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Directors Report of Cosmo Films Ltd.

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

 
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