Directors Report of Indo Cotspin Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited financial Statements for the financial year ended 31st March, 2015.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March, 2015 is summarized below:

Particulars Amount (Rs. in lacs)

FY 2014-15 FY 2013-14

Net Sales 846.04 742.97

Other Income 6.11 162.23

Total Revenue 852.15 905.20

Total Expenditure 843.49 748.61

Profit before tax 8.66 156.59

Provision for tax 1.65 31.70

Deferred Tax -9.64 0.84

Profit after tax 7.71 124.04

Paid-up Share Capital 420.05 420.05

Reserves and Surplus (excluding revaluation reserve) 164.21 157.52

2. Year in Retrospect

During the year under review, total income of the Company was Rs. 852.15 lacs as against Rs. 905.20 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 7.71 lacs in the current financial year as against a profit of Rs. 124.04 lacs in the financial year 2013-14. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2014-15 and the previous year are as follows:

(Rs. In lacs)

Particulars FY 2014-15 FY 2013-14

Securities Premium Account 49.95 49.95

Capital Reserves 77.28 77.28

Profit & Loss A/c (Cr.) 36.98 30.29

Total 164.21 157.52

4. Public deposits

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2015 till the date of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

7. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2015, the Company had no Subsidiaries, Joint Ventures (JVs) or Associate Companies. Accordingly statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: Nil Policy for determining material subsidiaries of the Company has been provided on the website www.incocotspin.com at the link http://indocotspin.com/reports/Policy%20for%20Determing%20Material %20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further since there is no subsidiary, joint venture and associate company, there is no question for mentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act, 2013, the Company has appointed the following as Independent Directors of the Company at the Annual General Meeting of your Company held on 30th September, 2014 to hold office up to 5 (five) consecutive years up to 31st March, 2019.:

- Mr. Anil Aggarwal - Mr. Vinod Kumar Garg - Mr. Pawas Aggarwal

- Mr. Ankush Aggarwal - Mr. Vinod Kumar Garg

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors are non rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Company's website – www.indocotspin.com at link http://indocotspin.com/reports/Independent%20Director%20- %20Familarisation%20Programme.pdf

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board:

- Mr. Bal Kishan Aggarwal, Managing Director - Mr. Sanil Aggarwal, Whole Time Director

- Mr. Raj Pal Aggarwal, Whole Time Director - Mr. Vijay Pal, Chief Financial Officer

- Mr. Sahil Aggarwal, Whole Time Director - Mr. Sonu Gupta, Company Secretary

- Mr. Arpan Aggarwal, Whole Time Director

Details of change in the Board of Directors and the Key Managerial Personnel, during the year under review are as below:

Name Designation Date of Date of Date of change Appointment Resignation in designation

Mr. Vijay Pal Chief Financial Officer 30-05-2014 N.A. N.A.

Mr. Sonu Gupta Company Secretary 30-05-2014 N.A. N.A.

Mr. Arpan Aggarwal and Mr. Sahil Aggarwal are liable to retire by rotation in the ensuing Annual general Meeting and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or the whole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting

Board of Directors Nine (9) 30.05.2014, 10.06.2014, 19.07.2014, 31.07.2014, 11.08.2014, 29.09.2014, 31.10.2014, 08.12.2014 & 31.01.2015

13. Annual Evaluation of Board performance and performance of its committees and individual directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. Feedback was sought from Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from directors on his assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairman of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors, Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters is set-out in Annexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

Stakeholders Relationship Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Raj Pal Aggarwal– Member (Executive Director)

Nomination and Remuneration Committee:

1. Mr. Anil Aggarwal– Chairman (Independent Director)

2. Mr. Ankush Aggarwal– Member (Independent Director)

3. Mr. Pawas Aggarwal– Member (Independent Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

17. Conservation of Energy, Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-II.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-III to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company's website: www.indocotspin.com at the link http:// indocotspin.com/reports/RPT%20Policy.pdf. Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV.

20. Loans and investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows: A. Details of investments made by the Company as on 31st March, 2015:

Name of Investee entity/ investment Amount (Rs. in lacs)

Investment in popular plants 0.49

B .Details of loans given by the Company as on 31st March, 2015:

Name of borrower entity Amount (Rs. in lacs)

N.A. N.A.

C. Details of guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 read with the Rules issued thereunder: Nil

1. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in Annexure-V.

2. Auditors and auditors' report:

At the 20th Annual General Meeting of the Company, M/s. Manish Jain & Associates, Chartered Accountants, Panipat were appointed as the Auditors to hold office till the conclusion of the ensuing Annual General Meeting.

M/s. Manish Jain & Associates, Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. The Audit Committee and the Board of Directors recommend the appointment of M/s. Manish Jain & Associates, Chartered Accountants as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next AGM.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

3. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-VI. The Secretarial Auditors' Report for the financial year 2014-15, does not contain any qualification, observation or adverse remarks and accordingly no comments required by your Board of Directors on the same.

4. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, M/s R.S. Gahlyan & Associates, Chartered Accountants has been appointed as the Internal Auditors of your Company. The Company also has an Audit Committee, who interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference.

5. Risk management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

6. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost records and audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

7. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the listing agreement, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company.

8. Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report is annexed as Annexure-VII. Further a Report on Corporate Governance and Certificate on compliance of Clause 49 is annexed as Annexure-VIII.

9.Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by

Insiders in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed through the following link: http://indocotspin.com/reports/New%20Insider-Trading-Code-2015.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same can be accessed through the following link: http://indocotspin.com/reports/Code%20of%20Fair%20Disclosure.pdf

10.Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act, 2013 is not applicable on the Company.

11.Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

12.General

Your Board of Directors confirms that (a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; (b) Your Company does not have any ESOP scheme for its employees/Directors; and, (c) there is no scheme in your Company to finance any employee to purchase shares of your Company.

13.Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

14. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the financial year 2015-16 has been paid to BSE.

15. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Indo Cotspin Limited

Date : 30th May, 2015 Bal Kishan Aggarwal Raj Pal Aggarwal

Place : Panipat Chairman & Managing Director Whole Time Director

DIN: 00456219 DIN: 00456189

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20^ Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31" March, 2013.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2013-14 FY 2012-13

Net Sales 742.97 605.74

Other Income 162.23 7.18

Total Revenue 905.20 612.93

Total Expenditure 748.61 606.22

Profit before tax 156.59 6.70

Provision for tax 31.70 1.35

Deferred Tax 0.84 1.63

Profit after tax 124.04 3.72

EPS (Rs.) 2.97 0.13

Transfer to Reserve Nil Nil

Paid -up Share Capital 420.05 420.05

Reserves and Surplus (excluding revaluation reserve) 157.52 33.48

Year in Retrospect

During the year under review, total income of the Company was Rs. 742.97 lacs as against Rs. 605.74 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 124.04 lacs in the current financial year as against a profit of Rs. 3.72 lacs in the financial year 2012-13. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director's Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company -31" March, 2014.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, there has been no change in the Board of directors of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mr. Raj Pal Aggarwal is liable to retire by rotation and being eligible offer himself for re -appointment. Directors recommend their re -appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Comanies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non Executive Independent)

Mr. Raj Pal Aggarwal Member(Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non Executive Independent)

Mr. Pawas Aggarwal Member (Non Executive Independent)

Ill. Stakeholders Relationship Committee

Name of the Director Category

Mr. Anil Aggarwal Chairman(Non Executive Independent)

Mr. Ankush Aggarwal Member (Non txecutive Independent)

Mr. Raj Pal Aggarwal Member(Promoter & Executive)

Auditors

M/s Manish Jain &Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re -appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re -appointment has been obtained from them. Your Directors recommend their re -appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 0 March, 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2014-15 has been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:11b August, 2014 Chairman 8 Managing Whole Time Director Place: Panipat Director DIN: 00456219 DIN: 00456189

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Mar 31, 2013

Dear Members

The Directors have pleasure in presentin the 19th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2012-13 FY 2011-12

Net Sales 605.74 566.31

Other Income 7.18 0.37 Total Revenue 612.93 566.68

Total Expenditure 606.22 555.84

Profit before tax 6.70 10.84

Provision for tax 1.35 2.12

Deferred Tax 1.63 1.86

Profit after tax 3.72 (6.87)

EPS (Rs.) 0.13 0.27

Transfer to Reserve Nil Nil

Paid-up Share Capital 420.05 320.12

Reserves and Surplus (excluding revaluation reserve) 33.48 (97.48)

Year in Retrospect

During the year under review, total income of the Company was Rs. 605.74 lacs as against Rs. 566.31 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.72 lacs in the current financial year 2012-13 as against a profit of Rs. 6.87 lacs in the financial year 2011-12. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2013.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

nformation as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, there has been no change in the Board of directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Anil Aggarwal, Mr. Ankush Aggarwal and Mr. Sanil Aggarwal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

It is proposed to appoint Mr. Sanil Aggarwal as the Whole Time Director of the Company. Resolution for his appointment as a whole time director of the Company is proposed in the notice of the annual general meeting.

Auditors

M/s Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2013-14 has already been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:25th August, 2013 Chairman & Managing Whole Time Director Place: Panipat Director DIN: 00456219 DIN: 00456189

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Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

Particulars Amount (Rs. in lacs)

FY 2011-12 FY 2010-11

Net Sales 566.31 471.02

Other Income 0.37 0.80

Total Revenue 566.68 471.82

Total Expenditure 555.84 470.05

Profit before tax 10.84 1.77

Provision for tax 2.12 0.25

Deferred Tax 1.86 2.37

Profit after tax 6.87 (0.84)

Transfer to Reserve Nil Nil

Paid-up Share Capital 320.15 320.15

Reserves and Surplus (excluding revaluation reserve) (97.48) (103.80)

Year in Retrospect

During the year under review, total income of the Company was Rs. 566.31 lacs as against Rs. 471.02 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 6.87 lacs in the financial year 2011-12 as against a loss of Rs. 0.84 lacs in the financial year 2010-11. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year

After the close of the financial year, the Company has reissued 9,99,000 equity shares on 26th July, 2012 at an issue price of Rs. 15/- per share. These shares were earlier forfeited due to non payment of the call money.

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2012.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A, forming part of this report.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr Arpan Aggarwal and Mr Sahil Aggarwal are liable to retire by rotation and being eligible offer themselves for re-appointment. Directors recommend their re-appointment.

After the last Annual General Meeting, Mr Pawas Aggarwal, Mrs Saroj Gargs and Mr Vinod Kumar Garg were appointed as additional directors. In terms of the provisions of the Companies Act, 1956, they hold office until the date of the ensuing Annual General Meeting. Their appointment as Directors of the Company is placed before the Members for consideration. The Board recommends the resolutions for adoption by the members.

Mr Saurav Singla resigned from the Directorship on 21st February, 2012. Mr Sanjay Singla and Mrs Shradha Jain have also resigned from the directorship on 20th March, 2012 and 1st June, 2012 respectively. Mr Pawas Aggarwal who resigned from the Board on 21st February, 2012 has been again appointed as an additional director w.e.f. 1st June, 2012.

Re-appointment of Mr Bal Kishan Aggarwal as Managing Director and re-appointment of Mr Raj Pal Aggarwal, Mr Arpan Aggarwal and Mr Sahil Aggarwal as Whole Time director of the Company is also placed before the members for their approval. The Board recommends the resolutions for adoption by the members.

Auditors

M/s Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Ltd (DSE), Jaipur Stock Exchange Ltd (JSE) and Ahmedabad Stock Exchange Ltd (ASE). The listing fee for the financial year 2012-13 has already been paid to DSE and the Company is in the process of making payment of the listing fee due to JSE & ASE.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Indo Cotspin Limited

Bal Kishan Aggarwal Raj Pal Aggarwal Date:25th August, 2012 Chairman & Managing Whole Time Director Director Place: Panipat: DIN: 00456219 DIN: 00456189

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Mar 31, 2011

Dear Members,

The directors have pleasure in presenting the 17th Annual Report together with audited accounts for the year ended on 31st March 2011.

FINANCIAL RESULT

The financial results for the year ended on March 31, 2011 are as under:

Particulars Year ended Year ended 31.03.2011 31.03.2010

1. Net Sales 47102351.00 59,022,792.00

2. Other income 80035.00 885,147.40

3. Interest 0.00 7775.00

4. Depreciation 895110.00 708475.00

5. Profit before tax 177,491.69 34019.77

6. Profit after tax 152,588.69 28763.77

7. Paid up capital 32,015,000.00 32,015,000.00z

COMPANY PERFORMANCE

During the year ended on March 31, 2011 the company has achieved turnover of Rs. 471.02 Lacks as compared to previous year of Rs. 590.22. The company has made Profits of Rs. 152,588.69 this year as compared to Rs.28763.77 earned last year.

DIRECTOR

Shri Rajpal Aggarwal, Shri Pawas Aggarwal and Shri Mr. Saurav Singla , Director of the company, retire by rotation at ensuing annual general meeting and being eligible offer themselves for reappointment.

Smt. Shradha Jain is proposed to be appointed as Director of the company at the ensuing general meeting.

Shri Tej Parkash has resigned as director of the company w.e.f 1st April, 2010. The Board places on record their sincere appreciation for his active involvement and support.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to the directors responsibility statement, it is hereby confirmed

i) that in the preparation of the annual account for the financial year ended March 31, 2011 the applicable accounting standard has been followed along with proper explanation relating to material departure, if any.

ii) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of statement of affairs of the company at the end of the financial year and of the profit & loss of the company for that period:

iii) The directors had taken proper & sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities; and

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

DIVIDEND

In view of the need to conserve the resources of the company for future growth, your Directors not recommended any dividend for the year ended March 31, 2011.

PUBLIC DEPOSIT

The company has not invited/or accepted any deposit during the year with in the meaning of section 58-A and 58- AA of the companies Act, 1956.

AUDITORS:

M/S Anil Aviral & Co., Chartered Accountants, Statutory Auditors of the company holds office until the forthcoming annual general meeting and are eligible for reappointment. The company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under section 224(1-B) of the companies act, 1956.

AUDITORS REPORT:

The notes on accounts referred to in the Auditor''s report are self explanatory and thereof do not call for any further comments.

CORPORATE GOVERNANCE

A Certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock Exchanges, form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

No employee is covered under section 217(2a) of the companies Act, 1956 read with companies (particulars of employees) rules, 1975.

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

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - A forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the company.

By the order of the board For INDO COTSPIN LIMITED

BAL KISHAN AGGARWAL RAJ PAL AGGARWAL (Managing Director) (Whole Time Director)

PLACE: Panipat: DATE: August 10, 2011