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Cosco (India) Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors have pleasure in submitting their 39th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018. The figures of the current financial year and previous financial year have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’).

FINANCIALRESULTS

PARTICULARS

CURRENTYEAR

PREVIOUS YEAR

ENDED

ENDED

31-03-2018

31-03-2017

(Rs. in Lakhs)

(Rs. in Lakhs)

Revenue from operations

12622.94

13653.42

Other Income

53.97

120.83

Total Revenue

12676.91

13774.25

Total Expenses

12049.85

13147.91

Profit before Exceptional

627.06

626.34

items and Tax

Exceptional items-charge/(income)

-

(163.64)

Profit before Tax

627.06

789.98

Tax Expenses:

Current Tax

260.56

213.77

Earlier Year Taxation

-

10.70

Deferred Tax

(26.52)

9.52

Profitforthe period from continuing operations

393.02

555.99

Other Comprehensive Income (Net of Income tax)

8.17

(11.52)

Total Comprehensive Income for the year

401.19

544.47

ADOPTION OF INDIANACCOUNTING STANDARD (INDAS)

The financial statements of year under review have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (INDAS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017.

COMPANY’S PERFORMANCEAND STATE OFAFFAIRS FOR FINANCIAL YEAR 2017-18.

The Revenue from Sale of Products (gross of excise duty upto 30.06.2018/Net of GST w.e.f 01.07.2018) for the current year ended 31.03.2018 was Rs. 12563.11 Lakhs against previous year’s sales of Rs. 13535.26 Lakhs - registering a fall of about 7 % over the previous year. The exports were Rs. 246.60 Lakhs (Previous year Rs. 259.93 Lakhs) in F.O.B value terms. The Revenue from services for the current year amounted to Rs.6.21 Lakhs (Previous year Rs. 5.82 Lakhs). Other Operating Income wasRs.53.62 Lakhs (Previous Year Rs. 112.34 Lakhs) comprising of Export Incentives viz. Duty Drawback & PFSL Rs. 18.29 Lakhs ( Previous Year Rs. 32.11 Lakhs). During the Current Year ended 31.03.2018 the Company registered Profit before Finance Cost, Depreciation, exceptional items and Tax Rs. 1122.75 Lakhs (Previous year Rs. 1099.58 Lakhs), Profit before exceptional items and Tax Rs. 627.06 Lakhs (Previous Year Rs. 626.34 Lakhs) and Total Comprehensive Income for the year after taxRs.401.19 Lakhs (Previous Year 544.47 Lakhs). The Income of the Previous year was higher due to exceptional income of Rs. 163.64 Lakhs. GST implementation from 1st July, 2017 had an impact on our company’s performance during the year under review as the market demand remained stagnant post GST . However, Management is hopeful for steady performance/growth in the current and following years as markets are gradually adapting to GST.

The year 2017-18 started slowly retailer-off take in May - June was curtailed due to GST implementation from 1st July, 2017. As a result, first quarter sales fell short of expectations. The retailer/Authorized dealers channel continued to be uncertain during the second quarter but on account of an early Diwali, growth returned. By the end of the year, things seemed to have calmed down with all businesses recovering and growing.

The Net Worth of the Company as at31.03.2018was Rs. 3445.49 Lakhs (Previous Year Rs. 3021.17 Lakhs).

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

Status of Investments made in the erstwhile Subsidiary Company M/s Cosco Polymer Lanka (Private) Limited (CPLPL): As reported in earlier year(s), M/s Cosco Polymer Lanka (Private) Limited, has been scheduled in the Revival of Underperforming Enterprises or Underutilized Assets Act, No 43 of 2011(of Sri Lanka). The Shares of the WOS are vested in Secretary to the Treasury of Government of Sri Lanka pursuant to acquisition by the Government under ‘Revival of Under Performing Enterprises or Under Utilized Assets Act of Sri Lanka (Act No. 43 of 2011)’. Competent Authority appointed under the Act is controlling, administering and managing such Enterprises/Units/Assets. The Act (of Sri Lanka), provides for payment of compensation to the Shareholders. The Compensation Tribunal vide its letter Ref: ComT/01/27 dated 08.12.2015, has allowed compensation of LKR 48,000,000 (Equivalent 20,465,760) and after deducting LKR 1,674,361.66 due for Board of Investment (BOI ) of Sri Lanka as at the date of vesting, the net compensation payable is LKR 46,325,638.34 (Equivalent Rs.19,751,862). The amount is yet to be released and the same shall be credited to Liquidator, since Cosco Polymer Lanka (Private) Ltd. has been ordered to be wound up by the Hon’ble High Court of the Western Province, (Exercising Civil Jurisdiction in Colombo (Sri Lanka)- Case Ref. No. HC (Civil) 40/2013(CO). The management does not expect any net realisable value of its investment in the erstwhile subsidiary. However realisation, if any, shall be accounted for in the year of actual receipt.

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

DIVIDEND

Board does not recommend any dividend for Financial Year 2017-18 to consolidate financial position of the Company.

TRANSFERS TO RESERVES

The opening balance of General Reserve is Rs. 1125.17 Lakhs and same is retained on 31.03.2018. No other amount has been transferred to General Reserve. The balance in Retained earning include Current year’s Net Profits from continuing operations Rs.393.02 Lakhs (Previous year Rs. 555.99 Lakhs).

DIRECTORS’RESPONSIBILITYSTATEMENT

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

I. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

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

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

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

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

DIRECTORSANDKEYMANAGERIALPERSONNEL

Mr. Arun Jain (DIN: 01054316) Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. Board recommends his reappointment.

The term of appointment of Shri Devinder Kumar Jain (DIN:00191539) as Managing Director and Chief Executive Officer of the Company, and Shri Narinder Kumar Jain(DIN:00195619) as Managing Director of the Company expires on 15th March, 2019. The Board recommends their reappointment as Managing Directors and CEO and Managing Director respectively of the Company for further period of Three (3) years w.e.f. 16th March, 2019 to 15th March, 2022, upon the remuneration, terms & conditions as set out in the Notice of the ensuing Annual General Meeting and approved by the Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 & Schedule V of the Companies Act, 2013 and Rules framed thereunder. The resolutions seeking approval of the Members for the re-appointment of Shri Devinder Kumar Jain and Shri Narinder Kumar Jain, have been incorporated in the notice of the forth coming Annual General Meeting of the Company along with the brief details about them and relevant disclosures.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company are -

Shri Devinder KumarJain (DIN: 00191539)- Managing Director and Chief Executive Officer of the Company and Shri Narinder Kumar Jain (DIN: 00195619)- Managing Director of the Company. Mr.Arun Jain (DIN:01054316), Mr. Manish Jain (DIN: 00191593), Mr. Pankaj Jain (DIN: 00190414)and Mr. Neeraj Jain (DIN: 00190592), who were re-appointed as Whole Time Directors of the Company w.e.f 01st October 2017 for a term of 3 Years in theAnnual General Meeting of the Company held on 29th September, 2017. Ms. Sudha Singh -Company Secretary, w.e.f 1st May, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1st, 2014, Shri Mahavir Prasad Gupta (DIN 00190550), Shri Sunil Kumar Jain (DIN 00387451), Shri Mohan Lal Mangla (DIN 00311895), Shri Vijender Kumar Jain (DIN 06423328), Shri Vijay Kumar Sood (DIN 01525607) and Ms. Nisha Paul (DIN 00325914) were Reappointed for their 2nd Term as Independent Directors of the Company w.e.f 1st October 2017 to 30th September, 2022 at the Annual General Meeting of the Company held on 29th September, 2017 for a term of 5 years The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013.

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

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

MEETINGS OF THE BOARD

During the year 2017-2018, Five (5) Board Meetings and Four (4) Audit Committee Meetings were held. In accordance with requirement, other committee meetings were held from time to time and one separate meeting of Independent Directors was also held. Relevant details of the meetings are given in the Corporate Governance Report, which form part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Managing Directors were evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POLICYON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems interalia including system of internal financial controls, commensurate with the size and scale of its business operations. The system of internal financial control strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately and that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition. Based on the framework of internal financial controls and compliance systems put in place by the Company, and the reviews performed by management and the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

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

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE

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

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

AUDITORS

The current auditors, viz. M/s. V.P. Jain & Associates, Chartered Accountants (Firm registration number: 015260N) were appointed by the members at their Annual General Meeting held on 29th September, 2017 to hold the office of auditor from the conclusion of the Thirty-Eighth Annual General Meeting till the conclusion of the Forty-third Annual General Meeting.

M/s. V.P. Jain & Associates have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of The Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to ratified at every AGM. Accordingly, Agenda for the ratification of appointment of Statutory Auditors in the Notice of the ensuing Annual General Meeting has been dispensed with.

INDEPENDENTAUDITORS’ REPORT

The Auditors’ Report do not contain any qualifications or adverse remarks. The opinion of the Auditors is not qualified in respect of matters reported under Emphasis of the Matter. Auditors have drawn attention to the Notes on Financial Statements viz: Note No. 7.2 & 7.4 regarding non moving inventories, Note No 8.2 regarding provision for expected credit loss, Note No 11.1 regarding land compensation receivable, Note No. 18.1 trade payable to MSME, Note No 19.1(b) regarding other liabilities, and Note No 42.2 regarding value of investment in erstwhile subsidiary of company, which are self explanatory. The slow moving inventories are valued at realizable value and the Management is taking effective steps to liquidate them. The company is effectively pursuing to realize Land Compensation Claim of Rs. 158.74 Lakhs. Regarding the Auditors’ observation w.r.t. the Internal Audit System of the company, the same is reasonably effective having regard to the size of the company. However, the Management shall review scope, coverage and compliance thereof to further strengthen the same.

We have taken note of the observation of the Auditors for improvement in certain areas of Internal Financial Controls and the company will take necessary steps for more effective monitoring of Inventory levels; better documentation and MIS in areas of Annual procurement & Expense budget, Procurement Budgeting & Planning of Traded Goods, Quotation Management, Negotiation & Selection, Contract labour management; prevention of non credit worth dealers; HR attendance monitoring to prevent excess payment of salary; ensuring verification of all fixed assets in scale of 3 years.

SECRETARIAL AUDITORS’ REPORT

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

RISK MANAGEMENT POLICY

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

TRANSACTIONS WITH RELATED PARTIES

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

There are no martially significant related party transaction that may have potential conflict with interest of Company at large

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

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

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

CHANGEIN THE NATURE OF BUSINESS

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 applicable to our company for the year ended 31.03.2018. Your Company has achieved the net profit of rupees five crore during financial year ended on 31.03.2017. As per the provision of Section 135 of the Companies Act, 2013 and rules framed thereunder every company having a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. The company has constituted Corporate Social Responsibility Committee accordingly.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

During the financial year ended 31st March, 2018, the company incurred CSR Expenditure of Rs.11.51 Lakhs (Rupees Eleven Lakhs Fifty-one Thousand only). The CSR initiatives of the Company were under the thrust areas of Education and society welfare programme.

The Company’s CSR Policy Statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social responsibility Policy) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being in force) is set out in the Annexure G to this report.

EXTRACT OFANNUAL RETURN

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

Particulars of Employees

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

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

Executive Directors

Ratio to median remuneration

Shri Devinder Kumar Jain

36:1

Shri Narinder Kumar Jain

36:1

Mr.Arun Jain

28:1

Mr. Manish Jain

28:1

Mr. Pankaj Jain

28:1

Mr. Neeraj Jain

28:1

Non Executive Directors

Ratio to median remuneration

Shri Mahavir Prasad Gupta

Not Applicable

Shri Mohan Lal Mangla

(Independent Directors are paid only sitting fees

Shri Sunil Kumar Jain

and reimbursement of expenses, if any,

Shri Vijender Kumar Jain

for attending Board Meetings. No other

Ms. Nisha Paul

Remuneration has been paid to the

Shri Vijay Kumar Sood

Independent Directors)

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

Directors, Chief Executive

% increase in Remuneration in the financial year

Officers, Chief Financial Officer

and Company Secretary

Executive Directors :-

Shri Devinder Kumar Jain

18.60

Shri Narinder Kumar Jain

18.60

Mr. Arun Jain

11.76

Mr. Manish Jain

11.76

Mr. Pankaj Jain

11.76

Mr. Neeraj Jain

11.76

Independent Directors

Shri Mahavir Prasad Gupta

Not Applicable (Independent Directors are paid only sitting

Shri Mohan Lal Mangla

fees and reimbursement of expenses, if any for attending

Shri Sunil Kumar Jain

Board Meetings. No other Remuneration has been paid to

Shri Vijay Kumar Sood

the Independent Directors).Details of Sitting fees paid/

Shri VijenderKumarJain

payable incorporated in Corporate Governance report

Ms. Nisha Paul

there is no change in the fees paid from the last

FY 2016-17

Ms. Sudha Singh;

14.71

Company Secretary

c. The percentage increase in the median remuneration of employees in the Financial Year: 5.72%

d. The number of permanent employees on the rolls of the Company: 403

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial remuneration:- Average percentile increase made in the employees remuneration other than Managerial Personnel in the last FY 2017-18 was approximately 9% -39% compare to the percentile increase of 11.76% to 18.60% in the remuneration of Managerial Personnel.

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

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

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

Top Ten Employees in terms of Remuneration Drawn

Employess Name

Designation

Remuneration (in*)

Nature of employment

Qualification

Experience (in years)

Year of commen cement of employment

Age

Last employ-ment of

% of Equity Shares

Whether employee is relative of Director or Manger

Shri Devinder Kumar Jain

Managing Director and CEO

4,679,581

Permanent

Graduate in B.Sc.

57

1980

80

NA

3.03

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

Shri Narinder Kumar Jain

Managing Director

4,679,796

Permanent

Graduate and Diploma in International Marketing

52

1989

77

NA

3.02

Relative of Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Neeraj Jain WTD

Mr. Arun Jain

Whole Time Director

3,601,355

Permanent

B.E., M. Tech

26

2007

52

NA

1.53

Relative of. Shri Devinder Kumar Jain Mg. Director & CEO and Mr. Manish Jain WTD

Mr. Manish Jain

Whole Time Director

3,507,766

Permanent

Qualified Engineer and MBA

25

1998

51

NA

1.69

Relative of. Shri Devinder Kumar Jain Mg.Director and Mr. Arun Jain WTD

Mr. Pankaj Jain

Whole Time Director and CFO

3,543,321

Permanent

B.Com and MBA

24

1998

47

NA

4.10

NA

Mr. Neeraj Jain

Whole Time Director

3,494,360

Permanent

B.E., M.Sc. and MBA

24

1998

46

NA

1.70

Relative of. Shri Narinder Kumar Jain Mg. Director

Mr. Akash Deep Bhatia

Marketing Executive

# 900,000

Contractual

Graduate

25

2015

57

NA

NIL

NA

Ms Sadhana Bhatia

Regional Manager

# 750,000

Contractual

Graduate

22

2015

55

NA

NIL

NA

Mr. Rajesh Kumar Khurana

Finance Mg & Head of Accounts

1,239,983

Permanent

B.Com (H) FCA

36

1996

61

NA

NIL

NA

Mr. Manojit Chakraborty

Manger (Costing)

764,879

Permanent

Cost Accountant

20

2005

51

NA

NIL

NA

* Gratuity not included.

# Employed for the part of the year (April,2017 to September, 2017)

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

- Nil

DISCLOSURE REQUIREMENTS

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

Details of the familiarization programme of the Independent Directors are available on the website of the Company.

(URL:http://www.cosco.in/uploads/investors/details_of_familiarisation_programme_imparted_to_independent_directors_1523855940.pdf)

Policy on dealing with related party transactions is available on the website of the Company.

(URL: http://www.cosco.in/uploads/investors/related-party-policy_86228442984.pdf )

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

(URL: http://www.cosco.in/uploads/investors/whistle_blower_policy_cosco_88209735742.pdf)

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

DEPOSITS FROM PUBLIC

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

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

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

COST AUDITORS

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

DEMATERIALISATION OF SHARES

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

LISTING

Your Company is listed with Stock Exchanges at Mumbai and Delhi. Annual Listing fee for the Financial Year 2017-18 and 2018 - 2019 paid to BSE Limited. No fees paid to Delhi Stock Exchange Limited since DSE is non functional.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that mandatory provisions of ‘Corporate Governance’ as provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of Companies Act, 2013 are duly complied with.

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

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

The Directors acknowledge with thanks the continuous support and co-operation received from Bankers, Statutory and Internal Auditors, Customers, Suppliers, Vendors, Government Authorities and Regulators. The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Management also place on record their appreciation for the confidence reposed by the Stakeholders.

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

By order of the Board of Directors

(Devinder Kumar Jain) (Narinder Kumar Jain)

Managing Director and CEO Managing Director

DIN : 00191539 DIN :00195619

Registered Office:

2/8, Roop Nagar,

Delhi - 110007

Dated: 13th August, 2018

Director’s Report