Company plans to further enhance R&D capability.

â¢ Masterbatch production unit is fully operational and has successfully produced various master batches for in-house and external customers. Its consumption is growing continuously. Some recently developed masterbatches include white masterbatch, anti-stat (with 30% concentration), master batch for blown films etc.

â¢ Adhesive line had been delayed due to delay in government approvals (mainly covid disruptions). Company will start test marketing soon based on products sourced on job work basis.

6. Share Capital

During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On 31^st March, 2022, it stood at '' 18.17 Cr divided into 18,17,27,150 equity shares of '' 10/- each.

7. Reserve

The Company has not transferred any amount to Reserve during the Year.

8. Dividend

During the year, the Board of Directors declared total dividend of '' 35/- (350%) per Equity share of '' 10/-

each. First Interim Dividend of '' 25/- (250%) and Second Interim Dividend of '' 10/- (100%) declared on 16^th September, 2021 and 25^th January, 2022 respectively which has been paid.

The first and the second Interim Dividend so declared is the Dividend on the Equity Shares of the Company for the Financial Year ended 31^stMarch, 2022.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) the Dividend Distribution Policy is available on the Company''s website at https://www.cosmofilms.com/policies

9. Research and Development (R&D)

R&D few focus areas includeâ:

Films Business-

â¢ Established in house coating manufacturing facility with a capacity of 2400 MT per year;

â¢ 5 new coatings started;

â¢ Launched a heat resistant BOPP based film called TeploR, to replace BOPET films;

â¢ The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

â¢ Increasing the occupancy of value adds in the product baskets;

â¢ Efforts towards down gauging in products;

â¢ Reducing consumption of raw materials & fuel thereby reducing the carbon footprint;

â¢ Support water based printing and complete replacement of solvent based coatings with water based coatings.

Master Batches

â¢ Established 11 new in house master batches for BOPP and CPP Applications including speciality additive master batches and matte compound.

â¢ Established 3 master batches for customers in blown film and for extrusion coating applications.

Textile Chemicals

â¢ Launched 56 new products for the pretreatment, dyeing and finishing processes for textiles.

â¢ Most of the products are GOTS and ZDHC certified and catering to all small scale to corporate textile manufacturers.

10. Capital Expenditure

Your Company has four state of the art manufacturing facilities spread across India (3) and Korea (1), with a total installed capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 22,000 MT per annum of Metalized Films, 20,000 MT per annum of Coated Films and 10,000 MT per annum of CPP Films. During the year under review, your Company incurred capital expenditure of '' 282.97 Cr as compared to '' 74.57 Cr for Financial Year 2021.

The capital expenditure incurred during Financial Year 21-22 shall facilitate enhanced sale of speciality films, sustainability initiatives and solar power as a source of energy.

11. Corporate Governance

Cosmo is committed to maintaining 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 Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Listing Regulations is included in the Annual Report in Annexure - A.

12. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s

policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firm of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

13. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report. Details of the composition of the Risk Management Committee, Meetings held, attendance

of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

14. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism for 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 is accessible on the Company''s website at www.cosmofilms.com.

15. Diversity of the Board

The Company believes that diversity is important to the work culture at any organisation. 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.

16. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Re-appointment- Other Directors

Mr. A. K. Jain, Executive Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Arjun Singh has been appointed as Additional Director under the category of Independent Director w.e.f. 27^th October, 2021 for a period of 5 years subject to the approval of shareholders at the 45^th Annual General Meeting

The details of the proposed appointment/ reappointment of Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 45^th Annual General Meeting (AGM) of your Company.

Mr. Har Kishanlal Agrawal, is acting as Independent Director of the Company. His present tenure of five years is from 25^th July, 2019 to 24^th July, 2024.

Mr. Hoshang Noshirwan Sinor, is acting as Independent Director of the Company. His present tenure of five years is from 22^nd May, 2020 to 21^st May, 2025.

Ms. Alpana Parida Shah, is acting as Independent Director of the Company. Her present tenure of five years is from 15^th May, 2019 to 14^th May, 2024.

Mr. Anil Wadhwa, is acting as Independent Director of the Company. His present tenure of five years is from 23^rd May, 2018 to 22^nd May 2023.

Mr. Rakesh Nangia, is acting as Independent Director of the Company. His present tenure of five years is from 10^th November, 2020 to 9^thNovember, 2025.

Mr. Pratip Chaudhuri, is acting as Non Independent Non Executive Director of the Company. He is covered under the category of director liable to retire by rotation.

(d) Independent Directors Declaration

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

17. Statement of Board of Directors

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

18. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnel''s continue as KMPs as per the definition under Section 2(51) and Section 203 of the Companies Act, 2013:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director - Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

19. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

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

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company''s operations.

2) An opportunity to interact with the CEO, CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarisation programme may be accessed on the Company''s corporate website at www.cosmofilms.com.

20. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmo''s remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its HR, 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 at www.cosmofilms.com.

Disclosure of details of payment of remuneration to Managerial Personnel under Schedule V(C)(6) of Listing Regulations forms part of the Corporate Governance Report.

21. Performance Evaluation of the Board, Committees and Individual Directors

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

â¢ Board/Committees composition;

â¢ Structure and responsibilities thereof;

â¢ Ethics and Compliance;

â¢ Effectiveness of Board processes;

â¢ Participation and contribution by members;

â¢ Information and functioning;

â¢ Specific Competency and Professional Experience /Expertise;

â¢ Business Commitment & Organisational Leadership;

â¢ Board/Committee culture and dynamics; and

â¢ Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such evaluation are presented to the Board of Directors.

22. Board and Committee Meetings

During Financial Year 2022, Six (6) meetings of the Board of Directors and Five (5) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under

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 the Corporate Governance Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

23. Auditors

(a) Statutory Auditors

M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 000050N/N500045) were appointed as the statutory auditors of the Company in the 43^rdAnnual General Meeting held on 7^th August, 2020, to hold office for a period of five consecutive years from the conclusion of the 43^rd Annual General till the conclusion of the 48^th Annual General Meeting to be held in the year 2025. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are selfexplanatory. During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

(b) Cost Auditors

Mr. Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year 2023. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

In terms of the Section 148 of the Companies Act, 2013 (âthe Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated

that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

The Company had appointed M/s. BLAK & Co., Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year 2022. The Secretarial Audit report is annexed herewith as Annexure - B to this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report. During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

24. Related Party Transaction

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 Companies Act, 2013, 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 are set out in Note 45 to the standalone financial statements forming part of this Annual Report.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company''s website at www.cosmofilms.com.

No Material Related Party Transactions (i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last

audited financial statements) were entered during the year by your Company except the sale to its wholly owned subsidiary- Cosmo Films Inc. As per Listing Regulations, transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval are exempt from obtaining shareholders'' approval. The disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013, in Form AoC - 2 is attached as Annexure - C.

25. Managementâs 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.

26. Business Responsibility Report

Pursuant to regulations 34 of the Listing Regulations, Business Responsibility Report for the year is presented in a separate section forming part of the Annual Report.

27. 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.

28. 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 - D to this report.

29. Particulars of Loans, Guarantees or Investments

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

30. Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts

or the Tribunals impacting the going concern status and the Company''s operations in future.

31. Change in Nature of Business, if any

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

32. Material Changes and Commitments, if any, Affecting Financial Position of The Company

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31^st March, 2022 and the date of Board''s Report.

33. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year Financial Year 2022 to the NSE and the BSE where the Company''s equity shares are listed.

34. Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.cosmofilms.com/notifications-notices

35. Investor Education and Protection Fund (IEPF)

Details of Unclaimed Dividend and Shares transferred to IEPF during Financial Year 2021-22 are given in Corporate Governance Report.

36. Corporate Social Responsibility

As a socially responsible Company, Cosmo is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this

Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - E to this Report.

37. Promotion of Womenâs Well Being at Work Place

Cosmo Films has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said act. There have been no complaints of sexual harassment received during the year.

38. 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 - F to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

39. Employee Stock Options

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as Cosmo Films Shares Based Employee Benefit Scheme, 2021 (âCF SBEB Schemeâ). The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section

The details of the CF SBEB Scheme form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website at www.cosmofilms.com.

40. Directorâs Responsibility Statement

Pursuant to the 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 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 31^st March, 2022 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.

41. Awards & Accolades

During the Year, Company has bagged:

â¢ the SIES SOP Star Award under the Packaging Materials & Components for One side printable & other side Barrier coated Face stock Film;

â¢ the SIES SOP Star Awards under the Packaging Materials & Components category for its Liner less Label Films and both side Top Coated Film;

* the IFCA Star Award under the Innovations in Structure category for its CPP Specialized Film;

* the IFCA Star Award under the Innovations category for its Heat Resistant BOPP Film;

* the National Level Scale Award (Exemplary Position) for Supply Chain and Logistics Excellence under Chemicals Category at the CII Conference in Bangalore in 2021.

42. Secretarial Standards

During the Financial year 2022, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

43. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory

authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of DirectorsAshok Jaipuria Chairman

Date: May 09, 2022 Place: New Delhi

Overview of Performance

During the financial year 2022, on consolidated basis the Company registered sales of '' 3,038 crores with more than 17% volume growth of speciality sales. Consolidated EBITDA for the year increased by 44% to '' 620 crores against '' 430 crores in financial year 2021 primarily due to higher speciality sales by more than 17%, better BOPP films margins due to balanced demand and supply scenario, operational efficiency and better performance by subsidiaries. Your Company has registered 74% growth in EPS during the year. Companyâs net debt has reduced to '' 303 crores from '' 438 crores as on 31^st March, 2022 with 0.5 times net debt/EBlTDA ratio.

On Standalone basis, the Company registered sales of '' 2,824 crores with double digit volume growth of speciality sales. Standalone EBITDA for the year increased to '' 526 crores against '' 398 crores in financial year 2021 primarily due to higher speciality sales, better BOPP films

Mar 31, 2018

The Directors are pleased to present their 41^st Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2018.

1. Summary Financial Results

The Financial Results of the Company for the year ended March 31, 2018, were as follows: (Rs. in Cr)

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2018	31st March 2017*	31st March 2018	31st March 2017*
Net Sales	1826.58	1457.84	1936.23	1586.92
Other Income	34.84	14.93	34.51	15.47
Profit before Interest, Depreciation and Tax	181.09	185.54	167.59	169.21
Finance Cost (including interest)	50.12	34.42	52.38	35.91
Depreciation	45.50	36.42	51.21	42.11
Exceptional Item	-	-	-	-
Profit before Tax	85.47	114.70	64.00	91.19
Provision for Taxation
- Current Tax	15.33	20.50	15.82	20.68
- Deferred Tax	(14.75)	(13.78)	(16.25)	(15.25)
Profit After Tax	84.89	107.98	64.43	85.74
Extraordinary Item	-	-	-	-
Profit after Tax Including Extraordinary Item	84.89	107.98	64.43	85.74
Minority Interest	-	-	-	-
Appropriations:
Dividend-Equity Shares	-	-	-	-
Dividend Tax	-	-	-	-
General Reserve	-	-	-	-

Note: The Company has adopted Indian Accounting Standard (referred to as âInd ASâ) with effect from April 1, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

2. Overview of Performance

In financial year 2018, Net Sales increased by 22% to Rs. 1936 crores from Rs. 1587 crores in financial year 2017. Sales volume grew by 25% with 20% growth in Speciality films. BOPP film margins continued to be volatile and wiped out gains of volume increase and better product mix.

Companyâs continuous focus on improving operational efficiencies helped in maintaining EBIDTA level. Consolidated EBIDTA for the financial year 2018 is Rs. 168 crores against Rs. 169 crores in financial year 2017. PAT and EPS dropped from last year primarily due to higher interest and depreciation of the new BOPP line commissioned last year. Consolidated PAT for financial year 2018 is Rs. 64 crores against Rs. 85 crores to that of last year.

Key focus areas for the financial year 2018 were -

- Creating Customer Centric Culture including Robust Service Offer, New Offices Overseas, CRM, Establishing tripartite partnership between us, Converters and Brand Owners

- Improving Product Mix towards Value Add, in line with objective to de-commoditize the business model. Speciality Films sale grew 20% over last year.

- Improving utilisation of new BOPP capacity commissioned in 2017, which resulted in 25% increase in volume.

- Continuous focus on improving Internal Operational Efficiencies

Company launched many new products during the financial year. Under Packaging films category, BOPP Conduction Sealing Film, High Metal Bond CPP Film, BOPP Film for SOAP Wrapping were launched. Under Label category, Metalized Label Film was introduced. Under Industrial film category, Cosmo Synthetic Paper and Tape Release Film was launched. Besides these in the Lamination Category, Universal PET Lidding Film and Black and Metalised Velvet Film was launched.

In the coming year, management focus shall continue to be on expanding speciality, close to optimum utilisation of capacity and improving internal efficiencies.

3. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to Rs. 777 Crores from Rs. 638 Crores in financial year 2017.

4. Share Capital

During the year under review, there was no change in the Companyâs issued, subscribed and paid-up equity share capital. On March 31, 2018, it stood at Rs. 19.44 Crores divided into 1,94,40,076 equity shares of Rs. 10/- each.

5. General Reserve

The Company has not transferred any amount to General Reserve during the Year.

6. Dividend

Equity dividend of Rs. 6.00/- per share (Previous Year Equity dividend of Rs. 10.00/- per share) has been recommended by the Board of Directors for the year ended March 31, 2018 amounting to Rs. 11.66 Crores (Previous Year Rs. 19.44 Crores) on the Equity Share capital.

7. Details of Subsidiaries

During the year under review, CF (Netherland) Holding Limited B.V., a wholly owned subsidiary of the Company has setup a wholly owned step down subsidiary in Poland namely Cosmo Films Poland SP Z.O.O. for the purpose of sale and distribution of its products manufactured by Company and/or its subsidiaries.

The Company now has seven wholly owned subsidiaries. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Companyâs subsidiaries in Form AOC-1, is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.cosmsofilms.com.

The subsidiaries of Cosmo Films Limited as on March 31, 2018 are listed hereunder:

- CF (Netherlands) Holdings Limited B.V.

- Cosmo Films Japan, GK

- Cosmo Films Singapore Pte Limited

- Cosmo Films Korea Limited

- Cosmo Films Inc.

- CF Investment Holding Private (Thailand) Company Limited

- Cosmo Films Poland SP. Z.O.O.

8. Research and Development (R&D)

The Company is focussing its research activities on speciality labels, high barrier films and synthetic paper film. Other focus area include:

- The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

- Increasing the occupancy of value adds in the product baskets;

- Efforts towards down gauging in products;

- Reducing consumption of raw materials & fuel thereby reducing the carbon footprint

9. Capital Expenditure

Your Company has five state of the art manufacturing facilities spread across India (3), US (1) and Korea (1), with a total installed capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 22,200 MT per annum of Metalized Films,10,000 MT per annum of Coated Films and 10000 MT per annum of CPP Films. The Company has recently added new line for production of CPP Films and metalized films at Karjan Gujarat. This line is having capacity of 7500 MT per annum. During the year under review, your Company incurred capital expenditure of Rs. 71.09 Cr as compared to Rs. 22.10 Cr for F.Y. 2017.

10. Corporate Governance

Cosmo is committed to maintaining 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 DirectorsâReport and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is included in the Annual Report in Annexure - A.

11. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

12. Risk Management

Cosmo has a robust process in place to identify key risks across the organisation and prioritise relevant action plans to mitigate these risks. The Risk Management Committee has been entrusted with the responsibility to assist the Board members about the risk assessment and its minimization procedures, which includes discussing the management submissions on risks, prioritising key risks and approving action plans to mitigate such risks.

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. A report on the various risks that may pose challenge to your Company are set out as a part of Management, Discussion and Analysis section of this report.

Cosmoâs Risk Policy has been uploaded on Companyâs website at www.cosmofilms.com.

13. Vigil Mechanism / Whistle Blower Policy

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

14. Diversity of the Board

15. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Reappointment

Ms. Alpana Parida is Non Executive and Non Independent Director of the Company and is retiring by rotation. She being eligible offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Anil Wadhwa has been appointed as Additional Director under the category of Independent Director w.e.f. 23^rd May, 2018.

(c) Status of Directors

Mr. Anil Kumar Jain is Whole Time Director of the Company. Mr. Rajeev Gupta, Mr. H.K. Agrawal, Mr. Ashish Guha, Mr. Pratip Chaudhuri, Mr. H. N. Sinor and Mr. Vivek Nangia are the Independent Directors of the Company.

(d) Independent Directors Declaration

16. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnelâs have been designated as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director of Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. Familiarization Programme for the Independent Directors

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

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Companyâs operations

The details of the familiarisation programme may be accessed on the Companyâs corporate website (www.cosmofilms.com).

18. Remuneration Policy

Your Company is driven by the need to foster a culture of leadership with mutual trust. Cosmoâs remuneration policy, which is aligned to this philosophy, is designed to attract, motivate, retain manpower and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork besides offering appropriate remuneration package. 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 Companyâs website (www.cosmofilms.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. Performance Evaluation of the Board

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

20. Board and Committee Meetings

The Company prepares a calendar and circulates to all the directors in advance. During F.Y. 2018, Five (5) meetings of the Board of Directors and Five (5) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

21. Auditors

(a) Statutory Auditors

M/s. Walker, Chandiok & Co. LLP Chartered Accountants were appointed as Statutory Auditors of the Company in the 38^th AGM (held on 06^th August, 2015) to hold office for a period of 5 years until the conclusion of the 43^rd Annual General Meeting subject to ratification at every Annual General Meeting

However, in accordance with the Companies Amendment Act, 2017, enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Therefore, they will continue as Statutory Auditors for next financial year.

(b) Cost Auditors

M/s. Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year F.Y. 2018. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

(c) Secretarial Auditors

The Company has appointed M/s. DMK Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year ended March 31, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. Auditors mentioned in their report that the Company is not having valid renewal of Fire NOC for its plant located at Waluj, Aurangabad, Maharashtra. Company has already applied for its renewal.

22. Related Party Transaction

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 armâs length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 42 to the standalone financial statements forming part of this Annual Report.

No Material Related Party Transactions, i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Companyâs website (www.cosmofilms.com).

23. Managementâs Discussion and Analysis Report

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

24. 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.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

26. Particulars of Loans, Guarantees or Investments

27. Significant and Material Orders Passed by The Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companyâs operations in future.

28. Change in Nature of Business, if any

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

29. Material Changes and Commitments, if any, Affecting Financial Position of The Company

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2018 and the date of Boardâs Report.

30. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year F.Y. 2018 to the NSE and the BSE where the Companyâs equity shares are listed.

31. Extract of the Annual Return

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is enclosed as Annexure - D to this Annual Report.

32. Corporate Social Responsibility

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure - E to this Report.

33. Promotion of Womenâs Well Being at Work Place

Cosmo Films has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. There have been no complaints of sexual harassment received during the year.

34. Particulars of Employees And Related Disclosures

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

35. Employee Stock Options

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as âCosmo Films Employee Stock Option Plan, 2015â. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014 and is administered by the HR, Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the Companies Act, 2013.

The details of the Employee Stock Options Plan form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website www.cosmofilms.com

36. Directorâs Responsibility Statement

I. In 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, 2018 and of the profits of the Company for the year ended on that date

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.

37. Awards & Recognition

During the Year, Company has been awarded the prestigious SAP HAnA Visionary Award and SIES SOP and IFCA Star award.

38. Compliances with Secretarial Standards

During the year, the Company is in compliance of both erstwhile and revised Secretarial Standard -1 (Meetings of the Board of Directors), Secretarial Standard-2 (General Meetings) effective from 1^st October, 2017 and Secretarial Standard - 3 (Dividend) effective from 1^st January, 2018.

39. Acknowledgement

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of Cosmo. Your Directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the Board of Directors

Ashok Jaipuria

Chairman

Date : May 23, 2018

Place : New Delhi

Mar 31, 2017

The Directors are pleased to present their 40^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2017.

1. Summary Financial Results

The Financial Results of the Company for the year ended March 31, 2017, were as follows:

(Rs. in Cr)

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2017	31st March 2016	31st March 2017	31st March 2016
Net Sales	1450.63	1,434.44	1580.09	1,615.58
Other Income	15.87	10.22	15.63	10.58
Profit before Interest, Depreciation and Tax	181.99	201.46	167.26	196.84
Finance Cost (including interest)	28.80	28.78	30.29	30.18
Depreciation	34.00	31.17	39.69	35.68
Exceptional Item	(0.42)	(6.36)	(2.48)	(6.94)
Profit before Tax	118.77	135.15	94.80	124.04
Provision for Taxation
- Current Tax	(3.21)	4.84	(3.03)	4.85
- Deferred Tax	10.43	22.04	8.98	22.95
Profit After Tax	111.55	108.27	88.85	96.24
Extraordinary Item	-	-	-	-
Profit after Tax Including Extraordinary Item	111.55	108.27	88.95	96.24
Minority Interest	-	-	-	-
Appropriations:
Dividend-Equity Shares	-	19.44	-	19.44
Dividend Tax	-	3.96	-	3.96
General Reserve	-	-	-	-

Note: Previous year figures have been restated wherever necessary

2. Overview of Performance

During the financial year 2017, Speciality sales of the Company grew about 20% on YoY basis. On full year basis, revenue marginally declined by (2.2%) to Rs.1,580 crores from Rs.1,616 crores in financial year 2016, however there was 5% increase in sales volume. This lower sales price realization is primarily due to reduced raw material prices where the benefit was then passed on to the end customers. In addition, there was drop in commodity film prices which to some extent was compensated by an increase in the sale of higher margin specialty products and benefits from operational efficiency improvements.

During the Financial Year 2017 EBITDA declined to Rs.167 crores from Rs.197 crores in Financial Year 2016 with margins under pressure for most part of the second half (post mid November 2016) due to the impact of demonetization. However, margins started to recover since the start of the year and with an increasing focus towards the higher margin Specialty Film category and new product launches for Value Added Films. These business developments are likely to support the move toward normalized margins in the coming quarters.

During the financial year, the Company was able to avail tax deduction on the new investment in plants and machinery allowable under the Income Tax Act. As the Company commissioned new investment in the plant and machinery it was eligible for investment allowance having overall impact of Rs.9.8 Crores on its tax.

Companyâs overseas subsidiaries continue to be on improving trend operationally. The overseas subsidiaries achieved a break even in quarter four taken together at EBITDA level.

Company launched many new products during the financial year. Under packaging films category, high moisture barrier films, aroma barrier films, aroma and oxygen barrier films were launched. These films have excellent moisture and gas barrier properties. Under lamination category, black velvet lamination films, scuff free matte lamination films were introduced. Under industrial film category, low noise tape was launched that is easy to release and generates low noise on unwinding. Besides these there were many other new product launches.

3. Exports

The Company continues to strengthen its exports through brand visibility initiatives taken during the year. Exports during the year increased to Rs.638 Crores from Rs.612 Crores in financial year 2016.

4. Share Capital

During the year under review, there was no change in the Companyâs issued, subscribed and paid-up equity share capital. On March 31, 2017, it stood at Rs.19.44 Cr divided into 1,94,40,076 equity shares of Rs.10/- each.

5. General Reserve

The Company has not transferred any amount to General Reserve during the Year.

6. Dividend

Equity dividend of Rs.10.00 per share (Previous Year Interim Dividend of Rs.10.00/- per share) has been recommended by the Board of Directors for the year ended March 31, 2016 amounting to Rs.19.44 Crores (Previous Year Rs.19.44 Crores) on the Equity Share capital.

7. Details of Subsidiaries

(a) Subsidiaries Ceased during the Year

- With effect from October 28, 2016, Cosmo Films (Netherlands) Cooperatief U.A, a step down wholly owned subsidiary of CF Global Holdings Ltd, (the wholly owned subsidiary of Cosmo Films Limited) stands liquidated. The liquidation has no effect on shareholding pattern of Cosmo Films Limited.

- With effect from March 31, 2017, CF Global Holdings Ltd, a (the wholly owned subsidiary of Cosmo Films Limited) stands liquidated. The liquidation has no effect on shareholding pattern of Cosmo Films Limited. Consequently CF (Netherlands) Holdings Limited B.V becomes the direct wholly owned subsidiary of Cosmo Films Limited.

(b) Subsidiaries as on 31^st March, 2017 and related Disclosure

Post the development, the Company has six wholly owned subsidiary companies. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries. Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Companyâs subsidiaries, is enclosed as Annexure - A to this Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.cosmofilms.com. The subsidiaries of Cosmo Films Limited as on March 31, 2017 are listed hereunder:

- CF (Netherlands) Holdings Limited B.V

- Cosmo Films Japan, GK

- Cosmo Films Singapore Pte Limited

- Cosmo Films Korea Limited

- Cosmo Films Inc.

- CF Investment Holding Private (Thailand) Company Limited

8. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus on providing innovative solutions as opposed to simply producing commodity films. With these consistent efforts in research and development activities, Cosmo is well placed to benefit from accelerated growth and drive new product development globally. Recently Cosmo has developed a special BOPP film that enhances the moisture resistance of cement bags. The film is used for laminating block bottom cement bags which are made of woven PP material and is already in commercial use by leading cement brands. Cosmoâs special film provides additional protection to the contents by adding a moisture barrier while enhancing the print quality of the packaging.

- Expenditure on Research & Development

Particulars	31st March, 2017	31^stMarch, 2016

A. Capital	4.33	0.31
B. Recurring	4.06	3.73
Total	8.39	4.04

The Company is focussing on specialty labels and high barrier films. Other focus area include:

- The identification of technical (product/ applications) growth areas through customer activities, exhibitions, publications and technical interactions;

- Increasing the occupancy of value adds in the product baskets;

- Efforts towards down gauging in products;

- Reducing consumption of raw materials & fuel thereby reducing the carbon footprint

9. Capital Expenditure

Your Company has five state of the art manufacturing facilities spread across India (3), US (1) and Korea (1), with a manufacturing capacity of 196,000 MT per annum of BOPP films, 40,000 MT per annum of Thermal Lamination Films, 15,000 MT per annum of Metalized Films and 10,000 MT per annum of Coated Films. The Company has recently added a new line for the production of BOPP films at Karjan, Gujarat ahead of its schedule and at capital cost lower than planned. The line is 10.4 meter wide with a capacity of 60,000 MT per annum and is considered to be the most advanced line in India. The new installed capacity is expected to add an additional 35% to 40% production volume in Financial Year 2018.

During the year under review, your Company incurred capital expenditure of Rs.221.19 Cr as compared to Rs.83.83 Cr for F.Y. 2016.

10. Corporate Governance

Cosmo 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 Directorsâ Report and the certificate from the Practicing Company Secretary confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is included in the Annual Report in Annexure - B.

11. Internal Controls Systems and Their Adequacy

The Company has in place a strong system of internal controls, commensurate with the nature of its business and the size and complexity of its operations. These systems ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported quickly. The systems are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, plant facilities and key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the Audit Committee of the Board. This process is standardized and generates alerts for proper and timely compliance.

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. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

12. Risk Management

Cosmoâs Risk Policy has been uploaded on Companyâs website at www.cosmofilms.com.

13. Vigil Mechanism / Whistle Blower Policy

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

14. Diversity of the Board

15. Directors

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Appointment and Reappointment

Mr. Vivek Nangia has been appointed as Additional Director of the Company in capacity of Non Executive Independent Director w.e.f. 03, November, 2016. Mr. Anil Kumar Jain is Whole Time Director of the Company retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Ms. Alpana Parida is Non Executive and Non Independent Director of the Company. Mr. Rajeev Gupta, Mr. H.K. Agrawal, Mr. Ashish Guha, Mr. Pratip Chaudhuri, and Mr. H. N. Sinor are the Independent Directors of the Company.

(d) Independent Directors Declaration

16. Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnelâs have been designated as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Ashok Jaipuria, Chairman & Managing Director

2. Mr. A. K. Jain, Director of Corporate Affairs

3. Mr. Pankaj Poddar, Chief Executive Officer

4. Mr. Neeraj Jain, Chief Financial Officer

5. Ms. Jyoti Dixit, Company Secretary

17. Familiarization Programme for the Independent Directors

The induction programme includes:

1) For each Director, a one to one discussion with the Chairman and Managing Director to familiarise the former with the Companyâs operations

The details of the familiarisation programme may be accessed on the Companyâs corporate website (www.cosmofilms.com).

18. Remuneration Policy

Members can download the complete remuneration policy on the Companyâs website (www.cosmo films.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. Performance Evaluation of the Board

In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

20. Board Meetings

The Company prepares a calendar and circulates to all the directors in advance. During F.Y. 2017, Five (5) meetings of the Board of Directors and four (4) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

21. Auditors

(a) Statutory Auditors

M/s. Walker, Chandiok & Co. LLP Chartered Accountants were appointed as Statutory Auditors of the Company in the 38^th AGM (held on 06th August, 2015) to hold office for a period of 5 years until the conclusion of the 43^rd Annual General Meeting, subject to ratification by members at every AGM.

The Statutory Auditors seek ratification of their appointment for the Financial Year 2017-18 at the ensuing Annual General Meeting.

The Company has received a letter from Walker, Chandiok & Co. LLP, Chartered Accountants, expressing their willingness for their appointment to be ratified as Statutory Auditors of the Company and further confirmed that their ratification, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Audit Committee of at its Meeting has recommended their ratification for the F.Y. 2017-18.

(b) Cost Auditors

Messrs Jayant B. Galande, Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year F.Y. 2017. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the ensuing AGM.

The Company has appointed M/s. DMK Associates, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the Financial Year ended March 31, 2017. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report, annexed as Annexure - C to this report, does not contain any qualifications, reservation or adverse remarks.

22. Related Party Transaction

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 armâs length basis. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 30 to the standalone financial statements forming part of this Annual Report.

As per the Listing Regulations, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Companyâs website (www.cosmofilms.com).

23. Managementâs Discussion and Analysis Report

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

24. 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.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

26. Particulars of Loans, Guarantees or Investments

27. Significant and Material Orders Passed by The Regulators or Courts

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companyâs operations in future.

28. Change in Nature of Business, if any

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

29. Material Changes and Commitments, if any, Affecting Financial Position of The Company

Your Company closely monitors the growing need of the retail and packaging industry and in order to meet the growing demand Company has recently announced a further plan to set up a new production line for Specialized Polyester (Biaxially-Oriented Polyethylene Teerphthalate) Film at Aurangabad, Maharashtra with capacity of 36,000 MT per annum. This line will require an investment of about Rs.250 Crores which will be funded through internal accruals and debt. The line is scheduled to be commissioned by quarter three of financial year 2019.

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between March 31, 2017 and the date of Boardâs Report.

30. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year F.Y. 2018 to the NSE and the BSE where the Companyâs equity shares are listed.

31. Extract of the Annual Return

32. Corporate Social Responsibility

33. Promotion of Womenâs Well Being at Work Place

Cosmo Films has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. There have been no complaints of sexual harassment received during the year.

34. 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) Amendment Rules, 2016 is also enclosed as Annexure - G (i) to this Report.

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) Amendment Rules, 2016 is enclosed as Annexure - G (ii) to this Report.

35. EMPOLYEE STOCK OPTIONS

The details of the Employee Stock Options Plan form part of the Notes to accounts of the Financial Statements in this Annual Report and also available on our website www.cosmofilms.com.

36. Directorâs Responsibility Statement

I. In 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, 2017 and of the profits of the Company for the year ended on that date

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.

37. Awards & Recognition

During the Year, India Ratings and Research (Ind-Ra), a Fitch group company in its rating review has upgraded Cosmo Films Ltd.âs (CFL) long-term credit rating to âIND A â from previous rating of âIND Aâ.

38. Acknowledgement

For and on behalf of the Board of Directors

Ashok Jaipuria

Chairman

Date : May 17, 2017

Place : New Delhi

Mar 31, 2015

Dear Members,

The Directors present the 38th Annual Report and the Audited Accounts for the year ended March 31, 2015.

(Rs. in crores)

Standalone Consolidated

1. FINANCIAL RESULTS 2014-15 2013-14 2014-15 2013-14

Net Sales 1472.59 1250.14 1640.56 1456.50

Other income 9.86 13.93 11.17 18.62

Profit before interest, depreciation and tax 126.13 110.97 109.31 115.42

Finance Cost (including Interest) 38.25 40.19 39.88 43.22

Depreciation 30.05 40.34 34.54 45.32

Exceptional Item (9.20) (20.50) 3.33 (28.68)

Profit before Tax 48.63 9.94 38.22 (1.80)

Provision for

* Current Tax (0.32) 1.17 3.90 4.12

* Deferred tax 8.54 0.69 6.66 (0.42)

Profit after Tax 40.41 8.08 27.66 (5.50)

Extraordinary Item - - - -

Profit after tax including extraordinary item 40.41 8.08 27.66 (5.50)

Minority Interest - - - -

APPROPRIATIONS

Less:

Dividend-Equity shares 6.80 1.94 6.80 1.94

Dividend Tax 1.39 0.33 1.39 0.33

General Reserve 4.04 - 4.04 -

2. DIVIDEND

Equity dividend of Rs. 3.50 per share (Previous Year Rs. 1/- per share) has been recommended by the Board of Directors for the year ended March 31,2015 amounting to Rs. 6.80 Crores (Previous Year Rs. 1.94 Crores) on the Equity Share capital.

3. OPERATIONS

On year to year basis net sales has increased by 17.80% on standalone and by12.64% on consolidated basis. .Profit after Tax of the Company has registered an increase by 4 times on standalone basis and 6 times on consolidated basis.

4. EXPORTS

The Company continues to maintain its position of leading BOPP film exporter from India. Exports registered an increase of 28.58% from Rs. 539 crores in 2013-14 to Rs. 693 crores in 2014-15.

5. R & D

Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in BOPP and Speciality Films.

6. DETAILS OF SUBSIDIARY COMPANIES

During the year, CF Global Holdings Limited, the Company's wholly owned subsidiary a) has acquired the entire holding of minority shareholders in its step down subsidiary resulting into all its step down subsidiaries becoming wholly owned b) acquired a step down subsidiary namely CF Investment Holding Private (Thailand) Company Limited, Thailand.

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

The financial performance of each of the subsidiaries is included in the consolidated financial statements of your Company is set out in the Annexure A to this Report

7. CORPORATE GOVERNANCE

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

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report.

8. EXTRACT OF ANNUAL RETURN

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

9. DIRECTORS

(a) Chairman

Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company.

(b) Reappointment

Mr. Anil Kumar Jain, Director -Corporate Affairs retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

(c) Status of Directors

The status of Mr. Rajeev Gupta has changed from Non - Independent and Non- Executive Director to Independent Director w.e.f. May 22, 2015 subject to the approval of shareholders his appointment be reconfirmed as Independent Director of the Company for a tenure of five (5) years. Ms. Alpana Parida is Non-Independent and Non-Executive Director of the Company. Mr. H.K. Agrawal and Mr. Ashish Guha are the Independent Directors of the Company.

(d) Additional Directors

Mr. Pratip Chaudhuri and Mr. H. N. Sinor, 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.

(e) Resignation and Cessation

Mr. Ramakant Dwivedi and Mr. Suresh Rajpal resigned from the Directorship of the Company w.e.f. October 30, 2014 and May 22, 2015 respectively. On his demise Mr. R. Vasudevan ceased to be Director of the Company w.e.f November 04, 2014.

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.

10. KEY MANAGERIAL PERSONNEL

Mr. Pankaj Poddar, Chief Executive Officer and Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, 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.

11. 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 HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

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

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. 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.

16. 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 HR, Nomination and Remuneration Committee. The details are outlined in the Corporate Governance Report.

17. 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 30 to the standalone 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.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure C to this Report.

19. RISK MANAGEMENT

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

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.

20. 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.

21. AUDITORS

Statutory Audit:

M/s. Walker, Chandiok & Co. LLP 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 Walker, Chandiok & Co. LLP, 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 M/s. Walker, Chandiok & Co. LLP, Chartered Accountants, as statutory auditors of the Company for the period of five (5) years from the conclusion of the ensuing Annual General Meeting (subject to ratification of their appointment by Members at every Annual General Meeting to be held after this meeting) till the conclusion of the forty third (43rd) Annual General Meeting of the Company to be held in the calendar year 2020.

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 D."

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 Messrs Jayant B. Galande, Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 2,00,000/- 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.

22. AUDITORS' REMARKS

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

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

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

24. CHANGE IN NATURE OF BUSINESS, IF ANY

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

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. 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.

27. 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 F 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 F 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.

28. RESERVES

The Company transferred an amount of 4.04 Crores to the General Reserves.

29. 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.

On behalf of the Board

Sd/- Ashok Jaipuria Chairman

Place: New Delhi Date: 07 July, 2015

Mar 31, 2014

Dear Member,

The Directors present the 37th Annual Report and the Audited Accounts for the year ended March 31, 2014.

(Rs. in crores)

Standalone Consolidated FINANCIAL RESULTS 2013-14 2012-13 2013-14 2012-13

Net Sales 1250.14 1028.76 1456.50 1248.50 Other income 13.93 17.18 18.62 25.12 Profit before interest, depreciation and tax 110.97 81.61 115.42 106.71 Finance Cost (including Interest) 40.19 22.74 43.22 29.01 Depreciation 40.34 33.17 45.32 38.81 Exceptional Item (20.50) (5.75) (28.68) (17.22) Profit before Tax 9.94 19.95 (1.80) 21.67 Provision for - Current Tax 1.17 2.16 4.12 8.29 - Deferred tax 0.69 3.66 (0.42) 2.05 Profit after Tax 8.08 14.13 (5.50) 11.33 Extraordinary Item - - - - Profit after tax including extraordinary item 8.08 14.13 (5.50) 11.33 Minority Interest - - - - APPROPRIATIONS Less: Dividend-Equity shares 1.94 4.86 1.94 4.86 Dividend Tax 0.33 0.83 0.33 0.83 General Reserve - 1.41 - 1.41

DIVIDEND

Equity dividend of Re. 1 per share (Previous Year Rs. 2.5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2014 amounting to Rs. 1.94 Crores (Previous Year Rs. 4.86 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has increased by 21.50% on standalone and by 16.60% on consolidated basis. Operational Profits of the Company has registered an increase of 35.90% on standalone basis and 8.16% on consolidated basis. The Company has commissioned production from its new plant located at Shendra, SEZ, Aurangabad during the year.

The capacity addition in the industry along with unexpected increase in raw material cost has impacted margins during financial year 2013-2014. However, the Company has taken several steps including cost control to increase operating margins and management is confident on achieving results on these steps.

EXPORTS

The Company continues to maintain its position of largest BOPP film exporter from India. Exports registered an increase of 6.13% from Rs. 508 crores in 2012-13 to Rs. 539 crores in 2013-14.

R & D

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

DIRECTORS

Mr. Ashok Jaipuria, Chairman & Managing Director of the Company subject to the approval of shareholders is re- appointed for a tenure of five years w.e.f April 02, 2014. Mr. Anil Kumar Jain, Director -Corporate Affairs subject to the approval of shareholders is re-appointed for a tenure of five years w.e.f October 01, 2014. Mr. Rajeev Gupta, Director of the Company, retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Mr. H.K. Agrawal, Mr. Suresh Rajpal and Mr. R. Vasudevan, Independent Directors of the Company subject to the approval of shareholders are re-appointed for a tenure of five years upto the conclusion of 42nd Annual General Meeting of the Company in the calendar year 2019. The appointment of Ms. Alpana Parida, who was appointed as Additional Director is being reconfirmed as Director of the Company. Mr. Ramakant Dwivedi and Mr. Ashish Guha who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Directors of the Company in Independent Capacity for a tenure of five 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.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS'' REMARKS

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

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

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

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

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 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, 2014 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, 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 is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & 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 Walker, Chandiok & 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 M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

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.

On behalf of the Board Ashok Jaipuria Chairman Place: New Delhi Date: August 12, 2014

Mar 31, 2013

The Directors present the 36th Annual Report and the Audited Accounts for the year ended March 31, 2013.

(Rs. in crores)

Standalone Consolidated

FINANCIAL RESULTS 2012-13 2011-12 2012-13 2011-12

Net Sales 1028.76 918.95 1248.5 1124.98

Other income 17.18 5.27 25.12 18.16

Profit before interest, depreciation and tax 81.61 101.02 106.71 101.00

Finance Cost (including Interest) 22.74 22.50 29.01 28.46

Depreciation 33.17 30.15 38.81 35.91

Exceptional Item (5.75) 6.90 (17.22) 2.15

Profit before Tax 19.95 55.28 21.67 38.78

Provision for

- Current Tax 5.20 13.98 9.71 11.53

- Deferred tax 0.62 (4.27) 0.63 (2.93)

Profit after Tax 14.13 45.57 11.33 30.18

Extraordinary Item - - - -

Profit after tax including extraordinary item 14.13 45.57 11.33 30.18

Minority Interest - - - (1.34)

APPROPRIATIONS

Less:

Dividend-Equity shares 4.86 9.72 4.86 9.72

Dividend Tax 0.83 1.58 0.83 1.58

General Reserve 1.41 4.56 1.41 3.15

Balance carried forward to the next Year 36.74

DIVIDEND

Equity Dividend of Rs. 2.5 per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2013 amounting to Rs 4.86 Crores (Previous Year Rs 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has increased by 11.95% (standalone) and by 10.98% (consolidated). Operational Profits of the Company has registered a increase of 5.65% (consolidated) however there is a decline of 19.21% (standalone). New plant at Shendra, SEZ, Aurangabad is expected to be commissioned by July 2013.

The capacity addition in the industry along with unexpected increase in raw material cost has impacted margins during financial year 2012-2013. However, the Company has taken several steps including cost control to increase operating margins and management is confident on achieving results on these steps.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports registered an increase of 21.40% from Rs418.22 crores in 2011-12 to Rs 507.74 crores in 2012-13.

R & D

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

DIRECTORS

Mr. Suresh Rajpal and Mr. R. Vasudevan, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

There are no inter se relationships of any of the Directors in terms of disclosure requirements of the Listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS'' REMARKS

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

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

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

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

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 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, 2013 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, 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 is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & 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 Walker, Chandiok & 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 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

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.

On behalf of the Board

Ashok Jaipuria

Chairman

Place: New Delhi

Date: May 27, 2013

Mar 31, 2012

The directors present the 35th Annual report and the audited accounts for the year ended March 31, 2012.

(Rs in crores) Standalone Consolidated

FINANCIAL RESULTS 2011-12 2010-11 2011-12 2010-11

Net Sales 918.95 938.02 1124.98 1129.79

Other income 5.27 10.48 18.16 9.59

Profit before interest, depreciation and tax 101.03 110.37 101.00 98.01

Finance Cost (including Interest) 22.50 19.48 28.46 26.30

Depreciation 30.15 28.30 35.91 34.39

Exceptional Item 6.90 5.10 2.15 3.19

Profit before Tax 55.28 67.69 38.78 40.51

Provision for

- Current Tax 08.41 18.20 12.42 21.72

- Deferred tax 01.30 (2.03) (3.82) (12.20)

Profit after Tax 45.57 51.52 30.18 30.99

Extraordinary Item

Profit after tax including extraordinary item 45.57 51.52 30.18 30.99

Minority Interest - - (1.34) (3.77)

APPROPRIATIONS

Less:

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.58 1.58 1.58 1.58

General Reserve 4.56 40.22 3.15 23.46

Balance carried forward to next year 29.71 - 17.07 -

DIVIDEND

Equity dividend of Rs 5 per share (Previous Year Rs 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2012 amounting to Rs 9.72 Crores (Previous Year Rs 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales has declined by 2.03% (standalone) and by 0.43% (consolidated) mainly due to global slowdown. Expansion of new BOPP line of 40,000 MT per annum is as per schedule and will be commissioned by March 2013.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports were declined marginally from Rs 462.86 crores in 2010-11 to Rs 418.22 crores in 2011-12.

R & D

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

DIRECTORS

Dr. Surinder Kapur, Mr. Badri Agarwal and Mr. Rajeev Gupta, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

There are no inter se relationships of any of the directors in terms of disclosure requirements of the listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. All deposits that remained unclaimed have been deposited in Central Government fund known as Investor Education and Protection Fund.

AUDITORS' REMARKS

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

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

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

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

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 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, 2012 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, 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 is annexed and form part of this report.

A separate report on Corporate Governance along with the Praticing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & 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 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

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.

On behalf of the Board

New Delhi Ashok Jaipuria

May 23, 2012 Chairman

Mar 31, 2011

The directors present the 34th Annual report and the audited accounts for the year ended March 31, 2011.

(Rs. in crores)

FINANCIAL RESULTS Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Net Sales 938.02 748.85 1129.79 959.67

Other income 15.99 7.23 17.98 15.32

Profit before interest, depreciation and tax 112.05 106.24 101.48 105.83

Interest 16.06 15.02 21.80 18.28

Depreciation 28.30 28.92 34.39 33.86

Exceptional Item - - - -

Profit before Tax 67.69 62.30 45.29 53.69

Provision for

- Current Tax 19.27 14.66 23.11 19.17

- Deferred tax (2.03) 1.82 (12.20) (3.89)

Profit after Tax 50.45 45.82 34.38 38.41

Extraordinary Item 1.07 (1.22) (3.39) 29.28

Profit after tax

including

extraordinary item 51.52 44.60 30.99 67.69

Minority Interest - - (3.77) 4.21

APPROPRIATIONS

Less :

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.58 1.61 1.58 1.61

General Reserve 36.22 33.27 19.46 52.15

General Reserve II 4.00 - 4.00 -

DIVIDEND

Equity dividend of Rs. 5 per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended March 31, 2011 amounting to Rs. 9.72 Crores (Previous Year Rs. 9.72 Crores) on the equity share capital.

OPERATIONS

On year to year basis net sales grew by 25.26% (standalone) and by 17.73% (consolidated). The Company is expanding its capacity by adding a new BOPP Line of 40000 MT. The line is expected to be commissioned by January, 2013 for which order has already been placed.

TRANSFER TO RESERVES

An amount of Rs. 4 crore has been appropriated under the heading General Reserve II towards various demands raised against the Company though the management is reasonably confident of winning the litigation against those demands.

EXPORTS

Cosmo continues to maintain its position of largest BOPP film exporter from India. Exports grew from Rs. 334.69 crores in 2009- 10 to Rs. 462.86 crores in 2010-11.

R & D

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

DIRECTORS

Mr. Suresh Mathur ceased to be Director of the Company w.e.f. March 10, 2011. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. Suresh Mathur during his tenure as Director.

Mr. Sankaranarayana Rama Iyer has been appointed as a Director in the casual vacancy caused by resignation of Mr. Suresh Mathur w.e.f. 24th May 2011.

Mr. H. K. Agrawal, Director, retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Suresh Rajpal, who was appointed as Director on May 28, 2010, in the casual vacancy caused by the resignation of Mr. H. L. Paranjpe holds office upto the date of the ensuing Annual General Meeting.

The Company has received a notice from a member, as required u/s 257 of the Companies Act, 1956, along with the requisite deposit in respect of Mr. Suresh Rajpal, proposing his appointment as Director of the Company.

Mr. Anil Kumar Jain is appointed as a Whole time Director of the Company w.e.f. May 24, 2011. The appointment and remuneration of Mr. Jain is subject to the approval of the shareholders at the Annual General Meeting of the Company.

There are no inter se relationships of any of the directors in terms of disclosure requirements of the listing Agreement with the Stock Exchanges.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October 2002. However, deposits of Rs. 0.003 Crores remained unclaimed (Previous Year Rs. 0.004 Crores), as on 31st March 2011.

AUDITORS REMARKS

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

SUBSIDIARY

The Ministry of Corporate Affairs had through a notification dated February 8, 2011 exempted companies from attaching the balance sheet & other documents of its subsidiaries as required under Section 212(1) of the Companies Act, 1956 subject to the approval of the Board and fulfillment of certain other conditions. The Board of Directors pursuant to the aforesaid notification had given their consent & resolved for not attaching the Balance Sheet of subsidiaries. Accordingly, these documents are not being attached with the Balance Sheet of the Company. The Consolidated accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member in its head office and that of the subsidiary companies.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which form part of this report:

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

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

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 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, 2011 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, 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 forms part of this report.

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

AUDITORS

M/s. B. K. Shroff and Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have due to pre-occupancy intimated the Company that they do not seek re-appointment at the ensuing Annual General Meeting of the Company. The Directors place on record their appreciation to the valuable contribution made by M/s. B. K. Shroff and Co., during their association with Company as its statutory auditor. The Company has received a letter from Walker, Chandiok & Co., Chartered Accountants, expressing their willingness to be appointed as statutory auditors of the Company and further confirmed that their appointment, if made, will be in compliance with provisions of Section 224 (1B) of the Companies Act, 1956. The Board has proposed to appoint M/s. Walker, Chandiok & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting.

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.

On behalf of the Board

Ashok Jaipuria

Chairman

New Delhi

May 24, 2011

Mar 31, 2010

The directors present the 33rd Annual Report and the audited accounts for the year ended 31st March, 2010 (FY. 2010).

(Rs. crores)

FINANCIAL RESULTS Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

Net Sales 753.26 654.81 963.13 632.69

Profit before interest, depreciation and tax 106.24 104.27 105.83 89.39

Interest 15.02 13.79 18.28 14.00

Depreciation 28.92 20.80 33.86 21.00

Exceptional Item - (5.06) - (5.06)

Profit before Tax 62.30 64.62 53.69 49.33 Provision for

- Current Tax 14.66 11.92 19.17 11.92

- Deferred tax 1.82 9.96 (3.89) 8.03 Profit after Tax 45.82 42.74 38.41 29.38

Extraordinary Item (1.22) 44.72 29.28 44.72 Profit after tax including extraordinary item 44.60 87.46 67.69 74.10 Minority Interest - - 4.21 -

APPROPRIATIONS

Less :

Dividend-Equity shares 9.72 9.72 9.72 9.72

Dividend Tax 1.61 1.65 1.61 1.65 General Reserve 33.27 76.09 52.15 62.73

DIVIDEND

Equity dividend of Rs 5/- per share (Previous Year Rs. 5/- per share) has been recommended by the Board of Directors for the year ended 31st March, 2010 amounting to Rs 9.72 crores (Previous Year Rs. 9.72 Crores) on the equity share capital.

ACQUISITION OF GBCS PRINT FINISHING BUSINESS

On 11th June 2009, your company completed the acquisition of GBCÃs Commercial Print Finishing Business, from ACCO Brands Corporation of USA, for a purchase consideration of USD 17.1 million. This business, with global sales revenue of approx USD 100 million in 2008, has manufacturing facilities in US, Netherlands and South Korea. The purchase consideration was funded by combination of internal accruals, debt and seller deferred payment note of USD 4 million.

This acquisition will help your company to further strengthen its presence in the global market including key markets of Europe and United States.

OPERATIONS

Net Sales grew 15% year on year (standalone) in Financial Year 2009-10, but EBIDTA remained flat primarily due to difficult market conditions in India, sluggishness in European markets and stiff depreciation of Euro against USD/INR. The acquisition of GBC helped to partly offset the adverse impact of aforementioned factors. With the commissioning of new BOPP capacities in India, competition in domestic markets may further intensify. The decline of Euro vis a vis USD & INR continues unabated and margins are likely to remain under pressure.

EXPORTS

Cosmo continues to maintain its position of the largest BOPP film exporter from India. Exports grew from Rs. 286.21 crores in 2008-09 to Rs. 334.69 crores in 2009-10.

R & D

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

DIRECTORS

Mr. Hasmukh Shah and Mr. H L Paranjpe ceased to be Directors of the Company w.e.f. 12th April, 2010 and 25th June, 2009 respectively. The Directors place on record their appreciation for the help, guidance and contribution made by Mr. Shah and Mr. Paranjpe during their tenure as Director.

Mr. Suresh Rajpal has been appointed as a Director in the casual vacancy caused by resignation of Mr. H L Paranjpe w.e.f. 28th May, 2010.

Mr. R Vasudevan, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Suresh Mathur, who was appointed as Director on 22nd April, 2009, in the casual vacancy caused by the resignation of

Mr. Vimal Bhandari, holds office upto the date of ensuing Annual General Meeting.

The Company has received a notice from a member, as required under section 257 of the Companies Act, 1956, along with the requisite deposit in respect of Mr. Suresh Mathur, proposing his appointment as Director of the Company.

There are no inter-se relationships of any of the directors in terms of disclosure requirements of the Listing Agreement with the Stock Exchanges.

OUTSTANDING WARRANTS ISSUED ON PREFERENTIAL BASIS

31,00,000 nos. of warrants entitling the holders to an equal number of shares issued on preferential basis lapsed on 3rd August, 2009 on account of non exercise of option by the holders. Accordingly, the advance of Rs. 3.32 crores paid by the holders to the Company was forfeited and added to reserves.

FIXED DEPOSIT

The Company has stopped accepting fixed deposits since 17th October, 2002. However, deposits of Rs. 0.004 Crores remained unclaimed (Previous Year Rs. 0.008 Crores), as on 31st March, 2010.

AUDITORS REMARKS

The Auditors remarks on the annual accounts are self explanatory and do not require further explanation.

SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach the Balance Sheet & other documents in respect of subsidiary companies, as required under section 212(1) of the Companies Act, 1956, shall not apply to the Company. Accordingly, these documents are not being attached with the Balance Sheet of the Company. Financial information, as required under the said approval, is disclosed elsewhere in the Annual Report. The Consolidated Accounts of the company duly audited by the Statutory Auditors forms part of the Annual Report. The Company will provide the annual accounts of the Subsidiary Companies and related detailed information to any member of the company seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection for any member at its head office and that of the subsidiary companies. The annual accounts of the Subsidiary Companies concerned are also put up at the website of the Company i.e. www.cosmofilms.com.

The Statement as required under section 212 of the Companies Act, 1956 in respect of the Companys Subsidiaries is enclosed.

STATUTORY STATEMENTS

As per the requirements of the Companies Act, 1956, the following information is given in separate statements annexed hereto, which forms part of this report:

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

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

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 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, 2010 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, 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 is annexed and forms part of this report.

A separate report on Corporate Governance along with the AuditorsÃ certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges form part of this report.

AUDITORS

The Auditors M/s. B.K. Shroff and Co., Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The requisite certificate under section 224(1B) of the Companies Act, 1956 has been received from M/s. B.K. Shroff and Co., expressing their willingness to continue, if re-appointed.

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.

On behalf of the Board

New Delhi Ashok Jaipuria

5th July, 2010 Chairman

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