To,
The Members of Indo Cotspin Limited
Your Directors have pleasure in presenting the 30th Directors' Report on the
Business and Operations of the Company together with the Audited Financial Statements and
the Auditors' Report for the financial year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE:
(In INR)
Particulars |
Financial Year |
Financial Year |
|
2023-2024 |
2022-2023 |
Revenue from Operations |
1662.49 |
1321.35 |
Other Income |
0.99 |
32.75 |
Total Revenue |
1663.48 |
1354.10 |
Cost of material Consumed |
1212.60 |
918.46 |
Purchase of Stock-in-Trade |
71.28 |
114.69 |
Change in Inventories of finished goods, stock-in |
32.87 |
18.33 |
trade and work in progress |
|
|
Employee Benefit Expenses |
44.63 |
33.44 |
Finance Cost |
0.74 |
3.97 |
Depreciation and Amortization Expenses |
81.20 |
61.29 |
Other Expenses |
213.84 |
175.96 |
Total Expenses |
1657.16 |
1326.14 |
Profit/ (loss) before tax |
6.32 |
27.96 |
Current Tax |
5.57 |
4.43 |
Deferred Tax |
(5.89) |
(1.80) |
Profit for the year |
6.64 |
25.33 |
Other Comprehensive Income |
- |
|
Total Comprehensive Income/(Loss) for the year6.64 |
25.33 |
Earning Per Share (Basic) |
0.02 |
0.56 |
Earning Per Share (Diluted) |
0.02 |
0.56 |
2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS: During the year under review,
total revenue of the Company was Rs. 16,63,48,484.84 as against Rs. 13,54,10,742.77 in the
previous year. The Company was able to earn a profit after tax of Rs. 6,64,413.52 in the
current financial year as against a profit of Rs. 25,33,261.38 in the financial year
2022-23. Your Directors are putting in their best efforts to improve the performance of
the Company.
B) CHANGE IN MANAGEMENT
During the period under review, Ms. Chhavi Agrawal (Membership No. A49299) submitted
her notice of resignation from the position of Company Secretary/Compliance Officer of the
Page : 28
Company and Mr. Trigun Sharma (Membership No. A61140) was appointed as a Full-Time
Company Secretary/Compliance Officer of the Company with effect from May 6, 2023.
(C). SHARE CAPITAL
During the year under review, there was no changes it the capital structure of the
Company and the Authorized Share Capital of the Company is INR 5,00,00,000 (Indian Rupees
Five Crores Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of INR 10/-each
Further, the Paid-up Share Capital of the Company is INR 4,20,05,000 (Indian Rupees
Four Crore Twenty Lakhs Five Thousand Only) divided into 42,00,500 (Forty-Two Lacs Five
Hundred) Equity Shares of INR 10/-each.
3. DEPOSITS:
During the period under review, your Company has not accepted any deposits, falling
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
4. DIVIDEND:
The Board of Directors has not recommended any dividend for the financial year ended on
31st March, 2024. Since, the Board has considered it financially prudent in the long-term
interest of the Company to re-invest the profits into the business of the Company to build
a strong reserve base and to grow the business of the Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no
dividend declared and paid last year.
AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
1 REVISION OF FINANCIAL STATEMENT, IF ANY:
The Board of Directors have not proposed to transfer any amount to General Reserves of
the Company.
There is no revision in the Financial Statement for the Financial Year 2023-2024.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL:Board of Directors
| DIN No / PAN |
Name of Director |
Designation |
Date of Appointment/ Reappointment |
Date of Resignation |
| 00456189 |
Raj Pal Aggarwal |
Whole Time Director |
08/02/1995 |
NA |
| 00456219 |
Bal Kishan Aggarwal |
Managing Director |
01/10/2015 |
NA |
| 00456309 |
Arpan Aggarwal |
Whole Time Director |
30/05/2020 |
NA |
| 03073407 |
Sanil Aggarwal |
Whole Time Director |
24/07/2021 |
NA |
| 08390196 |
Shubham Singla |
Independent Director |
25/03/2019 |
NA |
| 08392797 |
Shally Aggarwal |
Women |
25/03/2019 |
NA |
|
|
Independent |
|
|
|
|
Director |
|
|
Key Managerial Personnel
In terms of Section 203 of the Act, the following were designated as director or/and
Key Managerial Personnel of your Company by the Board during the year:
Mr. Trigun Sharma-Company Secretary and Compliance Officer*Ms. Bhavnesh-Company
Secretary and Compliance Officer*Mr. Vijay Pal-Chief Financial Officer
(*Note: Ms. Chhavi Agrawal from the post of company secretary and compliance officer
with effect from 06th May, 2023 and Mr. Trigun Sharma was appointed as company
secretary and compliance officer with effect from 06th May, 2023.)
(*Note: Mr. Trigun Sharma resigned w.e.f. 22nd July, 2024 and Ms. Akansha
Awasthi was appointed as the Company Secretary and Compliance Officer of the company
w.e.f. 30th July, 2024, but due to some personal reason she has not been able
to join the Company. Thus, Ms. Bhavnesh has been appointed as the Company Secretary and
Compliance Officer w.e.f. 07th August, 2024.)
Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013, a company shall
have at least one-Woman Director on the Board of the Company. The Company has appointed
Ms. Shally Aggarwal, as a Woman Director on the Board of the Company.
9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year under review, 09 (Nine) meetings of the Board of Directors
were held. The dates on which the said meetings were held:
1 03rd April, 2023;
2 02nd May, 2023;
3 06th May, 2023;
4 15th May, 2023;
5 20th May, 2023;
6 07th July, 2023;
7 29th July, 2023;
8 27th October, 2023;
9 29th January, 2024;
The intervening gap between the Meetings was within the period prescribed under the
SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
S.No. |
Name of Director |
Designation |
No. of Board Meeting eligible to attend |
No. of Meetings attended |
No. of Meeting in which absent |
1 |
Raj Pal Aggarwal |
Whole time Director |
9 |
9 |
0 |
2 |
Bal Kishan Aggarwal |
Managing Director |
9 |
9 |
0 |
3 |
Arpan Aggarwal |
Whole time Director |
9 |
9 |
0 |
4 |
Sanil Aggarwal |
Whole time Director |
9 |
9 |
0 |
5 |
Shubham Singla |
Independent Director |
9 |
9 |
0 |
6 |
Shally Aggarwal |
Women |
9 |
9 |
0 |
|
|
Independent |
|
|
|
|
|
Director |
|
|
|
10. SEPARATE MEETING OF INDEPENDENT DIRECTORS.
Independent Directors of the Company held their Separate meeting under Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule
IV of Companies Act, 2013 on Monday, 11th March, 2024 at the registered office
of the Company at Delhi Mile Stone, G.T. Road, 78 K.M, Nh-44, Village Jhattipur, Post Box
No.3 Post Office. Samalkha, Panipat, Haryana, 132103, to evaluate the performances.
11.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
During the period under review, there were no material changes occurred affecting the
financial position of the company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:
The particulars of loans, guarantees and investment wherever required, have been
disclosed in the financial statement, which also form part of this report.
13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal
Financial Control (IFC)" means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to the
company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company
having Net Worth of Rupees Five Hundred Crore or More, or Turnover of Rupees One Thousand
Crore or More or a Net Profit of Rupees Five Crore or More during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social
Responsibility are not applicable on the Company and Company has not developed and
implemented any Corporate Social Responsibility Initiatives as provisions of Section
135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under Sub-section (3) (m) of Section 134 of the companies
act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at
"ANNEXURE – I".
16. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY:
All Independent Directors of the Company have given declaration to the Company under
Section 149(7) read with Schedule IV of the Companies Act, 2013, that they meet the
criteria of independence as provided in the Sub-section 6 of Section 149 of the Act and
also under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. In
the opinion of the Board, the Independent Directors of the Company possess necessary
expertise, integrity and experience.
None of the Independent Director on the Board of the Company serve as an Independent
Director in more than seven (7) Listed Companies nor holds the position of Whole time
Director in any Listed Company. Independent Directors of the Company have been appointed
in accordance with the applicable provisions of the Companies Act, 2013 ("Act")
read with relevant rules.
17. 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 ("SEBI Listing
Regulations").
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
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, considering 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.
18. RATIO OF REMUNERATION TO EACH DIRECTOR:
The information required under section 197of 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-II to this Report.
19. COMMITTEES OF THE BOARD AND OTHER COMMITTEES:
Currently, the Board has following committees:
Audit Committee;Nomination & Remuneration Committee;Stakeholder Relationship
Committee:
Audit Committees:
The Audit Committee of the Company is constituted/re-constituted in line with the
provisions of Section 177 of the Companies Act, 2013 and other applicable laws. The Audit
Committee comprises of majority of the Independent Directors. All the members of the
Committee have experience in financial matters. The Audit Committee is constituted in line
to monitor and provide effective supervision of the management's financial reporting
process, to ensure accurate and timely disclosures, with the highest level of
transparency, integrity, and quality of Financial Reporting. The details of the
composition of the committee are set out in the following table: -
| S.No. |
Name |
Status |
Designation |
| 1. |
Mr. Shubham Singla |
Independent Director |
Chairman |
| 2. |
Ms. Shally Aggarwal |
Independent Director |
Member |
| 3. |
Mr. Rajpal Aggarwal |
Executive Director |
Member |
During the Year under review 05 (Five) meetings of the Audit Committee were convened
and held. The dates on which the said meetings were held:
1. 02nd May, 2023
Page : 33
1 20th May, 2023
2 29th July, 2023
3 27th October, 2023
4 29th January, 2024
| S.No. |
Name of the Members |
Designation |
No. of Audit Committee Meetings attended during the year |
| 1. |
Mr. Shubham Singla |
Chairman and Independent Director |
5 |
| 2. |
Ms. Shally Aggarwal |
Member and Independent Director |
5 |
| 3. |
Mr. Rajpal Aggarwal |
Member and Executive Director |
5 |
During the year, all recommendations of the audit committee were approved by the Board
of Directors.
Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted/reconstituted
in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee recommends the appointment of Directors and remuneration of such
Directors. The level and structure of appointment and remuneration of all Key Managerial
personnel and Senior Management Personnel of the Company, as per the Remuneration Policy,
is also overseen by this Committee.
Our Company has constituted a nomination and remuneration committee ("Nomination
and Remuneration Committee"). The details of the composition of the Committee are set
out in the following table:
| S.No. |
Name |
Status |
Designation |
| 1. |
Mr. Shubham Singla |
Independent Director |
Chairman |
| 2. |
Ms. Shally Aggarwal |
Independent Director |
Member |
| 3. |
Mr. Rajpal Aggarwal |
Executive Director |
Member |
During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
1 10th October, 2023
2 25th March, 2024
| S.No. |
Name of the Members |
Designation |
No. of Nomination and Remuneration Committee Meetings attended during
the year |
| 1. |
Mr. Shubham Singla |
Chairman and Independent Director |
2 |
| 2. |
Ms. Shally Aggarwal |
Member and Independent Director |
2 |
3. |
Mr. Rajpal Aggarwal |
Member Director and Executive |
2 |
Stakeholder Relationship Committee:
In compliance with the requirements of the Corporate Governance under the Listing
Agreement with the Stock Exchange and the provisions of section 178 of the Companies Act,
2013, the Company has constituted an "Stakeholders Relationship Committee" to
specifically look into shareholder issues including share transfer, transmission,
re-materialization, issue of duplicate share certificates and redressing of shareholder
complaints like non-receipt of balance sheet, other related activities in physical mode
besides taking note of beneficial owner position under demat mode, declared dividend etc.
Composition of Committee:
S.No. |
Name |
Status |
Designation |
1. |
Ms. Shally Aggarwal |
Independent Director |
Chairman |
2. |
Mr. Shubham Singla |
Independent Director |
Member |
3. |
Mr. Rajpal Aggarwal |
Executive Director |
Member |
During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
1 12th October, 2023
2 27th March, 2024
S.No. |
Name of the Members |
Designation |
No. of Nomination and Remuneration Committee Meetings attended during
the year |
1. |
Ms. Shally Aggarwal |
Chairman and Independent Director |
2 |
2. |
Mr. Shubham Singla |
Member and Non-Executive Director |
2 |
3. |
Mr. Rajpal Aggarwal |
Member and Executive Director |
2 |
20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment, Remuneration and determine Directors' Independence of Directors
which inter-alia requires that composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and senior management employees and the
Directors appointed shall be of high integrity with relevant expertise and experience so
as to have diverse Board and the Policy also lays down the positive attributes/criteria
while recommending the candidature for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at
www.indocotspin.com.
21. RISK MANAGEMENT:
Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed
and implement the Risk Management Policy for the Company including identification therein
of elements of risk, if any, which is in the opinion of the Board may threaten the
existence of the Company. These are discussed at the meeting of the Audit Committee and
the Board of Directors of the Company.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: -
During the year under review, the Company has entered into related party transactions
falling under sub section (1) of Section 188 of the Companies Act, 2013. Form for
disclosure of particulars of contracts/arrangements as required under clause (h) of
sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is provided in the Board Report in the form AOC-2 as "ANNEXURE
-III".
23. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2023-24, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, the Company does not have any Subsidiary, Joint Venture
or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013
relating to preparation of consolidated financial statements are not applicable.
25. MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report
to the management about the unethical behavior, fraud or violation of Company's code of
conduct. The mechanism provides for adequate safeguards against victimization of employees
and Directors who use such mechanism and makes provision for direct access to the chairman
of the Audit Committee in exceptional cases. The policy of vigil mechanism is available on
the Company's website at www.indocotspin.com.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review, no material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
(a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2024 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit or loss of the company for the year review;
a. That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(c) That the directors had prepared the annual accounts for the financial year ended
31st March, 2024 on a going concern basis;
(d) That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
(e) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
28.AUDITORS & AUDITORS' REPORT:
Statutory auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter,
M/s Dinesh Kumar Goel & Co., Chartered Accountants, were appointed as statutory
auditors of the Company till the Annual General Meeting (AGM) to be held in the year 2026.
Cost auditor
Since the Company is engaged in the providing Textile Manufacturing Activities and
rendering of such services are not covered under the Notifications dated 31st December
2014 issued by the Central Government to amend the Companies (Cost Records and Audit)
Rules, 2014, no Cost Auditor has been appointed by the Company.
Pursuant to 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. and requirement of cost audit is not applicable.
Page : 37
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s. Vikas Verma & Associates, Company Secretaries, having its
registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi – 110001
as Secretarial Auditor for the year 2023-2024. The Report of the Secretarial Audit is
annexed herewith as "ANNEXURE – IV" The said Secretarial Audit Report does
not contain any qualification, reservations, adverse remarks and disclaimer.
Internal Auditor
Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with Rule
13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the act,
the Board of Directors appointed M/s R.S. Gahlyan & Associates., Chartered Accountants
(FRN: 018972N) as an Internal Auditor of the Company from the financial year 2022-2023 to
2025-26 in Board Meeting held on 02nd May, 2023.
29. LISTING OF SECURITIES:
The Company is listed on the BSE Limited and is regular in paying the annual listing
fee to the stock exchange.
1 SECRETARIAL STANDARDS:Pursuant to the provisions of Section 118 of the Companies Act,
2013, the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
2 EXTRACT OF ANNUAL RETURN: As required pursuant to Section 92(3) of the Companies Act,
2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an
annual return is uploaded on website of the Company www.indocotspin.com.
3 FAMILIARISATION PROGRAMMES:
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company's website
www.indocotspin.com.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report
as "ANNEXURE – V".
34.CORPORATE GOVERNANCE :
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, compliance with the Corporate Governance provisions as specified in
regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46
and Para C, D, and E of Schedule V shall not apply to the company having Paid up Equity
Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on
the last day of the previous financial year. The Company is covered under the exception
given under Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulations, 2015, therefore Company is not required to comply with the said provisions.
However, as per the Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Corporate Governance Report is annexed to the Board's
Report As "ANNEXURE-VI".
35. CODE OF CONDUCT :
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
37. STATEMENT ON OTHER COMPLIANCES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.b.Issue of equity
shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d.Neither the Managing Director nor any of the Whole-time Directors of the Company
receive any remuneration or commission.
38.BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August
13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100
listed entities. In view of the requirements specified, the company is not mandated for
the providing the BRR and hence do not form part of this Report.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
As there is no application made or pending under Insolvency and Bankruptcy Code, 2016,
so there is no requirement to give details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
40. DETAILS OF ONE TIME SETTLEMENT
During the period under review There has been no one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions.
41.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
across to unpublished price sensitive information about the company. The Directors, their
relatives, senior management personnel, persons forming part of promoter(s)/ promoter
group(s), designed 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 on the website of the Company
www.indocotspin.com.
42.ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company's employees for
their contribution towards the Company's performance. The Directors would also like to
thank the shareholders, employee unions, customers, dealers, suppliers, bankers,
governments and all
other business associates for their continuous support to the Company and their
confidence in its management.
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For & on behalf of the Board |
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Indo Cotspin Limited |
Date: 07h t August, 2024 |
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Place: Panipat |
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Rajpal Aggarwal |
Bal Kishan Aggarwal |
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Whole Time Director |
Managing Director |
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DIN: 00456189 |
DIN: 00456219 |
